Companies Act 2014 section 1166

Confirmation order

Section 1166 sets out the court's power to confirm a division of a public limited company, the conditions the court must be satisfied of before doing so, and the wide-ranging legal effects that flow from the confirmation order on the effective date.

• The court may confirm a division once it is satisfied that all statutory requirements have been met and that shareholders, creditors, and holders of other securities have been properly protected.
• From the effective date, all assets, liabilities, contracts, and legal proceedings of the transferor company transfer automatically to the relevant successor company or companies, and the transferor company is dissolved.
• Registers throughout the State — including the Land Registry, the register of charges, and the register of members — must be updated to replace the transferor company's name with that of the relevant successor company or companies, simply on production of a certified copy of the court order.
• The court may specify a precise time on the effective date for the division to take effect where the default timing would be impractical, and may make any additional orders necessary to ensure the division is fully carried out.