Companies House

Changes to model articles

On 28 April 2013, part 3 of the Mental Health (Discrimination) Act 2013 came into force. The effect was to amend the model articles of private limited and public companies as set out in Schedules 1-3 of The Companies (Model Articles) Regulations 2008.

Paragraph 18(e) of the model articles for private companies limited by shares or by guarantee and paragraph 22(e) of the model articles for public limited companies are revoked. These articles provided that a director’s appointment could be ceased if ‘by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have’.

The amended model articles (with this paragraph removed) will apply to private or public limited companies incorporating with or adopting the model articles on or after 28 April 2013.

They will not apply to companies incorporated prior to this date and there is no requirement for those companies to amend their articles; however they may wish to do so.

If a company incorporated before 28 April 2013 wishes to make sure that their articles reflect the change, they can either pass a special resolution to amend their articles or pass a special resolution to adopt the new model articles.

Any company incorporating or subsequently adopting the model articles in their entirety does not have to send a copy of them to Companies House.