Company Directors Disqualification Act 1986

Miscellaneous and generalU.K.

20 Admissibility in evidence of statements. U.K.

[F1(1)] In any proceedings (whether or not under this Act), any statement made in pursuance of a requirement imposed by or under sections [F25A, 6 to 10, 12C, 15 to 15C] or 19(c) of, or Schedule 1 to, this Act, or by or under rules made for the purposes of this Act under the Insolvency Act [F31986] [F4or under the 1989 Order], may be used in evidence against any person making or concurring in making the statement.

[F5(2)However, in criminal proceedings in which any such person is charged with an offence to which this subsection applies—

(a)no evidence relating to the statement may be adduced, and

(b)no question relating to it may be asked,

by or on behalf of the prosecution, unless evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that person.

(3)Subsection (2) applies to any offence other than—

(a)an offence which is—

(i)created by rules made for the purposes of this Act under the Insolvency Act [F61986], and

(ii)designated for the purposes of this subsection by such rules or by regulations made by the Secretary of State;

(b)an offence which is—

(i)created by regulations made under any such rules, and

(ii)designated for the purposes of this subsection by such regulations;

(c)an offence under section 5 of the M1Perjury Act 1911 (false statements made otherwise than on oath); F7...

(d)an offence under section 44(2) of the M2Criminal Law (Consolidation) (Scotland) Act 1995 (false statements made otherwise than on oath)[F8; or

(e)an offence under Article 10 of the Perjury (Northern Ireland) Order 1979 (S.I. 1979/1714 (N.I. 19)) (false statements made otherwise than on oath).]

(4)Regulations under subsection (3)(a)(ii) shall be made by statutory instrument and, after being made, shall be laid before each House of Parliament.]

[F9(5)In subsection (1), “the 1989 Order” means the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).]

[F1020ALegal professional privilegeU.K.

In proceedings against a person for an offence under this Act nothing in this Act is to be taken to require any person to disclose any information that he is entitled to refuse to disclose on grounds of legal professional privilege (in Scotland, confidentiality of communications).]

21 Interaction with Insolvency Act [F111986] [F12etc].U.K.

(1)References in this Act to the official receiver, in relation to the winding up of a company or the bankruptcy of an individual, are to any person who, by virtue of section 399 of the Insolvency Act [F131986], is authorised to act as the official receiver in relation to that winding up or bankruptcy; and, in accordance with section 401(2) of that Act, references in this Act to an official receiver includes a person appointed as his deputy.

(2)Sections [F141A] [F155A, 6 to 10, 12C to 15C], 19(c) and 20 of, and Schedule 1 to, this Act [F14and sections 1 and 17 of this Act as they apply for the purposes of those provisions] are deemed included in Parts I to VII of the Insolvency Act [F131986] for the purposes of the following sections of that Act—

• section 411 (power to make insolvency rules);

• section 414 (fees orders);

• section 420 (orders extending provisions about insolvent companies to insolvent partnerships);

• section 422 (modification of such provisions in their application to recognised banks); F16. . .

(3)Section 434 of that Act (Crown application) applies to sections [F171A] [F155A, 6 to 10, 12C to 15C], 19(c) and 20 of, and Schedule 1 to, this Act [F17and sections 1 and 17 of this Act as they apply for the purposes of those provisions] as it does to the provisions of that Act which are there mentioned.

[F18(4)For the purposes of summary proceedings in Scotland, section 431 of that Act applies to summary proceedings for an offence under section 11 [F19, 11A] or 13 of this Act as it applies to summary proceedings for an offence under Parts I to VII of the Act.]

[F20(5)Sections 8ZF and 8ZG and the other provisions of this Act so far as relating to applications and orders made, and undertakings accepted, under those provisions in Northern Ireland, are deemed included in Parts 2 to 7 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) for the purposes of the following Articles of that Order—

• Article 359 (power to make insolvency rules);

• Article 361 (fees orders).]

[F2121ABank insolvencyU.K.

Section 121 of the Banking Act 2009 provides for this Act to apply in relation to bank insolvency as it applies in relation to liquidation.]

[F2221BBank administrationU.K.

Section 155 of the Banking Act 2009 provides for this Act to apply in relation to bank administration as it applies in relation to liquidation.]

[F2321CBuilding society insolvency and special administrationU.K.

Section 90E of the Building Societies Act 1986 provides for this Act to apply in relation to building society insolvency and building society special administration as it applies in relation to liquidation.]

22 Interpretation. U.K.

(1)This section has effect with respect to the meaning of expressions used in this Act, and applies unless the context otherwise requires.

