The Companies Act 1985
to 1989
Private Company Limited by Shares
Regulations for management of a
company limited by shares
INTERPRETATION. In these regulations:-
"the Act" means
the Companies Act 1985 including any statutory modification or re-enactment
thereof for the time being in force.
"the articles" means the articles
of the company.
"clear days" in relation to
the period of a notice means that period excluding the day when the
notice is given or deemed to be given and the day for which it is given
or on which it is to take effect.
"executed" includes any mode
of execution.
"office" means the registered
office of the company.
"the holder" in relation to
shares means the member whose name is entered in the register of members
as the holder of the shares.
"the seal" means the common
seal of the company.
"secretary" means the secretary
of the company or any other person appointed to perform the duties
of the secretary of the company, including a joint, assistant or deputy
secretary.
"the United Kingdom" means
Great Britain and Northern Ireland.
Unless the context otherwise requires,
words or expressions contained in these regulations bear the same meaning
as in the Act but excluding any statutory modification thereof not
in force when these regulations become binding on the company.
SHARE CAPITAL.
2. Subject to the provisions of
the Act and without prejudice to any rights attached to any existing
shares, any share may be issued with such rights or restrictions as
the company may by ordinary resolution determine.
3. Subject to the provisions of the Act,
shares may be issued which are to be redeemed or are to be liable to
be redeemed at the option of the company or the holder on such terms
and in such manner as may be provided by the articles.
4. The Company may exercise the powers
of paying commissions conferred by the Act. Subject to the provision
of the Act, any such commission may be satisfied by the payment of
cash or by the allotment of fully or partly paid shares or partly in
one way and partly in the other.
5. Except as required by law, no person
shall be recognised by the company as holding any share upon any trust
and (except as otherwise provided by the articles or by law) the company
shall not be bound by or recognise any interest in any share except
an absolute right to the entirety thereof in the holder.
SHARE CERTIFICATES.
6. Every member, upon becoming the holder
of any shares, shall be entitled without payment to one certificate
for all the shares of each class held by him (and, upon transferring
a part of his holding of shares of any class, to a certificate for
the balance of such holding) or several certificates each for one or
more of his shares upon payment for every certificate after the first
of such reasonable sum as the directors may determine. Every certificate
shall be sealed with the seal and shall specify the number, class and
distinguishing numbers (if any) of the shares to which it relates and
the amount or respective amounts paid up thereon. The company shall
not be bound to issue more than one certificate for shares held jointly
by several persons and delivery of a certificate to one joint holder
shall be a sufficient delivery to all of them.
7. If a share certificate is defaced,
worn-out, lost or destroyed, it may be renewed on such terms (if any)
as to evidence and indemnity and payment of the expenses reasonably
incurred by the company in investigating evidence as the directors
may determine but otherwise free of charge, and (in the case of defacement
or wearing-out) on delivery up of the old certificate.
LIEN.
8. The company shall have a first and
paramount lien on every share (not being a fully paid share) for all
moneys (whether presently payable or not) payable at a fixed time or
called in respect of that share. The directors may at any time declare
any share to be wholly or in part exempt from the provisions of this
regulation. The company's lien on a share shall extend to any amount
payable in respect of it.
9. The company may sell in such manner
as the directors determine any shares on which the company has a lien
if a sum in respect of which the lien exists is presently payable and
is not paid within fourteen clear days after notice has been give to
the holder of the share or to the person entitled to it in consequence
of the death or bankruptcy of the holder, demanding payment and stating
that if the notice is not complied with the shares may be sold.
10. To give effect to a sale the directors
may authorise some person to execute an instrument of transfer of the
shares sold to, or in accordance with the directions of, the purchaser.
The title of the transferee to the shares shall not be affected by
any irregularity in or invalidity of the proceedings in reference to
the sale.
11. The net proceeds of the sale, after
payment of the costs, shall be applied in payment of so much of the
sum for which the lien exists as is presently payable, and any residue
shall (upon surrender to the company for cancellation of the certificate
for the shares sold and subject to a like lien for any moneys not presently
payable as existed upon the shares before the sale) be paid to the
person entitled to the shares at the date of the sale.
CALLS ON SHARES AND
FORFEITURE.
12. Subject to the terms of allotment,
the directors may make calls upon the members in respect of any moneys
unpaid on their shares (whether in respect of nominal value or premium)
and each member shall (subject to receiving at least fourteen clear
days' notice specifying when and where payment is to be made) pay to
the company as required by the notice the amount called on his shares.
A call may be required to be paid by instalments. A call may, before
receipt by the company of any sum due thereunder, be revoked in whole
or part and payment of a call may be postponed in whole or part. A
person upon whom a call is made shall remain liable for calls made
upon him notwithstanding the subsequent transfer of the shares in respect
whereof the call was made.
13. A call shall be deemed to have been
made at the time when the resolution of the directors authorising the
call was passed.
14. The joint holders of a share shall
be jointly and severally liable to pay all calls in respect thereof.
15. If a call remains unpaid after it
has become due and payable the person from whom it is due and payable
shall pay interest on the amount unpaid from the day it became due
and payable until it is paid at the rate fixed by the terms of allotment
of the share or in the notice of the call or, if no rate is fixed,
at the appropriate rate (as defined by the Act) but the directors may
waive payment of the interest wholly or in part.
16. An amount payable in respect of a
share on allotment or at any fixed date, whether in respect of nominal
value or premium or as an installment of a call, shall be deemed to
be a call and if it is not paid the provisions of the articles shall
apply as if that amount had become due and payable by virtue of a call.
