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

EXPLANATORY NOTE

(This note is not part of the Regulations)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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