Explanatory note

This Order makes provision consequential on the Scottish National Investment Bank Act 2020. The Order disapplies section 22(3)(a) of the Companies Act 2006 in relation to the Scottish National Investment Bank p.l.c. (“the Bank”), a company established in accordance with the Scottish National Investment Bank Act 2020.

Section 22 of the Companies Act 2006 allows for provisions of a company’s articles of association to be entrenched, meaning that they cannot be amended or repealed unless certain conditions are met or procedures complied with. Subsection (3)(a), however, allows an entrenching provision to be overridden if all members of a company agree to override it.

Section 31 of the Scottish National Investment Bank Act 2020 requires the Scottish Parliament’s agreement to the amendment or repeal of certain provisions of the Bank’s articles. The effect of this Order is that the Bank’s members cannot rely on section 22(3)(a) of the Companies Act 2006 to override that requirement for the Scottish Parliament’s consent.

A full impact assessment has not been produced for this instrument as little or no impact on the private, voluntary or public sectors is foreseen.