• Chapter 3 Chapter 3 Resolution And Agreements Affecting A Company's Constitution

    • 26. Resolutions And Agreements Affecting A Company’s Constitution

      (1) This Chapter applies to–
      (a) any special resolution,
      (b) any resolution or agreement agreed to by all the members that, if not so agreed to, would not have been effective for its purpose unless passed as a special resolution,
      (c) any resolution or agreement agreed to by all the members of a class of shareholders that, if not so agreed to, would not have been effective for its purpose unless passed by some particular majority or otherwise in some particular manner, and
      (d) any resolution or agreement that effectively binds all members of a class of shareholders though not agreed to by all those members.
      (2) References in subsection (1) to a member of a company, or of a class of members of a company, do not include the company itself where it is such a member by virtue only of its holding shares as treasury shares.

    • 27. Copies Of Resolutions Or Agreements To Be Forwarded To Registrar

      (1) A copy of every resolution or agreement to which this Chapter applies, or (in the case of a resolution or agreement that is not in writing) a written memorandum setting out its terms, must be forwarded to the Registrar within 14 days after it is passed or made.
      (2) If a company fails to comply with this section, a contravention of these Regulations is committed by–
      (a) the company, and
      (b) every officer of it who is in default.
      (3) A person who commits the contravention referred to in subsection (2) shall be liable to a level 1 fine.
      (4) For the purposes of this section, a liquidator of the company is treated as an officer of it.