Companies Act 2006 in Scotland

2006 c. 46 · Enacted 8 November 2006 · Extends to United Kingdom

Contents

1. Part 1: General introductory provisions
2. Companies and Companies Acts
3. 1Companies
4. 2The Companies Acts
5. Types of company
6. 3Limited and unlimited companies
7. 4Private and public companies
8. 5Companies limited by guarantee and having share capital
9. 6Community interest companies
10. Part 2: Company formation
11. General
12. 7Method of forming company
13. 8Memorandum of association
14. Requirements for registration
15. 9Registration documents
16. 9ARequired information about the subscribers
17. 10Statement of capital and initial shareholdings
18. 11Statement of guarantee
19. 12Statement of proposed officers
20. 12AStatement of initial significant control
21. 12BOption to provide ID verification information about PSCs
22. 13Statement of compliance
23. Registration and its effect
24. 14Registration
25. 15Issue of certificate of incorporation
26. 16Effect of registration
27. Part 3: A company's constitution
28. Chapter 1: Introductory
29. 17A company's constitution
30. Chapter 2: Articles of association
31. General
32. 18Articles of association
33. 19Power of Secretary of State to prescribe model articles
34. 20Default application of model articles
35. Alteration of articles
36. 21Amendment of articles
37. 22Entrenched provisions of the articles
38. 23Notice to registrar of existence of restriction on amendment of articles
39. 24Statement of compliance where amendment of articles restricted
40. 25Effect of alteration of articles on company's members
41. 26Registrar to be sent copy of amended articles
42. 27Registrar's notice to comply in case of failure with respect to amended articles
43. Supplementary
44. 28Existing companies: provisions of memorandum treated as provisions of articles
45. Chapter 3: Resolutions and agreements affecting a company's constitution
46. 29Resolutions and agreements affecting a company's constitution
47. 30Copies of resolutions or agreements to be forwarded to registrar
48. Chapter 4: Miscellaneous and supplementary provisions
49. Statement of company's objects
50. 31Statement of company's objects
51. Other provisions with respect to a company's constitution
52. 32Constitutional documents to be provided to members
53. 33Effect of company's constitution
54. 34Notice to registrar where company's constitution altered by enactment
55. 35Notice to registrar where company's constitution altered by order
56. 36Documents to be incorporated in or accompany copies of articles issued by company
57. Supplementary provisions
58. 37Right to participate in profits otherwise than as member void
59. 38Application to single member companies of enactments and rules of law
60. Part 4: A company's capacity and related matters
61. Capacity of company and power of directors to bind it
62. 39A company's capacity
63. 40Power of directors to bind the company
64. 41Constitutional limitations: transactions involving directors or their associates
65. Formalities of doing business under the law of England and Wales or Northern Ireland
66. 43Company contracts
67. 44Execution of documents
68. 46Execution of deeds
69. 47Execution of deeds or other documents by attorney
70. Formalities of doing business under the law of Scotland
71. 48Execution of documents by companies
72. Other matters
73. 49Official seal for use abroad
74. 50Official seal for share certificates etc
75. 51Pre-incorporation contracts, deeds and obligations
76. 52Bills of exchange and promissory notes
77. Part 5: A company's name
78. Chapter 1: General requirements
79. Prohibited names
80. 53Prohibited names
81. 53ANames for criminal purposes
82. Sensitive words and expressions
83. 54Names suggesting connection with government or public authority
84. 55Other sensitive words or expressions
85. 56Duty to seek comments of government department or other specified body
86. 56ANames suggesting connection with foreign governments etc
87. Permitted characters etc
88. 57Permitted characters etc
89. Computer code
90. 57ANames containing computer code
91. Prohibitions where a company has been required to change a name
92. 57BProhibition on re-registering name following direction
93. 57CName that another company has been directed to change
94. Chapter 2: Indications of company type or legal form
95. Required indications for limited companies
96. 58Public limited companies
97. 59Private limited companies
98. 60Exemption from requirement as to use of “limited”
99. 61Continuation of existing exemption: companies limited by shares
100. 62Continuation of existing exemption: companies limited by guarantee
101. 63Exempt company: restriction on amendment of articles
102. 64Power to direct change of name in case of company ceasing to be entitled to exemption
103. Inappropriate use of indications of company type or legal form
104. 65Inappropriate use of indications of company type or legal form
105. Chapter 3: Similarity to other names
106. Similarity to other name on registrar's index
107. 66Name not to be the same as another in the index
108. 67Power to direct change of name in case of similarity to existing name
109. 68Direction to change name: supplementary provisions
110. Similarity to other name in which person has goodwill
111. 69Objection to company's registered name
112. 70Company names adjudicators
113. 71Procedural rules
114. 72Decision of adjudicator to be made available to public
115. 73Order requiring name to be changed
116. 74Appeal from adjudicator's decision
117. Chapter 4: Other powers of the Secretary of State and the registrar
118. Provision of misleading information
119. 75Provision of misleading information etc
120. Misleading indication of activities and names used for criminal purposes
121. 76Misleading indication of activities
122. 76APower to direct change of name used for criminal purposes
123. Direction to change name wrongly registered
124. 76BDirection to change name wrongly registered
125. Registrar’s powers to change names
126. 76CRegistrar’s power to change name containing computer code
127. 76DRegistrar’s power to change name for failure to comply with direction
128. Chapter 4A: Exceptions
129. 76EExceptions based on national security etc
130. Chapter 5: Change of name
131. 77Change of name
132. 78Change of name by special resolution
133. 79Change of name by means provided for in company's articles
134. 80Change of name: registration and issue of new certificate of incorporation
135. 81Change of name: effect
136. Chapter 6: Trading disclosures
137. 82Requirement to disclose company name etc
138. 83Civil consequences of failure to make required disclosure
139. 84Criminal consequences of failure to make required disclosures
140. 85Minor variations in form of name to be left out of account
141. Part 6: A company's registered office and email address
142. General
143. 86Duty to ensure registered office at appropriate address
144. 87Change of address of registered office
145. Welsh companies
146. 88Welsh companies
147. Registered email address
148. 88ADuty to maintain a registered email address
149. 88BChange of registered email address
150. Part 7: Re-registration as a means of altering a company's status
151. Introductory
152. 89Alteration of status by re-registration
153. Private company becoming public
154. 90Re-registration of private company as public
155. 91Requirements as to share capital
156. 92Requirements as to net assets
157. 93Recent allotment of shares for non-cash consideration
158. 94Application and accompanying documents
159. 95Statement of proposed secretary
160. 96Issue of certificate of incorporation on re-registration
161. Public company becoming private
162. 97Re-registration of public company as private limited company
163. 98Application to court to cancel resolution
164. 99Notice to registrar of court application or order
165. 100Application and accompanying documents
166. 101Issue of certificate of incorporation on re-registration
167. Private limited company becoming unlimited
168. 102Re-registration of private limited company as unlimited
169. 103Application and accompanying documents
170. 104Issue of certificate of incorporation on re-registration
171. Unlimited private company becoming limited
172. 105Re-registration of unlimited company as limited
173. 106Application and accompanying documents
174. 107Issue of certificate of incorporation on re-registration
175. 108Statement of capital required where company already has share capital
176. Public company becoming private and unlimited
177. 109Re-registration of public company as private and unlimited
178. 110Application and accompanying documents
179. 111Issue of certificate of incorporation on re-registration
180. Part 8: A company's members
181. Chapter 1: The members of a company
182. 112The members of a company
183. Chapter 2: Register of members
184. General Duty to keep register
185. 112AAlternative method of record-keeping Repealed
186. 113Register of members
187. 113ARequired information about members: individuals
188. 113BRequired information about members: corporate members and firms
189. 113CPower to amend the required information
190. 113DDuty on new members to notify required information
191. 113EDuty on member to notify changes to required information
192. 113FPower for company to require information from members
193. 113GFailure to comply with section 113D, 113E or 113F
194. 113HBasic false statement offences in connection with sections 113D to 113F
195. 113IAggravated false statement offences in connection with sections 113D to 113F
196. Duty to keep index of members
197. 113JIndex of members
198. Inspection etc of register and index of members
199. 114Register to be kept available for inspection
200. 115Index of members
201. 116Rights to inspect and require copies
202. 117Register of members: response to request for inspection or copy
203. 118Register of members: refusal of inspection or default in providing copy
204. 119Register of members: offences in connection with request for or disclosure of information
205. 120Information as to state of register and index
206. 120APower to make regulations protecting material
207. 120BOffence of failing to comply with regulations under section 120A
208. Removal of entries from register of members
209. 121Removal of entries relating to former members
210. Special cases
211. 122Share warrants
212. 123Single member companies
213. 124Company holding its own shares as treasury shares
214. Supplementary
215. 125Power of court to rectify register
216. 126Trusts not to be entered on register
217. 127Register to be evidence
218. 128Time limit for claims arising from entry in register
219. 128ZATransitional provision where information kept on central register
220. Chapter 2A: Option to keep information on central register Repealed
221. 128AIntroduction Repealed
222. 128BRight to make an election Repealed
223. 128CEffective date of election Repealed
224. 128DEffect of election on obligations under Chapter 2 Repealed
225. 128EDuty to notify registrar of changes Repealed
226. 128FInformation as to state of central register Repealed
227. 128GPower of court to order company to remedy default or delay Repealed
228. 128HCentral register to be evidence Repealed
229. 128ITime limits for claims arising from delivery to registrar Repealed
230. 128JWithdrawing the election Repealed
231. 128KPower to extend option to public companies Repealed
232. Chapter 3: Overseas branch registers
233. 129Overseas branch registers
234. 130Notice of opening of overseas branch register
235. 131Keeping of overseas branch register
236. 132Register or duplicate to be kept available for inspection in UK
237. 133Transactions in shares registered in overseas branch register
238. 134Jurisdiction of local courts
239. 135Discontinuance of overseas branch register
240. Chapter 4: Prohibition on subsidiary being member of its holding company
241. General prohibition
242. 136Prohibition on subsidiary being a member of its holding company
243. 137Shares acquired before prohibition became applicable
244. Subsidiary acting as personal representative or trustee
245. 138Subsidiary acting as personal representative or trustee
246. 139Interests to be disregarded: residual interest under pension scheme or employees' share scheme
247. 140Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme
248. Subsidiary acting as dealer in securities
249. 141Subsidiary acting as authorised dealer in securities
250. 142Protection of third parties in other cases where subsidiary acting as dealer in securities
251. Supplementary
252. 143Application of provisions to companies not limited by shares
253. 144Application of provisions to nominees
254. Part 9: Exercise of members' rights
255. Effect of provisions in company's articles
256. 145Effect of provisions of articles as to enjoyment or exercise of members' rights
257. Information rights
258. 146Traded companies: nomination of persons to enjoy information rights
259. 147Information rights: form in which copies to be provided
260. 148Termination or suspension of nomination
261. 149Information as to possible rights in relation to voting
262. 150Information rights: status of rights
263. 151Information rights: power to amend
264. Exercise of rights where shares held on behalf of others
265. 152Exercise of rights where shares held on behalf of others: exercise in different ways
266. 153Exercise of rights where shares held on behalf of others: members' requests
267. Part 10: A company's directors
268. Chapter 1: Appointment and removal of directors
269. Requirement to have directors
270. 154Companies required to have directors
271. 155Companies required to have at least one director who is a natural person
272. 156Direction requiring company to make appointment
273. Appointment
274. 156AEach director to be a natural person
275. 156BPower to provide for exceptions from requirement that each director be a natural person
276. 156CExisting director who is not a natural person
277. 157Minimum age for appointment as director
278. 158Power to provide for exceptions from minimum age requirement
279. 159.Existing under-age directors Repealed
280. 159ADisqualified person not to be appointed as director
281. 160Appointment of directors of public company to be voted on individually
282. 161Validity of acts of directors
283. ...
