Model Articles are available for the three most common types of company (incorporated on or after 28 April 2013):
Model Articles are available for the three most common types of company (incorporated before 28 April 2013):
Model articles for private companies limited by shares (Word 103Kb)
http://www.companieshouse.gov.uk/about/modelArticles/modelArticles.shtml
Model articles for private companies limited by guarantee (Word 80Kb)
Model articles for public companies (Word 173Kb)
SCHEDULE
1 Regulation 2
MODEL
ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES
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
51. Provision for employees on cessation of business
DIRECTORS’ INDEMNITY AND INSURANCE
52. Indemnity
53. Insurance
PART 1
INTERPRETATION AND LIMITATION OF
LIABILITY
Defined terms
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;
“chairman” has the meaning given in article 12;
“chairman of the meeting” has the meaning given in
article 39;
“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 the meaning given in
article 31;
“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;
“participate”, in relation to a directors’ meeting,
has the meaning given in article 10;
“proxy notice” has the meaning given in article 45;
“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.
Liability of members
2. 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
Directors’ general authority
3. 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.
Shareholders’ reserve power
4.—(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.
Directors may delegate
5.—(1) Subject to the articles,
the directors may delegate any of the powers which are conferred on them under
the articles—
(a)
to such person or committee;
(b)
by such means (including by power of attorney);
(c)
to such an extent;
(d)
in relation to such matters or territories; and
(e)
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.
Committees
6.—(1) Committees to which the
directors delegate any of their powers must follow procedures which are based
as far as they are applicable on those provisions of the articles which govern
the taking of decisions by directors.
(2)
The directors may make rules of procedure for all or any committees, which
prevail over rules derived from the articles if they are not consistent with
them.
DECISION-MAKING
BY DIRECTORS
Directors to take decisions
collectively
7.—(1) The general rule about
decision-making by directors is that any decision of the directors must be
either a majority decision at a meeting or a decision taken in accordance with article 8.
(2) If—
(a)
the company only has one director, and
(b)
no provision of the articles requires it to have more than one director,
the general rule does not
apply, and the director may take decisions without regard to any of the provisions
of the articles relating to directors’ decision-making.
Unanimous decisions
8.—(1) A decision of the
directors is taken in accordance with this article when all eligible directors
indicate to each other by any means that they share a common view on a matter.
(2) Such a decision may take
the form of a resolution in writing, copies of which have been signed by each
eligible director or to which each eligible director has otherwise indicated agreement
in writing.
(3) References in this article
to eligible directors are to directors who would have been entitled to vote on
the matter had it been proposed as a resolution at a directors’ meeting.
(4) A decision may not be
taken in accordance with this article if the eligible directors would not have
formed a quorum at such a meeting.
Calling a directors’ meeting
9.—(1) Any director may call a
directors’ meeting by giving notice of the meeting to the
directors or by authorising
the company secretary (if any) to give such notice.
(2) Notice of any directors’
meeting must indicate—
(a)
its proposed date and time;
(b)
where it is to take place; and
(c)
if it is anticipated that directors participating in the meeting will not be in
the same place, how it is proposed that they should communicate with each other
during the meeting.
(3) Notice of a directors’
meeting must be given to each director, but need not be in writing.
(4) Notice of a directors’
meeting need not be given to directors who waive their entitlement to notice of
that meeting, by giving notice to that effect to the company not more than 7
days after the date on which the meeting is held. Where such notice is given
after the meeting has been held, that does not affect the validity of the
meeting, or of any business conducted at it.
Participation in directors’
meetings
10.—(1) Subject to the articles,
directors participate in a directors’ meeting, or part of a
directors’ meeting, when—
(a)
the meeting has been called and takes place in accordance with the articles,
and
(b)
they can each communicate to the others any information or opinions they have
on any particular item of the business of the meeting.
(2) In determining whether
directors are participating in a directors’ meeting, it is irrelevant where any
director is or how they communicate with each other.
(3) If all the directors
participating in a meeting are not in the same place, they may decide that the
meeting is to be treated as taking place wherever any of them is.
Quorum for directors’ meetings
11.—(1) At a directors’ meeting,
unless a quorum is participating, no proposal is to be voted on, except a
proposal to call another meeting.
