Monday 12 December 2016

UK: England and Wales: the status of articles of association

The ICLR has provided a summary of the recent High Court decision Gunewardena v Conran Holdings Ltd [2016] EWHC 2983 (Ch), an important and interesting case on the status of articles of association and the significance (or otherwise) of registration: see here. To quote from the summary:
There was nothing in the statutory scheme in the Companies Act 1985, as amended, which vested articles provided to the registrar with the special quality of being the real articles for all purposes. If members resolved, on an amendment by special resolution, the articles, as amended, would become the new contract and the new articles and would essentially take effect as such immediately. Their status as articles did not depend on registration ... the actual sending of the documents to the Registrar of Companies, and their appearance thereafter on the register of the company, did not have the magical effect of making the relevant form the articles of the company if that form of articles did not accurately record the proper effect of special resolutions that had been passed".

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