Articles Of Association For Subsidiary Company - Version 1
CO.CD.02.08
Every company must be run in accordance with its Articles of Association which govern its internal functioning. The Articles of Association contain the internal regulations and bye-laws covering procedure, shares, meetings, directors and other administrative issues.
These Articles of Association for Subsidiary Company have been updated to reflect the changes introduced on 1 October 2008 by the Companies Act 2006. For Private Companies existing prior to 1 October 2008, the directors can only authorise conflicts if the Articles contain a specific authority for them to do so. Thus, a Private Limited Company either needs to amend its Articles to allow for director authorisation, or it can ask its shareholders to pass an ordinary resolution to the same end.
However, for Private Companies incorporated on or after 1 October 2008 the directors' power to authorise a conflict is implied without the need for specific wording in the Articles.
The Articles may be changed by the shareholders passing a special resolution in a general meeting. Any such change must be notified to the Companies Registry. However, the changes to the Articles of Association cannot be made in breach of other company law rules and there are protections against such changes where they increase the liability of individual shareholders, vary the rights of any class of shareholders or otherwise prejudice minority shareholders.
These articles contain the following clauses:-
1. Preliminary
2. Directors' General Authority
3. Limits on Directors' Functions
4. Directors Interests
5. Conflict of Interests
6. Directors Duty to Disclose
7. Determining Whether a Conflict of Interest Exists
8. Violations of the Conflicts of Interest Policy
9. Directors' discretion to make further rules
10. Shares
11. Transfer of Shares
12. General Meetings
13. Appointment and Removal of Directors
14. Directors' Gratuities and Pensions
15. Proceedings of Directors
16. The Seal
17. Notices
18. Indemnity
This Template is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
These Articles of Association for Subsidiary Company have been updated to reflect the changes introduced on 1 October 2008 by the Companies Act 2006. For Private Companies existing prior to 1 October 2008, the directors can only authorise conflicts if the Articles contain a specific authority for them to do so. Thus, a Private Limited Company either needs to amend its Articles to allow for director authorisation, or it can ask its shareholders to pass an ordinary resolution to the same end.
However, for Private Companies incorporated on or after 1 October 2008 the directors' power to authorise a conflict is implied without the need for specific wording in the Articles.
The Articles may be changed by the shareholders passing a special resolution in a general meeting. Any such change must be notified to the Companies Registry. However, the changes to the Articles of Association cannot be made in breach of other company law rules and there are protections against such changes where they increase the liability of individual shareholders, vary the rights of any class of shareholders or otherwise prejudice minority shareholders.
These articles contain the following clauses:-
1. Preliminary
2. Directors' General Authority
3. Limits on Directors' Functions
4. Directors Interests
5. Conflict of Interests
6. Directors Duty to Disclose
7. Determining Whether a Conflict of Interest Exists
8. Violations of the Conflicts of Interest Policy
9. Directors' discretion to make further rules
10. Shares
11. Transfer of Shares
12. General Meetings
13. Appointment and Removal of Directors
14. Directors' Gratuities and Pensions
15. Proceedings of Directors
16. The Seal
17. Notices
18. Indemnity
This Template is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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