17. Subject to the terms of allotment,
the directors may make arrangements on the issue of shares for a difference
between the holders in the amounts and times of payment of calls on
their shares.
18. If a call remains unpaid after it
has become due and payable the directors may give to the person from
whom it is due not less than fourteen clear days' notice requiring
payment of the amount unpaid together with any interest which may have
accrued. The notice shall name the place where payment is to be made
and shall state that if the notice is not complied with the shares
in respect of which the call was made will be liable to be forfeited.
19. If the notice is not complied with
any share in respect of which it was given may, before the payment
required by the notice has been made, be forfeited by a resolution
of the directors and the forfeiture shall include all dividends or
other moneys payable in respect of the forfeited shares and not paid
before the forfeiture.
20. Subject to the provisions of the
Act, a forfeited share may be sold, re-allotted or otherwise disposed
of on such terms and in such manner as the directors determine either
to the person who was before the forfeiture the holder or to any other
person and at any time before sale, re-allotment or other disposition,
the forfeiture may be cancelled on such terms as the directors think
fit. Where for the purposes of its disposal a forfeited share is to
be transferred to any person the directors may authorise some person
to execute an instrument of transfer of the share to that person.
21. A person any of whose shares have
been forfeited shall cease to be a member in respect of them and shall
surrender to the company for cancellation the certificate for the shares
forfeited but shall remain liable to the company for all moneys which
at the date of forfeiture were presently payable by him to the company
in respect of those shares with interest at the rate at which interest
was payable on those moneys before the forfeiture or, if no interest
was so payable, at the appropriate rate (as defined in the Act) from
the date of forfeiture until payment but the directors may waive payment
wholly or in part or enforce payment without any allowance for the
value of the shares at the time of forfeiture or for any consideration
received on their disposal.
22. A statutory declaration by a director
or the secretary that a share has been forfeited on a specified date
shall be conclusive evidence of the facts stated in it as against all
persons claiming to be entitled to the share and the declaration shall
(subject to the execution of an instrument of transfer if necessary)
constitute a good title to the share and the person to whom the share
is disposed of shall not be bound to see to the application of the
consideration, if any, nor shall his title to the share be affected
by any irregularity in or invalidity of the proceedings in reference
to the forfeiture or disposal of the share.
TRANSFER OF SHARES.
23. The instrument of transfer of a share
may be in any usual form or in any other form which the directors may
approve and shall be executed by or on behalf of the transferor and,
unless the share is fully paid, by or on behalf of the transferee.
24. The directors may refuse to register
the transfer of a share which is not fully paid to a person of whom
they do not approve and they may refuse to register the transfer of
a share on which the company has a lien. They may also refuse to register
a transfer unless-
(a) it is lodged at the office or at
such other place as the directors may appoint and is accompanied by
the certificate for the shares to which it relates and such other evidence
as the directors may reasonably require to show the right of the transferor
to make the transfer;
(b) it is in respect of only one class
of shares; and
(c) it is in favour of not more than
four transferees.
25. If the directors refuse to register
a transfer of a share, they shall within two months after the date
on which the transfer was lodged with the company send to the transferee
notice of the refusal.
26. The registration of transfers of
shares or of transfers of any class of shares may be suspended at such
times and for such periods (not exceeding thirty days in any year)
as the directors may determine.
27. No fee shall be charged for the registration
of any instrument of transfer or other document relating to or affecting
the title to any share.
28. The company shall be entitled to
retain any instrument of transfer which is registered, but any instrument
of transfer which the directors refuse to register shall be returned
to the person lodging it when notice of the refusal is given.
TRANSMISSION OF SHARES.
29. If a member dies the survivor or
survivors where he was a joint holder, and his personal representatives
where he was a sole holder or the only survivor of joint holders, shall
be the only persons recognised by the company as having any title to
his interest; but nothing herein contained shall release the estate
of a deceased member from any liability in respect of any share which
had been jointly held by him.
30. A person becoming entitled to a share
in consequence of the death or bankruptcy of a member may, upon such
evidence being produced as the directors may properly require, elect
either to become the holder of the share or to have some person nominated
by him registered as the transferee. If he elects to become the holder
he shall give notice to the company to that effect. If he elects to
have another person registered he shall execute an instrument of transfer
of the share to that person. All the articles relating to the transfer
of shares shall apply to the notice or instrument of transfer as if
it were an instrument of transfer executed by the member and the death
or bankruptcy of the member had not occurred.
31. A person becoming entitled to a share
in consequence of the death or bankruptcy of a member shall have the
rights to which he would be entitled if he were the holder of the share,
except that he shall not, before being registered as the holder of
the share, be entitled in respect of it to attend or vote at any meeting
of the company or at any separate meeting of the holders of any class
of shares in the company.
ALTERATION OF SHARE
CAPITAL.
32. The company may by ordinary resolution-
(a) increase its share capital by new
shares of such amount as the resolution prescribes;
(b) consolidate and divide all or any
of its share capital into shares of larger amount than its existing
shares;
(c) subject to the provisions of the
Act, sub-divide its shares, or any of them, into shares of smaller
amount and the resolution may determine that, as between the shares
resulting from the sub-division, any of them may have any preference
or advantage as compared with the others; and
(d) cancel shares which, at the date
of the passing of the resolution, have not been taken or agreed to
be taken by any person and diminish the amount of its share capital
by the amount of the shares so cancelled.
