Companies Act 2014

CHAPTER 7

Summary Approval Procedure

200.

Interpretation ( Chapter 7)

200. (1) In this Chapter—

“common draft terms of merger” means the common draft terms of merger referred to in section 466(1) ;

“declaration” means a declaration referred to in section 202(1)(b) ;

“merger” means a merger under Chapter 3 of Part 9 ;

“merging companies” has the same meaning as it has in Chapter 3 of Part 9 ;

“restricted activity” means an activity that is specified in—

(a) section 82 (financial assistance for acquisition of shares);

(b) section 84 (reduction in company capital);

(c) section 91 (variation of company capital on reorganisations);

(d) section 118 (prohibition on pre-acquisition profits or losses being treated in holding company's financial statements as profits available for distribution);

(e) section 239 (prohibition of loans, etc., to directors and connected persons);

(f) section 464 (merger may not be put into effect save in accordance with the relevant provisions of this Act); or

(g) section 579 (procedure for and commencement of members' voluntary winding up);

the carrying on of which is expressed by a provision of this Act to be either—

(i) prohibited unless carried on in accordance with the Summary Approval Procedure; or

(ii) authorised subject to a specified requirement that the Summary Approval Procedure be employed or, in the case of section 84 , 91 or 464 , that the Summary Approval Procedure be employed if the alternative procedure specified in section 84(2)(b) , 91(4)(b) or, as the case may be, 464(1)(b) is not employed;

“Summary Approval Procedure” shall be read in accordance with section 202 ;

“written means for passing the resolution” means—

(a) other than in the case of a merger, the means under section 193 or 194(4) for passing a special resolution;

(b) in the case of a merger, the means under section 193 for passing a unanimous resolution.

(2) A reference in the definition of “restricted activity” in subsection (1) to an activity—

(a) subject to paragraph (b), includes a reference to a procedure, transaction or arrangement;

(b) in the case of the activity falling within paragraph (g) of that definition, is a reference to the commencement of a members’ voluntary winding up.