PART IAmendments of Law with respect to Companies generally

Meaning of " the principal Act " for Purposes of Part I

1Meaning of " the principal Act " for purposes of Part I.

In this Part of this Act, " the principal Act " means the [1948 c. 38.] Companies Act 1948.

Abolition of Status of " Exempt Private Company "

2Abolition of status of " exempt private company ".

The following provisions of the principal Act shall cease to have effect to the following extent, that is to say:—

• section 129 (exemption, in case of exempt private companies as therein denned, from compliance with the requirement of section 127 as to documents to be annexed to annual return), as to the whole thereof;

• section 161(1), so far as it exempts, from compliance with the requirements laid down thereby as to the qualifications to be possessed by a person for appointment as auditor of a company, a private company which at the time of the auditor's appointment is an exempt private company;

• section 161(2), so far as it excepts, from the disqualification imposed by paragraph (b) thereof on a person who is a partner of, or in the employment of, an officer or servant of a company for appointment as auditor of the company, such a private company as aforesaid ;

• section 190(1), so far as it excludes anything done by a company which is for the time being an exempt private company from the prohibition imposed thereby of a company's making a loan to any person who is its director or a director of its holding company or entering into any guarantee or providing any security in connection with a loan made to such a person as aforesaid by any other person ;

• section 410(1), so far as it exempts, from compliance with the requirement imposed thereby on an oversea company to deliver annually copies of accounts to the registrar of companies, a company registered under the law relating to companies for the time being in force in Northern Ireland and having provisions in its constitution which would, if it had been registered in Great Britain, entitle it to rank as a private company, provided that there is delivered to the registrar of companies a certificate signed by a director and by the secretary of the company that, had section 129 of, and Schedule 7 to, the principal Act extended to Northern Ireland, it would at the date of the certificate have been an exempt private company.

Accounts

3Statement in holding company's accounts of identities and places of incorporation of subsidiaries, and particulars of shareholdings therein.

(1)Subject to the provisions of this section, where, at the end of its financial year, a company has subsidiaries, there shall, in the case of each subsidiary, be stated in, or in a note on, or statement annexed to, the company's accounts laid before it in general meeting—

(a)the subsidiary's name;

(b)if it be incorporated in Great Britain and if it be registered in England and the company be registered in Scotland (or vice versa), the country in which it is registered, and if it be incorporated outside Great Britain, the country in which it is incorporated; and

(c)in relation to shares of each class of the subsidiary held by the company, the identity of the class and the proportion of the nominal value of the issued shares of that class represented by the shares held.

(2)For the purposes of the foregoing subsection, shares of a body corporate shall be treated as being held, or as not being held, by another such body if they would, by virtue of section 154(3) of the principal Act, be treated as being held or, as the case may be, as not being held by that other body for the purpose of determining whether the first-mentioned body is its subsidiary; and the particulars required by the foregoing subsection shall include, with reference to the proportion of the nominal value of the issued shares of a class represented by shares held by a company, a statement of the extent (if any) to which it consists in shares held by, or by a nominee for, a subsidiary of the company and the extent (if any) to which it consists in shares held by, or by a nominee for, the company itself.

(3)Subsection (1) of this section shall not require the disclosure of information with respect to a body corporate which is the subsidiary of another and is incorporated outside the United Kingdom or, being incorporated in the United Kingdom, carries on business outside the United Kingdom if the disclosure would, in the opinion of the directors of that other, be harmful to the business of that other or of any of its subsidiaries and the Board of Trade agree that the information need not be disclosed.

(4)If, in the opinion of the directors of a company having, at the end of its financial year, subsidiaries, the number of them is such that compliance with subsection (1) of this section would result in particulars of excessive length being given, compliance with that subsection shall not be requisite except in the case of the subsidiaries carrying on the businesses the results of the carrying on of which, in the opinion of the directors, principally affected the amount of the profit or loss of the company and its subsidiaries or the amount of the assets of the company and its subsidiaries.

(5)Where, in the case of a company, advantage is taken of the last foregoing subsection.—

(a)there must be included in the statement required by this section the information that it deals only with the subsidiaries carrying on such businesses as are referred to in that subsection ; and

(b)the particulars given in compliance with subsection (1) of this section, together with those which, but for the fact that advantage is so taken, would have to be so given, shall be annexed to the annual return first made by the company after its accounts have been laid before it in general meeting.

(6)If a company fails to satisfy an obligation imposed on it by the last foregoing subsection to annex particulars to a return, the company and every officer of the company who is in default shall be liable to a default fine.

4Statement in company's accounts of identities and places of incorporation of companies not subsidiaries whose shares it holds, and particulars of those shares.

(1)Subject to the provisions of this section, if, at the end of its financial year, a company holds shares of any class comprised in the equity share capital of another body corporate (not being its subsidiary) exceeding in nominal value one tenth of the nominal value of the issued shares of that class, there shall be stated in, or in a note on, or statement annexed to, the accounts of the company laid before it in general meeting—

(a)the name of that other body corporate and—

(i)if it be incorporated in Great Britain and if it be registered in England and the company be registered in Scotland (or vice versa), the country in which it is registered ; and

(ii)if it be incorporated outside Great Britain, the country in which it is incorporated ;

(b)the identity of the class and the proportion of the nominal value of the issued shares of that class represented by the shares held ; and

(c)if the company also holds shares in that other body corporate of another class (whether or not comprised in its equity share Capital), or of other classes (whether or not so comprised), the like particulars as respects that other class or, as the case may be, each of those other classes.

(2)If, at the end of its financial year, a company holds shares in another body corporate (not being its subsidiary) and the amount of all the shares therein which it holds (as stated or included in its accounts laid before it in general meeting) exceeds one tenth of the amount of its assets (as so stated), there shall be stated in, or in a note on, or statement annexed to, those accounts—

(a)the name of that other body corporate and—

(i)if it be incorporated in Great Britain and if it be registered in England and the company be registered in Scotland (or vice versa), the country in which it is registered ; and

(ii)if it be incorporated outside Great Britain, the country in which it is incorporated; and

(b)in relation to shares in that other body corporate of each class held, the identity of the class and the proportion of the nominal value of the issued shares of that class represented by the shares held.

(3)Neither of the foregoing subsections shall require the disclosure by a company of information with respect to another body corporate if that other body is incorporated outside the United Kingdom or, being incorporated in the United Kingdom, carries on business outside the United Kingdom if the disclosure would, in the opinion of the directors of the company, be harmful to the business of the company or of that other body and the Board of Trade agree that the information need not be disclosed.

(4)If, at the end of its financial year a company falls within subsection (1) of this section in relation to more bodies corporate than one, and the number of them is such that, in the opinion of the directors, compliance with that subsection would result in particulars of excessive length being given, compliance with that subsection shall not be requisite except in the case of the bodies carrying on the businesses the results of the carrying on of which, in the opinion of the directors, principally affected the amount of the profit or loss of the company or the amount of its assets.

(5)Where, in the case of a company, advantage is taken of the last foregoing subsection.—

(a)there must be included in the statement dealing with the bodies last mentioned in that subsection the information that it deals only with them; and

(b)the particulars given in compliance with subsection (1) of this section, together with those which, but for the fact that advantage is so taken, would have to be so given, shall be annexed to the annual return first made by the company after its accounts have been laid before it in general meeting.

(6)If a company fails to satisfy an obligation imposed on it by the last foregoing subsection to annex particulars to a return, the company and every officer of the company who is in default shall be liable to a default fine.

(7)For the purposes of this section, shares of a body corporate shall be treated as being held, or as not being held, by another such body if they would, by virtue of section 154(3) of the principal Act (but on the assumption that paragraph (b) (ii) had been omitted therefrom), be treated as being held or, as the case may be, as not being held by that other body for the purpose of determining whether the first-mentioned body is its subsidiary.

(8)In this section " equity share capital " has the meaning assigned to it by section 154(5) of the principal Act.

5Statement in subsidiary company's accounts of name and place of incorporation of its ultimate holding company.

(1)Subject to the following subsection, where, at the end of its financial year, a company is the subsidiary of another body corporate, there shall be stated in, or in a note on, or statement annexed to, the company's accounts laid before it in general meeting the name of the body corporate regarded by the directors as being the company's ultimate holding company and, if known to them, the country in which it is incorporated.

(2)The foregoing subsection shall not require the disclosure by a company which carries on business outside the United Kingdom of information with respect to the body corporate regarded by the directors as being its ultimate holding company if the disclosure would, in their opinion, be harmful to the business of that holding company or of the first-mentioned company or any other of that holding company's subsidiaries and the Board of Trade agree that the information need not be disclosed.

6Particulars in accounts of directors' emoluments.

(1)In any accounts of a company laid before it in general meeting, or in a statement annexed thereto, there shall, so far as the information is contained in the company's books and papers or the company has the right to obtain it from the persons concerned.—

(a)if one person has been chairman throughout the financial year, be shown his emoluments (unless his duties as chairman were wholly or mainly discharged outside the United Kingdom), and if not, be shown with respect to each person who has been chairman during the year, his emoluments so far as attributable to the period during which he was chairman (unless his duties as chairman were wholly or mainly so discharged);

(b)with respect to all the directors (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), be shown the number (if any) who had no emoluments or whose several emoluments amounted to not more than £2,500 and, by reference to each pair of adjacent points on a scale whereon the lowest point is £2,500 and the succeeding ones are successive integral multiples of £2,500, the number (if any) whose several emoluments exceeded the lower point but did not exceed the higher.

(2)If, of the directors of a company (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), the emoluments of one only (so far as ascertainable from information contained in the company's books and papers or obtainable by right by the company from him) exceed the relevant amount, his emoluments (so far as so ascertainable) shall also be shown in the said accounts or in a statement annexed thereto ; and if, of the directors of a company (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), the emoluments (so far as so ascertainable) of each of two or more exceed the relevant amount, the emoluments (so far as so ascertainable) of him (or them, in the case of equality) who had the greater or, as the case may be, the greatest shall also be shown in the said accounts or in a statement annexed thereto.

(3)For the purposes of this section there shall be brought into account as emoluments of any person all such amounts (other than contributions paid in respect of him under any pension scheme) as in his case are, by virtue of section 196 of the principal Act (disclosure of aggregates of directors' salaries, pensions, &c), required to be included in the amount shown under subsection (1)(a) of that section.

(4)If, in the case of any accounts, the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in their report thereon, so far as they are reasonably able to do so, a statement giving the required particulars.

(5)In section 198 of the principal Act (general duty to make disclosure for the purposes of sections 195 to 197), the reference in subsection (1) to sections 195 and 196 of that Act and the reference in subsection (3) to the said section 196 shall each be construed as including a reference to this section.

(6)A company which is neither a holding company nor a subsidiary of another body corporate shall not be subject to the requirements of this section as respects a financial year in the case of which the amount shown in its accounts under section 196(1)(a) of the principal Act does not exceed £7,500.

(7)In this section—

(a)" chairman ", in relation to a company, means the person elected by the directors of the company to be chairman of their meetings and includes a person who, though not so elected, holds any office (however designated) which, in accordance with the constitution of the company, carries with it functions substantially similar to those discharged by a person so elected; and

(b)" the relevant amount "—

(i)if one person has been chairman throughout the year, means the amount of his emoluments;

(ii)if not, means an amount equal to the aggregate of the emoluments, so far as attributable to the period during which he was chairman, of each person who has been chairman during the year.

7Particulars in accounts of directors' emoluments the rights to receive which have been waived.

(1)In any accounts of a company laid before it in general meeting, or in a statement annexed thereto, there shall be shown, so far as the information is contained in the company's books and papers or the company has the right to obtain it from the persons concerned.—

(a)the number of directors who have waived rights to receive emoluments which, but for the waiver, would have fallen to be included in the amount shown in those accounts under section 196(1)(a) of the principal Act;

(b)the aggregate amount of the said emoluments.

(2)For the purposes of this section—

(a)it shall be assumed that a sum not receivable in respect of a period would have been paid at the time at which it was due to be paid;

(b)a sum not so receivable that was payable only on demand, being a sum the right to receive which has been waived, shall be deemed to have been due for payment at the time of the waiver.

(3)Subsections (4), (5) and (6) of the last foregoing section shall, with the substitution, for references to that section, of references to this section, apply for the purposes of this section as they apply for the purposes of that section.

8Particulars in accounts of salaries of employees receiving more than £10,000 a year.

(1)In any accounts of a company laid before it in general meeting, or in a statement annexed thereto, there shall be shown by reference to each pair of adjacent points on a scale whereon the lowest point is £10,000 and the succeeding ones are successive integral multiples of £2,500 beginning with that in the case of which the multiplier is five, the number (if any) of persons in the company's employment whose several emoluments exceeded the lower point but did not exceed the higher, other than.—

(a)directors of the company ; and

(b)persons, other than directors of the company, being persons who.—

(i)if employed by the company throughout the financial year to which the accounts relate, worked wholly or mainly during that year outside the United Kingdom; or

(ii)if employed by the company for part only of that year, worked wholly or mainly during that part outside the United Kingdom.

(2)For the purposes of this section, a person's emoluments shall include any paid to or receivable by him from the company, the company's subsidiaries and any other person in respect of his services as a person in the employment of the company or a subsidiary thereof or as a director of a subsidiary thereof (except sums to be accounted for to the company or any of its subsidiaries) and " emoluments ", in relation to a person, includes fees and percentages, any sums paid by way of expenses allowance in so far as those sums are charged to United Kingdom income tax, and the estimated money value of any other benefits received by him otherwise than in cash.

(3)The amounts to be brought into account for the purpose of complying with subsection (1) above as respects a financial year shall be the sums receivable in respect of that year, whenever paid, or, in the case of sums not receivable in respect of a period, the sums paid during that year, so, however, that where—

(a)any sums are not brought into account for the relevant financial year on the ground that the person receiving them is liable to account therefor as mentioned in the last foregoing subsection, but the liability is wholly or partly released or is not enforced within a period of two years; or

(b)any sums paid to a person by way of expenses allowance are charged to United Kingdom income tax after the end of the relevant financial year ;

those sums shall, to the extent to which the liability is released or not enforced or they are charged as aforesaid, as the case may be, be brought into account for the purpose of complying with subsection (1) above on the first occasion on which it is practicable to do so.

(4)If, in the case of any accounts, the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in their report thereon, so far as they are reasonably able to do so, a statement giving the required particulars.

(5)References in subsection (2) above to a company's subsidiary—

(a)in relation to a person who is or was, while employed by the company a director, by virtue of the company's nomination, direct or indirect, of any other body corporate, shall, subject to the following paragraph, include that body corporate, whether or not it is or was in fact the company's subsidiary; and

(b)shall be taken as referring to a subsidiary at the time the services were rendered.

9Miscellaneous amendments as to contents of accounts.

Schedule 8 to the principal Act shall be amended in accordance with the provisions of Schedule 1 to this Act and shall, accordingly, have effect as set out in Schedule 2 to this Act.

10Limitation of operation of new requirements as to accounts.

(1)None of the following provisions of this Act, namely, sections 3 to 9 and Schedule 1, shall apply to a balance sheet, profit and loss account or group accounts of a company laid before it in general meeting in respect of a financial year ending before that provision comes into operation.

(2)In relation to the first balance sheet of a company laid before it in general meeting in respect of a financial year ending after the coming into operation of section 9 of, and Schedule 1 to, this Act, paragraph 11(11) of Schedule 8 to the principal Act shall not have effect so as to require there to be shown corresponding amounts at the end of the immediately preceding financial year of items which, but for this Act, would not have had to be shown in the balance sheet.

(3)In relation to the first profit and loss account of a company laid before it in general meeting in respect of a financial year ending after the coming into operation of section 9 of, and Schedule 1 to, this Act, paragraph 14(5) of the said Schedule 8 shall not have effect so as to require there to be shown corresponding amounts for the immediately preceding financial year of items which, but for this Act, would not have had to be shown in the profit and loss account.

(4)A company which, immediately before section 9 of, and Schedule 1 to, this Act come into operation is entitled to the benefit of paragraph 25 of the said Schedule 8 shall, notwithstanding that, by reason of the amendment by this Act of that paragraph, it ceases to be one to which that paragraph applies, be entitled to the benefit of that paragraph as respects any balance sheet and profit and loss account laid before it in general meeting in respect of a financial year ending before the said section 9 and Schedule 1 come into operation.

(5)In this section, " item " does not include one required to be shown by section 6, 7 or 8 of this Act.

11Statements annexed to accounts showing certain items to include corresponding amounts for preceding financial year.

(1)Where an item required by section 196 of the principal Act or section 6, 7 or 8 of this Act to be shown in a company's accounts or in a statement annexed is, in the case of a financial year, shown in such a statement, the corresponding amount for the immediately preceding financial year shall be included in that statement.

(2)If any person being a director of a company fails to take all reasonable steps to secure compliance with the provisions of the foregoing subsection, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding £200:

Provided that—

(a)in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that the provisions of that subsection were complied with and was in a position to discharge that duty; and

(b)a person shall not be sentenced to imprisonment for any such offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.

12Power of Board of Trade to revoke, in part or in whole, exception from Schedule 8 to the principal Act for banking and discount companies.

(1)The power of the Board of Trade under section 454(1) of the principal Act by regulations made by statutory instrument to alter or add to the requirements of that Act as to the matters to be stated in a company's balance sheet, profit and loss account and group accounts, and in particular those of Schedule 8 to that Act, shall include power, by regulations so made—

(a)so to amend paragraph 23 of that Schedule (exception of banking and discount companies from certain provisions of Part I thereof) as to render a banking or discount company subject to a requirement of that Part to which, apart from the regulations, it would not be subject;

(b)to repeal that paragraph.

(2)Regulations may be made by virtue of the foregoing subsection with respect to banking and discount companies generally or to any class of such companies; and—

(a)a definition of a class of companies for the purposes of regulations so made may be framed by reference to any circumstances whatsoever ; and

(b)if a question arises whether a company does or does not fall within a class specified in regulations so made, it shall be decided by the Board of . Trade whose decision shall be final.

(3)For the purposes of subsection (3) of the said section 454 (which precludes the making, under subsection (1) thereof, of regulations rendering more onerous the requirements aforesaid unless a draft of the instrument containing the regulations has been laid before Parliament and approved by resolution of each House of Parliament), regulations made by virtue of subsection (1) above shall be deemed to render the said requirements more onerous.

Audit

13Qualification for appointment as auditor.

(1)Notwithstanding subsection (1) of section 161 of the principal Act (disqualifications for appointment as auditor) but subject to subsections (2) to (4) thereof, a person shall be qualified for appointment as auditor of a company in the case of which, at the time of his appointment, the following condition is satisfied, namely, that no shares or debentures of the company, or of a body corporate of which it is the subsidiary, have been quoted on a stock exchange (whether in Great Britain or elsewhere) or offered (whether in Great Britain or elsewhere) to the public for subscription or purchase, if he is for the time being authorised by the Board of Trade to be appointed auditor of a company in whose case at that time that condition is satisfied as having throughout the period of twelve months ending 3rd November 1966 been wholly or mainly occupied in practising as an accountant (otherwise than as the employee of another person) and on that day been the duly appointed auditor of a company that was then an exempt private company within the meaning of the principal Act.

(2)Notwithstanding the repeal of the proviso to section 161(1) of the principal Act, a person who, at the time when the repeal takes effect, is auditor of an exempt private company within the meaning of the principal Act shall, subject to subsections (2) to (4) of that section, be qualified for appointment as auditor of that company until the expiration of the period of twelve months beginning with the day on which the repeal takes effect, provided that the condition mentioned in the foregoing subsection with respect to shares and debentures is satisfied at the time of his appointment.

(3)A person shall not, by virtue of subsection (2)(b) or (3) of section 161 of the principal Act, be disqualified for appointment as auditor of a company at any time during the period of three years beginning with the day on which this subsection comes into operation if, on that day, he is a duly appointed auditor thereof, the condition mentioned in subsection (1) above with respect to shares and debentures is satisfied at the time of his appointment and, if this Act had not passed, the said subsection (3) would not operate to disqualify him for appointment.

(4)A person shall not be authorised under section 161(1)(b) of the principal Act by the Board of Trade to be appointed as auditor of a company as having before the 6th August 1947 practised in Great Britain as an accountant unless he has made an application in that behalf to the Board of Trade before the date on which this subsection comes into operation.

(5)In section 55(1) of the principal Act (construction of references to offering shares or debentures to the public), the first reference to that Act shall be construed as including a reference to subsection (1) of this section.

(6)In subsections (1) to (3) of this section, " company " does not include a company that carries on business as the promoter of a trading stamp scheme within the meaning of the [1964 c. 71.] Trading Stamps Act 1964.

14Auditors' report and right of access to books and to attend and be heard at meetings.

(1)The auditors of a company shall make a report to the members on the accounts examined by them, and on every balance sheet, every profit and loss account and all group accounts laid before the company in general meeting during their tenure of office.

(2)The auditors' report shall be read before the company in general meeting and shall be open to inspection by any member.

(3)The report shall—

(a)except in the case of a company that is entitled to avail itself, and has availed itself, of the benefit of any of the provisions of Part III of Schedule 8 to the principal Act, state whether in the auditors' opinion the company's balance sheet and profit and loss account and (if it is a holding company submitting group accounts) the group accounts have been properly prepared in accordance with the provisions of the principal Act and this Act and whether in their opinion a true and fair view is given—

(i)in the case of the balance sheet, of the state of the company's affairs as at the end of its financial year;

(ii)in the case of the profit and loss account (if it be not framed as a consolidated profit and loss account), of the company's profit or loss for its financial year;

(iii)in the case of group accounts submitted by a holding company, of the state of affairs and profit or loss of the company and its subsidiaries dealt with thereby, so far as concerns members of the company ;

(b)in the said excepted case, state whether in the auditors' opinion the company's balance sheet and profit and loss account and (if it is a holding company submitting group accounts) the group accounts have been properly prepared in accordance with the provisions of the principal Act and this Act.

(4)It shall be the duty of the auditors of a company, in preparing their report under this section, to carry out such investigations as will enable them to form an opinion as to the following matters, that is to say.—

(a)whether proper books of account have been kept by the company and proper returns adequate for their audit have been received from branches not visited by them; and

(b)whether the company's balance sheet and (unless it is framed as a consolidated profit and loss account) profit and loss account are in agreement with the books of account and returns;

and if the auditors are of opinion that proper books of account have not been kept by the company or that proper returns adequate for their audit have not been received from branches not visited by them, or if the balance sheet and (unless it is framed as a consolidated profit and loss account) profit and loss account are not in agreement with the books of account and returns, the auditors shall state that fact in their report.

(5)Every auditor of a company shall have a right of access at all times to the books and accounts and vouchers of the company, and shall be entitled to require from the officers of the company such information and explanation as he thinks necessary for the performance of the duties of the auditors.

(6)If the auditors fail to obtain all the information and explanations which, to the best of their knowledge and belief, are necessary for the purposes of their audit, they shall state that fact in their report.

(7)The auditors of a company shall be entitled to attend any general meeting of the company and to receive all notices of, and other communications relating to, any general meeting which any member of the company is entitled to receive, and to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as auditors.

(8)The foregoing provisions of this section shall have effect in place of section 162 of, and Schedule 9 to, the principal Act, and, accordingly.—

(a)that section and that Schedule shall cease to have effect;

(b)section 438 of the principal Act shall have effect as if the provisions of subsections (1) and (5) of this section were provisions of that Act specified in Schedule 15 thereto;

(c)in regulation 130 of Table A and article 65 of Table C in Schedule 1 to the principal Act, for references to sections 159 to 162 of that Act there shall be substituted references to sections 159 to 161 of that Act and this section; and

(d)in paragraph 24(2) of Schedule 2 to the [1963 c. 2.] Betting, Gaming and Lotteries Act 1963 (which applies the said Schedule 9 to auditors' reports on accounts of certain pool promoters), for the reference to the said Schedule 9 mere shall be substituted a reference to subsections (3), (4) and (6) of this section.

Directors' Report

15Meaning of " the directors' report " for purposes of sections 16 to 24.

In the nine next following sections, " the directors' report " means the report by the directors of a company which, by section 157(1) of the principal Act, is required to be attached to every balance sheet of the company laid before it in general meeting.

16Additional matters of general nature to be dealt with in directors' report.

(1)The directors' report shall state the names of the persons who, at any time during the financial year, were directors of the company and the principal activities of the company and of its subsidiaries in the course of that year and any significant change in those activities in that year, and shall also—

(a)if significant changes in the fixed assets of the company or of any of its subsidiaries have occurred in that year, contain particulars of the changes, and, if, in the case of such of those assets as consist in interests in land, the market value thereof (as at the end of that year) differs substantially from the amount at which they are included in the balance sheet and the difference is, in the opinion of the directors, of such significance as to require that the attention of members of the company or of holders of debentures thereof should be drawn thereto, indicate the difference with such degree of precision as is practicable;

(b)if, in that year, the company has issued any shares, state the reason for making the issue, the classes of shares issued and, as respects each class of shares, the number issued and the consideration received by the company for the issue, and if, in that year, it has issued any debentures, state the reason for making the issue, the classes of debentures issued and, as respects each class of debentures, the amount issued and the consideration received by the company for the issue;

(c)if, at the end of that year, there subsists a contract with the company in which a director of the company has, or at any time in that year had, in any way, whether directly or indirectly, an interest, or there has, at any time in that year, subsisted a contract with the company in which a director of the company had, at any time in that year, in any way, whether directly or indirectly, an interest (being, in either case, in the opinion of the directors, a contract of significance id relation to the company's business and in which the director's interest is or was material), contain—

(i)a statement of the fact of the contract's subsisting or, as the case may be, having subsisted;

(ii)the names of the parties to the contract (other than the company);

(iii)the name of the director (if not a party to the contract);

(iv)an indication of the nature of the contract; and

(v)an indication of the nature of the director's interest in the contract;

(d)if, at the end of that year, there subsist arrangements to which the company is a party, being arrangements whose objects are, or one of whose objects is, to enable directors of the company to acquire benefits by means of the acquisition of shares in, or debentures of, the company or any other body corporate, or there have, at any time in that year, subsisted such arrangements as aforesaid to which the company was a party, contain a statement explaining the effect of the arrangements and giving the names of the persons who at any time in that year were directors of the company and held, or whose nominees held, shares or debentures acquired in pursuance of the arrangements ;

(e)as respects each person who, at the end of that year, was a director of the company, state whether or not, according to the register kept by the company for the purposes of the following provisions of this Part of this Act relating to the obligation of a director of a company to notify it of interests of his in shares in, or debentures of, the company and of every other body corporate, being the company's subsidiary or holding company or a subsidiary of the company's holding company, he was, at the end of that year, interested in snares in, or debentures of, the company or any other such body corporate and, if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was then interested and whether or not, according to that register, he was, at the beginning of that year (or, if he was not then a director, when he became a director), interested in shares in, or debentures of, the company or any other such body corporate and, if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was interested at the beginning of that year or, as the case may be, when he became a director;

(f)contain particulars of any matters (other than those required to be dealt with by paragraphs (a) to (d) above in the circumstances therein mentioned, that required to be dealt with by paragraph (e) above or those required to be dealt with by the following provisions of this Part of this Act) so far as they are material for the appreciation of the state of the company's affairs by its members, being matters the disclosure of which will not, in the opinion of the directors, be harmful to the business of the company or of any of its subsidiaries.

