Companies Act 2006

Effect of provisions in company's articles U.K.

145 Effect of provisions of articles as to enjoyment or exercise of members' rights U.K.

(1) This section applies where provision is made by a company's articles enabling a member to nominate another person or persons as entitled to enjoy or exercise all or any specified rights of the member in relation to the company.

(2) So far as is necessary to give effect to that provision, anything required or authorised by any provision of the Companies Acts to be done by or in relation to the member shall instead be done, or (as the case may be) may instead be done, by or in relation to the nominated person (or each of them) as if he were a member of the company.

(3) This applies, in particular, to the rights conferred by—

(a) sections 291 and 293 (right to be sent proposed written resolution);

(b) section 292 (right to require circulation of written resolution);

(c) section 303 (right to require directors to call general meeting);

(d) section 310 (right to notice of general meetings);

(e) section 314 (right to require circulation of a statement);

[F1 (ea) section 319A (right to ask question at meeting of traded company);]

(f) section 324 (right to appoint proxy to act at meeting);

(g) section 338 (right to require circulation of resolution for AGM of public company); and

[F2 (ga) section 338A (traded companies: members' power to include matters in business dealt with at AGM);]

[F3 (gb) 360AA (traded companies: confirmation of receipt of electronic voting);]

[F4 (gc) 360BA (traded companies: right to confirmation of vote after a general meeting);] 

(h) section 423 (right to be sent a copy of annual accounts and reports).

(4) This section and any such provision as is mentioned in subsection (1)—

(a) do not confer rights enforceable against the company by anyone other than the member, and

(b) do not affect the requirements for an effective transfer or other disposition of the whole or part of a member's interest in the company.

Textual Amendments

F1 S. 145(3)(ea) inserted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 12(2) (with application as stated in reg. 1(2))

F2 S. 145(3)(ga) inserted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 17(2) (with application as stated in reg. 1(2))

F3 S. 145(3)(gb) inserted (3.9.2020) by The Companies (Shareholders Rights to Voting Confirmations) Regulations 2020 (S.I. 2020/717), regs. 1(2), 4(2) (with reg. 2)

F4 S. 145(3)(gc) inserted (3.9.2020) by The Companies (Shareholders Rights to Voting Confirmations) Regulations 2020 (S.I. 2020/717), regs. 1(2), 5(2) (with reg. 3)

Commencement Information

I1 S. 145 wholly in force at 1.10.2007; s. 145 not in force at Royal Assent see s. 1300; s. 145 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(c) (with savings in art. 12 and with transitional provisions and savings in Sch. 3 and subject to transitional adaptations specified in Sch. 1)