33. Whenever as a result of a consolidation
of shares any members would become entitled to fractions of a share,
the directors may, on behalf of those members, sell the shares representing
the fractions for the best price reasonably obtainable to any person
(including, subject to the provisions of the Act, the company) and
distribute the net proceeds of sale in due proportion among those members,
and the directors may authorise some person to execute an instrument
of transfer of the shares to, or in accordance with directions of,
the purchaser. The transferee shall not be bound to see to the application
of the purchase money nor shall his title to the shares be affected
by any irregularity in or invalidity of the proceedings in reference
to the sale.
34. Subject to the provisions of the
Act, the company may by special resolution reduce its share capital,
any capital redemption reserve and any share premium account in any
way.
PURCHASE OF OWN SHARES.
35. Subject to the provisions of the
Act, the company may purchase its own shares (including any redeemable
shares) and, if it is a private company, make a payment in respect
of the redemption or purchase of its own shares otherwise than out
of distributable profits of the company of the proceeds of a fresh
issue of shares.
GENERAL MEETINGS.
36. All general meetings other than annual
general meetings shall be called extraordinary general meetings.
37. The directors may call general meetings
and, on the requisition of members pursuant to the provisions of the
Act, shall forthwith proceed to convene an extraordinary general meeting
for a date not later than eight weeks after receipt of the requisition.
If there are not within the United Kingdom sufficient directors to
call a general meeting, any director or any member of the company may
call a general meeting.
NOTICE OF GENERAL MEETING.
38. An annual general meeting and an
extraordinary general meeting called for the passing of a special resolution
or a resolution appointing a person as a director shall be called by
at least twenty-one clear days' notice. All other extraordinary general
meetings shall be called by at least fourteen clear days' notice but
a general meeting may be called by shorter notice if it is so agreed-
(a) in the case of an annual general
meeting, by all the members entitled to attend and vote thereat; and
(b) in the case of any other meeting
by a majority in number of the members having a right to attend and
vote being a majority together holding not less than ninety-five per
cent. in nominal value of the shares giving that right.
The notice shall specify the time and
place of the meeting and the general nature of the business to be transacted
and, in the case of an annual general meeting, shall specify the meeting
as such.
Subject to the provisions of the articles
and to any restrictions imposed on any shares, the notice shall be
given to all the members, to all persons entitled to a share in consequence
of the death or bankruptcy of a member and to the directors and auditors.
39. The accidental omission to give notice
of a meeting to, or the non-receipt of notice of a meeting by, any
person entitled to receive notice shall not invalidate the proceedings
at that meeting.
PROCEEDINGS AT GENERAL
MEETINGS.
40. No business shall be transacted at
any meeting unless a quorum is present. Two persons entitled to vote
upon the business to be transacted, each being a member or a proxy
for a member or a duly authorised representative of a corporation,
shall be a quorum.
41. If such a quorum is not present within
half an hour from the time appointed for the meeting, or if during
a meeting such a quorum ceases to be present, the meeting shall stand
adjourned to the same day in the next week at the same time and place
or to such time and place as the directors may determine.
42. The chairman, if any, of the board
of directors or in his absence some other director nominated by the
directors shall preside as chairman of the meeting, but if neither
the chairman nor such other director (if any) be present within fifteen
minutes after the time appointed for holding the meeting and willing
to act, the directors present shall elect one of their number to be
chairman and, if there is only one director present and willing to
act, he shall be chairman.
43. If no director is willing to act
as chairman, or if no director is present within fifteen minutes after
the time appointed for holding the meeting, the members present and
entitled to vote shall choose one of their number to be chairman.
44. A director shall, notwithstanding
that he is not a member, be entitled to attend and speak at any general
meeting and at any separate meeting of the holders of any class of
shares in the company.
45. The chairman may, with the consent
of a meeting at which a quorum is present (and shall if so directed
by the meeting), adjourn the meeting from time to time and from place
to place, but no business shall be transacted at an adjourned meeting
other than business which might properly have been transacted at the
meeting had the adjournment not taken place. When a meeting is adjourned
for fourteen days or more, at least seven clear days' notice shall
be given specifying the time and place of the adjourned meeting and
the general nature of the business to be transacted. Otherwise it shall
not be necessary to give any such notice.
46. A resolution put to the vote of a
meeting shall be decided on a show of hands unless before, or on the
declaration of the result of, the show of hands a poll is duly demanded.
Subject to the provisions of the Act, a poll may be demanded-
(a) by the chairman; or
(b) by at least two members having the
right to vote at the meeting; or
(c) by a member or members representing
not less than one-tenth of the total voting rights of all the members
having the right to vote at the meeting; or
(d) by a member or members holding shares
conferring a right to vote at the meeting being shares on which an
aggregate sum has been paid up equal to not less than one-tenth of
the total sum paid up on all the shares conferring that right;
and a demand by a person as proxy for
a member shall be the same as a demand by the member.
47. Unless a poll is duly demanded a
declaration by the chairman that a resolution has been carried or carried
unanimously, or by a particular majority, or lost, or not carried by
a particular majority and an entry to that effect in the minutes of
the meeting shall be conclusive evidence of the fact without proof
of the number or proportion of the votes recorded in favour of or against
the resolution.
48. The demand for a poll may, before
the poll is taken, be withdrawn but only with the consent of the chairman
and a demand so withdrawn shall not be taken to have invalidated the
result of a show of hands declared before the demand was made.
49. A poll shall be taken as the chairman
directs and he may appoint scrutineers (who need not be members) and
fix a time and place for declaring the result of the poll. The result
of the poll shall be deemed to be the resolution of the meeting at
which the poll was demanded.
