COMPANIES ACT 2006 [UK]

KEYWORDS:- COMPANY

Introductory Text

Companies Act 2006

2006 CHAPTER 46

An 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]

 

Part 1 General introductory provisions

Part 2 Company formation

Part 3 A company’s constitution

Part 4 A company’s capacity and related matters

Part 5 A company’s name

Part 6 A company’s registered office

Part 7 Re-registration as a means of altering a company’s status

Part 8 A company’s members

Part 9 Exercise of members’ rights

Part 10 A company’s directors

Part 11 Derivative claims and proceedings by members

Part 12 Company secretaries

Part 13 Resolutions and meetings

Part 14 Control of political donations and expenditure

Part 15 Accounts and reports

Part 16 Audit

Part 17 A company’s share capital

Part 18 Acquisition by limited company of its own shares

Part 19 Debentures

Part 20 Private and public companies

Part 21 Certification and transfer of securities

PART 21A Information about people with significant control

Part 22 Information about interests in a company’s shares

Part 23 Distributions

PART 24 Annual confirmation of accuracy of information on register

Part 25 Company charges

Part 26 Arrangements and reconstructions

Part 27 Mergers and divisions of public companies

Part 28 Takeovers etc

Part 29 Fraudulent trading

Part 30 Protection of members against unfair prejudice

Part 31 Dissolution and restoration to the register

Part 32 Company investigations: amendments

Part 33 UK companies not formed under companies legislation

Part 34 Overseas companies

Part 35 The registrar of companies

Part 36 Offences under the Companies Acts

Part 37 Companies: supplementary provisions

Part 38 Companies: interpretation

Part 39 Companies: minor amendments

Part 40 Company directors: foreign disqualification etc

Part 41 Business names

Part 42 Statutory Auditors

Part 43 Transparency obligations and related matters

Part 44 Miscellaneous provisions

Part 45 Northern Ireland

Part 46 General supplementary provisions

Part 47 Final provisions

SCHEDULES

SCHEDULE 1Connected persons: references to an interest in shares or debentures

SCHEDULE 1AReferences to people with significant control over a company

SCHEDULE 1BEnforcement of disclosure requirements

SCHEDULE 2Specified persons, descriptions of disclosures etc for the purposes of section 948

SCHEDULE 3Amendments of remaining provisions of the Companies Act 1985 relating to offences

SCHEDULE 4Documents and information sent or supplied to a company

SCHEDULE 5Communications by a company

SCHEDULE 6Meaning of “subsidiary” etc: supplementary provisions

SCHEDULE 7Parent and subsidiary undertakings: supplementary provisions

SCHEDULE 8Index of defined expressions

SCHEDULE 9Removal of special provisions about accounts and audit of charitable companies

SCHEDULE 10Recognised supervisory bodies

SCHEDULE 11Recognised professional qualifications

SCHEDULE 11ASpecified persons, descriptions, disclosures etc for the purposes of section 1224A

SCHEDULE 12Arrangements in which registered third country auditors are required to participate

SCHEDULE 13Supplementary provisions with respect to delegation order

SCHEDULE 14Statutory auditors: consequential amendments

SCHEDULE 15Transparency obligations and related matters: minor and consequential amendments

SCHEDULE 16 Repeals

---

Introductory Text

Part 1 General introductory provisions
Companies and Companies Acts

1.Companies

2.The Companies Acts

Types of company

3.Limited and unlimited companies

4.Private and public companies

5.Companies limited by guarantee and having share capital

6.Community interest companies

Part 2 Company formation
General

7.Method of forming company

8.Memorandum of association

Requirements for registration

9.Registration documents

10.Statement of capital and initial shareholdings

11.Statement of guarantee

12.Statement of proposed officers

12A.Statement of initial significant control

13.Statement of compliance

Registration and its effect

14.Registration

15.Issue of certificate of incorporation

16.Effect of registration

Part 3 A company's constitution

Chapter 1 Introductory

17.A company’s constitution

Chapter 2 Articles of association
General

18.Articles of association

19.Power of Secretary of State to prescribe model articles

20.Default application of model articles

Alteration of articles

21.Amendment of articles

22.Entrenched provisions of the articles

23.Notice to registrar of existence of restriction on amendment of articles

24.Statement of compliance where amendment of articles restricted

25.Effect of alteration of articles on company’s members

26.Registrar to be sent copy of amended articles

27.Registrar’s notice to comply in case of failure with respect to amended articles

Supplementary

28.Existing companies: provisions of memorandum treated as provisions of articles

Chapter 3 Resolutions and agreements affecting a company’s constitution
29.Resolutions and agreements affecting a company’s constitution

30.Copies of resolutions or agreements to be forwarded to registrar

Chapter 4 Miscellaneous and supplementary provisions
Statement of company’s objects

31.Statement of company’s objects

Other provisions with respect to a company’s constitution

32.Constitutional documents to be provided to members

33.Effect of company’s constitution

34.Notice to registrar where company’s constitution altered by enactment

35.Notice to registrar where company’s constitution altered by order

36.Documents to be incorporated in or accompany copies of articles issued by company

Supplementary provisions

37.Right to participate in profits otherwise than as member void

38.Application to single member companies of enactments and rules of law

Part 4 A company's capacity and related matters
Capacity of company and power of directors to bind it

39.A company’s capacity

40.Power of directors to bind the company

41.Constitutional limitations: transactions involving directors or their associates

42.Constitutional limitations: companies that are charities

Formalities of doing business under the law of England and Wales or Northern Ireland

43.Company contracts

44.Execution of documents

45.Common seal

46.Execution of deeds

47.Execution of deeds or other documents by attorney

Formalities of doing business under the law of Scotland

48.Execution of documents by companies

Other matters

49.Official seal for use abroad

50.Official seal for share certificates etc

51.Pre-incorporation contracts, deeds and obligations

52.Bills of exchange and promissory notes

Part 5 A company's name

Chapter 1 General requirements
Prohibited names

53.Prohibited names

Sensitive words and expressions

54.Names suggesting connection with government or public authority

55.Other sensitive words or expressions

56.Duty to seek comments of government department or other specified body

Permitted characters etc

57.Permitted characters etc

Chapter 2 Indications of company type or legal form
Required indications for limited companies

58.Public limited companies

59.Private limited companies

60.Exemption from requirement as to use of “limited”

61.Continuation of existing exemption: companies limited by shares

62.Continuation of existing exemption: companies limited by guarantee

63.Exempt company: restriction on amendment of articles

64.Power to direct change of name in case of company ceasing to be entitled to exemption

Inappropriate use of indications of company type or legal form

65.Inappropriate use of indications of company type or legal form

Chapter 3 Similarity to other names
Similarity to other name on registrar’s index

66.Name not to be the same as another in the index

67.Power to direct change of name in case of similarity to existing name

68.Direction to change name: supplementary provisions

Similarity to other name in which person has goodwill

69.Objection to company’s registered name

70.Company names adjudicators

71.Procedural rules

72.Decision of adjudicator to be made available to public

73.Order requiring name to be changed

74.Appeal from adjudicator’s decision

Chapter 4 Other powers of the Secretary of State
75.Provision of misleading information etc

76.Misleading indication of activities

Chapter 5 Change of name
77.Change of name

78.Change of name by special resolution

79.Change of name by means provided for in company’s articles

80.Change of name: registration and issue of new certificate of incorporation

81.Change of name: effect

Chapter 6 Trading disclosures
82.Requirement to disclose company name etc

83.Civil consequences of failure to make required disclosure

84.Criminal consequences of failure to make required disclosures

85.Minor variations in form of name to be left out of account

Part 6 A company's registered office

General

86.A company’s registered office

87.Change of address of registered office

Welsh companies

88.Welsh companies

Part 7 Re-registration as a means of altering a company's status

Introductory

89.Alteration of status by re-registration

Private company becoming public

90.Re-registration of private company as public

91.Requirements as to share capital

92.Requirements as to net assets

93.Recent allotment of shares for non-cash consideration

94.Application and accompanying documents

95.Statement of proposed secretary

96.Issue of certificate of incorporation on re-registration

Public company becoming private

97.Re-registration of public company as private limited company

98.Application to court to cancel resolution

99.Notice to registrar of court application or order

100.Application and accompanying documents

101.Issue of certificate of incorporation on re-registration

Private limited company becoming unlimited

102.Re-registration of private limited company as unlimited

103.Application and accompanying documents

104.Issue of certificate of incorporation on re-registration

Unlimited private company becoming limited

105.Re-registration of unlimited company as limited

106.Application and accompanying documents

107.Issue of certificate of incorporation on re-registration

108.Statement of capital required where company already has share capital

Public company becoming private and unlimited

109.Re-registration of public company as private and unlimited

110.Application and accompanying documents

111.Issue of certificate of incorporation on re-registration

Part 8 A company's members

Chapter 1 The members of a company

112.The members of a company

Chapter 2 Register of members
General

112A.Alternative method of record-keeping

113.Register of members

114.Register to be kept available for inspection

115.Index of members

116.Rights to inspect and require copies

117.Register of members: response to request for inspection or copy

118.Register of members: refusal of inspection or default in providing copy

119.Register of members: offences in connection with request for or disclosure of information

120.Information as to state of register and index

121.Removal of entries relating to former members

Special cases

122.Share warrants

123.Single member companies

124.Company holding its own shares as treasury shares

Supplementary

125.Power of court to rectify register

126.Trusts not to be entered on register

127.Register to be evidence

128.Time limit for claims arising from entry in register

CHAPTER 2A Option to keep information on central register
128A.Introduction

128B.Right to make an election

128C.Effective date of election

128D.Effect of election on obligations under Chapter 2

128E.Duty to notify registrar of changes

128F.Information as to state of central register

128G.Power of court to order company to remedy default or delay

128H.Central register to be evidence

128I.Time limits for claims arising from delivery to registrar

128J.Withdrawing the election

128K.Power to extend option to public companies

Chapter 3 Overseas branch registers
129.Overseas branch registers

130.Notice of opening of overseas branch register

131.Keeping of overseas branch register

132.Register or duplicate to be kept available for inspection in UK

133.Transactions in shares registered in overseas branch register

134.Jurisdiction of local courts

135.Discontinuance of overseas branch register

Chapter 4 Prohibition on subsidiary being member of its holding company
General prohibition

