Articles of association—example amendments to introduce growth shares


Published by a ³ÉÈËÓ°Òô Share Incentives expert
Precedents

Articles of association—example amendments to introduce growth shares


Published by a ³ÉÈËÓ°Òô Share Incentives expert

Precedents
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Companies Act 2006

Private company Limited By Shares

Articles of association of [insert name of company] Limited

(Incorporated in England and Wales under registered no. [insert number])

(Adopted by Special Resolution passed on [insert date] [insert year])

    1. 1

      Model Articles

      1. 1.1

        The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles, and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation.

      1. 1.2

        The whole of Model Articles 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)–(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)–(7) (procedure for declaring dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records) 51 (provision for employees on cessation of business), 52 (indemnity) and 53 (insurance)

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Jurisdiction(s):
United Kingdom
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Key definition:
Articles of association definition
What does Articles of association mean?

The principal constitutional document of a company, dealing with management and administration issues, most notably powers of directors, transfer and issue of shares, and board and member meetings. The articles form the fundamental contract between the company and the shareholders and must be available for public inspection at Companies House.

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