{
  "url": "https://openlegislation.uk/companies-act-1989/schedule-11/paragraph-5",
  "json_url": "https://openlegislation.uk/companies-act-1989/schedule-11/paragraph-5.json",
  "legislation": "ukpga/1989/40",
  "legislation_title": "Companies Act 1989",
  "legislation_url": "https://openlegislation.uk/companies-act-1989",
  "path": "schedule/11/paragraph/5",
  "kind": "paragraph",
  "number": "5",
  "heading": null,
  "text": "(1) The following provisions explain what is meant in paragraph 4(1)(b)(ii) by a firm being “controlled by qualified persons”.\n(2) For this purpose references to a person being qualified are, in relation to an individual, to his holding an appropriate qualification, and in relation to a firm, to its being eligible for appointment as a company auditor.\n(3) A firm shall be treated as controlled by qualified persons if, and only if—\n(a) a majority of the members of the firm are qualified persons, and\n(b) where the firm’s affairs are managed by a board of directors, committee or other management body, a majority of the members of that body are qualified persons or, if the body consists of two persons only, at least one of them is a qualified person.\n(4) A majority of the members of a firm means—\n(a) where under the firm’s constitution matters are decided apon by the exercise of voting rights, members holding a majority of the rights to vote on all, or substantially all, matters;\n(b) in any other case, members having such rights under the constitution of the firm as enable them to direct its overall policy or alter its constitution.\n(5) A majority of the members of the management body of a firm means—\n(a) where matters are decided at meetings of the management body by the exercise of voting rights, members holding a majority of the rights to vote on all, or substantially all, matters at such meetings;\n(b) in any other case, members having such rights under the constitution of the firm as enable them to direct its overall policy or alter its constitution.\n(6) The provisions of paragraphs 5 to 11 of Schedule 10A to the Companies Act 1985 (rights to be taken into account and attribution of rights) apply for the purposes of this paragraph.",
  "extent": "E+W+S",
  "status": null,
  "version": "current",
  "annotations": [],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/ukpga/1989/40/schedule/11/paragraph/5",
    "retrieved_at": "2026-10-29T09:45:50.516840+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}