Updating Articles to 2006 Companies Act

Updating Articles to 2006 Companies Act

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Existing company, formed six years ago prior to the 2006 Cos Act, is replacing its 1985 Cos Act Table A Articles of Association with the new Model Articles from the 2006 Cos Act.

I have a choice of two (unofficial) Special Resolution templates: either "Adoption of New Memorandum and Articles of Association" or "Adoption of New Articles of Association", and although I prefer the belt and braces approach of the former, the  Companies House helpline tell me I should not submit a replacement Memorandum.

My choices are:

1 Special resolution for Replacement of Articles only, and submit new Model Articles;

2 Special resolution for Replacement of both Articles and Memorandum, and submit new Model Articles; 

3 Special resolution for Repacement of both Articles and Memorandum, and submit new Model Articles and New Memorandum.

(If the latter, then Lord knows what the replacement Memorandum would say. Newly incorporated post-2009 Companies' Memorandums contain only two lines referring to the names of the subscriber[s], which is only appropriate at the time of incorporation and would be incongruous in this case because the original subscriber in 2005 was a formation agent).   

Which to use? I'm aware that since 2009 the clauses in the Company's (old) Memorandum are deemed to form part of the Company's (old) Articles; which means the old Memorandum as it stands right now is effectively devoid of its objects, limited liabiliy statement etc. Nevereless it seems risky to kill off the Memorandum altogether.

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By User deleted
20th Oct 2011 22:06

Personally ...

... I would get a company formation agent to do it, any you speak to will tell you the CA2006 model articles are deeply flawed in many areas. They will have their own model standard articles and appropriate minutes so it won't cost much and you can have peace of mind.

I use Stanley Davis, you can Google them.

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