Practical implications of changes to the Companies Act

Our client – a global alternative investment firm – approached us following the final implementation of the Companies Act 2006.

With a number of new provisions having been introduced in the Act, the client was keen to update its UK companies’ constitutional documents to exploit these. In particular, the removal of the need for an AGM and the abolition of the authorised share capital requirement would permit each company to conduct its business with greater ease.

The directors and LLP members also wished to take advantage of the new provision that allows a service address to be registered on the public record, in place of personal residential addresses.

Model Articles of Association were introduced on 1st October 2009 to facilitate the inclusion of these new provisions. This gave companies who wished to update their constitution the choice of adopting them in their entirety or amending them to suit the needs of the company.

In this case, Throgmorton conducted a full review of the client companies’ constitutional documents, and tailored the Model Articles in accordance with each client companies’ individual needs. We then prepared special resolutions in accordance with the Companies Act, to adopt the new articles. The necessary documentation was filed at the Corporate Registry.

Alongside this, the firm wished to align its LLP Agreement – the Limited Liability Partnership’s governing document – with those of its corporate associates. Again, we conducted a detailed review of the Agreement to allow us to make recommendations as to the aspects of the document which could and should be amended to achieve the desired consistency.

Finally, we addressed the issue of the new service address provision, amending the contact records of all members and directors to the entities’ registered office address. Aside from the clear privacy and confidentiality benefits for directors and LLP members, making this change would facilitate better co-ordination of the receipt of all official notices. 
Company Secretariat, Throgmorton: “Changes to legislation can be a headache for business – but it can also bring clear advantages. Here at Throgmorton we help our clients’ businesses evolve and adapt to benefit from these opportunities.” 


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