136.Prohibition on subsidiary being a member of its holding company

137.Shares acquired before prohibition became applicable

Subsidiary acting as personal representative or trustee

138.Subsidiary acting as personal representative or trustee

139.Interests to be disregarded: residual interest under pension scheme or employees’ share scheme

140.Interests to be disregarded: employer’s rights of recovery under pension scheme or employees’ share scheme

Subsidiary acting as dealer in securities

141.Subsidiary acting as authorised dealer in securities

142.Protection of third parties in other cases where subsidiary acting as dealer in securities

Supplementary

143.Application of provisions to companies not limited by shares

144.Application of provisions to nominees

Part 9 Exercise of members' rights

Effect of provisions in company’s articles

145.Effect of provisions of articles as to enjoyment or exercise of members’ rights

Information rights

146.Traded companies: nomination of persons to enjoy information rights

147.Information rights: form in which copies to be provided

148.Termination or suspension of nomination

149.Information as to possible rights in relation to voting

150.Information rights: status of rights

151.Information rights: power to amend

Exercise of rights where shares held on behalf of others

152.Exercise of rights where shares held on behalf of others: exercise in different ways

153.Exercise of rights where shares held on behalf of others: members’ requests

Part 10 A company's directors

Chapter 1 Appointment and removal of directors
Requirement to have directors

154.Companies required to have directors

155.Companies required to have at least one director who is a natural person

156.Direction requiring company to make appointment

Appointment

157.Minimum age for appointment as director

158.Power to provide for exceptions from minimum age requirement

159.Existing under-age directors

160.Appointment of directors of public company to be voted on individually

161.Validity of acts of directors

Register of directors, etc

161A.Alternative method of record-keeping

162.Register of directors

163.Particulars of directors to be registered: individuals

164.Particulars of directors to be registered: corporate directors and firms

165.Register of directors’ residential addresses

166.Particulars of directors to be registered: power to make regulations

167.Duty to notify registrar of changes

Option to keep information on the central register

167A.Right to make an election

167B.Effective date of election

167C.Effect of election on obligations under sections 162 to 167

167D.Duty to notify registrar of changes

167E.Withdrawing the election

167F.Power to extend option to public companies

Removal

168.Resolution to remove director

169.Director’s right to protest against removal

Chapter 2 General duties of directors
Introductory

170.Scope and nature of general duties

The general duties

171.Duty to act within powers

172.Duty to promote the success of the company

173.Duty to exercise independent judgment

174.Duty to exercise reasonable care, skill and diligence

175.Duty to avoid conflicts of interest

176.Duty not to accept benefits from third parties

177.Duty to declare interest in proposed transaction or arrangement

Supplementary provisions

178.Civil consequences of breach of general duties

179.Cases within more than one of the general duties

180.Consent, approval or authorisation by members

181.Modification of provisions in relation to charitable companies

Chapter 3 Declaration of interest in existing transaction or arrangement
182.Declaration of interest in existing transaction or arrangement

183.Offence of failure to declare interest

184.Declaration made by notice in writing

185.General notice treated as sufficient declaration

186.Declaration of interest in case of company with sole director

187.Declaration of interest in existing transaction by shadow director

Chapter 4 Transactions with directors requiring approval of members
Service contracts

188.Directors’ long-term service contracts: requirement of members’ approval

189.Directors’ long-term service contracts: civil consequences of contravention

Substantial property transactions

190.Substantial property transactions: requirement of members’ approval

191.Meaning of “substantial”

192.Exception for transactions with members or other group companies

193.Exception in case of company in winding up or administration

194.Exception for transactions on recognised investment exchange

195.Property transactions: civil consequences of contravention

196.Property transactions: effect of subsequent affirmation

Loans, quasi-loans and credit transactions

197.Loans to directors: requirement of members’ approval

198.Quasi-loans to directors: requirement of members’ approval

199.Meaning of “quasi-loan” and related expressions

200.Loans or quasi-loans to persons connected with directors: requirement of members’ approval

201.Credit transactions: requirement of members’ approval

202.Meaning of “credit transaction”

203.Related arrangements: requirement of members’ approval

204.Exception for expenditure on company business

205.Exception for expenditure on defending proceedings etc

206.Exception for expenditure in connection with regulatory action or investigation

207.Exceptions for minor and business transactions

208.Exceptions for intra-group transactions

209.Exceptions for money-lending companies

210.Other relevant transactions or arrangements

211.The value of transactions and arrangements

212.The person for whom a transaction or arrangement is entered into

213.Loans etc: civil consequences of contravention

214.Loans etc: effect of subsequent affirmation

Payments for loss of office

215.Payments for loss of office

216.Amounts taken to be payments for loss of office

217.Payment by company: requirement of members’ approval

218.Payment in connection with transfer of undertaking etc: requirement of members’ approval

219.Payment in connection with share transfer: requirement of members’ approval

220.Exception for payments in discharge of legal obligations etc

221.Exception for small payments

222.Payments made without approval: civil consequences

Supplementary

223.Transactions requiring members’ approval: application of provisions to shadow directors

224.Approval by written resolution: accidental failure to send memorandum

225.Cases where approval is required under more than one provision

226.Requirement of consent of Charity Commission: companies that are charities

CHAPTER 4A Directors of quoted companies: special provision

Interpretation

226A.Key definitions

Restrictions relating to remuneration or loss of office payments

226B.Remuneration payments

226C.Loss of office payments

226D.Sections 226B and 226C: supplementary

Supplementary

226E.Payments made without approval: civil consequences

226F.Relationship with requirements under Chapter 4

Chapter 5 Directors’ service contracts
227.Directors’ service contracts

228.Copy of contract or memorandum of terms to be available for inspection

229.Right of member to inspect and request copy

230.Directors’ service contracts: application of provisions to shadow directors

Chapter 6 Contracts with sole members who are directors
231.Contract with sole member who is also a director

Chapter 7 Directors’ liabilities
Provision protecting directors from liability

232.Provisions protecting directors from liability

233.Provision of insurance

234.Qualifying third party indemnity provision

235.Qualifying pension scheme indemnity provision

236.Qualifying indemnity provision to be disclosed in directors’ report

237.Copy of qualifying indemnity provision to be available for inspection

238.Right of member to inspect and request copy

Ratification of acts giving rise to liability

239.Ratification of acts of directors

Chapter 8 Directors’ residential addresses: protection from disclosure
240.Protected information

241.Protected information: restriction on use or disclosure by company

242.Protected information: restriction on use or disclosure by registrar

243.Permitted use or disclosure by the registrar

244.Disclosure under court order

245.Circumstances in which registrar may put address on the public record

246.Putting the address on the public record

Chapter 9 Supplementary provisions
Provision for employees on cessation or transfer of business

247.Power to make provision for employees on cessation or transfer of business

Records of meetings of directors

248.Minutes of directors’ meetings

249.Minutes as evidence

Meaning of “director” and “shadow director”

250.“Director”

251.“Shadow director”

Other definitions

252.Persons connected with a director

253.Members of a director’s family

254.Director “connected with” a body corporate

255.Director “controlling” a body corporate

256.Associated bodies corporate

257.References to company’s constitution

General

258.Power to increase financial limits

259.Transactions under foreign law

Part 11 Derivative claims and proceedings by members

Chapter 1 Derivative claims in England and Wales or Northern Ireland
260.Derivative claims

261.Application for permission to continue derivative claim

262.Application for permission to continue claim as a derivative claim

263.Whether permission to be given

264.Application for permission to continue derivative claim brought by another member

Chapter 2 Derivative proceedings in Scotland
265.Derivative proceedings

266.Requirement for leave and notice

267.Application to continue proceedings as derivative proceedings

268.Granting of leave

269.Application by member to be substituted for member pursuing derivative proceedings

Part 12 Company secretaries

Private companies

270.Private company not required to have secretary

Public companies

271.Public company required to have secretary

272.Direction requiring public company to appoint secretary

273.Qualifications of secretaries of public companies

Provisions applying to private companies with a secretary and to public companies

274.Discharge of functions where office vacant or secretary unable to act

274A.Alternative method of record-keeping

275.Duty to keep register of secretaries

276.Duty to notify registrar of changes

277.Particulars of secretaries to be registered: individuals

278.Particulars of secretaries to be registered: corporate secretaries and firms

279.Particulars of secretaries to be registered: power to make regulations

Option to keep information on the central register

279A.Right to make an election

279B.Effective date of election

279C.Effect of election on obligations under sections 275 and 276

279D.Duty to notify registrar of changes

279E.Withdrawing the election

279F.Power to extend option to public companies

280.Acts done by person in dual capacity

Part 13 Resolutions and meetings

Chapter 1 General provisions about resolutions
281.Resolutions

282.Ordinary resolutions

283.Special resolutions

284.Votes: general rules

285.Voting by proxy

285A.Voting rights on poll or written resolution

286.Votes of joint holders of shares

287.Saving for provisions of articles as to determination of entitlement to vote

Chapter 2 Written resolutions
General provisions about written resolutions

288.Written resolutions of private companies

289.Eligible members

Circulation of written resolutions

290.Circulation date

291.Circulation of written resolutions proposed by directors

292.Members’ power to require circulation of written resolution

293.Circulation of written resolution proposed by members

294.Expenses of circulation

295.Application not to circulate members’ statement

Agreeing to written resolutions

296.Procedure for signifying agreement to written resolution

297.Period for agreeing to written resolution

Supplementary

298.Sending documents relating to written resolutions by electronic means

299.Publication of written resolution on website

300.Relationship between this Chapter and provisions of company’s articles

Chapter 3 Resolutions at meetings
General provisions about resolutions at meetings

301.Resolutions at general meetings

Calling meetings

302.Directors’ power to call general meetings

303.Members’ power to require directors to call general meeting

304.Directors’ duty to call meetings required by members

305.Power of members to call meeting at company’s expense

306.Power of court to order meeting

Notice of meetings

307.Notice required of general meeting

307A.Notice required of general meeting: certain meetings of traded companies

308.Manner in which notice to be given

309.Publication of notice of meeting on website

310.Persons entitled to receive notice of meetings

311.Contents of notices of meetings

311A.Traded companies: publication of information in advance of general meeting

312.Resolution requiring special notice

313.Accidental failure to give notice of resolution or meeting

Members’ statements

314.Members’ power to require circulation of statements

315.Company’s duty to circulate members’ statement

316.Expenses of circulating members’ statement

317.Application not to circulate members’ statement

Procedure at meetings

318.Quorum at meetings

319.Chairman of meeting

319A.Traded companies: questions at meetings

320.Declaration by chairman on a show of hands

321.Right to demand a poll

322.Voting on a poll

322A.Voting on a poll: votes cast in advance

323.Representation of corporations at meetings

Proxies

324.Rights to appoint proxies

324A.Obligation of proxy to vote in accordance with instructions

325.Notice of meeting to contain statement of rights

326.Company-sponsored invitations to appoint proxies

327.Notice required of appointment of proxy etc

328.Chairing meetings

329.Right of proxy to demand a poll

330.Notice required of termination of proxy’s authority

331.Saving for more extensive rights conferred by articles

Adjourned meetings

332.Resolution passed at adjourned meeting

Electronic communications

333.Sending documents relating to meetings etc in electronic form

333A. Traded company: duty to provide electronic address for receipt of proxies etc

