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The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009

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Commonhold and Leasehold Reform Act 2002 (c. 15)

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195.  (1)  Schedule 3 (constitution of commonhold association) to the Commonhold and Leasehold Reform Act 2002 is amended as follows.

(2) In the heading to Part 1 for “Memorandum and Articles of Association” substitute “Articles of Association”.

(3) For paragraph 1 (introduction) substitute—

1.  In this Schedule “articles” means the articles of association of a commonhold association..

(4) In paragraph 2 (form and content)—

(a)in sub-paragraph (1) for “the memorandum and articles” substitute “the articles”;

(b)in sub-paragraphs (2) and (4) for “memorandum or articles” substitute “articles”;

(c)in sub-paragraph (5)—

(i)in the opening words, for “a memorandum or articles” substitute “articles”, and

(ii)in paragraph (a) for “memorandum or articles” substitute “articles”;

(d)after sub-paragraph (5) insert—

(6) Section 20 of the Companies Act 2006 (default application of model articles) does not apply to a commonhold association..

(5) In paragraph 3 (alteration)—

(a)in sub-paragraph (1)(1)—

(i)for “memorandum or articles” substitute “articles”;

(ii)for “specified in its memorandum” substitute “specified in its articles”;

(b)in sub-paragraph (2) for “an altered memorandum or altered articles” substitute “altered articles”;

(c)in sub-paragraph (3) for “memorandum or articles” substitute “articles”.

(6) Omit paragraph 4 (disapplication of Companies Act 1985).

(7) In paragraph 5 (pre-commonhold period)—

(a)for “land specified in its memorandum” substitute “land specified in its articles”;

(b)for “the memorandum” substitute “the association’s memorandum of association”.

(8) In paragraph 6(2) (membership during transitional period) for “the memorandum” substitute “the association’s memorandum of association”.

(9) In paragraph 11 (effect of registration as member), for “section 352 of the Companies Act 1985” substitute “section 113 of the Companies Act 2006”.

(10) In paragraph 14 (register of members)—

(a)in sub-paragraph (1), for “section 352 of the Companies Act 1985” substitute “section 113 of the Companies Act 2006”;

(b)in sub-paragraph (4), for “a requirement of section 352 for the purposes of section 352(5) (fines)” substitute “a requirement of section 113 for the purposes of section 113(7) and (8) (offences)”.

(11) For paragraph 15 substitute—

Supplementary provisions

15.  (1)  Section 112(1) of the Companies Act 2006 (initial members of company) applies to a commonhold association subject to the provisions of this Schedule.

(2) The following provisions of that Act do not apply to a commonhold association—

  • section 112(2) (new members);

  • section 136 (membership of holding company)..

(12) In paragraph 16 (name of association), in paragraph (a), for “Companies Act 1985” substitute “Companies Act 2006”.

(13) In paragraph 17—

(a)for the heading substitute “Statement of compliance”;

(b)for “section 12 of the Companies Act 1985 (registration: compliance with Act)” substitute “section 13 of the Companies Act 2006 (registration: statement of compliance)”.

(1)

Paragraph 3(1) was amended by the Companies Act 2006 (c.46), section 1283.

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