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20.—(1) If an order made under regulation 16 (court approval of merger) amends—
(a)the articles of association of the UK transferee company, or
(b)any resolution or agreement in relation to the UK transferee company to which Chapter 3 of Part 3 of the Companies Act 2006 (resolutions and agreements affecting a company’s constitution) applies,
the copy of the order delivered to the registrar of companies by the UK transferee company under regulation 19 (copy of order to be delivered to the registrar of companies) must be accompanied by a copy of the company’s articles, or the resolution or agreement in question, as amended.
(2) Every copy of the company’s articles issued by the company after the order is made must be accompanied by a copy of the order, unless the effect of the order has been incorporated into the articles by amendment.
(3) In this regulation—
(a)references to the effect of the order include the effect of the cross-border merger to which the order relates; and
(b)in the case of a company not having articles, references to its articles shall be read as references to the instrument constituting the company or defining its constitution.
(4) If a UK transferee company makes default in complying with this regulation, an offence is committed by—
(a)the company, and
(b)every officer of the company who is in default.
(5) A person guilty of an offence under this regulation is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
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