Companies Act 2006 in Wales

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. 42Constitutional limitations: companies that are charities
66. Formalities of doing business under the law of England and Wales or Northern Ireland
67. 43Company contracts
68. 44Execution of documents
69. 45Common seal
70. 46Execution of deeds
71. 47Execution of deeds or other documents by attorney
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. 181Modification of provisions in relation to charitable companies
328. Chapter 3: Declaration of interest in existing transaction or arrangement
329. 182Declaration of interest in existing transaction or arrangement
330. 183Offence of failure to declare interest
331. 184Declaration made by notice in writing
332. 185General notice treated as sufficient declaration
333. 186Declaration of interest in case of company with sole director
334. 187Declaration of interest in existing transaction by shadow director
335. Chapter 4: Transactions with directors requiring approval of members
336. Service contracts
337. 188Directors' long-term service contracts: requirement of members' approval
338. 189Directors' long-term service contracts: civil consequences of contravention
339. Substantial property transactions
340. 190Substantial property transactions: requirement of members' approval
341. 191Meaning of “substantial”
342. 192Exception for transactions with members or other group companies
343. 193Exception in case of company in winding up or administration
344. 194Exception for transactions on recognised investment exchange
345. 195Property transactions: civil consequences of contravention
346. 196Property transactions: effect of subsequent affirmation
347. Loans, quasi-loans and credit transactions
348. 197Loans to directors: requirement of members' approval
349. 198Quasi-loans to directors: requirement of members' approval
350. 199Meaning of “quasi-loan” and related expressions
351. 200Loans or quasi-loans to persons connected with directors: requirement of members' approval
352. 201Credit transactions: requirement of members' approval
353. 202Meaning of “credit transaction”
354. 203Related arrangements: requirement of members' approval
355. 204Exception for expenditure on company business
356. 205Exception for expenditure on defending proceedings etc
357. 206Exception for expenditure in connection with regulatory action or investigation
358. 207Exceptions for minor and business transactions
359. 208Exceptions for intra-group transactions
360. 209Exceptions for money-lending companies
361. 210Other relevant transactions or arrangements
362. 211The value of transactions and arrangements
363. 212The person for whom a transaction or arrangement is entered into
364. 213Loans etc: civil consequences of contravention
365. 214Loans etc: effect of subsequent affirmation
366. Payments for loss of office
367. 215Payments for loss of office
368. 216Amounts taken to be payments for loss of office
369. 217Payment by company: requirement of members' approval
370. 218Payment in connection with transfer of undertaking etc: requirement of members' approval
371. 219Payment in connection with share transfer: requirement of members' approval
372. 220Exception for payments in discharge of legal obligations etc
373. 221Exception for small payments
374. 222Payments made without approval: civil consequences
375. Supplementary
376. 223Transactions requiring members' approval: application of provisions to shadow directors
377. 224Approval by written resolution: accidental failure to send memorandum
378. 225Cases where approval is required under more than one provision
379. 226Requirement of consent of Charity Commission: companies that are charities Repealed
380. Chapter 4A: Directors of quoted companies ...: special provision
381. Interpretation
382. 226AKey definitions
383. Restrictions relating to remuneration or loss of office payments
384. 226BRemuneration payments
385. 226CLoss of office payments
386. 226DSections 226B and 226C: supplementary
387. Supplementary
388. 226EPayments made without approval: civil consequences
389. 226FRelationship with requirements under Chapter 4
390. Chapter 5: Directors' service contracts
391. 227Directors' service contracts
392. 228Copy of contract or memorandum of terms to be available for inspection
393. 229Right of member to inspect and request copy
394. 230Directors' service contracts: application of provisions to shadow directors
395. Chapter 6: Contracts with sole members who are directors
396. 231Contract with sole member who is also a director
397. Chapter 7: Directors' liabilities
398. Provision protecting directors from liability
399. 232Provisions protecting directors from liability
400. 233Provision of insurance
401. 234Qualifying third party indemnity provision
402. 235Qualifying pension scheme indemnity provision
403. 236Qualifying indemnity provision to be disclosed in directors' report
404. 237Copy of qualifying indemnity provision to be available for inspection
405. 238Right of member to inspect and request copy
406. Ratification of acts giving rise to liability
407. 239Ratification of acts of directors
408. Chapter 8: Directors' residential addresses: protection from disclosure
409. 240Protected information
410. 241Protected information: restriction on use or disclosure by company
411. 242Protected information: restriction on ... disclosure by registrar
412. 243Permitted ... disclosure by the registrar
413. 244Disclosure under court order
414. 245Circumstances in which registrar may put address on the public record
415. 246Putting the address on the public record
416. Chapter 9: Supplementary provisions
417. Provision for employees on cessation or transfer of business
418. 247Power to make provision for employees on cessation or transfer of business
419. Records of meetings of directors
420. 248Minutes of directors' meetings
421. 249Minutes as evidence
422. Meaning of “director” and “shadow director”
423. 250“Director”
424. 251“Shadow director”
425. Other definitions
426. 252Persons connected with a director
427. 253Members of a director's family
428. 254Director “connected with” a body corporate
429. 255Director “controlling” a body corporate
430. 256Associated bodies corporate
431. 257References to company's constitution
432. General
433. 258Power to increase financial limits
434. 259Transactions under foreign law
435. Part 11: Derivative claims and proceedings by members
436. Chapter 1: Derivative claims in England and Wales or Northern Ireland
437. 260Derivative claims
438. 261Application for permission to continue derivative claim
439. 262Application for permission to continue claim as a derivative claim
440. 263Whether permission to be given
441. 264Application for permission to continue derivative claim brought by another member
442. Chapter 2: Derivative proceedings in Scotland
443. 265Derivative proceedings
444. 266Requirement for leave and notice
445. 267Application to continue proceedings as derivative proceedings
446. 268Granting of leave
447. 269Application by member to be substituted for member pursuing derivative proceedings
448. Part 12: Company secretaries
449. Private companies
450. 270Private company not required to have secretary
451. Public companies
452. 271Public company required to have secretary
453. 272Direction requiring public company to appoint secretary
454. 273Qualifications of secretaries of public companies
455. Provisions applying to private companies with a secretary and to public companies
456. 274Discharge of functions where office vacant or secretary unable to act
457. 274AAlternative method of record-keeping Repealed
458. 275Duty to keep register of secretaries Repealed
459. 276Duty to notify registrar of changes Repealed
460. 277Particulars of secretaries to be registered: individuals Repealed
461. 278Particulars of secretaries to be registered: corporate secretaries and firms Repealed
462. 279Particulars of secretaries to be registered: power to make regulations Repealed
463. ...
464. 279ARight to make an election Repealed
465. 279BEffective date of election Repealed
466. 279CEffect of election on obligations under sections 275 and 276 Repealed
467. 279DDuty to notify registrar of changes Repealed
468. 279EWithdrawing the election Repealed
469. 279FPower to extend option to public companies Repealed
470. Notification of information about secretaries
471. 279GDuty to notify registrar of change in secretary or joint secretary
472. 279HDuty to notify registrar of changes of information
473. 279INotification of changes occurring before company’s incorporation
474. 279JRequired information about a secretary etc: individuals
475. 279KRequired information about a secretary etc: corporate secretaries and firms
476. 279LFirms all of whose partners are joint secretaries
477. 279MSecretary or joint secretary: offence of failure to notify of changes
478. Person acting in dual capacity
479. 280Acts done by person in dual capacity
480. Part 13: Resolutions and meetings
481. Chapter 1: General provisions about resolutions
482. 281Resolutions
483. 282Ordinary resolutions
484. 283Special resolutions
485. 284Votes: general rules
486. 285Voting by proxy
487. 285AVoting rights on poll or written resolution
488. 286Votes of joint holders of shares
489. 287Saving for provisions of articles as to determination of entitlement to vote
490. Chapter 2: Written resolutions
491. General provisions about written resolutions
492. 288Written resolutions of private companies
493. 289Eligible members
494. Circulation of written resolutions
495. 290Circulation date
496. 291Circulation of written resolutions proposed by directors
497. 292Members' power to require circulation of written resolution
498. 293Circulation of written resolution proposed by members
499. 294Expenses of circulation
500. 295Application not to circulate members' statement
501. Agreeing to written resolutions
502. 296Procedure for signifying agreement to written resolution
503. 297Period for agreeing to written resolution
504. Supplementary
505. 298Sending documents relating to written resolutions by electronic means
506. 299Publication of written resolution on website
507. 300Relationship between this Chapter and provisions of company's articles
508. Chapter 3: Resolutions at meetings
509. General provisions about resolutions at meetings
510. 301Resolutions at general meetings
511. Calling meetings
512. 302Directors' power to call general meetings
513. 303Members' power to require directors to call general meeting
514. 304Directors' duty to call meetings required by members
515. 305Power of members to call meeting at company's expense
516. 306Power of court to order meeting
517. Notice of meetings
518. 307Notice required of general meeting
519. 307ANotice required of general meeting: certain meetings of traded companies
520. 308Manner in which notice to be given
521. 309Publication of notice of meeting on website
522. 310Persons entitled to receive notice of meetings
523. 311Contents of notices of meetings
524. 311ATraded companies: publication of information in advance of general meeting
525. 312Resolution requiring special notice
526. 313Accidental failure to give notice of resolution or meeting
527. Members' statements
528. 314Members' power to require circulation of statements
529. 315Company's duty to circulate members' statement
530. 316Expenses of circulating members' statement
531. 317Application not to circulate members' statement
532. Procedure at meetings
533. 318Quorum at meetings
534. 319Chairman of meeting
535. 319ATraded companies: questions at meetings
536. 320Declaration by chairman on a show of hands
537. 321Right to demand a poll
538. 322Voting on a poll
539. 322AVoting on a poll: votes cast in advance
540. 323Representation of corporations at meetings
541. Proxies
542. 324Rights to appoint proxies
543. 324AObligation of proxy to vote in accordance with instructions
544. 325Notice of meeting to contain statement of rights
545. 326Company-sponsored invitations to appoint proxies
546. 327Notice required of appointment of proxy etc
547. 328Chairing meetings
548. 329Right of proxy to demand a poll
549. 330Notice required of termination of proxy's authority
550. 331Saving for more extensive rights conferred by articles
551. Adjourned meetings
552. 332Resolution passed at adjourned meeting
553. Electronic communications
554. 333Sending documents relating to meetings etc in electronic form
555. 333ATraded company: duty to provide electronic address for receipt of proxies etc
556. Application to class meetings
557. 334Application to class meetings
558. 335Application to class meetings: companies without a share capital
559. Chapter 4: Public companies and traded companies: additional requirements for AGMs
560. 336Public companies and traded companies: annual general meeting
561. 337Public companies and traded companies: notice of AGM
562. 338Public companies: members' power to require circulation of resolutions for AGMs
563. 338ATraded companies: members' power to include other matters in business dealt with at AGM
564. 339Public companies: company's duty to circulate members' resolutions for AGMs
565. 340Public companies: expenses of circulating members' resolutions for AGM
566. 340ATraded companies: duty to circulate members' matters for AGM
567. 340BTraded companies: expenses of circulating members' matters to be dealt with at AGM
568. Chapter 5: Additional requirements for quoted companies AND TRADED COMPANIES
569. Website publication of poll results
570. 341Results of poll to be made available on website
571. Independent report on poll
572. 342Members' power to require independent report on poll
573. 343Appointment of independent assessor
574. 344Independence requirement
575. 345Meaning of “associate”
576. 346Effect of appointment of a partnership
577. 347The independent assessor's report
578. 348Rights of independent assessor: right to attend meeting etc
579. 349Rights of independent assessor: right to information
580. 350Offences relating to provision of information
581. 351Information to be made available on website
582. Supplementary
583. 352Application of provisions to class meetings
584. 353Requirements as to website availability
585. 354Power to limit or extend the types of company to which provisions of this Chapter apply
586. Chapter 6: Records of resolutions and meetings
587. 355Records of resolutions and meetings etc
588. 356Records as evidence of resolutions etc
589. 357Records of decisions by sole member
590. 358Inspection of records of resolutions and meetings
591. 359Records of resolutions and meetings of class of members
592. Chapter 7: Supplementary provisions
593. 360Computation of periods of notice etc: clear day rule
594. 360AElectronic meetings and voting
595. 360AATraded companies: confirmation of receipt of electronic voting
596. 360BTraded companies: requirements for participating in and voting at general meetings
597. 360BATraded companies: right to confirmation of vote after a general meeting
598. 360CMeaning of “traded company”
599. 361Meaning of “quoted company”
600. Part 14: Control of political donations and expenditure
601. Introductory
602. 362Introductory
603. Donations and expenditure to which this Part applies
604. 363Political parties, organisations etc to which this Part applies
605. 364Meaning of “political donation”
606. 365Meaning of “political expenditure”
607. Authorisation required for donations or expenditure
608. 366Authorisation required for donations or expenditure
609. 367Form of authorising resolution
610. 368Period for which resolution has effect
611. Remedies in case of unauthorised donations or expenditure
612. 369Liability of directors in case of unauthorised donation or expenditure
613. 370Enforcement of directors' liabilities by shareholder action
614. 371Enforcement of directors' liabilities by shareholder action: supplementary
615. 372Costs of shareholder action
616. 373Information for purposes of shareholder action
617. Exemptions
618. 374Trade unions
619. 375Subscription for membership of trade association
620. 376All-party parliamentary groups
621. 377Political expenditure exempted by order
622. 378Donations not amounting to more than £5,000 in any twelve month period
623. Supplementary provisions
624. 379Minor definitions
625. Part 15: Accounts and reports
626. Chapter 1: Introduction
627. General
628. 380Scheme of this Part
629. Companies subject to the small companies regime
630. 381Companies subject to the small companies regime
631. 382Companies qualifying as small: general
632. 383Companies qualifying as small: parent companies
633. 384Companies excluded from the small companies regime
634. 384ACompanies qualifying as micro-entities
635. 384BCompanies excluded from being treated as micro-entities
636. Quoted and unquoted companies
637. 385Quoted and unquoted companies
638. Chapter 2: Accounting records
639. 386Duty to keep accounting records
640. 387Duty to keep accounting records: offence
641. 388Where and for how long records to be kept
642. 389Where and for how long records to be kept: offences
643. Chapter 3: A company's financial year
644. 390A company's financial year
645. 391Accounting reference periods and accounting reference date
646. 392Alteration of accounting reference date
647. Chapter 4: Annual accounts
648. General
649. 393Accounts to give true and fair view
650. Individual accounts
651. 394Duty to prepare individual accounts
652. 394AIndividual accounts: exemption for dormant subsidiaries
653. 394BCompanies excluded from the dormant subsidiaries exemption
654. 394CDormant subsidiaries exemption: parent undertaking declaration of guarantee
655. 395Individual accounts: applicable accounting framework
656. 396Companies Act individual accounts
657. 397IAS individual accounts
658. ...
