10.The principal purpose of the first seven sections in the Act is to transform CDC to a plc. At the moment, CDC is a “statutory corporation”. This means that it is established as a legal entity by an Act of Parliament. The original Act was the Overseas Resources Development Act 1948, but that has been repealed, and the relevant Act is now the Commonwealth Development Corporation Act 1978 (“the 1978 Act”). Its present constitution is set out in the 1978 Act and regulations made under it.
11.In its first seven sections, the Act brings about CDC’s conversion to its new status by providing for CDC’s registration as a plc under the Companies Act 1985, whereupon CDC exchanges its present constitution under the 1978 Act for a constitution appropriate to a plc. CDC will remain the same legal person but will have been transformed from the status of a statutory corporation to that of a plc.
12.After consulting CDC, the Secretary of State is to determine the day on which CDC is to file documents with the registrar of companies for England and Wales (referred to here as the “registrar”) to enable that official to register CDC as a plc and to grant a certificate to that effect. The documents to be filed will, broadly, enable CDC to have the same attributes, after registration, as any other plc, for example, a constitution (memorandum and articles), a share capital, directors, secretary etc. The Companies Act 1985 and other legislation will apply thereafter to CDC as they do to any other plc (with a few necessary modifications to reflect CDC’s change of status from a statutory corporation).
Commentary on Sections Registration under the Companies Act 1985