105A reference in this Schedule to something done by the directors of a company includes a reference to the same thing done by a majority of the directors of a company.
Definitions used in Schedule B1, paragraph 105 2
- the company
2 Section 233B does not apply in relation to a contract for the supply of goods or services to a company (“the company”) where any of paragraphs 3 to 11 applies.
Defined in Sch.4ZZA para.2 · see it in the full Act- company
(1A) In this Schedule, “company” means—
(a)a company registered under the Companies Act 2006 in England and Wales or Scotland,
(b)a company incorporated in an EEA State ..., or
(c)a company not incorporated in an EEA State but having its centre of main interests in a member State (other than Denmark) or in the United Kingdom .
Defined in Sch.B1 para.111(1A) · see it in the full Act
Cases considering Schedule B1, paragraph 105 4
Abigal Boura v Lyhfl Limited
Interprets the provision equating an act of a majority of directors with an act of the directors as a whole. It confirms majority authority but does not remove the requirement for a properly convened board meeting or compliance with internal management rules. (see paras [5], [12]-[16], [20], [23])
Baker & Anor v London Bar Company Ltd
Interprets the provision as not overriding the ordinary rules governing the proper constitution and conduct of directors’ meetings. A majority decision therefore could not cure the failure to give effective notice to one director. (see paras [9]-[12])
Minmar (929) Ltd & Anor v Khalatschi & Anor
Interprets the reference to an act by a majority of directors. The provision does not dispense with the company’s ordinary internal-management rules, including notice, a valid meeting and a quorum (see paras [43]-[52]).
What each judgment says about Schedule B1, paragraph 105 is in the case-law panel in the full Act.
Amendments and notes
2 notes from legislation.gov.uk
Modifications
- C1481Sch. B1 paras. 98-107 modified (5.7.2018) by Housing and Planning Act 2016 (c. 22), s. 216(3), Sch. 5 Pts. 1, 2; S.I. 2018/805, reg. 3(b)
- C1497Sch. B1 para. 105 applied (with modifications) (8.7.2021) by The Payment and Electronic Money Institution Insolvency Regulations 2021 (S.I. 2021/716), regs. 2, 37, Sch. 1 para. 3, 2 paras. 4-6 (with reg. 5) (as amended (4.1.2024) by S.I. 2023/1399, regs. 1(2), 4, 11)