659. 398Option to prepare group accounts Repealed
660. Group accounts ...
661. 399Duty to prepare group accounts
662. 400Exemption for company included in UK group accounts of larger group
663. 401Exemption for company included in non-UK group accounts of larger group
664. 402Exemption if no subsidiary undertakings need be included in the consolidation
665. Group accounts: general
666. 403Group accounts: applicable accounting framework
667. 404Companies Act group accounts
668. 405Companies Act group accounts: subsidiary undertakings included in the consolidation
669. 406IAS group accounts
670. 407Consistency of financial reporting within group
671. 408Individual profit and loss account where group accounts prepared
672. Information to be given in notes to the accounts
673. 409Information about related undertakings
674. 410Information about related undertakings: alternative compliance Repealed
675. 410AInformation about off-balance sheet arrangements
676. 411Information about employee numbers and costs
677. 412Information about directors' benefits: remuneration
678. 413Information about directors' benefits: advances, credit and guarantees
679. Approval and signing of accounts
680. 414Approval and signing of accounts
681. Chapter 4A: STRATEGIC REPORT
682. 414ADuty to prepare strategic report
683. 414BStrategic report: small companies exemption
684. 414CContents of strategic report
685. 414CZASection 172(1) statement
686. 414CANon-financial and sustainability information statement
687. 414CBContents of non-financial and sustainability information statement
688. 414DApproval and signing of strategic report
689. Chapter 5: Directors' report
690. Directors' report
691. 415Duty to prepare directors' report
692. 415ADirectors' report: small companies exemption
693. 416Contents of directors' report: general
694. 417Contents of directors' report: business review Repealed
695. 418Contents of directors' report: statement as to disclosure to auditors
696. 419Approval and signing of directors' report
697. 419AApproval and signing of separate corporate governance statement
698. Chapter 6: Quoted companies ...: directors' remuneration report
699. 420Duty to prepare directors' remuneration report
700. 421Contents of directors' remuneration report
701. 422Approval and signing of directors' remuneration report
702. 422ARevisions to directors' remuneration policy
703. Chapter 7: Publication of accounts and reports
704. Duty to circulate copies of accounts and reports
705. 423Duty to circulate copies of annual accounts and reports
706. 424Time allowed for sending out copies of accounts and reports
707. 425Default in sending out copies of accounts and reports: offences
708. Option to provide strategic report with supplementary material
709. 426Option to provide strategic report with supplementary material
710. 426ASupplementary material
711. Section 172(1) statement: requirements as to website publication
712. 426BSection 172(1) statement to be made available on website
713. 427Form and contents of summary financial statement: unquoted companies Repealed
714. 428Form and contents of summary financial statement: quoted companies Repealed
715. 429Summary financial statements: offences Repealed
716. Quoted companies ...: requirements as to website publication
717. 430Quoted companies ...: annual accounts and reports to be made available on website
718. Right of member or debenture holder to demand copies of accounts and reports
719. 431Right of member or debenture holder to copies of accounts and reports: unquoted companies
720. 432Right of member or debenture holder to copies of accounts and reports: quoted companies
721. Requirements in connection with publication of accounts and reports
722. 433Name of signatory to be stated in published copies of accounts and reports
723. 434Requirements in connection with publication of statutory accounts
724. 435Requirements in connection with publication of non-statutory accounts
725. 436Meaning of “publication” in relation to accounts and reports
726. Chapter 8: Public companies: laying of accounts and reports before general meeting
727. 437Public companies: laying of accounts and reports before general meeting
728. 438Public companies: offence of failure to lay accounts and reports
729. Chapter 9: Quoted companies ...: members' approval of directors' remuneration report
730. 439Quoted companies ...: members' approval of directors' remuneration report
731. 439AQuoted companies ...: members' approval of directors' remuneration policy
732. 440Quoted companies ...: offences in connection with procedure for approval
733. Chapter 10: Filing of accounts and reports
734. Duty to file accounts and reports
735. 441Duty to file accounts and reports with the registrar
736. 442Period allowed for filing accounts
737. 443Calculation of period allowed
738. Filing obligations of different descriptions of company
739. 443AFiling obligations of micro-entities
740. 444Filing obligations of companies subject to small companies regime Filing obligations of small companies other than micro-entities
741. 444AFiling obligations of companies entitled to small companies exemption in relation to directors' report
742. 445Filing obligations of medium-sized companies
743. 446Filing obligations of unquoted companies
744. 447Filing obligations of quoted companies
745. 448Unlimited companies exempt from obligation to file accounts
746. 448ADormant subsidiaries exempt from obligation to file accounts
747. 448BCompanies excluded from the dormant subsidiaries exemption
748. 448CDormant subsidiaries filing exemption: parent undertaking declaration of guarantee
749. Requirements where abbreviated accounts delivered
750. 449Special auditor's report where abbreviated accounts delivered Repealed
751. 450Approval and signing of abbreviated accounts Repealed
752. Failure to file accounts and reports
753. 451Default in filing accounts and reports: offences
754. 452Default in filing accounts and reports: court order
755. 453Civil penalty for failure to file accounts and reports
756. Chapter 11: Revision of defective accounts and reports
757. Voluntary revision
758. 454Voluntary revision of accounts etc
759. Secretary of State's notice
760. 455Secretary of State's notice in respect of accounts or reports
761. Application to court
762. 456Application to court in respect of defective accounts or reports
763. 457Other persons authorised to apply to the court
764. 458Disclosure of information by tax authorities
765. Power of authorised person to require documents etc
766. 459Power of authorised person to require documents, information and explanations
767. 460Restrictions on disclosure of information obtained under compulsory powers
768. 461Permitted disclosure of information obtained under compulsory powers
769. 462Power to amend categories of permitted disclosure
770. Chapter 12: Supplementary provisions
771. Liability for false or misleading statements in reports and statements
772. 463Liability for false or misleading statements in reports and statements
773. Accounting and reporting standards
774. 464Accounting standards
775. Companies qualifying as medium-sized
776. 465Companies qualifying as medium-sized: general
777. 466Companies qualifying as medium-sized: parent companies
778. 467Companies excluded from being treated as medium-sized
779. General power to make further provision about accounts and reports
780. 468General power to make further provision about accounts and reports
781. 468AUse or disclosure of profit and loss accounts for certain companies
782. Other supplementary provisions
783. 469Preparation and filing of accounts in euros
784. 470Power to apply provisions to banking partnerships
785. 471Meaning of “annual accounts” and related expressions
786. 472Notes to the accounts
787. 472AMeaning of “corporate governance statement” etc
788. 473Parliamentary procedure for certain regulations under this Part
789. 474Minor definitions
790. Part 16: Audit
791. Chapter 1: Requirement for audited accounts
792. Requirement for audited accounts
793. 475Requirement for audited accounts
794. 476Right of members to require audit
795. Exemption from audit: small companies
796. 477Small companies: conditions for exemption from audit
797. 478Companies excluded from small companies exemption
798. 479Availability of small companies exemption in case of group company
799. Exemption from audit: qualifying subsidiaries
800. 479ASubsidiary companies: conditions for exemption from audit
801. 479BCompanies excluded from the subsidiary companies audit exemption
802. 479CSubsidiary companies audit exemption: parent undertaking declaration of guarantee
803. Exemption from audit: dormant companies
804. 480Dormant companies: conditions for exemption from audit
805. 481Companies excluded from dormant companies exemption
806. Companies subject to public sector audit
807. 482Non-profit-making companies subject to public sector audit
808. 483Scottish public sector companies: audit by Auditor General for Scotland
809. General power of amendment by regulations
810. 484General power of amendment by regulations
811. Chapter 2: Appointment of auditors
812. Private companies
813. 485Appointment of auditors of private company: general
814. 485AAppointment of auditors of private company: additional requirements for public interest entities with audit committees
815. 485BAppointment of auditors of private company: additional requirements for public interest entities without audit committees
816. 485CRestriction on appointment of auditor of private company which is a public interest entity
817. 486Appointment of auditors of private company: default power of Secretary of State
818. 486ADefective appointments: default power of Secretary of State
819. 487Term of office of auditors of private company
820. 487AMaximum engagement period: transitional arrangements Repealed
821. 488Prevention by members of deemed re-appointment of auditor
822. Public companies
823. 489Appointment of auditors of public company: general
824. 489AAppointment of auditors of public company: additional requirements for public interest entities with audit committees
825. 489BAppointment of auditors of public company: additional requirements for public interest entities without audit committees
826. 489CRestriction on appointment of auditor of public company which is a public interest entity
827. 490Appointment of auditors of public company: default power of Secretary of State
828. 490ADefective appointments: default power of Secretary of State
829. 491Term of office of auditors of public company
830. 491AMaximum engagement period: transitional arrangements Repealed
831. General provisions
832. 492Fixing of auditor's remuneration
833. 493Disclosure of terms of audit appointment
834. 494Disclosure of services provided by auditor or associates and related remuneration
835. 494ZAThe maximum engagement period
836. 494AInterpretation
837. Chapter 3: Functions of auditor
838. Auditor's report
839. 495Auditor's report on company's annual accounts
840. 496Auditor's report on strategic report and on directors' report
841. 497Auditor's report on auditable part of directors' remuneration report
842. 497AAuditor's report on separate corporate governance statement
843. Duties and rights of auditors
844. 498Duties of auditor
845. 498AAuditor's duties in relation to separate corporate governance statement
846. 499Auditor's general right to information
847. 500Auditor's right to information from overseas subsidiaries
848. 501Auditor's rights to information: offences
849. 502Auditor's rights in relation to resolutions and meetings
850. Signature of auditor's report
851. 503Signature of auditor's report
852. 504Senior statutory auditor
853. 505Names to be stated in published copies of auditor's report
854. 506Circumstances in which names may be omitted
855. Offences in connection with auditor's report
856. 507Offences in connection with auditor's report
857. 508Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland
858. Chapter 4: Removal, resignation, etc of auditors
859. Removal of auditor
860. 510Resolution removing auditor from office
861. 511Special notice required for resolution removing auditor from office
862. 511APublic interest companies: application to court to remove auditor from office
863. 512Notice to registrar of resolution removing auditor from office Repealed
864. 513Rights of auditor who has been removed from office
865. Failure to re-appoint auditor
866. 514Failure to re-appoint auditor: special procedure required for written resolution
867. 515Failure to re-appoint auditor: special notice required for resolution at general meeting
868. Resignation of auditor
869. 516Resignation of auditor
870. 517Notice to registrar of resignation of auditor Repealed
871. 518Rights of resigning auditor
872. Statement by auditor on ceasing to hold office
873. 519Statement by auditor to be sent to company
874. 519AMeaning of “public interest company”, “non-public interest company” and “exempt reasons”
875. 520Company's duties in relation to statement
876. 521Copy of statement to be sent to registrar
877. 522Duty of auditor to send statement to appropriate audit authority
878. 523Duty of company to notify appropriate audit authority
879. 524Provision of information to accounting authorities
880. 525Meaning of “appropriate audit authority” ...
