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Companies Act 2006 ? impact on company?s constitutional documents

The Constitution
by Ewan-M

From 1 October 2009 companies should be anticipating significant changes to their administration and management as new provisions contained in the Companies Act 2006 come into force. One of the areas which will require a professional review and possible amendments is the company’s Memorandum and Articles of Association. This article explains the main alterations and steps which need to be taken to comply with the 2006 Act in respect of the Memorandum and Articles.

The Memorandum and Articles of Association

The Memorandum states the company’s name, registered office address, its objects (which define the company’s power and scope of activities), authorised capital, and members’ liability. As companies can act only within the scope of their objects, defining the objects should be well-thought-out.

The Articles of Association are a company’s internal rulebook. They are chosen by the company’s members and outline their responsibilities, powers, share options and other provisions critical for running the business as efficiently as possible. It is a form of a contract between the company and its members, and between each of the members, which is legally binding on the company and all of its members.

Members can decide which rules to include in their company’s Articles, provided that the rules are not unlawful, for example are not discriminatory. It is recommended to take professional advice when drafting this document.


New rules and their implications on the constitutional documents

The Companies Act 2006 imposes new obligations on all limited companies, regardless of when they were incorporated. Apart from the Memorandum and Articles of Association, companies limited by shares will also be required to have a Statement of Capital and Shareholdings (which can be incorporated into the new Articles), whereas companies limited by guarantee will need to have a Statement of Guarantee.

Companies incorporated on or after 1 October 2009 will adopt a new and simpler than previously required style of Memorandum. The new businesses will be able to decide whether to list objects for the company or leave them unrestricted. As information on capital and shareholdings will no longer be part of the Memorandum, the newly incorporated companies will be required to file the appropriate Statement containing this information with Companies House on registration. The Statement will become part of the Articles. Directors will have to remember to file updated Statements with the Registrar as necessary.

Changes to the existing documents

Directors and members of companies registered under the Companies Act 1985 or previous Companies Acts can choose whether or not they want to make changes to their constitutional documents following the introduction of the new rules. The parts of the Memorandum which are additional to the Statement of Capital and Shareholdings will automatically become part of the company’s Articles of Association.

However, if there are changes to the current Articles on or after 1 October 2009 or amendments approved at a general meeting and agreed take effect on or after that date, the relevant parts of the ‘old-style’ Memorandum and objects will have to be included too when filing the new Articles, unless they are also amended.

Changes to the share capital after 1 October 2009 should be reported in the new Statement of Capital.


The Companies Act 2006 brings major changes to the way the company’s constitutional documents are composed. Those who are not sure what steps their company should take to comply with the new regulations are recommended to seek advice from government organisations or specialist firms.

Copyright London Registrars plc.

London Registrars is a firm of company secretaries, accountants and paralegals, offering a comprehensive range of business services since 1999. As a UKAS accredited firm London Registrars ensures that their bespoke solutions and legal advice are offered to the highest ISO 9001:2000 standards. Their wide range of services is designed to provide back office compliance and governance support at every organisational level. Their professional and approachable manner allows their clients to concentrate on running their businesses and benefit from London Registrars’ expertise.

Article from articlesbase.com

SLO County Sheriff’s deputies illegally search the home of Matt Hart and openly discuss how they will get away with it. To date, Matt Hart has not recieved all of his firearms back from the department, including one that the deputies expressed interest in owning. This cannot be swept under the rug. Help spread this around to help gain attention so Mr. Hart can push his lawsuit against this blatant violation of his civil rights by those deputies. We cannot allow these people to shred the Constitution just because they feel like it. Original video posted with permission from www.kccn.tv and Daniel Blackburn. Thank you again Mr. Blackburn.
Video Rating: 4 / 5

Related The Constitution Articles

A Temporary Restraining Order (TRO) isued to block implementation of the International Marriage Broker Regulation Act (IMBRA) — European Connections & Tours, Inc. vs. Gonzalez, et al., No. 1:06-cv-00426-CC, U.S.D.C., N.D. Ga. (Temporary Restraining Order, March 07, 2006, Cooper, D.J.)

Crestview, FL (PRWEB) March 10, 2006

Citizens Against Dating Discrimination (CADD), U.S. international online dating Webmasters.

