Table A

Last updated

Table A in UK company law is the old name for the Model Articles or default form of articles of association for companies limited by shares incorporated either in England and Wales or in Scotland before 1 October 2009 where the incorporators do not explicitly choose to use a modified form. Table A was first introduced by the Joint Stock Companies Act 1856 (as 'Table B'), and then under its current name of 'Table A' by the Companies Act 1862.

The existing form of Table A was introduced in 1985 by the subsidiary legislation [1] passed under the Companies Act 1985, although it has been updated on several occasions since its introduction.

Although Table A is the most frequently referred to, relating to generic companies limited by shares (the most common form), there are also pro forma constitutional documents for companies limited by guarantee without a share capital (Table C) and unlimited liability companies with a share capital (Table E).

One advantage of having standard form constitutional documents for the bulk of companies formed within a jurisdiction is that a substantial body of case law has arisen in relation to the forms, which assists legal practitioners when preparing more bespoke forms of constitutional documents for businesses.

Table A has been replaced for new companies by the simplified and modernised Companies Act 2006 Model Articles which came into force on 1 October 2009. However, it still remains valid for Companies incorporated under the Companies Act 1985 in the form it existed at the time of incorporation of the company. For example, Article 50 regarding the Chairman's casting vote was removed from Table A in 2007. [2] However, if this right existed in a Company's articles due to incorporation before this date it remains valid. [3]

Related Research Articles

A constitutional amendment is a modification of the constitution of a polity, organization or other type of entity. Amendments are often interwoven into the relevant sections of an existing constitution, directly altering the text. Conversely, they can be appended to the constitution as supplemental additions, thus changing the frame of government without altering the existing text of the document.

Constitution of Singapore Supreme law of Singapore

The Constitution of the Republic of Singapore is the supreme law of Singapore. A written constitution, the text which took effect on 9 August 1965 is derived from the Constitution of the State of Singapore 1963, provisions of the Federal Constitution of Malaysia made applicable to Singapore by the Republic of Singapore Independence Act 1965, and the Republic of Singapore Independence Act itself. The text of the Constitution is one of the legally binding sources of constitutional law in Singapore, the others being judicial interpretations of the Constitution, and certain other statutes. Non-binding sources are influences on constitutional law such as soft law, constitutional conventions, and public international law.

The memorandum of association of a company is an important corporate document in certain jurisdictions. It is often simply referred to as the memorandum. In the UK, it has to be filed with the Registrar of Companies during the process of incorporating a company. It is the document that regulates the company's external affairs, and complements the articles of association which cover the company's internal constitution. It contains the fundamental conditions under which the company is allowed to operate. Until recently it had to include the "objects clause" which let the shareholders, creditors and those dealing with the company know what is its permitted range of operation, although this was usually drafted very broadly. It also shows the company's initial capital. It is one of the documents required to incorporate a company in India, the United Kingdom, Ireland, Canada, Nigeria, Nepal, Bangladesh, Pakistan, Afghanistan, Sri Lanka, and Tanzania and is also used in many of the common law jurisdictions of the Commonwealth.

Companies Act 2006 British statute

The Companies Act 2006 is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law.

Legal Services Act 2007 United Kingdom legislation

The Legal Services Act 2007 is an Act of the Parliament of the United Kingdom that seeks to liberalise and regulate the market for legal services in England and Wales, to encourage more competition and to provide a new route for consumer complaints. It also makes provisions about the Legal Profession and Legal Aid (Scotland) Act 2007.

The Tribunals, Courts and Enforcement Act 2007 is an Act of the Parliament of the United Kingdom. It provides for several diverse matters relating to the law, some of them being significant changes to the structure of the courts and fundamental legal procedures. Part 1 provides a scheme for radical overhaul of the tribunal system in the UK, creating a new unified structure with two new tribunals to embrace the former fragmented scheme, along with a Senior President of Tribunals. Part 2 defines new criteria for appointment as a judge, generally reducing the length of experience required with the aim of increasing diversity in the judiciary. Part 3 creates a new system of taking control of goods in order to enforce judgments and abolishes ancient common law writs and remedies such as fieri facias, replevin and distress for rent. It introduces a modern system of 'certified enforcement agents' and 'exempted enforcement agents' which includes civil servants such as court officers and County Court bailiffs, civilian enforcement officers and police officers. Part 4 makes some changes to attachment of earnings and charging orders to make recovery of debts more straightforward. Part 5 makes some changes to insolvency practice in order to provide low-cost protection for people who have previously been excluded owing to their small debts and lack of assets. Part 6 provides protection from seizure for foreign antiquities and artefacts on display in the UK and whose provenance is alleged to be broken by misappropriation. Such artefacts can only be seized on a court order that was compelled by a Community obligation or a treaty obligation.

The Companies Regulations 2008 are the default company constitution for limited companies under UK company law. The Model Articles will apply to a limited company if it does not register its own articles or, if it does register them, they will apply to the extent that they are not modified by the Articles of the company.

Amending the Constitution of India is the process of making changes to the nation's fundamental law or supreme law. The procedure of amendment in the constitution is laid down in Part XX of the Constitution of India. This procedure ensures the sanctity of the Constitution of India and keeps a check on arbitrary power of the Parliament of India.

The term "Crown servant" is used to denote a "person employed by the Crown". Although the term is not consistently defined, generally speaking the term encompasses all executive officials and their staffs, civil servants, police, judicial officials, and members of the armed forces. While the term is used in other Commonwealth countries such as Canada, it has the most predominant use and is the most well-defined with the United Kingdom.

The Commons Act 2006 is an Act of the Parliament of the United Kingdom. It implements recommendations contained in the Common Land Policy Statement 2002.

The Employment Relations Act 2004 is an Act of the Parliament of the United Kingdom which amended UK law regarding trade union membership and industrial action. The Act also enabled the UK government to make funds available to trade unions and federations of trade unions to modernise their operations.

The Water Act 2003 is an Act of the Parliament of the United Kingdom.

British Virgin Islands company law

British Virgin Islands company law is primarily codified in the BVI Business Companies Act, 2004, and to a lesser extent by the Insolvency Act, 2003 and the Securities and Investment Business Act, 2010. The British Virgin Islands has approximately 30 registered companies per head of population, which is probably the highest ratio of any country in the world. Annual company registration fees provide a significant part of Government revenue in the British Virgin Islands, which accounts for the comparative lack of other taxation. Accordingly, company law forms a much more prominent part of the law of the British Virgin Islands than might otherwise be expected.

Anguillan company law is primarily codified in three principal statutes:

  1. the International Business Companies Act ;
  2. the Companies Act ; and
  3. the Limited Liability Companies Act.

References

  1. The Companies (Tables A to F) Regulations 1985, SI 1985/805, the Companies (Tables A to F) (Amendment) Regulations 1985, SI 1985/1052, and The Companies (Tables A to F) (Amendment) (No. 2) Regulations 2007; they have also been amended ad hoc by other subsidiary legislation from time to time, for example under The Companies Act 1985 (Electronic Communications) Order 2000, SI 2000/3373.
  2. Companies (Tables A to F) (Amendment) (No. 2) Regulations 2007/2826
  3. Sch 3 para 23A Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007/2194 (see sch 5 para 2(5) Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007/3495)