With the final provisions of the Companies Act 2006 coming in to force on 1 October 2009, companies would need to consider some key changes and their consequences:
Memorandum of association
Companies incorporated after 1 October 2009 now have a shorter form of memorandum of association containing the name of the company, its subscribers and the number of shares issued on the date of incorporation. These are not subject to change and, therefore, the significance of the old memorandum has been greatly reduced and the main constitutional document of a company now is the articles of association. To incorporate these changes existing companies would need to pass a special resolution to amend their articles.
Main objects of a company
What these fundamental changes to the memorandum of association means is that the objects of the company will be unlimited unless restricted by the articles. For existing companies the objects as defined in their memorandum of association will remain in force until amended by a special resolution.
Directors’ residential addresses
Companies House now no longer places a director’s residential address on the public register. Instead, a service address (the most convenient being the company’s registered office!) is placed on the public register. So every director must now provide the Companies House with both his/her usual residential address and a service address for each directorship held. The service address cannot be PO Box or a DX number. Any residential addresses already showing on the public register will continue to do so.
Authorised share capital
The directors of the company can now allot any number of shares at their discretion (provided that the company has only one class of shares) without the authorisation of the shareholders. Shareholder authorisation will still be required to waive off pre-emption rights though. Companies that have the authorised share capital set out in its memorandum could remove the restriction by amending its articles by a special resolution.