Application to class meetings

334.Application to class meetings

335.Application to class meetings: companies without a share capital

Chapter 4 Public companies and traded companies: additional requirements for AGMs
336.Public companies and traded companies: annual general meeting

337.Public companies and traded companies: notice of AGM

338.Public companies: members’ power to require circulation of resolutions for AGMs

338A.Traded companies: members’ power to include other matters in business dealt with at AGM

339.Public companies: company’s duty to circulate members’ resolutions for AGMs

340.Public companies: expenses of circulating members’ resolutions for AGM

340A.Traded companies: duty to circulate members’ matters for AGM

340B.Traded companies: expenses of circulating members’ matters to be dealt with at AGM

Chapter 5 Additional requirements for quoted companies AND TRADED COMPANIES
Website publication of poll results

341.Results of poll to be made available on website

Independent report on poll

342.Members’ power to require independent report on poll

343.Appointment of independent assessor

344.Independence requirement

345.Meaning of “associate”

346.Effect of appointment of a partnership

347.The independent assessor’s report

348.Rights of independent assessor: right to attend meeting etc

349.Rights of independent assessor: right to information

350.Offences relating to provision of information

351.Information to be made available on website

Supplementary

352.Application of provisions to class meetings

353.Requirements as to website availability

354.Power to limit or extend the types of company to which provisions of this Chapter apply

Chapter 6 Records of resolutions and meetings
355.Records of resolutions and meetings etc

356.Records as evidence of resolutions etc

357.Records of decisions by sole member

358.Inspection of records of resolutions and meetings

359.Records of resolutions and meetings of class of members

Chapter 7 Supplementary provisions
360.Computation of periods of notice etc: clear day rule

360A.Electronic meetings and voting

360B.Traded companies: requirements for participating in and voting at general meetings

360C.Meaning of “traded company”

361.Meaning of “quoted company”

Part 14 Control of political donations and expenditure

Introductory

362.Introductory

Donations and expenditure to which this Part applies

363.Political parties, organisations etc to which this Part applies

364.Meaning of “political donation”

365.Meaning of “political expenditure”

Authorisation required for donations or expenditure

366.Authorisation required for donations or expenditure

367.Form of authorising resolution

368.Period for which resolution has effect

Remedies in case of unauthorised donations or expenditure

369.Liability of directors in case of unauthorised donation or expenditure

370.Enforcement of directors’ liabilities by shareholder action

371.Enforcement of directors’ liabilities by shareholder action: supplementary

372.Costs of shareholder action

373.Information for purposes of shareholder action

Exemptions

374.Trade unions

375.Subscription for membership of trade association

376.All-party parliamentary groups

377.Political expenditure exempted by order

378.Donations not amounting to more than £5,000 in any twelve month period

Supplementary provisions

379.Minor definitions

Part 15 Accounts and reports

Chapter 1 Introduction
General

380.Scheme of this Part

Companies subject to the small companies regime

381.Companies subject to the small companies regime

382.Companies qualifying as small: general

383.Companies qualifying as small: parent companies

384.Companies excluded from the small companies regime

384A.Companies qualifying as micro-entities

384B.Companies excluded from being treated as micro-entities

Quoted and unquoted companies

385.Quoted and unquoted companies

Chapter 2 Accounting records
386.Duty to keep accounting records

387.Duty to keep accounting records: offence

388.Where and for how long records to be kept

389.Where and for how long records to be kept: offences

Chapter 3 A company’s financial year
390.A company’s financial year

391.Accounting reference periods and accounting reference date

392.Alteration of accounting reference date

Chapter 4 Annual accounts
General

393.Accounts to give true and fair view

Individual accounts

394.Duty to prepare individual accounts

394A.Individual accounts: exemption for dormant subsidiaries

394B.Companies excluded from the dormant subsidiaries exemption

394C.Dormant subsidiaries exemption: parent undertaking declaration of guarantee

395.Individual accounts: applicable accounting framework

396.Companies Act individual accounts

1. IAS individual accounts

…

398.Option to prepare group accounts

Group accounts …

399.Duty to prepare group accounts

400.Exemption for company included in EEA group accounts of larger group

401.Exemption for company included in non-EEA group accounts of larger group

402.Exemption if no subsidiary undertakings need be included in the consolidation

Group accounts: general

403.Group accounts: applicable accounting framework

404.Companies Act group accounts

405.Companies Act group accounts: subsidiary undertakings included in the consolidation

1. IAS group accounts

407.Consistency of financial reporting within group

408.Individual profit and loss account where group accounts prepared

Information to be given in notes to the accounts

409.Information about related undertakings

410.Information about related undertakings: alternative compliance

410A.Information about off-balance sheet arrangements

411.Information about employee numbers and costs

412.Information about directors’ benefits: remuneration

413.Information about directors’ benefits: advances, credit and guarantees

Approval and signing of accounts

414.Approval and signing of accounts

CHAPTER 4A STRATEGIC REPORT
414A.Duty to prepare strategic report

414B.Strategic report: small companies exemption

414C.Contents of strategic report

414CA.Non-financial information statement

414CB.Contents of non-financial information statement

414D.Approval and signing of strategic report

Chapter 5 Directors’ report
Directors’ report

415.Duty to prepare directors’ report

415A.Directors’ report: small companies exemption

416.Contents of directors’ report: general

417.Contents of directors’ report: business review

418.Contents of directors’ report: statement as to disclosure to auditors

419.Approval and signing of directors’ report

419A.Approval and signing of separate corporate governance statement

Chapter 6 Quoted companies: directors’ remuneration report
420.Duty to prepare directors’ remuneration report

421.Contents of directors’ remuneration report

422.Approval and signing of directors’ remuneration report

422A.Revisions to directors’ remuneration policy

Chapter 7 Publication of accounts and reports
Duty to circulate copies of accounts and reports

423.Duty to circulate copies of annual accounts and reports

424.Time allowed for sending out copies of accounts and reports

425.Default in sending out copies of accounts and reports: offences

Option to provide strategic report with supplementary material

426.Option to provide strategic report with supplementary material

426A.Supplementary material

427.Form and contents of summary financial statement: unquoted companies

428.Form and contents of summary financial statement: quoted companies

….Summary financial statements: offences

Quoted companies: requirements as to website publication

430.Quoted companies: annual accounts and reports to be made available on website

Right of member or debenture holder to demand copies of accounts and reports

431.Right of member or debenture holder to copies of accounts and reports: unquoted companies

432.Right of member or debenture holder to copies of accounts and reports: quoted companies

Requirements in connection with publication of accounts and reports

433.Name of signatory to be stated in published copies of accounts and reports

434.Requirements in connection with publication of statutory accounts

435.Requirements in connection with publication of non-statutory accounts

436.Meaning of “publication” in relation to accounts and reports

Chapter 8 Public companies: laying of accounts and reports before general meeting
437.Public companies: laying of accounts and reports before general meeting

438.Public companies: offence of failure to lay accounts and reports

Chapter 9 Quoted companies: members’ approval of directors’ remuneration report
439.Quoted companies: members’ approval of directors’ remuneration report

439A.Quoted companies: members’ approval of directors’ remuneration policy

440.Quoted companies: offences in connection with procedure for approval

Chapter 10 Filing of accounts and reports
Duty to file accounts and reports

441.Duty to file accounts and reports with the registrar

442.Period allowed for filing accounts

.443.Calculation of period allowed

Filing obligations of different descriptions of company

444.Filing obligations of companies subject to small companies regim

444A.Filing obligations of companies entitled to small companies exemption in relation to directors’ report

.445.Filing obligations of medium-sized companies

.446.Filing obligations of unquoted companies

447.Filing obligations of quoted companies

448.Unlimited companies exempt from obligation to file accounts

448A.Dormant subsidiaries exempt from obligation to file accounts

448B.Companies excluded from the dormant subsidiaries exemption

448C.Dormant subsidiaries filing exemption: parent undertaking declaration of guarantee

Requirements where abbreviated accounts delivered

449.Special auditor’s report where abbreviated accounts delivered

450.Approval and signing of abbreviated accounts

Failure to file accounts and reports

451.Default in filing accounts and reports: offences

452.Default in filing accounts and reports: court order

453.Civil penalty for failure to file accounts and reports

Chapter 11 Revision of defective accounts and reports
Voluntary revision

454.Voluntary revision of accounts etc

Secretary of State’s notice

455.Secretary of State’s notice in respect of accounts or reports

Application to court

456.Application to court in respect of defective accounts or reports

457.Other persons authorised to apply to the court

458.Disclosure of information by tax authorities

Power of authorised person to require documents etc

459.Power of authorised person to require documents, information and explanations

460.Restrictions on disclosure of information obtained under compulsory powers

461.Permitted disclosure of information obtained under compulsory powers

462.Power to amend categories of permitted disclosure

Chapter 12 Supplementary provisions
Liability for false or misleading statements in reports and statements

463.Liability for false or misleading statements in reports and statements

Accounting and reporting standards

464.Accounting standards

Companies qualifying as medium-sized

465.Companies qualifying as medium-sized: general

466.Companies qualifying as medium-sized: parent companies

467.Companies excluded from being treated as medium-sized

General power to make further provision about accounts and reports

468.General power to make further provision about accounts and reports

Other supplementary provisions

469.Preparation and filing of accounts in euros

470.Power to apply provisions to banking partnerships

471.Meaning of “annual accounts” and related expressions

472.Notes to the accounts

472A. Meaning of “corporate governance statement” etc

473.Parliamentary procedure for certain regulations under this Part

474.Minor definitions

Part 16 Audit

Chapter 1 Requirement for audited accounts
Requirement for audited accounts

475.Requirement for audited accounts

476.Right of members to require audit

Exemption from audit: small companies

477.Small companies: conditions for exemption from audit

478.Companies excluded from small companies exemption

479.Availability of small companies exemption in case of group company

Exemption from audit: qualifying subsidiaries

479A.Subsidiary companies: conditions for exemption from audit

479B.Companies excluded from the subsidiary companies audit exemption

479C.Subsidiary companies audit exemption: parent undertaking declaration of guarantee

