Contents of the Articles of Association

The articles of association of a limited duration company may– (a) prohibit the transfer of any share or other interest of a member of the company absolutely, or may provide that the transfer of any share or other interest of a member requires either the unanimous resolution of all the members or a resolution passed by such proportion of the members as the articles of association may specify; (b) provide that a person ceases to be a member of the company upon the happening of any one or more of the events specified in the articles of association and may further provide that the rights of such former members shall be limited to an entitlement to receive such value for their shares in the company, as may be determined by the articles of association; (c) provide that the affairs of the company be managed by its members in their capacity as such, or by some person designated as manager with such rights, powers and duties as may be specified in the articles of association; and in such case the company shall be exempted from the requirement to have a Board of Directors under section 47; 136 (d) designate a person to be the liquidator of the company in the event of the company being in dissolution pursuant to section 150 and failing such designation, for the directors or manager to become the liquidator; and (e) provide for the authorised share capital of the company to be divided into various classes of shares carrying either limited or unlimited