CPDStore

Practitioners need to make sure that the articles of private share companies they form for clients suit their circumstances, and it’s all too easy to assume the government’s 2006 model form articles will do the job.

This highly practical nuts-and-bolts session, designed for accountants in all types and sizes of practice and for company secretaries in larger companies and/or groups, identifies situations where the model form will often fall short and homes in on the specific provisions that will need to be varied or disapplied, and what to put in their place. Particularly, it covers the recent shock that was the Hashmi v Lorimer-Wing (Fore Fitness) ruling, and whether that is solved by the subsequent Active Wear decision, and any implications for new company articles arising from the upcoming Economic Crime and Corporate Transparency Bill.

In this session David covers the following topics;

• Clause by clause analysis of model form provisions commonly disapplied or varied in clients’ private share company articles
• Suggested special clauses for special situations eg:
  • Owner-managed companies
  • Subsidiary companies
  • Joint ventures
  • Common class rights for family and outside investors
  • Rights on allotment and transfer of shares
• Protecting shareholder-directors from removal
• When company articles can override the Companies Act
• Reasons to update - clause by clause analysis
• How to deal with pre-2006 Act companies’ objects, authorised share capital and other ‘saved’ provisions in existing articles
• What to carry forward from the existing articles and what to change
• Can updating inadvertently affect share rights – class consents required?
• Common instances where old articles fetter a company’s 2006 Act powers
• When updated articles can override the Companies Act and when they can’t