- Latest available (Revised)
- Original (As made)
This version of this chapter contains provisions that are prospective.
The term provision is used to describe a definable element in a piece of legislation that has legislative effect – such as a Part, Chapter or section. A version of a provision is prospective either:
Commencement Orders listed in the ‘Changes to Legislation’ box as not yet applied may bring this prospective version into force.
There are outstanding changes not yet made by the legislation.gov.uk editorial team to The Companies (Model Articles) Regulations 2008. Any changes that have already been made by the team appear in the content and are referenced with annotations.
Revised legislation carried on this site may not be fully up to date. Changes and effects are recorded by our editorial team in lists which can be found in the ‘Changes to Legislation’ area. Where those effects have yet to be applied to the text of the legislation by the editorial team they are also listed alongside the legislation in the affected provisions. Use the ‘more’ link to open the changes and effects relevant to the provision you are viewing.
Prospective
20. Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director—
(a)by ordinary resolution, or
(b)by a decision of the directors.
Commencement Information
I1Sch. 3 para. 20 in force at 1.10.2009, see reg. 1
21.—(1) At the first annual general meeting all the directors must retire from office.
(2) At every subsequent annual general meeting any directors—
(a)who have been appointed by the directors since the last annual general meeting, or
(b)who were not appointed or reappointed at one of the preceding two annual general meetings,
must retire from office and may offer themselves for reappointment by the members.
Commencement Information
I2Sch. 3 para. 21 in force at 1.10.2009, see reg. 1
22. A person ceases to be a director as soon as—
(a)that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;
(b)a bankruptcy order is made against that person;
(c)a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
(d)a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
(e)by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
(f)notification is received by the company from the director that the director is resigning from office as director, and such resignation has taken effect in accordance with its terms.
Commencement Information
I3Sch. 3 para. 22 in force at 1.10.2009, see reg. 1
23.—(1) Directors may undertake any services for the company that the directors decide.
(2) Directors are entitled to such remuneration as the directors determine—
(a)for their services to the company as directors, and
(b)for any other service which they undertake for the company.
(3) Subject to the articles, a director’s remuneration may—
(a)take any form, and
(b)include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
(4) Unless the directors decide otherwise, directors’ remuneration accrues from day to day.
(5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company’s subsidiaries or of any other body corporate in which the company is interested.
Commencement Information
I4Sch. 3 para. 23 in force at 1.10.2009, see reg. 1
24. The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at—
(a)meetings of directors or committees of directors,
(b)general meetings, or
(c)separate meetings of the holders of any class of shares or of debentures of the company,
or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.
Commencement Information
I5Sch. 3 para. 24 in force at 1.10.2009, see reg. 1
Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area.
Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. No changes have been applied to the text.
Geographical Extent: Indicates the geographical area that this provision applies to. For further information see ‘Frequently Asked Questions’.
Show Timeline of Changes: See how this legislation has or could change over time. Turning this feature on will show extra navigation options to go to these specific points in time. Return to the latest available version by using the controls above in the What Version box.
Explanatory Memorandum sets out a brief statement of the purpose of a Statutory Instrument and provides information about its policy objective and policy implications. They aim to make the Statutory Instrument accessible to readers who are not legally qualified and accompany any Statutory Instrument or Draft Statutory Instrument laid before Parliament from June 2004 onwards.
Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:
This timeline shows the different points in time where a change occurred. The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. The first date in the timeline will usually be the earliest date when the provision came into force. In some cases the first date is 01/02/1991 (or for Northern Ireland legislation 01/01/2006). This date is our basedate. No versions before this date are available. For further information see the Editorial Practice Guide and Glossary under Help.
Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:
Click 'View More' or select 'More Resources' tab for additional information including: