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Companies Act 1948

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Articles of Association

6Articles prescribing regulations for companies

There may in the case of a company limited by shares, and there shall in the ease of a company limited by guarantee or unlimited, be registered with the memorandum articles of association signed by the subscribers to the memorandum and prescribing regulations for the company.

7Regulations required in case of unlimited company or company limited by guarantee

(1)In the case of an unlimited company the articles must state the number of members with which the company proposes to be registered and, if the company has a share capital, the amount of share capital with which the company proposes to be registered.

(2)In the case of a company limited by guarantee, the articles must state the number of members with which the company proposes to be registered.

(3)Where an unlimited company or a company limited by guarantee has increased the number of its members beyond the registered number, it shall, within fifteen days after the increase was resolved on or took place, give to the registrar of companies notice of the increase, and the registrar shall record the increase. If default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine.

8Adoption and application of Table A

(1)Articles of association may adopt all or any of the regulations contained in Table A.

(2)In the case of a company limited by shares and registered after the commencement of this Act, if articles are not registered, or, if articles are registered, in so far as the articles do not exclude or modify the regulations contained in Table A, those regulations shall, so far as applicable, be the regulations of the company in the same manner and to the same extent as if they were contained in duly registered articles.

9Printing, stamp, and signature of articles

Articles must—

(a)be printed;

(b)be divided into paragraphs numbered consecutively;

(c)bear the same stamp as if they were contained in a deed;

(d)be signed by each subscriber of the memorandum of association in the presence of at least one witness who must attest the signature, and that attestation shall be sufficient in Scotland as well as in England.

10Alteration of articles by special resolution

(1)Subject to the provisions of this Act and to the conditions contained in its memorandum, a company may by special resolution alter or add to its articles.

(2)Any alteration or addition so made in the articles shall, subject to the provisions of this Act, be as valid as if originally contained therein, and be subject in like manner to alteration by special resolution.

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