Companies Act 2006
Part 1General introductory provisions
Companies and Companies Acts
1Companies
2The Companies Acts
Types of company
3Limited and unlimited companies
4Private and public companies
5Companies limited by guarantee and having share capital
6Community interest companies
Part 2Company formation
General
7Method of forming company
8Memorandum of association
Requirements for registration
9Registration documents
9ARequired information about the subscribers
10Statement of capital and initial shareholdings
11Statement of guarantee
12Statement of proposed officers
12AStatement of initial significant control
12BOption to provide ID verification information about PSCs
13Statement of compliance
Registration and its effect
14Registration
15Issue of certificate of incorporation
16Effect of registration
Part 3A company's constitution
Chapter 1Introductory
17A company's constitution
Chapter 2Articles of association
General
18Articles of association
19Power of Secretary of State to prescribe model articles
20Default application of model articles
Alteration of articles
21Amendment of articles
22Entrenched provisions of the articles
23Notice to registrar of existence of restriction on amendment of articles
24Statement of compliance where amendment of articles restricted
25Effect of alteration of articles on company's members
26Registrar to be sent copy of amended articles
27Registrar's notice to comply in case of failure with respect to amended articles
Supplementary
28Existing companies: provisions of memorandum treated as provisions of articles
Chapter 3Resolutions and agreements affecting a company's constitution
29Resolutions and agreements affecting a company's constitution
30Copies of resolutions or agreements to be forwarded to registrar
Chapter 4Miscellaneous and supplementary provisions
Statement of company's objects
31Statement of company's objects
Other provisions with respect to a company's constitution
32Constitutional documents to be provided to members
33Effect of company's constitution
34Notice to registrar where company's constitution altered by enactment
35Notice to registrar where company's constitution altered by order
36Documents to be incorporated in or accompany copies of articles issued by company
Supplementary provisions
37Right to participate in profits otherwise than as member void
38Application to single member companies of enactments and rules of law
Part 4A company's capacity and related matters
Capacity of company and power of directors to bind it
39A company's capacity
40Power of directors to bind the company
41Constitutional limitations: transactions involving directors or their associates
42Constitutional limitations: companies that are charities
Formalities of doing business under the law of England and Wales or Northern Ireland
43Company contracts
44Execution of documents
45Common seal
46Execution of deeds
47Execution of deeds or other documents by attorney
Formalities of doing business under the law of Scotland
48Execution of documents by companies
Other matters
49Official seal for use abroad
50Official seal for share certificates etc
51Pre-incorporation contracts, deeds and obligations
52Bills of exchange and promissory notes
Part 5A company's name
Chapter 1General requirements
Prohibited names
53Prohibited names
53ANames for criminal purposes
Sensitive words and expressions
54Names suggesting connection with government or public authority
55Other sensitive words or expressions
56Duty to seek comments of government department or other specified body
56ANames suggesting connection with foreign governments etc
Permitted characters etc
57Permitted characters etc
Computer code
57ANames containing computer code
Prohibitions where a company has been required to change a name
57BProhibition on re-registering name following direction
57CName that another company has been directed to change
Chapter 2Indications of company type or legal form
Required indications for limited companies
58Public limited companies
59Private limited companies
60Exemption from requirement as to use of “limited”
61Continuation of existing exemption: companies limited by shares
62Continuation of existing exemption: companies limited by guarantee
63Exempt company: restriction on amendment of articles
64Power to direct change of name in case of company ceasing to be entitled to exemption
Inappropriate use of indications of company type or legal form
65Inappropriate use of indications of company type or legal form
Chapter 3Similarity to other names
Similarity to other name on registrar's index
66Name not to be the same as another in the index
67Power to direct change of name in case of similarity to existing name
68Direction to change name: supplementary provisions
Similarity to other name in which person has goodwill
69Objection to company's registered name
70Company names adjudicators
71Procedural rules
72Decision of adjudicator to be made available to public
73Order requiring name to be changed
74Appeal from adjudicator's decision
Chapter 4Other powers of the Secretary of State and the registrar
Provision of misleading information
75Provision of misleading information etc
Misleading indication of activities and names used for criminal purposes
76Misleading indication of activities
76APower to direct change of name used for criminal purposes
Direction to change name wrongly registered
76BDirection to change name wrongly registered
Registrar’s powers to change names
76CRegistrar’s power to change name containing computer code
76DRegistrar’s power to change name for failure to comply with direction
CHAPTER 4AExceptions
76EExceptions based on national security etc
Chapter 5Change of name
77Change of name
78Change of name by special resolution
79Change of name by means provided for in company's articles
80Change of name: registration and issue of new certificate of incorporation
81Change of name: effect
Chapter 6Trading disclosures
82Requirement to disclose company name etc
83Civil consequences of failure to make required disclosure
84Criminal consequences of failure to make required disclosures
85Minor variations in form of name to be left out of account
Part 6A company's registered office and email address
General
86Duty to ensure registered office at appropriate address
87Change of address of registered office
Welsh companies
88Welsh companies
Registered email address
88ADuty to maintain a registered email address
88BChange of registered email address
Part 7Re-registration as a means of altering a company's status
Introductory
89Alteration of status by re-registration
Private company becoming public
90Re-registration of private company as public
91Requirements as to share capital
92Requirements as to net assets
93Recent allotment of shares for non-cash consideration
94Application and accompanying documents
95Statement of proposed secretary
96Issue of certificate of incorporation on re-registration
Public company becoming private
97Re-registration of public company as private limited company
98Application to court to cancel resolution
99Notice to registrar of court application or order
100Application and accompanying documents
101Issue of certificate of incorporation on re-registration
Private limited company becoming unlimited
102Re-registration of private limited company as unlimited
103Application and accompanying documents
104Issue of certificate of incorporation on re-registration
Unlimited private company becoming limited
105Re-registration of unlimited company as limited
106Application and accompanying documents
107Issue of certificate of incorporation on re-registration
108Statement of capital required where company already has share capital
Public company becoming private and unlimited
109Re-registration of public company as private and unlimited
110Application and accompanying documents
111Issue of certificate of incorporation on re-registration
Part 8A company's members
Chapter 1The members of a company
112The members of a company
Chapter 2Register of members
Duty to keep register
112AAlternative method of record-keeping
113Register of members
113ARequired information about members: individuals
113BRequired information about members: corporate members and firms
113CPower to amend the required information
113DDuty on new members to notify required information
113EDuty on member to notify changes to required information
113FPower for company to require information from members
113GFailure to comply with section 113D, 113E or 113F
113HBasic false statement offences in connection with sections 113D to 113F
113IAggravated false statement offences in connection with sections 113D to 113F
Duty to keep index of members
113JIndex of members
Inspection etc of register and index of members
114Register to be kept available for inspection
115Index of members
116Rights to inspect and require copies
117Register of members: response to request for inspection or copy
118Register of members: refusal of inspection or default in providing copy
119Register of members: offences in connection with request for or disclosure of information
120Information as to state of register and index
120APower to make regulations protecting material
120BOffence of failing to comply with regulations under section 120A
Removal of entries from register of members
121Removal of entries relating to former members
Special cases
122Share warrants
123Single member companies
124Company holding its own shares as treasury shares
Supplementary
125Power of court to rectify register
126Trusts not to be entered on register
127Register to be evidence
128Time limit for claims arising from entry in register
128ZATransitional provision where information kept on central register
CHAPTER 2AOption to keep information on central register
128AIntroduction
128BRight to make an election
128CEffective date of election
128DEffect of election on obligations under Chapter 2
128EDuty to notify registrar of changes
128FInformation as to state of central register
128GPower of court to order company to remedy default or delay
128HCentral register to be evidence
128ITime limits for claims arising from delivery to registrar
128JWithdrawing the election
128KPower to extend option to public companies
Chapter 3Overseas branch registers
129Overseas branch registers
130Notice of opening of overseas branch register
131Keeping of overseas branch register
132Register or duplicate to be kept available for inspection in UK
133Transactions in shares registered in overseas branch register
134Jurisdiction of local courts
135Discontinuance of overseas branch register
Chapter 4Prohibition on subsidiary being member of its holding company
General prohibition
136Prohibition on subsidiary being a member of its holding company
137Shares acquired before prohibition became applicable
Subsidiary acting as personal representative or trustee
138Subsidiary acting as personal representative or trustee
139Interests to be disregarded: residual interest under pension scheme or employees' share scheme
140Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme
Subsidiary acting as dealer in securities
141Subsidiary acting as authorised dealer in securities
142Protection of third parties in other cases where subsidiary acting as dealer in securities
Supplementary
143Application of provisions to companies not limited by shares
144Application of provisions to nominees
Part 9Exercise of members' rights
Effect of provisions in company's articles
145Effect of provisions of articles as to enjoyment or exercise of members' rights
Information rights
146Traded companies: nomination of persons to enjoy information rights
147Information rights: form in which copies to be provided
148Termination or suspension of nomination
149Information as to possible rights in relation to voting
150Information rights: status of rights
151Information rights: power to amend
Exercise of rights where shares held on behalf of others
152Exercise of rights where shares held on behalf of others: exercise in different ways
153Exercise of rights where shares held on behalf of others: members' requests
Part 10A company's directors
Chapter 1Appointment and removal of directors
Requirement to have directors
154Companies required to have directors
155Companies required to have at least one director who is a natural person
156Direction requiring company to make appointment
Appointment
156AEach director to be a natural person
156BPower to provide for exceptions from requirement that each director be a natural person
156CExisting director who is not a natural person
157Minimum age for appointment as director
158Power to provide for exceptions from minimum age requirement
159.Existing under-age directors
159ADisqualified person not to be appointed as director
160Appointment of directors of public company to be voted on individually
161Validity of acts of directors
Register of directors, etc
161AAlternative method of record-keeping
162Register of directors
163Particulars of directors to be registered: individuals
164Particulars of directors to be registered: corporate directors and firms
165Register of directors' residential addresses
166Particulars of directors to be registered: power to make regulations
167Duty to notify registrar of changes
Option to keep information on the central register
167ARight to make an election
167BEffective date of election
167CEffect of election on obligations under sections 162 to 167
167DDuty to notify registrar of changes
167EWithdrawing the election
167FPower to extend option to public companies
Notification of information about directors
167GDuty to notify registrar of change in directors
167HDuty to notify registrar of changes of information
167INotification of changes occurring before company’s incorporation
167JRequired information about a director: individuals
167KRequired information about a director: corporate directors and firms
167LDirectors: offence of failure to notify of changes
Directors: duties relating to ID verification and notification
167MProhibition on director acting unless ID verified
167NProhibition on acting unless directorship notified
Removal
168Resolution to remove director
169Director's right to protest against removal
169ARemoval from office of disqualified directors
Chapter 2General duties of directors
Introductory
170Scope and nature of general duties
The general duties
171Duty to act within powers
172Duty to promote the success of the company
173Duty to exercise independent judgment
174Duty to exercise reasonable care, skill and diligence
175Duty to avoid conflicts of interest
176Duty not to accept benefits from third parties
177Duty to declare interest in proposed transaction or arrangement
Supplementary provisions
178Civil consequences of breach of general duties
179Cases within more than one of the general duties
180Consent, approval or authorisation by members
181Modification of provisions in relation to charitable companies
Chapter 3Declaration of interest in existing transaction or arrangement
182Declaration of interest in existing transaction or arrangement
183Offence of failure to declare interest
184Declaration made by notice in writing
185General notice treated as sufficient declaration
186Declaration of interest in case of company with sole director
