Articles of association

Question 1

Under CA 2006, what is the purpose of the memorandum of a company limited by shares?

Answer 1

To state that the subscribers wish to form a company under CA 2006 and have agreed both to become members and to take at least one share each

Question 2

How many directors does a private company need to have?

Answer 2

One director - s.154(1) CA 2006 unless the company’s articles provide otherwise.

The one director must be a natural person.

Question 3

How many directors does a public company need to have?

Answer 3

A minimum of two directors - s.154 CA 2006

Question 4

What are the requirements on company secretary in a public company?

Answer 4

Must have a company secretary - s.271 CA 2006

The person appointed to that post must have the requisite knowledge and experience and hold one of the qualifications specified in s.273(2) CA 2006

Question 5

How can a company change its articles?

Answer 5

The company must obtain permission from its shareholders.

The company’s shareholders must agree to change by special resolution (s.21 (1) CA 2006)

At least 75% of the votes cast at the meeting must agree to the change

Question 6

Is a company permitted to make any change to its articles of association?

Answer 6

No. Any change made to a company’s articles must be made bona fide in the interests of the company as a whole.

Question 7

State one power or decision which is exercisable only by the members under the provisions of the CA 2006.

Answer 7

• Power to change the company’s articles (s.21 (1) CA 2006)

* power to remove a director (s. 168(1) CA 2006)

Question 8

What documentation would you need to send to Companies House on behalf of a client to incorporate a new private limited company?

Answer 8

• The company’s memorandum and articles
• The registration documents - s.9 CA 2006
• the compliance statement - s.13 CA 2006
• a fee

The articles do not need to be sent to Companies House if the MA are being used.