The following Corporate guidance note provides comprehensive and up to date legal information covering:
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] 20[insert year])
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.
The whole of Model Articles 6(2) (committees), 7 (directors to take decisions collectively), 8 (unanimous decisions), 9(3) and 9(4) (calling a directors’ meeting), 11(2) and 11(3) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1–5) (conflicts of interest), 16 (directors’ discretion to make further rules), 17 (methods of appointing directors), 22 (powers to issue different classes of shares), 26(5) (share transfers), 27–29 (transmission of shares), 36 (authority to capitalise and appropriation of capitalised sums), 39 (chairing meetings), 44(2) (voting), 43 (errors and disputes), 50 (no right to inspect accounts and other records), 51 (provision for employees), 52 (indemnity)
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