187Declaration of interest in existing transaction by shadow director
Chapter 4Transactions with directors requiring approval of members
Service contracts
188Directors' long-term service contracts: requirement of members' approval
189Directors' long-term service contracts: civil consequences of contravention
Substantial property transactions
190Substantial property transactions: requirement of members' approval
191Meaning of “substantial”
192Exception for transactions with members or other group companies
193Exception in case of company in winding up or administration
194Exception for transactions on recognised investment exchange
195Property transactions: civil consequences of contravention
196Property transactions: effect of subsequent affirmation
Loans, quasi-loans and credit transactions
197Loans to directors: requirement of members' approval
198Quasi-loans to directors: requirement of members' approval
199Meaning of “quasi-loan” and related expressions
200Loans or quasi-loans to persons connected with directors: requirement of members' approval
201Credit transactions: requirement of members' approval
202Meaning of “credit transaction”
203Related arrangements: requirement of members' approval
204Exception for expenditure on company business
205Exception for expenditure on defending proceedings etc
206Exception for expenditure in connection with regulatory action or investigation
207Exceptions for minor and business transactions
208Exceptions for intra-group transactions
209Exceptions for money-lending companies
210Other relevant transactions or arrangements
211The value of transactions and arrangements
212The person for whom a transaction or arrangement is entered into
213Loans etc: civil consequences of contravention
214Loans etc: effect of subsequent affirmation
Payments for loss of office
215Payments for loss of office
216Amounts taken to be payments for loss of office
217Payment by company: requirement of members' approval
218Payment in connection with transfer of undertaking etc: requirement of members' approval
219Payment in connection with share transfer: requirement of members' approval
220Exception for payments in discharge of legal obligations etc
221Exception for small payments
222Payments made without approval: civil consequences
Supplementary
223Transactions requiring members' approval: application of provisions to shadow directors
224Approval by written resolution: accidental failure to send memorandum
225Cases where approval is required under more than one provision
226Requirement of consent of Charity Commission: companies that are charities
CHAPTER 4ADirectors of quoted companies and traded companies: special provision
Interpretation
226AKey definitions
Restrictions relating to remuneration or loss of office payments
226BRemuneration payments
226CLoss of office payments
226DSections 226B and 226C: supplementary
Supplementary
226EPayments made without approval: civil consequences
226FRelationship with requirements under Chapter 4
Chapter 5Directors' service contracts
227Directors' service contracts
228Copy of contract or memorandum of terms to be available for inspection
229Right of member to inspect and request copy
230Directors' service contracts: application of provisions to shadow directors
Chapter 6Contracts with sole members who are directors
231Contract with sole member who is also a director
Chapter 7Directors' liabilities
Provision protecting directors from liability
232Provisions protecting directors from liability
233Provision of insurance
234Qualifying third party indemnity provision
235Qualifying pension scheme indemnity provision
236Qualifying indemnity provision to be disclosed in directors' report
237Copy of qualifying indemnity provision to be available for inspection
238Right of member to inspect and request copy
Ratification of acts giving rise to liability
239Ratification of acts of directors
Chapter 8Directors' residential addresses: protection from disclosure
240Protected information
241Protected information: restriction on use or disclosure by company
242Protected information: restriction on ... disclosure by registrar
243Permitted ... disclosure by the registrar
244Disclosure under court order
245Circumstances in which registrar may put address on the public record
246Putting the address on the public record
Chapter 9Supplementary provisions
Provision for employees on cessation or transfer of business
247Power to make provision for employees on cessation or transfer of business
Records of meetings of directors
248Minutes of directors' meetings
249Minutes as evidence
Meaning of “director” and “shadow director”
250“Director”
251“Shadow director”
Other definitions
252Persons connected with a director
253Members of a director's family
254Director “connected with” a body corporate
255Director “controlling” a body corporate
256Associated bodies corporate
257References to company's constitution
General
258Power to increase financial limits
259Transactions under foreign law
Part 11Derivative claims and proceedings by members
Chapter 1Derivative claims in England and Wales or Northern Ireland
260Derivative claims
261Application for permission to continue derivative claim
262Application for permission to continue claim as a derivative claim
263Whether permission to be given
264Application for permission to continue derivative claim brought by another member
Chapter 2Derivative proceedings in Scotland
265Derivative proceedings
266Requirement for leave and notice
267Application to continue proceedings as derivative proceedings
268Granting of leave
269Application by member to be substituted for member pursuing derivative proceedings
Part 12Company secretaries
Private companies
270Private company not required to have secretary
Public companies
271Public company required to have secretary
272Direction requiring public company to appoint secretary
273Qualifications of secretaries of public companies
Provisions applying to private companies with a secretary and to public companies
274Discharge of functions where office vacant or secretary unable to act
274AAlternative method of record-keeping
275Duty to keep register of secretaries
276Duty to notify registrar of changes
277Particulars of secretaries to be registered: individuals
278Particulars of secretaries to be registered: corporate secretaries and firms
279Particulars of secretaries to be registered: power to make regulations
Option to keep information on the central register
279ARight to make an election
279BEffective date of election
279CEffect of election on obligations under sections 275 and 276
279DDuty to notify registrar of changes
279EWithdrawing the election
279FPower to extend option to public companies
Notification of information about secretaries
279GDuty to notify registrar of change in secretary or joint secretary
279HDuty to notify registrar of changes of information
279INotification of changes occurring before company’s incorporation
279JRequired information about a secretary etc: individuals
279KRequired information about a secretary etc: corporate secretaries and firms
279LFirms all of whose partners are joint secretaries
279MSecretary or joint secretary: offence of failure to notify of changes
Person acting in dual capacity
280Acts done by person in dual capacity
Part 13Resolutions and meetings
Chapter 1General provisions about resolutions
281Resolutions
282Ordinary resolutions
283Special resolutions
284Votes: general rules
285Voting by proxy
285AVoting rights on poll or written resolution
286Votes of joint holders of shares
287Saving for provisions of articles as to determination of entitlement to vote
Chapter 2Written resolutions
General provisions about written resolutions
288Written resolutions of private companies
289Eligible members
Circulation of written resolutions
290Circulation date
291Circulation of written resolutions proposed by directors
292Members' power to require circulation of written resolution
293Circulation of written resolution proposed by members
294Expenses of circulation
295Application not to circulate members' statement
Agreeing to written resolutions
296Procedure for signifying agreement to written resolution
297Period for agreeing to written resolution
Supplementary
298Sending documents relating to written resolutions by electronic means
299Publication of written resolution on website
300Relationship between this Chapter and provisions of company's articles
Chapter 3Resolutions at meetings
General provisions about resolutions at meetings
301Resolutions at general meetings
Calling meetings
302Directors' power to call general meetings
303Members' power to require directors to call general meeting
304Directors' duty to call meetings required by members
305Power of members to call meeting at company's expense
306Power of court to order meeting
Notice of meetings
307Notice required of general meeting
307ANotice required of general meeting: certain meetings of traded companies
308Manner in which notice to be given
309Publication of notice of meeting on website
310Persons entitled to receive notice of meetings
311Contents of notices of meetings
311ATraded companies: publication of information in advance of general meeting
312Resolution requiring special notice
313Accidental failure to give notice of resolution or meeting
Members' statements
314Members' power to require circulation of statements
315Company's duty to circulate members' statement
316Expenses of circulating members' statement
317Application not to circulate members' statement
Procedure at meetings
318Quorum at meetings
319Chairman of meeting
319ATraded companies: questions at meetings
320Declaration by chairman on a show of hands
321Right to demand a poll
322Voting on a poll
322AVoting on a poll: votes cast in advance
323Representation of corporations at meetings
Proxies
324Rights to appoint proxies
324AObligation of proxy to vote in accordance with instructions
325Notice of meeting to contain statement of rights
326Company-sponsored invitations to appoint proxies
327Notice required of appointment of proxy etc
328Chairing meetings
329Right of proxy to demand a poll
330Notice required of termination of proxy's authority
331Saving for more extensive rights conferred by articles
Adjourned meetings
332Resolution passed at adjourned meeting
Electronic communications
333Sending documents relating to meetings etc in electronic form
333A Traded company: duty to provide electronic address for receipt of proxies etc
Application to class meetings
334Application to class meetings
335Application to class meetings: companies without a share capital
Chapter 4Public companies and traded companies: additional requirements for AGMs
336Public companies and traded companies: annual general meeting
337Public companies and traded companies: notice of AGM
338Public companies: members' power to require circulation of resolutions for AGMs
338ATraded companies: members' power to include other matters in business dealt with at AGM
339Public companies: company's duty to circulate members' resolutions for AGMs
340Public companies: expenses of circulating members' resolutions for AGM
340ATraded companies: duty to circulate members' matters for AGM
340BTraded companies: expenses of circulating members' matters to be dealt with at AGM
Chapter 5Additional requirements for quoted companies AND TRADED COMPANIES
Website publication of poll results
341Results of poll to be made available on website
Independent report on poll
342Members' power to require independent report on poll
343Appointment of independent assessor
344Independence requirement
345Meaning of “associate”
346Effect of appointment of a partnership
347The independent assessor's report
348Rights of independent assessor: right to attend meeting etc
349Rights of independent assessor: right to information
350Offences relating to provision of information
351Information to be made available on website
Supplementary
352Application of provisions to class meetings
353Requirements as to website availability
354Power to limit or extend the types of company to which provisions of this Chapter apply
Chapter 6Records of resolutions and meetings
355Records of resolutions and meetings etc
356Records as evidence of resolutions etc
357Records of decisions by sole member
358Inspection of records of resolutions and meetings
359Records of resolutions and meetings of class of members
Chapter 7Supplementary provisions
360Computation of periods of notice etc: clear day rule
360AElectronic meetings and voting
360AATraded companies: confirmation of receipt of electronic voting
360BTraded companies: requirements for participating in and voting at general meetings
360BATraded companies: right to confirmation of vote after a general meeting
360CMeaning of “traded company”
361Meaning of “quoted company”
Part 14Control of political donations and expenditure
Introductory
362Introductory
Donations and expenditure to which this Part applies
363Political parties, organisations etc to which this Part applies
364Meaning of “political donation”
365Meaning of “political expenditure”
Authorisation required for donations or expenditure
366Authorisation required for donations or expenditure
367Form of authorising resolution
368Period for which resolution has effect
Remedies in case of unauthorised donations or expenditure
369Liability of directors in case of unauthorised donation or expenditure
370Enforcement of directors' liabilities by shareholder action
371Enforcement of directors' liabilities by shareholder action: supplementary
372Costs of shareholder action
373Information for purposes of shareholder action
Exemptions
374Trade unions
375Subscription for membership of trade association
376All-party parliamentary groups
377Political expenditure exempted by order
378Donations not amounting to more than £5,000 in any twelve month period
Supplementary provisions
379Minor definitions
Part 15Accounts and reports
Chapter 1Introduction
General
380Scheme of this Part
Companies subject to the small companies regime
381Companies subject to the small companies regime
382Companies qualifying as small: general
383Companies qualifying as small: parent companies
384Companies excluded from the small companies regime
384ACompanies qualifying as micro-entities
384BCompanies excluded from being treated as micro-entities
Quoted and unquoted companies
385Quoted and unquoted companies
Chapter 2Accounting records
386Duty to keep accounting records
387Duty to keep accounting records: offence
388Where and for how long records to be kept
389Where and for how long records to be kept: offences
Chapter 3A company's financial year
390A company's financial year
391Accounting reference periods and accounting reference date
392Alteration of accounting reference date
Chapter 4Annual accounts
General
393Accounts to give true and fair view
Individual accounts
394Duty to prepare individual accounts
394AIndividual accounts: exemption for dormant subsidiaries
394BCompanies excluded from the dormant subsidiaries exemption
394CDormant subsidiaries exemption: parent undertaking declaration of guarantee
395Individual accounts: applicable accounting framework
396Companies Act individual accounts
397 IAS individual accounts
...
398Option to prepare group accounts
Group accounts ...
