Company Directors/Secretaries
Discussion
I don't think there is an upper or lower age limit. However, directors under the age of 18 can't legally enter into contracts so their usefulness could be limited.
The role of secretary is being abolished under new company legislation - although companies that currently have secretaries (i.e. all of them) will continue to need to have one unless they change their Memorandum and Articles of Association.
I assume that the standard Memorandum and Articles drafted up for companies being formed after the new rules come into effect will automatically delete any reference to a Company Secretary.
The role of secretary is being abolished under new company legislation - although companies that currently have secretaries (i.e. all of them) will continue to need to have one unless they change their Memorandum and Articles of Association.
I assume that the standard Memorandum and Articles drafted up for companies being formed after the new rules come into effect will automatically delete any reference to a Company Secretary.
With apologies to Jasandjules for the temporary thread hijack (promise)...
Eric Mc said:
The role of secretary is being abolished under new company legislation - although companies that currently have secretaries (i.e. all of them) will continue to need to have one unless they change their Memorandum and Articles of Association.
How is that done Eric?A Special Resolution needs to be passed at a General Meeting of the Members (i.e. shareholders).
Once the Resolution is passed, the Memorandum and Articles of the company can be amended. The wording of the Resolution needs to be filed at Companies House - for which they will charge you.
Once the Resolution is passed, the Memorandum and Articles of the company can be amended. The wording of the Resolution needs to be filed at Companies House - for which they will charge you.
Edited by Eric Mc on Saturday 27th October 11:33
Jasandjules said:
Am I right in thinking there is an age limit to becoming a company Director/Secretary?
Is that going to stand in line of Age Discrim laws?
Believe they only really stop you from employing someone on the basis they are too old, not the other way about?Is that going to stand in line of Age Discrim laws?
Eric Mc said:
I don't think there is an upper or lower age limit. However, directors under the age of 18 can't legally enter into contracts so their usefulness could be limited.
16 and up can enter a contract legally in Scotland 
emicen said:
Jasandjules said:
Am I right in thinking there is an age limit to becoming a company Director/Secretary?
Is that going to stand in line of Age Discrim laws?
Believe they only really stop you from employing someone on the basis they are too old, not the other way about?Is that going to stand in line of Age Discrim laws?
Eric Mc said:
I don't think there is an upper or lower age limit. However, directors under the age of 18 can't legally enter into contracts so their usefulness could be limited.
16 and up can enter a contract legally in Scotland The acid test of a contract's legality is whether the minor is aware enough of the contract's obligations before entering into it. For example, logically it *must* be the case that minors can enter into contracts legally, as they buy things from shops.
I also remember a case law about a minor who entered into a contract to get some suits made up - he was some kind of performer 100 years ago or something. His agent then cancelled the contract later, the ruling was that the contract should stand as the minor was able to make his own informed decisions.
So, in a nutshell it is my belief that there is no lower age limit for contracts. With regard to Companies House however, if the person who is under 18 is *a lot* under 18 whereby it could be said that they don't fully understand what they are getting into then this would give then grounds to reject the application IMHO.
Edited by JustinP1 on Sunday 28th October 13:58
Edited by JustinP1 on Sunday 28th October 13:59
Maybe I should have been clearer.
I think the situation is that any contract entered into by a legal minor (i.e. under 18 years of age) cannot be legally enforced.
Some contracts by minors can be enforced if an over 18 has acted as guarantor.
When studying my contract law (admittedly over 30 years ago now) I seem to remember lots of cases where contracts were deemed unenforceable because one of the parties was a minor. The two cases I remember related to buying a waistcoat and the other to a professional boxer and the contarct with his manager. They were both very old cases and related to chaps who were 20 or so. In those days, the age of acquiring legal majority was 21.
I think the situation is that any contract entered into by a legal minor (i.e. under 18 years of age) cannot be legally enforced.
Some contracts by minors can be enforced if an over 18 has acted as guarantor.
When studying my contract law (admittedly over 30 years ago now) I seem to remember lots of cases where contracts were deemed unenforceable because one of the parties was a minor. The two cases I remember related to buying a waistcoat and the other to a professional boxer and the contarct with his manager. They were both very old cases and related to chaps who were 20 or so. In those days, the age of acquiring legal majority was 21.
JustinP1 said:
emicen said:
Jasandjules said:
Am I right in thinking there is an age limit to becoming a company Director/Secretary?
Is that going to stand in line of Age Discrim laws?
Believe they only really stop you from employing someone on the basis they are too old, not the other way about?Is that going to stand in line of Age Discrim laws?
Eric Mc said:
I don't think there is an upper or lower age limit. However, directors under the age of 18 can't legally enter into contracts so their usefulness could be limited.