(2)As respects a company entitled to the benefit of any provision contained in Part I11 (exceptions for special classes of company) of Schedule 8 to the principal Act, the foregoing subsection shall have effect as if paragraph (a) were omitted.

(3)The references, in paragraph (c) of subsection (1) above, to a contract do not include references to a director's contract of service or to a contract between the company and another body corporate, being a contract in which a director of the company has or had an interest by virtue only of his being a director of that other body.

(4)An interest in shares or debentures which, under the provisions of this Part of this Act referred to in paragraph (e) of subsection (1) above, falls to be treated as being the interest of a director shall be so treated for the purposes of that paragraph, and the references in that paragraph to the time when a person became a director shall, in the case of a person who became a director on more than one occasion, be construed as referring to the time when he first became a director.

17Directors' report to state, where business of certain different classes carried on, attribution of turnover to, and profitability (or otherwise) of, business of each class.

(1)If, in the course of a financial year, a company (being one subject to the requirements of paragraph 13a of Schedule 8 to the principal Act but not being one that has subsidiaries at the end of that year and submits in respect of that year group accounts prepared as consolidated accounts) has carried on business of two or more classes (other than banking or discounting or a class prescribed for the purposes of sub-paragraph (2) of that paragraph) that, in the opinion of the directors, differ substantially from each other, there shall be contained in the director's report relating to that year a statement of—

(a)the proportions in which the turnover for that year (so far as stated in the accounts in respect of that year in pursuance of that Schedule) is divided amongst those classes (describing them); and

(b)as regards business of each class, the extent or approximate extent (expressed, in either case, in monetary terms) to which, in the opinion of the directors, the carrying on of business of that class contributed to, or restricted, the profit or loss of the company for that year before taxation.

(2)If—

(a)a company has subsidiaries at the end of its financial year and submits in respect of that year group accounts prepared as consolidated accounts; and

(b)the company and the subsidiaries dealt with by the accounts carried on between them in the course of the year business of two or more classes (other than banking or discounting or a class prescribed for the purposes of paragraph 13a(2) of Schedule 8 to the principal Act) that, in the opinion of the directors, differ substantially from each other ;

there shall be contained in the directors' report relating to that year a statement of—

(i)the proportions in which the turnover for that year (so far as stated in the accounts in respect of that year in pursuance of that Schedule) is divided amongst those classes (describing them) ; and

(ii)as regards business of each class, the extent or approximate extent (expressed, in either case, in monetary terms) to which, in the opinion of the directors of the company, the carrying on of business of that class contributed to, or restricted, the profit or loss for that year (before taxation) of the company and the subsidiaries dealt with by the accounts.

(3)For the purposes of this section, classes of business which, in the opinion of the directors, do not differ substantially from each other shall be treated as one class.

18Directors' report to state average number, by the week, of employees and amount, by the year, of their wages.

(1)If, at the end of a financial year, a company does not have subsidiaries, there shall be contained in the directors' report relating to that year a statement of—

(a)the average number of persons employed by it in each week in that year; and

(b)the aggregate remuneration paid or payable in respect of that year to the persons by reference to whom the number stated under the foregoing paragraph is ascertained.

(2)If, at the end of a financial year, a company has subsidiaries, there shall be contained in the directors' report relating to that year a statement of—

(a)the average number of persons employed between them in each week in that year by the company and the subsidiaries; and

(b)the aggregate remuneration paid or payable in respect of that year to the persons by reference to whom the number stated under the foregoing paragraph is ascertained.

(3)The number to be stated under subsection (1)(a) above shall be the quotient derived by dividing, by the number of weeks in the financial year, the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed in the week (whether throughout it or not) by the company and adding up the numbers ascertained, and the number to be stated under subsection (2)(a) above shall be the quotient derived by dividing, by the number of weeks in the financial year, the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed between them in the week (whether throughout it or not) by the company and its subsidiaries and adding up the numbers ascertained.

(4)The remuneration to be taken into account for the purposes of subsections (1)(b) and (2)(b) above is the gross remuneration paid or payable in respect of the financial year; and for this purpose " remuneration " shall include bonuses (whether payable under contract or not).

(5)This section shall not apply to a company if the number that, but for this subsection, would fall to be stated under subsection (1)(a) or (2)(a) above is less than 100, nor shall it apply to a company that is a wholly owned subsidiary of a company incorporated in Great Britain.

(6)For the purposes of this section, no regard shall be had to a person who worked wholly or mainly outside the United Kingdom.

(7)In this section, " wholly owned subsidiary " shall be construed in accordance with section 150(4) of the principal Act.

19Directors' report to include certain particulars of contributions for political or charitable purposes.

(1)If a company (not being the wholly owned subsidiary of a company incorporated in Great Britain) has, in a financial year, given money for political purposes or charitable purposes or both, there shall (if it exceeded £50 in amount) be contained in the directors' report relating to that year, in the case of each of the purposes for which money has been given, a statement of the amount of money given therefor and, in the case of political purposes for which money has been given, the following particulars, so far as applicable, namely—

(a)the name of each person to whom money has been given for those purposes exceeding £50 in amount and the amount of money given ;

(b)if money exceeding £50 in amount has been given by way of donation or subscription to a political party the identity of the party and the amount of money given.

(2)The foregoing subsection shall not have effect in the case of a company which, at the end of a financial year, has subsidiaries which have, in that year, given money as mentioned in the foregoing subsection, but is not itself the wholly owned subsidiary of a company incorporated in Great Britain; but in such a case there shall (if the amount of money so given in that year by the company and the subsidiaries between them exceeds £50) be contained in the directors' report relating to that year, in the case of each of the purposes for which money has been given by the company and the subsidiaries between them, a statement of the amount of money given therefor and, in the case of political purposes for which money has been given, the like particulars, so far as applicable, as are required by the foregoing subsection.

(3)For the purposes of this section a company shall be treated as giving money for political purposes if, directly of indirectly.—

(a)it gives a donation or subscription to a political party of the United Kingdom or of any part thereof; or

(b)it gives a donation or subscription to a person who, to its knowledge, is carrying on, or proposing to carry on, any activities which can, at the time at which the donation or subscription was given, reasonably be regarded as likely to affect public support for such a political party as aforesaid.

(4)For the purposes of this section, money given for charitable purposes to a person who, when it was given, was ordinarily resident outside the United Kingdom shall be left out of account.

(5)In this section, " charitable purposes " means purposes which are exclusively charitable and " wholly owned subsidiary " shall be construed in accordance with section 150(4) of the principal Act; and, as respects Scotland, " charitable " shall be construed in the same way as if it were contained in the Income Tax Acts.

20Directors' report to include, in case of certain companies, particulars of exports.

(1)If, at the end of a financial year, a company subject to the requirements of paragraph 13a of Schedule 8 to the principal Act whose business consists in, or includes, the supplying of goods does not have subsidiaries, then, unless the turnover for that year (so far as stated in the accounts in respect of that year in pursuance of that paragraph) does not exceed £50,000, there shall be contained in the directors' report relating to that year—

(a)if, in that year, goods have been exported by the company from the United Kingdom, a statement of the value of the goods that have been so exported from the United Kingdom during that year;

(b)if, in that year, no goods have been so exported from the United Kingdom, a statement of that fact.

(2)If, at the end of a financial year, a company has subsidiaries, then, except in a case in which neither the business of the company nor that of any of the subsidiaries consists in, or includes, the supplying of goods, or a case in which the company submits in respect of that year group accounts prepared as consolidated accounts in respect of itself and all its subsidiaries and the turnover (so far as stated therein in pursuance of the said paragraph 13A) does not exceed £50,000, there shall be included in the directors' report relating to that year—

(a)unless, in the case of the company and of each of its subsidiaries, no goods have been exported by it in that year from the United Kingdom, a statement of the aggregate of the values of the goods which, in the case of the company and of each of the subsidiaries, have been exported by it in that year from the United Kingdom;

(b)if, in the case of the company and of each of its subsidiaries, no goods have been exported by it in that year from the United Kingdom, a statement of that fact.

(3)For the purposes of this section, goods exported by a company as the agent of another person shall be disregarded.

(4)The foregoing provisions of this section shall not require the disclosure of information in the director's report of a company if the directors thereof satisfy the Board of Trade that it is in the national interest that the information should not be disclosed.

21Limitation of operation of sections 16 to 20.

None of sections 16 to 20 (both inclusive) of this Act shall apply to a report attached to a balance sheet of a company laid before it in general meeting in respect of a financial year ending before that section comes into operation.

22Directors' report to show, for items included under authority of proviso to section 163 of the principal Act, corresponding amounts for, or as at the end of, preceding financial year.

Where advantage is taken of the proviso to section 163 of the principal Act to show an item in the directors' report instead of in the accounts, the report shall also show the corresponding amount for (or, as the case may require, as at the end of) the immediately preceding financial year of that item, except where that amount would not have had to be shown had the item been shown in the accounts.

23Penalization of failure by directors to secure compliance with requirements of the principal Act and Part I as to directors' report.

If any person being a director of a company fails to take all reasonable steps to secure compliance with section 157(1) of the principal Act and with the requirements of the foregoing provisions of this Part of this Act with respect to the directors' report, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding £200 :

Provided that—

(a)in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe, and did believe, that a competent and reliable person was charged with the duty of seeing that the said section 157(1) was, or the said requirements were, as the case may be, complied with and was in a position to discharge that duty ; and

(b)a person shall not be sentenced to imprisonment for any such offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.

24Right to receive copies of directors' report.

Section 158 of the principal Act (which confers upon members of a company, holders of debentures of a company and persons who, though not members or holders of debentures of a company, are entitled to receive notices of general meetings of a company, rights to receive copies of every balance sheet, together with copies of the auditors' report) shall have effect as if references to the auditors' report included references to the directors' report.

Directors: Penalization of Dealing by them, their Spouses or Children in certain Options and Provisions for securing Disclosure of certain material Facts concerning them

25Penalization of dealing by director of a company in options to buy or sell quoted shares in, or quoted debentures of, the company or associated companies.

(1)A director of a company who buys—

(a)a right to call for delivery at a specified price and within a specified time of a specified number of relevant shares or a specified amount of relevant debentures ; or

(b)a right to make delivery at a specified price and within a specified time of a specified number of relevant shares or a specified amount of relevant debentures; or

(c)a right (as he may elect) to call for delivery at a specified price and within a specified time or to make delivery at a specified price and within a specified time of a specified number of relevant shares or a specified amount of relevant debentures ;

shall be guilty of an offence and liable—

(i)on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding £200, or to both ;

(ii)on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both.

(2)In the foregoing subsection—

(a)" relevant shares ", in relation to a director of a company, means shares in the company or in any other body corporate, being the company's subsidiary or holding company or a subsidiary of the company's holding company, being shares as respects which there has been granted a quotation on a stock exchange (whether within Great Britain or elsewhere); and

(b)" relevant debentures ", in relation to a director of a company, means debentures of the company or of any other body corporate, being the company's subsidiary or holding company or a subsidiary of the company's holding company, being debentures as respects which there has been granted such a quotation as aforesaid.

(3)For the purposes of this section, a person in accordance with whose directions or instructions the directors of a company are accustomed to act shall be deemed to be a director of the company.

(4)Nothing in this section shall be taken to penalize a person who buys a right to subscribe for shares in, or debentures of, a body corporate or buys debentures of a body corporate that confer upon the holder thereof a right to subscribe for, or to convert the debentures (in whole or in part) into, shares of the body.

26Directors' service contracts, or memorandums thereof, to be open to inspection by company's members.

(1)Subject to the provisions of this section, every company shall keep at an appropriate place—

(a)in the case of each director whose contract of service with the company is in writing, a copy of that contract;

(b)in the case of each director whose contract of service with the company is not in writing, a written memorandum setting out the terms of that contract;

and all copies and memorandums kept by a company in pursuance of this subsection shall be kept at the same place.

(2)The following shall, as regards a company, be appropriate places for the purposes of the foregoing subsection, namely.—

(a)its registered office ;

(b)the place where its register of members is kept (if other than its registered office);

(c)its principal place of business, provided that that is situate in England, in a case in which the company is registered in England, and in Scotland, in a case in which the company is registered in Scotland.

(3)Every company shall send notice to the registrar of companies of the place where copies and memorandums required by subsection (1) above to be kept by it are kept and of any change in that place, save in a case in which they have at all times been kept at its registered office.

(4)Every copy and memorandum required to be kept by subsection (1) above shall, during business hours (subject to such reasonable restrictions as the company may in general meeting impose, so that not less than two hours in each day be allowed for inspection), be open to the inspection of any member of the company without charge.

(5)If default is made in complying with subsection (1) above or if an inspection required under the last foregoing subsection is refused, the company and every officer of the company who is in default shall be liable to a fine not exceeding £500 and further to a default fine ; and, if default is made for fourteen days in complying with subsection (3) above, the company and every officer of the company who is in default shall be liable to a default fine.

(6)In the case of a refusal of an inspection required under subsection (4) above of a copy or memorandum, the court may by order compel an immediate inspection thereof.

(7)Subsection (1) of this section shall apply to a variation of a director's contract of service with a company as it applies to the contract.

(8)This section shall not require there to be kept—

(a)a copy of, or memorandum setting out the terms of, a director's contract or a copy of, or memorandum setting out the terms of, a variation of such a contract, so long as the contract (as made or varied) requires him to work wholly or mainly outside the United Kingdom ; or

(b)a copy of, or memorandum setting out the terms of, a contract or a copy of, or memorandum setting out the terms of a variation of, a contract at a time at which the unexpired portion of the term for which the contract is to be in force is less than twelve months or at a time at which the contract can, within the next ensuing twelve months, be terminated by the company without payment of compensation.

27Obligation of director of a company to notify it of interests of his in shares in, or debentures of, the company or associated companies.

(1)Subject to the provisions of this section and to any exceptions for which provision may be made by regulations made by the Board of Trade by statutory instrument.—

(a)a person who, at the time when this section comes into operation, is a director of a company and is then interested in shares in, or debentures of, the company or any other body corporate, being the company's subsidiary or holding company or a subsidiary of the company's holding company or thereafter becomes a director of a company and, at the time when he becomes a director, is so interested, shall be under obligation to notify the company in writing of the subsistence of his interests at the time in question and of the number of shares of each class in, and the amount of debentures of each class of, the company or any such other body corporate as aforesaid in which each interest of his subsists at that time ;

(b)a director of a company shall be under obligation to notify the company in writing of the occurrence, while he is a director, of any of the following events, namely.—

(i)any event in consequence of whose occurrence he becomes, or ceases to be, interested in shares in, or debentures of, the company or any other body corporate, being the company's subsidiary or holding company or a subsidiary of the company's holding company;

(ii)the entering into by him of a contract to sell any such shares or debentures;

(iii)the assignment by him of a right granted to him by the company to subscribe for shares in, or debentures of, the company ; and

(iv)the grant to him by another body corporate, being the company's subsidiary or holding company or a subsidiary of the company's holding company, of a right to subscribe for shares in, or debentures of, that other body corporate, the exercise of such a right granted to him as aforesaid and the assignment by him of such a right so granted ;

stating the number or amount, and class, of shares or debentures involved.

(2)The rules set out in the next following section shall have effect for the interpretation of, and otherwise in relation to, the foregoing subsection.

(3)The following provisions shall have effect with respect to the periods within which obligations imposed by subsection (1) above on persons must be fulfilled by them, that is to say.—

(a)an obligation imposed on a person by paragraph (a) to notify an interest must, if he knows of the existence of the interest on the relevant day (that is to say, in a case in which he is a director at the beginning of the day on which this section comes into operation, the last previous day, and, in a case in which he thereafter becomes a director, the day on which he becomes it), be fulfilled before the expiration of the period of fourteen days beginning with the day next following the relevant day; otherwise it must be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which the existence of the interest comes to his knowledge ;

(b)an obligation imposed on a person by paragraph (b) to notify the occurrence of an event must, if at the time at which the event occurs he knows of its occurrence and of the fact that its occurrence gives rise to the obligation, be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which it occurs; otherwise, it must be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which the fact that the occurrence of the event gives rise to the obligation comes to his knowledge.

(4)In the case of a person who is a director of a company at the time when this section comes into operation, paragraph (b) of subsection (1) above shall not require the notification by him of the occurrence of an event before that time; and that paragraph shall not require the notification by a person of the occurrence of an event whose occurrence comes to his knowledge after he has ceased to be a director.

(5)Where an event of whose occurrence a director is, by virtue of sub-paragraph (i) of subsection (1)(b) above under obligation to notify a company consists in his entering into a contract for the purchase by him of shares or debentures, the obligation shall be taken not to be discharged in the absence of inclusion in the notice of a statement of the price to be paid by him under the contract, and an obligation imposed on a director by virtue of sub-paragraph (ii) of that subsection shall be taken not to be discharged in the absence of inclusion in the notice of the price to be received by him under the contract.

(6)An obligation imposed on a director by virtue of sub-paragraph (iii) of subsection (1)(b) above to notify a company shall be taken not to be discharged in the absence of inclusion in the notice of a statement of the consideration for the assignment (or, if it be the case that there is no consideration, that fact), and where an event of whose occurrence a director is, by virtue of sub-paragraph (iv) of that subsection under obligation to notify a company consists in his assigning a right, the obligation shall be taken not to be discharged in the absence of inclusion in the notice of a similar statement.

(7)Where an event of whose occurrence a director is, by virtue of sub-paragraph (iv) of subsection (1)(b) above, under obligation to notify a company consists in the grant to him of a right to subscribe for shares or debentures, the obligation shall not be taken to be discharged in the absence of inclusion in the notice of a statement of the date on which the right was granted, the period during which or time at which the right is exercisable, the consideration for the grant (or, if it be the case that there is no consideration, that fact) and the price to be paid for the shares or debentures; and where an event of whose occurrence a director is, by virtue of that sub-paragraph, under obligation to notify a company consists in the exercise of a right granted to him to subscribe for shares or debentures, the obligation shall be taken not to be discharged in the absence of inclusion in the notice of a statement of the number of shares or amount of debentures in respect of which the right was exercised and, if it be the case that they were registered in his name, that fact, and, if not, the name or names of the person or persons in whose name or names they were registered, together (if they were registered in the names of two persons or more) with the number or amount thereof registered in the name of each of them.

(8)A person who fails to fulfil, within the proper period, an obligation to which he is subject by virtue of subsection (1) above, or who, in purported fulfilment of an obligation to which he is so subject, makes to a company a statement which he knows to be false or recklessly makes to a company a statement which is false, shall be guilty of an offence and liable—

(a)on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding £200, or to both;

(b)on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both.

(9)An obligation imposed by this section shall be treated as not being fulfilled unless the notice by means of which it purports to be fulfilled is expressed to be given to fulfilment of that obligation.

(10)Proceedings in respect of an offence under this section shall not, in England or Wales, be instituted except by, or with the consent of, the Board of Trade or the Director of Public Prosecutions.

(11)For the purposes of this section, a person in accordance with whose directions or instructions the directors of a company are accustomed to act shall be deemed to be a director of the company.

(12)In reckoning, for the purposes of subsection (3) above, any period of fourteen days, a day that is a Saturday or Sunday or a bank holiday in any part of Great Britain shall be disregarded.

(13)Nothing in this section shall operate so as to impose an obligation with respect to shares in a body corporate which is the wholly owned subsidiary of another body corporate; and for this purpose a body corporate shall be deemed to be the wholly owned subsidiary of another if it has no members but that other and that other's wholly owned subsidiaries and its or their nominees.

(14)This and the two following sections shall have effect in place of section 195 (register of directors' shareholdings, &c.) of the principal Act and of so much of section 198 (general duty to make disclosure for the purposes of sections 195 to 197) of that Act as relates to section 195, and that section and so much of section 198 as relates thereto shall, accordingly, cease to have effect.

28Rules for giving effect to section 27(1).

(1)References to a person's being interested in shares in, or debentures of, a company shall, subject to the following rules, be construed so as not to exclude an interest on the ground of its remoteness or the manner in which it arises or by reason of the fact that the exercise of a right conferred by ownership thereof is, or is capable of being made, in any way subject to restraint or restriction.

(2)A person who has an interest under a trust whereof the property comprises shares or debentures (other than a discretionary interest) shall be deemed to be interested in the shares or debentures.

(3)A person shall be deemed to be interested in shares or debentures if a body corporate is interested in them and—

(a)that body corporate or its directors are accustomed to act in accordance with his directions or instructions; or

(b)he is entitled to exercise or control the exercise of one third or more of the voting power at any general meeting of that body corporate.

(4)A person shall be deemed to be interested in shares in, or debentures of, a company if—

(a)he enters into a contract for the purchase thereof by him; or

(b)he has a right, otherwise than by virtue of having an interest under a trust, to call for delivery thereof to himself or to his order (whether the right is exercisable presently or in the future); or

(c)not being a registered holder thereof, he is entitled (otherwise than by virtue of his having been appointed a proxy to vote at a specified meeting of the company, or of any class of its members, and at any adjournment of that meeting, or of his having been appointed by a corporation to act as its representative at any meeting of the company or of any class of its members) to exercise any right conferred by the holding thereof or is entitled to control the exercise of any right so conferred.

(5)Persons having a joint interest shall be deemed each of them to have that interest.

(6)It is immaterial that shares or debentures in which a person has an interest are unidentifiable.

(7)So long as a person is entitled to receive, during the lifetime of himself or another, income from trust property comprising shares or debentures, an interest in the shares or debentures in reversion or remainder, or (as regards Scotland) in fee, shall be disregarded.

(8)A person shall be treated as uninterested in shares or debentures if, and so long as, he holds them under the law in force in England and Wales as a bare trustee or as a custodian trustee or under the law in force in Scotland as a simple trustee.

(9)There shall be disregarded an interest of a person subsisting by virtue of an authorised unit trust scheme within the meaning of the [1958 c. 45.] Prevention of Fraud (Investments) Act 1958, a scheme made under section 22 of the [1960 c. 58.] Charities Act 1960, section 11 of the [1961 c. 62.] Trustee Investments Act 1961 or section 1 of the [1965 c. 2.] Administration of Justice Act 1965 or the scheme set out in the Schedule to the [1958 No. 1.] Church Funds Investment Measure 1958.

(10)There shall be disregarded an interest—

(a)of the Church of Scotland General Trustees or of the Church of Scotland Trust in shares or debentures held by them;

(b)of any other person in shares or debentures held by the said Trustees or Trust otherwise than as simple trustees.

In this subsection "Church of Scotland General Trustees " refers to the body incorporated by the order confirmed by the [1921 c. cxxv.] Church of Scotland (General Trustees) Order Confirmation Act 1921 and " Church of Scotland Trust " refers to the body incorporated by the order confirmed by the [1932 c. xxi.] Church of Scotland Trust Order Confirmation Act 1932.

(11)Delivery to a person's order of shares or debentures in fulfilment of a contract for the purchase thereof by him or in satisfaction of a right of his to call for delivery thereof, or failure to deliver snares or debentures in accordance with the terms of such a contract or on which such a right falls to be satisfied, shall be deemed to constitute an event in consequence of the occurrence of which he ceases to be interested in them, and so shall the lapse of a person's right to call for delivery of shares or debentures.

29Provisions for securing that information furnished under section 27, and certain other information about directors' interests, is recorded and made available.

(1)Every company shall keep a register for the purposes of section 27 of this Act; and whenever the company receives information from a director in consequence of the fulfilment of an obligation imposed on him by that section, it shall be under obligation to inscribe in the register, against the name of that person, that information and the date of the inscription.

(2)Every company shall also be under obligation—

(a)whenever it grants to a director a right to subscribe for shares in, or debentures of, the company, to inscribe in the said register against his name the date on which the right is granted, the period during which or time at which it is exercisable, the consideration for the grant (or, if it be the case that there is no consideration, that fact), the description of shares or debentures involved and the number or amount thereof, and the price to be paid therefor;

(b)whenever such a right as aforesaid is exercised by a director, to inscribe in the said register against his name that fact (identifying the right), the number or amount of shares or debentures in respect of which it is exercised and, if it be the case that they were registered in his name, that fact, and, if not, the name or names of the person or persons in whose name or names they were registered, together (if they were registered in the names of two persons or more) with the number or amount thereof registered in the name of each of them.

(3)The said register must be so made up that the entries therein against the several names inscribed therein appear in chronological order.

(4)An obligation imposed by subsection (1) above as to inscription, and an obligation imposed by subsection (2) above, must be fulfilled before the expiration of the period of three days beginning with the day next following that on which it arises; but in reckoning any such period, a day which is a Saturday or Sunday or a bank holiday in any part of Great Britain shall be disregarded.

(5)The nature and extent of an interest recorded in the said register of a director in any shares or debentures shall, if he so requires, be recorded in the said register.

(6)The company shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares or debentures.

(7)The said register shall—

(a)if the company's register of members is kept at its registered office, be kept there ;

(b)if the company's register of members is not so kept, be kept at the company's registered office or at the place where its register of members is kept;

and shall during business hours (subject to such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in each day be allowed for inspection) be open to the inspection of any member of the company without charge and of any other person on payment of one shilling, or such less sum as the company may prescribe, for each inspection.

(8)The company shall send notice to the registrar of companies of the place where the said register is kept and of any change in that place, save in a case in which it has at all times been kept at its registered office.

(9)Unless the said register is in such a form as to constitute in itself an index, the company shall keep an index of the names inscribed therein which shall—

(a)in respect of each name, contain a sufficient indication to enable the information inscribed against it to be readily found; and

(b)be kept at the same place as the said register ;

and the company shall, within fourteen days after the date on which a name is inscribed in the said register, make any necessary alteration in the index.

(10)Any member of the company or other person may require a copy of the said register, or of any part thereof, on payment of two shillings, or such less sum as the company may prescribe, for every hundred words or fractional part thereof required to be copied.

The company shall cause any copy so required by any person to be sent to that person within the period of ten days beginning with the day next following that on which the requirement is received by the company.

(11)The said register shall also be produced at the commencement of the company's annual general meeting and remain open and accessible during the continuance of the meeting to any person attending the meeting.

(12)If default is made in compliance with the last foregoing subsection, the company and every officer of the company who is in default shall be liable to a fine not exceeding £50 ; if default is made for fourteen days in complying with subsection (8) of this section, the company and every officer of the company who is in default shall be liable to a default fine; and if default is made in complying with subsection (1), (2), (3), (4) or (9) of this section, or if an inspection required under this section is refused or any copy required thereunder is not sent within the proper period, the company and every officer of the company who is in default shall be liable to a fine not exceeding £500 and further to a default fine.

(13)In the case of a refusal of an inspection required under this section of the said register, the court may by order compel an immediate inspection thereof; and in the case of a failure to send within the proper period a copy required under this section, the court may by order direct that the copy required shall be sent to the person requiring it.

(14)For the purposes of this section, a person in accordance with whose directions or instructions the directors of a company are accustomed to act shall be deemed to be a director of the company.

30Extension of section 25 to spouses and children.

