Part 3

A company's constitution
Chapter 4

Miscellaneous and supplementary provisions

Other provisions with respect to a company's constitution

Constitutional documents to be provided to members
32
1
A company must, on request by any member, send to him the following documents—
a
an up-to-date copy of the company's articles;
b
a copy of any resolution or agreement relating to the company to which Chapter 3 applies (resolutions and agreements affecting a company's constitution) and that is for the time being in force;
c
a copy of any document required to be sent to the registrar under—
i
section 34(2) (notice where company's constitution altered by enactment), or
ii
section 35(2)(a) (notice where order of court or other authority alters company's constitution);
d
a copy of any court order under section 899 (order sanctioning compromise or arrangement) or section 900 (order facilitating reconstruction or amalgamation);
da
a copy of any court order under section 901F (order sanctioning compromise or arrangement for company in financial difficulty) or section 901J (order facilitating reconstruction or amalgamation);
e
a copy of any court order under section 996 (protection of members against unfair prejudice: powers of the court) that alters the company's constitution;
f
a copy of the company's current certificate of incorporation, and of any past certificates of incorporation;
g
in the case of a company with a share capital, a current statement of capital;
h
in the case of a company limited by guarantee, a copy of the statement of guarantee.
2
The statement of capital required by subsection (1)(g) is a statement of—
a
the total number of shares of the company,
b
the aggregate nominal value of those shares,
ba
the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and
c
for each class of shares—
i
prescribed particulars of the rights attached to the shares,
ii
the total number of shares of that class, ...
iii
the aggregate nominal value of shares of that class, and
d. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
If a company makes default in complying with this section, an offence is committed by every officer of the company who is in default.
4
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
S. 32 wholly in force at 1.10.2009; s. 32 not in force at Royal Assent, see s. 1300; s. 32 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. 32 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(c) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)
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
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
S. 32(2)(ba) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 6 para. 3(a); S.I. 2016/321, reg. 6(e)
S. 32(2)(d) and preceding word omitted (30.6.2016) by virtue of Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 6 para. 3(b); S.I. 2016/321, reg. 6(e)
S. 32(1)(da) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 31 (with ss. 2(2), 5(2))