Jurisdiction(s):
United Kingdom
United Kingdom
Key definition
Model Articles definition What does Model Articles mean? The standard, off‑the‑shelf articles of association used in practice for companies formed under the Companies Act 2006. They are prescribed by legislation (CA 2006, s 19) and set out in the Companies (model Articles) Regulations 2008 (SI 2008/3229). There are three sets: for private companies limited by shares, private companies limited by guarantee, and public companies. For companies incorporated on or after 1 October 2009, the relevant Model Articles apply by default if no bespoke articles are registered, and (under CA 2006, s 20) to the extent any registered articles do not exclude or modify them. They replaced...
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Companies Act 2006 model articles for a private company limited by guarantee: directors’ powers, decision-making, membership, general meetings, proxies, administration, and directors’ indemnity and insurance
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Precedents
Index to the articles
- Part 1: Interpretation and limits on liability
- 1 Meaning of terms
- 2 Members’ liability
- Part 2: Directors
- Powers and duties
- 3 General powers of directors
- 4 Members’ overriding power
- 5 Delegation by directors
- 6 Committees
- Directors’ decision-making
- 7 Collective decisions
- 8 Unanimous consent
- 9 Convening board meetings
- 10 Participation at board meetings
- 11 Board quorum
- 12 Chairing board meetings
- 13 Chairman’s casting vote
- 14 Conflicts of interest
- 15 Records of decisions
- 16 Power to set further rules
- Appointment and terms
- 17 Appointment methods
- 18 Ending a directorship
- 19 Directors’ pay
- 20 Directors’ expenses
- Powers and duties
- Part 3: Members
- Admission and cessation
- 21 Applying for membership
- 22 Ending membership
- General meetings
- 23 Speaking and attendance
- 24 Meeting quorum
- 25 Chairing meetings
- 26 Non-members and directors attending
- 27 Adjournments
- Voting
- 28 Voting overview
- 29 Challenges and disputes
- 30 Polls
- 31 Proxy notice content
- 32 Proxy delivery
- 33 Amending resolutions
- Admission and cessation
- Part 4: Administrative arrangements
- 34 Communications
- 35 Company seals
- 36 No automatic inspection rights
- 37 Employee provisions on closure
- Directors’ indemnity and insurance
- 38 Indemnity
- 39 Insurance
...
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Web page updated on 22/05/2026
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