Exemption from audit: dormant companies

480.Dormant companies: conditions for exemption from audit

481.Companies excluded from dormant companies exemption

Companies subject to public sector audit

482.Non-profit-making companies subject to public sector audit

483.Scottish public sector companies: audit by Auditor General for Scotland

General power of amendment by regulations

484.General power of amendment by regulations

Chapter 2 Appointment of auditors
Private companies

485.Appointment of auditors of private company: general

485A.Appointment of auditors of private company: additional requirements for public interest entities with audit committees

485B.Appointment of auditors of private company: additional requirements for public interest entities without audit committees

485C.Restriction on appointment of auditor of private company which is a public interest entity

486.Appointment of auditors of private company: default power of Secretary of State

486A.Defective appointments: default power of Secretary of State

487.Term of office of auditors of private company

487A.Maximum engagement period: transitional arrangements

488.Prevention by members of deemed re-appointment of auditor

Public companies

489.Appointment of auditors of public company: general

489A.Appointment of auditors of public company: additional requirements for public interest entities with audit committees

489B.Appointment of auditors of public company: additional requirements for public interest entities without audit committees

489C.Restriction on appointment of auditor of public company which is a public interest entity

490.Appointment of auditors of public company: default power of Secretary of State

490A.Defective appointments: default power of Secretary of State

491.Term of office of auditors of public company

491A.Maximum engagement period: transitional arrangements

General provisions

492.Fixing of auditor’s remuneration

493.Disclosure of terms of audit appointment

494.Disclosure of services provided by auditor or associates and related remuneration

494ZA.The maximum engagement period

494A.Interpretation

Chapter 3 Functions of auditor
Auditor’s report

495.Auditor’s report on company’s annual accounts

496.Auditor’s report on strategic report and on directors’ report

497.Auditor’s report on auditable part of directors’ remuneration report

497A.Auditor’s report on separate corporate governance statement

Duties and rights of auditors

498.Duties of auditor

498A.Auditor’s duties in relation to separate corporate governance statement

499.Auditor’s general right to information

500.Auditor’s right to information from overseas subsidiaries

501.Auditor’s rights to information: offences

502.Auditor’s rights in relation to resolutions and meetings

Signature of auditor’s report

503.Signature of auditor’s report

504.Senior statutory auditor

505.Names to be stated in published copies of auditor’s report

506.Circumstances in which names may be omitted

Offences in connection with auditor’s report

507.Offences in connection with auditor’s report

508.Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland

509.Guidance for regulatory authorities: Scotland

Chapter 4 Removal, resignation, etc of auditors
Removal of auditor

510.Resolution removing auditor from office

511.Special notice required for resolution removing auditor from office

511A.Public interest companies: application to court to remove auditor from office

512.Notice to registrar of resolution removing auditor from office

513.Rights of auditor who has been removed from office

Failure to re-appoint auditor

514.Failure to re-appoint auditor: special procedure required for written resolution

515.Failure to re-appoint auditor: special notice required for resolution at general meeting

Resignation of auditor

516.Resignation of auditor

517.Notice to registrar of resignation of auditor

518.Rights of resigning auditor

Statement by auditor on ceasing to hold office

519.Statement by auditor to be sent to company

519A.Meaning of “public interest company”, “non-public interest company” and “exempt reasons”

520.Company’s duties in relation to statement

521.Copy of statement to be sent to registrar

522.Duty of auditor to send statement to appropriate audit authority

523.Duty of company to notify appropriate audit authority

524.Provision of information to accounting authorities

525.Meaning of “appropriate audit authority” …

Supplementary

526.Effect of casual vacancies

Chapter 5 Quoted companies: right of members to raise audit concerns at accounts meeting
527.Members’ power to require website publication of audit concerns

528.Requirements as to website availability

529.Website publication: company’s supplementary duties

530.Website publication: offences

531.Meaning of “quoted company”

Chapter 6 Auditors’ liability
Voidness of provisions protecting auditors from liability

532.Voidness of provisions protecting auditors from liability

Indemnity for costs of defending proceedings

533.Indemnity for costs of successfully defending proceedings

Liability limitation agreements

534.Liability limitation agreements

535.Terms of liability limitation agreement

536.Authorisation of agreement by members of the company

537.Effect of liability limitation agreement

538.Disclosure of agreement by company

538A. Meaning of “corporate governance statement” etc

Chapter 7 Supplementary provisions
539.Minor definitions

Part 17 A company's share capital

Chapter 1 Shares and share capital of a company
Shares

540.Shares

541.Nature of shares

542.Nominal value of shares

543.Numbering of shares

544.Transferability of shares

545.Companies having a share capital

546.Issued and allotted share capital

Share capital

547.Called-up share capital

548.Equity share capital

Chapter 2 Allotment of shares: general provisions
Power of directors to allot shares

549.Exercise by directors of power to allot shares etc

550.Power of directors to allot shares etc: private company with only one class of shares

551.Power of directors to allot shares etc: authorisation by company

Prohibition of commissions, discounts and allowances

552.General prohibition of commissions, discounts and allowances

553.Permitted commission

Registration of allotment

554.Registration of allotment

Return of allotment

555.Return of allotment by limited company

556.Return of allotment by unlimited company allotting new class of shares

557.Offence of failure to make return

Supplementary provisions

558.When shares are allotted

559.Provisions about allotment not applicable to shares taken on formation

Chapter 3 Allotment of equity securities: existing shareholders’ right of pre-emption
Introductory

560.Meaning of “equity securities” and related expressions

Existing shareholders’ right of pre-emption

561.Existing shareholders’ right of pre-emption

562.Communication of pre-emption offers to shareholders

563.Liability of company and officers in case of contravention

Exceptions to right of pre-emption

564.Exception to pre-emption right: bonus shares

565.Exception to pre-emption right: issue for non-cash consideration

566.Exceptions to pre-emption right: employees’ share schemes

Exclusion of right of pre-emption

567.Exclusion of requirements by private companies

568.Exclusion of pre-emption right: articles conferring corresponding right

Disapplication of pre-emption rights

569.Disapplication of pre-emption rights: private company with only one class of shares

570.Disapplication of pre-emption rights: directors acting under general authorisation

571.Disapplication of pre-emption rights by special resolution

572.Liability for false statement in directors’ statement

573.Disapplication of pre-emption rights: sale of treasury shares

Supplementary

574.References to holder of shares in relation to offer

575.Saving for other restrictions on offer or allotment

576.Saving for certain older pre-emption requirements

577.Provisions about pre-emption not applicable to shares taken on formation

Chapter 4 Public companies: allotment where issue not fully subscribed
578.Public companies: allotment where issue not fully subscribed

579.Public companies: effect of irregular allotment where issue not fully subscribed

Chapter 5 Payment for shares
General rules

580.Shares not to be allotted at a discount

581.Provision for different amounts to be paid on shares

582.General rule as to means of payment

583.Meaning of payment in cash

Additional rules for public companies

584.Public companies: shares taken by subscribers of memorandum

585.Public companies: must not accept undertaking to do work or perform services

586.Public companies: shares must be at least one-quarter paid up

587.Public companies: payment by long-term undertaking

Supplementary provisions

588.Liability of subsequent holders of shares

589.Power of court to grant relief

590.Penalty for contravention of this Chapter

591.Enforceability of undertakings to do work etc

592.The appropriate rate of interest

Chapter 6 Public companies: independent valuation of non-cash consideration
Non-cash consideration for shares

593.Public company: valuation of non-cash consideration for shares

594.Exception to valuation requirement: arrangement with another company

595.Exception to valuation requirement: merger or division

596.Non-cash consideration for shares: requirements as to valuation and report

597.Copy of report to be delivered to registrar

Transfer of non-cash asset in initial period

598.Public company: agreement for transfer of non-cash asset in initial period

599.Agreement for transfer of non-cash asset: requirement of independent valuation

600.Agreement for transfer of non-cash asset: requirements as to valuation and report

601.Agreement for transfer of non-cash asset: requirement of approval by members

602.Copy of resolution to be delivered to registrar

603.Adaptation of provisions in relation to company re-registering as public

604.Agreement for transfer of non-cash asset: effect of contravention

Supplementary provisions

605.Liability of subsequent holders of shares

606.Power of court to grant relief

607.Penalty for contravention of this Chapter

608.Enforceability of undertakings to do work etc

609.The appropriate rate of interest

Chapter 7 Share premiums
The share premium account

610.Application of share premiums

Relief from requirements as to share premiums

611.Group reconstruction relief

612.Merger relief

613.Merger relief: meaning of 90% equity holding

614.Power to make further provision by regulations

615.Relief may be reflected in company’s balance sheet

Supplementary provisions

616.Interpretation of this Chapter

Chapter 8 Alteration of share capital
How share capital may be altered

617.Alteration of share capital of limited company

Subdivision or consolidation of shares

618.Sub-division or consolidation of shares

619.Notice to registrar of sub-division or consolidation

Reconversion of stock into shares

620.Reconversion of stock into shares

621.Notice to registrar of reconversion of stock into shares

Redenomination of share capital

622.Redenomination of share capital

623.Calculation of new nominal values

624.Effect of redenomination

625.Notice to registrar of redenomination

626.Reduction of capital in connection with redenomination

627.Notice to registrar of reduction of capital in connection with redenomination

