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Companies Act 2006

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Changes over time for: Section 908

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Point in time view as at 04/01/2024.

Changes to legislation:

Companies Act 2006, Section 908 is up to date with all changes known to be in force on or before 09 March 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. Help about Changes to Legislation

908Directors' explanatory report (merger)U.K.
This section has no associated Explanatory Notes

(1)The directors of each of the merging companies must draw up and adopt a report.

(2)The report must consist of—

(a)[F1the required statement explaining the effect of the compromise or arrangement,] and

(b)insofar as that statement does not deal with the following matters, a further statement—

(i)setting out the legal and economic grounds for the draft terms, and in particular for the share exchange ratio, and

(ii)specifying any special valuation difficulties.

[F2(2A)In subsection (2) “the required statement explaining the effect of the compromise or arrangement” means—

(a)in a case where a meeting is summoned under section 896 in relation to the compromise or arrangement, the statement required by section 897;

(b)in a case where a meeting is summoned under section 901C in relation to the compromise or arrangement, the statement required by section 901D.]

(3)The requirement in this section is subject to section 915 (circumstances in which reports not required) [F3, section 915A (other circumstances in which reports and inspection not required) and section 918A (agreement to dispense with reports etc).].

Textual Amendments

F3Words in s. 908(3) added (1.8.2011 with application in accordance with reg. 1(2)) by The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 (S.I. 2011/1606), reg. 7

Modifications etc. (not altering text)

C1Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

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