Companies Act 2006
2006 c. 46 · Enacted 8 November 2006 · Extends to United Kingdom
C1C2C3 C4C5C6C7C8C9C10C11C12C13C14C15C16C17C18An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.
[8th November 2006]
Be it enacted by the Queen's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—C19C20C21C22C23C24C25C26C27C28C29C30C31C32C33C34C35C36C37
Annotations to the whole text
Modifications
- C1
Act: Pts. 1-39 and 45-39 modified (6.4.2007) by The Companies Acts (Unregistered Companies) Regulations 2007 (S.I. 2007/318), regs. 4, 5 (with reg. 6)
- C2
Act applied (15.12.2007 with application as mentioned in rule 3 of the amending S.I.) by The PPP Administration Order Rules 2007 (S.I. 2007/3141), rule 32(5)
- C3
Act applied in part (with modifications) (6.4.2008) by The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), regs. 3(1)(4), 19(1) (as amended (1.10.2013) by S.I. 2013/2224, regs. 1(2), 4)
- C4
Act modified (6.4.2008) by The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), reg. 11(1) (as amended (1.10.2013) by S.I. 2013/2224, regs. 1(2), 10 and (1.1.2018) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), 11 (with reg. 2(6)(7)))
- C5
Act modified (6.4.2008) by The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), reg. 12(5)
- C6
Act applied in part (6.4.2008) by The Companies (Summary Financial Statement) Regulations 2008 (S.I. 2008/374), regs. 1(2), 8(1)
- C7
Act applied (with modifications) (6.4.2008) by S.R. 1989/216, reg. 18, Sch. 4 (as amended by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 paras. 173, 174 (with arts. 6, 11, 12))
- C8
Act modified (S.) (21.2.2009) by The Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009 (S.I. 2009/317), art. 3, Sch.
- C9
Act modified (12.3.2009) by Dormant Bank and Building Society Accounts Act 2008 (c. 31), ss. 13, 31(1)(2); S.I. 2009/490, art. 2 (with art. 3)
- C10
Act modified (1.10.2009) by The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (S.I. 2008/2860), art. 5, Sch. 2 (with arts. 7, 8) (as amended by S.I. 2009/1802, art. 18; and as amended (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 6)
- C11
Act: (Pts. 1-39, 45-47 as defined by s. 2) extended (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 12(1), Sch. 3 para. 2 (with art. 10)
- C12
Pts. 1-39 and 45-47 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 21 (with transitional provisions and savings in regs. 7, 9, Sch. 2)
- C13
Pts. 1-39, 45-47 applied (with modifications) (1.10.2009) by The Companies (Companies Authorised to Register) Regulations 2009 (S.I. 2009/2437), regs. 18-23 (with transitional provisions and savings in reg. 24)
- C14
Act applied (1.11.2009) by The Water Industry (Special Administration) Rules 2009 (S.I. 2009/2477), rule 58(2)(b) (with rules 3(2), 4)
- C15
Act excluded (1.4.2010) by Housing and Regeneration Act 2008 (c. 17), ss. 167(5)(c), 325; S.I. 2010/862, art. 2, (with Sch.)
- C16
Act: power to modify conferred (E.W.) (1.10.2010 for certain purposes otherwise prosp.) by Water Act 1991(c. 56), s. 23(2E)-(2G) (as inserted by 2010 c. 29, ss. 34, 49(3)(a), Sch. 5 para. 3 (with s. 49(1)(6)); S.I. 2010/2169, art. 4, Sch. (with art. 5))
- C17
Act applied in part (with modifications) (8.2.2011) by The Investment Bank Special Administration Regulations 2011 (S.I. 2011/245), reg. 27, Sch. 6 Pt. 1
- C18
Act excluded (1.4.2012) by Housing (Scotland) Act 2010 (asp 17), ss. 106(7)(c), 166(2); S.S.I. 2012/39, art. 2, Sch. 1 (with Sch. 2)
- C19
Act applied in part (with application in accordance with reg. 1(2) of the amending S.I.) by The Companies (Receipt of Accounts and Reports) Regulations 2013 (S.I. 2013/1973), reg. 9(1)
- C20
Act applied (with modifications) (10.1.2015) by The Bank Recovery and Resolution (No. 2) Order 2014 (S.I. 2014/3348), art. 220(4), Sch. 4 (as amended (28.12.2020) by The Bank Recovery and Resolution (Amendment) (EU Exit) Regulations 2020 (S.I. 2020/1350), regs. 1(2), 60; (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 5)
- C21
Act excluded (10.1.2015) by The Bank Recovery and Resolution (No. 2) Order 2014 (S.I. 2014/3348), art. 217
- C22
Act excluded (10.1.2015) by The Bank Recovery and Resolution (No. 2) Order 2014 (S.I. 2014/3348), art. 220(3)
- C23
Act excluded (12.7.2016) by Energy Act 2016 (c. 20), ss. 1(3), 84(3); S.I. 2016/602, reg. 3(a) (as substituted by S.I. 2016/710, reg. 2)
- C24
Act applied (with modifications) by S.I. 2014/3348, art. 220A (as inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 41(16); and as amended (1.12.2025) by The Financial Services and Markets Act 2023 (Consequential Amendments) Regulations 2024 (S.I. 2024/1115), regs. 2(3), 4(3))
- C25
Act applied (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), reg. 77(2)
- C26
Act excluded in part by 2005 c. 5, s. 271B(2) (as inserted (with effect in accordance with Sch. 2 para. 64 of the amending Act) by Finance (No. 2) Act 2017 (c. 32), Sch. 2 para. 13)
- C27
Act excluded (8.12.2017) by The Risk Transformation Regulations 2017 (S.I. 2017/1212), regs. 1(2), 12(8) (with reg. 189)
- C28
Act applied in part (with modifications) (8.7.2021) by The Payment and Electronic Money Institution Insolvency Regulations 2021 (S.I. 2021/716), reg. 2, Sch. 3 paras. 2, 3 (with reg. 5) (as amended (4.1.2024) by S.I. 2023/1399, regs. 1(2), 4)
- C29
Act: power to apply (with modifications) conferred (29.8.2023) by Financial Services and Markets Act 2023 (c. 29), s. 86(3), Sch. 11 para. 165; S.I. 2023/779, reg. 4(ddd)(xiv)
- C30
Act: power to modify conferred (29.8.2023) by Financial Services and Markets Act 2023 (c. 29), ss. 13, 17, 86(3); S.I. 2023/779, reg. 4(h)(l)
- C31
Act: power to amend or repeal conferred (29.8.2023) by Financial Services and Markets Act 2023 (c. 29), ss. 15, 17, 86(3); S.I. 2023/779, reg. 4(j)(l)
- C32
Act: power to amend or repeal conferred (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by 1907 c. 24, s. 7A (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 149, 219(1)(2)(b))
- C33
Act applied (with modifications) (temp.) (8.1.2024) by The Financial Services and Markets Act 2023 (Digital Securities Sandbox) Regulations 2023 (S.I. 2023/1398), regs. 1(2), 6, Sch. Pt. 4 (with reg. 13)
- C34
Act: power to modify conferred (1.10.2010 for specified purposes, 12.1.2024 in so far as not already in force) by 1991 c. 56, s. 23(2E)-(2G) (as inserted by Flood and Water Management Act 2010 (c. 29), s. 49(3), Sch. 5 para. 3 (with s. 49(1)(6)); S.I. 2010/2169, art. 4, Sch.; S.I. 2024/35, art. 2(b))
- C35
Act applied in part (with modifications) (6.4.2008) by S.I. 1989/638, reg. 18, Sch. 4 (as amended by: The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 paras. 163, 164 (with arts. 6, 11, 12); (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 19, 23 (with reg. 2); and (21.3.2024) by The Economic Crime and Corporate Transparency Act 2023 (Consequential, Supplementary and Incidental Provisions) Regulations 2024 (S.I. 2024/410), reg. 1(2), Sch. 2 para. 1)
- C36
Act excluded in part (15.5.2025) by Great British Energy Act 2025 (c. 16), ss. 1(7), 10(2) (with s. 2)
- C37
Act applied (with modifications) (temp.) (5.6.2025) by The Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025 (S.I. 2025/583), regs. 1(2), 12, Sch. 1 para. 2 (with reg. 20)
Contents
- Part 1: General introductory provisions
- Companies and Companies Acts
- 1Companies
- 2The Companies Acts
- Types of company
- 3Limited and unlimited companies
- 4Private and public companies
- 5Companies limited by guarantee and having share capital
- 6Community interest companies
- Part 2: Company formation
- General
- 7Method of forming company
- 8Memorandum of association
- Requirements for registration
- 9Registration documents
- 9ARequired information about the subscribers
- 10Statement of capital and initial shareholdings
- 11Statement of guarantee
- 12Statement of proposed officers
- 12AStatement of initial significant control
- 12BOption to provide ID verification information about PSCs
- 13Statement of compliance
- Registration and its effect
- 14Registration
- 15Issue of certificate of incorporation
- 16Effect of registration
- Part 3: A company's constitution
- Chapter 1: Introductory
- 17A company's constitution
- Chapter 2: Articles of association
- General
- 18Articles of association
- 19Power of Secretary of State to prescribe model articles
- 20Default application of model articles
- Alteration of articles
- 21Amendment of articles
- 22Entrenched provisions of the articles
- 23Notice to registrar of existence of restriction on amendment of articles
- 24Statement of compliance where amendment of articles restricted
- 25Effect of alteration of articles on company's members
- 26Registrar to be sent copy of amended articles
- 27Registrar's notice to comply in case of failure with respect to amended articles
- Supplementary
- 28Existing companies: provisions of memorandum treated as provisions of articles
- Chapter 3: Resolutions and agreements affecting a company's constitution
- 29Resolutions and agreements affecting a company's constitution
- 30Copies of resolutions or agreements to be forwarded to registrar
- Chapter 4: Miscellaneous and supplementary provisions
- Statement of company's objects
- 31Statement of company's objects
- Other provisions with respect to a company's constitution
- 32Constitutional documents to be provided to members
- 33Effect of company's constitution
- 34Notice to registrar where company's constitution altered by enactment
- 35Notice to registrar where company's constitution altered by order
- 36Documents to be incorporated in or accompany copies of articles issued by company
- Supplementary provisions
- 37Right to participate in profits otherwise than as member void
- 38Application to single member companies of enactments and rules of law
- Part 4: A company's capacity and related matters
- Capacity of company and power of directors to bind it
- 39A company's capacity
- 40Power of directors to bind the company
- 41Constitutional limitations: transactions involving directors or their associates
- 42Constitutional limitations: companies that are charities
- Formalities of doing business under the law of England and Wales or Northern Ireland
- 43Company contracts
- 44Execution of documents
- 45Common seal
- 46Execution of deeds
- 47Execution of deeds or other documents by attorney
- Formalities of doing business under the law of Scotland
- 48Execution of documents by companies
- Other matters
- 49Official seal for use abroad
- 50Official seal for share certificates etc
- 51Pre-incorporation contracts, deeds and obligations
- 52Bills of exchange and promissory notes
- Part 5: A company's name
- Chapter 1: General requirements
- Prohibited names
- 53Prohibited names
- 53ANames for criminal purposes
- Sensitive words and expressions
- 54Names suggesting connection with government or public authority
- 55Other sensitive words or expressions
- 56Duty to seek comments of government department or other specified body
- 56ANames suggesting connection with foreign governments etc
- Permitted characters etc
- 57Permitted characters etc
- Computer code
- 57ANames containing computer code
- Prohibitions where a company has been required to change a name
- 57BProhibition on re-registering name following direction
- 57CName that another company has been directed to change
- Chapter 2: Indications of company type or legal form
- Required indications for limited companies
- 58Public limited companies
- 59Private limited companies
- 60Exemption from requirement as to use of “limited”
- 61Continuation of existing exemption: companies limited by shares
- 62Continuation of existing exemption: companies limited by guarantee
- 63Exempt company: restriction on amendment of articles
- 64Power to direct change of name in case of company ceasing to be entitled to exemption
- Inappropriate use of indications of company type or legal form
- 65Inappropriate use of indications of company type or legal form
- Chapter 3: Similarity to other names
- Similarity to other name on registrar's index
- 66Name not to be the same as another in the index
- 67Power to direct change of name in case of similarity to existing name
- 68Direction to change name: supplementary provisions
- Similarity to other name in which person has goodwill
- 69Objection to company's registered name
- 70Company names adjudicators
- 71Procedural rules
- 72Decision of adjudicator to be made available to public
- 73Order requiring name to be changed
- 74Appeal from adjudicator's decision
- Chapter 4: Other powers of the Secretary of State and the registrar
- Provision of misleading information
- 75Provision of misleading information etc
- Misleading indication of activities and names used for criminal purposes
- 76Misleading indication of activities
- 76APower to direct change of name used for criminal purposes
- Direction to change name wrongly registered
- 76BDirection to change name wrongly registered
- Registrar’s powers to change names
- 76CRegistrar’s power to change name containing computer code
- 76DRegistrar’s power to change name for failure to comply with direction
- Chapter 4A: Exceptions
- 76EExceptions based on national security etc
- Chapter 5: Change of name
- 77Change of name
- 78Change of name by special resolution
- 79Change of name by means provided for in company's articles
- 80Change of name: registration and issue of new certificate of incorporation
- 81Change of name: effect
- Chapter 6: Trading disclosures
- 82Requirement to disclose company name etc
- 83Civil consequences of failure to make required disclosure
- 84Criminal consequences of failure to make required disclosures
- 85Minor variations in form of name to be left out of account
- Part 6: A company's registered office and email address
- General
- 86Duty to ensure registered office at appropriate address
- 87Change of address of registered office
- Welsh companies
- 88Welsh companies
- Registered email address
- 88ADuty to maintain a registered email address
- 88BChange of registered email address
- Part 7: Re-registration as a means of altering a company's status
- Introductory
- 89Alteration of status by re-registration
- Private company becoming public
- 90Re-registration of private company as public
- 91Requirements as to share capital
- 92Requirements as to net assets
- 93Recent allotment of shares for non-cash consideration
- 94Application and accompanying documents
- 95Statement of proposed secretary
- 96Issue of certificate of incorporation on re-registration
- Public company becoming private
- 97Re-registration of public company as private limited company
- 98Application to court to cancel resolution
- 99Notice to registrar of court application or order
- 100Application and accompanying documents
- 101Issue of certificate of incorporation on re-registration
- Private limited company becoming unlimited
- 102Re-registration of private limited company as unlimited
- 103Application and accompanying documents
- 104Issue of certificate of incorporation on re-registration
- Unlimited private company becoming limited
- 105Re-registration of unlimited company as limited
- 106Application and accompanying documents
- 107Issue of certificate of incorporation on re-registration
- 108Statement of capital required where company already has share capital
- Public company becoming private and unlimited
- 109Re-registration of public company as private and unlimited
- 110Application and accompanying documents
- 111Issue of certificate of incorporation on re-registration
- Part 8: A company's members
- Chapter 1: The members of a company
- 112The members of a company
- Chapter 2: Register of members
- General Duty to keep register
- 112AAlternative method of record-keeping Repealed
- 113Register of members
- 113ARequired information about members: individuals
- 113BRequired information about members: corporate members and firms
- 113CPower to amend the required information
- 113DDuty on new members to notify required information
- 113EDuty on member to notify changes to required information
- 113FPower for company to require information from members
- 113GFailure to comply with section 113D, 113E or 113F
- 113HBasic false statement offences in connection with sections 113D to 113F
- 113IAggravated false statement offences in connection with sections 113D to 113F
- Duty to keep index of members
- 113JIndex of members
- Inspection etc of register and index of members
- 114Register to be kept available for inspection
- 115Index of members
- 116Rights to inspect and require copies
- 117Register of members: response to request for inspection or copy
- 118Register of members: refusal of inspection or default in providing copy
- 119Register of members: offences in connection with request for or disclosure of information
- 120Information as to state of register and index
- 120APower to make regulations protecting material
- 120BOffence of failing to comply with regulations under section 120A
- Removal of entries from register of members
- 121Removal of entries relating to former members
- Special cases
- 122Share warrants
- 123Single member companies
- 124Company holding its own shares as treasury shares
- Supplementary
- 125Power of court to rectify register
- 126Trusts not to be entered on register
- 127Register to be evidence
- 128Time limit for claims arising from entry in register
- 128ZATransitional provision where information kept on central register
- Chapter 2A: Option to keep information on central register Repealed
- 128AIntroduction Repealed
- 128BRight to make an election Repealed
- 128CEffective date of election Repealed
- 128DEffect of election on obligations under Chapter 2 Repealed
- 128EDuty to notify registrar of changes Repealed
- 128FInformation as to state of central register Repealed
- 128GPower of court to order company to remedy default or delay Repealed
- 128HCentral register to be evidence Repealed
- 128ITime limits for claims arising from delivery to registrar Repealed
- 128JWithdrawing the election Repealed
- 128KPower to extend option to public companies Repealed
- Chapter 3: Overseas branch registers
- 129Overseas branch registers
- 130Notice of opening of overseas branch register
- 131Keeping of overseas branch register
- 132Register or duplicate to be kept available for inspection in UK
- 133Transactions in shares registered in overseas branch register
- 134Jurisdiction of local courts
- 135Discontinuance of overseas branch register
- Chapter 4: Prohibition on subsidiary being member of its holding company
- General prohibition
- 136Prohibition on subsidiary being a member of its holding company
- 137Shares acquired before prohibition became applicable
- Subsidiary acting as personal representative or trustee
- 138Subsidiary acting as personal representative or trustee
- 139Interests to be disregarded: residual interest under pension scheme or employees' share scheme
- 140Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme
- Subsidiary acting as dealer in securities
- 141Subsidiary acting as authorised dealer in securities
- 142Protection of third parties in other cases where subsidiary acting as dealer in securities
- Supplementary
- 143Application of provisions to companies not limited by shares
- 144Application of provisions to nominees
- Part 9: Exercise of members' rights
- Effect of provisions in company's articles
- 145Effect of provisions of articles as to enjoyment or exercise of members' rights
- Information rights
- 146Traded companies: nomination of persons to enjoy information rights
- 147Information rights: form in which copies to be provided
- 148Termination or suspension of nomination
- 149Information as to possible rights in relation to voting
- 150Information rights: status of rights
- 151Information rights: power to amend
- Exercise of rights where shares held on behalf of others
- 152Exercise of rights where shares held on behalf of others: exercise in different ways
- 153Exercise of rights where shares held on behalf of others: members' requests
- Part 10: A company's directors
- Chapter 1: Appointment and removal of directors
- Requirement to have directors
- 154Companies required to have directors
- 155Companies required to have at least one director who is a natural person
- 156Direction requiring company to make appointment
- Appointment
- 156AEach director to be a natural person
- 156BPower to provide for exceptions from requirement that each director be a natural person
- 156CExisting director who is not a natural person
- 157Minimum age for appointment as director
- 158Power to provide for exceptions from minimum age requirement
- 159.Existing under-age directors Repealed
- 159ADisqualified person not to be appointed as director
- 160Appointment of directors of public company to be voted on individually
- 161Validity of acts of directors
- ...