(1)Section 25 of this Act shall apply to—

(a)the wife or husband of a director of a company, not being herself or himself a director of that company; and

(b)an infant son or infant daughter of a director of a company, not being himself or herself a director of that company;

as it applies to the director ; but it shall be a defence for a person charged, by virtue of this subsection, with an offence under that section, to prove that he had no reason to believe that his spouse or, as the case may be, parent, was a director of the company in question.

(2)In this section, " son " includes step-son and adopted son, " daughter " includes step-daughter and adopted daughter and " parent " shall be construed accordingly, " infant " means, in relation to Scotland, pupil or minor, and a person deemed for the purposes of the said section 25 to be a director of a company shall be deemed also for the purposes of this section to be a director of the company.

31Extension of section 27 to spouses and children.

(1)For the purposes of section 27 of this Act—

(a)an interest of the wife or husband of a director of a company (not being herself or himself a director thereof) in shares or debentures shall be treated as being the director's interest, and so shall an interest of an infant son or infant daughter of a director of a company (not being himself or herself a director thereof) in shares or debentures; and

(b)a contract, assignment or right of subscription entered into, exercised or made by, or grant made to, the wife or husband of a director of a company (not being herself or himself a director thereof) shall be treated as having been entered into, exercised or made by, or, as the case may be, as having been made to, the director, and so shall a contract, assignment or right of subscription entered into, exercised or made by, or grant made to, an infant son or infant daughter of a director of a company (not being himself or herself a director thereof).

(2)A director of a company shall be under obligation to notify the company in writing of the occurrence, while he or she is director, of either of the following events, namely.—

(a)the grant to his wife or her husband or to his or her infant son or infant daughter, by the company, of a right to subscribe for shares in, or debentures of, the company; and

(b)the exercise by his wife or her husband or by his or her infant son or infant daughter of such a right as aforesaid granted by the company to the wife, husband, son or daughter;

stating, in the case of the grant of a right, the like information as is required by section 27 of this Act to be stated by the director on the grant to him by another body corporate of a right to subscribe for shares in, or debentures of, that other body corporate and, in the case of the exercise of a right, the like information as is required by that section to be stated by the director on the exercise of a right granted to him by another body corporate to subscribe for shares in, or debentures of, that other body corporate; and an obligation imposed by this subsection on a director must be fulfilled by him before the expiration of the period of fourteen days beginning with the day next following that on which the occurrence of the event that gives rise to it comes to his knowledge.

(3)A person who fails to fulfil, within the proper period, an obligation to which he is subject by virtue of the last foregoing subsection, or who, in purported fulfilment of an obligation to which he is so subject, makes to a company a statement which he knows to be false or recklessly makes to a company a statement which is false, shall be guilty of an offence and liable—

(a)on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding £200, or to both;

(b)on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both.

(4)The rules set out in section 28 of this Act shall have effect for the interpretation of, and otherwise in relation, to subsection (1) of this section, and subsections (9) to (13) of section 27 of this Act shall, with any requisite modification, have effect for the purposes of this section as they have effect for the purposes of that section.

(5)In this section, " son " includes step-son and adopted son and " daughter " includes step-daughter and adopted daughter, and " infant " means, in relation to Scotland, pupil or minor.

(6)For the purposes of section 29(1) of this Act, an obligation imposed on a director by this section shall be treated as if imposed by section 27 of this Act.

32Investigation of share dealings.

(1)If it appears to the Board of Trade that there are circumstances suggesting that contraventions may have occurred, in relation to shares in, or debentures of, a company, of section 25 or 27 of this Act or of subsection (2) of the last foregoing section, they may appoint one or more competent inspectors to carry out such investigations as are requisite to establish whether or not contraventions have occurred as aforesaid and to report the result of their investigations to the Board.

(2)The appointment under this section of an inspector may limit the period to which his investigation is to extend or confine it to shares or debentures of a particular class or both.

(3)For the purposes of any investigation under this section, section 167 of the principal Act (which imposes on officers and agents of bodies being investigated the duty to assist inspectors) shall apply, but with the substitution, for references to any other body corporate whose affairs are investigated by virtue of section 166, of a reference to any other body corporate which is, or has at any relevant time been, the company's subsidiary or holding company or a subsidiary of its holding company and with the necessary modification of the reference, in subsection (3), to the affairs of the company or other body corporate, so, however, that it shall apply—

(a)to members of a recognised stock exchange or of a recognised association of dealers in securities who are individuals and to officers (past as well as present) of members of such an exchange or association who are bodies corporate;

(b)to holders of licences granted under section 3 of the [1958 c. 45.] Prevention of Fraud (Investments) Act 1958 who are individuals and to officers (past as well as present) of holders of licences so granted who are bodies corporate ; and

(c)to any individual declared by an order of the Board of Trade for the time being in force to be an exempted dealer for the purposes of that Act and to officers (past as well as present) of any body corporate declared by an order of the Board of Trade for the time being in force to be such a dealer;

as it applies to officers of the company or of the other body corporate.

(4)The inspectors may, and, if so directed by the Board of Trade, shall, make interim reports to the Board, and, on the conclusion of the investigation, shall make a final report to the Board.

(5)Any such report shall be written or printed, as the Board may direct, and the Board may cause it to be published.

(6)Section 175 of the principal Act (saving for solicitors and bankers) shall have effect as if the reference to the foregoing provisions of Part IV of that Act included a reference to this section.

(7)The expenses of an investigation under this section shall be defrayed by the Board of Trade out of moneys provided by Parliament.

(8)In this section, " recognised association of dealers in securities " means any body of persons which is for the time being a recognised association of dealers in securities for the purposes of the [1958 c. 45.] Prevention of Fraud (Investments) Act 1958.

Provisions for securing Disclosure of substantial individual Interests in share Capital carrying unrestricted voting Rights

33Obligation of persons to notify company of acquisition, changes in amounts of, and disposal of shares in the company carrying unrestricted voting rights.

(1)Every such person as follows, namely.—

(a)a person who, being immediately before the occurrence of an event uninterested in shares comprised in relevant share capital of a company to which this section applies, becomes, in consequence of the occurrence of that event, interested in shares so comprised of a nominal value equal to one tenth or more of the nominal value of that share capital, or, being immediately before the occurrence of an event, interested in shares comprised in relevant share capital of such a company of a nominal value less than one tenth of the nominal value of that share capital, acquires, in consequence of the occurrence of the event, such interests in shares comprised in that share capital as to increase the nominal value of all shares so comprised in which he is interested to one tenth or more of the nominal value of that share capital;

(b)a person who, being immediately before the occurrence of an event interested in shares comprised in relevant share capital of such a company of a nominal value not less than one tenth of the nominal value of that share capital.—

(i)acquires, in consequence of the occurrence of the event, such interests in shares comprised in that share capital as to increase the nominal value of all shares so comprised in which he is interested ; or

(ii)suffers, in consequence of the happening of the event, a decrease in the nominal value of shares so comprised in which he is interested, but remains interested in shares so comprised of a nominal value equal to one tenth or more of the nominal value of that share capital;

(c)a person who, being immediately before the occurrence of an event interested in shares comprised in relevant share capital of a company of a nominal value equal to one tenth or more of the nominal value of that share capital, suffers, in consequence of the occurrence of the event, a decrease in the nominal value of shares comprised in that share capital in which he is interested such that the nominal value of all shares so comprised in which he is interested is equal to less than one tenth of the nominal value of that share capital or becomes, in consequence of the occurrence of that event, uninterested in shares so comprised ;

shall (subject to the next following subsection) be under obligation to notify the company in writing of the occurrence of the event (specifying it) and the date on which it occurred and, according to the circumstances of the case, the number of shares comprised in that share capital (specifying it) in which, immediately after the occurrence of the event, he is interested or the fact that, immediately thereafter, he is not interested in that share capital (specifying it).

(2)In the case of a company which, at the time when this section comes into operation, is one to which this section applies, every person who at that time is interested in shares comprised in relevant share capital of the company of a nominal value one tenth or more of the nominal value of that share capital shall be under obligation to notify the company of the subsistence of his interests at that time and the number of shares comprised in that share capital (specifying it) in which each interest subsists at that time, and the foregoing subsection shall not require the notification by any such person of the occurrence of an event before that time.

(3)In the event of—

(a)a company's becoming one to which this section applies ; or

(b)a company's share capital of any class becoming relevant share capital;

the last foregoing subsection shall apply as in the case therein mentioned but with the substitution, for references to the time when this section comes into operation, of references to the time at which the event occurs.

(4)The rules set out in section 28 of this Act shall (with the omission of references to debentures) apply for the interpretation of, and otherwise in relation to, the foregoing provisions of this section; but in addition to such interests as, by virtue of subsections (7), (9) and (10) of that section, are to be disregarded, there shall be disregarded for the purposes of this section—

(a)an interest, for the life of himself or another, of a person under a settlement in the case of which the property comprised therein consists of, or includes, shares, being a settlement with respect to which the following conditions are satisfied, namely.—

(i)that the settlement is irrevocable ; and

(ii)that the settlor has no interest in any income arising under, or property comprised in, the settlement ;

(b)an interest as holder of shares of a person whose ordinary business includes the lending of money and who holds them by way of security only for the purposes of a transaction entered into in the ordinary course of that business;

(c)an interest of the President of the Probate, Divorce and Admiralty Division of the High Court subsisting by virtue of section 9 of the [1925 c. 23.] Administration of Estates Act 1925;

(d)an interest of the Accountant General of the Supreme Court in shares held by him ;

(e)any such interests, or interests of such class, as may be prescribed for the purposes of this paragraph by regulations made by the Board of Trade by statutory instrument;

and a definition of a class of interests for the purposes of regulations made under paragraph (e) of this subsection may be framed by reference to any circumstances whatsoever.

(5)The following provisions shall have effect with respect to the periods within which obligations imposed by the foregoing provisions of this section on persons must be fulfilled, that is to say.—

(a)in the case of an obligation imposed by subsection (1)—

(i)if, at the time of the occurrence of the event giving rise to the obligation, the person under obligation knows of its occurrence and of the fact that its occurrence gives rise to the obligation, it must be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which the event occurs ;

(ii)otherwise, it must be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which the fact that the occurrence of the event gives rise to the obligation comes to his knowledge;

(b)in the case of an obligation imposed by subsection (2)—

(i)if, at the time when the obligation arises, the person under obligation does not know of the subsistence of his interests, or knows only of the subsistence of interests in shares comprised in relevant share capital of a nominal value less than one tenth of the nominal value of that share capital, the obligation must, upon there coming to his knowledge the matter of the subsistence of interests in shares so comprised of a nominal value not less than one tenth of the nominal value of that share capital, be, so far as regards those interests, fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which that matter comes to his knowledge, and must, so far as regards an interest whose subsistence comes to his knowledge after that matter comes to his knowledge, be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which the subsistence of the interest comes to his knowledge;

(ii)if, at the time when the obligation arises, the person under obligation knows of the subsistence of interests in shares comprised in relevant share capital of a nominal value not less than one tenth of the nominal value of that share capital, the obligation must, so far as regards those interests, be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which the obligation arises and must, so far as regards an interest whose subsistence comes to his knowledge after the obligation arises, be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which the subsistence of the interest comes to his knowledge.

(6)A person who fails to fulfil, within the proper period, an obligation to which he is subject by virtue of subsection (1) or (2) above, or who, in purported fulfilment of an obligation to which he is so subject, makes to a company a statement which he knows to be false or recklessly makes to a company a statement which is false, shall be guilty of an offence and liable—

(a)on summary conviction, to imprisonment for a term not exceeding three months-or to a fine not exceeding £200, or to both;

(b)on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both.

(7)An obligation imposed by this section on any person shall be treated as not being fulfilled unless the notice by means of which it purports to be fulfilled identifies him and gives his address and, in a case in which he is a director of the company, is expressed to be given in fulfilment of that obligation.

(8)Proceedings in respect of an offence under this section shall not, in England or Wales, be instituted except by, or, with the consent of, the Board of Trade or the Director of Public Prosecutions.

(9)In reckoning, for the purposes of subsection (5) above, any period of fourteen days, a day that is a Saturday or Sunday or a bank holiday in any part of Great Britain shall be disregarded.

(10)A company to which this section applies is one in the case of which there has, as respects the whole or any proportion of its share capital, been granted a quotation on a recognised stock exchange ; and for the purposes of this section, " relevant share capital ", in relation to such a company, means issued share capital thereof of a class carrying rights to vote in all circumstances at general meetings of the company and " settlor " has the meaning assigned to it by section 403 of the [1952 c. 10.] Income Tax Act 1952.

34Provision for securing that information furnished under section 33 is recorded and made available.

(1)Every company to which the last foregoing section applies shall keep a register for the purposes of that section; and whenever the company receives information from a person in consequence of the fulfilment of an obligation imposed on him by that section, it shall be under obligation to inscribe in the register, against the name of that person, that information and the date of the inscription.

(2)The said register must be so made up that the entries therein against the several names inscribed therein appear in chronological order.

(3)An obligation imposed by subsection (1) above as to inscription must be fulfilled before the expiration of the period of three days beginning with the day next following that on which it arises; but in reckoning any such period, a day which is a Saturday or Sunday or a bank holiday in any part of Great Britain shall be disregarded.

(4)The company shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares.

(5)The said register shall be kept at the place at which the register required to be kept by the company by section 29 of this Act is kept, and shall, during business hours (subject to such reasonable restrictions as the company may in general meeting impose, so that not less than two hours in each day be allowed for inspection), but save in so far as it contains information with respect to a company for the time being entitled to avail itself of the benefit conferred by section 3(3) or 4(3) of this Act, be open to the inspection of any member of the company without charge and of any other person on payment of one shilling, or such less sum as the company may prescribe, for each inspection ; but in so far as it contains such information shall not be open to inspection.

(6)Unless the said register is in such form as to constitute in itself an index, the company shall keep an index of the names inscribed therein which shall—

(a)in respect of each name, contain a sufficient indication to enable the information inscribed against it to be readily found; and

(b)be kept at the same place as the said register ;

and the company shall, within fourteen days after the date on which a name is inscribed in the said register, make any necessary alteration in the index.

(7)As regards so much of the said register as is required to be open to inspection, any member of the company or other person may require a copy of it, or any part of it, on payment of two shillings or such less sum as the company may prescribe, for every hundred words or fractional part thereof required to be copied; and the company shall cause any copy so required by a person to be sent to him before the expiration of the period of ten days beginning with the day next following that on which the requirement is received by the company.

(8)If default is made in complying with subsection (1), (2), (3) or (6) of this section, or if an inspection required under this section is refused or a copy required thereunder is not sent within the proper period, the company and every officer of the company who is in default shall be liable to a fine not exceeding £500 and further to a default fine.

(9)In the case of a refusal of an inspection required under this section of the said register, the court may by order compel an immediate inspection thereof; and in the case of a failure to send a copy required under this section, the court may by order direct that the copy required shall be sent to the person requiring it.

Inspection

35Power of Board of Trade to present winding-up petition or petition under section 210 of the principal Act in consequence of investigation,.

(1)if, in the case of any body corporate liable to be wound up under the principal Act, it appears to the Board of Trade from any report made under section 168 (inspectors' report) of that Act or from any information or document obtained under Part III of this Act or section 18 or 19 of the [1963 c. 16.] Protection of Depositors Act 1963 that it is expedient in the public interest that the body should be wound up, the Board may, unless the body is already being wound up by the court, present a petition for it to be so wound up if the court thinks it just and equitable for it to be so wound up, and, accordingly, paragraph (d) of the proviso to subsection (1) of section 224 (provisions as to applications for winding up) of the principal Act shall have effect with the substitution, for the reference to section 169(3) of that Act, of a reference to this subsection.

(2)If, in the case of any such body corporate as aforesaid, it appears to the Board of Trade from any report made or information or document obtained as aforesaid that its business is being conducted in a manner oppressive to any part of its members, the Board may (in addition to, or instead of, presenting a petition under the foregoing subsection) present a petition for an order under section 210 (alternative remedy to winding up in cases of oppression) of the principal Act, and, accordingly, subsection (1) of that section shall have effect with the substitution, for the reference to section 169(3) of that Act, of a reference to this subsection.

36Repeal of section 169(1) and (2) of the principal Act, and consequential modification of section 170(1)(a) thereof.

The following provisions of the principal Act shall cease to have effect, namely.—

(a)subsections (1) and (2) of section 169 (duty of Board of Trade in certain cases after an investigation to refer to the Director of Public Prosecutions or the Lord Advocate, and duty of Director of Public Prosecutions on a reference by the Board of Trade); and

(b)in section 170(1)(a) (persons liable to repay the Board of Trade expenses of and incidental to an inspection), the words " by the Director of Public Prosecutions or by or on behalf of the Lord Advocate ".

37Fresh power of Board of Trade to bring civil proceedings on behalf of body corporate.

(1)If, from any report made under section 168 of the principal Act or from any information or document obtained under Part III of this Act or section 18 or 19 of the [1963 c. 16.] Protection of Depositors Act 1963 it appears to the Board of Trade that any civil proceedings ought in the public interest to be brought by any body corporate, they may themselves bring such proceedings in the name and on behalf of the body corporate.

(2)The Board of Trade shall indemnify the body corporate against any costs or expenses incurred by it in or in connection with any proceedings brought by virtue of the foregoing subsection.

(3)Section 170(1)(a) of the principal Act shall have effect as if the reference to any person who is ordered to pay damages or restore any property in proceedings brought by virtue of section 169(4) of that Act included a reference to any person who is ordered to pay the whole or any part of the costs of proceedings brought by virtue of subsection (1) of this section, and section 170(3) of that Act shall have effect as if the references to subsections (4) and (5) of section 169 of that Act included references respectively to subsections (1) and (2) of this section.

38Extension of Board of Trade's power of investigation under section 165 of the principal Act.

Sub-paragraph (i) of paragraph (b) of section 165 of the principal Act (by virtue of which paragraph the Board of Trade are empowered to appoint one or more competent persons to investigate the affairs of a company if it appears to them that there are circumstances suggesting, inter alia, that its business is being conducted with intent to defraud its creditors or the creditors of any other person or otherwise for a fraudulent or unlawful purpose or in a manner oppressive of any part of its members) shall have effect as if, after the words " is being ", there were inserted the words " or has been " ; and the power of the Board under that paragraph shall be exercisable with respect to a body corporate notwithstanding that it is in course of being voluntarily wound up.

39Power of inspectors to secure attendance of persons for purposes of investigation.

Section 167 of the principal Act (which imposes on officers and agents of bodies being investigated the duty to assist inspectors) shall be amended as follows :—

(a)in subsection (1), after the words " to produce to the inspectors all books and documents of or relating to the company or, as the case may be, the other body corporate which are in their custody or power ", there shall be inserted the words " to attend before the inspectors when required so to do "; and

(b)in subsection (3), after the words " refuses to produce to the inspectors any book or document which it is his duty under this section so to produce ", there shall be inserted the words " refuses to attend before the inspectors when required so to do ".

40Amendments of provisions as to expenses of investigations.

(1)Section 170 (expenses of investigation of company's affairs) of the principal Act shall be amended as follows.

(2)The word " and " at the end of paragraph (b) shall be omitted, and for paragraph (c) there shall be substituted the following paragraphs:—

“(c)any body corporate dealt with by the report, where the inspector was appointed otherwise than of the Board's own motion, shall be liable, except so far as the Board otherwise direct; and

(d)the applicants for the investigation, where the inspector was appointed under section one hundred and sixty-four of this Act, shall be liable to such extent (if any) as the Board may direct”.

(3)In subsection (2), for the words " paragraph (c)" there shall be substituted the words " paragraphs (c) and (d) ".

(4)In subsection (4)—

(a)for the words " paragraph (c)", where first occurring, there shall be substituted the words " paragraphs (c) and (d) ";

(b)for the words from " the said paragraph (a) or (b)" to " as the case may be " there shall be substituted the words " any of the said paragraphs shall be entitled to contribution from any other person liable under the same paragraph ".

41Power of inspector to inform Board of Trade of matters tending to show commission of offence.

An inspector appointed under section 164 or 165 of the principal Act may at any time in the course of his investigation, without the necessity of making an interim report, inform the Board of Trade of matters coming to his knowledge as a result of the investigation tending to show that an offence has been committed.

42Extension of Board of Trade's powers of investigation to certain bodies incorporated outside Great Britain.

(1)Sections 165 to 171 and 175 of the principal Act shall apply to all bodies corporate incorporated outside Great Britain which are carrying on business in Great Britain or have at any time carried on business therein as if they were companies registered under the principal Act, but subject to such (if any) adaptations and modifications as may be specified by regulations made by the Board of Trade.

(2)The power to make regulations conferred by this section shall be exercisable by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

Re-registration of Companies

43Limited companies may be re-registered as unlimited.

(1)A company which, at the coming into operation of this section, is registered as limited or thereafter is so registered (otherwise than in pursuance of the next following section) may be re-registered under the principal Act as unlimited in pursuance of an application in that behalf complying with the requirement of the next following subsection, framed in the prescribed form and signed by a director or by the secretary of the company and lodged with the registrar of companies in England or Scotland (according as the registered office is situate in England or Scotland) together with the documents mentioned in subsection (3) of this section.

(2)The said requirement is that the application must—

(a)set out such alterations in the company's memorandum as.—

(i)if it is to have a share capital, are requisite to bring it, both in substance and in form, into conformity with the requirements imposed by the principal Act with respect to the substance and form of the memorandum of a company to be formed under that Act as an unlimited company having a share capital; or

(ii)if it is not to have a share capital, are requisite in the circumstances ; and

(b)if articles have been registered, set out such alterations therein and additions thereto as.—

(i)if it is to have a share capital, are requisite to bring them, both in substance and in form, into conformity with the requirements imposed by the principal Act with respect to the substance and form of the articles of a company to be formed thereunder as an unlimited company having a share capital; or

(ii)if it is not to have a share capital, are requisite in the circumstances; and

if articles have not been registered, have annexed thereto, and request the registration of, printed articles, bearing the same stamp as if they were contained in a deed, being, if the company is to have a share capital, articles complying with the said requirements and, if not, articles appropriate to the circumstances.

(3)The documents referred to in subsection (1) above are—

(a)the prescribed form of assent to the company's being registered as unlimited subscribed by or on behalf of all the members of the company ;

(b)a statutory declaration made by the directors of the company that the persons by whom or on whose behalf the form of assent is subscribed constitute the whole membership of the company and, if any of the members have not subscribed that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who subscribed it on behalf of a member was lawfully empowered so to do ;

(c)a printed copy of the memorandum incorporating the alterations therein set out in the application; and

(d)if articles have been registered, a printed copy thereof incorporating the alterations therein and additions thereto set out in the application.

(4)The registrar shall retain the application and other documents lodged with him under subsection (1) of this section, shall, if articles are annexed to the application, register them and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of this section ; and upon the issue of the certificate—

(a)the status of the company shall, by virtue of the issue, be changed from limited to unlimited; and

(b)the alterations in the memorandum set out in the application and (if articles have been previously registered) any alterations and additions to the articles so set out shall, notwithstanding anything in the principal Act, take effect as if duly made by resolution of the company and the provisions of the principal Act shall apply to the memorandum and articles as altered or added to by virtue of this section accordingly.

(5)A certificate of incorporation issued by virtue of this section shall be conclusive evidence that the requirements of this section with respect to re-registration and of matters precedent and incidental thereto have been complied with, and that the company was authorised to be re-registered under the principal Act in pursuance of this section and was duly so reregistered.

(6)Where a company is re-registered in pursuance of this section, a person who, at the time when the application for it to be re-registered was lodged, was a past member of the company and did not thereafter again become a member thereof shall not, in the event of the company's being wound up, be liable to contribute to the assets of the company more than he would have been liable to contribute thereto had it not been so re-registered.

(7)For the purposes of this section—

(a)subscription to a form of assent by the legal personal representative of a deceased member of a company shall be deemed to be subscription by him ;

(b)a trustee in bankruptcy of a person who is a member of a company shall, to the exclusion of that person, be deemed to be a member of the company.

(8)In this section, " prescribed " means prescribed by regulations made by the Board of Trade by statutory instrument.

44Unlimited companies may be re-registered as limited.

(1)A company which, at the coming into operation of this section, is registered as unlimited or thereafter is so registered (otherwise than by virtue of the last foregoing section) may be re-registered under the principal Act as limited if a special resolution that it should be so re-registered (complying with the requirement of the next following subsection) is passed and an application in that behalf, framed in the prescribed form and signed by a director or by the secretary of the company, is lodged with the registrar of companies in England or Scotland (according as the registered office of the company is situate in England or Scotland) together with the documents mentioned in subsection (3) of this section not earlier than the day on which the copy of the resolution forwarded to him in pursuance of section 143 of the principal Act is received by him.

(2)The said requirement is that the resolution—

(a)must state the manner in which the liability of the members of the company is to be limited and, if the company is to have a share capital, what that capital is to be; and

(b)must—

(i)if the company is to be limited by guarantee, provide for the making of such alterations in its memorandum and such alterations in and additions to its articles as are requisite to bring the memorandum and articles, both in substance and in form, into conformity with the requirements of the principal Act with respect to the substance and form of the memorandum and articles of a company to be formed thereunder whose condition as to mode of limitation of liability and possession of a share capital (or want of it) will be similar to the condition of the company as to those matters which will obtain upon its re-registration ;

(ii)if the company is to be limited by shares, provide for the making of such alterations in its memorandum as are requisite to bring it, both in substance and in form, into conformity with the requirements of the principal Act with respect to the substance and form of the memorandum of a company to be formed thereunder as a company so limited, and such alterations in and additions to its articles as are requisite in the circumstances.

(3)The documents referred to in subsection (1) above are a printed copy of the memorandum as altered in pursuance of the resolution and a printed copy of the articles as so altered.

(4)The registrar shall retain the application and other documents lodged with him under subsection (1) above and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of this section; and upon the issue of the certificate—

(a)the status of the company shall, by virtue of the issue, be changed from unlimited to limited; and

(b)the alterations in the memorandum specified in the resolution and the alterations in, and additions to, the articles so specified shall, notwithstanding anything in the principal Act, take effect.

(5)A certificate of incorporation issued by virtue of this section shall be conclusive evidence that the requirements of this section with respect to re-registration and of matters precedent and incidental thereto have been complied with, and that the company was authorised to be re-registered under the principal Act in pursuance of this section and was duly so re-registered.

(6)Section 64 of the principal Act (power of unlimited company by resolution for registration as a limited company to provide for reserve share capital) shall have effect as if, for the reference to its resolution for registration as a limited company in pursuance of that Act, there were substituted a reference to its resolution for registration as a limited company in pursuance of that Act or re-registration as a limited company in pursuance of this section.

