Companies Act 2014 section 277

Construction of references to exemption

Section 277 clarifies that where any provision of Part 6 of the Companies Act 2014 grants an exemption from a requirement, it is entirely optional for the company to avail of that exemption, and if the company chooses not to take up the exemption, the normal rules apply.

• Exemptions provided under Part 6 are voluntary — a company is never prevented from doing something merely because it has been exempted from the requirement to do so.
• Companies qualifying under the small companies regime or the micro companies regime may also make certain elections separately provided for under Part 6, and this section operates in addition to those election provisions.
• If a company chooses to do the thing it was exempted from, it must comply with all the relevant rules and provisions of Part 6 that would normally apply to that action.
• The principle applies regardless of how the exemption is worded in the legislation, whether expressed as "shall be exempt", "need not", or any other similar phrasing.