[COM 46] Memorandum and articles of association46 

46

(1) A company which is incorporated under this Act, must not have a memorandum of association.

(2) A company must adopt articles of association under which the internal management of a company is governed.

(3) A company may, on registration, or by special resolution at any time following registration, adopt the Standard Form Articles of Association.

(4) A company adopts its articles of association—

• (a)on registration, if each person specified in the application for the company’s registration as a person who consents to become a member agrees in writing to the terms of—
  • (i)the Standard Form Articles of Association by stating that intention in the application for the company’s registration; or
  • (ii)a different articles of association; or
• (b)after registration, if the company passes a special resolution adopting—
  • (i)the Standard Form Articles of Association; or
  • (ii)a different articles of association.

(5) For the avoidance of doubt, the different articles of association referred to in subsection (4)(a)(ii) and (b)(ii) may take the form of clearly identified modifications to the Standard Form Articles of Association.

(6) In the case of a company limited by guarantee, company limited by shares and guarantee or unlimited liability company, the company should adopt the entire Standard Form Articles of Association with only those amendments prescribed in Schedule 2 for a company limited by guarantee, company limited by shares and guarantee or unlimited liability company.

(7) The company may modify or repeal its articles of association, or a provision of its articles of association, by special resolution.

(8) The company’s articles of association may provide that the special resolution does not have any effect unless a further requirement specified in the articles of association relating to that modification or repeal has been complied with.

(9) Unless the articles of association provide otherwise, the company may modify or repeal a further requirement described in subsection (8) only if the further requirement is itself complied with.

(10) A company must lodge with the Registrar a copy of a special resolution adopting, modifying or repealing its articles of association with the prescribed form within 14 days after the special resolution is passed.

(11) The company must also lodge with the Registrar within that period—

• (a)if the company adopts an articles of association that differs from the Standard Form Articles of Association, a copy of that articles of association; or
• (b)if the company modifies its articles of association so that it no longer conforms with the Standard Form Articles of Association, a copy of that modification.

(12) In the event of an inconsistency between this Act and the articles of association, this Act will apply.

(13) The Registrar may direct a company to lodge a consolidated copy of its articles of association with the Registrar.