Augustine Clement


From 1st October 2009:

·  Registers of directors and particulars provided by directors will no longer need to state the names of other companies of which the director is or has been a director. Directors will have to disclose former names if used “for business purposes” within the previous 20 years; this could include, for example, changes of name on marriage.

· Directors’ private residential addresses will no longer appear on the public register. However, the addresses must still be provided to the Registrar of Companies. Furthermore, the company will still need to keep a register of those addresses, e.g. in case these are required by a regulatory authority. Service addresses may be given for the public register (which may be the company’s registered office). The same will apply to company secretaries. Note, however, that addresses already provided to the Registrar of Companies will not be removed from the public record; there is already a procedure whereby persons at risk of violence may be able to have their addresses removed.


·The memorandum of association of a company incorporated on or after 1st October 2009 will be simply a short statement of the desire of the subscriber(s) to be incorporated, company name, company type and initial share capital. The key constitutional document in all cases will be the articles.

· Model form articles for both private companies (limited by shares and by guarantee) and public companies have been published.

· Members will be entitled to copies of the company’s memorandum and articles free of charge. Note that existing companies will have to continue to abide by its existing memorandum (including any restricted objects) and articles, including Table A etc., unless and until duly amended. Companies whose constitutions are amended by way of a court order or by order of any competent authority (e.g. the Charity Commission in relation to charitable companies), will have to notify amendments to the Registrar.

Capacity and objects

Unless a company’s articles specifically restrict the objects of the company, its objects will be unrestricted. This will allow the company to engage in any trading activity. Note however that existing objects will remain in force to limit the activities of a company unless and until removed by appropriate members’ resolutions. The amendment will not take effect until the Registrar registers the notice of amendment required to be submitted by the company.


There is sweeping protection against criminal liability for breaches of the legislation where the only “victims” of the offence are the company or its members. Where others may potentially suffer, criminal liability will be imposed on the company. This will ensure that the compliance burden on companies is reduced.

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