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The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008
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Amendment of provisions of articles (ss. 21 and 22)
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4.—(1) The power conferred by section 21(1) of the Companies Act 2006 (amendment of company’s articles by special resolution) does not apply—
(a)to provisions of the articles of an existing company that were not capable of being so amended immediately before 1st October 2009; or
(b)to provisions of the articles of a transitional company that were not capable of being so amended under the company’s constitution on its registration or re-registration (as the case may be).
(2) The power conferred by section 22(3)(a) of that Act (amendment of entrenched provisions of articles by agreement of all the members of the company) does not apply—
(a)to provisions of the articles of an existing company that were not capable of being so amended immediately before 1st October 2009; or
(b)to provisions of the articles of a transitional company that were not capable of being so amended under the company’s constitution on its registration or re-registration (as the case may be).
(3) References in this paragraph to provisions of the articles of an existing or transitional company include provisions of the company’s memorandum that are to be treated by virtue of section 28 of that Act as provisions of its articles.
(4) A special resolution passed before 1st October 2009 removing or amending with effect from that date any provision that as from that date is treated by virtue of section 28 of that Act as a provision of the company’s articles, has effect as if passed on that date.
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