399Duty to prepare group accounts
400Exemption for company included in UK group accounts of larger group
401Exemption for company included in non-UK group accounts of larger group
402Exemption if no subsidiary undertakings need be included in the consolidation
Group accounts: general
403Group accounts: applicable accounting framework
404Companies Act group accounts
405Companies Act group accounts: subsidiary undertakings included in the consolidation
406 IAS group accounts
407Consistency of financial reporting within group
408Individual profit and loss account where group accounts prepared
Information to be given in notes to the accounts
409Information about related undertakings
410Information about related undertakings: alternative compliance
410AInformation about off-balance sheet arrangements
411Information about employee numbers and costs
412Information about directors' benefits: remuneration
413Information about directors' benefits: advances, credit and guarantees
Approval and signing of accounts
414Approval and signing of accounts
CHAPTER 4ASTRATEGIC REPORT
414ADuty to prepare strategic report
414BStrategic report: small companies exemption
414CContents of strategic report
414CZASection 172(1) statement
414CANon-financial and sustainability information statement
414CBContents of non-financial and sustainability information statement
414DApproval and signing of strategic report
Chapter 5Directors' report
Directors' report
415Duty to prepare directors' report
415ADirectors' report: small companies exemption
416Contents of directors' report: general
417Contents of directors' report: business review
418Contents of directors' report: statement as to disclosure to auditors
419Approval and signing of directors' report
419AApproval and signing of separate corporate governance statement
Chapter 6Quoted companies and traded companies: directors' remuneration report
420Duty to prepare directors' remuneration report
421Contents of directors' remuneration report
422Approval and signing of directors' remuneration report
422ARevisions to directors' remuneration policy
Chapter 7Publication of accounts and reports
Duty to circulate copies of accounts and reports
423Duty to circulate copies of annual accounts and reports
424Time allowed for sending out copies of accounts and reports
425Default in sending out copies of accounts and reports: offences
Option to provide strategic report with supplementary material
426Option to provide strategic report with supplementary material
426ASupplementary material
Section 172(1) statement: requirements as to website publication
426BSection 172(1) statement to be made available on website
427Form and contents of summary financial statement: unquoted companies
428Form and contents of summary financial statement: quoted companies
429Summary financial statements: offences
Quoted companies and traded companies: requirements as to website publication
430Quoted companies and traded companies: annual accounts and reports to be made available on website
Right of member or debenture holder to demand copies of accounts and reports
431Right of member or debenture holder to copies of accounts and reports: unquoted companies
432Right of member or debenture holder to copies of accounts and reports: quoted companies
Requirements in connection with publication of accounts and reports
433Name of signatory to be stated in published copies of accounts and reports
434Requirements in connection with publication of statutory accounts
435Requirements in connection with publication of non-statutory accounts
436Meaning of “publication” in relation to accounts and reports
Chapter 8Public companies: laying of accounts and reports before general meeting
437Public companies: laying of accounts and reports before general meeting
438Public companies: offence of failure to lay accounts and reports
Chapter 9Quoted companies and traded companies: members' approval of directors' remuneration report
439Quoted companies and traded companies: members' approval of directors' remuneration report
439AQuoted companies and traded companies: members' approval of directors' remuneration policy
440Quoted companies and traded companies: offences in connection with procedure for approval
Chapter 10Filing of accounts and reports
Duty to file accounts and reports
441Duty to file accounts and reports with the registrar
442Period allowed for filing accounts
443Calculation of period allowed
Filing obligations of different descriptions of company
443AFiling obligations of micro-entities
444Filing obligations of small companies other than micro-entities
444AFiling obligations of companies entitled to small companies exemption in relation to directors' report
445Filing obligations of medium-sized companies
446Filing obligations of unquoted companies
447Filing obligations of quoted companies
448Unlimited companies exempt from obligation to file accounts
448ADormant subsidiaries exempt from obligation to file accounts
448BCompanies excluded from the dormant subsidiaries exemption
448CDormant subsidiaries filing exemption: parent undertaking declaration of guarantee
Requirements where abbreviated accounts delivered
449Special auditor's report where abbreviated accounts delivered
450Approval and signing of abbreviated accounts
Failure to file accounts and reports
451Default in filing accounts and reports: offences
452Default in filing accounts and reports: court order
453Civil penalty for failure to file accounts and reports
Chapter 11Revision of defective accounts and reports
Voluntary revision
454Voluntary revision of accounts etc
Secretary of State's notice
455Secretary of State's notice in respect of accounts or reports
Application to court
456Application to court in respect of defective accounts or reports
457Other persons authorised to apply to the court
458Disclosure of information by tax authorities
Power of authorised person to require documents etc
459Power of authorised person to require documents, information and explanations
460Restrictions on disclosure of information obtained under compulsory powers
461Permitted disclosure of information obtained under compulsory powers
462Power to amend categories of permitted disclosure
Chapter 12Supplementary provisions
Liability for false or misleading statements in reports and statements
463Liability for false or misleading statements in reports and statements
Accounting and reporting standards
464Accounting standards
Companies qualifying as medium-sized
465Companies qualifying as medium-sized: general
466Companies qualifying as medium-sized: parent companies
467Companies excluded from being treated as medium-sized
General power to make further provision about accounts and reports
468General power to make further provision about accounts and reports
468AUse or disclosure of profit and loss accounts for certain companies
Other supplementary provisions
469Preparation and filing of accounts in euros
470Power to apply provisions to banking partnerships
471Meaning of “annual accounts” and related expressions
472Notes to the accounts
472A Meaning of “corporate governance statement” etc
473Parliamentary procedure for certain regulations under this Part
474Minor definitions
Part 16Audit
Chapter 1Requirement for audited accounts
Requirement for audited accounts
475Requirement for audited accounts
476Right of members to require audit
Exemption from audit: small companies
477Small companies: conditions for exemption from audit
478Companies excluded from small companies exemption
479Availability of small companies exemption in case of group company
Exemption from audit: qualifying subsidiaries
479ASubsidiary companies: conditions for exemption from audit
479BCompanies excluded from the subsidiary companies audit exemption
479CSubsidiary companies audit exemption: parent undertaking declaration of guarantee
Exemption from audit: dormant companies
480Dormant companies: conditions for exemption from audit
481Companies excluded from dormant companies exemption
Companies subject to public sector audit
482Non-profit-making companies subject to public sector audit
483Scottish public sector companies: audit by Auditor General for Scotland
General power of amendment by regulations
484General power of amendment by regulations
Chapter 2Appointment of auditors
Private companies
485Appointment of auditors of private company: general
485AAppointment of auditors of private company: additional requirements for public interest entities with audit committees
485BAppointment of auditors of private company: additional requirements for public interest entities without audit committees
485CRestriction on appointment of auditor of private company which is a public interest entity
486Appointment of auditors of private company: default power of Secretary of State
486ADefective appointments: default power of Secretary of State
487Term of office of auditors of private company
487AMaximum engagement period: transitional arrangements
488Prevention by members of deemed re-appointment of auditor
Public companies
489Appointment of auditors of public company: general
489AAppointment of auditors of public company: additional requirements for public interest entities with audit committees
489BAppointment of auditors of public company: additional requirements for public interest entities without audit committees
489CRestriction on appointment of auditor of public company which is a public interest entity
490Appointment of auditors of public company: default power of Secretary of State
490ADefective appointments: default power of Secretary of State
491Term of office of auditors of public company
491AMaximum engagement period: transitional arrangements
General provisions
492Fixing of auditor's remuneration
493Disclosure of terms of audit appointment
494Disclosure of services provided by auditor or associates and related remuneration
494ZAThe maximum engagement period
494AInterpretation
Chapter 3Functions of auditor
Auditor's report
495Auditor's report on company's annual accounts
496Auditor's report on strategic report and on directors' report
497Auditor's report on auditable part of directors' remuneration report
497AAuditor's report on separate corporate governance statement
Duties and rights of auditors
498Duties of auditor
498AAuditor's duties in relation to separate corporate governance statement
499Auditor's general right to information
500Auditor's right to information from overseas subsidiaries
501Auditor's rights to information: offences
502Auditor's rights in relation to resolutions and meetings
Signature of auditor's report
503Signature of auditor's report
504Senior statutory auditor
505Names to be stated in published copies of auditor's report
506Circumstances in which names may be omitted
Offences in connection with auditor's report
507Offences in connection with auditor's report
508Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland
509Guidance for regulatory authorities: Scotland
Chapter 4Removal, resignation, etc of auditors
Removal of auditor
510Resolution removing auditor from office
511Special notice required for resolution removing auditor from office
511APublic interest companies: application to court to remove auditor from office
512Notice to registrar of resolution removing auditor from office
513Rights of auditor who has been removed from office
Failure to re-appoint auditor
514Failure to re-appoint auditor: special procedure required for written resolution
515Failure to re-appoint auditor: special notice required for resolution at general meeting
Resignation of auditor
516Resignation of auditor
517Notice to registrar of resignation of auditor
518Rights of resigning auditor
Statement by auditor on ceasing to hold office
519Statement by auditor to be sent to company
519AMeaning of “public interest company”, “non-public interest company” and “exempt reasons”
520Company's duties in relation to statement
521Copy of statement to be sent to registrar
522Duty of auditor to send statement to appropriate audit authority
523Duty of company to notify appropriate audit authority
524Provision of information to accounting authorities
525Meaning of “appropriate audit authority” ...
Supplementary
526Effect of casual vacancies
Chapter 5Quoted companies: right of members to raise audit concerns at accounts meeting
527Members' power to require website publication of audit concerns
528Requirements as to website availability
529Website publication: company's supplementary duties
530Website publication: offences
531Meaning of “quoted company”
Chapter 6Auditors' liability
Voidness of provisions protecting auditors from liability
532Voidness of provisions protecting auditors from liability
Indemnity for costs of defending proceedings
533Indemnity for costs of successfully defending proceedings
Liability limitation agreements
534Liability limitation agreements
535Terms of liability limitation agreement
536Authorisation of agreement by members of the company
537Effect of liability limitation agreement
538Disclosure of agreement by company
538A Meaning of “corporate governance statement” etc
Chapter 7Supplementary provisions
539Minor definitions
Part 17A company's share capital
Chapter 1Shares and share capital of a company
Shares
540Shares
541Nature of shares
542Nominal value of shares
543Numbering of shares
544Transferability of shares
545Companies having a share capital
546Issued and allotted share capital
Share capital
547Called-up share capital
548Equity share capital
Chapter 2Allotment of shares: general provisions
Power of directors to allot shares
549Exercise by directors of power to allot shares etc
550Power of directors to allot shares etc: private company with only one class of shares
551Power of directors to allot shares etc: authorisation by company
Prohibition of commissions, discounts and allowances
552General prohibition of commissions, discounts and allowances
553Permitted commission
Registration of allotment
554Registration of allotment
Return of allotment
555Return of allotment by limited company
556Return of allotment by unlimited company allotting new class of shares
557Offence of failure to make return
Supplementary provisions
558When shares are allotted
559Provisions about allotment not applicable to shares taken on formation
Chapter 3Allotment of equity securities: existing shareholders' right of pre-emption
Introductory
560Meaning of “equity securities” and related expressions
Existing shareholders' right of pre-emption
561Existing shareholders' right of pre-emption
562Communication of pre-emption offers to shareholders
563Liability of company and officers in case of contravention
Exceptions to right of pre-emption
564Exception to pre-emption right: bonus shares
565Exception to pre-emption right: issue for non-cash consideration
566Exceptions to pre-emption right: employees' share schemes
566AException to pre-emption right: companies in financial difficulty
Exclusion of right of pre-emption
567Exclusion of requirements by private companies
568Exclusion of pre-emption right: articles conferring corresponding right
Disapplication of pre-emption rights
569Disapplication of pre-emption rights: private company with only one class of shares
570Disapplication of pre-emption rights: directors acting under general authorisation
571Disapplication of pre-emption rights by special resolution
572Liability for false statement in directors' statement
573Disapplication of pre-emption rights: sale of treasury shares
Supplementary
574References to holder of shares in relation to offer
575Saving for other restrictions on offer or allotment
576Saving for certain older pre-emption requirements