(2) The quorum for directors’
meetings may be fixed from time to time by a decision of the directors, but it
must never be less than two, and unless otherwise fixed it is two.
(3) If the total number of
directors for the time being is less than the quorum required, the
directors must not take any
decision other than a decision—
(a)
to appoint further directors, or
(b)
to call a general meeting so as to enable the shareholders to appoint further
directors.
Chairing of directors’
meetings
12.—(1) The directors may appoint
a director to chair their meetings.
(2) The person so appointed
for the time being is known as the chairman.
(3) The directors may
terminate the chairman’s appointment at any time.
(4) If the chairman is not
participating in a directors’ meeting within ten minutes of the time at which
it was to start, the participating directors must appoint one of themselves to
chair it.
Casting vote
13.—(1) If the numbers of votes
for and against a proposal are equal, the chairman or other director chairing
the meeting has a casting vote.
(2) But this does not apply
if, in accordance with the articles, the chairman or other director is not to
be counted as participating in the decision-making process for quorum or voting
purposes.
Conflicts of interest
14.—(1) If a proposed decision of
the directors is concerned with an actual or proposed
transaction or arrangement
with the company in which a director is interested, that director is not to be
counted as participating in the decision-making process for quorum or voting
purposes.
(2) But if paragraph (3)
applies, a director who is interested in an actual or proposed transaction or
arrangement with the company is to be counted as participating in the
decision-making process for quorum and voting purposes.
(3) This paragraph applies
when—
(a)
the company by ordinary resolution disapplies the provision of the articles
which would otherwise prevent a director from being counted as participating in
the decision-making process;
(b)
the director’s interest cannot reasonably be regarded as likely to give rise to
a conflict of interest; or
(c)
the director’s conflict of interest arises from a permitted cause.
(4) For the purposes of this
article, the following are permitted causes—
(a)
a guarantee given, or to be given, by or to a director in respect of an
obligation incurred by or on behalf of the company or any of its subsidiaries;
(b)
subscription, or an agreement to subscribe, for shares or other securities of
the company or any of its subsidiaries, or to underwrite, sub-underwrite, or
guarantee subscription for any such shares or securities; and
(c)
arrangements pursuant to which benefits are made available to employees and
directors or former employees and directors of the company or any of its
subsidiaries which do not provide special benefits for directors or former
directors.
(5) For the purposes of this
article, references to proposed decisions and decision-making
processes include any
directors’ meeting or part of a directors’ meeting.
(6) Subject to paragraph (7),
if a question arises at a meeting of directors or of a committee of directors
as to the right of a director to participate in the meeting (or part of the
meeting) for voting or quorum purposes, the question may, before the conclusion
of the meeting, be referred to the chairman whose ruling in relation to any
director other than the chairman is to be final and conclusive.
(7) If any question as to the
right to participate in the meeting (or part of the meeting) should arise in
respect of the chairman, the question is to be decided by a decision of the
directors at that meeting, for which purpose the chairman is not to be counted
as participating in the meeting (or that part of the meeting) for voting or
quorum purposes.
Records of decisions to be
kept
15. 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.
Directors’ discretion to make
further rules
16. 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
Methods of appointing
directors
17.—(1) 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—
(a)
by ordinary resolution, or
(b)
by a decision of the directors.
(2) 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.
(3) For the purposes of
paragraph (2), 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.
Termination of director’s
appointment
18. A person ceases to be a
director as soon as—
(a)
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;
(b)
a bankruptcy order is made against that person;
(c)
a composition is made with that person’s creditors generally in satisfaction of
that
person’s
debts;
(d)
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;
(e)
by reason of that person’s mental health, a court makes an order which wholly
or partly prevents that person from personally exercising any powers or rights
which that person would otherwise have;
(f)
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.
Directors’ remuneration
19.—(1) Directors may undertake
any services for the company that the directors decide.
(2) Directors are entitled to
such remuneration as the directors determine—
(a)
for their services to the company as directors, and
(b)
for any other service which they undertake for the company.
(3) Subject to the articles, a
director’s remuneration may—
(a)
take any form, and
(b)
include any arrangements in connection with the payment of a pension, allowance
or gratuity, or any death, sickness or disability benefits, to or in respect of
that director.
