Companies Act 2014 section 1345

Power to substitute memorandum and articles for deed of settlement

Section 1345 gives a joint stock company registered under this Chapter the power to replace its old deed of settlement with a modern memorandum and articles of association as its governing constitutional document.

• A registered joint stock company may replace its deed of settlement with a memorandum and articles by passing a special resolution
• The court cancellation and procedural rules that apply to alterations of a designated activity company's objects (under sections 974 and 975) also apply to this substitution process
• The new memorandum and articles take effect once delivered to the Registrar or once the alteration can no longer be cancelled by court order, whichever is later, at which point the old deed of settlement ceases to apply
• A "deed of settlement" is broadly defined to include any contract of co-partnery or other instrument constituting or regulating the company, but excludes a statute, charter or letters patent