Articles of Association FAQs
Q. When will the draft model articles be available?
A. The Companies (Model Articles) Regulations 2008 were made on 16 December 2008. The final version of the Model Articles are now available.
Q. Who do the model articles apply to?
A. The model articles are set out in schedules 1-3 of The Companies (Model Articles) Regulations 2008. The model articles as originally set out apply by default to private limited and public companies incorporated between 1 October 2009 and 27 April 2013 (inclusive). They were amended from 28 April 2013 by the Mental Health (Discrimination) Act 2013 to remove paragraph 18(e) (for private companies) and 22(e) (for public companies), (termination of a director's appointment on mental health grounds) from the model articles.
The model articles as amended by the Mental Health (Discrimination) Act 2013 apply by default to private limited and public companies incorporated on or after 28 April 2013. The previous model articles continue to apply to those companies incorporated before that date.
Q. Will companies, whose articles of association still contain the revoked paragraph have to remove it?
A. No. There is no requirement to remove that paragraph. However a company may wish to do so. If a company wishes to remove it, the members can pass a special resolution to either
a) amend the company's articles
If a company chooses to adopt model articles in their entirety (either on incorporation or subsequently), it does not need to send a copy of the articles to Companies House.
Q. What is Table A?
A. 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 (more commonly know as Table A) set out standardised model articles, which companies can use as the basis for their own articles. If companies do not register their own articles of association, Table A applies by default.
Q. Why has Table A been amended?
A. Tables A to F have been amended to bring them in line with changes in company law. The Government made regulations in September 2007 making amendments to the Table A regulations to enable new companies formed on or after 1 October 2007 to take advantage of, and avoid conflict with the Parts of the Companies Act 2006 that came into effect by that date.
Q. What has changed?
A. The changes are set out in the Companies (Tables A to F) (Amendment) Regulations 2007 and the Companies (Tables A to F) (Amendment) (No2) Regulations 2007, which are available from the OPSI website and / or set out in a statement on the BIS website.
Q. Who does the new Table A apply to?
A. The new Table A applies to new companies incorporated on or after 1 October 2007 which do not register articles of their own when they apply to be incorporated. Companies are not obliged to use Table A, 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.
Q. When was the new Table A introduced?
A. The new Table A came into force on Monday 1 October 2007.
Q. How do these changes relate to the new draft model articles that came into effect on 1 October 2009?
A. The regulations setting out the model articles were made in December 2008 and commenced on 1 October 2009. The changes to Table A have no impact on the model articles or the timing of the introduction. When the model articles came into force in 2009, they replaced Table A as default articles; but a company which already has the revised Table A and its articles will not be affected by the model articles unless it chooses to switch to them.
Q. I am about to register a new company - how does this affect me?
A. The changes made by Government to Table A in September 2007 have ensured that the default articles which apply when a company does not register its own articles, are consistent with company law in force from 1 October 2007.
Q. How do these changes affect an existing company?
A. New Table A does not affect existing companies unless they choose to adopt it. Existing companies can choose to amend their current articles of association, by special resolution, to bring them in line with changes in the law as expressed in the revised Table A.
Q. Is Table A available on the Companies House website?
A. Yes, the latest version of Table A is available on the Companies House website.
Q. What are the latest amendments to tables C and E and when they will take effect?
A. In April 2006 provision 54 of the Table C and provision 2 of the Table E were amended to bring them into line with the Companies Act 2006.
Regulation 54 of the Table C (vote of members) was ambiguous in terms of whether it allowed the proxies acting on behalf of members of a company limited by guarantee the new right to vote on a show of hands prescribed by sections 284 and 324 of the Companies Act 2006. Proxies are now specifically mentioned in the regulation.
Regulation 38 of Table E sets a notice period of 7 days for general meetings of unlimited companies. This was in conflict with section 307 of the Companies Act 2006 which requires at least 14 days notice so regulation 38 was deleted from Table E.
Q. Will there also be a model set of articles for companies that are limited by guarantee?