OpenLegislation

Companies Act 2006

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

Not fully up to date. 20 changes made by later legislation have not yet been written into this text, which is revised to 16 July 2026.

See the changes not yet applied
ProvisionChangeMade by
Pt. 3 Ch. 3excludedCharities Act (Northern Ireland) 2008 s. 112(7)
Sch. 1 para. 6(4)words insertedCharities Act (Northern Ireland) 2008 Sch. 8 para. 13(6)
s. 834(5)words insertedFinance Act 2009 Sch. 22 para. 11(4)
s. 495(2)-(4)applied (with modifications)Local Democracy, Economic Development and Construction Act 2009 s. 44(3)(b)
s. 495(2)-(4)applied (with modifications)Local Democracy, Economic Development and Construction Act 2009 s. 44(2)(b)
s. 496-501applied (with modifications)Local Democracy, Economic Development and Construction Act 2009 s. 44(2)(b)
s. 498-501applied (with modifications)Local Democracy, Economic Development and Construction Act 2009 s. 44(3)(b)
s. 156(4)words substitutedSmall Business, Enterprise and Employment Act 2015 s. 87(3)(b)
s. 155omittedSmall Business, Enterprise and Employment Act 2015 s. 87(2)
s. 156(1)words substitutedSmall Business, Enterprise and Employment Act 2015 s. 87(3)(a)
s. 1181(1)(a)omittedLeasehold and Freehold Reform Act 2024 Sch. 9 para. 13(b)
s. 1181(4)words omittedLeasehold and Freehold Reform Act 2024 Sch. 9 para. 13(c)
s. 1181 headingwords omittedLeasehold and Freehold Reform Act 2024 Sch. 9 para. 13(a)
Sch. 11A para. 17E-17Gsubstituted for Sch. 11A para. 17A-17DEnglish Devolution and Community Empowerment Act 2026 Sch. 36 para. 35
Sch. 7 para. 5-11applied by 2014 c. 2, Sch. 1D para. 2(8) (as inserted)English Devolution and Community Empowerment Act 2026 Sch. 35
s. 1029-1032amendment to earlier affecting provision S.I. 2009/1804, reg. 57The Limited Liability Partnerships (Application of Company Law) (No. 2) Regulations 2024 reg. 7
s. 1024-1028amendment to earlier affecting provision S.I. 2009/1804, reg. 56The Limited Liability Partnerships (Application of Company Law) (No. 2) Regulations 2024 reg. 6
s. 1002Aapplied (with modifications) by S.I. 2009/1804, reg. 50A (as inserted)The Limited Liability Partnerships (Application of Company Law) (No. 2) Regulations 2024 reg. 5
s. 159Aamendment to earlier affecting provision S.I. 2009/1804, reg. 17ZCThe Limited Liability Partnerships (Application of Company Law) (No. 2) Regulations 2024 reg. 4
s. 1127-1133amendment to earlier affecting provision S.I. 2009/1804, reg. 73The Limited Liability Partnerships (Application of Company Law) (No. 2) Regulations 2024 reg. 8

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

  1. Part 1: General introductory provisions
  2. Companies and Companies Acts
  3. 1Companies
  4. 2The Companies Acts
  5. Types of company
  6. 3Limited and unlimited companies
  7. 4Private and public companies
  8. 5Companies limited by guarantee and having share capital
  9. 6Community interest companies
  10. Part 2: Company formation
  11. General
  12. 7Method of forming company
  13. 8Memorandum of association
  14. Requirements for registration
  15. 9Registration documents
  16. 9ARequired information about the subscribers
  17. 10Statement of capital and initial shareholdings
  18. 11Statement of guarantee
  19. 12Statement of proposed officers
  20. 12AStatement of initial significant control
  21. 12BOption to provide ID verification information about PSCs
  22. 13Statement of compliance
  23. Registration and its effect
  24. 14Registration
  25. 15Issue of certificate of incorporation
  26. 16Effect of registration
  27. Part 3: A company's constitution
  28. Chapter 1: Introductory
  29. 17A company's constitution
  30. Chapter 2: Articles of association
  31. General
  32. 18Articles of association
  33. 19Power of Secretary of State to prescribe model articles
  34. 20Default application of model articles
  35. Alteration of articles
  36. 21Amendment of articles
  37. 22Entrenched provisions of the articles
  38. 23Notice to registrar of existence of restriction on amendment of articles
  39. 24Statement of compliance where amendment of articles restricted
  40. 25Effect of alteration of articles on company's members
  41. 26Registrar to be sent copy of amended articles
  42. 27Registrar's notice to comply in case of failure with respect to amended articles
  43. Supplementary
  44. 28Existing companies: provisions of memorandum treated as provisions of articles
  45. Chapter 3: Resolutions and agreements affecting a company's constitution
  46. 29Resolutions and agreements affecting a company's constitution
  47. 30Copies of resolutions or agreements to be forwarded to registrar
  48. Chapter 4: Miscellaneous and supplementary provisions
  49. Statement of company's objects
  50. 31Statement of company's objects
  51. Other provisions with respect to a company's constitution
  52. 32Constitutional documents to be provided to members
  53. 33Effect of company's constitution
  54. 34Notice to registrar where company's constitution altered by enactment
  55. 35Notice to registrar where company's constitution altered by order
  56. 36Documents to be incorporated in or accompany copies of articles issued by company
  57. Supplementary provisions
  58. 37Right to participate in profits otherwise than as member void
  59. 38Application to single member companies of enactments and rules of law
  60. Part 4: A company's capacity and related matters
  61. Capacity of company and power of directors to bind it
  62. 39A company's capacity
  63. 40Power of directors to bind the company
  64. 41Constitutional limitations: transactions involving directors or their associates
  65. 42Constitutional limitations: companies that are charities
  66. Formalities of doing business under the law of England and Wales or Northern Ireland
  67. 43Company contracts
  68. 44Execution of documents
  69. 45Common seal
  70. 46Execution of deeds
  71. 47Execution of deeds or other documents by attorney
  72. Formalities of doing business under the law of Scotland
  73. 48Execution of documents by companies
  74. Other matters
  75. 49Official seal for use abroad
  76. 50Official seal for share certificates etc
  77. 51Pre-incorporation contracts, deeds and obligations
  78. 52Bills of exchange and promissory notes
  79. Part 5: A company's name
  80. Chapter 1: General requirements
  81. Prohibited names
  82. 53Prohibited names
  83. 53ANames for criminal purposes
  84. Sensitive words and expressions
  85. 54Names suggesting connection with government or public authority
  86. 55Other sensitive words or expressions
  87. 56Duty to seek comments of government department or other specified body
  88. 56ANames suggesting connection with foreign governments etc
  89. Permitted characters etc
  90. 57Permitted characters etc
  91. Computer code
  92. 57ANames containing computer code
  93. Prohibitions where a company has been required to change a name
  94. 57BProhibition on re-registering name following direction
  95. 57CName that another company has been directed to change
  96. Chapter 2: Indications of company type or legal form
  97. Required indications for limited companies
  98. 58Public limited companies
  99. 59Private limited companies
  100. 60Exemption from requirement as to use of “limited”
  101. 61Continuation of existing exemption: companies limited by shares
  102. 62Continuation of existing exemption: companies limited by guarantee
  103. 63Exempt company: restriction on amendment of articles
  104. 64Power to direct change of name in case of company ceasing to be entitled to exemption
  105. Inappropriate use of indications of company type or legal form
  106. 65Inappropriate use of indications of company type or legal form
  107. Chapter 3: Similarity to other names
  108. Similarity to other name on registrar's index
  109. 66Name not to be the same as another in the index
  110. 67Power to direct change of name in case of similarity to existing name
  111. 68Direction to change name: supplementary provisions
  112. Similarity to other name in which person has goodwill
  113. 69Objection to company's registered name
  114. 70Company names adjudicators
  115. 71Procedural rules
  116. 72Decision of adjudicator to be made available to public
  117. 73Order requiring name to be changed
  118. 74Appeal from adjudicator's decision
  119. Chapter 4: Other powers of the Secretary of State and the registrar
  120. Provision of misleading information
  121. 75Provision of misleading information etc
  122. Misleading indication of activities and names used for criminal purposes
  123. 76Misleading indication of activities
  124. 76APower to direct change of name used for criminal purposes
  125. Direction to change name wrongly registered
  126. 76BDirection to change name wrongly registered
  127. Registrar’s powers to change names
  128. 76CRegistrar’s power to change name containing computer code
  129. 76DRegistrar’s power to change name for failure to comply with direction
  130. Chapter 4A: Exceptions
  131. 76EExceptions based on national security etc
  132. Chapter 5: Change of name
  133. 77Change of name
  134. 78Change of name by special resolution
  135. 79Change of name by means provided for in company's articles
  136. 80Change of name: registration and issue of new certificate of incorporation
  137. 81Change of name: effect
  138. Chapter 6: Trading disclosures
  139. 82Requirement to disclose company name etc
  140. 83Civil consequences of failure to make required disclosure
  141. 84Criminal consequences of failure to make required disclosures
  142. 85Minor variations in form of name to be left out of account
  143. Part 6: A company's registered office and email address
  144. General
  145. 86Duty to ensure registered office at appropriate address
  146. 87Change of address of registered office
  147. Welsh companies
  148. 88Welsh companies
  149. Registered email address
  150. 88ADuty to maintain a registered email address
  151. 88BChange of registered email address
  152. Part 7: Re-registration as a means of altering a company's status
  153. Introductory
  154. 89Alteration of status by re-registration
  155. Private company becoming public
  156. 90Re-registration of private company as public
  157. 91Requirements as to share capital
  158. 92Requirements as to net assets
  159. 93Recent allotment of shares for non-cash consideration
  160. 94Application and accompanying documents
  161. 95Statement of proposed secretary
  162. 96Issue of certificate of incorporation on re-registration
  163. Public company becoming private
  164. 97Re-registration of public company as private limited company
  165. 98Application to court to cancel resolution
  166. 99Notice to registrar of court application or order
  167. 100Application and accompanying documents
  168. 101Issue of certificate of incorporation on re-registration
  169. Private limited company becoming unlimited
  170. 102Re-registration of private limited company as unlimited
  171. 103Application and accompanying documents
  172. 104Issue of certificate of incorporation on re-registration
  173. Unlimited private company becoming limited
  174. 105Re-registration of unlimited company as limited
  175. 106Application and accompanying documents
  176. 107Issue of certificate of incorporation on re-registration
  177. 108Statement of capital required where company already has share capital
  178. Public company becoming private and unlimited
  179. 109Re-registration of public company as private and unlimited
  180. 110Application and accompanying documents
  181. 111Issue of certificate of incorporation on re-registration
  182. Part 8: A company's members
  183. Chapter 1: The members of a company
  184. 112The members of a company
  185. Chapter 2: Register of members
  186. General Duty to keep register
  187. 112AAlternative method of record-keeping Repealed
  188. 113Register of members
  189. 113ARequired information about members: individuals
  190. 113BRequired information about members: corporate members and firms
  191. 113CPower to amend the required information
  192. 113DDuty on new members to notify required information
  193. 113EDuty on member to notify changes to required information
  194. 113FPower for company to require information from members
  195. 113GFailure to comply with section 113D, 113E or 113F
  196. 113HBasic false statement offences in connection with sections 113D to 113F
  197. 113IAggravated false statement offences in connection with sections 113D to 113F
  198. Duty to keep index of members
  199. 113JIndex of members
  200. Inspection etc of register and index of members
  201. 114Register to be kept available for inspection
  202. 115Index of members
  203. 116Rights to inspect and require copies
  204. 117Register of members: response to request for inspection or copy
  205. 118Register of members: refusal of inspection or default in providing copy
  206. 119Register of members: offences in connection with request for or disclosure of information
  207. 120Information as to state of register and index
  208. 120APower to make regulations protecting material
  209. 120BOffence of failing to comply with regulations under section 120A
  210. Removal of entries from register of members
  211. 121Removal of entries relating to former members
  212. Special cases
  213. 122Share warrants
  214. 123Single member companies
  215. 124Company holding its own shares as treasury shares
  216. Supplementary
  217. 125Power of court to rectify register
  218. 126Trusts not to be entered on register
  219. 127Register to be evidence
  220. 128Time limit for claims arising from entry in register
  221. 128ZATransitional provision where information kept on central register
  222. Chapter 2A: Option to keep information on central register Repealed
  223. 128AIntroduction Repealed
  224. 128BRight to make an election Repealed
  225. 128CEffective date of election Repealed
  226. 128DEffect of election on obligations under Chapter 2 Repealed
  227. 128EDuty to notify registrar of changes Repealed
  228. 128FInformation as to state of central register Repealed
  229. 128GPower of court to order company to remedy default or delay Repealed
  230. 128HCentral register to be evidence Repealed
  231. 128ITime limits for claims arising from delivery to registrar Repealed
  232. 128JWithdrawing the election Repealed
  233. 128KPower to extend option to public companies Repealed
  234. Chapter 3: Overseas branch registers
  235. 129Overseas branch registers
  236. 130Notice of opening of overseas branch register
  237. 131Keeping of overseas branch register
  238. 132Register or duplicate to be kept available for inspection in UK
  239. 133Transactions in shares registered in overseas branch register
  240. 134Jurisdiction of local courts
  241. 135Discontinuance of overseas branch register
  242. Chapter 4: Prohibition on subsidiary being member of its holding company
  243. General prohibition
  244. 136Prohibition on subsidiary being a member of its holding company
  245. 137Shares acquired before prohibition became applicable
  246. Subsidiary acting as personal representative or trustee
  247. 138Subsidiary acting as personal representative or trustee
  248. 139Interests to be disregarded: residual interest under pension scheme or employees' share scheme
  249. 140Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme
  250. Subsidiary acting as dealer in securities
  251. 141Subsidiary acting as authorised dealer in securities
  252. 142Protection of third parties in other cases where subsidiary acting as dealer in securities
  253. Supplementary
  254. 143Application of provisions to companies not limited by shares
  255. 144Application of provisions to nominees
  256. Part 9: Exercise of members' rights
  257. Effect of provisions in company's articles
  258. 145Effect of provisions of articles as to enjoyment or exercise of members' rights
  259. Information rights
  260. 146Traded companies: nomination of persons to enjoy information rights
  261. 147Information rights: form in which copies to be provided
  262. 148Termination or suspension of nomination
  263. 149Information as to possible rights in relation to voting
  264. 150Information rights: status of rights
  265. 151Information rights: power to amend
  266. Exercise of rights where shares held on behalf of others
  267. 152Exercise of rights where shares held on behalf of others: exercise in different ways
  268. 153Exercise of rights where shares held on behalf of others: members' requests
  269. Part 10: A company's directors
  270. Chapter 1: Appointment and removal of directors
  271. Requirement to have directors
  272. 154Companies required to have directors
  273. 155Companies required to have at least one director who is a natural person
  274. 156Direction requiring company to make appointment
  275. Appointment
  276. 156AEach director to be a natural person
  277. 156BPower to provide for exceptions from requirement that each director be a natural person
  278. 156CExisting director who is not a natural person
  279. 157Minimum age for appointment as director
  280. 158Power to provide for exceptions from minimum age requirement
  281. 159.Existing under-age directors Repealed
  282. 159ADisqualified person not to be appointed as director
  283. 160Appointment of directors of public company to be voted on individually
  284. 161Validity of acts of directors
  285. ...
