A company's constitution

A company's constitution guidance:

What is a company's constitution? A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including: • the company’s articles of association, and...

Practice Note

This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA 2006). Why amend the...

Practice Note

Article 23 Add the following new Article 23.6: Unless otherwise instructed by an Investor Direction, the Board shall procure that an annual general meeting of the Company...

Precedents

Add new Article 14 as follows: 14. Anti-dilution 14.1 In this Article 14, unless the context otherwise requires the following expressions shall have the following...

Precedents

1 Authority to allot shares—no distinction made between different classes of shares (general or specific authority) 1.1 [Without prejudice to section 550 of the CA 2006...

Precedents

1 Authority to allot shares—no distinction made between different classes of shares (general or specific authority) 1.1 Save to the extent that they are authorised to do...

Precedents

Companies Act 2006 Private Company Limited By Shares Articles of Association of [insert name of company] Limited (Incorporated in England and Wales under registered no....

Precedents

Companies Act 2006 Private Company Limited By Shares Articles of Association of [insert name of company] Limited (Incorporated in England and Wales under registered no....

Precedents

Companies Act 2006 Private Company Limited by Shares Articles of Association of [insert name of company] Limited (Incorporated in England and Wales under registered no....

Precedents

Private Company Limited By Shares Articles of Association of [insert name of company] Limited (Incorporated in England and Wales under registered no. [insert number])...

Precedents

Private Company Limited By Shares Articles of Association of [insert name of company] Limited (the Company) (Incorporated in England and Wales under registered no....

Precedents

Private Company Limited By Shares Articles of Association of [insert name of company] Limited (the Company) (Incorporated in England and Wales under registered no....

Precedents

The Companies Act [1948 OR 1985 OR 2006] Public company limited by shares Articles of association of [insert name] PLC [(adopted by special resolution passed on [date])]...

Precedents

Companies Act 2006 Private Company Limited By Shares Articles of Association of [insert name of company] Limited (Incorporated in England and Wales under registered no....

Precedents

Companies Act 2006 Private Company Limited By Shares Articles of Association of [insert name of company] Limited (Incorporated in England and Wales under registered no....

Precedents

The Companies Act 2006 Private Company Limited by Guarantee Articles of association of [INSERT NAME] limited Part 1, interpretation and limitation of liability 1 Defined...

Precedents

The Companies Act 2006 Private Company Limited by Shares Articles of association of [insert name] Limited Part 1, interpretation and limitation of liability 1 Defined...

Precedents

What are 'provisions for entrenchment'? The usual way to amend a company's articles of association is by way of special resolution. However, it is possible to entrench...

Practice Note

The Companies Act 2006 Public company limited by shares Articles of association of [insert name] PLC Part 1, interpretation and limitation of liability 1 Defined terms...

Precedents

The Companies Act 2006 Private Company Limited by Shares Articles of association of [INSERT NAME] Limited Part 1, interpretation and limitation of liability 1 Defined...

Precedents

1 Directors’ conflicts of interest 1.1 Subject to the provisions of the Companies Act 2006 and provided that they have disclosed to the directors the nature and extent of...

Precedents

This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1) of the Companies...

Practice Note

A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares in a company if the...

Practice Note

Add new definitions to ‘definitions’ article: A director means any director appointed by holders of the A ordinary shares; B director means any director appointed by...

Precedents

A Alternative record-keepingProvisions in Part 8 of the Companies Act 2006 (CA 2006), as inserted by Schedule 5 of The Small Business, Enterprise and Employment Act 2015...

Practice Note

Add new definitions to ‘definitions’ article as appropriate: present means, for the purposes of physical general meetings, present in person, or, for the purposes of...

Precedents

Article 1.2 Delete ‘27–29 (transmission of shares)’ from this Article. Article 2.1 Insert new definition as follows: Permitted Transferee means, in relation to an...

Precedents

1 Members’ nomination rights 1.1 Subject to section 145 of the Companies Act 2006 and in accordance with the provisions of this article [1], any shareholder (or where the...

Precedents

Index to the articles Part 1 Interpretation and limitation of liability 1 Defined terms 2 Liability of members Part 2 Directors Directors' powers and responsibilities 3...

Precedents

Index to the articles Part 1 Interpretation and limitation of liability 1 Defined terms 2 Liability of members Part 2 Directors Directors' powers and responsibilities 3...

Precedents