Coddan's Standard Set of Articles of Association

The set of articles of association supplied to our customers by Coddan consists of a modified version of the standard model articles. We have specially modified the default set of articles of association because the default set are generally not considered to be ideal in their unmodified form.

For companies limited by shares, the following provisions are included or amended in Coddan's standard set of articles of association: -

• Details of a registered office address of a company;
• A statement of a share capital;
• Business objects of a company;
• A provision which gives the directors the maximum permissible power to allot new shares;
• A provision which gives the company the right to claim a lien on any of its issued shares;
• A provision which empowers the directors with the absolute discretion to reject any proposed share transfer (this provision is replaced with the pre-emptive provision, as described above, if so required);
• The default provision requiring twenty one day's notice to be given of a meeting at which it is proposed to appoint a director has been removed;
• A provision which empowers any member at a meeting who has the right to vote to demand a poll;
• A provision which clarifies that voting rights on a poll are only given to those members who are present, or represented by a proxy, at the meeting;
• A provision which expressly states the possibility of a single director company;
• A provision which limits the requirements for the removal of a director who has become mentally ill;
• The default provision which states that the directors must retire by rotation has been removed;
• A provision which alters the quorum requirements to expressly acknowledge single director companies;
• A provision which limits the requirements for the taking of minutes;
• A provision which clarifies that the company may have a common seal;
• A provision which states that notices must be in writing and that they may be sent via fax;
• A provision which increases the scope of the company's indemnity in favour of the officers and directors;
• A provision which entitles the directors' and officers' insurance to be paid for by the company.