  286. 161AAlternative method of record-keeping Repealed
  287. 162Register of directors Repealed
  288. 163Particulars of directors to be registered: individuals Repealed
  289. 164Particulars of directors to be registered: corporate directors and firms Repealed
  290. 165Register of directors' residential addresses Repealed
  291. 166Particulars of directors to be registered: power to make regulations Repealed
  292. 167Duty to notify registrar of changes Repealed
  293. Option to keep information on the central register
  294. 167ARight to make an election Repealed
  295. 167BEffective date of election Repealed
  296. 167CEffect of election on obligations under sections 162 to 167 Repealed
  297. 167DDuty to notify registrar of changes Repealed
  298. 167EWithdrawing the election Repealed
  299. 167FPower to extend option to public companies Repealed
  300. Notification of information about directors
  301. 167GDuty to notify registrar of change in directors
  302. 167HDuty to notify registrar of changes of information
  303. 167INotification of changes occurring before company’s incorporation
  304. 167JRequired information about a director: individuals
  305. 167KRequired information about a director: corporate directors and firms
  306. 167LDirectors: offence of failure to notify of changes
  307. Directors: duties relating to ID verification and notification
  308. 167MProhibition on director acting unless ID verified
  309. 167NProhibition on acting unless directorship notified
  310. Removal
  311. 168Resolution to remove director
  312. 169Director's right to protest against removal
  313. 169ARemoval from office of disqualified directors
  314. Chapter 2: General duties of directors
  315. Introductory
  316. 170Scope and nature of general duties
  317. The general duties
  318. 171Duty to act within powers
  319. 172Duty to promote the success of the company
  320. 173Duty to exercise independent judgment
  321. 174Duty to exercise reasonable care, skill and diligence
  322. 175Duty to avoid conflicts of interest
  323. 176Duty not to accept benefits from third parties
  324. 177Duty to declare interest in proposed transaction or arrangement
  325. Supplementary provisions
  326. 178Civil consequences of breach of general duties
  327. 179Cases within more than one of the general duties
  328. 180Consent, approval or authorisation by members
  329. 181Modification of provisions in relation to charitable companies
  330. Chapter 3: Declaration of interest in existing transaction or arrangement
  331. 182Declaration of interest in existing transaction or arrangement
  332. 183Offence of failure to declare interest
  333. 184Declaration made by notice in writing
  334. 185General notice treated as sufficient declaration
  335. 186Declaration of interest in case of company with sole director
  336. 187Declaration of interest in existing transaction by shadow director
  337. Chapter 4: Transactions with directors requiring approval of members
  338. Service contracts
  339. 188Directors' long-term service contracts: requirement of members' approval
  340. 189Directors' long-term service contracts: civil consequences of contravention
  341. Substantial property transactions
  342. 190Substantial property transactions: requirement of members' approval
  343. 191Meaning of “substantial”
  344. 192Exception for transactions with members or other group companies
  345. 193Exception in case of company in winding up or administration
  346. 194Exception for transactions on recognised investment exchange
  347. 195Property transactions: civil consequences of contravention
  348. 196Property transactions: effect of subsequent affirmation
  349. Loans, quasi-loans and credit transactions
  350. 197Loans to directors: requirement of members' approval
  351. 198Quasi-loans to directors: requirement of members' approval
  352. 199Meaning of “quasi-loan” and related expressions
  353. 200Loans or quasi-loans to persons connected with directors: requirement of members' approval
  354. 201Credit transactions: requirement of members' approval
  355. 202Meaning of “credit transaction”
  356. 203Related arrangements: requirement of members' approval
  357. 204Exception for expenditure on company business
  358. 205Exception for expenditure on defending proceedings etc
  359. 206Exception for expenditure in connection with regulatory action or investigation
  360. 207Exceptions for minor and business transactions
  361. 208Exceptions for intra-group transactions
  362. 209Exceptions for money-lending companies
  363. 210Other relevant transactions or arrangements
  364. 211The value of transactions and arrangements
  365. 212The person for whom a transaction or arrangement is entered into
  366. 213Loans etc: civil consequences of contravention
  367. 214Loans etc: effect of subsequent affirmation
  368. Payments for loss of office
  369. 215Payments for loss of office
  370. 216Amounts taken to be payments for loss of office
  371. 217Payment by company: requirement of members' approval
  372. 218Payment in connection with transfer of undertaking etc: requirement of members' approval
  373. 219Payment in connection with share transfer: requirement of members' approval
  374. 220Exception for payments in discharge of legal obligations etc
  375. 221Exception for small payments
  376. 222Payments made without approval: civil consequences
  377. Supplementary
  378. 223Transactions requiring members' approval: application of provisions to shadow directors
  379. 224Approval by written resolution: accidental failure to send memorandum
  380. 225Cases where approval is required under more than one provision
  381. 226Requirement of consent of Charity Commission: companies that are charities Repealed
  382. Chapter 4A: Directors of quoted companies ...: special provision
  383. Interpretation
  384. 226AKey definitions
  385. Restrictions relating to remuneration or loss of office payments
  386. 226BRemuneration payments
  387. 226CLoss of office payments
  388. 226DSections 226B and 226C: supplementary
  389. Supplementary
  390. 226EPayments made without approval: civil consequences
  391. 226FRelationship with requirements under Chapter 4
  392. Chapter 5: Directors' service contracts
  393. 227Directors' service contracts
  394. 228Copy of contract or memorandum of terms to be available for inspection
  395. 229Right of member to inspect and request copy
  396. 230Directors' service contracts: application of provisions to shadow directors
  397. Chapter 6: Contracts with sole members who are directors
  398. 231Contract with sole member who is also a director
  399. Chapter 7: Directors' liabilities
  400. Provision protecting directors from liability
  401. 232Provisions protecting directors from liability
  402. 233Provision of insurance
  403. 234Qualifying third party indemnity provision
  404. 235Qualifying pension scheme indemnity provision
  405. 236Qualifying indemnity provision to be disclosed in directors' report
  406. 237Copy of qualifying indemnity provision to be available for inspection
  407. 238Right of member to inspect and request copy
  408. Ratification of acts giving rise to liability
  409. 239Ratification of acts of directors
  410. Chapter 8: Directors' residential addresses: protection from disclosure
  411. 240Protected information
  412. 241Protected information: restriction on use or disclosure by company
  413. 242Protected information: restriction on ... disclosure by registrar
  414. 243Permitted ... disclosure by the registrar
  415. 244Disclosure under court order
  416. 245Circumstances in which registrar may put address on the public record
  417. 246Putting the address on the public record
  418. Chapter 9: Supplementary provisions
  419. Provision for employees on cessation or transfer of business
  420. 247Power to make provision for employees on cessation or transfer of business
  421. Records of meetings of directors
  422. 248Minutes of directors' meetings
  423. 249Minutes as evidence
  424. Meaning of “director” and “shadow director”
  425. 250“Director”
  426. 251“Shadow director”
  427. Other definitions
  428. 252Persons connected with a director
  429. 253Members of a director's family
  430. 254Director “connected with” a body corporate
  431. 255Director “controlling” a body corporate
  432. 256Associated bodies corporate
  433. 257References to company's constitution
  434. General
  435. 258Power to increase financial limits
  436. 259Transactions under foreign law
  437. Part 11: Derivative claims and proceedings by members
  438. Chapter 1: Derivative claims in England and Wales or Northern Ireland
  439. 260Derivative claims
  440. 261Application for permission to continue derivative claim
  441. 262Application for permission to continue claim as a derivative claim
  442. 263Whether permission to be given
  443. 264Application for permission to continue derivative claim brought by another member
  444. Chapter 2: Derivative proceedings in Scotland
  445. 265Derivative proceedings
  446. 266Requirement for leave and notice
  447. 267Application to continue proceedings as derivative proceedings
  448. 268Granting of leave
  449. 269Application by member to be substituted for member pursuing derivative proceedings
  450. Part 12: Company secretaries
  451. Private companies
  452. 270Private company not required to have secretary
  453. Public companies
  454. 271Public company required to have secretary
  455. 272Direction requiring public company to appoint secretary
  456. 273Qualifications of secretaries of public companies
  457. Provisions applying to private companies with a secretary and to public companies
  458. 274Discharge of functions where office vacant or secretary unable to act
  459. 274AAlternative method of record-keeping Repealed
  460. 275Duty to keep register of secretaries Repealed
  461. 276Duty to notify registrar of changes Repealed
  462. 277Particulars of secretaries to be registered: individuals Repealed
  463. 278Particulars of secretaries to be registered: corporate secretaries and firms Repealed
  464. 279Particulars of secretaries to be registered: power to make regulations Repealed
  465. ...
  466. 279ARight to make an election Repealed
  467. 279BEffective date of election Repealed
  468. 279CEffect of election on obligations under sections 275 and 276 Repealed
  469. 279DDuty to notify registrar of changes Repealed
  470. 279EWithdrawing the election Repealed
  471. 279FPower to extend option to public companies Repealed
  472. Notification of information about secretaries
  473. 279GDuty to notify registrar of change in secretary or joint secretary
  474. 279HDuty to notify registrar of changes of information
  475. 279INotification of changes occurring before company’s incorporation
  476. 279JRequired information about a secretary etc: individuals
  477. 279KRequired information about a secretary etc: corporate secretaries and firms
  478. 279LFirms all of whose partners are joint secretaries
  479. 279MSecretary or joint secretary: offence of failure to notify of changes
  480. Person acting in dual capacity
  481. 280Acts done by person in dual capacity
  482. Part 13: Resolutions and meetings
  483. Chapter 1: General provisions about resolutions
  484. 281Resolutions
  485. 282Ordinary resolutions
  486. 283Special resolutions
  487. 284Votes: general rules
  488. 285Voting by proxy
  489. 285AVoting rights on poll or written resolution
  490. 286Votes of joint holders of shares
  491. 287Saving for provisions of articles as to determination of entitlement to vote
  492. Chapter 2: Written resolutions
  493. General provisions about written resolutions
  494. 288Written resolutions of private companies
  495. 289Eligible members
  496. Circulation of written resolutions
  497. 290Circulation date
  498. 291Circulation of written resolutions proposed by directors
  499. 292Members' power to require circulation of written resolution
  500. 293Circulation of written resolution proposed by members
  501. 294Expenses of circulation
  502. 295Application not to circulate members' statement
  503. Agreeing to written resolutions
  504. 296Procedure for signifying agreement to written resolution
  505. 297Period for agreeing to written resolution
  506. Supplementary
  507. 298Sending documents relating to written resolutions by electronic means
  508. 299Publication of written resolution on website
  509. 300Relationship between this Chapter and provisions of company's articles
  510. Chapter 3: Resolutions at meetings
  511. General provisions about resolutions at meetings
  512. 301Resolutions at general meetings
  513. Calling meetings
  514. 302Directors' power to call general meetings
  515. 303Members' power to require directors to call general meeting
  516. 304Directors' duty to call meetings required by members
  517. 305Power of members to call meeting at company's expense
  518. 306Power of court to order meeting
  519. Notice of meetings
  520. 307Notice required of general meeting
  521. 307ANotice required of general meeting: certain meetings of traded companies
  522. 308Manner in which notice to be given
  523. 309Publication of notice of meeting on website
  524. 310Persons entitled to receive notice of meetings
  525. 311Contents of notices of meetings
  526. 311ATraded companies: publication of information in advance of general meeting
  527. 312Resolution requiring special notice
  528. 313Accidental failure to give notice of resolution or meeting
  529. Members' statements
  530. 314Members' power to require circulation of statements
  531. 315Company's duty to circulate members' statement
  532. 316Expenses of circulating members' statement
  533. 317Application not to circulate members' statement
  534. Procedure at meetings
  535. 318Quorum at meetings
  536. 319Chairman of meeting
  537. 319ATraded companies: questions at meetings
  538. 320Declaration by chairman on a show of hands
  539. 321Right to demand a poll
  540. 322Voting on a poll
  541. 322AVoting on a poll: votes cast in advance
  542. 323Representation of corporations at meetings
  543. Proxies
  544. 324Rights to appoint proxies
  545. 324AObligation of proxy to vote in accordance with instructions
  546. 325Notice of meeting to contain statement of rights
  547. 326Company-sponsored invitations to appoint proxies
  548. 327Notice required of appointment of proxy etc
  549. 328Chairing meetings
  550. 329Right of proxy to demand a poll
  551. 330Notice required of termination of proxy's authority
  552. 331Saving for more extensive rights conferred by articles
  553. Adjourned meetings
  554. 332Resolution passed at adjourned meeting
  555. Electronic communications
  556. 333Sending documents relating to meetings etc in electronic form
  557. 333ATraded company: duty to provide electronic address for receipt of proxies etc
  558. Application to class meetings
  559. 334Application to class meetings
  560. 335Application to class meetings: companies without a share capital
  561. Chapter 4: Public companies and traded companies: additional requirements for AGMs
  562. 336Public companies and traded companies: annual general meeting
  563. 337Public companies and traded companies: notice of AGM
  564. 338Public companies: members' power to require circulation of resolutions for AGMs
  565. 338ATraded companies: members' power to include other matters in business dealt with at AGM
  566. 339Public companies: company's duty to circulate members' resolutions for AGMs
  567. 340Public companies: expenses of circulating members' resolutions for AGM
  568. 340ATraded companies: duty to circulate members' matters for AGM
  569. 340BTraded companies: expenses of circulating members' matters to be dealt with at AGM
  570. Chapter 5: Additional requirements for quoted companies AND TRADED COMPANIES
  571. Website publication of poll results
  572. 341Results of poll to be made available on website
  573. Independent report on poll
  574. 342Members' power to require independent report on poll
  575. 343Appointment of independent assessor
  576. 344Independence requirement
  577. 345Meaning of “associate”
  578. 346Effect of appointment of a partnership
  579. 347The independent assessor's report
  580. 348Rights of independent assessor: right to attend meeting etc
  581. 349Rights of independent assessor: right to information
  582. 350Offences relating to provision of information
  583. 351Information to be made available on website
  584. Supplementary
  585. 352Application of provisions to class meetings
  586. 353Requirements as to website availability
  587. 354Power to limit or extend the types of company to which provisions of this Chapter apply
  588. Chapter 6: Records of resolutions and meetings
  589. 355Records of resolutions and meetings etc
  590. 356Records as evidence of resolutions etc
  591. 357Records of decisions by sole member
  592. 358Inspection of records of resolutions and meetings
  593. 359Records of resolutions and meetings of class of members
  594. Chapter 7: Supplementary provisions
  595. 360Computation of periods of notice etc: clear day rule
  596. 360AElectronic meetings and voting
  597. 360AATraded companies: confirmation of receipt of electronic voting
  598. 360BTraded companies: requirements for participating in and voting at general meetings
  599. 360BATraded companies: right to confirmation of vote after a general meeting
  600. 360CMeaning of “traded company”
  601. 361Meaning of “quoted company”
  602. Part 14: Control of political donations and expenditure
  603. Introductory
  604. 362Introductory
  605. Donations and expenditure to which this Part applies
  606. 363Political parties, organisations etc to which this Part applies
  607. 364Meaning of “political donation”
  608. 365Meaning of “political expenditure”
  609. Authorisation required for donations or expenditure
  610. 366Authorisation required for donations or expenditure
  611. 367Form of authorising resolution
  612. 368Period for which resolution has effect
  613. Remedies in case of unauthorised donations or expenditure
  614. 369Liability of directors in case of unauthorised donation or expenditure
  615. 370Enforcement of directors' liabilities by shareholder action
  616. 371Enforcement of directors' liabilities by shareholder action: supplementary
  617. 372Costs of shareholder action
  618. 373Information for purposes of shareholder action
  619. Exemptions
  620. 374Trade unions
  621. 375Subscription for membership of trade association
  622. 376All-party parliamentary groups
  623. 377Political expenditure exempted by order
  624. 378Donations not amounting to more than £5,000 in any twelve month period
  625. Supplementary provisions
  626. 379Minor definitions
  627. Part 15: Accounts and reports
  628. Chapter 1: Introduction
  629. General
  630. 380Scheme of this Part
  631. Companies subject to the small companies regime
  632. 381Companies subject to the small companies regime
  633. 382Companies qualifying as small: general
  634. 383Companies qualifying as small: parent companies
  635. 384Companies excluded from the small companies regime
  636. 384ACompanies qualifying as micro-entities
  637. 384BCompanies excluded from being treated as micro-entities
  638. Quoted and unquoted companies
  639. 385Quoted and unquoted companies
  640. Chapter 2: Accounting records
  641. 386Duty to keep accounting records
  642. 387Duty to keep accounting records: offence
  643. 388Where and for how long records to be kept
  644. 389Where and for how long records to be kept: offences
  645. Chapter 3: A company's financial year
  646. 390A company's financial year
  647. 391Accounting reference periods and accounting reference date
  648. 392Alteration of accounting reference date
  649. Chapter 4: Annual accounts
  650. General
  651. 393Accounts to give true and fair view
  652. Individual accounts
  653. 394Duty to prepare individual accounts
  654. 394AIndividual accounts: exemption for dormant subsidiaries
  655. 394BCompanies excluded from the dormant subsidiaries exemption
  656. 394CDormant subsidiaries exemption: parent undertaking declaration of guarantee
  657. 395Individual accounts: applicable accounting framework
  658. 396Companies Act individual accounts
  659. 397IAS individual accounts
  660. ...
