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Version Superseded: 31/12/2020
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There are currently no known outstanding effects for the The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011, Section 38.
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38.—(1) Regulation 13 (approval of members in meeting) is amended as follows.
(2) In paragraph (4)(a), after “regulation 12 (public notice of receipt of registered documents)” insert “or 12A (public notice of draft terms of merger on company website)”.
(3) For paragraph (4)(b) substitute—
“(b)paragraph (5) or (6) is satisfied for each of the documents listed in regulation 10(3) (inspection of documents) in relation to all the merging companies; and”.
(4) After paragraph (4) add—
“(5) This paragraph is satisfied for a document if the members of the transferee company were able during the period beginning one month before, and ending on, the date of the first meeting of members of the transferor companies—
(a)to inspect at the registered office of the transferee company a copy of the document and
(b)to obtain copies of it or any part of it on request.
(6) This paragraph is satisfied for a document if—
(a)the document is made available on a website which is maintained by or on behalf of the transferee company and identifies the company,
(b)access to it on the website is not conditional on the payment of a fee or otherwise restricted,
(c)it remains available on the website throughout the period beginning one month before, and ending on, the date of the first meeting of members of the transferor company, and
(d)members of the transferee company were able, during that period, to obtain copies of it or any part of it on request.
(7) A failure to make a document available on the website throughout the period specified in paragraph (6)(c) is to be disregarded if—
(a)the document is made available on the website for part of that period, and
(b)the failure to make it available throughout that period is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.”.
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