628.Redenomination reserve

Chapter 9 Classes of share and class rights
Introductory

629.Classes of shares

Variation of class rights

630.Variation of class rights: companies having a share capital

631.Variation of class rights: companies without a share capital

632.Variation of class rights: saving for court’s powers under other provisions

633.Right to object to variation: companies having a share capital

634.Right to object to variation: companies without a share capital

635.Copy of court order to be forwarded to the registrar

Matters to be notified to the registrar

636.Notice of name or other designation of class of shares

637.Notice of particulars of variation of rights attached to shares

638.Notice of new class of members

639.Notice of name or other designation of class of members

640.Notice of particulars of variation of class rights

Chapter 10 Reduction of share capital
Introductory

641.Circumstances in which a company may reduce its share capital

Private companies: reduction of capital supported by solvency statement

642.Reduction of capital supported by solvency statement

643.Solvency statement

644.Registration of resolution and supporting documents

Reduction of capital confirmed by the court

645.Application to court for order of confirmation

646.Creditors entitled to object to reduction

647.Offences in connection with list of creditors

648.Court order confirming reduction

649.Registration of order and statement of capital

Public company reducing capital below authorised minimum

650.Public company reducing capital below authorised minimum

651.Expedited procedure for re-registration as a private company

Effect of reduction of capital

652.Liability of members following reduction of capital

653.Liability to creditor in case of omission from list of creditors

Chapter 11 Miscellaneous and supplementary provisions
654.Treatment of reserve arising from reduction of capital

655.Shares no bar to damages against company

656.Public companies: duty of directors to call meeting on serious loss of capital

657.General power to make further provision by regulations

Part 18 Acquisition by limited company of its own shares

Chapter 1 General provisions

Introductory

658.General rule against limited company acquiring its own shares

659.Exceptions to general rule

Shares held by company’s nominee

660.Treatment of shares held by nominee

661.Liability of others where nominee fails to make payment in respect of shares

Shares held by or for public company

662.Duty to cancel shares in public company held by or for the company

663.Notice of cancellation of shares

664.Re-registration as private company in consequence of cancellation

665.Issue of certificate of incorporation on re-registration

666.Effect of failure to re-register

667.Offence in case of failure to cancel shares or re-register

668.Application of provisions to company re-registering as public company

669.Transfer to reserve on acquisition of shares by public company or nominee

Charges of public company on own shares

670.Public companies: general rule against lien or charge on own shares

Supplementary provisions

671.Interests to be disregarded in determining whether company has beneficial interest

672.Residual interest under pension scheme or employees’ share scheme

673.Employer’s charges and other rights of recovery

674.Rights as personal representative or trustee

675.Meaning of “pension scheme”

676.Application of provisions to directors

Chapter 2 Financial assistance for purchase of own shares
Introductory

677.Meaning of “financial assistance”

Circumstances in which financial assistance prohibited

678.Assistance for acquisition of shares in public company

679.Assistance by public company for acquisition of shares in its private holding company

680.Prohibited financial assistance an offence

Exceptions from prohibition

681.Unconditional exceptions

682.Conditional exceptions

Supplementary

683.Definitions for this Chapter

Chapter 3 Redeemable shares
684.Power of limited company to issue redeemable shares

685.Terms and manner of redemption

686.Payment for redeemable shares

687.Financing of redemption

688.Redeemed shares treated as cancelled

689.Notice to registrar of redemption

Chapter 4 Purchase of own shares
General provisions

690.Power of limited company to purchase own shares

691.Payment for purchase of own shares

692.Financing of purchase of own shares

Authority for purchase of own shares

693.Authority for purchase of own shares

693A.Authority for off-market purchase for the purposes of or pursuant to an employees’ share scheme

Authority for off-market purchase

694.Authority for off-market purchase

695.Resolution authorising off-market purchase: exercise of voting rights

696.Resolution authorising off-market purchase: disclosure of details of contract

697.Variation of contract for off-market purchase

698.Resolution authorising variation: exercise of voting rights

699.Resolution authorising variation: disclosure of details of variation

700.Release of company’s rights under contract for off-market purchase

Authority for market purchase

701.Authority for market purchase

Supplementary provisions

702.Copy of contract or memorandum to be available for inspection

703.Enforcement of right to inspect copy or memorandum

704.No assignment of company’s right to purchase own shares

705.Payments apart from purchase price to be made out of distributable profits

706.Treatment of shares purchased

707.Return to registrar of purchase of own shares

708.Notice to registrar of cancellation of shares

Chapter 5 Redemption or purchase by private company out of capital
Introductory

709.Power of private limited company to redeem or purchase own shares out of capital

The permissible capital payment

710.The permissible capital payment

711.Available profits

712.Determination of available profits

Requirements for payment out of capital

713.Requirements for payment out of capital

714.Directors’ statement and auditor’s report

715.Directors’ statement: offence if no reasonable grounds for opinion

716.Payment to be approved by special resolution

717.Resolution authorising payment: exercise of voting rights

718.Resolution authorising payment: disclosure of directors’ statement and auditor’s report

719.Public notice of proposed payment

720.Directors’ statement and auditor’s report to be available for inspection

Requirements for payment out of capital: employees’ share schemes

720A.Reduced requirements for payment out of capital for purchase of own shares for the purposes of or pursuant to an employees’ share scheme

720B.Registration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees’ share scheme

Objection to payment by members or creditors

721.Application to court to cancel resolution

722.Notice to registrar of court application or order

Supplementary provisions

723.Time when payment out of capital to be made or shares to be surrendered

Chapter 6 Treasury shares
724.Treasury shares

725.Treasury shares: maximum holdings

726.Treasury shares: exercise of rights

727.Treasury shares: disposal

728.Treasury shares: notice of disposal

729.Treasury shares: cancellation

730.Treasury shares: notice of cancellation

731.Treasury shares: treatment of proceeds of sale

732.Treasury shares: offences

Chapter 7 Supplementary provisions
733.The capital redemption reserve

734.Accounting consequences of payment out of capital

735.Effect of company’s failure to redeem or purchase

736.Meaning of “distributable profits”

737.General power to make further provision by regulations

Part 19 Debentures

General provisions

738.Meaning of “debenture”

739.Perpetual debentures

740.Enforcement of contract to subscribe for debentures

741.Registration of allotment of debentures

742.Debentures to bearer (Scotland)

Register of debenture holders

743.Register of debenture holders

744.Register of debenture holders: right to inspect and require copy

745.Register of debenture holders: response to request for inspection or copy

746.Register of debenture holders: refusal of inspection or default in providing copy

747.Register of debenture holders: offences in connection with request for or disclosure of information

748.Time limit for claims arising from entry in register

Supplementary provisions

749.Right of debenture holder to copy of deed

750.Liability of trustees of debentures

751.Liability of trustees of debentures: saving for certain older provisions

752.Power to re-issue redeemed debentures

753.Deposit of debentures to secure advances

754.Priorities where debentures secured by floating charge

Part 20 Private and public companies

Chapter 1 Prohibition of public offers by private companies
755.Prohibition of public offers by private company

756.Meaning of “offer to the public”

757.Enforcement of prohibition: order restraining proposed contravention

758.Enforcement of prohibition: orders available to the court after contravention

759.Enforcement of prohibition: remedial order

760.Validity of allotment etc not affected

Chapter 2 Minimum share capital requirement for public companies
761.Public company: requirement as to minimum share capital

762.Procedure for obtaining certificate

763.The authorised minimum

764.Power to alter authorised minimum

765.Authorised minimum: application of initial requirement

766.Authorised minimum: application where shares denominated in different currencies etc

767.Consequences of doing business etc without a trading certificate

Part 21 Certification and transfer of securities

Chapter 1 Certification and transfer of securities: general
Share certificates

768.Share certificate to be evidence of title

Issue of certificates etc on allotment

769.Duty of company as to issue of certificates etc on allotment

Transfer of securities

770.Registration of transfer

771.Procedure on transfer being lodged

772.Transfer of shares on application of transferor

773.Execution of share transfer by personal representative

774.Evidence of grant of probate etc

775.Certification of instrument of transfer

Issue of certificates etc on transfer

776.Duty of company as to issue of certificates etc on transfer

777.Issue of certificates etc: cases within the Stock Transfer Act 1982

Issue of certificates etc on allotment or transfer to financial institution

778.Issue of certificates etc: allotment or transfer to financial institution

Share warrants

779.Prohibition on issue of new share warrants and effect of existing share warrants

780.Duty of company as to issue of certificates on surrender of share warrant

781.Offences in connection with share warrants (Scotland)

Supplementary provisions

782.Issue of certificates etc: court order to make good default

Chapter 2 Evidencing and transfer of title to securities without written instrument
Introductory

783.Scope of this Chapter

784.Power to make regulations

Powers exercisable

785.Provision enabling procedures for evidencing and transferring title

786.Provision enabling or requiring arrangements to be adopted

787.Provision enabling or requiring arrangements to be adopted: order-making powers

Supplementary

788.Provision that may be included in regulations

789.Duty to consult

790.Resolutions to be forwarded to registrar

PART 21A Information about people with significant control

CHAPTER 1 Introduction
790A.Overview

790B.Companies to which this Part applies

790C.Key terms

CHAPTER 2 Information-gathering
Duty on companies

790D.Company’s duty to investigate and obtain information

790E.Company’s duty to keep information up-to-date

790F.Failure by company to comply with information duties

Duty on others

790G.Duty to supply information

790H.Duty to update information

Compliance

790I.Enforcement of disclosure requirements

Exemption from information and registration requirements

790J.Power to make exemptions

Required particulars

790K.Required particulars

790L.Required particulars: power to amend

CHAPTER 3 Register of people with significant control
790M.Duty to keep register

790N.Register to be kept available for inspection

790O.Rights to inspect and require copies

790P.PSC register: response to request for inspection or copy

790Q.PSC register: refusal of inspection or default in providing copy

790R.PSC register: offences in connection with request for or disclosure of information

790S.Information as to state of register

790T.Protected information

790U.Removal of entries from the register

790V.Power of court to rectify register

790VA.Notification of changes to the registrar

CHAPTER 4 Alternative method of record-keeping
790W.Introductory

790X.Right to make an election

790Y.Effective date of election

790Z.Effect of election on obligations under Chapter 3

790ZA.Duty to notify registrar of changes

790ZB.Information as to state of central register

790ZC.Power of court to order company to remedy default or delay

790ZD.Withdrawing the election

790ZE.Power to extend option to public companies

CHAPTER 5 Protection from disclosure
790ZF.Protection of information as to usual residential address

