UK Company Articles Define Key Terms and Rules

UK public companies limited by shares have articles of association that outline key definitions and rules for governance and operation. These articles provide a comprehensive framework for document execution, electronic communications, and share references, ensuring transparency and accountability.

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Bijay Laxmi
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UK Company Articles Define Key Terms and Rules

UK Company Articles Define Key Terms and Rules

The articles of association for UK public companies limited by shares outline important definitions and rules governing document execution, electronic communications, and share references. These articles provide a comprehensive framework for the operation of such companies.

Key terms defined in the articles include accreditation certificates, acting in concert, associated companies, auditors, betting or gaming activity, the board of directors, the City Code on Takeovers and Mergers, clear days for notice periods, connected persons and companies, control of a company's affairs, controlling shareholders, directors, the Disclosure of Interests in Shares Act 1998 of Gibraltar, dividends, electronic platforms and signatures, employee share schemes, entitlement by transmission, equity securities, extraordinary resolutions, the UK Financial Services and Markets Act 2000, the Gaming Regulatory Authority, the general principles of the City Code, share ownership and holders, independent directors and shareholders, interests in shares, the UK Listing Rules, the London Stock Exchange, company members and memoranda, the Mental Health Act 1968 of Gibraltar, the registered office, the official list of the UK Financial Services Authority, paid or credited as paid shares, and the UK Panel on Takeovers and Mergers.

Why this matters: The clarity and consistency provided by these articles are crucial for maintaining investor confidence and ensuring fair market practices in the UK. By establishing clear rules and definitions, these articles help to prevent disputes and ensure that companies operate in a transparent and accountable manner.

The articles also establish rules for document execution, allowing for the use of electronic platforms and electronic signatures. Rules for share references are outlined, defining share ownership and the entitlement to shares by transmission in cases such as the death or bankruptcy of a holder.

Notably, the articles specify that "The form of memorandum and articles of association of a public company limited by shares contained in the Companies Act Model Memoranda and Articles Regulations 2014 shall not apply to the company unless specific reference is made to the contrary in these articles." This ensures the primacy of the company's own articles in governing its affairs.

The comprehensive definitions and rules provided in the articles of association for UK public companies limited by shares serve as the foundation for their governance and operation. By clearly defining key terms and establishing procedures for document execution, electronic communications, and share ownership, the articles enable these companies to function effectively and in compliance with relevant laws and regulations.

Key Takeaways

  • UK public companies' articles of association outline rules for document execution, electronic communications, and share references.
  • Key terms defined include accreditation certificates, auditors, and connected persons and companies.
  • Articles establish rules for share ownership and entitlement by transmission.
  • Electronic platforms and signatures are allowed for document execution.
  • Articles provide a comprehensive framework for company governance and operation.