Modified Model Articles (Private Company Limited By Shares)
These Modified Model Articles of Association (Private Company Limited by Shares) are an alternative to the Model Articles for a private company limited by shares. They are designed for companies that want a model-based set of articles, but with clarifications and additional provisions that are not included in the standard Model Articles.
The model articles are intended to provide a simplified framework for a company’s internal governance. Many provisions from Table A under the Companies Act 1985 were carried across in simplified or amended form to comply with the Companies Act 2006. These Modified Model Articles also reinstate certain Table A-style provisions that are missing from the standard Model Articles and clarify a number of areas.
What does Modified Model Articles of Association (Private Company Limited by Shares) do?
It sets out a complete set of articles for a private company limited by shares, based on the statutory Model Articles but modified to clarify how particular provisions operate and to include additional provisions drawn from Table A that do not appear in the model form.
What does Modified Model Articles of Association (Private Company Limited by Shares) cover?
The principal modifications include:
- 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 proposed or existing 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.
- Provisions affecting when decisions made on a show of hands can be overturned by demands 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 Modified Model Articles of Association (Private Company Limited by Shares)?
- You want a model-based set of articles for a private company limited by shares, but with clarifications and additional provisions compared to the standard Model Articles.
- You want more certainty in areas such as sole director decision-making, quorum and conflicts, distributions, and polling at general meetings.
- You want articles that add back in certain provisions based on Table A that are not included in the Model Articles.
Companies formed before 1 October 2009 / Background
These articles are based on the statutory Model Articles under the Companies Act 2006, with additional provisions and clarifications. They also reflect, in part, the approach taken in Table A under the Companies Act 1985.
Helpful resources
These resources may help you understand how these articles differ from the standard model form.
- Guidance Notes for Modified Model Articles of Association (Private Company Limited by Shares) – explains the function and origin of the model provisions and the reasons for the key modifications.
- Model Articles Of Association - Private Company Limited By Shares – the standard statutory model articles for a private company limited by shares.
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