Directors and company secretaries—glossary of terms
Directors and company secretaries—glossary of terms

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Directors and company secretaries—glossary of terms
  • A
  • B
  • C
  • D
  • E
  • F
  • G
  • I
  • L
  • More...

A

Alternate directorAn individual (whether another director or any other person) appointed by a director to exercise that director’s powers and carry out that director’s responsibilities in relation to the taking of decisions by the directors, in the absence of the alternate's appointor. Unlike the Table A articles, the Model Articles for private companies limited by shares do not contain provisions about the appointment or removal of alternate directors. A company that has adopted bespoke articles of association may include provisions for the appointment, removal, rights and responsibilities of alternates (for example see clauses 23–25 of precedent: Articles of association—private limited company).
Articles of associationGenerally referred to simply as the Articles. The principal constitutional document of a company (along with the Memorandum of association), dealing with management and administration issues, most notably the powers of directors, the transfer and issue of shares, and board and member meetings. The Articles form the fundamental contract between the company and the shareholders, and must be available for public inspection at Companies House. The founders (initial subscribers), and subsequent shareholders of a company have significant freedom when drafting the Articles, subject to the provisions of the CA 2006 and related secondary legislation. Many companies make use of the various Model Articles provided in the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as a

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