(4) Unless the directors
decide otherwise, directors’ remuneration accrues from day to day.
(5) Unless the directors
decide otherwise, directors are not accountable to the company for any remuneration
which they receive as directors or other officers or employees of the company’s
subsidiaries or of any other body corporate in which the company is interested.
Directors’ expenses
20. The company may pay any
reasonable expenses which the directors properly incur in
connection with their
attendance at—
(a)
meetings of directors or committees of directors,
(b)
general meetings, or
(c)
separate meetings of the holders of any class of shares or of debentures of the
company, or otherwise in connection with the exercise of their powers and the
discharge of their responsibilities in relation to the company.
PART 3
SHARES AND DISTRIBUTIONS
SHARES
All shares to be fully paid up
21.—(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.
Powers to issue different
classes of share
22.—(1) Subject to the articles,
but without prejudice to the rights attached to any existing share, the company
may issue shares with such rights or restrictions as may be determined by
ordinary resolution.
(2) The company may issue
shares which are to be redeemed, or are liable to be redeemed at the option of
the company or the holder, and the directors may determine the terms,
conditions and manner of redemption of any such shares.
Company not bound by less than
absolute interests
23. 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.
Share certificates
24.—(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—
(a)
in respect of how many shares, of what class, it is issued;
(b)
the nominal value of those shares;
(c)
that the shares are fully paid; and
(d)
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—
(a)
have affixed to them the company’s common seal, or
(b)
be otherwise executed in accordance with the Companies Acts.
Replacement share certificates
25.—(1) If a certificate issued
in respect of a shareholder’s shares is—
(a)
damaged or defaced, or
(b)
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—
(a)
may at the same time exercise the right to be issued with a single certificate
or separate certificates;
(b)
must return the certificate which is to be replaced to the company if it is
damaged or defaced; and
(c)
must comply with such conditions as to evidence, indemnity and the payment of a
reasonable
fee as the directors decide.
Share transfers
26.—(1) Shares may be transferred
by means of an instrument of transfer in any usual form or any other form
approved by the directors, which is executed by or on behalf of the transferor.
(2) No fee may be charged for
registering any instrument of transfer or other document relating to or
affecting the title to any share.
(3) The company may retain any
instrument of transfer which is registered.
(4) The transferor remains the
holder of a share until the transferee’s name is entered in the register of
members as holder of it.
(5) The directors may refuse
to register the transfer of a share, and if they do so, the instrument of
transfer must be returned to the transferee with the notice of refusal unless
they suspect that the proposed transfer may be fraudulent.
Transmission of shares
27.—(1) If title to a share
passes to a transmittee, the company may only recognise the
transmittee as having any
title to that share.
(2) A transmittee who produces
such evidence of entitlement to shares as the directors may properly require—
(a)
may, subject to the articles, choose either to become the holder of those
shares or to have them transferred to another person, and
(b)
subject to the articles, and pending any transfer of the shares to another
person, has the same rights as the holder had.
(3) But transmittees do not
have the right to attend or vote at a general meeting, or agree to a proposed
written resolution, in respect of shares to which they are entitled, by reason
of the holder’s death or bankruptcy or otherwise, unless they become the
holders of those shares.
Exercise of transmittees’
rights
28.—(1) Transmittees who wish to
become the holders of shares to which they have become entitled must notify the
company in writing of that wish.
(2) If the transmittee wishes
to have a share transferred to another person, the transmittee must execute an
instrument of transfer in respect of it.
(3) Any transfer made or
executed under this article is to be treated as if it were made or
executed by the person from
whom the transmittee has derived rights in respect of the share, and as if the
event which gave rise to the transmission had not occurred.
Transmittees bound by prior
notices
29. If a notice is given to a
shareholder in respect of shares and a transmittee is entitled to those shares,
the transmittee is bound by the notice if it was given to the shareholder
before the transmittee’s name has been entered in the register of members.
DIVIDENDS
AND OTHER DISTRIBUTIONS
Procedure for declaring
dividends
30.—(1) The company may by
ordinary resolution declare dividends, and the directors may decide to pay
interim dividends.
(2) A dividend must not be
declared unless the directors have made a recommendation as to its amount. Such
a dividend must not exceed the amount recommended by the directors.
