What impact does the Companies Act 2006 have on companies incorporated before 1 October 2009?

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Companies incorporated before 1 October 2009 had to file a Memorandum of Association and Articles of Association. These companies would be registered under the Companies Act 1985 or previous Companies Acts (or equivalent Northern Ireland legislation). These companies aren’t required to make any changes to their Memorandum and Articles as a result of the Companies Act 2006 coming into force on 1 October 2009.

Memorandum of Association

Before 1 October 2009, the memorandum stated the company name, the registered office, the objects of the company, the liability of its members and its authorised capital. Companies are no longer required to list objects for the company, as these will be unrestricted unless the company chooses specifically to restrict them. Objects define a company’s powers, with the company unable to act outside the scope of its objects.

Those parts of the Memorandum which aren’t provisions of the Memorandum under the Companies Act 2006 will automatically form part of the company’s articles.

Articles of Association — ‘Table A’

For companies incorporated before 1 October 2009, model articles were prescribed for all companies limited by shares in what’s commonly known as ‘Table A’.

Table A model articles are superseded by the Companies Act 2006 model articles, as model articles for companies incorporated from 1 October 2009. Table A will remain in force for companies incorporated under the Companies Act 1985.

Companies with Table A articles can amend their articles by passing a special resolution. If a company changes its articles by special resolution of its members, an up-to-date copy must be registered with the Registrar of Companies.