Model Articles Definition

GLOSSARY

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What does Model Articles mean?

articles of association in the form prescribed for certain types of companies under CA 2006, s 19. The Companies (model Articles) Regulations 2008 (SI 2008/3229) provide default articles for private companies limited by shares, private companies limited by guarantee, and public companies. Since 1 October 2009, these model articles replace table a as the default set of articles for limited companies incorporated on or after that date. Table A continues to apply to limited companies incorporated before 1 October 2009, unless and until they specifically adopt the model articles.

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Incorporating a private company limited by shares—checklist

Incorporating a private company limited by shares—checklist For full details on the incorporation of a private company limited by shares, see Practice Note: Incorporating a company. Matter to be considered or step to be taken Companies Act 2006 (CA 2006) reference (if applicable) Tick box when step complete or matter considered Preparing to incorporate a private company limited by shares Will the company be tailor-made on incorporation or purchased 'off the shelf'? If the company is to be 'tailor made', proceed with the rest of the considerations and steps within this checklist. N/A Who are the initial shareholders (also known as subscribers)? There may be just one subscribing shareholder. CA 2006, ss 9–10 Who are the initial directors of the company? A private company may have a sole director. CA 2006, ss 9, 154 Will the company appoint a company secretary? Private companies are not required to have secretaries. CA 2006 ss 270, 271 Is the company adopting its own, bespoke articles of...

Tailoring a shelf company limited by shares—checklist

Tailoring a shelf company limited by shares—checklist STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. It is intended to enhance corporate transparency in the UK, principally through Companies House reforms and amendments to provisions of the Companies Act 2006. It also seeks to modernise the regulatory framework for limited partnerships and create stronger powers to tackle economic crime. ECCTA 2023 is to come into force in stages. A number of its provisions came into force on 4 March 2024 and may impact this content. For further information, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023, particularly the legislation and consultation tracker. A person wishing to set up a new company has the following options: • they can incorporate a new company in accordance with the Companies Act 2006 (CA 2006), which is tailored to meet its specific requirements upon incorporation (a tailor-made company), or • they can...

Declaration of a director's interests—articles of association

Declaration of a director's interests—articles of association A director who is in any way, directly or indirectly, interested in: • a proposed transaction or arrangement with the company of which they are a director, or • a transaction or arrangement that has been entered into by the company of which they are a director, must declare the nature and extent of that interest to the other directors in accordance with the Companies Act 2006 (CA 2006), subject to certain exceptions. For further information, see Practice Note: Declaration of a director's interests—the statutory provisions. For guidance as to when a director has an interest that must be declared, see Flowcharts: Declaration of a director's interests—proposed transaction or arrangement and Declaration of a director's interests—existing transaction or arrangement. Some or all of the statutory provisions relating to the declaration of a director's interests may also apply to other companies and entities, but this issue is outside the scope of this Practice Note. In addition, there may be other rules relating to...

Directors’ decision-making—written resolutions and decisions by sole directors

Directors’ decision-making—written resolutions and decisions by sole directors This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers how sole directors make decisions under the model articles for private companies limited by shares. For details on the power and authority of directors to make decisions, whether as a full board or as part of a committee, directors’ duties considerations when making decisions, and decision-making in group companies, see Practice Note: Directors’ decision-making—power, authority and duties. For details on calling board meetings, including giving notice, content requirements of notices, attendance and attendees at board meetings, see Practice Note: Directors’ decision-making—convening board meetings. For information on typical conduct at board meetings, including the role of the chair, quorum and voting requirements, declaring interests in transactions, consideration of board papers and debate, see Practice Note: Directors’ decision-making—conduct at board meetings. Also see Practice Note: Directors’ decision-making—post board meeting formalities for an examination of preparing board minutes and administrative requirements...

Discover our 136 Practice Notes on Model Articles

Execution clause—company—deed

Option 1—deed executed by a company under its common seal (model articles, where the authorised signatory is an individual) Executed as a deed by [insert name of company] by affixing its common seal and by the signature of [insert name of director/secretary/other authorised person], [director OR secretary OR authorised signatory], in the presence of: [affix the common seal of the company].................................................[signature of director/secretary/authorised person] [Director OR Secretary OR Authorised signatory] .................................................[signature of witness] [insert name of witness] [insert witness’s address] [insert witness’s occupation] Option 2—deed executed by a company under its common seal (model articles, where the signing...

Articles of association—right to manage company

Articles of association of a rtm company The companies act 2006 Articles of association of [insert name] rtm company limited a company limited by guarantee and not having a share capital

Dive into our 46 Precedents related to Model Articles

Can an alternate director sign a deed on behalf of a company?

Can an alternate director sign a deed on behalf of a company? For the purposes of this Q&A, we have assumed the company is incorporated in England and Wales and as such the Companies Act 2006 (CA 2006) applies and the deed is exclusively governed by English law. As there is no statutory right to appoint an alternate director, the scope of the alternate directors powers will depend on what is provided for in the company’s articles of association. The Model articles—public company—before 28 April 2013, for example, permit a director to appoint either (a) any other director or (b) any other person approved by resolution of the directors to exercise that director's powers and carry out that director's responsibilities (Reg 25(1)). Unless the articles specify otherwise, alternate directors are deemed for all purposes to be directors, are liable for their own acts and omissions, are subject to the same restrictions as their appointors and are not deemed to be agents of their appointors (Reg 26(2)). For...

Will a director of a private company with Table A articles automatically be removed as a director on his incapacity? What happens if there are only two directors?

Will a director of a private company with Table A articles automatically be removed as a director on his incapacity? What happens if there are only two directors? It is assumed that the company is a private company limited by shares which adopted Table A in its entirety (ie, without modification) as its articles of association. The Companies Act 2006 (CA 2006) provides that a private company limited by shares must have at least one director who is a natural person (ie, an individual) (CA 2006, ss 154–155). Table A: Butterworths Company Law Handbook [A2] provides that, unless otherwise determined by ordinary resolution, the number of directors shall not be subject to any maximum but shall be not less than two (Regulation 64). Accordingly, if there is only one director, it may be necessary to appoint an additional director or pass an ordinary resolution to modify Regulation 64. Table A, Regulations 78 and 79 provide that the company or the directors may appoint a person as...

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Share Incentives weekly highlights—12 December 2024

This week's edition of Share Incentives weekly highlights includes (1) in relation to employee benefit trusts, the cases of JTC Employer Solutions Trustee Ltd v Garnett and also MR Currell Ltd v Revenue and Customs Commissioners, (2) the Welsh Government publishing its Budget for 2025–26, and (3) a consultation published by the Financial Conduct Authority which includes proposals for updating the FCA’s Handbook to align with the new edition of the UK Corporate Governance Code that was published in January 2024.

Restructuring & Insolvency weekly highlights—12 December 2024

This week's edition of Restructuring & Insolvency weekly highlights includes: clarification of the position of sole directors under the Model Articles and the interaction between UK sanctions regulations and in-court appointment of administrators (Re KRF Services (UK) Ltd), an analysis of the inalienability of occupational pensions (White v Manolete), a discussion of whether the professional indemnity insurer of an insolvent insured is to be treated in law as being liable in respect of the same damage as that for which its insured is liable for the purpose of enabling the insurer to pursue a claim to recover a contribution pursuant to the Civil Liability (Contribution) Act 1978 (Riedweg v HCC International Insurance Plc), plus a round-up of other news and cases for restructuring and insolvency professionals.

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