The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007

Resolutions and agreements affecting a company’s constitution

1.—(1) In section 31(2) (resolution of directors changing of name of company to comply with direction of Secretary of State), omit the second sentence and after that subsection insert—

“(2A) Where such a resolution is passed by the directors, the company must give notice to the registrar of companies of the change.

(2B) Where a company changes its name under this section, the registrar of companies shall (subject to section 26) enter the new name on the register in place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case; and the change of name has effect from the date on which the altered certificate is issued.

(2C) A change of name by a company under this section does not affect any right or obligations of the company or render defective any legal proceedings by or against it; and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.”.

(2) In section 51(4) (re-registration of unlimited company as limited: procedural requirements)—

(a) omit the words from “The special resolution” to “15 days); and”; and

(b) for “under section 380” substitute “under section 30 of the Companies Act 2006”.

(3) In section 80(8) (resolution of company giving, varying, revoking or renewing authority of directors to allot shares), omit the words from “but it is in any case subject to section 380” to the end and substitute “but in any case Chapter 3 of Part 3 of the Companies Act 2006 (resolutions affecting a company’s constitution) applies to it.”.

(4) In section 128(1) (registration of particulars of special rights) for “section 380” substitute “section 30 of the Companies Act 2006”.

(5) In section 129(1) (registration of newly created class rights) for “section 380” substitute “section 30 of the Companies Act 2006”.

(6) In section 147(2) (resolution of directors altering memorandum on company ceasing to be public company following acquisition of its own shares), for the second sentence substitute “Chapter 3 of Part 3 of the Companies Act 2006 (resolutions affecting a company’s constitution) applies to such a resolution.”.

(7) In section 156(5)(a) (financial assistance by private company for acquisition of its own shares: statutory declaration to be delivered to registrar along with copy of special resolution), for “section 380” substitute “section 30 of the Companies Act 2006”.

(8) In section 166 (authority for market purchase of own shares), for subsection (7) substitute—

“(7) Chapter 3 of Part 3 of the Companies Act 2006 (resolutions affecting a company’s constitution) applies to a resolution of a company conferring, varying, revoking or renewing authority under this section.”.

(9) In section 380(2) (resolutions or agreements to be embodied in copies of articles issued by the company), for “every such resolution or agreement” substitute “every resolution or agreement to which Chapter 3 of Part 3 of the Companies Act 2006 applies (resolutions and agreements affecting a company’s constitution) and which is”.

(10) In section 699 (oversea companies: provisions applying to Channel Islands and Isle of Man companies)—

(a) in subsection (1) after “of this Act” insert “and the Companies Act 2006”; and

(b) in subsection (3) for the words from “section 380” to “15 days)” substitute “Chapter 3 of Part 3 of the Companies Act 2006 (resolutions and agreements affecting a company’s constitution)”.