Companies Act 2014 section 496

General meetings of companies involved in a division

Section 496 sets out the requirements for general meetings of companies involved in a division, including the approval process, notice obligations, disclosure of material changes, and the circumstances in which a successor company may be exempt from holding a shareholder vote.

• The common draft terms of division must be approved by special resolution at a general meeting of each company involved, held no earlier than 30 days after the required notice is published.
• Shareholders must be informed of their right to obtain, free of charge, full or partial copies of the relevant division documents.
• Directors of the transferor company must report any material changes in assets and liabilities arising between the date of the draft terms and the date of the general meeting, both to their own shareholders and to the directors of the successor companies.
• A successor company in a division by acquisition may be exempt from the special resolution requirement provided certain notice, inspection, and requisition conditions are met during a 30-day notice period.