- 161AAlternative method of record-keeping Repealed
- 162Register of directors Repealed
- 163Particulars of directors to be registered: individuals Repealed
- 164Particulars of directors to be registered: corporate directors and firms Repealed
- 165Register of directors' residential addresses Repealed
- 166Particulars of directors to be registered: power to make regulations Repealed
- 167Duty to notify registrar of changes Repealed
- Option to keep information on the central register
- 167ARight to make an election Repealed
- 167BEffective date of election Repealed
- 167CEffect of election on obligations under sections 162 to 167 Repealed
- 167DDuty to notify registrar of changes Repealed
- 167EWithdrawing the election Repealed
- 167FPower to extend option to public companies Repealed
- Notification of information about directors
- 167GDuty to notify registrar of change in directors
- 167HDuty to notify registrar of changes of information
- 167INotification of changes occurring before company’s incorporation
- 167JRequired information about a director: individuals
- 167KRequired information about a director: corporate directors and firms
- 167LDirectors: offence of failure to notify of changes
- Directors: duties relating to ID verification and notification
- 167MProhibition on director acting unless ID verified
- 167NProhibition on acting unless directorship notified
- Removal
- 168Resolution to remove director
- 169Director's right to protest against removal
- 169ARemoval from office of disqualified directors
- Chapter 2: General duties of directors
- Introductory
- 170Scope and nature of general duties
- The general duties
- 171Duty to act within powers
- 172Duty to promote the success of the company
- 173Duty to exercise independent judgment
- 174Duty to exercise reasonable care, skill and diligence
- 175Duty to avoid conflicts of interest
- 176Duty not to accept benefits from third parties
- 177Duty to declare interest in proposed transaction or arrangement
- Supplementary provisions
- 178Civil consequences of breach of general duties
- 179Cases within more than one of the general duties
- 180Consent, approval or authorisation by members
- 181Modification of provisions in relation to charitable companies
- Chapter 3: Declaration of interest in existing transaction or arrangement
- 182Declaration of interest in existing transaction or arrangement
- 183Offence of failure to declare interest
- 184Declaration made by notice in writing
- 185General notice treated as sufficient declaration
- 186Declaration of interest in case of company with sole director
- 187Declaration of interest in existing transaction by shadow director
- Chapter 4: Transactions with directors requiring approval of members
- Service contracts
- 188Directors' long-term service contracts: requirement of members' approval
- 189Directors' long-term service contracts: civil consequences of contravention
- Substantial property transactions
- 190Substantial property transactions: requirement of members' approval
- 191Meaning of “substantial”
- 192Exception for transactions with members or other group companies
- 193Exception in case of company in winding up or administration
- 194Exception for transactions on recognised investment exchange
- 195Property transactions: civil consequences of contravention
- 196Property transactions: effect of subsequent affirmation
- Loans, quasi-loans and credit transactions
- 197Loans to directors: requirement of members' approval
- 198Quasi-loans to directors: requirement of members' approval
- 199Meaning of “quasi-loan” and related expressions
- 200Loans or quasi-loans to persons connected with directors: requirement of members' approval
- 201Credit transactions: requirement of members' approval
- 202Meaning of “credit transaction”
- 203Related arrangements: requirement of members' approval
- 204Exception for expenditure on company business
- 205Exception for expenditure on defending proceedings etc
- 206Exception for expenditure in connection with regulatory action or investigation
- 207Exceptions for minor and business transactions
- 208Exceptions for intra-group transactions
- 209Exceptions for money-lending companies
- 210Other relevant transactions or arrangements
- 211The value of transactions and arrangements
- 212The person for whom a transaction or arrangement is entered into
- 213Loans etc: civil consequences of contravention
- 214Loans etc: effect of subsequent affirmation
- Payments for loss of office
- 215Payments for loss of office
- 216Amounts taken to be payments for loss of office
- 217Payment by company: requirement of members' approval
- 218Payment in connection with transfer of undertaking etc: requirement of members' approval
- 219Payment in connection with share transfer: requirement of members' approval
- 220Exception for payments in discharge of legal obligations etc
- 221Exception for small payments
- 222Payments made without approval: civil consequences
- Supplementary
- 223Transactions requiring members' approval: application of provisions to shadow directors
- 224Approval by written resolution: accidental failure to send memorandum
- 225Cases where approval is required under more than one provision
- 226Requirement of consent of Charity Commission: companies that are charities Repealed
- Chapter 4A: Directors of quoted companies ...: special provision
- Interpretation
- 226AKey definitions
- Restrictions relating to remuneration or loss of office payments
- 226BRemuneration payments
- 226CLoss of office payments
- 226DSections 226B and 226C: supplementary
- Supplementary
- 226EPayments made without approval: civil consequences
- 226FRelationship with requirements under Chapter 4
- Chapter 5: Directors' service contracts
- 227Directors' service contracts
- 228Copy of contract or memorandum of terms to be available for inspection
- 229Right of member to inspect and request copy
- 230Directors' service contracts: application of provisions to shadow directors
- Chapter 6: Contracts with sole members who are directors
- 231Contract with sole member who is also a director
- Chapter 7: Directors' liabilities
- Provision protecting directors from liability
- 232Provisions protecting directors from liability
- 233Provision of insurance
- 234Qualifying third party indemnity provision
- 235Qualifying pension scheme indemnity provision
- 236Qualifying indemnity provision to be disclosed in directors' report
- 237Copy of qualifying indemnity provision to be available for inspection
- 238Right of member to inspect and request copy
- Ratification of acts giving rise to liability
- 239Ratification of acts of directors
- Chapter 8: Directors' residential addresses: protection from disclosure
- 240Protected information
- 241Protected information: restriction on use or disclosure by company
- 242Protected information: restriction on ... disclosure by registrar
- 243Permitted ... disclosure by the registrar
- 244Disclosure under court order
- 245Circumstances in which registrar may put address on the public record
- 246Putting the address on the public record
- Chapter 9: Supplementary provisions
- Provision for employees on cessation or transfer of business
- 247Power to make provision for employees on cessation or transfer of business
- Records of meetings of directors
- 248Minutes of directors' meetings
- 249Minutes as evidence
- Meaning of “director” and “shadow director”
- 250“Director”
- 251“Shadow director”
- Other definitions
- 252Persons connected with a director
- 253Members of a director's family
- 254Director “connected with” a body corporate
- 255Director “controlling” a body corporate
- 256Associated bodies corporate
- 257References to company's constitution
- General
- 258Power to increase financial limits
- 259Transactions under foreign law
- Part 11: Derivative claims and proceedings by members
- Chapter 1: Derivative claims in England and Wales or Northern Ireland
- 260Derivative claims
- 261Application for permission to continue derivative claim
- 262Application for permission to continue claim as a derivative claim
- 263Whether permission to be given
- 264Application for permission to continue derivative claim brought by another member
- Chapter 2: Derivative proceedings in Scotland
- 265Derivative proceedings
- 266Requirement for leave and notice
- 267Application to continue proceedings as derivative proceedings
- 268Granting of leave
- 269Application by member to be substituted for member pursuing derivative proceedings
- Part 12: Company secretaries
- Private companies
- 270Private company not required to have secretary
- Public companies
- 271Public company required to have secretary
- 272Direction requiring public company to appoint secretary
- 273Qualifications of secretaries of public companies
- Provisions applying to private companies with a secretary and to public companies
- 274Discharge of functions where office vacant or secretary unable to act
- 274AAlternative method of record-keeping Repealed
- 275Duty to keep register of secretaries Repealed
- 276Duty to notify registrar of changes Repealed
- 277Particulars of secretaries to be registered: individuals Repealed
- 278Particulars of secretaries to be registered: corporate secretaries and firms Repealed
- 279Particulars of secretaries to be registered: power to make regulations Repealed
- ...
