THE COMPANIES ACT 2006

PRIVATE COMPANY LIMITED BY SHARES

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ARTICLES OF ASSOCIATION
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Of

COMPANY NAME

 

 

 

THE COMPANIES ACT 2006

PRIVATE COMPANY LIMITED BY SHARES

_________________________________

ARTICLES OF ASSOCIATION
_________________________________

Of

COMPANY NAME

 

PART 1
INTERPRETATION AND LIMITATION OF LIABILITY

 

1. Defined terms
   1. The regulations contained in the Model Articles for Private Companies Limited by Shares set out in Schedule 1 of The Companies (Model Articles) Regulations 2008 (SI 3229/2008), shall not apply to the Company.
   2. 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;
      “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;
      “document”	includes, unless otherwise specified, any document sent or supplied in electronic form;
      “electronic form”	has the meaning given in section 1168 of the Companies Act 2006;
      “fully paid”	in relation to a share, means that the nominal value and any premium to be paid to the company in respect of that share have been paid to the company;
      “hard copy form”	has the meaning given in section 1168 of the Companies Act 2006;
      “holder”	in relation to shares means the person whose name is entered in the register of members as the holder of the shares;
      “instrument”	means a document in hard copy form;
      “ordinary resolution”	has the meaning given in section 282 of the Companies Act 2006;
      “paid”	means paid or credited as paid;
      “shareholder”	means a person who is the holder of a share
      “shares”	means shares in the company; “special resolution” has the meaning given in section 283 of the Companies Act 2006;
      “subsidiary”	has the meaning given in section 1159 of the Companies Act 2006;
      “transmittee”	means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law; and
      “writing”	means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

      Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.

2. Liability of members
   The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

PART 2

DIRECTORS

DIRECTORS' POWERS AND RESPONSIBILITIES

3. Directors' general authority
   Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company.
4. Shareholders’ reserve power
   1. The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.
   2. No such special resolution invalidates anything which the directors have done before the passing of the resolution.
5. Directors may delegate
   1. Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—
      1. to such person or committee;
      2. by such means (including by power of attorney);
      3. to such an extent;
      4. in relation to such matters or territories; and
      5. on such terms and conditions; as they think fit.
   2. If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.
   3. The directors may revoke any delegation in whole or part, or alter its terms and conditions.

DECISION-MAKING BY DIRECTORS

6. Directors decisions may be taken in the form of a written resolution, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing
7. Records of decisions to be kept
   The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.
8. Directors' discretion to make further rules
   Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

APPOINTMENT OF DIRECTORS

9. Methods of appointing directors
   1. There shall be no maximum number of directors and the minimum number of directors shall be one. Whenever the Company has two or more directors, at least one of them shall be a natural person.
   2. Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director—
      1. by ordinary resolution, or
      2. by a decision of the directors.
   3. In any case where, as a result of death, the company has no shareholders and no directors, the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director.
   4. For the purposes of paragraph (3), where 2 or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder.
10. Termination of director's appointment
    A person ceases to be a director as soon as—
    1. that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;
    2. a bankruptcy order is made against that person;
    3. a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
    4. a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
    5. [paragraph omitted pursuant to The Mental Health (Discrimination) Act 2013]
    6. notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.
11. Directors’ remuneration
    1. Directors may undertake any services for the company that the directors decide.
    2. Directors are entitled to such remuneration as the directors determine—
       1. for their services to the company as directors, and
       2. for any other service which they undertake for the company.
    3. a director’s remuneration will be paid monthly in by way of salary.
    4. Unless the directors decide otherwise, directors’ remuneration accrues from day to day.

PART 3

SHARES AND DISTRIBUTIONS

SHARES

12. All shares to be fully paid up
    1. No share is to be issued for less than the aggregate of its nominal value and any premium to be paid to the company in consideration for its issue.
    2. This does not apply to shares taken on the formation of the company by the subscribers to the company’s memorandum.
13. Company not bound by less than absolute interests
    Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder’s absolute ownership of it and all the rights attaching to it.
14. Share certificates
    1. The company must issue each shareholder, free of charge, with one or more certificates in respect of the shares which that shareholder holds.
    2. Every certificate must specify—
       1. in respect of how many shares, of what class, it is issued;
       2. the nominal value of those shares;
       3. that the shares are fully paid; and
       4. any distinguishing numbers assigned to them.
    3. No certificate may be issued in respect of shares of more than one class.
    4. If more than one person holds a share, only one certificate may be issued in respect of it.
    5. Certificates must—
       1. have affixed to them the company’s common seal, or
       2. be otherwise executed in accordance with the Companies Acts.
15. Replacement share certificates
    1. If a certificate issued in respect of a shareholder’s shares is—
       1. damaged or defaced, or
       2. said to be lost, stolen or destroyed, that shareholder is entitled to be issued with a replacement certificate in respect of the same shares.
    2. A shareholder exercising the right to be issued with such a replacement certificate—
       1. may at the same time exercise the right to be issued with a single certificate or separate certificates;
       2. must return the certificate which is to be replaced to the company if it is damaged or defaced; and
       3. must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.

DIVIDENDS AND OTHER DISTRIBUTIONS

16. Procedure for declaring dividends
    The company is not authorised to make any distribution or payment to Directors or Shareholders by way of loan, Dividend or return of capital other  than payment of Directors remuneration as per article 12 above. In the event of the company having a cash surplus upon it being wound up, that surplus will be distributed by way of a gift to a registered charity of the Directors choosing.

PART 4

DECISION-MAKING BY SHAREHOLDERS

ORGANISATION OF GENERAL MEETINGS

17. Attendance and speaking at general meetings
    1. A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
    2. A person is able to exercise the right to vote at a general meeting when—
       1. that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
       2. that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
    3. The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
    4. In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
    5. Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
18. Quorum for general meetings
    No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

VOTING AT GENERAL MEETINGS

19. Voting: general
    A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.
20. Amendments to resolutions
    1. An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if—
       1. notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
       2. the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
    2. A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if—
       1. the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
       2. the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
    3. If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

PART 5

ADMINISTRATIVE ARRANGEMENTS

21. Means of communication to be used
    1. Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company.
    2. Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
    3. A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.
22. Company seals
    1. Any common seal may only be used by the authority of the directors.
    2. The directors may decide by what means and in what form any common seal is to be used.
    3. Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
    4. For the purposes of this article, an authorised person is—
       1. any director of the company;
       2. the company secretary (if any); or
       3. any person authorised by the directors for the purpose of signing documents to which the common seal is applied.

DIRECTORS’ INDEMNITY AND INSURANCE

23. Indemnity
    1. Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company’s assets against—
       1. any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
       2. any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006),
       3. any other liability incurred by that director as an officer of the company or an associated company.
    2. This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
    3. In this article—
       1. companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
       2. a “relevant director” means any director or former director of the company or an associated company.
24. Insurance
    1. The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
    2. In this article—
       1. a “relevant director” means any director or former director of the company or an associated company,
       2. a “relevant loss” means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company, and
       3. companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

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