Articles of Association:Private Co. Ltd. by shares + all Corporate Docs. for £35 + vat

		Corporate Documents
		Company Formation pre Oct 2009 Articles of Association for Private Company Limited by Shares (CO.CD.01.07)

Document Description

Every company must be run in accordance with its Articles of Association. The Articles govern the internal functioning of the company and set out the procedures that must be followed in order to implement the decisions taken by the members and the board. This document is identical to the Articles of Association for Private Co Limited by Shares – Version 1 (Updated) provided in the Memorandums & Articles of Association sub-folder. The Articles of Association for a Private Company contain the internal regulations and bye-laws covering procedure, shares, meetings, directors and other administrative issues. The Articles may be changed by the shareholders passing a special resolution in a general meeting. Any such change must be notified to the Companies Registry. The changes to the Articles of Association cannot be made in breach of other company law rules and there are protections against such changes where they increase the liability of individual shareholders, vary the rights of any class of shareholders or otherwise prejudice minority shareholders. These Articles of Association for a Private Company Limited by Shares have been updated to reflect the changes introduced on 1 October 2008 by the Companies Act 2006. For Private Companies existing prior to 1 October 2008, the directors can only authorise conflicts if the Articles contain a specific authority for them to do so. Thus, a Private Limited Company either needs to amend its Articles to allow for director authorisation, or it can ask its shareholders to pass an ordinary resolution to the same end. For Private Companies incorporated on or after 1 October 2008 the directors' power to authorise a conflict is implied without the need for specific wording in the Articles. However, these companies may choose to amend their articles to include provisions dealing with conflicts of interest. These Articles of Association for a Private Company Limited by Shares contain the following clauses:- 1. Preliminary 2. Directors' General Authority 3. Limits on Directors' Functions 4. Directors Interests 5. Conflict of Interests 6. Directors Duty to Disclose 7. Determining Whether a Conflict of Interest Exists 8. Violations of the Conflicts of Interest Policy 9. Directors' discretion to make further rules 10. Shares 11. Transfer of Shares 12. General Meetings 13. Appointment and Removal of Directors 14. Directors' Gratuities and Pensions 15. Proceedings of Directors 16. The Seal 17. Notices These Articles cannot be applied to a company with only one director. Articles of Association for Private Company Limited by shares template is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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