Companies Act 2006 (c. 46)

Part 13 U.K. Resolutions and meetings

Modifications etc. (not altering text)

C1 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

Chapter 5 U.K. Additional requirements for quoted companies [F1 AND TRADED COMPANIES]

Textual Amendments

F1 Words in Pt. 13 Ch. 5 heading inserted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 19(5) (with application as stated in reg. 1(2))

Supplementary U.K.

352 Application of provisions to class meetings U.K.

[F2 (1) The provisions of section 341 (results of poll to be made available on website) apply (with any necessary modifications) in relation to a meeting of holders of a class of shares of a quoted company or traded company in connection with the variation of the rights attached to such shares as they apply in relation to a general meeting of the company.

(1A) The provisions of section 342 to 351 (independent report on poll) apply (with any necessary modifications) in relation to a meeting of holders of a class of shares of a quoted company in connection with the variation of the rights attached to such shares as they apply in relation to a general meeting of the company.]

(2) For the purposes of this section—

(a) any amendment of a provision contained in a company's articles for the variation of the rights attached to a class of shares, or the insertion of any such provision into the articles, is itself to be treated as a variation of those rights, and

(b) references to the variation of rights attached to a class of shares include references to their abrogation.

Textual Amendments

F2 S. 352(1)(1A) substituted for s. 352(1) (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 19(4) (with application as stated in reg. 1(2))

353 Requirements as to website availability U.K.

(1) The following provisions apply for the purposes of—

• section 341 (results of poll to be made available on website), and

• section 351 (report of independent observer to be made available on website).

(2) The information must be made available on a website that—

(a) is maintained by or on behalf of the company, and

(b) identifies the company in question.

(3) Access to the information on the website, and the ability to obtain a hard copy of the information from the website, must not be conditional on the payment of a fee or otherwise restricted.

(4) The information—

(a) must be made available as soon as reasonably practicable, and

(b) must be kept available throughout the period of two years beginning with the date on which it is first made available on a website in accordance with this section.

(5) A failure to make information available on a website throughout the period specified in subsection (4)(b) is disregarded if—

(a) the information is made available on the website for part of that period, and

(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.

354 Power to limit or extend the types of company to which provisions of this Chapter apply U.K.

(1) The Secretary of State may by regulations—

(a) limit the types of company to which some or all of the provisions of this Chapter apply, or

(b) extend some or all of the provisions of this Chapter to additional types of company.

(2) Regulations under this section extending the application of any provision of this Chapter are subject to affirmative resolution procedure.

(3) Any other regulations under this section are subject to negative resolution procedure.

(4) Regulations under this section may—

(a) amend the provisions of this Chapter (apart from this section);

(b) repeal and re-enact provisions of this Chapter with modifications of form or arrangement, whether or not they are modified in substance;

(c) contain such consequential, incidental and supplementary provisions (including provisions amending, repealing or revoking enactments) as the Secretary of State thinks fit.

Commencement Information

I1 S. 354 wholly in force at 1.10.2007; s. 354 not in force at Royal Assent, see s. 1300; s. 354 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 354 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1)