Companies Act 2014 section 91

Variation of company capital on reorganisation

Section 91 sets out the rules governing how a company may transfer assets or undertakings to another body corporate in return for shares or securities allotted directly to its members, and the conditions that must be satisfied before such a transaction can proceed.

• A company may transfer assets, undertakings, or a combination of assets and liabilities to another body corporate, with the consideration being shares or securities allotted directly to the company's members or its holding company's members
• The transaction may also include cash payments to members alongside the share-based consideration
• Before proceeding, the transaction must be approved through one of three routes: the Summary Approval Procedure, a court-confirmed special resolution, or a deduction from sufficient distributable reserves
• Any transaction that breaches these requirements is voidable by the company against any person who knew of the contravention

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