Companies Act 2014 section 211

Moratorium on certain restricted activities being carried on and applications to court to cancel special resolution

Section 211 imposes a mandatory waiting period before a company can proceed with certain restricted activities approved under the summary approval procedure, and sets out the process by which dissenting members may apply to court to have the special resolution cancelled.

• A 30-day moratorium applies after a special resolution is passed before a restricted activity can proceed, unless members holding over 90% in nominal value of each class of issued shares with voting rights supported the resolution
• If an application to cancel the resolution is made to the court during the moratorium period, the activity cannot proceed until the court has dealt with the application
• Members holding at least 10% of the company's issued share capital (who did not vote in favour of or consent to the resolution) may apply to court within 30 days to have the special resolution cancelled
• The court may confirm the resolution in full, confirm it only in respect of specified parts of the restricted activity, or cancel it entirely

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