- 279ARight to make an election Repealed
- 279BEffective date of election Repealed
- 279CEffect of election on obligations under sections 275 and 276 Repealed
- 279DDuty to notify registrar of changes Repealed
- 279EWithdrawing the election Repealed
- 279FPower to extend option to public companies Repealed
- Notification of information about secretaries
- 279GDuty to notify registrar of change in secretary or joint secretary
- 279HDuty to notify registrar of changes of information
- 279INotification of changes occurring before company’s incorporation
- 279JRequired information about a secretary etc: individuals
- 279KRequired information about a secretary etc: corporate secretaries and firms
- 279LFirms all of whose partners are joint secretaries
- 279MSecretary or joint secretary: offence of failure to notify of changes
- Person acting in dual capacity
- 280Acts done by person in dual capacity
- Part 13: Resolutions and meetings
- Chapter 1: General provisions about resolutions
- 281Resolutions
- 282Ordinary resolutions
- 283Special resolutions
- 284Votes: general rules
- 285Voting by proxy
- 285AVoting rights on poll or written resolution
- 286Votes of joint holders of shares
- 287Saving for provisions of articles as to determination of entitlement to vote
- Chapter 2: Written resolutions
- General provisions about written resolutions
- 288Written resolutions of private companies
- 289Eligible members
- Circulation of written resolutions
- 290Circulation date
- 291Circulation of written resolutions proposed by directors
- 292Members' power to require circulation of written resolution
- 293Circulation of written resolution proposed by members
- 294Expenses of circulation
- 295Application not to circulate members' statement
- Agreeing to written resolutions
- 296Procedure for signifying agreement to written resolution
- 297Period for agreeing to written resolution
- Supplementary
- 298Sending documents relating to written resolutions by electronic means
- 299Publication of written resolution on website
- 300Relationship between this Chapter and provisions of company's articles
- Chapter 3: Resolutions at meetings
- General provisions about resolutions at meetings
- 301Resolutions at general meetings
- Calling meetings
- 302Directors' power to call general meetings
- 303Members' power to require directors to call general meeting
- 304Directors' duty to call meetings required by members
- 305Power of members to call meeting at company's expense
- 306Power of court to order meeting
- Notice of meetings
- 307Notice required of general meeting
- 307ANotice required of general meeting: certain meetings of traded companies
- 308Manner in which notice to be given
- 309Publication of notice of meeting on website
- 310Persons entitled to receive notice of meetings
- 311Contents of notices of meetings
- 311ATraded companies: publication of information in advance of general meeting
- 312Resolution requiring special notice
- 313Accidental failure to give notice of resolution or meeting
- Members' statements
- 314Members' power to require circulation of statements
- 315Company's duty to circulate members' statement
- 316Expenses of circulating members' statement
- 317Application not to circulate members' statement
- Procedure at meetings
- 318Quorum at meetings
- 319Chairman of meeting
- 319ATraded companies: questions at meetings
- 320Declaration by chairman on a show of hands
- 321Right to demand a poll
- 322Voting on a poll
- 322AVoting on a poll: votes cast in advance
- 323Representation of corporations at meetings
- Proxies
- 324Rights to appoint proxies
- 324AObligation of proxy to vote in accordance with instructions
- 325Notice of meeting to contain statement of rights
- 326Company-sponsored invitations to appoint proxies
- 327Notice required of appointment of proxy etc
- 328Chairing meetings
- 329Right of proxy to demand a poll
- 330Notice required of termination of proxy's authority
- 331Saving for more extensive rights conferred by articles
- Adjourned meetings
- 332Resolution passed at adjourned meeting
- Electronic communications
- 333Sending documents relating to meetings etc in electronic form
- 333ATraded company: duty to provide electronic address for receipt of proxies etc
- Application to class meetings
- 334Application to class meetings
- 335Application to class meetings: companies without a share capital
- Chapter 4: Public companies and traded companies: additional requirements for AGMs
- 336Public companies and traded companies: annual general meeting
- 337Public companies and traded companies: notice of AGM
- 338Public companies: members' power to require circulation of resolutions for AGMs
- 338ATraded companies: members' power to include other matters in business dealt with at AGM
- 339Public companies: company's duty to circulate members' resolutions for AGMs
- 340Public companies: expenses of circulating members' resolutions for AGM
- 340ATraded companies: duty to circulate members' matters for AGM
- 340BTraded companies: expenses of circulating members' matters to be dealt with at AGM
- Chapter 5: Additional requirements for quoted companies AND TRADED COMPANIES
- Website publication of poll results
- 341Results of poll to be made available on website
- Independent report on poll
- 342Members' power to require independent report on poll
- 343Appointment of independent assessor
- 344Independence requirement
- 345Meaning of “associate”
- 346Effect of appointment of a partnership
- 347The independent assessor's report
- 348Rights of independent assessor: right to attend meeting etc
- 349Rights of independent assessor: right to information
- 350Offences relating to provision of information
- 351Information to be made available on website
- Supplementary
- 352Application of provisions to class meetings
- 353Requirements as to website availability
- 354Power to limit or extend the types of company to which provisions of this Chapter apply
- Chapter 6: Records of resolutions and meetings
- 355Records of resolutions and meetings etc
- 356Records as evidence of resolutions etc
- 357Records of decisions by sole member
- 358Inspection of records of resolutions and meetings
- 359Records of resolutions and meetings of class of members
- Chapter 7: Supplementary provisions
- 360Computation of periods of notice etc: clear day rule
- 360AElectronic meetings and voting
- 360AATraded companies: confirmation of receipt of electronic voting
- 360BTraded companies: requirements for participating in and voting at general meetings
- 360BATraded companies: right to confirmation of vote after a general meeting
- 360CMeaning of “traded company”
- 361Meaning of “quoted company”
- Part 14: Control of political donations and expenditure
- Introductory
- 362Introductory
- Donations and expenditure to which this Part applies
- 363Political parties, organisations etc to which this Part applies
- 364Meaning of “political donation”
- 365Meaning of “political expenditure”
- Authorisation required for donations or expenditure
- 366Authorisation required for donations or expenditure
- 367Form of authorising resolution
- 368Period for which resolution has effect
- Remedies in case of unauthorised donations or expenditure
- 369Liability of directors in case of unauthorised donation or expenditure
- 370Enforcement of directors' liabilities by shareholder action
- 371Enforcement of directors' liabilities by shareholder action: supplementary
- 372Costs of shareholder action
- 373Information for purposes of shareholder action
- Exemptions
- 374Trade unions
- 375Subscription for membership of trade association
- 376All-party parliamentary groups
- 377Political expenditure exempted by order
- 378Donations not amounting to more than £5,000 in any twelve month period
- Supplementary provisions
- 379Minor definitions
- Part 15: Accounts and reports
- Chapter 1: Introduction
- General
- 380Scheme of this Part
- Companies subject to the small companies regime
- 381Companies subject to the small companies regime
- 382Companies qualifying as small: general
- 383Companies qualifying as small: parent companies
- 384Companies excluded from the small companies regime
- 384ACompanies qualifying as micro-entities
- 384BCompanies excluded from being treated as micro-entities
- Quoted and unquoted companies
- 385Quoted and unquoted companies
- Chapter 2: Accounting records
- 386Duty to keep accounting records
- 387Duty to keep accounting records: offence
- 388Where and for how long records to be kept
- 389Where and for how long records to be kept: offences
- Chapter 3: A company's financial year
- 390A company's financial year
- 391Accounting reference periods and accounting reference date
- 392Alteration of accounting reference date
- Chapter 4: Annual accounts
- General
- 393Accounts to give true and fair view
- Individual accounts
- 394Duty to prepare individual accounts
- 394AIndividual accounts: exemption for dormant subsidiaries
- 394BCompanies excluded from the dormant subsidiaries exemption
- 394CDormant subsidiaries exemption: parent undertaking declaration of guarantee
- 395Individual accounts: applicable accounting framework
- 396Companies Act individual accounts
- 397IAS individual accounts
- ...
- 398Option to prepare group accounts Repealed
- Group accounts ...
- 399Duty to prepare group accounts
- 400Exemption for company included in UK group accounts of larger group
- 401Exemption for company included in non-UK group accounts of larger group
- 402Exemption if no subsidiary undertakings need be included in the consolidation
- Group accounts: general
- 403Group accounts: applicable accounting framework
- 404Companies Act group accounts
- 405Companies Act group accounts: subsidiary undertakings included in the consolidation
- 406IAS group accounts
- 407Consistency of financial reporting within group
- 408Individual profit and loss account where group accounts prepared
- Information to be given in notes to the accounts
- 409Information about related undertakings
- 410Information about related undertakings: alternative compliance Repealed
- 410AInformation about off-balance sheet arrangements
- 411Information about employee numbers and costs
- 412Information about directors' benefits: remuneration
- 413Information about directors' benefits: advances, credit and guarantees
- Approval and signing of accounts
- 414Approval and signing of accounts
- Chapter 4A: STRATEGIC REPORT
- 414ADuty to prepare strategic report
- 414BStrategic report: small companies exemption
- 414CContents of strategic report
- 414CZASection 172(1) statement
- 414CANon-financial and sustainability information statement
- 414CBContents of non-financial and sustainability information statement
- 414DApproval and signing of strategic report
- Chapter 5: Directors' report
- Directors' report
- 415Duty to prepare directors' report
- 415ADirectors' report: small companies exemption
- 416Contents of directors' report: general
- 417Contents of directors' report: business review Repealed
- 418Contents of directors' report: statement as to disclosure to auditors
- 419Approval and signing of directors' report
- 419AApproval and signing of separate corporate governance statement
- Chapter 6: Quoted companies ...: directors' remuneration report
- 420Duty to prepare directors' remuneration report
- 421Contents of directors' remuneration report
- 422Approval and signing of directors' remuneration report
- 422ARevisions to directors' remuneration policy
- Chapter 7: Publication of accounts and reports
- Duty to circulate copies of accounts and reports
- 423Duty to circulate copies of annual accounts and reports
- 424Time allowed for sending out copies of accounts and reports
- 425Default in sending out copies of accounts and reports: offences
- Option to provide strategic report with supplementary material
- 426Option to provide strategic report with supplementary material
- 426ASupplementary material
- Section 172(1) statement: requirements as to website publication
- 426BSection 172(1) statement to be made available on website
- 427Form and contents of summary financial statement: unquoted companies Repealed
- 428Form and contents of summary financial statement: quoted companies Repealed
- 429Summary financial statements: offences Repealed
- Quoted companies ...: requirements as to website publication
- 430Quoted companies ...: annual accounts and reports to be made available on website
- Right of member or debenture holder to demand copies of accounts and reports
- 431Right of member or debenture holder to copies of accounts and reports: unquoted companies
- 432Right of member or debenture holder to copies of accounts and reports: quoted companies
- Requirements in connection with publication of accounts and reports
- 433Name of signatory to be stated in published copies of accounts and reports
- 434Requirements in connection with publication of statutory accounts
- 435Requirements in connection with publication of non-statutory accounts
- 436Meaning of “publication” in relation to accounts and reports
- Chapter 8: Public companies: laying of accounts and reports before general meeting
- 437Public companies: laying of accounts and reports before general meeting
- 438Public companies: offence of failure to lay accounts and reports
- Chapter 9: Quoted companies ...: members' approval of directors' remuneration report
- 439Quoted companies ...: members' approval of directors' remuneration report
- 439AQuoted companies ...: members' approval of directors' remuneration policy
- 440Quoted companies ...: offences in connection with procedure for approval
- Chapter 10: Filing of accounts and reports
- Duty to file accounts and reports
- 441Duty to file accounts and reports with the registrar
- 442Period allowed for filing accounts
- 443Calculation of period allowed
- Filing obligations of different descriptions of company
- 443AFiling obligations of micro-entities
- 444Filing obligations of companies subject to small companies regime Filing obligations of small companies other than micro-entities
- 444AFiling obligations of companies entitled to small companies exemption in relation to directors' report
- 445Filing obligations of medium-sized companies
- 446Filing obligations of unquoted companies
- 447Filing obligations of quoted companies
- 448Unlimited companies exempt from obligation to file accounts
- 448ADormant subsidiaries exempt from obligation to file accounts
- 448BCompanies excluded from the dormant subsidiaries exemption
- 448CDormant subsidiaries filing exemption: parent undertaking declaration of guarantee
- Requirements where abbreviated accounts delivered
- 449Special auditor's report where abbreviated accounts delivered Repealed
- 450Approval and signing of abbreviated accounts Repealed
- Failure to file accounts and reports
- 451Default in filing accounts and reports: offences
- 452Default in filing accounts and reports: court order
- 453Civil penalty for failure to file accounts and reports
- Chapter 11: Revision of defective accounts and reports
- Voluntary revision
- 454Voluntary revision of accounts etc
- Secretary of State's notice
- 455Secretary of State's notice in respect of accounts or reports
- Application to court
- 456Application to court in respect of defective accounts or reports
- 457Other persons authorised to apply to the court
- 458Disclosure of information by tax authorities
- Power of authorised person to require documents etc
- 459Power of authorised person to require documents, information and explanations
- 460Restrictions on disclosure of information obtained under compulsory powers
- 461Permitted disclosure of information obtained under compulsory powers
- 462Power to amend categories of permitted disclosure
- Chapter 12: Supplementary provisions
- Liability for false or misleading statements in reports and statements
- 463Liability for false or misleading statements in reports and statements
- Accounting and reporting standards
- 464Accounting standards
- Companies qualifying as medium-sized
- 465Companies qualifying as medium-sized: general
- 466Companies qualifying as medium-sized: parent companies
- 467Companies excluded from being treated as medium-sized
- General power to make further provision about accounts and reports
- 468General power to make further provision about accounts and reports
- 468AUse or disclosure of profit and loss accounts for certain companies
- Other supplementary provisions
- 469Preparation and filing of accounts in euros
- 470Power to apply provisions to banking partnerships
- 471Meaning of “annual accounts” and related expressions
- 472Notes to the accounts
- 472AMeaning of “corporate governance statement” etc
- 473Parliamentary procedure for certain regulations under this Part
- 474Minor definitions
- Part 16: Audit
- Chapter 1: Requirement for audited accounts
- Requirement for audited accounts
- 475Requirement for audited accounts
- 476Right of members to require audit
- Exemption from audit: small companies
- 477Small companies: conditions for exemption from audit
- 478Companies excluded from small companies exemption
- 479Availability of small companies exemption in case of group company
- Exemption from audit: qualifying subsidiaries
- 479ASubsidiary companies: conditions for exemption from audit
- 479BCompanies excluded from the subsidiary companies audit exemption
- 479CSubsidiary companies audit exemption: parent undertaking declaration of guarantee
- Exemption from audit: dormant companies
- 480Dormant companies: conditions for exemption from audit
- 481Companies excluded from dormant companies exemption
- Companies subject to public sector audit
- 482Non-profit-making companies subject to public sector audit
- 483Scottish public sector companies: audit by Auditor General for Scotland
- General power of amendment by regulations
- 484General power of amendment by regulations
- Chapter 2: Appointment of auditors
- Private companies
- 485Appointment of auditors of private company: general
- 485AAppointment of auditors of private company: additional requirements for public interest entities with audit committees
- 485BAppointment of auditors of private company: additional requirements for public interest entities without audit committees
- 485CRestriction on appointment of auditor of private company which is a public interest entity
- 486Appointment of auditors of private company: default power of Secretary of State
- 486ADefective appointments: default power of Secretary of State
- 487Term of office of auditors of private company
- 487AMaximum engagement period: transitional arrangements Repealed
- 488Prevention by members of deemed re-appointment of auditor
- Public companies
- 489Appointment of auditors of public company: general
- 489AAppointment of auditors of public company: additional requirements for public interest entities with audit committees
- 489BAppointment of auditors of public company: additional requirements for public interest entities without audit committees
- 489CRestriction on appointment of auditor of public company which is a public interest entity
- 490Appointment of auditors of public company: default power of Secretary of State
- 490ADefective appointments: default power of Secretary of State
- 491Term of office of auditors of public company
- 491AMaximum engagement period: transitional arrangements Repealed
- General provisions
- 492Fixing of auditor's remuneration
- 493Disclosure of terms of audit appointment
- 494Disclosure of services provided by auditor or associates and related remuneration
- 494ZAThe maximum engagement period
- 494AInterpretation
- Chapter 3: Functions of auditor
- Auditor's report
- 495Auditor's report on company's annual accounts
- 496Auditor's report on strategic report and on directors' report
- 497Auditor's report on auditable part of directors' remuneration report
- 497AAuditor's report on separate corporate governance statement
- Duties and rights of auditors
- 498Duties of auditor
- 498AAuditor's duties in relation to separate corporate governance statement
- 499Auditor's general right to information
- 500Auditor's right to information from overseas subsidiaries
- 501Auditor's rights to information: offences
- 502Auditor's rights in relation to resolutions and meetings
- Signature of auditor's report
- 503Signature of auditor's report
- 504Senior statutory auditor
- 505Names to be stated in published copies of auditor's report
- 506Circumstances in which names may be omitted
- Offences in connection with auditor's report
- 507Offences in connection with auditor's report
- 508Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland
- 509Guidance for regulatory authorities: Scotland
- Chapter 4: Removal, resignation, etc of auditors
- Removal of auditor
- 510Resolution removing auditor from office
- 511Special notice required for resolution removing auditor from office
- 511APublic interest companies: application to court to remove auditor from office
- 512Notice to registrar of resolution removing auditor from office Repealed
- 513Rights of auditor who has been removed from office
- Failure to re-appoint auditor
- 514Failure to re-appoint auditor: special procedure required for written resolution
- 515Failure to re-appoint auditor: special notice required for resolution at general meeting
- Resignation of auditor
- 516Resignation of auditor
- 517Notice to registrar of resignation of auditor Repealed
- 518Rights of resigning auditor
- Statement by auditor on ceasing to hold office
- 519Statement by auditor to be sent to company
- 519AMeaning of “public interest company”, “non-public interest company” and “exempt reasons”
- 520Company's duties in relation to statement
- 521Copy of statement to be sent to registrar
- 522Duty of auditor to send statement to appropriate audit authority
- 523Duty of company to notify appropriate audit authority
- 524Provision of information to accounting authorities
- 525Meaning of “appropriate audit authority” ...
