SCHEDULE 2TRANSITIONAL PROVISIONS AND SAVINGS

Provisions of memorandum treated as provisions of articles (s. 28)9

1

A company whose articles are deemed by virtue of section 28 of the Companies Act 2006 to contain provisions formerly in its memorandum may comply with any obligation to send a person a copy of its articles—

a

by appending to a copy of the other provisions of the articles a copy of the provisions of its old-style memorandum that are deemed to be provisions of the articles, or

b

by sending together with a copy of the other provisions of the articles a copy of its old-style memorandum indicating the provisions that are deemed to be provisions of the articles.

2

References in sub-paragraph (1) to a company’s “old-style memorandum” are—

a

in the case of an existing company, to its memorandum of association as it stood immediately before 1st October 2009;

b

in the case of a transitional company, to its memorandum of association as it stood on its registration or re-registration (as the case may be) apart from the operation of section 28.