Companies Act 2014 section 1287

PLC's resolution to re-register as a private company limited by shares or DAC may be cancelled by court

Section 1287 deals with the right of dissenting shareholders or members to apply to court to cancel a PLC's special resolution to re-register as a private company limited by shares (LTD) or a designated activity company (DAC), and sets out the court's powers when hearing such an application.

• Shareholders holding at least 5% of the PLC's issued share capital (excluding treasury shares), or at least 50 members, may apply to court to cancel a PLC's special resolution to re-register as an LTD or DAC — but only if they did not vote in favour of or consent to the resolution
• The application must be made within 28 days of the resolution being passed, and the PLC must immediately notify the Registrar that an application has been made
• The court must either cancel or confirm the resolution, but it has broad powers including imposing conditions on the re-registration, arranging for the purchase of dissenting members' shares, and restricting future changes to the company's constitution
• Failure by the PLC or the resultant company to notify the Registrar or deliver a certified copy of the court order is a category 3 offence for the company and any defaulting officer