Model Contest

Just how well do the model articles stand up?

There has been much debate surrounding the benefits (or otherwise) of the Model Articles. Here are the key differences between the model articles and Jordans standard articles for a private company limited by shares. 

 

Provision for

Model Articles

Jordans articles

Alternate directors

No

Yes

How a secretary is appointed or removed from company

No

Yes

Nil or partly paid shares and all the consequential provisions– lien/forfeiture/ calls on shares etc.

No

Yes. There are consequential amendments in relation to share certificates, capitalisation of profits and dividends. Provision has been made for consolidation of shares as well

Termination of director’s appointment if absent from directors’ meetings for 6 months and the other directors agree that he should be removed

No

Yes

Conflicts of interest of directors

Yes

Jordans provide additional clarity.

Issue of shares and pre-emption

Yes

Jordans provisions are much clearer, providing pre-emption rights in relation to shares. Shares may be issued as nil, partly or fully paid

Written resolutions

No – see relevant sections of the Act

Yes – Jordans flag up where the relevant sections can be found and highlight that cannot be used to remove a director or auditor

Notice of general meetings

No – see the Act

Yes – Jordans show where this can be found in the Act – section 311 etc.

Quorum at general meetings

No – see the Act (s318)

Yes. If there is a sole member this is one. Where there are two or more this is two.

Voting at general meetings

No – see the Act

Yes – on show of hands / on poll and also removes right to vote if shareholder has not paid any sums due to the company

Delivery of proxy notices

No – see the Act

Yes

Communications

No

Yes – useful for setting rules on when documents are deemed received by members via the different methods of delivery, etc.

Company seals

Only provides for one director to sign in the presence of a witness who must attest etc.

Jordans allow for all the possible variations as well i.e. two directors/ director and secretary as well as one director in front of witness etc.

Share transfers

Does not include statutory requirement to notify of reasons for refusal

Jordans do

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