50. In the case of an equality of votes,
whether on a show of hands or on a poll, the chairman shall be entitled
to a casting vote in addition to any other vote he may have.
51. A poll demanded on the election of
a chairman or on a question of adjournment shall be taken forthwith.
A poll demanded on any other question shall be taken either forthwith
or at such time and place as the chairman directs not being more than
thirty days after the poll is demanded. The demand for a poll shall
not prevent the continuance of a meeting for the transaction of any
business other than the question on which the poll was demanded. If
a poll is demanded before the declaration of the result of a show of
hands and the demand is duly withdrawn, the meeting shall continue
as if the demand had not been made.
52. No notice need be given of a poll
not taken forthwith if the time and place at which it is to be taken
are announced at the meeting at which it is demanded. In any other
case at least seven clear days' notice shall be given specifying the
time and place at which the poll is to be taken.
53. A resolution in writing executed
by or on behalf of each member who would have been entitled to vote
upon it if it had been proposed at a general meeting at which he was
present shall be as effectual as if it had been passed at a general
meeting duly convened and held and may consist of several instruments
in the like form each executed by or on behalf of one or more members.
VOTES OF MEMBERS.
54. Subject to any rights or restrictions
attached to any shares, on a show of hands every member who (being
an individual) is present in person or (being a corporation) is present
by a duly authorised representative, not being himself a member entitled
to vote, shall have one vote and on a poll every member shall have
one vote for every share of which he is the holder.
55. In the case of joint holders the
vote of the senior who tenders a vote, whether in person or by proxy,
shall be accepted to the exclusion of the votes of the other joint
holders; and seniority shall be determined by the order in which the
names of the holders stand in the register of members.
56. A member in respect of whom an order
has been made by any court having jurisdiction (whether in the United
Kingdom or elsewhere) in matters concerning mental disorder may vote,
whether on a show of hands or on a poll, by his receiver, curator bonis
or other person authorised in that behalf appointed by that court,
and any such receiver, curator bonis or other person may, on a poll,
vote by proxy. Evidence to the satisfaction of the directors of the
authority of the person claiming to exercise the right to vote shall
be deposited at the office, or at such other place as is specified
in accordance with the articles for the deposit of instruments of proxy,
not less than 48 hours before the time appointed for holding the meeting
or adjourned meeting at which the right to vote is to be exercised
and in default the right to vote shall not be exercisable.
57. No member shall vote at any general
meeting or at any separate meeting of the holders of any class of shares
in the company, either in person or by proxy, in respect of any share
held by him unless all moneys presently payable by him in respect of
that share have been paid.
58. No objection shall be raised to the
qualification of any voter except at the meeting or adjourned meeting
at which the vote objected to is tendered, and every vote not disallowed
at the meeting shall be valid. Any objection made in due time shall
be referred to the chairman whose decision shall be final and conclusive.
59. On a poll votes may be given either
personally or by proxy. A member may appoint more than one proxy to
attend on the same occasion.
60. An instrument appointing a proxy
shall be in writing, executed by or on behalf of the appointor and
shall be in the following form (or in a form as near thereto as circumstances
allow or in any other form which is usual or which the directors may
approve)-
" PLC/
Limited.
I/We, ,
of
,
being a
member/members of the above-named company, hereby
appoint
of ,
or failing him,
of ,
as my/our proxy to vote in my/our name(s) and
on my/our behalf at
the annual/extraordinary general meeting of the
company to be held
on 19 ,and
at any adjournment thereof.
Signed on 19 ."
61. Where it is desired to afford members
an opportunity of instructing the proxy how he shall act the instrument
appointing a proxy shall be in the following form (or in a form as
near thereto as circumstances allow or in any other form which is usual
or which the directors may approve)-
" PLC/
Limited.
I/We, ,
of
,
being a
member/members of the above-named company, hereby
appoint
of ,
or failing him,
of ,
as my/our proxy to vote in my/our name(s) and
on my/our behalf at
the annual/extraordinary general meeting of the
company to be held
on 19 ,and
at any adjournment thereof.
Signed on 19 ."
This form is to be used in respect of the resolutions mentioned
below as follows:
Resolution
No. 1 *for *against
Resolution
No. 2 *for *against
*Strike
out whichever is not desired.
Unless otherwise
instructed, the proxy may vote as he thinks fit or abstain from
voting.
Signed this
day of 19 ."
62. The instrument appointing a proxy
and any authority under which it is executed or a copy of such authority
certified notarially or in some other way approved by the directors
may-
(a) be deposited at the office or at
such other place within the United Kingdom as is specified in the notice
convening the meeting or in any instrument of proxy sent out by the
company in relation to the meeting not less than 48 hours before the
time for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote; or
(b) in the case of a poll taken more
than 48 hours after it is demanded, be deposited as aforesaid after
the poll has been demanded and not less than 24 hours before the time
appointed for the taking of the poll; or
(c) where the poll is not taken forthwith
but is taken not more than 48 hours after it was demanded, be delivered
at the meeting at which the poll was demanded to the chairman or to
the secretary or to any director;
and an instrument of proxy which is not
deposited or delivered in a manner so permitted shall be invalid.
63. A vote given or poll demanded by
proxy or by the duly authorised representative of a corporation shall
be valid notwithstanding the previous determination of the authority
of the person voting or demanding a poll unless notice of the determination
was received by the company at the office or at such other place at
which the instrument of proxy was duly deposited before the commencement
of the meeting or adjourned meeting at which the vote is given or the
poll demanded or (in the case of a poll taken otherwise than on the
same day as the meeting or adjourned meeting) the time appointed for
taking the poll.