(3) No dividend may be
declared or paid unless it is in accordance with shareholders’ respective rights.
(4) Unless the shareholders’
resolution to declare or directors’ decision to pay a dividend, or the terms on
which shares are issued, specify otherwise, it must be paid by reference to
each shareholder’s holding of shares on the date of the resolution or decision
to declare or pay it.
(5) If the company’s share
capital is divided into different classes, no interim dividend may be paid on
shares carrying deferred or non-preferred rights if, at the time of payment, any
preferential dividend is in arrear.
(6) The directors may pay at
intervals any dividend payable at a fixed rate if it appears to them that the
profits available for distribution justify the payment.
(7) If the directors act in
good faith, they do not incur any liability to the holders of shares
conferring preferred rights
for any loss they may suffer by the lawful payment of an interim dividend on
shares with deferred or non-preferred rights.
Payment of dividends and other
distributions
31.—(1) Where a dividend or other
sum which is a distribution is payable in respect of a share, it must be paid
by one or more of the following means—
(a)
transfer to a bank or building society account specified by the distribution
recipient either in writing or as the directors may otherwise decide;
(b)
sending a cheque made payable to the distribution recipient by post to the
distribution recipient at the distribution recipient’s registered address (if
the distribution recipient is a holder of the share), or (in any other case) to
an address specified by the distribution recipient either in writing or as the
directors may otherwise decide;
(c)
sending a cheque made payable to such person by post to such person at such
address as the distribution recipient has specified either in writing or as the
directors may otherwise decide; or
(d)
any other means of payment as the directors agree with the distribution
recipient either in writing or by such other means as the directors decide.
(2) In the articles, “the
distribution recipient” means, in respect of a share in respect of which a dividend
or other sum is payable—
(a)
the holder of the share; or
(b)
if the share has two or more joint holders, whichever of them is named first in
the register of members; or
(c)
if the holder is no longer entitled to the share by reason of death or
bankruptcy, or
otherwise
by operation of law, the transmittee.
No interest on distributions
32. The company may not pay
interest on any dividend or other sum payable in respect of a share unless otherwise
provided by—
(a)
the terms on which the share was issued, or
(b)
the provisions of another agreement between the holder of that share and the
company.
Unclaimed distributions
33.—(1) All dividends or other
sums which are—
(a)
payable in respect of shares, and
(b)
unclaimed after having been declared or become payable,
may
be invested or otherwise made use of by the directors for the benefit of the
company until claimed.
(2) The payment of any such
dividend or other sum into a separate account does not make the company a
trustee in respect of it.
(3) If—
(a)
twelve years have passed from the date on which a dividend or other sum became
due for payment, and
(b)
the distribution recipient has not claimed it,
the distribution recipient is
no longer entitled to that dividend or other sum and it ceases to remain owing
by the company.
Non-cash distributions
34.—(1) Subject to the terms of
issue of the share in question, the company may, by ordinary resolution on the
recommendation of the directors, decide to pay all or part of a dividend or
other distribution payable in respect of a share by transferring non-cash
assets of equivalent value (including, without limitation, shares or other
securities in any company).
(2) For the purposes of paying
a non-cash distribution, the directors may make whatever
arrangements they think fit,
including, where any difficulty arises regarding the distribution—
(a)
fixing the value of any assets;
(b)
paying cash to any distribution recipient on the basis of that value in order
to adjust the rights of recipients; and
(c)
vesting any assets in trustees.
Waiver of distributions
35. Distribution recipients may
waive their entitlement to a dividend or other distribution
payable in respect of a share
by giving the company notice in writing to that effect, but if—
(a)
the share has more than one holder, or
(b)
more than one person is entitled to the share, whether by reason of the death
or
bankruptcy
of one or more joint holders, or otherwise,
the notice is not effective
unless it is expressed to be given, and signed, by all the holders or persons
otherwise entitled to the share.
CAPITALISATION
OF PROFITS
Authority to capitalise and
appropriation of capitalised sums
36.—(1) Subject to the articles,
the directors may, if they are so authorised by an ordinary
resolution—
(a)
decide to capitalise any profits of the company (whether or not they are
available for distribution) which are not required for paying a preferential
dividend, or any sum standing to the credit of the company’s share premium
account or capital redemption reserve; and
(b)
appropriate any sum which they so decide to capitalise (a “capitalised sum”) to
the persons who would have been entitled to it if it were distributed by way of
dividend (the “persons entitled”) and in the same proportions.
