SCHEDULE 2MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE
PART 4ADMINISTRATIVE ARRANGEMENTS
Means of communication to be usedI134
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 sealsI235
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 recordsI336
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 member.
Provision for employees on cessation of businessI437
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
IndemnityI538
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.
InsuranceI639
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.