Client Alert
| August 12, 2009
Guidance on Companies Act 2006 Changes in Respect of Constitutional Documents
The Companies Act 2006 (the "2006 Act") provisions governing constitutional documents of UK companies, including the new model articles of association for (i) private companies limited by shares, (ii) private companies limited by guarantee and (iii) public companies, will come into force on 1 October 2009. The Department for Business, Innovation & Skills ("BIS") has published draft guidance for companies which summarises the differences between the old "default" articles under Tables A-F of the Companies Act 1985 (the "1985 Act") and the new model articles prescribed under the 2006 Act. The model articles will apply by default to any company incorporated on or after 1 October 2009 to the extent that the company does not choose to modify or disapply the provisions of the relevant model articles in its own articles. The guidance also includes information on changes to other constitutional documents and guidance for both existing and new companies on suggested procedures to follow as a result of these changes. Note that Table A remains in force for existing companies incorporated under the 1985 Act which adopted Table A articles (or to which Table A applies by default) until those companies choose to amend their articles.
This memorandum is intended only as a general discussion of these issues. It is not considered to be legal advice. We would be pleased to provide additional details or advice about specific situations. For additional information on this important topic, please feel free to call upon your Dewey & LeBoeuf relationship partner. No part of this publication may be reproduced, in whole or in part, in any form, without our prior written consent.
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