Amending Articles of Association (Documentation)- FS Flashcards
(8 cards)
Are companies allowed to amend the Model Articles of Association, and what flexibility does this provide?
Yes, companies are free to amend the Model Articles to better suit their operational needs. This includes replacing individual provisions such as those concerning director conflicts of interest.
What is the original purpose of Model Article 14 in the Model Articles of Association?
Model Article 14 restricts directors from voting on matters in which they have a personal interest, aiming to prevent conflicts of interest in company decision-making.
How can companies override restrictions like those in Model Article 14?
Companies can draft and adopt a bespoke provision to replace Model Article 14, allowing decisions to proceed even in the presence of director conflicts, provided such amendments are formally adopted.
What legal provision allows a company to amend its Articles of Association after incorporation?
Section 21 of the Companies Act 2006 grants companies the power to amend their Articles at any time by passing a special resolution of the shareholders.
What is the voting requirement for passing a special resolution to amend the Articles of Association?
Section 283 of the Companies Act 2006 requires a majority of not less than 75% of the shareholders’ votes in favor for a special resolution to pass.
What filing requirement must be met after a company amends its Articles of Association?
According to Section 26 of the Companies Act 2006, a copy of the amended Articles must be submitted to the registrar at Companies House within 15 days of the amendment taking effect.
Can a company’s Articles include specific procedures permitted under the Companies Act 2006?
Yes, certain procedures—such as changing the company’s name under Section 77(1)—can be carried out via mechanisms included in the Articles. If not included, such changes must be made by special resolution.
What set of default Articles applies if a public company does not provide bespoke Articles during incorporation?
If a public company does not supply its own Articles, the model Articles in Schedule 3 of the Companies Model Articles Regulations 2008 apply by default.
