NOTE Co.'s that were incorporated on or after 1 Oct, 2009 = 2006 Act Co. and are governed by the 2006

Act and thus MA apply; conversely, Co.'s that were incorporated before 1 Oct, 2009 = 1985 Act Co. and are governed by the 1985 Act and thus TA apply to its Art. of Asso. MA = Model Articles S.20 of the 2006 Co. Act provides that the articles of a 2006 co. are to be those set out in the "Model Articles" Regulation 2008, except to the extend its shareholders substitute their own articles. There are 3 MA's:

1. Private Limited Co by Shares

2. Private Limited Co by Guarantee

3. Public Limited Co.

MA/TA Authority Table - Alphabetical Decision

Authority

All shares to be fully paid up

MA21 / No TA equivalent

Appointing D's BMs - Calling BMs - Casting Vote

MA17 / TA78/79 MA9 / TA88 MA13 / TA88

BMs - Chairing BMs - Conflicts of Interest

MA12 / TA91 MA14 / TA 85,86, 94 (exceptions), 95 & 96

BMs - Participating

MA10 / No TA equivalent MA11 / TA89, 95 & 96

BMs - Quorum BMs - Records of Decisions

MA15 / TA 100(b)

Capitalise and Appropriation of Sums
- Authority Committees Communication means

MA36 / TA110

Company not bound by less than absolute interests Company Seals D's Delegation Powers D's General Authority

MA6 / TA 72 MA48 / TA 111 - TA116 MA23 / TA5 MA49 / TA101 MA5 / TA71 & 72 MA3 / TA70

D's taking decisions collectively = +50%

MA7 / TA 88

Defined Terms Distributions - No interest Distributions - Non Cash Distributions Unclaimed Distributions - Waiver

MA1 / TA1 MA32 / TA107 MA34 / TA105 MA33 / TA108 MA35 / No equivalent TA

Dividend Declaration Procedure

MA30 / TA 102 - 104

Dividend Payment &
other Distributions

MA31 / TA106

D's discretion to make further rules

MA16 / TA88

D's Expense

MA20 / TA 83

TA = Table A The TA is the equivalent "Model Articles" of a 1985 Act Co. Unlike for 2006 Act Co. there are no TA's for every kind of company.

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