Prior to 1 October 2009, companies were required to have the following constitutional documents: -
The mmorandum stated the company name, the situation of the rgistered ofice in Great Britain or Northern Ireland, the objects of the company, the liability of its members and its authorised capital. The company’s objects define its powers. A company does not have the power to act outside the scope of its objects.
Model articles are prescribed for all companies limited by shares in what is commonly known as Table A (contained in the Companies (Tables A to F) Regulations 1985 [S.I. 1985/805]) (S.R. 1986 No. 264 in Northern Ireland).
Over time, these Tables have been amended to ensure that they accurately reflect current company law. The version of Table A that applies to any one company will depend on its date of incorporation and the version of Table A applicable at that time.
Tables A to F were most recently amended in October 2007 and April 2008 to reflect changes in the law, for example those applying to resolutions, meetings and electronic communications. The amendments were made only to correct regulations that had become in direct conflict with company law as a result of commencement of provisions within the Companies Act 2006 - they did not remove superfluous text or go as far as some provisions of the 2006 Act.
The revised version of Table A applies to new companies formed on or after 1 October 2007 who choose to adopt it (although, of course, they are free to adopt any other version should they so wish). The revised versions of Tables C and E apply to new private companies limited by guarantee or unlimited companies formed on or after 6 April 2008 who choose to adopt them. The revised versions of these Tables also apply by default to companies formed on or after these dates that do not register articles of association of their own with the Registrar.
Table A model articles were superseded by the Companies Act 2006 model articles on 1 October 2009 as model articles for companies incorporated on or after that date. Table A will, however, remain in force for companies incorporated under the Companies Act 1985, and companies can continue to incorporate provisions of Table A by reference (or provisions of the Companies Act 2006 model articles).
New companies incorporated under the Companies Act 2006, on or after 1 October 2009, need to adopt a new style memorandum, which is a much reduced document than that required by companies incorporated under the Companies Act 1985. Essentially it contains simply the names of the subscribers to the company and authentication that they have agreed to become members of that company.
Any new companies formed on or after 1 October 2009 do not required to list objects for the company as these will be unrestricted from that point forward, unless the company chooses specifically to restrict them. For any company incorporated before 1 October 2009 its objects are deemed to be contained in the articles, but they can be removed by a special resolution.