Companies Act 2006

601 Agreement for transfer of non-cash asset: requirement of approval by members

(1) The following conditions must have been complied with—

(a) the terms of the agreement must have been approved by an ordinary resolution of the company,

(b) the requirements of this section must have been complied with as respects the circulation to members of copies of the valuer’s report under section 599, and

(c) a copy of the proposed resolution must have been sent to the other party to the proposed agreement.

(2) The reference in subsection (1)(c) to the other party to the proposed agreement is to the person referred to in section 598(1)(a).

(3) The requirements of this section as to circulation of copies of the valuer’s report are as follows—

(a) if the resolution is proposed as a written resolution, copies of the valuer’s report must be sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him;

(b) if the resolution is proposed at a general meeting, copies of the valuer’s report must be circulated to the members entitled to notice of the meeting not later than the date on which notice of the meeting is given.