Mems and Arts and Companies Act

[2Btoo]

Quickie: if a company is incorporated pre-2006 and the Mems and Arts contain a phrase that contradicts the Companies Act, which takes precedence? The phrase in the Mems and Arts or the updated Companies Act?

I'm assuming that the law always takes precedence. Is this wrong?

Thanks.

[wattsm666]

M&A override companies act

[2Btoo]

Thanks...that seems to contradict what I've read elsewhere.

For clarity, these are mems and arts that were written and haven't been amended since the 1960's which still refer to Table A. The Companies Act contradicts the mems and arts in relation to conflict of interest of directors. My understanding (although I'll happily bow to greater wisdom) is that the later statute overrides the earlier mems and arts.

Thanks for your help.

[Eric Mc]

2Btoo said:

Quickie: if a company is incorporated pre-2006 and the Mems and Arts contain a phrase that contradicts the Companies Act, which takes precedence? The phrase in the Mems and Arts or the updated Companies Act?

I'm assuming that the law always takes precedence. Is this wrong?

Thanks.

Contradicts WHICH Companies Act?

[2Btoo]

Eric,

The articles say that a director has a vote in company meetings on matters in which he has an 'interest' and cites Companies Act 1948 Table A, which I believe is silent on conflicts of interest.

Subsequent legislation (Company Act 2006) gives clear rules about conflicts of interest.

A director is trying to act in a way that is in clear breach of CA2006 and claims that this is OK because the articles haven't been updated and hence CA1948 still applies.

I think that this is incorrect.

Thanks for your help.

[Eric Mc]

A company has to be compliant with the most recent version of the relevant law. That would mean the 2006 Companies Act takes precedence over the 1948 Act.

[2Btoo]

Eric,

Thanks. That's exactly as I understand it.

Thanks for your help .

[MustangGT]

wattsm666 said:

M&A override companies act

Not true, statutory law trumps M&A.

[wheelerc]

2Btoo said:

A director is trying to act in a way that is in clear breach of CA2006 and claims that this is OK because the articles haven't been updated and hence CA1948 still applies.

It may be worth getting them to agree that their actions breach the 2006 act (in writing, ideally) before letting them know it is the one which applies...

[wattsm666]

MustangGT said:

Not true, statutory law trumps M&A.

Not always, articles can exclude certain company law provisions. This is a good article

https://www.girlings.com/latest/can-articles-assoc...

[MustangGT]

wattsm666 said:

MustangGT said:

Not true, statutory law trumps M&A.

Not always, articles can exclude certain company law provisions. This is a good article

https://www.girlings.com/latest/can-articles-assoc...

Only for areas which are permitted, not in general.