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The Companies (Tables A to F) (Amendment) Regulations 2007

S.I. 2007/2541 · Made 3 September 2007

Original text. legislation.gov.uk does not revise statutory instruments, so later amendments are not shown here. Changes made to it are listed under each provision when known.

COMPANIES

Made 3rd September 2007

Laid before Parliament 3rd September 2007

Coming into force 1st October 2007

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 3 and 8 of the Companies Act 1985f1.

Annotations to the whole text

Footnotes

f1

1985 c.6.

Contents

  1. Part 1: Introduction
  2. 1Citation, commencement and interpretation
  3. 2Citation, commencement and interpretation
  4. Part 2: Amendments applicable to all companies limited by shares
  5. 3Interpretation
  6. 4General meetings
  7. 5General meetings
  8. 6Proceedings at general meetings
  9. 7Winding up
  10. Part 3: Amendments applicable to private companies limited by shares only
  11. 8Regulation 8
  12. 9Notice of general meetings
  13. 10Proceedings at general meetings
  14. 11Votes of members
  15. 12Votes of members
  16. 13Appointment and retirement of directors
  17. 14Appointment and retirement of directors
  18. 15Appointment and retirement of directors
  19. 16Appointment and retirement of directors
  20. 17Appointment and retirement of directors
  21. 18Appointment and retirement of directors
  22. Part 4: Amendments applicable to public companies limited by shares only
  23. 19Regulation 19
  24. 20Notice of general meetings
  25. 21Votes of members
  26. 22Votes of members
  27. Part 5: Amendments applicable to companies limited by guarantee and not having a share capital
  28. 23Meaning of Table A
  29. Signature
  30. Explanatory note

1Citation, commencement and interpretation

These Regulations may be cited as the Companies (Tables A to F) (Amendment) Regulations 2007 and come into force on 1st October 2007.

2Citation, commencement and interpretation

In these Regulations, references to Tables A and C are to those tables in the Companies (Tables A to F) Regulations 1985f1.

3Interpretation

(1)

Regulation 1 of Table A is amended as follows.

(2)

Omit the definition of “the Act” and insert the following definition—

  • ““the Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force and any provisions of the Companies Act 2006f1 for the time being in force;”.

4General meetings

Regulation 36 of Table A ceases to have effect.

5General meetings

(1)

Regulation 37 of Table A is amended as follows.

(2)

After the words “proceed to convene” omit the words “an extraordinary” and insert the word “a”.

(3)

After the first reference to “general meeting” omit the words “for a date not later than eight weeks after receipt of the requisition” and insert the words “in accordance with the provisions of the Act”.

6Proceedings at general meetings

Regulation 53 of Table A ceases to have effect.

7Winding up

(1)

Regulation 117 of Table A is amended as follows.

(2)

After the words “with the sanction of” omit the words “an extraordinary” and insert the words “a special”.

8

Regulations 9 to 18 amend Table A only so far as it relates to private companies limited by shares.

9Notice of general meetings

(1)

Regulation 38 of Table A is amended as follows.

(2)

Omit the words “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”.

(3)

Omit paragraph (a).

(4)

In paragraph (b), omit the words “in the case of any other meeting” and “- five”.

(5)

Omit the words “and, in the case of an annual general meeting, shall specify the meeting as such”.

10Proceedings at general meetings

(1)

Regulation 40 of Table A is amended as follows.

(2)

At the beginning of the second sentence insert the words “Save in the case of a company with a single member”.

11Votes of members

(1)

Regulation 60 of Table A is amended as follows.

(2)

After the words “our behalf at the” omit the words “annual/extraordinary”.

12Votes of members

(1)

Regulation 61 of Table A is amended as follows.

(2)

After the words “our behalf at the” omit the words “annual/extraordinary”.

13Appointment and retirement of directors

Regulations 73 to 75 of Table A cease to have effect.

14Appointment and retirement of directors

(1)

Regulation 76 of Table A is amended as follows.

