- Enforced by
- Companies House
- Status
- In Force
- Penalty ceiling
- Regulated
Does it bind you?
Business-side roles with duties under this instrument.
Director or Officer21
Trader10
Any Person6
Other Acts binding the same actors
If a role above is yours, these are the other instruments that most often bind it.
Director or Officer — also bound by 429 other Acts
Insolvency (England and Wales) Rules 2016
162 duties
Companies Act 2006
126 duties
Insolvency Act 1986
77 duties
Building Societies Act 1986
32 duties
Trader — also bound by 825 other Acts
Value Added Tax Regulations 1995
416 duties
Companies Act 2006
243 duties
Companies Act 1985
85 duties
Any Person — also bound by 2340 other Acts
Human Medicines Regulations 2012
184 duties
Merchant Shipping Act 1995
144 duties
Insolvency (England and Wales) Rules 2016
104 duties
Communications Act 2003
92 duties
Road Traffic Act 1988
92 duties
What it requires
Regulations creating concrete business duties or carrying penalties, grouped as the instrument is structured. Titles link to the source text — blue means you’re leaving for legislation.gov.uk.
4 other provisions — procedural and definitional
s.001
Citation and Commencement
s.002
Model articles for private companies limited by shares
s.003
Model articles for private companies limited by guarantee
s.004
Model articles for public companies
Schedules
Schedules
37 of 178 shown
s.sch001
Quorum for directors’ meetings
Regulated
- Ensure quorum at directors' meetingsDirector or Officer
s.sch001
Chairing of directors’ meetings
Regulated
- Directors must appoint a substitute chair if chairman is absent or lateDirector or Officer
s.sch001
Conflicts of interest
Regulated
- Restrict director voting on transactions where they have a personal interestDirector or Officer
s.sch001
Records of decisions to be kept
Regulated
- Keep written records of directors' decisions for at least 10 yearsDirector or Officer
s.sch001
Share certificates
Regulated
- Issue share certificates to each shareholderTrader
s.sch001
Replacement share certificates
Regulated
- Issue replacement share certificates on requestDirector or Officer
s.sch001
Share transfers
Regulated
- Process share transfers without charging a fee and return refused transfersTrader
s.sch001
Exercise of transmittees’ rights
Regulated
- Notify the company if you inherit shares, or execute a transferAny Person
s.sch001
Procedure for declaring dividends
Regulated
- Follow proper procedure when declaring dividendsDirector or Officer
s.sch001
Chairing general meetings
Regulated
- Appoint a chairman for general meetings when neededDirector or Officer
s.sch001
Adjournment
Regulated
- Adjourn general meetings when required and give notice if adjourned for more than 14 daysDirector or Officer
s.sch001
Directors to take decisions collectively
Regulated
- Ensure director decisions are made collectively by majority or unanimouslyDirector or Officer
s.sch002
Quorum for directors’ meetings
Regulated
- Ensure quorum at directors' meetings before votingDirector or Officer
s.sch002
Chairing of directors’ meetings
Regulated
- Appoint a chair or elect one if lateDirector or Officer
s.sch002
Records of decisions to be kept
Regulated
- Keep written records of directors' decisions for 10 yearsDirector or Officer
s.sch002
Applications for membership
Regulated
- Complete membership application in approved form and obtain director approvalAny Person
s.sch002
Chairing general meetings
Regulated
- Appoint a chairman for a general meeting if none is availableDirector or Officer
s.sch002
Adjournment
Regulated
- Adjourn general meetings correctly when quorum fails or safety issues ariseDirector or Officer
s.sch002
Directors to take decisions collectively
Regulated
- Make director decisions collectively by majority at meetingsDirector or Officer
s.sch003
Chairing directors’ meetings
Regulated
- Directors may appoint a chair for board meetingsDirector or Officer