881. Supplementary
882. 526Effect of casual vacancies
883. Chapter 5: Quoted companies: right of members to raise audit concerns at accounts meeting
884. 527Members' power to require website publication of audit concerns
885. 528Requirements as to website availability
886. 529Website publication: company's supplementary duties
887. 530Website publication: offences
888. 531Meaning of “quoted company”
889. Chapter 6: Auditors' liability
890. Voidness of provisions protecting auditors from liability
891. 532Voidness of provisions protecting auditors from liability
892. Indemnity for costs of defending proceedings
893. 533Indemnity for costs of successfully defending proceedings
894. Liability limitation agreements
895. 534Liability limitation agreements
896. 535Terms of liability limitation agreement
897. 536Authorisation of agreement by members of the company
898. 537Effect of liability limitation agreement
899. 538Disclosure of agreement by company
900. 538AMeaning of “corporate governance statement” etc
901. Chapter 7: Supplementary provisions
902. 539Minor definitions
903. Part 17: A company's share capital
904. Chapter 1: Shares and share capital of a company
905. Shares
906. 540Shares
907. 541Nature of shares
908. 542Nominal value of shares
909. 543Numbering of shares
910. 544Transferability of shares
911. 545Companies having a share capital
912. 546Issued and allotted share capital
913. Share capital
914. 547Called-up share capital
915. 548Equity share capital
916. Chapter 2: Allotment of shares: general provisions
917. Power of directors to allot shares
918. 549Exercise by directors of power to allot shares etc
919. 550Power of directors to allot shares etc: private company with only one class of shares
920. 551Power of directors to allot shares etc: authorisation by company
921. Prohibition of commissions, discounts and allowances
922. 552General prohibition of commissions, discounts and allowances
923. 553Permitted commission
924. Registration of allotment
925. 554Registration of allotment
926. Return of allotment
927. 555Return of allotment by limited company
928. 556Return of allotment by unlimited company allotting new class of shares
929. 557Offence of failure to make return
930. Supplementary provisions
931. 558When shares are allotted
932. 559Provisions about allotment not applicable to shares taken on formation
933. Chapter 3: Allotment of equity securities: existing shareholders' right of pre-emption
934. Introductory
935. 560Meaning of “equity securities” and related expressions
936. Existing shareholders' right of pre-emption
937. 561Existing shareholders' right of pre-emption
938. 562Communication of pre-emption offers to shareholders
939. 563Liability of company and officers in case of contravention
940. Exceptions to right of pre-emption
941. 564Exception to pre-emption right: bonus shares
942. 565Exception to pre-emption right: issue for non-cash consideration
943. 566Exceptions to pre-emption right: employees' share schemes
944. 566AException to pre-emption right: companies in financial difficulty
945. Exclusion of right of pre-emption
946. 567Exclusion of requirements by private companies
947. 568Exclusion of pre-emption right: articles conferring corresponding right
948. Disapplication of pre-emption rights
949. 569Disapplication of pre-emption rights: private company with only one class of shares
950. 570Disapplication of pre-emption rights: directors acting under general authorisation
951. 571Disapplication of pre-emption rights by special resolution
952. 572Liability for false statement in directors' statement
953. 573Disapplication of pre-emption rights: sale of treasury shares
954. Supplementary
955. 574References to holder of shares in relation to offer
956. 575Saving for other restrictions on offer or allotment
957. 576Saving for certain older pre-emption requirements
958. 577Provisions about pre-emption not applicable to shares taken on formation
959. Chapter 4: Public companies: allotment where issue not fully subscribed
960. 578Public companies: allotment where issue not fully subscribed
961. 579Public companies: effect of irregular allotment where issue not fully subscribed
962. Chapter 5: Payment for shares
963. General rules
964. 580Shares not to be allotted at a discount
965. 581Provision for different amounts to be paid on shares
966. 582General rule as to means of payment
967. 583Meaning of payment in cash
968. Additional rules for public companies
969. 584Public companies: shares taken by subscribers of memorandum
970. 585Public companies: must not accept undertaking to do work or perform services
971. 586Public companies: shares must be at least one-quarter paid up
972. 587Public companies: payment by long-term undertaking
973. Supplementary provisions
974. 588Liability of subsequent holders of shares
975. 589Power of court to grant relief
976. 590Penalty for contravention of this Chapter
977. 591Enforceability of undertakings to do work etc
978. 592The appropriate rate of interest
979. Chapter 6: Public companies: independent valuation of non-cash consideration
980. Non-cash consideration for shares
981. 593Public company: valuation of non-cash consideration for shares
982. 594Exception to valuation requirement: arrangement with another company
983. 595Exception to valuation requirement: merger or division
984. 596Non-cash consideration for shares: requirements as to valuation and report
985. 597Copy of report to be delivered to registrar
986. Transfer of non-cash asset in initial period
987. 598Public company: agreement for transfer of non-cash asset in initial period
988. 599Agreement for transfer of non-cash asset: requirement of independent valuation
989. 600Agreement for transfer of non-cash asset: requirements as to valuation and report
990. 601Agreement for transfer of non-cash asset: requirement of approval by members
991. 602Copy of resolution to be delivered to registrar
992. 603Adaptation of provisions in relation to company re-registering as public
993. 604Agreement for transfer of non-cash asset: effect of contravention
994. Supplementary provisions
995. 605Liability of subsequent holders of shares
996. 606Power of court to grant relief
997. 607Penalty for contravention of this Chapter
998. 608Enforceability of undertakings to do work etc
999. 609The appropriate rate of interest
1000. Chapter 7: Share premiums
1001. The share premium account
1002. 610Application of share premiums
1003. Relief from requirements as to share premiums
1004. 611Group reconstruction relief
1005. 612Merger relief
1006. 613Merger relief: meaning of 90% equity holding
1007. 614Power to make further provision by regulations
1008. 615Relief may be reflected in company's balance sheet
1009. Supplementary provisions
1010. 616Interpretation of this Chapter
1011. Chapter 8: Alteration of share capital
1012. How share capital may be altered
1013. 617Alteration of share capital of limited company
1014. Subdivision or consolidation of shares
1015. 618Sub-division or consolidation of shares
1016. 619Notice to registrar of sub-division or consolidation
1017. Reconversion of stock into shares
1018. 620Reconversion of stock into shares
1019. 621Notice to registrar of reconversion of stock into shares
1020. Redenomination of share capital
1021. 622Redenomination of share capital
1022. 623Calculation of new nominal values
1023. 624Effect of redenomination
1024. 625Notice to registrar of redenomination
1025. 626Reduction of capital in connection with redenomination
1026. 627Notice to registrar of reduction of capital in connection with redenomination
1027. 628Redenomination reserve
1028. Chapter 9: Classes of share and class rights
1029. Introductory
1030. 629Classes of shares
1031. Variation of class rights
1032. 630Variation of class rights: companies having a share capital
1033. 631Variation of class rights: companies without a share capital
1034. 632Variation of class rights: saving for court's powers under other provisions
1035. 633Right to object to variation: companies having a share capital
1036. 634Right to object to variation: companies without a share capital
1037. 635Copy of court order to be forwarded to the registrar
1038. Matters to be notified to the registrar
1039. 636Notice of name or other designation of class of shares
1040. 637Notice of particulars of variation of rights attached to shares
1041. 638Notice of new class of members
1042. 639Notice of name or other designation of class of members
1043. 640Notice of particulars of variation of class rights
1044. Chapter 10: Reduction of share capital
1045. Introductory
1046. 641Circumstances in which a company may reduce its share capital
1047. Private companies: reduction of capital supported by solvency statement
1048. 642Reduction of capital supported by solvency statement
1049. 643Solvency statement
1050. 644Registration of resolution and supporting documents
1051. Reduction of capital confirmed by the court
1052. 645Application to court for order of confirmation
1053. 646Creditors entitled to object to reduction
1054. 647Offences in connection with list of creditors
1055. 648Court order confirming reduction
1056. 649Registration of order and statement of capital
1057. Public company reducing capital below authorised minimum
1058. 650Public company reducing capital below authorised minimum
1059. 651Expedited procedure for re-registration as a private company
1060. Effect of reduction of capital
1061. 652Liability of members following reduction of capital
1062. 653Liability to creditor in case of omission from list of creditors
1063. Chapter 11: Miscellaneous and supplementary provisions
1064. 654Treatment of reserve arising from reduction of capital
1065. 655Shares no bar to damages against company
1066. 656Public companies: duty of directors to call meeting on serious loss of capital
1067. 657General power to make further provision by regulations
1068. Part 18: Acquisition by limited company of its own shares
1069. Chapter 1: General provisions
1070. Introductory
1071. 658General rule against limited company acquiring its own shares
1072. 659Exceptions to general rule
1073. Shares held by company's nominee
1074. 660Treatment of shares held by nominee
1075. 661Liability of others where nominee fails to make payment in respect of shares
1076. Shares held by or for public company
1077. 662Duty to cancel shares in public company held by or for the company
1078. 663Notice of cancellation of shares
1079. 664Re-registration as private company in consequence of cancellation
1080. 665Issue of certificate of incorporation on re-registration
1081. 666Effect of failure to re-register
1082. 667Offence in case of failure to cancel shares or re-register
1083. 668Application of provisions to company re-registering as public company
1084. 669Transfer to reserve on acquisition of shares by public company or nominee
1085. Charges of public company on own shares
1086. 670Public companies: general rule against lien or charge on own shares
1087. Supplementary provisions
1088. 671Interests to be disregarded in determining whether company has beneficial interest
1089. 672Residual interest under pension scheme or employees' share scheme
1090. 673Employer's charges and other rights of recovery
1091. 674Rights as personal representative or trustee
1092. 675Meaning of “pension scheme”
1093. 676Application of provisions to directors
1094. Chapter 2: Financial assistance for purchase of own shares
1095. Introductory
1096. 677Meaning of “financial assistance”
1097. Circumstances in which financial assistance prohibited
1098. 678Assistance for acquisition of shares in public company
1099. 679Assistance by public company for acquisition of shares in its private holding company
1100. 680Prohibited financial assistance an offence
1101. Exceptions from prohibition
1102. 681Unconditional exceptions
1103. 682Conditional exceptions
1104. Supplementary
1105. 683Definitions for this Chapter
1106. Chapter 3: Redeemable shares
1107. 684Power of limited company to issue redeemable shares
1108. 685Terms and manner of redemption
1109. 686Payment for redeemable shares
1110. 687Financing of redemption
1111. 688Redeemed shares treated as cancelled
1112. 689Notice to registrar of redemption
1113. Chapter 4: Purchase of own shares
1114. General provisions
1115. 690Power of limited company to purchase own shares
1116. 691Payment for purchase of own shares
1117. 692Financing of purchase of own shares
1118. Authority for purchase of own shares
1119. 693Authority for purchase of own shares
1120. 693AAuthority for off-market purchase for the purposes of or pursuant to an employees' share scheme
1121. Authority for off-market purchase
1122. 694Authority for off-market purchase
1123. 695Resolution authorising off-market purchase: exercise of voting rights
1124. 696Resolution authorising off-market purchase: disclosure of details of contract
1125. 697Variation of contract for off-market purchase
1126. 698Resolution authorising variation: exercise of voting rights
1127. 699Resolution authorising variation: disclosure of details of variation
1128. 700Release of company's rights under contract for off-market purchase
1129. Authority for market purchase
1130. 701Authority for market purchase
1131. Supplementary provisions
1132. 702Copy of contract or memorandum to be available for inspection
1133. 703Enforcement of right to inspect copy or memorandum
1134. 704No assignment of company's right to purchase own shares
1135. 705Payments apart from purchase price to be made out of distributable profits
1136. 706Treatment of shares purchased
1137. 707Return to registrar of purchase of own shares
1138. 708Notice to registrar of cancellation of shares
1139. Chapter 5: Redemption or purchase by private company out of capital
1140. Introductory
1141. 709Power of private limited company to redeem or purchase own shares out of capital
1142. The permissible capital payment
1143. 710The permissible capital payment
1144. 711Available profits
1145. 712Determination of available profits
1146. Requirements for payment out of capital
1147. 713Requirements for payment out of capital
1148. 714Directors' statement and auditor's report
1149. 715Directors' statement: offence if no reasonable grounds for opinion
1150. 716Payment to be approved by special resolution
1151. 717Resolution authorising payment: exercise of voting rights
1152. 718Resolution authorising payment: disclosure of directors' statement and auditor's report
1153. 719Public notice of proposed payment
1154. 720Directors' statement and auditor's report to be available for inspection
1155. Requirements for payment out of capital: employees' share schemes
1156. 720AReduced requirements for payment out of capital for purchase of own shares for the purposes of or pursuant to an employees' share scheme
1157. 720BRegistration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees' share scheme
1158. Objection to payment by members or creditors
1159. 721Application to court to cancel resolution
1160. 722Notice to registrar of court application or order
1161. Supplementary provisions
1162. 723Time when payment out of capital to be made or shares to be surrendered
1163. Chapter 6: Treasury shares
1164. 724Treasury shares
1165. 725Treasury shares: maximum holdings Repealed
1166. 726Treasury shares: exercise of rights
1167. 727Treasury shares: disposal
1168. 728Treasury shares: notice of disposal
1169. 729Treasury shares: cancellation
1170. 730Treasury shares: notice of cancellation
1171. 731Treasury shares: treatment of proceeds of sale
1172. 732Treasury shares: offences
1173. Chapter 7: Supplementary provisions
1174. 733The capital redemption reserve
1175. 734Accounting consequences of payment out of capital
1176. 735Effect of company's failure to redeem or purchase
1177. 736Meaning of “distributable profits”
1178. 737General power to make further provision by regulations
1179. Part 19: Debentures
1180. General provisions
1181. 738Meaning of “debenture”
1182. 739Perpetual debentures
1183. 740Enforcement of contract to subscribe for debentures
1184. 741Registration of allotment of debentures
1185. 742Debentures to bearer (Scotland)
1186. Register of debenture holders
1187. 743Register of debenture holders
1188. 744Register of debenture holders: right to inspect and require copy
1189. 745Register of debenture holders: response to request for inspection or copy
1190. 746Register of debenture holders: refusal of inspection or default in providing copy
1191. 747Register of debenture holders: offences in connection with request for or disclosure of information
1192. 748Time limit for claims arising from entry in register
1193. Supplementary provisions
1194. 749Right of debenture holder to copy of deed
1195. 750Liability of trustees of debentures
1196. 751Liability of trustees of debentures: saving for certain older provisions
1197. 752Power to re-issue redeemed debentures
1198. 753Deposit of debentures to secure advances
1199. 754Priorities where debentures secured by floating charge
1200. Part 20: Private and public companies
1201. Chapter 1: Prohibition of public offers by private companies
1202. 755Prohibition of public offers by private company
1203. 756Meaning of “offer to the public”
1204. 757Enforcement of prohibition: order restraining proposed contravention
1205. 758Enforcement of prohibition: orders available to the court after contravention
1206. 759Enforcement of prohibition: remedial order
