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The Open-Ended Investment Companies (Investment Companies with Variable Capital) Regulations 1996

S.I. 1996/2827 · Made 11 November 1996

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FINANCIAL SERVICES

Made 11th November 1996

Coming into force 6th January 1997

Whereas the Treasury are a government department designatedf1 for the purposes of section 2(2) of the European Communities Act 1972f2 in relation to measures relating to open-ended collective investment schemes which have as their purpose investment in transferable securities, with the aim of spreading investment risk, of funds raised from the public;

And whereas a draft of these Regulations has been approved by a resolution of each House of Parliament pursuant to section 2(2) of, and paragraph 2(2) of Schedule 2 to, that Act;

Now therefore the Treasury in exercise of the powers conferred on them by section 2(2) of that Act and of all other powers enabling them in that behalf hereby make the following Regulations:—

Annotations to the whole text

Footnotes

f1

S.I. 1988/2240 designates the Secretary of State; the Treasury is designated in place of the Secretary of State by virtue of article 9(b) of the Transfer of Functions (Financial Services) Order 1992 (S.I. 1992/1315).

f2

1972 c. 68. By virtue of the amendment of section 1(2) of the European Communities Act 1972 by section 1 of the European Economic Area Act 1993 (c. 51), regulations may be made under section 2(2) of the European Communities Act for the purpose of implementing rights, powers, liabilities, obligations and restrictions of the United Kingdom created or arising by or under the agreement on the European Economic Area signed at Oporto on 2nd May 1992 (Cm 2073) as adjusted by the Protocol signed at Brussels on 17th March 1993 (Cm 2183).