- Supplementary
- 526Effect of casual vacancies
- Chapter 5: Quoted companies: right of members to raise audit concerns at accounts meeting
- 527Members' power to require website publication of audit concerns
- 528Requirements as to website availability
- 529Website publication: company's supplementary duties
- 530Website publication: offences
- 531Meaning of “quoted company”
- Chapter 6: Auditors' liability
- Voidness of provisions protecting auditors from liability
- 532Voidness of provisions protecting auditors from liability
- Indemnity for costs of defending proceedings
- 533Indemnity for costs of successfully defending proceedings
- Liability limitation agreements
- 534Liability limitation agreements
- 535Terms of liability limitation agreement
- 536Authorisation of agreement by members of the company
- 537Effect of liability limitation agreement
- 538Disclosure of agreement by company
- 538AMeaning of “corporate governance statement” etc
- Chapter 7: Supplementary provisions
- 539Minor definitions
- Part 17: A company's share capital
- Chapter 1: Shares and share capital of a company
- Shares
- 540Shares
- 541Nature of shares
- 542Nominal value of shares
- 543Numbering of shares
- 544Transferability of shares
- 545Companies having a share capital
- 546Issued and allotted share capital
- Share capital
- 547Called-up share capital
- 548Equity share capital
- Chapter 2: Allotment of shares: general provisions
- Power of directors to allot shares
- 549Exercise by directors of power to allot shares etc
- 550Power of directors to allot shares etc: private company with only one class of shares
- 551Power of directors to allot shares etc: authorisation by company
- Prohibition of commissions, discounts and allowances
- 552General prohibition of commissions, discounts and allowances
- 553Permitted commission
- Registration of allotment
- 554Registration of allotment
- Return of allotment
- 555Return of allotment by limited company
- 556Return of allotment by unlimited company allotting new class of shares
- 557Offence of failure to make return
- Supplementary provisions
- 558When shares are allotted
- 559Provisions about allotment not applicable to shares taken on formation
- Chapter 3: Allotment of equity securities: existing shareholders' right of pre-emption
- Introductory
- 560Meaning of “equity securities” and related expressions
- Existing shareholders' right of pre-emption
- 561Existing shareholders' right of pre-emption
- 562Communication of pre-emption offers to shareholders
- 563Liability of company and officers in case of contravention
- Exceptions to right of pre-emption
- 564Exception to pre-emption right: bonus shares
- 565Exception to pre-emption right: issue for non-cash consideration
- 566Exceptions to pre-emption right: employees' share schemes
- 566AException to pre-emption right: companies in financial difficulty
- Exclusion of right of pre-emption
- 567Exclusion of requirements by private companies
- 568Exclusion of pre-emption right: articles conferring corresponding right
- Disapplication of pre-emption rights
- 569Disapplication of pre-emption rights: private company with only one class of shares
- 570Disapplication of pre-emption rights: directors acting under general authorisation
- 571Disapplication of pre-emption rights by special resolution
- 572Liability for false statement in directors' statement
- 573Disapplication of pre-emption rights: sale of treasury shares
- Supplementary
- 574References to holder of shares in relation to offer
- 575Saving for other restrictions on offer or allotment
- 576Saving for certain older pre-emption requirements
- 577Provisions about pre-emption not applicable to shares taken on formation
- Chapter 4: Public companies: allotment where issue not fully subscribed
- 578Public companies: allotment where issue not fully subscribed
- 579Public companies: effect of irregular allotment where issue not fully subscribed
- Chapter 5: Payment for shares
- General rules
- 580Shares not to be allotted at a discount
- 581Provision for different amounts to be paid on shares
- 582General rule as to means of payment
- 583Meaning of payment in cash
- Additional rules for public companies
- 584Public companies: shares taken by subscribers of memorandum
- 585Public companies: must not accept undertaking to do work or perform services
- 586Public companies: shares must be at least one-quarter paid up
- 587Public companies: payment by long-term undertaking
- Supplementary provisions
- 588Liability of subsequent holders of shares
- 589Power of court to grant relief
- 590Penalty for contravention of this Chapter
- 591Enforceability of undertakings to do work etc
- 592The appropriate rate of interest
- Chapter 6: Public companies: independent valuation of non-cash consideration
- Non-cash consideration for shares
- 593Public company: valuation of non-cash consideration for shares
- 594Exception to valuation requirement: arrangement with another company
- 595Exception to valuation requirement: merger or division
- 596Non-cash consideration for shares: requirements as to valuation and report
- 597Copy of report to be delivered to registrar
- Transfer of non-cash asset in initial period
- 598Public company: agreement for transfer of non-cash asset in initial period
- 599Agreement for transfer of non-cash asset: requirement of independent valuation
- 600Agreement for transfer of non-cash asset: requirements as to valuation and report
- 601Agreement for transfer of non-cash asset: requirement of approval by members
- 602Copy of resolution to be delivered to registrar
- 603Adaptation of provisions in relation to company re-registering as public
- 604Agreement for transfer of non-cash asset: effect of contravention
- Supplementary provisions
- 605Liability of subsequent holders of shares
- 606Power of court to grant relief
- 607Penalty for contravention of this Chapter
- 608Enforceability of undertakings to do work etc
- 609The appropriate rate of interest
- Chapter 7: Share premiums
- The share premium account
- 610Application of share premiums
- Relief from requirements as to share premiums
- 611Group reconstruction relief
- 612Merger relief
- 613Merger relief: meaning of 90% equity holding
- 614Power to make further provision by regulations
- 615Relief may be reflected in company's balance sheet
- Supplementary provisions
- 616Interpretation of this Chapter
- Chapter 8: Alteration of share capital
- How share capital may be altered
- 617Alteration of share capital of limited company
- Subdivision or consolidation of shares
- 618Sub-division or consolidation of shares
- 619Notice to registrar of sub-division or consolidation
- Reconversion of stock into shares
- 620Reconversion of stock into shares
- 621Notice to registrar of reconversion of stock into shares
- Redenomination of share capital
- 622Redenomination of share capital
- 623Calculation of new nominal values
- 624Effect of redenomination
- 625Notice to registrar of redenomination
- 626Reduction of capital in connection with redenomination
- 627Notice to registrar of reduction of capital in connection with redenomination
- 628Redenomination reserve
- Chapter 9: Classes of share and class rights
- Introductory
- 629Classes of shares
- Variation of class rights
- 630Variation of class rights: companies having a share capital
- 631Variation of class rights: companies without a share capital
- 632Variation of class rights: saving for court's powers under other provisions
- 633Right to object to variation: companies having a share capital
- 634Right to object to variation: companies without a share capital
- 635Copy of court order to be forwarded to the registrar
- Matters to be notified to the registrar
- 636Notice of name or other designation of class of shares
- 637Notice of particulars of variation of rights attached to shares
- 638Notice of new class of members
- 639Notice of name or other designation of class of members
- 640Notice of particulars of variation of class rights
- Chapter 10: Reduction of share capital
- Introductory
- 641Circumstances in which a company may reduce its share capital
- Private companies: reduction of capital supported by solvency statement
- 642Reduction of capital supported by solvency statement
- 643Solvency statement
- 644Registration of resolution and supporting documents
- Reduction of capital confirmed by the court
- 645Application to court for order of confirmation
- 646Creditors entitled to object to reduction
- 647Offences in connection with list of creditors
- 648Court order confirming reduction
- 649Registration of order and statement of capital
- Public company reducing capital below authorised minimum
- 650Public company reducing capital below authorised minimum
- 651Expedited procedure for re-registration as a private company
- Effect of reduction of capital
- 652Liability of members following reduction of capital
- 653Liability to creditor in case of omission from list of creditors
- Chapter 11: Miscellaneous and supplementary provisions
- 654Treatment of reserve arising from reduction of capital
- 655Shares no bar to damages against company
- 656Public companies: duty of directors to call meeting on serious loss of capital
- 657General power to make further provision by regulations
- Part 18: Acquisition by limited company of its own shares
- Chapter 1: General provisions
- Introductory
- 658General rule against limited company acquiring its own shares
- 659Exceptions to general rule
- Shares held by company's nominee
- 660Treatment of shares held by nominee
- 661Liability of others where nominee fails to make payment in respect of shares
- Shares held by or for public company
- 662Duty to cancel shares in public company held by or for the company
- 663Notice of cancellation of shares
- 664Re-registration as private company in consequence of cancellation
- 665Issue of certificate of incorporation on re-registration
- 666Effect of failure to re-register
- 667Offence in case of failure to cancel shares or re-register
- 668Application of provisions to company re-registering as public company
- 669Transfer to reserve on acquisition of shares by public company or nominee
- Charges of public company on own shares
- 670Public companies: general rule against lien or charge on own shares
- Supplementary provisions
- 671Interests to be disregarded in determining whether company has beneficial interest
- 672Residual interest under pension scheme or employees' share scheme
- 673Employer's charges and other rights of recovery
- 674Rights as personal representative or trustee
- 675Meaning of “pension scheme”
- 676Application of provisions to directors
- Chapter 2: Financial assistance for purchase of own shares
- Introductory
- 677Meaning of “financial assistance”
- Circumstances in which financial assistance prohibited
- 678Assistance for acquisition of shares in public company
- 679Assistance by public company for acquisition of shares in its private holding company
- 680Prohibited financial assistance an offence
- Exceptions from prohibition
- 681Unconditional exceptions
- 682Conditional exceptions
- Supplementary
- 683Definitions for this Chapter
- Chapter 3: Redeemable shares
- 684Power of limited company to issue redeemable shares
- 685Terms and manner of redemption
- 686Payment for redeemable shares
- 687Financing of redemption
- 688Redeemed shares treated as cancelled
- 689Notice to registrar of redemption
- Chapter 4: Purchase of own shares
- General provisions
- 690Power of limited company to purchase own shares
- 691Payment for purchase of own shares
- 692Financing of purchase of own shares
- Authority for purchase of own shares
- 693Authority for purchase of own shares
- 693AAuthority for off-market purchase for the purposes of or pursuant to an employees' share scheme
- Authority for off-market purchase
- 694Authority for off-market purchase
- 695Resolution authorising off-market purchase: exercise of voting rights
- 696Resolution authorising off-market purchase: disclosure of details of contract
- 697Variation of contract for off-market purchase
- 698Resolution authorising variation: exercise of voting rights
- 699Resolution authorising variation: disclosure of details of variation
- 700Release of company's rights under contract for off-market purchase
- Authority for market purchase
- 701Authority for market purchase
- Supplementary provisions
- 702Copy of contract or memorandum to be available for inspection
- 703Enforcement of right to inspect copy or memorandum
- 704No assignment of company's right to purchase own shares
- 705Payments apart from purchase price to be made out of distributable profits
- 706Treatment of shares purchased
- 707Return to registrar of purchase of own shares
- 708Notice to registrar of cancellation of shares
- Chapter 5: Redemption or purchase by private company out of capital
- Introductory
- 709Power of private limited company to redeem or purchase own shares out of capital
- The permissible capital payment
- 710The permissible capital payment
- 711Available profits
- 712Determination of available profits
- Requirements for payment out of capital
- 713Requirements for payment out of capital
- 714Directors' statement and auditor's report
- 715Directors' statement: offence if no reasonable grounds for opinion
- 716Payment to be approved by special resolution
- 717Resolution authorising payment: exercise of voting rights
- 718Resolution authorising payment: disclosure of directors' statement and auditor's report
- 719Public notice of proposed payment
- 720Directors' statement and auditor's report to be available for inspection
- Requirements for payment out of capital: employees' share schemes
- 720AReduced requirements for payment out of capital for purchase of own shares for the purposes of or pursuant to an employees' share scheme
- 720BRegistration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees' share scheme
- Objection to payment by members or creditors
- 721Application to court to cancel resolution
- 722Notice to registrar of court application or order
- Supplementary provisions
- 723Time when payment out of capital to be made or shares to be surrendered
- Chapter 6: Treasury shares
- 724Treasury shares
- 725Treasury shares: maximum holdings Repealed
- 726Treasury shares: exercise of rights
- 727Treasury shares: disposal
- 728Treasury shares: notice of disposal
- 729Treasury shares: cancellation
- 730Treasury shares: notice of cancellation
- 731Treasury shares: treatment of proceeds of sale
- 732Treasury shares: offences
- Chapter 7: Supplementary provisions
- 733The capital redemption reserve
- 734Accounting consequences of payment out of capital
- 735Effect of company's failure to redeem or purchase
- 736Meaning of “distributable profits”
- 737General power to make further provision by regulations
- Part 19: Debentures
- General provisions
- 738Meaning of “debenture”
- 739Perpetual debentures
- 740Enforcement of contract to subscribe for debentures
- 741Registration of allotment of debentures
- 742Debentures to bearer (Scotland)
- Register of debenture holders
- 743Register of debenture holders
- 744Register of debenture holders: right to inspect and require copy
- 745Register of debenture holders: response to request for inspection or copy
- 746Register of debenture holders: refusal of inspection or default in providing copy
- 747Register of debenture holders: offences in connection with request for or disclosure of information
- 748Time limit for claims arising from entry in register
- Supplementary provisions
- 749Right of debenture holder to copy of deed
- 750Liability of trustees of debentures
- 751Liability of trustees of debentures: saving for certain older provisions
- 752Power to re-issue redeemed debentures
- 753Deposit of debentures to secure advances
- 754Priorities where debentures secured by floating charge
- Part 20: Private and public companies
- Chapter 1: Prohibition of public offers by private companies
- 755Prohibition of public offers by private company
- 756Meaning of “offer to the public”
- 757Enforcement of prohibition: order restraining proposed contravention
- 758Enforcement of prohibition: orders available to the court after contravention
- 759Enforcement of prohibition: remedial order
- 760Validity of allotment etc not affected
- Chapter 2: Minimum share capital requirement for public companies
- 761Public company: requirement as to minimum share capital
- 762Procedure for obtaining certificate
- 763The authorised minimum
- 764Power to alter authorised minimum
- 765Authorised minimum: application of initial requirement
