COMPANIES ACT 2006 - PRIVATE COMPANY LIMITED BY SHARES
Articles of
Association
AAA LTD
Incorporated in ENGLAND & WALES
on
xx/xx/20xx
Registration number:
000000
COMPANIES ACT 2006 - PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
AAA LTD
SCHEDULE
1
MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES INDEX TO THE ARTICLES
PART 1
INTERPRETATION AND LIMITATION OF
LIABILITY
1. Defined terms
2. Liability of members
PART 2
DIRECTORS
DIRECTORS’ POWERS AND RESPONSIBILITIES
3. Directors’ general authority
4.
Shareholders’ reserve power
5. Directors may delegate
6. Committees
DECISION-MAKING BY DIRECTORS
7. Directors to take decisions collectively
8. Unanimous decisions
9. Calling a directors’ meeting
10. Participation
in directors’ meetings
11. Quorum for directors’ meetings
12. Chairing of directors’ meetings
13. Casting vote
14. Conflicts of interest
15. Records of decisions to be kept
16. Directors’ discretion to make further rules
APPOINTMENT OF
DIRECTORS
17. Methods of appointing directors
18. Termination of director’s
appointment
19. Directors’ remuneration
20. Directors’ expenses
21. All shares to be fully paid up
PART 3
SHARES AND DISTRIBUTIONS
SHARES
22. Powers to issue different classes of share
23. Company not bound by less than absolute interests
24. Share certificates
25. Replacement share certificates
26. Share transfers
27. Transmission of shares
28. Exercise of transmittees’ rights
29. Transmittees bound
by
prior notices
DIVIDENDS AND OTHER DISTRIBUTIONS
30. Procedure for declaring dividends
31. Payment of dividends and other distributions
32. No
interest on distributions
33. Unclaimed
distributions
34. Non-cash distributions
35. Waiver of distributions
CAPITALISATION OF PROFITS
36. Authority to capitalise and appropriation of capitalised sums
DECISION-MAKING BY SHAREHOLDERS
ORGANISATION OF GENERAL MEETINGS
37. Attendance and speaking at general meetings
38. Quorum for
general meetings
39. Chairing
general meetings
40. Attendance and speaking by directors and non-shareholders
41. Adjournment
42. Voting: general
43. Errors and disputes
44. Poll votes
45. Content of proxy notices
46. Delivery of proxy notices
47. Amendments to resolutions
VOTING AT GENERAL MEETINGS
PART 5
ADMINISTRATIVE ARRANGEMENTS
48. Means of communication to be used
49. Company seals
50. No
right to inspect accounts and other
records
51. Provision
for employees on cessation of business
DIRECTORS’ INDEMNITY AND INSURANCE
52. Indemnity
53. Insurance
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