Companies Act 2014 section 1344

Effects of registration under this Chapter

Section 1344 sets out what happens when a joint stock company becomes registered under Chapter 5, including how existing governing documents are treated, what the company can and cannot change, and who bears liability if the company is wound up.

• Existing statutes, charters, and instruments governing the company are treated as if they were the company's memorandum, articles, or constitution under the Companies Act 2014
• If the company's assets are insufficient to meet a court judgment, individual members cannot be personally pursued — instead, a winding-up order may be sought
• The company generally cannot alter provisions in its founding statute, charter, or letters patent (the last requiring Ministerial consent), and cannot change objects set out in a charter or letters patent
• On winding up, anyone liable for pre-registration debts becomes a contributory and must pay amounts owed in respect of those debts, including a share of winding-up costs