| Table A
Table A and C have been amended where the existing tables were in conflict with the provisions that came into force on 1st October 2007, e.g. new directors’ duties and changes to resolutions and meetings.
What is Table A?
All companies are required to adopt articles of association when they incorporate. Tables A to F of the Companies (Tables A to F) Regulations 1985 (more commonly know as Table A) set out standardised model articles, which companies can use as the basis for their own articles. If companies do not register their own articles of association, Table A applies by default.
Why has Table A been amended?
Tables A to F have been amended to bring them in line with changes in company law. The Government made regulations in September 2007 making amendments to the Table A regulations to enable new companies formed on or after 1 October 2007 to take advantage of, and avoid conflict with the Parts of the Companies Act 2006 that came into effect by that date.
Why was a last minute further amendment necessary?
The Government made draft amendments to Table A available for comment and took comments into account when finalising the regulations to give effect to those amendments over the summer. A couple of further issues were raised subsequent to those regulations being finalised, which caused two further changes to Table A. This was quickly completed to ensure that Table A would be compliant with the law from 1 October 2007.
What has changed?
The changes are set out in the Companies (Tables A to F) (Amendment) Regulations 2007 and the Companies (Tables A to F) (Amendment) (No2) Regulations 2007, which are available from the OPSI website and / or set out in a statement on the BERR website.
Who does the new Table A apply to?
The new Table A applies to new companies incorporated on or after 1 October 2007 which do not register articles of their own when they apply to be incorporated. Companies are not obliged to use Table A, and can write their own articles or base them on the Table A articles. If companies do not register their own articles of association Table A applies by default.
When was the new Table A introduced?
The new Table A came into force on Monday 1 October 2007.
I am about to register a new company – how does this affect me?
The changes made by Government to Table A in September 2007 have ensured that the default articles which apply when a company does not register its own articles, are consistent with company law in force from 1 October 2007.
How do these changes affect an existing company?
New Table A does not affect existing companies unless they choose to adopt it. Existing companies can choose to amend their current articles of association, by special resolution, to bring them in line with changes in the law as expressed in the revised Table A.
Specific impacts of the amendments regulations made on 28 September 2007 that existing companies should be aware of are:
Regulation 50 of Table A is deleted for both private and public companies as it conflicts with sections 281 and 282 of the Companies Act 2006. The effect of these sections of the 2006 Act, in force from 1 October 2007, is that a resolution cannot be passed by use of a casting vote by a chairman. Existing companies with words to the effect of regulation 50 of the 1985 Companies Act Table A in their articles of association should note that such an article may be ineffective from 1 October 2007.
Regulation 54 of Table A is amended to reflect the new rights for proxies to vote on a show of hands provided by sections 284(2)(b) and 324(1) of the 2006 Act. This regulation now reads:
54. Subject to any rights or restrictions attached to any shares, on a show of hands every member who (being individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or by proxy, unless the proxy (in either case) or the representative is himself a member entitled to vote, shall have one vote and on a poll every member shall have one vote for every share of which he is the holder.
Existing companies whose articles include words to the effect of the unamended version of regulation 54 of the 1985 Companies Act Table A, so that they do not specifically reflect proxy rights, may find that from 1 October 2007, section 324 of the Companies Act 2006 nonetheless gives proxies rights.
How do these changes relate to the new draft model articles that come into effect on 1 October 2009?
The regulations setting out the model articles are due to be made in December 2008 and will be commenced on 1 October 2009. The changes to Table A have no impact on the model articles or the timing of the introduction. When the model articles come into force in 2009, they will replace Table A as default articles; but a company which already has the revised Table A and its articles will not be affected by the model articles unless it chooses to switch to them.
Is Table A available on the Companies House website?
Yes, the latest version of Table A is available on the Companies House website
Table A for private companies (PDF 97k)
Table A for public companies (PDF 100k)
Table C (PDF 25k)
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