(7)In the event of the winding up of a company re-registered in pursuance of this section, the following provisions shall have effect:—

(a)notwithstanding paragraph (a) of subsection (1) of section 212 of the principal Act (which section relates to the liability as contributories of past and present members), a past member of the company who was a member thereof at the time of re-registration shall, if the winding up commences within the period of three years beginning with the day on which the company is re-registered, be liable to contribute to the assets of the company in respect of debts and liabilities of its contracted before that time;

(b)where no persons who were members of the company at that time are existing members of the company, a person who, at that time, was a present or past member thereof shall, subject to the said paragraph (a) and to the foregoing paragraph, but notwithstanding paragraph (c) of the said subsection (1), be liable to contribute as aforesaid notwithstanding that the existing members have satisfied the contributions required to be made by them in pursuance of the principal Act;

(c)notwithstanding paragraphs (d) and (e) of the said subsection (1), there shall be no limit on the amount which a person who, at that time, was a past or present member of the company is liable to contribute as aforesaid.

(8)In section 112 of the [1891 c. 39.] Stamp Act 1891 (which charges a duty on the capital of limited liability companies), the first reference to a company to be registered with limited liability shall be construed as including a reference to a company to be re-registered in pursuance of this section with such liability.

(9)In this section, " prescribed " means prescribed by regulations made by the Board of Trade by statutory instrument.

45Cesser of section 16 of the principal Act.

No company shall register or re-register in pursuance of section 16(1) of the principal Act after the time at which this section comes into operation except upon an application in that behalf made before that time.

Miscellaneous Amendments

46Power of Board of Trade to require company to abandon misleading name.

(1)If, in the opinion of the Board of Trade, the name by which a company is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, they may direct it to change its name.

(2)A direction given under this section to a company must, if not duly made the subject of an application under the next following subsection to the court, be complied with within a period of six weeks from the date of the direction or such longer period as the Board of Trade may think fit to allow.

(3)A company to which a direction is given under this section may, within a period of three weeks from the date of the direction, apply to the court to set the direction aside, and the court may set it aside or confirm it; and, if it confirms it, it shall specify a period within which it must be complied with.

(4)If a company makes default in complying with a direction under this section, it shall be liable to a fine not exceeding £5 for every day during which the default continues.

(5)Subsections (3) and (4) of section 18 of the principal Act (consequences of change of name under that section) shall have effect as if references therein to that section included references to this section.

47Exception, in certain cases, of unlimited companies from requirements of section 127 of the principal Act.

(1)An unlimited company shall be excepted from the requirements imposed by section 127 of the principal Act (documents to be annexed to annual return) if, but only if.—

(a)at no time during the period to which the return relates has it been, to its knowledge, the subsidiary of a company that was then limited and at no such time, to its knowledge, have there been held or exercisable by or on behalf of two or more companies that were then limited, shares or powers which, had they been held or exercisable by one of them, would have made the company its subsidiary ;

(b)at no such time has it been the holding company of a company that was then limited ; and

(c)at no such time has it been carrying on business as the promoter of a trading stamp scheme within the meaning of the [1964 c. 71.] Trading Stamps Act 1964.

(2)References in this section to a company that was limited at a particular time shall be construed as referring to a body corporate (whether incorporated under the law in force in Great Britain or the law in force elsewhere) the liability of whose members was at that time limited.

48Fees.

(1)For references in section 425 of, and Schedule 14 to, the principal Act to Schedule 12 to that Act there shall be substituted references to Schedule 3 to this Act.

(2)The Board of Trade may by regulations made by statutory instrument alter the said Schedule 3 so as to increase or decrease the amount of a fee payable to the registrar, and any reference in the principal Act to that Schedule shall be construed as a reference to that Schedule with any alterations made by regulations for the time being in force under this subsection.

(3)No regulations shall be made under the last foregoing subsection increasing a fee unless a draft of the instrument containing the regulations has been laid before Parliament and has been approved by resolution of each House of Parliament.

(4)A statutory instrument containing regulations made under subsection (2) of this section none of which increases a fee shall be subject to annulment in pursuance of a resolution of either House of Parliament.

49Summary proceedings.

(1)All offences under the principal Act or this Part of this Act made punishable by fine alone shall be triable summarily.

(2)Summary proceedings for any offence under the principal Act or this Part of this Act may (without prejudice to any jurisdiction exercisable apart from this subsection) be taken against a body corporate at any place at which the body has a place of business, and against any other person at any place at which he is for the time being.

(3)Notwithstanding anything in section 104 of the [1952 c. 55.] Magistrates' Courts Act 1952, an information relating to an offence under the principal Act or this Part of this Act which is triable by a magistrates' court in England and Wales may be so tried if it is laid at any time within three years after the commission of the offence and within twelve months after the date on which evidence sufficient in the opinion of the Director of Public Prosecutions or the Board of Trade, as the case may be, to justify the proceedings comes to his or their knowledge.

(4)Summary proceedings in Scotland for an offence under the principal Act or this Part of this Act shall not be commenced after the expiration of three years from the commission of the offence, but, subject to the foregoing limitation and notwithstanding anything in section 23 of the [1954 c. 48.] Summary Jurisdiction (Scotland) Act 1954, such proceedings may be commenced at any time within twelve months after the date on which evidence sufficient in the opinion of the Lord Advocate to justify the proceedings comes to his knowledge or, where such evidence was reported to him by the Board of Trade, within twelve months after the date on which it came to their knowledge; and subsection (2) of the said section 23 shall apply for the purpose of this subsection as it applies for the purpose of that section.

(5)For the purposes of this section, a certificate of the Director of Public Prosecutions, the Lord Advocate or the Board of Trade, as the case may be, as to the date on which such evidence as aforesaid came to his or their knowledge shall be conclusive evidence.

(6)The foregoing provisions of this section shall have effect in place of section 442 of the principal Act and that section shall, accordingly, cease to have effect.

(7)In relation to offences committed before the coming into operation of this section, neither subsection (3) nor (4) thereof shall apply if the time allowed for taking proceedings under the Act therein mentioned had already expired before this section comes into operation.

50Admissibility in evidence of certain matter.

An answer given by a person to a question put to him in exercise of powers conferred by—

(a)section 167 of the principal Act (as originally enacted or as applied by section 172 of that Act or section 32 of this Act); or

(b)general rules made under section 365(1) of the principal Act for carrying into effect the objects of that Act so far as relates to the winding up of companies;

may be used in evidence against him, and a statement required by section 235 of the principal Act (statement of company's affairs to be made to official receiver) may be used in evidence against any person making or concurring in making it.

51Exemption from obligation to print certain resolutions and agreements.

(1)Notwithstanding anything in subsection (2) of section 63 of the principal Act, no company need forward to the registrar of companies a printed copy of a resolution authorising an increase of its share capital, if instead it forwards a copy in some other form approved by the registrar.

(2)Notwithstanding anything in subsection (1) of section 143. of the principal Act, no company need forward to the registrar of companies a printed copy of a resolution or agreement to which that section applies, if instead it forwards a copy in some other form approved by the registrar.

52Increase of maximum charges for copies of registers of debenture holders, debenture trust deeds and registers of members.

(1)Section 87 of the principal Act shall be amended as follows:—

(a)in subsection (2) (which entitles any person to a copy of the register of holders of debentures of a company or any part thereof on payment of sixpence for every hundred words required to be copied), for the words " on payment of sixpence for every hundred words required to be copied " there shall be substituted the words " on payment of two shillings, or such less sum as may be prescribed by the company, for every hundred words or fractional part thereof required to be copied "; and

(b)in subsection (3) (which entitles a holder of debentures of a company to a copy of the trust deed for securing the issue thereof on payment in the case of a printed deed of the sum of one shilling or such less sum as may be prescribed by the company or, where the trust deed has not been printed, on payment of sixpence for every hundred words required to be copied), for the words " one shilling " there shall be substituted the words " four shillings " and, for the words " on payment of sixpence for every hundred words required to be copied ", there shall be substituted the words " on payment of two shillings, or such less sum as may be prescribed by the company, for every hundred words or fractional part thereof required to be copied ".

(2)In section 113(2) of the principal Act (which entitles any person to a copy of, or of any part of, the register of members of a company on payment of sixpence, or such less sum as the company may prescribe, for every hundred words or fractional part thereof required to be copied), for the word " sixpence " there shall be substituted the words " two shillings ".

Supplementary Provisions

53Application of Part I to certain companies not formed under the principal Act.

(1)Part VII of the principal Act (which relates to companies formed or registered under the former Acts therein mentioned) and section 394 (which relates to companies not formed under that Act but registering thereunder) shall apply for the purpose of the application of the provisions of this Part of this Act to such companies as aforesaid as they apply for the purpose of the application thereto of the provisions of the principal Act.

(2)In section 379 of the principal Act (which is included in the said Part VII), for the reference to an unlimited company registered in pursuance of that Act as a limited company there shall be substituted a reference to an unlimited company registered in pursuance of that Act as a limited company or re-registered in pursuance of this Part of this Act as a limited company.

54Application of certain provisions of Part I to unregistered companies.

Section 435 of, and Schedule 14 to, the principal Act (which provide for the application of certain provisions of that Act to unregistered companies) shall have effect as if sections 3 to 8 (both inclusive), 10, 11, 12(1), 13 to 23 (both inclusive), 35, 37, 41, 47 and 49 of this Act were provisions of that Act, and—

(a)in the case of sections 3 to 8 (both inclusive), 10, 11 and 13 to 23 (both inclusive), were included amongst the sections of that Act specified in that Schedule which relate to accounts and audit;

(b)in the case of sections 35, 37 and 41, were included amongst the sections of that Act so specified which relate to investigations;

(c)in the case of sections 12(1) and 49, were included amongst the sections of that Act so specified which relate to registration of documents, enforcement and other supplementary matters;

(d)in the case Of section 47, were included amongst the sections of that Act so specified which relate to annual return ;

and the reference in the last entry in column 3 of that Schedule to provisions applied by virtue of the foregoing entries in that Schedule shall be construed accordingly.

55Construction of references to enactments contained in the principal Act.

Any reference in the principal Act or in any other Act passed before this Act to an enactment contained in the principal Act which is amended by this Part of this Act shall, unless the context otherwise requires, be construed as referring to that enactment as so amended.

56Interpretation of Part I, and application of provisions of the principal Act.

(1)Except where the context otherwise requires—

(a)any reference in this Part of this Act to an enactment contained in the principal Act shall be taken as referring to that enactment as amended by or under any subsequent enactment, including this Part of this Act; and

(b)any expression to which a meaning is assigned by the principal Act for the purposes of that Act has that meaning also for the purposes of this Part of this Act.

(2)For the purposes of this Part of this Act, except where the context otherwise requires.—

(a)any reference to a balance sheet or profit and loss account shall include any note thereon or document annexed thereto giving information which is required by the principal Act or this Part of this Act and is thereby allowed to be so given, and

(b)any reference to a profit and loss account shall be taken, in the case of a company not trading for profit, as a reference to its income and expenditure account, and references to profit or to loss and, if the company has subsidiaries, to a consolidated profit and loss account shall be construed accordingly;

and in subsection (3) of section 147 of the principal Act, the first reference to that Act shall include a reference to this Act, and in that subsection and in section 149(7) of the principal Act, for the references to information which is required by that Act there shall be substituted references to information which is required by that Act or this Part of this Act.

(3)A person shall not be deemed to be within the meaning of any provision of this Part of this Act a person in accordance with whose directions or instructions the directors of a company are accustomed to act by reason only that the directors of the company act on advice given by him in a professional capacity.

(4)References in this Part of this Act to a body corporate shall be construed as not including a corporation sole or a Scottish firm but as including a company incorporated outside Great Britain.

(5)Where a reference to a number of shares occurs in this Part of this Act in a context which admits of the reference to shares being construed as including stock, the expression " number " shall be construed as including amount.

(6)In the provisions of the principal Act specified in Schedule 4 to this Act references to that Act shall include references to this Part of this Act, except so far as the context excludes such a construction.

(7)Except where the context otherwise requires, references in this Part of this Act to this Part of this Act include references to Schedules 1 to 4 (both inclusive) to this Act.

57Commencement of, and exercise of powers to make regulations under, certain provisions of Part I.

(1)The following provisions shall have effect with respect to the coming into operation of the enactments therein mentioned, that is to say:—

(a)sections 25 to 34 (both inclusive), 43, 44, 45 and 48 of this Act and Schedule 3 thereto shall come into operation at the expiration of the period of three months beginning with the day on which this Act is passed;

(b)sections 2 to 16 (both inclusive) and 18 to 24 (both inclusive) of this Act and Schedules 1 and 2 thereto shall come into operation at the expiration of the period of six months beginning with that day;

(c)section 17 of this Act shall come into operation at the expiration of the period of twelve months beginning with that day.

(2)Without prejudice to section 37 of the [1889 c. 63.] Interpretation Act 1889 (which relates to the exercise of statutory powers between the passing and commencement of an Act), forms may be prescribed under sections 43 and 44 of this Act at any time after the passing of this Act but so that any instrument by which they are prescribed shall not come into operation before the coming into operation of those sections.

PART IIAmendments of Law with respect to Insurance Companies

Meaning of " the principal Act " for Purposes of Part II

58Meaning of " the principal Act " for purposes of Part II.

In this Part of this Act, " the principal Act " means the [1958 c. 72.] Insurance Companies Act 1958.

Control of Entry into insurance Business and of its general Conduct

59Classes of insurance business relevant for purposes of Part II, and definitions thereof.

(1)The classes of insurance business relevant for the purposes of this Part of this Act are industrial assurance business, liability insurance business, marine, aviation and transport insurance business, motor vehicle insurance business, ordinary long-term insurance business, pecuniary loss insurance business, personal accident insurance business and property insurance business.

(2)In this Part of this Act, " industrial assurance business " has the meaning assigned to it by section 1(2) of the [1923 c. 8.] Industrial Assurance Act 1923.

(3)In this Part of this Act, " liability insurance business " means the business of effecting and carrying out contracts of insurance against risks of the persons insured incurring liabilities to third parties, not being risks arising out of, or in connection with the use of, motor vehicles or out of, or in connection with the use of, vessels or aircraft or risks incidental to the construction, repair or docking of vessels or aircraft.

(4)In this Part of this Act, " marine, aviation and transport insurance business " means the business of effecting and carrying out contracts of insurance—

(a)upon vessels or aircraft, or upon the machinery, tackle, furniture or equipment of vessels or aircraft;

(b)upon goods, merchandise or property of any description whatever on board of vessels or aircraft;

(c)upon the freight of, or any other interest in or relating to, vessels or aircraft;

(d)against damage arising out of, or in connection with, the use of vessels or aircraft, including third-party risks ;

(e)against risks incidental to the construction, repair or docking of vessels, including third-party risks;

(f)against transit risks (whether the transit is by sea, inland water, land or air, or partly one and partly another), including risks incidental to the transit insured from the commencement of the transit to the ultimate destination covered by the insurance ; or

(g)against any other risks insurance against which is customarily undertaken in conjunction with, or as incidental to, the undertaking of such business as falls within this definition by virtue of any of the foregoing paragraphs.

(5)In this Part of this Act, " motor vehicle insurance business " means the business of effecting and carrying out contracts of insurance against loss of, or damage to, or arising out of or in connection with the use of, motor vehicles, inclusive of third-party risks but exclusive of transit risks.

(6)In this Part of this Act " ordinary long-term insurance business " means business of any of the following kinds, namely.—

(a)effecting and carrying out contracts of insurance on human life or contracts to pay annuities on human life ;

(b)effecting and carrying out contracts of insurance against risks of the persons insured sustaining injury as the result of an accident or of an accident of a specified class or dying as the result of an accident or of an accident of a specified class or becoming incapacitated in consequence of disease or of disease of a specified class, being contracts that are expressed to be in effect for a period of not less than five years or without limit of time and either are not expressed to be terminable by the insurer before the expiration of five years from the taking effect thereof or are expressed to be so terminable before the expiration of that period only in special circumstances therein mentioned; and

(c)effecting and carrying out contracts of insurance, whether effected by the issue of policies, bonds or endowment certificates or otherwise, whereby, in return for one or more premiums paid to the insurer, a sum or a series of sums is to become payable to the insured in the future, not being such contracts as fall within either of the foregoing paragraphs;

but does not include industrial assurance business.

(7)In this Part of this Act, " pecuniary loss insurance business " means the business of effecting and carrying out contracts of insurance against any of the following risks, namely.—

(a)risks of loss to the persons insured arising from the insolvency of debtors of theirs or from the failure (otherwise than through insolvency) of debtors of theirs to pay their debts when due;

(b)risks of loss to the persons insured arising from their having to perform contracts of guarantee entered into by them;

(c)risks of loss to the persons insured attributable to interruptions of the carrying on of business carried on by them or to reductions of the scope of businesses so carried on;

(d)risks of loss to the persons insured attributable to their incurring unforeseen expense; and

(e)risks neither falling within any of the foregoing paragraphs nor being of a kind such that the carrying on of the business of effecting and carrying out contracts of insurance against them constitutes the carrying on of insurance business of some other class.

(8)In this Part of this Act, " personal accident insurance business " means the business of effecting and carrying out contracts of insurance against risks of the persons insured sustaining injury as the result of an accident or of an accident of a specified class or dying as the result of an accident or of an accident of a specified class or becoming incapacitated in consequence of disease or of disease of a specified class, not being contracts falling within subsection (6)(b) above.

(9)In this Part of this Act, " property insurance business " means the business of effecting and carrying out contracts of insurance against risks of loss of, or damage to, material property, not being risks of a kind such that the business of effecting and carrying out contracts of insurance against them constitutes marine, aviation and transport insurance business or motor vehicle insurance business.

60Restriction of carrying on insurance business.

(1)No person shall carry on in Great Britain insurance business of a class relevant for the purposes of this Part of this Act (other than industrial assurance business) except—

(a)a company incorporated, whether under the [1948 c. 38.] Companies Act 1948 or otherwise, which is authorised by or under the following provisions of this Part of this Act to carry on business of that class or a registered society which is so authorised to carry on business of that class;

(b)an unincorporated body of persons which is authorised by or under the said provisions to carry on business of that class, being a body which, immediately before 3rd November 1966, was carrying on in Great Britain insurance business (whether of that class or not);

(c)a body registered under the Acts relating to friendly societies or to trade unions ; or

(d)a member of Lloyd's, or of any other association of underwriters approved for the purposes of this Part of this Act by the Board of Trade.

(2)No person shall carry on in Great Britain industrial assurance business except—

(a)a company incorporated, whether under the Companies Act 1948 or otherwise, which is authorised by or under the following provisions of this Part of this Act to carry on such business or a registered society which is so authorised to carry on such business ; or

(b)a society registered under the [1896 c. 25.] Friendly Societies Act 1896, being a friendly society within the meaning of that Act.

(3)No person shall carry on in the Isle of Man or any of the Channel Islands industrial assurance business except—

(a)a company incorporated, whether under the Companies Act 1948 or otherwise, or a registered society ; or

(b)such a society as falls within paragraph (b) of the last foregoing subsection.

(4)A person who carries on business in contravention of any of the foregoing subsections shall be guilty of an offence and liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both;

(b)on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding £200, or to both.

61Authorisations for purposes of section 60.

(1)In the case of insurance business of each class relevant for the purposes of this Part of this Act (other than industrial assurance business), the following shall, by virtue of this subsection, be authorised to carry it on in Great Britain, namely.—

(a)an incorporated company which, immediately before 3rd November 1966, was carrying it on in Great Britain ;

(b)a registered society which, immediately before that day, was so carrying it on ; and

(c)an unincorporated body of persons which, immediately before that day, was so carrying it on ;

(not being, as the case may be, a company, society or body that was then carrying on business in contravention of section 2(1) of the principal Act) and, in the case of industrial assurance business, the following shall, by virtue of this subsection, be authorised to carry it on in Great Britain, namely, —

(i)an incorporated company which, immediately before 3rd November 1966, was carrying it on in Great Britain; and

(ii)a registered society which, immediately before that day, was so carrying it on ;

(not being, as the case may be, a company or society that was then carrying it on in contravention of the said section 2(1).

(2)Subject to the following provisions of this Part of this Act, the Board of Trade may, in the case of insurance business of each class relevant for the purposes of this Part of this Act (other than industrial assurance business), authorise the following to carry it on in Great Britain, namely.—

(a)an incorporated company ;

(b)a registered society ; and

(c)an unincorporated body which, immediately before 3rd November 1966, was carrying on in Great Britain insurance business (whether of that class or not);

and may, in the case of industrial assurance business, authorise an incorporated company and a registered society to carry it on in Great Britain.

62Provisions for securing initial sufficiency of assets and capital of insurance companies.

(1)The Board of Trade shall not issue under the last foregoing section an authorisation with respect to a company, society or body unless they are satisfied—

(a)in a case in which the company, society or body is, when the authorisation is applied for, carrying on (whether within or outside Great Britain) general business, and has completed its first financial year, that the value of its assets exceeds the amount of its liabilities by the relevant amount;

(b)in any other case, that it has assets whose value amounts (after deduction, if it has liabilities, of the amount thereof) to not less than £50,000 ;

nor shall they so issue an authorisation with respect to a company having a share capital unless the amount paid up thereon is not less than £100,000.

(2)For the purposes of paragraph (a) of the foregoing subsection, the relevant amount, in the case of a company, society or body, is (subject to the next following subsection), in each of the cases set out in column 1 of the following Table, the amount specified in relation to that case in column 2 of that Table.

(3)In the case of a company, society or body whose last preceding financial year was not a period of twelve months (other than one which has not completed its second financial year and whose first financial year was a period of less than twelve months), the last foregoing subsection shall have effect with the substitution, for each number specified in the Table set out at the end thereof (other than 50,000 and 500,000), of one equal to the product derived by multiplying that number by the relevant fraction and, for each fraction so specified, of one equal to the quotient derived by dividing that fraction by the relevant fraction; and for the purposes of this subsection the relevant fraction is that whose numerator is the number of days in the company's, society's or body's last preceding financial year and whose denominator is 365.

(4)Subsection (2) (computation of liabilities and general premium income) of section 13 of the principal Act shall apply for the purposes of this section as it applies for the purposes of that.

(5)This section shall not apply to the issue of an authorisation to a company, society or body in a case in which the Board of Trade are satisfied that the purpose for which the authorisation is sought is to enable the company, society or body to carry on business for the purpose only of insuring persons of a limited class or of insuring persons against risks of a limited category of the class against which insurance cannot, in the absence of the authorisation, lawfully be undertaken by the company, society or body in the course of carrying on business in Great Britain.

63Provisions for securing risks insured are capable of being borne.

The Board of Trade shall not, under section 61 of this Act, authorise a company, society or body to carry on insurance business of any class unless they are satisfied, as regards each class of risks against which, in the course of carrying on business, the company, society or body insures or proposes to insure persons, that adequate arrangements are in force or will be made for the reinsurance of risks of that class against which persons are, or are to be, insured by the company, society or body in the course of carrying on business or that it is justifiable not to make arrangements for that purpose.

64Provisions for preventing unfit persons from being associated with insurance companies.

The Board of Trade shall not issue under section 61 of this Act an authorisation with respect to an incorporated company if it appears to them that—

(a)an officer of the company or of a body corporate of which it is the subsidiary; or

(b)a person who is a person in accordance with whose directions or instructions the directors of the company or of a body corporate of which it is the subsidiary (or any of them) are accustomed to act or who is entitled to exercise, or control the exercise of, one third or more of the voting power at any general meeting of the company or of a body corporate of which it is the subsidiary;

is not a fit and proper person to be associated with the company, nor shall they so issue an authorisation with respect to a registered society or an unincorporated body if it appears to them that an officer of the society or body is not a fit and proper person to be associated therewith.

65Power of Board of Trade to impose requirements with respect to initial conduct of business.

(1)Where the Board of Trade issue under section 61 of this Act an authorisation with respect to a company, society or body, they may, when they issue it, impose on the company, society or body all or any of the following requirements, namely.—

(a)a requirement that the company, society or body shall not make investments of a specified class and shall, before the expiration of a specified period (or such longer period as the Board may allow), realise investments of that class held by it immediately before the requirement is imposed;

(b)a requirement that assets of the company, society or body to a value not less at any time than the amount of its domestic liabilities at that time shall be maintained in the United Kingdom;

(c)a requirement that assets of the company, society or body of a specified description, free from any mortgage or charge and to a value not less at any time than whichever is the greater of the following amounts, that is to say, the amount of a specified proportion of the domestic liabilities of the company, society or body at that time and £50,000, shall be maintained in the United Kingdom and that those assets, or, in the case of any of them to which there are documents of title, those documents, shall be held in the custody of a person approved for the purposes of this section by the Board of Trade ;

(d)a requirement that the company, society or body shall, at specified times or intervals, furnish to the Board information about specified matters, being, if the Board so require, information verified in a specified manner.

(2)A requirement imposed by virtue of paragraph (b) or (c) of the foregoing subsection may either be so framed as to come into effect immediately after the day on which it is imposed or be so framed as to come into effect after the expiration of a specified period (or such longer period as the Board of Trade may allow).

(3)Assets of a company, society or body held in the custody of a person shall be taken to be held by him in compliance with a requirement imposed by virtue of paragraph (c) of subsection (1) above if, but only if, they are assets in whose case the company, society or body has given him written notice that they are to be held by him in compliance with such a requirement or they are assets into which assets in whose case the company, society or body has given him such written notice have, by any transaction or series of transactions, been transposed by him on the instructions of the company, society or body; and documents of title to assets of a company, society or body held in the custody of a person shall be taken to be held by him in compliance with such a requirement if, but only if, they are documents in whose case the company, society or body has given him notice that they are to be held by him in compliance with such a requirement.

(4)A requirement imposed under this section shall continue in force for such period, not extending beyond the expiration of the period of five years beginning with the day on which it is imposed, as the Board may specify when they impose it.

(5)The Board may rescind a requirement imposed under this section if it appears to them that it is no longer necessary for the requirement to continue in force, and may from time to time vary any such requirement (other than one imposed by virtue of paragraph (b) of subsection (1) above).

(6)When the Board impose under subsection (1)(c) of this section a requirement on a company, society or body, or rescind or vary a requirement so imposed, they shall forthwith serve—

(a)except where the requirement is one imposed on a registered society (other than one registered in Northern Ireland), on the registrar of companies ;

(b)in the said excepted case, on the appropriate registrar as defined by section 73(1) of the [1965 c. 12.] Industrial and Provident Societies Act 1965;

written notice stating that fact, and, in the case of a notice of the imposition of a requirement, setting out the terms of the requirement, in the case of a notice of the rescission of a requirement, identifying the requirement, and in the case of a notice of a variation of a requirement, identifying the requirement and setting out the terms of the variation.

(7)A notice served in pursuance of the last foregoing subsection on the registrar of companies shall be open to inspection, and a copy thereof may be procured by any person on payment of such fee as the Board may direct; and every document purporting to be certified by the registrar of companies, or by a person appointed in that behalf by the President of the Board of Trade, to be a copy of such a notice shall be deemed to be a copy of that notice and shall be received in evidence as if it were the original notice, unless some variation between it and the original be proved.

(8)Section 71(1) of the [1965 c. 12.] Industrial and Provident Societies Act 1965 (which empowers the Treasury to make regulations respecting, inter alia, the inspection of documents kept by the appropriate registrar under that Act) shall have effect as if the reference to documents so kept included a reference to notices served in pursuance of subsection (6) above on the appropriate registrar.

