Companies Act 1948

11 & 12 Geo. 6 c. 38 · Enacted 30 June 1948

Contents

1. Part I: Incorporation of Companies and Matters incidental thereto.
2. Memorandum of Association.
3. 1Mode of forming incorporated company.
4. 2Requirements with respect to memorandum.
5. 3Stamp and signature of memorandum.
6. 4Restriction on alteration of memorandum.
7. 5Mode in which and extent to which objects of company may be altered.
8. Articles of Association.
9. 6Articles prescribing regulations for companies.
10. 7Regulations required in case of unlimited company or company limited by guarantee.
11. 8Adoption and application of Table A.
12. 9Printing, stamp, and signature of articles.
13. 10Alteration of articles by special resolution.
14. Form of Memorandum and Articles.
15. 11Statutory forms of memorandum and articles.
16. Registration.
17. 12Registration of memorandum and articles.
18. 13Effect of registration.
19. 14Power of company to hold lands.
20. 15Conclusiveness of certificate of incorporation.
21. 16Registration of unlimited company as limited.
22. Provisions with respect to Names of Companies.
23. 17Prohibition of registration of companies by undesirable names.
24. 18Change of name.
25. 19Power to dispense with “limited ” in name of charitable and other companies.
26. General Provisions with respect to Memorandum and Articles.
27. 20Effect of memorandum and articles.
28. 21Provision as to memorandum and articles of companies limited by guarantee.
29. 22Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.
30. 23Power to alter conditions in memorandum which could have been contained in articles.
31. 24Copies of memorandum and articles to be given to members.
32. 25Issued copies of memorandum to embody alterations.
33. Membership of Company.
34. 26Definition of member.
35. 27Membership of holding company.
36. Private Companies.
37. 28Meaning of “private company ”.
38. 29Consequences of default in complying with conditions constituting a company a private company.
39. 30Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be private company.
40. Reduction of Number of Members below Legal Minimum.
41. 31Members severally liable for debts where business carried on with fewer than seven, or in case of private company two, members.
42. Contracts, &c.
43. 32Form or contracts.
44. 33Bills of exchange and promissory notes.
45. 34Execution of deeds abroad.
46. 35Power for company to have official seal for use abroad.
47. Authentication of Documents.
48. 36Authentication of documents.
49. Part II: Share Capital and Debentures.
50. Prospectus.
51. 37Dating of prospectus.
52. 38Matters to be stated and reports to be set out in prospectus.
53. 39Exclusion of foregoing section and relaxation of Fourth Schedule in case of certain prospectuses.
54. 40Expert's consent to issue of prospectus containing statement by him.
55. 41Registration of prospectus.
56. 42Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.
57. 43Civil liability for mis-statements in prospectus.
58. 44Criminal liability for mis-statements in prospectus.
59. 45Document containing offer of shares or debentures for sale to be deemed prospectus.
60. 46Interpretation of provisions relating to prospectuses.
61. Allotment.
62. 47Prohibition of allotment unless minimum subscription received.
63. 48Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.
64. 49Effect of irregular allotment.
65. 50Applications for, and allotment of, shares and debentures.
66. 51Allotment of shares and debentures to be dealt in on stock exchange.
67. 52Return as to allotments.
68. Commissions and Discounts, &c.
69. 53Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c.
70. 54Prohibition of provision of financial assistance by company for purchase of or subscription for its own, or its holding company's, shares.
71. Construction of References to offering Shares or Debentures to the Public.
72. 55Construction of references to offering shares or debentures to the public.
73. Issue of Shares at Premium and Discount and Redeemable Preference Shares.
74. 56Application of premiums received on issue of shares.
75. 57Power to issue shares at a discount.
76. 58Power to issue redeemable preference shares.
77. Miscellaneous Provisions as to Share Capital.
78. 59Power of company to arrange for different amounts being paid on shares.
79. 60Reserve liability of limited company.
80. 61Power of company limited by shares to alter its share capital.
81. 62Notice to registrar of consolidation of share capital, conversion of shares into stock, &c.
82. 63Notice of increase of share capital.
83. 64Power of unlimited company to provide for reserve share capital on re-registration.
84. 65Power of company to pay interest out of capital in certain cases.
85. Reduction of Share Capital.
86. 66Special resolution for reduction of share capital.
87. 67Application to court for confirming order, objections by creditors, and settlement of list of objecting creditors.
88. 68Order confirming reduction and powers of court on making such order.
89. 69Registration of order and minute of reduction.
90. 70Liability of members in respect of reduced shares.
91. 71Penalty for concealing name of creditor, &c.
92. Variation of Shareholders' Rights.
93. 72Rights of holders of special classes of shares.
94. Transfer of Shares and Debentures, Evidence of Title, &c.
95. 73Nature of shares.
96. 74Numbering of shares.
97. 75Transfer not to be registered except on production of instrument of transfer.
98. 76Transfer by personal representative.
99. 77Registration of transfer at request of transferor.
100. 78Notice of refusal to register transfer.
101. 79Certification of transfers.
102. 80Duties of company with respect to issue of certificates.
103. 81Certificate to be evidence of title.
104. 82Evidence of grant of probate.
105. 83Issue and effect of share warrants to bearer.
106. 84Penalty for personation of shareholder.
107. 85Offences in connection with share warrants in Scotland.
108. Special Provisions as to Debentures.
109. 86Provisions as to registers of debenture holders.
110. 87Rights of inspection of register of debenture holders and to copies of register and trust deed.
111. 88Liability of trustees for debenture holders.
