The Companies Act 2006 introduced several changes to the way companies are registered and operate.
The new Act came fully into force on 1st October 2009, under the 2006 Act the role of the Memorandum of Association is greatly reduced for both existing companies and new companies. For companies incorporated before 1st October 2006 (existing companies) this means that any provisions contained in their Memorandum of Association which go beyond that limited information is now regarded as provisions of their Articles of Association. Thus, existing companies if they want to amend provisions contained in their Memorandum of Association that are currently no longer contained in the new Memorandum they have to pass a Special Resolution in order to amend their Articles or adopt new Articles altogether.
In addition, the Companies Act 2006 introduced new Model Articles. The Model Articles apply to private and public companies incorporated on or after 1 October 2009. The Model Articles do 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 Model Articles.
This Special Resolution - Adopt New Articles of Association template is to be used by companies wishing to change their Articles of Association and adopt new Articles.
Please note that a copy of the Resolution must be delivered to Companies House within 15 days of it being passed. Also, a copy of the new Articles must be attached to the Resolution, it is an offence not to do so under section 34 of the Companies Act 2006.