[F24(2)“Company” means—

(a)a company registered under the Companies Act 2006 in Great Britain, or

(b)a company that may be wound up under Part 5 of the Insolvency Act 1986 (unregistered companies).]

[F25(2A)An “overseas company” is a company incorporated or formed outside Great Britain.]

[F26(2B)So far as this Act extends to Northern Ireland, subsections (2) and (2A) do not apply and instead—

• “company” means—

  (a)

  a company registered under the Companies Act 2006 in Northern Ireland, or

  (b)

  a company that may be wound up under Part 6 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (unregistered companies), and

• “overseas company” means a company which is incorporated or formed outside Northern Ireland.]

(3)Section 247 in Part VII of the Insolvency Act [F271986](interpretation for the first Group of Parts of that Act) applies as regards references to a company’s insolvency and to its going into liquidation; and “administrative receiver” has the meaning given by section 251 of that Act [F28and references to acting as an insolvency practitioner are to be read in accordance with section 388 of that Act].

(4)“Director” includes any person occupying the position of director, by whatever name called F29. . ..

(5)“Shadow director”, in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act [F30, but so that a person is not deemed a shadow director by reason only that the directors act—

(a)on advice given by that person in a professional capacity;

(b)in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under an enactment;

(c)in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975).]

[F31(6)“Body corporate” and “officer” have the same meaning as in the Companies Acts (see section 1173(1) of the Companies Act 2006).]

[F32(7)“The Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006.]

[F33(8)Any reference to provisions, or a particular provision, of the Companies Acts or the Insolvency Act 1986 includes the corresponding provisions or provision of corresponding earlier legislation.]

[F34(9)Subject to the provisions of this section, expressions that are defined for the purposes of the Companies Acts [F35(see section 1174 of, and Schedule 8 to, the Companies Act 2006)] have the same meaning in this Act.]

[F36(10)Any reference to acting as receiver—

(a)includes acting as manager or as both receiver and manager, but

(b)does not include acting as administrative receiver;

and “receivership” is to be read accordingly.]

[F3722A Application of Act to building societies.E+W+S

(1)This Act applies to building societies as it applies to companies.

(2)References in this Act to a company, or to a director or an officer of a company include, respectively, references to a building society within the meaning of the Building Societies Act 1986 or to a director or officer, within the meaning of that Act, of a building society.

(3)In relation to a building society the definition of “shadow director” in section 22(5) applies with the substitution of “building society” for “company”.

[F38(3A)In relation to a building society, this Act applies as if—

(a)sections 6(1)(a)(ii) and (3)(d) [F39, 7(2)(b) and 11A] were omitted;

(b)references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent were omitted.]

F40(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

[F4122BApplication of Act to incorporated friendly societies.E+W+S

(1)This Act applies to incorporated friendly societies as it applies to companies.

(2)References in this Act to a company, or to a director or an officer of a company include, respectively, references to an incorporated friendly society within the meaning of the Friendly Societies Act 1992 or to a member of the committee of management or officer, within the meaning of that Act, of an incorporated friendly society.

(3)In relation to an incorporated friendly society every reference to a shadow director shall be omitted.

[F42(3A)In relation to an incorporated friendly society, this Act applies as if sections [F43—

(a)sections 6(1)(a)(ii) and (3)(d), 7(2)(b) [F44, 8ZA to 8ZE and 11A] were omitted;

(b)references in sections 7(4)(a) and 15A(3)(b) to a company which has been dissolved without becoming insolvent were omitted.]]

F45(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

[F4622CApplication of Act to NHS foundation trustsE+W+S

(1)This Act applies to NHS foundation trusts as it applies to companies within the meaning of this Act.

(2)References in this Act to a company, or to a director or officer of a company, include, respectively, references to an NHS foundation trust or to a director or officer of the trust; but references to shadow directors are omitted.

[F47(2A)In relation to an NHS foundation trust, this Act applies as if—

(a)sections 6(1)(a)(ii) and (3)(d) [F48, 7(2)(b) and 11A] were omitted;

(b)references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent were omitted.]

F49(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

F5022DApplication of Act to open-ended investment companiesE+W+S

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F5122E[F52Application of Act to registered societies]E+W+S

[F53(1)In this section “registered society” has the same meaning as in the Co-operative and Community Benefit Societies Act 2014 (“the 2014 Act”).]

(2)This Act applies to registered societies as it applies to companies.

(3)Accordingly, in this Act—

(a)references to a company include a registered society, and

(b)references to a director or an officer of a company include a member of the committee or an officer of a registered society.

In paragraph (b) “committee” and “officer” have the same meaning as in [F54the 2014 Act: see section 149 of that Act].

