Companies Act 2006, section 901

Obligations of company with respect to articles etc

Part 26 Arrangements and reconstructions: general

(1)This section applies—

(a)to any order under section 899 (order sanctioning compromise or arrangement), and

(b)to any order under section 900 (order facilitating reconstruction or amalgamation) that alters the company's constitution.

(2)If the order amends—

(a)the company's articles, or

(b)any resolution or agreement to which Chapter 3 of Part 3 applies (resolution or agreement affecting a company's constitution),

the copy of the order delivered to the registrar by the company under section 899(4) or section 900(6) must be accompanied by a copy of the company's articles, or the resolution or agreement in question, as amended.

(3)Every copy of the company's articles issued by the company after the order is made must be accompanied by a copy of the order, unless the effect of the order has been incorporated into the articles by amendment.

(4)In this section—

(a)references to the effect of the order include the effect of the compromise or arrangement to which the order relates; and

(b)in the case of a company not having articles, references to its articles shall be read as references to the instrument constituting the company or defining its constitution.

(5)If a company makes default in complying with this section an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(6)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.

Read section 901 in the full Act → Definitions (5) Cases (6)

Definitions used in section 901

company

“company”—

(a)

in section 900 (powers of court to facilitate reconstruction or amalgamation) means a company within the meaning of this Act, and

(b)

elsewhere in this Part means any company liable to be wound up under the Insolvency Act 1986 (c. 45) or the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).

Defined in s.895(2) · see it in the full Act

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
articles

(4) References in the Companies Acts to a company's “articles” are to its articles of association.

Defined in s.18(4) · see it in the full Act
the registrar

(3) In the Companies Acts“the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.

Defined in s.1060(3) · see it in the full Act
arrangement

“arrangement” includes a reorganisation of the company's share capital by the consolidation of shares of different classes or by the division of shares into shares of different classes, or by both of those methods; and

Defined in s.895(2) · see it in the full Act
officer

“officer”, in relation to a body corporate, includes a director, manager or secretary;

Defined in s.1173(1) · see it in the full Act

Cases considering section 901 (6)

DSTBTD Limited, Re

[2025] EWHC 2366 (Ch) · 1 August 2025

The court confirms that the company had financial difficulties affecting its ability to continue as a going concern and that the plan was intended to mitigate those difficulties and prevent insolvency measures. (see para [8]) The court applies the 75% voting threshold and finds that the preferential and unsecured creditor classes approved the plan by the required statutory majority. (see para [11])

Poundland Limited, Re

[2025] EWHC 1822 (Ch) · 8 July 2025Defines

The court applied the definition of company for the jurisdictional analysis and held that Poundland, as a United Kingdom registered company, fell within it. (see para [14])

Chandlers Building Supplies Holdings Limited & Ors, Re

[2025] EWHC 1737 (Ch) · 10 June 2025

The court applied Conditions A and B. The companies’ financial difficulties affected their ability to continue as going concerns, and the proposed compromises were intended to mitigate those difficulties (see para [21]).

What each judgment says about section 901 is in the case-law panel in the full Act.