Amended Model Articles of Association (Company Limited By Shares)
These Amended Model Articles of Association (Company Limited by Shares) are an alternative to the Model Articles for a private company limited by shares.
Since 1st October 2009, companies can choose to adopt the Model Articles or adapt them to suit their own purposes. The intention of the model articles is to provide a simplified way for a company to run itself internally. Many of the provisions of Table A have been included but simplified or changed in order to be compliant with the Companies Act 2006. However, some of these provisions have been amended in these Amended Model Articles of Association to clarify provisions and add those that are missing from the Model Articles.
A brief summary of the principal amendments is 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)
These amended articles should be used in conjunction with the Guidance Notes for Amended Model Articles of Association (Private Company Limited by Shares).
This document can also be found in Memorandums and Articles of Association, in the Articles of Association Subfolder, entitled Modified Model Articles (Private Company Limited By Shares).
These amended articles 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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This document can also be found in Memorandums and Articles of Association, in the Articles of Association Subfolder, entitled Amended Model Articles of Association (Private Company Limited by Shares).