284. 161AAlternative method of record-keeping Repealed
285. 162Register of directors Repealed
286. 163Particulars of directors to be registered: individuals Repealed
287. 164Particulars of directors to be registered: corporate directors and firms Repealed
288. 165Register of directors' residential addresses Repealed
289. 166Particulars of directors to be registered: power to make regulations Repealed
290. 167Duty to notify registrar of changes Repealed
291. Option to keep information on the central register
292. 167ARight to make an election Repealed
293. 167BEffective date of election Repealed
294. 167CEffect of election on obligations under sections 162 to 167 Repealed
295. 167DDuty to notify registrar of changes Repealed
296. 167EWithdrawing the election Repealed
297. 167FPower to extend option to public companies Repealed
298. Notification of information about directors
299. 167GDuty to notify registrar of change in directors
300. 167HDuty to notify registrar of changes of information
301. 167INotification of changes occurring before company’s incorporation
302. 167JRequired information about a director: individuals
303. 167KRequired information about a director: corporate directors and firms
304. 167LDirectors: offence of failure to notify of changes
305. Directors: duties relating to ID verification and notification
306. 167MProhibition on director acting unless ID verified
307. 167NProhibition on acting unless directorship notified
308. Removal
309. 168Resolution to remove director
310. 169Director's right to protest against removal
311. 169ARemoval from office of disqualified directors
312. Chapter 2: General duties of directors
313. Introductory
314. 170Scope and nature of general duties
315. The general duties
316. 171Duty to act within powers
317. 172Duty to promote the success of the company
318. 173Duty to exercise independent judgment
319. 174Duty to exercise reasonable care, skill and diligence
320. 175Duty to avoid conflicts of interest
321. 176Duty not to accept benefits from third parties
322. 177Duty to declare interest in proposed transaction or arrangement
323. Supplementary provisions
324. 178Civil consequences of breach of general duties
325. 179Cases within more than one of the general duties
326. 180Consent, approval or authorisation by members
327. Chapter 3: Declaration of interest in existing transaction or arrangement
328. 182Declaration of interest in existing transaction or arrangement
329. 183Offence of failure to declare interest
330. 184Declaration made by notice in writing
331. 185General notice treated as sufficient declaration
332. 186Declaration of interest in case of company with sole director
333. 187Declaration of interest in existing transaction by shadow director
334. Chapter 4: Transactions with directors requiring approval of members
335. Service contracts
336. 188Directors' long-term service contracts: requirement of members' approval
337. 189Directors' long-term service contracts: civil consequences of contravention
338. Substantial property transactions
339. 190Substantial property transactions: requirement of members' approval
340. 191Meaning of “substantial”
341. 192Exception for transactions with members or other group companies
342. 193Exception in case of company in winding up or administration
343. 194Exception for transactions on recognised investment exchange
344. 195Property transactions: civil consequences of contravention
345. 196Property transactions: effect of subsequent affirmation
346. Loans, quasi-loans and credit transactions
347. 197Loans to directors: requirement of members' approval
348. 198Quasi-loans to directors: requirement of members' approval
349. 199Meaning of “quasi-loan” and related expressions
350. 200Loans or quasi-loans to persons connected with directors: requirement of members' approval
351. 201Credit transactions: requirement of members' approval
352. 202Meaning of “credit transaction”
353. 203Related arrangements: requirement of members' approval
354. 204Exception for expenditure on company business
355. 205Exception for expenditure on defending proceedings etc
356. 206Exception for expenditure in connection with regulatory action or investigation
357. 207Exceptions for minor and business transactions
358. 208Exceptions for intra-group transactions
359. 209Exceptions for money-lending companies
360. 210Other relevant transactions or arrangements
361. 211The value of transactions and arrangements
362. 212The person for whom a transaction or arrangement is entered into
363. 213Loans etc: civil consequences of contravention
364. 214Loans etc: effect of subsequent affirmation
365. Payments for loss of office
366. 215Payments for loss of office
367. 216Amounts taken to be payments for loss of office
368. 217Payment by company: requirement of members' approval
369. 218Payment in connection with transfer of undertaking etc: requirement of members' approval
370. 219Payment in connection with share transfer: requirement of members' approval
371. 220Exception for payments in discharge of legal obligations etc
372. 221Exception for small payments
373. 222Payments made without approval: civil consequences
374. Supplementary
375. 223Transactions requiring members' approval: application of provisions to shadow directors
376. 224Approval by written resolution: accidental failure to send memorandum
377. 225Cases where approval is required under more than one provision
378. 226Requirement of consent of Charity Commission: companies that are charities Repealed
379. Chapter 4A: Directors of quoted companies ...: special provision
380. Interpretation
381. 226AKey definitions
382. Restrictions relating to remuneration or loss of office payments
383. 226BRemuneration payments
384. 226CLoss of office payments
385. 226DSections 226B and 226C: supplementary
386. Supplementary
387. 226EPayments made without approval: civil consequences
388. 226FRelationship with requirements under Chapter 4
389. Chapter 5: Directors' service contracts
390. 227Directors' service contracts
391. 228Copy of contract or memorandum of terms to be available for inspection
392. 229Right of member to inspect and request copy
393. 230Directors' service contracts: application of provisions to shadow directors
394. Chapter 6: Contracts with sole members who are directors
395. 231Contract with sole member who is also a director
396. Chapter 7: Directors' liabilities
397. Provision protecting directors from liability
398. 232Provisions protecting directors from liability
399. 233Provision of insurance
400. 234Qualifying third party indemnity provision
401. 235Qualifying pension scheme indemnity provision
402. 236Qualifying indemnity provision to be disclosed in directors' report
403. 237Copy of qualifying indemnity provision to be available for inspection
404. 238Right of member to inspect and request copy
405. Ratification of acts giving rise to liability
406. 239Ratification of acts of directors
407. Chapter 8: Directors' residential addresses: protection from disclosure
408. 240Protected information
409. 241Protected information: restriction on use or disclosure by company
410. 242Protected information: restriction on ... disclosure by registrar
411. 243Permitted ... disclosure by the registrar
412. 244Disclosure under court order
413. 245Circumstances in which registrar may put address on the public record
414. 246Putting the address on the public record
415. Chapter 9: Supplementary provisions
416. Provision for employees on cessation or transfer of business
417. 247Power to make provision for employees on cessation or transfer of business
418. Records of meetings of directors
419. 248Minutes of directors' meetings
420. 249Minutes as evidence
421. Meaning of “director” and “shadow director”
422. 250“Director”
423. 251“Shadow director”
424. Other definitions
425. 252Persons connected with a director
426. 253Members of a director's family
427. 254Director “connected with” a body corporate
428. 255Director “controlling” a body corporate
429. 256Associated bodies corporate
430. 257References to company's constitution
431. General
432. 258Power to increase financial limits
433. 259Transactions under foreign law
434. Part 11: Derivative claims and proceedings by members
435. Chapter 1: Derivative claims in England and Wales or Northern Ireland
436. 260Derivative claims
437. 261Application for permission to continue derivative claim
438. 262Application for permission to continue claim as a derivative claim
439. 263Whether permission to be given
440. 264Application for permission to continue derivative claim brought by another member
441. Chapter 2: Derivative proceedings in Scotland
442. 265Derivative proceedings
443. 266Requirement for leave and notice
444. 267Application to continue proceedings as derivative proceedings
445. 268Granting of leave
446. 269Application by member to be substituted for member pursuing derivative proceedings
447. Part 12: Company secretaries
448. Private companies
449. 270Private company not required to have secretary
450. Public companies
451. 271Public company required to have secretary
452. 272Direction requiring public company to appoint secretary
453. 273Qualifications of secretaries of public companies
454. Provisions applying to private companies with a secretary and to public companies
455. 274Discharge of functions where office vacant or secretary unable to act
456. 274AAlternative method of record-keeping Repealed
457. 275Duty to keep register of secretaries Repealed
458. 276Duty to notify registrar of changes Repealed
459. 277Particulars of secretaries to be registered: individuals Repealed
460. 278Particulars of secretaries to be registered: corporate secretaries and firms Repealed
461. 279Particulars of secretaries to be registered: power to make regulations Repealed
462. ...
463. 279ARight to make an election Repealed
464. 279BEffective date of election Repealed
465. 279CEffect of election on obligations under sections 275 and 276 Repealed
466. 279DDuty to notify registrar of changes Repealed
467. 279EWithdrawing the election Repealed
468. 279FPower to extend option to public companies Repealed
469. Notification of information about secretaries
470. 279GDuty to notify registrar of change in secretary or joint secretary
471. 279HDuty to notify registrar of changes of information
472. 279INotification of changes occurring before company’s incorporation
473. 279JRequired information about a secretary etc: individuals
474. 279KRequired information about a secretary etc: corporate secretaries and firms
475. 279LFirms all of whose partners are joint secretaries
476. 279MSecretary or joint secretary: offence of failure to notify of changes
477. Person acting in dual capacity
478. 280Acts done by person in dual capacity
479. Part 13: Resolutions and meetings
480. Chapter 1: General provisions about resolutions
481. 281Resolutions
482. 282Ordinary resolutions
483. 283Special resolutions
484. 284Votes: general rules
485. 285Voting by proxy
486. 285AVoting rights on poll or written resolution
487. 286Votes of joint holders of shares
488. 287Saving for provisions of articles as to determination of entitlement to vote
489. Chapter 2: Written resolutions
490. General provisions about written resolutions
491. 288Written resolutions of private companies
492. 289Eligible members
493. Circulation of written resolutions
494. 290Circulation date
495. 291Circulation of written resolutions proposed by directors
496. 292Members' power to require circulation of written resolution
497. 293Circulation of written resolution proposed by members
498. 294Expenses of circulation
499. 295Application not to circulate members' statement
500. Agreeing to written resolutions
501. 296Procedure for signifying agreement to written resolution
502. 297Period for agreeing to written resolution
503. Supplementary
504. 298Sending documents relating to written resolutions by electronic means
505. 299Publication of written resolution on website
506. 300Relationship between this Chapter and provisions of company's articles
507. Chapter 3: Resolutions at meetings
508. General provisions about resolutions at meetings
509. 301Resolutions at general meetings
510. Calling meetings
511. 302Directors' power to call general meetings
512. 303Members' power to require directors to call general meeting
513. 304Directors' duty to call meetings required by members
514. 305Power of members to call meeting at company's expense
515. 306Power of court to order meeting
516. Notice of meetings
517. 307Notice required of general meeting
518. 307ANotice required of general meeting: certain meetings of traded companies
519. 308Manner in which notice to be given
520. 309Publication of notice of meeting on website
521. 310Persons entitled to receive notice of meetings
522. 311Contents of notices of meetings
523. 311ATraded companies: publication of information in advance of general meeting
524. 312Resolution requiring special notice
525. 313Accidental failure to give notice of resolution or meeting
526. Members' statements
527. 314Members' power to require circulation of statements
528. 315Company's duty to circulate members' statement
529. 316Expenses of circulating members' statement
530. 317Application not to circulate members' statement
531. Procedure at meetings
532. 318Quorum at meetings
533. 319Chairman of meeting
534. 319ATraded companies: questions at meetings
535. 320Declaration by chairman on a show of hands
536. 321Right to demand a poll
537. 322Voting on a poll
538. 322AVoting on a poll: votes cast in advance
539. 323Representation of corporations at meetings
540. Proxies
541. 324Rights to appoint proxies
542. 324AObligation of proxy to vote in accordance with instructions
543. 325Notice of meeting to contain statement of rights
544. 326Company-sponsored invitations to appoint proxies
545. 327Notice required of appointment of proxy etc
546. 328Chairing meetings
547. 329Right of proxy to demand a poll
548. 330Notice required of termination of proxy's authority
549. 331Saving for more extensive rights conferred by articles
550. Adjourned meetings
551. 332Resolution passed at adjourned meeting
552. Electronic communications
553. 333Sending documents relating to meetings etc in electronic form
554. 333ATraded company: duty to provide electronic address for receipt of proxies etc
555. Application to class meetings
556. 334Application to class meetings
557. 335Application to class meetings: companies without a share capital
558. Chapter 4: Public companies and traded companies: additional requirements for AGMs
559. 336Public companies and traded companies: annual general meeting
560. 337Public companies and traded companies: notice of AGM
561. 338Public companies: members' power to require circulation of resolutions for AGMs
562. 338ATraded companies: members' power to include other matters in business dealt with at AGM
563. 339Public companies: company's duty to circulate members' resolutions for AGMs
564. 340Public companies: expenses of circulating members' resolutions for AGM
565. 340ATraded companies: duty to circulate members' matters for AGM
566. 340BTraded companies: expenses of circulating members' matters to be dealt with at AGM
567. Chapter 5: Additional requirements for quoted companies AND TRADED COMPANIES
568. Website publication of poll results
569. 341Results of poll to be made available on website
570. Independent report on poll
571. 342Members' power to require independent report on poll
572. 343Appointment of independent assessor
573. 344Independence requirement
574. 345Meaning of “associate”
575. 346Effect of appointment of a partnership
576. 347The independent assessor's report
577. 348Rights of independent assessor: right to attend meeting etc
578. 349Rights of independent assessor: right to information
579. 350Offences relating to provision of information
580. 351Information to be made available on website
581. Supplementary
582. 352Application of provisions to class meetings
583. 353Requirements as to website availability
584. 354Power to limit or extend the types of company to which provisions of this Chapter apply
585. Chapter 6: Records of resolutions and meetings
586. 355Records of resolutions and meetings etc
587. 356Records as evidence of resolutions etc
588. 357Records of decisions by sole member
589. 358Inspection of records of resolutions and meetings
590. 359Records of resolutions and meetings of class of members
591. Chapter 7: Supplementary provisions
592. 360Computation of periods of notice etc: clear day rule
593. 360AElectronic meetings and voting
594. 360AATraded companies: confirmation of receipt of electronic voting
595. 360BTraded companies: requirements for participating in and voting at general meetings
596. 360BATraded companies: right to confirmation of vote after a general meeting
597. 360CMeaning of “traded company”
598. 361Meaning of “quoted company”
599. Part 14: Control of political donations and expenditure
600. Introductory
601. 362Introductory
602. Donations and expenditure to which this Part applies
603. 363Political parties, organisations etc to which this Part applies
604. 364Meaning of “political donation”
605. 365Meaning of “political expenditure”
606. Authorisation required for donations or expenditure
607. 366Authorisation required for donations or expenditure
608. 367Form of authorising resolution
609. 368Period for which resolution has effect
610. Remedies in case of unauthorised donations or expenditure
611. 369Liability of directors in case of unauthorised donation or expenditure
612. 370Enforcement of directors' liabilities by shareholder action
613. 371Enforcement of directors' liabilities by shareholder action: supplementary
614. 372Costs of shareholder action
615. 373Information for purposes of shareholder action
616. Exemptions
617. 374Trade unions
618. 375Subscription for membership of trade association
619. 376All-party parliamentary groups
620. 377Political expenditure exempted by order
621. 378Donations not amounting to more than £5,000 in any twelve month period
622. Supplementary provisions
623. 379Minor definitions
624. Part 15: Accounts and reports
625. Chapter 1: Introduction
626. General
627. 380Scheme of this Part
628. Companies subject to the small companies regime
629. 381Companies subject to the small companies regime
630. 382Companies qualifying as small: general
631. 383Companies qualifying as small: parent companies
632. 384Companies excluded from the small companies regime
633. 384ACompanies qualifying as micro-entities
634. 384BCompanies excluded from being treated as micro-entities
635. Quoted and unquoted companies
636. 385Quoted and unquoted companies
637. Chapter 2: Accounting records
638. 386Duty to keep accounting records
639. 387Duty to keep accounting records: offence
640. 388Where and for how long records to be kept
641. 389Where and for how long records to be kept: offences
642. Chapter 3: A company's financial year
643. 390A company's financial year
644. 391Accounting reference periods and accounting reference date
645. 392Alteration of accounting reference date
646. Chapter 4: Annual accounts
647. General
648. 393Accounts to give true and fair view
649. Individual accounts
650. 394Duty to prepare individual accounts
651. 394AIndividual accounts: exemption for dormant subsidiaries
652. 394BCompanies excluded from the dormant subsidiaries exemption
653. 394CDormant subsidiaries exemption: parent undertaking declaration of guarantee
654. 395Individual accounts: applicable accounting framework
655. 396Companies Act individual accounts
656. 397IAS individual accounts
657. ...