s.sch003
Adoption of directors’ written resolutions
Regulated
- Keep a record of directors' written resolutions for 10 yearsTrader
s.sch003
Retirement of directors by rotation
Regulated
- Retire at AGM and offer for reappointment under rotation rulesDirector or Officer
s.sch003
Chairing general meetings
Regulated
- Appoint a chair for general meetings if no director is presentDirector or Officer
s.sch003
Adjournment
Regulated
- Adjourn company general meetings when requiredDirector or Officer
s.sch003
Delivery of proxy notices
Regulated
- Specify proxy notification address and manage proxy notice deadlinesTrader
s.sch003
Certificates to be issued except in certain cases
Regulated
- Issue share certificates to each memberTrader
s.sch003
Consolidated share certificates
Regulated
- Issue consolidated or separate share certificates when holdings changeTrader
s.sch003
Replacement share certificates
Regulated
- Return damaged share certificate and comply with replacement conditionsAny Person
s.sch003
Share warrants
Regulated
- Do not recognise any interest in a share warrant other than the bearer's absolute rightTrader
s.sch003
Call notices
Regulated
- Pay share calls when directors demand paymentAny Person
s.sch003
Failure to comply with call notice: automatic consequences
Regulated
- Pay interest on late call paymentsAny Person
s.sch003
Effect of forfeiture
Regulated
- Notify shareholders of forfeiture and record it in register of membersTrader
s.sch003
Transfer of uncertificated shares
Regulated
- Do not register transfers of uncertificated shares to more than four peopleTrader
s.sch003
Exercise of transmittees’ rights
Regulated
- Notify company and execute transfers when inheriting sharesAny Person
s.sch003
Procedure for declaring dividends
Regulated
- Follow the correct procedure when declaring and paying dividendsDirector or Officer
s.sch003
Deductions from distributions in respect of sums owed to the company
Regulated
- Deduct shareholder debts from dividends instead of enforcing lienDirector or Officer
s.sch003
Non-cash distributions
Regulated
- Pay non-cash distributions only with shareholder approval and matching certificationTrader
141 other schedules
s.sch001
Defined terms
s.sch001
Participation in directors’ meetings
s.sch001
Casting vote
s.sch001
Directors’ discretion to make further rules
s.sch001
Methods of appointing directors
s.sch001
Termination of director’s appointment
s.sch001
Directors’ remuneration
s.sch001
Liability of members
s.sch001
Directors’ expenses
s.sch001
All shares to be fully paid up
s.sch001
Powers to issue different classes of share
s.sch001
Company not bound by less than absolute interests
s.sch001
Transmission of shares
s.sch001
Transmittees bound by prior notices
s.sch001
Directors’ general authority
s.sch001
Payment of dividends and other distributions
s.sch001
No interest on distributions
s.sch001
Unclaimed distributions
s.sch001
Non-cash distributions
s.sch001
Waiver of distributions
s.sch001
Authority to capitalise and appropriation of capitalised sums
s.sch001
Attendance and speaking at general meetings
s.sch001
Quorum for general meetings
s.sch001
Shareholders’ reserve power
s.sch001
Attendance and speaking by directors and non-shareholders
s.sch001
Voting: general
s.sch001
Errors and disputes
s.sch001
Poll votes
s.sch001
Content of proxy notices
s.sch001
Delivery of proxy notices
s.sch001
Amendments to resolutions
s.sch001
Means of communication to be used
s.sch001
Company seals
s.sch001
Directors may delegate
s.sch001
No right to inspect accounts and other records
s.sch001
Provision for employees on cessation of business
s.sch001
Indemnity
s.sch001
Insurance
s.sch001
Committees
s.sch001
Unanimous decisions
s.sch001
Calling a directors’ meeting
s.sch002
Defined terms
s.sch002
Participation in directors’ meetings
s.sch002
Casting vote
s.sch002
Conflicts of interest
s.sch002
Directors’ discretion to make further rules