112. 89Perpetual debentures.
113. 90Power to re-issue redeemed debentures in certain cases.
114. 91Saving, in case of re-issued debentures, of rights of certain mortgagees.
115. 92Specific performance of contracts to subscribe for debentures.
116. 93Validity of debentures to bearer in Scotland.
117. 94Payment of certain debts out of assets subject to floating charge in priority to claims under the charge.
118. Part III: Registration of Charges.
119. Registration of Charges with Registrar of Companies.
120. 95Registration of charges created by companies registered in England.
121. 96Duty of company to register charges created by company.
122. 97Duty of company to register charges existing on property acquired.
123. 98Register of charges to be kept by registrar of companies.
124. 99Endorsement of certificate of registration on debentures.
125. 100Entries of satisfaction and release of property from charge.
126. 101Rectification of register of charges.
127. 102Registration of enforcement of security.
128. Provisions as to Company's Register of Charges and as to Copies of Instruments creating Charges.
129. 103Copies of instruments creating charges to be kept by company.
130. 104Company's register of charges.
131. 105Right to inspect copies of instruments creating mortgages and charges and company's register of charges.
132. Application of Part III to Companies incorporated outside England.
133. 106Application of Part III to charges created, and property subject to charge acquired, by company incorporated outside England.
134. Part IV: Management and Administration.
135. Registered Office and Name.
136. 107Registered office of company.
137. 108Publication of name by company.
138. Restrictions on Commencement of Business.
139. 109Restrictions on commencement of business.
140. Register of Members.
141. 110Register of members.
142. 111Index of members.
143. 112Provisions as to entries in register in relation to share warrants.
144. 113Inspection of register and index.
145. 114Consequences of failure to comply with requirements as to register owing to agent's default.
146. 115Power to close register.
147. 116Power of court to rectify register.
148. 117Trusts not to be entered on register in England.
149. 118Register to be evidence.
150. Dominion Register.
151. 119Power for company to keep dominion register.
152. 120Regulations as to dominion register.
153. 121Stamp duties in case of shares registered in dominion registers.
154. 122Power to extend provisions as to dominion registers to other countries.
155. 123Provisions as to branch registers of dominion companies kept in the United Kingdom.
156. Annual Return.
157. 124Annual return to be made by company having a share capital.
158. 125Annual return to be made by company not having a share capital.
159. 126Time for completion of annual return.
160. 127Documents to be annexed to annual return.
161. 128Certificates to be sent by private company with annual return.
162. 129Exemption, in certain cases, of private companies from requirements of s.127.
163. Meetings and Proceedings.
164. 130Statutory meeting and statutory report.
165. 131Annual general meeting.
166. 132Convening of extraordinary general meeting on requisition.
167. 133Length of notice for calling meetings.
168. 134General provisions as to meetings and votes.
169. 135Power of court to order meeting.
170. 136Proxies.
171. 137Right to demand a poll.
172. 138Voting on a poll.
173. 139Representation of corporations at meetings of companies and of creditors.
174. 140Circulation of members' resolutions, &c.
175. 141Extraordinary and special resolutions.
176. 142Resolutions requiring special notice.
177. 143Registration and copies of certain resolutions and agreements.
178. 144Resolutions passed at adjourned meetings.
179. 145Minutes of proceedings of meetings of company and of directors and managers.
180. 146Inspection of minute books.
181. Accounts and Audit.
182. 147Keeping of books of account.
183. 148Profit and loss account and balance sheet.
184. 149General provisions as to contents and form of accounts.
185. 150Obligation to lay group accounts before holding company.
186. 151Form of group accounts.
187. 152Contents of group accounts.
188. 153Financial year of holding company and subsidiary.
189. 154Meaning of “holding company ” and “subsidiary ”.
190. 155Signing of balance sheet.
191. 156Accounts and auditors' report to be annexed to balance sheet.
192. 157Directors report to be attached to balance sheet.
193. 158Right to receive copies of balance sheets and auditors' report.
194. 159Appointment and remuneration of auditors.
195. 160Provisions as to resolutions relating to appointment and removal of auditors.
196. 161Disqualifications for appointment as auditor.
197. 162Auditors' report and right of access to books and to attend and be heard at general meetings.
198. 163Construction of references to documents annexed to accounts.
199. Inspection.
200. 164Investigation of company's affairs on application of members.
201. 165Investigation of company's affairs in other cases.
202. 166Power of inspectors to carry investigation into affairs of related companies.
203. 167Production of documents, and evidence, on investigation.
204. 168Inspectors' report.
205. 169Proceedings on inspectors' report.
206. 170Expenses of investigation of company's affairs.
207. 171Inspectors' report to be evidence.
208. 172Appointment and powers of inspectors to investigate ownership of company.
209. 173Power to require information as to persons interested in shares or debentures.
210. 174Power to impose restrictions on shares or debentures.
211. 175Saving for solicitors and bankers.
212. Directors and other Officers.
213. 176Directors.
214. 177Secretary.
215. 178Prohibition of certain persons being sole director or secretary.
216. 179Avoidance of acts done by person in dual capacity as director and secretary.
217. 180Validity of acts of directors.
218. 181Restrictions on appointment or advertisement of director.
219. 182Share qualifications of directors.
220. 183Appointment of directors to be voted on individually.
221. 184Removal of directors.
222. 185Retirement of directors under age limit.
223. 186Duty of directors to disclose age to company.
224. 187Provisions as to undischarged bankrupts acting as directors.
