ARCHIVED: This archived Precedent sets out the statutory form of model articles for private companies limited by guarantee incorporated under the Companies Act 2006 and 27 April 2013. An amended version of the model articles applies to companies incorporated on or after 28 April 2013. This Precedent contains public sector information licensed under the Open Government Licence version 1.0. It is not maintained but is included for historical reference as this version of the model articles may still apply to some companies incorporated prior to 28 April 2013. Index to the articles Part 1 Interpretation and limitation of liability 1 Defined terms 2 Liability of members Part 2 Directors Directors' powers and responsibilities 3 Directors' general authority 4 Members' reserve power 5 Directors may delegate 6 Committees Decision-making by directors 7 Directors to take decisions collectively 8 Unanimous decisions 9 Calling a directors' meeting 10 Participation in directors' meetings 11 Quorum for directors' meetings 12 Chairing of directors' meetings 13 Casting vote 14 Conflicts of interest 15 Records of decisions to be kept 16 Directors' discretion to make further rules Appointment of directors 17 Methods of appointing directors 18 Termination of director's appointment

Index to the articles Part 1 Interpretation and limitation of liability 1 Defined terms 2 Liability of members Part 2 Directors Directors' powers and responsibilities 3 Directors' general authority 4 Shareholders' reserve power 5 Directors may delegate 6 Committees Decision-making by directors 7 Directors to take decisions collectively 8 Unanimous decisions 9 Calling a directors' meeting 10 Participation in directors' meetings 11 Quorum for directors' meetings 12 Chairing of directors' meetings 13 Casting vote 14 Conflicts of interest 15 Records of decisions to be kept 16 Directors' discretion to make further rules Appointment of directors 17 Methods of appointing directors 18 Termination of director's appointment 19 Directors' remuneration 20 Directors' expenses Part 3 Shares and distributions Shares 21 All shares to be fully paid up 22 Powers to issue different classes of share 23 Company not bound by less than absolute interests 24 Share certificates 25 Replacement share certificates 26 Share transfers 27 Transmission of shares 28 Exercise of transmittees' rights 29 Transmittees bound by prior notices Dividends and other distributions 30 Procedure for declaring dividends 31 Payment of dividends and other distributions 32 No interest on distributions 33 Unclaimed distributions 34 Non-cash distributions 35 Waiver of distributions Capitalisation of profits 36 Authority to capitalise and appropriation of capitalised sums Part 4 Decision-making by shareholders Organisation of general meetings 37 Attendance and speaking at general meetings 38 Quorum for general meetings 39 Chairing general meetings 40 Attendance and speaking by directors and non-shareholders 41 Adjournment Voting at general meetings 42 Voting: general 43 Errors and disputes 44 Poll votes 45 Content of proxy notices 46 Delivery of proxy notices 47 Amendments to resolutions Part 5 Administrative arrangements 48 Means of communication to be used 49 Company seals 50 No right to inspect accounts and other records

ARCHIVED: This archived Precedent sets out the statutory form of model articles for private companies limited by shares incorporated under the Companies Act 2006 and 27 April 2013. An amended version of the model articles applies to companies incorporated on or after 28 April 2013. This Precedent contains public sector information licensed under the Open Government Licence version 1.0. It is not maintained but is included for historical reference as this version of the model articles may still apply to some companies incorporated prior to 28 April 2013. Index to the articles Part 1 Interpretation and limitation of liability 1 Defined terms 2 Liability of members Part 2 Directors Directors' powers and responsibilities 3 Directors' general authority 4 Shareholders' reserve power 5 Directors may delegate 6 Committees Decision-making by directors 7 Directors to take decisions collectively 8 Unanimous decisions 9 Calling a directors' meeting 10 Participation in directors' meetings 11 Quorum for directors' meetings 12 Chairing of directors' meetings 13 Casting vote 14 Conflicts of interest 15 Records of decisions to be kept 16 Directors' discretion to make further rules Appointment of directors 17 Methods of appointing directors 18 Termination of director's appointment 19 Directors' remuneration

Index to the articles Part 1 Interpretation and limitation of liability 1 Defined terms 2 Liability of members Part 2 Directors Directors' powers and responsibilities 3 Directors' general authority 4 Members' reserve power 5 Directors may delegate 6 Committees Decision-making by directors 7 Directors to take decisions collectively 8 Calling a directors' meeting 9 Participation in directors' meetings 10 Quorum for directors' meetings 11 Meetings where total number of directors less than quorum 12 Chairing directors' meetings 13 Voting at directors' meetings: general rules 14 Chairman's casting vote at directors' meetings 15 Alternates voting at directors' meetings 16 Conflicts of interest 17 Proposing directors' written resolutions 18 Adoption of directors' written resolutions 19 Directors' discretion to make further rules Appointment of directors 20 Methods of appointing directors 21 Retirement of directors by rotation 22 Termination of director's appointment 23 Directors' remuneration 24 Directors' expenses Alternate directors 25 Appointment and removal of alternates 26 Rights and responsibilities of alternate directors 27 Termination of alternate directorship Part 3 Decision-making by members Organisation of general meetings 28 Members can call general meeting if not enough directors 29 Attendance and speaking at general meetings 30 Quorum for general meetings 31 Chairing general meetings 32 Attendance and speaking by directors and non-members 33 Adjournment Voting at general meetings 34 Voting: general 35 Errors and disputes 36 Demanding a poll 37 Procedure on a poll 38 Content of proxy notices 39 Delivery of proxy notices 40 Amendments to resolutions Restrictions on members' rights 41 No voting of shares on which money owed to company Application of rules to class meetings 42 Class meetings Part 4 Shares and distributions Issue of shares 43 Powers

ARCHIVED: This archived Precedent sets out the statutory form of model articles for public companies limited by shares incorporated under the Companies Act 2006 and 27 April 2013. An amended version of the model articles applies to companies incorporated on or after 28 April 2013. This Precedent contains public sector information licensed under the Open Government Licence version 1.0. It is not maintained but is included for historical reference as this version of the model articles may still apply to some companies incorporated prior to 28 April 2013. Index to the articles Part 1 Interpretation and limitation of liability 1 Defined terms 2 Liability of members Part 2 Directors Directors' powers and responsibilities 3 Directors' general authority 4 Members' reserve power 5 Directors may delegate 6 Committees Decision-making by directors 7 Directors to take decisions collectively 8 Calling a directors' meeting 9 Participation in directors' meetings 10 Quorum for directors' meetings 11 Meetings where total number of directors less than quorum 12 Chairing directors' meetings 13 Voting at directors' meetings: general rules 14 Chairman's casting vote at directors' meetings 15 Alternates voting at directors' meetings 16 Conflicts of interest 17 Proposing directors' written resolutions 18 Adoption

Model Commercial Leases Several leading property owners and associations have, over time, sought to develop standardised,

EU Law analysis: The European Commission has released an updated version of the Model Contractual Clauses for AI Procurement (MCC-AI), providing further guidance for public-sector buyers navigating AI procurement under the EU Artificial Intelligence Act (EU AI Act). However, these clauses also serve as a practical tool to help any private organisation meet their legal obligations when providing or procuring AI systems, particularly high-risk AI solutions. Patrick Van Eecke, partner, and Enrique Capdevila, special counsel, at Cooley, discuss the key takeaways of the MCC-AI for companies.

The model discretionary investment management agreement can be found on the Investment Association’s website here. Please note that non-members of the Investment Association (IA) may only use the model agreement with the IA’s permission. In

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