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Articles of Association

A project we are asked to help with by many small Limited companies is amending the articles of association. Here’s a brief overview of the main questions we are asked by clients.

  • Articles of association – What are they?
  • Model articles /¬†Model articles of association – How do they work? Do I need to amend mine?
  • Memorandum of association / Memorandum and articles of association – Do I still need these? Are they still valid? Do I need both?
  • Model articles for private companies / Model articles for private companies limited by shares – Is there a difference? Do I need to tell companies house about my ‘objects’?
  • Companies House Model Articles / Companies House Articles of Association – Should I just use these? Are they suitable for my company? Why and when should I change them?

What are the Articles of Association?

Every limited company should review their articles of association, since the introduction of new regulations in the Company Act 2006, the old style memorandum of association are no longer required. The articles of association form the rules of how the company will operate or its ‘constitution’. All limited companies must have articles, the majority of which, simply use the default articles as prescribed by CA 2006.

Why would I change my Articles of Association?

There are a number of reasons you ought to review your articles. We have listed the main points below:

  1. To agree how the board is accountable to the shareholders.
  2. To agree what happens to shares on the death of a shareholder.
  3. To prevent share sales without the agreement of the board or to restrict sales to family members.
  4. How much the shareholder (or there estate would receive) on the death of shareholder.
  5. To add protection for minority shareholders.
  6. To add protection for investors.
  7. To allow rules for employee share schemes – what happens if the employee is dismissed (bad leaver) or retires (good leaver).
  8. How minority shareholders will be treated if majority shareholders decide to sell.

Review & Amendment Service

We offer two main services for company directors, accountants and solicitors.

Articles Review & Amendment Service

We will hold a telephone meeting to establish your needs and requirement and produce a planned outline of the amendments you may require based on the individual needs of the company, it’s directors and shareholders. Once agreed we will produce the amended Articles of Association all ready for filing at companies house.

Cost of our service: £495.00

For more information call Richard Bishop 07977 433950 – 0121 421 7144 0r email: richard@pfep.co.uk