225. 188Power to restrain fraudulent persons from managing companies.
226. 189Prohibition of tax-free payments to directors.
227. 190Prohibition of loans to directors.
228. 191Approval of company requisite for payment by it to director for loss of office, &c.
229. 192Approval of company requisite for any payment, in connection with transfer of its property, to director for loss of office, &c.
230. 193Duty of director to disclose payment for loss of office, &c, made in connection with transfer of shares in company.
231. 194Provisions supplementary to three foregoing sections.
232. 195Register of directors' shareholdings, &c.
233. 196Particulars in accounts of directors' salaries, pensions, &c.
234. 197Particulars in accounts of loans to officers, &c.
235. 198General duty to make disclosure for purposes of three foregoing sections.
236. 199Disclosure by directors of interests in contracts.
237. 200Register of directors and secretaries.
238. 201Particulars with respect to directors in trade catalogues, circulars, &c.
239. 202Limited company may have directors with unlimited liability.
240. 203Special resolution of limited company making liability of directors unlimited.
241. 204Provisions as to assignment of office by directors.
242. Avoidance of Provisions in Articles or Contracts relieving Officers from Liability.
243. 205Provisions as to liability of officers and auditors.
244. Arrangements and Reconstructions.
245. 206Power to compromise, with creditors and members.
246. 207Information as to compromises with creditors and members.
247. 208Provisions for facilitating reconstruction and amalgamation of companies.
248. 209Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.
249. Minorities.
250. 210Alternative remedy to winding up in cases of oppression.
251. Part V: Winding Up.
252. Chapter (i) PRELIMINARY
253. Modes of Winding Up.
254. 211Modes of winding up.
255. Contributories.
256. 212Liability as contributories of present and past members.
257. 213Definition of “contributory ”.
258. 214Nature of liability of contributory.
259. 215Contributories in case of death, of member.
260. 216Contributories in case of bankruptcy of member.
261. 217Provision as to married women.
262. Chapter (ii) WINDING UP BY THE COURT
263. Jurisdiction.
264. 218Jurisdiction to wind up companies registered in England.
265. 219Transfer of proceedings from one court to another and statement of case by county court.
266. 220Jurisdiction to wind up companies registered in Scotland.
267. 221Power in Scotland to remit winding up to Lord Ordinary.
268. Cases in which Company may be wound up by Court.
269. 222Circumstances in which company may be wound up by court.
270. 223Definition of inability to pay debts.
271. Petition for Winding Up and Effects thereof.
272. 224Provisions as to applications for winding up.
273. 225Powers of court on hearing petition.
274. 226Power to stay or restrain proceedings against company.
275. 227Avoidance of dispositions of property, &c, after commencement of winding up.
276. 228Avoidance of attachments, &c, in case of English company, and in case of effects in England of Scottish company.
277. Commencement of Winding Up.
278. 229Commencement of winding up by the court.
279. Consequences of Winding-up Order.
280. 230Copy of order to be forwarded to registrar.
281. 231Actions stayed on winding-up order.
282. 232Effect of winding-up order.
283. Official Receiver in English Winding Up.
284. 233Official receiver in bankruptcy to be official receiver for winding-up purposes.
285. 234Appointment of official receiver by court in certain cases.
286. 235Statement of company's affairs to be submitted to official receiver.
287. 236Report by official receiver.
288. Liquidators.
289. 237Power of court to appoint liquidators.
290. 238Appointment and powers of provisional liquidator.
291. 239Appointment, style, &c, of liquidators in England.
292. 240Provisions where person other than official receiver is appointed liquidator.
293. 241Provisions as to liquidators in Scotland.
294. 242General provisions as to liquidators.
295. 243Custody of company's property.
296. 244Vesting of property of company in liquidator.
297. 245Powers of liquidator.
298. 246Exercise and control of liquidator's powers in England.
299. 247Books to be kept by liquidator in England.
300. 248Payments of liquidator in England into bank.
301. 249Audit of liquidator's accounts in England.
302. 250Control of Board of Trade over liquidators in England.
303. 251Release of liquidators in England.
304. Committees of Inspection.
305. 252Meetings of creditors and contributories to determine whether committee of inspection shall be appointed.
306. 253Constitution and proceedings of committee of inspection.
307. 254Powers of Board of Trade in England where no committee of inspection.
308. 255Additional powers of committee of inspection in Scotland.
309. General Powers of Court in case of Winding up by Court.
310. 256Power to stay winding up.
311. 257Settlement of list of contributories and application of assets.
312. 258Delivery of property to liquidator.
313. 259Payment of debts due by contributory to company and extent to which set-off allowed.
314. 260Power of court to make calls.
315. 261Payment into Bank of moneys due to company.
316. 262Order on contributory conclusive evidence.
317. 263Appointment in England of special manager.
318. 264Power to exclude creditors not proving in time.
319. 265Adjustment of rights of contributories.
320. 266Inspection of books by creditors and contributories.
321. 267Power to order costs of winding up to be paid out of assets.
322. 268Power to summon persons suspected of having property of company, &c.
323. 269Attendance of officers of company at meetings of creditors, &c, in Scotland.
324. 270Power in England to order public examination of promoters and officers.
325. 271Power to arrest absconding contributory.
326. 272Powers of court cumulative.
327. 273Delegation to liquidator of certain powers of court in England.
328. 274Dissolution of company.
329. Enforcement of and Appeal from Orders.
330. 275Order for calls on contributories in Scotland.
331. 276Enforcement throughout United Kingdom of orders made in winding up.
