From 1 October 2009 the Companies Act 2006 makes extensive changes to the law relating to company constitutions. The changes include the introduction of new model forms of articles of association for private companies limited by shares, public limited companies and companies limited by guarantee.
A company formed before 1 October 2009 can continue to operate after that date under its existing memorandum and articles. Provisions in the memorandum of association will be treated as provisions contained in the articles after 1 October and the existing articles will remain in force to the extent that they are not overridden by any provision of the new Act.
But updating the constitution will bring material benefits to a company and is widely recommended by professional advisers. Read more about the advantages of updating.
Jordans' services
Jordans have a range of services to help you change or update your company constitution:
Company Healthcheck £140 + VAT
For private commercial companies limited by shares only. We will conduct a comprehensive review of the company’s existing memorandum and articles, produce a report to identify provisions that do not comply with current legislation or are now unnecessarily restrictive and provide advice and recommendations for updating. Click here for more details and to instruct us.
Adopt Jordans Articles From £150 + VAT*
For private commercial companies limited by shares that simply wish to replace their existing constitution with Jordans’ new articles, we will provide:
• New articles of association (one unbound copy) with explanatory notes
• All necessary minutes and/or resolutions with guidance notes on procedures and consequential matters
• Checking and filing of documents at Companies House
• Optional articles are available for an additional fee.
See our order form for details.
* Discounts are available for on-line orders. Contact the legal team for further information about our on-line articles updating service.
Bespoke Updating Services £P.O.A.
For public companies, companies limited by guarantee and companies limited by shares that wish to adopt new articles tailored to their special requirements, our service includes:
• Obtaining the current constitution and all relevant company information from the public file
• Providing new articles of association specially drafted to meet the company’s individual needs with explanatory notes
• Providing all necessary minutes and/or resolutions with guidance notes on procedures and consequential matters
• Checking and filing of documents at Companies House
Please contact us with the company name and number and an outline of your special requirements to enable us to provide an estimate of fees.
For more information on these services please contact our Corporate Legal Services team on 0117 918 1497 or email corporatelegalservices@jordans.co.uk
