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Updating company articles

Companies registered after 1st. October 2009 have very different articles of association from those which still have memorandum and articles registered before that date. The old style memorandum of association has now gone and modern company articles are based on the new Model Articles instead of the old Table A.

Whether a company registered before 1st. October 2009 needs to update its articles, or would benefit from doing so, depends on the circumstances. In many small companies updating is probably not necessary. In some, updating alone would be insufficient because the company and its members should undertake a detailed review of the articles and make detailed decisions as to the appropriate provisions. It is vitally important that a company's articles contain the provisions that are right for that company. This is particularly the case where there are two or more directors or shareholders as the protection of their rights and interests in the company depend on the articles. In particular, it is essential that appropriate share transfer provisions are in place, either in the articles or in a shareholders' agreement.

Before making any decision, we recommend that you refer to the following web pages for detailed information:

  • Introduction to articles provides a guide to the main provisions to be found in the articles of any private company limited by shares, and the main areas to consider when drafting the articles.
  • Should we update our articles? outlines the main differences between old-style memorandum and articles and the principal effects of changes brought in by the Companies Act 2006, and will be useful in deciding whether an update is required.
  • The Model Articles will be the basis of any update and so reviewing its provisions will be an important part of the process.

Our services include

  • reviewing the existing articles against details of your company, its directors and shareholders and reporting back with recommendations. See reviewing existing company articles;
  • drafting articles to your specification. See drafting articles of association;
  • providing for your company a version of our standard articles, based on the Model Articles, which can be adopted without amendment. This provides a quick and inexpensive way of updating the existing documents;
  • providing the procedural documents for the existing documents to be amended or for entirely new articles to be adopted. See adopting or amending articles of association.

See our price guide for benchmark prices.