Table A (full text)
The following is the text
of the new Table A effective from 1st October 2007 for
companies incorporated on or after this date, until
30th September 2009. For companies incorporated before
this date the old Table A
is still applicable.
Table A
With effect from 1st October 2007
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TABLE A after 1st October 2007
Regulations for the Management of a Company Limited
by Shares
(As prescribed by the Companies (Tables A to F) Regulations
1985 as amended by the Companies (Tables A to F) (Amendment)
Regulations 1985), the Companies Act 1985 (Electronic
Communications) Order 2000, the Companies (Tables A
to F) (Amendment) Regulations 2007 and the Companies
(Tables A to F) (Amendment) (No. 2) Regulations 2007.
Interpretation
1. In these regulations-
"the Act" means the Companies Act 1985 including
any statutory modification or re-enactment thereof for
the time being in force and any provision of the Companies
Act 2006 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.
"communication" means the same as in the Electronic
Communications Act 2000,
"electronic communication" means the same
as in the Electronic Communications Act 2000".
"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 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 provisions 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 in 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 given 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 of 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 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 in 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 made.
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 becomes 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 instalment or 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 arrangement 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 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 share sin 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 the 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 other; 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 the 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 or the proceeds of a fresh issue of shares.
General meetings
36. (Repealed)
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 a general
meeting in accordance with the provisions of the Act.
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 meetings
38. 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 a general meeting, by all the members
who are entitled to attend and vote thereat; and
(b) in the case of a 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.
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. Save in the case of a company with
a single member, 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 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 -
(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. (Repealed)
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. 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. (Repealed)
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 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 forty-eight hours before the time
appointed for holding the meeting at which the right
to vote is to be exercised and in default the right
to vote shall not be exercised.
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 personally or by proxy.
A member may appoint more than one proxy to attend on
the same occasion.
60. The appointment of a proxy shall be 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.......................................,
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 appointment
of 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.......................................,
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.
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 appointment of 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) in the case of an instrument in writing 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 forty-eight
hours before the time for holding the meeting or adjourned
meeting at which the person named in the instrument
proposes to vote; or
(aa) in the case of an appointment contained in an
electronic communication, where an address has been
specified for the purpose of receiving electronic communications
-
(i) in the notice convening the meeting, or
(ii) in any instrument of proxy sent out by the company
in relation to the meeting, or
(iii) in any invitation contained in an electronic communication
to appoint a proxy issued by the company in relation
to the meeting,
be received at such address not less than 48 hours before
the time for holding the meeting or adjourned meeting
at which the person named in the appointment proposes
to vote;
(b) in the case of a poll taken more than forty-eight
hours after it is demanded, be deposited or received
as aforesaid after the poll has been demanded and not
less than twenty-four 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 forty-eight 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, delivered
or received in a manner so permitted shall be invalid.
In this regulation and the next, "address",
in relation to electronic communications, includes any
number or address used for the purposes of such communications.
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
or, where the appointment of the proxy was contained
in an electronic communication, at the address at which
such appointment was duly received 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. (Repealed)
74. (Repealed)
75. (Repealed)
76. No person 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 not more than thirty-five
clear 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 re-appointment
stating the particulars which would, if he were so appointed
or re-appointed, 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 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. 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.
80. Repealed
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 or 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 the 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 provision 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 in which a director has no knowledge
an of which it is unreasonable to expect him to have
knowledge shall not be treated as an interest as 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 a 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 shall be fixed by the directors and unless
so fixed 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,
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.
(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 of 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 directors
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, 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 the 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
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 to 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 dividends 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, 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
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 the 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 sums on their behalf either
in or towards 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 may 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 (other than a notice calling a meeting
of the directors) shall be in writing or shall be given
using electronic communications to an address for the
time being notified for that purpose to the person giving
the notice.
In this regulation, "address", in relation
to electronic communications, includes any number or
address used for the purposes of such communications.
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 or by giving it using
electronic communications to an address for the time
being notified to the company by the member. 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 within the United Kingdom at which
notices may be given to him shall be entitled to have
notices given to him or an address to which notices
may be sent using electronic communications, at that
address, but otherwise no such member shall be entitled
to receive any notice from the company.
In this regulation and the next, "address",
in relation to electronic communications, includes any
number or address used for the purposes of such communications.
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 on 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. Proof that a notice
contained in an electronic communication was sent in
accordance with guidance issued by the Institute of
Chartered Secretaries and Administrators shall be conclusive
evidence that the notice was given. A notice shall,
unless the contrary is proved, be deemed to be given
at the expiration of forty-eight hours after the envelope
containing it was posted or, in the case of a notice
contained in an electronic communication, at the expiration
of 48 hours after the time it was sent.
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 trustees 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 a special 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.
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The following is the
text of Table A with effect from 23rd. December 2000,
as amended by the Companies Act 1985 (Electronic Communications)
Order 2000.
The wording of the version of Table A that was operative
before the 2000 version came into effect follows immediately
after the current text.
Table A
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TABLE A before 1st October 2007
Regulations for the Management of a Company
Limited by Shares
(As prescribed by the Companies (Tables A to F) Regulations
1985 as amended by the Companies (Tables A to F) (Amendment)
Regulations 1985) and the Companies Act 1985 (Electronic
Communications) Order 2000.
Interpretation
1. 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.
"communication" means the same as in the Electronic
Communications Act 2000,
"electronic communication" means the same as in the
Electronic Communications Act 2000".
"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 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 provisions 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 in 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 given 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 of 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 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 in 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 made.
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 becomes 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 instalment or 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 arrangement 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 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 share sin 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 the 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 other; 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 the 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 or 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 meetings
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 who are 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 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 -
(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 | 
