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Ordinary business meaning

What does Ordinary business mean?
In company meeting practice, ordinary business describes the routine, recurring items taken at a company’s annual general meeting (agm), as distinct from special or transactional business at a general meeting. The term is not defined in the Companies Act 2006, the Irish Companies Act 2014 or the current FCA listing Rules. Earlier UK Listing Rules (pre‑1 July 2005) contained an exhaustive AGM list, now withdrawn, so usage is descriptive and article‑driven. Typical ordinary business (subject to a company’s articles/constitution) includes laying (not adopting) the annual report and accounts and the directors’ and auditor’s reports, declaring a final dividend on the board’s recommendation, re‑electing directors, and appointing or reappointing the auditor and fixing the auditor’s remuneration. Companies must exercise judgement, guided by their articles of association (or Irish constitution) and market practice when drafting AGM notices. The label is primarily a practical organising device for the agenda and explanatory materials; it does not change voting thresholds, which depend on whether a resolution is ordinary or special. Usage is broadly consistent across England & Wales, Scotland and Northern Ireland; Irish practice is similar and many Irish constitutions expressly define ordinary business. Premium listed companies should also consider FCA Listing Rules/DTRs, but classification remains driven...
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View the related Checklists about Ordinary business

CHECKLISTS
Voluntary striking off and dissolution of UK companies: Companies Act 2006 practitioner checklist (DS01, stakeholder notifications, Gazette notices and objections)

This checklist outlines the matters to be reviewed and the actions to take in order to voluntarily strike off and dissolve a company in the proper manner. Step Notes/Resources Tick box when the step is completed or the matter considered Preparing for voluntary strike off and preliminary checks Confirm that the company has not, at any time in the last three months: altered its name traded or otherwise conducted business of any kind disposed of property for consideration where the asset was held with the aim of disposing for gain in the ordinary course of business undertaken any other activity at all This does not apply if the activities above were carried out solely to make the strike off application, to conclude the company’s affairs, or to comply with a statutory obligation (for example, filing the company’s accounts or a confirmation statement), and nothing further. If the company has undertaken anything outside these exceptions, it cannot apply...

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NEWS
FTT (Tax): Exempt care supplies do not disapply UK VAT reverse charge on overseas staff; deemed supplies under VATA 1994 s 8; registration liability; no reasonable excuse

Genuine Care Homecare Services Ltd v HMRC [2026] UKFTT 235 (TC) It was common ground that the appellant was a UK state‑regulated provider of domiciliary care services exempt from VAT (see Item 9, Group 7, Schedule 9 to the Value Added Tax Act 1994 (VATA 1994) and VAT Notice 701/2). It was likewise accepted that the appellant had told HMRC of its obligation to register for VAT regarding its actual taxable consultancy and training supplies in the care sector, made in the ordinary course of business. The key questions were whether it had made deemed taxable supplies under VATA 1994, s 8, and whether its late appreciation of the implications of making those supplies amounted to a reasonable excuse for failing to notify HMRC in time of its duty to register for VAT...

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NEWS
Gotti v Perrett [2025] EWCA Civ 1168: pre‑action injunctions are ‘proceedings’; CPR 3.10 can deem N16A a claim form, enabling damages and costs on discharge (England and Wales)

Gotti v Perrett [2025] EWCA Civ 1168 What are the practical implications of this case? The circumstances addressed in this judgment, and the issues it engages, are out of the ordinary and unlikely to feature frequently. Nevertheless, as the Court of Appeal remarked when granting permission for this second appeal, the issuing of a claim form is fundamental to civil litigation in this jurisdiction. Accordingly, it has wider resonance to recognise that a pre-action application for injunctive relief amounts to ‘proceedings’ for various purposes under the CPR. It is also of note that the power in CPR 3.10 to remedy procedural errors is sufficiently expansive and effective to allow an application notice to be treated as a claim form. What was the background? The appellant, the founder of a nationwide cosmetic surgery business, became embroiled in a dispute with the respondent, an independent advocate for cosmetic surgery patients. The respondent posted a series of comments on social media which the appellant found objectionable...