- 766Authorised minimum: application where shares denominated in different currencies etc
- 767Consequences of doing business etc without a trading certificate
- Part 21: Certification and transfer of securities
- Chapter 1: Certification and transfer of securities: general
- Share certificates
- 768Share certificate to be evidence of title
- Issue of certificates etc on allotment
- 769Duty of company as to issue of certificates etc on allotment
- Transfer of securities
- 770Registration of transfer
- 771Procedure on transfer being lodged
- 772Transfer of shares on application of transferor
- 773Execution of share transfer by personal representative
- 774Evidence of grant of probate etc
- 775Certification of instrument of transfer
- Issue of certificates etc on transfer
- 776Duty of company as to issue of certificates etc on transfer
- 777Issue of certificates etc: cases within the Stock Transfer Act 1982
- Issue of certificates etc on allotment or transfer to financial institution
- 778Issue of certificates etc: allotment or transfer to financial institution
- Share warrants
- 779Prohibition on issue of new share warrants and effect of existing share warrants
- 780Duty of company as to issue of certificates on surrender of share warrant Repealed
- 781Offences in connection with share warrants (Scotland)
- Supplementary provisions
- 782Issue of certificates etc: court order to make good default
- Chapter 2: Evidencing and transfer of title to securities without written instrument
- Introductory
- 783Scope of this Chapter
- 784Power to make regulations
- Powers exercisable
- 785Provision enabling procedures for evidencing and transferring title
- 786Provision enabling or requiring arrangements to be adopted
- 787Provision enabling or requiring arrangements to be adopted: order-making powers
- Supplementary
- 788Provision that may be included in regulations
- 789Duty to consult
- 790Resolutions to be forwarded to registrar
- Part 21A: Information about people with significant control
- Chapter 1: Introduction
- 790AOverview
- 790BCompanies to which this Part applies
- 790CKey terms
- 790CAReferences to “confirmation” etc of information
- Chapter 2: Information-gathering
- Duty on companies
- 790CBDuty to find out about persons with significant control
- 790DCompany’s duty to give notices to persons with significant control
- 790DAObtaining information from third parties
- 790ECompany’s duty to find out about changes in PSC information
- 790EACompany’s duty to find out about persons ceasing to be PSCs
- 790EBCompany’s duty to notify failure to comply with notices
- 790ECCompany’s duty to notify of late compliance with notices
- 790EDCompany’s duty to notify that it has given a restrictions notice
- 790EECompany’s duty to notify that it has withdrawn a restrictions notice
- 790EFCompany’s duty to notify that court has ended restrictions
- 790FFailure by company to comply with information duties
- Duty on others
- 790GDuty to notify company on becoming PSC
- 790HDuty to notify company of changes in PSC information
- 790HADuty to notify company of ceasing to be a PSC
- Compliance
- 790IEnforcement of disclosure requirements
- Power to impose further duties
- 790IAPower to impose further duties involving nominee shareholders
- Exemption from information and registration requirements
- 790JPower to make exemptions
- Required particulars
- 790KRequired particulars
- 790LRequired particulars: power to amend
- Chapter 2A: Duty to notify registrar of persons with significant control and ID verification
- Duty to notify registrar of persons with significant control
- 790LADuty to notify registrar of confirmed persons with significant control
- 790LBOption to provide ID verification information in notice of change
- 790LCDuty to notify registrar of unconfirmed persons with significant control
- Duty to notify registrar of changes in required particulars
- 790LDDuties to notify of changes in required particulars
- 790LEDuty to notify of pre-incorporation changes in required particulars
- Duty to notify registrar of person ceasing to be person with significant control etc
- 790LFDuty to notify registrar when person ceases to have significant control
- 790LGNotification of someone not becoming person with significant control on incorporation
- 790LHDuty to notify registrar if company has no persons with significant control
- 790LIPower to create further duties to notify information
- 790LJPersons with significant control: offence of failure to notify
- 790LKPower of court to order company to remedy defaults or delay
- 790LLInformation as to whether information has been delivered
- Identity verification obligations for persons with significant control
- 790LMInitial identity verification: registrable persons
- 790LNInitial identity verification for registrable persons: transitional cases
- 790LOInitial identity verification: registrable relevant legal entities
- 790LPInitial identity verification in respect of registrable relevant legal entities: transitional cases
- 790LQRegistrable persons: duty to maintain verified identity status
- 790LRRegistrable relevant legal entities: duty to maintain registered officer whose identity is verified
- 790LSRegistrable relevant legal entities: change of registered relevant officer
- 790LTOffence of failing to comply with sections 790LM to 790LR
- Chapter 3: Register of people with significant control Repealed
- 790MDuty to keep register Repealed
- 790NRegister to be kept available for inspection Repealed
- 790ORights to inspect and require copies Repealed
- 790PPSC register: response to request for inspection or copy Repealed
- 790QPSC register: refusal of inspection or default in providing copy Repealed
- 790RPSC register: offences in connection with request for or disclosure of information Repealed
- 790SInformation as to state of register Repealed
- 790TProtected information Repealed
- 790URemoval of entries from the register Repealed
- 790VPower of court to rectify register Repealed
- 790VANotification of changes to the registrar Repealed
- Chapter 4: Alternative method of record-keeping
- 790WIntroductory Repealed
- 790XRight to make an election Repealed
- 790YEffective date of election Repealed
- 790ZEffect of election on obligations under Chapter 3 Repealed
- 790ZADuty to notify registrar of changes Repealed
- 790ZBInformation as to state of central register Repealed
- 790ZCPower of court to order company to remedy default or delay Repealed
- 790ZDWithdrawing the election Repealed
- 790ZEPower to extend option to public companies Repealed
- Chapter 5: Protection from disclosure
- 790ZFProtection of information as to usual residential address
- 790ZGPower to make regulations protecting material
- 790ZHOffence of failing to comply with regulations under section 790ZG
- Part 22: Information about interests in a company's shares
- Introductory
- 791Companies to which this Part applies
- 792Shares to which this Part applies
- Notice requiring information about interests in shares
- 793Notice by company requiring information about interests in its shares
- 794Notice requiring information: order imposing restrictions on shares
- 795Notice requiring information: offences
- 796Notice requiring information: persons exempted from obligation to comply
- Orders imposing restrictions on shares
- 797Consequences of order imposing restrictions
- 798Penalty for attempted evasion of restrictions
- 799Relaxation of restrictions
- 800Removal of restrictions
- 801Order for sale of shares
- 802Application of proceeds of sale under court order
- Power of members to require company to act
- 803Power of members to require company to act
- 804Duty of company to comply with requirement
- 805Report to members on outcome of investigation
- 806Report to members: offences
- 807Right to inspect and request copy of reports
- Register of interests disclosed
- 808Register of interests disclosed
- 809Register to be kept available for inspection
- 810Associated index
- 811Rights to inspect and require copy of entries
- 812Court supervision of purpose for which rights may be exercised
- 813Register of interests disclosed: refusal of inspection or default in providing copy
- 814Register of interests disclosed: offences in connection with request for or disclosure of information
- 815Entries not to be removed from register
- 816Removal of entries from register: old entries
- 817Removal of entries from register: incorrect entry relating to third party
- 818Adjustment of entry relating to share acquisition agreement
- 819Duty of company ceasing to be public company
- Meaning of interest in shares
- 820Interest in shares: general
- 821Interest in shares: right to subscribe for shares
- 822Interest in shares: family interests
- 823Interest in shares: corporate interests
- 824Interest in shares: agreement to acquire interests in a particular company
- 825Extent of obligation in case of share acquisition agreement
- Other supplementary provisions
- 826Information protected from wider disclosure
- 827Reckoning of periods for fulfilling obligations
- 828Power to make further provision by regulations
- Part 23: Distributions
- Chapter 1: Restrictions on when distributions may be made
- Introductory
- 829Meaning of “distribution”
- General rules
- 830Distributions to be made only out of profits available for the purpose
- 831Net asset restriction on distributions by public companies
- Distributions by investment companies or Solvency 2 insurance companies
- 832Distributions by investment companies out of accumulated revenue profits
- 833Meaning of “investment company”
- 833ADistributions by insurance companies authorised under the Solvency 2 Directive
- 834Investment company: condition as to holdings in other companies Repealed
- 835Power to extend provisions relating to investment companies Repealed
- Chapter 2: Justification of distribution by reference to accounts
- Justification of distribution by reference to accounts
- 836Justification of distribution by reference to relevant accounts
- Requirements applicable in relation to relevant accounts
- 837Requirements where last annual accounts used
- 838Requirements where interim accounts used
- 839Requirements where initial accounts used
- Application of provisions to successive distributions etc
- 840Successive distributions etc by reference to the same accounts
- Chapter 3: Supplementary provisions
- Accounting matters
- 841Realised losses and profits and revaluation of fixed assets
- 842Determination of profit or loss in respect of asset where records incomplete
- 843Realised profits and losses of long-term insurance business of certain insurance companies
- 844Treatment of development costs
- Distributions in kind
- 845Distributions in kind: determination of amount
- 846Distributions in kind: treatment of unrealised profits
- Consequences of unlawful distribution
- 847Consequences of unlawful distribution
- Other matters
- 848Saving for certain older provisions in articles
- 849Restriction on application of unrealised profits
- 850Treatment of certain older profits or losses
- 851Application of rules of law restricting distributions
- 852Saving for other restrictions on distributions
- 853Minor definitions
- Part 24: Annual confirmation of accuracy of information on register
- 853ADuty to deliver confirmation statements
- 853BDuties to notify a relevant event
- 853BADuty to confirm lawful purpose
- 853CDuty to notify a change in company's principal business activities
- 853CADuty to notify a change in registered office
- 853CBDuty to notify a change in registered email address
- 853DDuty to deliver statement of capital
- 853EDuty to notify trading status of shares
- 853FDuty to deliver shareholder information: non-traded companies
- 853GDuty to deliver shareholder information: certain traded companies
- 853HDuty to deliver information about exemption from Part 21A
- 853IDuty to deliver information about people with significant control Repealed
- 853JPower to amend duties to deliver certain information
- 853KConfirmation statements: power to make further provision by regulations
- 853LFailure to deliver confirmation statement
- 854Duty to deliver annual returns Repealed
- 855Contents of annual return: general Repealed
- 855ARequired particulars of directors and secretaries Repealed
- 856Contents of annual return: information about shares and share capital Repealed
- 856AContents of annual return: information about shareholders: non-traded companies Repealed
- 856BContents of annual return: information about shareholders: certain traded companies Repealed
- 857Contents of annual return: power to make further provision by regulations Repealed
- 858Failure to deliver annual return Repealed
- 859Application of provisions to shadow directors Repealed
- Part 25: Company charges
- Chapter A1: Registration of company charges
- Company charges
- 859ACharges created by a company
- 859BCharge in series of debentures
- 859CCharges existing on property or undertaking acquired
- 859DParticulars to be delivered to registrar
- 859EDate of creation of charge
- 859FExtension of period allowed for delivery
- 859GPersonal information etc in certified copies
- Consequence of non-delivery
- 859HConsequence of failure to deliver charges
- The register
- 859IEntries on the register
- 859JCompany holding property or undertaking as trustee
- 859KRegistration of enforcement of security
- 859LEntries of satisfaction and release
- 859MRectification of register
- 859NReplacement of instrument or debenture
- 859ONotification of addition to or amendment of charge
- Companies' records and registers
- 859PCompanies to keep copies of instruments creating and amending charges
- 859QInstruments creating charges to be available for inspection
- Chapter 1: Companies registered in England and Wales or in Northern Ireland
- Requirement to register company charges
- 860Charges created by a company
- 861Charges which have to be registered: supplementary
- 862Charges existing on property acquired
- Special rules about debentures
- 863Charge in series of debentures
- 864Additional registration requirement for commission etc in relation to debentures
- 865Endorsement of certificate on debentures
- Charges in other jurisdictions
- 866Charges created in, or over property in, jurisdictions outside the United Kingdom
- 867Charges created in, or over property in, another United Kingdom jurisdiction
- Orders charging land: Northern Ireland
- 868Northern Ireland: registration of certain charges etc. affecting land
- The register of charges
- 869Register of charges to be kept by registrar
- 870The period allowed for registration
- 871Registration of enforcement of security
- 872Entries of satisfaction and release
- 873Rectification of register of charges
- Avoidance of certain charges
- 874Consequence of failure to register charges created by a company
- Companies' records and registers
- 875Companies to keep copies of instruments creating charges
- 876Company's register of charges
- 877Instruments creating charges and register of charges to be available for inspection
- Chapter 2: Companies registered in Scotland
- Charges requiring registration
- 878Charges created by a company
- 879Charges which have to be registered: supplementary
- 880Duty to register charges existing on property acquired
- 881Charge by way of ex facie absolute disposition, etc
- Special rules about debentures
- 882Charge in series of debentures
- 883Additional registration requirement for commission etc in relation to debentures
- Charges on property outside the United Kingdom
- 884Charges on property outside United Kingdom
- The register of charges
- 885Register of charges to be kept by registrar
- 886The period allowed for registration
- 887Entries of satisfaction and relief
- 888Rectification of register of charges
- Avoidance of certain charges
- 889Charges void unless registered
- Companies' records and registers
- 890Copies of instruments creating charges to be kept by company
- 891Company's register of charges
- 892Instruments creating charges and register of charges to be available for inspection
- Chapter 3: Powers of the Secretary of State
- 893Power to make provision for effect of registration in special register
- 894General power to make amendments to this Part
- Part 26: Arrangements and reconstructions: general
- Application of this Part
- 895Application of this Part
- Meeting of creditors or members
- 896Court order for holding of meeting
- 897Statement to be circulated or made available
