Updates to your Articles of Association (if pre-Oct 2007)

Articles of Association
The Companies Act 2006 was introduced nearly 10 years ago, yet not all companies are up to date and not all directors are aware of their obligations. If a company was incorporated prior to 1 October 2007, then unless it has expressly adopted the new amendments, the company and its articles are affected. This could lead to compatibility issues with the new legislation further down the line. further down the line.

The Companies Act 2006 streamlined the previous provisions and made it easier for directors to act for their company. Although there are similar provisions, for example quorum being set at two, there are also variations which can result in incompatibilities between those companies operating under Table A Articles and current legislation. Some key changes in the legislation include:

  • Removal of entrenchment provisions
  • Removal of authorised share capital
  • Director’s are no-longer required to publish their private address
  • Codification of Director’s duties
  • Company’s must now have at least one individual as a director, and cannot have a board consisting entirely of other companies and ‘non-natural’ persons

These are just a few of the positive changes made by the 2006 Act. There are yet more changes to the 2006 Act that are being introduced and it is important that companies ensure that their constitution is up to date with current legislation.

If your company was incorporated prior to October 2007 you should consider updating your articles to avoid confusion, conflict and incompatibility with the 2006 Act and take advantage of some of the changes introduced.

For more information and advice on articles of association please feel free to contact me on 01604828282 or via email

Image courtesy of 123rf.com.

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About Andrea Smith

Andrea is a Commercial Lawyer, heading up the Corporate Services department at our Northampton office. She specialises in Corporate and Commercial Services - including mergers & acquisitions; contracts; company law; franchising and partnerships. You can follow her on Twitter here: @AndreaJQSmith
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