Companies Act 2014 section 202

Summary approval procedure

Section 202 sets out the conditions that must be met for a company to use the summary approval procedure, which allows certain restricted activities to proceed with streamlined approval rather than court validation.

• A special resolution (or, for mergers, a unanimous resolution of all voting members of each merging company) must be passed no more than 12 months before the restricted activity commences.
• A directors' declaration complying with the requirements of this Chapter must be circulated with the meeting notice or appended to the written resolution text.
• The directors' declaration must be made at a board meeting held no earlier than 30 days before the shareholders' meeting (or, if a written resolution is used, no earlier than 30 days before the last member signs).
• For the specific restricted activity defined in paragraph (d) of section 200(1), the 12-month window is reduced to 60 days, or 30 days where members holding over 90 per cent of each class of shares voted in favour or the resolution was passed as a written resolution.

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