Q&As

Are there any provisions of the Companies Act 2006 that render section 88 of the Companies (Tables A to F) Regulations 1985 (regarding withholding notice of a board meeting from directors located outside the UK) void?

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Published on LexisPSL on 30/03/2022

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Are there any provisions of the Companies Act 2006 that render section 88 of the Companies (Tables A to F) Regulations 1985 (regarding withholding notice of a board meeting from directors located outside the UK) void?

Are there any provisions of the Companies Act 2006 that render section 88 of the Companies (Tables A to F) Regulations 1985 (regarding notice'>withholding notice of a board meeting from directors located outside the UK) void?

We have assumed that the company in question is a private company limited by shares which still has Table A articles in place.

The Companies (Tables A to F) Regulations 1985 (Table A articles), SI 1985/805, Sch, para 88 states that:

‘It shall not be necessary to give notice of a meeting to a director who is absent from the United Kingdom.’

The Model Articles did not retain this wording. The modern approach to notice of board meetings is stated in Practice Note: Directors’ decision-making—convening board meetings, which notes that where the Model Articles have been adopted any director has the power to call a meeting by giving notice of the meeting to the directors or by instructing the company secretary (if any) to do so. Notice of every meeting must be given to each director to the extent that the director has not waived their right to receive notice no later than seven days after the meeting is held. This means that a director cannot give an indefinite waiver from receiving notice of proposed board meetings. Unlike under Table A articles, SI 1985/805, Sch, para

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