SCHEDULE 1CONSEQUENTIAL AMENDMENTS

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) M1—

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) ”.