14.This section places a duty on CDC to deliver to the registrar the documents listed in Schedule 1 on the filing day. The list of documents delivered to the registrar is closely modelled on the filing requirements of the Companies Act 1985 and includes CDC’s memorandum and articles of association which must be approved by the Secretary of State. Section 2 (5) provides for the Companies Act 1985 to apply to the documents delivered to the registrar with a few modifications set out in Part I of Schedule 2. These modifications are necessary to reflect the fact that CDC is not following the usual company formation route: it is being transformed from the status of statutory corporation to the status of plc. The detail of these modifications is discussed in paragraph 68 below.
15.The purpose of section 2 (3) is to make clear that in the unlikely event of CDC being unable to state that it has adequate net assets to make the statement required by paragraph 6 of Schedule 1 (see the more detailed discussion in paragraphs 66 and 67 below), it will be released from its statutory duty to file the documents with the registrar. In this event (or if CDC fails to discharge its duty under section 2 (1) for any other reason) the Secretary of State is able to restart the process on a later date by virtue of section 2(4).
Commentary on Sections Registration under the Companies Act 1985 Section 2: Filing of documents