  661. 398Option to prepare group accounts Repealed
  662. Group accounts ...
  663. 399Duty to prepare group accounts
  664. 400Exemption for company included in UK group accounts of larger group
  665. 401Exemption for company included in non-UK group accounts of larger group
  666. 402Exemption if no subsidiary undertakings need be included in the consolidation
  667. Group accounts: general
  668. 403Group accounts: applicable accounting framework
  669. 404Companies Act group accounts
  670. 405Companies Act group accounts: subsidiary undertakings included in the consolidation
  671. 406IAS group accounts
  672. 407Consistency of financial reporting within group
  673. 408Individual profit and loss account where group accounts prepared
  674. Information to be given in notes to the accounts
  675. 409Information about related undertakings
  676. 410Information about related undertakings: alternative compliance Repealed
  677. 410AInformation about off-balance sheet arrangements
  678. 411Information about employee numbers and costs
  679. 412Information about directors' benefits: remuneration
  680. 413Information about directors' benefits: advances, credit and guarantees
  681. Approval and signing of accounts
  682. 414Approval and signing of accounts
  683. Chapter 4A: STRATEGIC REPORT
  684. 414ADuty to prepare strategic report
  685. 414BStrategic report: small companies exemption
  686. 414CContents of strategic report
  687. 414CZASection 172(1) statement
  688. 414CANon-financial and sustainability information statement
  689. 414CBContents of non-financial and sustainability information statement
  690. 414DApproval and signing of strategic report
  691. Chapter 5: Directors' report
  692. Directors' report
  693. 415Duty to prepare directors' report
  694. 415ADirectors' report: small companies exemption
  695. 416Contents of directors' report: general
  696. 417Contents of directors' report: business review Repealed
  697. 418Contents of directors' report: statement as to disclosure to auditors
  698. 419Approval and signing of directors' report
  699. 419AApproval and signing of separate corporate governance statement
  700. Chapter 6: Quoted companies ...: directors' remuneration report
  701. 420Duty to prepare directors' remuneration report
  702. 421Contents of directors' remuneration report
  703. 422Approval and signing of directors' remuneration report
  704. 422ARevisions to directors' remuneration policy
  705. Chapter 7: Publication of accounts and reports
  706. Duty to circulate copies of accounts and reports
  707. 423Duty to circulate copies of annual accounts and reports
  708. 424Time allowed for sending out copies of accounts and reports
  709. 425Default in sending out copies of accounts and reports: offences
  710. Option to provide strategic report with supplementary material
  711. 426Option to provide strategic report with supplementary material
  712. 426ASupplementary material
  713. Section 172(1) statement: requirements as to website publication
  714. 426BSection 172(1) statement to be made available on website
  715. 427Form and contents of summary financial statement: unquoted companies Repealed
  716. 428Form and contents of summary financial statement: quoted companies Repealed
  717. 429Summary financial statements: offences Repealed
  718. Quoted companies ...: requirements as to website publication
  719. 430Quoted companies ...: annual accounts and reports to be made available on website
  720. Right of member or debenture holder to demand copies of accounts and reports
  721. 431Right of member or debenture holder to copies of accounts and reports: unquoted companies
  722. 432Right of member or debenture holder to copies of accounts and reports: quoted companies
  723. Requirements in connection with publication of accounts and reports
  724. 433Name of signatory to be stated in published copies of accounts and reports
  725. 434Requirements in connection with publication of statutory accounts
  726. 435Requirements in connection with publication of non-statutory accounts
  727. 436Meaning of “publication” in relation to accounts and reports
  728. Chapter 8: Public companies: laying of accounts and reports before general meeting
  729. 437Public companies: laying of accounts and reports before general meeting
  730. 438Public companies: offence of failure to lay accounts and reports
  731. Chapter 9: Quoted companies ...: members' approval of directors' remuneration report
  732. 439Quoted companies ...: members' approval of directors' remuneration report
  733. 439AQuoted companies ...: members' approval of directors' remuneration policy
  734. 440Quoted companies ...: offences in connection with procedure for approval
  735. Chapter 10: Filing of accounts and reports
  736. Duty to file accounts and reports
  737. 441Duty to file accounts and reports with the registrar
  738. 442Period allowed for filing accounts
  739. 443Calculation of period allowed
  740. Filing obligations of different descriptions of company
  741. 443AFiling obligations of micro-entities
  742. 444Filing obligations of companies subject to small companies regime Filing obligations of small companies other than micro-entities
  743. 444AFiling obligations of companies entitled to small companies exemption in relation to directors' report
  744. 445Filing obligations of medium-sized companies
  745. 446Filing obligations of unquoted companies
  746. 447Filing obligations of quoted companies
  747. 448Unlimited companies exempt from obligation to file accounts
  748. 448ADormant subsidiaries exempt from obligation to file accounts
  749. 448BCompanies excluded from the dormant subsidiaries exemption
  750. 448CDormant subsidiaries filing exemption: parent undertaking declaration of guarantee
  751. Requirements where abbreviated accounts delivered
  752. 449Special auditor's report where abbreviated accounts delivered Repealed
  753. 450Approval and signing of abbreviated accounts Repealed
  754. Failure to file accounts and reports
  755. 451Default in filing accounts and reports: offences
  756. 452Default in filing accounts and reports: court order
  757. 453Civil penalty for failure to file accounts and reports
  758. Chapter 11: Revision of defective accounts and reports
  759. Voluntary revision
  760. 454Voluntary revision of accounts etc
  761. Secretary of State's notice
  762. 455Secretary of State's notice in respect of accounts or reports
  763. Application to court
  764. 456Application to court in respect of defective accounts or reports
  765. 457Other persons authorised to apply to the court
  766. 458Disclosure of information by tax authorities
  767. Power of authorised person to require documents etc
  768. 459Power of authorised person to require documents, information and explanations
  769. 460Restrictions on disclosure of information obtained under compulsory powers
  770. 461Permitted disclosure of information obtained under compulsory powers
  771. 462Power to amend categories of permitted disclosure
  772. Chapter 12: Supplementary provisions
  773. Liability for false or misleading statements in reports and statements
  774. 463Liability for false or misleading statements in reports and statements
  775. Accounting and reporting standards
  776. 464Accounting standards
  777. Companies qualifying as medium-sized
  778. 465Companies qualifying as medium-sized: general
  779. 466Companies qualifying as medium-sized: parent companies
  780. 467Companies excluded from being treated as medium-sized
  781. General power to make further provision about accounts and reports
  782. 468General power to make further provision about accounts and reports
  783. 468AUse or disclosure of profit and loss accounts for certain companies
  784. Other supplementary provisions
  785. 469Preparation and filing of accounts in euros
  786. 470Power to apply provisions to banking partnerships
  787. 471Meaning of “annual accounts” and related expressions
  788. 472Notes to the accounts
  789. 472AMeaning of “corporate governance statement” etc
  790. 473Parliamentary procedure for certain regulations under this Part
  791. 474Minor definitions
  792. Part 16: Audit
  793. Chapter 1: Requirement for audited accounts
  794. Requirement for audited accounts
  795. 475Requirement for audited accounts
  796. 476Right of members to require audit
  797. Exemption from audit: small companies
  798. 477Small companies: conditions for exemption from audit
  799. 478Companies excluded from small companies exemption
  800. 479Availability of small companies exemption in case of group company
  801. Exemption from audit: qualifying subsidiaries
  802. 479ASubsidiary companies: conditions for exemption from audit
  803. 479BCompanies excluded from the subsidiary companies audit exemption
  804. 479CSubsidiary companies audit exemption: parent undertaking declaration of guarantee
  805. Exemption from audit: dormant companies
  806. 480Dormant companies: conditions for exemption from audit
  807. 481Companies excluded from dormant companies exemption
  808. Companies subject to public sector audit
  809. 482Non-profit-making companies subject to public sector audit
  810. 483Scottish public sector companies: audit by Auditor General for Scotland
  811. General power of amendment by regulations
  812. 484General power of amendment by regulations
  813. Chapter 2: Appointment of auditors
  814. Private companies
  815. 485Appointment of auditors of private company: general
  816. 485AAppointment of auditors of private company: additional requirements for public interest entities with audit committees
  817. 485BAppointment of auditors of private company: additional requirements for public interest entities without audit committees
  818. 485CRestriction on appointment of auditor of private company which is a public interest entity
  819. 486Appointment of auditors of private company: default power of Secretary of State
  820. 486ADefective appointments: default power of Secretary of State
  821. 487Term of office of auditors of private company
  822. 487AMaximum engagement period: transitional arrangements Repealed
  823. 488Prevention by members of deemed re-appointment of auditor
  824. Public companies
  825. 489Appointment of auditors of public company: general
  826. 489AAppointment of auditors of public company: additional requirements for public interest entities with audit committees
  827. 489BAppointment of auditors of public company: additional requirements for public interest entities without audit committees
  828. 489CRestriction on appointment of auditor of public company which is a public interest entity
  829. 490Appointment of auditors of public company: default power of Secretary of State
  830. 490ADefective appointments: default power of Secretary of State
  831. 491Term of office of auditors of public company
  832. 491AMaximum engagement period: transitional arrangements Repealed
  833. General provisions
  834. 492Fixing of auditor's remuneration
  835. 493Disclosure of terms of audit appointment
  836. 494Disclosure of services provided by auditor or associates and related remuneration
  837. 494ZAThe maximum engagement period
  838. 494AInterpretation
  839. Chapter 3: Functions of auditor
  840. Auditor's report
  841. 495Auditor's report on company's annual accounts
  842. 496Auditor's report on strategic report and on directors' report
  843. 497Auditor's report on auditable part of directors' remuneration report
  844. 497AAuditor's report on separate corporate governance statement
  845. Duties and rights of auditors
  846. 498Duties of auditor
  847. 498AAuditor's duties in relation to separate corporate governance statement
  848. 499Auditor's general right to information
  849. 500Auditor's right to information from overseas subsidiaries
  850. 501Auditor's rights to information: offences
  851. 502Auditor's rights in relation to resolutions and meetings
  852. Signature of auditor's report
  853. 503Signature of auditor's report
  854. 504Senior statutory auditor
  855. 505Names to be stated in published copies of auditor's report
  856. 506Circumstances in which names may be omitted
  857. Offences in connection with auditor's report
  858. 507Offences in connection with auditor's report
  859. 508Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland
  860. 509Guidance for regulatory authorities: Scotland
  861. Chapter 4: Removal, resignation, etc of auditors
  862. Removal of auditor
  863. 510Resolution removing auditor from office
  864. 511Special notice required for resolution removing auditor from office
  865. 511APublic interest companies: application to court to remove auditor from office
  866. 512Notice to registrar of resolution removing auditor from office Repealed
  867. 513Rights of auditor who has been removed from office
  868. Failure to re-appoint auditor
  869. 514Failure to re-appoint auditor: special procedure required for written resolution
  870. 515Failure to re-appoint auditor: special notice required for resolution at general meeting
  871. Resignation of auditor
  872. 516Resignation of auditor
  873. 517Notice to registrar of resignation of auditor Repealed
  874. 518Rights of resigning auditor
  875. Statement by auditor on ceasing to hold office
  876. 519Statement by auditor to be sent to company
  877. 519AMeaning of “public interest company”, “non-public interest company” and “exempt reasons”
  878. 520Company's duties in relation to statement
  879. 521Copy of statement to be sent to registrar
  880. 522Duty of auditor to send statement to appropriate audit authority
  881. 523Duty of company to notify appropriate audit authority
  882. 524Provision of information to accounting authorities
  883. 525Meaning of “appropriate audit authority” ...
  884. Supplementary
  885. 526Effect of casual vacancies
  886. Chapter 5: Quoted companies: right of members to raise audit concerns at accounts meeting
  887. 527Members' power to require website publication of audit concerns
  888. 528Requirements as to website availability
  889. 529Website publication: company's supplementary duties
  890. 530Website publication: offences
  891. 531Meaning of “quoted company”
  892. Chapter 6: Auditors' liability
  893. Voidness of provisions protecting auditors from liability
  894. 532Voidness of provisions protecting auditors from liability
  895. Indemnity for costs of defending proceedings
  896. 533Indemnity for costs of successfully defending proceedings
  897. Liability limitation agreements
  898. 534Liability limitation agreements
  899. 535Terms of liability limitation agreement
  900. 536Authorisation of agreement by members of the company
  901. 537Effect of liability limitation agreement
  902. 538Disclosure of agreement by company
  903. 538AMeaning of “corporate governance statement” etc
  904. Chapter 7: Supplementary provisions
  905. 539Minor definitions
  906. Part 17: A company's share capital
  907. Chapter 1: Shares and share capital of a company
  908. Shares
  909. 540Shares
  910. 541Nature of shares
  911. 542Nominal value of shares
  912. 543Numbering of shares
  913. 544Transferability of shares
  914. 545Companies having a share capital
  915. 546Issued and allotted share capital
  916. Share capital
  917. 547Called-up share capital
  918. 548Equity share capital
  919. Chapter 2: Allotment of shares: general provisions
  920. Power of directors to allot shares
  921. 549Exercise by directors of power to allot shares etc
  922. 550Power of directors to allot shares etc: private company with only one class of shares
  923. 551Power of directors to allot shares etc: authorisation by company
  924. Prohibition of commissions, discounts and allowances
  925. 552General prohibition of commissions, discounts and allowances
  926. 553Permitted commission
  927. Registration of allotment
  928. 554Registration of allotment
  929. Return of allotment
  930. 555Return of allotment by limited company
  931. 556Return of allotment by unlimited company allotting new class of shares
  932. 557Offence of failure to make return
  933. Supplementary provisions
  934. 558When shares are allotted
  935. 559Provisions about allotment not applicable to shares taken on formation
  936. Chapter 3: Allotment of equity securities: existing shareholders' right of pre-emption
  937. Introductory
  938. 560Meaning of “equity securities” and related expressions
  939. Existing shareholders' right of pre-emption
  940. 561Existing shareholders' right of pre-emption
  941. 562Communication of pre-emption offers to shareholders
  942. 563Liability of company and officers in case of contravention
  943. Exceptions to right of pre-emption
  944. 564Exception to pre-emption right: bonus shares
  945. 565Exception to pre-emption right: issue for non-cash consideration
  946. 566Exceptions to pre-emption right: employees' share schemes
  947. 566AException to pre-emption right: companies in financial difficulty
  948. Exclusion of right of pre-emption
  949. 567Exclusion of requirements by private companies
  950. 568Exclusion of pre-emption right: articles conferring corresponding right
  951. Disapplication of pre-emption rights
  952. 569Disapplication of pre-emption rights: private company with only one class of shares
  953. 570Disapplication of pre-emption rights: directors acting under general authorisation
  954. 571Disapplication of pre-emption rights by special resolution
  955. 572Liability for false statement in directors' statement
  956. 573Disapplication of pre-emption rights: sale of treasury shares
  957. Supplementary
  958. 574References to holder of shares in relation to offer
  959. 575Saving for other restrictions on offer or allotment
  960. 576Saving for certain older pre-emption requirements
  961. 577Provisions about pre-emption not applicable to shares taken on formation
  962. Chapter 4: Public companies: allotment where issue not fully subscribed
  963. 578Public companies: allotment where issue not fully subscribed
  964. 579Public companies: effect of irregular allotment where issue not fully subscribed
  965. Chapter 5: Payment for shares
  966. General rules
  967. 580Shares not to be allotted at a discount
  968. 581Provision for different amounts to be paid on shares
  969. 582General rule as to means of payment
  970. 583Meaning of payment in cash
  971. Additional rules for public companies
  972. 584Public companies: shares taken by subscribers of memorandum
  973. 585Public companies: must not accept undertaking to do work or perform services
  974. 586Public companies: shares must be at least one-quarter paid up
  975. 587Public companies: payment by long-term undertaking
  976. Supplementary provisions
  977. 588Liability of subsequent holders of shares
  978. 589Power of court to grant relief
  979. 590Penalty for contravention of this Chapter
  980. 591Enforceability of undertakings to do work etc
  981. 592The appropriate rate of interest
  982. Chapter 6: Public companies: independent valuation of non-cash consideration
  983. Non-cash consideration for shares
  984. 593Public company: valuation of non-cash consideration for shares
  985. 594Exception to valuation requirement: arrangement with another company
  986. 595Exception to valuation requirement: merger or division
  987. 596Non-cash consideration for shares: requirements as to valuation and report
  988. 597Copy of report to be delivered to registrar
  989. Transfer of non-cash asset in initial period
  990. 598Public company: agreement for transfer of non-cash asset in initial period
  991. 599Agreement for transfer of non-cash asset: requirement of independent valuation
  992. 600Agreement for transfer of non-cash asset: requirements as to valuation and report
  993. 601Agreement for transfer of non-cash asset: requirement of approval by members
  994. 602Copy of resolution to be delivered to registrar
  995. 603Adaptation of provisions in relation to company re-registering as public
  996. 604Agreement for transfer of non-cash asset: effect of contravention
  997. Supplementary provisions
  998. 605Liability of subsequent holders of shares
  999. 606Power of court to grant relief
  1000. 607Penalty for contravention of this Chapter
  1001. 608Enforceability of undertakings to do work etc
  1002. 609The appropriate rate of interest
  1003. Chapter 7: Share premiums
  1004. The share premium account
  1005. 610Application of share premiums
  1006. Relief from requirements as to share premiums
  1007. 611Group reconstruction relief
  1008. 612Merger relief
  1009. 613Merger relief: meaning of 90% equity holding
  1010. 614Power to make further provision by regulations