(2)

After the words “No person” omit the words “other than a director retiring by rotation”.

15Appointment and retirement of directors

(1)

Regulation 77 of Table A is amended as follows.

(2)

After the words “meeting of any person” omit the words “(other than a director retiring by rotation at the meeting)”.

16Appointment and retirement of directors

(1)

Regulation 78 of Table A is amended as follows.

(2)

Omit the words “Subject as aforesaid,”.

17Appointment and retirement of directors

(1)

Regulation 79 of Table A is amended as follows.

(2)

Omit the second and third sentences.

18Appointment and retirement of directors

Regulation 80 of Table A ceases to have effect.

19

Regulations 20 to 22 amend Table A only so far as it relates to public companies limited by shares.

20Notice of general meetings

(1)

Regulation 38 of Table A is amended as follows.

(2)

After the words “annual general meeting” omit the words “and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a director”.

(3)

After the words “All other” omit the word “extraordinary”.

21Votes of members

(1)

Regulation 60 is amended as follows.

(2)

After the words “our behalf at the annual/” omit the word “extraordinary” and insert the words “any other”.

22Votes of members

(1)

Regulation 61 is amended as follows.

(2)

After the words “our behalf at the annual/” omit the word “extraordinary” and insert the words “any other”.

23Meaning of Table A

Before Article 1 of Table C insert the following—

“A1.

References in these Articles to Table A are to that Table so far as it relates to private companies limited by shares.”.

Signature

Stephen Timms

Minister of State for Competitiveness,

Department for Business, Enterprise and Regulatory Reform

3rd September 2007

Explanatory note

(This note is not part of the Regulations)

These Regulations amend the Companies (Tables A to F) Regulations 1985 and apply to a company registered on or after 1st October 2007 which adopts Table A or Table C as Articles of Association.

Part 2 makes amendments to Table A which apply to all companies—

  • regulation 3 widens the definition of “the Act” which means the Companies Act 1985 to include provisions of the Companies Act 2006 (“the 2006 Act”);

  • regulation 4 omits regulation 36 from Table A as references to extraordinary general meetings have no meaning under the 2006 Act;

  • regulation 5 amends regulation 37 of Table A to reflect the change in timing for calling a meeting provided by section 304 of the 2006 Act;

  • regulation 6 omits regulation 53 from Table A as it conflicts with section 281(1) of the 2006 Act for private companies and with section 281(2) of the 2006 Act for public companies;

  • regulation 7 omits the reference to extraordinary resolution in regulation 117 of Table A as this has no meaning under the 2006 Act.

Part 3 makes amendments to Table A which apply to private companies limited by shares only—

  • regulation 9 amends regulation 38 of Table A so as to omit references which are inapplicable to private companies under the 2006 Act. Similarly regulations 11 and 12 amend regulations 60 and 61 of Table A so as to remove references to annual and extraordinary general meetings for private companies;

  • regulation 10 amends regulation 40 of Table A to reflect section 318 of the 2006 Act which sets a quorum for a meeting of one qualifying person in the case of a single member company;

  • regulations 13 to 18 omit or amend regulations 73 to 80 of Table A to reflect the fact that the 2006 Act does not contain provisions on the appointment and retirement of directors by rotation.

Part 4 makes amendments to Table A which apply to public companies limited by shares only. Regulations 20,21 and 22 amend regulations 38, 60 and 61 of Table A by omitting references to extraordinary general meetings.

Part 5 (regulation 23) amends Table C so that the version of Table A which, as modified by Table C, applies to companies limited by guarantee is the version of Table A which applies to private companies limited by shares.

An informal Keeling schedule to accompany these Regulations is available on the BERR website. It contains a version of Table A as it applies to a private company limited by shares; Table A as it applies to a public company limited by shares and Table C as amended by these Regulations.

An impact assessment has not been produced for these Regulations as no impact on the private or voluntary sectors is foreseen.