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Companies Act 1985 Tables A to F amendment update

The Government has reviewed Tables A to F made under the Companies Act 1985 against provisions of the Companies Act 2006 coming into force on 1 October 2008, as set out in the published commencement timetable.

It has been concluded that none of the regulations in the current Tables (as amended on 1 October 2007 and 6 April 2008) are in conflict with those provisions being commenced and therefore no amendment will be made to the Tables in October 2008.

There is a difference in wording between the Table A provisions on directors’ conflicts of interests and the new conflicts of interests duties being commenced on 1 October 2008. In particular, regulation 85 of Table A requires a director to disclose “a material interest”, whereas the Act requirement for disclosure (in section 177) provides only that the director need not declare an interest “if it cannot reasonably be regarded as likely to give rise to a conflict of interest”. However, a company’s articles (whether or not based on Table A) cannot limit the effect of the requirement in section 177. Therefore, we have concluded that the extra complexity for businesses of having an extra interim version of Table A could not be justified by making a change to align the wording of Table A on this point.

Existing companies are advised to periodically check the content of their own articles of association to ensure that they are up to date with current company legislation.

More information about Table A can be found at the Companies House website