Articles Of Association For Private Company Limited By Guarantee – Version 2
CO.CD.02.10a
Every company must be run in accordance with its Articles of Association. The Articles govern the internal functioning of the company and set out the procedures that must be followed in order to implement the decisions taken by the members and the board.
These Articles of Association for Private Company Limited by Guarantee – Version 2 have been introduced for private companies incorporated on or after 1 October 2008 that wish to deny directors the authority to authorise conflicts of interest and keep such authority for the members only.
The Companies Act 2006 introduced some changes in relation to directors’ conflict of interests. For Private Companies existing prior to 1 October 2008 the directors can only authorise conflicts if the Articles of Association contain a specific authority for them to do so. Therefore, for Articles of Association that reflect the changes introduced on 1 October 2008 by the Companies Act 2006 please use the template "Articles of Association for Private Company Limited by Guarantee – Version 1".
For a Private Limited Company 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.
These Articles of Association for a Company Limited by Guarantee are to be applied where a company is to be limited by guarantee as opposed to shares. Where a company is limited by guarantee, each member agrees to pay a sum of money if the company is wound up while they are a member. There is no upper limit for this sum.
These Articles of Association for Private Company Limited by Guarantee differ from those for a company limited by shares in that they do not contain references to shares and shareholders, instead, a new clause is inserted referring to members. Reference to the amount of the Guarantee itself can be included in the company's Memorandum of Association. A Memorandum of Association for a company limited by guarantee can be found by clicking on the link below.
The Articles may be changed by the members passing a special resolution in a general meeting. Any such change must be notified to the Companies Registry.
These Articles of Association for Private Company Limited by Guarantee – Version 2 contain the following clauses:-
1.Preliminary
2. Members
3. General Meetings
4. Conflict of Interests
5. Appointment and Removal of Directors
6. Directors' Gratuities and Pensions
7. Proceedings of Directors
8. The Seal
9. Notices
10. Indemnity
These Articles of Association for Private Company Limited by Guarantee – Version 2 are 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 Private Company Limited by Guarantee – Version 2 have been introduced for private companies incorporated on or after 1 October 2008 that wish to deny directors the authority to authorise conflicts of interest and keep such authority for the members only.
The Companies Act 2006 introduced some changes in relation to directors’ conflict of interests. For Private Companies existing prior to 1 October 2008 the directors can only authorise conflicts if the Articles of Association contain a specific authority for them to do so. Therefore, for Articles of Association that reflect the changes introduced on 1 October 2008 by the Companies Act 2006 please use the template "Articles of Association for Private Company Limited by Guarantee – Version 1".
For a Private Limited Company 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.
These Articles of Association for a Company Limited by Guarantee are to be applied where a company is to be limited by guarantee as opposed to shares. Where a company is limited by guarantee, each member agrees to pay a sum of money if the company is wound up while they are a member. There is no upper limit for this sum.
These Articles of Association for Private Company Limited by Guarantee differ from those for a company limited by shares in that they do not contain references to shares and shareholders, instead, a new clause is inserted referring to members. Reference to the amount of the Guarantee itself can be included in the company's Memorandum of Association. A Memorandum of Association for a company limited by guarantee can be found by clicking on the link below.
The Articles may be changed by the members passing a special resolution in a general meeting. Any such change must be notified to the Companies Registry.
These Articles of Association for Private Company Limited by Guarantee – Version 2 contain the following clauses:-
1.Preliminary
2. Members
3. General Meetings
4. Conflict of Interests
5. Appointment and Removal of Directors
6. Directors' Gratuities and Pensions
7. Proceedings of Directors
8. The Seal
9. Notices
10. Indemnity
These Articles of Association for Private Company Limited by Guarantee – Version 2 are in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
Articles Of Association For Private Company Limited By Guarantee – Version 2 is part of Corporate Documents. Just £35.00 + VAT provides unlimited downloads from Corporate Documents for 1 year.