332. 277Appeals from orders in Scotland.
333. Chapter (iii) VOLUNTARY WINDING UP
334. Resolutions for, and Commencement of, Voluntary Winding Up.
335. 278Circumstances in which company may be wound up voluntarily.
336. 279Notice of resolution to wind up voluntarily.
337. 280Commencement of voluntary winding up.
338. Consequences of Voluntary Winding Up.
339. 281Effect of voluntary winding up on business and status of company.
340. 282Avoidance of transfers, &c., after commencement of voluntary winding up.
341. Declaration of Solvency.
342. 283Statutory declaration of solvency in case of proposal to wind up voluntarily.
343. Provisions applicable to a Members' Voluntary Winding Up.
344. 284Provisions applicable to a members' winding up.
345. 285Power of company to appoint and fix remuneration of liquidators.
346. 286Power to fill vacancy in office of liquidator.
347. 287Power of liquidator to accept shares, &c, as consideration for sale of property of company.
348. 288Duty of liquidator to call creditors' meeting in case of insolvency.
349. 289Duty of liquidator to call general meeting at end of each year.
350. 290Final meeting and dissolution.
351. 291Alternative provisions as to annual and final meetings in case of insolvency.
352. Provisions applicable to a Creditors' Voluntary Winding Up.
353. 292Provisions applicable to a creditors' winding up.
354. 293Meeting of creditors.
355. 294Appointment of liquidator.
356. 295Appointment of committee of inspection.
357. 296Fixing of liquidators' remuneration and cesser of directors' powers.
358. 297Power to fill vacancy in office of liquidator.
359. 298Application of s.287 to a creditors' voluntary winding up.
360. 299Duty of liquidator to call meetings of company and of creditors at end of each year.
361. 300Final meeting and dissolution.
362. Provisions applicable to every Voluntary Winding Up.
363. 301Provisions applicable to every voluntary winding up.
364. 302Distribution of property of company.
365. 303Powers and duties of liquidator in voluntary winding up.
366. 304Power of court to appoint and remove liquidator in voluntary winding up.
367. 305Notice by liquidator of his appointment.
368. 306Arrangement when binding on creditors.
369. 307Power to apply to court to have questions determined or powers exercised.
370. 308Power of court in Scotland to stay proceedings against company.
371. 309Costs of voluntary winding up.
372. 310Saving for rights of creditors and contributories.
373. Chapter (iv) WINDING UP SUBJECT TO SUPERVISION OF COURT
374. 311Power to order winding up subject to supervision.
375. 312Effect of petition for winding up subject to supervision.
376. 313Application of ss.227 and 228 to winding up subject to supervision.
377. 314Power of court to appoint or remove liquidators.
378. 315Effect of supervision order.
379. Chapter (v) PROVISIONS APPLICABLE TO EVERY MODE OF WINDING
380. Proof and Ranking of Claims.
381. 316Debts of all descriptions may be proved.
382. 317Application of bankruptcy rules in winding up of insolvent English companies.
383. 318Ranking of claims in Scotland.
384. 319Preferential payments.
385. Effect of Winding Up on antecedent and other Transactions.
386. 320Fraudulent preference.
387. 321Liabilities and rights of certain fraudulently preferred persons.
388. 322Effect of floating charge.
389. 323Disclaimer of onerous property in case of company wound up in England.
390. 324Liability for rentcharge on company's land after disclaimer.
391. 325Restriction of rights of creditor as to execution or attachment in case of company being wound up in England.
392. 326Duties of sheriff as to goods taken in execution.
393. 327Effect of diligence within 60 days of winding up in case of Scottish company and in case of effects in Scotland of English company.
394. Offences antecedent to or in course of Winding Up.
395. 328Offences by officers of companies in liquidation.
396. 329Penalty for falsification of books.
397. 330Frauds by officers of companies which have gone into liquidation.
398. 331Liability where proper accounts not kept.
399. 332Responsibility for fraudulent trading of persons concerned.
400. 333Power of court to assess damages against delinquent directors, &c.
401. 334Prosecution of delinquent officers and members of company.
402. Supplementary Provisions as to Winding up.
403. 335Disqualification for appointment as liquidator.
404. 336Corrupt inducement affecting appointment as liquidator.
405. 337Enforcement of duty of liquidator to make returns, &c.
406. 338Notification that a company is in liquidation.
407. 339Exemption of certain documents from stamp duty on winding up of companies.
408. 340Books of company to be evidence.
409. 341Disposal of books and papers of company.
410. 342Information as to pending liquidations.
411. 343Unclaimed assets in England to be paid to Companies Liquidation Account.
412. 344Unclaimed dividends, &c, in Scotland to be lodged in bank.
413. 345Resolutions passed at adjourned meetings of creditors and contributories.
414. Supplementary Powers of Court.
415. 346Meetings to ascertain wishes of creditors or contributories.
416. 347Judicial notice of signature of officers.
417. 348Special commission for receiving evidence.
418. 349Court may order examination of persons in Scotland.
419. 350Costs of application for leave to proceed against company being wound up in Scotland.
420. 351Affidavits, &c, in United Kingdom and dominions.
421. Provisions as to Dissolution.
422. 352Power of court to declare dissolution of company void.
423. 353Registrar may strike defunct company off register.
424. 354Property of dissolved company to be bona vacantia.
425. 355Power of Crown to disclaim title to property vesting under foregoing section.
426. 356Liability for rentcharge on company's land after dissolution.
427. Special Provisions as to Stannaries.
428. 357Attachment of debt due to contributory on winding up in stannaries court.
