Directors retire by rotation

Directors retire by rotation

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The Articles of a limited company state that the directors retire by rotation (normally this has been excluded with other Articles that I have dealt with.)

The Directors do not want to retire.

How do you get round this.....? The Articles have not been altered and the previous accountant has not mentioned anything within the accounts over the last few years..... Could this have been dealt with at the AGM?
MICHAEL B

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By steveoneill
06th Dec 2005 13:46

Elective resolution
The retirement of Directors is at every AGM. If the company has filed an elective resolution not to hold AGM's then rotation ceases to have an effect and the complications it brings can be ignored.

If the company holds AGM's then rotation and its complexities still applies. You will have to amend your Articles accordingly.

The company law reform bill has just started its passage through parliament and should be in force in early 2007. When this is passed companies will have the opportunity to change their existing mem & arts to the new simplified "common" version will will automatically have the efect of not holding AGM's, laying of accounts etc, as well as the option for not having a company secretary.

So before making any wholesale amendments to your articles, (without knowing the whole Articles), I would file elective resolutions to dispense with the holding of AGMs and to dispense with the laying of accounts before general meeting.

This should buy the time you need to wait for the new bill and then make a desicion as to the adoption of the new simpler Mem & Arts.


Steve O'Neill
Business Tax Centre
Company Formation Agents

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By User deleted
06th Dec 2005 16:02

Thank you Steve.... We always use your company anyway for Incorporations.... excellant service... and this problem does not arise as rotation is excluded......but I am afraid we took this one over...thanks again Michael B

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By georgina01
30th Mar 2015 15:50

Directors Retirement by Rotation

In our 1948 articles of association there is a requirement for a 3rd of directors to retire at the AGM.

 

I know that new legislation removes the requirement to hold an AGM and with it the rotational retirement of directors, but if the members wish to keep these requirements in the articles can they do so.

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