Section 644: Registration of resolution and supporting documents, Companies Act 2006

The statement of capital must state with respect to the company's share capital as reduced by the resolution—

the total number of shares of the company,

the aggregate nominal value of those shares,

the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

for each class of shares—

prescribed particulars of the rights attached to the shares,

the total number of shares of that class, and

the aggregate nominal value of shares of that class, ...

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The registrar must register the documents delivered to him under subsection (1) on receipt.

The resolution does not take effect until those documents are registered.

The company must also deliver to the registrar, within 15 days after the resolution is passed, a statement by the directors confirming that the solvency statement was—

made not more than 15 days before the date on which the resolution was passed, and

provided to members in accordance with section 642(2) or (3).

The validity of a resolution is not affected by—

a failure to deliver the documents required to be delivered to the registrar under subsection (1) within the time specified in that subsection, or

a failure to comply with subsection (5).

If the company delivers to the registrar a solvency statement that was not provided to members in accordance with section 642(2) or (3), an offence is committed by every officer of the company who is in default.

If default is made in complying with this section, an offence is committed by—

the company, and

every officer of the company who is in default.

A person guilty of an offence under subsection (7) or (8) is liable—

on conviction on indictment, to a fine;

on summary conviction, to a fine not exceeding the statutory maximum.

Section 644: Registration of resolution and supporting documents

Discussed in

About this text