1207. 760Validity of allotment etc not affected
1208. Chapter 2: Minimum share capital requirement for public companies
1209. 761Public company: requirement as to minimum share capital
1210. 762Procedure for obtaining certificate
1211. 763The authorised minimum
1212. 764Power to alter authorised minimum
1213. 765Authorised minimum: application of initial requirement
1214. 766Authorised minimum: application where shares denominated in different currencies etc
1215. 767Consequences of doing business etc without a trading certificate
1216. Part 21: Certification and transfer of securities
1217. Chapter 1: Certification and transfer of securities: general
1218. Share certificates
1219. 768Share certificate to be evidence of title
1220. Issue of certificates etc on allotment
1221. 769Duty of company as to issue of certificates etc on allotment
1222. Transfer of securities
1223. 770Registration of transfer
1224. 771Procedure on transfer being lodged
1225. 772Transfer of shares on application of transferor
1226. 773Execution of share transfer by personal representative
1227. 774Evidence of grant of probate etc
1228. 775Certification of instrument of transfer
1229. Issue of certificates etc on transfer
1230. 776Duty of company as to issue of certificates etc on transfer
1231. 777Issue of certificates etc: cases within the Stock Transfer Act 1982
1232. Issue of certificates etc on allotment or transfer to financial institution
1233. 778Issue of certificates etc: allotment or transfer to financial institution
1234. Share warrants
1235. 779Prohibition on issue of new share warrants and effect of existing share warrants
1236. 780Duty of company as to issue of certificates on surrender of share warrant Repealed
1237. 781Offences in connection with share warrants (Scotland)
1238. Supplementary provisions
1239. 782Issue of certificates etc: court order to make good default
1240. Chapter 2: Evidencing and transfer of title to securities without written instrument
1241. Introductory
1242. 783Scope of this Chapter
1243. 784Power to make regulations
1244. Powers exercisable
1245. 785Provision enabling procedures for evidencing and transferring title
1246. 786Provision enabling or requiring arrangements to be adopted
1247. 787Provision enabling or requiring arrangements to be adopted: order-making powers
1248. Supplementary
1249. 788Provision that may be included in regulations
1250. 789Duty to consult
1251. 790Resolutions to be forwarded to registrar
1252. Part 21A: Information about people with significant control
1253. Chapter 1: Introduction
1254. 790AOverview
1255. 790BCompanies to which this Part applies
1256. 790CKey terms
1257. 790CAReferences to “confirmation” etc of information
1258. Chapter 2: Information-gathering
1259. Duty on companies
1260. 790CBDuty to find out about persons with significant control
1261. 790DCompany’s duty to give notices to persons with significant control
1262. 790DAObtaining information from third parties
1263. 790ECompany’s duty to find out about changes in PSC information
1264. 790EACompany’s duty to find out about persons ceasing to be PSCs
1265. 790EBCompany’s duty to notify failure to comply with notices
1266. 790ECCompany’s duty to notify of late compliance with notices
1267. 790EDCompany’s duty to notify that it has given a restrictions notice
1268. 790EECompany’s duty to notify that it has withdrawn a restrictions notice
1269. 790EFCompany’s duty to notify that court has ended restrictions
1270. 790FFailure by company to comply with information duties
1271. Duty on others
1272. 790GDuty to notify company on becoming PSC
1273. 790HDuty to notify company of changes in PSC information
1274. 790HADuty to notify company of ceasing to be a PSC
1275. Compliance
1276. 790IEnforcement of disclosure requirements
1277. Power to impose further duties
1278. 790IAPower to impose further duties involving nominee shareholders
1279. Exemption from information and registration requirements
1280. 790JPower to make exemptions
1281. Required particulars
1282. 790KRequired particulars
1283. 790LRequired particulars: power to amend
1284. Chapter 2A: Duty to notify registrar of persons with significant control and ID verification
1285. Duty to notify registrar of persons with significant control
1286. 790LADuty to notify registrar of confirmed persons with significant control
1287. 790LBOption to provide ID verification information in notice of change
1288. 790LCDuty to notify registrar of unconfirmed persons with significant control
1289. Duty to notify registrar of changes in required particulars
1290. 790LDDuties to notify of changes in required particulars
1291. 790LEDuty to notify of pre-incorporation changes in required particulars
1292. Duty to notify registrar of person ceasing to be person with significant control etc
1293. 790LFDuty to notify registrar when person ceases to have significant control
1294. 790LGNotification of someone not becoming person with significant control on incorporation
1295. 790LHDuty to notify registrar if company has no persons with significant control
1296. 790LIPower to create further duties to notify information
1297. 790LJPersons with significant control: offence of failure to notify
1298. 790LKPower of court to order company to remedy defaults or delay
1299. 790LLInformation as to whether information has been delivered
1300. Identity verification obligations for persons with significant control
1301. 790LMInitial identity verification: registrable persons
1302. 790LNInitial identity verification for registrable persons: transitional cases
1303. 790LOInitial identity verification: registrable relevant legal entities
1304. 790LPInitial identity verification in respect of registrable relevant legal entities: transitional cases
1305. 790LQRegistrable persons: duty to maintain verified identity status
1306. 790LRRegistrable relevant legal entities: duty to maintain registered officer whose identity is verified
1307. 790LSRegistrable relevant legal entities: change of registered relevant officer
1308. 790LTOffence of failing to comply with sections 790LM to 790LR
1309. Chapter 3: Register of people with significant control Repealed
1310. 790MDuty to keep register Repealed
1311. 790NRegister to be kept available for inspection Repealed
1312. 790ORights to inspect and require copies Repealed
1313. 790PPSC register: response to request for inspection or copy Repealed
1314. 790QPSC register: refusal of inspection or default in providing copy Repealed
1315. 790RPSC register: offences in connection with request for or disclosure of information Repealed
1316. 790SInformation as to state of register Repealed
1317. 790TProtected information Repealed
1318. 790URemoval of entries from the register Repealed
1319. 790VPower of court to rectify register Repealed
1320. 790VANotification of changes to the registrar Repealed
1321. Chapter 4: Alternative method of record-keeping
1322. 790WIntroductory Repealed
1323. 790XRight to make an election Repealed
1324. 790YEffective date of election Repealed
1325. 790ZEffect of election on obligations under Chapter 3 Repealed
1326. 790ZADuty to notify registrar of changes Repealed
1327. 790ZBInformation as to state of central register Repealed
1328. 790ZCPower of court to order company to remedy default or delay Repealed
1329. 790ZDWithdrawing the election Repealed
1330. 790ZEPower to extend option to public companies Repealed
1331. Chapter 5: Protection from disclosure
1332. 790ZFProtection of information as to usual residential address
1333. 790ZGPower to make regulations protecting material
1334. 790ZHOffence of failing to comply with regulations under section 790ZG
1335. Part 22: Information about interests in a company's shares
1336. Introductory
1337. 791Companies to which this Part applies
1338. 792Shares to which this Part applies
1339. Notice requiring information about interests in shares
1340. 793Notice by company requiring information about interests in its shares
1341. 794Notice requiring information: order imposing restrictions on shares
1342. 795Notice requiring information: offences
1343. 796Notice requiring information: persons exempted from obligation to comply
1344. Orders imposing restrictions on shares
1345. 797Consequences of order imposing restrictions
1346. 798Penalty for attempted evasion of restrictions
1347. 799Relaxation of restrictions
1348. 800Removal of restrictions
1349. 801Order for sale of shares
1350. 802Application of proceeds of sale under court order
1351. Power of members to require company to act
1352. 803Power of members to require company to act
1353. 804Duty of company to comply with requirement
1354. 805Report to members on outcome of investigation
1355. 806Report to members: offences
1356. 807Right to inspect and request copy of reports
1357. Register of interests disclosed
1358. 808Register of interests disclosed
1359. 809Register to be kept available for inspection
1360. 810Associated index
1361. 811Rights to inspect and require copy of entries
1362. 812Court supervision of purpose for which rights may be exercised
1363. 813Register of interests disclosed: refusal of inspection or default in providing copy
1364. 814Register of interests disclosed: offences in connection with request for or disclosure of information
1365. 815Entries not to be removed from register
1366. 816Removal of entries from register: old entries
1367. 817Removal of entries from register: incorrect entry relating to third party
1368. 818Adjustment of entry relating to share acquisition agreement
1369. 819Duty of company ceasing to be public company
1370. Meaning of interest in shares
1371. 820Interest in shares: general
1372. 821Interest in shares: right to subscribe for shares
1373. 822Interest in shares: family interests
1374. 823Interest in shares: corporate interests
1375. 824Interest in shares: agreement to acquire interests in a particular company
1376. 825Extent of obligation in case of share acquisition agreement
1377. Other supplementary provisions
1378. 826Information protected from wider disclosure
1379. 827Reckoning of periods for fulfilling obligations
1380. 828Power to make further provision by regulations
1381. Part 23: Distributions
1382. Chapter 1: Restrictions on when distributions may be made
1383. Introductory
1384. 829Meaning of “distribution”
1385. General rules
1386. 830Distributions to be made only out of profits available for the purpose
1387. 831Net asset restriction on distributions by public companies
1388. Distributions by investment companies or Solvency 2 insurance companies
1389. 832Distributions by investment companies out of accumulated revenue profits
1390. 833Meaning of “investment company”
1391. 833ADistributions by insurance companies authorised under the Solvency 2 Directive
1392. 834Investment company: condition as to holdings in other companies Repealed
1393. 835Power to extend provisions relating to investment companies Repealed
1394. Chapter 2: Justification of distribution by reference to accounts
1395. Justification of distribution by reference to accounts
1396. 836Justification of distribution by reference to relevant accounts
1397. Requirements applicable in relation to relevant accounts
1398. 837Requirements where last annual accounts used
1399. 838Requirements where interim accounts used
1400. 839Requirements where initial accounts used
1401. Application of provisions to successive distributions etc
1402. 840Successive distributions etc by reference to the same accounts
1403. Chapter 3: Supplementary provisions
1404. Accounting matters
1405. 841Realised losses and profits and revaluation of fixed assets
1406. 842Determination of profit or loss in respect of asset where records incomplete
1407. 843Realised profits and losses of long-term insurance business of certain insurance companies
1408. 844Treatment of development costs
1409. Distributions in kind
1410. 845Distributions in kind: determination of amount
1411. 846Distributions in kind: treatment of unrealised profits
1412. Consequences of unlawful distribution
1413. 847Consequences of unlawful distribution
1414. Other matters
1415. 848Saving for certain older provisions in articles
1416. 849Restriction on application of unrealised profits
1417. 850Treatment of certain older profits or losses
1418. 851Application of rules of law restricting distributions
1419. 852Saving for other restrictions on distributions
1420. 853Minor definitions
1421. Part 24: Annual confirmation of accuracy of information on register
1422. 853ADuty to deliver confirmation statements
1423. 853BDuties to notify a relevant event
1424. 853BADuty to confirm lawful purpose
1425. 853CDuty to notify a change in company's principal business activities
1426. 853CADuty to notify a change in registered office
1427. 853CBDuty to notify a change in registered email address
1428. 853DDuty to deliver statement of capital
1429. 853EDuty to notify trading status of shares
1430. 853FDuty to deliver shareholder information: non-traded companies
1431. 853GDuty to deliver shareholder information: certain traded companies
1432. 853HDuty to deliver information about exemption from Part 21A
1433. 853IDuty to deliver information about people with significant control Repealed
1434. 853JPower to amend duties to deliver certain information
1435. 853KConfirmation statements: power to make further provision by regulations
1436. 853LFailure to deliver confirmation statement
1437. 854Duty to deliver annual returns Repealed
1438. 855Contents of annual return: general Repealed
1439. 855ARequired particulars of directors and secretaries Repealed
1440. 856Contents of annual return: information about shares and share capital Repealed
1441. 856AContents of annual return: information about shareholders: non-traded companies Repealed
1442. 856BContents of annual return: information about shareholders: certain traded companies Repealed
1443. 857Contents of annual return: power to make further provision by regulations Repealed
1444. 858Failure to deliver annual return Repealed
1445. 859Application of provisions to shadow directors Repealed
1446. Part 25: Company charges
1447. Chapter A1: Registration of company charges
1448. Company charges
1449. 859ACharges created by a company
1450. 859BCharge in series of debentures
1451. 859CCharges existing on property or undertaking acquired
1452. 859DParticulars to be delivered to registrar
1453. 859EDate of creation of charge
1454. 859FExtension of period allowed for delivery
1455. 859GPersonal information etc in certified copies
1456. Consequence of non-delivery
1457. 859HConsequence of failure to deliver charges
1458. The register
1459. 859IEntries on the register
1460. 859JCompany holding property or undertaking as trustee
1461. 859KRegistration of enforcement of security
1462. 859LEntries of satisfaction and release
1463. 859MRectification of register
1464. 859NReplacement of instrument or debenture
1465. 859ONotification of addition to or amendment of charge
1466. Companies' records and registers
1467. 859PCompanies to keep copies of instruments creating and amending charges
1468. 859QInstruments creating charges to be available for inspection
1469. Chapter 1: Companies registered in England and Wales or in Northern Ireland
1470. Requirement to register company charges
1471. 860Charges created by a company
1472. 861Charges which have to be registered: supplementary
1473. 862Charges existing on property acquired
1474. Special rules about debentures
1475. 863Charge in series of debentures
1476. 864Additional registration requirement for commission etc in relation to debentures
1477. 865Endorsement of certificate on debentures
1478. Charges in other jurisdictions
1479. 866Charges created in, or over property in, jurisdictions outside the United Kingdom
1480. 867Charges created in, or over property in, another United Kingdom jurisdiction
1481. Orders charging land: Northern Ireland
1482. 868Northern Ireland: registration of certain charges etc. affecting land
1483. The register of charges
1484. 869Register of charges to be kept by registrar
1485. 870The period allowed for registration
1486. 871Registration of enforcement of security
1487. 872Entries of satisfaction and release
1488. 873Rectification of register of charges
1489. Avoidance of certain charges
1490. 874Consequence of failure to register charges created by a company
1491. Companies' records and registers
1492. 875Companies to keep copies of instruments creating charges
1493. 876Company's register of charges
1494. 877Instruments creating charges and register of charges to be available for inspection
1495. Chapter 2: Companies registered in Scotland
1496. Charges requiring registration
1497. 878Charges created by a company
1498. 879Charges which have to be registered: supplementary
1499. 880Duty to register charges existing on property acquired
1500. 881Charge by way of ex facie absolute disposition, etc
1501. Special rules about debentures
1502. 882Charge in series of debentures
1503. 883Additional registration requirement for commission etc in relation to debentures
1504. Charges on property outside the United Kingdom
1505. 884Charges on property outside United Kingdom
1506. The register of charges
1507. 885Register of charges to be kept by registrar
1508. 886The period allowed for registration
1509. 887Entries of satisfaction and relief
1510. 888Rectification of register of charges
1511. Avoidance of certain charges
