This new edition will prove an invaluable resource for anyone seeking guidance on how to draft, amend or interpret their company’s memorandum and articles of association in light of the changes of law brought into force by the Companies Act 2006.

As the basic constitutional documents of a company, the memorandum and articles of association provide the framework within which a company must operate, and practical guidance on the status and content of these is provided in the context of both the Companies Act 1985 and the Companies Act 2006 provisions, including those provisions to be implemented on 1 October 2009.

Key new areas covered include:

• what action is required to address the change in the status of the memorandum;
• analysis of the new model articles and what they mean for companies;
• guidance on reviewing and revising your articles to take advantage of changes introduced by the Companies Act 2006 such as electronic communications, indemnity clauses, directors’ conflicts of interests and provisions relating to the holding of annual general meetings; 
• how to deal with the repeal of authorised share capital requirements.

Comprehensive

As the constitutional documents are vital right from the start of a company’s life, A Practical Guide to the Memorandum and Articles of Association 2nd edition also looks at the procedures for forming a company and the key issues to consider, such as restrictions on choosing a company’s name. Furthermore, as there are very few matters which can be determined by reference to the constitutional documents alone many other topics of interest and importance relating to the running of a company are also referred to throughout.

Key features:

• Easy-to-use format which follows the subject headings used in the model articles
• Practical tips throughout
• Precedents
• Checklists of procedures for amending and adopting articles
• Extensive cross referencing
• Comprehensive source materials such as model articles and tables of destinations
• Glossary of key terms

A Practical Guide to the Memorandum and Articles of Association, 2nd edition is a ‘must-have’ guide for company secretaries, finance directors, in-house counsels and other legal advisers who need a practical resource to drafting or amending constitutional documents of their companies.

Paperback •  ISBN: 9781860724312 •   Published July 2009 • £39.95

Contents
Introduction
 
Legal status of the memorandum and articles
Model articles
Relationship between the constitutional documents and statutory provisions
Shareholder agreements
Subsequent changes
 
The memorandum
 
Current contents of the memorandum
The name of the company
Registered office clause
The objects clause
Limited liability clause
Share capital clause
Public company clause
Subscriber clause
Future of the memorandum
 
Articles of association
 
Introduction
The articles and default regulations
Table A
Model articles
Format of the articles
Existing companies and the model articles
Amending the articles
Entrenchment
 
Companies Act 2006 amendments
 
Officers
Restrictions affecting appointment of directors
Indemnity provisions
Conflicts of interests
Duty
Authorisation of conflicts by the directors
Key provisions for inclusion in the articles of association
Shares
Transfer of shares
Authorised capital
Variation of class rights
Meetings and resolutions
Redundant terminology
Written resolutions
Reduced requirements
Notice of special resolutions
Consent to short notice
Shareholder meetings and voting
Annual General Meetings
Enhanced proxy rights
Calculation of proxy receipt deadline
Proxies and corporate representatives
Electronic and web communications
 
Directors
 
Directors’ powers and responsibilities
Directors’ powers
Committees
Shareholders’ reserve power
Meetings of directors and committees
Calling a directors’ meeting
Meetings where directors are not all present in the same place
Quorum
Chairing the meeting
Voting
Resolutions in writing
Transactional conflicts of interest
Appointment of directors
Appointment
Retirement by rotation
Alternate directors
Minimum number of directors
Executive positions
Termination of appointment
Removal of directors
Remuneration and expenses
Indemnity and insurance
 
Share capital
 
Authorised capital
Classes of share
Authority in articles to issue different classes of share
Rights for different classes of share
Variation of class rights
Issued capital
Changes to capital
Increase of capital
Consolidation and subdivision of shares
Reduction of share capital
Re-denomination of share capital
Minors as members
Share certificates
Model Articles for private companies
Model Articles for public companies
Table A
 
Allotments, transfers and distributions
 
Allotments
Authority to allot shares
CA 1985 position
What happens in practice
CA 2006 position
Pre-emption rights
Nominee shareholders
Calls on shares
Forfeiture of shares
Purchase of own shares
Bonus issues
Redeemable shares
Transfers
Transfer of shares
Form of transfer
Refusal to register a transfer
Pre-emption rights
Tag-along rights
Drag-along rights
CREST
Transmission of shares
Dividends and other distributions
Procedure for declaring dividends
Payment of dividends and other distributions
Unclaimed distributions
Non-cash distributions
Waiver of distributions
 
Decision-making by shareholders
 
Organisation of general meetings
Notice of general meetings
Postal strikes
Entitlement to notice of general meetings
Content of notice
Statement of right to appoint proxies
Agreement to short notice
Private companies
Public companies
Relationship with articles
Quorum
Required number
What happens when a meeting is inquorate
Chairing general meetings
Who chairs the meeting
Chairman’s power
Attendance and speaking at general meetings
Adjournment
The right to adjourn
Procedural aspects of adjournment
Annual General Meetings
The business of the Annual General Meeting
Election of directors
Declaration of a dividend
Voting at general meetings
Voting
Voting on a show of hands
Chairman’s casting vote
Declaration of result
Proxies
Content of proxies
Delivery of proxy forms
Corporate representatives
Difference between corporate representatives and proxies
Article provisions
Problems with s.323(4) CA 2006
Polls
Demanding a poll
Procedure on a poll
Amendments to resolutions
Ordinary resolutions
Special resolutions
Written resolutions
 
Considerations when forming or re-registering a company
 
Types of company
Choosing a name
How to form a company
Registered office
Director restrictions
Getting the memorandum and articles right from the start
Re-registration
 

About the author
Martha Bruce: Martha Bruce, FCIS, is a Chartered Secretary and partner of David Venus and Partners, a leading firm of Chartered Secretaries in practice.