Table A and the new Companies Act

Table A of the First Schedule to Companies Act 1963 contained the main voluntary provisions of company law for companies that were limited by shares. To date most companies incorporated under the old Acts have their provisions form part of the Articles of Association. New companies incorporated under Part 2 of the Companies Act 2014 instead have a constitution. A LTD company, private company limited by shares, has a constitution in the form of the constitution in Schedule 1 of the Act.

Many of the regulations of Table A from the Companies Acts 1963 -2013 have now been incorporated into the primary Act - the Companies Act 2014 either as voluntary provisions or as compulsory provisions. Some of the regulations of Table A are omitted altogether eg. Regs 10, 47, 52, 77, 79, 99 and 108. Reg 10 was already in the previous Companies Acts as s60 of the 1963 and regulation 99 was included in the text of s182 of the 1963 Act. A company can include some of these regulations if they wish as supplemental regulations to a new constitution.

For the procedure for conversion of an existing private limited by shares company to either a LTD company or DAC (designated activity company) during the transition period please see Information Leaflet 31. A company can alter its constitution by passing a special resolution and submitting it under section 198 Companies Act 2014. For the duration of the Transition Period, private limited by shares companies operate under the DAC legislation.

Save to the extent constitution provides otherwise
Where the regulations are incorporated into the new Act as voluntary provisions, there is reference in the Act to the effect that the section applies to a LTD company “save to the extent that the company’s constitution provides otherwise”. Therefore unless the company has disapplied the section in its constitution these sections will apply to a company incorporated as a LTD company.

Save to the extent that the company’s constitution provides otherwise relates to the following sections in the new Companies Act 2014.

  • Section 65 - Power to convert shares into stock
  • Section 66 - Shares - s. 66(4) - power of company to issue redeemable shares
  • Section 69 - Allotment of Shares - s.69(4) - Shares are only allotted by directors of the company and that the directors may allot, grant options over or otherwise dispose of shares to such persons as they may consider to be in the best interests of the company.
  • Section 77, 78 and 79 - Call on Shares - These sections deal with the procedures for a call on shares
  • Section 80 - Liens - That a company has a first and paramount lien on every share (not being fully paid up) for all moneys called or payable in respect of that share. 
  • Section 81 - Forfeiture of Shares - Section allows directors to serve notice on a member that unpaid call will result in forfeiture of those shares, which can be effected by a resolution of the directors.
  • Section 83 - Variation of Company Capital - allows company to consolidate shares, increase or reduce the nominal value of any of it shares.
  • Section 84 - Reduction in Company Capital - allows company to reduce its company capital in any way it thinks expedient by using the Summary Approval Procedure or by resolution confirmed by the court.
  • Section 88 - Variation of rights attached to special classes of shares
  • Section 94 - Transfer of shares and debentures - s.94(8) - regarding regulation of instruments and that the transfer of shares is without prejudice to the Stock Transfer Act 1963.
  • Section 95 - regarding the ability of the directors to decline to register the transfer of shares.
  • Section 96-97 - Transmission of shares in special circumstances - (death of shareholder)(mergers).
  • Section 124 and 125 - Procedure for declarations, payments of dividends.
  • Section 126 - Bonus shares
  • Section 144 - Appointment of directors.
  • Section 148 - Vacation of office of director.
  • Section 155 - Remuneration of director.
  • Sections 158 to 165 - Relating to proceedings of directors.
  • Section 178 - Convening of EGMs by members
  • Section 180 - Persons entitled to receive notice of meetings.
  • Section 181 - Notice of General Meetings - s.181(6) - the accidental omission to give notice of a meeting doesn’t invalidate the proceedings at the meeting.
  • Section 182 - Quorum - s.182(2) - 2 members present shall constitute a quorum - 1 person in single member company.
  • Sections 186 - 187 - Business of and proceedings at meetings.
  • Section 188 - Vote of members
  • Section 218 - Service of notice on members
  • Section 229 - Other Interests of directors - a director may become an officer of another company promoted by the company or in which the company may be a shareholder.
  • Section 230 - Powers of directors to act in a professional capacity for the company.

Certain areas of table A have been included in the new Companies Act as compulsory provisions. Such regulations include:

  • the form for the appointment of a proxy (s.183-184) - regulations 69 to 71 although the constitution can provide for the number of proxies that can attend.
  • the representation of bodies corporate at meetings (s.185) - regulation 74
  • the renewal of a share certificate where defaced, lost or destroyed - (s.99(6)) regulation 9
  • the signing, drawing of negotiable instruments and receipts to be done in such manner as the directors by resolution determine - (S.164) regulation 88.

Other Company Types

Part 16 of the Companies Act 2014 deals with Designated Activity Companies (private companies limited by shares or guarantee), Part 17 deals with Public Limited Companies, Part 18 with Companies Limited by Guarantee (public guarantee companies) and Part 19 deals with Unlimited Companies (public and private unlimited companies). Each Part will state which sections of the Act are dis-applied to that particular company type.

For example section 128 (single-director company) is dis-applied to all these company types as they must have a minimum of two directors. Each Part of the Act specifies the area that is different to the area dis-applied. Section 985 requires that a DAC have at least 2 directors. (This would include all private limited by shares companies incorporated under the old Companies Acts which have not completed the conversion process to the simplified LTD company type).

Provisions of existing Memorandums and Articles of Association

  • An existing company's memorandum and articles registered before the commencement of this section shall—  

    (a) save to the extent that they are inconsistent with a mandatory provision, and 
    (b) in the case of the memorandum, subject to the requirement to alter the company name
    continue in force but may be altered or added to under and in accordance with the conditions under which memorandums or articles, whenever registered, are permitted by this Act to be altered or added to.  (An existing private limited by shares company converting to a LTD company will not have a memorandum).
  • Any references in the provisions of a memorandum or articles so continued in force to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act. (An existing private limited by shares company converting to the LTD company type will not have any objects. If the company is deemed to be a LTD company at the end of the Transition Period, the objects stated in its memorandum will have no effect).
  • A company which was governed by regulations in a previous Act can continue to be governed by those regulations unless they are inconsistent with a mandatory provision of the Companies Act 2014.