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.