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 of Association for Private Company Limited by Shares.

Since 1 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.

What does Amended Model Articles of Association (Company Limited by Shares) do?

They provide a revised set of internal company rules for a private company limited by shares, based on the Model Articles but with specific amendments intended to clarify and supplement them.

What does Amended Model Articles of Association (Company Limited by Shares) cover?

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)

When should you use Amended Model Articles of Association (Company Limited by Shares)?

Use these amended articles where a private company limited by shares wants an alternative to the Model Articles, but with additional clarification and provisions of the type summarised above.

If the company has a sole director, you may also find Guidance – Can a Sole Director Run a Company? helpful.

Helpful resources

These amended articles should be used in conjunction with the Guidance Notes for Amended Model Articles of Association (Private Company Limited by Shares).

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