Companies (Corporate Enforcement Authority) Act 2021


Amendment of section 91 of Principal Act

16. Section 91 of the Principal Act is amended—

(a) in subsection (1), by the deletion of “(with the result that its company capital is thereby re-organised)”,

(b) by the substitution of the following subsection for subsection (4):

“(4) A transaction to which subsection (1) applies shall not be undertaken unless—

(a) it is approved by the relevant company by employing the Summary Approval Procedure,

(b) it is approved by special resolution passed by the relevant company that is confirmed by the court under section 85 as if that resolution were providing for a reduction of the company’s company capital (and the provisions of sections 84 to 87 shall apply accordingly with the necessary modifications), or

(c) the relevant company has distributable reserves at least equivalent to the value (as stated in, or ascertainable from, the accounting records of the relevant company immediately before the transfer or disposal concerned) of the transferred or disposed assets and deducts an amount, equivalent to the value of the transferred or disposed assets, from those reserves.”,


(c) in subsection (5), by the insertion of “referred to in subsection (4)(a) or (b)” after “such a transaction”.