790ZG.Power to make regulations protecting material

Part 22 Information about interests in a company's shares

Introductory

791.Companies to which this Part applies

792.Shares to which this Part applies

Notice requiring information about interests in shares

793.Notice by company requiring information about interests in its shares

794.Notice requiring information: order imposing restrictions on shares

795.Notice requiring information: offences

796.Notice requiring information: persons exempted from obligation to comply

Orders imposing restrictions on shares

797.Consequences of order imposing restrictions

798.Penalty for attempted evasion of restrictions

799.Relaxation of restrictions

800.Removal of restrictions

801.Order for sale of shares

802.Application of proceeds of sale under court order

Power of members to require company to act

803.Power of members to require company to act

804.Duty of company to comply with requirement

805.Report to members on outcome of investigation

806.Report to members: offences

807.Right to inspect and request copy of reports

Register of interests disclosed

808.Register of interests disclosed

809.Register to be kept available for inspection

810.Associated index

811.Rights to inspect and require copy of entries

812.Court supervision of purpose for which rights may be exercised

813.Register of interests disclosed: refusal of inspection or default in providing copy

814.Register of interests disclosed: offences in connection with request for or disclosure of information

815.Entries not to be removed from register

816.Removal of entries from register: old entries

817.Removal of entries from register: incorrect entry relating to third party

818.Adjustment of entry relating to share acquisition agreement

819.Duty of company ceasing to be public company

Meaning of interest in shares

820.Interest in shares: general

821.Interest in shares: right to subscribe for shares

822.Interest in shares: family interests

823.Interest in shares: corporate interests

824.Interest in shares: agreement to acquire interests in a particular company

825.Extent of obligation in case of share acquisition agreement

Other supplementary provisions

826.Information protected from wider disclosure

827.Reckoning of periods for fulfilling obligations

828.Power to make further provision by regulations

Part 23 Distributions

Chapter 1 Restrictions on when distributions may be made
Introductory

829.Meaning of “distribution”

General rules

830.Distributions to be made only out of profits available for the purpose

831.Net asset restriction on distributions by public companies

Distributions by investment companies or Solvency 2 insurance companies

832.Distributions by investment companies out of accumulated revenue profits

833.Meaning of “investment company”

833A.Distributions by insurance companies authorised under the Solvency  Directive

834.Investment company: condition as to holdings in other companies

835.Power to extend provisions relating to investment companies

Chapter 2 Justification of distribution by reference to accounts

Justification of distribution by reference to accounts

836.Justification of distribution by reference to relevant accounts

Requirements applicable in relation to relevant accounts

837.Requirements where last annual accounts used

838.Requirements where interim accounts used

839.Requirements where initial accounts used

Application of provisions to successive distributions etc

840.Successive distributions etc by reference to the same accounts

Chapter 3 Supplementary provisions
Accounting matters

841.Realised losses and profits and revaluation of fixed assets

842.Determination of profit or loss in respect of asset where records incomplete

843.Realised profits and losses of long-term insurance business of certain insurance companies

844.Treatment of development costs

Distributions in kind

845.Distributions in kind: determination of amount

846.Distributions in kind: treatment of unrealised profits

Consequences of unlawful distribution

847.Consequences of unlawful distribution

Other matters

848.Saving for certain older provisions in articles

849.Restriction on application of unrealised profits

850.Treatment of certain older profits or losses

851.Application of rules of law restricting distributions

852.Saving for other restrictions on distributions

853.Minor definitions

PART 24 Annual confirmation of accuracy of information on register

853A.Duty to deliver confirmation statements

853B.Duties to notify a relevant event

853C.Duty to notify a change in company’s principal business activities

853D.Duty to deliver statement of capital

853E.Duty to notify trading status of shares

853F.Duty to deliver shareholder information: non-traded companies

853G.Duty to deliver shareholder information: certain traded companies

853H.Duty to deliver information about exemption from Part 21A

853I.Duty to deliver information about people with significant control

853J.Power to amend duties to deliver certain information

853K.Confirmation statements: power to make further provision by regulations

853L.Failure to deliver confirmation statement

854.Duty to deliver annual returns

855.Contents of annual return: general

855A.Required particulars of directors and secretaries

856.Contents of annual return: information about shares and share capital

856A.Contents of annual return: information about shareholders: non-traded companies

856B.Contents of annual return: information about shareholders: certain traded companies

857.Contents of annual return: power to make further provision by regulations

858.Failure to deliver annual return

859.Application of provisions to shadow directors

Part 25 Company charges

CHAPTER A1 Registration of company charges

Company charges

859A.Charges created by a company

859B.Charge in series of debentures

859C.Charges existing on property or undertaking acquired

859D.Particulars to be delivered to registrar

859E.Date of creation of charge

859F.Extension of period allowed for delivery

859G. Personal information etc in certified copies

Consequence of non-delivery

859H.Consequence of failure to deliver charges

The register

859I.Entries on the register

859J.Company holding property or undertaking as trustee

859K.Registration of enforcement of security

859L.Entries of satisfaction and release

859M.Rectification of register

859N.Replacement of instrument or debenture

859O.Notification of addition to or amendment of charge

Companies’ records and registers

859P.Companies to keep copies of instruments creating and amending charges

859Q.Instruments creating charges to be available for inspection

Chapter 1 Companies registered in England and Wales or in Northern Ireland

Requirement to register company charges

860.Charges created by a company

861.Charges which have to be registered: supplementary

862.Charges existing on property acquired

Special rules about debentures

863.Charge in series of debentures

864.Additional registration requirement for commission etc in relation to debentures

865.Endorsement of certificate on debentures

Charges in other jurisdictions

866.Charges created in, or over property in, jurisdictions outside the United Kingdom

867.Charges created in, or over property in, another United Kingdom jurisdiction

Orders charging land: Northern Ireland

868.Northern Ireland: registration of certain charges etc. affecting land

The register of charges

869.Register of charges to be kept by registrar

870.The period allowed for registration

871.Registration of enforcement of security

872.Entries of satisfaction and release

873.Rectification of register of charges

Avoidance of certain charges

874.Consequence of failure to register charges created by a company

Companies’ records and registers

875.Companies to keep copies of instruments creating charges

876.Company’s register of charges

877.Instruments creating charges and register of charges to be available for inspection

Chapter 2 Companies registered in Scotland
Charges requiring registration

878.Charges created by a company

879.Charges which have to be registered: supplementary

880.Duty to register charges existing on property acquired

881.Charge by way of ex facie absolute disposition, etc

Special rules about debentures

882.Charge in series of debentures

883.Additional registration requirement for commission etc in relation to debentures

Charges on property outside the United Kingdom

884.Charges on property outside United Kingdom

The register of charges

885.Register of charges to be kept by registrar

886.The period allowed for registration

887.Entries of satisfaction and relief

888.Rectification of register of charges

Avoidance of certain charges

889.Charges void unless registered

Companies’ records and registers

890.Copies of instruments creating charges to be kept by company

891.Company’s register of charges

892.Instruments creating charges and register of charges to be available for inspection

Chapter 3 Powers of the Secretary of State
893.Power to make provision for effect of registration in special register

894.General power to make amendments to this Part

Part 26 Arrangements and reconstructions

Application of this Part

895.Application of this Part

Meeting of creditors or members

896.Court order for holding of meeting

897.Statement to be circulated or made available

898.Duty of directors and trustees to provide information

Court sanction for compromise or arrangement

899.Court sanction for compromise or arrangement

Reconstructions and amalgamations

900.Powers of court to facilitate reconstruction or amalgamation

Obligations of company with respect to articles etc

901.Obligations of company with respect to articles etc

Part 27 Mergers and divisions of public companies

Chapter 1 Introductory
902.Application of this Part

903.Relationship of this Part to Part 26

Chapter 2 Merger
Introductory

904.Mergers and merging companies

Requirements applicable to merger

905.Draft terms of scheme (merger)

906.Publication of draft terms by registrar(merger)

906A.Publication of draft terms on company website (merger)

907.Approval of members of merging companies

908.Directors’ explanatory report (merger)

909.Expert’s report (merger)

910.Supplementary accounting statement (merger)

911.Inspection of documents (merger)

911A.Publication of documents on company website (merger)

911B.Report on material changes of assets of merging companies

912.Approval of articles of new transferee company (merger)

913.Protection of holders of securities to which special rights attached (merger)

914.No allotment of shares to transferor company or its nominee (merger)

Exceptions where shares of transferor company held by transferee company

915.Circumstances in which certain particulars and reports not required (merger)

915A.Other circumstances in which reports and inspection not required (merger)

916.Circumstances in which meeting of members of transferee company not required (merger)

917.Circumstances in which no meetings required (merger)

Other exceptions

918.Other circumstances in which meeting of members of transferee company not required (merger)

918A. Agreement to dispense with reports etc (merger)

Chapter 3 Division
Introductory

919.Divisions and companies involved in a division

Requirements to be complied with in case of division

920.Draft terms of scheme (division)

921.Publication of draft terms by registrar(division)

921A.Publication of draft terms on company website (division)

922.Approval of members of companies involved in the division

923.Directors’ explanatory report (division)

924.Expert’s report (division)

925.Supplementary accounting statement (division)

926.Inspection of documents (division)

926A.Publication of documents on company website (division)

927.Report on material changes of assets of transferor company (division)

928.Approval of articles of new transferee company (division)

929.Protection of holders of securities to which special rights attached (division)

930.No allotment of shares to transferor company or its nominee (division)

Exceptions where shares of transferor company held by transferee company

931.Circumstances in which meeting of members of transferor company not required (division)

Other exceptions

932.Circumstances in which meeting of members of transferee company not required (division)

933.Agreement to dispense with reports etc (division)

933A.Certain requirements excluded where shareholders given proportional rights (division)

934.Power of court to exclude certain requirements (division)

Chapter 4 Supplementary provisions
Expert’s report and related matters

935.Expert’s report: valuation by another person

936.Experts and valuers: independence requirement

937.Experts and valuers: meaning of “associate”

Powers of the court

938.Power of court to summon meeting of members or creditors of existing transferee company

939.Court to fix date for transfer of undertaking etc of transferor company

Liability of transferee companies

940.Liability of transferee companies for each other’s defaults

Disruption of websites

940A.Disregard of website failures beyond control of company

Interpretation

941.Meaning of “liabilities” and “property”

