Quorum for directors’ meetings
- Ensure quorum at directors' meetings Director or Officer
UK Statutory Instrument
2008
United Kingdom
Companies (Model Articles) Regulations 2008
At a glance
Enforced by
What's here
37 compliance obligations
Who this Act binds
Business-side actors with duties under this Act, ranked by how often they appear.
- Director or Officer 21
- Trader 10
- Any Person 6
Other Acts binding the same actors
For each actor bound by this Act, the other UK Acts that bind them most often. Useful for understanding the full compliance landscape facing each role.
Directors and Officers also bound by 425 other Acts (top 5 shown)
- Insolvency (England and Wales) Rules 2016 2016 161 duties
- Companies Act 2006 2006 108 duties
- Insolvency Act 1986 1986 72 duties
- The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 2008 55 duties
- The Housing Administration (England and Wales) Rules 2018 2018 26 duties
Traders also bound by 826 other Acts (top 5 shown)
- Value Added Tax Regulations 1995 1995 413 duties
- Companies Act 2006 2006 243 duties
- The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 2008 114 duties
- Insolvency (England and Wales) Rules 2016 2016 62 duties
- Building Societies Act 1986 1986 56 duties
Any Person also bound by 2338 other Acts (top 5 shown)
- Human Medicines Regulations 2012 2012 169 duties
- Merchant Shipping Act 1995 1995 144 duties
- Insolvency (England and Wales) Rules 2016 2016 101 duties
- Road Traffic Act 1988 1988 95 duties
- Air Navigation Order 2016 2016 95 duties
What this Act requires
Sections that create concrete duties on businesses or carry penalties. Procedural and definitional sections are folded into the “Browse other sections” expander at the bottom of each group. Click any section title to read the source text on legislation.gov.uk.
Schedules
Chairing of directors’ meetings
- Directors must appoint a substitute chair if chairman is absent or late Director or Officer
Conflicts of interest
- Restrict director voting on transactions where they have a personal interest Director or Officer
Records of decisions to be kept
- Keep written records of directors' decisions for at least 10 years Director or Officer
Share certificates
- Issue share certificates to each shareholder Trader
Replacement share certificates
- Issue replacement share certificates on request Director or Officer
Share transfers
- Process share transfers without charging a fee and return refused transfers Trader
Exercise of transmittees’ rights
- Notify the company if you inherit shares, or execute a transfer Any Person
Procedure for declaring dividends
- Follow proper procedure when declaring dividends Director or Officer
Chairing general meetings
- Appoint a chairman for general meetings when needed Director or Officer
Adjournment
- Adjourn general meetings when required and give notice if adjourned for more than 14 days Director or Officer
Directors to take decisions collectively
- Ensure director decisions are made collectively by majority or unanimously Director or Officer
Quorum for directors’ meetings
- Ensure quorum at directors' meetings before voting Director or Officer
Chairing of directors’ meetings
- Appoint a chair or elect one if late Director or Officer
Records of decisions to be kept
- Keep written records of directors' decisions for 10 years Director or Officer
Applications for membership
- Complete membership application in approved form and obtain director approval Any Person
Chairing general meetings
- Appoint a chairman for a general meeting if none is available Director or Officer
Adjournment
- Adjourn general meetings correctly when quorum fails or safety issues arise Director or Officer
Directors to take decisions collectively
- Make director decisions collectively by majority at meetings Director or Officer
Chairing directors’ meetings
- Directors may appoint a chair for board meetings Director or Officer
Adoption of directors’ written resolutions
- Keep a record of directors' written resolutions for 10 years Trader
Retirement of directors by rotation
- Retire at AGM and offer for reappointment under rotation rules Director or Officer
Chairing general meetings
- Appoint a chair for general meetings if no director is present Director or Officer
Adjournment
- Adjourn company general meetings when required Director or Officer
Delivery of proxy notices
- Specify proxy notification address and manage proxy notice deadlines Trader
Certificates to be issued except in certain cases
- Issue share certificates to each member Trader
Consolidated share certificates
- Issue consolidated or separate share certificates when holdings change Trader
Replacement share certificates
- Return damaged share certificate and comply with replacement conditions Any Person
Share warrants
- Do not recognise any interest in a share warrant other than the bearer's absolute right Trader
Call notices
- Pay share calls when directors demand payment Any Person
Failure to comply with call notice: automatic consequences
- Pay interest on late call payments Any Person
Effect of forfeiture
- Notify shareholders of forfeiture and record it in register of members Trader
Transfer of uncertificated shares
