Model articles—private limited company

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

  • Model articles—private limited company

Model articles—private limited company

Index to the articles

Part 1

Interpretation and limitation of liability

  1. 1

    Defined terms

  1. 2

    Liability of members

Part 2

Directors

Directors' powers and responsibilities

  1. 3

    Directors' general authority

  1. 4

    Shareholders' reserve power

  1. 5

    Directors may delegate

  1. 6

    Committees

Decision-making by directors

  1. 7

    Directors to take decisions collectively

  1. 8

    Unanimous decisions

  1. 9

    Calling a directors' meeting

  1. 10

    Participation in directors' meetings

  1. 11

    Quorum for directors' meetings

  1. 12

    Chairing of directors' meetings

  1. 13

    Casting vote

  1. 14

    Conflicts of interest

  1. 15

    Records of decisions to be kept

  1. 16

    Directors' discretion to make further rules

Appointment of directors

  1. 17

    Methods of appointing directors

  1. 18

    Termination of director's appointment

  1. 19

    Directors' remuneration

  1. 20

    Directors' expenses

Part 3

Shares and distributions

Shares

  1. 21

    All shares to be fully paid up

  1. 22

    Powers to issue different classes of share

  1. 23

    Company not bound by less than absolute interests

  1. 24

    Share certificates

  1. 25

    Replacement share certificates

  1. 26

    Share transfers

  1. 27

    Transmission of shares

  1. 28

    Exercise of transmittees' rights

  1. 29

    Transmittees bound by prior notices

Dividends and other distributions

  1. 30

    Procedure for declaring dividends

  1. 31

    Payment of dividends and other distributions

  1. 32

    No interest on distributions

  1. 33

    Unclaimed distributions

  1. 34

    Non-cash distributions

  1. 35

    Waiver of distributions

Capitalisation of profits

  1. 36

    Authority to capitalise and appropriation of capitalised sums

Part 4

Decision-making by shareholders

Organisation of general meetings

  1. 37

    Attendance and speaking at general meetings

  1. 38

    Quorum for general meetings

  1. 39

    Chairing general meetings

  1. 40

    Attendance and speaking by directors and non-shareholders

  1. 41

    Adjournment

Voting at general meetings

  1. 42

    Voting: general

  1. 43

    Errors and disputes

  1. 44

    Poll votes

  1. 45

    Content of proxy notices

  1. 46

    Delivery of proxy notices

  1. 47

    Amendments to resolutions

Part 5

Administrative arrangements

  1. 48

    Means of communication to be used

  1. 49

    Company seals

  1. 50

    No

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