1 October 2009 was the final D-Day for changes in company law under the Companies Act 2006, the largest statute in English legal history.
Philip Wild, a partner in Kidd Rapinet says:
“Although it has been a long time coming, many businesses are not properly prepared. These last changes are very important. The key changes are twofold: (i) to procedural matters, forms and the like, and (ii) changes to fundamental legislative areas such as articles of association and share capital. When a company changes its share capital it now needs to file a document called a ‘Statement of Capital’ with Companies House. The concept of authorised share capital has been abolished.”
The changes are positive. Removing outdated provisions from the Memorandum for all companies, old and new, is sensible modernisation. We have been helping businesses who want to do so to update their Articles, adopting the best of the new regime, and now is a good time to do so as the changes are all in effect. The Memorandum, which every company in the land has as part of its constitution, becomes almost a historical document. The changes to share capital rules are also a welcome development and the new Model Articles for companies incorporated after 1 October (or which choose to adopt them after then) are an improvement on the old Table A.
Many businesses are unaware that the Act has already removed the needs to hold an annual general meeting and to have a company secretary, although a number will find their articles of association require this and many want to retain a company secretary in any event. However, thought should be given to what is best for a particular company. It may be wise for many to adopt the new Model Articles of Association, and we can help companies keep up-to-date with these changes. Some of the new changes only apply if the existing Articles do not restrict them, so now is a good time to revise Articles.
Call Philip Wild on 020 7024 8029 for further information.