Rotation of directors under CA06

Posted by pkhaynes PM | on Fri, 16/04/2010 - 14:21  393  1 comment | report

A 1985CA incorporated  private company (Nov 08) follows Table A so that at the first AGM all  are due to retire and then every one third retire in successive year.

Under CA06 AGMs no longer exist does this mean that the directors do not need to 'retire' as the articles refer to a Meeting that no longer exists or should an General Meeting be called each year and the directors retire in accordance with Table A.

Thanks

Comments

Rotation of Directors at AGMs

alastairfriend@... | Fri, 16/04/2010 - 15:46 | Permalink

The answer to your question lies in the transitional provisions in para 32 of Sch 3 of the Third Companies Act 2006 Commencement Order, where it states that a private company need only hold an AGM if its articles expressly require it to do so. The key word is, in this context,  'expressly'.  These transitional provisions confirm that   one or more directors having to retire at an AGM is not to be treated as an express  provision and therefore no meeting is required. Therefore a private (non traded) company with 1985 Table A ceased to have to hold an AGM after 1 October 2007. A  company with reg 47 or similiar 1948 Table A, will  have to hold one unless it passed an elective resolution to dispense with the need to hold one before 1 October 2007 or until it changes its articles.

I hope this helps.

Alastair

 

 

 

 

 

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