429. 358Preferential payments in stannaries cases.
430. 359Provisions as to mine club funds.
431. Central Accounts.
432. 360Companies Liquidation Account.
433. 361Investment of surplus funds on general account.
434. 362Separate accounts of particular estates.
435. Officers.
436. 363Officers and remuneration.
437. 364Returns by officers in English winding up.
438. Rules and Fees.
439. 365General rules and fees for winding up.
440. Part VI: Receivers and Managers.
441. 366Disqualification of body corporate for appointment as receiver.
442. 367Disqualification of undischarged bankrupt from acting as receiver or manager.
443. 368Power in England to appoint official receiver as receiver for debenture holders or creditors.
444. 369Receivers and managers appointed out of court.
445. 370Notification that receiver or manager appointed.
446. 371Power of court to fix remuneration on application of liquidator.
447. 372Provisions as to information where receiver or manager appointed.
448. 373Special provisions as to statement submitted to receiver.
449. 374Delivery to registrar of accounts of receivers and managers.
450. 375Enforcement of duty of receivers and managers to make returns, &c.
451. 376Construction of references to receivers and managers.
452. Part VII: Application of Act to Companies formed or registered under former Acts.
453. 377Application of Act to companies formed and registered under former Companies Acts.
454. 378Application of Act to companies registered but not formed under former Companies Acts.
455. 379Application of Act to unlimited companies re-registered under former Companies Acts.
456. 380Provisions as to companies registered under the Joint Stock Companies Acts.
457. 381Exclusion of companies registered in Northern Ireland or Eire.
458. Part VIII: Companies not formed under this Act authorised to register under this Act.
459. 382Companies capable of being registered.
460. 383Definition of joint stock company.
461. 384Requirements for registration by joint stock companies.
462. 385Requirements for registration by other than joint stock companies.
463. 386Authentication of statements of existing companies.
464. 387Registrar may require evidence as to nature of company.
465. 388Change of name for purposes of registration.
466. 389Addition of “limited ” to name.
467. 390Certificate of registration of existing companies.
468. 391Vesting of property on registration.
469. 392Saving for existing liabilities.
470. 393Continuation of existing actions.
471. 394Effect of registration under Part VIII.
472. 395Power to substitute memorandum and articles for deed of settlement.
473. 396Power of court to stay or restrain proceedings.
474. 397Actions stayed on winding-up order.
475. Part IX: Winding up of Unregistered Companies.
476. 398Meaning of unregistered company.
477. 399Winding up of unregistered companies.
478. 400Oversea companies may be wound up although dissolved.
479. 401Contributories in winding up of unregistered company.
480. 402Power of court to stay or restrain proceedings.
481. 403Actions stayed on winding-up order.
482. 404Provisions of Part IX cumulative.
483. 405Saving for enactments providing for winding up under former Companies Acts.
484. Part X: Companies incorporated outside Great Britain.
485. Provisions as to Establishment of Place of Business in Great Britain.
486. 406Application of ss.407 to 414.
487. 407Documents, &c, to be delivered to registrar by oversea companies carrying on business in Great Britain.
488. 408Power of oversea company to hold lands.
489. 409Return to be delivered to registrar by oversea company where documents, &c., altered.
490. 410Accounts of oversea company.
491. 411Obligation to state name of oversea company, whether limited, and country where incorporated.
492. 412Service on oversea company.
493. 413Office where documents to be filed.
494. 414Penalties.
495. 415Interpretation of ss. 407 to 414.
496. 416Special provisions as to delivery of documents by companies incorporated in Channel Islands or Isle of Man.
497. Prospectuses.
498. 417Dating of prospectus and particulars to be contained therein.
499. 418Exclusion of foregoing section and relaxation of Fourth Schedule in case of certain prospectuses.
500. 419Provisions as to expert's consent, and allotment.
501. 420Registration of prospectus.
502. 421Penalty for contravention of four foregoing sections.
503. 422Civil liability for mis-statements in prospectus.
504. 423Interpretation of provisions as to prospectuses.
505. Part XI: General Provisions as to Registration.
506. 424Registration offices in England and Scotland.
507. 425Fees.
508. 426Inspection, production and evidence of documents kept by registrar.
509. 427Power of registrar in England to direct removal of documents to Public Record Office.
510. 428Enforcement of duty of company to make returns to registrar.
511. Part XII: Miscellaneous Provisions with respect to Banking and Insurance Companies, and certain Societies, Partnerships and Unregistered Companies.
512. Provisions relating to Banking and Insurance Companies.
513. 429Prohibition of banking partnerships with more than ten members.
514. 430On registration of banking company with limited liability, notice to be given to customers.
515. 431Liability of bank of issue unlimited in respect of notes.
516. 432Privileges of banks making annual return.
517. 433Banking and certain other companies to publish periodical statement.
518. Prohibition of Partnerships with more than twenty Members.
519. 434Prohibition of partnerships with more than twenty members.
520. Application of certain Provisions of this Act to Unregistered Companies.
521. 435Application of certain provisions of this Act to unregistered companies.
522. Part XIII: General.
523. Form of Registers, &c.
524. 436Form of registers, &c.
525. Service of Documents.
526. 437Service of documents on a company.
527. Offences.
528. 438Penalty for false statements.
529. 439Penalty for improper use of word “limited ”.
530. 440Provision with respect to default fines and meaning of “officer in default ”.
531. 441Production and inspection of books where offence suspected.
532. 442Provisions as to summary proceedings.
