The directors & right

With the aid of this information the draftsman should have no difficulty in preparing drafts based on precedents from his own experience; reference books and the Tables. Moreover, most law stationers have their own standard forms set up in print, adaptation of which will reduce printing charges. The main question for consideration is the extent to which Table A is to be adopted.

The option of not registering any articles, which is permissible when the company is limited by shares, is rarely chosen because most such companies on initial registration will be private ones and the incorporators will wish to include the sort of restrictions on freedom to transfer shares which were a pre-condition for qualifying as a private company prior to the Companies Act 1980. the restrictions in Table A are limited to giving the directors a right to refuse to register a transfer when the shares are partly paid or the company has a lien upon them.

When the incorporation is a partnership or family business what will be wanted is an absolute discretion to reject transfers and, probably, provisions requiring the shares to be offered to the existing shareholders if a member wishes to sell. A common practice is to register articles which substitute alternative provisions for certain Table A provisions but adopt the rest. This reduces the length of the document and the printing costs.

But if this is done, care should be taken to specify exactly which provisions of Table A are excluded and not leave this to implication by some such formula as "Table A shall apply except in so far as it is varied by or inconsistent with the following provisions"-a formula which inevitably leads to trouble. Unless economy is a serious consideration, however, it is far better to exclude Table A completely and to have self-contained articles, even if, as will almost certainly be the case, these in most respect merely duplicate the provisions of the Table.

By so doing, the company's officer will not be faced with the task of extracting its regulations from two separate documents, one of which, Table A, may become progressively less accessible-for it will be appreciated that it is the Table extant at the time of incorporation which continues to govern. Adoption of Table A is therefore often a false economy, particularly as the larger firms of company solicitors have their own standard forms which are kept in print by their stationers, thus minimizing the costs to their clients.

In case of a company whose memorandum states that its registration office is to be in Wales it is now permissible for the memorandum and articles (and other documents that have to be delivered for registration) to be in Welsh, but they have to be accompanied by certified English translations when delivered for registration or be translated into English by the Registrar. The distinction between the memorandum and the articles of association has already been dealt with. The effect of the two documents as between the members and the company will be considered later.