A company’s articles of association are a vital constitutional document for that company, together with the memorandum of association – in cases where the memorandum. The articles define the director responsibilities, the kind of business that is to be undertaken and the means by which control is exerted over the board of directors by shareholders. However, clients of London Registrars’ (http://www.london-registrars.co.uk) company secretarial services may wish to take advantage of certain changes in company law in recent years.
That company law change was the introduction, on 1 October 2009, of ‘the Model Articles’, or in other words, the current form of articles of association for private companies and PLCs. It enables the directors and shareholders of companies formed after that date to make the most of the simplified procedures for running their business as set out in the Model Articles.
There may not seem to be an obvious compelling reason for a company to invest in new articles of association, given that if the company was established before October 2009, it is not legally required for it to do so. However, it is unlikely that the company’s existing articles of association incorporate the new procedures, and this is an opportunity for firms to review their articles to ensure they are fit for purpose.
London Registrars recommends that its company secretarial services should include the review of existing articles and the proposals for any amendments that may be appropriate to ensure compliance that suit the company’s individual circumstances. Many companies have already used this service having approached London Registrars in the first place because the existing articles were out of date, or the articles were bespoke in nature but the purposes for them were no longer applicable.
There are many ways in which the Model Articles can help a company for example the difficult to understand language in the existing memorandum and articles can be replaced with the more easily understood and user-friendly English of the Model Articles, or any limitation on the type of business that the company can undertake may have been removed.
Similarly, amended articles using the Model Articles will remove the authorised share capital of the company, allowing new shares to be issued by directors. A company’s articles may also be updated to reflect a need for greater electronic communication with shareholders by directors and shareholders.
This is not an exhaustive list. There are many advantages in adopting the Model Articles provided through company secretarial services from London Registrars (http://www.london-registrars.co.uk).