533. 443Proceedings on indictment in Scotland against bodies corporate.
534. 444Application of fines.
535. 445Saving as to private prosecutors.
536. 446Saving for privileged communications.
537. Legal Proceedings.
538. 447Costs in actions by certain limited companies.
539. 448Power of court to grant relief in certain cases.
540. 449Power to enforce orders.
541. 450Jurisdiction of stannaries court.
542. General Provisions as to Board of Trade.
543. 451Annual report by Board of Trade.
544. 452Authentication of documents issued by Board of Trade.
545. 453Orders and certificates of Board to be evidence.
546. 454Power to alter tables and forms.
547. Supplemental.
548. 455Interpretation.
549. 456Amendments of other Acts.
550. 457Construction of references in other Acts to subsidiary companies as defined by, and companies registered under, the Companies Act, 1929.
551. 458Effect of provisions of former Companies Acts as to registration of charges on land and keeping books of account.
552. 459Repeal and savings.
553. 460Provisions as to winding-up proceedings commenced before 1st November, 1929.
554. 461Application to Northern Ireland.
555. 462Short title and commencement.
556. Schedule FIRST: Tables A, B, C, D and E.
558. Part I: Regulations for Management of a Company limited by Shares, not being a Private Company.
559. Interpretation.
560. 1Paragraph 1
561. Share Capital and Variation of Rights.
562. 2Paragraph 2
563. 3Paragraph 3
564. 4Paragraph 4
565. 5Paragraph 5
566. 6Paragraph 6
567. 7Paragraph 7
568. 8Paragraph 8
569. 9Paragraph 9
570. 10Paragraph 10
571. Lien.
572. 11Paragraph 11
573. 12Paragraph 12
574. 13Paragraph 13
575. 14Paragraph 14
576. Calls on Shares.
577. 15Paragraph 15
578. 16Paragraph 16
579. 17Paragraph 17
580. 18Paragraph 18
581. 19Paragraph 19
582. 20Paragraph 20
583. 21Paragraph 21
584. Transfer of Shares.
585. 22Paragraph 22
586. 23Paragraph 23
587. 24Paragraph 24
588. 25Paragraph 25
589. 26Paragraph 26
590. 27Paragraph 27
591. 28Paragraph 28
592. Transmission of Shares.
593. 29Paragraph 29
594. 30Paragraph 30
595. 31Paragraph 31
596. 32Paragraph 32
597. Forfeiture of Shares.
598. 33Paragraph 33
599. 34Paragraph 34
600. 35Paragraph 35
601. 36Paragraph 36
602. 37Paragraph 37
603. 38Paragraph 38
604. 39Paragraph 39
605. Conversion of Shares into Stock.
606. 40Paragraph 40
607. 41Paragraph 41
608. 42Paragraph 42
609. 43Paragraph 43
610. Alteration of Capital.
611. 44Paragraph 44
612. 45Paragraph 45
613. 46Paragraph 46
614. General Meetings.
615. 47Paragraph 47
616. 48Paragraph 48
617. 49Paragraph 49
618. Notice of General Meetings.
619. 50Paragraph 50
620. 51Paragraph 51
621. Proceedings at General Meetings.
622. 52Paragraph 52
623. 53Paragraph 53
624. 54Paragraph 54
625. 55Paragraph 55
626. 56Paragraph 56
627. 57Paragraph 57
628. 58Paragraph 58
629. 59Paragraph 59
630. 60Paragraph 60
631. 61Paragraph 61
632. Votes of Members.
633. 62Paragraph 62
634. 63Paragraph 63
635. 64Paragraph 64
636. 65Paragraph 65
637. 66Paragraph 66
638. 67Paragraph 67
639. 68Paragraph 68
640. 69Paragraph 69
641. 70Paragraph 70
642. 71Paragraph 71
643. 72Paragraph 72
644. 73Paragraph 73
645. Corporations acting by Representatives at Meetings.
646. 74Paragraph 74
647. Directors.
648. 75Paragraph 75
649. 76Paragraph 76
650. 77Paragraph 77
651. 78Paragraph 78
652. Borrowing Powers.
653. 79Paragraph 79
654. Powers and Duties of Directors.
655. 80Paragraph 80
656. 81Paragraph 81
657. 82Paragraph 82
658. 83Paragraph 83
659. 84Paragraph 84
660. 85Paragraph 85
661. 86Paragraph 86
662. 87Paragraph 87
663. Disqualification of Directors.
664. 88Paragraph 88
665. Rotation of Directors.
666. 89Paragraph 89
667. 90Paragraph 90
668. 91Paragraph 91
669. 92Paragraph 92
670. 93Paragraph 93
671. 94Paragraph 94
672. 95Paragraph 95
673. 96Paragraph 96
674. 97Paragraph 97
675. Proceedings of Directors.
676. 98Paragraph 98
677. 99Paragraph 99
678. 100Paragraph 100
679. 101Paragraph 101
680. 102Paragraph 102
681. 103Paragraph 103
682. 104Paragraph 104
683. 105Paragraph 105
684. 106Paragraph 106
685. Managing Director.
686. 107Paragraph 107
687. 108Paragraph 108
688. 109Paragraph 109
689. Secretary.
690. 110Paragraph 110
691. 111Paragraph 111
692. 112Paragraph 112
693. The Seal.
694. 113Paragraph 113
695. Dividends and Reserve.
696. 114Paragraph 114
697. 115Paragraph 115
698. 116Paragraph 116
699. 117Paragraph 117
700. 118Paragraph 118
701. 119Paragraph 119
702. 120Paragraph 120
703. 121Paragraph 121
704. 122Paragraph 122
705. Accounts.
706. 123Paragraph 123
707. 124Paragraph 124
708. 125Paragraph 125
709. 126Paragraph 126
710. 127Paragraph 127
711. Capitalisation of Profits.
712. 128Paragraph 128
