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Articles of AssociationThe Articles of Association govern the running of a company and set out the rights and obligations of members and directors. Below are the main sections of the Articles of Association. The details below describe the terms and conditions in each section. Match each section to its description.
The duties of the directors The directors of a company are responsible for its governance. Their duties are clearly set out and, if they do not carry them out, not only may they be held liable under the law, but they may also be banned from acting as director of any company for a certain period of time. Read through the duties and then answer the questions.
Except with the prior sanction of the holders of more than 50 per cent of the issued share capital of the Company from time to time the Directors shall procure that the Company shall not: 1. sell, transfer or otherwise dispose of the whole of its undertaking, property or (save in the ordinary course of trading) assets or a part thereof being substantial in relation to its total undertaking, property and assets; 2. issue shares, loan stock, debentures or any other form of security of the Company including for this purpose any issue of redeemable shares; 3. purchase any of its own shares; 4. incur or agree to incur any capital commitments in excess of £100,000; 5. engage or dismiss any person as a Director; 6. increase by more than 20 per cent the remuneration payable to any of its Directors, officers, employees, consultants or agents; 7. dismiss any employee; 8. purchase or sell, take or let on lease or tenancy or otherwise acquire or dispose of any real or leasehold property for any estate or interest; 9. institute any litigation save in respect of the debts owing to it in the ordinary course of business; 10. acquire or dispose or any shares, debentures, debenture stock or other securities in any other company.
Which clause states that the director shall, unless agreed by others, ensure that the company does not:
Date: 2015-01-12; view: 2218
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