- 898Duty of directors and trustees to provide information
- Court sanction for compromise or arrangement
- 899Court sanction for compromise or arrangement
- Special cases
- 899AMoratorium debts, etc
- Reconstructions and amalgamations
- 900Powers of court to facilitate reconstruction or amalgamation
- Obligations of company with respect to articles etc
- 901Obligations of company with respect to articles etc
- Part 26A: Arrangements and reconstructions: companies in financial difficulty
- Application of this Part
- 901AApplication of this Part
- 901BPower to exclude companies providing financial services, etc
- Meeting of creditors or members
- 901CCourt order for holding of meeting
- 901DStatement to be circulated or made available
- 901EDuty of directors and trustees to provide information
- Court sanction for compromise or arrangement
- 901FCourt sanction for compromise or arrangement
- 901GSanction for compromise or arrangement where one or more classes dissent
- Special cases
- 901HMoratorium debts, etc
- 901IPension schemes
- Reconstructions and amalgamations
- 901JPowers of court to facilitate reconstruction or amalgamation
- Obligations of company with respect to articles etc
- 901KObligations of company with respect to articles etc
- Power to amend Act
- 901LPower to amend Act
- Part 27: Mergers and divisions of public companies
- Chapter 1: Introductory
- 902Application of this Part
- 903Relationship of this Part to Parts 26 and 26A
- Chapter 2: Merger
- Introductory
- 904Mergers and merging companies
- Requirements applicable to merger
- 905Draft terms of scheme (merger)
- 906Publication of draft terms by registrar(merger)
- 906APublication of draft terms on company website (merger)
- 907Approval of members of merging companies
- 908Directors' explanatory report (merger)
- 909Expert's report (merger)
- 910Supplementary accounting statement (merger)
- 911Inspection of documents (merger)
- 911APublication of documents on company website (merger)
- 911BReport on material changes of assets of merging companies
- 912Approval of articles of new transferee company (merger)
- 913Protection of holders of securities to which special rights attached (merger)
- 914No allotment of shares to transferor company or its nominee (merger)
- Exceptions where shares of transferor company held by transferee company
- 915Circumstances in which certain particulars and reports not required (merger)
- 915AOther circumstances in which reports and inspection not required (merger)
- 916Circumstances in which meeting of members of transferee company not required (merger)
- 917Circumstances in which no meetings required (merger)
- Other exceptions
- 917AOther circumstances in which meeting of members of transferor company not required (merger)
- 918Other circumstances in which meeting of members of transferee company not required (merger)
- 918AAgreement to dispense with reports etc (merger)
- Chapter 3: Division
- Introductory
- 919Divisions and companies involved in a division
- Requirements to be complied with in case of division
- 920Draft terms of scheme (division)
- 921Publication of draft terms by registrar(division)
- 921APublication of draft terms on company website (division)
- 922Approval of members of companies involved in the division
- 923Directors' explanatory report (division)
- 924Expert's report (division)
- 925Supplementary accounting statement (division)
- 926Inspection of documents (division)
- 926APublication of documents on company website (division)
- 927Report on material changes of assets of transferor company (division)
- 928Approval of articles of new transferee company (division)
- 929Protection of holders of securities to which special rights attached (division)
- 930No allotment of shares to transferor company or its nominee (division)
- Exceptions where shares of transferor company held by transferee company
- 931Circumstances in which meeting of members of transferor company not required (division)
- Other exceptions
- 931AOther circumstances in which meeting of members of transferor company not required (division)
- 932Circumstances in which meeting of members of transferee company not required (division)
- 933Agreement to dispense with reports etc (division)
- 933ACertain requirements excluded where shareholders given proportional rights (division)
- 934Power of court to exclude certain requirements (division)
- Chapter 4: Supplementary provisions
- Expert's report and related matters
- 935Expert's report: valuation by another person
- 936Experts and valuers: independence requirement
- 937Experts and valuers: meaning of “associate”
- Powers of the court
- 938Power of court to summon meeting of members or creditors of existing transferee company
- 939Court to fix date for transfer of undertaking etc of transferor company
- Liability of transferee companies
- 940Liability of transferee companies for each other's defaults
- Disruption of websites
- 940ADisregard of website failures beyond control of company
- Interpretation
- 941Meaning of “liabilities” and “property”
- Part 28: Takeovers etc
- Chapter 1: The Takeover Panel
- The Panel and its rules
- 942The Panel
- 943Rules
- 944Further provisions about rules
- 945Rulings
- 946Directions
- Information
- 947Power to require documents and information
- 948Restrictions on disclosure
- 949Offence of disclosure in contravention of section 948
- Co-operation
- 950Panel's duty of co-operation
- Hearings and appeals
- 951Hearings and appeals
- Contravention of rules etc
- 952Sanctions
- 953Failure to comply with rules about bid documentation
- 954Compensation
- 955Enforcement by the court
- 956No action for breach of statutory duty etc
- Funding
- 957Fees and charges
- 958Levy
- 959Recovery of fees, charges or levy
- Miscellaneous and supplementary
- 960Panel as party to proceedings
- 961Exemption from liability in damages
- 962Privilege against self-incrimination
- 963Annual reports
- 964Amendments to Financial Services and Markets Act 2000
- 965Power to extend to Isle of Man and Channel Islands
- Chapter 2: Impediments to takeovers
- Opting in and opting out
- 966Opting in and opting out
- 967Further provision about opting-in and opting-out resolutions
- Consequences of opting in
- 968Effect on contractual restrictions
- 969Power of offeror to require general meeting to be called
- Supplementary
- 970Communication of decisions
- 971Interpretation of this Chapter
- 972Transitory provision
- 973Power to extend to Isle of Man and Channel Islands
- Chapter 3: “Squeeze-out” and “Sell-out”
- Takeover offers
- 974Meaning of “takeover offer”
- 975Shares already held by the offeror etc
- 976Cases where offer treated as being on same terms
- 977Shares to which an offer relates
- 978Effect of impossibility etc of communicating or accepting offer
- “Squeeze-out”
- 979Right of offeror to buy out minority shareholder
- 980Further provision about notices given under section 979
- 981Effect of notice under section 979
- 982Further provision about consideration held on trust under section 981(9)
- “Sell-out”
- 983Right of minority shareholder to be bought out by offeror
- 984Further provision about rights conferred by section 983
- 985Effect of requirement under section 983
- Supplementary
- 986Applications to the court
- 987Joint offers
- Interpretation
- 988Associates
- 989Convertible securities
- 990Debentures carrying voting rights
- 991Interpretation
- Chapter 4: Amendments to Part 7 of the Companies Act 1985
- 992Matters to be dealt with in directors' report
- Part 29: Fraudulent trading
- 993Offence of fraudulent trading
- Part 30: Protection of members against unfair prejudice
- Main provisions
- 994Petition by company member
- 995Petition by Secretary of State
- 996Powers of the court under this Part
- Supplementary provisions
- 997Application of general rule-making powers
- 998Copy of order affecting company's constitution to be delivered to registrar
- 999Supplementary provisions where company's constitution altered
- Part 31: Dissolution and restoration to the register
- Chapter 1: Striking off
- Registrar's power to strike off defunct company
- 1000Power to strike off company not carrying on business or in operation
- 1001Duty to act in case of company being wound up
- 1002Supplementary provisions as to service of communication or notice
- Registrar’s power to strike off company registered on false basis
- 1002APower to strike off company registered on false basis
- Voluntary striking off
- 1003Striking off on application by company
- 1004Circumstances in which application not to be made: activities of company
- 1005Circumstances in which application not to be made: other proceedings not concluded
- 1006Copy of application to be given to members, employees, etc
- 1007Copy of application to be given to new members, employees, etc
- 1008Copy of application: provisions as to service of documents
- 1009Circumstances in which application to be withdrawn
- 1010Withdrawal of application
- 1011Meaning of “creditor”
- Chapter 2: Property of dissolved company
- Property vesting as bona vacantia
- 1012Property of dissolved company to be bona vacantia
- 1013Crown disclaimer of property vesting as bona vacantia
- 1014Effect of Crown disclaimer
- Effect of Crown disclaimer: England and Wales and Northern Ireland
- 1015General effect of disclaimer
- 1016Disclaimer of leaseholds
- 1017Power of court to make vesting order
- 1018Protection of persons holding under a lease
- 1019Land subject to rentcharge
- Effect of Crown disclaimer: Scotland
- 1020General effect of disclaimer
- 1021Power of court to make vesting order
- 1022Protection of persons holding under a lease
- Supplementary provisions
- 1023Liability for rentcharge on company's land after dissolution
- Chapter 3: Restoration to the register
- Administrative restoration to the register
- 1024Application for administrative restoration to the register
- 1025Requirements for administrative restoration
- 1026Application to be accompanied by statement of compliance
- 1027Registrar's decision on application for administrative restoration
- 1028Effect of administrative restoration
- 1028AAdministrative restoration of company with share warrants
- Restoration to the register by the court
- 1029Application to court for restoration to the register
- 1030When application to the court may be made
- 1031Decision on application for restoration by the court
- 1032Effect of court order for restoration to the register
- 1032ARestoration by court of company with share warrants
- Supplementary provisions
- 1033Company's name on restoration
- 1034Effect of restoration to the register where property has vested as bona vacantia
- Part 32: Company investigations: amendments
- 1035Powers of Secretary of State to give directions to inspectors
- 1036Resignation, removal and replacement of inspectors
- 1037Power to obtain information from former inspectors etc
- 1038Power to require production of documents
- 1039Disqualification orders: consequential amendments Repealed
- Part 33: UK companies not formed under companies legislation
- Chapter 1: Companies not formed under companies legislation but authorised to register
- 1040Companies authorised to register under this Act
- 1041Definition of “joint stock company”
- 1042Power to make provision by regulations
- Chapter 2: Unregistered companies
- 1043Unregistered companies
- Part 34: Overseas companies
- Introductory
- 1044Overseas companies
- 1045Company contracts and execution of documents by companies
- Registration of particulars
- 1046Duty to register particulars
- 1047Registered name of overseas company
- 1048Registration under alternative name
- 1048ARegistered addresses of an overseas company
- 1048BIdentity verification of directors
- Other requirements
- 1049Accounts and reports: general
- 1050Accounts and reports: credit or financial institutions
- 1051Trading disclosures
- 1052Company charges
- 1053Other returns etc
- Supplementary
- 1054Offences
- 1055Disclosure of individual's residential address: protection from disclosure
- 1056Requirement to identify persons authorised to accept service of documents
- 1057Registrar to whom returns, notices etc to be delivered
- 1058Duty to give notice of ceasing to have registrable presence
- 1059Application of provisions in case of relocation of branch
- Part 35: The registrar of companies
- Chapter
- Scheme of this Part
- 1059AScheme of this Part
- The registrar
- 1060The registrar
- 1061The registrar's functions
- 1062The registrar's official seal
- 1062AAnalysis of information for the purposes of crime prevention or detection
- 1063Fees payable to registrar
- Certificates of incorporation
- 1064Public notice of issue of certificate of incorporation
- 1065Right to certificate of incorporation
- Registered numbers
- 1066Company's registered numbers
- 1067Registered numbers of UK establishments of overseas company
- Who may deliver documents to the registrar
- 1067ADelivery of documents: identity verification requirements etc
- 1067BDisqualification from delivering documents
- Delivery of documents to the registrar
- 1068Registrar's requirements as to form, authentication and manner of delivery
- 1068ARegistrar’s rules requiring documents to be delivered together
- 1069Power to require delivery by electronic means Repealed
- 1070Agreement for delivery by electronic means
- 1071Document not delivered until received
- Requirements for proper delivery
- 1072Requirements for proper delivery
- 1073Power to accept documents not meeting requirements for proper delivery
- 1073APower to reject documents for discrepancies
- 1074Documents containing unnecessary material
- 1075Informal correction of document Repealed
- 1076Replacement of document not meeting requirements for proper delivery
- Public notice of receipt of certain documents
- 1077Public notice of receipt of certain documents
- 1078Enhanced disclosure documents
- 1079Effect of failure to give public notice
- 1079AProvision of information for publication on European e-Justice portal Repealed
- Notice of receipt of documents about new directors
- 1079BDuty to notify directors
- The register
- 1080The register
- 1081Annotation of the register
- 1081ARegistrar’s objectives to promote integrity of registers etc
- 1082Allocation of unique identifiers
- 1083Preservation of original documents
- 1084Records relating to companies that have been dissolved etc
- 1084ARecording of optional information on register
- Inspection etc of the register
- 1085Inspection of the register
- 1086Right to copy of material on the register
- 1087Material not available for public inspection
- 1087ZARequired particulars available for public inspection for limited period Repealed
- 1087AProtection of date of birth information
- 1087BProtection of date of birth information in old documents
- 1087CDisclosure of date of birth information
- 1088Power to make regulations protecting material
- 1089Form of application for inspection or copy
- 1090Form and manner in which copies to be provided
- 1091Certification of copies as accurate
- 1092Issue of process for production of records kept by the registrar
- Additional information
- 1092APower to require information
- 1092BOffence relating to provision of information
- 1092CPrivilege against self-incrimination
- Correction or removal of material on the register
- 1093Registrar's notice to resolve inconsistency ...
- 1094Removal of material from the register
- 1094AFurther provision about removal of material from the register
- 1094ABPower of court to make consequential orders following removal
- 1095Rectification of register on application to registrar Repealed
- 1095ARectification of register to resolve a discrepancy Repealed
- 1096Rectification of the register under court order
- 1097Powers of court on ordering removal of material from the register
- 1097ARectification of register relating to company registered office
- 1097BRectification of register: service addresses
- 1097CRectification of register: principal office addresses
- 1098Public notice of removal of certain material from the register
- Authorised corporate service providers
- 1098AMeaning of “authorised corporate service provider”
- 1098BApplication to become authorised corporate service provider
- 1098CThe required information about an applicant
- 1098DDelivery of applications under section 1098B on behalf of a firm
- 1098EUpdating duties of authorised corporate service providers
- 1098FCeasing to be an authorised corporate service provider
- 1098GPower to impose duties to provide information
- 1098HPower to enable authorisation of foreign corporate service providers
