Table A articles for older companies

Q: Do the old provisions still work under the 2006 Act?

Mostly yes, with statutory overrides: Written resolutions. Section 300 makes void any provision of a private company's articles that would stop a resolution being passed as a written resolution. A Table A company can therefore use the statutory majority procedure; see written resolutions. Casting vote at general meetings. Paragraph 23A of Schedule 3 to SI 2007/2194 preserves a chairman's casting vote on ordinary resolutions where the articles contained one immediately before 1 October 2007. A company formed before that date keeps regulation 50 unless it has been removed; see the chair's casting vote. Notice periods. Section 307(3) allows articles to require longer notice than the statutory minimum, so a 21 clear day requirement in regulation 38 can still bind until the articles change. Annual general meetings. Paragraph 32 of Schedule 3 to SI 2007/2194 keeps any provision that expressly requires a private company to hold an AGM. A provision that directors retire at an AGM is not, on its own, an express requirement, and a company that had an elective resolution dispensing with AGMs in force immediately before 1 October 2007 is not treated as having one. See do private companies need an AGM and retirement by rotation.

Q: How does this work in practice?

Illustration only. Rowan Ltd was incorporated in 2004 with articles adopting the 1985 Table A, excluding regulation 64 and stating that the company may have one director. It has two shareholders and one director. A buyer for 30% of the shares asks for a director's seat and a right to block transfers. Because regulation 24 only lets the board refuse partly paid shares, the existing shareholders cannot rely on the board to block an unwanted transfer of fully paid shares. The memorandum caps authorised capital at 1,000 shares, all issued, so an ordinary resolution is needed before new shares can be allotted. Regulation 79 would make a board appointee hold office only until the next AGM, which the company does not hold. The shareholders pass a special resolution adopting new articles based on the model articles with transfer restrictions, and file the resolution and new articles within 15 days.

Q: What mistakes come up most often?

Reading the current model articles. They do not apply to a company formed before 1 October 2009 unless adopted. Reading the amended Table A online. Legislation websites show the 2007 amendments; a company formed earlier has the unamended text. Ignoring the old memorandum. Objects and authorised capital provisions are now part of the articles under section 28 and the 2009 transitional rules. Assuming a sole director can act alone. Regulation 64 requires two directors unless an ordinary resolution or the articles say otherwise. Short notice on special resolutions. Regulation 38's 21 clear days may still apply to meetings. Company directors can protect the business against the cost of an HMRC check with tax investigation insurance, which pays up to £100,000 of accountant's fees with Solar Protect. Read how our cover works or get a quote.

A company limited by shares registered before 1 October 2009 that adopted Table A, or registered no articles of its own, is still governed by the version of Table A in force on the day it was incorporated. The Companies Act 2006 did not swap those companies onto the model articles, and later changes to Table A do not reach companies already registered. The 1985 Table A differs from today’s model articles on the number of directors, share transfers, retirement by rotation, written resolutions and notice of meetings.

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Why does an older company still have Table A?

Companies House guidance explains that a company limited by shares formed under the Companies Act 1985 or earlier legislation did not need to file articles if it used Table A. To see the rules that govern such a company you look at the version of Table A in force at its date of incorporation; later versions do not affect a company registered before they took effect.

The model articles under the Companies (Model Articles) Regulations 2008 apply by default only on the formation of a company under the 2006 Act. Section 20 applies “the model articles prescribed for a company of that description as in force at the date on which the company is registered”. Companies House confirms that the older model articles apply to companies incorporated between 1 October 2009 and 27 April 2013, and the current version to companies incorporated on or after 28 April 2013. A company formed earlier therefore keeps its Table A until its members adopt new articles.

The old memorandum also still counts. Section 28 treats provisions that were in it, other than those a new style memorandum contains, as provisions of the articles. That brings in any objects clause (see does a company need an objects clause), and a statement of authorised share capital is separately preserved as a cap on allotments (below).

Which version of Table A applies?

Companies House publishes each historic version. The ones most often met in practice are:

Incorporated	Version of Table A
1 July 1948 to 30 June 1985	Companies Act 1948 Table A, as amended from time to time before incorporation
1 July 1985 to 30 September 2007	Companies (Tables A to F) Regulations 1985, as amended on 1 August 1985 and 22 December 2000
1 October 2007 to 30 September 2009	The 1985 Table A as amended by two sets of 2007 regulations

The explanatory notes to the Companies (Tables A to F) (Amendment) Regulations 2007 (SI 2007/2541) and the (No. 2) Regulations (SI 2007/2826) state that they apply to a company registered on or after 1 October 2007 which adopts Table A. A company formed in, say, 2003 therefore has the unamended 1985 text, which still refers to extraordinary general meetings and annual general meetings.

Most Table A companies registered short articles that adopt Table A “save as excluded or modified”, so the working constitution is Table A plus those amendments, read together.

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How does the 1985 Table A differ from the model articles?

The comparison below is between the unamended 1985 Table A and Schedule 1 to the 2008 model articles for private companies limited by shares.

