Definitions used in section 154
- company
“company” means a company formed and registered under this Act, that is—
Defined in s.1(1) · see it in the full Act(a)a company so formed and registered after the commencement of this Part, or
(b)a company that immediately before the commencement of this Part—
(i)was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or
(ii)was an existing company for the purposes of that Act or that Order,
(which is to be treated on commencement as if formed and registered under this Act).
(4) In this section and that Schedule “company” includes any body corporate.
Defined in s.1159(4) · see it in the full Act- director
In the Companies Acts “director” includes any person occupying the position of director, by whatever name called.
Defined in s.250 · see it in the full Act
Cases considering section 154 (3)
KRF Services (UK) Ltd & Ors, Re
The court confirmed that Parliament permits a private company to have a single director and that a company is not prevented from having one director merely because it previously had more. (see paras [24], [29])
In the matter of: Active Wear Limited
Confirms that a private company may have at least one director. That statutory minimum supports the construction that article 7(2) can operate for a sole-director company. (see paras [10], [12]) Confirms that a private company may have only one director, a relevant contextual feature in construing article 7(2). (see para [12])
Ranson v Customer Systems Plc
Applies the statutory minimum director requirements in distinguishing the office of director from employment: a private company must have at least one director and a public company at least two. (see para [20])
What each judgment says about section 154 is in the case-law panel in the full Act.
281.This section replaces section 282 of the 1985 Act. It distinguishes between private and public companies. It retains the requirement for a private company to have at least one director and requires all public companies to have at least two. There will no longer be an exception for public companies registered before 1st November 1929 (or before 1st January 1933 in Northern Ireland).