Articles Of Association

Unfortunately, rather than taking the simple approach of bringing the whole of the new Companies Act 2006 into force at once, the Government has instead done things piecemeal leaving companies struggling to work out how the new legislation impacts on their day to day operations.

Every Company has a set of Articles of Association which set out its constitution and how it should run its affairs.† Whilst there is still more legislation to come into force, companies should now be taking steps to review their Articles to allow them to take advantage of the increased flexibility the new Act provides.† The top 5 "tidy ups" for their Articles that all companies should be considering are as follows:-

1. Shareholder ResolutionsThere are now only two types of Resolutions that can be passed at meetings, Ordinary Resolutions - 50% and Special Resolutions - 75%, so all references to Extra Ordinary Resolutions should be deleted.† A new procedure for passing Written Resolutions has also been...