July 2009


Now is the time to bring your company's articles up to date

Completely new model articles will come in to force on 1st October 2009. There are many important changes compared with the familiar Table A and Table C.

There are separate model articles for private companies limited by shares, private companies limited by guarantee and for public companies. The new model articles will automatically apply for all companies registered from 1st October 2009 unless other articles are registered. Even if this is done, the individual provisions of the model articles will apply unless they have been excluded or contradicted. This is known as the ‘default provision’.

The new model articles will not automatically apply to companies already registered at 1st October 2009, but you can change your existing articles to adopt some or all of them. You do not have to change your articles, but in our opinion you should seriously consider doing so. They may well be inconsistent with the current law in some respects. This could mean that in some areas they would be ineffective and overridden by the latest Companies Act.

The following are just four examples of where the new model articles differ from Table A:

  • Subject to conditions, e-mail board meetings are allowed.
  • Directors may decide that a board meeting has been held at the place where any participating director is at the time. This has very important tax implications.
  • The chair does not have a casting vote at an AGM or General Meeting.
  • The directors of private companies have discretion to refuse to register a share transfer.

Your Articles are important and they should be up to date. They define your company’s constitution which should be set in the context of the new law. If you have not done so already, now is the time to carry out a complete examination of them to make sure your company has a thoroughly modern constitution.

Where do you start?

You will no doubt need expert guidance. A good starting point will be to attend Your Company's constitution and articles - are they up to date? – a half-day seminar presented by UK Training.


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