Guidance Note: Modified Model Articles
This Guidance Note: Modified Model Articles of Association (Private Company Limited by Shares) should be read in conjunction with the Modified Model Articles of Association (Private Company Limited by Shares)
This document provides a brief explanation of the function of each model article. It also identifies the origin of each model article by listing its equivalent provision in Table A of the 1985 Act. Where the article has no equivalent in Table A, the reasons for the provision are explained. Where modifications have been made to the model articles, the reasons for the change and implications of it are also set out in full.
A brief summary of the principal modifications are as follows:
• Clarification of which rules on decision-making apply to sole directors;
• Directors can count as part of the quorum and vote at a board meeting on any resolutions concerning a proposed or existing transaction or arrangement in which that director has a direct or indirect interest provided that the director discloses that interest;
• Alternate directors can now be appointed;
• There is now certainty as to how distribution payments are made;
• The persons eligible to demand a poll at a general meeting have been restricted; • Decisions made by a show of hands can less easily be overturned by demands for a poll;
• The company has an obligation to indemnify and insure all current and former officers of the company (but not auditors).
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