Companies Act 2014 section 201

Chapter 7 — what it does

Section 201 introduces and summarises the purpose of Chapter 7, which establishes the "summary approval procedure" allowing a company to carry out certain restricted activities that would otherwise be prohibited.

• A company may carry out a restricted activity (other than a merger) if its members pass a special resolution and its directors make a prescribed declaration.
• For mergers, a stricter threshold applies: every member entitled to vote must vote in favour of the resolution, and the directors must also make the required declaration.
• A restricted activity may proceed before the required declaration is filed with the Registrar, but failure to file will invalidate the activity unless the court exercises its power to validate it.
• The declarations required vary depending on the type of restricted activity and are set out in sections 203 to 207 of the Act.