cannot apply for re-registration under s 102, but must
convert to private companies first.
An unlimited company may re-register as a limited
company under s 105. This does not apply to a company
which was previously a limited company but re-registered
as an unlimited one. In this case there is no going back.
It will be recalled that an unlimited company is in
general not required to file accounts with the Registrar
and so there can be no going backwards and forwards
between limited and unlimited status because this could
lead to selective filing of accounts: e.g. if the accounts are
bad, re-register as unlimited; if they improve, re-register
as limited and file them and so on. The CA 2006 pre-
vents this.
Capital
The source of this information is now the statement of
share capital filed on incorporation plus any changes
noted since. Previously, a company was registered with
an authorised capital which it could then issue. Once
it had issued its authorised capital it had to have an
ordinary resolution of the members to increase it so that
more shares could be issued. This procedure is now
abolished.
Articles of association
The articles are now the company’s main constitutional
document containing all the company’s key rules and
powers including the allocation of powers between the
members and the directors. The memorandum is an
information carrying formation document evidencing
an intention to form a company which then becomes of
historical significance only.
All companies must have and register articles unless
they adopt model articles in full.
The articles must be printed, divided into paragraphs
numbered consecutively, and signed by each subscriber
to the memorandum in the presence of at least one wit-
ness (s 18).
Power of Secretary of State to prescribe
model articles
Section 19 gives the Secretary of State power to prescribe
model articles for different types of companies. The
version of model articles in force when an existing com-
pany was registered will continue to apply. Thus for many
existing companies the model or default articles will be
Table A to the Companies Act 1985. They can, however,
adopt the new model articles instead of Table A.
Provisions in the model articles can be incorporated or
excluded where the company registers special articles
much as before so that the company could file special
articles incorporating by reference the model articles
‘except for Arts 1, 4 and 6’.
One of the main criticisms for the existing model
articles (Table A) has been that the articles are largely
irrelevant and inapplicable for small and medium-sized
companies. Given that one of its main objectives was to
‘think small’, the 2006 Act has sought to address the dif-
ferent needs of small and medium-sized companies and
large public companies. BERR, in its consultation docu-
ment published in July 2007, suggested three main types
of articles of association for private companies limited
by shares, private companies limited by guarantee and
public companies. It was specifically mentioned in the
government’s consultation document that ‘the draft
Articles for private companies also continue to be writ-
ten with small companies in mind’. The main point is
therefore to make certain provisions, that are irrelevant
to small companies, redundant. The draft model articles
were published in March 2008 and will come into opera-
tion on 1 October 2009. It is envisaged that these art-
icles will be used as default articles by companies formed
and registered under the 2006 Act on or after 1 October
2009.
The limited liability provision is currently included in
a company’s memorandum. One of the notable points is
that the limited liability provision has been inserted into
each of the new model articles, which limits the liability
of the members in the company.Default application of model articles
Under s 20, where special articles fail to provide for
a particular matter the model articles are applied and
the same is true where no articles at all are filed by the
company.Entrenched provisions in the articles
Under s 22, provisions in the articles may say that they
are not alterable at all or alterable only subject to certain
conditions. Such a provision may be in relation to thePart 2Business organisations