658. 398Option to prepare group accounts Repealed
659. Group accounts ...
660. 399Duty to prepare group accounts
661. 400Exemption for company included in UK group accounts of larger group
662. 401Exemption for company included in non-UK group accounts of larger group
663. 402Exemption if no subsidiary undertakings need be included in the consolidation
664. Group accounts: general
665. 403Group accounts: applicable accounting framework
666. 404Companies Act group accounts
667. 405Companies Act group accounts: subsidiary undertakings included in the consolidation
668. 406IAS group accounts
669. 407Consistency of financial reporting within group
670. 408Individual profit and loss account where group accounts prepared
671. Information to be given in notes to the accounts
672. 409Information about related undertakings
673. 410Information about related undertakings: alternative compliance Repealed
674. 410AInformation about off-balance sheet arrangements
675. 411Information about employee numbers and costs
676. 412Information about directors' benefits: remuneration
677. 413Information about directors' benefits: advances, credit and guarantees
678. Approval and signing of accounts
679. 414Approval and signing of accounts
680. Chapter 4A: STRATEGIC REPORT
681. 414ADuty to prepare strategic report
682. 414BStrategic report: small companies exemption
683. 414CContents of strategic report
684. 414CZASection 172(1) statement
685. 414CANon-financial and sustainability information statement
686. 414CBContents of non-financial and sustainability information statement
687. 414DApproval and signing of strategic report
688. Chapter 5: Directors' report
689. Directors' report
690. 415Duty to prepare directors' report
691. 415ADirectors' report: small companies exemption
692. 416Contents of directors' report: general
693. 417Contents of directors' report: business review Repealed
694. 418Contents of directors' report: statement as to disclosure to auditors
695. 419Approval and signing of directors' report
696. 419AApproval and signing of separate corporate governance statement
697. Chapter 6: Quoted companies ...: directors' remuneration report
698. 420Duty to prepare directors' remuneration report
699. 421Contents of directors' remuneration report
700. 422Approval and signing of directors' remuneration report
701. 422ARevisions to directors' remuneration policy
702. Chapter 7: Publication of accounts and reports
703. Duty to circulate copies of accounts and reports
704. 423Duty to circulate copies of annual accounts and reports
705. 424Time allowed for sending out copies of accounts and reports
706. 425Default in sending out copies of accounts and reports: offences
707. Option to provide strategic report with supplementary material
708. 426Option to provide strategic report with supplementary material
709. 426ASupplementary material
710. Section 172(1) statement: requirements as to website publication
711. 426BSection 172(1) statement to be made available on website
712. 427Form and contents of summary financial statement: unquoted companies Repealed
713. 428Form and contents of summary financial statement: quoted companies Repealed
714. 429Summary financial statements: offences Repealed
715. Quoted companies ...: requirements as to website publication
716. 430Quoted companies ...: annual accounts and reports to be made available on website
717. Right of member or debenture holder to demand copies of accounts and reports
718. 431Right of member or debenture holder to copies of accounts and reports: unquoted companies
719. 432Right of member or debenture holder to copies of accounts and reports: quoted companies
720. Requirements in connection with publication of accounts and reports
721. 433Name of signatory to be stated in published copies of accounts and reports
722. 434Requirements in connection with publication of statutory accounts
723. 435Requirements in connection with publication of non-statutory accounts
724. 436Meaning of “publication” in relation to accounts and reports
725. Chapter 8: Public companies: laying of accounts and reports before general meeting
726. 437Public companies: laying of accounts and reports before general meeting
727. 438Public companies: offence of failure to lay accounts and reports
728. Chapter 9: Quoted companies ...: members' approval of directors' remuneration report
729. 439Quoted companies ...: members' approval of directors' remuneration report
730. 439AQuoted companies ...: members' approval of directors' remuneration policy
731. 440Quoted companies ...: offences in connection with procedure for approval
732. Chapter 10: Filing of accounts and reports
733. Duty to file accounts and reports
734. 441Duty to file accounts and reports with the registrar
735. 442Period allowed for filing accounts
736. 443Calculation of period allowed
737. Filing obligations of different descriptions of company
738. 443AFiling obligations of micro-entities
739. 444Filing obligations of companies subject to small companies regime Filing obligations of small companies other than micro-entities
740. 444AFiling obligations of companies entitled to small companies exemption in relation to directors' report
741. 445Filing obligations of medium-sized companies
742. 446Filing obligations of unquoted companies
743. 447Filing obligations of quoted companies
744. 448Unlimited companies exempt from obligation to file accounts
745. 448ADormant subsidiaries exempt from obligation to file accounts
746. 448BCompanies excluded from the dormant subsidiaries exemption
747. 448CDormant subsidiaries filing exemption: parent undertaking declaration of guarantee
748. Requirements where abbreviated accounts delivered
749. 449Special auditor's report where abbreviated accounts delivered Repealed
750. 450Approval and signing of abbreviated accounts Repealed
751. Failure to file accounts and reports
752. 451Default in filing accounts and reports: offences
753. 452Default in filing accounts and reports: court order
754. 453Civil penalty for failure to file accounts and reports
755. Chapter 11: Revision of defective accounts and reports
756. Voluntary revision
757. 454Voluntary revision of accounts etc
758. Secretary of State's notice
759. 455Secretary of State's notice in respect of accounts or reports
760. Application to court
761. 456Application to court in respect of defective accounts or reports
762. 457Other persons authorised to apply to the court
763. 458Disclosure of information by tax authorities
764. Power of authorised person to require documents etc
765. 459Power of authorised person to require documents, information and explanations
766. 460Restrictions on disclosure of information obtained under compulsory powers
767. 461Permitted disclosure of information obtained under compulsory powers
768. 462Power to amend categories of permitted disclosure
769. Chapter 12: Supplementary provisions
770. Liability for false or misleading statements in reports and statements
771. 463Liability for false or misleading statements in reports and statements
772. Accounting and reporting standards
773. 464Accounting standards
774. Companies qualifying as medium-sized
775. 465Companies qualifying as medium-sized: general
776. 466Companies qualifying as medium-sized: parent companies
777. 467Companies excluded from being treated as medium-sized
778. General power to make further provision about accounts and reports
779. 468General power to make further provision about accounts and reports
780. 468AUse or disclosure of profit and loss accounts for certain companies
781. Other supplementary provisions
782. 469Preparation and filing of accounts in euros
783. 470Power to apply provisions to banking partnerships
784. 471Meaning of “annual accounts” and related expressions
785. 472Notes to the accounts
786. 472AMeaning of “corporate governance statement” etc
787. 473Parliamentary procedure for certain regulations under this Part
788. 474Minor definitions
789. Part 16: Audit
790. Chapter 1: Requirement for audited accounts
791. Requirement for audited accounts
792. 475Requirement for audited accounts
793. 476Right of members to require audit
794. Exemption from audit: small companies
795. 477Small companies: conditions for exemption from audit
796. 478Companies excluded from small companies exemption
797. 479Availability of small companies exemption in case of group company
798. Exemption from audit: qualifying subsidiaries
799. 479ASubsidiary companies: conditions for exemption from audit
800. 479BCompanies excluded from the subsidiary companies audit exemption
801. 479CSubsidiary companies audit exemption: parent undertaking declaration of guarantee
802. Exemption from audit: dormant companies
803. 480Dormant companies: conditions for exemption from audit
804. 481Companies excluded from dormant companies exemption
805. Companies subject to public sector audit
806. 482Non-profit-making companies subject to public sector audit
807. 483Scottish public sector companies: audit by Auditor General for Scotland
808. General power of amendment by regulations
809. 484General power of amendment by regulations
810. Chapter 2: Appointment of auditors
811. Private companies
812. 485Appointment of auditors of private company: general
813. 485AAppointment of auditors of private company: additional requirements for public interest entities with audit committees
814. 485BAppointment of auditors of private company: additional requirements for public interest entities without audit committees
815. 485CRestriction on appointment of auditor of private company which is a public interest entity
816. 486Appointment of auditors of private company: default power of Secretary of State
817. 486ADefective appointments: default power of Secretary of State
818. 487Term of office of auditors of private company
819. 487AMaximum engagement period: transitional arrangements Repealed
820. 488Prevention by members of deemed re-appointment of auditor
821. Public companies
822. 489Appointment of auditors of public company: general
823. 489AAppointment of auditors of public company: additional requirements for public interest entities with audit committees
824. 489BAppointment of auditors of public company: additional requirements for public interest entities without audit committees
825. 489CRestriction on appointment of auditor of public company which is a public interest entity
826. 490Appointment of auditors of public company: default power of Secretary of State
827. 490ADefective appointments: default power of Secretary of State
828. 491Term of office of auditors of public company
829. 491AMaximum engagement period: transitional arrangements Repealed
830. General provisions
831. 492Fixing of auditor's remuneration
832. 493Disclosure of terms of audit appointment
833. 494Disclosure of services provided by auditor or associates and related remuneration
834. 494ZAThe maximum engagement period
835. 494AInterpretation
836. Chapter 3: Functions of auditor
837. Auditor's report
838. 495Auditor's report on company's annual accounts
839. 496Auditor's report on strategic report and on directors' report
840. 497Auditor's report on auditable part of directors' remuneration report
841. 497AAuditor's report on separate corporate governance statement
842. Duties and rights of auditors
843. 498Duties of auditor
844. 498AAuditor's duties in relation to separate corporate governance statement
845. 499Auditor's general right to information
846. 500Auditor's right to information from overseas subsidiaries
847. 501Auditor's rights to information: offences
848. 502Auditor's rights in relation to resolutions and meetings
849. Signature of auditor's report
850. 503Signature of auditor's report
851. 504Senior statutory auditor
852. 505Names to be stated in published copies of auditor's report
853. 506Circumstances in which names may be omitted
854. Offences in connection with auditor's report
855. 507Offences in connection with auditor's report
856. 509Guidance for regulatory authorities: Scotland
857. Chapter 4: Removal, resignation, etc of auditors
858. Removal of auditor
859. 510Resolution removing auditor from office
860. 511Special notice required for resolution removing auditor from office
861. 511APublic interest companies: application to court to remove auditor from office
862. 512Notice to registrar of resolution removing auditor from office Repealed
863. 513Rights of auditor who has been removed from office
864. Failure to re-appoint auditor
865. 514Failure to re-appoint auditor: special procedure required for written resolution
866. 515Failure to re-appoint auditor: special notice required for resolution at general meeting
867. Resignation of auditor
868. 516Resignation of auditor
869. 517Notice to registrar of resignation of auditor Repealed
870. 518Rights of resigning auditor
871. Statement by auditor on ceasing to hold office
872. 519Statement by auditor to be sent to company
873. 519AMeaning of “public interest company”, “non-public interest company” and “exempt reasons”
874. 520Company's duties in relation to statement
875. 521Copy of statement to be sent to registrar
876. 522Duty of auditor to send statement to appropriate audit authority
877. 523Duty of company to notify appropriate audit authority
878. 524Provision of information to accounting authorities
879. 525Meaning of “appropriate audit authority” ...
880. Supplementary
881. 526Effect of casual vacancies
882. Chapter 5: Quoted companies: right of members to raise audit concerns at accounts meeting
883. 527Members' power to require website publication of audit concerns
884. 528Requirements as to website availability
885. 529Website publication: company's supplementary duties
886. 530Website publication: offences
887. 531Meaning of “quoted company”
888. Chapter 6: Auditors' liability
889. Voidness of provisions protecting auditors from liability
890. 532Voidness of provisions protecting auditors from liability
891. Indemnity for costs of defending proceedings
892. 533Indemnity for costs of successfully defending proceedings
893. Liability limitation agreements
894. 534Liability limitation agreements
895. 535Terms of liability limitation agreement
896. 536Authorisation of agreement by members of the company
897. 537Effect of liability limitation agreement
898. 538Disclosure of agreement by company
899. 538AMeaning of “corporate governance statement” etc
900. Chapter 7: Supplementary provisions
901. 539Minor definitions
902. Part 17: A company's share capital
903. Chapter 1: Shares and share capital of a company
904. Shares
905. 540Shares
906. 541Nature of shares
907. 542Nominal value of shares
908. 543Numbering of shares
909. 544Transferability of shares
910. 545Companies having a share capital
911. 546Issued and allotted share capital
912. Share capital
913. 547Called-up share capital
914. 548Equity share capital
915. Chapter 2: Allotment of shares: general provisions
916. Power of directors to allot shares
917. 549Exercise by directors of power to allot shares etc
918. 550Power of directors to allot shares etc: private company with only one class of shares
919. 551Power of directors to allot shares etc: authorisation by company
920. Prohibition of commissions, discounts and allowances
921. 552General prohibition of commissions, discounts and allowances
922. 553Permitted commission
923. Registration of allotment
924. 554Registration of allotment
925. Return of allotment
926. 555Return of allotment by limited company
927. 556Return of allotment by unlimited company allotting new class of shares
928. 557Offence of failure to make return
929. Supplementary provisions
930. 558When shares are allotted
931. 559Provisions about allotment not applicable to shares taken on formation
932. Chapter 3: Allotment of equity securities: existing shareholders' right of pre-emption
933. Introductory
934. 560Meaning of “equity securities” and related expressions
935. Existing shareholders' right of pre-emption
936. 561Existing shareholders' right of pre-emption
937. 562Communication of pre-emption offers to shareholders
938. 563Liability of company and officers in case of contravention
939. Exceptions to right of pre-emption
940. 564Exception to pre-emption right: bonus shares
941. 565Exception to pre-emption right: issue for non-cash consideration
942. 566Exceptions to pre-emption right: employees' share schemes
943. 566AException to pre-emption right: companies in financial difficulty
944. Exclusion of right of pre-emption
945. 567Exclusion of requirements by private companies
946. 568Exclusion of pre-emption right: articles conferring corresponding right
947. Disapplication of pre-emption rights
948. 569Disapplication of pre-emption rights: private company with only one class of shares
949. 570Disapplication of pre-emption rights: directors acting under general authorisation
950. 571Disapplication of pre-emption rights by special resolution
951. 572Liability for false statement in directors' statement
952. 573Disapplication of pre-emption rights: sale of treasury shares
953. Supplementary
954. 574References to holder of shares in relation to offer
955. 575Saving for other restrictions on offer or allotment
956. 576Saving for certain older pre-emption requirements
957. 577Provisions about pre-emption not applicable to shares taken on formation
958. Chapter 4: Public companies: allotment where issue not fully subscribed
959. 578Public companies: allotment where issue not fully subscribed
960. 579Public companies: effect of irregular allotment where issue not fully subscribed
961. Chapter 5: Payment for shares
962. General rules
963. 580Shares not to be allotted at a discount
964. 581Provision for different amounts to be paid on shares
965. 582General rule as to means of payment
966. 583Meaning of payment in cash
967. Additional rules for public companies
968. 584Public companies: shares taken by subscribers of memorandum
969. 585Public companies: must not accept undertaking to do work or perform services
970. 586Public companies: shares must be at least one-quarter paid up
971. 587Public companies: payment by long-term undertaking
972. Supplementary provisions
973. 588Liability of subsequent holders of shares
974. 589Power of court to grant relief
975. 590Penalty for contravention of this Chapter
976. 591Enforceability of undertakings to do work etc
977. 592The appropriate rate of interest
978. Chapter 6: Public companies: independent valuation of non-cash consideration
979. Non-cash consideration for shares
980. 593Public company: valuation of non-cash consideration for shares
981. 594Exception to valuation requirement: arrangement with another company
982. 595Exception to valuation requirement: merger or division
983. 596Non-cash consideration for shares: requirements as to valuation and report
984. 597Copy of report to be delivered to registrar
985. Transfer of non-cash asset in initial period
986. 598Public company: agreement for transfer of non-cash asset in initial period
987. 599Agreement for transfer of non-cash asset: requirement of independent valuation
988. 600Agreement for transfer of non-cash asset: requirements as to valuation and report
989. 601Agreement for transfer of non-cash asset: requirement of approval by members
990. 602Copy of resolution to be delivered to registrar
991. 603Adaptation of provisions in relation to company re-registering as public
992. 604Agreement for transfer of non-cash asset: effect of contravention
993. Supplementary provisions
994. 605Liability of subsequent holders of shares
995. 606Power of court to grant relief
996. 607Penalty for contravention of this Chapter
997. 608Enforceability of undertakings to do work etc
998. 609The appropriate rate of interest
999. Chapter 7: Share premiums
1000. The share premium account
1001. 610Application of share premiums
1002. Relief from requirements as to share premiums
1003. 611Group reconstruction relief
1004. 612Merger relief
1005. 613Merger relief: meaning of 90% equity holding
1006. 614Power to make further provision by regulations