Part 28 Takeovers etc

Chapter 1 The Takeover Panel
The Panel and its rules

942.The Panel

943.Rules

944.Further provisions about rules

945.Rulings

946.Directions

Information

947.Power to require documents and information

948.Restrictions on disclosure

949.Offence of disclosure in contravention of section 948

Co-operation

950.Panel’s duty of co-operation

Hearings and appeals

951.Hearings and appeals

Contravention of rules etc

952.Sanctions

953.Failure to comply with rules about bid documentation

954.Compensation

955.Enforcement by the court

956.No action for breach of statutory duty etc

Funding

957.Fees and charges

958.Levy

959.Recovery of fees, charges or levy

Miscellaneous and supplementary

960.Panel as party to proceedings

961.Exemption from liability in damages

962.Privilege against self-incrimination

963.Annual reports

964.Amendments to Financial Services and Markets Act 2000

965.Power to extend to Isle of Man and Channel Islands

Chapter 2 Impediments to takeovers
Opting in and opting out

966.Opting in and opting out

967.Further provision about opting-in and opting-out resolutions

Consequences of opting in

968.Effect on contractual restrictions

969.Power of offeror to require general meeting to be called

Supplementary

970.Communication of decisions

971.Interpretation of this Chapter

972.Transitory provision

973.Power to extend to Isle of Man and Channel Islands

Chapter 3 “Squeeze-out” and “Sell-out”
Takeover offers

974.Meaning of “takeover offer”

975.Shares already held by the offeror etc

976.Cases where offer treated as being on same terms

977.Shares to which an offer relates

978.Effect of impossibility etc of communicating or accepting offer

“Squeeze-out”

979.Right of offeror to buy out minority shareholder

980.Further provision about notices given under section 979

981.Effect of notice under section 979

982.Further provision about consideration held on trust under section 981(9)

“Sell-out”

983.Right of minority shareholder to be bought out by offeror

984.Further provision about rights conferred by section 983

985.Effect of requirement under section 983

Supplementary

986.Applications to the court

987.Joint offers

Interpretation

988.Associates

989.Convertible securities

990.Debentures carrying voting rights

991.Interpretation

Chapter 4 Amendments to Part 7 of the Companies Act 1985

992.Matters to be dealt with in directors’ report

Part 29 Fraudulent trading

993.Offence of fraudulent trading

Part 30 Protection of members against unfair prejudice
Main provisions

994.Petition by company member

995.Petition by Secretary of State

996.Powers of the court under this Part

Supplementary provisions

997.Application of general rule-making powers

998.Copy of order affecting company’s constitution to be delivered to registrar

999.Supplementary provisions where company’s constitution altered

Part 31 Dissolution and restoration to the register
Chapter 1 Striking off
Registrar’s power to strike off defunct company

1000.Power to strike off company not carrying on business or in operation

1001.Duty to act in case of company being wound up

1002.Supplementary provisions as to service of communication or notice

Voluntary striking off

1003.Striking off on application by company

1004.Circumstances in which application not to be made: activities of company

1005.Circumstances in which application not to be made: other proceedings not concluded

1006.Copy of application to be given to members, employees, etc

1007.Copy of application to be given to new members, employees, etc

1008.Copy of application: provisions as to service of documents

1009.Circumstances in which application to be withdrawn

1010.Withdrawal of application

1011.Meaning of “creditor”

Chapter 2 Property of dissolved company
Property vesting as bona vacantia

1012.Property of dissolved company to be bona vacantia

1013.Crown disclaimer of property vesting as bona vacantia

1014.Effect of Crown disclaimer

Effect of Crown disclaimer: England and Wales and Northern Ireland

1015.General effect of disclaimer

1016.Disclaimer of leaseholds

1017.Power of court to make vesting order

1018.Protection of persons holding under a lease

1019.Land subject to rentcharge

Effect of Crown disclaimer: Scotland

1020.General effect of disclaimer

1021.Power of court to make vesting order

1022.Protection of persons holding under a lease

Supplementary provisions

1023.Liability for rentcharge on company’s land after dissolution

Chapter 3 Restoration to the register
Administrative restoration to the register

1024.Application for administrative restoration to the register

1025.Requirements for administrative restoration

1026.Application to be accompanied by statement of compliance

1027.Registrar’s decision on application for administrative restoration

1028.Effect of administrative restoration

1028A.Administrative restoration of company with share warrants

Restoration to the register by the court

1029.Application to court for restoration to the register

1030.When application to the court may be made

1031.Decision on application for restoration by the court

1032.Effect of court order for restoration to the register

1032A.Restoration by court of company with share warrants

Supplementary provisions

1033.Company’s name on restoration

1034.Effect of restoration to the register where property has vested as bona vacantia

Part 32 Company investigations: amendments

1035.Powers of Secretary of State to give directions to inspectors

1036.Resignation, removal and replacement of inspectors

1037.Power to obtain information from former inspectors etc

1038.Power to require production of documents

1039.Disqualification orders: consequential amendments

Part 33 UK companies not formed under companies legislation

Chapter 1 Companies not formed under companies legislation but authorised to register
1040.Companies authorised to register under this Act

1041.Definition of “joint stock company”

1042.Power to make provision by regulations

Chapter 2 Unregistered companies
1043.Unregistered companies

Part 34 Overseas companies

Introductory

1044.Overseas companies

1045.Company contracts and execution of documents by companies

Registration of particulars

1046.Duty to register particulars

1047.Registered name of overseas company

1048.Registration under alternative name

Other requirements

1049.Accounts and reports: general

1050.Accounts and reports: credit or financial institutions

1051.Trading disclosures

1052.Company charges

1053.Other returns etc

Supplementary

1054.Offences

1055.Disclosure of individual’s residential address: protection from disclosure

1056.Requirement to identify persons authorised to accept service of documents

1057.Registrar to whom returns, notices etc to be delivered

1058.Duty to give notice of ceasing to have registrable presence

1059.Application of provisions in case of relocation of branch

Part 35 The registrar of companies

Scheme of this Part Scheme of this Part (1) The scheme of this Part is as follows.
Scheme of this Part

1059A.Scheme of this Part

The registrar

1060.The registrar

1061.The registrar’s functions

1062.The registrar’s official seal

1063.Fees payable to registrar

Certificates of incorporation

1064.Public notice of issue of certificate of incorporation

1065.Right to certificate of incorporation

Registered numbers

1066.Company’s registered numbers

1067.Registered numbers of UK establishments of overseas company

Delivery of documents to the registrar

1068.Registrar’s requirements as to form, authentication and manner of delivery

1069.Power to require delivery by electronic means

1070.Agreement for delivery by electronic means

1071.Document not delivered until received

Requirements for proper delivery

1072.Requirements for proper delivery

1073.Power to accept documents not meeting requirements for proper delivery

1074.Documents containing unnecessary material

1075.Informal correction of document

1076.Replacement of document not meeting requirements for proper delivery

Public notice of receipt of certain documents

1077.Public notice of receipt of certain documents

1078.Documents subject to Directive disclosure requirements

1079.Effect of failure to give public notice

1079A.Provision of information for publication on European e-Justice portal

Notice of receipt of documents about new directors

1079B.Duty to notify directors

The register

1080.The register

1081.Annotation of the register

1082.Allocation of unique identifiers

1083.Preservation of original documents

1084.Records relating to companies that have been dissolved etc

1084A.Recording of optional information on register

Inspection etc of the register

1085.Inspection of the register

1086.Right to copy of material on the register

1087.Material not available for public inspection

1087A.Information about a person’s date of birth

1087B.Disclosure of DOB information

1088.Application to registrar to make address unavailable for public inspection

1089.Form of application for inspection or copy

1090.Form and manner in which copies to be provided

1091.Certification of copies as accurate

1092.Issue of process for production of records kept by the registrar

Correction or removal of material on the register

1093.Registrar’s notice to resolve inconsistency on the register

1094.Administrative removal of material from the register

1095.Rectification of register on application to registrar

1096.Rectification of the register under court order

1097.Powers of court on ordering removal of material from the register

1097A.Rectification of register relating to company registered office

1098.Public notice of removal of certain material from the register

The registrar’s index of company names

1099.The registrar’s index of company names

1100.Right to inspect index

1101.Power to amend enactments relating to bodies other than companies

Language requirements: translation

1102.Application of language requirements

1103.Documents to be drawn up and delivered in English

1104.Documents relating to Welsh companies

1105.Documents that may be drawn up and delivered in other languages

1106.Voluntary filing of translations

1107.Certified translations

Language requirements: transliteration

1108.Transliteration of names and addresses: permitted characters

1109.Transliteration of names and addresses: voluntary transliteration into Roman characters

1110.Transliteration of names and addresses: certification

Supplementary provisions

1111.Registrar’s requirements as to certification or verification

1112.General false statement offence

1113.Enforcement of company’s filing obligations

1114.Application of provisions about documents and delivery

1115.Supplementary provisions relating to electronic communications

1116.Alternative to publication in the Gazette

1117.Registrar’s rules

1118.Payments into the Consolidated Fund

1119.Contracting out of registrar’s functions

1120.Application of this Part to overseas companies

Part 36 Offences under the Companies Acts

Liability of officer in default

1121.Liability of officer in default

1122.Liability of company as officer in default

1123.Application to bodies other than companies

Offences under the Companies Act 1985

1124.Amendments of the Companies Act 1985

General provisions

1125.Meaning of “daily default fine”

1126.Consents required for certain prosecutions

1127.Summary proceedings: venue

1128.Summary proceedings: time limit for proceedings

1129.Legal professional privilege

1130.Proceedings against unincorporated bodies

1131.Imprisonment on summary conviction in England and Wales: transitory provision

Production and inspection of documents

1132.Production and inspection of documents where offence suspected

Supplementary

1133.Transitional provision

Part 37 Companies: supplementary provisions

Company records

1134.Meaning of “company records”

1135.Form of company records

1136.Regulations about where certain company records to be kept available for inspection

1137.Regulations about inspection of records and provision of copies

1138.Duty to take precautions against falsification

Service addresses

1139.Service of documents on company

1140.Service of documents on directors, secretaries and others

1141.Service addresses

1142.Requirement to give service address

Sending or supplying documents or information

1143.The company communications provisions

1144.Sending or supplying documents or information

1145.Right to hard copy version

1146.Requirement of authentication

1147.Deemed delivery of documents and information

1148.Interpretation of company communications provisions

Requirements as to independent valuation

1149.Application of valuation requirements

1150.Valuation by qualified independent person

1151.The independence requirement

1152.Meaning of “associate”

1153.Valuer entitled to full disclosure

Notice of appointment of certain officers

1154.Duty to notify registrar of certain appointments etc

1155.Offence of failure to give notice

Courts and legal proceedings

1156.Meaning of “the court”

1157.Power of court to grant relief in certain cases

Part 38 Companies: interpretation

Meaning of “UK-registered company”

1158.Meaning of “UK-registered company”

