The Companies Act 2006 introduced a number of important changes. Many of the Act's provisions are already in force with the remainder coming into effect on 1 October 2008 and 2009. A number of these may impact on the provisions contained in articles of association. You should consider whether any amendments are required to reflect these regulatory changes.

One particular area relates to the new rules which restrict a director participating in Board decisions when his or her outside interests conflict with those of the company. The new provisions enable a board of directors to sanction conflicts provided the articles of association permit this.

In addition to obtaining shareholder consent (i.e. via a shareholder resolution) the articles of association are likely to require amendment if conflicts are to be dealt with effectively under the new regime. Any approvals or amendments to the articles of association will need to be given or made before 1 October 2008 otherwise there is a risk that existing provisions will become unworkable.