Model Articles of Association for Private Company Limited by Shares

Model Articles of Association for Private Company Limited by Shares




In these Articles, unless the context requires otherwise, words and expressions shall have the meanings ascribed to them in the Companies Act 2006.

Limited Liability

The liability of the members is limited to the amount, if any, unpaid on the shares held by them.


Share Capital

The share capital of the company is divided into shares of a nominal value of [Nominal Value] each.

Variation of Rights

The rights attached to any class of shares may be varied with the written consent of the holders of at least three-quarters of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares.


Appointment and Powers

The company shall have a board of directors who may exercise all the powers of the company, subject to the provisions of the Companies Act 2006.

Number of Directors

The number of directors shall be determined by ordinary resolution of the members.


Annual General Meeting

The company shall hold an annual general meeting in addition to any other meetings in that year, and not more than fifteen months shall elapse between the date of one annual general meeting and the next.

Notice of General Meetings

A notice of a general meeting shall be given to all members, directors, and auditors, and shall specify the time and place of the meeting and the general nature of the business to be transacted.



The directors may declare dividends, subject to the provisions of the Companies Act 2006, if they are satisfied on reasonable grounds that the company will, immediately after the distribution, satisfy the solvency test.


Amendment of Articles

These Articles may be amended by a special resolution.

IN WITNESS WHEREOF, we, the subscribers, have adopted these Articles of Association on this [Date].

Signatures of Subscribers

_________________________ [Name, Signature, Date]

_________________________ [Name, Signature, Date]

_________________________ [Name, Signature, Date]

What are Model Articles of Association for a Private Company Limited by Shares?

Model Articles are a standard set of rules and regulations prescribed by law for the internal management of a company. For a Private Company Limited by Shares, these articles outline the company’s constitution, governance, and operational procedures.

Why are Model Articles important for a Private Company Limited by Shares?

Model Articles provide a ready-made framework for governing the internal affairs of a company, ensuring clarity and consistency in decision-making, management, and shareholder relationships.

Can the Model Articles be customized for a specific company?

Yes, while Model Articles serve as a default template, companies can customize them to suit their specific needs. Amendments require approval through a special resolution.

What is the significance of the limitation of liability clause in the Model Articles?

The limitation of liability clause ensures that the liability of company members is restricted to the unpaid amount on their shares, protecting personal assets.

How is the share capital addressed in the Model Articles?

The Model Articles specify the nominal value of shares and outline procedures for the variation of rights. This section provides the structure for the company’s share capital.

What powers and limitations do the Model Articles impose on the board of directors?

The Model Articles define the appointment, powers, and number of directors, establishing the framework for their decision-making authority and responsibilities.

What role do general meetings play in the Model Articles?

The Model Articles stipulate the requirement for an annual general meeting and the process for giving notice. General meetings provide a platform for decision-making by the shareholders.

How can dividends be declared under the Model Articles?

The Model Articles outline the conditions under which dividends can be declared by the directors, ensuring compliance with the Companies Act 2006 and the solvency test.

Can a Private Company Limited by Shares amend its Model Articles?

Yes, the Model Articles can be amended through a special resolution. Companies are encouraged to review and update their articles as needed, ensuring alignment with evolving business needs.

Are there legal requirements for adopting Model Articles in a Private Company Limited by Shares?

Yes, companies must adopt Model Articles during their incorporation process or, if not adopted, they will be deemed to have adopted the default Model Articles under the Companies Act 2006. Amendments must be made through proper legal procedures.

Edward Davis
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