1007. 615Relief may be reflected in company's balance sheet
1008. Supplementary provisions
1009. 616Interpretation of this Chapter
1010. Chapter 8: Alteration of share capital
1011. How share capital may be altered
1012. 617Alteration of share capital of limited company
1013. Subdivision or consolidation of shares
1014. 618Sub-division or consolidation of shares
1015. 619Notice to registrar of sub-division or consolidation
1016. Reconversion of stock into shares
1017. 620Reconversion of stock into shares
1018. 621Notice to registrar of reconversion of stock into shares
1019. Redenomination of share capital
1020. 622Redenomination of share capital
1021. 623Calculation of new nominal values
1022. 624Effect of redenomination
1023. 625Notice to registrar of redenomination
1024. 626Reduction of capital in connection with redenomination
1025. 627Notice to registrar of reduction of capital in connection with redenomination
1026. 628Redenomination reserve
1027. Chapter 9: Classes of share and class rights
1028. Introductory
1029. 629Classes of shares
1030. Variation of class rights
1031. 630Variation of class rights: companies having a share capital
1032. 631Variation of class rights: companies without a share capital
1033. 632Variation of class rights: saving for court's powers under other provisions
1034. 633Right to object to variation: companies having a share capital
1035. 634Right to object to variation: companies without a share capital
1036. 635Copy of court order to be forwarded to the registrar
1037. Matters to be notified to the registrar
1038. 636Notice of name or other designation of class of shares
1039. 637Notice of particulars of variation of rights attached to shares
1040. 638Notice of new class of members
1041. 639Notice of name or other designation of class of members
1042. 640Notice of particulars of variation of class rights
1043. Chapter 10: Reduction of share capital
1044. Introductory
1045. 641Circumstances in which a company may reduce its share capital
1046. Private companies: reduction of capital supported by solvency statement
1047. 642Reduction of capital supported by solvency statement
1048. 643Solvency statement
1049. 644Registration of resolution and supporting documents
1050. Reduction of capital confirmed by the court
1051. 645Application to court for order of confirmation
1052. 646Creditors entitled to object to reduction
1053. 647Offences in connection with list of creditors
1054. 648Court order confirming reduction
1055. 649Registration of order and statement of capital
1056. Public company reducing capital below authorised minimum
1057. 650Public company reducing capital below authorised minimum
1058. 651Expedited procedure for re-registration as a private company
1059. Effect of reduction of capital
1060. 652Liability of members following reduction of capital
1061. 653Liability to creditor in case of omission from list of creditors
1062. Chapter 11: Miscellaneous and supplementary provisions
1063. 654Treatment of reserve arising from reduction of capital
1064. 655Shares no bar to damages against company
1065. 656Public companies: duty of directors to call meeting on serious loss of capital
1066. 657General power to make further provision by regulations
1067. Part 18: Acquisition by limited company of its own shares
1068. Chapter 1: General provisions
1069. Introductory
1070. 658General rule against limited company acquiring its own shares
1071. 659Exceptions to general rule
1072. Shares held by company's nominee
1073. 660Treatment of shares held by nominee
1074. 661Liability of others where nominee fails to make payment in respect of shares
1075. Shares held by or for public company
1076. 662Duty to cancel shares in public company held by or for the company
1077. 663Notice of cancellation of shares
1078. 664Re-registration as private company in consequence of cancellation
1079. 665Issue of certificate of incorporation on re-registration
1080. 666Effect of failure to re-register
1081. 667Offence in case of failure to cancel shares or re-register
1082. 668Application of provisions to company re-registering as public company
1083. 669Transfer to reserve on acquisition of shares by public company or nominee
1084. Charges of public company on own shares
1085. 670Public companies: general rule against lien or charge on own shares
1086. Supplementary provisions
1087. 671Interests to be disregarded in determining whether company has beneficial interest
1088. 672Residual interest under pension scheme or employees' share scheme
1089. 673Employer's charges and other rights of recovery
1090. 674Rights as personal representative or trustee
1091. 675Meaning of “pension scheme”
1092. 676Application of provisions to directors
1093. Chapter 2: Financial assistance for purchase of own shares
1094. Introductory
1095. 677Meaning of “financial assistance”
1096. Circumstances in which financial assistance prohibited
1097. 678Assistance for acquisition of shares in public company
1098. 679Assistance by public company for acquisition of shares in its private holding company
1099. 680Prohibited financial assistance an offence
1100. Exceptions from prohibition
1101. 681Unconditional exceptions
1102. 682Conditional exceptions
1103. Supplementary
1104. 683Definitions for this Chapter
1105. Chapter 3: Redeemable shares
1106. 684Power of limited company to issue redeemable shares
1107. 685Terms and manner of redemption
1108. 686Payment for redeemable shares
1109. 687Financing of redemption
1110. 688Redeemed shares treated as cancelled
1111. 689Notice to registrar of redemption
1112. Chapter 4: Purchase of own shares
1113. General provisions
1114. 690Power of limited company to purchase own shares
1115. 691Payment for purchase of own shares
1116. 692Financing of purchase of own shares
1117. Authority for purchase of own shares
1118. 693Authority for purchase of own shares
1119. 693AAuthority for off-market purchase for the purposes of or pursuant to an employees' share scheme
1120. Authority for off-market purchase
1121. 694Authority for off-market purchase
1122. 695Resolution authorising off-market purchase: exercise of voting rights
1123. 696Resolution authorising off-market purchase: disclosure of details of contract
1124. 697Variation of contract for off-market purchase
1125. 698Resolution authorising variation: exercise of voting rights
1126. 699Resolution authorising variation: disclosure of details of variation
1127. 700Release of company's rights under contract for off-market purchase
1128. Authority for market purchase
1129. 701Authority for market purchase
1130. Supplementary provisions
1131. 702Copy of contract or memorandum to be available for inspection
1132. 703Enforcement of right to inspect copy or memorandum
1133. 704No assignment of company's right to purchase own shares
1134. 705Payments apart from purchase price to be made out of distributable profits
1135. 706Treatment of shares purchased
1136. 707Return to registrar of purchase of own shares
1137. 708Notice to registrar of cancellation of shares
1138. Chapter 5: Redemption or purchase by private company out of capital
1139. Introductory
1140. 709Power of private limited company to redeem or purchase own shares out of capital
1141. The permissible capital payment
1142. 710The permissible capital payment
1143. 711Available profits
1144. 712Determination of available profits
1145. Requirements for payment out of capital
1146. 713Requirements for payment out of capital
1147. 714Directors' statement and auditor's report
1148. 715Directors' statement: offence if no reasonable grounds for opinion
1149. 716Payment to be approved by special resolution
1150. 717Resolution authorising payment: exercise of voting rights
1151. 718Resolution authorising payment: disclosure of directors' statement and auditor's report
1152. 719Public notice of proposed payment
1153. 720Directors' statement and auditor's report to be available for inspection
1154. Requirements for payment out of capital: employees' share schemes
1155. 720AReduced requirements for payment out of capital for purchase of own shares for the purposes of or pursuant to an employees' share scheme
1156. 720BRegistration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees' share scheme
1157. Objection to payment by members or creditors
1158. 721Application to court to cancel resolution
1159. 722Notice to registrar of court application or order
1160. Supplementary provisions
1161. 723Time when payment out of capital to be made or shares to be surrendered
1162. Chapter 6: Treasury shares
1163. 724Treasury shares
1164. 725Treasury shares: maximum holdings Repealed
1165. 726Treasury shares: exercise of rights
1166. 727Treasury shares: disposal
1167. 728Treasury shares: notice of disposal
1168. 729Treasury shares: cancellation
1169. 730Treasury shares: notice of cancellation
1170. 731Treasury shares: treatment of proceeds of sale
1171. 732Treasury shares: offences
1172. Chapter 7: Supplementary provisions
1173. 733The capital redemption reserve
1174. 734Accounting consequences of payment out of capital
1175. 735Effect of company's failure to redeem or purchase
1176. 736Meaning of “distributable profits”
1177. 737General power to make further provision by regulations
1178. Part 19: Debentures
1179. General provisions
1180. 738Meaning of “debenture”
1181. 739Perpetual debentures
1182. 740Enforcement of contract to subscribe for debentures
1183. 741Registration of allotment of debentures
1184. 742Debentures to bearer (Scotland)
1185. Register of debenture holders
1186. 743Register of debenture holders
1187. 744Register of debenture holders: right to inspect and require copy
1188. 745Register of debenture holders: response to request for inspection or copy
1189. 746Register of debenture holders: refusal of inspection or default in providing copy
1190. 747Register of debenture holders: offences in connection with request for or disclosure of information
1191. 748Time limit for claims arising from entry in register
1192. Supplementary provisions
1193. 749Right of debenture holder to copy of deed
1194. 750Liability of trustees of debentures
1195. 751Liability of trustees of debentures: saving for certain older provisions
1196. 752Power to re-issue redeemed debentures
1197. 753Deposit of debentures to secure advances
1198. 754Priorities where debentures secured by floating charge
1199. Part 20: Private and public companies
1200. Chapter 1: Prohibition of public offers by private companies
1201. 755Prohibition of public offers by private company
1202. 756Meaning of “offer to the public”
1203. 757Enforcement of prohibition: order restraining proposed contravention
1204. 758Enforcement of prohibition: orders available to the court after contravention
1205. 759Enforcement of prohibition: remedial order
1206. 760Validity of allotment etc not affected
1207. Chapter 2: Minimum share capital requirement for public companies
1208. 761Public company: requirement as to minimum share capital
1209. 762Procedure for obtaining certificate
1210. 763The authorised minimum
1211. 764Power to alter authorised minimum
1212. 765Authorised minimum: application of initial requirement
1213. 766Authorised minimum: application where shares denominated in different currencies etc
1214. 767Consequences of doing business etc without a trading certificate
1215. Part 21: Certification and transfer of securities
1216. Chapter 1: Certification and transfer of securities: general
1217. Share certificates
1218. 768Share certificate to be evidence of title
1219. Issue of certificates etc on allotment
1220. 769Duty of company as to issue of certificates etc on allotment
1221. Transfer of securities
1222. 770Registration of transfer
1223. 771Procedure on transfer being lodged
1224. 772Transfer of shares on application of transferor
1225. 773Execution of share transfer by personal representative
1226. 774Evidence of grant of probate etc
1227. 775Certification of instrument of transfer
1228. Issue of certificates etc on transfer
1229. 776Duty of company as to issue of certificates etc on transfer
1230. 777Issue of certificates etc: cases within the Stock Transfer Act 1982
1231. Issue of certificates etc on allotment or transfer to financial institution
1232. 778Issue of certificates etc: allotment or transfer to financial institution
1233. Share warrants
1234. 779Prohibition on issue of new share warrants and effect of existing share warrants
1235. 780Duty of company as to issue of certificates on surrender of share warrant Repealed
1236. 781Offences in connection with share warrants (Scotland)
1237. Supplementary provisions
1238. 782Issue of certificates etc: court order to make good default
1239. Chapter 2: Evidencing and transfer of title to securities without written instrument
1240. Introductory
1241. 783Scope of this Chapter
1242. 784Power to make regulations
1243. Powers exercisable
1244. 785Provision enabling procedures for evidencing and transferring title
1245. 786Provision enabling or requiring arrangements to be adopted
1246. 787Provision enabling or requiring arrangements to be adopted: order-making powers
1247. Supplementary
1248. 788Provision that may be included in regulations
1249. 789Duty to consult
1250. 790Resolutions to be forwarded to registrar
1251. Part 21A: Information about people with significant control
1252. Chapter 1: Introduction
1253. 790AOverview
1254. 790BCompanies to which this Part applies
1255. 790CKey terms
1256. 790CAReferences to “confirmation” etc of information
1257. Chapter 2: Information-gathering
1258. Duty on companies
1259. 790CBDuty to find out about persons with significant control
1260. 790DCompany’s duty to give notices to persons with significant control
1261. 790DAObtaining information from third parties
1262. 790ECompany’s duty to find out about changes in PSC information
1263. 790EACompany’s duty to find out about persons ceasing to be PSCs
1264. 790EBCompany’s duty to notify failure to comply with notices
1265. 790ECCompany’s duty to notify of late compliance with notices
1266. 790EDCompany’s duty to notify that it has given a restrictions notice
1267. 790EECompany’s duty to notify that it has withdrawn a restrictions notice
1268. 790EFCompany’s duty to notify that court has ended restrictions
1269. 790FFailure by company to comply with information duties
1270. Duty on others
1271. 790GDuty to notify company on becoming PSC
1272. 790HDuty to notify company of changes in PSC information
1273. 790HADuty to notify company of ceasing to be a PSC
1274. Compliance
1275. 790IEnforcement of disclosure requirements
1276. Power to impose further duties
1277. 790IAPower to impose further duties involving nominee shareholders
1278. Exemption from information and registration requirements
1279. 790JPower to make exemptions
1280. Required particulars
1281. 790KRequired particulars
1282. 790LRequired particulars: power to amend
1283. Chapter 2A: Duty to notify registrar of persons with significant control and ID verification
1284. Duty to notify registrar of persons with significant control
1285. 790LADuty to notify registrar of confirmed persons with significant control
1286. 790LBOption to provide ID verification information in notice of change
1287. 790LCDuty to notify registrar of unconfirmed persons with significant control
1288. Duty to notify registrar of changes in required particulars
1289. 790LDDuties to notify of changes in required particulars
1290. 790LEDuty to notify of pre-incorporation changes in required particulars
1291. Duty to notify registrar of person ceasing to be person with significant control etc
1292. 790LFDuty to notify registrar when person ceases to have significant control
1293. 790LGNotification of someone not becoming person with significant control on incorporation
1294. 790LHDuty to notify registrar if company has no persons with significant control
1295. 790LIPower to create further duties to notify information
1296. 790LJPersons with significant control: offence of failure to notify
1297. 790LKPower of court to order company to remedy defaults or delay
1298. 790LLInformation as to whether information has been delivered
1299. Identity verification obligations for persons with significant control
1300. 790LMInitial identity verification: registrable persons
1301. 790LNInitial identity verification for registrable persons: transitional cases
1302. 790LOInitial identity verification: registrable relevant legal entities
1303. 790LPInitial identity verification in respect of registrable relevant legal entities: transitional cases
1304. 790LQRegistrable persons: duty to maintain verified identity status
1305. 790LRRegistrable relevant legal entities: duty to maintain registered officer whose identity is verified
1306. 790LSRegistrable relevant legal entities: change of registered relevant officer
1307. 790LTOffence of failing to comply with sections 790LM to 790LR
1308. Chapter 3: Register of people with significant control Repealed
1309. 790MDuty to keep register Repealed
1310. 790NRegister to be kept available for inspection Repealed
1311. 790ORights to inspect and require copies Repealed
1312. 790PPSC register: response to request for inspection or copy Repealed
1313. 790QPSC register: refusal of inspection or default in providing copy Repealed
1314. 790RPSC register: offences in connection with request for or disclosure of information Repealed
1315. 790SInformation as to state of register Repealed
1316. 790TProtected information Repealed
1317. 790URemoval of entries from the register Repealed
1318. 790VPower of court to rectify register Repealed
1319. 790VANotification of changes to the registrar Repealed
1320. Chapter 4: Alternative method of record-keeping
1321. 790WIntroductory Repealed
1322. 790XRight to make an election Repealed
1323. 790YEffective date of election Repealed
1324. 790ZEffect of election on obligations under Chapter 3 Repealed
1325. 790ZADuty to notify registrar of changes Repealed
1326. 790ZBInformation as to state of central register Repealed
1327. 790ZCPower of court to order company to remedy default or delay Repealed
1328. 790ZDWithdrawing the election Repealed
1329. 790ZEPower to extend option to public companies Repealed
1330. Chapter 5: Protection from disclosure
1331. 790ZFProtection of information as to usual residential address
1332. 790ZGPower to make regulations protecting material
1333. 790ZHOffence of failing to comply with regulations under section 790ZG
1334. Part 22: Information about interests in a company's shares
1335. Introductory
1336. 791Companies to which this Part applies
1337. 792Shares to which this Part applies
1338. Notice requiring information about interests in shares
1339. 793Notice by company requiring information about interests in its shares
1340. 794Notice requiring information: order imposing restrictions on shares
1341. 795Notice requiring information: offences
1342. 796Notice requiring information: persons exempted from obligation to comply
1343. Orders imposing restrictions on shares
1344. 797Consequences of order imposing restrictions
1345. 798Penalty for attempted evasion of restrictions
1346. 799Relaxation of restrictions
1347. 800Removal of restrictions
1348. 801Order for sale of shares
1349. 802Application of proceeds of sale under court order
1350. Power of members to require company to act
1351. 803Power of members to require company to act
1352. 804Duty of company to comply with requirement
1353. 805Report to members on outcome of investigation
1354. 806Report to members: offences
1355. 807Right to inspect and request copy of reports
1356. Register of interests disclosed
1357. 808Register of interests disclosed
1358. 809Register to be kept available for inspection
1359. 810Associated index
1360. 811Rights to inspect and require copy of entries
1361. 812Court supervision of purpose for which rights may be exercised
1362. 813Register of interests disclosed: refusal of inspection or default in providing copy
1363. 814Register of interests disclosed: offences in connection with request for or disclosure of information
