Guidance Notes for Amended Model Articles of Association (Company Limited By Shares)

These Guidance Notes for Amended Model Articles of Association (Company Limited by Shares) should be read in conjunction with Amended Model Articles of Association (Company Limited by Shares).

The Guidance Notes explain the function of each model article and identify its origin by referencing the equivalent provision in Table A. Where an article is a new provision with no Table A equivalent, the reasons for its introduction are explained. Where amendments have been made, the reasons for the change and the implications are set out.

What do Guidance Notes for Amended Model Articles of Association (Company Limited by Shares) do?

They provide a clause-by-clause explanation of the Amended Model Articles and help you understand what each provision is intended to achieve.

What do Guidance Notes for Amended Model Articles of Association (Company Limited by Shares) cover?

They include a summary of the principal amendments, including:

• 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 resolutions concerning a proposed or existing transaction or arrangement in which that director has a direct or indirect interest, provided 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).

Guidance Notes for Amended Model Articles of Association (Company Limited By Shares) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.