(4)As they apply in relation to registered societies, the provisions of this Act have effect with the following modifications—

(a)in section 2(1) (disqualification on conviction of indictable offence), the reference to striking off includes cancellation of the registration of a society under [F55the 2014 Act];

(b)in section 3 (disqualification for persistent breaches) and section 5 (disqualification on summary conviction), references to the companies legislation shall be read as references to the legislation relating to registered societies;

F56(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d)references to the registrar shall be read as references to the [F57Financial Conduct Authority];

(e)references to a shadow director shall be disregarded

[F58(f)sections 6(1)(a)(ii) and (3)(d), 7(2)(b) [F59, 8ZA to 8ZE and 11A] are to be disregarded;

(g)references in sections 7(4)(a) and 15A(3)(b) to a company which has been dissolved without becoming insolvent are to be disregarded.]

F60(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F61(6)The legislation relating to registered societies” means the Credit Unions Act 1979 and the Co-operative and Community Benefit Societies Act 2014.]]

[F6222F.Application of Act to charitable incorporated organisationsE+W

(1)This Act applies to charitable incorporated organisations (“CIOs”) as it applies to companies.

(2)Accordingly, in this Act—

(a)references to a company are to be read as including references to a CIO;

(b)references to a director or an officer of a company are to be read as including references to a charity trustee of a CIO; and

(c)any reference to the Insolvency Act 1986 is to be read as including a reference to that Act as it applies to CIOs.

(3)As they apply in relation to CIOs, the provisions of this Act have effect with the following modifications—

(a)in section 2(1), the reference to striking off is to be read as including a reference to dissolution;

(b)in section 4(1)(a), the reference to an offence under section 993 of the Companies Act 2006 is to be read as including a reference to an offence under regulation 60 of the Charitable Incorporated Organisations (General) Regulations 2012(fraudulent trading);

[F63(ba)sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) are to be disregarded;

(bb)references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent are to be disregarded;]

(c)sections 9A to 9E are to be disregarded;

(d)references to any of sections 9A to 9E are to be disregarded;

[F64(da)section 11A is to be disregarded;]

(e)references to a shadow director are to be disregarded.

F65(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)In this section “charity trustees” has the meaning given by section 177 of the Charities Act 2011.]

[F6622GApplication of Act to further education bodiesU.K.

(1)This Act applies to further education bodies as it applies to companies.

(2)Accordingly, in this Act—

(a)references to a company are to be read as including references to a further education body;

(b)references to a director or an officer of a company are to be read as including references to a member of a further education body;

(c)any reference to the Insolvency Act 1986 is to be read as including a reference to that Act as it applies to further education bodies.

(3)As they apply in relation to further education bodies, the provisions of this Act have effect with the following modifications—

(a)in section 2(1), the reference to striking off is to be read as including a reference to dissolution;

[F67(aa)sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) are to be disregarded;

(ab)references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent are to be disregarded;]

(b)sections 9A to 9E are to be disregarded;

(c)references to any of sections 9A to 9E are to be disregarded;

[F68(d)section 11A is to be disregarded.]

(4)In this section—

• “further education body” means—

  (a)

  a further education corporation, or

  (b)

  a sixth form college corporation;

• “further education corporation” means a body corporate that—

  (a)

  is established under section 15 or 16 of the Further and Higher Education Act 1992, or

  (b)

  has become a further education corporation by virtue of section 33D or 47 of that Act;

• “sixth form college corporation” means a body corporate—

  (a)

  designated as a sixth form college corporation under section 33A or 33B of the Further and Higher Education Act 1992, or

  (b)

  established under section 33C of that Act.]

[F6922H.Application of Act to protected cell companiesU.K.

(1)In this section—

(a)[F70so far as this section extends to England and Wales and Scotland,] “protected cell company” means a protected cell company incorporated under Part 4 of the Risk Transformation Regulations 2017 which has its registered office in England and Wales (or Wales) or Scotland; and

[F71(aa)so far as this section extends to Northern Ireland, “protected cell company” means a protected cell company incorporated under Part 4 of the Risk Transformation Regulations 2017 which has its registered office in Northern Ireland;]

(b)a reference to a part of a protected cell company is a reference to the core or a cell of the protected cell company (see regulations 42 and 43 of the Risk Transformation Regulations 2017).

(2)This Act applies to protected cell companies as it applies to companies.

(3)Accordingly, in this Act, references to a company are to be read as including references to a protected cell company.