  1011. 615Relief may be reflected in company's balance sheet
  1012. Supplementary provisions
  1013. 616Interpretation of this Chapter
  1014. Chapter 8: Alteration of share capital
  1015. How share capital may be altered
  1016. 617Alteration of share capital of limited company
  1017. Subdivision or consolidation of shares
  1018. 618Sub-division or consolidation of shares
  1019. 619Notice to registrar of sub-division or consolidation
  1020. Reconversion of stock into shares
  1021. 620Reconversion of stock into shares
  1022. 621Notice to registrar of reconversion of stock into shares
  1023. Redenomination of share capital
  1024. 622Redenomination of share capital
  1025. 623Calculation of new nominal values
  1026. 624Effect of redenomination
  1027. 625Notice to registrar of redenomination
  1028. 626Reduction of capital in connection with redenomination
  1029. 627Notice to registrar of reduction of capital in connection with redenomination
  1030. 628Redenomination reserve
  1031. Chapter 9: Classes of share and class rights
  1032. Introductory
  1033. 629Classes of shares
  1034. Variation of class rights
  1035. 630Variation of class rights: companies having a share capital
  1036. 631Variation of class rights: companies without a share capital
  1037. 632Variation of class rights: saving for court's powers under other provisions
  1038. 633Right to object to variation: companies having a share capital
  1039. 634Right to object to variation: companies without a share capital
  1040. 635Copy of court order to be forwarded to the registrar
  1041. Matters to be notified to the registrar
  1042. 636Notice of name or other designation of class of shares
  1043. 637Notice of particulars of variation of rights attached to shares
  1044. 638Notice of new class of members
  1045. 639Notice of name or other designation of class of members
  1046. 640Notice of particulars of variation of class rights
  1047. Chapter 10: Reduction of share capital
  1048. Introductory
  1049. 641Circumstances in which a company may reduce its share capital
  1050. Private companies: reduction of capital supported by solvency statement
  1051. 642Reduction of capital supported by solvency statement
  1052. 643Solvency statement
  1053. 644Registration of resolution and supporting documents
  1054. Reduction of capital confirmed by the court
  1055. 645Application to court for order of confirmation
  1056. 646Creditors entitled to object to reduction
  1057. 647Offences in connection with list of creditors
  1058. 648Court order confirming reduction
  1059. 649Registration of order and statement of capital
  1060. Public company reducing capital below authorised minimum
  1061. 650Public company reducing capital below authorised minimum
  1062. 651Expedited procedure for re-registration as a private company
  1063. Effect of reduction of capital
  1064. 652Liability of members following reduction of capital
  1065. 653Liability to creditor in case of omission from list of creditors
  1066. Chapter 11: Miscellaneous and supplementary provisions
  1067. 654Treatment of reserve arising from reduction of capital
  1068. 655Shares no bar to damages against company
  1069. 656Public companies: duty of directors to call meeting on serious loss of capital
  1070. 657General power to make further provision by regulations
  1071. Part 18: Acquisition by limited company of its own shares
  1072. Chapter 1: General provisions
  1073. Introductory
  1074. 658General rule against limited company acquiring its own shares
  1075. 659Exceptions to general rule
  1076. Shares held by company's nominee
  1077. 660Treatment of shares held by nominee
  1078. 661Liability of others where nominee fails to make payment in respect of shares
  1079. Shares held by or for public company
  1080. 662Duty to cancel shares in public company held by or for the company
  1081. 663Notice of cancellation of shares
  1082. 664Re-registration as private company in consequence of cancellation
  1083. 665Issue of certificate of incorporation on re-registration
  1084. 666Effect of failure to re-register
  1085. 667Offence in case of failure to cancel shares or re-register
  1086. 668Application of provisions to company re-registering as public company
  1087. 669Transfer to reserve on acquisition of shares by public company or nominee
  1088. Charges of public company on own shares
  1089. 670Public companies: general rule against lien or charge on own shares
  1090. Supplementary provisions
  1091. 671Interests to be disregarded in determining whether company has beneficial interest
  1092. 672Residual interest under pension scheme or employees' share scheme
  1093. 673Employer's charges and other rights of recovery
  1094. 674Rights as personal representative or trustee
  1095. 675Meaning of “pension scheme”
  1096. 676Application of provisions to directors
  1097. Chapter 2: Financial assistance for purchase of own shares
  1098. Introductory
  1099. 677Meaning of “financial assistance”
  1100. Circumstances in which financial assistance prohibited
  1101. 678Assistance for acquisition of shares in public company
  1102. 679Assistance by public company for acquisition of shares in its private holding company
  1103. 680Prohibited financial assistance an offence
  1104. Exceptions from prohibition
  1105. 681Unconditional exceptions
  1106. 682Conditional exceptions
  1107. Supplementary
  1108. 683Definitions for this Chapter
  1109. Chapter 3: Redeemable shares
  1110. 684Power of limited company to issue redeemable shares
  1111. 685Terms and manner of redemption
  1112. 686Payment for redeemable shares
  1113. 687Financing of redemption
  1114. 688Redeemed shares treated as cancelled
  1115. 689Notice to registrar of redemption
  1116. Chapter 4: Purchase of own shares
  1117. General provisions
  1118. 690Power of limited company to purchase own shares
  1119. 691Payment for purchase of own shares
  1120. 692Financing of purchase of own shares
  1121. Authority for purchase of own shares
  1122. 693Authority for purchase of own shares
  1123. 693AAuthority for off-market purchase for the purposes of or pursuant to an employees' share scheme
  1124. Authority for off-market purchase
  1125. 694Authority for off-market purchase
  1126. 695Resolution authorising off-market purchase: exercise of voting rights
  1127. 696Resolution authorising off-market purchase: disclosure of details of contract
  1128. 697Variation of contract for off-market purchase
  1129. 698Resolution authorising variation: exercise of voting rights
  1130. 699Resolution authorising variation: disclosure of details of variation
  1131. 700Release of company's rights under contract for off-market purchase
  1132. Authority for market purchase
  1133. 701Authority for market purchase
  1134. Supplementary provisions
  1135. 702Copy of contract or memorandum to be available for inspection
  1136. 703Enforcement of right to inspect copy or memorandum
  1137. 704No assignment of company's right to purchase own shares
  1138. 705Payments apart from purchase price to be made out of distributable profits
  1139. 706Treatment of shares purchased
  1140. 707Return to registrar of purchase of own shares
  1141. 708Notice to registrar of cancellation of shares
  1142. Chapter 5: Redemption or purchase by private company out of capital
  1143. Introductory
  1144. 709Power of private limited company to redeem or purchase own shares out of capital
  1145. The permissible capital payment
  1146. 710The permissible capital payment
  1147. 711Available profits
  1148. 712Determination of available profits
  1149. Requirements for payment out of capital
  1150. 713Requirements for payment out of capital
  1151. 714Directors' statement and auditor's report
  1152. 715Directors' statement: offence if no reasonable grounds for opinion
  1153. 716Payment to be approved by special resolution
  1154. 717Resolution authorising payment: exercise of voting rights
  1155. 718Resolution authorising payment: disclosure of directors' statement and auditor's report
  1156. 719Public notice of proposed payment
  1157. 720Directors' statement and auditor's report to be available for inspection
  1158. Requirements for payment out of capital: employees' share schemes
  1159. 720AReduced requirements for payment out of capital for purchase of own shares for the purposes of or pursuant to an employees' share scheme
  1160. 720BRegistration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees' share scheme
  1161. Objection to payment by members or creditors
  1162. 721Application to court to cancel resolution
  1163. 722Notice to registrar of court application or order
  1164. Supplementary provisions
  1165. 723Time when payment out of capital to be made or shares to be surrendered
  1166. Chapter 6: Treasury shares
  1167. 724Treasury shares
  1168. 725Treasury shares: maximum holdings Repealed
  1169. 726Treasury shares: exercise of rights
  1170. 727Treasury shares: disposal
  1171. 728Treasury shares: notice of disposal
  1172. 729Treasury shares: cancellation
  1173. 730Treasury shares: notice of cancellation
  1174. 731Treasury shares: treatment of proceeds of sale
  1175. 732Treasury shares: offences
  1176. Chapter 7: Supplementary provisions
  1177. 733The capital redemption reserve
  1178. 734Accounting consequences of payment out of capital
  1179. 735Effect of company's failure to redeem or purchase
  1180. 736Meaning of “distributable profits”
  1181. 737General power to make further provision by regulations
  1182. Part 19: Debentures
  1183. General provisions
  1184. 738Meaning of “debenture”
  1185. 739Perpetual debentures
  1186. 740Enforcement of contract to subscribe for debentures
  1187. 741Registration of allotment of debentures
  1188. 742Debentures to bearer (Scotland)
  1189. Register of debenture holders
  1190. 743Register of debenture holders
  1191. 744Register of debenture holders: right to inspect and require copy
  1192. 745Register of debenture holders: response to request for inspection or copy
  1193. 746Register of debenture holders: refusal of inspection or default in providing copy
  1194. 747Register of debenture holders: offences in connection with request for or disclosure of information
  1195. 748Time limit for claims arising from entry in register
  1196. Supplementary provisions
  1197. 749Right of debenture holder to copy of deed
  1198. 750Liability of trustees of debentures
  1199. 751Liability of trustees of debentures: saving for certain older provisions
  1200. 752Power to re-issue redeemed debentures
  1201. 753Deposit of debentures to secure advances
  1202. 754Priorities where debentures secured by floating charge
  1203. Part 20: Private and public companies
  1204. Chapter 1: Prohibition of public offers by private companies
  1205. 755Prohibition of public offers by private company
  1206. 756Meaning of “offer to the public”
  1207. 757Enforcement of prohibition: order restraining proposed contravention
  1208. 758Enforcement of prohibition: orders available to the court after contravention
  1209. 759Enforcement of prohibition: remedial order
  1210. 760Validity of allotment etc not affected
  1211. Chapter 2: Minimum share capital requirement for public companies
  1212. 761Public company: requirement as to minimum share capital
  1213. 762Procedure for obtaining certificate
  1214. 763The authorised minimum
  1215. 764Power to alter authorised minimum
  1216. 765Authorised minimum: application of initial requirement
  1217. 766Authorised minimum: application where shares denominated in different currencies etc
  1218. 767Consequences of doing business etc without a trading certificate
  1219. Part 21: Certification and transfer of securities
  1220. Chapter 1: Certification and transfer of securities: general
  1221. Share certificates
  1222. 768Share certificate to be evidence of title
  1223. Issue of certificates etc on allotment
  1224. 769Duty of company as to issue of certificates etc on allotment
  1225. Transfer of securities
  1226. 770Registration of transfer
  1227. 771Procedure on transfer being lodged
  1228. 772Transfer of shares on application of transferor
  1229. 773Execution of share transfer by personal representative
  1230. 774Evidence of grant of probate etc
  1231. 775Certification of instrument of transfer
  1232. Issue of certificates etc on transfer
  1233. 776Duty of company as to issue of certificates etc on transfer
  1234. 777Issue of certificates etc: cases within the Stock Transfer Act 1982
  1235. Issue of certificates etc on allotment or transfer to financial institution
  1236. 778Issue of certificates etc: allotment or transfer to financial institution
  1237. Share warrants
  1238. 779Prohibition on issue of new share warrants and effect of existing share warrants
  1239. 780Duty of company as to issue of certificates on surrender of share warrant Repealed
  1240. 781Offences in connection with share warrants (Scotland)
  1241. Supplementary provisions
  1242. 782Issue of certificates etc: court order to make good default
  1243. Chapter 2: Evidencing and transfer of title to securities without written instrument
  1244. Introductory
  1245. 783Scope of this Chapter
  1246. 784Power to make regulations
  1247. Powers exercisable
  1248. 785Provision enabling procedures for evidencing and transferring title
  1249. 786Provision enabling or requiring arrangements to be adopted
  1250. 787Provision enabling or requiring arrangements to be adopted: order-making powers
  1251. Supplementary
  1252. 788Provision that may be included in regulations
  1253. 789Duty to consult
  1254. 790Resolutions to be forwarded to registrar
  1255. Part 21A: Information about people with significant control
  1256. Chapter 1: Introduction
  1257. 790AOverview
  1258. 790BCompanies to which this Part applies
  1259. 790CKey terms
  1260. 790CAReferences to “confirmation” etc of information
  1261. Chapter 2: Information-gathering
  1262. Duty on companies
  1263. 790CBDuty to find out about persons with significant control
  1264. 790DCompany’s duty to give notices to persons with significant control
  1265. 790DAObtaining information from third parties
  1266. 790ECompany’s duty to find out about changes in PSC information
  1267. 790EACompany’s duty to find out about persons ceasing to be PSCs
  1268. 790EBCompany’s duty to notify failure to comply with notices
  1269. 790ECCompany’s duty to notify of late compliance with notices
  1270. 790EDCompany’s duty to notify that it has given a restrictions notice
  1271. 790EECompany’s duty to notify that it has withdrawn a restrictions notice
  1272. 790EFCompany’s duty to notify that court has ended restrictions
  1273. 790FFailure by company to comply with information duties
  1274. Duty on others
  1275. 790GDuty to notify company on becoming PSC
  1276. 790HDuty to notify company of changes in PSC information
  1277. 790HADuty to notify company of ceasing to be a PSC
  1278. Compliance
  1279. 790IEnforcement of disclosure requirements
  1280. Power to impose further duties
  1281. 790IAPower to impose further duties involving nominee shareholders
  1282. Exemption from information and registration requirements
  1283. 790JPower to make exemptions
  1284. Required particulars
  1285. 790KRequired particulars
  1286. 790LRequired particulars: power to amend
  1287. Chapter 2A: Duty to notify registrar of persons with significant control and ID verification
  1288. Duty to notify registrar of persons with significant control
  1289. 790LADuty to notify registrar of confirmed persons with significant control
  1290. 790LBOption to provide ID verification information in notice of change
  1291. 790LCDuty to notify registrar of unconfirmed persons with significant control
  1292. Duty to notify registrar of changes in required particulars
  1293. 790LDDuties to notify of changes in required particulars
  1294. 790LEDuty to notify of pre-incorporation changes in required particulars
  1295. Duty to notify registrar of person ceasing to be person with significant control etc
  1296. 790LFDuty to notify registrar when person ceases to have significant control
  1297. 790LGNotification of someone not becoming person with significant control on incorporation
  1298. 790LHDuty to notify registrar if company has no persons with significant control
  1299. 790LIPower to create further duties to notify information
  1300. 790LJPersons with significant control: offence of failure to notify
  1301. 790LKPower of court to order company to remedy defaults or delay
  1302. 790LLInformation as to whether information has been delivered
  1303. Identity verification obligations for persons with significant control
  1304. 790LMInitial identity verification: registrable persons
  1305. 790LNInitial identity verification for registrable persons: transitional cases
  1306. 790LOInitial identity verification: registrable relevant legal entities
  1307. 790LPInitial identity verification in respect of registrable relevant legal entities: transitional cases
  1308. 790LQRegistrable persons: duty to maintain verified identity status
  1309. 790LRRegistrable relevant legal entities: duty to maintain registered officer whose identity is verified
  1310. 790LSRegistrable relevant legal entities: change of registered relevant officer
  1311. 790LTOffence of failing to comply with sections 790LM to 790LR
  1312. Chapter 3: Register of people with significant control Repealed
  1313. 790MDuty to keep register Repealed
  1314. 790NRegister to be kept available for inspection Repealed
  1315. 790ORights to inspect and require copies Repealed
  1316. 790PPSC register: response to request for inspection or copy Repealed
  1317. 790QPSC register: refusal of inspection or default in providing copy Repealed
  1318. 790RPSC register: offences in connection with request for or disclosure of information Repealed
  1319. 790SInformation as to state of register Repealed
  1320. 790TProtected information Repealed
  1321. 790URemoval of entries from the register Repealed
  1322. 790VPower of court to rectify register Repealed
  1323. 790VANotification of changes to the registrar Repealed
  1324. Chapter 4: Alternative method of record-keeping
  1325. 790WIntroductory Repealed
  1326. 790XRight to make an election Repealed
  1327. 790YEffective date of election Repealed
  1328. 790ZEffect of election on obligations under Chapter 3 Repealed
  1329. 790ZADuty to notify registrar of changes Repealed
  1330. 790ZBInformation as to state of central register Repealed
  1331. 790ZCPower of court to order company to remedy default or delay Repealed
  1332. 790ZDWithdrawing the election Repealed
  1333. 790ZEPower to extend option to public companies Repealed
  1334. Chapter 5: Protection from disclosure
  1335. 790ZFProtection of information as to usual residential address
  1336. 790ZGPower to make regulations protecting material
  1337. 790ZHOffence of failing to comply with regulations under section 790ZG
  1338. Part 22: Information about interests in a company's shares
  1339. Introductory
  1340. 791Companies to which this Part applies
  1341. 792Shares to which this Part applies
  1342. Notice requiring information about interests in shares
  1343. 793Notice by company requiring information about interests in its shares
  1344. 794Notice requiring information: order imposing restrictions on shares
  1345. 795Notice requiring information: offences
  1346. 796Notice requiring information: persons exempted from obligation to comply
  1347. Orders imposing restrictions on shares
  1348. 797Consequences of order imposing restrictions
  1349. 798Penalty for attempted evasion of restrictions
  1350. 799Relaxation of restrictions
  1351. 800Removal of restrictions
  1352. 801Order for sale of shares
  1353. 802Application of proceeds of sale under court order
  1354. Power of members to require company to act
  1355. 803Power of members to require company to act
  1356. 804Duty of company to comply with requirement
  1357. 805Report to members on outcome of investigation
  1358. 806Report to members: offences
  1359. 807Right to inspect and request copy of reports
  1360. Register of interests disclosed
  1361. 808Register of interests disclosed
  1362. 809Register to be kept available for inspection
  1363. 810Associated index
  1364. 811Rights to inspect and require copy of entries
  1365. 812Court supervision of purpose for which rights may be exercised
  1366. 813Register of interests disclosed: refusal of inspection or default in providing copy
  1367. 814Register of interests disclosed: offences in connection with request for or disclosure of information
  1368. 815Entries not to be removed from register
