The Companies Act 2006 Private Company Limited by Shares Articles of association of [insert name] Limited Part 1, interpretation and limitation of liability 1 Defined terms and interpretation 1.1 In the articles, unless the context requires otherwise: address • has the meaning given in section 1148 of the Companies Act 2006; articles • means the company’s articles of association; bankruptcy • includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy; call • has the meaning given in article 33; call notice • has the meaning given in article 33; chair • has the meaning given in article 13; chair of the meeting • has the meaning given in article 59; clear days • in relation to a notice, excludes the day the notice is deemed under the articles to be given and the day on which the specified period expires; Companies Acts • means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company; company’s lien • has the meaning given in article 31; director • means a director of the company, and includes any person occupying the position of director, by whatever name called; distribution recipient • has the meaning given in article 50; document

This Practice Note summarises the provisions of the Companies Act 2006 (CA 2006) in relation to the absolute or conditional entrenchment of particular provisions of a company’s articles of association. It also considers the interplay between entrenchment provisions and a variation of class rights. What are 'provisions for entrenchment'? The usual way to amend a company's articles of association is by way of special resolution. However, it is possible to entrench provisions in the articles so that they can only be amended if certain conditions are met or certain procedures are followed. These conditions or procedures are known as 'provisions for entrenchment'. The particular article which cannot be varied without meeting the required provisions is known as an 'entrenched provision'. The conditions to be met or procedures to be followed are usually made more restrictive than those required to pass a special resolution, but it is not possible to make a provision entirely unalterable. The CA 2006 makes clear that provisions for entrenchment do not prevent amendment of the company's articles by agreement of all the members

The Companies Act 2006 Public company limited by shares Articles of association of [insert name] PLC Part 1, interpretation and limitation of liability 1 Defined terms and interpretation 1.1 In the articles, unless the context requires otherwise: articles • means the company’s articles of association; bankruptcy • includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy; board • means the board of directors of the company from time to time, or those directors present at a duly convened quorate meeting of the directors; CA 2006 • means the Companies Act 2006; call • has the meaning given in article 60; call notice • has the meaning given in article 60; chair • has the meaning given in article 13; chair of the meeting • has the meaning given in article 39; clear days • in relation to a notice, excludes the day the notice is deemed under the articles to be given and the day on which the specified period expires; company’s lien • has the meaning given in article 58; director • means a director of the company, and includes any person occupying the position of director, by whatever name called; distribution recipient • has the meaning given in article 77; document • includes, unless otherwise specified,

The Companies Act 2006 Private Company Limited by Shares Articles of association of [INSERT NAME] Limited Part 1, interpretation and limitation of liability 1 Defined terms and interpretation 1.1 In the articles, unless the context requires otherwise: address • has the meaning given in section 1148 of the Companies Act 2006; articles • means the company’s articles of association; bankruptcy • includes individual insolvency proceedings (and in relation to a corporate person, includes corporate insolvency proceedings) in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy (or insolvency, liquidation or winding up in relation to corporate entities); chair • has the meaning given in article 13; chair of the meeting • has the meaning given in article 41; clear days • in relation to a notice, excludes the day the notice is deemed under the articles to be given and the day on which the specified period expires; Companies Acts • means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company; director • means a director of the company, and includes any person occupying the position of director, by whatever name called; distribution recipient • has

A precedent form of articles of association for a management company limited by guarantee with drafting notes can be

A precedent form of articles of association for a management company limited by shares with drafting notes

Conditions applying to a sale by roup'>public roup (auction)

1 Directors’ conflicts of interest 1.1 Subject to the provisions of the Companies Act 2006 and provided that they have disclosed to the directors the nature and extent of any material interest of theirs, a director may, notwithstanding their office or that, without the authorisation conferred by this article 1.1, they would or might be in breach of their duty under the Companies Act 2006 to avoid conflicts of interest, be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any undertaking in the same group as the company, or promoted by the company or by any undertaking in the same group as the company, or in which the company or any undertaking in the same group as the company is otherwise interested. 1.2 No director shall: 1.2.1 by reason of their office, be accountable to the company for any benefit which they derive from any office or employment, or from any transaction or arrangement, or from any interest in any undertaking, that is authorised under article

Private Client analysis: Anticipatory declarations are a mechanism by which the Court of Protection can give care providers the legal authority to take decisions on a person’s behalf; responding dynamically to changes in a person’s capacity to make the relevant decisions. In other words, supporting those whose capacity fluctuates; Anticipatory declarations are a mechanism by which the Court of Protection can give care providers the legal authority to take decisions on a person’s behalf; responding dynamically to changes in a person’s capacity to make the relevant decisions. In other words, supporting those whose capacity fluctuates; Anticipatory declarations are a mechanism by which the Court of Protection can give care providers the legal authority to take decisions on a person’s behalf; responding dynamically to changes in a person’s capacity to make the relevant decisions. In other words, supporting those whose capacity fluctuates. Written by Lucy Clement, senior associate at Irwin Mitchell LLP.

This Practice Note considers: • the key risks for financial institutions that are lending to commercial entities that use artificial intelligence (AI) or to AI companies • the key documentation issues when lending to commercial entities that use AI or AI companies (as applicable), and • the key issues when taking security from commercial entitles that use AI or AI companies To ensure clarity and to avoid inconsistency in the meaning of AI-related terms, defined terms used in this Practice Note have the meanings assigned to them in Practice Note: Artificial intelligence—glossary of terms for legal professionals. Where additional terms are used, their meanings for the purpose of this Practice Note are explained within it. For more information on matters relating to AI generally, see Practice Notes: • Artificial intelligence and machine learning—an introduction to the technology • Artificial intelligence (AI) resource kit Key risks when lending to businesses that use AI or to AI companies Lending to businesses that use AI There is a continuing trend towards embracing AI for