Every Company must have a set of Articles of Association detailing how the Company will operate.
A Company's Articles of Association govern and regulate its daily management and prescribe how decisions are made.
Under section 18(1) of the Companies Act 2006 a Company must have Articles of Association.
For companies formed after 1 October 2009 the Model Articles published in the Companies (Model Article) Regulations 2008 will apply by default if no other articles are registered or as far as the articles registered omit parts of the relevant model articles. We can prepare Articles of Association tailored to the needs of your company.
For companies formed prior to this date, their current articles will continue to functions as before, however we would advise existing companies to amend their articles in line with the new versions.
Common provisions of Articles of Association include:
- Separate classes of shares and the respective rights and provisions relating to the variation of those rights
- The rights of shareholders
- The appointment, powers and duties and remuneration of directors
- The removal of directors
- Director's indemnity and insurance
- Board meeting arrangements
- Organisation and conduct of general meetings
- Means of communication used by the Company.
- Procedures for issue and transfer of shares (including pre-emption rights and restrictions on transfer)
- Borrowing powers and other specific, restricted matters
- Authorisation and management of directors' conflict of interests