  1369. 816Removal of entries from register: old entries
  1370. 817Removal of entries from register: incorrect entry relating to third party
  1371. 818Adjustment of entry relating to share acquisition agreement
  1372. 819Duty of company ceasing to be public company
  1373. Meaning of interest in shares
  1374. 820Interest in shares: general
  1375. 821Interest in shares: right to subscribe for shares
  1376. 822Interest in shares: family interests
  1377. 823Interest in shares: corporate interests
  1378. 824Interest in shares: agreement to acquire interests in a particular company
  1379. 825Extent of obligation in case of share acquisition agreement
  1380. Other supplementary provisions
  1381. 826Information protected from wider disclosure
  1382. 827Reckoning of periods for fulfilling obligations
  1383. 828Power to make further provision by regulations
  1384. Part 23: Distributions
  1385. Chapter 1: Restrictions on when distributions may be made
  1386. Introductory
  1387. 829Meaning of “distribution”
  1388. General rules
  1389. 830Distributions to be made only out of profits available for the purpose
  1390. 831Net asset restriction on distributions by public companies
  1391. Distributions by investment companies or Solvency 2 insurance companies
  1392. 832Distributions by investment companies out of accumulated revenue profits
  1393. 833Meaning of “investment company”
  1394. 833ADistributions by insurance companies authorised under the Solvency 2 Directive
  1395. 834Investment company: condition as to holdings in other companies Repealed
  1396. 835Power to extend provisions relating to investment companies Repealed
  1397. Chapter 2: Justification of distribution by reference to accounts
  1398. Justification of distribution by reference to accounts
  1399. 836Justification of distribution by reference to relevant accounts
  1400. Requirements applicable in relation to relevant accounts
  1401. 837Requirements where last annual accounts used
  1402. 838Requirements where interim accounts used
  1403. 839Requirements where initial accounts used
  1404. Application of provisions to successive distributions etc
  1405. 840Successive distributions etc by reference to the same accounts
  1406. Chapter 3: Supplementary provisions
  1407. Accounting matters
  1408. 841Realised losses and profits and revaluation of fixed assets
  1409. 842Determination of profit or loss in respect of asset where records incomplete
  1410. 843Realised profits and losses of long-term insurance business of certain insurance companies
  1411. 844Treatment of development costs
  1412. Distributions in kind
  1413. 845Distributions in kind: determination of amount
  1414. 846Distributions in kind: treatment of unrealised profits
  1415. Consequences of unlawful distribution
  1416. 847Consequences of unlawful distribution
  1417. Other matters
  1418. 848Saving for certain older provisions in articles
  1419. 849Restriction on application of unrealised profits
  1420. 850Treatment of certain older profits or losses
  1421. 851Application of rules of law restricting distributions
  1422. 852Saving for other restrictions on distributions
  1423. 853Minor definitions
  1424. Part 24: Annual confirmation of accuracy of information on register
  1425. 853ADuty to deliver confirmation statements
  1426. 853BDuties to notify a relevant event
  1427. 853BADuty to confirm lawful purpose
  1428. 853CDuty to notify a change in company's principal business activities
  1429. 853CADuty to notify a change in registered office
  1430. 853CBDuty to notify a change in registered email address
  1431. 853DDuty to deliver statement of capital
  1432. 853EDuty to notify trading status of shares
  1433. 853FDuty to deliver shareholder information: non-traded companies
  1434. 853GDuty to deliver shareholder information: certain traded companies
  1435. 853HDuty to deliver information about exemption from Part 21A
  1436. 853IDuty to deliver information about people with significant control Repealed
  1437. 853JPower to amend duties to deliver certain information
  1438. 853KConfirmation statements: power to make further provision by regulations
  1439. 853LFailure to deliver confirmation statement
  1440. 854Duty to deliver annual returns Repealed
  1441. 855Contents of annual return: general Repealed
  1442. 855ARequired particulars of directors and secretaries Repealed
  1443. 856Contents of annual return: information about shares and share capital Repealed
  1444. 856AContents of annual return: information about shareholders: non-traded companies Repealed
  1445. 856BContents of annual return: information about shareholders: certain traded companies Repealed
  1446. 857Contents of annual return: power to make further provision by regulations Repealed
  1447. 858Failure to deliver annual return Repealed
  1448. 859Application of provisions to shadow directors Repealed
  1449. Part 25: Company charges
  1450. Chapter A1: Registration of company charges
  1451. Company charges
  1452. 859ACharges created by a company
  1453. 859BCharge in series of debentures
  1454. 859CCharges existing on property or undertaking acquired
  1455. 859DParticulars to be delivered to registrar
  1456. 859EDate of creation of charge
  1457. 859FExtension of period allowed for delivery
  1458. 859GPersonal information etc in certified copies
  1459. Consequence of non-delivery
  1460. 859HConsequence of failure to deliver charges
  1461. The register
  1462. 859IEntries on the register
  1463. 859JCompany holding property or undertaking as trustee
  1464. 859KRegistration of enforcement of security
  1465. 859LEntries of satisfaction and release
  1466. 859MRectification of register
  1467. 859NReplacement of instrument or debenture
  1468. 859ONotification of addition to or amendment of charge
  1469. Companies' records and registers
  1470. 859PCompanies to keep copies of instruments creating and amending charges
  1471. 859QInstruments creating charges to be available for inspection
  1472. Chapter 1: Companies registered in England and Wales or in Northern Ireland
  1473. Requirement to register company charges
  1474. 860Charges created by a company
  1475. 861Charges which have to be registered: supplementary
  1476. 862Charges existing on property acquired
  1477. Special rules about debentures
  1478. 863Charge in series of debentures
  1479. 864Additional registration requirement for commission etc in relation to debentures
  1480. 865Endorsement of certificate on debentures
  1481. Charges in other jurisdictions
  1482. 866Charges created in, or over property in, jurisdictions outside the United Kingdom
  1483. 867Charges created in, or over property in, another United Kingdom jurisdiction
  1484. Orders charging land: Northern Ireland
  1485. 868Northern Ireland: registration of certain charges etc. affecting land
  1486. The register of charges
  1487. 869Register of charges to be kept by registrar
  1488. 870The period allowed for registration
  1489. 871Registration of enforcement of security
  1490. 872Entries of satisfaction and release
  1491. 873Rectification of register of charges
  1492. Avoidance of certain charges
  1493. 874Consequence of failure to register charges created by a company
  1494. Companies' records and registers
  1495. 875Companies to keep copies of instruments creating charges
  1496. 876Company's register of charges
  1497. 877Instruments creating charges and register of charges to be available for inspection
  1498. Chapter 2: Companies registered in Scotland
  1499. Charges requiring registration
  1500. 878Charges created by a company
  1501. 879Charges which have to be registered: supplementary
  1502. 880Duty to register charges existing on property acquired
  1503. 881Charge by way of ex facie absolute disposition, etc
  1504. Special rules about debentures
  1505. 882Charge in series of debentures
  1506. 883Additional registration requirement for commission etc in relation to debentures
  1507. Charges on property outside the United Kingdom
  1508. 884Charges on property outside United Kingdom
  1509. The register of charges
  1510. 885Register of charges to be kept by registrar
  1511. 886The period allowed for registration
  1512. 887Entries of satisfaction and relief
  1513. 888Rectification of register of charges
  1514. Avoidance of certain charges
  1515. 889Charges void unless registered
  1516. Companies' records and registers
  1517. 890Copies of instruments creating charges to be kept by company
  1518. 891Company's register of charges
  1519. 892Instruments creating charges and register of charges to be available for inspection
  1520. Chapter 3: Powers of the Secretary of State
  1521. 893Power to make provision for effect of registration in special register
  1522. 894General power to make amendments to this Part
  1523. Part 26: Arrangements and reconstructions: general
  1524. Application of this Part
  1525. 895Application of this Part
  1526. Meeting of creditors or members
  1527. 896Court order for holding of meeting
  1528. 897Statement to be circulated or made available
  1529. 898Duty of directors and trustees to provide information
  1530. Court sanction for compromise or arrangement
  1531. 899Court sanction for compromise or arrangement
  1532. Special cases
  1533. 899AMoratorium debts, etc
  1534. Reconstructions and amalgamations
  1535. 900Powers of court to facilitate reconstruction or amalgamation
  1536. Obligations of company with respect to articles etc
  1537. 901Obligations of company with respect to articles etc
  1538. Part 26A: Arrangements and reconstructions: companies in financial difficulty
  1539. Application of this Part
  1540. 901AApplication of this Part
  1541. 901BPower to exclude companies providing financial services, etc
  1542. Meeting of creditors or members
  1543. 901CCourt order for holding of meeting
  1544. 901DStatement to be circulated or made available
  1545. 901EDuty of directors and trustees to provide information
  1546. Court sanction for compromise or arrangement
  1547. 901FCourt sanction for compromise or arrangement
  1548. 901GSanction for compromise or arrangement where one or more classes dissent
  1549. Special cases
  1550. 901HMoratorium debts, etc
  1551. 901IPension schemes
  1552. Reconstructions and amalgamations
  1553. 901JPowers of court to facilitate reconstruction or amalgamation
  1554. Obligations of company with respect to articles etc
  1555. 901KObligations of company with respect to articles etc
  1556. Power to amend Act
  1557. 901LPower to amend Act
  1558. Part 27: Mergers and divisions of public companies
  1559. Chapter 1: Introductory
  1560. 902Application of this Part
  1561. 903Relationship of this Part to Parts 26 and 26A
  1562. Chapter 2: Merger
  1563. Introductory
  1564. 904Mergers and merging companies
  1565. Requirements applicable to merger
  1566. 905Draft terms of scheme (merger)
  1567. 906Publication of draft terms by registrar(merger)
  1568. 906APublication of draft terms on company website (merger)
  1569. 907Approval of members of merging companies
  1570. 908Directors' explanatory report (merger)
  1571. 909Expert's report (merger)
  1572. 910Supplementary accounting statement (merger)
  1573. 911Inspection of documents (merger)
  1574. 911APublication of documents on company website (merger)
  1575. 911BReport on material changes of assets of merging companies
  1576. 912Approval of articles of new transferee company (merger)
  1577. 913Protection of holders of securities to which special rights attached (merger)
  1578. 914No allotment of shares to transferor company or its nominee (merger)
  1579. Exceptions where shares of transferor company held by transferee company
  1580. 915Circumstances in which certain particulars and reports not required (merger)
  1581. 915AOther circumstances in which reports and inspection not required (merger)
  1582. 916Circumstances in which meeting of members of transferee company not required (merger)
  1583. 917Circumstances in which no meetings required (merger)
  1584. Other exceptions
  1585. 917AOther circumstances in which meeting of members of transferor company not required (merger)
  1586. 918Other circumstances in which meeting of members of transferee company not required (merger)
  1587. 918AAgreement to dispense with reports etc (merger)
  1588. Chapter 3: Division
  1589. Introductory
  1590. 919Divisions and companies involved in a division
  1591. Requirements to be complied with in case of division
  1592. 920Draft terms of scheme (division)
  1593. 921Publication of draft terms by registrar(division)
  1594. 921APublication of draft terms on company website (division)
  1595. 922Approval of members of companies involved in the division
  1596. 923Directors' explanatory report (division)
  1597. 924Expert's report (division)
  1598. 925Supplementary accounting statement (division)
  1599. 926Inspection of documents (division)
  1600. 926APublication of documents on company website (division)
  1601. 927Report on material changes of assets of transferor company (division)
  1602. 928Approval of articles of new transferee company (division)
  1603. 929Protection of holders of securities to which special rights attached (division)
  1604. 930No allotment of shares to transferor company or its nominee (division)
  1605. Exceptions where shares of transferor company held by transferee company
  1606. 931Circumstances in which meeting of members of transferor company not required (division)
  1607. Other exceptions
  1608. 931AOther circumstances in which meeting of members of transferor company not required (division)
  1609. 932Circumstances in which meeting of members of transferee company not required (division)
  1610. 933Agreement to dispense with reports etc (division)
  1611. 933ACertain requirements excluded where shareholders given proportional rights (division)
  1612. 934Power of court to exclude certain requirements (division)
  1613. Chapter 4: Supplementary provisions
  1614. Expert's report and related matters
  1615. 935Expert's report: valuation by another person
  1616. 936Experts and valuers: independence requirement
  1617. 937Experts and valuers: meaning of “associate”
  1618. Powers of the court
  1619. 938Power of court to summon meeting of members or creditors of existing transferee company
  1620. 939Court to fix date for transfer of undertaking etc of transferor company
  1621. Liability of transferee companies
  1622. 940Liability of transferee companies for each other's defaults
  1623. Disruption of websites
  1624. 940ADisregard of website failures beyond control of company
  1625. Interpretation
  1626. 941Meaning of “liabilities” and “property”
  1627. Part 28: Takeovers etc
  1628. Chapter 1: The Takeover Panel
  1629. The Panel and its rules
  1630. 942The Panel
  1631. 943Rules
  1632. 944Further provisions about rules
  1633. 945Rulings
  1634. 946Directions
  1635. Information
  1636. 947Power to require documents and information
  1637. 948Restrictions on disclosure
  1638. 949Offence of disclosure in contravention of section 948
  1639. Co-operation
  1640. 950Panel's duty of co-operation
  1641. Hearings and appeals
  1642. 951Hearings and appeals
  1643. Contravention of rules etc
  1644. 952Sanctions
  1645. 953Failure to comply with rules about bid documentation
  1646. 954Compensation
  1647. 955Enforcement by the court
  1648. 956No action for breach of statutory duty etc
  1649. Funding
  1650. 957Fees and charges
  1651. 958Levy
  1652. 959Recovery of fees, charges or levy
  1653. Miscellaneous and supplementary
  1654. 960Panel as party to proceedings
  1655. 961Exemption from liability in damages
  1656. 962Privilege against self-incrimination
  1657. 963Annual reports
  1658. 964Amendments to Financial Services and Markets Act 2000
  1659. 965Power to extend to Isle of Man and Channel Islands
  1660. Chapter 2: Impediments to takeovers
  1661. Opting in and opting out
  1662. 966Opting in and opting out
  1663. 967Further provision about opting-in and opting-out resolutions
  1664. Consequences of opting in
  1665. 968Effect on contractual restrictions
  1666. 969Power of offeror to require general meeting to be called
  1667. Supplementary
  1668. 970Communication of decisions
  1669. 971Interpretation of this Chapter
  1670. 972Transitory provision
  1671. 973Power to extend to Isle of Man and Channel Islands
  1672. Chapter 3: “Squeeze-out” and “Sell-out”
  1673. Takeover offers
  1674. 974Meaning of “takeover offer”
  1675. 975Shares already held by the offeror etc
  1676. 976Cases where offer treated as being on same terms
  1677. 977Shares to which an offer relates
  1678. 978Effect of impossibility etc of communicating or accepting offer
  1679. “Squeeze-out”
  1680. 979Right of offeror to buy out minority shareholder
  1681. 980Further provision about notices given under section 979
  1682. 981Effect of notice under section 979
  1683. 982Further provision about consideration held on trust under section 981(9)
  1684. “Sell-out”
  1685. 983Right of minority shareholder to be bought out by offeror
  1686. 984Further provision about rights conferred by section 983
  1687. 985Effect of requirement under section 983
  1688. Supplementary
  1689. 986Applications to the court
  1690. 987Joint offers
  1691. Interpretation
  1692. 988Associates
  1693. 989Convertible securities
  1694. 990Debentures carrying voting rights
  1695. 991Interpretation
  1696. Chapter 4: Amendments to Part 7 of the Companies Act 1985
  1697. 992Matters to be dealt with in directors' report
  1698. Part 29: Fraudulent trading
  1699. 993Offence of fraudulent trading
  1700. Part 30: Protection of members against unfair prejudice
  1701. Main provisions
  1702. 994Petition by company member
  1703. 995Petition by Secretary of State
  1704. 996Powers of the court under this Part
  1705. Supplementary provisions
  1706. 997Application of general rule-making powers
  1707. 998Copy of order affecting company's constitution to be delivered to registrar
  1708. 999Supplementary provisions where company's constitution altered
  1709. Part 31: Dissolution and restoration to the register
  1710. Chapter 1: Striking off
  1711. Registrar's power to strike off defunct company
  1712. 1000Power to strike off company not carrying on business or in operation
  1713. 1001Duty to act in case of company being wound up
  1714. 1002Supplementary provisions as to service of communication or notice
  1715. Registrar’s power to strike off company registered on false basis
  1716. 1002APower to strike off company registered on false basis
  1717. Voluntary striking off
  1718. 1003Striking off on application by company
  1719. 1004Circumstances in which application not to be made: activities of company
  1720. 1005Circumstances in which application not to be made: other proceedings not concluded
  1721. 1006Copy of application to be given to members, employees, etc
  1722. 1007Copy of application to be given to new members, employees, etc
  1723. 1008Copy of application: provisions as to service of documents
  1724. 1009Circumstances in which application to be withdrawn
  1725. 1010Withdrawal of application
  1726. 1011Meaning of “creditor”
  1727. Chapter 2: Property of dissolved company
  1728. Property vesting as bona vacantia
  1729. 1012Property of dissolved company to be bona vacantia
  1730. 1013Crown disclaimer of property vesting as bona vacantia
  1731. 1014Effect of Crown disclaimer
  1732. Effect of Crown disclaimer: England and Wales and Northern Ireland
  1733. 1015General effect of disclaimer
  1734. 1016Disclaimer of leaseholds
  1735. 1017Power of court to make vesting order
  1736. 1018Protection of persons holding under a lease
  1737. 1019Land subject to rentcharge
  1738. Effect of Crown disclaimer: Scotland
  1739. 1020General effect of disclaimer
  1740. 1021Power of court to make vesting order
  1741. 1022Protection of persons holding under a lease
  1742. Supplementary provisions
  1743. 1023Liability for rentcharge on company's land after dissolution
  1744. Chapter 3: Restoration to the register
  1745. Administrative restoration to the register
  1746. 1024Application for administrative restoration to the register
  1747. 1025Requirements for administrative restoration
  1748. 1026Application to be accompanied by statement of compliance
  1749. 1027Registrar's decision on application for administrative restoration
  1750. 1028Effect of administrative restoration
  1751. 1028AAdministrative restoration of company with share warrants
  1752. Restoration to the register by the court
  1753. 1029Application to court for restoration to the register
