The Companies (Model Articles) Regulations 2008

1Citation and Commencement

2Model articles for private companies limited by shares

3Model articles for private companies limited by guarantee

4Model articles for public companies

SCHEDULE 1MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES

2Liability of members

DIRECTORS’ POWERS AND RESPONSIBILITIES

3Directors’ general authority

4Shareholders’ reserve power

5Directors may delegate

DECISION-MAKING BY DIRECTORS

7Directors to take decisions collectively

8Unanimous decisions

9Calling a directors’ meeting

10Participation in directors’ meetings

11Quorum for directors’ meetings

12Chairing of directors’ meetings

14Conflicts of interest

15Records of decisions to be kept

16Directors’ discretion to make further rules

APPOINTMENT OF DIRECTORS

17Methods of appointing directors

18Termination of director’s appointment

19Directors’ remuneration

20Directors’ expenses

21All shares to be fully paid up

22Powers to issue different classes of share

23Company not bound by less than absolute interests

24Share certificates

25Replacement share certificates

26Share transfers

27Transmission of shares

28Exercise of transmittees’ rights

29Transmittees bound by prior notices

DIVIDENDS AND OTHER DISTRIBUTIONS

30Procedure for declaring dividends

31Payment of dividends and other distributions

32No interest on distributions

33Unclaimed distributions

34Non-cash distributions

35Waiver of distributions

CAPITALISATION OF PROFITS

36Authority to capitalise and appropriation of capitalised sums

ORGANISATION OF GENERAL MEETINGS

37Attendance and speaking at general meetings

38Quorum for general meetings

39Chairing general meetings

40Attendance and speaking by directors and non-shareholders

VOTING AT GENERAL MEETINGS

42Voting: general

43Errors and disputes

45Content of proxy notices

46Delivery of proxy notices

47Amendments to resolutions

48Means of communication to be used

49Company seals

50No right to inspect accounts and other records

51Provision for employees on cessation of business

DIRECTORS’ INDEMNITY AND INSURANCE

SCHEDULE 2MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE

2Liability of members

DIRECTORS’ POWERS AND RESPONSIBILITIES

3Directors’ general authority

4Members’ reserve power

5Directors may delegate

DECISION-MAKING BY DIRECTORS

7Directors to take decisions collectively

8Unanimous decisions

9Calling a directors’ meeting

10Participation in directors’ meetings

11Quorum for directors’ meetings

12Chairing of directors’ meetings

14Conflicts of interest

15Records of decisions to be kept

16Directors’ discretion to make further rules

APPOINTMENT OF DIRECTORS

17Methods of appointing directors

18Termination of director’s appointment

19Directors’ remuneration

20Directors’ expenses

BECOMING AND CEASING TO BE A MEMBER

21Applications for membership

22Termination of membership

ORGANISATION OF GENERAL MEETINGS

23Attendance and speaking at general meetings

24Quorum for general meetings

25Chairing general meetings

26Attendance and speaking by directors and non-members

VOTING AT GENERAL MEETINGS

28Voting: general

29Errors and disputes

31Content of proxy notices

32Delivery of proxy notices

33Amendments to resolutions

34Means of communication to be used

35Company seals

36No right to inspect accounts and other records

37Provision for employees on cessation of business

DIRECTORS’ INDEMNITY AND INSURANCE

SCHEDULE 3MODEL ARTICLES FOR PUBLIC COMPANIES

2Liability of members

DIRECTORS’ POWERS AND RESPONSIBILITIES

3Directors’ general authority

4Members’ reserve power

5Directors may delegate

DECISION-MAKING BY DIRECTORS

7Directors to take decisions collectively

8Calling a directors’ meeting

9Participation in directors’ meetings

10Quorum for directors’ meetings

11Meetings where total number of directors less than quorum

12Chairing directors’ meetings

13Voting at directors’ meetings: general rules

14Chairman’s casting vote at directors’ meetings

15Alternates voting at directors’ meetings

16Conflicts of interest

17Proposing directors’ written resolutions

18Adoption of directors’ written resolutions

19Directors’ discretion to make further rules

APPOINTMENT OF DIRECTORS

20Methods of appointing directors

21Retirement of directors by rotation

22Termination of director’s appointment

23Directors’ remuneration

24Directors’ expenses

ALTERNATE DIRECTORS

25Appointment and removal of alternates

26Rights and responsibilities of alternate directors

27Termination of alternate directorship

ORGANISATION OF GENERAL MEETINGS

28Members can call general meeting if not enough directors

29Attendance and speaking at general meetings

30Quorum for general meetings

31Chairing general meetings

32Attendance and speaking by directors and non-members

VOTING AT GENERAL MEETINGS

34Voting: general

35Errors and disputes

36Demanding a poll

37Procedure on a poll

38Content of proxy notices

39Delivery of proxy notices

40Amendments to resolutions

RESTRICTIONS ON MEMBERS’ RIGHTS

41No voting of shares on which money owed to company

APPLICATION OF RULES TO CLASS MEETINGS

42Class meetings

ISSUE OF SHARES

43Powers to issue different classes of share

44Payment of commissions on subscription for shares

INTERESTS IN SHARES

45Company not bound by less than absolute interests

SHARE CERTIFICATES

46Certificates to be issued except in certain cases

47Contents and execution of share certificates

48Consolidated share certificates

49Replacement share certificates

SHARES NOT HELD IN CERTIFICATED FORM

50Uncertificated shares

51Share warrants

PARTLY PAID SHARES

52Company’s lien over partly paid shares

53Enforcement of the company’s lien

55Liability to pay calls

56When call notice need not be issued

57Failure to comply with call notice: automatic consequences

58Notice of intended forfeiture

59Directors’ power to forfeit shares

60Effect of forfeiture

61Procedure following forfeiture

62Surrender of shares

TRANSFER AND TRANSMISSION OF SHARES

63Transfers of certificated shares

64Transfer of uncertificated shares

65Transmission of shares

66Transmittees’ rights

67Exercise of transmittees’ rights

68Transmittees bound by prior notices

CONSOLIDATION OF SHARES

69Procedure for disposing of fractions of shares

70Procedure for declaring dividends

71Calculation of dividends

72Payment of dividends and other distributions

73Deductions from distributions in respect of sums owed to the company

74No interest on distributions

75Unclaimed distributions

76Non-cash distributions

77Waiver of distributions

CAPITALISATION OF PROFITS

78Authority to capitalise and appropriation of capitalised sums

79Means of communication to be used

80Failure to notify contact details

ADMINISTRATIVE ARRANGEMENTS

81Company seals

82Destruction of documents

83No right to inspect accounts and other records

84Provision for employees on cessation of business

DIRECTORS’ INDEMNITY AND INSURANCE

2008 No. 3229

Companies

The Companies (Model Articles) Regulations 2008

Made16th December 2008

Laid before Parliament17th December 2008

Coming into force1st October 2009

The Secretary of State makes the following Regulations in exercise of the powers conferred by section 19 of the Companies Act 20061—