Brought to you by
vistra

Jordans Limited has a new name – we are now Vistra.

Save content
Have you found this content useful? Use the button above to save it to your profile.

Jordans FAQs: Model Article 11; one director or quorum of two?

7th Oct 2013
Brought to you by
vistra

Jordans Limited has a new name – we are now Vistra.

Save content
Have you found this content useful? Use the button above to save it to your profile.

Is there a mistake in the model articles of association for private companies?  I thought it was possible to use them for one man band companies with only one director but model article 11 says there should be a quorum of 2 directors.  Do I need to amend the articles of association?

The model articles of association have been put together by government to provide a standard form of articles of association.  Those for private companies can be found at Schedules 1 and 2 of The Companies (Model Articles) Regulations 2008, SI 2008/3229.  They contain standard rules and regulations with which a company must comply.  This is in addition to rules set out under the Companies Act 2006 or other relevant legislation.  Private companies can have a minimum of one director and the model articles for such companies are consistent with this.

Model Article 11 does provide for a quorum of two directors “11(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.” 

However, this must be read in conjunction with Model Article 7(2).  This says

“If -

  1. the company only has one director, and
  2. no provision of the articles requires it to have more than one director,the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors’ decision-making.”

The provision for a quorum of two for meetings where there is more than one director is not a requirement for 2 directors to be appointed to the company.  It is a provision on the quorum for those meetings.  However, it has been argued that it seems a little ambiguous and could be expressed more clearly.

Many companies use bespoke articles that exclude or modify some of the model articles.  This can be for various reasons, for example, to reflect voting rights for shareholders and quorum provisions at general meetings and allow for alternate directors, etc.  Such companies also often choose to express more clearly in these bespoke articles, the ability for a sole director to make decisions on his own.

For more information go to www.jordans.co.uk

Tags:

You might also be interested in