Q&As

Will a director of a private company with Table A articles automatically be removed as a director on his incapacity? What happens if there are only two directors?

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Published on LexisPSL on 18/11/2016

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

  • Will a director of a private company with Table A articles automatically be removed as a director on his incapacity? What happens if there are only two directors?

It is assumed that the company is a private company limited by shares which adopted Table A in its entirety (ie, without modification) as its articles of association.

The Companies Act 2006 (CA 2006) provides that a private company limited by shares must have at least one director who is a natural person (ie, an individual) (CA 2006, ss 154–155). Table A: Butterworths Company Law Handbook [A2] provides that, unless otherwise determined by ordinary resolution, the number of directors shall not be subject to any maximum but shall be not less than two (Regulation 64). Accordingly, if there is only one director, it may be necessary to appoint an additional director or pass an ordinary resolution to modify Regulation 64. Table A, Regulations 78 and 79 provide that the company or the directors may appoint a person as a director,

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