New version of Table A from 1 October 2007

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	Untitled Document Articles of Association after 1 October 2007 Companies and advisors need to urgently review their Articles of Association to ensure that they are compliant with the new version of Table A from 1 October 2007. On 1 October 2007 the Companies (Tables A to F) (Amendment) Regulations 2007 (SI 2007/2541)(which are now available on the OPSI site) will amend Table A. Table A sets out the articles which apply to companies limited by shares by default if they fail to file articles on incorporation. It is incorporated into most company's articles. The new version of Table A will apply to companies incorporated on or after 1 October 2007, so advisers will need to ensure that their standard form M&A are modified to refer to the new Table A. A summary of the changes to the existing Table A is set out below. How does this affect existing companies? This new version of Table A will not automatically apply to existing companies. Existing companies should review their articles to check that the version of Table A which applies to them does not prevent them from benefiting from the deregulatory provisions introduced in October 2007 by the Companies Act 2006. There are 3 main points to note: a private company with 1948 Table A will be required to hold an AGM. a company which currently incorporates regulation 38 of Table A into its articles will need to give 21 days' notice of the passing of a special resolution at a general meeting instead of the 14 days required by the Act, in order to comply with its articles. a company which currently incorporates regulation 36 of Table A into its articles will continue to hold 'extraordinary' general meetings, rather than general meetings. In addition, existing articles of association may contain incorrect references to sections of the Companies Act 1985 which are repealed and replaced by the Companies Act 2006 (although most articles will contain a saving provision for this – see the definition of 'the Act' in Table A). Companies in these situations may wish to amend their articles to remove the offending provisions. If you need assistance with reviewing or updating articles of association please contact Alastair Drysdale on 0131 200 7135 or Alister Gillies on 0131 200 7124. What changes? The approach taken by the Government in updating Table A is to omit any provision which may be inconsistent with the provisions of the Companies Act 2006 ("the Act") which come into force on 1 October 2007. The key changes are: There will be two versions of Table A – one for private and one for public companies. A new definition of "the Acts" to include both the 1985 and 2006 Companies Acts. For a private company only, the deletion of regulation 36, which requires any general meeting other than an AGM to be called an "extraordinary" general meeting. As a result, new companies will hold general meetings, not EGMs, in line with the Act. The deletion from regulation 38 of the requirement for 21 days notice if a special resolution is passed, as the notice period for meetings in the Act is not dependent on the type of resolution being passed, and for private companies is set at 14 days. Regulation 53 – resolutions in writing - is deleted for both public and private companies. Only private companies will be able to pass written resolutions under the new procedure in the Act. All references to AGMs are deleted in the version for private companies, together with the director retirement by rotation provisions in regulations 73 to 75. The reference in regulation 117 to an extraordinary resolution for winding up is replaced by a special resolution. These new versions of Table A only apply to companies incorporated on or after 1 October 2007, and in October 2008 will be replaced by the new model form articles. BERR have indicated that "it is possible, although unlikely, that there will be a further amendment in April 2008 to reflect other provisions of the Companies Act 2006 brought into force at that point."

			What's New!
	7 May 2008 New Statutory Instruments published for consultation. BERR has published a set of draft Statutory Instruments, all of which will come into force on 1 October 2008, for consultation. Read more 28 March 2008 From 6 April 2008 private companies no longer need to appoint a company secretary Read more 20 March 2008 SIs for April 2008 implementation issued. Read more 17 December 2007 Fifth Commencement Order published. Read more 13 December 2007 Final commencement timetable announced. Read more

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	Summary of the key provisions of the Bill History of the Bill Jordans' seminars Legislation and links

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