Part 3A company’s constitution
Chapter 3Resolutions and agreements affecting a company’s constitution
29Resolutions and agreements affecting a company’s constitution
1
This Chapter applies to—
a
any special resolution;
b
any resolution or agreement agreed to by all the members of a company that, if not so agreed to, would not have been effective for its purpose unless passed as a special resolution;
c
any resolution or agreement agreed to by all the members of a class of shareholders that, if not so agreed to, would not have been effective for its purpose unless passed by some particular majority or otherwise in some particular manner;
d
any resolution or agreement that effectively binds all members of a class of shareholders though not agreed to by all those members;
e
any other resolution or agreement to which this Chapter applies by virtue of any enactment.
2
References in subsection (1) to a member of a company, or of a class of members of a company, do not include the company itself where it is such a member by virtue only of its holding shares as treasury shares.
30Copies of resolutions or agreements to be forwarded to registrar
1
A copy of every resolution or agreement to which this Chapter applies, or (in the case of a resolution or agreement that is not in writing) a written memorandum setting out its terms, must be forwarded to the registrar within 15 days after it is passed or made.
2
If a company fails to comply with this section, an offence is committed by—
a
the company, and
b
every officer of it who is in default.
3
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
4
For the purposes of this section, a liquidator of the company is treated as an officer of it.