- The registrar's index of company names
- 1099The registrar's index of company names
- 1100Right to inspect index
- 1101Power to amend enactments relating to bodies other than companies
- Language requirements: translation
- 1102Application of language requirements
- 1103Documents to be drawn up and delivered in English
- 1104Documents relating to Welsh companies
- 1105Documents that may be drawn up and delivered in other languages
- 1106Voluntary filing of translations
- 1107Certified translations
- Language requirements: transliteration
- 1108Transliteration of names and addresses: permitted characters
- 1109Transliteration of names and addresses: voluntary transliteration into Roman characters
- 1110Transliteration of names and addresses: certification
- Identity verification
- 1110AMeaning of “identity is verified”
- 1110BVerification requirements
- 1110CIdentity verification: exemption on national security grounds etc
- Discrepancy reporting
- 1110DPower to require businesses to report discrepancies
- Disclosure of information
- 1110EDisclosure to the registrar
- 1110FDisclosure by the registrar
- 1110GDisclosure: supplementary
- Supplementary provisions
- 1111Registrar's requirements as to certification or verification
- 1112False statements: basic offence
- 1112AFalse statements: aggravated offence
- 1112BFalse statements offences: national security etc defence
- 1113Enforcement of company's filing obligations
- 1114Application of provisions about documents and delivery
- 1115Supplementary provisions relating to electronic communications
- 1116Alternative to publication in the Gazette
- 1117Registrar's rules
- 1118Payments into the Consolidated Fund
- 1119Contracting out of registrar's functions
- 1120Application of this Part to overseas companies Repealed
- Part 36: Offences under the Companies Acts and financial penalties
- Liability of officer in default
- 1121Liability of officer in default
- 1122Liability of company as officer in default
- 1123Application to bodies other than companies
- Offences under the Companies Act 1985
- 1124Amendments of the Companies Act 1985
- General provisions
- 1125Meaning of “daily default fine”
- 1126Consents required for certain prosecutions
- 1127Summary proceedings: venue
- 1128Summary proceedings: time limit for proceedings
- 1129Legal professional privilege
- 1130Proceedings against unincorporated bodies
- 1131Imprisonment on summary conviction in England and Wales: transitory provision
- Production and inspection of documents
- 1132Production and inspection of documents where offence suspected
- Financial penalties
- 1132APower to make provision for financial penalties
- Supplementary
- 1133Transitional provision
- Part 37: Companies: supplementary provisions
- Company records
- 1134Meaning of “company records”
- 1135Form of company records
- 1136Regulations about where certain company records to be kept available for inspection
- 1137Regulations about inspection of records and provision of copies
- 1138Duty to take precautions against falsification
- Service addresses
- 1139Service of documents on company
- 1140Service of documents on directors, secretaries and others
- 1141Service addresses
- 1142Requirement to give service address
- Sending or supplying documents or information
- 1143The company communications provisions
- 1144Sending or supplying documents or information
- 1145Right to hard copy version
- 1146Requirement of authentication
- 1147Deemed delivery of documents and information
- 1148Interpretation of company communications provisions
- Requirements as to independent valuation
- 1149Application of valuation requirements
- 1150Valuation by qualified independent person
- 1151The independence requirement
- 1152Meaning of “associate”
- 1153Valuer entitled to full disclosure
- Notice of appointment of certain officers
- 1154Duty to notify registrar of certain appointments etc
- 1155Offence of failure to give notice
- Courts and legal proceedings
- 1156Meaning of “the court”
- 1157Power of court to grant relief in certain cases
- Part 38: Companies: interpretation
- Meaning of “UK-registered company”
- 1158Meaning of “UK-registered company”
- Meaning of “subsidiary” and related expressions
- 1159Meaning of “subsidiary” etc
- 1160Meaning of “subsidiary” etc: power to amend
- Meaning of “undertaking” and related expressions
- 1161Meaning of “undertaking” and related expressions
- 1162Parent and subsidiary undertakings
- Other definitions
- 1163“Non-cash asset”
- 1164Meaning of “banking company” and “banking group”
- 1165Meaning of “insurance company” and related expressions
- 1166“Employees' share scheme”
- 1167Meaning of “prescribed”
- 1168Hard copy and electronic form and related expressions
- 1169Dormant companies
- 1170Meaning of “EEA State” and related expressions
- 1170AReceiver or manager and certain related references
- 1170BMeaning of “contributory”
- 1171The former Companies Acts
- General
- 1172References to requirements of this Act
- 1173Minor definitions: general
- 1174Index of defined expressions
- Part 39: Companies: minor amendments
- 1175Removal of special provisions about accounts and audit of charitable companies Repealed
- 1176Power of Secretary of State to bring civil proceedings on company's behalf
- 1177Repeal of certain provisions about company directors
- 1178Repeal of requirement that certain companies publish periodical statement
- 1179Repeal of requirement that Secretary of State prepare annual report
- 1180Repeal of certain provisions about company charges
- 1181Access to constitutional documents of RTE and RTM companies
- Part 40: Company directors: foreign disqualification etc
- Introductory
- 1182Persons subject to foreign restrictions
- 1183Meaning of “the court” and “UK company”
- Power to disqualify
- 1184Disqualification of persons subject to foreign restrictions
- 1185Disqualification regulations: supplementary
- 1186Offence of breach of disqualification
- Power to make persons liable for company's debts
- 1187Personal liability for debts of company
- Power to require statements to be sent to the registrar of companies
- 1188Statements from persons subject to foreign restrictions
- 1189Statements from persons disqualified Repealed
- 1190Statements: whether to be made public
- 1191Offences
- Part 41: Business names
- Chapter 1: Restricted or prohibited names
- Introductory
- 1192Application of this Chapter
- Sensitive words or expressions
- 1193Name suggesting connection with government or public authority
- 1194Other sensitive words or expressions
- 1195Requirement to seek comments of government department or other relevant body
- 1196Withdrawal of Secretary of State's approval
- 1196ANames suggesting connection with foreign governments etc
- Misleading names
- 1197Name containing inappropriate indication of company type or legal form
- 1198Name giving misleading indication of activities
- Restrictions where a company has been required to change a name
- 1198AName that a company has been required to change
- 1198BName that another company has been required to change
- Supplementary
- 1199Savings for existing lawful business names
- 1199AExceptions based on national security etc
- Chapter 2: Disclosure required in case of individual or partnership
- Introductory
- 1200Application of this Chapter
- 1201Information required to be disclosed
- Disclosure requirements
- 1202Disclosure required: business documents etc
- 1203Exemption for large partnerships if certain conditions met
- 1204Disclosure required: business premises
- Consequences of failure to make required disclosure
- 1205Criminal consequences of failure to make required disclosure
- 1206Civil consequences of failure to make required disclosure
- Chapter 3: Supplementary
- 1207Application of general provisions about offences
- 1208Interpretation
- Part 42: Statutory Auditors
- Chapter 1: Introductory
- 1209Main purposes of Part
- 1210Meaning of “statutory auditor” etc
- 1211Eligibility for appointment as a statutory auditor: overview
- Chapter 2: Individuals and firms
- Eligibility for appointment
- 1212Individuals and firms: eligibility for appointment as a statutory auditor
- 1213Effect of ineligibility
- Independence requirement
- 1214Independence requirement
- 1215Effect of lack of independence
- Effect of appointment of a partnership
- 1216Effect of appointment of a partnership
- Supervisory bodies
- 1217Supervisory bodies
- 1218Exemption from liability for damages
- Professional qualifications
- 1219Appropriate qualifications
- 1220Qualifying bodies and recognised professional qualifications
- 1221Approval of third country qualifications
- 1222Eligibility of individuals retaining only 1967 Act authorisation
- Information
- 1223Matters to be notified to the Secretary of State
- 1223ZAMatters to be notified to the competent authority
- 1223ANotification of matters relevant to approved third country competent authorities
- 1224The Secretary of State's power to call for information
- 1224ZAThe competent authority’s power to call for information
- 1224ARestrictions on disclosure
- 1224BOffence of disclosure in contravention of section 1224A
- Enforcement
- 1225Enforcement: general
- 1225ADirections: general
- 1225BDirections: supplementary
- 1225CCompliance orders
- 1225DFinancial penalties: general
- 1225EFinancial penalties: supplementary
- 1225FAppeals against financial penalties
- 1225GRecovery of financial penalties
- Chapter 3: Auditors General
- Eligibility for appointment
- 1226Auditors General: eligibility for appointment as a statutory auditor
- Conduct of audits
- 1227Individuals responsible for audit work on behalf of Auditors General
- The Independent Supervisor
- 1228Appointment of the Independent Supervisor
- Supervision of Auditors General
- 1229Supervision of Auditors General by the Independent Supervisor
- 1230Duties of Auditors General in relation to supervision arrangements
- Reporting requirement
- 1231Reports by the Independent Supervisor
- Information
- 1232Matters to be notified to the Independent Supervisor
- 1233The Independent Supervisor's power to call for information
- Enforcement
- 1234Suspension notices
- 1235Effect of suspension notices
- 1236Compliance orders
- Proceedings
- 1237Proceedings involving the Independent Supervisor
- Grants
- 1238Grants to the Independent Supervisor
- Chapter 4: The register of auditors etc
- 1239The register of auditors
- 1240Information to be made available to public
- Chapter 4A: Equivalent Third Countries and Transitional Third Countries
- 1240APower to approve third countries as equivalent or transitional third countries
- Chapter 4B: Approved Third Country Competent Authorities
- 1240BPower to approve third country competent authorities
- Chapter 5: Registered third country auditors
- Introductory
- 1241Meaning of “registered third country auditor” and “UK-traded third country company”
- Duties
- 1242Duties of registered third country auditors
- Information
- 1243Matters to be notified to the Secretary of State
- 1244The Secretary of State's power to call for information
- Enforcement
- 1245Compliance orders
- 1246Removal of third country auditors from the register of auditors
- 1247Grants to bodies concerned with arrangements under Schedule 12
- Chapter 6: Supplementary and general
- Power to require second company audit
- 1248Secretary of State's power to require second audit of a company
- 1249Supplementary provision about second audits
- False and misleading statements
- 1250Misleading, false and deceptive statements
- Fees
- 1251Fees
- Duty of Secretary of State to report on inspections
- 1251ADuty of the Secretary of State to report on inspections
- Delegation of Secretary of State's functions
- 1252Delegation of the Secretary of State's functions
- 1253Delegation of functions to an existing body
- Cooperation with foreign competent authorities
- 1253ARequests to foreign competent authorities
- 1253BRequests from approved third country competent authorities
- 1253CNotification to approved third country competent authorities...
- Transfer of papers to third countries
- 1253DRestriction on transfer of audit working papers to third countries
- 1253DATransfer by Secretary of State
- 1253DBTransfer by statutory auditor with approval of Secretary of State
- 1253DCTransfer by statutory auditor for purposes of investigation of auditor
- 1253DDAgreement of third country competent authority
- 1253DETransfer by means of inspection
- 1253EWorking arrangements for transfer of papers
- 1253FPublication of working arrangements
- International obligations
- 1254Directions to comply with international obligations
- General provision relating to offences
- 1255Offences by bodies corporate, partnerships and unincorporated associations
- 1256Time limits for prosecution of offences
- 1257Jurisdiction and procedure in respect of offences
- Notices etc
- 1258Service of notices
- 1259Documents in electronic form
- Interpretation
- 1260Meaning of “associate”
- 1261Minor definitions
- 1262Index of defined expressions
- Miscellaneous and general
- 1263Power to make provision in consequence of changes affecting accountancy bodies
- 1264Consequential amendments
- Part 43: Transparency obligations and related matters
- Introductory
- 1265The transparency obligations directive
- Transparency obligations
- 1266Transparency rules
- 1267Competent authority's power to call for information
- 1268Powers exercisable in case of infringement of transparency obligation
- Other matters
- 1269Corporate governance rules
- 1270Liability for false or misleading statements in certain publications
- 1271Exercise of powers where UK is host member State
- 1272Transparency obligations and related matters: minor and consequential amendments
- 1273Corporate governance regulations Repealed
- Part 44: Miscellaneous provisions
- Regulation of actuaries etc
- 1274Grants to bodies concerned with actuarial standards etc
- 1275Levy to pay expenses of bodies concerned with actuarial standards etc
- 1276Application of provisions to Scotland and Northern Ireland
- Information as to exercise of voting rights by institutional investors
- 1277Power to require information about exercise of voting rights
- 1278Institutions to which information provisions apply
- 1279Shares to which information provisions apply
- 1280Obligations with respect to provision of information
- Disclosure of information under the Enterprise Act 2002
- 1281Disclosure of information under the Enterprise Act 2002
- Expenses of winding up
- 1282Payment of expenses of winding up
- Commonhold associations
- 1283Amendment of memorandum or articles of commonhold association
- Part 45: Northern Ireland
- 1284Extension of Companies Acts to Northern Ireland
- 1285Extension of GB enactments relating to UK Societas
- 1286Extension of GB enactments relating to certain other forms of business organisation
- 1287Extension of enactments relating to business names
- Part 46: General supplementary provisions
- Regulations and orders
- 1288Regulations and orders: statutory instrument
- 1289Regulations and orders: negative resolution procedure
- 1290Regulations and orders: affirmative resolution procedure
- 1291Regulations and orders: approval after being made
- 1292Regulations and orders: supplementary
- “Bank of England”
- 1292A“Bank of England”
- Meaning of “enactment”
- 1293Meaning of “enactment”
- Consequential and transitional provisions
- 1294Power to make consequential amendments etc
- 1295Repeals
- 1296Power to make transitional provision and savings
- 1297Continuity of the law
- Part 47: Final provisions
- 1298Short title
- 1299Extent
- 1300Commencement
- Schedule 1: Connected persons: references to an interest in shares or debentures
- Introduction
- 1Paragraph 1
- General provisions
- 2Paragraph 2
- Rights to acquire shares
- 3Paragraph 3
- Right to exercise or control exercise of rights
- 4Paragraph 4
- Bodies corporate
- 5Paragraph 5
- Trusts
- 6Paragraph 6
- Schedule 1A: References to people with significant control over a company
- Part 1: The specified conditions
- Introduction
- 1Paragraph 1
- Ownership of shares
- 2Paragraph 2
- Ownership of voting rights
- 3Paragraph 3
- Ownership of right to appoint or remove directors
- 4Paragraph 4
- Significant influence or control
- 5Paragraph 5
- Trusts, partnerships etc
- 6Paragraph 6
- Part 2: Holding an interest in a company etc
- Introduction
- 7Paragraph 7
- Holding an interest
- 8Paragraph 8
- Interests held through a legal entity
- 9Paragraph 9
- Part 3: Supplementary provision
- Introduction
