Explanatory note

These Regulations amend the Commonhold Regulations 2004 (SI 2004/1829) (“the 2004 Regulations”) in consequence of the coming into force on 1st October 2009 of the company law provisions of the Companies Act 2006 (“the 2006 Act”), which consolidates and amends general company law, and of the consequential amendments prospectively made to Part 1 (Commonhold) of the Commonhold and Leasehold Reform Act 2002 (“the 2002 Act”) by the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (SI 2009/1941). Of particular relevance to commonhold associations, which are private companies limited by guarantee, are the changed roles of the memorandum of association and of the articles of association. From 1st October 2009, the memorandum will be restricted to providing evidence of the intention of each subscriber to form a company and become a member of the company; while the company’s articles alone will contain its internal rules, including any objects.

These Regulations make consequential changes to the 2004 Regulations, for example, changing references to “memorandum” or “memorandum or articles” to “articles”; deleting Schedule 1 (Memorandum of association); and substituting new prescribed articles for commonhold associations in Schedule 2 (Articles of association of a commonhold association) which cover constitutional issues (company name; location of registered office; objects; liability of members) dealt with by the old style memorandum. The new prescribed articles also reflect other changes to general company law made by the 2006 Act. For example, the 2006 Act deals comprehensively with convening meetings, notice of meetings and directors’ interests; thus articles dealing with these topics have been removed from the new prescribed commonhold articles. The enhanced importance for private companies of the written resolution procedure is reflected in a number of amendments to the articles. There are also minor consequential changes in relation to, for example, proxy notices, the number of directors, the company secretary, and the keeping of the commonhold association’s written records which fall within the purview of the 2006 Act.