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REC 3.6 Constitution and governance

REC 3.6.1 R

Where a UK recognised body is to circulate any notice or other document proposing any amendment to its memorandum or articles of association (or other similar agreement or document relating to its constitution) to:

  1. (1)

    its shareholders (or any group or class of them); or

  2. (2)

    its members (or any group or class of them); or

  3. (3)

    any other group or class of persons which has the power to make that amendment or whose consent or approval is required before it may be made;

that UK recognised body must give notice of that proposed amendment, and give the information specified for the purposes of this rule in REC 3.6.2 R to the FCA1, at the same time as that notice or document is circulated.

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REC 3.6.2 R

The following information is specified for the purposes of REC 3.6.1 R:

  1. (1)

    the proposed amendments referred to in REC 3.6.1 R;

  2. (2)

    the reasons for the proposal; and

  3. (3)

    a description of the group or class of persons to whom the proposal is to be circulated.

REC 3.6.3 G

A UK recognised body which is incorporated as a company in the United Kingdom will, in many circumstances, be able to comply with REC 3.6.1 R by providing a copy of the notice of special resolution issued to its shareholders.

REC 3.6.4 R

Where a UK recognised body makes an amendment to its memorandum or articles of association (or other similar agreement or document relating to its constitution), that UK recognised body must immediately give the FCA1notice of that event, and give written particulars of that amendment and of the date on which it is to become or became effective.

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REC 3.6.5 G

A UK recognised body which is incorporated as a company in the United Kingdom will, in many circumstances, be able to comply with REC 3.6.4 R by providing a copy of the special resolution effecting the amendment.

REC 3.6.6 R

Where any change is made to an agreement which relates to the constitution or governance of a UK recognised body:

  1. (1)

    between that UK recognised body and another person; or

  2. (2)

    between the owners of that UK recognised body; or

  3. (3)

    between the owners of that UK recognised body and another person; or

  4. (4)

    between other persons;

that UK recognised body must give the FCA1notice of that event as soon as it is aware of it, and give written particulars of that change and of the date on which it is to become or became effective.

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REC 3.6.7 G

The purpose of REC 3.6.6 R is to ensure that the FCA1is informed of changes to agreements which specify the arrangements by which a UK recognised body will be governed or by which important decisions will be taken within that body. It is not intended to cover any agreement by which someone is appointed to be a key individual or which covers the terms and conditions of service in such an appointment.

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