1512. 889Charges void unless registered
1513. Companies' records and registers
1514. 890Copies of instruments creating charges to be kept by company
1515. 891Company's register of charges
1516. 892Instruments creating charges and register of charges to be available for inspection
1517. Chapter 3: Powers of the Secretary of State
1518. 893Power to make provision for effect of registration in special register
1519. 894General power to make amendments to this Part
1520. Part 26: Arrangements and reconstructions: general
1521. Application of this Part
1522. 895Application of this Part
1523. Meeting of creditors or members
1524. 896Court order for holding of meeting
1525. 897Statement to be circulated or made available
1526. 898Duty of directors and trustees to provide information
1527. Court sanction for compromise or arrangement
1528. 899Court sanction for compromise or arrangement
1529. Special cases
1530. 899AMoratorium debts, etc
1531. Reconstructions and amalgamations
1532. 900Powers of court to facilitate reconstruction or amalgamation
1533. Obligations of company with respect to articles etc
1534. 901Obligations of company with respect to articles etc
1535. Part 26A: Arrangements and reconstructions: companies in financial difficulty
1536. Application of this Part
1537. 901AApplication of this Part
1538. 901BPower to exclude companies providing financial services, etc
1539. Meeting of creditors or members
1540. 901CCourt order for holding of meeting
1541. 901DStatement to be circulated or made available
1542. 901EDuty of directors and trustees to provide information
1543. Court sanction for compromise or arrangement
1544. 901FCourt sanction for compromise or arrangement
1545. 901GSanction for compromise or arrangement where one or more classes dissent
1546. Special cases
1547. 901HMoratorium debts, etc
1548. 901IPension schemes
1549. Reconstructions and amalgamations
1550. 901JPowers of court to facilitate reconstruction or amalgamation
1551. Obligations of company with respect to articles etc
1552. 901KObligations of company with respect to articles etc
1553. Power to amend Act
1554. 901LPower to amend Act
1555. Part 27: Mergers and divisions of public companies
1556. Chapter 1: Introductory
1557. 902Application of this Part
1558. 903Relationship of this Part to Parts 26 and 26A
1559. Chapter 2: Merger
1560. Introductory
1561. 904Mergers and merging companies
1562. Requirements applicable to merger
1563. 905Draft terms of scheme (merger)
1564. 906Publication of draft terms by registrar(merger)
1565. 906APublication of draft terms on company website (merger)
1566. 907Approval of members of merging companies
1567. 908Directors' explanatory report (merger)
1568. 909Expert's report (merger)
1569. 910Supplementary accounting statement (merger)
1570. 911Inspection of documents (merger)
1571. 911APublication of documents on company website (merger)
1572. 911BReport on material changes of assets of merging companies
1573. 912Approval of articles of new transferee company (merger)
1574. 913Protection of holders of securities to which special rights attached (merger)
1575. 914No allotment of shares to transferor company or its nominee (merger)
1576. Exceptions where shares of transferor company held by transferee company
1577. 915Circumstances in which certain particulars and reports not required (merger)
1578. 915AOther circumstances in which reports and inspection not required (merger)
1579. 916Circumstances in which meeting of members of transferee company not required (merger)
1580. 917Circumstances in which no meetings required (merger)
1581. Other exceptions
1582. 917AOther circumstances in which meeting of members of transferor company not required (merger)
1583. 918Other circumstances in which meeting of members of transferee company not required (merger)
1584. 918AAgreement to dispense with reports etc (merger)
1585. Chapter 3: Division
1586. Introductory
1587. 919Divisions and companies involved in a division
1588. Requirements to be complied with in case of division
1589. 920Draft terms of scheme (division)
1590. 921Publication of draft terms by registrar(division)
1591. 921APublication of draft terms on company website (division)
1592. 922Approval of members of companies involved in the division
1593. 923Directors' explanatory report (division)
1594. 924Expert's report (division)
1595. 925Supplementary accounting statement (division)
1596. 926Inspection of documents (division)
1597. 926APublication of documents on company website (division)
1598. 927Report on material changes of assets of transferor company (division)
1599. 928Approval of articles of new transferee company (division)
1600. 929Protection of holders of securities to which special rights attached (division)
1601. 930No allotment of shares to transferor company or its nominee (division)
1602. Exceptions where shares of transferor company held by transferee company
1603. 931Circumstances in which meeting of members of transferor company not required (division)
1604. Other exceptions
1605. 931AOther circumstances in which meeting of members of transferor company not required (division)
1606. 932Circumstances in which meeting of members of transferee company not required (division)
1607. 933Agreement to dispense with reports etc (division)
1608. 933ACertain requirements excluded where shareholders given proportional rights (division)
1609. 934Power of court to exclude certain requirements (division)
1610. Chapter 4: Supplementary provisions
1611. Expert's report and related matters
1612. 935Expert's report: valuation by another person
1613. 936Experts and valuers: independence requirement
1614. 937Experts and valuers: meaning of “associate”
1615. Powers of the court
1616. 938Power of court to summon meeting of members or creditors of existing transferee company
1617. 939Court to fix date for transfer of undertaking etc of transferor company
1618. Liability of transferee companies
1619. 940Liability of transferee companies for each other's defaults
1620. Disruption of websites
1621. 940ADisregard of website failures beyond control of company
1622. Interpretation
1623. 941Meaning of “liabilities” and “property”
1624. Part 28: Takeovers etc
1625. Chapter 1: The Takeover Panel
1626. The Panel and its rules
1627. 942The Panel
1628. 943Rules
1629. 944Further provisions about rules
1630. 945Rulings
1631. 946Directions
1632. Information
1633. 947Power to require documents and information
1634. 948Restrictions on disclosure
1635. 949Offence of disclosure in contravention of section 948
1636. Co-operation
1637. 950Panel's duty of co-operation
1638. Hearings and appeals
1639. 951Hearings and appeals
1640. Contravention of rules etc
1641. 952Sanctions
1642. 953Failure to comply with rules about bid documentation
1643. 954Compensation
1644. 955Enforcement by the court
1645. 956No action for breach of statutory duty etc
1646. Funding
1647. 957Fees and charges
1648. 958Levy
1649. 959Recovery of fees, charges or levy
1650. Miscellaneous and supplementary
1651. 960Panel as party to proceedings
1652. 961Exemption from liability in damages
1653. 962Privilege against self-incrimination
1654. 963Annual reports
1655. 964Amendments to Financial Services and Markets Act 2000
1656. 965Power to extend to Isle of Man and Channel Islands
1657. Chapter 2: Impediments to takeovers
1658. Opting in and opting out
1659. 966Opting in and opting out
1660. 967Further provision about opting-in and opting-out resolutions
1661. Consequences of opting in
1662. 968Effect on contractual restrictions
1663. 969Power of offeror to require general meeting to be called
1664. Supplementary
1665. 970Communication of decisions
1666. 971Interpretation of this Chapter
1667. 972Transitory provision
1668. 973Power to extend to Isle of Man and Channel Islands
1669. Chapter 3: “Squeeze-out” and “Sell-out”
1670. Takeover offers
1671. 974Meaning of “takeover offer”
1672. 975Shares already held by the offeror etc
1673. 976Cases where offer treated as being on same terms
1674. 977Shares to which an offer relates
1675. 978Effect of impossibility etc of communicating or accepting offer
1676. “Squeeze-out”
1677. 979Right of offeror to buy out minority shareholder
1678. 980Further provision about notices given under section 979
1679. 981Effect of notice under section 979
1680. 982Further provision about consideration held on trust under section 981(9)
1681. “Sell-out”
1682. 983Right of minority shareholder to be bought out by offeror
1683. 984Further provision about rights conferred by section 983
1684. 985Effect of requirement under section 983
1685. Supplementary
1686. 986Applications to the court
1687. 987Joint offers
1688. Interpretation
1689. 988Associates
1690. 989Convertible securities
1691. 990Debentures carrying voting rights
1692. 991Interpretation
1693. Chapter 4: Amendments to Part 7 of the Companies Act 1985
1694. 992Matters to be dealt with in directors' report
1695. Part 29: Fraudulent trading
1696. 993Offence of fraudulent trading
1697. Part 30: Protection of members against unfair prejudice
1698. Main provisions
1699. 994Petition by company member
1700. 995Petition by Secretary of State
1701. 996Powers of the court under this Part
1702. Supplementary provisions
1703. 997Application of general rule-making powers
1704. 998Copy of order affecting company's constitution to be delivered to registrar
1705. 999Supplementary provisions where company's constitution altered
1706. Part 31: Dissolution and restoration to the register
1707. Chapter 1: Striking off
1708. Registrar's power to strike off defunct company
1709. 1000Power to strike off company not carrying on business or in operation
1710. 1001Duty to act in case of company being wound up
1711. 1002Supplementary provisions as to service of communication or notice
1712. Registrar’s power to strike off company registered on false basis
1713. 1002APower to strike off company registered on false basis
1714. Voluntary striking off
1715. 1003Striking off on application by company
1716. 1004Circumstances in which application not to be made: activities of company
1717. 1005Circumstances in which application not to be made: other proceedings not concluded
1718. 1006Copy of application to be given to members, employees, etc
1719. 1007Copy of application to be given to new members, employees, etc
1720. 1008Copy of application: provisions as to service of documents
1721. 1009Circumstances in which application to be withdrawn
1722. 1010Withdrawal of application
1723. 1011Meaning of “creditor”
1724. Chapter 2: Property of dissolved company
1725. Property vesting as bona vacantia
1726. 1012Property of dissolved company to be bona vacantia
1727. 1013Crown disclaimer of property vesting as bona vacantia
1728. 1014Effect of Crown disclaimer
1729. Effect of Crown disclaimer: England and Wales and Northern Ireland
1730. 1015General effect of disclaimer
1731. 1016Disclaimer of leaseholds
1732. 1017Power of court to make vesting order
1733. 1018Protection of persons holding under a lease
1734. 1019Land subject to rentcharge
1735. Effect of Crown disclaimer: Scotland
1736. 1020General effect of disclaimer
1737. 1021Power of court to make vesting order
1738. 1022Protection of persons holding under a lease
1739. Supplementary provisions
1740. 1023Liability for rentcharge on company's land after dissolution
1741. Chapter 3: Restoration to the register
1742. Administrative restoration to the register
1743. 1024Application for administrative restoration to the register
1744. 1025Requirements for administrative restoration
1745. 1026Application to be accompanied by statement of compliance
1746. 1027Registrar's decision on application for administrative restoration
1747. 1028Effect of administrative restoration
1748. 1028AAdministrative restoration of company with share warrants
1749. Restoration to the register by the court
1750. 1029Application to court for restoration to the register
1751. 1030When application to the court may be made
1752. 1031Decision on application for restoration by the court
1753. 1032Effect of court order for restoration to the register
1754. 1032ARestoration by court of company with share warrants
1755. Supplementary provisions
1756. 1033Company's name on restoration
1757. 1034Effect of restoration to the register where property has vested as bona vacantia
1758. Part 32: Company investigations: amendments
1759. 1035Powers of Secretary of State to give directions to inspectors
1760. 1036Resignation, removal and replacement of inspectors
1761. 1037Power to obtain information from former inspectors etc
1762. 1038Power to require production of documents
1763. 1039Disqualification orders: consequential amendments Repealed
1764. Part 33: UK companies not formed under companies legislation
1765. Chapter 1: Companies not formed under companies legislation but authorised to register
1766. 1040Companies authorised to register under this Act
1767. 1041Definition of “joint stock company”
1768. 1042Power to make provision by regulations
1769. Chapter 2: Unregistered companies
1770. 1043Unregistered companies
1771. Part 34: Overseas companies
1772. Introductory
1773. 1044Overseas companies
1774. 1045Company contracts and execution of documents by companies
1775. Registration of particulars
1776. 1046Duty to register particulars
1777. 1047Registered name of overseas company
1778. 1048Registration under alternative name
1779. 1048ARegistered addresses of an overseas company
1780. 1048BIdentity verification of directors
1781. Other requirements
1782. 1049Accounts and reports: general
1783. 1050Accounts and reports: credit or financial institutions
1784. 1051Trading disclosures
1785. 1052Company charges
1786. 1053Other returns etc
1787. Supplementary
1788. 1054Offences
1789. 1055Disclosure of individual's residential address: protection from disclosure
1790. 1056Requirement to identify persons authorised to accept service of documents
1791. 1057Registrar to whom returns, notices etc to be delivered
1792. 1058Duty to give notice of ceasing to have registrable presence
1793. 1059Application of provisions in case of relocation of branch
1794. Part 35: The registrar of companies
1795. Chapter
1796. Scheme of this Part
1797. 1059AScheme of this Part
1798. The registrar
1799. 1060The registrar
1800. 1061The registrar's functions
1801. 1062The registrar's official seal
1802. 1062AAnalysis of information for the purposes of crime prevention or detection
1803. 1063Fees payable to registrar
1804. Certificates of incorporation
1805. 1064Public notice of issue of certificate of incorporation
1806. 1065Right to certificate of incorporation
1807. Registered numbers
1808. 1066Company's registered numbers
1809. 1067Registered numbers of UK establishments of overseas company
1810. Who may deliver documents to the registrar
1811. 1067ADelivery of documents: identity verification requirements etc
1812. 1067BDisqualification from delivering documents
1813. Delivery of documents to the registrar
1814. 1068Registrar's requirements as to form, authentication and manner of delivery
1815. 1068ARegistrar’s rules requiring documents to be delivered together
1816. 1069Power to require delivery by electronic means Repealed
1817. 1070Agreement for delivery by electronic means
1818. 1071Document not delivered until received
1819. Requirements for proper delivery
1820. 1072Requirements for proper delivery
1821. 1073Power to accept documents not meeting requirements for proper delivery
1822. 1073APower to reject documents for discrepancies
1823. 1074Documents containing unnecessary material
1824. 1075Informal correction of document Repealed
1825. 1076Replacement of document not meeting requirements for proper delivery
1826. Public notice of receipt of certain documents
1827. 1077Public notice of receipt of certain documents
1828. 1078Enhanced disclosure documents
1829. 1079Effect of failure to give public notice
1830. 1079AProvision of information for publication on European e-Justice portal Repealed
1831. Notice of receipt of documents about new directors
1832. 1079BDuty to notify directors
1833. The register
1834. 1080The register
1835. 1081Annotation of the register
1836. 1081ARegistrar’s objectives to promote integrity of registers etc
1837. 1082Allocation of unique identifiers
1838. 1083Preservation of original documents
1839. 1084Records relating to companies that have been dissolved etc
1840. 1084ARecording of optional information on register
1841. Inspection etc of the register
1842. 1085Inspection of the register
1843. 1086Right to copy of material on the register
1844. 1087Material not available for public inspection
1845. 1087ZARequired particulars available for public inspection for limited period Repealed
1846. 1087AProtection of date of birth information
1847. 1087BProtection of date of birth information in old documents
1848. 1087CDisclosure of date of birth information
1849. 1088Power to make regulations protecting material
1850. 1089Form of application for inspection or copy
1851. 1090Form and manner in which copies to be provided
1852. 1091Certification of copies as accurate
1853. 1092Issue of process for production of records kept by the registrar
1854. Additional information
1855. 1092APower to require information
1856. 1092BOffence relating to provision of information
1857. 1092CPrivilege against self-incrimination
1858. Correction or removal of material on the register
1859. 1093Registrar's notice to resolve inconsistency ...
