---

Companies Bill [Lords]

With this it will be convenient to discuss the following: Government new clause 78—Resolutions to be forwarded to registrar. Government new clause 79—Obligations of company with respect to articles etc. Government new clause 80—Supplementary provisions where company’s constitution altered. Government new clause 99—Notice to registrar of existence of restriction on amendment of articles. Government new clause 100—Statement of compliance where amendment of articles restricted. New clause 89—Unamendable articles— ‘(1) Notwithstanding anything in section 22, a company’s articles may provide that specified provisions of the articles may not be amended or repealed— (a) except with the unanimous consent of the members, or (b) in any circumstances. (2) Provision for unamendable articles under this section may only be made in the company’s articles on formation. (3) Provision for unamendable articles shall count for the purposes of this Chapter as provision for entrenchment.’. Government amendments Nos. 688 and 206. Amendment No. 790, in page 9, line 13, leave out Clause 22. Government amendments Nos. 837 to 841 and 791. Amendment No. 378, in page 9, line 31 [Clause 23], leave out subsection (2). Government amendment No. 792. Amendment No. 379, in page 10, line 7 [Clause 24], at end insert ‘by unanimous consent less one vote.’. Amendment No. 380, in page 10, line 7 [Clause 24], at end insert ‘by a resolution of at least 90 per cent.’. Amendment No. 381, in page 10, line 7 [Clause 24], at end insert ‘by a scheme of arrangement approved by the court.’. Government amendments Nos. 689 to 697. Amendment No. 4, in page 15, line 23 [Clause 36], at end insert ‘or such longer time as the court allows’. Amendment No. 3, in page 15 [Clause 36], leave out lines 26 to 30 and insert— ‘(b) if the order— (i) amends the company’s articles, or (ii) amends a resolution or agreement to which Chapter 3 applies (resolutions and agreements affecting the company’s constitution), or (iii) gives leave for the company to make any, or any specified, alteration in its articles,’. Government amendments Nos. 698 to 702. Amendment No. 93, in page 461, line 21 [Clause 963], at end insert— ‘(f) make provision for entrenchment as referred to under section 22. (3) The court’s order must be embodied in or annexed to every copy of the company’s articles issued by the company.’. Government amendments Nos. 703 and 704.