Contents

  1. Part I: GENERAL
  2. 1Citation, commencement and extent
  3. 2Interpretation
  4. Part II: FORMATION, SUPERVISION AND CONTROL
  5. General
  6. 3Investment company with variable capital
  7. 4Registration by registrar of companies
  8. 5Safekeeping of scheme property by depositary
  9. 6SIB regulations
  10. Authorisation
  11. 7Applications for authorisation
  12. 8Particulars of directors
  13. 9Authorisation
  14. 10Criteria for authorisation
  15. 11Representations against refusal of authorisation
  16. 12UCITS certificate
  17. Registrar’s approval of names
  18. 13Registrar’s approval of names
  19. 14Prohibition on certain names
  20. Alterations
  21. 15SIB approval for certain changes in respect of company
  22. Intervention
  23. 16Revocation of authorisation
  24. 17Representations against revocation
  25. 18Directions
  26. 19Notice of directions
  27. 20Applications to the court
  28. Investigations
  29. 21Investigations: functions of Secretary of State and SIB
  30. 22Investigations: powers and duties of inspectors
  31. 23Investigations: disclosure
  32. 24Investigations: supplementary
  33. Winding up
  34. 25Winding up by the court
  35. 26Dissolution on winding up by the court
  36. 27Dissolution in other circumstances
  37. Part III: CORPORATE CODE
  38. Organs
  39. 28Directors
  40. 29Directors to have regard to interests of employees
  41. 30Inspection of directors' service contracts
  42. 31General meetings
  43. 32Capacity of company
  44. 33Power of directors and general meeting to bind the company
  45. 34No duty to enquire as to capacity etc
  46. 35Exclusion of deemed notice
  47. 36Restraint and ratification by shareholders
  48. 37Events affecting company status
  49. 38Invalidity of certain transactions involving directors
  50. Shares
  51. 39Shares
  52. 40Share certificates
  53. 41Exceptions from regulation 40
  54. 42Bearer shares
  55. 43Register of shareholders
  56. 44Power to close register
  57. 45Power of court to rectify register
  58. 46Share transfers
  59. Operation
  60. 47Power incidental to carrying on business
  61. 48Name to appear in correspondence etc
  62. 49Particulars to appear in correspondence etc
  63. 50Contracts: England and Wales
  64. 51Execution of documents: England and Wales
  65. 52Execution of deeds overseas: England and Wales
  66. 53Authentication of documents: England and Wales
  67. 54Official seal for share certificates
  68. 55Personal liability for contracts and deeds
  69. 56Exemptions from liability to be void
  70. 57Power of court to grant relief in certain cases
  71. 58Punishment for fraudulent trading
  72. 59Power to provide for employees on cessation or transfer of business
  73. Reports
  74. 60Reports: preparation
  75. 61Reports: accounts
  76. 62Reports: voluntary revision
  77. 63Auditors
  78. Mergers and divisions
  79. 64Mergers and divisions
  80. Part IV: MISCELLANEOUS
  81. 65Notifications to registrar of companies
  82. 66Contraventions
  83. 67Prosecutions
  84. 68Offences: bodies corporate, partnerships and unincorporated associations
  85. 69Time limits for prosecution of offences
  86. 70Jurisdiction and procedure in respect of offences
  87. 71Service of documents
  88. 72Evidence of grant of probate etc
  89. 73SIB’s functions under the Regulations
  90. 74Fees
  91. 75Minor and consequential amendments
  92. Signature
  93. Schedule 1: APPLICATION OF PART XXIV OF 1985 ACT
  94. 1Paragraph 1
  95. 7Paragraph 7
  96. 8Paragraph 8
  97. Schedule 2: DEPOSITARIES
  98. 1Appointment
  99. 2Appointment
  100. 3Retirement
  101. 4Rights
  102. 5Statement by depositary ceasing to hold office
  103. 6Statement by depositary ceasing to hold office
  104. Schedule 3: INSTRUMENT OF INCORPORATION
  105. 1Paragraph 1
  106. 2Paragraph 2
  107. 3Paragraph 3
  108. 4Paragraph 4
  109. 5Paragraph 5
  110. 6Paragraph 6
  111. Schedule 4: REGISTER OF SHAREHOLDERS
  112. 1General
  113. 2General
  114. 3General
  115. 4General
  116. 5Contents
  117. 6Contents
  118. 7Contents
  119. 8Contents
  120. 9Location
  121. 10Index
  122. 11Inspection
  123. 12Agent’s default
  124. Schedule 5: SHARE TRANSFERS
  125. 1General
  126. 2General
  127. 3General
  128. 4Transfer of registered shares
  129. 5Transfer of registered shares
  130. 6Transfer of registered shares
  131. 7Transfer of registered shares
  132. 8Transfer of registered shares
  133. 9Transfer of bearer shares
  134. 10Transfer of bearer shares
  135. 11Miscellaneous
  136. 12Miscellaneous
  137. 13Miscellaneous
  138. Schedule 6: AUDITORS
  139. 1Eligibility
  140. 2Eligibility
  141. 3Eligibility
  142. 4Appointment
  143. 5Appointment
  144. 6Appointment
  145. 7Appointment
  146. 8Rights
  147. 9Rights
  148. 10Remuneration
  149. 11Remuneration
  150. 12Removal
  151. 13Rights on removal or non-reappointment
  152. 14Rights on removal or non-reappointment
  153. 15Resignation
  154. 16Resignation
  155. 17Resignation
  156. 18Statement by auditor ceasing to hold office
  157. 19Statement by auditor ceasing to hold office
  158. Schedule 7: MERGERS AND DIVISIONS
  159. 1Paragraph 1
  160. 2Paragraph 2
  161. 3Paragraph 3
  162. 4Paragraph 4
  163. 5Paragraph 5
  164. 6Paragraph 6
  165. Schedule 8: MINOR AND CONSEQUENTIAL AMENDMENTS
  166. Part I: PRIMARY LEGISLATION
  167. Trustee Investments Act 1961 (c. 62)
  168. 1Paragraph 1
  169. Stock Transfer Act 1963 (c. 18)
  170. 2Paragraph 2
  171. Data Protection Act 1984 (c. 35)
  172. 3Paragraph 3
  173. Companies Act 1985 (c. 6)
  174. 4Paragraph 4
  175. 5Paragraph 5
  176. 6Paragraph 6
  177. 7Paragraph 7
  178. 8Paragraph 8
  179. 9Paragraph 9
  180. Company Directors Disqualification Act 1986 (c. 46)
  181. 10Paragraph 10
  182. Financial Services Act 1986 (c. 60)
  183. 11Paragraph 11
  184. 12Paragraph 12
  185. 13Paragraph 13
  186. 14Paragraph 14
  187. 15Paragraph 15
  188. 16Paragraph 16
  189. 17Paragraph 17
  190. 18Paragraph 18
  191. 19Paragraph 19
  192. 20Paragraph 20
  193. 21Paragraph 21
  194. 22Paragraph 22
  195. 23Paragraph 23
  196. 24Paragraph 24
  197. 25Pension Schemes Act 1993 (c. 48)
  198. Part II: SUBORDINATE LEGISLATION
  199. The Data Protection (Regulation of Financial Services etc) (Subject Access Exemption) Order 1987 (S.I. 1987/1905)
  200. 26Paragraph 26
  201. The Uncertificated Securities Regulations 1995 (S.I. 1995/3272)
  202. 27Paragraph 27
  203. 28Paragraph 28
  204. Explanatory note