The Companies (Model Articles) Regulations 2008

• (b) if the member has agreed that the company should use a means of communication other than sending things to such an address, the information that the company needs to use that means of communication effectively.

ADMINISTRATIVE ARRANGEMENTS

Company seals

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• (1) Any common seal may only be used by the authority of the directors.

• (2) The directors may decide by what means and in what form any common seal or securities seal is to be used.

• (3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.

• (4) For the purposes of this article, an authorised person is—

• (a) any director of the company;

• (b) the company secretary; or

• (c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.

• (5) If the company has an official seal for use abroad, it may only be affixed to a document if its use on that document, or documents of a class to which it belongs, has been authorised by a decision of the directors.

• (6) If the company has a securities seal, it may only be affixed to securities by the company secretary or a person authorised to apply it to securities by the company secretary.

• (7) For the purposes of the articles, references to the securities seal being affixed to any document include the reproduction of the image of that seal on or in a document by any mechanical or electronic means which has been approved by the directors in relation to that document or documents of a class to which it belongs.

Destruction of documents

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• (1) The company is entitled to destroy—

• (a) all instruments of transfer of shares which have been registered, and all other documents on the basis of which any entries are made in the register of members, from six years after the date of registration;

• (b) all dividend mandates, variations or cancellations of dividend mandates, and notifications of change of address, from two years after they have been recorded;

• (c) all share certificates which have been cancelled from one year after the date of the cancellation;

• (d) all paid dividend warrants and cheques from one year after the date of actual payment; and

• (e) all proxy notices from one year after the end of the meeting to which the proxy notice relates.

• (2) If the company destroys a document in good faith, in accordance with the articles, and without notice of any claim to which that document may be relevant, it is conclusively presumed in favour of the company that—

• (a) entries in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed were duly and properly made;

• (b) any instrument of transfer so destroyed was a valid and effective instrument duly and properly registered;

• (c) any share certificate so destroyed was a valid and effective certificate duly and properly cancelled; and

• (d) any other document so destroyed was a valid and effective document in accordance with its recorded particulars in the books or records of the company.

• (3) This article does not impose on the company any liability which it would not otherwise have if it destroys any document before the time at which this article permits it to do so.

• (4) In this article, references to the destruction of any document include a reference to its being disposed of in any manner.

No right to inspect accounts and other records

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Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company’s accounting or other records or documents merely by virtue of being a member.

Provision for employees on cessation of business

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The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

DIRECTORS’ INDEMNITY AND INSURANCE

Indemnity

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• (1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company’s assets against—

• (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,

• (b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006),

• (c) any other liability incurred by that director as an officer of the company or an associated company.

• (2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.

• (3) In this article—

• (a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and

• (b) a “relevant director” means any director or former director of the company or an associated company.

Insurance

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• (1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.

• (2) In this article—

• (a) a “relevant director” means any director or former director of the company or an associated company,

• (b) a “relevant loss” means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company, and

• (c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

Signed

Ian Pearson — Economic and Business Minister, — Department for Business, Enterprise and Regulatory Reform — 16th December 2008

Explanatory note

(This note is not part of the Regulations)

EXPLANATORY NOTE

These Regulations, made under section 19 of the Companies Act 2006 (c.46), prescribe model forms of articles of association for—

• (a) private companies limited by shares (regulation 2 and Schedule 1),

• (b) private companies limited by guarantee (regulation 3 and Schedule 2), and

• (c) public companies (regulation 4 and Schedule 3).

These model articles will automatically form the articles of association for companies formed under the Companies Act 2006 which, on their formation, either do not register their own articles of association with the registrar of companies under that Act, or, if they do so, do not exclude the model articles in whole or in part (section 20 of the 2006 Act). Other companies are free to adopt the model articles in whole or in part.

An Impact Assessment has not been produced for these Regulations as they have only a negligible impact on the costs of business, charities or voluntary bodies.

Footnotes

Editorial notes