  1754. 1030When application to the court may be made
  1755. 1031Decision on application for restoration by the court
  1756. 1032Effect of court order for restoration to the register
  1757. 1032ARestoration by court of company with share warrants
  1758. Supplementary provisions
  1759. 1033Company's name on restoration
  1760. 1034Effect of restoration to the register where property has vested as bona vacantia
  1761. Part 32: Company investigations: amendments
  1762. 1035Powers of Secretary of State to give directions to inspectors
  1763. 1036Resignation, removal and replacement of inspectors
  1764. 1037Power to obtain information from former inspectors etc
  1765. 1038Power to require production of documents
  1766. 1039Disqualification orders: consequential amendments Repealed
  1767. Part 33: UK companies not formed under companies legislation
  1768. Chapter 1: Companies not formed under companies legislation but authorised to register
  1769. 1040Companies authorised to register under this Act
  1770. 1041Definition of “joint stock company”
  1771. 1042Power to make provision by regulations
  1772. Chapter 2: Unregistered companies
  1773. 1043Unregistered companies
  1774. Part 34: Overseas companies
  1775. Introductory
  1776. 1044Overseas companies
  1777. 1045Company contracts and execution of documents by companies
  1778. Registration of particulars
  1779. 1046Duty to register particulars
  1780. 1047Registered name of overseas company
  1781. 1048Registration under alternative name
  1782. 1048ARegistered addresses of an overseas company
  1783. 1048BIdentity verification of directors
  1784. Other requirements
  1785. 1049Accounts and reports: general
  1786. 1050Accounts and reports: credit or financial institutions
  1787. 1051Trading disclosures
  1788. 1052Company charges
  1789. 1053Other returns etc
  1790. Supplementary
  1791. 1054Offences
  1792. 1055Disclosure of individual's residential address: protection from disclosure
  1793. 1056Requirement to identify persons authorised to accept service of documents
  1794. 1057Registrar to whom returns, notices etc to be delivered
  1795. 1058Duty to give notice of ceasing to have registrable presence
  1796. 1059Application of provisions in case of relocation of branch
  1797. Part 35: The registrar of companies
  1798. Chapter
  1799. Scheme of this Part
  1800. 1059AScheme of this Part
  1801. The registrar
  1802. 1060The registrar
  1803. 1061The registrar's functions
  1804. 1062The registrar's official seal
  1805. 1062AAnalysis of information for the purposes of crime prevention or detection
  1806. 1063Fees payable to registrar
  1807. Certificates of incorporation
  1808. 1064Public notice of issue of certificate of incorporation
  1809. 1065Right to certificate of incorporation
  1810. Registered numbers
  1811. 1066Company's registered numbers
  1812. 1067Registered numbers of UK establishments of overseas company
  1813. Who may deliver documents to the registrar
  1814. 1067ADelivery of documents: identity verification requirements etc
  1815. 1067BDisqualification from delivering documents
  1816. Delivery of documents to the registrar
  1817. 1068Registrar's requirements as to form, authentication and manner of delivery
  1818. 1068ARegistrar’s rules requiring documents to be delivered together
  1819. 1069Power to require delivery by electronic means Repealed
  1820. 1070Agreement for delivery by electronic means
  1821. 1071Document not delivered until received
  1822. Requirements for proper delivery
  1823. 1072Requirements for proper delivery
  1824. 1073Power to accept documents not meeting requirements for proper delivery
  1825. 1073APower to reject documents for discrepancies
  1826. 1074Documents containing unnecessary material
  1827. 1075Informal correction of document Repealed
  1828. 1076Replacement of document not meeting requirements for proper delivery
  1829. Public notice of receipt of certain documents
  1830. 1077Public notice of receipt of certain documents
  1831. 1078Enhanced disclosure documents
  1832. 1079Effect of failure to give public notice
  1833. 1079AProvision of information for publication on European e-Justice portal Repealed
  1834. Notice of receipt of documents about new directors
  1835. 1079BDuty to notify directors
  1836. The register
  1837. 1080The register
  1838. 1081Annotation of the register
  1839. 1081ARegistrar’s objectives to promote integrity of registers etc
  1840. 1082Allocation of unique identifiers
  1841. 1083Preservation of original documents
  1842. 1084Records relating to companies that have been dissolved etc
  1843. 1084ARecording of optional information on register
  1844. Inspection etc of the register
  1845. 1085Inspection of the register
  1846. 1086Right to copy of material on the register
  1847. 1087Material not available for public inspection
  1848. 1087ZARequired particulars available for public inspection for limited period Repealed
  1849. 1087AProtection of date of birth information
  1850. 1087BProtection of date of birth information in old documents
  1851. 1087CDisclosure of date of birth information
  1852. 1088Power to make regulations protecting material
  1853. 1089Form of application for inspection or copy
  1854. 1090Form and manner in which copies to be provided
  1855. 1091Certification of copies as accurate
  1856. 1092Issue of process for production of records kept by the registrar
  1857. Additional information
  1858. 1092APower to require information
  1859. 1092BOffence relating to provision of information
  1860. 1092CPrivilege against self-incrimination
  1861. Correction or removal of material on the register
  1862. 1093Registrar's notice to resolve inconsistency ...
  1863. 1094Removal of material from the register
  1864. 1094AFurther provision about removal of material from the register
  1865. 1094ABPower of court to make consequential orders following removal
  1866. 1095Rectification of register on application to registrar Repealed
  1867. 1095ARectification of register to resolve a discrepancy Repealed
  1868. 1096Rectification of the register under court order
  1869. 1097Powers of court on ordering removal of material from the register
  1870. 1097ARectification of register relating to company registered office
  1871. 1097BRectification of register: service addresses
  1872. 1097CRectification of register: principal office addresses
  1873. 1098Public notice of removal of certain material from the register
  1874. Authorised corporate service providers
  1875. 1098AMeaning of “authorised corporate service provider”
  1876. 1098BApplication to become authorised corporate service provider
  1877. 1098CThe required information about an applicant
  1878. 1098DDelivery of applications under section 1098B on behalf of a firm
  1879. 1098EUpdating duties of authorised corporate service providers
  1880. 1098FCeasing to be an authorised corporate service provider
  1881. 1098GPower to impose duties to provide information
  1882. 1098HPower to enable authorisation of foreign corporate service providers
  1883. The registrar's index of company names
  1884. 1099The registrar's index of company names
  1885. 1100Right to inspect index
  1886. 1101Power to amend enactments relating to bodies other than companies
  1887. Language requirements: translation
  1888. 1102Application of language requirements
  1889. 1103Documents to be drawn up and delivered in English
  1890. 1104Documents relating to Welsh companies
  1891. 1105Documents that may be drawn up and delivered in other languages
  1892. 1106Voluntary filing of translations
  1893. 1107Certified translations
  1894. Language requirements: transliteration
  1895. 1108Transliteration of names and addresses: permitted characters
  1896. 1109Transliteration of names and addresses: voluntary transliteration into Roman characters
  1897. 1110Transliteration of names and addresses: certification
  1898. Identity verification
  1899. 1110AMeaning of “identity is verified”
  1900. 1110BVerification requirements
  1901. 1110CIdentity verification: exemption on national security grounds etc
  1902. Discrepancy reporting
  1903. 1110DPower to require businesses to report discrepancies
  1904. Disclosure of information
  1905. 1110EDisclosure to the registrar
  1906. 1110FDisclosure by the registrar
  1907. 1110GDisclosure: supplementary
  1908. Supplementary provisions
  1909. 1111Registrar's requirements as to certification or verification
  1910. 1112False statements: basic offence
  1911. 1112AFalse statements: aggravated offence
  1912. 1112BFalse statements offences: national security etc defence
  1913. 1113Enforcement of company's filing obligations
  1914. 1114Application of provisions about documents and delivery
  1915. 1115Supplementary provisions relating to electronic communications
  1916. 1116Alternative to publication in the Gazette
  1917. 1117Registrar's rules
  1918. 1118Payments into the Consolidated Fund
  1919. 1119Contracting out of registrar's functions
  1920. 1120Application of this Part to overseas companies Repealed
  1921. Part 36: Offences under the Companies Acts and financial penalties
  1922. Liability of officer in default
  1923. 1121Liability of officer in default
  1924. 1122Liability of company as officer in default
  1925. 1123Application to bodies other than companies
  1926. Offences under the Companies Act 1985
  1927. 1124Amendments of the Companies Act 1985
  1928. General provisions
  1929. 1125Meaning of “daily default fine”
  1930. 1126Consents required for certain prosecutions
  1931. 1127Summary proceedings: venue
  1932. 1128Summary proceedings: time limit for proceedings
  1933. 1129Legal professional privilege
  1934. 1130Proceedings against unincorporated bodies
  1935. 1131Imprisonment on summary conviction in England and Wales: transitory provision
  1936. Production and inspection of documents
  1937. 1132Production and inspection of documents where offence suspected
  1938. Financial penalties
  1939. 1132APower to make provision for financial penalties
  1940. Supplementary
  1941. 1133Transitional provision
  1942. Part 37: Companies: supplementary provisions
  1943. Company records
  1944. 1134Meaning of “company records”
  1945. 1135Form of company records
  1946. 1136Regulations about where certain company records to be kept available for inspection
  1947. 1137Regulations about inspection of records and provision of copies
  1948. 1138Duty to take precautions against falsification
  1949. Service addresses
  1950. 1139Service of documents on company
  1951. 1140Service of documents on directors, secretaries and others
  1952. 1141Service addresses
  1953. 1142Requirement to give service address
  1954. Sending or supplying documents or information
  1955. 1143The company communications provisions
  1956. 1144Sending or supplying documents or information
  1957. 1145Right to hard copy version
  1958. 1146Requirement of authentication
  1959. 1147Deemed delivery of documents and information
  1960. 1148Interpretation of company communications provisions
  1961. Requirements as to independent valuation
  1962. 1149Application of valuation requirements
  1963. 1150Valuation by qualified independent person
  1964. 1151The independence requirement
  1965. 1152Meaning of “associate”
  1966. 1153Valuer entitled to full disclosure
  1967. Notice of appointment of certain officers
  1968. 1154Duty to notify registrar of certain appointments etc
  1969. 1155Offence of failure to give notice
  1970. Courts and legal proceedings
  1971. 1156Meaning of “the court”
  1972. 1157Power of court to grant relief in certain cases
  1973. Part 38: Companies: interpretation
  1974. Meaning of “UK-registered company”
  1975. 1158Meaning of “UK-registered company”
  1976. Meaning of “subsidiary” and related expressions
  1977. 1159Meaning of “subsidiary” etc
  1978. 1160Meaning of “subsidiary” etc: power to amend
  1979. Meaning of “undertaking” and related expressions
  1980. 1161Meaning of “undertaking” and related expressions
  1981. 1162Parent and subsidiary undertakings
  1982. Other definitions
  1983. 1163“Non-cash asset”
  1984. 1164Meaning of “banking company” and “banking group”
  1985. 1165Meaning of “insurance company” and related expressions
  1986. 1166“Employees' share scheme”
  1987. 1167Meaning of “prescribed”
  1988. 1168Hard copy and electronic form and related expressions
  1989. 1169Dormant companies
  1990. 1170Meaning of “EEA State” and related expressions
  1991. 1170AReceiver or manager and certain related references
  1992. 1170BMeaning of “contributory”
  1993. 1171The former Companies Acts
  1994. General
  1995. 1172References to requirements of this Act
  1996. 1173Minor definitions: general
  1997. 1174Index of defined expressions
  1998. Part 39: Companies: minor amendments
  1999. 1175Removal of special provisions about accounts and audit of charitable companies Repealed
  2000. 1176Power of Secretary of State to bring civil proceedings on company's behalf
  2001. 1177Repeal of certain provisions about company directors
  2002. 1178Repeal of requirement that certain companies publish periodical statement
  2003. 1179Repeal of requirement that Secretary of State prepare annual report
  2004. 1180Repeal of certain provisions about company charges
  2005. 1181Access to constitutional documents of RTE and RTM companies
  2006. Part 40: Company directors: foreign disqualification etc
  2007. Introductory
  2008. 1182Persons subject to foreign restrictions
  2009. 1183Meaning of “the court” and “UK company”
  2010. Power to disqualify
  2011. 1184Disqualification of persons subject to foreign restrictions
  2012. 1185Disqualification regulations: supplementary
  2013. 1186Offence of breach of disqualification
  2014. Power to make persons liable for company's debts
  2015. 1187Personal liability for debts of company
  2016. Power to require statements to be sent to the registrar of companies
  2017. 1188Statements from persons subject to foreign restrictions
  2018. 1189Statements from persons disqualified Repealed
  2019. 1190Statements: whether to be made public
  2020. 1191Offences
  2021. Part 41: Business names
  2022. Chapter 1: Restricted or prohibited names
  2023. Introductory
  2024. 1192Application of this Chapter
  2025. Sensitive words or expressions
  2026. 1193Name suggesting connection with government or public authority
  2027. 1194Other sensitive words or expressions
  2028. 1195Requirement to seek comments of government department or other relevant body
  2029. 1196Withdrawal of Secretary of State's approval
  2030. 1196ANames suggesting connection with foreign governments etc
  2031. Misleading names
  2032. 1197Name containing inappropriate indication of company type or legal form
  2033. 1198Name giving misleading indication of activities
  2034. Restrictions where a company has been required to change a name
  2035. 1198AName that a company has been required to change
  2036. 1198BName that another company has been required to change
  2037. Supplementary
  2038. 1199Savings for existing lawful business names
  2039. 1199AExceptions based on national security etc
  2040. Chapter 2: Disclosure required in case of individual or partnership
  2041. Introductory
  2042. 1200Application of this Chapter
  2043. 1201Information required to be disclosed
  2044. Disclosure requirements
  2045. 1202Disclosure required: business documents etc
  2046. 1203Exemption for large partnerships if certain conditions met
  2047. 1204Disclosure required: business premises
  2048. Consequences of failure to make required disclosure
  2049. 1205Criminal consequences of failure to make required disclosure
  2050. 1206Civil consequences of failure to make required disclosure
  2051. Chapter 3: Supplementary
  2052. 1207Application of general provisions about offences
  2053. 1208Interpretation
  2054. Part 42: Statutory Auditors
  2055. Chapter 1: Introductory
  2056. 1209Main purposes of Part
  2057. 1210Meaning of “statutory auditor” etc
  2058. 1211Eligibility for appointment as a statutory auditor: overview
  2059. Chapter 2: Individuals and firms
  2060. Eligibility for appointment
  2061. 1212Individuals and firms: eligibility for appointment as a statutory auditor
  2062. 1213Effect of ineligibility
  2063. Independence requirement
  2064. 1214Independence requirement
  2065. 1215Effect of lack of independence
  2066. Effect of appointment of a partnership
  2067. 1216Effect of appointment of a partnership
  2068. Supervisory bodies
  2069. 1217Supervisory bodies
  2070. 1218Exemption from liability for damages
  2071. Professional qualifications
  2072. 1219Appropriate qualifications
  2073. 1220Qualifying bodies and recognised professional qualifications
  2074. 1221Approval of third country qualifications
  2075. 1222Eligibility of individuals retaining only 1967 Act authorisation
  2076. Information
  2077. 1223Matters to be notified to the Secretary of State
  2078. 1223ZAMatters to be notified to the competent authority
  2079. 1223ANotification of matters relevant to approved third country competent authorities
  2080. 1224The Secretary of State's power to call for information
  2081. 1224ZAThe competent authority’s power to call for information
  2082. 1224ARestrictions on disclosure
  2083. 1224BOffence of disclosure in contravention of section 1224A
  2084. Enforcement
  2085. 1225Enforcement: general
  2086. 1225ADirections: general
  2087. 1225BDirections: supplementary
  2088. 1225CCompliance orders
  2089. 1225DFinancial penalties: general
  2090. 1225EFinancial penalties: supplementary
  2091. 1225FAppeals against financial penalties
  2092. 1225GRecovery of financial penalties
  2093. Chapter 3: Auditors General
  2094. Eligibility for appointment
  2095. 1226Auditors General: eligibility for appointment as a statutory auditor
  2096. Conduct of audits
  2097. 1227Individuals responsible for audit work on behalf of Auditors General
  2098. The Independent Supervisor
  2099. 1228Appointment of the Independent Supervisor
  2100. Supervision of Auditors General
  2101. 1229Supervision of Auditors General by the Independent Supervisor
  2102. 1230Duties of Auditors General in relation to supervision arrangements
  2103. Reporting requirement
  2104. 1231Reports by the Independent Supervisor
  2105. Information
  2106. 1232Matters to be notified to the Independent Supervisor
  2107. 1233The Independent Supervisor's power to call for information
  2108. Enforcement
  2109. 1234Suspension notices
  2110. 1235Effect of suspension notices
  2111. 1236Compliance orders
  2112. Proceedings
  2113. 1237Proceedings involving the Independent Supervisor
  2114. Grants
  2115. 1238Grants to the Independent Supervisor
  2116. Chapter 4: The register of auditors etc
  2117. 1239The register of auditors
  2118. 1240Information to be made available to public
  2119. Chapter 4A: Equivalent Third Countries and Transitional Third Countries
  2120. 1240APower to approve third countries as equivalent or transitional third countries
  2121. Chapter 4B: Approved Third Country Competent Authorities
  2122. 1240BPower to approve third country competent authorities
  2123. Chapter 5: Registered third country auditors
  2124. Introductory
  2125. 1241Meaning of “registered third country auditor” and “UK-traded third country company”
  2126. Duties
  2127. 1242Duties of registered third country auditors
  2128. Information
  2129. 1243Matters to be notified to the Secretary of State
  2130. 1244The Secretary of State's power to call for information
  2131. Enforcement
  2132. 1245Compliance orders
  2133. 1246Removal of third country auditors from the register of auditors
  2134. 1247Grants to bodies concerned with arrangements under Schedule 12
  2135. Chapter 6: Supplementary and general
  2136. Power to require second company audit
  2137. 1248Secretary of State's power to require second audit of a company
  2138. 1249Supplementary provision about second audits
  2139. False and misleading statements
  2140. 1250Misleading, false and deceptive statements
  2141. Fees
  2142. 1251Fees
  2143. Duty of Secretary of State to report on inspections
  2144. 1251ADuty of the Secretary of State to report on inspections
  2145. Delegation of Secretary of State's functions
  2146. 1252Delegation of the Secretary of State's functions
  2147. 1253Delegation of functions to an existing body
  2148. Cooperation with foreign competent authorities
  2149. 1253ARequests to foreign competent authorities
  2150. 1253BRequests from approved third country competent authorities
  2151. 1253CNotification to approved third country competent authorities...