1364. 815Entries not to be removed from register
1365. 816Removal of entries from register: old entries
1366. 817Removal of entries from register: incorrect entry relating to third party
1367. 818Adjustment of entry relating to share acquisition agreement
1368. 819Duty of company ceasing to be public company
1369. Meaning of interest in shares
1370. 820Interest in shares: general
1371. 821Interest in shares: right to subscribe for shares
1372. 822Interest in shares: family interests
1373. 823Interest in shares: corporate interests
1374. 824Interest in shares: agreement to acquire interests in a particular company
1375. 825Extent of obligation in case of share acquisition agreement
1376. Other supplementary provisions
1377. 826Information protected from wider disclosure
1378. 827Reckoning of periods for fulfilling obligations
1379. 828Power to make further provision by regulations
1380. Part 23: Distributions
1381. Chapter 1: Restrictions on when distributions may be made
1382. Introductory
1383. 829Meaning of “distribution”
1384. General rules
1385. 830Distributions to be made only out of profits available for the purpose
1386. 831Net asset restriction on distributions by public companies
1387. Distributions by investment companies or Solvency 2 insurance companies
1388. 832Distributions by investment companies out of accumulated revenue profits
1389. 833Meaning of “investment company”
1390. 833ADistributions by insurance companies authorised under the Solvency 2 Directive
1391. 834Investment company: condition as to holdings in other companies Repealed
1392. 835Power to extend provisions relating to investment companies Repealed
1393. Chapter 2: Justification of distribution by reference to accounts
1394. Justification of distribution by reference to accounts
1395. 836Justification of distribution by reference to relevant accounts
1396. Requirements applicable in relation to relevant accounts
1397. 837Requirements where last annual accounts used
1398. 838Requirements where interim accounts used
1399. 839Requirements where initial accounts used
1400. Application of provisions to successive distributions etc
1401. 840Successive distributions etc by reference to the same accounts
1402. Chapter 3: Supplementary provisions
1403. Accounting matters
1404. 841Realised losses and profits and revaluation of fixed assets
1405. 842Determination of profit or loss in respect of asset where records incomplete
1406. 843Realised profits and losses of long-term insurance business of certain insurance companies
1407. 844Treatment of development costs
1408. Distributions in kind
1409. 845Distributions in kind: determination of amount
1410. 846Distributions in kind: treatment of unrealised profits
1411. Consequences of unlawful distribution
1412. 847Consequences of unlawful distribution
1413. Other matters
1414. 848Saving for certain older provisions in articles
1415. 849Restriction on application of unrealised profits
1416. 850Treatment of certain older profits or losses
1417. 851Application of rules of law restricting distributions
1418. 852Saving for other restrictions on distributions
1419. 853Minor definitions
1420. Part 24: Annual confirmation of accuracy of information on register
1421. 853ADuty to deliver confirmation statements
1422. 853BDuties to notify a relevant event
1423. 853BADuty to confirm lawful purpose
1424. 853CDuty to notify a change in company's principal business activities
1425. 853CADuty to notify a change in registered office
1426. 853CBDuty to notify a change in registered email address
1427. 853DDuty to deliver statement of capital
1428. 853EDuty to notify trading status of shares
1429. 853FDuty to deliver shareholder information: non-traded companies
1430. 853GDuty to deliver shareholder information: certain traded companies
1431. 853HDuty to deliver information about exemption from Part 21A
1432. 853IDuty to deliver information about people with significant control Repealed
1433. 853JPower to amend duties to deliver certain information
1434. 853KConfirmation statements: power to make further provision by regulations
1435. 853LFailure to deliver confirmation statement
1436. 854Duty to deliver annual returns Repealed
1437. 855Contents of annual return: general Repealed
1438. 855ARequired particulars of directors and secretaries Repealed
1439. 856Contents of annual return: information about shares and share capital Repealed
1440. 856AContents of annual return: information about shareholders: non-traded companies Repealed
1441. 856BContents of annual return: information about shareholders: certain traded companies Repealed
1442. 857Contents of annual return: power to make further provision by regulations Repealed
1443. 858Failure to deliver annual return Repealed
1444. 859Application of provisions to shadow directors Repealed
1445. Part 25: Company charges
1446. Chapter A1: Registration of company charges
1447. Company charges
1448. 859ACharges created by a company
1449. 859BCharge in series of debentures
1450. 859CCharges existing on property or undertaking acquired
1451. 859DParticulars to be delivered to registrar
1452. 859EDate of creation of charge
1453. 859FExtension of period allowed for delivery
1454. 859GPersonal information etc in certified copies
1455. Consequence of non-delivery
1456. 859HConsequence of failure to deliver charges
1457. The register
1458. 859IEntries on the register
1459. 859JCompany holding property or undertaking as trustee
1460. 859KRegistration of enforcement of security
1461. 859LEntries of satisfaction and release
1462. 859MRectification of register
1463. 859NReplacement of instrument or debenture
1464. 859ONotification of addition to or amendment of charge
1465. Companies' records and registers
1466. 859PCompanies to keep copies of instruments creating and amending charges
1467. 859QInstruments creating charges to be available for inspection
1468. Chapter 1: Companies registered in England and Wales or in Northern Ireland
1469. Requirement to register company charges
1470. 860Charges created by a company
1471. 861Charges which have to be registered: supplementary
1472. 862Charges existing on property acquired
1473. Special rules about debentures
1474. 863Charge in series of debentures
1475. 864Additional registration requirement for commission etc in relation to debentures
1476. 865Endorsement of certificate on debentures
1477. Charges in other jurisdictions
1478. 866Charges created in, or over property in, jurisdictions outside the United Kingdom
1479. 867Charges created in, or over property in, another United Kingdom jurisdiction
1480. Orders charging land: Northern Ireland
1481. 868Northern Ireland: registration of certain charges etc. affecting land
1482. The register of charges
1483. 869Register of charges to be kept by registrar
1484. 870The period allowed for registration
1485. 871Registration of enforcement of security
1486. 872Entries of satisfaction and release
1487. 873Rectification of register of charges
1488. Avoidance of certain charges
1489. 874Consequence of failure to register charges created by a company
1490. Companies' records and registers
1491. 875Companies to keep copies of instruments creating charges
1492. 876Company's register of charges
1493. 877Instruments creating charges and register of charges to be available for inspection
1494. Chapter 2: Companies registered in Scotland
1495. Charges requiring registration
1496. 878Charges created by a company
1497. 879Charges which have to be registered: supplementary
1498. 880Duty to register charges existing on property acquired
1499. 881Charge by way of ex facie absolute disposition, etc
1500. Special rules about debentures
1501. 882Charge in series of debentures
1502. 883Additional registration requirement for commission etc in relation to debentures
1503. Charges on property outside the United Kingdom
1504. 884Charges on property outside United Kingdom
1505. The register of charges
1506. 885Register of charges to be kept by registrar
1507. 886The period allowed for registration
1508. 887Entries of satisfaction and relief
1509. 888Rectification of register of charges
1510. Avoidance of certain charges
1511. 889Charges void unless registered
1512. Companies' records and registers
1513. 890Copies of instruments creating charges to be kept by company
1514. 891Company's register of charges
1515. 892Instruments creating charges and register of charges to be available for inspection
1516. Chapter 3: Powers of the Secretary of State
1517. 893Power to make provision for effect of registration in special register
1518. 894General power to make amendments to this Part
1519. Part 26: Arrangements and reconstructions: general
1520. Application of this Part
1521. 895Application of this Part
1522. Meeting of creditors or members
1523. 896Court order for holding of meeting
1524. 897Statement to be circulated or made available
1525. 898Duty of directors and trustees to provide information
1526. Court sanction for compromise or arrangement
1527. 899Court sanction for compromise or arrangement
1528. Special cases
1529. 899AMoratorium debts, etc
1530. Reconstructions and amalgamations
1531. 900Powers of court to facilitate reconstruction or amalgamation
1532. Obligations of company with respect to articles etc
1533. 901Obligations of company with respect to articles etc
1534. Part 26A: Arrangements and reconstructions: companies in financial difficulty
1535. Application of this Part
1536. 901AApplication of this Part
1537. 901BPower to exclude companies providing financial services, etc
1538. Meeting of creditors or members
1539. 901CCourt order for holding of meeting
1540. 901DStatement to be circulated or made available
1541. 901EDuty of directors and trustees to provide information
1542. Court sanction for compromise or arrangement
1543. 901FCourt sanction for compromise or arrangement
1544. 901GSanction for compromise or arrangement where one or more classes dissent
1545. Special cases
1546. 901HMoratorium debts, etc
1547. 901IPension schemes
1548. Reconstructions and amalgamations
1549. 901JPowers of court to facilitate reconstruction or amalgamation
1550. Obligations of company with respect to articles etc
1551. 901KObligations of company with respect to articles etc
1552. Power to amend Act
1553. 901LPower to amend Act
1554. Part 27: Mergers and divisions of public companies
1555. Chapter 1: Introductory
1556. 902Application of this Part
1557. 903Relationship of this Part to Parts 26 and 26A
1558. Chapter 2: Merger
1559. Introductory
1560. 904Mergers and merging companies
1561. Requirements applicable to merger
1562. 905Draft terms of scheme (merger)
1563. 906Publication of draft terms by registrar(merger)
1564. 906APublication of draft terms on company website (merger)
1565. 907Approval of members of merging companies
1566. 908Directors' explanatory report (merger)
1567. 909Expert's report (merger)
1568. 910Supplementary accounting statement (merger)
1569. 911Inspection of documents (merger)
1570. 911APublication of documents on company website (merger)
1571. 911BReport on material changes of assets of merging companies
1572. 912Approval of articles of new transferee company (merger)
1573. 913Protection of holders of securities to which special rights attached (merger)
1574. 914No allotment of shares to transferor company or its nominee (merger)
1575. Exceptions where shares of transferor company held by transferee company
1576. 915Circumstances in which certain particulars and reports not required (merger)
1577. 915AOther circumstances in which reports and inspection not required (merger)
1578. 916Circumstances in which meeting of members of transferee company not required (merger)
1579. 917Circumstances in which no meetings required (merger)
1580. Other exceptions
1581. 917AOther circumstances in which meeting of members of transferor company not required (merger)
1582. 918Other circumstances in which meeting of members of transferee company not required (merger)
1583. 918AAgreement to dispense with reports etc (merger)
1584. Chapter 3: Division
1585. Introductory
1586. 919Divisions and companies involved in a division
1587. Requirements to be complied with in case of division
1588. 920Draft terms of scheme (division)
1589. 921Publication of draft terms by registrar(division)
1590. 921APublication of draft terms on company website (division)
1591. 922Approval of members of companies involved in the division
1592. 923Directors' explanatory report (division)
1593. 924Expert's report (division)
1594. 925Supplementary accounting statement (division)
1595. 926Inspection of documents (division)
1596. 926APublication of documents on company website (division)
1597. 927Report on material changes of assets of transferor company (division)
1598. 928Approval of articles of new transferee company (division)
1599. 929Protection of holders of securities to which special rights attached (division)
1600. 930No allotment of shares to transferor company or its nominee (division)
1601. Exceptions where shares of transferor company held by transferee company
1602. 931Circumstances in which meeting of members of transferor company not required (division)
1603. Other exceptions
1604. 931AOther circumstances in which meeting of members of transferor company not required (division)
1605. 932Circumstances in which meeting of members of transferee company not required (division)
1606. 933Agreement to dispense with reports etc (division)
1607. 933ACertain requirements excluded where shareholders given proportional rights (division)
1608. 934Power of court to exclude certain requirements (division)
1609. Chapter 4: Supplementary provisions
1610. Expert's report and related matters
1611. 935Expert's report: valuation by another person
1612. 936Experts and valuers: independence requirement
1613. 937Experts and valuers: meaning of “associate”
1614. Powers of the court
1615. 938Power of court to summon meeting of members or creditors of existing transferee company
1616. 939Court to fix date for transfer of undertaking etc of transferor company
1617. Liability of transferee companies
1618. 940Liability of transferee companies for each other's defaults
1619. Disruption of websites
1620. 940ADisregard of website failures beyond control of company
1621. Interpretation
1622. 941Meaning of “liabilities” and “property”
1623. Part 28: Takeovers etc
1624. Chapter 1: The Takeover Panel
1625. The Panel and its rules
1626. 942The Panel
1627. 943Rules
1628. 944Further provisions about rules
1629. 945Rulings
1630. 946Directions
1631. Information
1632. 947Power to require documents and information
1633. 948Restrictions on disclosure
1634. 949Offence of disclosure in contravention of section 948
1635. Co-operation
1636. 950Panel's duty of co-operation
1637. Hearings and appeals
1638. 951Hearings and appeals
1639. Contravention of rules etc
1640. 952Sanctions
1641. 953Failure to comply with rules about bid documentation
1642. 954Compensation
1643. 955Enforcement by the court
1644. 956No action for breach of statutory duty etc
1645. Funding
1646. 957Fees and charges
1647. 958Levy
1648. 959Recovery of fees, charges or levy
1649. Miscellaneous and supplementary
1650. 960Panel as party to proceedings
1651. 961Exemption from liability in damages
1652. 962Privilege against self-incrimination
1653. 963Annual reports
1654. 964Amendments to Financial Services and Markets Act 2000
1655. 965Power to extend to Isle of Man and Channel Islands
1656. Chapter 2: Impediments to takeovers
1657. Opting in and opting out
1658. 966Opting in and opting out
1659. 967Further provision about opting-in and opting-out resolutions
1660. Consequences of opting in
1661. 968Effect on contractual restrictions
1662. 969Power of offeror to require general meeting to be called
1663. Supplementary
1664. 970Communication of decisions
1665. 971Interpretation of this Chapter
1666. 972Transitory provision
1667. 973Power to extend to Isle of Man and Channel Islands
1668. Chapter 3: “Squeeze-out” and “Sell-out”
1669. Takeover offers
1670. 974Meaning of “takeover offer”
1671. 975Shares already held by the offeror etc
1672. 976Cases where offer treated as being on same terms
1673. 977Shares to which an offer relates
1674. 978Effect of impossibility etc of communicating or accepting offer
1675. “Squeeze-out”
1676. 979Right of offeror to buy out minority shareholder
1677. 980Further provision about notices given under section 979
1678. 981Effect of notice under section 979
1679. 982Further provision about consideration held on trust under section 981(9)
1680. “Sell-out”
1681. 983Right of minority shareholder to be bought out by offeror
1682. 984Further provision about rights conferred by section 983
1683. 985Effect of requirement under section 983
1684. Supplementary
1685. 986Applications to the court
1686. 987Joint offers
1687. Interpretation
1688. 988Associates
1689. 989Convertible securities
1690. 990Debentures carrying voting rights
1691. 991Interpretation
1692. Chapter 4: Amendments to Part 7 of the Companies Act 1985
1693. 992Matters to be dealt with in directors' report
1694. Part 29: Fraudulent trading
1695. 993Offence of fraudulent trading
1696. Part 30: Protection of members against unfair prejudice
1697. Main provisions
1698. 994Petition by company member
1699. 995Petition by Secretary of State
1700. 996Powers of the court under this Part
1701. Supplementary provisions
1702. 997Application of general rule-making powers
1703. 998Copy of order affecting company's constitution to be delivered to registrar
1704. 999Supplementary provisions where company's constitution altered
1705. Part 31: Dissolution and restoration to the register
1706. Chapter 1: Striking off
1707. Registrar's power to strike off defunct company
1708. 1000Power to strike off company not carrying on business or in operation
1709. 1001Duty to act in case of company being wound up
1710. 1002Supplementary provisions as to service of communication or notice
1711. Registrar’s power to strike off company registered on false basis
1712. 1002APower to strike off company registered on false basis
1713. Voluntary striking off
1714. 1003Striking off on application by company
1715. 1004Circumstances in which application not to be made: activities of company
1716. 1005Circumstances in which application not to be made: other proceedings not concluded
1717. 1006Copy of application to be given to members, employees, etc
1718. 1007Copy of application to be given to new members, employees, etc
1719. 1008Copy of application: provisions as to service of documents
1720. 1009Circumstances in which application to be withdrawn
1721. 1010Withdrawal of application
1722. 1011Meaning of “creditor”
1723. Chapter 2: Property of dissolved company
1724. Property vesting as bona vacantia
1725. 1012Property of dissolved company to be bona vacantia
1726. 1013Crown disclaimer of property vesting as bona vacantia
1727. 1014Effect of Crown disclaimer
1728. Effect of Crown disclaimer: England and Wales and Northern Ireland
1729. 1015General effect of disclaimer
1730. 1016Disclaimer of leaseholds
1731. 1017Power of court to make vesting order
1732. 1018Protection of persons holding under a lease
1733. 1019Land subject to rentcharge
1734. Effect of Crown disclaimer: Scotland
1735. 1020General effect of disclaimer
1736. 1021Power of court to make vesting order
1737. 1022Protection of persons holding under a lease
1738. Supplementary provisions
1739. 1023Liability for rentcharge on company's land after dissolution
1740. Chapter 3: Restoration to the register
1741. Administrative restoration to the register
1742. 1024Application for administrative restoration to the register
1743. 1025Requirements for administrative restoration
1744. 1026Application to be accompanied by statement of compliance
1745. 1027Registrar's decision on application for administrative restoration
1746. 1028Effect of administrative restoration
1747. 1028AAdministrative restoration of company with share warrants
