Companies Act 2014 section 1159

General meetings of companies involved in a division

Section 1159 sets out the requirements for general meetings of companies involved in a division, including when shareholder approval by special resolution is needed and when it may be dispensed with.

• The common draft terms of division must generally be approved by special resolution at a general meeting of each company involved, and where new companies are being formed, their draft constitutions must also be approved by special resolution of the transferor company.
• Directors of the transferor company must report any material changes in assets and liabilities arising between the date of the common draft terms and the date of the general meeting to both their own shareholders and the directors of the successor companies.
• A successor company may be exempted from the special resolution requirement provided certain registration and inspection procedures have been completed at least 30 days beforehand and no meeting has been requisitioned by members holding 5 per cent or more of paid-up voting capital.
• The transferor company itself may be exempted from the special resolution requirement where the successor companies together hold all voting shares in the transferor company, relevant document registration and inspection requirements have been met at least 30 days in advance, and members have been informed of any material changes in assets and liabilities.

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