Under the Companies Act 2006 (the “Companies Act“), a company is required to have Articles of Association prescribing regulations for the company; in effect, a constitution. Regulations made under the Companies Act prescribe so-called “model Articles”, which cover the main areas of concern for the owners and managers of businesses, and which mirror corresponding parts of the Companies Act, namely:
- Interpretation and limitation of liability;
- Shares and distributions;
- Decision making by shareholders; and
- Administrative arrangements.
The Articles drafted for the company largely follow the relevant set of model Articles, with some modifications to reflect the specific circumstances of the company.