Commonhold and Leasehold Reform Act 2002

Part 1 Memorandum and articles of association

Introduction

1 In this Schedule—

(a) “memorandum” means the memorandum of association of a commonhold association, and

(b) “articles” means the articles of association of a commonhold association.

Form and content

2 (1) Regulations shall make provision about the form and content of the memorandum and articles.

(2) A commonhold association may adopt provisions of the regulations for its memorandum or articles.

(3) The regulations may include provision which is to have effect for a commonhold association whether or not it is adopted under sub-paragraph (2).

(4) A provision of the memorandum or articles shall have no effect to the extent that it is inconsistent with the regulations.

(5) Regulations under this paragraph shall have effect in relation to a memorandum or articles—

(a) irrespective of the date of the memorandum or articles, but

(b) subject to any transitional provision of the regulations.

Alteration

3 (1) An alteration of the memorandum or articles of association shall have no effect until the altered version is registered in accordance with this paragraph.

(2) If the commonhold association makes an application under this sub-paragraph the Registrar shall arrange for an altered memorandum or altered articles to be kept in his custody, and referred to in the register, in place of the unaltered version.

(3) An application under sub-paragraph (2) must be accompanied by a certificate given by the directors of the commonhold association that the altered memorandum or articles comply with regulations under paragraph 2(1).

(4) Where the Registrar amends the register on an application under sub-paragraph (2) he shall make any consequential amendments to the register which he thinks appropriate.

Disapplication of Companies Act 1985

4 (1) The following provisions of the Companies Act 1985 (c. 6) shall not apply to a commonhold association—

(a) sections 2(7) and 3 (memorandum), and

(b) section 8 (articles of association).

(2) No application may be made under paragraph 3(2) for the registration of a memorandum altered by special resolution in accordance with section 4(1) of the Companies Act 1985 (objects) unless—

(a) the period during which an application for cancellation of the alteration may be made under section 5(1) of that Act has expired without an application being made,

(b) any application made under that section has been withdrawn, or

(c) the alteration has been confirmed by the court under that section.