(9)In this section, any reference to a domestic liability is a reference to a liability arising under a contract made in the United Kingdom, or under a contract of insurance made elsewhere, being a contract of insurance in whose case, if only one premium is payable thereunder, the premium, or, if more than one premium is payable thereunder, any of the premiums so payable, is payable or has been paid in the United Kingdom; and in computing the amount of any liabilities for the purposes of this section, all contingent and prospective liabilities shall be taken into account, but not liabilities in respect of share capital.

66Provisions relating to assets subject to certain requirements imposed under section 65.

(1)No assets held in the custody of a person in compliance with a requirement imposed by virtue of paragraph (c) of subsection (1) of the last foregoing section, and no documents so held in compliance with a requirement so imposed shall, so long as the requirement is in force, be withdrawn from the custody of that person except with the written consent of the Board of Trade.

(2)If a mortgage or charge is created by a company, society or body at a time when there is in force a requirement imposed on the company, society or body by virtue of paragraph (c) of subsection (1) of the last foregoing section, being a mortgage or charge conferring a security on any assets which are held in the custody of a person in compliance with the requirement or on any assets documents of title to which are so held in compliance with the requirement, the mortgage or charge shall, to the extent that it confers such a security, be void against the liquidator and any creditor of the company, society or body.

67Power to impose restrictions on company benefiting by virtue of section 62(5).

(1)An authorisation under section 61 of this Act in whose case section 62 of this Act does not apply to the issue thereof may contain provision imposing on the company, society or body with respect to which it is issued either or both of the following obligations, namely.—

(a)to refrain, in the course of carrying on business of the class to which the authorisation relates, from insuring persons other than of a specified class; and

(b)to refrain, as aforesaid, from insuring persons against risks other than of a specified class.

(2)An obligation binding on a company, society or body by virtue of the foregoing subsection may be discharged by the Board of Trade if it appears to them to be no longer necessary for the obligation to continue in force or may be varied at any time by them.

68Power of Board of Trade to restrict conduct of insurance business, and effect of exercise of that power.

(1)The Board of Trade may, in the case of an insurance company to which the principal Act applies, direct that, as regards each class of business relevant for the purposes of this Part of this Act that it is by or under section 61 of this Act authorised to carry on, it shall, in carrying on business of that class, be subject to the restriction appropriate to the carrying on of business of that class if—

(a)it appears to the Board that the company has failed to satisfy an obligation to which it is subject by virtue of the principal Act or this Part of this Act;

(b)in a case in which the company is carrying on general business, the Board are not satisfied that it is not, by virtue of section 13(1) of the principal Act, to be deemed, for the purposes of section 222 of the [1948 c. 38.] Companies Act 1948, to be unable to pay its debts and, in a case in which it is not carrying on such business, they are not satisfied that the value of its assets exceeds the amount of its liabilities (including all prospective and contingent ones, but excluding those in respect of share capital);

(c)the Board are not satisfied, as regards a class of risks against which the company insures persons (not being one in the case of which, in the opinion of the Board, it is justifiable for there not to be in force arrangements for the reinsurance of risks of that class against which persons are insured by the company in the course of carrying on business), that adequate arrangements are in force for that purpose ; or

(d)there exists a ground on which the Board would, by section 64 of this Act, be prohibited from issuing, under section 61 of this Act, an authorisation with respect to the company if it were applied for.

(2)The Board of Trade may, in the case of an insurance company to which the principal Act applies, direct that, as regards a class of business relevant for the purposes of this Part of this Act that it is, under section 61(2) of this Act, authorised to carry on, it shall, in carrying on business of that class be subject to the restriction appropriate to the carrying on of business of that class, if it appears to the Board that the company furnished to the Board, when seeking authorisation under that section for the carrying on of business of that class, misleading or inaccurate information.

(3)Before exercising, with respect to a company, the power conferred by subsection (1) or (2) above, the Board shall serve on the company a written notice stating that they are considering exercising the power (specifying it) and.—

(a)where the power in question is that conferred by subsection (1), specifying the ground on which they are considering exercising it and, if the ground is that specified in paragraph (a), (c) or (d) of that subsection, giving particulars thereof;

(b)where the power in question is that conferred by subsection (2), giving particulars of the ground on which they are considering exercising it;

and inviting the company to make to the Board, within the period of one month from the date of the service of the notice, any representations that it desires to make with respect to the proposed exercise of the power; and the Board may exercise the power after the expiration of the said period, but before deciding whether or not to do so, shall take into consideration any representations so made by the company and, if it so requests, afford it an opportunity of being heard by the Board within that period.

(4)For the purposes of this section.—

(a)the restriction appropriate to the carrying on by an insurance company of industrial assurance business is that the company shall not effect a contract of insurance on human life or a contract to pay an annuity on human life;

(b)the restriction appropriate to the carrying on by an insurance company of liability insurance business is that the company shall not effect or vary any such contract of insurance as is mentioned in subsection (3) of section 59 of this Act;

(c)the restriction appropriate to the carrying on by an insurance company of marine, aviation and transport insurance business is that the company shall not enter into or vary any such contract as is mentioned in subsection (4) of that section ;

(d)the restriction appropriate to the carrying on by an insurance company of motor vehicle insurance business is that the company shall not enter into or vary any such contract as is mentioned in subsection (5) of that section;

(e)the restriction appropriate to the carrying on by an insurance company of ordinary long-term insurance business is that the company shall not effect a contract of insurance on human life or a contract to pay an annuity on human life or any such contract as is mentioned in paragraph (b) or (c) of subsection (6) of that section;

(f)the restriction appropriate to the carrying on by an insurance company of pecuniary loss insurance business is that the company shall not enter into or vary any such contract as is mentioned in subsection (7) of that section;

(g)the restriction appropriate to the carrying on by an insurance company of personal accident insurance business is that the company shall not enter into or vary any such contract as falls within subsection (8) of that section; and

(h)the restriction appropriate to the carrying on by an insurance company of property insurance business is that the company shall not enter into or vary any such contract as is mentioned in subsection (9) of that section.

(5)An insurance company which contravenes a restriction to which it is subject by virtue of subsection (1) or (2) above shall be guilty of an offence and liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both;

(b)on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding £200, or to both.

(6)A direction given under this section by the Board of Trade may be withdrawn by them if it appears to them to be no longer necessary for the restriction subsisting by virtue thereof to continue in force.

(7)Notice of the giving under this section of a direction and of the withdrawal of a direction so given shall be published by the Board of Trade in the London and Edinburgh Gazettes and in such other ways as appear to them expedient for informing the public.

(8)Any notice to be served under this section on a person may be served by post, and a letter containing the notice shall be deemed to be properly addressed if it is addressed to that person at his last known residence or last known place of business in Great Britain.

69Power of Board of Trade to revoke authorisation for purposes of section 60 on company's ceasing to carry on business.

(1)Authorisation to a company, society or body, either under subsection (1) of section 61 of this Act or under subsection (2) of that section, to carry on in Great Britain insurance business of a class relevant for the purposes of this Part of this Act may be revoked by the Board of Trade if the company, society or body ceases to carry on in Great Britain such business of that class, and authorisation to a company, society or body under the said subsection (2) to carry on in Great Britain such business of a class so relevant may be so revoked if the company, society or body does not, before the expiration of twelve months beginning with the day next following that on which the authorisation is issued, commence to carry on in Great Britain such business of that class.

(2)The revocation, under the foregoing subsection, of authorisation to carry on in Great Britain insurance business of a class shall be without prejudice to a subsequent issue, under section 61(2) of this Act, of authorisation to carry on in Great Britain such business of that class.

Alteration of Scope of the principal Act

70Alteration of scope of the principal Act.

(1)Subsection (1) of section 1 of the principal Act (which provides that, with certain exceptions, that Act shall apply to all insurance companies which carry on within Great Britain insurance business of all or any of the classes specified in that subsection) shall have effect with the omission of the words from " of all or any of the following classes " to the end of the subsection.

(2)In consequence of the foregoing subsection and of the classification of insurance business effected by section 59 of this Act, the provisions of the principal Act specified in column 1 of Schedule 5 to this Act shall have effect subject to the amendments respectively specified in relation thereto in column 2 of that Schedule; and, for the purposes of those provisions, as amended by that Schedule, the expression " ordinary long-term insurance business " shall have the meaning assigned to it by section 59(6) of this Act.

(3)Subsection (3) of the said section 1 (which requires certain companies carrying on insurance business outside Great Britain to be treated for the purposes of that Act as if they were carrying on such business in Great Britain) shall cease to have effect.

Accounts, business Statements and cognate Matters

71Substitution of new provisions for those of section 4 (annual accounts and balance sheets) of the principal Act.

(1)For section 4 (preparation of annual accounts and balance sheets) of the principal Act, there shall be substituted the following section:—

“4(1)Every insurance company to which this Act applies shall, with respect to each financial year of the company, prepare a revenue account for the year, a balance sheet as at the end of the year and a profit and loss account for the year or, in the case of a company not trading for profit, an income and expenditure account for the year.

(2)The contents of the documents required by the foregoing subsection to be prepared shall be such as may be prescribed, but regulations may provide for enabling information required to be given by such documents to be given instead in a note thereon or statement or report annexed thereto or may require there to be given in such a note, statement or report such information in addition to that given in the documents as may be prescribed.

(3)Regulations may, as respects such matters stated in such documents as aforesaid or in statements or reports annexed thereto as may be prescribed, require there to be given by such persons as may be prescribed and to be annexed to the documents certificates of such matters as may be prescribed.

(4)If a form is prescribed for any such document as aforesaid or as that in which information authorised or required to be given in a statement or report annexed to any such document is to be given or for a certificate to be so annexed, the document shall be prepared, the information shall be given or, as the case may be, the certificate shall be framed, in that form.

(5)The Board of Trade may, on the application or with the consent of an insurance company, modify, in relation to that company, any of the requirements imposed by or by virtue of the foregoing provisions of this section for the purpose of adapting them to the circumstances of the company”.

(2)For the purposes of section 8 (deposit of accounts, &c, with Board of Trade) of the principal Act, any reference to an account or balance sheet shall include any statement or report annexed thereto giving information authorised or required by virtue of section 4(2) of that Act to be so given and any certificate so annexed by virtue of section 4(3) of that Act.

(3)In section 34(5) (power to alter forms) of the principal Act the reference to any form prescribed by regulations made by the Board of Trade under that Act shall not include a form so prescribed by virtue of section 4 of that Act.

(4)In so far as any regulation made under section 4 of the principal Act as originally enacted could have been made under the section substituted therefor by this section, it shall not be invalidated by the substitution but shall have effect as if it had been made under the section so substituted.

72Substitution of new provisions for those of section 9 (audit of accounts) of the principal Act.

(1)For section 9 (audit of accounts) of the principal Act there shall be substituted the following section:—

“9(1)The accounts and balance sheets of every insurance company to which this Act applies shall be audited in the prescribed manner by a person of the prescribed description, and regulations made for the purposes of this section may apply to such companies the provisions of the Companies Acts 1948 to 1967 relating to audit, subject to such adaptations and modifications as may appear necessary or expedient.

(2)In the foregoing subsection, the reference to accounts and balance sheets shall include any statement or report annexed thereto giving information authorised or required by virtue of section 4(2) of this Act to be given in a statement or report so annexed”.

(2)The proviso to subsection (3) of section 34 of the principal Act (which excepts regulations made under the said section 9 from the requirement of that subsection that a statutory instrument containing regulations under that Act shall be subject to annulment in pursuance of a resolution of either House of Parliament) shall not apply to regulations made under the section substituted for the said section 9 by this section.

(3)In so far as any regulation made under section 9 of the principal Act as originally enacted could have been made under the section substituted therefor by this section, it shall not be invalidated by the substitution but shall have effect as if it had been made under the section so substituted.

73Powers of Board of Trade and Industrial Assurance Commissioner to alter insurance companies' financial years.

(1)The appropriate authority may extend or shorten, for the purposes of the principal Act, the duration of any financial year of an insurance company to which that Act applies.

(2)In this section, " appropriate authority ", in relation to a company, means—

(a)except in the case of a company which carries on in Great Britain no insurance business other than industrial assurance business, the Board of Trade; and

(b)in the said excepted case, the Industrial Assurance Commissioner.

74Statements of business by insurance companies.

For section 7 of the principal Act (which requires a company carrying on accident insurance business to prepare annually in the prescribed form a statement of that business), there shall be substituted the following section:—

“7(1)Classes of insurance business may be prescribed for the purposes of this section, and every insurance company to which this Act applies that carries on such business of a prescribed class shall annually prepare the prescribed statement of business of that class, being, if a form is prescribed for the statement, a statement in the prescribed form.

(2)The Board of Trade may, on the application or with the consent of an insurance company, modify, in relation to that company, the requirements of the foregoing subsection for the purpose of adapting them to the circumstances of the company”.

75Signing of accounts, of insurance companies.

(1)Section 8(1) of the principal Act (which requires the deposit at the Board of Trade of four copies of an insurance company's accounts, &c, of which one shall be signed by the chairman and two directors of the company and by the principal officer of the company and, if the company has a managing director, by the managing director) shall have effect with the substitution, for the words from " signed by the chairman " to " the managing director ", of the words " signed by the secretary or manager, if any, and where there are more than two directors of the company by at least two of those directors, and where there are not more than two directors by all the directors ".

(2)This section shall come into operation at the expiration of the period of three months beginning with the day on which this Act is passed.

76Powers of Board of Trade and Industrial Assurance Commissioner to permit withholding from public of information harmful to insurance companies' businesses.

(1)If, in the opinion of the appropriate authority, the disclosure of information contained in a statement or report annexed to a document prepared in pursuance of section 4(1) of the principal Act by an insurance company or in a statement prepared in pursuance of section 7 of that Act by such a company would be harmful to the business of the company or of any of its subsidiaries, that authority may dispense the company from complying with the obligation imposed by section 8(6) of that Act to forward a copy of the document containing the information to a shareholder or policy holder who applies for it.

(2)A dispensation granted under the foregoing subsection with reference to a document shall operate to render inapplicable thereto so much of section 30(1) of the principal Act as lays open to inspection by any person the document or a certified copy thereof and entitles any person to procure copies of the document or of a certified copy thereof.

(3)In this section, " appropriate authority ", in relation to a document, means—

(a)except in the case of a document relating only to industrial assurance business, the Board of Trade ; and

(b)in the said excepted case, the Industrial Assurance Commissioner.

77Additional copy of accounts, to be deposited by industrial or provident society.

(1)A registered society (other than one registered in Northern Ireland) shall, in addition to depositing with the Board of Trade (as required by subsection (1) of section 8 of the principal Act) four copies of each account, balance sheet, extract, statement or report required by that Act, deposit, within the time limited by virtue of that subsection for depositing them, a copy with the appropriate registrar, being a copy signed by the like persons as those by whom the copies deposited under that section are required to be signed.

(2)Subsection (3) of the said section 8 (deposit with every revenue account and balance sheet of a company of any report on the affairs of the company submitted to its shareholders or policy holders in respect of the financial year to which the account and balance sheet relate) shall have effect in relation to the deposit by virtue of this section of accounts and balance sheets as it has effect in relation to the deposit by virtue of that section of accounts and balance sheets.

(3)Section 71(1) of the [1965 c. 12.] Industrial and Provident Societies Act 1965 shall have effect as if the reference to documents kept by the appropriate registrar under that Act included a reference to documents deposited in pursuance of this section.

(4)In this section, " appropriate registrar " has the meaning assigned to it by section 73(1) of the [1965 c. 12.] Industrial and Provident Societies Act 1965.

Actuarial Valuations

78Reduction of maximum intervals between actuarial valuations required by section 5 of the principal Act.

As from the expiration of the period of two years beginning with the day on which this Act is passed, section 5(1)(a) of the principal Act (which, as amended by this Act, imposes on an insurance company to which that Act applies which carries on industrial assurance business or ordinary long-term insurance business the requirement that it shall, once in every five years or at such shorter intervals as may be prescribed by the deed of settlement of the company, or by its regulations or byelaws, cause an investigation to be made into its financial condition, including a valuation of its liabilities, by an actuary) shall have effect with the substitution, for the reference to five years, of a reference to three years.

Insolvency and Winding up

79Margin of solvency for general business.

(1)For subsection (1) of section 13 (margin of solvency) of the principal Act, there shall be substituted the following subsection:—

“(1)An insurance company to which this Act applies, being a company which carries on (whether within or outside Great Britain) general business, shall be deemed for the purposes of section two hundred and twenty-two of the [1948 c. 38.] Companies Act 1948 (which authorises the court to wind up a company unable to pay its debts), to be unable to pay its debts if, at any time in its first financial year, the value of its assets does not exceed the amount of its liabilities by £50,000, or if, at any time after the expiration of that year, the value of its assets does not exceed the amount of its liabilities by the amount which is the relevant amount for the purposes of section 62(1)(a) of the Companies Act 1967 ; and the provisions of this Act as to winding up shall have effect accordingly”.

(2)Subject to the provisions of the following subsection, the Board of Trade may, at any time before the expiration of the period of two years beginning with the day on which this Act is passed, direct that, until the expiration of such period (expiring not later than the expiration of the period aforesaid) as may be specified in the direction, the subsection substituted by the foregoing subsection shall, in its application to an insurance company so specified, being one which, immediately before the passing of this Act, was carrying on (whether within or outside Great Britain) business which then constituted general business for the purposes of the principal Act, have effect subject to such relaxative modifications as may be so specified.

(3)The power conferred by the last foregoing subsection on the Board of Trade shall not be exercisable in relation to a company so long as a petition to wind it up is before the court.

80Provision for securing that a company's solvency is maintained.

(1)If it appears to the appropriate authority that the business of an insurance company to which the principal Act applies is being so conducted that there is a risk of the company's becoming insolvent, that authority may impose on the company all or any of the following requirements, namely:—

(a)a requirement that the company shall not make investments of a specified class and shall, before the expiration of a specified period (or such longer period as the appropriate authority may allow), realise investments of that class held by it immediately before the requirement is imposed;

(b)a requirement that assets of the company to a value not less at any time than the amount of its domestic liabilities at that time shall be maintained in the United Kingdom;

(c)a requirement that assets of the company of a specified description, free from any mortgage or charge and to a value not less at any time than whichever is the greater of the following amounts, that is to say, the amount of a specified proportion of the domestic liabilities of the company, society or body at that time and £50,000, shall be maintained in the United Kingdom and that those assets, or, in the case of any of them to which there are documents of title, those documents, shall be held in the custody of a person approved for the purposes of this section by the appropriate authority ;

(d)a requirement that the company shall take all such steps as are requisite to secure that the aggregate of the premiums to be received by it in consideration of the undertaking by it, during a specified period beginning not earlier than twenty-eight clear days after the requirement is imposed, of liabilities in the course of carrying on business of a specified class (being one of the classes relevant for the purposes of this Part of this Act) shall not exceed a specified amount;

(e)a requirement that the company shall, at specified times or intervals, furnish to the appropriate authority information about specified matters, being, if that authority so require, information verified in a specified manner.

(2)Subsections (2) and (3) of section 65 of this Act shall have effect for the purposes of this section subject to the modifications that, in the said subsection (2), for the reference to paragraph (b) or (c) of section 65(1), there shall be substituted a reference to paragraph (b) or (c) of subsection (1) of this section, and, for the reference to the Board of Trade, there shall be substituted a reference to the appropriate authority, and, in the said subsection (3), for the reference to paragraph (c) of section 65(1), there shall be substituted a reference to paragraph (c) of subsection (1) of this section ; and section 66 of this Act shall have effect where a requirement is imposed by virtue of paragraph (c) of subsection (1) above as it does where a requirement is imposed by virtue of paragraph (c) of section 65(1) of this Act, subject to the modifications that, for any reference to paragraph (c) of the said section 65(1), there shall be substituted a reference to paragraph (c) of subsection (1) of this section, and for the reference to the Board of Trade, there shall be substituted a reference to the appropriate authority.

(3)In relation to a company which carries on in Great Britain no insurance business other than industrial assurance business, paragraph (d) of subsection (1) above shall have effect with the substitution, for the words " business of a specified class (being one of the classes relevant for the purposes of this Part of this Act) " , of the words " industrial assurance business ".

(4)A requirement imposed under this section may be rescinded by the appropriate authority if it appears to it that it is no longer necessary for the requirement to continue in force.

(5)When the appropriate authority imposes under subsection (1)(c) of this section a requirement on a company or rescinds a requirement so imposed, it shall forthwith serve—

(a)except where the requirement is one imposed on a registered society (other than one registered in Northern Ireland), on the registrar of companies ;

(b)in the said excepted case, on the appropriate registrar as defined by section 73(1) of the [1965 c. 12.] Industrial and Provident Societies Act 1965;

written notice stating that fact and, in the case of a notice of the imposition of a requirement, setting out the terms of the requirement and, in the case of a notice of the rescission of a requirement, identifying the requirement.

(6)Subsections (7) and (8) of section 65 of this Act shall have effect for the purposes of this section subject to the modification that, for any reference to a notice served in pursuance of subsection (6) of that section, there shall be substituted a reference to a notice served in pursuance of the last foregoing subsection.

(7)In this section, " appropriate authority ", in relation to a company, means—

(a)except in the case of a company which carries on in Great Britain no insurance business other than industrial assurance business, the Board of Trade ; and

(b)in the said excepted case, the Industrial Assurance Commissioner;

and " domestic liabilities " shall be construed in accordance with section 65(9) of this Act.

81Board of Trade's powers to petition for winding up of insurance company.

For subsection (2) of section 15 of the principal Act (which empowers the Board of Trade, with the leave of the court, to present a petition for the winding up, in accordance with the [1948 c. 38.] Companies Act 1948, of an insurance company subject to be Wound up under that Act, on the ground that it is unable to pay its debts or that an investigation under section 14 of the principal Act by an inspector appointed by the Board has been obstructed), there shall be substituted the following subsection:—

“(2)The Board of Trade may present a petition for the winding up, in accordance with the Companies Act 1948, of an insurance company to which this Act applies, being a company which may be wound up by the court under the provisions of the said Act of 1948, on the ground—

(a)that the company is unable to pay its debts within the meaning of sections two hundred and twenty-two and two hundred and twenty-three of the said Act of 1948 ; or

(b)that the company has failed to satisfy an obligation to which it is subject by virtue of section four, five or seven of this Act or that there has, in the case of the company, been a failure to comply with subsection (1), (3), (5) or (6) of section eight of this Act or with section nine of this Act or any provision applied by regulations made for the purposes of that section ; or

(c)that the company, being under the obligation imposed by section one hundred and forty-seven of the said Act of 1948 with respect to the keeping of proper books of account, has failed to satisfy that obligation or to produce books kept in satisfaction of that obligation and that the Board of Trade are unable to ascertain the financial position of the company”.

Obligation to notify Changes in Officers and Control of Company and holding Company

82Obligation of insurance company to notify Board of Trade of changes in officers and control of company and holding company.

(1)Every insurance company to which the principal Act applies which is a body corporate shall, upon a person's becoming or ceasing to be, an officer of the company, or acquiring or relinquishing control of the company, be under obligation to notify the Board of Trade in writing of that fact and of his name, and every insurance company to which the principal Act applies which is not a body corporate shall, upon a person's becoming or ceasing to be, an officer of the company, be under a corresponding obligation.

(2)Every insurance company to which the principal Act applies, being a body corporate which is the subsidiary of another such body, shall upon a person's becoming, or ceasing to be, an officer of, or acquiring or relinquishing control of, a body corporate which is its holding company (within the meaning of the [1948 c. 38.] Companies Act 1948), be under obligation to notify the Board of Trade in writing of that fact and of his name.

(3)An obligation imposed on a company by this section must be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which both the fact of its being under the obligation and the identity of the person whose name must be notified in discharge of it are first known to the company.

(4)For the purposes of this section a person shall be taken to be in control of a company if he is entitled to exercise, or control the exercise, of one third or more of the voting power at any general meeting of the company.

83Obligation of person who acquires or relinquishes control of insurance company or insurance company's holding company to notify it of that fact.

(1)A person who acquires or relinquishes control of an insurance company to which the principal Act applies or, if it is a body corporate, of another body corporate which is its holding company (within the meaning of the Companies Act 1948) shall, before the expiration of the period of seven days beginning with the day next following that on which he does so, notify the company in writing of that fact and, if he fails so to do, shall be liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both;

(b)on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding £200, or to both.

(2)Subsection (4) of the last foregoing section shall have effect for the purpose of this section as it has effect for the purposes of that section.

Penalization of furnishing false Information

84Penalization of furnishing false information under Part II or the principal Act.

(1)A person who—

(a)for the purpose of obtaining the issue of an authorisation under section 61 of this Act or in purported compliance with a requirement imposed under section 65 or 80 of this Act to furnish information, furnishes information which he knows to be false in a material particular or recklessly furnishes information which is so false; or

(b)causes or permits to be included in—

(i)any account, balance-sheet, abstract or statement whereof copies are, by section 8 of the principal Act, required to be deposited with the Board of Trade;

(ii)any statement, agreement, deed or report whereof a certified copy is, by section 12 of that Act, required to be so deposited ; or

(iii)any statement or declaration which is, by the last-mentioned section, required to be so deposited ;

any statement which he knows to be false in a material particular or recklessly causes or permits to be so included any statement which is so false ;

shall be guilty of an offence.

(2)A person guilty of an offence under this section shall be liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both;

(b)on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding £200, or to both.

Penalties and legal Proceedings

85Penalty for non-compliance with Part II or the principal Act.

(1)An insurance company which makes default in complying with a requirement of this Part of this Act, being a default for which no express penalty is provided, or makes, after the passing of this Act, default in complying with a requirement of the principal Act shall be guilty of an offence and liable, on summary conviction, to a fine not exceeding £200.

(2)Section 26(2) of the principal Act (default by a company in complying with a requirement of that Act, if continued for three months after notice thereof, to be a ground for winding up the company) shall cease to have effect.

86Penalty on industrial assurance company for noncompliance with enactments relating to industrial assurance.

(1)An industrial assurance company (within the meaning of the Industrial Assurance Act 1923) which, after the passing of this Act.—

(a)contravenes or fails to comply with any of the provisions of the [1923 c. 8.] Industrial Assurance Act 1923, the [1948 c. 39.] Industrial Assurance and Friendly Societies Act 1948 or Part VI of the [1951 c. 65.] Reserve and Auxiliary Forces (Protection of Civil Interests) Act 1951, of regulations made for the purposes of section 8 of the said Act of 1948 or of regulations made under section 57 of the said Act of 1951;

(b)contravenes or fails to comply with any directions given under the Industrial Assurance Act 1923 by the Industrial Assurance Commissioner;

(c)contravenes the proviso to section 1(1) of the [1929 c. 28.] Industrial Assurance and Friendly Societies Act 1929 (which proviso limits the sums which may be insured or paid for funeral expenses);

(d)fails to comply with a claim made in accordance with the provisions of subsection (1) of section 3 (rights of owners of certain endowment policies) of the last-mentioned Act; or

(e)issues such a premium receipt book as is mentioned in subsection (3) of the last-mentioned section which does not comply with the provisions of that subsection;

shall, subject to the next following subsection, be guilty of an offence.