NUMBER OF DIRECTORS.
64. Unless otherwise determined by ordinary
resolution, the number of directors (other than alternate directors)
shall not be subject to any maximum but shall be not less than two.
ALTERNATE DIRECTORS.
65. Any director (other than an alternate
director) may appoint any other director, or any other person approved
by resolution of the directors and willing to act, to be an alternate
director and may remove from office an alternate director so appointed
by him.
66. An alternate director shall be entitled
to receive notice of all meetings of directors and of all meetings
of committees of directors of which his appointor is a member, to attend
and vote at any such meeting at which the director appointing him is
not personally present, and generally to perform all the functions
of his appointor as a director in his absence but shall not be entitled
to receive any remuneration from the company for his services as an
alternate director. But it shall not be necessary to give notice of
such a meeting to an alternate director who is absent from the United
Kingdom.
67. An alternate director shall cease
to be an alternate director if his appointor ceases to be a director;
but, if a director retires by rotation or otherwise but is reappointed
or deemed to have been reappointed at the meeting at which he retires,
any appointment of an alternate director made by him which was in force
immediately prior to his retirement shall continue after his reappointment.
68. Any appointment or removal of an
alternate director shall be by notice to the company signed by the
director making or revoking the appointment or in any other manner
approved by the directors.
69. Save as otherwise provided in the
articles, an alternate director shall be deemed for all purposes to
be a director and shall alone be responsible for his own acts and defaults
and he shall not be deemed to be the agent of the director appointing
him.
POWERS OF DIRECTORS.
70. Subject to the provisions of the
Act, the memorandum and the articles and to any directions given by
special resolution, the business of the company shall be managed by
the directors who may exercise all the powers of the company. No alteration
of the memorandum or articles and no such direction shall invalidate
any prior act of the directors which would have been valid if that
alteration had not been made or that direction had not been given.
The powers given by this regulation shall not be limited by any special
power given to the directors by the articles and a meeting of directors
at which a quorum is present may exercise all powers exercisable by
the directors.
71. The directors may, by power of attorney
or otherwise, appoint any person to be the agent of the company for
such purposes and on such conditions as they determine, including authority
for the agent to delegate all or any of his powers.
DELEGATION OF DIRECTORS'
POWERS.
72. The directors may delegate any of
their powers to any committee consisting of one or more directors.
They may also delegate to any managing director or any director holding
any other executive office such of their powers as they consider desirable
to be exercised by him. Any such delegation may be made subject to
any conditions the directors may impose, and either collaterally with
or to the exclusion of their own powers and may be revoked or altered.
Subject to any such conditions, the proceedings of a committee with
two or more members shall be governed by the articles regulating the
proceedings of directors so far as they are capable of applying.
APPOINTMENT AND RETIREMENT
OF DIRECTORS.
73. At the first annual general meeting
all the directors shall retire from office, and at every subsequent
annual general meeting one-third of the directors who are subject to
retirement by rotation or, if their number is not three or a multiple
of three, the number nearest to one-third shall retire from office;
but, if there is only one director who is subject to retirement by
rotation, he shall retire.
74. Subject to the provisions of the
Act, the directors to retire by rotation shall be those who have been
longest in office since their last appointment or reappointment, but
as between persons who became or were last reappointed directors on
the same day those to retire shall (unless they otherwise agree among
themselves) be determined by lot.
75. If the company, at the meeting at
which a director retires by rotation, does not fill the vacancy the
retiring director shall, if willing to act, be deemed to have been
reappointed unless at the meeting it is resolved not to fill the vacancy
or unless a resolution for the appointment of the director is put to
the meeting and lost.
76. No person other than a director retiring
by rotation shall be appointed or reappointed a director at any general
meeting unless-
(a) he is recommended by the directors;
or
(b) not less than fourteen nor more than
thirty-five days before the date appointed for the meeting, notice
executed by a member qualified to vote at the meeting has been given
to the company of the intention to propose that person for appointment
or reappointment stating the particulars which would, if he were so
appointed or reappointed, be required to be included in the company's
register of directors together with notice executed by that person
of his willingness to be appointed or reappointed.
77. Not less than seven nor more than
twenty-eight clear days before the date appointed for holding a general
meeting notice shall be given to all who are entitled to receive notice
of the meeting of any person (other than a director retiring by rotation
at the meeting) who is recommended by the directors for appointment
or reappointment as a director at the meeting or in respect of whom
notice has been duly given to the company of the intention to propose
him at the meeting for appointment or reappointment as a director.
The notice shall give the particulars of that person which would, if
he were so appointed or reappointed, be required to be included in
the company's register of directors.
78. Subject as aforesaid, the company
may by ordinary resolution appoint a person who is willing to act to
be a director either to fill a vacancy or as an additional director
and may also determine the rotation in which any additional directors
are to retire.
79. The directors may appoint a person
who is willing to act to be a director, either to fill a vacancy or
as an additional director, provided that the appointment does not cause
the number of directors to exceed any number fixed by or in accordance
with the articles as the maximum number of directors. A director so
appointed shall hold office only until the next following annual general
meeting and shall not be taken into account in determining the directors
who are to retire by rotation at the meeting. If not reappointed at
such annual general meeting, he shall vacate office at the conclusion
thereof.
80. Subject as aforesaid, a director
who retires at an annual general meeting may, if willing to act, be
reappointed. If he is not reappointed, he shall retain office until
the meeting appoints someone in his place, or if it does not do so,
until the end of the meeting.
DISQUALIFICATION AND
REMOVAL OF DIRECTORS.
