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
• 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

• 17 A company's constitution

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
• 29 Resolutions and agreements affecting a company's constitution
• 30 Copies of resolutions or agreements to be forwarded to registrar

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

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

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

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
• 75 Provision of misleading information etc
• 76 Misleading indication of activities
• 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
• 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

• 112 The members of a company

General

• 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
• 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

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

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

• 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

Removal

• 168 Resolution to remove director
• 169 Director's right to protest against removal

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
• 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

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
• 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
• 231 Contract with sole member who is also a director

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
• 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

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

• 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
• 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
• 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
• 280 Acts done by person in dual capacity

Part 13 Resolutions and Meetings

• 281 Resolutions
• 282 Ordinary resolutions
• 283 Special resolutions
• 284 Votes: general rules
• 285 Votes: specific requirements
• 286 Votes of joint holders of shares
• 287 Saving for provisions of articles as to determination of entitlement to vote

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

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
• 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
• 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
• 320 Declaration by chairman on a show of hands
• 321 Right to demand a poll
• 322 Voting on a poll
• 323 Representation of corporations at meetings

Proxies

• 324 Rights to appoint proxies
• 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

Application to class meetings

• 334 Application to class meetings
• 335 Application to class meetings: companies without a share capital
• 336 Public companies: annual general meeting
• 337 Public companies: notice of AGM
• 338 Public companies: members' power to require circulation of resolutions for AGMs
• 339 Public companies: company's duty to circulate members' resolutions for AGMs
• 340 Public companies: expenses of circulating members' resolutions for AGM

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
• 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
• 360 Computation of periods of notice etc: clear day rule
• 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

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

Quoted and unquoted companies

• 385 Quoted and unquoted companies
• 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
• 390 A company's financial year
• 391 Accounting reference periods and accounting reference date
• 392 Alteration of accounting reference date

General

• 393 Accounts to give true and fair view

Individual accounts

• 394 Duty to prepare individual accounts
• 395 Individual accounts: applicable accounting framework
• 396 Companies Act individual accounts
• 397 IAS individual accounts

Group accounts: small companies

• 398 Option to prepare group accounts

Group accounts: other companies

• 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
• 406 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
• 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

Directors' report

• 415 Duty to prepare directors' report
• 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
• 420 Duty to prepare directors' remuneration report
• 421 Contents of directors' remuneration report
• 422 Approval and signing of directors' remuneration report

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 summary financial statement

• 426 Option to provide summary financial statement
• 427 Form and contents of summary financial statement: unquoted companies
• 428 Form and contents of summary financial statement: quoted companies
• 429 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
• 437 Public companies: laying of accounts and reports before general meeting
• 438 Public companies: offence of failure to lay accounts and reports
• 439 Quoted companies: members' approval of directors' remuneration report
• 440 Quoted companies: offences in connection with procedure for approval

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 regime
• 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

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

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

Liability for false or misleading statements in reports

• 463 Liability for false or misleading statements in reports

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
• 473 Parliamentary procedure for certain regulations under this Part
• 474 Minor definitions

Part 16 Audit

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: 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

Private companies

• 485 Appointment of auditors of private company: general
• 486 Appointment of auditors of private company: default power of Secretary of State
• 487 Term of office of auditors of private company
• 488 Prevention by members of deemed re-appointment of auditor

Public companies

• 489 Appointment of auditors of public company: general
• 490 Appointment of auditors of public company: default power of Secretary of State
• 491 Term of office of auditors of public company

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

Auditor's report

• 495 Auditor's report on company's annual accounts
• 496 Auditor's report on directors' report
• 497 Auditor's report on auditable part of directors' remuneration report

Duties and rights of auditors

• 498 Duties of auditor
• 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

Removal of auditor

• 510 Resolution removing auditor from office
• 511 Special notice required for resolution removing 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 deposited with company
• 520 Company's duties in relation to statement
• 521 Copy of statement to be sent to registrar
• 522 Duty of auditor to notify appropriate audit authority
• 523 Duty of company to notify appropriate audit authority
• 524 Information to be given to accounting authorities
• 525 Meaning of “appropriate audit authority” and “major audit”

Supplementary

• 526 Effect of casual vacancies
• 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”

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
• 539 Minor definitions

Part 17 A Company's Share Capital

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

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

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 Exception to pre-emption right: securities held under employees' share scheme

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

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

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
• 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

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

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

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

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
• 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

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

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
• 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