1860. 1094Removal of material from the register
1861. 1094AFurther provision about removal of material from the register
1862. 1094ABPower of court to make consequential orders following removal
1863. 1095Rectification of register on application to registrar Repealed
1864. 1095ARectification of register to resolve a discrepancy Repealed
1865. 1096Rectification of the register under court order
1866. 1097Powers of court on ordering removal of material from the register
1867. 1097ARectification of register relating to company registered office
1868. 1097BRectification of register: service addresses
1869. 1097CRectification of register: principal office addresses
1870. 1098Public notice of removal of certain material from the register
1871. Authorised corporate service providers
1872. 1098AMeaning of “authorised corporate service provider”
1873. 1098BApplication to become authorised corporate service provider
1874. 1098CThe required information about an applicant
1875. 1098DDelivery of applications under section 1098B on behalf of a firm
1876. 1098EUpdating duties of authorised corporate service providers
1877. 1098FCeasing to be an authorised corporate service provider
1878. 1098GPower to impose duties to provide information
1879. 1098HPower to enable authorisation of foreign corporate service providers
1880. The registrar's index of company names
1881. 1099The registrar's index of company names
1882. 1100Right to inspect index
1883. 1101Power to amend enactments relating to bodies other than companies
1884. Language requirements: translation
1885. 1102Application of language requirements
1886. 1103Documents to be drawn up and delivered in English
1887. 1104Documents relating to Welsh companies
1888. 1105Documents that may be drawn up and delivered in other languages
1889. 1106Voluntary filing of translations
1890. 1107Certified translations
1891. Language requirements: transliteration
1892. 1108Transliteration of names and addresses: permitted characters
1893. 1109Transliteration of names and addresses: voluntary transliteration into Roman characters
1894. 1110Transliteration of names and addresses: certification
1895. Identity verification
1896. 1110AMeaning of “identity is verified”
1897. 1110BVerification requirements
1898. 1110CIdentity verification: exemption on national security grounds etc
1899. Discrepancy reporting
1900. 1110DPower to require businesses to report discrepancies
1901. Disclosure of information
1902. 1110EDisclosure to the registrar
1903. 1110FDisclosure by the registrar
1904. 1110GDisclosure: supplementary
1905. Supplementary provisions
1906. 1111Registrar's requirements as to certification or verification
1907. 1112False statements: basic offence
1908. 1112AFalse statements: aggravated offence
1909. 1112BFalse statements offences: national security etc defence
1910. 1113Enforcement of company's filing obligations
1911. 1114Application of provisions about documents and delivery
1912. 1115Supplementary provisions relating to electronic communications
1913. 1116Alternative to publication in the Gazette
1914. 1117Registrar's rules
1915. 1118Payments into the Consolidated Fund
1916. 1119Contracting out of registrar's functions
1917. 1120Application of this Part to overseas companies Repealed
1918. Part 36: Offences under the Companies Acts and financial penalties
1919. Liability of officer in default
1920. 1121Liability of officer in default
1921. 1122Liability of company as officer in default
1922. 1123Application to bodies other than companies
1923. Offences under the Companies Act 1985
1924. 1124Amendments of the Companies Act 1985
1925. General provisions
1926. 1125Meaning of “daily default fine”
1927. 1126Consents required for certain prosecutions
1928. 1127Summary proceedings: venue
1929. 1128Summary proceedings: time limit for proceedings
1930. 1129Legal professional privilege
1931. 1130Proceedings against unincorporated bodies
1932. 1131Imprisonment on summary conviction in England and Wales: transitory provision
1933. Production and inspection of documents
1934. 1132Production and inspection of documents where offence suspected
1935. Financial penalties
1936. 1132APower to make provision for financial penalties
1937. Supplementary
1938. 1133Transitional provision
1939. Part 37: Companies: supplementary provisions
1940. Company records
1941. 1134Meaning of “company records”
1942. 1135Form of company records
1943. 1136Regulations about where certain company records to be kept available for inspection
1944. 1137Regulations about inspection of records and provision of copies
1945. 1138Duty to take precautions against falsification
1946. Service addresses
1947. 1139Service of documents on company
1948. 1140Service of documents on directors, secretaries and others
1949. 1141Service addresses
1950. 1142Requirement to give service address
1951. Sending or supplying documents or information
1952. 1143The company communications provisions
1953. 1144Sending or supplying documents or information
1954. 1145Right to hard copy version
1955. 1146Requirement of authentication
1956. 1147Deemed delivery of documents and information
1957. 1148Interpretation of company communications provisions
1958. Requirements as to independent valuation
1959. 1149Application of valuation requirements
1960. 1150Valuation by qualified independent person
1961. 1151The independence requirement
1962. 1152Meaning of “associate”
1963. 1153Valuer entitled to full disclosure
1964. Notice of appointment of certain officers
1965. 1154Duty to notify registrar of certain appointments etc
1966. 1155Offence of failure to give notice
1967. Courts and legal proceedings
1968. 1156Meaning of “the court”
1969. 1157Power of court to grant relief in certain cases
1970. Part 38: Companies: interpretation
1971. Meaning of “UK-registered company”
1972. 1158Meaning of “UK-registered company”
1973. Meaning of “subsidiary” and related expressions
1974. 1159Meaning of “subsidiary” etc
1975. 1160Meaning of “subsidiary” etc: power to amend
1976. Meaning of “undertaking” and related expressions
1977. 1161Meaning of “undertaking” and related expressions
1978. 1162Parent and subsidiary undertakings
1979. Other definitions
1980. 1163“Non-cash asset”
1981. 1164Meaning of “banking company” and “banking group”
1982. 1165Meaning of “insurance company” and related expressions
1983. 1166“Employees' share scheme”
1984. 1167Meaning of “prescribed”
1985. 1168Hard copy and electronic form and related expressions
1986. 1169Dormant companies
1987. 1170Meaning of “EEA State” and related expressions
1988. 1170AReceiver or manager and certain related references
1989. 1170BMeaning of “contributory”
1990. 1171The former Companies Acts
1991. General
1992. 1172References to requirements of this Act
1993. 1173Minor definitions: general
1994. 1174Index of defined expressions
1995. Part 39: Companies: minor amendments
1996. 1175Removal of special provisions about accounts and audit of charitable companies Repealed
1997. 1176Power of Secretary of State to bring civil proceedings on company's behalf
1998. 1177Repeal of certain provisions about company directors
1999. 1178Repeal of requirement that certain companies publish periodical statement
2000. 1179Repeal of requirement that Secretary of State prepare annual report
2001. 1180Repeal of certain provisions about company charges
2002. 1181Access to constitutional documents of RTE and RTM companies
2003. Part 40: Company directors: foreign disqualification etc
2004. Introductory
2005. 1182Persons subject to foreign restrictions
2006. 1183Meaning of “the court” and “UK company”
2007. Power to disqualify
2008. 1184Disqualification of persons subject to foreign restrictions
2009. 1185Disqualification regulations: supplementary
2010. 1186Offence of breach of disqualification
2011. Power to make persons liable for company's debts
2012. 1187Personal liability for debts of company
2013. Power to require statements to be sent to the registrar of companies
2014. 1188Statements from persons subject to foreign restrictions
2015. 1189Statements from persons disqualified Repealed
2016. 1190Statements: whether to be made public
2017. 1191Offences
2018. Part 41: Business names
2019. Chapter 1: Restricted or prohibited names
2020. Introductory
2021. 1192Application of this Chapter
2022. Sensitive words or expressions
2023. 1193Name suggesting connection with government or public authority
2024. 1194Other sensitive words or expressions
2025. 1195Requirement to seek comments of government department or other relevant body
2026. 1196Withdrawal of Secretary of State's approval
2027. 1196ANames suggesting connection with foreign governments etc
2028. Misleading names
2029. 1197Name containing inappropriate indication of company type or legal form
2030. 1198Name giving misleading indication of activities
2031. Restrictions where a company has been required to change a name
2032. 1198AName that a company has been required to change
2033. 1198BName that another company has been required to change
2034. Supplementary
2035. 1199Savings for existing lawful business names
2036. 1199AExceptions based on national security etc
2037. Chapter 2: Disclosure required in case of individual or partnership
2038. Introductory
2039. 1200Application of this Chapter
2040. 1201Information required to be disclosed
2041. Disclosure requirements
2042. 1202Disclosure required: business documents etc
2043. 1203Exemption for large partnerships if certain conditions met
2044. 1204Disclosure required: business premises
2045. Consequences of failure to make required disclosure
2046. 1205Criminal consequences of failure to make required disclosure
2047. 1206Civil consequences of failure to make required disclosure
2048. Chapter 3: Supplementary
2049. 1207Application of general provisions about offences
2050. 1208Interpretation
2051. Part 42: Statutory Auditors
2052. Chapter 1: Introductory
2053. 1209Main purposes of Part
2054. 1210Meaning of “statutory auditor” etc
2055. 1211Eligibility for appointment as a statutory auditor: overview
2056. Chapter 2: Individuals and firms
2057. Eligibility for appointment
2058. 1212Individuals and firms: eligibility for appointment as a statutory auditor
2059. 1213Effect of ineligibility
2060. Independence requirement
2061. 1214Independence requirement
2062. 1215Effect of lack of independence
2063. Effect of appointment of a partnership
2064. 1216Effect of appointment of a partnership
2065. Supervisory bodies
2066. 1217Supervisory bodies
2067. 1218Exemption from liability for damages
2068. Professional qualifications
2069. 1219Appropriate qualifications
2070. 1220Qualifying bodies and recognised professional qualifications
2071. 1221Approval of third country qualifications
2072. 1222Eligibility of individuals retaining only 1967 Act authorisation
2073. Information
2074. 1223Matters to be notified to the Secretary of State
2075. 1223ZAMatters to be notified to the competent authority
2076. 1223ANotification of matters relevant to approved third country competent authorities
2077. 1224The Secretary of State's power to call for information
2078. 1224ZAThe competent authority’s power to call for information
2079. 1224ARestrictions on disclosure
2080. 1224BOffence of disclosure in contravention of section 1224A
2081. Enforcement
2082. 1225Enforcement: general
2083. 1225ADirections: general
2084. 1225BDirections: supplementary
2085. 1225CCompliance orders
2086. 1225DFinancial penalties: general
2087. 1225EFinancial penalties: supplementary
2088. 1225FAppeals against financial penalties
2089. 1225GRecovery of financial penalties
2090. Chapter 3: Auditors General
2091. Eligibility for appointment
2092. 1226Auditors General: eligibility for appointment as a statutory auditor
2093. Conduct of audits
2094. 1227Individuals responsible for audit work on behalf of Auditors General
2095. The Independent Supervisor
2096. 1228Appointment of the Independent Supervisor
2097. Supervision of Auditors General
2098. 1229Supervision of Auditors General by the Independent Supervisor
2099. 1230Duties of Auditors General in relation to supervision arrangements
2100. Reporting requirement
2101. 1231Reports by the Independent Supervisor
2102. Information
2103. 1232Matters to be notified to the Independent Supervisor
2104. 1233The Independent Supervisor's power to call for information
2105. Enforcement
2106. 1234Suspension notices
2107. 1235Effect of suspension notices
2108. 1236Compliance orders
2109. Proceedings
2110. 1237Proceedings involving the Independent Supervisor
2111. Grants
2112. 1238Grants to the Independent Supervisor
2113. Chapter 4: The register of auditors etc
2114. 1239The register of auditors
2115. 1240Information to be made available to public
2116. Chapter 4A: Equivalent Third Countries and Transitional Third Countries
2117. 1240APower to approve third countries as equivalent or transitional third countries
2118. Chapter 4B: Approved Third Country Competent Authorities
2119. 1240BPower to approve third country competent authorities
2120. Chapter 5: Registered third country auditors
2121. Introductory
2122. 1241Meaning of “registered third country auditor” and “UK-traded third country company”
2123. Duties
2124. 1242Duties of registered third country auditors
2125. Information
2126. 1243Matters to be notified to the Secretary of State
2127. 1244The Secretary of State's power to call for information
2128. Enforcement
2129. 1245Compliance orders
2130. 1246Removal of third country auditors from the register of auditors
2131. 1247Grants to bodies concerned with arrangements under Schedule 12
2132. Chapter 6: Supplementary and general
2133. Power to require second company audit
2134. 1248Secretary of State's power to require second audit of a company
2135. 1249Supplementary provision about second audits
2136. False and misleading statements
2137. 1250Misleading, false and deceptive statements
2138. Fees
2139. 1251Fees
2140. Duty of Secretary of State to report on inspections
2141. 1251ADuty of the Secretary of State to report on inspections
2142. Delegation of Secretary of State's functions
2143. 1252Delegation of the Secretary of State's functions
2144. 1253Delegation of functions to an existing body
2145. Cooperation with foreign competent authorities
2146. 1253ARequests to foreign competent authorities
2147. 1253BRequests from approved third country competent authorities
2148. 1253CNotification to approved third country competent authorities...
