Companies Act 2014
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CHAPTER 7 Summary Approval Procedure | ||
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Interpretation (Chapter 7) | ||
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200. (1) In this Chapter— | ||
“common draft terms of merger” means the common draft terms of merger referred to in section 466 (1); | ||
“declaration” means a declaration referred to in section 202 (1)(b); | ||
“merging companies” has the same meaning as it has in Chapter 3 of Part 9 ; | ||
“restricted activity” means an activity that is specified in— | ||
(a) section 82 (financial assistance for acquisition of shares); | ||
(b) section 84 (reduction in company capital); | ||
(c) section 91 (variation of company capital on reorganisations); | ||
(d) section 118 (prohibition on pre-acquisition profits or losses being treated in holding company's financial statements as profits available for distribution); | ||
(e) section 239 (prohibition of loans, etc., to directors and connected persons); | ||
(f) section 464 (merger may not be put into effect save in accordance with the relevant provisions of this Act); or | ||
(g) section 579 (procedure for and commencement of members' voluntary winding up); | ||
the carrying on of which is expressed by a provision of this Act to be either— | ||
(i) prohibited unless carried on in accordance with the Summary Approval Procedure; or | ||
(ii) authorised subject to a specified requirement that the Summary Approval Procedure be employed or, in the case of section 84 , 91 or 464 , that the Summary Approval Procedure be employed if the alternative procedure specified in section 84 (2)(b), 91 (4)(b) or, as the case may be, 464(1)(b) is not employed; | ||
“Summary Approval Procedure” shall be read in accordance with section 202 ; | ||
“written means for passing the resolution” means— | ||
(a) other than in the case of a merger, the means under section 193 or 194 (4) for passing a special resolution; | ||
(b) in the case of a merger, the means under section 193 for passing a unanimous resolution. | ||
(2) A reference in the definition of “restricted activity” in subsection (1) to an activity— | ||
(a) subject to paragraph (b), includes a reference to a procedure, transaction or arrangement; | ||
(b) in the case of the activity falling within paragraph (g) of that definition, is a reference to the commencement of a members' voluntary winding up. |