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THE COMPANIES ACT 2006 A PUBLIC COMPANY LIMITED BY SHARES NEW ARTICLES OF ASSOCIATION OF THE CO-OPERATIVE BANK P.L.C. (Adopted by Special Resolution passed on 1 2013) CONTENTS Article Page PRELIMINARY

How to fill out new articles of association

1. Review the current articles of association: Before filling out new articles of association, it is important to review the existing ones. This will help you understand the current provisions and identify any necessary changes or updates.
2. Consult with legal professionals: It is advisable to consult with legal professionals, such as lawyers or corporate attorneys, who specialize in corporate law and can provide guidance on drafting the new articles of association. They can ensure that the articles comply with relevant laws and regulations.
3. Determine the purpose and scope: Clearly define the purpose and scope of the new articles of association. Identify any specific changes or additions you want to make. This may include modifying provisions related to company structure, shareholder rights, decision-making processes, or any other relevant areas.
4. Conduct internal discussions: Engage in discussions with all relevant stakeholders, including the board of directors, executive team, and shareholders. Consider their perspectives and input while drafting the new articles. This will help ensure that the articles reflect the interests and objectives of the company as a whole.
5. Hold a shareholder meeting: Depending on the jurisdiction in which the company operates, it may be necessary to hold a shareholder meeting to approve the new articles of association. Shareholders should be provided with copies of the proposed changes well in advance of the meeting to allow for informed decision-making.
6. Draft the new articles: With the input and guidance from legal professionals and internal discussions, begin drafting the new articles of association. Pay close attention to the language used, making sure it is clear, unambiguous, and in compliance with legal requirements.
7. Seek legal review and approval: Once the new articles are drafted, it is essential to have them reviewed and approved by legal professionals. They will ensure that the articles align with relevant laws and regulations, minimizing any potential legal risks or issues in the future.
8. Obtain necessary signatures and file with the appropriate authority: Once the new articles of association are finalized and approved, ensure that all required signatures are obtained. File the articles with the appropriate government authority, such as the registrar of companies, to make them legally binding and effective.

Who needs new articles of association?

Companies or organizations that undergo significant changes in their structure, ownership, or objectives may need new articles of association. This can include situations such as:

1. Formation of a new company: Newly formed companies typically need to draft and file articles of association to define their governance structure, rights and responsibilities of shareholders, and other important aspects.
2. Merger or acquisition: When two or more companies merge or one company acquires another, it often necessitates the creation of new articles of association to align with the new entity's structure, ownership, and operating procedures.
3. Fundamental changes in business operations: If a company undergoes significant changes in its business operations, such as expanding into new markets or drastically altering its products or services, it may need to revise its articles of association to reflect these changes.
4. Shareholder disputes or restructuring: In situations where there are shareholder disputes or restructuring efforts, new articles of association may be necessary to redefine ownership rights, decision-making processes, or other relevant provisions.
5. Compliance with legal requirements: Changes in laws and regulations can sometimes require companies to update their articles of association to ensure compliance with new legal provisions.

Overall, the need for new articles of association arises when there are substantial changes in the company's structure, objectives, ownership, or legal requirements. It is important to consult with legal professionals to determine the specific circumstances that warrant the drafting of new articles.

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What is new articles of association?

New articles of association are a set of rules and regulations that govern the internal operations of a company or organization.

Who is required to file new articles of association?

The company or organization's board of directors or governing body is typically responsible for filing new articles of association.

How to fill out new articles of association?

New articles of association can be filled out by following the guidelines provided by the relevant regulatory body or legal counsel.

What is the purpose of new articles of association?

The purpose of new articles of association is to establish the rights, responsibilities, and operating procedures of the company or organization.

What information must be reported on new articles of association?

Information such as the company's name, address, purpose, shareholders, directors, and organizational structure must be reported on new articles of association.