577Provisions about pre-emption not applicable to shares taken on formation
Chapter 4Public companies: allotment where issue not fully subscribed
578Public companies: allotment where issue not fully subscribed
579Public companies: effect of irregular allotment where issue not fully subscribed
Chapter 5Payment for shares
General rules
580Shares not to be allotted at a discount
581Provision for different amounts to be paid on shares
582General rule as to means of payment
583Meaning of payment in cash
Additional rules for public companies
584Public companies: shares taken by subscribers of memorandum
585Public companies: must not accept undertaking to do work or perform services
586Public companies: shares must be at least one-quarter paid up
587Public companies: payment by long-term undertaking
Supplementary provisions
588Liability of subsequent holders of shares
589Power of court to grant relief
590Penalty for contravention of this Chapter
591Enforceability of undertakings to do work etc
592The appropriate rate of interest
Chapter 6Public companies: independent valuation of non-cash consideration
Non-cash consideration for shares
593Public company: valuation of non-cash consideration for shares
594Exception to valuation requirement: arrangement with another company
595Exception to valuation requirement: merger or division
596Non-cash consideration for shares: requirements as to valuation and report
597Copy of report to be delivered to registrar
Transfer of non-cash asset in initial period
598Public company: agreement for transfer of non-cash asset in initial period
599Agreement for transfer of non-cash asset: requirement of independent valuation
600Agreement for transfer of non-cash asset: requirements as to valuation and report
601Agreement for transfer of non-cash asset: requirement of approval by members
602Copy of resolution to be delivered to registrar
603Adaptation of provisions in relation to company re-registering as public
604Agreement for transfer of non-cash asset: effect of contravention
Supplementary provisions
605Liability of subsequent holders of shares
606Power of court to grant relief
607Penalty for contravention of this Chapter
608Enforceability of undertakings to do work etc
609The appropriate rate of interest
Chapter 7Share premiums
The share premium account
610Application of share premiums
Relief from requirements as to share premiums
611Group reconstruction relief
612Merger relief
613Merger relief: meaning of 90% equity holding
614Power to make further provision by regulations
615Relief may be reflected in company's balance sheet
Supplementary provisions
616Interpretation of this Chapter
Chapter 8Alteration of share capital
How share capital may be altered
617Alteration of share capital of limited company
Subdivision or consolidation of shares
618Sub-division or consolidation of shares
619Notice to registrar of sub-division or consolidation
Reconversion of stock into shares
620Reconversion of stock into shares
621Notice to registrar of reconversion of stock into shares
Redenomination of share capital
622Redenomination of share capital
623Calculation of new nominal values
624Effect of redenomination
625Notice to registrar of redenomination
626Reduction of capital in connection with redenomination
627Notice to registrar of reduction of capital in connection with redenomination
628Redenomination reserve
Chapter 9Classes of share and class rights
Introductory
629Classes of shares
Variation of class rights
630Variation of class rights: companies having a share capital
631Variation of class rights: companies without a share capital
632Variation of class rights: saving for court's powers under other provisions
633Right to object to variation: companies having a share capital
634Right to object to variation: companies without a share capital
635Copy of court order to be forwarded to the registrar
Matters to be notified to the registrar
636Notice of name or other designation of class of shares
637Notice of particulars of variation of rights attached to shares
638Notice of new class of members
639Notice of name or other designation of class of members
640Notice of particulars of variation of class rights
Chapter 10Reduction of share capital
Introductory
641Circumstances in which a company may reduce its share capital
Private companies: reduction of capital supported by solvency statement
642Reduction of capital supported by solvency statement
643Solvency statement
644Registration of resolution and supporting documents
Reduction of capital confirmed by the court
645Application to court for order of confirmation
646Creditors entitled to object to reduction
647Offences in connection with list of creditors
648Court order confirming reduction
649Registration of order and statement of capital
Public company reducing capital below authorised minimum
650Public company reducing capital below authorised minimum
651Expedited procedure for re-registration as a private company
Effect of reduction of capital
652Liability of members following reduction of capital
653Liability to creditor in case of omission from list of creditors
Chapter 11Miscellaneous and supplementary provisions
654Treatment of reserve arising from reduction of capital
655Shares no bar to damages against company
656Public companies: duty of directors to call meeting on serious loss of capital
657General power to make further provision by regulations
Part 18Acquisition by limited company of its own shares
Chapter 1General provisions
Introductory
658General rule against limited company acquiring its own shares
659Exceptions to general rule
Shares held by company's nominee
660Treatment of shares held by nominee
661Liability of others where nominee fails to make payment in respect of shares
Shares held by or for public company
662Duty to cancel shares in public company held by or for the company
663Notice of cancellation of shares
664Re-registration as private company in consequence of cancellation
665Issue of certificate of incorporation on re-registration
666Effect of failure to re-register
667Offence in case of failure to cancel shares or re-register
668Application of provisions to company re-registering as public company
669Transfer to reserve on acquisition of shares by public company or nominee
Charges of public company on own shares
670Public companies: general rule against lien or charge on own shares
Supplementary provisions
671Interests to be disregarded in determining whether company has beneficial interest
672Residual interest under pension scheme or employees' share scheme
673Employer's charges and other rights of recovery
674Rights as personal representative or trustee
675Meaning of “pension scheme”
676Application of provisions to directors
Chapter 2Financial assistance for purchase of own shares
Introductory
677Meaning of “financial assistance”
Circumstances in which financial assistance prohibited
678Assistance for acquisition of shares in public company
679Assistance by public company for acquisition of shares in its private holding company
680Prohibited financial assistance an offence
Exceptions from prohibition
681Unconditional exceptions
682Conditional exceptions
Supplementary
683Definitions for this Chapter
Chapter 3Redeemable shares
684Power of limited company to issue redeemable shares
685Terms and manner of redemption
686Payment for redeemable shares
687Financing of redemption
688Redeemed shares treated as cancelled
689Notice to registrar of redemption
Chapter 4Purchase of own shares
General provisions
690Power of limited company to purchase own shares
691Payment for purchase of own shares
692Financing of purchase of own shares
Authority for purchase of own shares
693Authority for purchase of own shares
693AAuthority for off-market purchase for the purposes of or pursuant to an employees' share scheme
Authority for off-market purchase
694Authority for off-market purchase
695Resolution authorising off-market purchase: exercise of voting rights
696Resolution authorising off-market purchase: disclosure of details of contract
697Variation of contract for off-market purchase
698Resolution authorising variation: exercise of voting rights
699Resolution authorising variation: disclosure of details of variation
700Release of company's rights under contract for off-market purchase
Authority for market purchase
701Authority for market purchase
Supplementary provisions
702Copy of contract or memorandum to be available for inspection
703Enforcement of right to inspect copy or memorandum
704No assignment of company's right to purchase own shares
705Payments apart from purchase price to be made out of distributable profits
706Treatment of shares purchased
707Return to registrar of purchase of own shares
708Notice to registrar of cancellation of shares
Chapter 5Redemption or purchase by private company out of capital
Introductory
709Power of private limited company to redeem or purchase own shares out of capital
The permissible capital payment
710The permissible capital payment
711Available profits
712Determination of available profits
Requirements for payment out of capital
713Requirements for payment out of capital
714Directors' statement and auditor's report
715Directors' statement: offence if no reasonable grounds for opinion
716Payment to be approved by special resolution
717Resolution authorising payment: exercise of voting rights
718Resolution authorising payment: disclosure of directors' statement and auditor's report
719Public notice of proposed payment
720Directors' statement and auditor's report to be available for inspection
Requirements for payment out of capital: employees' share schemes
720AReduced requirements for payment out of capital for purchase of own shares for the purposes of or pursuant to an employees' share scheme
720BRegistration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees' share scheme
Objection to payment by members or creditors
721Application to court to cancel resolution
722Notice to registrar of court application or order
Supplementary provisions
723Time when payment out of capital to be made or shares to be surrendered
Chapter 6Treasury shares
724Treasury shares
725Treasury shares: maximum holdings
726Treasury shares: exercise of rights
727Treasury shares: disposal
728Treasury shares: notice of disposal
729Treasury shares: cancellation
730Treasury shares: notice of cancellation
731Treasury shares: treatment of proceeds of sale
732Treasury shares: offences
Chapter 7Supplementary provisions
733The capital redemption reserve
734Accounting consequences of payment out of capital
735Effect of company's failure to redeem or purchase
736Meaning of “distributable profits”
737General power to make further provision by regulations
Part 19Debentures
General provisions
738Meaning of “debenture”
739Perpetual debentures
740Enforcement of contract to subscribe for debentures
741Registration of allotment of debentures
742Debentures to bearer (Scotland)
Register of debenture holders
743Register of debenture holders
744Register of debenture holders: right to inspect and require copy
745Register of debenture holders: response to request for inspection or copy
746Register of debenture holders: refusal of inspection or default in providing copy
747Register of debenture holders: offences in connection with request for or disclosure of information
748Time limit for claims arising from entry in register
Supplementary provisions
749Right of debenture holder to copy of deed
750Liability of trustees of debentures
751Liability of trustees of debentures: saving for certain older provisions
752Power to re-issue redeemed debentures
753Deposit of debentures to secure advances
754Priorities where debentures secured by floating charge
Part 20Private and public companies
Chapter 1Prohibition of public offers by private companies
755Prohibition of public offers by private company
756Meaning of “offer to the public”
757Enforcement of prohibition: order restraining proposed contravention
758Enforcement of prohibition: orders available to the court after contravention
759Enforcement of prohibition: remedial order
760Validity of allotment etc not affected
Chapter 2Minimum share capital requirement for public companies
761Public company: requirement as to minimum share capital
762Procedure for obtaining certificate
763The authorised minimum
764Power to alter authorised minimum
765Authorised minimum: application of initial requirement
766Authorised minimum: application where shares denominated in different currencies etc
767Consequences of doing business etc without a trading certificate
Part 21Certification and transfer of securities
Chapter 1Certification and transfer of securities: general
Share certificates
768Share certificate to be evidence of title
Issue of certificates etc on allotment
769Duty of company as to issue of certificates etc on allotment
Transfer of securities
770Registration of transfer
771Procedure on transfer being lodged
772Transfer of shares on application of transferor
773Execution of share transfer by personal representative
774Evidence of grant of probate etc
775Certification of instrument of transfer
Issue of certificates etc on transfer
776Duty of company as to issue of certificates etc on transfer
777Issue of certificates etc: cases within the Stock Transfer Act 1982
Issue of certificates etc on allotment or transfer to financial institution
778Issue of certificates etc: allotment or transfer to financial institution
Share warrants
779Prohibition on issue of new share warrants and effect of existing share warrants
780Duty of company as to issue of certificates on surrender of share warrant
781Offences in connection with share warrants (Scotland)
Supplementary provisions
782Issue of certificates etc: court order to make good default
Chapter 2Evidencing and transfer of title to securities without written instrument
Introductory
783Scope of this Chapter
784Power to make regulations
Powers exercisable
785Provision enabling procedures for evidencing and transferring title
786Provision enabling or requiring arrangements to be adopted
787Provision enabling or requiring arrangements to be adopted: order-making powers
Supplementary
788Provision that may be included in regulations
789Duty to consult
790Resolutions to be forwarded to registrar
PART 21AInformation about people with significant control
CHAPTER 1Introduction
790AOverview
790BCompanies to which this Part applies
790CKey terms
790CAReferences to “confirmation” etc of information
CHAPTER 2Information-gathering
Duty on companies
790CBDuty to find out about persons with significant control
790DCompany’s duty to give notices to persons with significant control
790DAObtaining information from third parties
790ECompany’s duty to find out about changes in PSC information
790EACompany’s duty to find out about persons ceasing to be PSCs
790EBCompany’s duty to notify failure to comply with notices
790ECCompany’s duty to notify of late compliance with notices
790FFailure by company to comply with information duties
Duty on others
790GDuty to notify company on becoming PSC
790HDuty to notify company of changes in PSC information
790HADuty to notify company of ceasing to be a PSC
Compliance
790IEnforcement of disclosure requirements
Power to impose further duties
790IAPower to impose further duties involving nominee shareholders
Exemption from information and registration requirements
790JPower to make exemptions
Required particulars
790KRequired particulars
790LRequired particulars: power to amend
CHAPTER 2ADuty to notify registrar of persons with significant control and ID verification
