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