Article 167 Special resolution under Article 165

Northern Ireland

(F11)

A special resolution required by Article 165 to be passed by a company approving the giving of financial assistance must be passed on the date on which the directors of that company make the statutory declaration required by that Article in connection with the giving of that assistance, or within the week immediately following that date.

(2)

Where such a resolution has been passed, an application may be made to the court for the cancellation of the resolution—

(a)

by the holders of not less in the aggregate than 10 per cent. in nominal value of the company's issued share capital or any class of it, or

(b)

if the company is not limited by shares, by not less than 10 per cent. of the company's members;

but the application shall not be made by a person who has consented to or voted in favour of the resolution.

(3)

Article 64(3) to (10) (litigation to cancel resolution under Article 63) applies to applications under this Article as to applications under Article 64.

(4)

A special resolution passed by a company is not effective for the purposes of Article 165—

(a)

unless the declaration made under paragraph (6) of that Article by the directors of the company, together with the auditors' report annexed to it, is available for inspection by members of the company at the meeting at which the resolution is passed,

(b)

if it is cancelled by the court on an application under this Article.

Annotations

Textual amendments

F1: Art. 167 repealed (1.10.2008 with application as mentioned in art. 5(2) of the commencing S.I.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2007/3495, arts. 5(2), 8(b), Sch. 3 Pt. 2 (with arts. 7, 12, Sch. 4 paras. 51, 52)

Notes on the whole Order

Textual amendments

F1: Order revoked (1.1.2007 for the revocation of arts. 39(4), 52, 656A(1), 658, 660, 20.1.2007 for the revocation of arts. 206-228, 246(4A)-(4E), 247(2A)(2B), 259(2A)-(2E), 261(2A), 270 and 270A (for specified purposes), 374A(3A)(6), 377(5)-(11), 380(2A)(2B)(6A), 387A(2B)-(2F)(6), 6.4.2007 for the revocation of arts. 51, 301, 302, 319, 331-337, 351, 352, 432(2)(8) (for specified purposes), 432(3)(7), 446(2)(b), 669, 677, Sch. 13 Pts. 2-4, Sch. 22, 6.4.2007 for the revocation of arts. 2 (for specified purposes), 421-423F, Sch. 7 paras. 2, 2A, 2B, 1.10.2007 for the revocation of arts. 9, 135(6), 242(1) (for specified purposes), 242ZZB, 249 (for specified purposes), 254(4)(a) (for specified purposes), 254A(2A), 260, 261, 290, 293, 300, 311, 312, 317, 318 (for specified purposes), 320-324, 326-330, 330B, 338-355, 364, 365 (for specified purposes), 374-387, 387A91)(b)-(e), 388(1)(4)(a)(c)-(m), 389-391, 392 and 393 (for specified purposes), 393A, 394, 395-396A (for specified purposes), 401, 451-454, Sch. 13 Pt. 1, Sch. 15A, Sch. 23 (for specified purposes), 6.4.2008 for the revocation of art. 2 (for specified purposes), 10A-10C, 46A(2)(4)-(6), 46A93) (for specified purposes), 68, 91, 127, 128, 192(1)(b), 193-205, 229-242ZZA, 242ZA-259, 262-289, 291, 292, 294, 318, 360(6)(7), 388(4)(b), 392, 393, 395-396A, 397A-400A, 401A, 401B, 418-420A, 680-680B, Schs. 4-11, 15B, 23 (for specified purposes), 1.10.2008 for the revocation of arts. 161-163 and 165-168 (for specified purposes), 313, 325, 356, 357, 359, 675, Sch. 23 (for specified purposes) and 1.10.2009 in so far as not already in force) by Companies Act 2006 (c. 46), ss. 1284(2), 1300(2), Sch. 16; S.I. 2006/3428, art. 2(2)(h), 3(2)(e), 4(2), 7(a)(b)(c), Sch. 1 Pt. 2, Sch. 3 Pt. 2, Sch. 4 Pt. 2 (with arts. 6, 8(2), Sch. 1 paras. 7, 8, 15, Sch. 5 Pt. 2 (which transitional provisions in Sch. 1 are revoked (1.10.2009) by S.I. 2008/2860, arts. 1(2), 6(1)(a) (with arts. 5, 8, Sch. 2)); S.I. 2007/1093, art. 5, Sch. 2 Pt. 2 (with arts. 4, 11(1), Sch. 6 paras. 1, 5); S.I. 2007/2194, arts. 2(4), 8, Sch. 2 Pt. 2 (with arts. 7, 12(2), Sch. 3) (as amended: (30.9.2007) by S.I. 2007/2607, arts. 1, 4(2)(3); (31.12.2007) by S.I. 2007/3495, arts. 2(6)(a), 11, Sch. 5 para. 2(6); and (14.1.2008) by S.I. 2007/3495, arts. 2(6)(b), 11, Sch. 5 para. 2(2)(7) (as itself amended (6.4.2008) by S.I. 2008/674, arts. 2(3), 5, Sch. 3 para. 7)); S.I. 2007/3495, art. 5(2), 8(a)(b), Sch. 2 Pt. 2, Sch. 3 Pt. 2 (with arts. 7, 9, 12, Sch. 4) (as amended (6.4.2008) by S.I. 2008/674, arts. 2(3), 5, Sch. 3 para. 6); S.I. 2008/2860, art. 3(z), 4, Sch. 2 Pt. 2 (with arts. 7, 8, 63(5), Sch. 2 paras. 1, 114 (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)) (as amended (1.10.2009) by S.I. 2009/1941, arts. 1(2), 13); and with further savings and transitional provisions (1.10.2009) in S.I. 2009/1801, reg. 1(2), Sch. 8 and S.I. 2009/1804, reg. 2(3), Schs. 1, 2