Jurisdiction(s):
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...

Ordinary resolution to disapply Model Articles Article 14 restriction on conflicted directors’ participation, permitting quorum and voting on approval of a specified transaction

Published by a LexisNexis Corporate expert

Precedents

Ordinary resolution:

That [ each of the Directors OR [ each of ] [ insert name(s) of relevant director(s) ] ] be and [ is OR are ] hereby authorised, at any meeting of the directors, to be counted towards the Quorum and to vote on any directors’ resolution for the approval of [ insert details of relevant transaction to be approved ] (Transaction), notwithstanding that [ the relevant director has or may have OR any one or more of such directors have or may have ] a direct or indirect interest in the Transaction which conflicts, or could conflict, with the interests of the Company; and that, as a consequence, Article 14(1) of the Company’s articles of association (Articles) be and is hereby disapplied in accordance with Article 14(3)(a) of the Articles for the purposes of the directors’ approval of the Transaction...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

DOWNLOAD THIS DOCUMENT

Web page updated on 22/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...