Meaning of “subsidiary” and related expressions

1159.Meaning of “subsidiary” etc

1160.Meaning of “subsidiary” etc: power to amend

Meaning of “undertaking” and related expressions

1161.Meaning of “undertaking” and related expressions

1162.Parent and subsidiary undertakings

Other definitions

1163.“Non-cash asset”

1164.Meaning of “banking company” and “banking group”

1165.Meaning of “insurance company” and related expressions

1166.“Employees’ share scheme”

1167.Meaning of “prescribed”

1168.Hard copy and electronic form and related expressions

1169.Dormant companies

1170.Meaning of “EEA State” and related expressions

1170A.Receiver or manager and certain related references

1170B.Meaning of “contributory”

1171.The former Companies Acts

General

1172.References to requirements of this Act

1173.Minor definitions: general

1174.Index of defined expressions

Part 39 Companies: minor amendments

1175.Removal of special provisions about accounts and audit of charitable companies

1176.Power of Secretary of State to bring civil proceedings on company’s behalf

1177.Repeal of certain provisions about company directors

1178.Repeal of requirement that certain companies publish periodical statement

1179.Repeal of requirement that Secretary of State prepare annual report

1180.Repeal of certain provisions about company charges

1181.Access to constitutional documents of RTE and RTM companies

Part 40 Company directors: foreign disqualification etc

Introductory

1182.Persons subject to foreign restrictions

1183.Meaning of “the court” and “UK company”

Power to disqualify

1184.Disqualification of persons subject to foreign restrictions

1185.Disqualification regulations: supplementary

1186.Offence of breach of disqualification

Power to make persons liable for company’s debts

1187.Personal liability for debts of company

Power to require statements to be sent to the registrar of companies

1188.Statements from persons subject to foreign restrictions

1189.Statements from persons disqualified

1190.Statements: whether to be made public

1191.Offences

Part 41 Business names

Chapter 1 Restricted or prohibited names
Introductory

1192.Application of this Chapter

Sensitive words or expressions

1193.Name suggesting connection with government or public authority

1194.Other sensitive words or expressions

1195.Requirement to seek comments of government department or other relevant body

1196.Withdrawal of Secretary of State’s approval

Misleading names

1197.Name containing inappropriate indication of company type or legal form

1198.Name giving misleading indication of activities

Supplementary

1199.Savings for existing lawful business names

Chapter 2 Disclosure required in case of individual or partnership
Introductory

1200.Application of this Chapter

1201.Information required to be disclosed

Disclosure requirements

1202.Disclosure required: business documents etc

1203.Exemption for large partnerships if certain conditions met

1204.Disclosure required: business premises

Consequences of failure to make required disclosure

1205.Criminal consequences of failure to make required disclosure

1206.Civil consequences of failure to make required disclosure

Chapter 3 Supplementary
1207.Application of general provisions about offences

1208.Interpretation

Part 42 Statutory Auditors

Chapter 1 Introductory

1209.Main purposes of Part

1210.Meaning of “statutory auditor” etc

1211.Eligibility for appointment as a statutory auditor: overview

Chapter 2 Individuals and firms
Eligibility for appointment

1212.Individuals and firms: eligibility for appointment as a statutory auditor

1213.Effect of ineligibility

Independence requirement

1214.Independence requirement

1215.Effect of lack of independence

Effect of appointment of a partnership

1216.Effect of appointment of a partnership

Supervisory bodies

1217.Supervisory bodies

1218.Exemption from liability for damages

Professional qualifications

1219.Appropriate qualifications

1220.Qualifying bodies and recognised professional qualifications

1221.Approval of third country qualifications

1222.Eligibility of individuals retaining only 1967 Act authorisation

Information

1223.Matters to be notified to the Secretary of State

1223ZA.Matters to be notified to the competent authority

1223A. Notification of matters relevant to other EEA States

1224.The Secretary of State’s power to call for information

1224ZA.The competent authority’s power to call for information

1224A.Restrictions on disclosure

1224B.Offence of disclosure in contravention of section 1224A

Enforcement

1225.Enforcement: general

1225A.Directions: general

1225B.Directions: supplementary

1225C.Compliance orders

1225D.Financial penalties: general

1225E.Financial penalties: supplementary

1225F.Appeals against financial penalties

1225G.Recovery of financial penalties

Chapter 3 Auditors General
Eligibility for appointment

1226.Auditors General: eligibility for appointment as a statutory auditor

Conduct of audits

1227.Individuals responsible for audit work on behalf of Auditors General

The Independent Supervisor

1228.Appointment of the Independent Supervisor

Supervision of Auditors General

1229.Supervision of Auditors General by the Independent Supervisor

1230.Duties of Auditors General in relation to supervision arrangements

Reporting requirement

1231.Reports by the Independent Supervisor

Information

1232.Matters to be notified to the Independent Supervisor

1233.The Independent Supervisor’s power to call for information

Enforcement

1234.Suspension notices

1235.Effect of suspension notices

1236.Compliance orders

Proceedings

1237.Proceedings involving the Independent Supervisor

Grants

1238.Grants to the Independent Supervisor

Chapter 4 The register of auditors etc
1239.The register of auditors

1240.Information to be made available to public

Chapter 5 Registered third country auditors
Introductory

1241.Meaning of “registered third country auditor” and “UK-traded non-EEA company”

Duties

1242.Duties of registered third country auditors

Information

1243.Matters to be notified to the Secretary of State

1244.The Secretary of State’s power to call for information

Enforcement

1245.Compliance orders

1246.Removal of third country auditors from the register of auditors

1247.Grants to bodies concerned with arrangements under Schedule 12

Chapter 6 Supplementary and general
Power to require second company audit

1248.Secretary of State’s power to require second audit of a company

1249.Supplementary provision about second audits

False and misleading statements

1250.Misleading, false and deceptive statements

Fees

1251.Fees

Duty of Secretary of State to report on inspections

1251A.Duty of the Secretary of State to report on inspections

Delegation of Secretary of State’s functions

1252.Delegation of the Secretary of State’s functions

1253.Delegation of functions to an existing body

Cooperation with foreign competent authorities

1253A.Requests to foreign competent authorities

1253B. Requests from EEA competent authorities

1253C. Notification to competent authorities of other EEA States

Transfer of papers to third countries

1253D.Restriction on transfer of audit working papers to third countries

1253DA.Transfer by Secretary of State

1253DB.Transfer by statutory auditor with approval of Secretary of State

1253DC.Transfer by statutory auditor for purposes of investigation of auditor

1253DD. Agreement of EEA competent authority

1253DE.Transfer by means of inspection

1253E.Working arrangements for transfer of papers

1253F.Publication of working arrangements

International obligations

1254.Directions to comply with international obligations

General provision relating to offences

1255.Offences by bodies corporate, partnerships and unincorporated associations

1256.Time limits for prosecution of offences

1257.Jurisdiction and procedure in respect of offences

Notices etc

1258.Service of notices

1259.Documents in electronic form

Interpretation

1260.Meaning of “associate”

1261.Minor definitions

1262.Index of defined expressions

Miscellaneous and general

1263.Power to make provision in consequence of changes affecting accountancy bodies

1264.Consequential amendments

Part 43 Transparency obligations and related matters

Introductory

1265.The transparency obligations directive

Transparency obligations

1266.Transparency rules

1267.Competent authority’s power to call for information

1268.Powers exercisable in case of infringement of transparency obligation

Other matters

1269.Corporate governance rules

1270.Liability for false or misleading statements in certain publications

1271.Exercise of powers where UK is host member State

1272.Transparency obligations and related matters: minor and consequential amendments

1273.Corporate governance regulations

Part 44 Miscellaneous provisions

Regulation of actuaries etc

1274.Grants to bodies concerned with actuarial standards etc

1275.Levy to pay expenses of bodies concerned with actuarial standards etc

1276.Application of provisions to Scotland and Northern Ireland

Information as to exercise of voting rights by institutional investors

1277.Power to require information about exercise of voting rights

1278.Institutions to which information provisions apply

1279.Shares to which information provisions apply

1280.Obligations with respect to provision of information

Disclosure of information under the Enterprise Act 2002

1281.Disclosure of information under the Enterprise Act 2002

Expenses of winding up

1282.Payment of expenses of winding up

Commonhold associations

1283.Amendment of memorandum or articles of commonhold association

Part 45 Northern Ireland

1284.Extension of Companies Acts to Northern Ireland

1285.Extension of GB enactments relating to SEs

1286.Extension of GB enactments relating to certain other forms of business organisation

1287.Extension of enactments relating to business names

Part 46 General supplementary provisions

Regulations and orders

1288.Regulations and orders: statutory instrument

1289.Regulations and orders: negative resolution procedure

1290.Regulations and orders: affirmative resolution procedure

1291.Regulations and orders: approval after being made

1292.Regulations and orders: supplementary

“Bank of England”

1292A.“Bank of England”

Meaning of “enactment”

1293.Meaning of “enactment”

Consequential and transitional provisions

1294.Power to make consequential amendments etc

1295.Repeals

1296.Power to make transitional provision and savings

1297.Continuity of the law

Part 47 Final provisions

1298.Short title

1299.Extent

1300.Commencement

---

SCHEDULES

SCHEDULE 1Connected persons: references to an interest in shares or debentures
SCHEDULE 1AReferences to people with significant control over a company
SCHEDULE 1BEnforcement of disclosure requirements
SCHEDULE 2Specified persons, descriptions of disclosures etc for the purposes of section 948
SCHEDULE 3Amendments of remaining provisions of the Companies Act 1985 relating to offences
SCHEDULE 4Documents and information sent or supplied to a company
SCHEDULE 5Communications by a company
SCHEDULE 6Meaning of “subsidiary” etc: supplementary provisions
SCHEDULE 7Parent and subsidiary undertakings: supplementary provisions
SCHEDULE 8Index of defined expressions
SCHEDULE 9Removal of special provisions about accounts and audit of charitable companies
SCHEDULE 10Recognised supervisory bodies
SCHEDULE 11Recognised professional qualifications
SCHEDULE 11ASpecified persons, descriptions, disclosures etc for the purposes of section 1224A
SCHEDULE 12Arrangements in which registered third country auditors are required to participate
SCHEDULE 13Supplementary provisions with respect to delegation order
SCHEDULE 14Statutory auditors: consequential amendments
SCHEDULE 15Transparency obligations and related matters: minor and consequential amendments
SCHEDULE 16 Repeals