(Please note: This service is only available to customers who set up their companies with us and have an incorporation date before 1st October 2009)
Since the final stages of the new Companies Act 2006 were implemented on 1st October 2009, Companies may wish to review their Memorandum & Articles so that they reflect the current Company Law.
If it would benefit your company to change from its 1985 Companies Act Memorandum & Articles to the new 2006 version, please read the ‘More Info’ section to find out the new changes.
We will file a Special Resolution with Companies House to adopt your new Memorandum & Articles and you will also receive a copy of your new model M & A via email.
The 2006 Act has reduced the Memorandum to a document of record only which simply contains a statement that the subscribers wish to form a company and have agreed to take at least one share. The new Memorandum does not contain an objects clause. The 2006 company therefore has no restrictions on its objects.
The Act has also introduced a new set of Articles designed to simplify the administration of private companies. One of the major changes is the abolition of authorised share capital so that the company has unlimited authority to issue shares.
The Act does not permit partly paid shares, provisions for the payment of dividends have been simplified, and there is no requirement to have a company secretary, a company seal or to hold an Annual General Meeting.
Several of the changes relate to directors, for example, simplification of directors’ ability to delegate, the provision requiring directors to retire by rotation has been removed, there is no longer provision for alternate directors and the absence of a director from directors’ meetings for six months no longer gives the remaining directors the right to terminate the appointment.
There have also been key changes regarding communication with members, a 2006 company can now send documents to its members by electronic communications as the default position, subject to shareholder approval.