1748. Restoration to the register by the court
1749. 1029Application to court for restoration to the register
1750. 1030When application to the court may be made
1751. 1031Decision on application for restoration by the court
1752. 1032Effect of court order for restoration to the register
1753. 1032ARestoration by court of company with share warrants
1754. Supplementary provisions
1755. 1033Company's name on restoration
1756. 1034Effect of restoration to the register where property has vested as bona vacantia
1757. Part 32: Company investigations: amendments
1758. 1035Powers of Secretary of State to give directions to inspectors
1759. 1036Resignation, removal and replacement of inspectors
1760. 1037Power to obtain information from former inspectors etc
1761. 1038Power to require production of documents
1762. 1039Disqualification orders: consequential amendments Repealed
1763. Part 33: UK companies not formed under companies legislation
1764. Chapter 1: Companies not formed under companies legislation but authorised to register
1765. 1040Companies authorised to register under this Act
1766. 1041Definition of “joint stock company”
1767. 1042Power to make provision by regulations
1768. Chapter 2: Unregistered companies
1769. 1043Unregistered companies
1770. Part 34: Overseas companies
1771. Introductory
1772. 1044Overseas companies
1773. 1045Company contracts and execution of documents by companies
1774. Registration of particulars
1775. 1046Duty to register particulars
1776. 1047Registered name of overseas company
1777. 1048Registration under alternative name
1778. 1048ARegistered addresses of an overseas company
1779. 1048BIdentity verification of directors
1780. Other requirements
1781. 1049Accounts and reports: general
1782. 1050Accounts and reports: credit or financial institutions
1783. 1051Trading disclosures
1784. 1052Company charges
1785. 1053Other returns etc
1786. Supplementary
1787. 1054Offences
1788. 1055Disclosure of individual's residential address: protection from disclosure
1789. 1056Requirement to identify persons authorised to accept service of documents
1790. 1057Registrar to whom returns, notices etc to be delivered
1791. 1058Duty to give notice of ceasing to have registrable presence
1792. 1059Application of provisions in case of relocation of branch
1793. Part 35: The registrar of companies
1794. Chapter
1795. Scheme of this Part
1796. 1059AScheme of this Part
1797. The registrar
1798. 1060The registrar
1799. 1061The registrar's functions
1800. 1062The registrar's official seal
1801. 1062AAnalysis of information for the purposes of crime prevention or detection
1802. 1063Fees payable to registrar
1803. Certificates of incorporation
1804. 1064Public notice of issue of certificate of incorporation
1805. 1065Right to certificate of incorporation
1806. Registered numbers
1807. 1066Company's registered numbers
1808. 1067Registered numbers of UK establishments of overseas company
1809. Who may deliver documents to the registrar
1810. 1067ADelivery of documents: identity verification requirements etc
1811. 1067BDisqualification from delivering documents
1812. Delivery of documents to the registrar
1813. 1068Registrar's requirements as to form, authentication and manner of delivery
1814. 1068ARegistrar’s rules requiring documents to be delivered together
1815. 1069Power to require delivery by electronic means Repealed
1816. 1070Agreement for delivery by electronic means
1817. 1071Document not delivered until received
1818. Requirements for proper delivery
1819. 1072Requirements for proper delivery
1820. 1073Power to accept documents not meeting requirements for proper delivery
1821. 1073APower to reject documents for discrepancies
1822. 1074Documents containing unnecessary material
1823. 1075Informal correction of document Repealed
1824. 1076Replacement of document not meeting requirements for proper delivery
1825. Public notice of receipt of certain documents
1826. 1077Public notice of receipt of certain documents
1827. 1078Enhanced disclosure documents
1828. 1079Effect of failure to give public notice
1829. 1079AProvision of information for publication on European e-Justice portal Repealed
1830. Notice of receipt of documents about new directors
1831. 1079BDuty to notify directors
1832. The register
1833. 1080The register
1834. 1081Annotation of the register
1835. 1081ARegistrar’s objectives to promote integrity of registers etc
1836. 1082Allocation of unique identifiers
1837. 1083Preservation of original documents
1838. 1084ARecording of optional information on register
1839. Inspection etc of the register
1840. 1085Inspection of the register
1841. 1086Right to copy of material on the register
1842. 1087Material not available for public inspection
1843. 1087ZARequired particulars available for public inspection for limited period Repealed
1844. 1087AProtection of date of birth information
1845. 1087BProtection of date of birth information in old documents
1846. 1087CDisclosure of date of birth information
1847. 1088Power to make regulations protecting material
1848. 1089Form of application for inspection or copy
1849. 1090Form and manner in which copies to be provided
1850. 1091Certification of copies as accurate
1851. 1092Issue of process for production of records kept by the registrar
1852. Additional information
1853. 1092APower to require information
1854. 1092BOffence relating to provision of information
1855. 1092CPrivilege against self-incrimination
1856. Correction or removal of material on the register
1857. 1093Registrar's notice to resolve inconsistency ...
1858. 1094Removal of material from the register
1859. 1094AFurther provision about removal of material from the register
1860. 1094ABPower of court to make consequential orders following removal
1861. 1095Rectification of register on application to registrar Repealed
1862. 1095ARectification of register to resolve a discrepancy Repealed
1863. 1096Rectification of the register under court order
1864. 1097Powers of court on ordering removal of material from the register
1865. 1097ARectification of register relating to company registered office
1866. 1097BRectification of register: service addresses
1867. 1097CRectification of register: principal office addresses
1868. 1098Public notice of removal of certain material from the register
1869. Authorised corporate service providers
1870. 1098AMeaning of “authorised corporate service provider”
1871. 1098BApplication to become authorised corporate service provider
1872. 1098CThe required information about an applicant
1873. 1098DDelivery of applications under section 1098B on behalf of a firm
1874. 1098EUpdating duties of authorised corporate service providers
1875. 1098FCeasing to be an authorised corporate service provider
1876. 1098GPower to impose duties to provide information
1877. 1098HPower to enable authorisation of foreign corporate service providers
1878. The registrar's index of company names
1879. 1099The registrar's index of company names
1880. 1100Right to inspect index
1881. 1101Power to amend enactments relating to bodies other than companies
1882. Language requirements: translation
1883. 1102Application of language requirements
1884. 1103Documents to be drawn up and delivered in English
1885. 1104Documents relating to Welsh companies
1886. 1105Documents that may be drawn up and delivered in other languages
1887. 1106Voluntary filing of translations
1888. 1107Certified translations
1889. Language requirements: transliteration
1890. 1108Transliteration of names and addresses: permitted characters
1891. 1109Transliteration of names and addresses: voluntary transliteration into Roman characters
1892. 1110Transliteration of names and addresses: certification
1893. Identity verification
1894. 1110AMeaning of “identity is verified”
1895. 1110BVerification requirements
1896. 1110CIdentity verification: exemption on national security grounds etc
1897. Discrepancy reporting
1898. 1110DPower to require businesses to report discrepancies
1899. Disclosure of information
1900. 1110EDisclosure to the registrar
1901. 1110FDisclosure by the registrar
1902. 1110GDisclosure: supplementary
1903. Supplementary provisions
1904. 1111Registrar's requirements as to certification or verification
1905. 1112False statements: basic offence
1906. 1112AFalse statements: aggravated offence
1907. 1112BFalse statements offences: national security etc defence
1908. 1113Enforcement of company's filing obligations
1909. 1114Application of provisions about documents and delivery
1910. 1115Supplementary provisions relating to electronic communications
1911. 1116Alternative to publication in the Gazette
1912. 1117Registrar's rules
1913. 1118Payments into the Consolidated Fund
1914. 1119Contracting out of registrar's functions
1915. 1120Application of this Part to overseas companies Repealed
1916. Part 36: Offences under the Companies Acts and financial penalties
1917. Liability of officer in default
1918. 1121Liability of officer in default
1919. 1122Liability of company as officer in default
1920. 1123Application to bodies other than companies
1921. Offences under the Companies Act 1985
1922. 1124Amendments of the Companies Act 1985
1923. General provisions
1924. 1125Meaning of “daily default fine”
1925. 1126Consents required for certain prosecutions
1926. 1127Summary proceedings: venue
1927. 1128Summary proceedings: time limit for proceedings
1928. 1129Legal professional privilege
1929. 1130Proceedings against unincorporated bodies
1930. 1131Imprisonment on summary conviction in England and Wales: transitory provision
1931. Production and inspection of documents
1932. 1132Production and inspection of documents where offence suspected
1933. Financial penalties
1934. 1132APower to make provision for financial penalties
1935. Supplementary
1936. 1133Transitional provision
1937. Part 37: Companies: supplementary provisions
1938. Company records
1939. 1134Meaning of “company records”
1940. 1135Form of company records
1941. 1136Regulations about where certain company records to be kept available for inspection
1942. 1137Regulations about inspection of records and provision of copies
1943. 1138Duty to take precautions against falsification
1944. Service addresses
1945. 1139Service of documents on company
1946. 1140Service of documents on directors, secretaries and others
1947. 1141Service addresses
1948. 1142Requirement to give service address
1949. Sending or supplying documents or information
1950. 1143The company communications provisions
1951. 1144Sending or supplying documents or information
1952. 1145Right to hard copy version
1953. 1146Requirement of authentication
1954. 1147Deemed delivery of documents and information
1955. 1148Interpretation of company communications provisions
1956. Requirements as to independent valuation
1957. 1149Application of valuation requirements
1958. 1150Valuation by qualified independent person
1959. 1151The independence requirement
1960. 1152Meaning of “associate”
1961. 1153Valuer entitled to full disclosure
1962. Notice of appointment of certain officers
1963. 1154Duty to notify registrar of certain appointments etc
1964. 1155Offence of failure to give notice
1965. Courts and legal proceedings
1966. 1156Meaning of “the court”
1967. 1157Power of court to grant relief in certain cases
1968. Part 38: Companies: interpretation
1969. Meaning of “UK-registered company”
1970. 1158Meaning of “UK-registered company”
1971. Meaning of “subsidiary” and related expressions
1972. 1159Meaning of “subsidiary” etc
1973. 1160Meaning of “subsidiary” etc: power to amend
1974. Meaning of “undertaking” and related expressions
1975. 1161Meaning of “undertaking” and related expressions
1976. 1162Parent and subsidiary undertakings
1977. Other definitions
1978. 1163“Non-cash asset”
1979. 1164Meaning of “banking company” and “banking group”
1980. 1165Meaning of “insurance company” and related expressions
1981. 1166“Employees' share scheme”
1982. 1167Meaning of “prescribed”
1983. 1168Hard copy and electronic form and related expressions
1984. 1169Dormant companies
1985. 1170Meaning of “EEA State” and related expressions
1986. 1170AReceiver or manager and certain related references
1987. 1170BMeaning of “contributory”
1988. 1171The former Companies Acts
1989. General
1990. 1172References to requirements of this Act
1991. 1173Minor definitions: general
1992. 1174Index of defined expressions
1993. Part 39: Companies: minor amendments
1994. 1175Removal of special provisions about accounts and audit of charitable companies Repealed
1995. 1176Power of Secretary of State to bring civil proceedings on company's behalf
1996. 1177Repeal of certain provisions about company directors
1997. 1178Repeal of requirement that certain companies publish periodical statement
1998. 1179Repeal of requirement that Secretary of State prepare annual report
1999. 1180Repeal of certain provisions about company charges
2000. 1181Access to constitutional documents of RTE and RTM companies
2001. Part 40: Company directors: foreign disqualification etc
2002. Introductory
2003. 1182Persons subject to foreign restrictions
2004. 1183Meaning of “the court” and “UK company”
2005. Power to disqualify
2006. 1184Disqualification of persons subject to foreign restrictions
2007. 1185Disqualification regulations: supplementary
2008. 1186Offence of breach of disqualification
2009. Power to make persons liable for company's debts
2010. 1187Personal liability for debts of company
2011. Power to require statements to be sent to the registrar of companies
2012. 1188Statements from persons subject to foreign restrictions
2013. 1189Statements from persons disqualified Repealed
2014. 1190Statements: whether to be made public
2015. 1191Offences
2016. Part 41: Business names
2017. Chapter 1: Restricted or prohibited names
2018. Introductory
2019. 1192Application of this Chapter
2020. Sensitive words or expressions
2021. 1193Name suggesting connection with government or public authority
2022. 1194Other sensitive words or expressions
2023. 1195Requirement to seek comments of government department or other relevant body
2024. 1196Withdrawal of Secretary of State's approval
2025. 1196ANames suggesting connection with foreign governments etc
2026. Misleading names
2027. 1197Name containing inappropriate indication of company type or legal form
2028. 1198Name giving misleading indication of activities
2029. Restrictions where a company has been required to change a name
2030. 1198AName that a company has been required to change
2031. 1198BName that another company has been required to change
2032. Supplementary
2033. 1199Savings for existing lawful business names
2034. 1199AExceptions based on national security etc
2035. Chapter 2: Disclosure required in case of individual or partnership
2036. Introductory
2037. 1200Application of this Chapter
2038. 1201Information required to be disclosed
2039. Disclosure requirements
2040. 1202Disclosure required: business documents etc
2041. 1203Exemption for large partnerships if certain conditions met
2042. 1204Disclosure required: business premises
2043. Consequences of failure to make required disclosure
2044. 1205Criminal consequences of failure to make required disclosure
2045. 1206Civil consequences of failure to make required disclosure
2046. Chapter 3: Supplementary
2047. 1207Application of general provisions about offences
2048. 1208Interpretation
2049. Part 42: Statutory Auditors
2050. Chapter 1: Introductory
2051. 1209Main purposes of Part
2052. 1210Meaning of “statutory auditor” etc
2053. 1211Eligibility for appointment as a statutory auditor: overview
2054. Chapter 2: Individuals and firms
2055. Eligibility for appointment
2056. 1212Individuals and firms: eligibility for appointment as a statutory auditor
2057. 1213Effect of ineligibility
2058. Independence requirement
2059. 1214Independence requirement
2060. 1215Effect of lack of independence
2061. Effect of appointment of a partnership
2062. 1216Effect of appointment of a partnership
2063. Supervisory bodies
2064. 1217Supervisory bodies
2065. 1218Exemption from liability for damages
2066. Professional qualifications
2067. 1219Appropriate qualifications
2068. 1220Qualifying bodies and recognised professional qualifications
2069. 1221Approval of third country qualifications
2070. 1222Eligibility of individuals retaining only 1967 Act authorisation
2071. Information
2072. 1223Matters to be notified to the Secretary of State
2073. 1223ZAMatters to be notified to the competent authority
2074. 1223ANotification of matters relevant to approved third country competent authorities
2075. 1224The Secretary of State's power to call for information
2076. 1224ZAThe competent authority’s power to call for information
2077. 1224ARestrictions on disclosure
2078. 1224BOffence of disclosure in contravention of section 1224A
2079. Enforcement
2080. 1225Enforcement: general
2081. 1225ADirections: general
2082. 1225BDirections: supplementary
2083. 1225CCompliance orders
2084. 1225DFinancial penalties: general
2085. 1225EFinancial penalties: supplementary
2086. 1225FAppeals against financial penalties
2087. 1225GRecovery of financial penalties
2088. Chapter 3: Auditors General
2089. Eligibility for appointment
2090. 1226Auditors General: eligibility for appointment as a statutory auditor
2091. Conduct of audits
2092. 1227Individuals responsible for audit work on behalf of Auditors General
2093. The Independent Supervisor
2094. 1228Appointment of the Independent Supervisor
2095. Supervision of Auditors General
2096. 1229Supervision of Auditors General by the Independent Supervisor
2097. 1230Duties of Auditors General in relation to supervision arrangements
2098. Reporting requirement
2099. 1231Reports by the Independent Supervisor
2100. Information
2101. 1232Matters to be notified to the Independent Supervisor
2102. 1233The Independent Supervisor's power to call for information
2103. Enforcement
2104. 1234Suspension notices
2105. 1235Effect of suspension notices
2106. 1236Compliance orders
2107. Proceedings
2108. 1237Proceedings involving the Independent Supervisor
2109. Grants
2110. 1238Grants to the Independent Supervisor
2111. Chapter 4: The register of auditors etc
2112. 1239The register of auditors
2113. 1240Information to be made available to public
2114. Chapter 4A: Equivalent Third Countries and Transitional Third Countries
2115. 1240APower to approve third countries as equivalent or transitional third countries
2116. Chapter 4B: Approved Third Country Competent Authorities
2117. 1240BPower to approve third country competent authorities
2118. Chapter 5: Registered third country auditors
2119. Introductory
2120. 1241Meaning of “registered third country auditor” and “UK-traded third country company”
2121. Duties
2122. 1242Duties of registered third country auditors
2123. Information
2124. 1243Matters to be notified to the Secretary of State
2125. 1244The Secretary of State's power to call for information
2126. Enforcement
2127. 1245Compliance orders
2128. 1246Removal of third country auditors from the register of auditors
2129. 1247Grants to bodies concerned with arrangements under Schedule 12
2130. Chapter 6: Supplementary and general
2131. Power to require second company audit
2132. 1248Secretary of State's power to require second audit of a company
2133. 1249Supplementary provision about second audits
2134. False and misleading statements
2135. 1250Misleading, false and deceptive statements
2136. Fees
2137. 1251Fees
2138. Duty of Secretary of State to report on inspections
2139. 1251ADuty of the Secretary of State to report on inspections
2140. Delegation of Secretary of State's functions
2141. 1252Delegation of the Secretary of State's functions
2142. 1253Delegation of functions to an existing body
2143. Cooperation with foreign competent authorities
2144. 1253ARequests to foreign competent authorities
2145. 1253BRequests from approved third country competent authorities
2146. 1253CNotification to approved third country competent authorities...
