英国公众公司的公司章程模板.doc

英国公众公司的公司章程模板

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2020年4月19日
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SCHEDULE 3 Regulation 4

MODEL ARTICLES FOR PUBLIC COMPANIES

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. Members’ reserve power
5. Directors may delegate
6. Committees

DECISION-MAKING BY DIRECTORS

7. Directors to take decisions collectively
8. Calling a directors’ meeting
9. Participation in directors’ meetings
10. Quorum for directors’ meetings
11. Meetings where total number of directors less than quorum
12. Chairing directors’ meetings
13. Voting at directors’ meetings: general rules
14. Chairman’s casting vote at directors’ meetings
15. Alternates voting at directors’ meetings
16. Conflicts of interest
17. Proposing directors’ written resolutions
18. Adoption of directors’ written resolutions
19. Directors’ discretion to make further rules

APPOINTMENT OF DIRECTORS

20. Methods of appointing directors
21. Retirement of directors by rotation
22. Termination of director’s appointment
23. Directors’ remuneration
24. Directors’ expenses
ALTERNATE DIRECTORS

25. Appointment and removal of alternates
26. Rights and responsibilities of alternate directors
27. Termination of alternate directorship

PART 3
DECISION-MAKING BY MEMBERS
ORGANISATION OF GENERAL MEETINGS
28. Members can call general meeting if not enough directors
29. Attendance and speaking at general meetings
30. Quorum for general meetings
31. Chairing general meetings
32. Attendance and speaking by directors and non-members
33. Adjournment

VOTING AT GENERAL MEETINGS

34. Voting: general
35. Errors and disputes
36. Demanding a poll
37. Procedure on a poll
38. Content of proxy notices
39. Delivery of proxy notices
40. Amendments to resolutions

RESTRICTIONS ON MEMBERS’ RIGHTS

41. No voting of shares on which money owed to company

APPLICATION OF RULES TO CLASS MEETINGS

42. Class meetings

PART 4
SHARES AND DISTRIBUTIONS
ISSUE OF SHARES
43. Powers to issue different classes of share
44. Payment of commissions on subscription for shares

INTERESTS IN SHARES

45. Company not bound by less than absolute interests

SHARE CERTIFICATES

46. Certificates to be issued except in certain cases
47. Contents and execution of share certificates
48. Consolidated share certificates
49. Replacement share certificates

SHARES NOT HELD IN CERTIFICATED FORM

50. Uncertificated shares
51. Share warrants

PARTLY PAID SHARES

52. Company’s lien over partly paid shares
53. Enforcement of the company’s lien
54. Call notices
55. Liability to pay calls
56. When call notice need not be issued
57. Failure to comply with call notice: automatic consequences
58. Notice of intended forfeiture
59. Directors’ power to forfeit shares
60. Effect of forfeiture
61. Procedure following forfeiture
62. Surrender of shares

TRANSFER AND TRANSMISSION OF SHARES

63. Transfers of certificated shares
64. Transfer of uncertificated shares
65. Transmission of shares
66. Transmittees’ rights
67. Exercise of transmittees’ rights
68. Transmittees bound by prior notices

CONSOLIDATION OF SHARES

69. Procedure for disposing of fractions of shares

DISTRIBUTIONS

70. Procedure for declaring dividends
71. Calculation of dividends
72. Payment of dividends and other distributions
73. Deductions from distributions in respect of sums owed to the company
74. No interest on distributions
75. Unclaimed distributions
76. Non-cash distributions
77. Waiver of distributions

CAPITALISATION OF PROFITS

78. Authority to capitalise and appropriation of capitalised sums

PART 5
MISCELLANEOUS PROVISIONS
COMMUNICATIONS

79. Means of communication to be used
80. Failure to notify contact details

ADMINISTRATIVE ARRANGEMENTS

81. Company seals
82. Destruction of documents
83. No right to inspect accounts and other records
84. Provision for employees on cessation of business

