The final provisions of the Companies Act 2006 came into force on 1st October 2009 which had fundamental implications for new companies formed on or after that date. Existing companies and their directors may also benefit from these new provisions.
A new, shorter and simpler model constitution (articles of association) for private companies formed on or after 1st October 2009 was introduced containing minimum key rules to govern the way they operate. These new model articles of association replace the previous model known as Table A. The memorandum still exists but is a lot shorter and ceases to have a central role in the constitution (for existing companies it will be read as if it were part of the articles of association).
Existing companies will continue to keep their existing articles of association based on Table A until such time that they update their constitution. If existing companies have not already done so, now may be a good time to check their current articles of association to see whether they are up to date and are taking advantage of the changes in company law over the last few years. For example:
(i) if the articles of association permit, companies may pass shareholder resolutions by written resolution with a simple or 75% majority vote instead of holding a meeting (before 1st October 2007 a unanimous vote was required);
(ii) companies are no longer required to appoint a company secretary and deeds may now be signed by just one authorised director in the presence of a witness who also signs;
(iii) the articles of association can be used to address the directors’ new statutory duty to avoid conflicts of interest and how board decisions are managed in relation to matters where a possible conflict arises.
Directors’ service addresses
With effect from 1st October 2009, directors and company secretaries can choose not to use their home address as their service address (which is filed as a public record at Companies House). They may use for example the company’s registered office address as the service address. The home address must still be supplied to Companies House but will be treated as “”