Companies Act 2014 section 60

Preparation, registration, etc. of new constitution by directors

Section 60 imposes a duty on the directors of an existing private company to prepare and register a new constitution where the members have not already adopted one and the company is not re-registering as a different company type.

• Directors of existing private companies must prepare a new-form constitution, distribute it to all members, and file it with the Registrar before the end of the transition period, unless the company has already adopted a new constitution or is converting to a different company type
• The new constitution must be assembled from the company's existing memorandum (excluding objects clauses and provisions about altering the memorandum or articles) and its existing articles, and must comply with the requirements regarding company name
• Where a company has no registered articles and relies on Table A regulations, the new constitution must state this, and those Table A regulations continue in force despite the repeal of the Companies Act 1963, subject to any mandatory provisions of the 2014 Act
• Once the constitution is registered, the company formally becomes a private company limited by shares under the Companies Act 2014, and the Registrar issues a new certificate of incorporation confirming this status

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