Duty to notify registrar of persons with significant control
790LADuty to notify registrar of confirmed persons with significant control
790LBOption to provide ID verification information in notice of change
790LCDuty to notify registrar of unconfirmed persons with significant control
Duty to notify registrar of changes in required particulars
790LDDuties to notify of changes in required particulars
790LEDuty to notify of pre-incorporation changes in required particulars
Duty to notify registrar of person ceasing to be person with significant control etc
790LFDuty to notify registrar when person ceases to have significant control
790LGNotification of someone not becoming person with significant control on incorporation
790LHDuty to notify registrar if company ceases to have persons with significant control
790LIPower to create further duties to notify information
790LJPersons with significant control: offence of failure to notify
790LKPower of court to order company to remedy defaults or delay
790LLInformation as to whether information has been delivered
Identity verification obligations for persons with significant control
790LMInitial identity verification: registrable persons
790LNInitial identity verification for registrable persons: transitional cases
790LOInitial identity verification: registrable relevant legal entities
790LPInitial identity verification in respect of registrable relevant legal entities: transitional cases
790LQRegistrable persons: duty to maintain verified identity status
790LRRegistrable relevant legal entities: duty to maintain registered officer whose identity is verified
790LSRegistrable relevant legal entities: change of registered relevant officer
790LTOffence of failing to comply with sections 790LM to 790LR
CHAPTER 3Register of people with significant control
790MDuty to keep register
790NRegister to be kept available for inspection
790ORights to inspect and require copies
790PPSC register: response to request for inspection or copy
790QPSC register: refusal of inspection or default in providing copy
790RPSC register: offences in connection with request for or disclosure of information
790SInformation as to state of register
790TProtected information
790URemoval of entries from the register
790VPower of court to rectify register
790VANotification of changes to the registrar
CHAPTER 4Alternative method of record-keeping
790WIntroductory
790XRight to make an election
790YEffective date of election
790ZEffect of election on obligations under Chapter 3
790ZADuty to notify registrar of changes
790ZBInformation as to state of central register
790ZCPower of court to order company to remedy default or delay
790ZDWithdrawing the election
790ZEPower to extend option to public companies
CHAPTER 5Protection from disclosure
790ZFProtection of information as to usual residential address
790ZGPower to make regulations protecting material
790ZHOffence of failing to comply with regulations under section 790ZG
Part 22Information about interests in a company's shares
Introductory
791Companies to which this Part applies
792Shares to which this Part applies
Notice requiring information about interests in shares
793Notice by company requiring information about interests in its shares
794Notice requiring information: order imposing restrictions on shares
795Notice requiring information: offences
796Notice requiring information: persons exempted from obligation to comply
Orders imposing restrictions on shares
797Consequences of order imposing restrictions
798Penalty for attempted evasion of restrictions
799Relaxation of restrictions
800Removal of restrictions
801Order for sale of shares
802Application of proceeds of sale under court order
Power of members to require company to act
803Power of members to require company to act
804Duty of company to comply with requirement
805Report to members on outcome of investigation
806Report to members: offences
807Right to inspect and request copy of reports
Register of interests disclosed
808Register of interests disclosed
809Register to be kept available for inspection
810Associated index
811Rights to inspect and require copy of entries
812Court supervision of purpose for which rights may be exercised
813Register of interests disclosed: refusal of inspection or default in providing copy
814Register of interests disclosed: offences in connection with request for or disclosure of information
815Entries not to be removed from register
816Removal of entries from register: old entries
817Removal of entries from register: incorrect entry relating to third party
818Adjustment of entry relating to share acquisition agreement
819Duty of company ceasing to be public company
Meaning of interest in shares
820Interest in shares: general
821Interest in shares: right to subscribe for shares
822Interest in shares: family interests
823Interest in shares: corporate interests
824Interest in shares: agreement to acquire interests in a particular company
825Extent of obligation in case of share acquisition agreement
Other supplementary provisions
826Information protected from wider disclosure
827Reckoning of periods for fulfilling obligations
828Power to make further provision by regulations
Part 23Distributions
Chapter 1Restrictions on when distributions may be made
Introductory
829Meaning of “distribution”
General rules
830Distributions to be made only out of profits available for the purpose
831Net asset restriction on distributions by public companies
Distributions by investment companies or Solvency 2 insurance companies
832Distributions by investment companies out of accumulated revenue profits
833Meaning of “investment company”
833ADistributions by insurance companies authorised under the Solvency 2 Directive
834Investment company: condition as to holdings in other companies
835Power to extend provisions relating to investment companies
Chapter 2Justification of distribution by reference to accounts
Justification of distribution by reference to accounts
836Justification of distribution by reference to relevant accounts
Requirements applicable in relation to relevant accounts
837Requirements where last annual accounts used
838Requirements where interim accounts used
839Requirements where initial accounts used
Application of provisions to successive distributions etc
840Successive distributions etc by reference to the same accounts
Chapter 3Supplementary provisions
Accounting matters
841Realised losses and profits and revaluation of fixed assets
842Determination of profit or loss in respect of asset where records incomplete
843Realised profits and losses of long-term insurance business of certain insurance companies
844Treatment of development costs
Distributions in kind
845Distributions in kind: determination of amount
846Distributions in kind: treatment of unrealised profits
Consequences of unlawful distribution
847Consequences of unlawful distribution
Other matters
848Saving for certain older provisions in articles
849Restriction on application of unrealised profits
850Treatment of certain older profits or losses
851Application of rules of law restricting distributions
852Saving for other restrictions on distributions
853Minor definitions
PART 24Annual confirmation of accuracy of information on register
853ADuty to deliver confirmation statements
853BDuties to notify a relevant event
853BADuty to confirm lawful purpose
853CDuty to notify a change in company's principal business activities
853CADuty to notify a change in registered office
853CBDuty to notify a change in registered email address
853DDuty to deliver statement of capital
853EDuty to notify trading status of shares
853FDuty to deliver shareholder information: non-traded companies
853GDuty to deliver shareholder information: certain traded companies
853HDuty to deliver information about exemption from Part 21A
853IDuty to deliver information about people with significant control
853JPower to amend duties to deliver certain information
853KConfirmation statements: power to make further provision by regulations
853LFailure to deliver confirmation statement
854Duty to deliver annual returns
855Contents of annual return: general
855ARequired particulars of directors and secretaries
856Contents of annual return: information about shares and share capital
856AContents of annual return: information about shareholders: non-traded companies
856BContents of annual return: information about shareholders: certain traded companies
857Contents of annual return: power to make further provision by regulations
858Failure to deliver annual return
859Application of provisions to shadow directors
Part 25Company charges
CHAPTER A1Registration of company charges
Company charges
859ACharges created by a company
859BCharge in series of debentures
859CCharges existing on property or undertaking acquired
859DParticulars to be delivered to registrar
859EDate of creation of charge
859FExtension of period allowed for delivery
859G Personal information etc in certified copies
Consequence of non-delivery
859HConsequence of failure to deliver charges
The register
859IEntries on the register
859JCompany holding property or undertaking as trustee
859KRegistration of enforcement of security
859LEntries of satisfaction and release
859MRectification of register
859NReplacement of instrument or debenture
859ONotification of addition to or amendment of charge
Companies' records and registers
859PCompanies to keep copies of instruments creating and amending charges
859QInstruments creating charges to be available for inspection
Chapter 1Companies registered in England and Wales or in Northern Ireland
Requirement to register company charges
860Charges created by a company
861Charges which have to be registered: supplementary
862Charges existing on property acquired
Special rules about debentures
863Charge in series of debentures
864Additional registration requirement for commission etc in relation to debentures
865Endorsement of certificate on debentures
Charges in other jurisdictions
866Charges created in, or over property in, jurisdictions outside the United Kingdom
867Charges created in, or over property in, another United Kingdom jurisdiction
Orders charging land: Northern Ireland
868Northern Ireland: registration of certain charges etc. affecting land
The register of charges
869Register of charges to be kept by registrar
870The period allowed for registration
871Registration of enforcement of security
872Entries of satisfaction and release
873Rectification of register of charges
Avoidance of certain charges
874Consequence of failure to register charges created by a company
Companies' records and registers
875Companies to keep copies of instruments creating charges
876Company's register of charges
877Instruments creating charges and register of charges to be available for inspection
Chapter 2Companies registered in Scotland
Charges requiring registration
878Charges created by a company
879Charges which have to be registered: supplementary
880Duty to register charges existing on property acquired
881Charge by way of ex facie absolute disposition, etc
Special rules about debentures
882Charge in series of debentures
883Additional registration requirement for commission etc in relation to debentures
Charges on property outside the United Kingdom
884Charges on property outside United Kingdom
The register of charges
885Register of charges to be kept by registrar
886The period allowed for registration
887Entries of satisfaction and relief
888Rectification of register of charges
Avoidance of certain charges
889Charges void unless registered
Companies' records and registers
890Copies of instruments creating charges to be kept by company
891Company's register of charges
892Instruments creating charges and register of charges to be available for inspection
Chapter 3Powers of the Secretary of State
893Power to make provision for effect of registration in special register
894General power to make amendments to this Part
Part 26Arrangements and reconstructions: general
Application of this Part
895Application of this Part
Meeting of creditors or members
896Court order for holding of meeting
897Statement to be circulated or made available
898Duty of directors and trustees to provide information
Court sanction for compromise or arrangement
899Court sanction for compromise or arrangement
Special cases
899AMoratorium debts, etc
Reconstructions and amalgamations
900Powers of court to facilitate reconstruction or amalgamation
Obligations of company with respect to articles etc
901Obligations of company with respect to articles etc
PART 26AArrangements and reconstructions: companies in financial difficulty
Application of this Part
901AApplication of this Part
901BPower to exclude companies providing financial services, etc
Meeting of creditors or members
901CCourt order for holding of meeting
901DStatement to be circulated or made available
901EDuty of directors and trustees to provide information
Court sanction for compromise or arrangement
901FCourt sanction for compromise or arrangement
901GSanction for compromise or arrangement where one or more classes dissent
Special cases
901HMoratorium debts, etc
901IPension schemes
Reconstructions and amalgamations
901JPowers of court to facilitate reconstruction or amalgamation
Obligations of company with respect to articles etc
901KObligations of company with respect to articles etc
Power to amend Act
901LPower to amend Act
Part 27Mergers and divisions of public companies
Chapter 1Introductory
902Application of this Part
903Relationship of this Part to Parts 26 and 26A
Chapter 2Merger
Introductory
904Mergers and merging companies
Requirements applicable to merger
905Draft terms of scheme (merger)
906Publication of draft terms by registrar(merger)
906APublication of draft terms on company website (merger)
907Approval of members of merging companies
908Directors' explanatory report (merger)
909Expert's report (merger)
910Supplementary accounting statement (merger)
911Inspection of documents (merger)
911APublication of documents on company website (merger)
911BReport on material changes of assets of merging companies
912Approval of articles of new transferee company (merger)
913Protection of holders of securities to which special rights attached (merger)
914No allotment of shares to transferor company or its nominee (merger)
Exceptions where shares of transferor company held by transferee company
915Circumstances in which certain particulars and reports not required (merger)
915AOther circumstances in which reports and inspection not required (merger)
916Circumstances in which meeting of members of transferee company not required (merger)
917Circumstances in which no meetings required (merger)
Other exceptions
917AOther circumstances in which meeting of members of transferor company not required (merger)
918Other circumstances in which meeting of members of transferee company not required (merger)
918A Agreement to dispense with reports etc (merger)
Chapter 3Division
Introductory
919Divisions and companies involved in a division
Requirements to be complied with in case of division
920Draft terms of scheme (division)
921Publication of draft terms by registrar(division)
921APublication of draft terms on company website (division)
922Approval of members of companies involved in the division
923Directors' explanatory report (division)
924Expert's report (division)
925Supplementary accounting statement (division)
926Inspection of documents (division)
926APublication of documents on company website (division)
927Report on material changes of assets of transferor company (division)
