General meetings

Alteration of share capital

Transfer of shares

Share Certificates

Share Capital

Articles of Association

Regulations for management of a company limited by shares (as prescribed by regulations (805 SI 85) (as amended by 1052 SI 85) made under 8 Companies Act 1985).

Interpretation

(1) In these regulations:

(i) the Act means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force.

(ii) the Articles means the articles of the company.

………………………

(v) office means the registered office of the company.

(vi) the holder in relation to shares means the member whose name is entered in the register of members as the holder of the shares.

……………….

(2) Under the provisions of the Act and without prejudice to any rights attached to any existing shares, any share may be issued with such rights or restrictions as the company may by ordinary resolution determine.

…………………………………….

(6) Every member, upon becoming the holder of any shares, shall be entitled without payment to one certificate for all the shares of each class held by him ………Every certificate shall be sealed with the seal and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon.

……………………………………………

(23) The instrument of transfer of a share may be in any usual form or in any other form which the directors may approve and shall be executed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee.

(24) The directors may refuse to register the transfer of a share which is not fully paid to a person of whom they do not approve and they may refuse to register the transfer of a share on which the company has a lien.

………………………….

(32) The company may by ordinary resolution:

(i) increase its share capital by new shares of such amount as the resolution prescribes;

(ii) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(iii)subject to the provisions of the Act sub-divide its shares, or any of them, into shares of smaller amount and the resolution may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage as compared with the others; and

(iv) cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the share so cancelled.

………………………………….

(36) All general meetings other than annual general meetings shall be called extraordinary general meetings.

Дата добавления: 2015-03-31