Companies Act 2006

[F1 360B Traded companies: requirements for participating in and voting at general meetings U.K.

(1) Any provision of a traded company's articles is void in so far as it would have the effect of—

(a) imposing a restriction on a right of a member to participate in and vote at a general meeting of the company unless the member's shares have (after having been acquired by the member and before the meeting) been deposited with, or transferred to, or registered in the name of another person, or

(b) imposing a restriction on the right of a member to transfer shares in the company during the period of 48 hours before the time for the holding of a general meeting of the company if that right would not otherwise be subject to that restriction.

(2) A traded company must determine the right to vote at a general meeting of the company by reference to the register of members as at a time (determined by the company) that is not more than 48 hours before the time for the holding of the meeting.

(3) In calculating the period mentioned in subsection (1)(b) or (2), no account is to be taken of any part of a day that is not a working day.

(4) Nothing in this section affects—

(a) the operation of—

(i) Part 22 of this Act (information about interests in a company's shares),

(ii) Part 15 of the Companies Act 1985 F2 (orders imposing restrictions on shares), or

(iii) any provision in a company's articles relating to the application of any provision of either of those Parts; or

(b) the validity of articles prescribed, or to the same effect as articles prescribed, under section 19 of this Act (power of Secretary of State to prescribe model articles).

[F3 [F4 (5) If an election is in force under section 128B in respect of a company, the reference in subsection (2) to the register of members is to be read as a reference to the register kept by the registrar under section 1080.]]]

Textual Amendments

F1 S. 360B inserted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 20 (with application as stated in reg. 1(2))

F2 1985 c. 6.

F3 S. 360B(5) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 1 para. 7

F4 S. 360B(5) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 5 para. 18; S.I. 2016/321, reg. 6(c)