- Do not register transfers of uncertificated shares to more than four people Trader
Exercise of transmittees’ rights
- Notify company and execute transfers when inheriting shares Any Person
Procedure for declaring dividends
- Follow the correct procedure when declaring and paying dividends Director or Officer
Deductions from distributions in respect of sums owed to the company
- Deduct shareholder debts from dividends instead of enforcing lien Director or Officer
Non-cash distributions
- Pay non-cash distributions only with shareholder approval and matching certification Trader
Browse 141 other Schedules — structural / supplementary
Defined terms
Participation in directors’ meetings
Casting vote
Directors’ discretion to make further rules
Methods of appointing directors
Termination of director’s appointment
Directors’ remuneration
Liability of members
Directors’ expenses
All shares to be fully paid up
Powers to issue different classes of share
Company not bound by less than absolute interests
Transmission of shares
Transmittees bound by prior notices
Directors’ general authority
Payment of dividends and other distributions
No interest on distributions
Unclaimed distributions
Non-cash distributions
Waiver of distributions
Authority to capitalise and appropriation of capitalised sums
Attendance and speaking at general meetings
Quorum for general meetings
Shareholders’ reserve power
Attendance and speaking by directors and non-shareholders
Voting: general
Errors and disputes
Poll votes
Content of proxy notices
Delivery of proxy notices
Amendments to resolutions
Means of communication to be used
Company seals
Directors may delegate
No right to inspect accounts and other records
Provision for employees on cessation of business
Indemnity
Insurance
Committees
Unanimous decisions
Calling a directors’ meeting
Defined terms
Participation in directors’ meetings
Casting vote
Conflicts of interest
Directors’ discretion to make further rules
Methods of appointing directors
Termination of director’s appointment
Directors’ remuneration
Liability of members
Directors’ expenses
Termination of membership
Attendance and speaking at general meetings
Quorum for general meetings
Attendance and speaking by directors and non-members
Voting: general
Errors and disputes
Directors’ general authority
Poll votes
Content of proxy notices
Delivery of proxy notices
Amendments to resolutions
Means of communication to be used
Company seals
No right to inspect accounts and other records
Provision for employees on cessation of business
Indemnity
Insurance
Members’ reserve power
Directors may delegate
Committees
Unanimous decisions
Calling a directors’ meeting
Defined terms
Quorum for directors’ meetings
Meetings where total number of directors less than quorum
Voting at directors’ meetings: general rules
Chairman’s casting vote at directors’ meetings
Alternates voting at directors’ meetings
Conflicts of interest
Proposing directors’ written resolutions
Directors’ discretion to make further rules
Liability of members
Methods of appointing directors
Termination of director’s appointment
Directors’ remuneration
Directors’ expenses
Appointment and removal of alternates
Rights and responsibilities of alternate directors
Termination of alternate directorship
Members can call general meeting if not enough directors
Attendance and speaking at general meetings
Directors’ general authority
Quorum for general meetings
Attendance and speaking by directors and non-members
Voting: general
Errors and disputes
Demanding a poll
Procedure on a poll
Content of proxy notices
Members’ reserve power
Amendments to resolutions
No voting of shares on which money owed to company
Class meetings
Powers to issue different classes of share
Payment of commissions on subscription for shares
Company not bound by less than absolute interests
Contents and execution of share certificates
Directors may delegate
Uncertificated shares
Company’s lien over partly paid shares
Enforcement of the company’s lien
Liability to pay calls
When call notice need not be issued
Notice of intended forfeiture
Directors’ power to forfeit shares
Committees
Procedure following forfeiture
Surrender of shares
Transfers of certificated shares
Transmission of shares
Transmittees’ rights
Transmittees bound by prior notices
Procedure for disposing of fractions of shares
Directors to take decisions collectively
Calculation of dividends
Payment of dividends and other distributions
No interest on distributions
Unclaimed distributions
Waiver of distributions
Authority to capitalise and appropriation of capitalised sums
Means of communication to be used
Calling a directors’ meeting
Failure to notify contact details
Company seals
Destruction of documents
No right to inspect accounts and other records
Provision for employees on cessation of business
Indemnity
Insurance
Participation in directors’ meetings
Browse 4 other sections — procedural / definitional / commencement
Citation and Commencement
Model articles for private companies limited by shares
Model articles for private companies limited by guarantee
Model articles for public companies
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