81. The office of a director shall be
vacated if-
(a) he ceases to be a director by virtue
of any provision of the Act or he becomes prohibited by law from being
a director; or
(b) he becomes bankrupt or makes any
arrangement or composition with his creditors generally; or
(c) he is, or may be, suffering from
mental disorder and either-
i) he is admitted to hospital in pursuance
of an application for admission for treatment under the Mental Health
Act 1983 or, in Scotland, an application for admission under the Mental
Health (Scotland) Act 1960, or
ii) an order is made by a court having
jurisdiction (whether in the United Kingdom or elsewhere) in matters
concerning mental disorder for his detention or for the appointment
of a receiver, curator bonis or other person to exercise powers with
respect to his property or affairs; or
d) he resigns his office by notice to
the company; or
e) he shall for more than six consecutive
months have been absent without permission of the directors from meetings
of directors held during that period and the directors resolve that
his office be vacated.
REMUNERATION OF DIRECTORS.
82. The directors shall be entitled to
such remuneration as the company may by ordinary resolution determine
and, unless the resolution provides otherwise, the remuneration shall
be deemed to accrue from day to day.
DIRECTORS' EXPENSES.
83. The directors may be paid all travelling,
hotel, and other expenses properly incurred by them in connection with
their attendance at meetings of directors or committees of directors
or general meetings or separate meetings of the holders of any class
of shares or of debentures of the company or otherwise in connection
with the discharge of their duties.
DIRECTORS' APPOINTMENTS
AND INTERESTS.
84. Subject to the provisions of the
Act, the directors may appoint one or more of their number to the office
of managing director or to any other executive office under the company
and may enter into an agreement or arrangement with any director for
his employment by the company or for the provision by him of any services
outside the scope of the ordinary duties of a director. Any such appointment,
agreement or arrangement may be made upon such terms as the directors
determine and they may remunerate any such director for his services
as they think fit. Any appointment of a director to an executive office
shall terminate if he ceases to be a director but without prejudice
to any claim to damages for breach of the contract of service between
the director and the company. A managing director and a director holding
any other executive office shall not be subject to retirement by rotation.
85. Subject to the provisions of the
Act, and provided that he has disclosed to the directors the nature
and extent of any material interest of his, a director notwithstanding
his office-
(a) may be a party to, or otherwise interested
in, any transaction or arrangement with the company or in which the
company is otherwise interested;
(b) may be a director or other officer
of, or employed by, or a party to any transaction or arrangement with,
or otherwise interested in, any body corporate promoted by the company
or in which the company is otherwise interested; and
(c) shall not, by reason of his office,
be accountable to the company for any benefit which he derives from
any such office or employment or from any such transaction or arrangement
or from any interest in any such body corporate and no such transaction
or arrangement shall be liable to be avoided on the ground of any such
interest or benefit.
86. For the purposes of regulation 85-
(a) a general notice given to the directors
that a director is to be regarded as having an interest of the nature
and extent specified in the notice in any transaction or arrangement
in which a specified person or class of persons is interested shall
be deemed to be a disclosure that the director has an interest in any
such transaction of the nature and extent so specified; and
(b) an interest of which a director has
no knowledge and of which it is unreasonable to expect him to have
knowledge shall not be treated as an interest of his.
DIRECTORS' GRATUITIES
AND PENSIONS.
87. The directors may provide benefits,
whether by the payment of gratuities or pensions or by insurance or
otherwise, for any director who has held but no longer holds any executive
office or employment with the company or with any body corporate which
is or has been a subsidiary of the company or a predecessor in business
of the company or of any such subsidiary, and for any member of his
family (including a spouse and former spouse) or any person who is
or was dependent on him, and may (as well before as after he ceases
to hold such office or employment) contribute to any fund and pay premiums
for the purchase or provision of any such benefit.
PROCEEDINGS OF DIRECTORS.
88. Subject to the provisions of the
articles, the directors may regulate their proceedings as they think
fit. A director may, and the secretary at the request of a director
shall, call a meeting of the directors. It shall not be necessary to
give notice of a meeting to a director who is absent from the United
Kingdom. Questions arising at a meeting shall be decided by a majority
of votes. In the case of an equality of votes, the chairman shall have
a second or casting vote. A director who is also an alternate director
shall be entitled in the absence of his appointor to a separate vote
on behalf of his appointor in addition to his own vote.
89. The quorum for the transaction of
the business of the directors may be fixed by the directors and unless
so fixed at any other number shall be two. A person who holds office
only as an alternate director shall, if his appointor is not present,
be counted in the quorum.
90. The continuing directors or a sole
continuing director may act notwithstanding any vacancies in their
number, but, if the number of directors is less than the number fixed
as the quorum, the continuing directors or director may act only for
the purpose of filling vacancies or of calling a general meeting.
91. The directors may appoint one of
their number to be the chairman of the board of directors and may at
any time remove him from that office. Unless he is unwilling to do
so, the director so appointed shall preside at every meeting of directors
at which he is present. But if there is no director holding that office,
or if the director holding it is unwilling to preside or is not present
within five minutes after the time appointed for the meeting, the directors
present may appoint one of their number to be chairman of the meeting.
92. All acts done by a meeting of directors,
or of a committee of directors, or by a person acting as a director
shall, notwithstanding that it be afterwards discovered that there
was a defect in the appointment of any director or that any of them
were disqualified from holding office, or had vacated office, or were
not entitled to vote, be as valid as if every such person had been
duly appointed and was qualified and had continued to be a director
and had been entitled to vote.
