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Articles of Association

October 2009

Articles of association are rules governing the internal affairs of a company. All registered companies must have articles of association.

Model Articles

The Companies Act 1985 provided Table A as model articles for companies limited by shares. From 1 October 2009 Table A has been replaced by three new default model articles aimed at the different types of companies.
- Private Companies Limited by Shares;
- Private Companies Limited by Guarantee; and
- Public Companies.

The model articles for private companies have been designed with the needs of small businesses in mind. The model articles for private companies limited by guarantee are closely based on those for private companies limited by shares, with the provisions relating to shares removed.

Changes to Articles

Please note that from 1 October 2009, unless a company creates its own articles excluding or amending the model articles, then the new model articles for that type of company will apply by default.

Companies are however free to adopt, vary or exclude some or all of the model articles, subject to the provisions of the Companies Act 2006. In the case of existing companies, insofar as their articles are inconsistent with the 2006 Act, the requirements of the 2006 Act will override those articles.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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