The Companies (Companies Authorised to Register) Regulations 2009

PART 3 U.K. EFFECT OF REGISTRATION

Introduction U.K.

Interpretation of this Part U.K.

13.  In this Part—

“registration” means registration under the Companies Act 2006 in pursuance of section 1040 of that Act; and

“instrument” includes a deed of settlement, a contract of partnership or letters patent.

Transfer of property, rights and liabilities U.K.

Transfer of property, rights and liabilities U.K.

14.—(1) All property belonging to or vested in the company at the date of its registration passes to and vests in the company on registration for all the estate and interest of the company in the property.

(2) Registration does not affect the company's rights or liabilities in respect of any debt or obligation incurred, or contract entered into, by, to, with or on behalf of the company before registration.

Pending legal proceedings U.K.

15.—(1) All actions and other legal proceedings which at the time of the company's registration are pending by or against the company, or the public officer or any member of it, may be continued in the same manner as if the registration had not taken place.

(2) Execution shall not issue against the effects of any individual member of the company on any judgment, decree or order obtained in such an action or proceeding; but in the event of the company's property and effects being insufficient to satisfy the judgment, decree or order, an order may be obtained for winding up the company.

The company's constitution U.K.

Constitutional provisions to have effect as if contained in articles of association U.K.

16.—(1) All provisions contained in any enactment or other instrument constituting or regulating the company are deemed to be conditions and regulations of the company, in the same manner and with the same incidents as if so much of them as would, if the company had been formed and registered under the Companies Act 2006, be contained in registered articles of association.

(2) The provisions brought in by paragraph (1) include, in the case of a company registered as a company limited by guarantee, those of the resolution declaring the amount of the guarantee.

Power to substitute articles of association U.K.

17.  A registered company may by special resolution alter the form of its constitution by substituting articles of association for any instrument constituting or regulating the company, other than an enactment, a royal charter or letters patent.

Application of the Companies Acts U.K.

General application of the Companies Acts U.K.

18.—(1) Subject to the following regulations, the provisions of the Companies Acts apply to a registered company, and to its members and contributories, in the same manner as if it had been formed and registered under the Companies Act 2006.

(2) References in this and the following regulations to the Companies Acts—

F1 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) do not include Part 2 of the Companies (Audit, Investigation and Community Enterprise) Act 2004 M1 (community interest companies).

Textual Amendments

F1 Reg. 18(2)(a) omitted (31.12.2020) by virtue of The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 3 para. 27; 2020 c. 1, Sch. 5 para. 1(1)

Marginal Citations

M1 2004 c.27.

Exclusions U.K.

19.—(1) The model articles of association prescribed by the Secretary of State under section 19 of the Companies Act 2006 do not apply unless adopted by special resolution.

(2) Provisions relating to the numbering of shares do not apply to a joint stock company whose shares are not numbered.

Restrictions on power to alter company's constitution U.K.

20.—(1) Subject to the provisions of this Part, the company does not have power—

(a) to alter any provision contained in an enactment relating to the company,

(b) without the consent of the Secretary of State, to alter any provision contained in letters patent relating to the company.

(2) The company does not have power to alter any provision contained in a royal charter or letters patent with respect to the company's objects.

(3) Where by virtue of paragraph (1) or (2) a company does not have power to alter a provision, it does not have power to ratify acts of the directors in contravention of the provision.

Provisions as to capital structure U.K.

21.  The provisions with respect to—

(a) the re-registration of an unlimited company as limited,

(b) the powers of an unlimited company on re-registration as a limited company to provide that a portion of its share capital shall not be capable of being called up except in the event of winding up, and

(c) the power of a limited company to determine that a portion of its share capital shall not be capable of being called up except in that event,

apply notwithstanding any provisions contained in any enactment, royal charter or other instrument constituting or regulating the company.

Saving for other powers to alter company's constitution U.K.

22.—(1) Except as mentioned in paragraph (2), none of the provisions of this Part or of the Companies Acts affects any power of altering the company's constitution or regulations vested in the company by virtue of any enactment or other instrument constituting or regulating it.

(2) Paragraph (1) does not apply to the power of the court under section 996(2) of the Companies Act 2006 (protection of members against unfair prejudice: power of court to regulate the conduct of the company's affairs).

Status of banking company in Scotland U.K.

23.  A banking company in Scotland that is incorporated by virtue of registration under these Regulations is deemed a bank incorporated, constituted or established by or under an Act of Parliament.