# Filed articles and evidence of conflict authorisation

Prepared 5 November 2026 for case SP-GTS-001. This is a comparison of the filed document contents, not an opinion on legal breach, enforceability or whether any particular consent was sufficient.

## Result

**Both companies' filed articles provide a procedure for conflict authorisation. They do not document an actual approval of GTS activity.** Article 14(8) addresses a conflict-authorisation decision where too few non-conflicted directors remain for the ordinary quorum. Article 14(9) refers a conflict to shareholders by ordinary resolution where every director is conflicted. Article 15 requires written records of directors' decisions to be retained for at least ten years.

The immediate evidential question is therefore whether a relevant declaration, board decision, written unanimous decision or shareholder resolution exists, and what it actually approved. The existence of a general authorisation mechanism is not evidence that it was used for Ivan's GTS involvement. Conversely, absence of a case-specific approval from these articles is not evidence that no separate approval exists.

## Documents and page references

- GTS incorporation: [preserved original PDF](sources/company-control/gts-incorporation.pdf), 30 PDF pages. Its separately headed articles occupy PDF pp. 13-30.
- Capitalixe incorporation: [preserved original PDF](sources/capitalixe-filings/incorporation.pdf), 32 PDF pages. Page 14 is blank; the separately headed articles occupy PDF pp. 15-32.

All page references below are PDF page numbers, not a printed numbering scheme. The originals were retrieved by the other research branches and are mapped to official source URLs, retrieval times and hashes in their existing manifests. This review used unchanged local originals; no new filing download or account access was required.

## Document form

Each attachment is titled Articles of Association for a private company limited by shares and names its own company. In each, **article 1(1)** says the regulations in Schedule 1 of the Companies (Model Articles) Regulations 2008 do not apply to that company. These are therefore the actual filed texts to review; describing them merely as unmodified statutory Model Articles would be inaccurate.

Their organisation and much of the wording correspond closely, but this comparison does not establish that they were prepared by the same person, that one was copied from the other, or that either company approved the other's activity.

## Decision and conflict provisions

| Subject | GTS PDF page | Capitalixe PDF page | What the filed text provides |
| --- | --- | --- | --- |
| Article 3, general authority | 14 | 16 | Directors manage the company's business subject to the articles. This is a general management provision, not a named approval of a competing venture. |
| Article 4, shareholders' reserve power | 14 | 16 | Shareholders may direct specified action or restraint by special resolution; the provision also addresses prior acts. No such case-specific resolution is appended here. |
| Article 7, collective decisions | 15 | 17 | The usual route is a majority decision at a meeting or a decision under article 8. There is a stated sole-director exception, subject to conditions. |
| Article 8, unanimous decisions | 15-16 | 17-18 | Eligible directors must communicate a common view. A written resolution is one route; eligibility and quorum conditions remain relevant. |
| Article 11, ordinary directors' quorum | 16-17 | 18 | Ordinarily two unless otherwise fixed, with a sole-director qualification; when directors are fewer than the required quorum, the specified permitted decisions concern appointing directors or calling a general meeting. |
| Article 13, casting vote | 17 | 19 | The chair does not receive a second or casting vote when votes are tied. |
| Article 14(1)-(5), transaction interests | 17 | 19 | An interested director is ordinarily excluded from quorum/voting on a proposed company transaction or arrangement, subject to the stated exceptions. The exceptions include a company ordinary resolution, an interest not reasonably likely to cause a conflict, and the listed permitted causes. Those causes concern guarantees, securities subscriptions and specified benefit arrangements. |
| Article 14(6)-(7), participation disputes | 18 | 19-20 | The text sets out who decides a disputed right to participate and separately treats a dispute concerning the chair. |
| Article 14(8), conflict-authorisation quorum | 18 | 20 | Where non-conflicted directors are below quorum for a resolution authorising a conflict situation or transaction, the quorum is all disinterested directors. This describes a procedure; it records no actual case decision. |
| Article 14(9), all directors conflicted | 18 | 20 | The company passes the conflict to shareholders for approval by ordinary resolution. It is not a record that the shareholders gave such approval. |
| Article 15, decision records | 18 | 20 | Directors must keep written records of unanimous or majority decisions for at least ten years from the recorded decision. This points to a distinct evidential record to locate. |

The transaction-participation rules in article 14(1)-(7) should not be paraphrased as a general permission to compete. The later conflict-authorisation procedure should likewise not be turned into an assertion that any specific conflict was authorised. Whether a situation legally falls within one of these provisions is outside this contents review.

## Differences and provisions that should not be overread

GTS article 7(2), PDF p. 15, includes an additional express clarification that quorum provisions, including articles 11(2) and 11(3), do not apply when the company has a sole director. Capitalixe article 7(2), PDF p. 17, contains the conditional sole-director decision rule but not that additional sentence. This is a textual difference, not an assessment of its legal effect. The reviewed registers list two directors for the relevant businesses; the sole-director wording is not itself evidence of the situation at any particular decision.

Both article 19(5) provisions, GTS p. 19 and Capitalixe p. 21, concern directors' accountability for remuneration received from subsidiaries or another body corporate in which the company is interested, unless the directors decide otherwise. They do not name GTS as an authorised outside venture or establish that Capitalixe had an interest in GTS. General remuneration wording must not be substituted for evidence of an actual approval.

Other sections viewed in the article-page overviews concern shares, transfers, distributions, general meetings, communications, indemnity and insurance. No GTS-specific approval by Capitalixe, named conflict declaration, board minute, shareholder consent or approval date was identified in these attachments. Such documents may exist separately; this review does not assert their absence from the companies' own records.

## Records that would answer the authorisation question

1. Any actual conflict declaration or disclosure identifying GTS, the relevant domains, services, customers or outside appointments.
2. The contemporaneous board minutes, written unanimous decisions and recorded eligibility/quorum decisions, including any decision relying on article 14(8).
3. Any shareholder ordinary resolution under article 14(9), or other resolution said to permit a director's participation or activity, together with its date and precise scope.
4. Any later amendment to the articles, shareholder agreement or service agreement relied on as authority. The incorporation attachments are historical filed texts and do not establish that no later private arrangement or amendment exists.

Those records must be read against what was actually disclosed and approved. No conclusion about authorisation or breach follows merely from parallel directorships or the existence of these clauses.

## Review method and preservation

The PDF skill was applied. The image-based article pages were rendered at 100 dpi with bundled Poppler. Complete relevant pages were inspected individually: GTS pp. 13-19 and Capitalixe pp. 15-21. Contact sheets were used to inspect the remaining article-page headings and locate the later provisions; they were not treated as OCR text. No extracted text was substituted for an unreadable page.

Derivatives are under `sources/articles-review/`, including the complete article-page PNG sequence and contact sheets. The manifest records local render/review times, byte counts and SHA-256 hashes of the originals and derivative files. The original retrieval times remain in `sources/company-control/capture-manifest.json` and `sources/capitalixe-filings/manifest.json`; a render time is not represented as a retrieval or company-event date. Hashes identify the saved files and do not independently authenticate a filed assertion or consent.