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The government included a draft of the Model Articles in its consultation document of February 2007 and a further redraft was made available on the BERR website for comment during August and September 2007. Taking into account the responses received during this period, a final draft of the Model Articles is now available on the BERR website. The new draft model articles will apply to all new companies incorporating on or after 1 October 2009.
The model articles to be prescribed under the Companies Act 2006 will apply to companies formed under that Act who choose to adopt them and apply by default to companies formed under that Act that do not register articles of association of their own with the Registrar. These articles apply to new companies formed on or after 1 October 2009.
We intend to make new regulations prescribing model articles for private companies limited by shares, private companies limited by guarantee, and for public companies.
We have decided not to develop further sets of regulations for specific types of private companies limited by guarantee nor for unlimited companies. These types of company are relatively rare and often have very specific needs that do not justify a standardised approach
Yes. There have been changes to the current Tables A, C and E to reflect the provisions on resolutions and meetings that were commenced in October 2007 as well as other provisions already commenced, including electronic communications.
The Government concluded that no further change was required to be made to Table A as a result of the implementation of either the April 2008 or the October 2008 provisions.
The revised versions of Tables A apply to new companies formed on or after 1 October 2007 and the revised versions of Tables C and E apply to new companies formed on or after 6 April 2008 who choose to adopt them. They also apply by default to companies formed on or after that date that do not register articles of association of their own with the Registrar. These articles will remain unchanged until 1 October 2009, unless we make further revision in 2008.
All companies are required to adopt articles of association when they incorporate. Tables A to F of the Companies (Tables A to F) Regulations 1985 set out standardised model articles, which companies can use as the basis for their own articles. Table A is the most commonly used Table; it sets out standardised articles for companies limited by shares, in two versions, one for private and one for public companies.. If companies do not register their own articles of association, Table A applies by default.
Tables B to F of the Companies (Tables A to F) Regulations 1985 set out standardised forms of memoranda of association and/or regulations for the adaptation of Table A to create standardised model articles for the following types of company:
Table B – a private company limited by shares (memorandum of association);
Table C – a company limited by guarantee with no share capital (memorandum and articles);
Table D – a company limited by guarantee with a share capital (memorandum and articles);
Table E – an unlimited company with a share capital memorandum and articles); and
Table F – a public company limited by shares (memorandum of association).
Tables A to F are amended from time to time to bring them into line with changes in company law. The Government made regulations in September 2007 making amendments to Table A to enable new companies formed on or after 1 October 2007 to take advantage of and to avoid conflict with the provisions of the Companies Act 2006 in force at that date.
The Government made regulations in March 2008 making amendments to Table C and E to ensure coherence between these Tables and the previously amended Table A.
The changes made are set out in the Companies (Tables A to F) (Amendment) Regulations 2007, the Companies (Tables A to F) (Amendment) (No. 2) Regulations 2007 and the Companies (Tables A to F) (Amendment) Regulations 2008 which are all available from the OPSI website.
The new Tables apply to new companies incorporated before 1 October 2009 which do not register articles of their own when they apply to be incorporated. Companies are not obliged to use Table A however and can write their own articles or base them on the Table A articles. If companies do not register their own articles of association, Table A applies by default.
The new Table A came into force on 1 October 2007. The new Tables C and E come into force on 6 April 2008.
The changes made to Tables A to F have ensured that the default articles which apply when a company does not register its own articles are consistent with the changes in company law which came into force on 1 October 2007 and 6 April 2008.
Companies are not obliged to use Table A however and can write their own articles or base them on the Table A articles. If companies do not register their own articles of association, Table A applies by default.
New Table A does not affect existing companies unless they choose to adopt it. Existing companies can choose to amend their existing articles of association, by special resolution, to bring them in line with changes in the law as expressed in the revised Table A.
Specific impacts of the amendment regulations made on 28 September 2007 that existing companies should be aware of are:
Regulation 50 of Table A is deleted for both private and public companies as it conflicts with section 282 of the Companies Act 2006. The effect of this section, in force from 1 October 2007, is that an ordinary resolution cannot be passed on a chairman’s casting vote. From 14 January 2008, however, companies which immediately before 1 October 2007 had the 1985 Companies Act Table A as their articles of association, or had a provision identical to or with the same effect as regulation 50 of the 1985 Companies Act Table A in their articles of association, will be able to continue to rely upon a chairman’s casting vote, or to restore it if they have in the mean time got rid of it, notwithstanding section 282.
Regulation 54 of Table A is amended to reflect the new rights for proxies to vote on a show of hands provided by sections 284(2)(b) and 324(1) of the 2006 Act. This regulation now reads:
54. Subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or by proxy, unless the proxy (in either case) or the representative is himself a member entitled to vote, shall have one vote and on a poll every member shall have one vote for every share of which he is the holder.
Existing companies whose articles include words to the effect of the unamended version of regulation 54 of the 1985 Companies Act Table A, so that they do not specifically reflect proxy rights, may find that from 1 October 2007, section 324 of the Companies Act 2006 nonetheless gives proxies rights.
Similarly, new Tables C and E do not affect existing companies unless they choose to adopt them. Existing companies can choose to amend their existing articles of association, by special resolution, to bring them in line with changes in the law as expressed in these revised Tables.
Specific impacts of the amendment regulations made in March 2008 that existing companies should be aware of are:
Regulation 8 of Table C has been amended to bring it in line with the revised Regulation 54 of Table A to reflect the new rights for proxies to vote on a show of hands provided by sections 284(2)(b) and 324(1) of the 2006 Act. This regulation now reads:
8. On a show of hands every member present in person or by proxy shall have one vote. On a poll every member present in person or by proxy shall have one vote.
Existing companies whose articles include words to the effect of the unamended version of regulation 8 of the 1985 Companies Act Table C, so that they do not specifically reflect proxy rights, may find that section 324 of the Companies Act 2006 nonetheless gives proxies rights.
Regulation 2 of Table E is deleted for unlimited companies as it conflicts with section 307(1) of the Companies Act 2006. The effect of this section, in force from 1 October 2007, is that all companies must provide at least 14 clear days’ notice of a general meeting.
The updated version of Table A, for companies incorporating from 1 October 2007, has been made and is available from the Companies House website.
Informal Keeling Schedules, which set out all changes made to Tables A, C and E, are available from the BERR website.
References to “articles” in newly commenced provisions will include also the memorandum of an existing company. This is achieved by the commencement of Section 17 of the 2006 Act for the purposes of the newly commenced provisions. Section 17 has already been adapted by Paragraph 1 of Schedule 1 to the Third Commencement Order, which inserts a new subsection which says:
“Unless the context otherwise requires, references in this Act to a company’s articles … include the company’s memorandum.”