Q&As

How can a director of a private company with Table A articles be removed due to lack of mental capacity if regulation 81 of the Companies (Tables A to F) Regulations 1985 has been excluded? Can the director be removed pursuant to the Companies Act 2006 or the Mental Capacity Act 2005?

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Published by a ½Û×ÓÊÓƵ Corporate expert
Published on: 12 January 2018

The articles and Companies Act 2006

The Companies Act 2006 (CA 2006) does not contain any provisions dealing with the mental incapacity of a director. Such issues should be dealt with in the articles of association of the company.

The Precedent: model articles—private limited company—after 28 April 2013 provides that the mental incapacity will automatically terminate a person’s appointment as a director as soon as a registered medical practitioner who is treating that director gives a written opinion to the company stating that the director has become physically or mentally incapable of acting as a director and may remain so for more than three months (Model article 18). There is no equivalent provision in the Table A articles.

However, the Companies (Tables A to F) Regulations 1985, SI 1985/805, Sch,

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United Kingdom
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Key definition:
Private company definition
What does Private company mean?

A private company is not a public company within the meaning of the Companies Act 2006 and is prohibited from making any offer of securities of the company to the public.

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