16 and up can enter a contract legally in Scotland The acid test of a contract's legality is whether the minor is aware enough of the contract's obligations before entering into it. For example, logically it *must* be the case that minors can enter into contracts legally, as they buy things from shops.
I also remember a case law about a minor who entered into a contract to get some suits made up - he was some kind of performer 100 years ago or something. His agent then cancelled the contract later, the ruling was that the contract should stand as the minor was able to make his own informed decisions.
So, in a nutshell it is my belief that there is no lower age limit for contracts. With regard to Companies House however, if the person who is under 18 is *a lot* under 18 whereby it could be said that they don't fully understand what they are getting into then this would give then grounds to reject the application IMHO.
Edited by JustinP1 on Sunday 28th October 13:58
Edited by JustinP1 on Sunday 28th October 13:59
However, legally speaking you have to be 18 to be able to purchase a house in E+W because before then a contract is not valid.
In Scotland the age is 16 but there is some scope for restitution should a 16 or 17yr old take the matter to a court who decides that the contract was unjust in as much as an informed adult would not have entered in to it (cant be bothered digging out my notes and checking my wording and the exact terms but thats the gist of it).
emicen said:
JustinP1 said:
emicen said:
Jasandjules said:
Am I right in thinking there is an age limit to becoming a company Director/Secretary?
Is that going to stand in line of Age Discrim laws?
Believe they only really stop you from employing someone on the basis they are too old, not the other way about?Is that going to stand in line of Age Discrim laws?
Eric Mc said:
I don't think there is an upper or lower age limit. However, directors under the age of 18 can't legally enter into contracts so their usefulness could be limited.
16 and up can enter a contract legally in Scotland The acid test of a contract's legality is whether the minor is aware enough of the contract's obligations before entering into it. For example, logically it *must* be the case that minors can enter into contracts legally, as they buy things from shops.
I also remember a case law about a minor who entered into a contract to get some suits made up - he was some kind of performer 100 years ago or something. His agent then cancelled the contract later, the ruling was that the contract should stand as the minor was able to make his own informed decisions.
So, in a nutshell it is my belief that there is no lower age limit for contracts. With regard to Companies House however, if the person who is under 18 is *a lot* under 18 whereby it could be said that they don't fully understand what they are getting into then this would give then grounds to reject the application IMHO.
Edited by JustinP1 on Sunday 28th October 13:58
Edited by JustinP1 on Sunday 28th October 13:59
However, legally speaking you have to be 18 to be able to purchase a house in E+W because before then a contract is not valid.
In Scotland the age is 16 but there is some scope for restitution should a 16 or 17yr old take the matter to a court who decides that the contract was unjust in as much as an informed adult would not have entered in to it (cant be bothered digging out my notes and checking my wording and the exact terms but thats the gist of it).
Pretty sure on the contract scenario though. Out of interest I have just found this on the Companies House website whch answers the OP's question:
Companies House said:
Is there a minimum age under which an individual is barred from acting as a company director?
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director. There will be exceptions to this general rule and we are open to persuasion. If an applicant insists we would have to accept an underage appointment but applicants should bear in mind that such an appointment may damage the credibility of their company for people who examine its public record.
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director. There will be exceptions to this general rule and we are open to persuasion. If an applicant insists we would have to accept an underage appointment but applicants should bear in mind that such an appointment may damage the credibility of their company for people who examine its public record.
Eric Mc said:
Like everything legal in the UK - it's not all that clear cut, is it?
Ha, ha, yes!Indeed, even the CH advice states:
There will be exceptions to this general rule and we are open to persuasion. If an applicant insists we would have to accept an underage appointment...
The first fact makes it sound like it is your responsibility to 'prove' that an underage applicant is suitable but then goes onto make it seem like they have no right to refuse an application on these grounds.
Eric Mc said:
You can't register a new company without a Secretary at the moment. The new rule doesn't come into effect until April 2008.
I'm sure you're right, without doubt you have professional knowledge about such things, and I simply dont. However, I have been doing some reading, and I understood from that reading that the Articles and the Memorandum "can" say anything that you like.Clearly that leaves the question, will those documents stand in law? Presumably if you have a good lawyer, then you can get whatever you want?
Perhaps I should pose the question slightly differently....
Are there currently any British limited companies that do not have a company secretary? Perhaps not.
As I say I don't really know, but I understood that the new law made it easier, rather than possible to have a Limited company without a secretary. Perhaps it's worth just waiting until April anyhow!
Edited by dilbert on Sunday 28th October 19:45
The question of whether a company director or secretary is a minor isn't really relevant for the question of whether they can enter a valid contract on behalf of the company as it is the company, not the minor that enters into the contract, so the rules on minors and contracts don't apply. If the company wants to appoint a minor then (subject to changes that may apply with the new Companies Act) they can do so. People may not feel happy about dealing with a minor, but that's not a legal issue.
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