Companies Act 2006

63 Exempt company: restriction on amendment of articles U.K.

(1) A private company—

(a) that is exempt under section 61 or 62 from the requirement to use “limited” (or a permitted alternative) as part of its name, and

(b) whose name does not include “limited” or any of the permitted alternatives,

must not amend its articles so that it ceases to comply with the conditions for exemption under that section.

(2) If subsection (1) above is contravened an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding [F1 one-tenth of level 5 on the standard scale][F1 one-tenth of the greater of £5,000 or level 4 on the standard scale].

(4) Where immediately before the commencement of this section—

(a) a company was exempt by virtue of section 30 of the Companies Act 1985 (c. 6) or Article 40 of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) from the requirement to have a name including the word “limited” (or a permitted alternative), and

(b) the company's memorandum or articles contained provision preventing an alteration of them without the approval of—

(i) the Board of Trade or a Northern Ireland department (or any other department or Minister), or

(ii) the Charity Commission,

that provision, and any condition of any such licence as is mentioned in section 61(1)(a)(ii) or (b)(ii) requiring such provision, shall cease to have effect.

This does not apply if, or to the extent that, the provision is required by or under any other enactment.

(5) It is hereby declared that any such provision as is mentioned in subsection (4)(b) formerly contained in a company's memorandum was at all material times capable, with the appropriate approval, of being altered or removed under section 17 of the Companies Act 1985 or Article 28 of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) (or corresponding earlier enactments).

Textual Amendments

F1 Words in s. 63(3) substituted (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 9(2) (with reg. 5(1))