Guidance Note: Modified Model Articles

This Guidance Note: Modified Model Articles of Association (Private Company Limited by Shares) is designed to be used alongside the Modified Model Articles of Association (Private Company Limited by Shares).

It explains what each model article does, where it came from, and why particular changes have been made in the modified version.

What does Guidance Note: Modified Model Articles of Association (Private Company Limited by Shares) do?

It provides a practical explanation of the function of each model article and identifies the origin of each provision by referring to the equivalent article in Table A under the Companies Act 1985 (where there is an equivalent).

What does Guidance Note: Modified Model Articles of Association (Private Company Limited by Shares) cover?

• A brief explanation of the function of each model article.
• The equivalent provision in Table A (Companies Act 1985) for each model article, where applicable.
• Explanations of articles that have no Table A equivalent, including why the provision is included.
• Explanations of modifications made to the model articles, including the reasons for the change and the implications.

The guidance note also includes a summary of the principal modifications, including:

• Clarification of which rules on decision-making apply to sole directors.
• Confirmation that directors can count towards quorum and vote at a board meeting on resolutions concerning a transaction or arrangement in which they have an interest, provided that interest is disclosed.
• Provision for the appointment of alternate directors.
• Certainty as to how distribution payments are made.
• Restrictions on who can demand a poll at a general meeting and how decisions made on a show of hands can be challenged by a demand for a poll.
• An obligation for the company to indemnify and insure current and former officers of the company (but not auditors).

When should you use Guidance Note: Modified Model Articles of Association (Private Company Limited by Shares)?

• You are considering adopting modified model articles and want an explanation of the model provisions and how the modifications affect them.
• You want to understand which provisions are new compared to Table A under the Companies Act 1985 and why.
• You need a clear explanation of the reasons for specific modifications and their implications before adopting the modified articles.

Companies formed before 1 October 2009 / Background

This guidance note identifies, where relevant, the equivalent provisions in Table A under the Companies Act 1985. Where a model article has no Table A equivalent, it explains why the provision is included.

Choose the right version

This document is a guidance note, not the articles themselves. If you need the articles to adopt, use the relevant template.

• Modified Model Articles of Association (Private Company Limited by Shares)
• Model Articles Of Association - Private Company Limited By Shares

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