713. 129Paragraph 129
714. Audit.
715. 130Paragraph 130
716. Notices.
717. 131Paragraph 131
718. 132Paragraph 132
719. 133Paragraph 133
720. 134Paragraph 134
721. Winding up.
722. 135Paragraph 135
723. Indemnity.
724. 136Paragraph 136
725. Part II: Regulations for the Management of a Private Company limited by Shares.
726. 1Paragraph 1
727. 2Paragraph 2
728. 3Paragraph 3
729. 4Paragraph 4
730. 5Paragraph 5
731. 6Paragraph 6
732. TABLE BFORM OF MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES.
733. FORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND NOT HAVING A SHARE CAPITAL
734. Memorandum of Association.
735. Part: ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION.
736. Interpretation.
737. 1Paragraph 1
738. Members.
739. 2Paragraph 2
740. 3Paragraph 3
741. General Meetings.
742. 4Paragraph 4
743. 5Paragraph 5
744. 6Paragraph 6
745. Notice of General Meetings.
746. 7Paragraph 7
747. 8Paragraph 8
748. Proceedings at General Meetings.
749. 9Paragraph 9
750. 10Paragraph 10
751. 11Paragraph 11
752. 12Paragraph 12
753. 13Paragraph 13
754. 14Paragraph 14
755. 15Paragraph 15
756. 16Paragraph 16
757. 17Paragraph 17
758. 18Paragraph 18
759. 19Paragraph 19
760. Votes of Members.
761. 20Paragraph 20
762. 21Paragraph 21
763. 22Paragraph 22
764. 23Paragraph 23
765. 24Paragraph 24
766. 25Paragraph 25
767. 26Paragraph 26
768. 27Paragraph 27
769. 28Paragraph 28
770. 29Paragraph 29
771. Corporations acting by Representatives at Meetings.
772. 30Paragraph 30
773. Directors.
774. 31Paragraph 31
775. 32Paragraph 32
776. Borrowing Powers.
777. 33Paragraph 33
778. Powers and Duties of Directors.
779. 34Paragraph 34
780. 35Paragraph 35
781. 36Paragraph 36
782. 37Paragraph 37
783. Disqualification of Directors.
784. 38Paragraph 38
785. Rotation of Directors.
786. 39Paragraph 39
787. 40Paragraph 40
788. 41Paragraph 41
789. 42Paragraph 42
790. 43Paragraph 43
791. 44Paragraph 44
792. 45Paragraph 45
793. 46Paragraph 46
794. 47Paragraph 47
795. Proceedings of Directors.
796. 48Paragraph 48
797. 49Paragraph 49
798. 50Paragraph 50
799. 51Paragraph 51
800. 52Paragraph 52
801. 53Paragraph 53
802. 54Paragraph 54
803. 55Paragraph 55
804. 56Paragraph 56
805. Secretary.
806. 57Paragraph 57
807. 58Paragraph 58
808. The Seal.
809. 59Paragraph 59
810. Accounts.
811. 60Paragraph 60
812. 61Paragraph 61
813. 62Paragraph 62
814. 63Paragraph 63
815. 64Paragraph 64
816. Audit.
817. 65Paragraph 65
818. Notices.
819. 66Paragraph 66
820. 67Paragraph 67
821. Names, Addresses and Descriptions of Subscribers.
822. MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND HAVING A SHARE CAPITAL.
823. Memorandum of Association.
824. Part: ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION.
825. 1Paragraph 1
826. 2Paragraph 2
827. Names, Addresses and Descriptions of Subscribers.
828. MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY HAVING A SHARE CAPITAL.
829. Memorandum of Association.
830. Part: ARTICLES OF ASSOCIATION TO ACCOMPANY THE PRECEDING MEMORANDUM OF ASSOCIATION.
831. 1Paragraph 1
832. 2Paragraph 2
833. 3Paragraph 3
834. 4Paragraph 4
835. Names, Addresses and Descriptions of Subscribers.
836. Schedule SECONDForm of Licence to hold Lands.
837. Schedule THIRD: Form of Statement in lieu of Prospectus to be delivered to Registrar by a Private Company on becoming a Public Company and Reports to be set out therein.
838. IForm of Statement and Particulars to be contained therein.
839. Part II: Reports to be set out.
840. 1Paragraph 1
841. 2Paragraph 2
842. Part III: Provisions applying to Parts I and II of this Schedule.
843. 3Paragraph 3
844. 4Paragraph 4
845. 5Paragraph 5
846. 6Paragraph 6
847. Schedule FOURTH: Matters to be specified in Prospectus and Reports to be set out therein.
848. Part I: Matters to be specified.
849. 1Paragraph 1
850. 2Paragraph 2
851. 3Paragraph 3
852. 4Paragraph 4
853. 5Paragraph 5
854. 6Paragraph 6
855. 7Paragraph 7
856. 8Paragraph 8
857. 9Paragraph 9
858. 10Paragraph 10
859. 11Paragraph 11
860. 12Paragraph 12
861. 13Paragraph 13
862. 14Paragraph 14
863. 15Paragraph 15
864. 16Paragraph 16
865. 17Paragraph 17
866. 18Paragraph 18
867. Part II: Reports to be set out.
868. 19Paragraph 19
869. 20Paragraph 20
870. 21Paragraph 21
871. Part III: Provisions applying to Parts I and II of Schedule.
872. 22Paragraph 22
873. 23Paragraph 23
874. 24Paragraph 24
875. 25Paragraph 25
876. 26Paragraph 26
877. 27Paragraph 27
878. 28Paragraph 28
879. 29Paragraph 29
880. 30Paragraph 30
881. Schedule FIFTH: Form of Statement in lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus or which does not go to Allotment on a Prospectus issued, and Reports to be set out therein.
