UK Statutory Instrument
2008
United Kingdom
Companies (Model Articles) Regulations 2008
At a glance
Enforced by
What this Act requires
Sections that create concrete duties on businesses or carry penalties. Procedural and definitional sections are folded into the “Browse other sections” expander at the bottom of each group. Click any section title to read the source text on legislation.gov.uk.
Schedules
Browse 178 other Schedules — structural / supplementary
Participation in directors’ meetings
Quorum for directors’ meetings
Chairing of directors’ meetings
Casting vote
Conflicts of interest
Records of decisions to be kept
Directors’ discretion to make further rules
Methods of appointing directors
Termination of director’s appointment
Directors’ remuneration
Liability of members
Directors’ expenses
All shares to be fully paid up
Powers to issue different classes of share
Company not bound by less than absolute interests
Share certificates
Replacement share certificates
Share transfers
Transmission of shares
Exercise of transmittees’ rights
Transmittees bound by prior notices
Directors’ general authority
Procedure for declaring dividends
Payment of dividends and other distributions
No interest on distributions
Unclaimed distributions
Non-cash distributions
Waiver of distributions
Authority to capitalise and appropriation of capitalised sums
Attendance and speaking at general meetings
Quorum for general meetings
Chairing general meetings
Shareholders’ reserve power
Attendance and speaking by directors and non-shareholders
Adjournment
Voting: general
Errors and disputes
Poll votes
Content of proxy notices
Delivery of proxy notices
Amendments to resolutions
Means of communication to be used
Company seals
Directors may delegate
No right to inspect accounts and other records
Provision for employees on cessation of business
Indemnity
Insurance
Committees
Directors to take decisions collectively
Unanimous decisions
Calling a directors’ meeting
Defined terms
Participation in directors’ meetings
Quorum for directors’ meetings
Chairing of directors’ meetings
Casting vote
Conflicts of interest
Records of decisions to be kept
Directors’ discretion to make further rules
Methods of appointing directors
Termination of director’s appointment
Directors’ remuneration
Liability of members
Directors’ expenses
Applications for membership
Termination of membership
Attendance and speaking at general meetings
Quorum for general meetings
Chairing general meetings
Attendance and speaking by directors and non-members
Adjournment
Voting: general
Errors and disputes
Directors’ general authority
Poll votes
Content of proxy notices
Delivery of proxy notices
Amendments to resolutions
Means of communication to be used
Company seals
No right to inspect accounts and other records
Provision for employees on cessation of business
Indemnity
Insurance
Members’ reserve power
Directors may delegate
Committees
Directors to take decisions collectively
Unanimous decisions
Calling a directors’ meeting
Defined terms
Quorum for directors’ meetings
Meetings where total number of directors less than quorum
Chairing directors’ meetings
Voting at directors’ meetings: general rules
Chairman’s casting vote at directors’ meetings
Alternates voting at directors’ meetings
Conflicts of interest
Proposing directors’ written resolutions
Adoption of directors’ written resolutions
Directors’ discretion to make further rules
Liability of members
Methods of appointing directors
Retirement of directors by rotation
Termination of director’s appointment
Directors’ remuneration
Directors’ expenses
Appointment and removal of alternates
Rights and responsibilities of alternate directors
Termination of alternate directorship
Members can call general meeting if not enough directors
Attendance and speaking at general meetings
Directors’ general authority
Quorum for general meetings
Chairing general meetings
Attendance and speaking by directors and non-members
Adjournment
Voting: general
Errors and disputes
Demanding a poll
Procedure on a poll
Content of proxy notices
Delivery of proxy notices
Members’ reserve power
Amendments to resolutions
No voting of shares on which money owed to company
Class meetings
Powers to issue different classes of share
Payment of commissions on subscription for shares
Company not bound by less than absolute interests
Certificates to be issued except in certain cases
Contents and execution of share certificates
Consolidated share certificates
Replacement share certificates
Directors may delegate
Uncertificated shares
Share warrants
Company’s lien over partly paid shares
Enforcement of the company’s lien
Call notices
Liability to pay calls
When call notice need not be issued
Failure to comply with call notice: automatic consequences
Notice of intended forfeiture
Directors’ power to forfeit shares
Committees
Effect of forfeiture
Procedure following forfeiture
Surrender of shares
Transfers of certificated shares
Transfer of uncertificated shares
Transmission of shares
Transmittees’ rights
Exercise of transmittees’ rights
Transmittees bound by prior notices
Procedure for disposing of fractions of shares
Directors to take decisions collectively
Procedure for declaring dividends
Calculation of dividends
Payment of dividends and other distributions
Deductions from distributions in respect of sums owed to the company
No interest on distributions
Unclaimed distributions
Non-cash distributions
Waiver of distributions
Authority to capitalise and appropriation of capitalised sums
Means of communication to be used
Calling a directors’ meeting
Failure to notify contact details
Company seals
Destruction of documents
No right to inspect accounts and other records
Provision for employees on cessation of business
Indemnity
Insurance
Participation in directors’ meetings
Browse 4 other sections — procedural / definitional / commencement
Citation and Commencement
Model articles for private companies limited by shares
Model articles for private companies limited by guarantee
Model articles for public companies
Enforcement and responsible bodies
The regulators that administer or enforce this legislation.
Registration and regulation of UK companies. Maintains the public register of companies, enforces filing requirements for annual accounts and confirmation statements. Gateway …
Explore more
Browse legislation
Find other UK business legislation with related guidance.
Regulators
Learn more about the bodies that enforce this legislation.