(4)As they apply in relation to protected cell companies, the provisions of this Act have effect with the following modifications—

[F72(za)sections 6(1)(a)(ii) and (3)(d) [F73, 7(2)(b) and 11A] are to be disregarded;

(zb)references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent are to be disregarded;]

(a)references to the administration, insolvency, liquidation or winding up of a company are to be read as references to the administration, insolvency, liquidation or winding up of a part of a protected cell company;

(b)references to striking off are to be read as including references to dissolution;

(c)references to a director of a company which is or has been insolvent are to be read as references to the director of a protected cell company, a part of which is or has been insolvent;

(d)references to a director of a company which is being or has been wound up are to be read as references to the director of a protected cell company, a part of which is being or has been wound up;

(e)references to the court with jurisdiction to wind up a company are to be read as references to the court with jurisdiction to wind up the parts of a protected cell company;

(f)references to the companies legislation are to be read as references to Part 4 of, and Schedules 1 to 3 to, the Risk Transformation Regulations 2017;

(g)references to the Insolvency Act 1986 are to be read as references to that Act as applied by Part 4 of, and Schedules 1 to 3 to, the Risk Transformation Regulations 2017;

(h)references to section 452 and 456 of the Companies Act 2006 are to be read as references to those sections as applied by regulation 163 of the Risk Transformation Regulations 2017;

(i)references to the registrar of companies are to be read as references to the Financial Conduct Authority; and

(j)[F74so far as this section extends to England and Wales and Scotland,] references to an overseas company include references to a protected cell company incorporated under the Risk Transformation Regulations 2017 which has its registered office in Northern Ireland;

[F75(k)so far as this section extends to Northern Ireland, references to an overseas company include references to a protected cell company incorporated under the Risk Transformation Regulations 2017 which has its registered office in England and Wales (or Wales) or Scotland.]

(5)Where two or more parts of a protected cell company are or have been insolvent, then sections 6 to 7A and 8ZA to 8ZC apply in relation to each part separately.

(6)A contribution to the assets of a protected cell company given in accordance with a compensation order under section 15A(1) or a compensation undertaking under section 15A(2) is to be held by the protected cell company on behalf of the part of the protected cell company specified in the order or undertaking.]

[F7622IPower to amend application of Act in relation to relevant entitiesU.K.

(1)The Secretary of State may by regulations amend this Act for the purpose of applying, or modifying the application of, any of its provisions in relation to relevant entities.

(2)For that purpose, the regulations may in particular—

(a)extend the company disqualification conditions to include corresponding conditions relating to a relevant entity;

(b)limit the company disqualification conditions to remove conditions relating to a relevant entity;

(c)modify which company disqualification conditions can, in combination with each other, result in a person being disqualified under this Act;

(d)provide for any of the company disqualification conditions to result in or contribute to a person being disqualified from acting in a role or doing something in relation to a relevant entity.

(3)In this section “the company disqualification conditions” means the conditions that can result in or contribute to a person being disqualified under this Act from acting in a role or doing something in relation to any entity.

(4)In this section a “relevant entity” means—

(a)a limited partnership registered under the Limited Partnerships Act 1907;

(b)a limited liability partnership registered under the Limited Liability Partnerships Act 2000;

(c)a partnership, other than a limited partnership, that is—

(i)constituted under the law of Scotland, and

(ii)a qualifying partnership within the meaning given by regulation 3 of the Partnerships (Accounts) Regulations 2008.

(5)Regulations under this section may make—

(a)consequential, supplementary, incidental, transitional or saving provision;

(b)different provision for different purposes.

(6)The provision which may be made by virtue of subsection (5)(a) includes provision amending provision made by or under either of the following, whenever passed or made—

(a)an Act;

(b)Northern Ireland legislation.

(7)Regulations under this section are to be made by statutory instrument.

(8)A statutory instrument containing regulations under this section may not be made unless a draft of the instrument has been laid before and approved by a resolution of each House of Parliament.]

23 Transitional provisions, savings, repeals.U.K.

(1)The transitional provisions and savings in Schedule 3 to this Act have effect, and are without prejudice to anything in the M3Interpretation Act 1978 with regard to the effect of repeals.

(2)The enactments specified in the second column of Schedule 4 to this Act are repealed to the extent specified in the third column of that Schedule.

24 Extent.U.K.

(1)This Act extends to England and Wales and to Scotland.

[F77(2)Subsections (1) to (2A) of section 11 also extend to Northern Ireland.]

[F78(3)For provision extending this Act (other than sections 13 to 15) to Northern Ireland so far as relating to applications and orders made, and undertakings accepted, under section 8ZF or 8ZG, see paragraph 4 of Schedule 13 to the Finance Act 2024.]

25 Commencement.U.K.

This Act comes into force simultaneously with the Insolvency Act 1986.

26 Citation.U.K.

This Act may be cited as the Company Directors Disqualification Act 1986.