928Approval of articles of new transferee company (division)
929Protection of holders of securities to which special rights attached (division)
930No allotment of shares to transferor company or its nominee (division)
Exceptions where shares of transferor company held by transferee company
931Circumstances in which meeting of members of transferor company not required (division)
Other exceptions
931AOther circumstances in which meeting of members of transferor company not required (division)
932Circumstances in which meeting of members of transferee company not required (division)
933Agreement to dispense with reports etc (division)
933ACertain requirements excluded where shareholders given proportional rights (division)
934Power of court to exclude certain requirements (division)
Chapter 4Supplementary provisions
Expert's report and related matters
935Expert's report: valuation by another person
936Experts and valuers: independence requirement
937Experts and valuers: meaning of “associate”
Powers of the court
938Power of court to summon meeting of members or creditors of existing transferee company
939Court to fix date for transfer of undertaking etc of transferor company
Liability of transferee companies
940Liability of transferee companies for each other's defaults
Disruption of websites
940ADisregard of website failures beyond control of company
Interpretation
941Meaning of “liabilities” and “property”
Part 28Takeovers etc
Chapter 1The Takeover Panel
The Panel and its rules
942The Panel
943Rules
944Further provisions about rules
945Rulings
946Directions
Information
947Power to require documents and information
948Restrictions on disclosure
949Offence of disclosure in contravention of section 948
Co-operation
950Panel's duty of co-operation
Hearings and appeals
951Hearings and appeals
Contravention of rules etc
952Sanctions
953Failure to comply with rules about bid documentation
954Compensation
955Enforcement by the court
956No action for breach of statutory duty etc
Funding
957Fees and charges
958Levy
959Recovery of fees, charges or levy
Miscellaneous and supplementary
960Panel as party to proceedings
961Exemption from liability in damages
962Privilege against self-incrimination
963Annual reports
964Amendments to Financial Services and Markets Act 2000
965Power to extend to Isle of Man and Channel Islands
Chapter 2Impediments to takeovers
Opting in and opting out
966Opting in and opting out
967Further provision about opting-in and opting-out resolutions
Consequences of opting in
968Effect on contractual restrictions
969Power of offeror to require general meeting to be called
Supplementary
970Communication of decisions
971Interpretation of this Chapter
972Transitory provision
973Power to extend to Isle of Man and Channel Islands
Chapter 3“Squeeze-out” and “Sell-out”
Takeover offers
974Meaning of “takeover offer”
975Shares already held by the offeror etc
976Cases where offer treated as being on same terms
977Shares to which an offer relates
978Effect of impossibility etc of communicating or accepting offer
“Squeeze-out”
979Right of offeror to buy out minority shareholder
980Further provision about notices given under section 979
981Effect of notice under section 979
982Further provision about consideration held on trust under section 981(9)
“Sell-out”
983Right of minority shareholder to be bought out by offeror
984Further provision about rights conferred by section 983
985Effect of requirement under section 983
Supplementary
986Applications to the court
987Joint offers
Interpretation
988Associates
989Convertible securities
990Debentures carrying voting rights
991Interpretation
Chapter 4Amendments to Part 7 of the Companies Act 1985
992Matters to be dealt with in directors' report
Part 29Fraudulent trading
993Offence of fraudulent trading
Part 30Protection of members against unfair prejudice
Main provisions
994Petition by company member
995Petition by Secretary of State
996Powers of the court under this Part
Supplementary provisions
997Application of general rule-making powers
998Copy of order affecting company's constitution to be delivered to registrar
999Supplementary provisions where company's constitution altered
Part 31Dissolution and restoration to the register
Chapter 1Striking off
Registrar's power to strike off defunct company
1000Power to strike off company not carrying on business or in operation
1001Duty to act in case of company being wound up
1002Supplementary provisions as to service of communication or notice
Registrar’s power to strike off company registered on false basis
1002APower to strike off company registered on false basis
Voluntary striking off
1003Striking off on application by company
1004Circumstances in which application not to be made: activities of company
1005Circumstances in which application not to be made: other proceedings not concluded
1006Copy of application to be given to members, employees, etc
1007Copy of application to be given to new members, employees, etc
1008Copy of application: provisions as to service of documents
1009Circumstances in which application to be withdrawn
1010Withdrawal of application
1011Meaning of “creditor”
Chapter 2Property of dissolved company
Property vesting as bona vacantia
1012Property of dissolved company to be bona vacantia
1013Crown disclaimer of property vesting as bona vacantia
1014Effect of Crown disclaimer
Effect of Crown disclaimer: England and Wales and Northern Ireland
1015General effect of disclaimer
1016Disclaimer of leaseholds
1017Power of court to make vesting order
1018Protection of persons holding under a lease
1019Land subject to rentcharge
Effect of Crown disclaimer: Scotland
1020General effect of disclaimer
1021Power of court to make vesting order
1022Protection of persons holding under a lease
Supplementary provisions
1023Liability for rentcharge on company's land after dissolution
Chapter 3Restoration to the register
Administrative restoration to the register
1024Application for administrative restoration to the register
1025Requirements for administrative restoration
1026Application to be accompanied by statement of compliance
1027Registrar's decision on application for administrative restoration
1028Effect of administrative restoration
1028AAdministrative restoration of company with share warrants
Restoration to the register by the court
1029Application to court for restoration to the register
1030When application to the court may be made
1031Decision on application for restoration by the court
1032Effect of court order for restoration to the register
1032ARestoration by court of company with share warrants
Supplementary provisions
1033Company's name on restoration
1034Effect of restoration to the register where property has vested as bona vacantia
Part 32Company investigations: amendments
1035Powers of Secretary of State to give directions to inspectors
1036Resignation, removal and replacement of inspectors
1037Power to obtain information from former inspectors etc
1038Power to require production of documents
1039Disqualification orders: consequential amendments
Part 33UK companies not formed under companies legislation
Chapter 1Companies not formed under companies legislation but authorised to register
1040Companies authorised to register under this Act
1041Definition of “joint stock company”
1042Power to make provision by regulations
Chapter 2Unregistered companies
1043Unregistered companies
Part 34Overseas companies
Introductory
1044Overseas companies
1045Company contracts and execution of documents by companies
Registration of particulars
1046Duty to register particulars
1047Registered name of overseas company
1048Registration under alternative name
1048ARegistered addresses of an overseas company
1048BIdentity verification of directors
Other requirements
1049Accounts and reports: general
1050Accounts and reports: credit or financial institutions
1051Trading disclosures
1052Company charges
1053Other returns etc
Supplementary
1054Offences
1055Disclosure of individual's residential address: protection from disclosure
1056Requirement to identify persons authorised to accept service of documents
1057Registrar to whom returns, notices etc to be delivered
1058Duty to give notice of ceasing to have registrable presence
1059Application of provisions in case of relocation of branch
Part 35The registrar of companies
Scheme of this Part Scheme of this Part (1) The scheme of this Part is as follows.
Scheme of this Part
1059AScheme of this Part
The registrar
1060The registrar
1061The registrar's functions
1062The registrar's official seal
1062AAnalysis of information for the purposes of crime prevention or detection
1063Fees payable to registrar
Certificates of incorporation
1064Public notice of issue of certificate of incorporation
1065Right to certificate of incorporation
Registered numbers
1066Company's registered numbers
1067Registered numbers of UK establishments of overseas company
Who may deliver documents to the registrar
1067ADelivery of documents: identity verification requirements etc
1067BDisqualification from delivering documents
Delivery of documents to the registrar
1068Registrar's requirements as to form, authentication and manner of delivery
1068ARegistrar’s rules requiring documents to be delivered together
1069Power to require delivery by electronic means
1070Agreement for delivery by electronic means
1071Document not delivered until received
Requirements for proper delivery
1072Requirements for proper delivery
1073Power to accept documents not meeting requirements for proper delivery
1073APower to reject documents for discrepancies
1074Documents containing unnecessary material
1075Informal correction of document
1076Replacement of document not meeting requirements for proper delivery
Public notice of receipt of certain documents
1077Public notice of receipt of certain documents
1078Enhanced disclosure documents
1079Effect of failure to give public notice
1079AProvision of information for publication on European e-Justice portal
Notice of receipt of documents about new directors
1079BDuty to notify directors
The register
1080The register
1081Annotation of the register
1081ARegistrar’s objectives to promote integrity of registers etc
1082Allocation of unique identifiers
1083Preservation of original documents
1084Records relating to companies that have been dissolved etc
1084ARecording of optional information on register
Inspection etc of the register
1085Inspection of the register
1086Right to copy of material on the register
1087Material not available for public inspection
1087ZARequired particulars available for public inspection for limited period
1087AProtection of date of birth information
1087BProtection of date of birth information in old documents
1087CDisclosure of date of birth information
1088Power to make regulations protecting material
1089Form of application for inspection or copy
1090Form and manner in which copies to be provided
1091Certification of copies as accurate
1092Issue of process for production of records kept by the registrar
Additional information
1092APower to require information
1092BOffence relating to provision of information
1092CPrivilege against self-incrimination
Correction or removal of material on the register
1093Registrar's notice to resolve inconsistency ...
1094Removal of material from the register
1094AFurther provision about removal of material from the register
1094ABPower of court to make consequential orders following removal
1095Rectification of register on application to registrar
1095ARectification of register to resolve a discrepancy
1096Rectification of the register under court order
1097Powers of court on ordering removal of material from the register
1097ARectification of register relating to company registered office
1097BRectification of register: service addresses
1097CRectification of register: principal office addresses
1098Public notice of removal of certain material from the register
Authorised corporate service providers
1098AMeaning of “authorised corporate service provider”
1098BApplication to become authorised corporate service provider
1098CThe required information about an applicant
1098DDelivery of applications under section 1098B on behalf of a firm
1098EUpdating duties of authorised corporate service providers
1098FCeasing to be an authorised corporate service provider
1098GPower to impose duties to provide information
1098HPower to enable authorisation of foreign corporate service providers
The registrar's index of company names
1099The registrar's index of company names
1100Right to inspect index
1101Power to amend enactments relating to bodies other than companies
Language requirements: translation
1102Application of language requirements
1103Documents to be drawn up and delivered in English
1104Documents relating to Welsh companies
1105Documents that may be drawn up and delivered in other languages
1106Voluntary filing of translations
1107Certified translations
Language requirements: transliteration
1108Transliteration of names and addresses: permitted characters
1109Transliteration of names and addresses: voluntary transliteration into Roman characters
1110Transliteration of names and addresses: certification
Identity verification
1110AMeaning of “identity is verified”
1110BVerification requirements
1110CIdentity verification: exemption on national security grounds etc
Discrepancy reporting
1110DPower to require businesses to report discrepancies
Disclosure of information
1110EDisclosure to the registrar
1110FDisclosure by the registrar
1110GDisclosure: supplementary
Supplementary provisions
1111Registrar's requirements as to certification or verification
1112False statements: basic offence
1112AFalse statements: aggravated offence
1112BFalse statements offences: national security etc defence
1113Enforcement of company's filing obligations
1114Application of provisions about documents and delivery
1115Supplementary provisions relating to electronic communications
1116Alternative to publication in the Gazette
1117Registrar's rules
1118Payments into the Consolidated Fund
1119Contracting out of registrar's functions
1120Application of this Part to overseas companies
Part 36Offences under the Companies Acts and financial penalties
Liability of officer in default
1121Liability of officer in default
1122Liability of company as officer in default
1123Application to bodies other than companies
Offences under the Companies Act 1985
1124Amendments of the Companies Act 1985
General provisions
1125Meaning of “daily default fine”
1126Consents required for certain prosecutions
1127Summary proceedings: venue
1128Summary proceedings: time limit for proceedings
1129Legal professional privilege
1130Proceedings against unincorporated bodies
1131Imprisonment on summary conviction in England and Wales: transitory provision
Production and inspection of documents
1132Production and inspection of documents where offence suspected
Financial penalties
1132APower to make provision for financial penalties
Supplementary
1133Transitional provision
Part 37Companies: supplementary provisions
Company records
1134Meaning of “company records”
1135Form of company records
1136Regulations about where certain company records to be kept available for inspection
1137Regulations about inspection of records and provision of copies
1138Duty to take precautions against falsification
Service addresses
1139Service of documents on company
1140Service of documents on directors, secretaries and others
1141Service addresses
1142Requirement to give service address
Sending or supplying documents or information