  2152. Transfer of papers to third countries
  2153. 1253DRestriction on transfer of audit working papers to third countries
  2154. 1253DATransfer by Secretary of State
  2155. 1253DBTransfer by statutory auditor with approval of Secretary of State
  2156. 1253DCTransfer by statutory auditor for purposes of investigation of auditor
  2157. 1253DDAgreement of third country competent authority
  2158. 1253DETransfer by means of inspection
  2159. 1253EWorking arrangements for transfer of papers
  2160. 1253FPublication of working arrangements
  2161. International obligations
  2162. 1254Directions to comply with international obligations
  2163. General provision relating to offences
  2164. 1255Offences by bodies corporate, partnerships and unincorporated associations
  2165. 1256Time limits for prosecution of offences
  2166. 1257Jurisdiction and procedure in respect of offences
  2167. Notices etc
  2168. 1258Service of notices
  2169. 1259Documents in electronic form
  2170. Interpretation
  2171. 1260Meaning of “associate”
  2172. 1261Minor definitions
  2173. 1262Index of defined expressions
  2174. Miscellaneous and general
  2175. 1263Power to make provision in consequence of changes affecting accountancy bodies
  2176. 1264Consequential amendments
  2177. Part 43: Transparency obligations and related matters
  2178. Introductory
  2179. 1265The transparency obligations directive
  2180. Transparency obligations
  2181. 1266Transparency rules
  2182. 1267Competent authority's power to call for information
  2183. 1268Powers exercisable in case of infringement of transparency obligation
  2184. Other matters
  2185. 1269Corporate governance rules
  2186. 1270Liability for false or misleading statements in certain publications
  2187. 1271Exercise of powers where UK is host member State
  2188. 1272Transparency obligations and related matters: minor and consequential amendments
  2189. 1273Corporate governance regulations Repealed
  2190. Part 44: Miscellaneous provisions
  2191. Regulation of actuaries etc
  2192. 1274Grants to bodies concerned with actuarial standards etc
  2193. 1275Levy to pay expenses of bodies concerned with actuarial standards etc
  2194. 1276Application of provisions to Scotland and Northern Ireland
  2195. Information as to exercise of voting rights by institutional investors
  2196. 1277Power to require information about exercise of voting rights
  2197. 1278Institutions to which information provisions apply
  2198. 1279Shares to which information provisions apply
  2199. 1280Obligations with respect to provision of information
  2200. Disclosure of information under the Enterprise Act 2002
  2201. 1281Disclosure of information under the Enterprise Act 2002
  2202. Expenses of winding up
  2203. 1282Payment of expenses of winding up
  2204. Commonhold associations
  2205. 1283Amendment of memorandum or articles of commonhold association
  2206. Part 45: Northern Ireland
  2207. 1284Extension of Companies Acts to Northern Ireland
  2208. 1285Extension of GB enactments relating to UK Societas
  2209. 1286Extension of GB enactments relating to certain other forms of business organisation
  2210. 1287Extension of enactments relating to business names
  2211. Part 46: General supplementary provisions
  2212. Regulations and orders
  2213. 1288Regulations and orders: statutory instrument
  2214. 1289Regulations and orders: negative resolution procedure
  2215. 1290Regulations and orders: affirmative resolution procedure
  2216. 1291Regulations and orders: approval after being made
  2217. 1292Regulations and orders: supplementary
  2218. “Bank of England”
  2219. 1292A“Bank of England”
  2220. Meaning of “enactment”
  2221. 1293Meaning of “enactment”
  2222. Consequential and transitional provisions
  2223. 1294Power to make consequential amendments etc
  2224. 1295Repeals
  2225. 1296Power to make transitional provision and savings
  2226. 1297Continuity of the law
  2227. Part 47: Final provisions
  2228. 1298Short title
  2229. 1299Extent
  2230. 1300Commencement
  2231. Schedule 1: Connected persons: references to an interest in shares or debentures
  2232. Introduction
  2233. 1Paragraph 1
  2234. General provisions
  2235. 2Paragraph 2
  2236. Rights to acquire shares
  2237. 3Paragraph 3
  2238. Right to exercise or control exercise of rights
  2239. 4Paragraph 4
  2240. Bodies corporate
  2241. 5Paragraph 5
  2242. Trusts
  2243. 6Paragraph 6
  2244. Schedule 1A: References to people with significant control over a company
  2245. Part 1: The specified conditions
  2246. Introduction
  2247. 1Paragraph 1
  2248. Ownership of shares
  2249. 2Paragraph 2
  2250. Ownership of voting rights
  2251. 3Paragraph 3
  2252. Ownership of right to appoint or remove directors
  2253. 4Paragraph 4
  2254. Significant influence or control
  2255. 5Paragraph 5
  2256. Trusts, partnerships etc
  2257. 6Paragraph 6
  2258. Part 2: Holding an interest in a company etc
  2259. Introduction
  2260. 7Paragraph 7
  2261. Holding an interest
  2262. 8Paragraph 8
  2263. Interests held through a legal entity
  2264. 9Paragraph 9
  2265. Part 3: Supplementary provision
  2266. Introduction
  2267. 10Paragraph 10
  2268. Joint interests
  2269. 11Paragraph 11
  2270. Joint arrangements
  2271. 12Paragraph 12
  2272. Calculating shareholdings
  2273. 13Paragraph 13
  2274. Voting rights
  2275. 14Paragraph 14
  2276. 15Paragraph 15
  2277. Rights to appoint or remove members of the board
  2278. 16Paragraph 16
  2279. 17Paragraph 17
  2280. Shares or rights held “indirectly”
  2281. 18Paragraph 18
  2282. Shares held by nominees
  2283. 19Paragraph 19
  2284. Rights treated as held by person who controls their exercise
  2285. 20Paragraph 20
  2286. 21Paragraph 21
  2287. Rights exercisable only in certain circumstances etc
  2288. 22Paragraph 22
  2289. Rights attached to shares held by way of security
  2290. 23Paragraph 23
  2291. Significant influence or control
  2292. 24Paragraph 24
  2293. Limited partnerships
  2294. 25Paragraph 25
  2295. Part 4: Power to amend thresholds etc
  2296. 26Paragraph 26
  2297. Schedule 1B: Enforcement of disclosure requirements
  2298. Right to issue restrictions notice
  2299. 1Paragraph 1
  2300. Relevant interests
  2301. 2Paragraph 2
  2302. Effect of restrictions notice
  2303. 3Paragraph 3
  2304. Protection of third party rights
  2305. 4Paragraph 4
  2306. Breach of restrictions
  2307. 5Paragraph 5
  2308. 6Paragraph 6
  2309. 7Paragraph 7
  2310. Relaxation of restrictions
  2311. 8Paragraph 8
  2312. Orders for sale
  2313. 9Paragraph 9
  2314. 10Paragraph 10
  2315. Company's power to withdraw restrictions notice
  2316. 11Paragraph 11
  2317. Supplementary provision
  2318. 12Paragraph 12
  2319. Offence of failing to comply with notices
  2320. 13Paragraph 13
  2321. Offence of failing to provide information
  2322. 14Paragraph 14
  2323. False statements: basic offence
  2324. 14AParagraph 14A
  2325. False statements: aggravated offence
  2326. 14BParagraph 14B
  2327. Schedule 1C: Rules of the Takeover Panel: general principles and other provision
  2328. Part 1: General principles
  2329. 1Paragraph 1
  2330. 2Paragraph 2
  2331. 3Paragraph 3
  2332. 4Paragraph 4
  2333. 5Paragraph 5
  2334. 6Paragraph 6
  2335. Part 2: Other provision
  2336. Protection of minority shareholders, the mandatory takeover bid and the equitable price
  2337. 7Paragraph 7
  2338. 8Paragraph 8
  2339. 9Paragraph 9
  2340. 10Paragraph 10
  2341. Information concerning takeover bids
  2342. 11Paragraph 11
  2343. 12Paragraph 12
  2344. Time allowed for acceptance
  2345. 13Paragraph 13
  2346. 14Paragraph 14
  2347. Disclosure
  2348. 15Paragraph 15
  2349. 16Paragraph 16
  2350. Obligations of the board of directors of the offeree company
  2351. 17Paragraph 17
  2352. 18Paragraph 18
  2353. Other rules applicable to the conduct of takeover bids
  2354. 19Paragraph 19
  2355. Interpretation
  2356. 20Paragraph 20
  2357. 21Paragraph 21
  2358. Schedule 2: Specified persons, descriptions of disclosures etc for the purposes of section 948
  2359. Part 1: SPECIFIED PERSONS
  2360. Chapter: (A) UNITED KINGDOM
  2361. 1Paragraph 1
  2362. 2Paragraph 2
  2363. 3Paragraph 3
  2364. 4Paragraph 4
  2365. 5Paragraph 5
  2366. 6Paragraph 6
  2367. 7Paragraph 7
  2368. 8Paragraph 8
  2369. 9Paragraph 9
  2370. 10Paragraph 10
  2371. 11Paragraph 11
  2372. 12Paragraph 12
  2373. Chapter: (B) JERSEY
  2374. 1Paragraph 1
  2375. 2Paragraph 2
  2376. 3Paragraph 3
  2377. 4Paragraph 4
  2378. 5Paragraph 5
  2379. 6Paragraph 6
  2380. 7Paragraph 7
  2381. 8Paragraph 8
  2382. Chapter: (C) GUERNSEY
  2383. 1Paragraph 1
  2384. 2Paragraph 2
  2385. 3Paragraph 3
  2386. 4Paragraph 4
  2387. 5Paragraph 5
  2388. 6Paragraph 6
  2389. 7Paragraph 7
  2390. Chapter: (D) ISLE OF MAN
  2391. 1Paragraph 1
  2392. 2Paragraph 2
  2393. 3Paragraph 3
  2394. 4Paragraph 4
  2395. 5Paragraph 5
  2396. Part 2: SPECIFIED DESCRIPTIONS OF DISCLOSURES
  2397. Chapter: (A) UNITED KINGDOM
  2398. 1Paragraph 1
  2399. 2Paragraph 2
  2400. 3Paragraph 3
  2401. 4Paragraph 4
  2402. 5Paragraph 5
  2403. 6Paragraph 6
  2404. 7Paragraph 7
  2405. 8Paragraph 8
  2406. 9Paragraph 9
  2407. 10Paragraph 10
  2408. 11Paragraph 11
  2409. 12Paragraph 12
  2410. 13Paragraph 13
  2411. 14Paragraph 14
  2412. 15Paragraph 15
  2413. 16Paragraph 16
  2414. 17Paragraph 17
  2415. 18Paragraph 18 Repealed
  2416. 19Paragraph 19
  2417. 20Paragraph 20
  2418. 21Paragraph 21
  2419. 22Paragraph 22
  2420. 23Paragraph 23
  2421. 24Paragraph 24
  2422. 25Paragraph 25
  2423. 26Paragraph 26 Repealed
  2424. 27Paragraph 27
  2425. 28Paragraph 28
  2426. 29Paragraph 29
  2427. 30Paragraph 30
  2428. 31Paragraph 31
  2429. 32Paragraph 32
  2430. 33Paragraph 33
  2431. 34Paragraph 34
  2432. 35Paragraph 35
  2433. 36Paragraph 36
  2434. 36AParagraph 36A
  2435. 37Paragraph 37
  2436. 38Paragraph 38 Repealed
  2437. 39Paragraph 39
  2438. 40Paragraph 40
  2439. 41Paragraph 41
  2440. 42Paragraph 42
  2441. 43Paragraph 43
  2442. 44Paragraph 44
  2443. 45Paragraph 45
  2444. 46Paragraph 46
  2445. 47Paragraph 47
  2446. 48Paragraph 48
  2447. 49Paragraph 49
  2448. 50Paragraph 50
  2449. 51Paragraph 51
  2450. 52Paragraph 52
  2451. 53Paragraph 53
  2452. Chapter: (B) JERSEY
  2453. 1Paragraph 1
  2454. 2Paragraph 2
  2455. 3Paragraph 3
  2456. 4Paragraph 4
  2457. 5Paragraph 5
  2458. 6Paragraph 6
  2459. 7Paragraph 7
  2460. 8Paragraph 8
  2461. 9Paragraph 9
  2462. 10Paragraph 10
  2463. 11Paragraph 11
  2464. 12Paragraph 12
  2465. 13Paragraph 13
  2466. Chapter: (C) GUERNSEY
  2467. 1Paragraph 1
  2468. 2Paragraph 2
  2469. 3Paragraph 3
  2470. 4Paragraph 4
  2471. 5Paragraph 5
  2472. 6Paragraph 6
  2473. 7Paragraph 7
  2474. 8Paragraph 8
  2475. Chapter: (D) ISLE OF MAN
  2476. 1Paragraph 1
  2477. 2Paragraph 2
  2478. 3Paragraph 3
  2479. 4Paragraph 4
  2480. 5Paragraph 5
  2481. 6Paragraph 6
  2482. 7Paragraph 7
  2483. 8Paragraph 8
  2484. 9Paragraph 9
  2485. 10Paragraph 10
  2486. 11Paragraph 11
  2487. 12Paragraph 12
  2488. 13Paragraph 13
  2489. 14Paragraph 14
  2490. 15Paragraph 15
  2491. 16Paragraph 16
  2492. 17Paragraph 17
  2493. Chapter: (E) GENERAL
  2494. 1Paragraph 1
  2495. 2Paragraph 2
  2496. 3Paragraph 3
  2497. 4Paragraph 4
  2498. 5Paragraph 5 Repealed
  2499. Part 3: OVERSEAS REGULATORY BODIES
  2500. 1Paragraph 1
  2501. 2Paragraph 2
  2502. Schedule 3: Amendments of remaining provisions of the Companies Act 1985 relating to offences
  2503. Failure to give information about interests in shares etc
  2504. 1Paragraph 1
  2505. Obstruction of rights conferred by a warrant or failure to comply with requirement under section 448
  2506. 2Paragraph 2
  2507. Wrongful disclosure of information to which section 449 applies
  2508. 3Paragraph 3
  2509. Destruction, mutilation etc of company documents
  2510. 4Paragraph 4
  2511. Provision of false information in purported compliance with section 447
  2512. 5Paragraph 5
  2513. Obstruction of inspector, etc exercising power to enter and remain on premises
  2514. 6Paragraph 6
  2515. Attempted evasion of restrictions under Part 15
  2516. 7Paragraph 7
  2517. Schedule 4: Documents and information sent or supplied to a company
  2518. Part 1: Introduction
  2519. Application of Schedule
  2520. 1Paragraph 1
  2521. Part 2: Communications in hard copy form
  2522. Introduction
  2523. 2Paragraph 2
  2524. Method of communication in hard copy form
  2525. 3Paragraph 3
  2526. Address for communications in hard copy form
  2527. 4Paragraph 4
  2528. Part 2A: Communications in electronic form from the registrar or the Secretary of State
  2529. 4AParagraph 4A
  2530. Part 3: Communications in electronic form in other cases