DIRECTORS’ INDEMNITY AND INSURANCE

85. Indemnity
86. Insurance

PART 1
INTERPRETATION AND LIMITATION OF LIABILITY
Defined terms
1. In the articles , unless the context requires otherwise—
“alternate” or “alternate director” has the meaning given in article 25;
“appointor” has the meaning given in article 25;
“articles” means the company’s articles of association;
“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
“call” has the meaning given in article 54;
“call notice” has the meaning given in article 54;
“certificate” means a paper certificate (other than a share warrant) evidencing a person’s title to specified shares or other securities;
“certificated” in relation to a share, means that it is not an uncertificated share or a share in respect of which a share warrant has been issued and is current;
“chairman” has the meaning given in article 12;
“chairman of the meeting” has the meaning given in article 31;
“Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act ), in so far as they apply to the company;
“company’s lien” has the meaning given in article 52;
“director” means a director of the company, and includes any person occupying the position of director, by whatever name called;
“distribution recipient” has the meaning given in article 72;
“document” includes, unless otherwise specified, any document sent or supplied in electronic form;
“electronic form” has the meaning given in section 1168 of the Companies Act ;
“fully paid” in relation to a share, means that the nominal value and any premium to be paid to the company in respect of that share have been paid to the company;
“hard copy form” has the meaning given in section 1168 of the Companies Act ;
“holder” in relation to shares means the person whose name is entered in the register of members as the holder of the shares, or, in the case of a share in respect of which a share warrant has been issued (and not cancelled), the person in possession of that warrant;
“instrument” means a document in hard copy form;
“lien enforcement notice” has the meaning given in article 53;
“member” has the meaning given in section 112 of the Companies Act ;
“ordinary resolution” has the meaning given in section 282 of the Companies Act ;
“paid” means paid or credited as paid;
“participate”, in relation to a directors’ meeting, has the meaning given in article 9;
“partly paid” in relation to a share means that part of that share’s nominal value or any
premium at which it was issued has not been paid to the company;
“proxy notice” has the meaning given in article 38;
“securities seal” has the meaning given in article 47;
“shares” means shares in the company;
“special resolution” has the meaning given in section 283 of the Companies Act ;
“subsidiary” has the meaning given in section 1159 of the Companies Act ;
“transmittee” means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law;
“uncertificated” in relation to a share means that, by virtue of legislation (other than section 778 of the Companies Act ) permitting title to shares to be evidenced and transferred without a certificatee, title to that share is evidenced and may be transferred without a certificate; and
“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act as in force on the date when these articles become binding on the company.

Liability of members

2. The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

PART 2
DIRECTORS
DIRECTORS’ POWERS AND RESPONSIBILITIES

Directors’ general authority

3. Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company.

Members’ reserve power
4.—(1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
(2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

Directors may delegate

5.—(1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—
(a) to such person or committee;
(b) by such means (including by power of attorney);
(c) to such an extent;
(d) in relation to such matters or territories; and
(e) on such terms and conditions;
as they think fit.
(2) If the directors so specify, any such delegation may authorise further delegation of the
directors’ powers by any person to whom they are delegated.
(3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

Committees

6.—(1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
(2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

DECISION-MAKING BY DIRECTORS

Directors to take decisions collectively

7. Decisions of the directors may be taken—
(a) at a directors’ meeting, or
(b) in the form of a directors’ written resolution.

Calling a directors’ meeting

8.—(1) Any director may call a directors’ meeting.
(2) The company secretary must call a directors’ meeting if a director so requests.
(3) A directors’ meeting is called by giving notice of the meeting to the directors.
(4) Notice of any directors’ meeting must indicate—
(a) its proposed date and time;
(b) where it is to take place; and
(c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
(5) Notice of a directors’ meeting must be given to each director, but need not be in writing.
(6) Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

Participation in directors’ meetings

9.—(1) Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when—
(a) the meeting has been called and takes place in accordance with the articles, and
(b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
(2) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.
(3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

Quorum for directors’ meetings

10.—(1) At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
(2) The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.

Meetings where total number of directors less than quorum

11.—(1) This article applies where the total number of directors for the time being is less than the quorum for directors’ meetings.
(2) If there is only one director, that director may appoint sufficient directors to make up a quorum or call a general meeting to do so.
(3) If there is more than one director—
(a) a directors’ meeting may take place, if it is called in accordance with the articles and at least two directors participate in it, with a view to appointing sufficient directors to make up a quorum or calling a general meeting to do so, and
(b) if a directors’ meeting is called but only one director attends at the appointed date and time to participate in it, that director may appoint sufficient directors to make up a quorum or call a general meeting to do so.

Chairing directors’ meetings

12.—(1) The directors may appoint a director to chair their meetings.
(2) The person so appointed for the time being is known as the chairman.
(3) The directors may appoint other directors as deputy or assistant chairmen to chair directors’ meetings in the chairman’s absence.
(4) The directors may terminate the appointment of the chairman, deputy or assistant chairman at any time.
(5) If neither the chairman nor any director appointed generally to chair directors’ meetings in the chairman’s absence is participating in a meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

Voting at directors’ meetings: general rules

13.—(1) Subject to the articles, a decision is taken at a directors’ meeting by a majority of the votes of the participating directors.
(2) Subject to the articles, each director participating in a directors’ meeting has one vote.
(3) Subject to the articles, if a director has an interest in an actual or proposed transaction or arrangement with the company—
(a) that director and that director’s alternate may not vote on any proposal relating to it, but
(b) this does not preclude the alternate from voting in relation to that transaction or
arrangement on behalf of another appointor who does not have such an interest.

Chairman’s casting vote at directors’ meetings

14.—(1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
(2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

Alternates voting at directors’ meetings

15. A director who is also an alternate director has an additional vote on behalf of each
appointor who is—
(a) not participating in a directors’ meeting, and
(b) would have been entitled to vote if they were participating in it.

Conflicts of interest

16.—(1) If a directors’ meeting, or part of a directors’ meeti