Modified Model Articles of Association Template

Modified Model Articles (Private Company Limited By Shares)

CO.SC.04
These Modified Model Articles of Association (Private Company Limited by Shares) have been developed by Simply-Docs as an alternative to the Model Articles for a private company limited by shares. As with the Model Articles, there is no limit on the number of shares that can be issued in these modified articles.

Companies can choose to either 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 however some useful and relevant provisions, particularly from Table A, Companies Act 1985 are not included within the model articles. Changes have therefore been made to these modified articles in order to clarify some provisions and also to add back in provisions from Table A.

A brief summary of the principal modifications 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 be appointed;
• There is 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; and
• The company has an obligation to indemnify and insure all current and former officers of the company (but not auditors).

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

This document can also be found in both a) Starting Up, in the Company Formation Documents Subfolder and b) Memorandum and Articles of Association, in the Articles of Association Subfolder, entitled Amended Model Articles of Association (Company Limited By Shares).

These articles are in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

Once you have purchased access to the appropriate document folder click on the “Download Document” button below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.
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