20 years of the Companies Act 2006 – Model Articles vs Table A

20 May 2026 | posted in Corporate and business law

This insight is part of our Business Law newsletter | Spring 2026 series. Explore the full series at the end of this piece.

The transition from the Table A Articles under the Companies Act 1985 to the Model Articles introduced by the Companies Act 2006 marked a major modernisation of UK company law. These updates were intended to simplify governance, align Articles of Association with contemporary business practices and reduce administrative burden for private companies.

Although the Model Articles became the default Articles for new companies incorporated on or after 1 October 2009, the Model Articles do not apply automatically to existing companies with Table A Articles; companies with Table A Articles would need to formally update their Articles by adopting the Model Articles or bespoke Articles.

This insight, written for private companies limited by shares that still have Table A Articles, explores the substantial benefits of Model Articles over Table A for UK private companies, their directors and shareholders. Despite the benefits of Model Articles over Table A Articles, in many circumstances, we recommend a bespoke, tailored approach to Articles.

1. Clearer, simpler drafting reduces administrative burden

The Companies Act 2006 significantly simplified company constitutions by replacing the older, more complex Table A format with streamlined Model Articles designed to avoid archaic and legalistic language. This modern drafting approach makes internal rules easier to understand and apply.

This clarity is especially valuable for directors, reducing the likelihood of procedural mistakes that could otherwise arise under the more complex Table A regime.

2. Greater flexibility for board decision‑making

The Model Articles provide a more adaptable and practical decision‑making structure than Table A. Key advantages include:

The ability for directors to make unanimous decisions “by any means”, for example by written agreement (in hard copy or electronic form), without holding a physical meeting.
Flexibility in how directors participate in board meetings, provided all directors can communicate with each other, accommodating remote or hybrid working arrangements common in modern business.
The elimination of several rigid procedural requirements found under Table A, supporting more efficient governance for small private companies.

These changes mean directors can act more swiftly and proportionately, without being bound by outdated formalities.

3. Simplified shareholder procedures tailored for private companies

The Model Articles also modernise shareholder rights and voting procedures. For example:

Unlike Table A, the Model Articles do not require annual general meetings (AGMs), relieving private companies of a recurring administrative obligation.
They streamline meeting requirements by referring only to “general meetings”, whereas Table A distinguished between AGMs and extraordinary general meetings (EGMs).

These provisions reduce formality and expense, aligning governance processes with how most private companies operate in practice.

4. Reduced risk of disputes through clearer governance

Because the Model Articles integrate directly with current statutory provisions under the Companies Act 2006, companies adopting them face fewer inconsistencies between their Articles and current law. By contrast, companies still using Table A, rooted in 1985 legislation, may inadvertently operate under provisions that no longer align with modern corporate law, creating potential for legal misinterpretation. This can increase risk and confusion for directors, particularly where older Articles include outdated statutory references.

The Model Articles’ alignment with the 2006 Act, including their role as default Articles for companies incorporated on or after 1 October 2009, ensures stronger legal coherence and reduces the likelihood of disputes over interpretation.

5. Sole director/sole shareholder companies

For private companies that still operate under Table A and have a sole director/shareholder, it is particularly important to update their Articles. Table A does not contain clear or practical mechanisms for appointing a new director if the sole director/shareholder dies, which can leave the company temporarily unable to function, access bank accounts or take necessary corporate actions.

By contrast, the Model Articles include modernised provisions, supporting more straightforward appointment processes by personal representatives where needed. This helps ensure business continuity, reducing the risk of operational standstill. Updating to Model Articles or bespoke modern Articles provides essential protection for companies reliant on a single individual.

6. Better fit for contemporary private company structures

Table A was originally designed with both private and public companies in mind, whereas the Model Articles include tailored versions specifically for private companies limited by shares, public companies and companies limited by guarantee. This targeted approach better reflects the needs of small and owner‑managed businesses.

The arrangements in the Model Articles, such as eliminating the requirement for a company secretary, further reflect changing business practices and reduce unnecessary compliance burdens for directors.

Help from the experts

The Companies Act 2006 Model Articles offer UK private companies a modern, flexible and legally coherent framework that improves clarity, reduces administrative burden, supports efficient decision-making and helps mitigate governance risks; all substantial improvements over the older Table A Articles.

Moore SGD Law’s experienced corporate team can help companies update their Articles either by adopting Model Articles or Articles that are tailored to the company’s specific requirements. Please contact us to discuss the best solution for your situation.

This article is provided for information purposes only. It does not constitute legal advice and should not be relied on or treated as a substitute for specific advice relevant to particular circumstances.