1143The company communications provisions
1144Sending or supplying documents or information
1145Right to hard copy version
1146Requirement of authentication
1147Deemed delivery of documents and information
1148Interpretation of company communications provisions
Requirements as to independent valuation
1149Application of valuation requirements
1150Valuation by qualified independent person
1151The independence requirement
1152Meaning of “associate”
1153Valuer entitled to full disclosure
Notice of appointment of certain officers
1154Duty to notify registrar of certain appointments etc
1155Offence of failure to give notice
Courts and legal proceedings
1156Meaning of “the court”
1157Power of court to grant relief in certain cases
Part 38Companies: interpretation
Meaning of “UK-registered company”
1158Meaning of “UK-registered company”
Meaning of “subsidiary” and related expressions
1159Meaning of “subsidiary” etc
1160Meaning of “subsidiary” etc: power to amend
Meaning of “undertaking” and related expressions
1161Meaning of “undertaking” and related expressions
1162Parent and subsidiary undertakings
Other definitions
1163“Non-cash asset”
1164Meaning of “banking company” and “banking group”
1165Meaning of “insurance company” and related expressions
1166“Employees' share scheme”
1167Meaning of “prescribed”
1168Hard copy and electronic form and related expressions
1169Dormant companies
1170Meaning of “EEA State” and related expressions
1170AReceiver or manager and certain related references
1170BMeaning of “contributory”
1171The former Companies Acts
General
1172References to requirements of this Act
1173Minor definitions: general
1174Index of defined expressions
Part 39Companies: minor amendments
1175Removal of special provisions about accounts and audit of charitable companies
1176Power of Secretary of State to bring civil proceedings on company's behalf
1177Repeal of certain provisions about company directors
1178Repeal of requirement that certain companies publish periodical statement
1179Repeal of requirement that Secretary of State prepare annual report
1180Repeal of certain provisions about company charges
1181Access to constitutional documents of RTE and RTM companies
Part 40Company directors: foreign disqualification etc
Introductory
1182Persons subject to foreign restrictions
1183Meaning of “the court” and “UK company”
Power to disqualify
1184Disqualification of persons subject to foreign restrictions
1185Disqualification regulations: supplementary
1186Offence of breach of disqualification
Power to make persons liable for company's debts
1187Personal liability for debts of company
Power to require statements to be sent to the registrar of companies
1188Statements from persons subject to foreign restrictions
1189Statements from persons disqualified
1190Statements: whether to be made public
1191Offences
Part 41Business names
Chapter 1Restricted or prohibited names
Introductory
1192Application of this Chapter
Sensitive words or expressions
1193Name suggesting connection with government or public authority
1194Other sensitive words or expressions
1195Requirement to seek comments of government department or other relevant body
1196Withdrawal of Secretary of State's approval
1196ANames suggesting connection with foreign governments etc
Misleading names
1197Name containing inappropriate indication of company type or legal form
1198Name giving misleading indication of activities
Restrictions where a company has been required to change a name
1198AName that a company has been required to change
1198BName that another company has been required to change
Supplementary
1199Savings for existing lawful business names
1199AExceptions based on national security etc
Chapter 2Disclosure required in case of individual or partnership
Introductory
1200Application of this Chapter
1201Information required to be disclosed
Disclosure requirements
1202Disclosure required: business documents etc
1203Exemption for large partnerships if certain conditions met
1204Disclosure required: business premises
Consequences of failure to make required disclosure
1205Criminal consequences of failure to make required disclosure
1206Civil consequences of failure to make required disclosure
Chapter 3Supplementary
1207Application of general provisions about offences
1208Interpretation
Part 42Statutory Auditors
Chapter 1Introductory
1209Main purposes of Part
1210Meaning of “statutory auditor” etc
1211Eligibility for appointment as a statutory auditor: overview
Chapter 2Individuals and firms
Eligibility for appointment
1212Individuals and firms: eligibility for appointment as a statutory auditor
1213Effect of ineligibility
Independence requirement
1214Independence requirement
1215Effect of lack of independence
Effect of appointment of a partnership
1216Effect of appointment of a partnership
Supervisory bodies
1217Supervisory bodies
1218Exemption from liability for damages
Professional qualifications
1219Appropriate qualifications
1220Qualifying bodies and recognised professional qualifications
1221Approval of third country qualifications
1222Eligibility of individuals retaining only 1967 Act authorisation
Information
1223Matters to be notified to the Secretary of State
1223ZAMatters to be notified to the competent authority
1223ANotification of matters relevant to approved third country competent authorities
1224The Secretary of State's power to call for information
1224ZAThe competent authority’s power to call for information
1224ARestrictions on disclosure
1224BOffence of disclosure in contravention of section 1224A
Enforcement
1225Enforcement: general
1225ADirections: general
1225BDirections: supplementary
1225CCompliance orders
1225DFinancial penalties: general
1225EFinancial penalties: supplementary
1225FAppeals against financial penalties
1225GRecovery of financial penalties
Chapter 3Auditors General
Eligibility for appointment
1226Auditors General: eligibility for appointment as a statutory auditor
Conduct of audits
1227Individuals responsible for audit work on behalf of Auditors General
The Independent Supervisor
1228Appointment of the Independent Supervisor
Supervision of Auditors General
1229Supervision of Auditors General by the Independent Supervisor
1230Duties of Auditors General in relation to supervision arrangements
Reporting requirement
1231Reports by the Independent Supervisor
Information
1232Matters to be notified to the Independent Supervisor
1233The Independent Supervisor's power to call for information
Enforcement
1234Suspension notices
1235Effect of suspension notices
1236Compliance orders
Proceedings
1237Proceedings involving the Independent Supervisor
Grants
1238Grants to the Independent Supervisor
Chapter 4The register of auditors etc
1239The register of auditors
1240Information to be made available to public
CHAPTER 4AEquivalent Third Countries and Transitional Third Countries
1240APower to approve third countries as equivalent or transitional third countries
CHAPTER 4BApproved Third Country Competent Authorities
1240BPower to approve third country competent authorities
Chapter 5Registered third country auditors
Introductory
1241Meaning of “registered third country auditor” and “UK-traded third country company”
Duties
1242Duties of registered third country auditors
Information
1243Matters to be notified to the Secretary of State
1244The Secretary of State's power to call for information
Enforcement
1245Compliance orders
1246Removal of third country auditors from the register of auditors
1247Grants to bodies concerned with arrangements under Schedule 12
Chapter 6Supplementary and general
Power to require second company audit
1248Secretary of State's power to require second audit of a company
1249Supplementary provision about second audits
False and misleading statements
1250Misleading, false and deceptive statements
Fees
1251Fees
Duty of Secretary of State to report on inspections
1251ADuty of the Secretary of State to report on inspections
Delegation of Secretary of State's functions
1252Delegation of the Secretary of State's functions
1253Delegation of functions to an existing body
Cooperation with foreign competent authorities
1253ARequests to foreign competent authorities
1253BRequests from approved third country competent authorities
1253CNotification to approved third country competent authorities...
Transfer of papers to third countries
1253DRestriction on transfer of audit working papers to third countries
1253DATransfer by Secretary of State
1253DBTransfer by statutory auditor with approval of Secretary of State
1253DCTransfer by statutory auditor for purposes of investigation of auditor
1253DDAgreement of third country competent authority
1253DETransfer by means of inspection
1253EWorking arrangements for transfer of papers
1253FPublication of working arrangements
International obligations
1254Directions to comply with international obligations
General provision relating to offences
1255Offences by bodies corporate, partnerships and unincorporated associations
1256Time limits for prosecution of offences
1257Jurisdiction and procedure in respect of offences
Notices etc
1258Service of notices
1259Documents in electronic form
Interpretation
1260Meaning of “associate”
1261Minor definitions
1262Index of defined expressions
Miscellaneous and general
1263Power to make provision in consequence of changes affecting accountancy bodies
1264Consequential amendments
Part 43Transparency obligations and related matters
Introductory
1265The transparency obligations directive
Transparency obligations
1266Transparency rules
1267Competent authority's power to call for information
1268Powers exercisable in case of infringement of transparency obligation
Other matters
1269Corporate governance rules
1270Liability for false or misleading statements in certain publications
1271Exercise of powers where UK is host member State
1272Transparency obligations and related matters: minor and consequential amendments
1273Corporate governance regulations
Part 44Miscellaneous provisions
Regulation of actuaries etc
1274Grants to bodies concerned with actuarial standards etc
1275Levy to pay expenses of bodies concerned with actuarial standards etc
1276Application of provisions to Scotland and Northern Ireland
Information as to exercise of voting rights by institutional investors
1277Power to require information about exercise of voting rights
1278Institutions to which information provisions apply
1279Shares to which information provisions apply
1280Obligations with respect to provision of information
Disclosure of information under the Enterprise Act 2002
1281Disclosure of information under the Enterprise Act 2002
Expenses of winding up
1282Payment of expenses of winding up
Commonhold associations
1283Amendment of memorandum or articles of commonhold association
Part 45Northern Ireland
1284Extension of Companies Acts to Northern Ireland
1285Extension of GB enactments relating to UK Societas
1286Extension of GB enactments relating to certain other forms of business organisation
1287Extension of enactments relating to business names
Part 46General supplementary provisions
Regulations and orders
1288Regulations and orders: statutory instrument
1289Regulations and orders: negative resolution procedure
1290Regulations and orders: affirmative resolution procedure
1291Regulations and orders: approval after being made
1292Regulations and orders: supplementary
“Bank of England”
1292A“Bank of England”
Meaning of “enactment”
1293Meaning of “enactment”
Consequential and transitional provisions
1294Power to make consequential amendments etc
1295Repeals
1296Power to make transitional provision and savings
1297Continuity of the law
Part 47Final provisions
1298Short title
1299Extent
1300Commencement
Companies Act 2006
SCHEDULE 1Connected persons: references to an interest in shares or debentures
Introduction
1(1) The provisions of this Schedule have effect for the...
General provisions
2(1) A reference to an interest in shares includes any...
Rights to acquire shares
3(1) A person is taken to have an interest in...
Right to exercise or control exercise of rights
4(1) A person is taken to have an interest in...
Bodies corporate
5(1) A person is taken to be interested in shares...
Trusts
6(1) Where an interest in shares is comprised in property...
SCHEDULE 1AReferences to people with significant control over a company
PART 1The specified conditions
Introduction
1This Part of this Schedule specifies the conditions at least...
Ownership of shares
2The first condition is that X holds, directly or indirectly,...
Ownership of voting rights
3The second condition is that X holds, directly or indirectly,...
Ownership of right to appoint or remove directors
4The third condition is that X holds the right, directly...
Significant influence or control
5The fourth condition is that X has the right to...
Trusts, partnerships etc
6The fifth condition is that— (a) the trustees of a...
PART 2Holding an interest in a company etc
Introduction
7This Part of this Schedule specifies the circumstances in which,...
Holding an interest
8(1) V holds an interest in company W if—
Interests held through a legal entity
9(1) This paragraph applies where V— (a) holds an interest...
PART 3Supplementary provision
Introduction
10This Part sets out rules for the interpretation of this...
Joint interests
11If two or more persons each hold a share or...
Joint arrangements
12(1) If shares or rights held by a person and...
Calculating shareholdings
13(1) In relation to a legal entity that has a...
Voting rights
14(1) A reference to the voting rights in a legal...
15In applying this Schedule, the voting rights in a legal...
Rights to appoint or remove members of the board
16A reference to the right to appoint or remove a...
17References to a board of directors, in the case of...
Shares or rights held “indirectly”
18(1) A person holds a share “indirectly” if the person...
Shares held by nominees
19A share held by a person as nominee for another...
Rights treated as held by person who controls their exercise
20(1) Where a person controls a right, the right is...
21(1) “ Arrangement ” includes— (a) any scheme, agreement or...
Rights exercisable only in certain circumstances etc
22(1) Rights that are exercisable only in certain circumstances are...
Rights attached to shares held by way of security
23Rights attached to shares held by way of security provided...
Significant influence or control
24(1) The Secretary of State must issue guidance about the...
Limited partnerships
25(1) An individual does not meet the specified condition in...
PART 4Power to amend thresholds etc
26(1) The Secretary of State may by regulations amend this...
SCHEDULE 1BEnforcement of disclosure requirements
Right to issue restrictions notice
1(1) This paragraph applies if— (a) a notice under section...
Relevant interests
2(1) For the purposes of this Schedule, a person has...
Effect of restrictions notice
3(1) The effect of a restrictions notice issued under paragraph...
Protection of third party rights
4(1) The court may give a direction under this paragraph...
Breach of restrictions
5(1) A person commits an offence if the person does...
6If shares in a company are issued in contravention of...
7(1) A person guilty of an offence under paragraph 5...
Relaxation of restrictions
8(1) An application may be made to the court for...
Orders for sale
9(1) The court may order that the relevant interest subject...
10(1) If a relevant interest is sold in pursuance of...
Company's power to withdraw restrictions notice
11A company that issues a person with a restrictions notice...