2147. Transfer of papers to third countries
2148. 1253DRestriction on transfer of audit working papers to third countries
2149. 1253DATransfer by Secretary of State
2150. 1253DBTransfer by statutory auditor with approval of Secretary of State
2151. 1253DCTransfer by statutory auditor for purposes of investigation of auditor
2152. 1253DDAgreement of third country competent authority
2153. 1253DETransfer by means of inspection
2154. 1253EWorking arrangements for transfer of papers
2155. 1253FPublication of working arrangements
2156. International obligations
2157. 1254Directions to comply with international obligations
2158. General provision relating to offences
2159. 1255Offences by bodies corporate, partnerships and unincorporated associations
2160. 1256Time limits for prosecution of offences
2161. 1257Jurisdiction and procedure in respect of offences
2162. Notices etc
2163. 1258Service of notices
2164. 1259Documents in electronic form
2165. Interpretation
2166. 1260Meaning of “associate”
2167. 1261Minor definitions
2168. 1262Index of defined expressions
2169. Miscellaneous and general
2170. 1263Power to make provision in consequence of changes affecting accountancy bodies
2171. 1264Consequential amendments
2172. Part 43: Transparency obligations and related matters
2173. Introductory
2174. 1265The transparency obligations directive
2175. Transparency obligations
2176. 1266Transparency rules
2177. 1267Competent authority's power to call for information
2178. 1268Powers exercisable in case of infringement of transparency obligation
2179. Other matters
2180. 1269Corporate governance rules
2181. 1270Liability for false or misleading statements in certain publications
2182. 1271Exercise of powers where UK is host member State
2183. 1272Transparency obligations and related matters: minor and consequential amendments
2184. 1273Corporate governance regulations Repealed
2185. Part 44: Miscellaneous provisions
2186. Regulation of actuaries etc
2187. 1274Grants to bodies concerned with actuarial standards etc
2188. 1275Levy to pay expenses of bodies concerned with actuarial standards etc
2189. 1276Application of provisions to Scotland and Northern Ireland
2190. Information as to exercise of voting rights by institutional investors
2191. 1277Power to require information about exercise of voting rights
2192. 1278Institutions to which information provisions apply
2193. 1279Shares to which information provisions apply
2194. 1280Obligations with respect to provision of information
2195. Disclosure of information under the Enterprise Act 2002
2196. 1281Disclosure of information under the Enterprise Act 2002
2197. Expenses of winding up
2198. 1282Payment of expenses of winding up
2199. Commonhold associations
2200. 1283Amendment of memorandum or articles of commonhold association
2201. Part 45: Northern Ireland
2202. 1284Extension of Companies Acts to Northern Ireland
2203. 1285Extension of GB enactments relating to UK Societas
2204. 1286Extension of GB enactments relating to certain other forms of business organisation
2205. 1287Extension of enactments relating to business names
2206. Part 46: General supplementary provisions
2207. Regulations and orders
2208. 1288Regulations and orders: statutory instrument
2209. 1289Regulations and orders: negative resolution procedure
2210. 1290Regulations and orders: affirmative resolution procedure
2211. 1291Regulations and orders: approval after being made
2212. 1292Regulations and orders: supplementary
2213. “Bank of England”
2214. 1292A“Bank of England”
2215. Meaning of “enactment”
2216. 1293Meaning of “enactment”
2217. Consequential and transitional provisions
2218. 1294Power to make consequential amendments etc
2219. 1295Repeals
2220. 1296Power to make transitional provision and savings
2221. 1297Continuity of the law
2222. Part 47: Final provisions
2223. 1298Short title
2224. 1299Extent
2225. 1300Commencement
2226. Schedule 1: Connected persons: references to an interest in shares or debentures
2227. Introduction
2228. 1Paragraph 1
2229. General provisions
2230. 2Paragraph 2
2231. Rights to acquire shares
2232. 3Paragraph 3
2233. Right to exercise or control exercise of rights
2234. 4Paragraph 4
2235. Bodies corporate
2236. 5Paragraph 5
2237. Trusts
2238. 6Paragraph 6
2239. Schedule 1A: References to people with significant control over a company
2240. Part 1: The specified conditions
2241. Introduction
2242. 1Paragraph 1
2243. Ownership of shares
2244. 2Paragraph 2
2245. Ownership of voting rights
2246. 3Paragraph 3
2247. Ownership of right to appoint or remove directors
2248. 4Paragraph 4
2249. Significant influence or control
2250. 5Paragraph 5
2251. Trusts, partnerships etc
2252. 6Paragraph 6
2253. Part 2: Holding an interest in a company etc
2254. Introduction
2255. 7Paragraph 7
2256. Holding an interest
2257. 8Paragraph 8
2258. Interests held through a legal entity
2259. 9Paragraph 9
2260. Part 3: Supplementary provision
2261. Introduction
2262. 10Paragraph 10
2263. Joint interests
2264. 11Paragraph 11
2265. Joint arrangements
2266. 12Paragraph 12
2267. Calculating shareholdings
2268. 13Paragraph 13
2269. Voting rights
2270. 14Paragraph 14
2271. 15Paragraph 15
2272. Rights to appoint or remove members of the board
2273. 16Paragraph 16
2274. 17Paragraph 17
2275. Shares or rights held “indirectly”
2276. 18Paragraph 18
2277. Shares held by nominees
2278. 19Paragraph 19
2279. Rights treated as held by person who controls their exercise
2280. 20Paragraph 20
2281. 21Paragraph 21
2282. Rights exercisable only in certain circumstances etc
2283. 22Paragraph 22
2284. Rights attached to shares held by way of security
2285. 23Paragraph 23
2286. Significant influence or control
2287. 24Paragraph 24
2288. Limited partnerships
2289. 25Paragraph 25
2290. Part 4: Power to amend thresholds etc
2291. 26Paragraph 26
2292. Schedule 1B: Enforcement of disclosure requirements
2293. Right to issue restrictions notice
2294. 1Paragraph 1
2295. Relevant interests
2296. 2Paragraph 2
2297. Effect of restrictions notice
2298. 3Paragraph 3
2299. Protection of third party rights
2300. 4Paragraph 4
2301. Breach of restrictions
2302. 5Paragraph 5
2303. 6Paragraph 6
2304. 7Paragraph 7
2305. Relaxation of restrictions
2306. 8Paragraph 8
2307. Orders for sale
2308. 9Paragraph 9
2309. 10Paragraph 10
2310. Company's power to withdraw restrictions notice
2311. 11Paragraph 11
2312. Supplementary provision
2313. 12Paragraph 12
2314. Offence of failing to comply with notices
2315. 13Paragraph 13
2316. Offence of failing to provide information
2317. 14Paragraph 14
2318. False statements: basic offence
2319. 14AParagraph 14A
2320. False statements: aggravated offence
2321. 14BParagraph 14B
2322. Schedule 1C: Rules of the Takeover Panel: general principles and other provision
2323. Part 1: General principles
2324. 1Paragraph 1
2325. 2Paragraph 2
2326. 3Paragraph 3
2327. 4Paragraph 4
2328. 5Paragraph 5
2329. 6Paragraph 6
2330. Part 2: Other provision
2331. Protection of minority shareholders, the mandatory takeover bid and the equitable price
2332. 7Paragraph 7
2333. 8Paragraph 8
2334. 9Paragraph 9
2335. 10Paragraph 10
2336. Information concerning takeover bids
2337. 11Paragraph 11
2338. 12Paragraph 12
2339. Time allowed for acceptance
2340. 13Paragraph 13
2341. 14Paragraph 14
2342. Disclosure
2343. 15Paragraph 15
2344. 16Paragraph 16
2345. Obligations of the board of directors of the offeree company
2346. 17Paragraph 17
2347. 18Paragraph 18
2348. Other rules applicable to the conduct of takeover bids
2349. 19Paragraph 19
2350. Interpretation
2351. 20Paragraph 20
2352. 21Paragraph 21
2353. Schedule 2: Specified persons, descriptions of disclosures etc for the purposes of section 948
2354. Part 1: SPECIFIED PERSONS
2355. Chapter: (A) UNITED KINGDOM
2356. 1Paragraph 1
2357. 2Paragraph 2
2358. 3Paragraph 3
2359. 4Paragraph 4
2360. 5Paragraph 5
2361. 6Paragraph 6
2362. 7Paragraph 7
2363. 8Paragraph 8
2364. 9Paragraph 9
2365. 10Paragraph 10
2366. 11Paragraph 11
2367. 12Paragraph 12
2368. Chapter: (B) JERSEY
2369. 1Paragraph 1
2370. 2Paragraph 2
2371. 3Paragraph 3
2372. 4Paragraph 4
2373. 5Paragraph 5
2374. 6Paragraph 6
2375. 7Paragraph 7
2376. 8Paragraph 8
2377. Chapter: (C) GUERNSEY
2378. 1Paragraph 1
2379. 2Paragraph 2
2380. 3Paragraph 3
2381. 4Paragraph 4
2382. 5Paragraph 5
2383. 6Paragraph 6
2384. 7Paragraph 7
2385. Chapter: (D) ISLE OF MAN
2386. 1Paragraph 1
2387. 2Paragraph 2
2388. 3Paragraph 3
2389. 4Paragraph 4
2390. 5Paragraph 5
2391. Part 2: SPECIFIED DESCRIPTIONS OF DISCLOSURES
2392. Chapter: (A) UNITED KINGDOM
2393. 1Paragraph 1
2394. 2Paragraph 2
2395. 3Paragraph 3
2396. 4Paragraph 4
2397. 5Paragraph 5
2398. 6Paragraph 6
2399. 7Paragraph 7
2400. 8Paragraph 8
2401. 9Paragraph 9
2402. 10Paragraph 10
2403. 11Paragraph 11
2404. 12Paragraph 12
2405. 13Paragraph 13
2406. 14Paragraph 14
2407. 15Paragraph 15
2408. 16Paragraph 16
2409. 17Paragraph 17
2410. 18Paragraph 18 Repealed
2411. 19Paragraph 19
2412. 20Paragraph 20
2413. 21Paragraph 21
2414. 22Paragraph 22
2415. 23Paragraph 23
2416. 24Paragraph 24
2417. 25Paragraph 25
2418. 26Paragraph 26 Repealed
2419. 27Paragraph 27
2420. 28Paragraph 28
2421. 29Paragraph 29
2422. 30Paragraph 30
2423. 31Paragraph 31
2424. 32Paragraph 32
2425. 33Paragraph 33
2426. 34Paragraph 34
2427. 35Paragraph 35
2428. 36Paragraph 36
2429. 36AParagraph 36A
2430. 37Paragraph 37
2431. 38Paragraph 38 Repealed
2432. 39Paragraph 39
2433. 40Paragraph 40
2434. 41Paragraph 41
2435. 42Paragraph 42
2436. 43Paragraph 43
2437. 44Paragraph 44
2438. 45Paragraph 45
2439. 46Paragraph 46
2440. 47Paragraph 47
2441. 48Paragraph 48
2442. 49Paragraph 49
2443. 50Paragraph 50
2444. 51Paragraph 51
2445. 52Paragraph 52
2446. 53Paragraph 53
2447. Chapter: (B) JERSEY
2448. 1Paragraph 1
2449. 2Paragraph 2
2450. 3Paragraph 3
2451. 4Paragraph 4
2452. 5Paragraph 5
2453. 6Paragraph 6
2454. 7Paragraph 7
2455. 8Paragraph 8
2456. 9Paragraph 9
2457. 10Paragraph 10
2458. 11Paragraph 11
2459. 12Paragraph 12
2460. 13Paragraph 13
2461. Chapter: (C) GUERNSEY
2462. 1Paragraph 1
2463. 2Paragraph 2
2464. 3Paragraph 3
2465. 4Paragraph 4
2466. 5Paragraph 5
2467. 6Paragraph 6
2468. 7Paragraph 7
2469. 8Paragraph 8
2470. Chapter: (D) ISLE OF MAN
2471. 1Paragraph 1
2472. 2Paragraph 2
2473. 3Paragraph 3
2474. 4Paragraph 4
2475. 5Paragraph 5
2476. 6Paragraph 6
2477. 7Paragraph 7
2478. 8Paragraph 8
2479. 9Paragraph 9
2480. 10Paragraph 10
2481. 11Paragraph 11
2482. 12Paragraph 12
2483. 13Paragraph 13
2484. 14Paragraph 14
2485. 15Paragraph 15
2486. 16Paragraph 16
2487. 17Paragraph 17
2488. Chapter: (E) GENERAL
2489. 1Paragraph 1
2490. 2Paragraph 2
2491. 3Paragraph 3
2492. 4Paragraph 4
2493. 5Paragraph 5 Repealed
2494. Part 3: OVERSEAS REGULATORY BODIES
2495. 1Paragraph 1
2496. 2Paragraph 2
2497. Schedule 3: Amendments of remaining provisions of the Companies Act 1985 relating to offences
2498. Failure to give information about interests in shares etc
2499. 1Paragraph 1
2500. Obstruction of rights conferred by a warrant or failure to comply with requirement under section 448
2501. 2Paragraph 2
2502. Wrongful disclosure of information to which section 449 applies
2503. 3Paragraph 3
2504. Destruction, mutilation etc of company documents
2505. 4Paragraph 4
2506. Provision of false information in purported compliance with section 447
2507. 5Paragraph 5
2508. Obstruction of inspector, etc exercising power to enter and remain on premises
2509. 6Paragraph 6
2510. Attempted evasion of restrictions under Part 15
2511. 7Paragraph 7
2512. Schedule 4: Documents and information sent or supplied to a company
2513. Part 1: Introduction
2514. Application of Schedule
2515. 1Paragraph 1
2516. Part 2: Communications in hard copy form
2517. Introduction
2518. 2Paragraph 2
2519. Method of communication in hard copy form
2520. 3Paragraph 3
2521. Address for communications in hard copy form
2522. 4Paragraph 4
2523. Part 2A: Communications in electronic form from the registrar or the Secretary of State
2524. 4AParagraph 4A
2525. Part 3: Communications in electronic form in other cases
