Robinsons Solicitors
News Article
PRIVATE COMPANIES AND THEIR ARTICLES OF ASSOCIATION :
The Companies Act 2006 (Act) came into force on 1 October 2009 and this article relates to private companies which were incorporated before that date and considers whether they need to change their Articles of Association.There is no statutory requirement to change Articles of Association (Articles), but there are some advantages in doing so which includes taking advantage of the simplifications introduced by the 2006 Act and working on modern form documents.
Any private company proposing to change its Articles ought to consider working from the new type of model rather than making piecemeal amendments to its existing Articles based on Table A to the previous Companies Acts.
Company Name
Directors are now able to change the company’s name where such a power is provided in the Articles. Otherwise, only the members can change the name by Special Resolution.
Objects Clause
Previously most private companies had either general commercial objects or specific objects. It is now possible to have unrestricted objects. One of the benefits is that banks and other lenders will not need to check to see that the company has the appropriate objects clause in its Memorandum of Association. The Act deems all provisions of the existing Memorandum to form part of the Articles. To have unrestricted objects requires the passing of a Special Resolution.
Share Capital
All companies used to have authorised and issued share capital. Whilst the concept of authorised share capital ... continue >
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Published: 29 January 2010
