CHAPTER 1V

ARTICLES OF ASSOCIATION

Table A.

WITH the memorandum, there may, in the case of a com-
pany limited by shares, and there must in the case of a
company limited by guarantee or unlimited, be registered
articles of association, signed by the subscribers and pre-
scribing regulations for the company (s. 6). The articles of a
company limited by guarantee or of an unlimited company
are required by the Act to contain certain provisions as to the
capital or number of members (s. 7 and supra pp. 10 and II).

In the case of a company limited by shares, registered on
or after November 1, 1929, if no articles are registered, the
regulations contained in Table A, in the first schedule to the
Companies Act, 1929, are, so far as they are applicable, the
regulations of the company. Many existing companies have
as articles, Table A of 1908 or some modified form of an
earlier version of Table A.

Table A is a model set of articles, which can be adopted,
modified or rejected, as the company or its promoters may
please. It has been held that, the original Table A being
part of the Companies Act, 1862, placed there by the legis-
lature, no transaction which conforms to its provisions can be
ultra vires [see Lock v. Queensland Mortgage Co. (1890),
A.C. 461]. The same principle must apply to the revised
Table A of 1906, the Table A of 1908, and the present Table A.
The regulations contained in Table A (as well as any other
articles) can be altered by a special resolution passed by the
company (s. 10). Table A may be altered by the Board of
Trade from time to time, but any alterations so made will
not affect any company registered before the date of such
alteration (s. 379).

Table A, however, does not suit the requirements of all
companies. Large companies continue to have special
articles of their own, and exclude Table A entirely; small
companies may adopt Table A with or without modification;
but generally speaking it is more convenient for a company to
have articles of its own, and the additional expense is small.

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