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Could your company benefit from changing its articles of association?
8 September, 2011


One of the governments key aims in passing the Companies Act 2006 was to simplify the regulation of private companies. To a large extent it has achieved this aim but companies need to take action (including alterations to their memorandum and articles of association) to obtain the full benefit of the relaxations.

In addition, this Act has introduced some new administrative and procedural requirements with which private companies need to comply. A large amount of the provisions of this Act came into force on 1 October 2009.

Some ways in which companies can take advantage include:

• There is no requirement for companies to have a company secretary

• There is no requirement for companies to have an annual general meeting

• The minimum statutory notice period for all unlisted private company shareholder meetings is now 14 days, even if a special resolution is proposed

• The concept of authorised share capital has been abolished under the 2006 Act but will continue to operate as a restriction on the power of an existing company to allot shares until the statement of authorised share capital from the memorandum is removed from the articles

• A single director is able to execute a deed on behalf of a company provided that his signature is witnessed by an independent adult

• Electronic participation in company board minutes is possible

There are also many new Companies House forms replacing the previous ones which must be used when making submissions to Companies House.

For further advice on these new provisions or as to which Companies House forms to submit then please contact Sam Freeman, Partner in our Commercial Department, on s.freeman@laceyssolicitors.co.uk or 01202 557256.