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

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

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

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 When payment out of capital to be made
• 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
• 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

• 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
• 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

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 Issue and effect of share warrant to bearer
• 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

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 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

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

• 832 Distributions by investment companies out of accumulated revenue profits
• 833 Meaning of “investment company”
• 834 Investment company: condition as to holdings in other companies
• 835 Power to extend provisions relating to investment companies

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

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
• 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 A Company's Annual Return

• 854 Duty to deliver annual returns
• 855 Contents of annual return: general
• 856 Contents of annual return: information about share capital and shareholders
• 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

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

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
• 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

• 902 Application of this Part
• 903 Relationship of this Part to Part 26

Introductory

• 904 Mergers and merging companies

Requirements applicable to merger

• 905 Draft terms of scheme (merger)
• 906 Publication of draft terms (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)
• 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)
• 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)

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

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

Interpretation

• 941 Meaning of “liabilities” and “property”

Part 28 Takeovers etc

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

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

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
• 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

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 letter 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”

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

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

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

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

• 1040 Companies authorised to register under this Act
• 1041 Definition of “joint stock company”
• 1042 Power to make provision by regulations
• 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

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 branches 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

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

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
• 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
• 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
• 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

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

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
• 1207 Application of general provisions about offences
• 1208 Interpretation

Part 42 Statutory Auditors

• 1209 Main purposes of Part
• 1210 Meaning of “statutory auditor” etc
• 1211 Eligibility for appointment as a statutory auditor: overview

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 overseas qualifications
• 1222 Eligibility of individuals retaining only 1967 Act authorisation

Information

• 1223 Matters to be notified to the Secretary of State
• 1224 The Secretary of State's power to call for information

Enforcement

• 1225 Compliance orders

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
• 1239 The register of auditors
• 1240 Information to be made available to public

Introductory

• 1241 Meaning of “third country auditor”, “registered third country auditor” etc

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

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

Delegation of Secretary of State's functions

• 1252 Delegation of the Secretary of State's functions
• 1253 Delegation of functions to an existing body

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

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
• SCHEDULE 1 Connected Persons: References to an Interest in Shares or Debentures

SCHEDULE 2 Specified Persons, Descriptions of Disclosures etc for the Purposes of Section 948

• Part 1 Specified Persons
• Part 2 Specified Descriptions of Disclosures
• Part 3 Overseas Regulatory Bodies
• SCHEDULE 3 Amendments of Remaining Provisions of the Companies Act 1985 Relating to Offences

SCHEDULE 4 Documents and Information Sent or Supplied to a Company

• Part 1 Introduction
• Part 2 Communications in Hard Copy Form
• Part 3 Communications in Electronic Form
• Part 4 Other Agreed Forms of Communication

SCHEDULE 5 Communications by a Company

• Part 1 Introduction
• Part 2 Communications in Hard Copy Form
• Part 3 Communications in Electronic Form
• Part 4 Communications by Means of a Website
• Part 5 Other Agreed Forms of Communication
• Part 6 Supplementary Provisions
• SCHEDULE 6 Meaning of “Subsidiary” etc: Supplementary Provisions
• SCHEDULE 7 Parent and Subsidiary Undertakings: Supplementary Provisions
• SCHEDULE 8 Index of Defined Expressions

SCHEDULE 9 Removal of Special Provisions About Accounts and Audit of Charitable Companies

• Part 1 The Companies Act 1985 (c 6)
• Part 2 The Companies (Northern Ireland) Order 1986 (SI 1986/1032 (NI 6)

SCHEDULE 10 Recognised Supervisory Bodies

• Part 1 Grant and Revocation of Recognition of a Supervisory Body
• Part 2 Requirements for Recognition of a Supervisory Body
• Part 3 Arrangements in which Recognised Supervisory Bodies are Required to Participate

SCHEDULE 11 Recognised Professional Qualifications

• Part 1 Grant and Revocation of Recognition of a Professional Qualification
• Part 2 Requirements for Recognition of a Professional Qualification
• SCHEDULE 12 Arrangements in which Registered Third Country Auditors are Required to Participate
• SCHEDULE 13 Supplementary Provisions with Respect to Delegation Order
• SCHEDULE 14 Statutory Auditors: Consequential Amendments

SCHEDULE 15 Transparency Obligations and Related Matters: Minor and Consequential Amendments

• Part 1 Amendments of the Financial Services and Markets Act 2000
• Part 2 Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004
• SCHEDULE 16 Repeals