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The principal constitutional document of a company, dealing with management and administration issues, most notably powers of directors, transfer and issue of shares, and board and member meetings. The articles form the fundamental contract between the company and the shareholders and must be available for public inspection at Companies House.
Under the Companies Act 2006 a company must have articles of association prescribing regulations for the company. Provisions that immediately prior to 1 October 2009 were contained in a company's memorandum but are not provisions of the kind mentioned in the Companies Act 2006, s 8 (which substantially altered the purpose of the memorandum of association) are to be treated after that date as provisions of the company's articles. Companies Act 2006, s 28(1). References in the Companies Acts to a company's 'articles' are to its articles of association (Companies Act 2006, s 18(4)); and, unless the context requires otherwise, references in the Companies Acts to a company's constitution include the company's articles. Unless model articles apply to the company, it must register articles
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Commercial contract review and execution (business personnel)鈥攃hecklist This is a Checklist for in-house lawyers to provide to those of its employees (eg procurement or sales professionals) who are engaged in negotiating commercial contracts. It sets out the primary issues to consider when negotiating or reviewing a business-to-business commercial contract, and includes practical guidance. This Checklist may be suitable for use in low risk contracts where employees who are not legally qualified are authorised to conduct negotiations and contract review. It may be customised as required to work with a company playbook on contract negotiation and review, to include suggested fall-back drafting positions and escalation points for recourse to a legal team as appropriate. As it is intended to be used by non-legal professionals, it does not include links to further detailed legal commentary in each case. For a Checklist intended for use by legal professionals with links to further information, see: Commercial contract drafting and review鈥攃hecklist. In-house lawyers should check that business personnel engaged in negotiating and concluding commercial contracts...
Hierarchical status of motor insurers鈥攃hecklist In the vast majority of road traffic accident claims, a motor insurer will provide full indemnity to their insured under their insurance policy. However where there has been a breach of policy, the insurer may be able to contractually avoid liability. In such circumstances, the status of the motor insurer will need to be considered in greater detail. The hierarchy of insurers status in relation to an accident is as follows: Type of liability Status Further reading Under the insurance policy The insurer is contractually obliged to satisfy all claims in accordance with terms of the insurance policy Practice Note: Motor insurance鈥擫iability under the insurance policy As the Road Traffic Act Insurer Where the insurer declines to indemnify its policyholder, it should be considered whether the insurer is nevertheless liable under section
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What is a company's constitution?A company鈥檚 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:鈥he company鈥檚 articles of association, and鈥ny resolutions and agreements affecting a company鈥檚 constitutionThe CA 2006 definition of 'constitution' is not exhaustive and also refers to other documents forming part of the constitution of a company, including:鈥he certificate of incorporation and any certificates of incorporation on change of name鈥 current statement of capital (or statement of guarantee for a company limited by guarantee), and鈥ny court orders or enactments altering the company鈥檚 constitution or sanctioning a compromise, arrangement, reconstruction or amalgamationBefore 1 October 2009, the memorandum of association was an integral part of a company鈥檚 constitution, but its constitutional significance has been greatly reduced by CA 2006.What are the articles of association?A company's internal governing documentA company's articles of association are its main internal governing document, and the integral part of a company鈥檚 constitution. CA 2006 states that the articles of association 'prescribe regulations for the company'. In other words, the articles set out the...
STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. It is intended to enhance corporate transparency in the UK, principally through Companies House reforms and amendments to provisions of the Companies Act 2006. It also seeks to modernise the regulatory framework for limited partnerships and create stronger powers to tackle economic crime. ECCTA 2023 is to come into force in stages. This Practice Note reflects the parts of ECCTA 2023 in force as at 4 March 2024. For further information, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023鈥攖racker.What is a company?A company is a separate legal entity, distinct from its members. It is owned by its members and it is managed by its directors. It is regulated by the聽Companies Act 2006 (CA 2006).The company is a very commonly used business vehicle; there are over 5 million registered companies in the UK.The following types of company are...
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Board minutes鈥攁pproving the adoption of an unapproved option plan and the grant of unapproved options [insert name of company adopting the unapproved option plan] (Company)鈥擺insert Company number] Minutes of a meeting of the[ remuneration committee of the] board of directors of the Company held at [insert place of meeting] on [insert date of meeting] at [insert time of meeting]. Present [insert name of director to be Chair] (the Chair) [insert names of directors present] In attendance [insert names of those in attendance] Apologies [insert names of directors who are unable to attend meeting] 1 Notice and quorum [insert name of Chair] was appointed Chair of the meeting. It was reported that proper notice of the meeting had been given in accordance with the Company's articles of association (Articles) and that a quorum was present. Accordingly, the Chair declared the meeting open. 2 Purpose of meeting The Chair reported that the purpose of the meeting was to consider and, if thought fit, approve: 2.1 the adoption...
Consent to short notice of a general meeting of a private company or unlisted public company Company number: [insert number] [insert company name] [ Limited OR PLC] (the Company) Agreement of members to short notice of a general meeting We, the undersigned, being [all the members [and the nominees of members] having OR a majority in number of the members [and the nominees of members] having, and together holding not less than [90 OR 95 OR [insert other figure]]% in nominal value of the shares giving,] the right to attend and vote at the general meeting of the Company to be held at [insert time] on [insert date] at [insert place][, and additionally, through the
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This week's edition of Share Incentives weekly highlights includes (1) an update from the FCA on its PISCES sandbox framework following proposals in consultation paper CP24/29, (2) a focus on executive pay as the AGM season continues and (3) a new Q&A which considers whether an option holder can claim business asset disposal relief in relation to the sale of shares resulting from their EMI option exercise if a disqualifying event has previously occurred.
This week's edition of Corporate weekly highlights includes: the FCA鈥檚 update following the closure of the consultation on the regulatory framework for the PISCES sandbox, news of the postponement of the implementation dates for the Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive, as well as news analysis on the UK鈥檚 approach to modern slavery. It additionally includes the Court of Appeal judgments in (i) Syspal Capital Ltd v Truman relating to the interpretation of pre-emption provisions in articles of association and (ii) Kington S.脌.R.L. v Thames Water Utilities Holdings Ltd relating to a restructuring plan under Part 26A of the Companies Act 2006.
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