• CHAPTER 2 CHAPTER 2 ARTICLES OF ASSOCIATION

    • General

      • 16. Articles of association

        (1) A company must have articles of association prescribing regulations for the company.
        (2) Unless it is a company to which model articles apply by virtue of section 18 (default application of model articles), it must register articles of association.
        (3) Articles of association registered by a company must—
        (a) be contained in a single document, and
        (b) be divided into paragraphs numbered consecutively.
        (4) References in these Regulations to a company's "articles" are to its articles of association.

      • 17. Power of Board to prescribe model articles

        (1) The Board may make rules prescribing model articles of association for companies.
        (2) Different model articles may be prescribed for different descriptions of company.
        (3) A company may adopt all or any of the provisions of model articles.
        (4) Any amendment of model articles by rules made under this section does not affect a company registered before the amendment takes effect.

        "Amendment" here includes addition, alteration or repeal.

      • 18. Default application of model articles

        (1) On the formation of a limited company—
        (a) if articles are not registered, or
        (b) if articles are registered, in so far as they do not exclude or modify the relevant model articles,
        the relevant model articles (so far as applicable) form part of the company's articles in the same manner and to the same extent as if articles in the form of those articles had been duly registered.
        (2) The "relevant model articles" means the model articles prescribed for a company of that description as in force at the date on which the company is registered.

    • Alteration of articles

      • 19. Amendment of articles

        A company may amend its articles by special resolution.

      • 20. Entrenched provisions of the articles

        (1) A company's articles may contain provision ("provision for entrenchment") to the effect that specified provisions of the articles may be amended or repealed only if conditions are met, or procedures are complied with, that are more restrictive than those applicable in the case of a special resolution.
        (2) Provision for entrenchment may only be made—
        (a) in the company's articles on formation, or
        (b) by an amendment of the company's articles agreed to by all the members of the company.
        (3) Provision for entrenchment does not prevent amendment of the company's articles—
        (a) by agreement of all the members of the company, or
        (b) by order of a Court or other authority having power to alter the company's articles.
        (4) Nothing in this section affects any power of a Court or other authority to alter a company's articles.

      • 21. Notice to Registrar of existence of restriction on amendment of articles

        (1) Where a company's articles—
        (a) on formation contain provision for entrenchment,
        (b) are amended so as to include such provision, or
        (c) are altered by order of a Court or other authority so as to restrict or exclude the power of the company to amend its articles,
        the company must give notice of that fact to the Registrar.
        (2) Where a company's articles—
        (a) are amended so as to remove provision for entrenchment, or
        (b) are altered by order of a Court or other authority—
        (i) so as to remove such provision, or
        (ii) so as to remove any other restriction on, or any exclusion of, the power of the company to amend its articles,
        the company must give notice of that fact to the Registrar.

      • 22. Statement of compliance where amendment of articles restricted

        (1) This section applies where a company's articles are subject—
        (a) to provision for entrenchment, or
        (b) to an order of a Court or other authority restricting or excluding the company's power to amend the articles.
        (2) If the company—
        (a) amends its articles, and
        (b) is required to send to the Registrar a document making or evidencing the amendment,
        the company must deliver with that document a statement of compliance.
        (3) The statement of compliance required is a statement certifying that the amendment has been made in accordance with the company's articles and, where relevant, any applicable order of a Court or other authority.
        (4) The Registrar may rely on the statement of compliance as sufficient evidence of the matters stated in it.

      • 23. Effect of alteration of articles on company's members

        (1) A member of a company is not bound by an alteration to its articles after the date on which he became a member, if and so far as the alteration—
        (a) requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or
        (b) in any way increases his liability as at that date to contribute to the company's share capital or otherwise to pay money to the company.
        (2) Subsection (1) does not apply in a case where the member agrees in writing, either before or after the alteration is made, to be bound by the alteration.

      • 24. Registrar to be sent copy of amended articles

        (1) Where a company amends its articles it must send to the Registrar a copy of the articles as amended not later than 14 days after the amendment takes effect.
        (2) This section does not require a company to set out in its articles any provisions of model articles that—
        (a) are applied by the articles, or
        (b) apply by virtue of section 18 (default application of model articles).
        (3) If a company fails to comply with this section a contravention of these Regulations is committed by—
        (a) the company, and
        (b) every officer of the company who is in default.
        (4) A person who commits the contravention referred to in subsection (3) is liable for a level 2 fine.

      • 25. Registrar's notice to comply in case of failure with respect to amended articles

        (1) If it appears to the Registrar that a company has failed to comply with any requirement under these Regulations requiring it—
        (a) to send to the Registrar a document making or evidencing an alteration in the company's articles, or
        (b) to send to the Registrar a copy of the company's articles as amended,
        the Registrar may give notice to the company requiring it to comply.
        (2) The notice must—
        (a) state the date on which it is issued, and
        (b) require the company to comply within 28 days from that date.
        (3) If the company does not comply with the notice within the specified time, it is liable to a level 1 fine.