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NEWS
Local government weekly—£78bn settlement, outcomes framework, housing and business rates rulings, Procurement Act payment transparency, water/planning reforms, and education and social care updates (12 February 2026)

In this issue: Local government finance Governance Social housing Education Children's social care Adult social care Public procurement Planning Healthcare Daily and weekly news alerts New and updated content Local government finance MHCLG confirms £78bn final local government finance settlement with fairer funding reforms The Ministry of Housing, Communities and Local Government has announced a £78bn Final Local Government Finance Settlement, alongside a £440m Recovery Grant boost to support the councils facing the greatest pressures, addressing deprivation and enhancing local services. The package offers multi-year certainty and features measures including writing off 90% of historic SEND deficits, a £272m increase for homelessness services, and £39.6m in mayoral capacity funding to protect people at risk of homelessness and improve local outcomes. Using an evidence-led approach, drawing on the latest indices of multiple deprivation, MHCLG says the reforms will direct a fair share to communities most affected by past reductions. See: LNB News 10/02/2026...

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PRACTICE NOTES
Thailand Foreign Investment Regime: Foreign Business Act restrictions, licensing routes (FBL/FBC), exemptions, review criteria, penalties, and interaction with merger control

1. What is the applicable legislation? The primary statute applicable to foreign direct investment (FDI) is the Foreign Business Act B.E. 2542 (A.D. 1999) (the FBA). The FBA regulates business activities undertaken by foreign individuals or entities in Thailand. Under the FBA, a “foreigner” is defined as: an individual who does not hold Thai nationality a juristic person not registered in Thailand a juristic person incorporated in Thailand where foreign ownership represents one-half or more of the total shares and/or registered capital a limited partnership or ordinary registered partnership whose managing shareholder or manager is a foreign national The FBA identifies business activities that foreign persons or entities are restricted from, or barred from, conducting in Thailand. These activities are grouped into three lists under the FBA: List 1: businesses that foreign nationals are completely prohibited from undertaking List 2: businesses that foreign nationals may carry on only with a foreign business licence from the...

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PRACTICE NOTES
Freezing, worldwide and notification injunctions in England and Wales under SCA 1981 s 37: core tests, risk of dissipation and jurisdictional developments

This Practice Note introduces freezing injunctions, explaining what they are and the different types that can be applied for. For guidance on making and responding to an application for a freezing injunction, see the following resources listed in this section: Practice Note: Freezing injunctions—the application Practice Note: Freezing injunctions—the draft order Applying for a freezing injunction—checklist Responding to a freezing injunction—checklist Precedent: Affidavit in support of a freezing injunction Precedent: Affidavit in opposition to the continuation of a freezing injunction granted without notice For examples of judgments addressing these principles in more detail, see the following Practice Notes listed below: Freezing injunctions—illustrative decisions Freezing injunctions—key and illustrative decisions (2020–2024) [Archived] What is a freezing injunction? A freezing injunction (or freezing order) is an interim order restraining a respondent from taking assets out of the jurisdiction (ie England and Wales) and/or from dealing with assets wherever they are situated (CPR 25.1(1)(f)). Freezing...

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PRACTICE NOTES
UK withholding tax on yearly interest: a practitioner’s guide to statutory exemptions, treaty relief, ceased regimes and practical compliance, including UK‑to‑UK, quoted eurobond and QPP rules

Except where an exemption or relief applies, payments of: annual interest (or amounts that tax rules treat as annual interest), and that have a UK source must be made under deduction, with the payer required to withhold and account to HMRC for UK income tax at the basic rate (20%) or, from 6 April 2027, at the savings basic rate (22%) (for more detail, see Practice Note: UK withholding tax on yearly interest). This Practice Note describes the duty to deduct (and account to HMRC for) UK income tax from UK‑source annual interest as a withholding tax, even though it is in substance a mechanism for collecting UK income tax from the UK‑based payer rather than from the recipient who: is the beneficial owner of the income, and is likely to be based outside the UK For more information on the requirement to deduct UK income tax from UK‑source annual interest, see Practice Note: Administration...

