"the Act" means the Companies Act 1985 including any
statutory modification or re-enactment thereof for the time being
"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
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.
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
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.
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.
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
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
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.
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
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
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.
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.
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.
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.
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.
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
(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
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
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
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
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;
(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
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
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.
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
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
" 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.
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.
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
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.
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.
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.
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
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
76. No person other than a director retiring by rotation shall
be appointed or reappointed a director at any general meeting
(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
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
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
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.
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.
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.
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.
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
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
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
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.
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.
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.
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.
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
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.
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.
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.
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.
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.
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.
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 July 1985.