Articles Of Association For Private Company Limited By Shares With Only 1 Director
CO.CD.02.04
These Articles of Association for a Private Company Limited by Shares (1 Director) have been updated to reflect recent statutory changes. The update is not substantive and is limited to amending section numbers.
Every company must be run in accordance with its the Articles of Association which govern its internal functioning. This document is identical to the Articles of Association for Private Co. Limited by Shares with the exception of an additional sub-clause included in clause 5 in relation to the non-application of Regulation 64 in Table A.
The Articles of Association contain the internal regulations and bye-laws covering procedure, shares, meetings, directors and other administrative issues and is commonly based on Table A - a standard set of articles which can be incorporated by reference in the Articles of Association of any company, found in the Companies (Tables A-F) Regulations 1985 (SI1985/805). It is usually used to cover non-essential procedural issues.
Tables B- F apply to other types of company such as companies limited by guarantee.
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 contain the following clauses:-
1. Preliminary
2. Shares
3. Transfer of Shares
4. General Meetings
5. Appointment and Removal of Directors
6. Directors' Gratuities and Pensions
7. Proceedings of Directors
8. The Seal
9. Notices
10. Indemnity
These Articles of Association for a Private Company Limited by Shares (Sole Director) are in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
Every company must be run in accordance with its the Articles of Association which govern its internal functioning. This document is identical to the Articles of Association for Private Co. Limited by Shares with the exception of an additional sub-clause included in clause 5 in relation to the non-application of Regulation 64 in Table A.
The Articles of Association contain the internal regulations and bye-laws covering procedure, shares, meetings, directors and other administrative issues and is commonly based on Table A - a standard set of articles which can be incorporated by reference in the Articles of Association of any company, found in the Companies (Tables A-F) Regulations 1985 (SI1985/805). It is usually used to cover non-essential procedural issues.
Tables B- F apply to other types of company such as companies limited by guarantee.
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 contain the following clauses:-
1. Preliminary
2. Shares
3. Transfer of Shares
4. General Meetings
5. Appointment and Removal of Directors
6. Directors' Gratuities and Pensions
7. Proceedings of Directors
8. The Seal
9. Notices
10. Indemnity
These Articles of Association for a Private Company Limited by Shares (Sole Director) are in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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