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PRECEDENTS
Gazette Notice for Rights Issue: Overseas Shareholders Without UK/EEA Address—Inspection and Collection of Prospectus and Provisional Allotment Letters (Companies Act 2006, s.562(3))

[ insert name of company ] plc (Registered in [ insert country of incorporation ] with number [ insert company number ]) [ insert description of rights issue, eg Proposed [ insert offer ratio, eg 5 for 8 ] rights issue of [ insert total number new shares to be issued ] new ordinary shares of [ insert nominal value ] each at [ insert offer price ] per ordinary share ] This notice is issued, in accordance with section 562(3) of the Companies Act 2006, to every person whose name appears on the register at the close of business on [ insert date ] (the Rights Issue Record Date) as a holder of ordinary shares of [ insert nominal value ] each (the Ordinary Shares) in [ insert name of company ] plc (the Company) who does not have a registered address in the UK or an EEA State and has...

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PRECEDENTS
Customisable precedent articles for a private company limited by guarantee (Companies Act 2006), excluding model articles

Part 1, interpretation and limitation of liability Unless the context requires otherwise, these articles use terms defined in the Companies Act 2006 (and any amending or subordinate legislation) and within these articles. Defined terms include: address; articles; bankruptcy (including similar overseas procedures); chair and chair of the meeting (articles 13 and 30); Companies Acts; director (including anyone acting as such); document (including electronic); electronic form/means and hard copy form; instrument; member; ordinary and special resolutions; eligible director; participate; proxy notice; relevant officer (non‑auditor officers of the company or any group undertaking, present or former); subsidiary; and writing (any visible representation, including electronic) The model articles are excluded. Unless otherwise stated, statutory expressions bear the meaning they had when these articles became binding. References to legislation include any modification, re‑enactment or replacement. Singular includes plural and vice versa; masculine includes feminine and neuter; persons include corporations Each member’s liability is limited to £1, payable on a winding up while a member or within one year of ceasing, towards:...

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PRECEDENTS
Board/committee minutes for AIM admission (IPO placing): approval of new ordinary share allotment and issue, directors’ interest declarations, registrar instructions and SH01 filing—Companies Act 2006

Company number: [ insert number ] [ insert company name ] PLC Minutes from a meeting of the [ committee of the ] board of directors [ (the Committee) ] (the Meeting) of [ insert name of the Company ] (the Company) Convened at [ insert place of meeting ] On [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance [ [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary,...

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Q&As
AST to a company assigned for vet use: status & LTA 1954 Part II

Section 1(1)(a) of the Housing Act 1988 (HA 1988) Under this provision in the Act, only an individual can be the tenant of an assured tenancy. Consequently, a company letting cannot qualify as an assured shorthold tenancy (AST). The HA 1988 also specifies categories of tenancy that are excluded from being ASTs, including business tenancies under the Act. As a result, the arrangement will then fall either as a common law tenancy—outside the HA 1988 and subject to ordinary contractual principles—or, where the relevant requirements are satisfied, as a business tenancy...

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Q&As
Sole trader bank account working capital in financial remedies

In financial remedy proceedings, it is usual for one party to earn on a self-employed footing as a sole trader in practice. Instead of using a separate legal personality, for example a company acting as the primary earning vehicle and paying salary and dividends, they trade in a chosen style or their own name and settle personal income tax on profits. Business costs are set off in the ordinary manner, and accounts are normally drawn up for this very purpose. Some sole traders simply run income and outgoings through a personal bank account, while others prefer to operate from a separate, dedicated business account...

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