2526. Introduction
2527. 5Paragraph 5
2528. Conditions for use of communications in electronic form
2529. 6Paragraph 6
2530. Address for communications in electronic form
2531. 7Paragraph 7
2532. Part 4: Other agreed forms of communication
2533. 8Paragraph 8
2534. Schedule 5: Communications by a company
2535. Part 1: Introduction
2536. Application of this Schedule
2537. 1Paragraph 1
2538. Part 2: Communications in hard copy form
2539. Introduction
2540. 2Paragraph 2
2541. Method of communication in hard copy form
2542. 3Paragraph 3
2543. Address for communications in hard copy form
2544. 4Paragraph 4
2545. Part 3: Communications in electronic form
2546. Introduction
2547. 5Paragraph 5
2548. Agreement to communications in electronic form
2549. 6Paragraph 6
2550. Address for communications in electronic form
2551. 7Paragraph 7
2552. Part 4: Communications by means of a website
2553. Use of website
2554. 8Paragraph 8
2555. Agreement to use of website
2556. 9Paragraph 9
2557. Deemed agreement of members of company etc to use of website
2558. 10Paragraph 10
2559. Deemed agreement of debenture holders to use of website
2560. 11Paragraph 11
2561. Availability of document or information
2562. 12Paragraph 12
2563. Notification of availability
2564. 13Paragraph 13
2565. Period of availability on website
2566. 14Paragraph 14
2567. Part 5: Other agreed forms of communication
2568. 15Paragraph 15
2569. Part 6: Supplementary provisions
2570. Joint holders of shares or debentures
2571. 16Paragraph 16
2572. Death or bankruptcy of holder of shares
2573. 17Paragraph 17
2574. Schedule 6: Meaning of “subsidiary” etc: supplementary provisions
2575. Introduction
2576. 1Paragraph 1
2577. Voting rights in a company
2578. 2Paragraph 2
2579. Right to appoint or remove a majority of the directors
2580. 3Paragraph 3
2581. Rights exercisable only in certain circumstances or temporarily incapable of exercise
2582. 4Paragraph 4
2583. Rights held by one person on behalf of another
2584. 5Paragraph 5
2585. 6Paragraph 6
2586. Rights attached to shares held by way of security
2587. 7Paragraph 7
2588. Rights attributed to holding company
2589. 8Paragraph 8
2590. Disregard of certain rights
2591. 9Paragraph 9
2592. Supplementary
2593. 10Paragraph 10
2594. Schedule 7: Parent and subsidiary undertakings: supplementary provisions
2595. Introduction
2596. 1Paragraph 1
2597. Voting rights in an undertaking
2598. 2Paragraph 2
2599. Right to appoint or remove a majority of the directors
2600. 3Paragraph 3
2601. Right to exercise dominant influence
2602. 4Paragraph 4
2603. Rights exercisable only in certain circumstances or temporarily incapable of exercise
2604. 5Paragraph 5
2605. Rights held by one person on behalf of another
2606. 6Paragraph 6
2607. 7Paragraph 7
2608. Rights attached to shares held by way of security
2609. 8Paragraph 8
2610. Rights attributed to parent undertaking
2611. 9Paragraph 9
2612. Disregard of certain rights
2613. 10Paragraph 10
2614. Supplementary
2615. 11Paragraph 11
2616. Schedule 8Index of defined expressions
2617. Schedule 9: Removal of special provisions about accounts and audit of charitable companies Repealed
2618. Part 1: The Companies Act 1985 (c. 6) Repealed
2619. 1Paragraph 1 Repealed
2620. 2Paragraph 2 Repealed
2621. 3Paragraph 3 Repealed
2622. 4Paragraph 4 Repealed
2623. 5Paragraph 5 Repealed
2624. 6Paragraph 6 Repealed
2625. 7Paragraph 7 Repealed
2626. 8Paragraph 8 Repealed
2627. Part 2: The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6) Not yet in force
2628. 9Paragraph 9 Not yet in force
2629. 10Paragraph 10 Not yet in force
2630. 11Paragraph 11 Not yet in force
2631. 12Paragraph 12 Not yet in force
2632. 13Paragraph 13 Not yet in force
2633. 14Paragraph 14 Not yet in force
2634. 15Paragraph 15 Not yet in force
2635. 16Paragraph 16 Not yet in force
2636. Schedule 10: Recognised supervisory bodies
2637. Part 1: Grant and revocation of recognition of a supervisory body
2638. Application for recognition of supervisory body
2639. 1Paragraph 1
2640. Grant and refusal of recognition
2641. 2Paragraph 2
2642. Revocation of recognition
2643. 3Paragraph 3
2644. Transitional provision
2645. 4Paragraph 4
2646. Orders not statutory instruments
2647. 5Paragraph 5
2648. Part 2: Requirements for recognition of a supervisory body
2649. Delegation etc. of tasks by competent authority
2650. 5AParagraph 5A
2651. Consultation
2652. 5BParagraph 5B
2653. Holding of appropriate qualification
2654. 6Paragraph 6
2655. 7Paragraph 7
2656. 7AParagraph 7A
2657. Auditors to be fit and proper persons
2658. 8Paragraph 8
2659. Professional integrity and independence
2660. 9Paragraph 9
2661. Technical standards
2662. 10Paragraph 10
2663. Technical standards for group audits
2664. 10AParagraph 10A
2665. Public interest entity reporting requirements
2666. 10BParagraph 10B Repealed
2667. Public interest entity independence requirements
2668. 10CParagraph 10C
2669. Procedures for maintaining competence
2670. 11Paragraph 11
2671. Monitoring and enforcement
2672. 12Paragraph 12
2673. Monitoring of audits
2674. 13Paragraph 13
2675. Membership, eligibility and enforcement
2676. 14Paragraph 14
2677. Investigation of complaints
2678. 15Paragraph 15
2679. Independent investigation for enforcement purposes
2680. 16Paragraph 16
2681. Transfer of papers to third countries
2682. 16AParagraph 16A
2683. Transfer to approved third country competent authority
2684. 16AAParagraph 16AA
2685. Transfer for purposes of investigation of auditor
2686. 16ABParagraph 16AB
2687. Meeting of claims arising out of audit work
2688. 17Paragraph 17
2689. Register of auditors and other information to be made available
2690. 18Paragraph 18
2691. Taking account of costs of compliance
2692. 19Paragraph 19
2693. Promotion and maintenance of standards
2694. 20Paragraph 20
2695. Supplementary: funding of arrangements
2696. 20ZAParagraph 20ZA
2697. Interpretation
2698. 20AParagraph 20A
2699. Part 3: Arrangements in which recognised supervisory bodies are required to participate Repealed
2700. Arrangements for setting standards relating to professional integrity and independence Repealed
2701. 21Paragraph 21 Repealed
2702. Arrangements for setting technical standards Repealed
2703. 22Paragraph 22 Repealed
2704. Arrangements for setting standards relating to public interest entity reporting requirements Repealed
2705. 22AParagraph 22A Repealed
2706. Arrangements for setting standards relating to public interest entity independence requirements Repealed
2707. 22BParagraph 22B Repealed
2708. Arrangements for independent monitoring of audits of listed companies and other major bodies Repealed
2709. 23Paragraph 23 Repealed
2710. Arrangements for independent monitoring of third country audits Repealed
2711. 23AParagraph 23A Repealed
2712. Arrangements for independent investigation for disciplinary purposes of public interest cases Repealed
2713. 24Paragraph 24 Repealed
2714. Supplementary: arrangements to operate independently of body Repealed
2715. 25Paragraph 25 Repealed
2716. Supplementary: funding of arrangements Repealed
2717. 26Paragraph 26 Repealed
2718. Supplementary: scope of arrangement Repealed
2719. 27Paragraph 27 Repealed
2720. Schedule 11: Recognised professional qualifications
2721. Part 1: Grant and revocation of recognition of a professional qualification
2722. Application for recognition of professional qualification
2723. 1Paragraph 1
2724. Grant and refusal of recognition
2725. 2Paragraph 2
2726. Revocation of recognition
2727. 3Paragraph 3
2728. Transitional provision
2729. 4Paragraph 4
2730. Orders not statutory instruments
2731. 5Paragraph 5
2732. Part 2: Requirements for recognition of a professional qualification
2733. Entry requirements
2734. 6Paragraph 6
2735. Requirement for theoretical instruction or professional experience
2736. 7Paragraph 7
2737. Examination
2738. 8Paragraph 8
2739. Practical training
2740. 9Paragraph 9
2741. Supplementary provision with respect to a sufficient period of professional experience
2742. 10Paragraph 10
2743. The body offering the qualification
2744. 11Paragraph 11
2745. Schedule 11A: Specified persons, descriptions, disclosures etc for the purposes of section 1224A
2746. Part 1: Specified persons
2747. 1Paragraph 1
2748. 2Paragraph 2
2749. 3Paragraph 3
2750. 4Paragraph 4
2751. 5Paragraph 5
2752. 5AParagraph 5A
2753. 6Paragraph 6
2754. 7Paragraph 7
2755. 8Paragraph 8
2756. 9Paragraph 9
2757. 10Paragraph 10
2758. 11Paragraph 11
2759. 12Paragraph 12
2760. 13Paragraph 13
2761. 14Paragraph 14
2762. 15Paragraph 15
2763. 16Paragraph 16
2764. 17Paragraph 17
2765. 17AParagraph 17A
2766. 17BParagraph 17B
2767. 17CParagraph 17C
2768. 17DParagraph 17D
2769. Part 2: Specified descriptions of disclosures
2770. 18Paragraph 18
2771. 19Paragraph 19
2772. 20Paragraph 20
2773. 21Paragraph 21
2774. 22Paragraph 22
2775. 23Paragraph 23
2776. 24Paragraph 24
2777. 25Paragraph 25
2778. 26Paragraph 26
2779. 27Paragraph 27
2780. 28Paragraph 28
2781. 29Paragraph 29
2782. 30Paragraph 30
2783. 31Paragraph 31
2784. 32Paragraph 32
2785. 33Paragraph 33
2786. 34Paragraph 34
2787. 35Paragraph 35
2788. 36Paragraph 36
2789. 37Paragraph 37
2790. 38Paragraph 38
2791. 39Paragraph 39
2792. 40Paragraph 40 Repealed
2793. 41Paragraph 41
2794. 42Paragraph 42
2795. 43Paragraph 43
2796. 44Paragraph 44
2797. 45Paragraph 45
2798. 46Paragraph 46
2799. 47Paragraph 47
2800. 48Paragraph 48
2801. 49Paragraph 49
2802. 50Paragraph 50
2803. 51Paragraph 51
2804. 51AParagraph 51A
2805. 52Paragraph 52
2806. 53Paragraph 53 Repealed
2807. 54Paragraph 54
2808. 55Paragraph 55
2809. 56Paragraph 56
2810. 57Paragraph 57
2811. 58Paragraph 58
2812. 59Paragraph 59
2813. 60Paragraph 60
2814. 61Paragraph 61
2815. 62Paragraph 62
2816. 63Paragraph 63
2817. 64Paragraph 64 Repealed
2818. 65Paragraph 65
2819. 66Paragraph 66
2820. 67Paragraph 67
2821. 68Paragraph 68
2822. 69Paragraph 69
2823. 70Paragraph 70
2824. 71Paragraph 71
2825. 72Paragraph 72
2826. 73Paragraph 73
2827. 74Paragraph 74
2828. 75Paragraph 75
2829. 76Paragraph 76
2830. 77Paragraph 77
2831. 78Paragraph 78
2832. Part 3: Overseas regulatory bodies
2833. 79Paragraph 79
2834. 80Paragraph 80
2835. Schedule 12: Arrangements in which registered third country auditors are required to participate
2836. Arrangements for independent monitoring of audits of UK-traded third country companies
2837. 1Paragraph 1
2838. Arrangements for independent investigations for disciplinary purposes
2839. 2Paragraph 2
2840. Supplementary: arrangements to operate independently of third country auditor
2841. 3Paragraph 3
2842. Supplementary: funding of arrangements
2843. 4Paragraph 4
2844. Supplementary: scope of arrangements
2845. 5Paragraph 5
2846. Specification of particular arrangements by the Secretary of State
2847. 6Paragraph 6
2848. Schedule 13: Supplementary provisions with respect to delegation order
2849. Operation of this Schedule
2850. 1Paragraph 1
2851. Status
2852. 2Paragraph 2
2853. Name, members and chairman
2854. 3Paragraph 3
2855. Financial provisions
2856. 4Paragraph 4
2857. Proceedings
2858. 5Paragraph 5
2859. Fees
2860. 6Paragraph 6
2861. Legislative functions
2862. 7Paragraph 7
2863. 8Paragraph 8
2864. 9Paragraph 9
2865. Report and accounts
2866. 10Paragraph 10
2867. Other supplementary provisions
2868. 11Paragraph 11
2869. 12Paragraph 12
2870. 13Paragraph 13
2871. Schedule 14: Statutory auditors: consequential amendments
2872. Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)
2873. 1Paragraph 1
2874. Schedule 15: Transparency obligations and related matters: minor and consequential amendments
2875. Part 1: Amendments of the Financial Services and Markets Act 2000
2876. 1Paragraph 1
2877. 2Paragraph 2 Repealed
2878. 3Paragraph 3
2879. 4Paragraph 4
2880. 5Paragraph 5
2881. 6Paragraph 6
2882. 7Paragraph 7
2883. 8Paragraph 8
2884. 9Paragraph 9 Repealed
2885. 10Paragraph 10
2886. 11Paragraph 11
2887. 12Paragraph 12
2888. Part 2: Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004
2889. 13Paragraph 13
2890. 14Paragraph 14
2891. 15Paragraph 15
2892. Schedule 16Repeals