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Amending the articles—checklist

Amending the articles—checklist Procedure for amending the articles of association Matter to be considered or step to be taken Reference to relevant section of Companies Act 2006 (CA 2006) and/or relevant Lexis+® UK Corporate material Tick box when step complete or matter considered Preparing to amend the articles and preliminary checks Does the proposed amendment require shareholders to subscribe for further shares or increase a shareholder's liability? If yes, the shareholders' consent will be required to the proposed amendment. CA 2006, s 25A company’s constitution Does the proposed amendment vary or abrogate class rights? If yes, ensure that the procedure for varying or abrogating class rights is followed accordingly. CA 2006, s 630A company’s constitutionClass rights and variation of class rights Does the proposed amendment apply to provisions of the articles of association that are entrenched? If so, follow the relevant procedures for amending the entrenched provisions. CA 2006, s 22A company’s

Comparison between UKCG Code and QCA Code—checklist

Comparison between UKCG Code and QCA Code—checklist This Checklist looks at some of the key differences and areas of overlap between the UK Corporate Governance Code (UKCG Code) and the Quoted Companies Alliance’s (QCA) corporate governance code (QCA Code). It also considers guidance included in the QCA’s audit committee and remuneration committee guides. The UKCG Code applies to companies with a premium listing of equity shares, regardless of whether they are incorporated in the UK or elsewhere. The QCA Code does not apply to any specific category of company, although in practice it is more likely to be adopted by small and mid-sized quoted companies that do not have a premium listing. From 28 September 2018 all AIM companies are required under the AIM Rules to report against a recognised corporate governance code chosen by the board of directors. Prior to this date, there was no requirement under the AIM Rules for companies to follow a corporate governance code. However, many AIM companies voluntarily applied the principles of the UKCG...

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Unlisted public company calling an annual general meeting—flowchart

Unlisted public company calling an annual general

Private company calling a general meeting—flowchart

Private company calling a general

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Holding a general meeting of a listed public company

This Practice Note summarises the law, guidelines and market practice in relation to holding a general meeting. It is suitable for use by both practitioners and company secretaries in relation to companies with equity shares listed on the Main Market of London Stock Exchange plc (listed companies) and companies with equity shares admitted to AIM (AIM companies). For details on the notice requirements for a general meeting of a listed company or an AIM company, see Practice Note: General meetings—notice requirements for listed public companies.A general meeting of the members of a company can be called and held at any point, and any number of times, in a year in order for the members to pass resolutions to carry out certain changes or approve certain actions. Detailed requirements as regards the convening and holding of a general meeting are set out in the Companies Act 2006 (CA 2006).The CA 2006 imposes additional requirements on a public company which is also a traded company or a quoted company. This covers listed...

Holding a general meeting of a private company or unlisted public company

This Practice Note summarises the law, guidelines and market practice in relation to holding a general meeting of a private company or an unlisted public company.A general meeting of the members of a company can be called and held at any point, and any number of times, in a year in order for the members to pass resolutions to carry out certain changes or approve certain actions. Detailed requirements as regards the convening and holding of a general meeting are set out in the Companies Act 2006 (CA 2006). A company must also comply with any requirements in its articles of association in relation to convening general meetings.The CA 2006 imposes additional requirements on a public company which is also a traded company.This Practice Note deals with the law and practice in relation to holding a general meeting of a private company or an untraded public company. For a discussion on the law, guidelines and market practice in relation to holding a general meeting of a listed public company, see...

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Class rights provisions—articles

Class rights provisions—articles Add new definitions to ‘definitions’ article: A director • means any director appointed by holders of the A ordinary shares; B director • means any director appointed by holders of the B ordinary shares; A ordinary shares • means the A ordinary shares of [insert amount] each in the capital of the Company; B ordinary shares • means the B ordinary shares of [insert amount] each in the capital of the Company; eligible director • means a director who would be entitled to vote on the matter if proposed as a resolution at a meeting of directors; Add the following new clauses as required and renumber document accordingly: 1 Number of directors 1.1 The number of directors (excluding alternate directors) shall not be less than [two] in number[ nor more than [insert maximum number]] [ and shall be made up of [insert number] A directors and [insert number] B directors]. 2 Proceedings of directors 2.1 Subject to the provisions of these articles, the directors...

