Friday, August 1, 2008

Need a change ? Amending the Articles of Association of your Company

Since January 2007 the Companies Act 2006 (“the 2006 Act) has gradually been replacing the Companies Act 1985.

Changes introduced in April 2008 may affect the articles of association of your company and this is set to continue with further sections of the 2006 Act due to be implemented on 1 October 2008.

Particular changes introduced so far include:
  • Removing the requirement for private companies to hold an annual general meeting;
  • The calling of meetings on 14 days notice for a private company or public company (except for annual general meetings which require 21 days notice);
  • Removing the requirement to have a company secretary for private companies;
  • New provisions making the use of written resolutions easier;
  • A procedure to approve conflicts of interest;
  • The introduction of dispute resolution clauses;
  • The ability to use electronic communications.

Although the 2006 Act introduces changes. For an existing company formed prior to the introduction of the changes to take the benefit of these it may be necessary to amend its Articles of Association. We can prepare the necessary paperwork for the company.

Other changes introduced by the 2006 Act which you should also be aware of include:

  • The codification of directors duties;
  • Enforcement by the company against directors for breach of their duties;
  • The possibility of claims being brought against directors by
    shareholders on behalf of the company;
  • The ability for one director to sign deeds on behalf of the company;
  • The need for all electronic communications to include the company's name, number and address of registered office.

If you would like any further advice on this area or would like us to amend your Articles of Association in line with the new legislation please contact Lauren Flint for further information.

Lauren Flint
01603 675605
lf@rogers-norton.co.uk

We also advise on a wide variety of commercial matters including the sale and purchase of businesses and shares in companies, shareholders agreements, franchise agreements, partnership agreements, general commercial contracts, commercial property and ancillary matters.