(2)Such a company shall not be guilty of an offence under this section consisting in its insuring in contravention of subsection (2) of section 2 of the Industrial Assurance and Friendly Societies Act 1948 (power to insure life of parent or grandparent for not more than £30) if it is proved that, owing to any false representation on the part of the proposer, the company did not know that the insurance was in contravention of that subsection.

(3)A company guilty of an offence under this section shall be liable, on summary conviction, to a fine not exceeding £200.

(4)So far as regards section 3(1) of the Industrial Assurance and Friendly Societies Act 1929, this section shall not prejudice any liability of a company subsisting otherwise than by virtue of this section.

87Penalty on friendly society for offence under Industrial Assurance Act 1923.

The maximum penalty that may be inflicted on a society registered under the [1896 c. 25.] Friendly Societies Act 1896, being a friendly society within the meaning of that Act, for an offence under the [1923 c. 8.] Industrial Assurance Act 1923 committed after the passing of this Act shall, instead of being a fine not exceeding £100 or, in the case of a continuing offence, a fine not exceeding £50 a day during which the offence continues, be a fine not exceeding £200; and, accordingly, section 39(1) of the said Act of 1923 shall, in relation to an offence under that Act so committed by a society so registered, being such a friendly society as aforesaid, have effect with the substitution, for the proviso thereto, of the following proviso:—

“Provided that the maximum penalty that may be inflicted for an offence under this Act shall be a fine not exceeding £200”.

88Proceedings against unincorporated bodies for offences under Part II.

(1)Proceedings for an offence alleged to have been committed under this Part of this Act by an unincorporated body shall be brought in the name of that body (and not in that of any of its members), and for the purposes of any such proceedings, any rules of court relating to the service of documents shall have effect as if that body were a corporation.

(2)A fine imposed on an unincorporated body on its conviction of an offence under this Part of this Act shall be paid out of the funds of that body.

(3)Section 33 of the [1925 c. 86.] Criminal Justice Act 1925 (as amended by section 15(7) of the [1949 c. 101.] Justices of the Peace Act 1949) and Schedule 2 to the [1952 c. 55.] Magistrates' Courts Act 1952 (procedure on charge of offence against a corporation) shall have effect in a case in which an unincorporated body is charged in England or Wales with an offence under this Part of this Act in like manner as they have effect in the case of a corporation so charged.

(4)In relation to any proceedings on indictment in Scotland for an offence alleged to have been committed under this Part of this Act by an unincorporated body, section 40 of the [1949 c. 94.] Criminal Justice (Scotland) Act 1949 (proceedings on indictment against bodies corporate) shall have effect as if the said body were a body corporate.

89Criminal liability of directors,.

(1)Where an offence under this Part of this Act committed by a body corporate is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, any director, manager, secretary or other similar officer of the body corporate or any person who was purporting to act in any such capacity, he, as well as the body corporate, shall be guilty of that offence and be liable to be proceeded against and punished accordingly.

(2)For the purposes of the foregoing subsection, a person shall be deemed to be a director of a body corporate if he is a person in accordance with whose directions or instructions the directors of the body or any of them act.

90Application of certain provisions of Part I to summary proceedings in respect of offences under Part II.

Subsections (2) to (5) (both inclusive) of section 49 of this Act shall apply to, and in connection with, summary proceedings for offences under this Part of this Act and to informations relating to offences thereunder which are triable summarily as they apply to, and in connection with, such proceedings for offences under the [1948 c. 38.] Companies Act 1948 and Part I of this Act and to informations relating to offences thereunder that are triable summarily, but subject to the modification of the inclusion, after the references to the Board of Trade, of references to the Industrial Assurance Commissioner.

91Restriction of institution of proceedings in respect of offences under Part II.

Proceedings in respect of an offence under this Part of this Act shall not, in England or Wales, be instituted except by, or with the consent of, the Board of Trade, the Industrial Assurance Commissioner or the Director of Public Prosecutions.

Other Matters

92Power of Board of Trade to exempt certain companies from sections 4, 5, 7 to 9 and 13 of the principal Act.

(1)Where, on the application of a company, incorporated whether under the Companies Act 1948 or otherwise, of a registered society or of an unincorporated body of persons, the Board of Trade—

(a)are satisfied that the company, society or body is carrying on in Great Britain, or is about so to carry on, business for the purpose only of insuring persons of a limited class or of insuring persons against risks of a limited category of the class against which insurance may lawfully be undertaken by the company, society or body in the course of carrying on business in Great Britain; and

(b)are satisfied, as regards any of the following provisions of the principal Act, that is to say, sections 4, 5, 7 to 9 and 13, that, in the case of the company, society or body, that provision is or will be inappropriate or unduly onerous;

the Board may by order direct that, subject to such (if any) conditions as may be specified in the order, that provision shall not apply to the company, society or body, or may so direct that (subject as aforesaid) that provision shall, in its application to the company, society or body, have effect subject to such relaxative modifications as may be so specified.

(2)An order made under this section may be revoked by the Board of Trade—

(a)on the application of the company, society or body to which it applies;

(b)if the Board are satisfied that the benefits accruing to the company, society or body by virtue of the order can no longer be justified ; or

(c)if the Board are satisfied that a condition specified in the order has not been complied with;

and the Board may, from time to time, amend an order so made.

93Power of Board of Trade to adapt section 3 of the principal Act.

(1)The Board of Trade may, on the application or with the consent of an insurance company to which the principal Act applies.—

(a)by order direct that, for the purposes of section 3 of that Act (separation of funds relating to certain classes of business) in its application to the company, insurance business of a kind specified in the order, not being ordinary long-term insurance business, shall be treated as being such business ; or

(b)by order direct that, for the purposes of that section in its application to the company, ordinary long-term insurance business of a kind so specified shall be treated as not being such business.

(2)An order under this section may be revoked at any time by the Board of Trade.

94Circumstances in which persons carrying on insurance business of certain classes are to be taken as not carrying on also such business of other classes.

(1)For the purposes of this Part of this Act, a person shall not be taken to carry on liability insurance business by reason only of the incidental inclusion, in a contract of insurance whose principal object is to insure a person against risks of a kind such that the business of effecting and carrying out contracts of insurance against them constitutes property insurance business, of provision whereby he assumes liability against the risk of the person insured incurring liabilities to third parties.

(2)For the purposes of this Part of this Act, a person shall not be taken to carry on marine, aviation and transport insurance business by reason only of the incidental inclusion, in a contract of insurance whose principal object is to insure a person against risks of a kind such that the business of effecting and carrying out contracts of insurance against them constitutes insurance business of some other class, of provision whereby he assumes a liability of a kind whose assumption by itself in a contract of insurance would make that contract such a one as is mentioned in section 59(4) of this Act.

(3)For the purposes of this Part of this Act, a person shall not be taken to carry on motor vehicle insurance business by reason only of the fact that goods, merchandise or property upon which a contract of insurance is effected by him (being goods, merchandise or property on board of a vessel or aircraft) consist of, or include, motor vehicles.

(4)For the purposes of this Part of this Act and of sections 3, 5 and 11 of the principal Act, a person shall not be taken to carry on ordinary long-term insurance business by reason only of the incidental inclusion in a contract of insurance whose principal object is to insure a person against risks of a kind such that the business of effecting and carrying out contracts of insurance against them constitutes marine, aviation and transport insurance business, motor vehicle insurance business or property insurance business, of provision whereby he assumes liability against the happening of personal accidents (whether fatal or not).

(5)For the purposes of this Part of this Act, a person shall not be taken to carry on pecuniary loss insurance business by reason only of the incidental inclusion, in a contract of insurance whose principal object is to insure a person against risks of a kind such that the business of effecting and carrying out contracts of insurance against them constitutes marine, aviation and transport insurance business, motor vehicle insurance business or property insurance business, of provision whereby he assumes liability against such risks as are mentioned in section 59(7)(c) and (d) of this Act.

(6)For the purposes of this Part of this Act, a person shall not be taken to carry on personal accident insurance business by reason only of the incidental inclusion, in a contract of insurance whose principal object is to insure a person against risks of a kind such that the business of effecting and carrying out contracts of insurance against them constitutes marine, aviation and transport insurance business, motor vehicle insurance business or property insurance business, of provision whereby he assumes liability against the happening of personal accidents (whether fatal or not).

95Exception for bankers.

A person who carries on pecuniary loss insurance business solely in the course of carrying on banking business and for the purposes of that business shall be excepted from the operation of section 60 of this Act so far as regards such insurance business, and the principal Act shall not apply to a person by reason only that, in the course of carrying on banking business and for the purposes of that business, he carries on such insurance business.

96Power of Industrial Assurance Commissioner to exempt Northern Irish collecting societies from provisions of Industrial Assurance Acts 1923 to 1958.

(1)The Industrial Assurance Commissioner may, on the application of a collecting society registered in Northern Ireland, by order exempt it from any provision of the Industrial Assurance Acts 1923 to 1958 if he is satisfied that the existence of a provision of an enactment of the Parliament of Northern Ireland renders it unnecessary for the first-mentioned provision to apply to the society.

(2)The Industrial Assurance Commissioner may by order revoke an order made under the foregoing subsection with respect to a society, but the revocation shall not take effect until—

(a)such period as may be specified in the order (which shall not be less than the four weeks next after the making thereof) has expired ; and

(b)notice that the order has been made has been published in the London and Edinburgh Gazettes ;

and where he does so he shall, within the three days next after doing so, give written notice to the society that he has done so.

97Construction (as to Northern Ireland) of certain references.

In section 1(5) of the principal Act and in section 60(1 )(c) of this Act, the expression " Acts " shall include Acts of the Parliament of Northern Ireland, and in sections 60(2)(b) and 87 of this Act and section 1(1A) of the [1923 c. 8.] Industrial Assurance Act 1923 references to the [1896 c. 25.] Friendly Societies Act 1896 shall include references to that Act as it applies in Northern Ireland and to any enactment of the Parliament of Northern Ireland re-enacting that Act (whether with or without modifications).

98Annual report by Board of Trade.

The Board of Trade shall cause a general annual report of matters within the principal Act and this Part of this Act to be laid before Parliament.

99Amendments (of minor nature or consequential on Part II) of the principal Act and the Industrial Assurance Act 1923.

The provisions of the principal Act specified in column 1 of Part I of Schedule 6 to this Act shall have effect subject to the amendments respectively specified in relation thereto in column 2 of that Part of that Schedule, and the provisions of the Industrial Assurance Act 1923 specified in column 1 of Part II of that Schedule shall have effect subject to the amendments respectively specified in relation thereto in column 2 of that Part of that Schedule (being, in each case, amendments of a minor nature or consequential on this Part of this Act).

100Repeal of certain provisions of section 18 of the Industrial Assurance Act 1923 and of Schedule 2 thereto.

The following provisions of the [1923 c. 8.] Industrial Assurance Act 1923 shall cease to have effect, namely.—

(a)section 18(1)(b) (basis of valuation of liabilities of collecting society or industrial assurance company);

(b)in section 18(1)(g) (power of Industrial Assurance Commissioner to require collecting society to furnish information additional to that required to be furnished under section 28 of the [1896 c. 25.] Friendly Societies Act 1896, and industrial assurance company to furnish information additional to that required to be furnished under the principal Act), the words " all or any of such particulars as are mentioned in the Second Schedule to this Act, and " ; and

(c)Schedule 2.

101Construction of references to enactments contained in the principal Act.

Any reference in the principal Act or in an order under Schedule 2 thereto which is in force at the passing of this Act to an enactment contained in that Act which is amended by this Part of this Act shall, unless the context otherwise requires, be construed as referring to that enactment as so amended.

102Interpretation of Part II.

(1)Except where the context otherwise requires.—

(a)any reference in this Part of this Act to a provision of the principal Act which is amended by this Part of this Act shall be taken as referring to that provision as so amended;

(b)any expression to which a meaning is assigned by the principal Act for the purposes of that Act has that meaning also for the purposes of this Part of this Act.

(2)In this Part of this Act, " registered society " means a society registered or deemed to be registered under the [1965 c. 12.] Industrial and Provident Societies Act 1965 or any corresponding enactment in force in Northern Ireland, " subsidiary " shall be construed in accordance with section 154 of the [1948 c. 38.] Companies Act 1948, " officer " includes (except where the context otherwise requires) a director, manager or secretary, and " director " includes any person occupying the position of director, by whatever name called.

(3)A person shall not be deemed to be within the meaning of any provision of this Part of this Act a person in accordance with whose directions or instructions the directors of a company or other body corporate or any of them are accustomed to act by reason only that the directors of the body act on advice given by him in a professional capacity.

(4)References in this Part of this Act to a body corporate shall be construed as not including a corporation sole or a Scottish firm but as including a body incorporated outside Great Britain.

103Temporary limitations of effect of alteration of scope of the principal Act.

Notwithstanding anything in this Act—

(a)until such day as the Board of Trade may by order (made by statutory instrument) appoint, section 4 of the principal Act shall apply only to companies to which it would have applied had this Act not passed;

(b)until the expiration of the period of one year beginning with the day on which this Act is passed, section 3 of the principal Act (separation of funds relating to certain classes of business) and section 11 thereof (amalgamations and transfers) shall have effect as if this Act had not passed ; and

(c)until the expiration of the period of two years beginning with the day on which this Act is passed, section 13 of the principal Act shall have effect as if this Act (with the exception of sections 62 and 79 thereof) had not passed, and the references, in section 68(1)(b) of this Act, to general business shall be construed accordingly;

and nothing in this Act shall have effect in relation to the winding up of an insurance company commenced before the passing of this Act.

104Saving for discharge of liabilities lawfully assumed before passing of this Act.

A company, society or body shall not be taken to carry on insurance business in contravention of section 60 of this Act by reason only of its carrying on business for the purpose of discharging liabilities lawfully assumed by it before the passing of this Act.

105Saving for certain orders under Schedule 2 to the principal Act.

An order under paragraph 2, 3 or 11 of Schedule 2 to the principal Act which is in force at the passing of this Act shall have effect by virtue of this section but shall be subject to revocation or amendment as if made under section 92 of this Act.

106Revocation of provisions of companies' memorandums of association restricting carrying on of insurance business.

Any provision of a company's memorandum of association that expressly precludes it from carrying on insurance business of any class shall cease to have effect.

Extent of Part II and Schedules 5 and 6

107Northern Ireland.

This Part of this Act, and Schedules 5 and 6 thereto, shall not extend to Northern Ireland.

108The Isle of Man and the Channel Islands.

(1)The provisions of this Act specified in subsection (3) below shall extend to the Isle of Man subject to such of the modifications specified in section 103 of the [1896 c. 25.] Friendly Societies Act 1896 as are relevant in the circumstances; and, notwithstanding anything in section 11 of the Petty Sessions and Summary Jurisdiction Act 1927 (an Act of Tynwald), a complaint relating to an offence under section 60 or 86 of this Act which is triable by a court of summary jurisdiction in the Isle of Man may be so tried if it is made at any time within three years after the commission of the offence and within twelve months after the date on which evidence sufficient in the opinion of the Attorney General of the Isle of Man to justify the proceedings comes to his knowledge, and for this purpose a certificate of the said Attorney General as to the date on which such evidence as aforesaid came to his knowledge shall be conclusive evidence.

(2)The provisions of this Act specified in the following subsection shall extend to the Bailiwick of Jersey subject to such of the modifications specified in section 104(1) of the Friendly Societies Act 1896 as are relevant in the circumstances and to the Bailiwick of Guernsey subject to such of the modifications specified in section 104(2) of that Act as are so relevant.

(3)The provisions of this Act referred to in subsections (1) and (2) above are the following, namely.—

(a)subsection (3) of section 60 and subsection (4) thereof so far as it relates to carrying on business in contravention of the first-mentioned subsection ;

(b)sections 86 and 87;

(c)section 89, so far as it relates to offences under subsection (4) of section 60 consisting in carrying on business in contravention of subsection (3) thereof and offences under section 86;

(d)section 90, so far as it applies section 49(2) to offences specified in the last foregoing paragraph;

(e)section 96, so far as it relates to the [1923 c. 8.] Industrial Assurance Act 1923 ;

(f)section 97;

(g)section 99 and Schedule 6, so far as they relate to the Industrial Assurance Act 1923 ;

(h)section 100;

(i)section 102(2), so far as it defines " registered society " and " director ", and section 102(3).

PART IIIInspection of Companies' Books and Papers

109Power of Board of Trade to require production of documents.

(1)The Board of Trade may at any time, if they think there is good reason so to do, give directions to any such body as follows, namely.—

(a)a company formed and registered under the [1948 c. 38.] Companies Act 1948;

(b)an existing company within the meaning of that Act;

(c)a company to which the said Act of 1948 applies by virtue of section 378 thereof or which is registered under that Act by virtue of Part VIII thereof;

(d)a body corporate incorporated in, and having a principal place of business in, Great Britain, being a body to which any of the provisions of the said Act of 1948 with respect to prospectuses and allotments apply by virtue of section 435 of that Act;

(e)a body corporate incorporated outside Great Britain which is carrying on business in Great Britain or has at any time carried on business therein;

(f)a body other than as aforesaid, and whether incorporated or not, which is, or appears to the Board to be, an insurance company to which the [1958 c. 72.] Insurance Companies Act 1958 applies;

requiring the body, at such time and place as may be specified in the directions, to produce such books or papers as may be so specified, or may at any time, if they think there is good reason so to do, authorise any officer of theirs, on producing (if required so to do) evidence of his authority, to require any such body as aforesaid to produce to him forthwith any books or papers which the officer may specify.

(2)Where by virtue of the foregoing subsection the Board of Trade have, or an officer of the Board has, power to require the production of any books or papers from any body, the Board or officer shall have the like power to require production of those books or papers from any person who appears to the Board or officer to be in possession of them ; but where any such person claims a lien on books or papers produced by him, the production shall be without prejudice to the lien.

(3)Any power conferred by or by virtue of this section to require a body or other person to produce books or papers shall include power—

(a)if the books or papers are produced—

(i)to take copies of them or extracts from them; and

(ii)to require that person, or any other person who is a present or past officer of, or is or was at any time employed by, the body in question, to provide an explanation of any of them ;

(b)if the books or papers are not produced, to require the person who was required to produce them to state, to the best of his knowledge and belief, where they are.

(4)If a requirement to produce books or papers or provide an explanation or make a statement which is imposed by virtue of this section is not complied with, the body or other person on whom the requirement was so imposed shall be guilty of an offence and liable, on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding £200, or to both ; but where a person is charged with an offence under this subsection in respect of a requirement to produce any books or papers, it shall be a defence to prove that they were not in his possession or under his control and that it was not reasonably practicable for him to comply with the requirement.

(5)A statement made by a person in compliance with a requirement imposed by virtue of this section may be used in evidence against him.

110Entry and search of premises.

(1)If a justice of the peace is satisfied on information on oath laid by an officer of the Board of Trade, or laid under the authority of the Board, that there are reasonable grounds for suspecting that there are on any premises any books or papers of which production has been required by virtue of the last foregoing section and which have not been produced in compliance with that requirement, the justice may issue a warrant authorising any constable, together with any other persons named in the warrant and any other constables, to enter the premises specified in the information (using such force as is reasonably necessary for the purpose) and to search the premises and take possession of any books or papers appearing to be such books or papers as aforesaid, or to take, in relation to any books or papers so appearing, any other steps which may appear necessary for preserving them and preventing interference with them.

(2)Every warrant issued under this section shall continue in force until the end of the period of one month after the date on which it is issued.

(3)Any books or papers of which possession is taken under this section may be retained for a period of three months or, if within that period there are commenced any such criminal proceedings as are mentioned in subsection (1)(a) or (b) of the next following section (being proceedings to which the books or papers are relevant) until the conclusion of those proceedings.

(4)A person who obstructs the exercise of a right of entry or search conferred by virtue of a warrant issued under this section, or who obstructs the exercise of a right so conferred to take possession of any books or papers, shall be guilty of an offence and liable, on summary conviction, to imprisonment for a term not exceeding three months, or to a fine not exceeding £200, or to both.

(5)In the application of this section to Scotland, any reference to a justice of the peace includes a reference to the sheriff and to a magistrate.

111Provision for security of information.

(1)No information or document relating to a body which has been obtained under section 109 of this Act or the last foregoing section, or under section 18 (power of Board of Trade to require production of documents) or 19 (entry and search of premises) of the [1963 c. 16.] Protection of Depositors Act 1963, shall, without the previous consent in writing of that body, be published or disclosed, except to a competent authority, unless the publication or disclosure is required—

(a)with a view to the institution of, or otherwise for the purposes of, any criminal proceedings pursuant to, or arising out of, the [1948 c. 38.] Companies Act 1948, the [1958 c. 72.] Insurance Companies Act 1958, the Protection of Depositors Act 1963 or this Act or any criminal proceedings for an offence entailing misconduct in connection with the management of the body's affairs or misapplication or wrongful retainer of property of its;

(b)with a view to the institution of, or otherwise for the purposes of, any criminal proceedings pursuant to, or arising out of the [1947 c. 14.] Exchange Control Act 1947 ;

(c)for the purpose of enabling the Board of Trade to consider whether or not they should exercise with respect to the body a power conferred on them by Part II of this Act;

(d)for the purpose of complying with any requirement, or exercising any power, imposed or conferred by the Companies Act 1948 with respect to reports made by inspectors appointed thereunder by the Board;

(e)with a view to the institution by the Board under section 37 of this Act of proceedings with reference to the body or otherwise for the purposes of such proceedings instituted by them under that section ;

(f)with a view to the institution by the Board of proceedings for the winding up under the [1948 c. 38.] Companies Act 1948 of the body or otherwise for the purposes of proceedings instituted by them for that purpose; or

(g)for the purposes of proceedings under the last foregoing section.

(2)A person who publishes or discloses any information or document in contravention of this section shall be guilty of an offence and liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both;

(b)on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding £200, or to both.

(3)For the purposes of this section—

(a)in relation to information or a document relating to a body other than one carrying on industrial assurance business (as defined by section 1(2) of the [1923 c. 8.] Industrial Assurance Act 1923), each of the following shall be a competent authority, namely, the Board of Trade, an officer of theirs, an inspector appointed under the Companies Act 1948 by the Board, the Treasury and an officer of theirs ;

(b)in relation to information or a document relating to a body carrying on industrial assurance business (as so defined), each of the following shall be a competent authority, namely, the Board of Trade, an officer of theirs, an inspector appointed as aforesaid, the Industrial Assurance Commissioner, an officer of his, the Treasury and an officer of theirs.

112Consequential cesser of powers under section 14 of the Insurance Companies Act 1958 and section 18 of the Protection of Depositors Act 1963.

In consequence of the enactment of the three last foregoing sections, no notice shall be served under subsection (1) off section 14 (investigation of company of doubtful solvency) of the [1958 c. 72.] Insurance Companies Act 1958 after the passing of this Act, and no direction shall be given under subsection (1) or authorisation conferred under subsection (2) of section 18 of the [1963 c. 16.] Protection of Depositors Act 1963 after the passing of this Act.

113Penalization of destruction, mutilation, of company documents.

(1)A person, being an officer of any such body as is mentioned in paragraphs (a) to (e) of section 109(1) of this Act or a body other than as aforesaid, being an insurance company to which the Insurance Companies Act 1958 applies, who destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification of a document affecting or relating to the property or affairs of the body, or makes or is privy to the making of a false entry in such a document, shall, unless he proves that he had no intention to conceal the state of affairs of the body or to defeat the law, be guilty of an offence.

(2)Such a person as aforesaid who fraudulently either parts with, alters or makes an omission in any such document, or who is privy to fraudulent parting with, fraudulent altering or fraudulent making of an omission in, any such document, shall be guilty of an offence.

(3)A person guilty of an offence under this section shall be liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both ;

(b)on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding £200, or to both.

114Penalization of furnishing false information under Part III.

(1)A person who, in purported compliance with a requirement imposed under section 109 of this Act to provide an explanation or make a statement, provides or makes an explanation or statement which he knows to be false in a material particular or recklessly provides or makes an explanation or statement which is so false shall be guilty of an offence.

(2)A person guilty of an offence under this section shall be liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both;

(b)on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding £200, or to both.

115Application, for purposes of Part III, of certain provisions of Parts I and II.

(1)Subsections (2) to (5) (both inclusive) of section 49 of this Act shall apply to, and in connection with, summary proceedings for offences under this Part of this Act and to informations relating to offences thereunder which are triable summarily as they apply to, and in connection with, such proceedings for offences under the [1948 c. 38.] Companies Act 1948 and Part I of this Act and to informations relating to offences thereunder that are triable summarily.

(2)Sections 88, 89 (as read with 102(3)) and 91 of this Act shall have effect in relation to offences under this Part of this Act as they have effect in relation to offences under Part II of this Act.

116Saving for solicitors and bankers.

(1)Nothing in this Part of this Act shall compel the production by a solicitor of a document containing a privileged communication made by or to him in that capacity or authorise the taking of possession of any such document which is in his possession.

(2)The Board of Trade shall not, under section 109 of this Act, require, or authorise an officer of theirs to require, the production by a person carrying on the business of banking of a document relating to the affairs of a customer of his unless either it appears to them that it is necessary so to do for the purpose of investigating the affairs of the first-mentioned person or the customer is a person on whom a requirement has been imposed by virtue of that section.

117Interpretation of Part III.

References in this Part of this Act to books or papers shall be construed as if they were contained in the [1948 c. 38.] Companies Act 1948.

118Extent of Part III.

This Part of this Act shall not extend to Northern Ireland.

PART IVPartnerships

119Exemption from prohibition imposed by section 429 of the Companies Act 1948 of the formation of banking partnerships with more than ten members.

Section 429 of the Companies Act 1948 (which prohibits the formation of a company, association or partnership consisting of more than ten persons for the purpose of carrying on the business of banking unless it is registered as a company under the Companies Act 1948, or is formed in pursuance of some other Act, or of letters patent) shall not prohibit the formation of a partnership consisting of not more than twenty persons each of whom is for the time being authorised by the Board of Trade to be a member of a partnership formed for that purpose and consisting of not more than twenty persons.

120Exemptions from prohibition imposed by section 434 of the Companies Act 1948 of the formation of other partnerships with more than twenty members.

(1)Section 434 of the Companies Act 1948 (which prohibits the formation of a company, association or partnership consisting of more than twenty persons for the purpose of carrying on a business (other than the business of banking) for gain as therein mentioned unless it is registered as a company under the Companies Act 1948, or is formed in pursuance of some other Act or of letters patent, or is such a company as is therein mentioned working mines within the stannaries) shall not prohibit the formation—

(a)for the purpose of carrying on practice as solicitors, of a partnership consisting of persons each of whom is a solicitor;

(b)for the purpose of carrying on practice as accountants, of a partnership consisting of persons each of whom falls within either paragraph (a) or paragraph (h) of section 161(1) of the Companies Act 1948 ;

(c)for the purpose of carrying on business as members of a recognised stock exchange, of a partnership consisting of persons each of whom is a member of that exchange.

(2)The Board of Trade may by regulations made by statutory instrument provide that the said section 434 shall not apply to the formation (otherwise than as permitted by virtue of the foregoing subsection), for a purpose specified in the regulations, of a partnership of a description so specified.