(2) Capitalised sums must be
applied—
(a)
on behalf of the persons entitled, and
(b)
in the same proportions as a dividend would have been distributed to them.
(3) Any capitalised sum may be
applied in paying up new shares of a nominal amount equal to the capitalised
sum which are then allotted credited as fully paid to the persons entitled or
as they may direct.
(4) A capitalised sum which
was appropriated from profits available for distribution may be applied in
paying up new debentures of the company which are then allotted credited as
fully paid to the persons entitled or as they may direct.
(5) Subject to the articles
the directors may—
(a)
apply capitalised sums in accordance with paragraphs (3) and (4) partly in one
way and partly in another;
(b)
make such arrangements as they think fit to deal with shares or debentures
becoming distributable in fractions under this article (including the issuing
of fractional certificates or the making of cash payments); and
(c)
authorise any person to enter into an agreement with the company on behalf of
all the persons entitled which is binding on them in respect of the allotment
of shares and debentures to them under this article.
PART 4
DECISION-MAKING BY SHAREHOLDERS
ORGANISATION OF GENERAL MEETINGS
Attendance and speaking at
general meetings
37.—(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—
(a)
that person is able to vote, during the meeting, on resolutions put to the vote
at the meeting, and
(b)
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.
Quorum for general meetings
38. 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.
Chairing general meetings
39.—(1) If the directors have
appointed a chairman, the chairman shall chair general meetings if present and
willing to do so.
(2) If the directors have not
appointed a chairman, or if the chairman is unwilling to chair the meeting or
is not present within ten minutes of the time at which a meeting was due to
start—
(a)
the directors present, or
(b)
(if no directors are present), the meeting,
must appoint a director or
shareholder to chair the meeting, and the appointment of the chairman of the
meeting must be the first business of the meeting.
(3) The person chairing a
meeting in accordance with this article is referred to as “the chairman of the
meeting”.
Attendance and speaking by
directors and non-shareholders
40.—(1) Directors may attend and
speak at general meetings, whether or not they are
shareholders.
(2) The chairman of the
meeting may permit other persons who are not—
(a)
shareholders of the company, or
(b)
otherwise entitled to exercise the rights of shareholders in relation to
general meetings,
to attend and speak at a
general meeting.
Adjournment
41.—(1) If the persons attending
a general meeting within half an hour of the time at which the meeting was due
to start do not constitute a quorum, or if during a meeting a quorum ceases to
be present, the chairman of the meeting must adjourn it.
(2) The chairman of the
meeting may adjourn a general meeting at which a quorum is present if—
(a)
the meeting consents to an adjournment, or
(b)
it appears to the chairman of the meeting that an adjournment is necessary to
protect the safety of any person attending the meeting or ensure that the
business of the meeting is conducted in an orderly manner.
(3) The chairman of the
meeting must adjourn a general meeting if directed to do so by the meeting.
(4) When adjourning a general
meeting, the chairman of the meeting must—
(a)
either specify the time and place to which it is adjourned or state that it is
to continue at a time and place to be fixed by the directors, and
(b)
have regard to any directions as to the time and place of any adjournment which
have been given by the meeting.
(5) If the continuation of an
adjourned meeting is to take place more than 14 days after it was adjourned,
the company must give at least 7 clear days’ notice of it (that is, excluding
the day of the adjourned meeting and the day on which the notice is given)—
(a)
to the same persons to whom notice of the company’s general meetings is
required to be given, and
(b)
containing the same information which such notice is required to contain.
(6)
No business may be transacted at an adjourned general meeting which could not
properly have been transacted at the meeting if the adjournment had not taken
place.
VOTING
AT GENERAL MEETINGS
Voting: general
42. 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.
Errors and disputes
43.—(1) No objection may be
raised to the qualification of any person voting at a general
meeting except at the meeting
or adjourned meeting at which the vote objected to is tendered, and every vote
not disallowed at the meeting is valid.