United States District Judge Clarence Cooper out of the Northern District of Georgia Atlanta Division issued the TRO on March 7, 2006, barring the government from enforcing the International Marriage Broker Act of 2005 against European Connections & Tours Inc. A Preliminary Injunction Hearing in this matter is now scheduled for March 20, 2006. (European Connections & Tours, Inc. vs. Gonzalez, et al., No. 1:06-cv-00426-CC, U.S.D.C., N.D. Ga.)

CADD’s stance is that IMBRA fails to protect immigrant women from abuse and also violates American men’s privacy rights in the process.

As one CADD member said:

“This law requires international dating webmasters to be policemen and collect background information on male members. The law requires this background information to be forwarded to any lady a male wants to meet at the introduction stage without regard to his privacy. Without the gentleman getting to know the lady,this information could be used as leverage by an unethical lady for financial gain and U.S. law has no jurisdiction in her country to stop her from spreading his personal information throughout the internet.”

CADD maintains that it is not fair for giant sites like Match.com to be exempt from doing background checks. Members of CADD are appalled at the law’s hypocrisy for protecting immigrant women from abuse by exempting larger corporate sites like Match.com and other similar corporate dating sites from having to abide by the law’s guidelines.

One CADD member said that we have asked the following question of feminist, politicians, and other supporters of IMBRA and yet to get an adequate answer:

“If the intent of IMBRA is to protect immigrant women from abuse, why exempt larger corporate sites with their huge male membership base of U.S. men interested in meeting immigrant women?”

Further elaboration by the same CADD member said:

“Immigrant women are just as likely to meet an abusive male on one of these larger exempted sites and maybe even more so since they have a larger male membership base than many of the smaller international sites combined”

In CADD’s research they found that Federal judges don’t often issue a TRO barring the enforcement of a federal law. CADD believes the court has shown a substantial likelihood of prevailing in this case on the merits of IMBRA being unconstitutional, unfair business practice, an invasion of male’s privacy and does not offer substantial proof that the law’s intent to protect immigrant women from abuse has merit without prejudice and equality under the law.

As one CADD member said:

“We have been working night and day to save our mom and pop websites. But, more importantly, to preserve our freedoms, liberties and the right to date whom we want without concerns that our personal information will be used as public record by citizens from other countries. It’s a tough law to fight because of popular buzz words like human trafficking, but we ask the politicians and lawmakers to look beyond the buzz words. Instead, look at the law’s prejudice and unjust implications to U.S. male citizens while at the same time it imposes stiff requirements on smaller international sites and exempts larger corporate sites with their huge male membership base.”

CADD’s other Public Release addressed many of our concerns about this law and even addressed a common sense solution at: http://www.prweb.com/releases/2006/3/prweb354100.htm CADD believes that once lawmakers read the law (it was passed on a simple undemocratic “voice vote” in the House and a “unanimous consent” vote by the Senate) it will be repealed and replaced with common sense legislation.

CADD believes that IMBRA cannot survive serious legal challenges or media scrutiny. As stated on page 9 of the certified statement by European Connections:

“The number of foreign women profiled who are listed on websites exempted by law such as Match.com, Yahoosingle.com and Friendfinder.com dwarf the total number of profiles listed by International Marriage Brokers worldwide. For example, I have performed a search at Friendfinder.com. I found 354,166 foreign and 553,976 women listed on their site. None of these women, whether foreign or national, are protected by the act.”

CADD believes the government should repeal IMBRA now, work on common sense laws to protect U.S. male’s privacy and provide practical solutions to protecting immigrant women from abuse without causing undo hardship to smaller international dating sites in favor of exempting larger sites from the same requirements. Until such time, CADD and its members will work hard to raise awareness about these issues.


The following links are to documents issued by U.S. District Court for the Northern District of Georgia

Certified Court Statement by European Connections: http://www.online-dating-rights.com/pdf/ConBrief.pdf

Brief by Lawyer for European Connections: http://www.online-dating-rights.com/pdf/ConBrief.pdf

TRO issued by the court: http://www.online-dating-rights.com/pdf/TRO.pdf

You can read IMBRA 2005 here: http://www.online-dating-rights.com/pdf/IMBRA2005.pdf

The following website is a place to discuss our online dating rights: http://www.online-dating-rights.com