Incorporated prior to 1 October 2009

Posted on April 15, 2010 by Ceri John

If your company was incorporated prior to 1 October 2009 then you should be asking yourself the following questions in relation to your articles of association, if you answer no to all or any of them then contact BIRR Legal Services to update your articles of association now;

Do you still wish to have your company’s objects restricted?

In your current memorandum of association your company’s objects are listed and to a degree restricted. Directors of a company can be held liable (ultra vires) should the company operate outside it’s listed objects.

Do you wish for the authorised share capital of the company to be limited and for directors to require authority to allot shares?

The new articles of association allow directors more powers to allot shares and without a designated share capital the freedom to allot more shares and raise capital. These powers also include different share classes.

Do you wish to have annual general meetings now that are not required?

If you are a small or medium sized company then you may not see the need to hold annual general meetings. Under your current articles of association you are bound to hold them but by adopting the new model articles this necessity is removed.

Do you wish to have a company secretary now that they are no longer required?

Company Secretary’s are no longer needed under the new act. Perhaps you appointed a family member as your company secretary, now you can remove them from the company and any unnecessary association. BIRR Legal Services will provide all your company secretarial needs for you whenever it is you need them.

Do you articles provide for 14 days notice of a general meeting, the use of written resolutions and electronic communications with shareholders?

Basic company convenience is provided under the new articles of association that is not found under the previous articles. When the articles of association you are using we’re drafted in the early 1980’s only 10% of company’s owned computers. Do you think it’s entirely appropriate for your company to be operating under these rules in the 21^st century?

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