Topic	1985 Table A	Model articles
Management	Regulation 70: directors manage, subject to directions given by special resolution	Articles 3 and 4: same principle
Minimum directors	Regulation 64: at least two, unless otherwise determined by ordinary resolution	No minimum; article 7(2) lets a sole director decide alone
Board quorum	Regulation 89: two unless the directors fix another number	Article 11: two unless fixed otherwise, never less than two
Share transfers	Regulation 24: directors may refuse only partly paid shares to a person they do not approve, shares subject to a lien, or on procedural grounds	Article 26(5): directors may refuse to register any transfer
Rotation	Regulations 73 to 80: all directors retire at the first AGM, then one third at each AGM	No rotation for private companies
Casting vote at general meetings	Regulation 50: chairman has a casting vote	None
Written resolutions	Regulation 53: signed by every member entitled to vote	Statutory procedure in sections 288 onwards
Notice of meetings	Regulation 38: 21 clear days for an AGM or a meeting to pass a special resolution or appoint a director; 14 clear days otherwise	Section 307(1): at least 14 days

Several provisions are close to identical. Regulation 88 and model article 13 both give the chair of the board a casting vote. Regulation 94 and model article 14 both stop an interested director voting, and both can be relaxed by ordinary resolution (regulation 96 and article 14(3)(a)). Final dividends are declared by ordinary resolution capped at the directors’ recommendation under both regulation 102 and article 30.

Do the old provisions still work under the 2006 Act?

Mostly yes, with statutory overrides:

Written resolutions. Section 300 makes void any provision of a private company’s articles that would stop a resolution being passed as a written resolution. A Table A company can therefore use the statutory majority procedure; see written resolutions.
Casting vote at general meetings. Paragraph 23A of Schedule 3 to SI 2007/2194 preserves a chairman’s casting vote on ordinary resolutions where the articles contained one immediately before 1 October 2007. A company formed before that date keeps regulation 50 unless it has been removed; see the chair’s casting vote.
Notice periods. Section 307(3) allows articles to require longer notice than the statutory minimum, so a 21 clear day requirement in regulation 38 can still bind until the articles change.
Annual general meetings. Paragraph 32 of Schedule 3 to SI 2007/2194 keeps any provision that expressly requires a private company to hold an AGM. A provision that directors retire at an AGM is not, on its own, an express requirement, and a company that had an elective resolution dispensing with AGMs in force immediately before 1 October 2007 is not treated as having one. See do private companies need an AGM and retirement by rotation.

What about authorised share capital and conflict authorisations?

A limit on authorised share capital in the memorandum immediately before 1 October 2009 is treated from that date as a provision of the articles setting the maximum amount of shares that may be allotted. It can be amended or revoked by ordinary resolution (SI 2008/2860, Schedule 2, paragraph 42), and that resolution must be filed under the constitutional resolution rules. Directors who allot beyond the cap without removing it are acting outside the articles.

Section 175(5)(a) lets the directors of a private company authorise a director’s conflict of interest. For a company incorporated before 1 October 2008, that power applies only where the members have resolved that authorisation may be given in that way (SI 2007/3495, Schedule 4, paragraph 47). A Table A company that has never passed that resolution cannot rely on board authorisation of a conflict; see directors’ conflicts of interest.

Should an older company adopt new articles?

Articles are changed by special resolution under section 21. The company must send Companies House a copy of the resolution within 15 days (section 30) and a copy of the amended articles within 15 days after the amendment takes effect (section 26). A common approach is to adopt the current model articles with tailored additions, which removes rotation, the authorised capital cap and any objects restriction in one step. The procedure is set out in amending articles of association.

How does this work in practice?

Illustration only. Rowan Ltd was incorporated in 2004 with articles adopting the 1985 Table A, excluding regulation 64 and stating that the company may have one director. It has two shareholders and one director. A buyer for 30% of the shares asks for a director’s seat and a right to block transfers.

Because regulation 24 only lets the board refuse partly paid shares, the existing shareholders cannot rely on the board to block an unwanted transfer of fully paid shares.
The memorandum caps authorised capital at 1,000 shares, all issued, so an ordinary resolution is needed before new shares can be allotted.
Regulation 79 would make a board appointee hold office only until the next AGM, which the company does not hold.

The shareholders pass a special resolution adopting new articles based on the model articles with transfer restrictions, and file the resolution and new articles within 15 days.

What mistakes come up most often?

Reading the current model articles. They do not apply to a company formed before 1 October 2009 unless adopted.
Reading the amended Table A online. Legislation websites show the 2007 amendments; a company formed earlier has the unamended text.
Ignoring the old memorandum. Objects and authorised capital provisions are now part of the articles under section 28 and the 2009 transitional rules.
Assuming a sole director can act alone. Regulation 64 requires two directors unless an ordinary resolution or the articles say otherwise.
Short notice on special resolutions. Regulation 38’s 21 clear days may still apply to meetings.

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Sources

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 24 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.