Articles of association—example amendments to introduce growth shares
Articles of association—example amendments to introduce growth shares

The following Share Incentives precedent provides comprehensive and up to date legal information covering:

  • Articles of association—example amendments to introduce growth shares

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. [insert number])

(Adopted by Special Resolution passed on [insert date] [insert year])

    1. 1

      Model Articles

      1. 1.1

        The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles, and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation.

      1. 1.2

        The whole of Model Articles 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)–(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)–(7) (procedure for declaring dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records) 51 (provision for employees),employees on cessation of business), 52 (indemnity) and 53 (insurance) shall not apply to the Company.

      1. 1.3

        Any reference to the ‘chairman’ in the Model Articles, shall for the purposes of these Articles be deemed as a reference to the ‘chair’.

    1. 2

      Definitions and Interpretation

      1. 2.1

        In these Articles, unless the context otherwise requires the following expressions shall have the following meanings:

        Accepting Shareholders

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