I have noticed what I think is an error in the Companies Act 2006 - the same error occurring over the years, at least as far back as 1948.


The Act provides (section 327 - the predecessors of which were section 372 of the 1985 Act and section 136 of the 1948 Act) that a proxy may not be validly received earlier than 48 hours before a shareholder meeting is to be held. Table A (and virtually all company articles) says that a proxy may not be received later than 48 hours before the meeting is to be held, which is much more sensible.



Companies relying on Table A incorporated before the repeal of the Companies Act 1948 can argue that, as the relevant Table A formed part of a statute, Table A prevails. That is not possible after that time, when Table A moved into a statutory instrument (primary legislation trumps secondary).



At the very least, any company articles of association that do not rely on Table A, but on this issue repeat the effect of it (probably just about all of them), contravene the Companies Act prohibition and are to that extent void (in theory, anyway). The same is also probably true of all companies that do rely on Table A, starting with the original 1985 version.



Am I right? I find it hard to believe that I am and that no one seems to have noticed this in more than half a century.



Bruce Manford, Monaco