Companies Act 2006 - Statutory Instruments
Articles of Association SIs
The main legislation is in the Companies Act 2006, where Part 3(sec17 to sec38) covers a company's constitution. Within that Part, Chapter 2 deals with articles of association
This page contains the Statutory Instruments made under the Companies Act 2006 in respect of articles of association
The Companies (Tables A to F) (Amendment) Regulations
(Coming into force 1st October 2007)
These Regulations amend Table A. Regulation 36 (extraordinary general meetings) is omitted; regulation 37 is amended (calling a meeting); regulation 53 is omitted; regulation 117 is amended to omit reference to extraordinary general meetings; regulations 38, 60 and 61 are amended to make them applicable to private companies; regulation 318 is amended to allow a quorum of one in single member companies; regulations 73-80 are omitted/amended (re appointment and retirement of directors by rotation). A new version of table A is available here, and takes account of the above changes.
The Companies (Tables A to F) (Amendment) (No. 2)
(Coming into force 1st October 2007)
A further amendment to Table A. Regulation 50 is omitted to remove the chair's casting vote and regulation 54 is amended to reflect the rights of proxies to vote on a show of hands.
The resulting version of Table is available in the database
Table A went through a number of changes in 2007 and 2008. The Companies (Tables A to F) (Amendment) Regulations 2008 further amend the regulations made under the Companies Act 1985 which set out default articles of association for the management of various types of company. The amendments bring the articles of association of new companies limited by guarantee which adopt Table C as their articles, and unlimited companies which adopt Table E as their articles, and are formed on or after 6 April 2008 into line with Parts of the Companies Act 2006 that have already come into effect. The changes are in the form of the deletion of one regulation and slight text changes to another regulation to avoid conflict with those Parts. This is in addition to amendments that have already been made by the Companies (Tables A to F) (Amendment) Regulations 2007 and the Companies (Tables A to F) (Amendment) (No.2) Regulations 2007.
The Companies (Model Articles) Regulations
These Regulations, made under section 19 of the Companies Act 2006 (c.46), prescribe model forms of articles of association for:
(a) private companies limited by shares (regulation 2 and Schedule 1),
(b) private companies limited by guarantee (regulation 3 and Schedule 2), and
(c) public companies (regulation 4 and Schedule 3).
These model articles will automatically form the articles of association for companies formed under the CA 2006 which, on their formation, either do not register their own articles of association with the registrar of companies under that Act, or, if they do so, do not exclude the model articles in whole or in part (CA 2006, sec20). Otherwise, companies are free to adopt the model articles in whole or in part. Most companies adopt articles that adopt much of the Model Articles but vary particular provisions.
Click here for more information about companies' articles and for the text of the Model Articles for a private company limited by shares.
The RTM Companies (Model Articles) (England)
In accordance with Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 2002, a Right to Manage (RTM) company may acquire and exercise rights in relation to the management of premises. Section 73(2) of the 2002 Act provides that a company is an RTM company in relation to premises if it is a private company limited by guarantee and its articles of association state that its object, or one of its objects, is the acquisition and exercise of the right to manage those premises.
These Regulations, which apply in England, prescribe the form and content of the articles of association of RTM companies. They include provision, authorised by section 74(4) of the 2002 Act, to the effect that the articles have effect for a RTM company whether or not the company adopts the articles set out in the Schedule.
The Regulations revoke the RTM Companies (Memorandum and Articles of Association) (England) Regulations 2003, subject to transitional provisions. RTM companies incorporated before 9th November 2009 can continue to operate under their existing constitutions until 30th September 2010. Alternatively, such companies can choose to adopt the articles of association prescribed by these Regulations.