Board minutes—payment of cash dividend—private limited company (shares)

Board minutes—payment of cash dividend—private limited company (shares) Company number: [insert company number] [insert company name] [LIMITED OR LTD] Minutes of a meeting of the board of directors (the Meeting) of [insert company name] [Limited OR Ltd] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of any directors present, whether physically or by any remote means (unless such means are specifically excluded by the company’s articles of association)] [by [insert means of attendance for each director attending remotely]] [ In attendance: ] [[Insert name of anyone in attendance, whether physically or by any remote means, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the meeting]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair...

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What is the meaning of section 29(1)(d) of the Companies Act 2006 which refers to ‘any resolution or agreement that effectively binds all members of a class of shareholders though not agreed to by all those members’?

What is the meaning of section 29(1)(d) of the Companies Act 2006 which refers to ‘any resolution or agreement that effectively binds all members of a class of shareholders though not agreed to by all those members’? Section 17 of the Companies Act 2006 (CA 2006) makes clear that a company’s constitution, in addition to the articles of association, will include a number of other types of resolutions and agreements, as described in CA 2006, s 29. These resolutions and agreements must be forwarded to the registrar for registration and made available to members on request. CA 2006 s 29(1)(c)–(d) refer to resolutions or agreements of a class of members (as opposed to the membership as a whole). In relation to these sub-sections, see Commentary: Resolutions and agreements affecting a company's constitution: Buckley on the Companies Acts [1401], which notes: ‘It is apparently the intention to require the registration not only of resolutions or agreements for variation of class rights or other cognate matters where effected...

What is meant by ordinary or special business in the context of a company meeting?

What is meant by ordinary or special business in the context of a company meeting? The reference in traditional articles of association to ‘special business’ is not a reference to the form of resolution required to transact the business, but rather a reference to the fact that the particular business is to be specifically referred to in the notice of the meeting. For companies registered prior to 1 July 1985 which have adopted Table A to Companies Act 1948 (CA 1948), business to be conducted at a general meeting was typically described as either 'ordinary business' or 'special business' as defined in the articles and the general nature of 'special business' is to be specified in the notice of meeting. Under such articles there is usually no such requirement for ordinary business but it is typically the practice to set out the items of ordinary business in the notice without going into details. Under Table A to CA 1948, special

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Corporate weekly highlights—26 June 2025

This week's edition of Corporate weekly highlights includes news of the government publishing a policy paper in support of its Modern Industrial Strategy, focussed on economic growth and industrial renewal. Key highlights are the government moving forward with implementing the introduction of ARGA to replace the FRC as the statutory regulator for audit and corporate governance, and a 12–week consultation on amending the National Security and Investment Act 2021 foreign direct investment regime (specifically, amending the list of sectors caught by the regime). There is otherwise a focus on corporate governance issues and continuing with reforms to the UK listing regime.

Share Incentives weekly highlights—5 June 2025

This week's edition of Share Incentives weekly highlights includes: (1) a focus on executive remuneration, as the 2025 AGM season continues and (2) a new Practice Note on accounting for share-based payments.

View the latest UK Parliament Acts documents on General meeting

Companies Act 2006 (2006 c 46)

Companies Act 20062006 CHAPTER 46An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.[8th November 2006]BE IT ENACTED by the Queen's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—Part 1 General Introductory ProvisionsCompanies and Companies Acts1 Companies2 The Companies ActsTypes of company3 Limited and unlimited companies4 Private and public companies5 Companies limited by guarantee and having share capital6 Community interest companiesPart 2 Company FormationGeneral7 Method of forming company8 Memorandum of associationRequirements for registration9 Registration documents10 Statement of capital and initial shareholdings11 Statement of guarantee12 Statement of proposed officers[12A Statement of initial significant control]13 Statement of complianceRegistration and its effect14 Registration15 Issue of certificate of incorporation16 Effect of registrationPart 3 A Company's ConstitutionChapter 1 Introductory17 A company's constitutionChapter 2 Articles of...