BIS has published an FAQ to confirm that provisions of the Model Articles can be incorporated into a company’s Articles by cross-reference, even if the Model Articles in question are not the default Articles for that company.
Section 18(3) of the Companies Act 2006 requires a company’s Articles to be contained in a single document. BIS has always accepted that this provision will not prevent companies’ Articles incorporating provisions of its default Model Articles by cross-reference. For example, a new public company’s Articles could incorporate provisions of the Model Articles for public companies by cross-reference. However, BIS had previously indicated that any companies wishing to adopt provisions of a different set of Model Articles (e.g. a new private company wishing to incorporate provisions from the Model Articles for public companies) would have needed to set out the language in full in the body of their Articles.
BIS has since been convinced that this would create an unnecessary burden on companies and that they should be free to choose what form of Model Articles to adopt. The FAQs confirm that any company can incorporate provisions of any of the sets of Model Articles by cross-reference. This is the case even if the Model Articles in question are not the default Articles for that company. For example, a private company may choose to incorporate by reference certain, or even all, of the provisions of the Model Articles for public companies.
The BIS FAQ is available at
http://www.berr.gov.uk/whatwedo/businesslaw/co-act-2006/faq%20Act%202006/page38503.html.