(3)In this section " recognised stock exchange " means any body of persons which is for the time being a recognised stock exchange for the purposes of the [1958 c. 45.] Prevention of Fraud (Investments) Act 1958, and " solicitor ", in relation to England and Wales, means solicitor of the Supreme Court, and, in relation to Scotland, means a person enrolled or deemed to have been enrolled as a solicitor in pursuance of the [1933 c. 21.] Solicitors (Scotland) Act 1933.

121Exemptions from prohibition imposed by section 4 of the Limited Partnerships Act 1907 of limited partnerships with more than twenty members.

(1)So much of section 4(2) of the [1907 c. 24.] Limited Partnerships Act 1907 as provides that a limited partnership (other than a partnership carrying on the business of banking) shall not consist of more than twenty persons shall not apply—

(a)to a partnership carrying on practice as solicitors and consisting of persons each of whom is a solicitor ;

(b)to a partnership carrying on practice as accountants and consisting of persons each of whom falls within either paragraph (a) or paragraph (b) of section 161(1) of the [1948 c. 38.] Companies Act 1948;

(c)to a partnership carrying on business as members of a recognised stock exchange and consisting of persons each of whom is a member of that exchange.

(2)The Board of Trade may by regulations made by statutory instrument provide that so much of section 4(2) of the said Act of 1907 as provides that a limited partnership (other than a partnership carrying on the business of banking) shall not consist of more than twenty persons shall not apply to a partnership (other than one permitted by virtue of the foregoing subsection) carrying on business of a description specified in the regulations, being a partnership of a description so specified.

(3)In this section " recognised stock exchange " and " solicitor " have the same meanings respectively as in the last foregoing section.

122Extent of Part IV.

This Part of this Act shall not extend to Northern Ireland.

PART VMoneylenders

123Board of Trade's certificate that a person is a banker to be conclusive evidence of that fact for the purposes of the Moneylenders Acts 1900 to 1927.

(1)A certificate given by the Board of Trade that they are satisfied that a person can properly be treated for the purposes of the Moneylenders Acts 1900 to 1927 as being a person bona fide carrying on the business of banking shall, for those purposes, be conclusive evidence that he is so carrying on that business.

(2)If, upon an application (made before the expiration of the period of six months beginning with the day on which this Act is passed) for the issue of a certificate under the foregoing subsection, the applicant satisfies the Board of Trade that he can, as respects a period before the issue of the certificate (whether beginning before or after the passing of this Act), properly be treated for the purposes of the said Acts as having been a person who was bona fide carrying on the business of banking, they may certify that they are so satisfied (specifying the period in question), and the certificate shall, for those purposes, be conclusive evidence that, as respects that period, he was so carrying on that business.

(3)A certificate given under subsection (1) above with respect to a person may be revoked by the Board of Trade if they cease to be satisfied as respects him as mentioned in that subsection, but the revocation shall be without prejudice to the effect of the certificate as respects any period before the revocation.

124Repeal of section 1 of Money-lenders Act 1911.

Section 1 of the [1911 c. 38.] Money-lenders Act 1911 (which, so far as it is in force in Great Britain, relates only to agreements made with, or security taken by, moneylenders before 1st January 1928 and to transfers of money or property made on the faith of the validity of agreements made with moneylenders before that day) shall cease to have effect.

125Extent of Part V.

This Part of this Act shall not extend to Northern Ireland.

PART VIMiscellaneous and General

126Functions of Board of Trade under Acts relating to moneylenders and companies.

Anything required or authorised by or under the [1900 c. 51.] Moneylenders Act 1900, the [1948 c. 38.] Companies Act 1948, the [1958 c. 72.] Insurance Companies Act 1958 or this Act to be done by, to or before the Board of Trade may be done by, to or before the President of the Board, any Minister of State with duties concerning the affairs of the Board, any secretary, under-secretary or assistant secretary of the Board or any person authorised in that behalf by the President.

127Amendment of Protection of Depositors Act 1963.

(1)The [1963 c. 16.] Protection of Depositors Act 1963 shall be amended as follows.

(2)In sections 2(2) and 25(2), the words " within the meaning of paragraph 23 of Schedule 8 to the Companies Act 1948 " (which there qualify " banking or discount company ") shall be omitted.

(3)In section 27(1) (general interpretation), for the definition of " audited accounts ", there shall be substituted the following definitions:—

• “' audited accounts ', in relation to a company, means accounts audited by a person who is qualified for appointment as auditor of that company, other than a person so qualified by virtue of section 13 of the Companies Act 1967;

• ' banking or discount company ' means a company which satisfies the Board of Trade that it ought to be treated for the purposes of this Act as a banking company or as a discount company”.

(4)This section shall come into operation at the expiration of the period of six months beginning with the day on which this Act is passed.

128Repeal of provisions of Civil Aviation Act 1949 as to compulsory third-party insurance.

The following provisions of the [1949 c. 67.] Civil Aviation Act 1949 shall cease to have effect, namely, sections 43 to 46, section 49(1) and Schedule 6.

129Cesser of spent or obsolete enactments.

(1)The enactments specified in columns 1 and 2 of Schedule 7 to this Act (which, to the extent specified in column 3 of that Schedule, are spent or obsolete) shall cease to have effect to that extent.

(2)This section, and Schedule 7 to this Act, so far as they relate to the Industrial Assurance Acts 1923 to 1948, shall extend to the Isle of Man and the Channel Islands.

130Short title, citation and repeal.

(1)This Act may be cited as the Companies Act 1967.

(2)The [1948 c. 38.] Companies Act 1948, the [1961 c. 46.] Companies (Floating Charges) (Scotland) Act 1961 and Part I of, and Schedules 1 to 4 (both inclusive) to, this Act may be cited together as the Companies Acts 1948 to 1967.

(3)The [1958 c. 72.] Insurance Companies Act 1958 and Part II of this Act, Schedule 5 to this Act and Part I of Schedule 6 thereto may be cited together as the Insurance Companies Acts 1958 to 1967.

(4)In consequence of the foregoing provisions of this Act—

(a)each of the provisions of the [1923 c. 8.] Industrial Assurance Act 1923 specified in column 1 of Part I of Schedule 8 to this Act shall, to the extent specified in relation to it in column 2 of that Part, be repealed at the time so specified in column 3 thereof;

(b)the provision of the [1929 c. 28.] Industrial Assurance and Friendly Societies Act 1929 specified in column 1 of Part II of that Schedule shall, to the extent specified in column 2 of that Part, be repealed at the time specified in column 3 thereof;

(c)each of the provisions of the [1948 c. 38.] Companies Act 1948 specified in column 1 of Part III of that Schedule to this Act shall, to the extent specified in relation to it in column 2 of that Part, be repealed at the time so specified in column 3 thereof;

(d)the provision of the [1948 c. 39.] Industrial Assurance and Friendly Societies Act 1948 specified in column 1 of Part IV of that Schedule shall, to the extent specified in column 2 of that Part, be repealed at the time specified in column 3 thereof;

(e)the provision of the [1951 c. 65.] Reserve and Auxiliary Forces (Protection of Civil Interests) Act 1951 specified in column 1 of Part V of that Schedule shall, to the extent specified in column 2 of that Part be repealed at the time specified in column 3 thereof;

(f)each of the provisions of the [1958 c. 72.] Insurance Companies Act 1958 specified in column 1 of Part VI of that Schedule shall, to the extent specified in relation to it in column 2 of that Part, be repealed at the time so specified in column 3 thereof;

(g)each of the provisions of the [1963 c. 16.] Protection of Depositors Act 1963 specified in column 1 of Part VII of that Schedule shall, to the extent specified in relation to it in column 2 of that Part, be repealed at the time so specified in column 3 thereof;

(h)the provision of the [1964 c. 71.] Trading Stamps Act 1964 specified in column 1 of Part VIII of that Schedule shall, to the extent specified in column 2 of that Part, be repealed at the times specified in column 3 thereof;

(i)each of the provisions of the [1965 c. 2.] Administration of Justice Act 1965 specified in column 1 of Part IX of that Schedule shall, to the extent specified in relation to it in column 2 of that part, be repealed at the time so specified in column 3 thereof;

and this subsection and Schedule 8 to this Act, so far as they relate to the Industrial Assurance Acts 1923 to 1948 and to the Reserve and Auxiliary Forces (Protection of Civil Interests) Act 1951, shall extend to the Isle of Man and the Channel Islands.

SCHEDULES

Sections 9, 10, 56, 57 & 130.

SCHEDULE 1Amendments of Schedule 8 to the [1948 c. 38.] Companies Act 1948.

Amendment of preliminary Matter

1In paragraph 1, after the word " holding ", there shall be inserted the words " or subsidiary ".

Amendments of Balance Sheet Provisions

2In paragraph 2(a), for the words " and the earliest date on which the company has power to redeem those shares ", there shall be substituted the words " the earliest and latest dates on which the company has power to redeem those shares, whether those shares must be redeemed in any event or are liable to be redeemed at the option of the company and whether any (and, if so, what) premium is payable on redemption ".

3In paragraph 4, in sub-paragraph (1), for the words " fixed and current assets ", there shall be substituted the word " assets " , and for sub-paragraph (2) there shall be substituted the following sub-paragraph :—

“(2)Fixed assets, current assets and assets that are neither fixed nor current shall be separately identified”.

4In paragraph 5(2), for head (c), there shall be substituted the following:—

“(c)to any quoted investments or to any unquoted investments of which the value as estimated by the directors is shown either as the amount of the investments or by way of note ; or”.

5After paragraph 5, there shall be inserted the following paragraph :—

“5AIn the case of unquoted investments consisting in equity share capital (as defined by subsection (5) of section 154 of this Act) of other bodies corporate (other than any whose values as estimated by the directors are separately shown, either individually or collectively or as to some individually and as to the rest collectively, and are so shown either as the amount thereof or by way of note), the matters referred to in the following heads shall, if not otherwise shown, be stated by way of note or in a statement or report annexed:—

(a)the aggregate amount of the company's income for the financial year that is ascribable to the investments;

(b)the amount of the company's share before taxation, and the amount of that share after taxation, of the net aggregate amount of the profits of the bodies in which the investments are held, being profits for the several periods to which accounts sent by them during the financial year to the company related, after deducting those bodies' losses for those periods (or vice versa);

(c)the amount of the company's share of the net aggregate amount of the undistributed profits accumulated by the bodies in which the investments are held since the time when the investments were acquired, after deducting the losses accumulated by them since that time (or vice versa);

(d)the manner in which any losses incurred by the said bodies have been dealt with in the company's accounts”.

6In paragraph 6, for the words " The aggregate amounts respectively of capital reserves, revenue reserves and provisions ", there shall be substituted the words " The aggregate amounts respectively of reserves and provisions " ; and in paragraph (a) of the proviso, for the words " any of the said three amounts ", there shall be substituted the words " either of the said amounts ".

7(1)In paragraph 7(1), in head (a), for the words " the amount of the capital reserves, of the revenue reserves or of the provisions ", there shall be substituted the words " the amount of the reserves or of the provisions ",

and in head (b)(i), for the words " the amount of the capital reserves or of the revenue reserves ", there shall be substituted the words " the amount of the reserves ".

(2)In paragraph 7(2), for the words " any of the reserves or provisions aforesaid ", there shall be substituted the words " the reserves or any of the provisions aforesaid ".

8After paragraph 7, there shall be inserted the following paragraph:—

“7AIf an amount is set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation, it shall be stated”.

9(1)Paragraph 8 shall be amended as follows.

(2)For head (a) of sub-paragraph (1), there shall be substituted the following:—

“(a)the aggregate amounts respectively of the company's quoted investments and unquoted investments”.

(3)For head (d) of sub-paragraph (1), there shall be substituted the following:—

“(d)the aggregate amount of bank loans and overdrafts and the aggregate amount of loans made to the company which—

(i)are repayable otherwise than by instalments and fall due for repayment after the expiration of the period of five years beginning with the day next following the expiration of the financial year; or

(ii)are repayable by instalments any of which fall due for payment after the expiration of that period ;

not being, in either case, bank loans or overdrafts”

(4)In head (e) of sub-paragraph (1), for the words " net aggregate amount (after deduction of income tax)", there shall be substituted the words " aggregate amount (before deduction of income tax) ".

(5)In sub-paragraph (3), the words " other than trade investments " shall be omitted.

(6)At the end of the paragraph, there shall be added the following sub-paragraph:—

“(4)In relation to each loan falling within head (d) of sub-paragraph (1) of this paragraph (other than a bank loan or overdraft), there shall be stated by way of note (if not otherwise stated) the terms on which it is repayable and the rate at which interest is payable thereon:

Provided that if the number of loans is such that, in the opinion of the directors, compliance with the foregoing requirement would result in a statement of excessive length, it shall be sufficient to give a general indication of the terms on which the loans are repayable and the rates at which interest is payable thereon”.

10(1)Paragraph II shall be amended as follows.

(2)At the end of sub-paragraph (6), there shall be added the words " and, where practicable, the aggregate amount or estimated amount, if it is material, of capital expenditure authorised by the directors which has not been contracted for ".

(3)After sub-paragraph (6) there shall be inserted the following sub-paragraphs:—

“(6A)In the case of fixed assets under any heading whose amount is required to be arrived at in accordance with paragraph 5(1) of this Schedule (other than unquoted investments) and is so arrived at by reference to a valuation, the years (so far as they are known to the directors) in which the assets were severally valued and the several values, and, in the case of assets that have been valued during the financial year, the names of the persons who valued them or particulars of their qualifications for doing so and (whichever is stated) the bases of valuation used by them.

(6B)If there are included amongst fixed assets under any heading (other than investments) assets that have been acquired during the financial year, the aggregate amount of the assets acquired as determined for the purpose of making up the balance sheet, and if during that year any fixed assets included under a heading in the balance sheet made up with respect to the immediately preceding financial year (other than investments) have been disposed of or destroyed, the aggregate amount thereof as determined for the purpose of making up that balance sheet.

(6C)Of the amount of fixed assets consisting of land, how much is ascribable to land of freehold tenure and how much to land of leasehold tenure, and, of the latter, how much is ascribable to land held on long lease and how much to land held on short lease”.

(4)In sub-paragraph (8), the words " other man trade investments " shall be omitted.

(5)After sub-paragraph (8). there shall be inserted the following sub-paragraphs:—

“(8A)If a sum set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation has been used during the financial year for another purpose, the amount thereof and the fact that it has been so used.

(8B)If the amount carried forward for stock in trade or work in progress is material for the appreciation by its members of the company's state of affairs or of its profit or loss for the financial year, the manner in which that amount has been computed”.

(6)In sub-paragraph (10), for the words " income tax ", there shall be substituted the words " corporation tax ".

Amendments of Profit and Loss Account Provisions

11(1)Paragraph 12 shall be amended as follows.

(2)In sub-paragraph (1), for heads (b) and (c), there shall be substituted the following:—

“(b)the amount of the interest on loans of the following kinds made to the company (whether on the security of debentures or not), namely, bank loans, overdrafts and loans which, not being bank loans or overdrafts.—

(i)are repayable otherwise than by instalments and fall due for repayment before the expiration of the period of five years beginning with the day next following the expiration of the financial year ; or

(ii)are repayable by instalments the last of which falls due for payment before the expiration of that period;

and the amount of the interest on loans of other kinds so made (whether on the security of debentures or not);

(c)the amount of the charge to revenue for United Kingdom corporation tax and, if that amount would have been greater but for relief from double taxation, the amount which it would have been but for such relief, the amount of the charge for United Kingdom income tax and the amount of the charge for taxation imposed outside the United Kingdom of profits, income and (so far as charged to revenue) capital gains”.

(3)In sub-paragraph (1), for head (g), there shall be substituted the following:—

“(g)the amounts respectively of income from quoted investments and income from unquoted investments ;

(ga)if a substantial part of the company's revenue for the financial year consists in rents from land, the amount thereof (after deduction of ground-rents, rates and other outgoings);

(gb)the amount, if material, charged to revenue in respect of sums payable in respect of the hire of plant and machinery”.

(4)In sub-paragraph (1)(h), after the word " amount ", there shall be inserted the words " (before deduction of income tax) ".

(5)At the end of the paragraph, there shall be added the following sub-paragraphs:—

“(3)If, in the case of any assets in whose case an amount is charged to revenue by way of provision for depreciation or diminution in value, an amount is also so charged by way of provision for renewal thereof, the last-mentioned amount shall be shown separately.

(4)If the amount charged to revenue by way of provision for depreciation or diminution in value of any fixed assets (other than investments) has been determined otherwise than by reference to the amount of those assets as determined for the purpose of making up the balance sheet, that fact shall be stated”.

12After paragraph 12, there shall be inserted the following paragraph:—

“12AThe amount of any charge arising in consequence of the occurrence of an event in a preceding financial year and of any credit so arising shall, if not included in a heading relating to other matters, be stated under a separate heading”.

13In paragraph 13, for the words "If the remuneration of the auditors is not fixed by the company in general meeting, the amount thereof ", there shall be substituted the words " The amount of the remuneration of the auditors ".

14After paragraph 13, there shall be inserted the following paragraph:—

“13A(1)The matters referred to in sub-paragraphs (2) to (4) below shall be stated by way of note, if not otherwise shown.

(2)The turnover for the financial year, except in so far as it is attributable to the business of banking or discounting or to business of such other class as may be prescribed for the purposes of this sub-paragraph.

(3)If some or all of the turnover is omitted by reason of its being attributable as aforesaid, the fact that it is so omitted.

(4)The method by which turnover stated is arrived at.

(5)A company shall not be subject to the requirements of this paragraph if it is neither a holding company nor a subsidiary of another body corporate and the turnover which, apart from this sub-paragraph, would be required to be stated does not exceed £50,000”.

15(1)Paragraph 14 shall be amended as follows.

(2)In sub-paragraph (3), after the words " charge for ", there shall be inserted the words " United Kingdom corporation tax and ".

(3)After sub-paragraph (3), there shall be inserted the following sub-paragraph:—

“(3A)Any special circumstances which affect liability in respect of taxation of profits, income or capital gains for the financial year or liability in respect of taxation of profits, income or capital gains for succeeding financial years”.

(4)Sub-paragraph (4) shall be omitted.

Amendments of Provisions as to Modifications of and Additions to Requirements as to Company's Accounts where it is a holding or subsidiary Company

16In paragraph 15(2)(a), after the word " investments ", there shall be inserted the words " (except those in paragraphs 11 (6B) and 12(4)) ".

17At the end of paragraph 16(1), there shall be added the words " and the aggregate amount of assets consisting of shares in fellow subsidiaries ".

18In paragraph 18, after the words " this Act " there shall be inserted the words " and the Companies Act 1967 ".

19In paragraph 19, after the words " this Act " there shall be inserted the words " and sections four and six to eight of the Companies Act 1967 ".

Amendments of exceptive Provisions

20In paragraph 23, in sub-paragraph (1), for heads (a) and (b) there shall be substituted the following:—

“(a)as respects its balance sheet, those of paragraphs 2 and 3, paragraph 4 (so far as it relates to assets), paragraph 8 (except sub-paragraphs (1)(d) and (4)), paragraphs 9 and 10 and paragraph 11 (except sub-paragraphs (6A), (6B), (6C), (8) and (8A)) ; and

(b)as respects its profit and loss account, those of sub-paragraph (1)(ga) and (h) of paragraph 12, paragraphs 12a and 13 and sub-paragraphs (1) and (5) of paragraph 14”;

and for the words " capital reserves, revenue reserves " and the words " such a reserve or provision ", there shall be substituted respectively the word " reserves " and the words " a reserve or such a provision ".

21(1)Paragraph 24 shall be amended as follows.

(2)For so much of sub-paragraph (1) as precedes the proviso, there shall be substituted the following :—

“An insurance company to which the [1958 c. 72.] Insurance Companies Act 1958 applies shall not be subject to the following requirements of Part I of this Schedule, that is to say—

(a)as respects its balance sheet, those of paragraphs 4 to 7 (both inclusive), sub-paragraphs (1)(a) and (3) of paragraph 8 and sub-paragraphs (4), (5) and (6A) to (8) (both inclusive) of paragraph 11 ;

(b)as respects its profit and loss account, those of paragraph 12 (except sub-paragraph (1)(b), (c), (d) and (h)) and paragraph 14(2);

but, where in its balance sheet reserves or provisions (other than provisions for depreciation, renewals or diminution in value of assets) are not stated separately, any heading stating an amount arrived at after taking into account a reserve or such a provision shall be so framed or marked as to indicate that fact, and its profit and loss account shall indicate by appropriate words the manner in which the amount stated for the company's profit or loss has been arrived at”.

(3)After sub-paragraph (2) there shall be inserted the following sub-paragraph:—

“(2A)The accounts of a company shall not be deemed, by reason only of the fact that they do not comply with any requirement of Part I of this Schedule from which the company is exempt by virtue of this paragraph, not to give the true and fan-view required by this Act”.

(4)In the proviso to sub-paragraph (1) and in sub-paragraphs (2) and (3), for the word " assurance " (wherever occurring) there shall be substituted the word " insurance ".

22(1)Paragraph 25 shall be amended as follows.

(2)For sub-paragraph (1) there shall be substituted the following sub-paragraph:—

“(1)A shipping company shall not be subject to the following requirements of Part I of this Schedule, that is to say—

(a)as respects its balance sheet, those of paragraph 4 (except so far as it relates to assets), paragraphs 5, 6 and 7 and sub-paragraphs (6A) and (6B) of paragraph 11;

(b)as respects its profit and loss account, those of sub-paragraph (1)(a), (e) and (f) and sub-paragraphs (3) and (4) of paragraph 12 and paragraph 13a”.

(3)For sub-paragraph (3) there shall be substituted the following sub-paragraph:—

“(3)In this paragraph the expression ' shipping company' means a company which, or a subsidiary of which, owns ships or includes amongst its activities the management or operation of ships, being a company which satisfies the Board of Trade that, in the national interest, it ought to be treated for the purposes of this paragraph as a shipping company”.

Amendments of interpretative Provisions

23In paragraph 27(1), at the end of head (b) there shall be added the words " or any sum set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation " , and head (c) shall be omitted.

24At the end of the Schedule, there shall be added the following paragraphs:—

“29For the purposes aforesaid, the expression ' long lease ' means a lease in the case of which the portion of the term for which it was granted remaining unexpired at the end of the financial year is not less than fifty years, the expression ' short lease ' means a lease which is not a long lease and the expression ' lease ' includes an agreement for a lease.

30For the purposes aforesaid, a loan shall be deemed to fall due for repayment, and an instalment of a loan shall be deemed to fall due for payment, on the earliest date on which the lender could require repayment or, as the case may be, payment if he exercised all options and rights available to him.

31In the application of this Schedule to Scotland, 'land of freehold tenure' means land in respect of which the company is the proprietor of the dominium utile or, in the case of land not held on feudal tenure, is the owner ; ' land of leasehold tenure ' means land of which the company is the tenant under a lease; and the reference to ground-rents, rates and other outgoings includes a reference to feu-duty and ground annual”.

Sections 9, 56, 57 & 130.

SCHEDULE 2Form of Schedule 8 to the [1948 c. 38.] Companies Act 1948 as amended by this Act.

AccountsPreliminary

1Paragraphs 2 to 11 of this Schedule apply to the balance sheet and 12 to 14 to the profit and loss account, and are subject to the exceptions and modifications provided for by Part II of this Schedule in the case of a holding or subsidiary company and by Part III thereof in the case of companies of the classes there mentioned ; and this Schedule has effect in addition to the provisions of sections one hundred and ninety-six and one hundred and ninety-seven of this Act.

PART IGeneral Provisions as to Balance Sheet and Profit and Loss Account

Balance Sheet

2The authorised share capital, issued share capital, liabilities and assets shall be summarised, with such particulars as are necessary to disclose the general nature of the assets and liabilities, and there shall be specified—

(a)any part of the issued capital that consists of redeemable preference shares, the earliest and latest dates on which the company has power to redeem those shares, whether those shares must be redeemed in any event or are liable to be redeemed at the option of the company and whether any (and, if so, what) premium is payable on redemption ;

(b)so far as the information is not given in the profit and loss account, any share capital on which interest has been paid out of capital during the financial year, and the rate at which interest has been so paid ;

(c)the amount of the share premium account;

(d)particulars of any redeemed debentures which the company has power to reissue.

3There shall be stated under separate headings, so far as they are not written off.—

(a)the preliminary expenses ;

(b)any expenses incurred in connection with any issue of share capital or debentures;

(c)any sums paid by way of commission in respect of any shares or debentures;

(d)any sums allowed by way of discount in respect of any debentures; and

(e)the amount of the discount allowed on any issue of shares at a discount.

4(1)The reserves, provisions, liabilities and assets shall be classified under headings appropriate to the company's business:

Provided that—

(a)where the amount of any class is not material, it may be included under the same heading as some other class; and

(b)where any assets of one class are not separable from assets of another class, those assets may be included under the same heading.

(2)Fixed assets, current assets and assets that are neither fixed nor current shall be separately identified.

(3)The method or methods used to arrive at the amount of the fixed assets under each heading shall be stated.

5(1)The method of arriving at the amount of any fixed asset shall, subject to the next following sub-paragraph, be to take the difference between—

(a)its cost or, if it stands in the company's books at a valuation, the amount of the valuation ; and

(b)the aggregate amount provided or written off since the date of acquisition or valuation, as the case may be, for depreciation or diminution in value ;

and for the purposes of this paragraph the net amount at which any assets stand in the company's books at the commencement of this Act (after deduction of the amounts previously provided or written off for depreciation or diminution in value) shall, if the figures relating to the period before the commencement of this Act cannot be obtained without unreasonable expense or delay, be treated as if it were the amount of a valuation of those assets made at the commencement of this Act and, where any of those assets are sold, the said net amount less the amount of the sales shall be treated as if it were the amount of a valuation so made of the remaining assets.

(2)The foregoing sub-paragraph shall not apply—

(a)to assets for which the figures relating to the period beginning with the commencement of this Act cannot be obtained without unreasonable expense or delay; or

(b)to assets the replacement of which is provided for wholly or partly—

(i)by making provision for renewals and charging the cost of replacement against the provision so made ; or

(ii)by charging the cost of replacement direct to revenue; or

(c)to any quoted investments or to any unquoted investments of which the value as estimated by the directors is shown either as the amount of the investments or by way of note ; or

(d)to goodwill, patents or trade marks.

(3)For the assets under each heading whose amount is arrived at in accordance with sub-paragraph (1) of this paragraph, there shall be shown—

(a)the aggregate of the amounts referred to in paragraph (a) of that sub-paragraph ; and

(b)the aggregate of the amounts referred to in paragraph (b) thereof.

(4)As respects the assets under each heading whose amount is not arrived at in accordance with the said sub-paragraph (1) because their replacement is provided for as mentioned in sub-paragraph (2)(b) of this paragraph, there shall be stated—

(a)the means by which their replacement is provided for; and

(b)the aggregate amount of the provision (if any) made for renewals and not used.

