Model articles—private company limited by guarantee—pre April 2013Companies (Model Articles) Regulations 2008, SI 2008/3229, Schedule 2—model articles for private companies limited by guarantee
Model articles—private company limited by guarantee—pre April 2013Companies (Model Articles) Regulations 2008, SI 2008/3229, Schedule 2—model articles for private companies limited by guarantee

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

  • Model articles—private company limited by guarantee—pre April 2013Companies (Model Articles) Regulations 2008, SI 2008/3229, Schedule 2—model articles for private companies limited by guarantee
  • Index to the articles
  • Part 1

Index to the articles

Part 1

Interpretation and limitation of liability

  1. 1

    Defined terms

  2. 2

    Liability of members

  3. Part 2

    Directors

    Directors' powers and responsibilities

  4. 3

    Directors' general authority

  5. 4

    Members' reserve power

  6. 5

    Directors may delegate

  7. 6

    Committees

  8. Decision-making by directors

  9. 7

    Directors to take decisions collectively

  10. 8

    Unanimous decisions

  11. 9

    Calling a directors' meeting

  12. 10

    Participation in directors' meetings

  13. 11

    Quorum for directors' meetings

  14. 12

    Chairing of directors' meetings

  15. 13

    Casting vote

  16. 14

    Conflicts of interest

  17. 15

    Records of decisions to be kept

  18. 16

    Directors' discretion to make further rules

  19. Appointment of directors

  20. 17

    Methods of appointing directors

  21. 18

    Termination of director's appointment

  22. 19

    Directors' remuneration

  23. 20

    Directors' expenses

  24. Part 3

    Members

    Becoming and ceasing to be a member

  25. 21

    Applications for membership

  26. 22

    Termination of membership

  27. Organisation of general meetings

  28. 23

    Attendance and speaking at general meetings

  29. 24

    Quorum for general meetings

  30. 25

    Chairing general meetings

  31. 26

    Attendance and speaking by directors and non-members

  32. 27

    Adjournment

  33. Voting at general meetings

  34. 28

    Voting: general

  35. 29

    Errors and disputes

  36. 30

    Poll votes

  37. 31

    Content of proxy notices

  38. 32

    Delivery of proxy notices

  39. 33

    Amendments to resolutions

  40. Part 4

    Administrative arrangements

  41. 34

    Means of communication to be used

  42. 35

    Company seals

  43. 36

    No right to inspect accounts and other records

  44. 37

    Provision for employees on cessation of business

  45. Directors' indemnity and insurance

  46. 38

    Indemnity

  47. 39

  48. Insurance

Part 1

Interpretation and limitation of liability

  1. 1

    Defined terms

  2. In the articles, unless the context requires otherwise—

    “articles”

    1. means the company's articles of association;