(2) Any such objection must be
referred to the chairman of the meeting, whose decision is final.
Poll votes
44.—(1) A poll on a resolution
may be demanded—
(a)
in advance of the general meeting where it is to be put to the vote, or
(b)
at a general meeting, either before a show of hands on that resolution or
immediately after the result of a show of hands on that resolution is declared.
(2) A poll may be demanded by—
(a)
the chairman of the meeting;
(b)
the directors;
(c)
two or more persons having the right to vote on the resolution; or
(d)
a person or persons representing not less than one tenth of the total voting
rights of all the shareholders having the right to vote on the resolution.
(3) A demand for a poll may be
withdrawn if—
(a)
the poll has not yet been taken, and
(b)
the chairman of the meeting consents to the withdrawal.
(4) Polls must be taken
immediately and in such manner as the chairman of the meeting directs.
Content of proxy notices
45.—(1) Proxies may only validly
be appointed by a notice in writing (a “proxy notice”)
which—
(a)
states the name and address of the shareholder appointing the proxy;
(b)
identifies the person appointed to be that shareholder’s proxy and the general
meeting in relation to which that person is appointed;
(c)
is signed by or on behalf of the shareholder appointing the proxy, or is
authenticated in such manner as the directors may determine; and
(d)
is delivered to the company in accordance with the articles and any
instructions contained in the notice of the general meeting to which they
relate.
(2) The company may require
proxy notices to be delivered in a particular form, and may
specify different forms for
different purposes.
(3) Proxy notices may specify
how the proxy appointed under them is to vote (or that the proxy is to abstain
from voting) on one or more resolutions.
(4) Unless a proxy notice
indicates otherwise, it must be treated as—
(a)
allowing the person appointed under it as a proxy discretion as to how to vote
on any ancillary or procedural resolutions put to the meeting, and
(b)
appointing that person as a proxy in relation to any adjournment of the general
meeting to which it relates as well as the meeting itself.
Delivery of proxy notices
46.—(1) A person who is entitled
to attend, speak or vote (either on a show of hands or on a poll) at a general
meeting remains so entitled in respect of that meeting or any adjournment of
it, even though a valid proxy notice has been delivered to the company by or on
behalf of that person.
(2) An appointment under a
proxy notice may be revoked by delivering to the company a notice in writing
given by or on behalf of the person by whom or on whose behalf the proxy notice
was given.
(3) A notice revoking a proxy
appointment only takes effect if it is delivered before the start of the
meeting or adjourned meeting to which it relates.
(4) If a proxy notice is not
executed by the person appointing the proxy, it must be accompanied by written
evidence of the authority of the person who executed it to execute it on the
appointor’s behalf.
Amendments to resolutions
47.—(1) An ordinary resolution to
be proposed at a general meeting may be amended by ordinary resolution if—
(a)
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
(b)
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—
(a)
the chairman of the meeting proposes the amendment at the general meeting at
which the resolution is to be proposed, and
(b)
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
Means of communication to be
used
48.—(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.
Company seals
49.—(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—
(a)
any director of the company;
(b)
the company secretary (if any); or
(c)
any person authorised by the directors for the purpose of signing documents to
which the common seal is applied.
No right to inspect accounts
and other records
50. Except as provided by law or
authorised by the directors or an ordinary resolution of the company, no person
is entitled to inspect any of the company’s accounting or other records or documents
merely by virtue of being a shareholder.
Provision for employees on
cessation of business
51. The directors may decide to
make provision for the benefit of persons employed or formerly employed by the
company or any of its subsidiaries (other than a director or former director or
shadow director) in connection with the cessation or transfer to any person of
the whole or part of the undertaking of the company or that subsidiary.
DIRECTORS’
INDEMNITY AND INSURANCE
Indemnity
52.—(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—
(a)
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,
(b)
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),
(c)
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—
(a)
companies are associated if one is a subsidiary of the other or both are
subsidiaries of the same body corporate, and
(b)
a “relevant director” means any director or former director of the company or an
associated company.
Insurance
53.—(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—
(a)
a “relevant director” means any director or former director of the company or
an associated company,
(b)
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
(c)
companies are associated if one is a subsidiary of the other or both are
subsidiaries of the same body corporate.
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