5AIn the case of unquoted investments consisting in equity share capital (as defined by subsection (5) of section 154 of this Act) of other bodies corporate (other than any whose values as estimated by the directors are separately shown, either individually or collectively or as to some individually and as to the rest collectively, and are so shown either as the amount thereof, or by way of note), the matters referred to in the following heads shall, if not otherwise shown, be stated by way of note or in a statement or report annexed:—

(a)the aggregate amount of the company's income for the financial year that is ascribable to the investments;

(b)the amount of the company's share before taxation, and the amount of that share after taxation, of the net aggregate amount of the profits of the bodies in which the investments are held, being profits for the several periods to which accounts sent by them during the financial year to the company related, after deducting those bodies' losses for those periods (or vice versa);

(c)the amount of the company's share of the net aggregate amount of the undistributed profits accumulated by the bodies in which the investments are held since the time when the investments were acquired, after deducting the losses accumulated by them since that time (or vice versa);

(d)the manner in which any losses incurred by the said bodies have been dealt with in the company's accounts.

6The aggregate amounts respectively of reserves and provisions (other than provisions for depreciation, renewals or diminution in value of assets) shall be stated under separate headings:

Provided that—

(a)this paragraph shall not require a separate statement of either of the said amounts which is not material; and

(b)the Board of Trade may direct that it shall not require a separate statement of the amount of provisions where they are satisfied that that is not required in the public interest and would prejudice the company, but subject to the condition that any heading stating an amount arrived at after taking into account a provision (other than as aforesaid) shall be so framed or marked as to indicate that fact.

7(1)There shall also be shown (unless it is shown in the profit and loss account or a statement or report annexed thereto, or the amount involved is not material)—

(a)where the amount of the reserves or of the provisions (other than provisions for depreciation, renewals or diminution in value of assets) shows an increase as compared with the amount at the end of the immediately preceding financial year, the source from which the amount of the increase has been derived ; and

(b)where—

(i)the amount of the reserves shows a decrease as compared with the amount at the end of the immediately preceding financial year ; or

(ii)the amount at the end of the immediately preceding financial year of the provisions (other than provisions for depreciation, renewals or diminution in value of assets) exceeded the aggregate of the sums since applied and amounts still retained for the purposes thereof;

the application of the amounts derived from the difference.

(2)Where the heading showing the reserves or any of the provisions aforesaid is divided into sub-headings, this paragraph shall apply to each of the separate amounts shown in the sub-headings instead of applying to the aggregate amount thereof.

7AIf an amount is set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation, it shall be stated.

8(1)There shall be shown under separate headings—

(a)the aggregate amounts respectively of the company's quoted investments and unquoted investments ;

(b)if the amount of the goodwill and of any patents and trade marks or part of that amount is shown as a separate item in or is otherwise ascertainable from the books of the company, or from any contract for the sale or purchase of any property to be acquired by the company, or from any documents in the possession of the company relating to the stamp duty payable in respect of any such contract or the conveyance of any such property, the said amount so shown or ascertained so far as not written off or, as the case may be, the said amount so far as it is so shown or ascertainable and as so shown or ascertained, as the case may be ;

(c)the aggregate amount of any outstanding loans made under the authority of provisos (b) and (c) of subsection (1) of section fifty-four of this Act;

(d)the aggregate amount of bank loans and overdrafts and the aggregate amount of loans made to the company which—

(i)are repayable otherwise than by instalments and fall due for repayment after the expiration of the period of five years beginning with the day next following the expiration of the financial year; or

(ii)are repayable by instalments any of which fall due for payment after the expiration of that period ;

not being, in either case, bank loans or overdrafts ;

(e)the aggregate amount (before deduction of income tax) which is recommended for distribution by way of dividend.

(2)Nothing in head (b) of the foregoing sub-paragraph shall be taken as requiring the amount of the goodwill, patents and trade marks to be stated otherwise than as a single item.

(3)The heading showing the amount of the quoted investments shall be subdivided, where necessary, to distinguish the investments as respects which there has, and those as respects which there has not, been granted a quotation or permission to deal on a recognised stock exchange.

(4)In relation to each loan falling within head (d) of sub-paragraph (1) of this paragraph (other than a bank loan or overdraft), there shall be stated by way of note (if not otherwise stated) the terms on which it is repayable and the rate at which interest is payable thereon:

Provided that if the number of loans is such that, in the opinion of the directors, compliance with the foregoing requirement would result in a statement of excessive length, it shall be sufficient to give a general indication of the terms on which the loans are repayable and the rates at which interest is payable thereon.

9Where any liability of the company is secured otherwise than by operation of law on any assets of the company, the fact that that liability is so secured shall be stated, but it shall not be necessary to specify the assets on which the liability is secured.

10Where any of the company's debentures are held by a nominee of or trustee for the company, the nominal amount of the debentures and the amount at which they are stated in the books of the company shall be stated.

11(1)The matters referred to in the following sub-paragraphs shall be stated by way of note, or in a statement or report annexed, if not otherwise shown.

(2)The number, description and amount of any shares in the company which any person has an option to subscribe for, together with the following particulars of the option, that is to say—

(a)the period during which it is exercisable ;

(b)the price to be paid for shares subscribed for under it.

(3)The amount of any arrears of fixed cumulative dividends on the company's shares and the period for which the dividends or, if there is more than one class, each class of them are in arrear, the amount to be stated before deduction of income tax, except that, in the case of tax free dividends, the amount shall be shown free of tax and the fact that it is so shown shall also be stated.

(4)Particulars of any charge on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured.

(5)The general nature of any other contingent liabilities not provided for and, where practicable, the aggregate amount or estimated amount of those liabilities, if it is material.

(6)Where practicable the aggregate amount or estimated amount, if it is material, of contracts for capital expenditure, so far as not provided for and, where practicable, the aggregate amount or estimated amount, if it is material, of capital expenditure authorised by the directors which has not been contracted for.

(6A)In the case of fixed assets under any heading whose amount is required to be arrived at in accordance with paragraph 5(1) of this Schedule (other than unquoted investments) and is so arrived at by reference to a valuation, the years (so far as they are known to the directors) in which the assets were severally valued and the several values, and, in the case of assets that have been valued during the financial year, the names of the persons who valued them or particulars of their qualifications for doing so and (whichever is stated) the bases of valuation used by them.

(6B)If there are included amongst fixed assets under any heading (other than investments) assets that have been acquired during the financial year, the aggregate amount of the assets acquired as determined for the purpose of making up the balance sheet, and if during that year any fixed assets included under a heading in the balance sheet made up with respect to the immediately preceding financial year (other than investments) have been disposed of or destroyed, the aggregate amount thereof as determined for the purpose of making up that balance sheet.

(6C)Of the amount of fixed assets consisting of land, how much is ascribable to land of freehold tenure and how much to land of leasehold tenure, and, of the latter, how much is ascribable to land held on long lease and how much to land held on short lease.

(7)If in the opinion of the directors any of the current assets have not a value, on realisation in the ordinary course of the company's business, at least equal to the amount at which they are stated, the fact that the directors are of that opinion.

(8)The aggregate market value of the company's quoted investments where it differs from the amount of the investments as stated, and the stock exchange value of any investments of which the market value is shown (whether separately or not) and is taken as being higher than their stock exchange value.

(8A)If a sum set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation has been used during the financial year for another purpose, the amount thereof and the fact that it has been so used.

(8B)If the amount carried forward for stock in trade or work in progress is material for the appreciation by its members of the company's state of affairs or of its profit or loss for the financial year, the manner in which that amount has been computed.

(9)The basis on which foreign currencies have been converted into sterling, where the amount of the assets or liabilities affected is material.

(10)The basis on which the amount, if any, set aside for United Kingdom corporation tax is computed.

(11)Except in the case of the first balance sheet laid before the company after the commencement of this Act, the corresponding amounts at the end of the immediately preceding financial year for all items shown in the balance sheet.

Profit and Loss Account

12(1)There shall be shown—

(a)the amount charged to revenue by way of provision for depreciation, renewals or diminution in value of fixed assets ;

(b)the amount of the interest on loans of the following kinds made to the company (whether on the security of debentures or not), namely, bank loans, overdrafts and loans which, not being bank loans or overdrafts.—

(i)are repayable otherwise than by instalments and fall due for repayment before the expiration of the period of five years beginning with the day next following the expiration of the financial year; or

(ii)are repayable by instalments the last of which falls due for payment before the expiration of that period;

and the amount of the interest on loans of other kinds so made (whether on the security of debentures or not);

(c)the amount of the charge to revenue for United Kingdom corporation tax and, if that amount would have been greater but for relief from double taxation, the amount which it would have been but for such relief, the amount of the charge for United Kingdom income tax and the amount of the charge for taxation imposed outside the United Kingdom of profits, income and (so far as charged to revenue) capital gains;

(d)the amounts respectively provided for redemption of share capital and for redemption of loans;

(e)the amount, if material, set aside or proposed to be set aside to, or withdrawn from, reserves ;

(f)subject to sub-paragraph (2) of this paragraph, the amount, if material, set aside to provisions other than provisions for depreciation, renewals or diminution in value of assets or, as the case may be, the amount, if material, withdrawn from such provisions and not applied for the purposes thereof;

(g)the amounts respectively of income from quoted investments and income from unquoted investments ;

(ga)if a substantial part of the company's revenue for the financial year consists in rents from land, the amount thereof (after deduction of ground-rents, rates and other outgoings) ;

(gb)the amount, if material, charged to revenue in respect of sums payable in respect of the hire of plant and machinery ;

(h)the aggregate amount (before deduction of income tax) of the dividends paid and proposed.

(2)The Board of Trade may direct that a company shall not be obliged to show an amount set aside to provisions in accordance with sub-paragraph (1)(f) of this paragraph, if the Board is satisfied that that is not required in the public interest and would prejudice the company, but subject to the condition that any heading stating an amount arrived at after taking into account the amount set aside as aforesaid shall be so framed or marked as to indicate that fact.

(3)If, in the case of any assets in whose case an amount is charged to revenue by way of provision for depreciation or diminution in value, an amount is also so charged by way of provision for renewal thereof, the last-mentioned amount shall be shown separately.

(4)If the amount charged to revenue by way of provision for depreciation or diminution in value of any fixed assets (other than investments) has been determined otherwise than by reference to the amount of those assets as determined for the purpose of making up the balance sheet, that fact shall be stated.

12AThe amount of any charge arising in consequence of the occurrence of an event in a preceding financial year and of any credit so arising shall, if not included in a heading relating to other matters, be stated under a separate heading.

13The amount of the remuneration of the auditors shall be shown under a separate heading, and for the purposes of this paragraph, any sums paid by the company in respect of the auditors' expenses shall be deemed to be included in the expression " remuneration ".

13A(1)The matters referred to in sub-paragraphs (2) to (4) below shall be stated by way of note, if not otherwise shown.

(2)The turnover for the financial year, except in so far as it is attributable to the business of banking or discounting or to business of such other class as may be prescribed for the purposes of this sub-paragraph.

(3)If some or all of the turnover is omitted by reason of its being attributable as aforesaid, the fact that it is so omitted.

(4)The method by which turnover stated is arrived at.

(5)A company shall not be subject to the requirements of this paragraph if it is neither a holding company nor a subsidiary of another body corporate and the turnover which, apart from this sub-paragraph, would be required to be stated does not exceed £50,000.

14(1)The matters referred to in the following sub-paragraphs shall be stated by way of note, if not otherwise shown.

(2)If depreciation or replacement of fixed assets is provided for by some method other than a depreciation charge or provision for renewals, or is not provided for, the method by which it is provided for or the fact that it is not provided for, as the case may be.

(3)The basis on which the charge for United Kingdom corporation tax and United Kingdom income tax is computed.

(3A)Any special circumstances which affect liability in respect of taxation of profits, income or capital gains for the financial year or liability in respect of taxation of profits, income or capital gains for succeeding financial years.

(5)Except in the case of the first profit and loss account laid before the company after the commencement of this Act the corresponding amounts for the immediately preceding financial year for all items shown in the profit and loss account.

(6)Any material respects in which any items shown in the profit and loss account are affected—

(a)by transactions of a sort not usually undertaken by the company or otherwise by circumstances of an exceptional or non-recurrent nature ; or

(b)by any change in the basis of accounting.

PART IISpecial Provisions where the Company is a Holding or Subsidiary Company

Modifications of and Additions to Requirements as to Company's own Accounts

15(1)This paragraph shall apply where the company is a holding company, whether or not it is itself a subsidiary of another body corporate.

(2)The aggregate amount of assets consisting of shares in, or amounts owing (whether on account of a loan or otherwise) from, the company's subsidiaries, distinguishing shares from indebtedness, shall be set out in the balance sheet separately from all the other assets of the company, and the aggregate amount of indebtedness (whether on account of a loan or otherwise) to the company's subsidiaries shall be so set out separately from all its other liabilities and—

(a)the references in Part I of this Schedule to the company's investments (except those in paragraphs 11 (6B) and 12(4)) shall not include investments in its subsidiaries required by this paragraph to be separately set out; and

(b)paragraph 5, sub-paragraph (1)(a) of paragraph 12, and sub-paragraph (2) of paragraph 14 of this Schedule shall not apply in relation to fixed assets consisting of interests in the company's subsidiaries.

(3)There shall be shown by way of note on the balance sheet or in a statement or report annexed thereto the number, description and amount of the shares in and debentures of the company held by its subsidiaries or their nominees, but excluding any of those shares or debentures in the case of which the subsidiary is concerned as personal representative or in the case of which it is concerned as trustee and neither the company nor any subsidiary thereof is beneficially interested under the trust, otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.

(4)Where group accounts are not submitted, there shall be annexed to the balance sheet a statement showing—

(a)the reasons why subsidiaries are not dealt with in group accounts;

(b)the net aggregate amount, so far as it concerns members of the holding company and is not dealt with in the company's accounts, of the subsidiaries' profits after deducting the subsidiaries' losses (or vice versa)—

(i)for the respective financial years of the subsidiaries ending with or during the financial year of the company ; and

(ii)for their previous financial years since they respectively became the holding company's subsidiary;

(c)the net aggregate amount of the subsidiaries' profits after deducting the subsidiaries' losses (or vice versa)—

(i)for the respective financial years of the subsidiaries ending with or during the financial year of the company; and

(ii)for their other financial years since they respectively became the holding company's subsidiary;

so far as those profits are dealt with, or provision is made for those losses, in the company's accounts;

(d)any qualifications contained in the report of the auditors of the subsidiaries on their accounts for their respective financial years ending as aforesaid, and any note or saving contained in those accounts to call attention to a matter which, apart from the note or saving, would properly have been referred to in such a qualification, in so far as the matter which is the subject of the qualification or note is not covered by the company's own accounts and is material from the point of view of its members;

or, in so far as the information required by this sub-paragraph is not obtainable, a statement that it is not obtainable :

Provided that the Board of Trade may, on the application or with the consent of the company's directors, direct that in relation to any subsidiary this sub-paragraph shall not apply or shall apply only to such extent as may be provided by the direction.

(5)Paragraphs (b) and (c) of the last foregoing sub-paragraph shall apply only to profits and losses of a subsidiary which may properly be treated in the holding company's accounts as revenue profits or losses, and the profits or losses attributable to any shares in a subsidiary for the time being held by the holding company or any other of its subsidiaries shall not (for that or any other purpose) be treated as aforesaid so far as they are profits or losses for the period before the date on or as from which the shares were acquired by the company or any of its subsidiaries, except that they may in a proper case be so treated where—

(a)the company is itself the subsidiary of another body corporate; and

(b)the shares were acquired from that body corporate or a subsidiary of it;

and for the purpose of determining whether any profits or losses are to be treated as profits or losses for the said period the profit or loss for any financial year of the subsidiary may, if it is not practicable to apportion it with reasonable accuracy by reference to the facts, be treated as accruing from day to day during that year and be apportioned accordingly.

(6)Where group accounts are not submitted, there shall be annexed to the balance sheet a statement showing, in relation to the subsidiaries (if any) whose financial years did not end with that of the company—

(a)the reasons why the company's directors consider that the subsidiaries' financial years should not end with that of the company; and

(b)the dates on which the subsidiaries' financial years ending last before that of the company respectively ended or the earliest and latest of those dates.

16(1)The balance sheet of a company which is a subsidiary of another body corporate, whether or not it is itself a holding company, shall show the aggregate amount of its indebtedness to all bodies corporate of which it is a subsidiary or a fellow subsidiary and the aggregate amount of indebtedness of all such bodies corporate to it, distinguishing in each case between indebtedness in respect of debentures and otherwise, and the aggregate amount of assets consisting of shares in fellow subsidiaries.

(2)For the purposes of this paragraph a company shall be deemed to be a fellow subsidiary of another body corporate if both are subsidiaries of the same body corporate but neither is the other's.

Consolidated Accounts of Holding Company and Subsidiaries

17Subject to the following paragraphs of this Part of this Schedule, the consolidated balance sheet and profit and loss account shall combine the information contained in the separate balance sheets and profit and loss accounts of the holding company and of the subsidiaries dealt with by the consolidated accounts, but with such adjustments (if any) as the directors of the holding company think necessary.

18Subject as aforesaid and to Part III of this Schedule, the consolidated accounts shall, in giving the said information, comply so far as practicable, with the requirements of this Act and the Companies Act 1967 as if they were the accounts of an actual company.

19Sections one hundred and ninety-six and one hundred and ninety-seven of this Act and sections four and six to eight of the Companies Act 1967 shall not, by virtue of the two last foregoing paragraphs, apply for the purpose of the consolidated accounts.

20Paragraph 7 of this Schedule shall not apply for the purpose of any consolidated accounts laid before a company with the first balance sheet so laid after the commencement of this Act

21In relation to any subsidiaries of the holding company not dealt with by the consolidated accounts—

(a)sub-paragraphs (2) and (3) of paragraph 15 of this Schedule shall apply for the purpose of those accounts as if those accounts were the accounts of an actual company of which they were subsidiaries ; and

(b)there shall be annexed the like statement as is required by sub-paragraph (4) of that paragraph where there are no group accounts, but as if references therein to the holding company's accounts were references to the consolidated accounts.

22In relation to any subsidiaries (whether or not dealt with by the consolidated accounts), whose financial years did not end with that of the company, there shall be annexed the like statement as is required by sub-paragraph (6) of paragraph 15 of this Schedule where there are no group accounts.

PART IIIExceptions for special Classes of Company

23(1)A banking or discount company shall not be subject to the requirements of Part I of this Schedule other than—

(a)as respects its balance sheet, those of paragraphs 2 and 3, paragraph 4 (so far as it relates to assets), paragraph 8 (except sub-paragraphs (1)(d) and (4)), paragraphs 9 and 10 and paragraph 11 (except sub-paragraphs (6A), (6B), (6C), (8) and (8A)) ; and

(b)as respects its profit and loss account, those of sub-paragraph (1)(ga) and (h) of paragraph 12, paragraphs 12A and 13 and sub-paragraphs (1) and (5) of paragraph 14;

but, where in its balance sheet reserves or provisions (other than provisions for depreciation, renewals or diminution in value of assets) are not stated separately, any heading stating an amount arrived at after taking into account a reserve or such a provision shall be so framed or marked as to indicate that fact, and its profit and loss account shall indicate by appropriate words the manner in which the amount stated for the company's profit or loss has been arrived at.

(2)The accounts of a banking or discount company shall not be deemed, by reason only of the fact that they do not comply with any requirements of the said Part I from which the company is exempt by virtue of this paragraph, not to give the true and fair view required by this Act.

(3)In this paragraph the expression " banking or discount company " means any company which satisfies the Board of Trade that it ought to be treated for the purposes of this Schedule as a banking company or as a discount company.

24(1)An insurance company to which the [1958 c. 72.] Insurance Companies Act 1958 applies shall not be subject to the following requirements of Part I of this Schedule, that is to say—

(a)as respects its balance sheet, those of paragraphs 4 to 7 (both inclusive), sub-paragraphs (1)(a) and (3) of paragraph 8 and sub-paragraphs (4), (5) and (6A) to (8) (both inclusive) of paragraph 11 ;

(b)as respects its profit and loss account, those of paragraph 12 (except sub-paragraph (1)(b), (c), (d) and (h)) and paragraph 14(2);

but, where in its balance sheet reserves or provisions (other than provisions for depreciation, renewals or diminution in value of assets) are not stated separately, any heading stating an amount arrived at after taking into account a reserve or such a provision shall be so framed or marked as to indicate that fact, and its profit and loss account shall indicate by appropriate words the manner in which the amount stated for the company's profit or loss has been arrived at:

Provided that the Board of Trade may direct that any such insurance company whose business includes to a substantial extent business other than insurance business shall comply with all the requirements of the said Part I or such of them as may be specified in the direction and shall comply therewith as respects either the whole of its business or such part thereof as may be so specified.

(2)Where an insurance company is entitled to the benefit of this paragraph, then any wholly owned subsidiary thereof shall also be so entitled if its business consists only of business which is complementary to insurance business of the classes carried on by the insurance company.

(2A)The accounts of a company shall not be deemed, by reason only of the fact that they do not comply with any requirement of Part I of this Schedule from which the company is exempt by virtue of this paragraph, not to give the true and fair view required by this Act.

(3)For the purposes of this paragraph a company shall be deemed to be the wholly owned subsidiary of an insurance company if it has no members except the insurance company and the insurance company's wholly owned subsidiaries and its or their nominees.

25(1)A shipping company shall not be subject to the following requirements of Part I of this Schedule, that is to say—

(a)as respects its balance sheet, those of paragraph 4 (except so far as it relates to assets), paragraphs 5, 6 and 7 and sub-paragraphs (6A) and (6B) of paragraph 11 ;

(b)as respects its profit and loss account, those of sub-paragraph (1)(a), (e) and (f) and sub-paragraphs (3) and (4) of paragraph 12 and paragraph 13A.

(2)The accounts of a company shall not be deemed, by reason only of the fact that they do not comply with any requirements of Part I of this Schedule from which the company is exempt by virtue of this paragraph, not to give the true and fair view required by this Act.

(3)In this paragraph the expression " shipping company " means a company which, or a subsidiary of which, owns ships or includes amongst its activities the management or operation of ships, being a company which satisfies the Board of Trade that, in the national interest, it ought to be treated for the purposes of this paragraph as a shipping company.

26Where a company entitled to the benefit of any provision contained in this part of this Schedule is a holding company, the reference in Part II of this Schedule to consolidated accounts complying with the requirements of this Act shall, in relation to consolidated accounts of that company, be construed as referring to those requirements in so far only as they apply to the separate accounts of that company.

PART IVInterpretation of Schedule

27(1)For the purposes of this Schedule, unless the context otherwise requires.—

(a)the expression " provision " shall, subject to sub-paragraph (2) of this paragraph, mean any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets or retained by way of providing for any known liability of which the amount cannot be determined with substantial accuracy ;

(b)the expression " reserve " shall not, subject as aforesaid, include any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets or retained by way of providing for any known liability or any sum set aside for the purpose of its being used to prevent undue fluctuations in charges for taxation ;

and in this paragraph the expression " liability " shall include all liabilities in respect of expenditure contracted for and all disputed or contingent liabilities.

(2)Where—

(a)any amount written off or retained by way of providing for depreciation, renewals or diminution in value of assets, not being an amount written off in relation to fixed assets before the commencement of this Act; or

(b)any amount retained by way of providing for any known liability ;

is in excess of that which in the opinion of the directors is reasonably necessary for the purpose, the excess shall be treated for the purposes of this Schedule as a reserve and not as a provision.

28For the purposes aforesaid, the expression " quoted investment " means an investment as respects which there has been granted a quotation or permission to deal on a recognised stock exchange, or on any stock exchange of repute outside Great Britain, and the expression " unquoted investment " shall be construed accordingly,

29For the purposes aforesaid, the expression " long lease " means a lease in the case of which the portion of the term for which it was granted remaining unexpired at the end of the financial year is not less than fifty years, the expression " short lease " means a lease which is not a long lease and the expression " lease " includes an agreement for a lease.

30For the purposes aforesaid, a loan shall be deemed to fall due for repayment, and an instalment of a loan shall be deemed to fall due for payment, on the earliest date on which the lender could require repayment or, as the case may be, payment if he exercised all options and rights available to him.

31In the application of this Schedule to Scotland, " land of freehold tenure " means land in respect of which the company is the proprietor of the dominium utile or, in the case of land not held on feudal tenure, is the owner ; " land of leasehold tenure " means land of which the company is the tenant under a lease ; and the reference to ground-rents, rates and other outgoings includes a reference to feu-duty and ground annual.

Sections 49, 56 & 130.

SCHEDULE 3Fees to be paid to the Registrar of Companies.

PART ITable of Fees

PART IILimitations on Operation of Part I

1Where, in the case of a company limited by guarantee and having a share capital or an unlimited company having a share capital, an increase of share capital is made at the same time as an increase of membership, the company shall pay whichever fee is the higher, but not both.

2The total of the fees to be paid by a company by reference to its membership shall in no case exceed £38.

3The total of the fees to be paid by a company by reference to its share capital or of the fees to be paid by it by reference to its membership and the fees to be paid by it by reference to its share capital, shall in no case exceed £68.

4In determining what fee (if any) is to be paid by a company upon an increase in its membership it shall be assumed, for the purpose of the application of the foregoing provisions of this Part of this Schedule, that the amount that would be payable by it by reference to its membership immediately before the increase has been paid, and in determining what fee (if any) is to be paid by a company upon an increase in its share capital, it shall be assumed, for that purpose, that the amount that would be payable by it by reference to its capital immediately before the increase has been paid.

Sections 56 & 130.

SCHEDULE 4Enactments of the [1948 c. 38.] Companies Act 1948 applied.

Sections 70, 107 & 130.

SCHEDULE 5Amendments of [1958 c. 72.] Insurance Companies Act 1958 consequential on Sections 59 and 70(1) of this Act.

Sections 99, 107, 108 & 130.

SCHEDULE 6Amendments (of minor Nature or consequential on Part II) of the [1958 c. 72.] Insurance Companies Act 1958 and the [1923 c. 8.] Industrial Assurance Act 1923.

PART IAmendments of the Insurance Companies Act 1958

PART IIAmendments of the [1923 c. 8.] Industrial Assurance Act 1923

Section 129.

SCHEDULE 7Spent or obsolete Enactments ceasing to have Effect.

Section 130.

SCHEDULE 8Enactments repealed.

PART IRepeals in the [1923 c. 8.] Industrial Assurance Act 1923

PART IIRepeal in the [1929 c. 28.] Industrial Assurance and Friendly Societies Act 1929

PART IIIRepeals in the [1948 c. 38.] Companies Act 1948

PART IVRepeal in the [1948 c. 39.] Industrial Assurance and Friendly Societies Act 1948

PART VRepeal in the [1951 c. 65.] Reserve and Auxiliary Forces (Protection of Civil Interests) Act 1951

PART VIRepeals in the [1958 c. 72.] Insurance Companies Act 1958

PART VIIRepeals in the [1963 c. 16.] Protection of Depositors Act 1963

PART VIIIRepeal in the [1964 c. 71.] Trading Stamps Act 1964

PART IXRepeals in the [1965 c. 2.] Administration of Justice Act 1965