s.sch002
Methods of appointing directors
s.sch002
Termination of director’s appointment
s.sch002
Directors’ remuneration
s.sch002
Liability of members
s.sch002
Directors’ expenses
s.sch002
Termination of membership
s.sch002
Attendance and speaking at general meetings
s.sch002
Quorum for general meetings
s.sch002
Attendance and speaking by directors and non-members
s.sch002
Voting: general
s.sch002
Errors and disputes
s.sch002
Directors’ general authority
s.sch002
Poll votes
s.sch002
Content of proxy notices
s.sch002
Delivery of proxy notices
s.sch002
Amendments to resolutions
s.sch002
Means of communication to be used
s.sch002
Company seals
s.sch002
No right to inspect accounts and other records
s.sch002
Provision for employees on cessation of business
s.sch002
Indemnity
s.sch002
Insurance
s.sch002
Members’ reserve power
s.sch002
Directors may delegate
s.sch002
Committees
s.sch002
Unanimous decisions
s.sch002
Calling a directors’ meeting
s.sch003
Defined terms
s.sch003
Quorum for directors’ meetings
s.sch003
Meetings where total number of directors less than quorum
s.sch003
Voting at directors’ meetings: general rules
s.sch003
Chairman’s casting vote at directors’ meetings
s.sch003
Alternates voting at directors’ meetings
s.sch003
Conflicts of interest
s.sch003
Proposing directors’ written resolutions
s.sch003
Directors’ discretion to make further rules
s.sch003
Liability of members
s.sch003
Methods of appointing directors
s.sch003
Termination of director’s appointment
s.sch003
Directors’ remuneration
s.sch003
Directors’ expenses
s.sch003
Appointment and removal of alternates
s.sch003
Rights and responsibilities of alternate directors
s.sch003
Termination of alternate directorship
s.sch003
Members can call general meeting if not enough directors
s.sch003
Attendance and speaking at general meetings
s.sch003
Directors’ general authority
s.sch003
Quorum for general meetings
s.sch003
Attendance and speaking by directors and non-members
s.sch003
Voting: general
s.sch003
Errors and disputes
s.sch003
Demanding a poll
s.sch003
Procedure on a poll
s.sch003
Content of proxy notices
s.sch003
Members’ reserve power
s.sch003
Amendments to resolutions
s.sch003
No voting of shares on which money owed to company
s.sch003
Class meetings
s.sch003
Powers to issue different classes of share
s.sch003
Payment of commissions on subscription for shares
s.sch003
Company not bound by less than absolute interests
s.sch003
Contents and execution of share certificates
s.sch003
Directors may delegate
s.sch003
Uncertificated shares
s.sch003
Company’s lien over partly paid shares
s.sch003
Enforcement of the company’s lien
s.sch003
Liability to pay calls
s.sch003
When call notice need not be issued
s.sch003
Notice of intended forfeiture
s.sch003
Directors’ power to forfeit shares
s.sch003
Committees
s.sch003
Procedure following forfeiture
s.sch003
Surrender of shares
s.sch003
Transfers of certificated shares
s.sch003
Transmission of shares
s.sch003
Transmittees’ rights
s.sch003
Transmittees bound by prior notices
s.sch003
Procedure for disposing of fractions of shares
s.sch003
Directors to take decisions collectively
s.sch003
Calculation of dividends
s.sch003
Payment of dividends and other distributions
s.sch003
No interest on distributions
s.sch003
Unclaimed distributions
s.sch003
Waiver of distributions
s.sch003
Authority to capitalise and appropriation of capitalised sums
s.sch003
Means of communication to be used
s.sch003
Calling a directors’ meeting
s.sch003
Failure to notify contact details
s.sch003
Company seals
s.sch003
Destruction of documents
s.sch003
No right to inspect accounts and other records
s.sch003
Provision for employees on cessation of business
s.sch003
Indemnity
s.sch003
Insurance
s.sch003
Participation in directors’ meetings
Duty extraction and severity labels are Guvnor’s analysis of the instrument, not the instrument itself. Always verify against the linked source text.