In the past the constitution of a company has comprised of two documents – the Memorandum of Association and the Articles of Association.  Since the Companies Act 2006 came fully into force on 1st October 2009 the Memorandum of Association (which previously governed the relationship with the company and the outside world) is no longer part of the company's constitution and it contains limited information.

Memorandum of Association

The Memorandum of Association is now basically a statement that: the subscribers wishes to form a company under the 2006 Act; has agreed to become members (and in the case of a company that is to have a share capital, to take at least one share each).

Before 1st October 2009 the Memorandum of Association required you to state the name of the company, the type of company (such as public limited company or private company limited by shares), the location of its registered office, the objects of the company, and its authorised share capital.  Those details are now required to appear in the Articles, such as the objects clause and details of the share capital, are deemed to form part of the Articles.

Please Note: Companies incorporated prior to 1st October 2009 are not required to amend their memorandum.

Articles of Association

The Articles of Association are a requirement for the establishment of a company under UK law.  The Articles can cover a wide range of topics that will include:

• voting rights
• appointment of the Board
• meetings of the Board

The Companies Act 2006 was fully implemented on 1st October 2009 and it provided a new form of model articles of association for companies.  Under this legislation the articles of association became the single constitutional document for a UK company and subsumed the role that was fulfilled by the separate Memorandum of Association.

Companies are free to use the model articles, however a company is free to incorporate under different articles of association or to amend its articles of association provided that they meet the requirements and restrictions of the Companies Act.

The Sport and Recreation Alliance has had drawn up a sport specific set of model articles which can be downloaded below and on the pages in this section.  You can use the sport specific articles to update your own articles to make sure they are compliant with the Companies Act 2006.

Please Note: Companies formed before 1st October 2009 do not need to adopt the model articles.  However they do need to make sure that their own articles are in line with the requirements of the Companies Act 2006 and therefore organisation's may need to update their articles.

Downloads:

Memorandum & Articles of Association.pdf

Example: Memorandum and Articles of Angling Trust.

UKA Memorandum and Articles.doc

Example: Memorandum and Articles of UK Athletics.

Model Articles Presentation - Farrer & Co.PPT

Presentation delievered by Farrer & Co on how to adapt and use the sport specific model articles to update your own articles.

Model Articles and Guidance Notes for Sport organisations.PDF

Sport specific model articles created by Farrer & Co. Guidance notes attached to explain how to use the articles to update your own articles.

Model Articles for sport for editing.DOC

Sport specific model articles created by Farrer & Co in an editable form so you can copy and paste the sections you need based on the guidance notes in the other version.

Farrer&Co Model Articles Seminar Notes.pdf

Seminar Notes and Guidance on using the Model Articles provided by Farrer & Co.

Farrer&Co Model Articles FAQ Notes.PDF

FAQ Factsheet provided by Farrer & Co on the Model Articles.