  2531. Introduction
  2532. 5Paragraph 5
  2533. Conditions for use of communications in electronic form
  2534. 6Paragraph 6
  2535. Address for communications in electronic form
  2536. 7Paragraph 7
  2537. Part 4: Other agreed forms of communication
  2538. 8Paragraph 8
  2539. Schedule 5: Communications by a company
  2540. Part 1: Introduction
  2541. Application of this Schedule
  2542. 1Paragraph 1
  2543. Part 2: Communications in hard copy form
  2544. Introduction
  2545. 2Paragraph 2
  2546. Method of communication in hard copy form
  2547. 3Paragraph 3
  2548. Address for communications in hard copy form
  2549. 4Paragraph 4
  2550. Part 3: Communications in electronic form
  2551. Introduction
  2552. 5Paragraph 5
  2553. Agreement to communications in electronic form
  2554. 6Paragraph 6
  2555. Address for communications in electronic form
  2556. 7Paragraph 7
  2557. Part 4: Communications by means of a website
  2558. Use of website
  2559. 8Paragraph 8
  2560. Agreement to use of website
  2561. 9Paragraph 9
  2562. Deemed agreement of members of company etc to use of website
  2563. 10Paragraph 10
  2564. Deemed agreement of debenture holders to use of website
  2565. 11Paragraph 11
  2566. Availability of document or information
  2567. 12Paragraph 12
  2568. Notification of availability
  2569. 13Paragraph 13
  2570. Period of availability on website
  2571. 14Paragraph 14
  2572. Part 5: Other agreed forms of communication
  2573. 15Paragraph 15
  2574. Part 6: Supplementary provisions
  2575. Joint holders of shares or debentures
  2576. 16Paragraph 16
  2577. Death or bankruptcy of holder of shares
  2578. 17Paragraph 17
  2579. Schedule 6: Meaning of “subsidiary” etc: supplementary provisions
  2580. Introduction
  2581. 1Paragraph 1
  2582. Voting rights in a company
  2583. 2Paragraph 2
  2584. Right to appoint or remove a majority of the directors
  2585. 3Paragraph 3
  2586. Rights exercisable only in certain circumstances or temporarily incapable of exercise
  2587. 4Paragraph 4
  2588. Rights held by one person on behalf of another
  2589. 5Paragraph 5
  2590. 6Paragraph 6
  2591. Rights attached to shares held by way of security
  2592. 7Paragraph 7
  2593. Rights attributed to holding company
  2594. 8Paragraph 8
  2595. Disregard of certain rights
  2596. 9Paragraph 9
  2597. Supplementary
  2598. 10Paragraph 10
  2599. Schedule 7: Parent and subsidiary undertakings: supplementary provisions
  2600. Introduction
  2601. 1Paragraph 1
  2602. Voting rights in an undertaking
  2603. 2Paragraph 2
  2604. Right to appoint or remove a majority of the directors
  2605. 3Paragraph 3
  2606. Right to exercise dominant influence
  2607. 4Paragraph 4
  2608. Rights exercisable only in certain circumstances or temporarily incapable of exercise
  2609. 5Paragraph 5
  2610. Rights held by one person on behalf of another
  2611. 6Paragraph 6
  2612. 7Paragraph 7
  2613. Rights attached to shares held by way of security
  2614. 8Paragraph 8
  2615. Rights attributed to parent undertaking
  2616. 9Paragraph 9
  2617. Disregard of certain rights
  2618. 10Paragraph 10
  2619. Supplementary
  2620. 11Paragraph 11
  2621. Schedule 8Index of defined expressions
  2622. Schedule 9: Removal of special provisions about accounts and audit of charitable companies Repealed
  2623. Part 1: The Companies Act 1985 (c. 6) Repealed
  2624. 1Paragraph 1 Repealed
  2625. 2Paragraph 2 Repealed
  2626. 3Paragraph 3 Repealed
  2627. 4Paragraph 4 Repealed
  2628. 5Paragraph 5 Repealed
  2629. 6Paragraph 6 Repealed
  2630. 7Paragraph 7 Repealed
  2631. 8Paragraph 8 Repealed
  2632. Part 2: The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6) Not yet in force
  2633. 9Paragraph 9 Not yet in force
  2634. 10Paragraph 10 Not yet in force
  2635. 11Paragraph 11 Not yet in force
  2636. 12Paragraph 12 Not yet in force
  2637. 13Paragraph 13 Not yet in force
  2638. 14Paragraph 14 Not yet in force
  2639. 15Paragraph 15 Not yet in force
  2640. 16Paragraph 16 Not yet in force
  2641. Schedule 10: Recognised supervisory bodies
  2642. Part 1: Grant and revocation of recognition of a supervisory body
  2643. Application for recognition of supervisory body
  2644. 1Paragraph 1
  2645. Grant and refusal of recognition
  2646. 2Paragraph 2
  2647. Revocation of recognition
  2648. 3Paragraph 3
  2649. Transitional provision
  2650. 4Paragraph 4
  2651. Orders not statutory instruments
  2652. 5Paragraph 5
  2653. Part 2: Requirements for recognition of a supervisory body
  2654. Delegation etc. of tasks by competent authority
  2655. 5AParagraph 5A
  2656. Consultation
  2657. 5BParagraph 5B
  2658. Holding of appropriate qualification
  2659. 6Paragraph 6
  2660. 7Paragraph 7
  2661. 7AParagraph 7A
  2662. Auditors to be fit and proper persons
  2663. 8Paragraph 8
  2664. Professional integrity and independence
  2665. 9Paragraph 9
  2666. Technical standards
  2667. 10Paragraph 10
  2668. Technical standards for group audits
  2669. 10AParagraph 10A
  2670. Public interest entity reporting requirements
  2671. 10BParagraph 10B Repealed
  2672. Public interest entity independence requirements
  2673. 10CParagraph 10C
  2674. Procedures for maintaining competence
  2675. 11Paragraph 11
  2676. Monitoring and enforcement
  2677. 12Paragraph 12
  2678. Monitoring of audits
  2679. 13Paragraph 13
  2680. Membership, eligibility and enforcement
  2681. 14Paragraph 14
  2682. Investigation of complaints
  2683. 15Paragraph 15
  2684. Independent investigation for enforcement purposes
  2685. 16Paragraph 16
  2686. Transfer of papers to third countries
  2687. 16AParagraph 16A
  2688. Transfer to approved third country competent authority
  2689. 16AAParagraph 16AA
  2690. Transfer for purposes of investigation of auditor
  2691. 16ABParagraph 16AB
  2692. Meeting of claims arising out of audit work
  2693. 17Paragraph 17
  2694. Register of auditors and other information to be made available
  2695. 18Paragraph 18
  2696. Taking account of costs of compliance
  2697. 19Paragraph 19
  2698. Promotion and maintenance of standards
  2699. 20Paragraph 20
  2700. Supplementary: funding of arrangements
  2701. 20ZAParagraph 20ZA
  2702. Interpretation
  2703. 20AParagraph 20A
  2704. Part 3: Arrangements in which recognised supervisory bodies are required to participate Repealed
  2705. Arrangements for setting standards relating to professional integrity and independence Repealed
  2706. 21Paragraph 21 Repealed
  2707. Arrangements for setting technical standards Repealed
  2708. 22Paragraph 22 Repealed
  2709. Arrangements for setting standards relating to public interest entity reporting requirements Repealed
  2710. 22AParagraph 22A Repealed
  2711. Arrangements for setting standards relating to public interest entity independence requirements Repealed
  2712. 22BParagraph 22B Repealed
  2713. Arrangements for independent monitoring of audits of listed companies and other major bodies Repealed
  2714. 23Paragraph 23 Repealed
  2715. Arrangements for independent monitoring of third country audits Repealed
  2716. 23AParagraph 23A Repealed
  2717. Arrangements for independent investigation for disciplinary purposes of public interest cases Repealed
  2718. 24Paragraph 24 Repealed
  2719. Supplementary: arrangements to operate independently of body Repealed
  2720. 25Paragraph 25 Repealed
  2721. Supplementary: funding of arrangements Repealed
  2722. 26Paragraph 26 Repealed
  2723. Supplementary: scope of arrangement Repealed
  2724. 27Paragraph 27 Repealed
  2725. Schedule 11: Recognised professional qualifications
  2726. Part 1: Grant and revocation of recognition of a professional qualification
  2727. Application for recognition of professional qualification
  2728. 1Paragraph 1
  2729. Grant and refusal of recognition
  2730. 2Paragraph 2
  2731. Revocation of recognition
  2732. 3Paragraph 3
  2733. Transitional provision
  2734. 4Paragraph 4
  2735. Orders not statutory instruments
  2736. 5Paragraph 5
  2737. Part 2: Requirements for recognition of a professional qualification
  2738. Entry requirements
  2739. 6Paragraph 6
  2740. Requirement for theoretical instruction or professional experience
  2741. 7Paragraph 7
  2742. Examination
  2743. 8Paragraph 8
  2744. Practical training
  2745. 9Paragraph 9
  2746. Supplementary provision with respect to a sufficient period of professional experience
  2747. 10Paragraph 10
  2748. The body offering the qualification
  2749. 11Paragraph 11
  2750. Schedule 11A: Specified persons, descriptions, disclosures etc for the purposes of section 1224A
  2751. Part 1: Specified persons
  2752. 1Paragraph 1
  2753. 2Paragraph 2
  2754. 3Paragraph 3
  2755. 4Paragraph 4
  2756. 5Paragraph 5
  2757. 5AParagraph 5A
  2758. 6Paragraph 6
  2759. 7Paragraph 7
  2760. 8Paragraph 8
  2761. 9Paragraph 9
  2762. 10Paragraph 10
  2763. 11Paragraph 11
  2764. 12Paragraph 12
  2765. 13Paragraph 13
  2766. 14Paragraph 14
  2767. 15Paragraph 15
  2768. 16Paragraph 16
  2769. 17Paragraph 17
  2770. 17AParagraph 17A
  2771. 17BParagraph 17B
  2772. 17CParagraph 17C
  2773. 17DParagraph 17D
  2774. Part 2: Specified descriptions of disclosures
  2775. 18Paragraph 18
  2776. 19Paragraph 19
  2777. 20Paragraph 20
  2778. 21Paragraph 21
  2779. 22Paragraph 22
  2780. 23Paragraph 23
  2781. 24Paragraph 24
  2782. 25Paragraph 25
  2783. 26Paragraph 26
  2784. 27Paragraph 27
  2785. 28Paragraph 28
  2786. 29Paragraph 29
  2787. 30Paragraph 30
  2788. 31Paragraph 31
  2789. 32Paragraph 32
  2790. 33Paragraph 33
  2791. 34Paragraph 34
  2792. 35Paragraph 35
  2793. 36Paragraph 36
  2794. 37Paragraph 37
  2795. 38Paragraph 38
  2796. 39Paragraph 39
  2797. 40Paragraph 40 Repealed
  2798. 41Paragraph 41
  2799. 42Paragraph 42
  2800. 43Paragraph 43
  2801. 44Paragraph 44
  2802. 45Paragraph 45
  2803. 46Paragraph 46
  2804. 47Paragraph 47
  2805. 48Paragraph 48
  2806. 49Paragraph 49
  2807. 50Paragraph 50
  2808. 51Paragraph 51
  2809. 51AParagraph 51A
  2810. 52Paragraph 52
  2811. 53Paragraph 53 Repealed
  2812. 54Paragraph 54
  2813. 55Paragraph 55
  2814. 56Paragraph 56
  2815. 57Paragraph 57
  2816. 58Paragraph 58
  2817. 59Paragraph 59
  2818. 60Paragraph 60
  2819. 61Paragraph 61
  2820. 62Paragraph 62
  2821. 63Paragraph 63
  2822. 64Paragraph 64 Repealed
  2823. 65Paragraph 65
  2824. 66Paragraph 66
  2825. 67Paragraph 67
  2826. 68Paragraph 68
  2827. 69Paragraph 69
  2828. 70Paragraph 70
  2829. 71Paragraph 71
  2830. 72Paragraph 72
  2831. 73Paragraph 73
  2832. 74Paragraph 74
  2833. 75Paragraph 75
  2834. 76Paragraph 76
  2835. 77Paragraph 77
  2836. 78Paragraph 78
  2837. Part 3: Overseas regulatory bodies
  2838. 79Paragraph 79
  2839. 80Paragraph 80
  2840. Schedule 12: Arrangements in which registered third country auditors are required to participate
  2841. Arrangements for independent monitoring of audits of UK-traded third country companies
  2842. 1Paragraph 1
  2843. Arrangements for independent investigations for disciplinary purposes
  2844. 2Paragraph 2
  2845. Supplementary: arrangements to operate independently of third country auditor
  2846. 3Paragraph 3
  2847. Supplementary: funding of arrangements
  2848. 4Paragraph 4
  2849. Supplementary: scope of arrangements
  2850. 5Paragraph 5
  2851. Specification of particular arrangements by the Secretary of State
  2852. 6Paragraph 6
  2853. Schedule 13: Supplementary provisions with respect to delegation order
  2854. Operation of this Schedule
  2855. 1Paragraph 1
  2856. Status
  2857. 2Paragraph 2
  2858. Name, members and chairman
  2859. 3Paragraph 3
  2860. Financial provisions
  2861. 4Paragraph 4
  2862. Proceedings
  2863. 5Paragraph 5
  2864. Fees
  2865. 6Paragraph 6
  2866. Legislative functions
  2867. 7Paragraph 7
  2868. 8Paragraph 8
  2869. 9Paragraph 9
  2870. Report and accounts
  2871. 10Paragraph 10
  2872. Other supplementary provisions
  2873. 11Paragraph 11
  2874. 12Paragraph 12
  2875. 13Paragraph 13
  2876. Schedule 14: Statutory auditors: consequential amendments
  2877. Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)
  2878. 1Paragraph 1
  2879. Schedule 15: Transparency obligations and related matters: minor and consequential amendments
  2880. Part 1: Amendments of the Financial Services and Markets Act 2000
  2881. 1Paragraph 1
  2882. 2Paragraph 2 Repealed
  2883. 3Paragraph 3
  2884. 4Paragraph 4
  2885. 5Paragraph 5
  2886. 6Paragraph 6
  2887. 7Paragraph 7
  2888. 8Paragraph 8
  2889. 9Paragraph 9 Repealed
  2890. 10Paragraph 10
  2891. 11Paragraph 11
  2892. 12Paragraph 12
  2893. Part 2: Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004
  2894. 13Paragraph 13
  2895. 14Paragraph 14
  2896. 15Paragraph 15
  2897. Schedule 16Repeals