Articles of Association for Private Companies

COMPANIES ACT 2006 - PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

ENTER COMPANY NAME

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

PART 3

SHARES AND DISTRIBUTIONS

SHARES

21. All shares to be fully paid up

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