Companies Regulations (Model Articles) Rules 2015

At a glance

How Companies Regulations (Model Articles) Rules 2015 is organised

The 5 Parts below are the instrument's own divisions, in the order the official text sets them out.

What Companies Regulations (Model Articles) Rules 2015 covers, section by section

The 85 section headings below are the instrument's own, reproduced in its order. They are a map of the law, not a summary of it — for the wording of any article, read the official text.

1. Citation and commencement
2. Model articles for private companies limited by shares
3. Model articles for private companies limited by guarantee
4. Model articles for public companies
5. Directors may delegate
6. Committees
7. Directors to take decisions collectively
8. Unanimous decisions
9. Calling a directors' meeting
10. Participation in directors' meetings
11. Quorum for directors' meetings
12. Chairing of directors' meetings
13. Casting vote
14. Conflicts of interest
15. Records of decisions to be kept
16. Directors' discretion to make further rules
17. Methods of appointing directors
18. Termination of director's appointment
19. Directors' remuneration
20. Directors' expenses
21. All shares to be fully paid up
22. Powers to issue different classes of share
23. Company not bound by less than absolute interests
24. Share certificates
25. Replacement share certificates
26. Share transfers
27. Transmission of shares
28. Exercise of transmittees' rights
29. Transmittees bound by prior notices
30. Procedure for declaring dividends
31. Payment of dividends and other distributions
32. No interest on distributions
33. Unclaimed distributions
34. Non-cash distributions
35. Waiver of distributions
36. Authority to capitalise and appropriation of capitalised sums
37. Attendance and speaking at general meetings
38. Quorum for general meetings
39. Chairing general meetings
40. Attendance and speaking by directors and non-shareholders
41. Adjournment
42. Voting: general
43. Errors and disputes
44. Poll votes
45. Content of proxy notices
46. Delivery of proxy notices
47. Amendments to resolutions
48. Means of communication to be used
49. Company seals
50. No right to inspect accounts and other records
51. Provision for employees on cessation of business
52. Indemnity
53. Insurance
54. Liability to pay calls
55. When call notice need not be issued
56. Failure to comply with call notice: automatic consequences
57. Notice of intended forfeiture
58. Directors' power to forfeit shares
59. Effect of forfeiture
60. Procedure following forfeiture
61. Surrender of shares
62. Transfers of certificated shares
63. Transfer of uncertificated shares
64. Transmission of shares
65. Transmittees' rights
66. Exercise of transmittees' rights
67. Transmittees bound by prior notices
68. Procedure for disposing of fractions of shares
69. Procedure for declaring dividends
70. Calculation of dividends
71. Payment of dividends and other distributions
72. Deductions from distributions in respect of sums owed to the company
73. No interest on distributions
74. Unclaimed distributions
75. Non-cash distributions
76. Waiver of distributions
77. Authority to capitalise and appropriation of capitalised sums
78. Means of communication to be used
79. Failure to notify contact details
80. Company seals
81. Destruction of documents
82. No right to inspect accounts and other records
83. Provision for employees on cessation of business
84. Indemnity
85. Insurance

Primary sources

Everything on this page comes from these two. Links go to the issuing legislator.

• Companies Regulations (Model Articles) Rules 2015 — official text (HTML) ADGM
• ADGM Legislation Rulebook — the register this instrument is listed in ADGM

Acting on Companies Regulations (Model Articles) Rules 2015

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