93. A resolution in writing signed by
all the directors entitled to receive notice of a meeting of directors
or of a committee of directors shall be as valid and effectual as if
it had been passed at a meeting of directors or (as the case may be)
a committee of directors duly convened and held and may consist of
several documents in the like form each signed by one or more directors;
but a resolution signed by an alternate director need not also be signed
by his appointor and, if it is signed by a director who has appointed
an alternate director, it need not be signed by the alternate director
in that capacity.
94. Save as otherwise provided by the
articles, a director shall not vote at a meeting of directors or of
a committee of directors on any resolution concerning a matter in which
he has, directly or indirectly, an interest or duty which is material
and which conflicts or may conflict with the interests of the company
unless his interest or duty arises only because the case falls within
one or more of the following paragraphs-
(a) the resolution relates to the giving
to him of a guarantee, security, or indemnity in respect of money lent
to, or an obligation incurred by him for the benefit of, the company
or any of its subsidiaries;
(b) the resolution relates to the giving
to a third party of a guarantee, security, or indemnity in respect
of an obligation of the company or any of its subsidiaries for which
the director has assumed responsibility in whole or part and whether
alone or jointly with others under a guarantee or indemnity or by the
giving of security;
(c) his interest arises by virtue of
his subscribing or agreeing to subscribe for any shares, debentures
or other securities of the company or any of its subsidiaries, or by
virtue of his being, or intending to become, a participant in the underwriting
or sub-underwriting of an offer of any such shares, debentures, or
other securities by the company or any of its subsidiaries for subscription,
purchase or exchange;
(d) the resolution relates in any way
to a retirement benefits scheme which has been approved, or is conditional
upon approval, by the Board of Inland Revenue for taxation purposes.
For the purposes of this regulation,
an interest of a person who is, for any purpose of the Act (excluding
any statutory modification thereof not in force when this regulation
becomes binding on the company), connected with a director shall be
treated as an interest of the director and, in relation to an alternate
director, an interest of his appointor shall be treated as an interest
of the alternate director without prejudice to any interest which the
alternate director has otherwise.
95. A director shall not be counted in
the quorum present at a meeting in relation to a resolution on which
he is not entitled to vote.
96. The company may by ordinary resolution
suspend or relax to any extent, either generally or in respect of any
particular matter, any provision of the articles prohibiting a director
from voting at a meeting of directors or of a committee of directors.
97. Where proposals are under consideration
concerning the appointment of two or more directors to offices or employments
with the company or any body corporate in which the company is interested
the proposals may be divided and considered in relation to each director
separately and (provided he is not for another reason precluded from
voting) each of the directors concerned shall be entitled to vote and
be counted in the quorum in respect of each resolution except that
concerning his own appointment.
98. If a question arises at a meeting
of directors or of a committee of directors as to the right of a director
to vote, the question may, before the conclusion of the meeting, be
referred to the chairman of the meeting and his ruling in relation
to any director other than himself shall be final and conclusive.
SECRETARY.
99. Subject to the provisions of the
Act, the secretary shall be appointed by the directors for such term,
at such remuneration and upon such conditions as they may think fit;
and any secretary so appointed may be removed by them.
MINUTES.
100. The directors shall cause minutes
to be made in books kept for the purpose-
(a) of all appointments of officers made
by the directors; and
(b) of all proceedings at meetings of
the company, of the holders of any class of shares in the company,
and of the directors, and of committees of directors, including the
names of the directors present at each such meeting.
THE SEAL.
101. The seal shall only be used by the
authority of the directors or of a committee of directors authorised
by the directors. The directors may determine who shall sign any instrument
to which the seal is affixed and unless otherwise so determined it
shall be signed by a director and by the secretary or by a second director.
DIVIDENDS.
102. Subject to the provisions of the
Act, the company may by ordinary resolution declare dividends in accordance
with the respective rights of the members, but no dividend shall exceed
the amount recommended by the directors.
103. Subject to the provisions of the
Act, the directors may pay interim dividends if it appears to them
that they are justified by the profits of the company available for
distribution. If the share capital is divided into different classes,
the directors may pay interim dividends on shares which confer deferred
or non-preferred rights with regard to dividend as well as on shares
which confer deferred or non-preferred rights with regard to dividend
as well as on shares which confer preferential rights with regard to
dividend, but no interim dividend shall be paid on shares carrying
deferred or non-preferred rights if, at the time of payment, any preferential
dividend is in arrear. The directors may also pay at intervals settled
by them any dividend payable at a fixed rate if it appears to them
that the profits available for distribution justify the payment. Provided
the directors act in good faith they shall not incur any liability
to the holders of shares conferring preferred rights for any loss they
may suffer by the lawful payment of an interim dividend on any shares
having deferred or non-preferred rights.
104. Except as otherwise provided by
the rights attached to shares, all dividends shall be declared and
paid according to the amounts paid up on the shares on which the dividend
is paid. All dividends shall be apportioned and paid proportionately
to the amounts paid up on the shares during any portion or portions
of the period in respect of which the dividend is paid; but, if any
share is issued on terms providing that it shall rank for dividend
as from a particular date, that share shall rank for dividend accordingly.
105. A general meeting declaring a dividend
may, upon the recommendation of the directors, direct that it shall
be satisfied wholly or partly by the distribution of assets and, where
any difficulty arises in regard to the distribution, the directors
may settle the same and in particular may issue fractional certificates
and fix the value for distribution of any assets and may determine
that cash shall be paid to any member upon the footing of the value
so fixed in order to adjust the rights of members and may vest any
assets in trustees.