- 10Paragraph 10
- Joint interests
- 11Paragraph 11
- Joint arrangements
- 12Paragraph 12
- Calculating shareholdings
- 13Paragraph 13
- Voting rights
- 14Paragraph 14
- 15Paragraph 15
- Rights to appoint or remove members of the board
- 16Paragraph 16
- 17Paragraph 17
- Shares or rights held “indirectly”
- 18Paragraph 18
- Shares held by nominees
- 19Paragraph 19
- Rights treated as held by person who controls their exercise
- 20Paragraph 20
- 21Paragraph 21
- Rights exercisable only in certain circumstances etc
- 22Paragraph 22
- Rights attached to shares held by way of security
- 23Paragraph 23
- Significant influence or control
- 24Paragraph 24
- Limited partnerships
- 25Paragraph 25
- Part 4: Power to amend thresholds etc
- 26Paragraph 26
- Schedule 1B: Enforcement of disclosure requirements
- Right to issue restrictions notice
- 1Paragraph 1
- Relevant interests
- 2Paragraph 2
- Effect of restrictions notice
- 3Paragraph 3
- Protection of third party rights
- 4Paragraph 4
- Breach of restrictions
- 5Paragraph 5
- 6Paragraph 6
- 7Paragraph 7
- Relaxation of restrictions
- 8Paragraph 8
- Orders for sale
- 9Paragraph 9
- 10Paragraph 10
- Company's power to withdraw restrictions notice
- 11Paragraph 11
- Supplementary provision
- 12Paragraph 12
- Offence of failing to comply with notices
- 13Paragraph 13
- Offence of failing to provide information
- 14Paragraph 14
- False statements: basic offence
- 14AParagraph 14A
- False statements: aggravated offence
- 14BParagraph 14B
- Schedule 1C: Rules of the Takeover Panel: general principles and other provision
- Part 1: General principles
- 1Paragraph 1
- 2Paragraph 2
- 3Paragraph 3
- 4Paragraph 4
- 5Paragraph 5
- 6Paragraph 6
- Part 2: Other provision
- Protection of minority shareholders, the mandatory takeover bid and the equitable price
- 7Paragraph 7
- 8Paragraph 8
- 9Paragraph 9
- 10Paragraph 10
- Information concerning takeover bids
- 11Paragraph 11
- 12Paragraph 12
- Time allowed for acceptance
- 13Paragraph 13
- 14Paragraph 14
- Disclosure
- 15Paragraph 15
- 16Paragraph 16
- Obligations of the board of directors of the offeree company
- 17Paragraph 17
- 18Paragraph 18
- Other rules applicable to the conduct of takeover bids
- 19Paragraph 19
- Interpretation
- 20Paragraph 20
- 21Paragraph 21
- Schedule 2: Specified persons, descriptions of disclosures etc for the purposes of section 948
- Part 1: SPECIFIED PERSONS
- Chapter: (A) UNITED KINGDOM
- 1Paragraph 1
- 2Paragraph 2
- 3Paragraph 3
- 4Paragraph 4
- 5Paragraph 5
- 6Paragraph 6
- 7Paragraph 7
- 8Paragraph 8
- 9Paragraph 9
- 10Paragraph 10
- 11Paragraph 11
- 12Paragraph 12
- Chapter: (B) JERSEY
- 1Paragraph 1
- 2Paragraph 2
- 3Paragraph 3
- 4Paragraph 4
- 5Paragraph 5
- 6Paragraph 6
- 7Paragraph 7
- 8Paragraph 8
- Chapter: (C) GUERNSEY
- 1Paragraph 1
- 2Paragraph 2
- 3Paragraph 3
- 4Paragraph 4
- 5Paragraph 5
- 6Paragraph 6
- 7Paragraph 7
- Chapter: (D) ISLE OF MAN
- 1Paragraph 1
- 2Paragraph 2
- 3Paragraph 3
- 4Paragraph 4
- 5Paragraph 5
- Part 2: SPECIFIED DESCRIPTIONS OF DISCLOSURES
- Chapter: (A) UNITED KINGDOM
- 1Paragraph 1
- 2Paragraph 2
- 3Paragraph 3
- 4Paragraph 4
- 5Paragraph 5
- 6Paragraph 6
- 7Paragraph 7
- 8Paragraph 8
- 9Paragraph 9
- 10Paragraph 10
- 11Paragraph 11
- 12Paragraph 12
- 13Paragraph 13
- 14Paragraph 14
- 15Paragraph 15
- 16Paragraph 16
- 17Paragraph 17
- 18Paragraph 18 Repealed
- 19Paragraph 19
- 20Paragraph 20
- 21Paragraph 21
- 22Paragraph 22
- 23Paragraph 23
- 24Paragraph 24
- 25Paragraph 25
- 26Paragraph 26 Repealed
- 27Paragraph 27
- 28Paragraph 28
- 29Paragraph 29
- 30Paragraph 30
- 31Paragraph 31
- 32Paragraph 32
- 33Paragraph 33
- 34Paragraph 34
- 35Paragraph 35
- 36Paragraph 36
- 36AParagraph 36A
- 37Paragraph 37
- 38Paragraph 38 Repealed
- 39Paragraph 39
- 40Paragraph 40
- 41Paragraph 41
- 42Paragraph 42
- 43Paragraph 43
- 44Paragraph 44
- 45Paragraph 45
- 46Paragraph 46
- 47Paragraph 47
- 48Paragraph 48
- 49Paragraph 49
- 50Paragraph 50
- 51Paragraph 51
- 52Paragraph 52
- 53Paragraph 53
- Chapter: (B) JERSEY
- 1Paragraph 1
- 2Paragraph 2
- 3Paragraph 3
- 4Paragraph 4
- 5Paragraph 5
- 6Paragraph 6
- 7Paragraph 7
- 8Paragraph 8
- 9Paragraph 9
- 10Paragraph 10
- 11Paragraph 11
- 12Paragraph 12
- 13Paragraph 13
- Chapter: (C) GUERNSEY
- 1Paragraph 1
- 2Paragraph 2
- 3Paragraph 3
- 4Paragraph 4
- 5Paragraph 5
- 6Paragraph 6
- 7Paragraph 7
- 8Paragraph 8
- Chapter: (D) ISLE OF MAN
- 1Paragraph 1
- 2Paragraph 2
- 3Paragraph 3
- 4Paragraph 4
- 5Paragraph 5
- 6Paragraph 6
- 7Paragraph 7
- 8Paragraph 8
- 9Paragraph 9
- 10Paragraph 10
- 11Paragraph 11
- 12Paragraph 12
- 13Paragraph 13
- 14Paragraph 14
- 15Paragraph 15
- 16Paragraph 16
- 17Paragraph 17
- Chapter: (E) GENERAL
- 1Paragraph 1
- 2Paragraph 2
- 3Paragraph 3
- 4Paragraph 4
- 5Paragraph 5 Repealed
- Part 3: OVERSEAS REGULATORY BODIES
- 1Paragraph 1
- 2Paragraph 2
- Schedule 3: Amendments of remaining provisions of the Companies Act 1985 relating to offences
- Failure to give information about interests in shares etc
- 1Paragraph 1
- Obstruction of rights conferred by a warrant or failure to comply with requirement under section 448
- 2Paragraph 2
- Wrongful disclosure of information to which section 449 applies
- 3Paragraph 3
- Destruction, mutilation etc of company documents
- 4Paragraph 4
- Provision of false information in purported compliance with section 447
- 5Paragraph 5
- Obstruction of inspector, etc exercising power to enter and remain on premises
- 6Paragraph 6
- Attempted evasion of restrictions under Part 15
- 7Paragraph 7
- Schedule 4: Documents and information sent or supplied to a company
- Part 1: Introduction
- Application of Schedule
- 1Paragraph 1
- Part 2: Communications in hard copy form
- Introduction
- 2Paragraph 2
- Method of communication in hard copy form
- 3Paragraph 3
- Address for communications in hard copy form
- 4Paragraph 4
- Part 2A: Communications in electronic form from the registrar or the Secretary of State
- 4AParagraph 4A
- Part 3: Communications in electronic form in other cases
- Introduction
- 5Paragraph 5
- Conditions for use of communications in electronic form
- 6Paragraph 6
- Address for communications in electronic form
- 7Paragraph 7
- Part 4: Other agreed forms of communication
- 8Paragraph 8
- Schedule 5: Communications by a company
- Part 1: Introduction
- Application of this Schedule
- 1Paragraph 1
- Part 2: Communications in hard copy form
- Introduction
- 2Paragraph 2
- Method of communication in hard copy form
- 3Paragraph 3
- Address for communications in hard copy form
- 4Paragraph 4
- Part 3: Communications in electronic form
- Introduction
- 5Paragraph 5
- Agreement to communications in electronic form
- 6Paragraph 6
- Address for communications in electronic form
- 7Paragraph 7
- Part 4: Communications by means of a website
- Use of website
- 8Paragraph 8
- Agreement to use of website
- 9Paragraph 9
- Deemed agreement of members of company etc to use of website
- 10Paragraph 10
- Deemed agreement of debenture holders to use of website
- 11Paragraph 11
- Availability of document or information
- 12Paragraph 12
- Notification of availability
- 13Paragraph 13
- Period of availability on website
- 14Paragraph 14
- Part 5: Other agreed forms of communication
- 15Paragraph 15
- Part 6: Supplementary provisions
- Joint holders of shares or debentures
- 16Paragraph 16
- Death or bankruptcy of holder of shares
- 17Paragraph 17
- Schedule 6: Meaning of “subsidiary” etc: supplementary provisions
- Introduction
- 1Paragraph 1
- Voting rights in a company
- 2Paragraph 2
- Right to appoint or remove a majority of the directors
- 3Paragraph 3
- Rights exercisable only in certain circumstances or temporarily incapable of exercise
- 4Paragraph 4
- Rights held by one person on behalf of another
- 5Paragraph 5
- 6Paragraph 6
- Rights attached to shares held by way of security
- 7Paragraph 7
- Rights attributed to holding company
- 8Paragraph 8
- Disregard of certain rights
- 9Paragraph 9
- Supplementary
- 10Paragraph 10
- Schedule 7: Parent and subsidiary undertakings: supplementary provisions
- Introduction
- 1Paragraph 1
- Voting rights in an undertaking
- 2Paragraph 2
- Right to appoint or remove a majority of the directors
- 3Paragraph 3
- Right to exercise dominant influence
- 4Paragraph 4
- Rights exercisable only in certain circumstances or temporarily incapable of exercise
- 5Paragraph 5
- Rights held by one person on behalf of another
- 6Paragraph 6
- 7Paragraph 7
- Rights attached to shares held by way of security
- 8Paragraph 8
- Rights attributed to parent undertaking
- 9Paragraph 9
- Disregard of certain rights
- 10Paragraph 10
- Supplementary
- 11Paragraph 11
- Schedule 8Index of defined expressions
- Schedule 9: Removal of special provisions about accounts and audit of charitable companies Repealed
- Part 1: The Companies Act 1985 (c. 6) Repealed
- 1Paragraph 1 Repealed
- 2Paragraph 2 Repealed
- 3Paragraph 3 Repealed
- 4Paragraph 4 Repealed
- 5Paragraph 5 Repealed
- 6Paragraph 6 Repealed
- 7Paragraph 7 Repealed
- 8Paragraph 8 Repealed
- Part 2: The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6) Not yet in force
- 9Paragraph 9 Not yet in force
- 10Paragraph 10 Not yet in force
- 11Paragraph 11 Not yet in force
- 12Paragraph 12 Not yet in force
- 13Paragraph 13 Not yet in force
- 14Paragraph 14 Not yet in force
- 15Paragraph 15 Not yet in force
- 16Paragraph 16 Not yet in force
- Schedule 10: Recognised supervisory bodies
- Part 1: Grant and revocation of recognition of a supervisory body
- Application for recognition of supervisory body
- 1Paragraph 1
- Grant and refusal of recognition
- 2Paragraph 2
- Revocation of recognition
- 3Paragraph 3
- Transitional provision
- 4Paragraph 4
- Orders not statutory instruments
- 5Paragraph 5
- Part 2: Requirements for recognition of a supervisory body
- Delegation etc. of tasks by competent authority
- 5AParagraph 5A
- Consultation
- 5BParagraph 5B
- Holding of appropriate qualification
- 6Paragraph 6
- 7Paragraph 7
- 7AParagraph 7A
- Auditors to be fit and proper persons
- 8Paragraph 8
- Professional integrity and independence
- 9Paragraph 9
- Technical standards
- 10Paragraph 10
- Technical standards for group audits
- 10AParagraph 10A
- Public interest entity reporting requirements
- 10BParagraph 10B Repealed
- Public interest entity independence requirements
- 10CParagraph 10C
- Procedures for maintaining competence
- 11Paragraph 11
- Monitoring and enforcement
- 12Paragraph 12
- Monitoring of audits
- 13Paragraph 13
- Membership, eligibility and enforcement
- 14Paragraph 14
- Investigation of complaints
- 15Paragraph 15
- Independent investigation for enforcement purposes
- 16Paragraph 16
- Transfer of papers to third countries
- 16AParagraph 16A
- Transfer to approved third country competent authority
- 16AAParagraph 16AA
- Transfer for purposes of investigation of auditor
- 16ABParagraph 16AB
- Meeting of claims arising out of audit work
- 17Paragraph 17
- Register of auditors and other information to be made available
- 18Paragraph 18
- Taking account of costs of compliance
- 19Paragraph 19
- Promotion and maintenance of standards
- 20Paragraph 20
- Supplementary: funding of arrangements
- 20ZAParagraph 20ZA
- Interpretation
- 20AParagraph 20A
- Part 3: Arrangements in which recognised supervisory bodies are required to participate Repealed
- Arrangements for setting standards relating to professional integrity and independence Repealed
- 21Paragraph 21 Repealed
- Arrangements for setting technical standards Repealed
- 22Paragraph 22 Repealed
- Arrangements for setting standards relating to public interest entity reporting requirements Repealed
- 22AParagraph 22A Repealed
- Arrangements for setting standards relating to public interest entity independence requirements Repealed
- 22BParagraph 22B Repealed
- Arrangements for independent monitoring of audits of listed companies and other major bodies Repealed
- 23Paragraph 23 Repealed
- Arrangements for independent monitoring of third country audits Repealed
- 23AParagraph 23A Repealed
- Arrangements for independent investigation for disciplinary purposes of public interest cases Repealed
- 24Paragraph 24 Repealed
- Supplementary: arrangements to operate independently of body Repealed
- 25Paragraph 25 Repealed
- Supplementary: funding of arrangements Repealed
- 26Paragraph 26 Repealed
- Supplementary: scope of arrangement Repealed
- 27Paragraph 27 Repealed
- Schedule 11: Recognised professional qualifications
- Part 1: Grant and revocation of recognition of a professional qualification
- Application for recognition of professional qualification
- 1Paragraph 1
- Grant and refusal of recognition
- 2Paragraph 2
- Revocation of recognition
- 3Paragraph 3
- Transitional provision
- 4Paragraph 4
- Orders not statutory instruments
- 5Paragraph 5
- Part 2: Requirements for recognition of a professional qualification
- Entry requirements
- 6Paragraph 6
- Requirement for theoretical instruction or professional experience
- 7Paragraph 7
- Examination
- 8Paragraph 8
- Practical training
- 9Paragraph 9
- Supplementary provision with respect to a sufficient period of professional experience
- 10Paragraph 10
- The body offering the qualification
- 11Paragraph 11
- Schedule 11A: Specified persons, descriptions, disclosures etc for the purposes of section 1224A
- Part 1: Specified persons
- 1Paragraph 1
- 2Paragraph 2
- 3Paragraph 3
- 4Paragraph 4
- 5Paragraph 5
- 5AParagraph 5A
- 6Paragraph 6
- 7Paragraph 7
- 8Paragraph 8
- 9Paragraph 9
- 10Paragraph 10
- 11Paragraph 11
- 12Paragraph 12
- 13Paragraph 13
- 14Paragraph 14
- 15Paragraph 15
- 16Paragraph 16
- 17Paragraph 17
- 17AParagraph 17A
- 17BParagraph 17B
- 17CParagraph 17C
- 17DParagraph 17D
- Part 2: Specified descriptions of disclosures
- 18Paragraph 18
- 19Paragraph 19
- 20Paragraph 20
- 21Paragraph 21
- 22Paragraph 22
- 23Paragraph 23
- 24Paragraph 24
- 25Paragraph 25
- 26Paragraph 26
- 27Paragraph 27
- 28Paragraph 28
- 29Paragraph 29
- 30Paragraph 30
- 31Paragraph 31
- 32Paragraph 32
- 33Paragraph 33
- 34Paragraph 34
- 35Paragraph 35
- 36Paragraph 36
- 37Paragraph 37
- 38Paragraph 38
- 39Paragraph 39
- 40Paragraph 40 Repealed
- 41Paragraph 41
- 42Paragraph 42
- 43Paragraph 43
- 44Paragraph 44
- 45Paragraph 45
- 46Paragraph 46
- 47Paragraph 47
- 48Paragraph 48
- 49Paragraph 49
- 50Paragraph 50
- 51Paragraph 51
- 51AParagraph 51A
- 52Paragraph 52
- 53Paragraph 53 Repealed
- 54Paragraph 54
- 55Paragraph 55
- 56Paragraph 56
- 57Paragraph 57
- 58Paragraph 58
- 59Paragraph 59
- 60Paragraph 60
- 61Paragraph 61
- 62Paragraph 62
- 63Paragraph 63
- 64Paragraph 64 Repealed
- 65Paragraph 65
- 66Paragraph 66
- 67Paragraph 67
- 68Paragraph 68
- 69Paragraph 69
- 70Paragraph 70
- 71Paragraph 71
- 72Paragraph 72
- 73Paragraph 73
- 74Paragraph 74
- 75Paragraph 75
- 76Paragraph 76
- 77Paragraph 77
- 78Paragraph 78
- Part 3: Overseas regulatory bodies
- 79Paragraph 79
- 80Paragraph 80
- Schedule 12: Arrangements in which registered third country auditors are required to participate
- Arrangements for independent monitoring of audits of UK-traded third country companies
- 1Paragraph 1
- Arrangements for independent investigations for disciplinary purposes
- 2Paragraph 2
- Supplementary: arrangements to operate independently of third country auditor
- 3Paragraph 3
- Supplementary: funding of arrangements
- 4Paragraph 4
- Supplementary: scope of arrangements
- 5Paragraph 5
- Specification of particular arrangements by the Secretary of State
- 6Paragraph 6
- Schedule 13: Supplementary provisions with respect to delegation order
- Operation of this Schedule
- 1Paragraph 1
- Status
- 2Paragraph 2
- Name, members and chairman
- 3Paragraph 3
- Financial provisions
- 4Paragraph 4
- Proceedings
- 5Paragraph 5
- Fees
- 6Paragraph 6
- Legislative functions
- 7Paragraph 7
- 8Paragraph 8
- 9Paragraph 9
- Report and accounts
- 10Paragraph 10
- Other supplementary provisions
- 11Paragraph 11
- 12Paragraph 12
- 13Paragraph 13
- Schedule 14: Statutory auditors: consequential amendments
- Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)
- 1Paragraph 1
- Schedule 15: Transparency obligations and related matters: minor and consequential amendments
- Part 1: Amendments of the Financial Services and Markets Act 2000
- 1Paragraph 1
- 2Paragraph 2 Repealed
- 3Paragraph 3
- 4Paragraph 4
- 5Paragraph 5
- 6Paragraph 6
- 7Paragraph 7
- 8Paragraph 8
- 9Paragraph 9 Repealed
- 10Paragraph 10
- 11Paragraph 11
- 12Paragraph 12
- Part 2: Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004
- 13Paragraph 13
- 14Paragraph 14
- 15Paragraph 15
- Schedule 16Repeals