2149. Transfer of papers to third countries
2150. 1253DRestriction on transfer of audit working papers to third countries
2151. 1253DATransfer by Secretary of State
2152. 1253DBTransfer by statutory auditor with approval of Secretary of State
2153. 1253DCTransfer by statutory auditor for purposes of investigation of auditor
2154. 1253DDAgreement of third country competent authority
2155. 1253DETransfer by means of inspection
2156. 1253EWorking arrangements for transfer of papers
2157. 1253FPublication of working arrangements
2158. International obligations
2159. 1254Directions to comply with international obligations
2160. General provision relating to offences
2161. 1255Offences by bodies corporate, partnerships and unincorporated associations
2162. 1256Time limits for prosecution of offences
2163. 1257Jurisdiction and procedure in respect of offences
2164. Notices etc
2165. 1258Service of notices
2166. 1259Documents in electronic form
2167. Interpretation
2168. 1260Meaning of “associate”
2169. 1261Minor definitions
2170. 1262Index of defined expressions
2171. Miscellaneous and general
2172. 1263Power to make provision in consequence of changes affecting accountancy bodies
2173. 1264Consequential amendments
2174. Part 43: Transparency obligations and related matters
2175. Introductory
2176. 1265The transparency obligations directive
2177. Transparency obligations
2178. 1266Transparency rules
2179. 1267Competent authority's power to call for information
2180. 1268Powers exercisable in case of infringement of transparency obligation
2181. Other matters
2182. 1269Corporate governance rules
2183. 1270Liability for false or misleading statements in certain publications
2184. 1271Exercise of powers where UK is host member State
2185. 1272Transparency obligations and related matters: minor and consequential amendments
2186. 1273Corporate governance regulations Repealed
2187. Part 44: Miscellaneous provisions
2188. Regulation of actuaries etc
2189. 1274Grants to bodies concerned with actuarial standards etc
2190. 1275Levy to pay expenses of bodies concerned with actuarial standards etc
2191. 1276Application of provisions to Scotland and Northern Ireland
2192. Information as to exercise of voting rights by institutional investors
2193. 1277Power to require information about exercise of voting rights
2194. 1278Institutions to which information provisions apply
2195. 1279Shares to which information provisions apply
2196. 1280Obligations with respect to provision of information
2197. Disclosure of information under the Enterprise Act 2002
2198. 1281Disclosure of information under the Enterprise Act 2002
2199. Expenses of winding up
2200. 1282Payment of expenses of winding up
2201. Commonhold associations
2202. 1283Amendment of memorandum or articles of commonhold association
2203. Part 45: Northern Ireland
2204. 1284Extension of Companies Acts to Northern Ireland
2205. 1285Extension of GB enactments relating to UK Societas
2206. 1286Extension of GB enactments relating to certain other forms of business organisation
2207. 1287Extension of enactments relating to business names
2208. Part 46: General supplementary provisions
2209. Regulations and orders
2210. 1288Regulations and orders: statutory instrument
2211. 1289Regulations and orders: negative resolution procedure
2212. 1290Regulations and orders: affirmative resolution procedure
2213. 1291Regulations and orders: approval after being made
2214. 1292Regulations and orders: supplementary
2215. “Bank of England”
2216. 1292A“Bank of England”
2217. Meaning of “enactment”
2218. 1293Meaning of “enactment”
2219. Consequential and transitional provisions
2220. 1294Power to make consequential amendments etc
2221. 1295Repeals
2222. 1296Power to make transitional provision and savings
2223. 1297Continuity of the law
2224. Part 47: Final provisions
2225. 1298Short title
2226. 1299Extent
2227. 1300Commencement
2228. Schedule 1: Connected persons: references to an interest in shares or debentures
2229. Introduction
2230. 1Paragraph 1
2231. General provisions
2232. 2Paragraph 2
2233. Rights to acquire shares
2234. 3Paragraph 3
2235. Right to exercise or control exercise of rights
2236. 4Paragraph 4
2237. Bodies corporate
2238. 5Paragraph 5
2239. Trusts
2240. 6Paragraph 6
2241. Schedule 1A: References to people with significant control over a company
2242. Part 1: The specified conditions
2243. Introduction
2244. 1Paragraph 1
2245. Ownership of shares
2246. 2Paragraph 2
2247. Ownership of voting rights
2248. 3Paragraph 3
2249. Ownership of right to appoint or remove directors
2250. 4Paragraph 4
2251. Significant influence or control
2252. 5Paragraph 5
2253. Trusts, partnerships etc
2254. 6Paragraph 6
2255. Part 2: Holding an interest in a company etc
2256. Introduction
2257. 7Paragraph 7
2258. Holding an interest
2259. 8Paragraph 8
2260. Interests held through a legal entity
2261. 9Paragraph 9
2262. Part 3: Supplementary provision
2263. Introduction
2264. 10Paragraph 10
2265. Joint interests
2266. 11Paragraph 11
2267. Joint arrangements
2268. 12Paragraph 12
2269. Calculating shareholdings
2270. 13Paragraph 13
2271. Voting rights
2272. 14Paragraph 14
2273. 15Paragraph 15
2274. Rights to appoint or remove members of the board
2275. 16Paragraph 16
2276. 17Paragraph 17
2277. Shares or rights held “indirectly”
2278. 18Paragraph 18
2279. Shares held by nominees
2280. 19Paragraph 19
2281. Rights treated as held by person who controls their exercise
2282. 20Paragraph 20
2283. 21Paragraph 21
2284. Rights exercisable only in certain circumstances etc
2285. 22Paragraph 22
2286. Rights attached to shares held by way of security
2287. 23Paragraph 23
2288. Significant influence or control
2289. 24Paragraph 24
2290. Limited partnerships
2291. 25Paragraph 25
2292. Part 4: Power to amend thresholds etc
2293. 26Paragraph 26
2294. Schedule 1B: Enforcement of disclosure requirements
2295. Right to issue restrictions notice
2296. 1Paragraph 1
2297. Relevant interests
2298. 2Paragraph 2
2299. Effect of restrictions notice
2300. 3Paragraph 3
2301. Protection of third party rights
2302. 4Paragraph 4
2303. Breach of restrictions
2304. 5Paragraph 5
2305. 6Paragraph 6
2306. 7Paragraph 7
2307. Relaxation of restrictions
2308. 8Paragraph 8
2309. Orders for sale
2310. 9Paragraph 9
2311. 10Paragraph 10
2312. Company's power to withdraw restrictions notice
2313. 11Paragraph 11
2314. Supplementary provision
2315. 12Paragraph 12
2316. Offence of failing to comply with notices
2317. 13Paragraph 13
2318. Offence of failing to provide information
2319. 14Paragraph 14
2320. False statements: basic offence
2321. 14AParagraph 14A
2322. False statements: aggravated offence
2323. 14BParagraph 14B
2324. Schedule 1C: Rules of the Takeover Panel: general principles and other provision
2325. Part 1: General principles
2326. 1Paragraph 1
2327. 2Paragraph 2
2328. 3Paragraph 3
2329. 4Paragraph 4
2330. 5Paragraph 5
2331. 6Paragraph 6
2332. Part 2: Other provision
2333. Protection of minority shareholders, the mandatory takeover bid and the equitable price
2334. 7Paragraph 7
2335. 8Paragraph 8
2336. 9Paragraph 9
2337. 10Paragraph 10
2338. Information concerning takeover bids
2339. 11Paragraph 11
2340. 12Paragraph 12
2341. Time allowed for acceptance
2342. 13Paragraph 13
2343. 14Paragraph 14
2344. Disclosure
2345. 15Paragraph 15
2346. 16Paragraph 16
2347. Obligations of the board of directors of the offeree company
2348. 17Paragraph 17
2349. 18Paragraph 18
2350. Other rules applicable to the conduct of takeover bids
2351. 19Paragraph 19
2352. Interpretation
2353. 20Paragraph 20
2354. 21Paragraph 21
2355. Schedule 2: Specified persons, descriptions of disclosures etc for the purposes of section 948
2356. Part 1: SPECIFIED PERSONS
2357. Chapter: (A) UNITED KINGDOM
2358. 1Paragraph 1
2359. 2Paragraph 2
2360. 3Paragraph 3
2361. 4Paragraph 4
2362. 5Paragraph 5
2363. 6Paragraph 6
2364. 7Paragraph 7
2365. 8Paragraph 8
2366. 9Paragraph 9
2367. 10Paragraph 10
2368. 11Paragraph 11
2369. 12Paragraph 12
2370. Chapter: (B) JERSEY
2371. 1Paragraph 1
2372. 2Paragraph 2
2373. 3Paragraph 3
2374. 4Paragraph 4
2375. 5Paragraph 5
2376. 6Paragraph 6
2377. 7Paragraph 7
2378. 8Paragraph 8
2379. Chapter: (C) GUERNSEY
2380. 1Paragraph 1
2381. 2Paragraph 2
2382. 3Paragraph 3
2383. 4Paragraph 4
2384. 5Paragraph 5
2385. 6Paragraph 6
2386. 7Paragraph 7
2387. Chapter: (D) ISLE OF MAN
2388. 1Paragraph 1
2389. 2Paragraph 2
2390. 3Paragraph 3
2391. 4Paragraph 4
2392. 5Paragraph 5
2393. Part 2: SPECIFIED DESCRIPTIONS OF DISCLOSURES
2394. Chapter: (A) UNITED KINGDOM
2395. 1Paragraph 1
2396. 2Paragraph 2
2397. 3Paragraph 3
2398. 4Paragraph 4
2399. 5Paragraph 5
2400. 6Paragraph 6
2401. 7Paragraph 7
2402. 8Paragraph 8
2403. 9Paragraph 9
2404. 10Paragraph 10
2405. 11Paragraph 11
2406. 12Paragraph 12
2407. 13Paragraph 13
2408. 14Paragraph 14
2409. 15Paragraph 15
2410. 16Paragraph 16
2411. 17Paragraph 17
2412. 18Paragraph 18 Repealed
2413. 19Paragraph 19
2414. 20Paragraph 20
2415. 21Paragraph 21
2416. 22Paragraph 22
2417. 23Paragraph 23
2418. 24Paragraph 24
2419. 25Paragraph 25
2420. 26Paragraph 26 Repealed
2421. 27Paragraph 27
2422. 28Paragraph 28
2423. 29Paragraph 29
2424. 30Paragraph 30
2425. 31Paragraph 31
2426. 32Paragraph 32
2427. 33Paragraph 33
2428. 34Paragraph 34
2429. 35Paragraph 35
2430. 36Paragraph 36
2431. 36AParagraph 36A
2432. 37Paragraph 37
2433. 38Paragraph 38 Repealed
2434. 39Paragraph 39
2435. 40Paragraph 40
2436. 41Paragraph 41
2437. 42Paragraph 42
2438. 43Paragraph 43
2439. 44Paragraph 44
2440. 45Paragraph 45
2441. 46Paragraph 46
2442. 47Paragraph 47
2443. 48Paragraph 48
2444. 49Paragraph 49
2445. 50Paragraph 50
2446. 51Paragraph 51
2447. 52Paragraph 52
2448. 53Paragraph 53
2449. Chapter: (B) JERSEY
2450. 1Paragraph 1
2451. 2Paragraph 2
2452. 3Paragraph 3
2453. 4Paragraph 4
2454. 5Paragraph 5
2455. 6Paragraph 6
2456. 7Paragraph 7
2457. 8Paragraph 8
2458. 9Paragraph 9
2459. 10Paragraph 10
2460. 11Paragraph 11
2461. 12Paragraph 12
2462. 13Paragraph 13
2463. Chapter: (C) GUERNSEY
2464. 1Paragraph 1
2465. 2Paragraph 2
2466. 3Paragraph 3
2467. 4Paragraph 4
2468. 5Paragraph 5
2469. 6Paragraph 6
2470. 7Paragraph 7
2471. 8Paragraph 8
2472. Chapter: (D) ISLE OF MAN
2473. 1Paragraph 1
2474. 2Paragraph 2
2475. 3Paragraph 3
2476. 4Paragraph 4
2477. 5Paragraph 5
2478. 6Paragraph 6
2479. 7Paragraph 7
2480. 8Paragraph 8
2481. 9Paragraph 9
2482. 10Paragraph 10
2483. 11Paragraph 11
2484. 12Paragraph 12
2485. 13Paragraph 13
2486. 14Paragraph 14
2487. 15Paragraph 15
2488. 16Paragraph 16
2489. 17Paragraph 17
2490. Chapter: (E) GENERAL
2491. 1Paragraph 1
2492. 2Paragraph 2
2493. 3Paragraph 3
2494. 4Paragraph 4
2495. 5Paragraph 5 Repealed
2496. Part 3: OVERSEAS REGULATORY BODIES
2497. 1Paragraph 1
2498. 2Paragraph 2
2499. Schedule 3: Amendments of remaining provisions of the Companies Act 1985 relating to offences
2500. Failure to give information about interests in shares etc
2501. 1Paragraph 1
2502. Obstruction of rights conferred by a warrant or failure to comply with requirement under section 448
2503. 2Paragraph 2
2504. Wrongful disclosure of information to which section 449 applies
2505. 3Paragraph 3
2506. Destruction, mutilation etc of company documents
2507. 4Paragraph 4
2508. Provision of false information in purported compliance with section 447
2509. 5Paragraph 5
2510. Obstruction of inspector, etc exercising power to enter and remain on premises
2511. 6Paragraph 6
2512. Attempted evasion of restrictions under Part 15
2513. 7Paragraph 7
2514. Schedule 4: Documents and information sent or supplied to a company
2515. Part 1: Introduction
2516. Application of Schedule
2517. 1Paragraph 1
2518. Part 2: Communications in hard copy form
2519. Introduction
2520. 2Paragraph 2
2521. Method of communication in hard copy form
2522. 3Paragraph 3
2523. Address for communications in hard copy form
2524. 4Paragraph 4
2525. Part 2A: Communications in electronic form from the registrar or the Secretary of State
2526. 4AParagraph 4A
2527. Part 3: Communications in electronic form in other cases