106. Any dividend or other moneys payable
in respect of a share may be paid by cheque sent by post to the registered
address of the person entitled or, if two or more persons are the holders
of the share or are jointly entitled to it by reason of the death or
bankruptcy of the holder, to the registered address of that one of
those persons who is first named in the register of members or to such
person and to such address as the person or persons entitled may in
writing direct. Every cheque shall be made payable to the order of
the person or persons entitled or to such other person as the person
or persons entitled or to such other person as the person or persons
entitled may in writing direct and payment of the cheque shall be a
good discharge to the company. Any joint holder or other person jointly
entitled to a share as aforesaid may give receipts for any dividend
or other moneys payable in respect of the share.
107. No dividend or other moneys payable
in respect of a share shall bear interest against the company unless
otherwise provided by the rights attached to the share.
108. Any dividend which has remained
unclaimed for twelve years from the date when it became due for payment
shall, if the directors so resolve, be forfeited and cease to remain
owing by the company.
ACCOUNTS.
109. No member shall (as such) have any
right of inspecting any accounting records or other book or document
of the company except as conferred by statute or authorised by the
directors or by ordinary resolution of the company.
CAPITALISATION OF PROFITS.
110. The directors may with the authority
of an ordinary resolution of the company-
(a) subject as hereinafter provided,
resolve to capitalise any undivided profits of the company not required
for paying any preferential dividend (whether or not they are available
for distribution) or any sum standing to the credit of the company's
share premium account or capital redemption reserve;
(b) appropriate the sum resolved to be
capitalised to the members who would have been entitled to it if it
were distributed by way of dividend and in the same proportions and
apply such sum on their behalf either in or towards paying up the amounts,
if any, for the time being unpaid on any shares held by them respectively,
or in paying up in full unissued shares or debentures of the company
of a nominal amount equal to that sum, and allot the shares or debentures
credited as fully paid to those members, or as they may direct, in
those proportions, or partly in one way and partly in the other: but
the share premium account, the capital redemption reserve, and any
profits which are not available for distribution may, for the purposes
of this regulation, only be applied in paying up unissued shares to
be allotted to members credited as fully paid;
(c) make such provision by the issue
of fractional certificates or by payment in cash or otherwise as they
determine in the case of shares or debentures becoming distributable
under this regulation in fractions; and
(d) authorise any person to enter on
behalf of all the members concerned into an agreement with the company
providing for the allotment to them respectively, credited as fully
paid, of any shares or debentures to which they are entitled upon such
capitalisation, any agreement made under such authority being binding
on all such members.
NOTICES.
111. Any notice to be given to or by
any person pursuant to the articles shall be in writing except that
a notice calling a meeting of the directors need not be in writing.
112. The company may give any notice
to a member either personally or by sending it by post in a prepaid
envelope addressed to the member at his registered address or by leaving
it at that address. In the case of joint holders of a share, all notices
shall be given to the joint holder whose name stands first in the register
of members in respect of the joint holding and notice so given shall
be sufficient notice to all the joint holders. A member whose registered
address is not within the United Kingdom and who gives to the company
an address with the United Kingdom at which notices may be given to
him shall be entitled to have notices given to him at that address,
but otherwise no such member shall be entitled to receive any notice
from the company.
113. A member present, either in person
or by proxy, at any meeting of the company or of the holders of any
class of shares in the company shall be deemed to have received notice
of the meeting and, where requisite, of the purposes for which it was
called.
114. Every person who becomes entitled
to a share shall be bound by any notice in respect of that share which,
before his name is entered in the register of members, has been duly
given to a person from whom he derives his title.
115. Proof that an envelope containing
a notice was properly addressed, prepaid and posted shall be conclusive
evidence that the notice was given. A notice shall be deemed to be
given at the expiration of 48 hours after the envelope containing it
was posted.
116. A notice may be given by the company
to the persons entitled to a share in consequence of the death or bankruptcy
of a member by sending or delivering it, in any manner authorised by
the articles for the giving of notice to a member, addressed to them
by name, or by the title of representatives of the deceased, or trustee
of the bankrupt or by any like description at the address, if any,
within the United Kingdom supplied for that purpose by the persons
claiming to be so entitled. Until such an address has been supplied,
a notice may be given in any manner in which it might have been given
if the death or bankruptcy had not occurred.
WINDING UP.
117. If the company is wound up, the
liquidator may, with the sanction of an extraordinary resolution of
the company and any other sanction required by the Act, divide among
the members in specie the whole or any part of the assets of the company
and may, for that purpose, value any assets and determine how the division
shall be carried out as between the members or different classes of
members. The liquidator may, with the like sanction, vest the whole
or any part of the assets in trustees upon such trusts for the benefit
of the members as he with the like sanction determines, but no member
shall be compelled to accept any assets upon which there is a liability.
INDEMNITY.
118. Subject to the provisions of the
Act but without prejudice to any indemnity to which a director may
otherwise be entitled, every director or other officer or auditor of
the company shall be indemnified out of the assets of the company against
any liability incurred by him in defending any proceedings, whether
civil or criminal, in which judgment is given in his favour or in which
he is acquitted or in connection with any application in which relief
is granted to him by the court from liability for negligence, default,
breach of duty or breach of trust in relation to the affairs of the
company.
Footnote
These regulations were introduced
by the Companies (Tables A to F) Regulations 1985, Statutory instrument,
No. 805 as amended by the Companies (Tables A to F) Regulations 1985,
Statutory Instrument, No. 1052. The regulations as amended do not
affect companies incorporated in or before July 1985.
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