882. IForm of Statement and Particulars to be contained therein.
883. Part II: Reports to be set out.
884. 1Paragraph 1
885. 2Paragraph 2
886. Part III: Provisions applying to Parts I and II of this Schedule.
887. 3Paragraph 3
888. 4Paragraph 4
889. 5Paragraph 5
890. 6Paragraph 6
891. Schedule SIXTH: Contents and Form of Annual Return of a Company having a Share Capital.
892. Part I: Contents.
893. 1Paragraph 1
894. 2Paragraph 2
895. 3Paragraph 3
896. 4Paragraph 4
897. 5Paragraph 5
898. 6Paragraph 6
899. IIForm.
900. Schedule SEVENTH: Conditions as to Interests in Shares and Debentures of Exempt Private Company.
901. Basic Conditions.
902. 1Paragraph 1
903. Exceptions for normal Dealings of a business Nature.
904. 2Paragraph 2
905. Exceptions for Cases of Death and for family Settlements.
906. 3Paragraph 3
907. Exception for Cases of Disability.
908. 4Paragraph 4
909. Exception for Trusts for Employees.
910. 5Paragraph 5
911. Exception for Shares held by Exempt Private Companies.
912. 6Paragraph 6
913. Exception for Banking or Finance Company providing Capital.
914. 7Paragraph 7
915. Exceptions for Bankruptcies, Liquidations, etc.
916. 8Paragraph 8
917. Meaning of “banking or finance company ”.
918. 9Paragraph 9
919. Schedule EIGHTH: Accounts.
920. Part: Preliminary.
921. 1Paragraph 1
922. Part I: General Provisions as to Balance Sheet and Profit and Loss Account.
923. Balance Sheet.
924. 2Paragraph 2
925. 3Paragraph 3
926. 4Paragraph 4
927. 5Paragraph 5
928. 6Paragraph 6
929. 7Paragraph 7
930. 8Paragraph 8
931. 9Paragraph 9
932. 10Paragraph 10
933. 11Paragraph 11
934. Profit and Loss Account.
935. 12Paragraph 12
936. 13Paragraph 13
937. 14Paragraph 14
938. Part II: Special Provisions where the Company is a Holding or Subsidiary Company.
939. Modifications of and Additions to Requirements as to Company's own Accounts.
940. 15Paragraph 15
941. 16Paragraph 16
942. Consolidated Accounts of Holding Company and Subsidiaries.
943. 17Paragraph 17
944. 18Paragraph 18
945. 19Paragraph 19
946. 20Paragraph 20
947. 21Paragraph 21
948. 22Paragraph 22
949. Part III: Exceptions for Special Classes of Company.
950. 23Paragraph 23
951. 24Paragraph 24
952. 25Paragraph 25
953. 26Paragraph 26
954. Part IV: Interpretation of Schedule.
955. 27Paragraph 27
956. 28Paragraph 28
957. Schedule NINTH: Matters to be expressly stated in Auditors' Report.
958. 1Paragraph 1
959. 2Paragraph 2
960. 3Paragraph 3
961. 4Paragraph 4
962. Schedule TENTH: Orders in Course of Winding Up pronounced in Vacation in Scotland.
963. IOrders which are to be final.
964. IIOrders which are to take effect until Matter disposed of by Inner House.
965. Schedule ELEVENTHProvisions of this Act which do not apply in the case of a Winding Up subject to Supervision of the Court.
966. Schedule TWELFTH: Fees to be paid to the Registrar of Companies.
967. ITable of Fees.
968. Part II: Limitations on Operation of Part I.
969. 1Paragraph 1
970. 2Paragraph 2
971. 3Paragraph 3
972. Schedule THIRTEENTHForm of Statement to be published by Banking and Insurance Companies and Deposit, Provident or Benefit Societies.
973. Schedule FOURTEENTHProvisions of this Act applied to Unregistered Companies.
974. Schedule FIFTEENTHProvisions Referred to in Section 438 of this Act.
975. Schedule SIXTEENTH: Amendments of other Acts.
976. The Assurance Companies Acts, 1909 to 1946.
977. 1Paragraph 1
978. The Prevention of Fraud (Investments) Act, 1939.
979. 2Paragraph 2
980. 3Paragraph 3
981. The Companies Act, 1947.
982. 4Paragraph 4
983. 5Paragraph 5
984. 6Paragraph 6
985. Schedule SEVENTEENTH: Enactments Repealed.
986. IGeneral Repeals.
987. IIProvisions of the Companies Act, 1947, repealed except for purposes of section one hundred and fifteen thereof.
988. Schedule EIGHTEENTH: Enactments Saved.
989. AN ACT TO REGULATE JOINT STOCK BANKS IN ENGLAND. (7 & 8 Vict. C. 113, S. 47).
990. THE JOINT STOCK BANKING COMPANIES ACT, 1857, PART OF S. 12.