The Companies (Model Articles) Regulations 2008
SI 2008/3229 are the default company constitution for limited companies under
UK company law
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary lega ...
. The Model Articles will apply to a limited company if it does not register its own articles or, if it does register them, they will apply to the extent that they are not modified by the
Articles of the company.
The new Model Articles came into force on 1 October 2009 and replaced the old
Companies Act 1985
The Companies Act 1985 (c. 6) is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enabled companies to be formed by registration, and set out the responsibilities of companies, their ...
Table A
Table A in UK company law is the old name for the Model Articles or default form of articles of association for companies limited by shares incorporated either in England and Wales or in Scotland before 1 October 2009 where the incorporators do n ...
Articles. There are no Model Articles for unlimited companies as these types of companies are relatively rare and often have very specific needs that do not justify a standardised approach. The Model Articles do not affect companies incorporated prior to 1 October 2009 unless they choose to adopt them.
Private companies
Schedule 1 contains the model articles for companies limited by shares. Schedule 2 contains model articles for companies limited by guarantee (which are often non-profit).
The model articles for private companies were drafted primarily for small companies. This means that they tend to be more accessible to the directors and members but they are often not appropriate for companies with multiple shareholders and/or directors that want more detailed constitutional rules.
There are two other sets of model articles of association prescribed by statute for private companies in England. The Right to Manage (Model Articles) England Regulations 2009 for
Right to Manage
In the United Kingdom the Commonhold and Leasehold Reform Act 2002 provides a right for leaseholders to change the appointment of the management of their building to another provider, by setting up a special company to take over from the freeholder ...
companies and The Commonhold (Amendment) Regulations 2009
SI 2009/2363
/ref> for Commonhold Associations.
Public companies
Schedule 3 contains a more comprehensive set of provisions exist for the model public company articles, reflecting the generally more complex nature of a public company, and extra requirements such as provisions on accounts and the company secretary.
See also
* Corporate law
* UK company law
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary lega ...
* Articles of association
References
External links
The Companies (Model Articles) Regulations 2008/3229
Overview of the Key Provisions of the Model Articles
United Kingdom company law
Statutory instruments of the United Kingdom
2008 in British law
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