In force2020 Revised Edition

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Variable Capital Companies Act 2018 · 2020 Revised Edition · Part 5 · Shares, Debentures and Charges

36. Application of provisions of Division 3 of Part 4 of Companies Act 1967

(1)

Sections 65, 66(1), 72, 73, 73A and 74 (except subsection (6)) of the Companies Act 1967 apply in relation to a VCC as they apply in relation to a company, a company having a share capital or a limited company (as the case may be), subject to subsections (2) and (3) and section 5.

(2)

The following provision applies in place of section 65(2) of the Companies Act 1967 (which enables a company to reserve part of its uncalled share capital for calling up in the event of a winding up):“A VCC may, by special resolution of its members, or by resolution of one or more members holding shares that represent —“(a)at least 75%; or

(b)

if the constitution of the VCC requires a greater majority for that resolution, that greater majority,of the total voting rights of all the members holding shares that are issued in respect of a particular sub‑fund, determine that any portion of its share capital which has not already been called up is not capable of being called up except in the event and for the purposes of the VCC or the sub‑fund (as the case may be) being wound up, and in that event that portion of its share capital is not capable of being called up except in such event and for such purposes; but such resolution does not affect the rights of any person acquired before the passing of the resolution.”.

(3)

The reference to treasury shares in section 74(1A) of the Companies Act 1967 is to shares held by a subsidiary of the VCC under section 22(6) or (11), if any.