2528. Introduction
2529. 5Paragraph 5
2530. Conditions for use of communications in electronic form
2531. 6Paragraph 6
2532. Address for communications in electronic form
2533. 7Paragraph 7
2534. Part 4: Other agreed forms of communication
2535. 8Paragraph 8
2536. Schedule 5: Communications by a company
2537. Part 1: Introduction
2538. Application of this Schedule
2539. 1Paragraph 1
2540. Part 2: Communications in hard copy form
2541. Introduction
2542. 2Paragraph 2
2543. Method of communication in hard copy form
2544. 3Paragraph 3
2545. Address for communications in hard copy form
2546. 4Paragraph 4
2547. Part 3: Communications in electronic form
2548. Introduction
2549. 5Paragraph 5
2550. Agreement to communications in electronic form
2551. 6Paragraph 6
2552. Address for communications in electronic form
2553. 7Paragraph 7
2554. Part 4: Communications by means of a website
2555. Use of website
2556. 8Paragraph 8
2557. Agreement to use of website
2558. 9Paragraph 9
2559. Deemed agreement of members of company etc to use of website
2560. 10Paragraph 10
2561. Deemed agreement of debenture holders to use of website
2562. 11Paragraph 11
2563. Availability of document or information
2564. 12Paragraph 12
2565. Notification of availability
2566. 13Paragraph 13
2567. Period of availability on website
2568. 14Paragraph 14
2569. Part 5: Other agreed forms of communication
2570. 15Paragraph 15
2571. Part 6: Supplementary provisions
2572. Joint holders of shares or debentures
2573. 16Paragraph 16
2574. Death or bankruptcy of holder of shares
2575. 17Paragraph 17
2576. Schedule 6: Meaning of “subsidiary” etc: supplementary provisions
2577. Introduction
2578. 1Paragraph 1
2579. Voting rights in a company
2580. 2Paragraph 2
2581. Right to appoint or remove a majority of the directors
2582. 3Paragraph 3
2583. Rights exercisable only in certain circumstances or temporarily incapable of exercise
2584. 4Paragraph 4
2585. Rights held by one person on behalf of another
2586. 5Paragraph 5
2587. 6Paragraph 6
2588. Rights attached to shares held by way of security
2589. 7Paragraph 7
2590. Rights attributed to holding company
2591. 8Paragraph 8
2592. Disregard of certain rights
2593. 9Paragraph 9
2594. Supplementary
2595. 10Paragraph 10
2596. Schedule 7: Parent and subsidiary undertakings: supplementary provisions
2597. Introduction
2598. 1Paragraph 1
2599. Voting rights in an undertaking
2600. 2Paragraph 2
2601. Right to appoint or remove a majority of the directors
2602. 3Paragraph 3
2603. Right to exercise dominant influence
2604. 4Paragraph 4
2605. Rights exercisable only in certain circumstances or temporarily incapable of exercise
2606. 5Paragraph 5
2607. Rights held by one person on behalf of another
2608. 6Paragraph 6
2609. 7Paragraph 7
2610. Rights attached to shares held by way of security
2611. 8Paragraph 8
2612. Rights attributed to parent undertaking
2613. 9Paragraph 9
2614. Disregard of certain rights
2615. 10Paragraph 10
2616. Supplementary
2617. 11Paragraph 11
2618. Schedule 8Index of defined expressions
2619. Schedule 9: Removal of special provisions about accounts and audit of charitable companies Repealed
2620. Part 1: The Companies Act 1985 (c. 6) Repealed
2621. 1Paragraph 1 Repealed
2622. 2Paragraph 2 Repealed
2623. 3Paragraph 3 Repealed
2624. 4Paragraph 4 Repealed
2625. 5Paragraph 5 Repealed
2626. 6Paragraph 6 Repealed
2627. 7Paragraph 7 Repealed
2628. 8Paragraph 8 Repealed
2629. Part 2: The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6) Not yet in force
2630. 9Paragraph 9 Not yet in force
2631. 10Paragraph 10 Not yet in force
2632. 11Paragraph 11 Not yet in force
2633. 12Paragraph 12 Not yet in force
2634. 13Paragraph 13 Not yet in force
2635. 14Paragraph 14 Not yet in force
2636. 15Paragraph 15 Not yet in force
2637. 16Paragraph 16 Not yet in force
2638. Schedule 10: Recognised supervisory bodies
2639. Part 1: Grant and revocation of recognition of a supervisory body
2640. Application for recognition of supervisory body
2641. 1Paragraph 1
2642. Grant and refusal of recognition
2643. 2Paragraph 2
2644. Revocation of recognition
2645. 3Paragraph 3
2646. Transitional provision
2647. 4Paragraph 4
2648. Orders not statutory instruments
2649. 5Paragraph 5
2650. Part 2: Requirements for recognition of a supervisory body
2651. Delegation etc. of tasks by competent authority
2652. 5AParagraph 5A
2653. Consultation
2654. 5BParagraph 5B
2655. Holding of appropriate qualification
2656. 6Paragraph 6
2657. 7Paragraph 7
2658. 7AParagraph 7A
2659. Auditors to be fit and proper persons
2660. 8Paragraph 8
2661. Professional integrity and independence
2662. 9Paragraph 9
2663. Technical standards
2664. 10Paragraph 10
2665. Technical standards for group audits
2666. 10AParagraph 10A
2667. Public interest entity reporting requirements
2668. 10BParagraph 10B Repealed
2669. Public interest entity independence requirements
2670. 10CParagraph 10C
2671. Procedures for maintaining competence
2672. 11Paragraph 11
2673. Monitoring and enforcement
2674. 12Paragraph 12
2675. Monitoring of audits
2676. 13Paragraph 13
2677. Membership, eligibility and enforcement
2678. 14Paragraph 14
2679. Investigation of complaints
2680. 15Paragraph 15
2681. Independent investigation for enforcement purposes
2682. 16Paragraph 16
2683. Transfer of papers to third countries
2684. 16AParagraph 16A
2685. Transfer to approved third country competent authority
2686. 16AAParagraph 16AA
2687. Transfer for purposes of investigation of auditor
2688. 16ABParagraph 16AB
2689. Meeting of claims arising out of audit work
2690. 17Paragraph 17
2691. Register of auditors and other information to be made available
2692. 18Paragraph 18
2693. Taking account of costs of compliance
2694. 19Paragraph 19
2695. Promotion and maintenance of standards
2696. 20Paragraph 20
2697. Supplementary: funding of arrangements
2698. 20ZAParagraph 20ZA
2699. Interpretation
2700. 20AParagraph 20A
2701. Part 3: Arrangements in which recognised supervisory bodies are required to participate Repealed
2702. Arrangements for setting standards relating to professional integrity and independence Repealed
2703. 21Paragraph 21 Repealed
2704. Arrangements for setting technical standards Repealed
2705. 22Paragraph 22 Repealed
2706. Arrangements for setting standards relating to public interest entity reporting requirements Repealed
2707. 22AParagraph 22A Repealed
2708. Arrangements for setting standards relating to public interest entity independence requirements Repealed
2709. 22BParagraph 22B Repealed
2710. Arrangements for independent monitoring of audits of listed companies and other major bodies Repealed
2711. 23Paragraph 23 Repealed
2712. Arrangements for independent monitoring of third country audits Repealed
2713. 23AParagraph 23A Repealed
2714. Arrangements for independent investigation for disciplinary purposes of public interest cases Repealed
2715. 24Paragraph 24 Repealed
2716. Supplementary: arrangements to operate independently of body Repealed
2717. 25Paragraph 25 Repealed
2718. Supplementary: funding of arrangements Repealed
2719. 26Paragraph 26 Repealed
2720. Supplementary: scope of arrangement Repealed
2721. 27Paragraph 27 Repealed
2722. Schedule 11: Recognised professional qualifications
2723. Part 1: Grant and revocation of recognition of a professional qualification
2724. Application for recognition of professional qualification
2725. 1Paragraph 1
2726. Grant and refusal of recognition
2727. 2Paragraph 2
2728. Revocation of recognition
2729. 3Paragraph 3
2730. Transitional provision
2731. 4Paragraph 4
2732. Orders not statutory instruments
2733. 5Paragraph 5
2734. Part 2: Requirements for recognition of a professional qualification
2735. Entry requirements
2736. 6Paragraph 6
2737. Requirement for theoretical instruction or professional experience
2738. 7Paragraph 7
2739. Examination
2740. 8Paragraph 8
2741. Practical training
2742. 9Paragraph 9
2743. Supplementary provision with respect to a sufficient period of professional experience
2744. 10Paragraph 10
2745. The body offering the qualification
2746. 11Paragraph 11
2747. Schedule 11A: Specified persons, descriptions, disclosures etc for the purposes of section 1224A
2748. Part 1: Specified persons
2749. 1Paragraph 1
2750. 2Paragraph 2
2751. 3Paragraph 3
2752. 4Paragraph 4
2753. 5Paragraph 5
2754. 5AParagraph 5A
2755. 6Paragraph 6
2756. 7Paragraph 7
2757. 8Paragraph 8
2758. 9Paragraph 9
2759. 10Paragraph 10
2760. 11Paragraph 11
2761. 12Paragraph 12
2762. 13Paragraph 13
2763. 14Paragraph 14
2764. 15Paragraph 15
2765. 16Paragraph 16
2766. 17Paragraph 17
2767. 17AParagraph 17A
2768. 17BParagraph 17B
2769. 17CParagraph 17C
2770. 17DParagraph 17D
2771. Part 2: Specified descriptions of disclosures
2772. 18Paragraph 18
2773. 19Paragraph 19
2774. 20Paragraph 20
2775. 21Paragraph 21
2776. 22Paragraph 22
2777. 23Paragraph 23
2778. 24Paragraph 24
2779. 25Paragraph 25
2780. 26Paragraph 26
2781. 27Paragraph 27
2782. 28Paragraph 28
2783. 29Paragraph 29
2784. 30Paragraph 30
2785. 31Paragraph 31
2786. 32Paragraph 32
2787. 33Paragraph 33
2788. 34Paragraph 34
2789. 35Paragraph 35
2790. 36Paragraph 36
2791. 37Paragraph 37
2792. 38Paragraph 38
2793. 39Paragraph 39
2794. 40Paragraph 40 Repealed
2795. 41Paragraph 41
2796. 42Paragraph 42
2797. 43Paragraph 43
2798. 44Paragraph 44
2799. 45Paragraph 45
2800. 46Paragraph 46
2801. 47Paragraph 47
2802. 48Paragraph 48
2803. 49Paragraph 49
2804. 50Paragraph 50
2805. 51Paragraph 51
2806. 51AParagraph 51A
2807. 52Paragraph 52
2808. 53Paragraph 53 Repealed
2809. 54Paragraph 54
2810. 55Paragraph 55
2811. 56Paragraph 56
2812. 57Paragraph 57
2813. 58Paragraph 58
2814. 59Paragraph 59
2815. 60Paragraph 60
2816. 61Paragraph 61
2817. 62Paragraph 62
2818. 63Paragraph 63
2819. 64Paragraph 64 Repealed
2820. 65Paragraph 65
2821. 66Paragraph 66
2822. 67Paragraph 67
2823. 68Paragraph 68
2824. 69Paragraph 69
2825. 70Paragraph 70
2826. 71Paragraph 71
2827. 72Paragraph 72
2828. 73Paragraph 73
2829. 74Paragraph 74
2830. 75Paragraph 75
2831. 76Paragraph 76
2832. 77Paragraph 77
2833. 78Paragraph 78
2834. Part 3: Overseas regulatory bodies
2835. 79Paragraph 79
2836. 80Paragraph 80
2837. Schedule 12: Arrangements in which registered third country auditors are required to participate
2838. Arrangements for independent monitoring of audits of UK-traded third country companies
2839. 1Paragraph 1
2840. Arrangements for independent investigations for disciplinary purposes
2841. 2Paragraph 2
2842. Supplementary: arrangements to operate independently of third country auditor
2843. 3Paragraph 3
2844. Supplementary: funding of arrangements
2845. 4Paragraph 4
2846. Supplementary: scope of arrangements
2847. 5Paragraph 5
2848. Specification of particular arrangements by the Secretary of State
2849. 6Paragraph 6
2850. Schedule 13: Supplementary provisions with respect to delegation order
2851. Operation of this Schedule
2852. 1Paragraph 1
2853. Status
2854. 2Paragraph 2
2855. Name, members and chairman
2856. 3Paragraph 3
2857. Financial provisions
2858. 4Paragraph 4
2859. Proceedings
2860. 5Paragraph 5
2861. Fees
2862. 6Paragraph 6
2863. Legislative functions
2864. 7Paragraph 7
2865. 8Paragraph 8
2866. 9Paragraph 9
2867. Report and accounts
2868. 10Paragraph 10
2869. Other supplementary provisions
2870. 11Paragraph 11
2871. 12Paragraph 12
2872. 13Paragraph 13
2873. Schedule 14: Statutory auditors: consequential amendments
2874. Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)
2875. 1Paragraph 1
2876. Schedule 15: Transparency obligations and related matters: minor and consequential amendments
2877. Part 1: Amendments of the Financial Services and Markets Act 2000
2878. 1Paragraph 1
2879. 2Paragraph 2 Repealed
2880. 3Paragraph 3
2881. 4Paragraph 4
2882. 5Paragraph 5
2883. 6Paragraph 6
2884. 7Paragraph 7
2885. 8Paragraph 8
2886. 9Paragraph 9 Repealed
2887. 10Paragraph 10
2888. 11Paragraph 11
2889. 12Paragraph 12
2890. Part 2: Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004
2891. 13Paragraph 13
2892. 14Paragraph 14
2893. 15Paragraph 15
2894. Schedule 16Repeals