Supplementary provision
12(1) The Secretary of State may by regulations make provision...
Offence of failing to comply with notices
13(1) A person to whom a notice under section 790D...
Offence of failing to provide information
14(1) A person commits an offence if the person—
False statements: basic offence
14A(1) A person commits an offence if, in purported compliance...
False statements: aggravated offence
14B(1) A person commits an offence if, in purported compliance...
SCHEDULE 1CRules of the Takeover Panel: general principles and other provision
PART 1General principles
1(1) All holders of the securities of an offeree company...
2(1) The holders of the securities of an offeree company...
3The board of directors of an offeree company must act...
4False markets must not be created in the securities of—...
5An offeror must announce a takeover bid only after—
6An offeree company must not be hindered in the conduct...
PART 2Other provision
Protection of minority shareholders, the mandatory takeover bid and the equitable price
7(1) Rules must ensure that a person (“P”) is required...
8(1) For the purposes of paragraph 7, “the equitable price”...
9(1) Rules must ensure that the offeror may offer by...
10Any rules that make provision to protect the interests of...
Information concerning takeover bids
11(1) Rules must ensure that a decision to make a...
12(1) Rules must ensure that an offeror must draw up...
Time allowed for acceptance
13(1) Rules must ensure that, subject to any provision made...
14(1) Rules may contain provision changing the time allowed for...
Disclosure
15Rules must ensure that a takeover bid must be made...
16Rules must ensure that all information and documents required by...
Obligations of the board of directors of the offeree company
17(1) Rules must ensure that, during the relevant period, the...
18(1) Rules must ensure that the board of directors of...
Other rules applicable to the conduct of takeover bids
19Rules must make provision governing the conduct of takeover bids...
Interpretation
20(1) In this Schedule— “offer document” means a document required...
21(1) In this Schedule, other than in the listed provisions,...
SCHEDULE 2Specified persons, descriptions of disclosures etc for the purposes of section 948
PART 1SPECIFIED PERSONS
(A) UNITED KINGDOM
1The Secretary of State.
2The Department of Enterprise, Trade and Investment for Northern Ireland....
3The Treasury.
4The Bank of England.
5The Financial Services Authority.
6The Commissioners for Her Majesty's Revenue and Customs.
7The Lord Advocate.
8The Director of Public Prosecutions.
9The Director of Public Prosecutions for Northern Ireland.
10A constable.
11A procurator fiscal.
12The Scottish Ministers.
(B) JERSEY
1The Minister for Economic Development.
2The Minister for Treasury and Resources.
3The Jersey Financial Services Commission.
4The Comptroller of Income Tax.
5The Agent of the Impôts.
6Her Majesty's Attorney General for Jersey.
7The Viscount.
8A police officer (within the meaning of the Interpretation (Jersey)...
(C) GUERNSEY
1The Commerce and Employment Department.
2The Treasury and Resources Department.
3The Guernsey Financial Services Commission.
4The Director of Income Tax.
5The Chief Officer of Customs and Excise.
6Her Majesty's Procureur.
7A police officer (within the meaning of the Companies (Guernsey)...
(D) ISLE OF MAN
1(1) The members and officers of each of the Departments...
2The Treasury of the Isle of Man.
3The Financial Supervision Commission of the Isle of Man.
4Her Majesty's Attorney General of the Isle of Man.
5A constable (within the meaning of the Interpretation Act 1976...
PART 2SPECIFIED DESCRIPTIONS OF DISCLOSURES
(A) UNITED KINGDOM
1A disclosure for the purpose of enabling or assisting a...
2A disclosure for the purpose of enabling or assisting an...
3A disclosure for the purpose of enabling or assisting a...
4A disclosure for the purpose of enabling or assisting a...
5A disclosure for the purpose of enabling or assisting a...
6A disclosure for the purpose of enabling or assisting a...
7A disclosure for the purpose of enabling or assisting the...
8A disclosure for the purpose of enabling or assisting a...
9A disclosure for the purpose of enabling or assisting a...
10A disclosure for the purpose of enabling or assisting a...
11A disclosure for the purpose of enabling or assisting the...
12A disclosure for the purpose of enabling or assisting a...
13A disclosure for the purpose of enabling or assisting the...
14A disclosure for the purpose of enabling or assisting the...
15A disclosure for the purpose of enabling or assisting the...
16A disclosure for the purpose of enabling or assisting a...
17A disclosure for the purpose of enabling or assisting an...
18. . . . . . . . . ....
19A disclosure for the purpose of enabling or assisting a...
20A disclosure for the purpose of enabling or assisting the...
21A disclosure for the purpose of enabling or assisting the...
22A disclosure for the purpose of enabling or assisting the...
23A disclosure for the purpose of enabling or assisting the...
24A disclosure for the purpose of enabling or assisting organs...
25A disclosure for the purpose of enabling or assisting the...
26. . . . . . . . . ....
27A disclosure with a view to the institution of, or...
28A disclosure for the purpose of enabling or assisting an...
29A disclosure for the purpose of enabling or assisting the...
30A disclosure for the purpose of enabling or assisting the...
31A disclosure for the purpose of enabling or assisting the...
32A disclosure by the Gambling Commission to the Comptroller and...
33A disclosure for the purposes of enabling or assisting a...
34A disclosure for the purpose of enabling or assisting an...
35A disclosure for the purpose of enabling or assisting an...
36AA disclosure for the purpose of enabling or assisting the...
36A disclosure for the purpose of enabling or assisting a...
37A disclosure for the purpose of enabling or assisting the...
38A disclosure for the purpose of enabling or assisting the...
39A disclosure for the purpose of enabling or assisting a...
40(1) A disclosure for the purpose of enabling or assisting...
41A disclosure for the purpose of enabling or assisting a...
42A disclosure for the purpose of enabling or assisting a...
43A disclosure with a view to the institution of, or...
44A disclosure for the purpose of enabling or assisting a...
45A disclosure for the purpose of enabling or assisting a...
46A disclosure for the purpose of enabling or assisting the...
47A disclosure for the purpose of enabling or assisting a...
48A disclosure with a view to the institution of, or...
49A disclosure with a view to the institution of, or...
50A disclosure for the purposes of proceedings before a tribunal...
51A disclosure for the purpose of enabling or assisting a...
52(1) A disclosure with a view to the institution of,...
53(1) A disclosure with a view to the institution of,...
(B) JERSEY
1A disclosure for the purpose of enabling or assisting an...
2A disclosure for the purpose of enabling or assisting a...
3A disclosure for the purpose of enabling or assisting an...
4A disclosure for the purpose of enabling or assisting the...
5A disclosure for the purpose of enabling or assisting the...
6A disclosure for the purpose of enabling or assisting the...
7A disclosure for the purpose of enabling or assisting the...
8A disclosure for the purpose of enabling or assisting Her...
9A disclosure for the purpose of enabling or assisting Her...
10A disclosure for the purpose of enabling or assisting the...
11A disclosure with a view to the institution of, or...
12(1) A disclosure with a view to the institution of,...
13(1) A disclosure with a view to the institution of,...
(C) GUERNSEY
1A disclosure for the purpose of enabling or assisting the...
2A disclosure for the purpose of enabling or assisting a...
3A disclosure for the purpose of enabling or assisting Her...
4A disclosure for the purpose of enabling or assisting the...
5A disclosure for the purpose of enabling or assisting any...
6A disclosure with a view to the institution of, or...
7(1) A disclosure with a view to the institution of,...
8(1) A disclosure with a view to the institution of,...
(D) ISLE OF MAN
1A disclosure for the purpose of enabling or assisting an...
2A disclosure for the purpose of enabling or assisting a...
3A disclosure for the purpose of enabling or assisting the...
4A disclosure for the purpose of enabling or assisting an...
5A disclosure for the purpose of enabling or assisting the...
6A disclosure for the purpose of enabling or assisting an...
7A disclosure for the purpose of enabling or assisting the...
8A disclosure with a view to the institution of, or...
9A disclosure for the purpose of enabling or assisting—
10A disclosure for the purpose of enabling or assisting the...
11A disclosure for the purpose of enabling or assisting the...
12A disclosure for the purpose of enabling or assisting the...
13A disclosure for the purpose of enabling or assisting Her...
14A disclosure for the purpose of enabling or assisting the...
15A disclosure for the purpose of enabling or assisting an...
16(1) A disclosure with a view to the institution of,...
17(1) A disclosure with a view to the institution of,...
(E) GENERAL
1A disclosure for the purpose of enabling or assisting—
2(1) A disclosure for the purpose of enabling or assisting...
3A disclosure with a view to the institution of, or...
4A disclosure for the purpose of the provision of a...
5A disclosure in pursuance of any EU obligation.
PART 3OVERSEAS REGULATORY BODIES
1(1) A disclosure is made in accordance with this Part...
2In determining whether to disclose information to a person or...
SCHEDULE 3Amendments of remaining provisions of the Companies Act 1985 relating to offences
Failure to give information about interests in shares etc
1(1) In subsection (3) of section 444 of the Companies...
Obstruction of rights conferred by a warrant or failure to comply with requirement under section 448
2(1) In section 448(7) of the Companies Act 1985 (obstruction...
Wrongful disclosure of information to which section 449 applies
3(1) Section 449 of the Companies Act 1985 (wrongful disclosure...
Destruction, mutilation etc of company documents
4(1) For subsection (3) of section 450 of the Companies...
Provision of false information in purported compliance with section 447
5(1) For subsection (2) of section 451 of the Companies...
Obstruction of inspector, etc exercising power to enter and remain on premises
6(1) Section 453A of the Companies Act 1985 (obstruction of...
Attempted evasion of restrictions under Part 15
7(1) In subsection (1) of section 455 of the Companies...
SCHEDULE 4Documents and information sent or supplied to a company
Part 1Introduction
Application of Schedule
1(1) This Schedule applies to documents or information sent or...
Part 2Communications in hard copy form
Introduction
2A document or information is validly sent or supplied to...
Method of communication in hard copy form
3(1) A document or information in hard copy form may...
Address for communications in hard copy form
4A document or information in hard copy form may be...
PART 2ACommunications in electronic form from the registrar or the Secretary of State
4A(1) A document or information is validly sent or supplied...
Part 3Communications in electronic form in other cases
Introduction
5A document or information is validly sent or supplied to...
Conditions for use of communications in electronic form
6A document or information may only be sent or supplied...
Address for communications in electronic form
7(1) Where the document or information is sent or supplied...
Part 4Other agreed forms of communication
8A document or information that is sent or supplied to...
SCHEDULE 5Communications by a company
Part 1Introduction
Application of this Schedule
1This Schedule applies to documents or information sent or supplied...
Part 2Communications in hard copy form
Introduction
2A document or information is validly sent or supplied by...
Method of communication in hard copy form
3(1) A document or information in hard copy form must...
Address for communications in hard copy form
4(1) A document or information in hard copy form may...
Part 3Communications in electronic form
Introduction
5A document or information is validly sent or supplied by...
Agreement to communications in electronic form
6A document or information may only be sent or supplied...
Address for communications in electronic form
7(1) Where the document or information is sent or supplied...
Part 4Communications by means of a website
Use of website
8A document or information is validly sent or supplied by...
Agreement to use of website
9A document or information may only be sent or supplied...
Deemed agreement of members of company etc to use of website
10(1) This paragraph applies to a document or information to...
Deemed agreement of debenture holders to use of website
11(1) This paragraph applies to a document or information to...
Availability of document or information
12(1) A document or information authorised or required to be...
Notification of availability
13(1) The company must notify the intended recipient of—
Period of availability on website
14(1) The company must make the document or information available...
Part 5Other agreed forms of communication
15A document or information that is sent or supplied otherwise...
Part 6Supplementary provisions
Joint holders of shares or debentures
16(1) This paragraph applies in relation to documents or information...
Death or bankruptcy of holder of shares
17(1) This paragraph has effect in the case of the...
SCHEDULE 6Meaning of “subsidiary” etc: supplementary provisions
Introduction
1The provisions of this Part of this Schedule explain expressions...
Voting rights in a company
2In section 1159(1)(a) and (c) the references to the voting...
Right to appoint or remove a majority of the directors
3(1) In section 1159(1)(b) the reference to the right to...
Rights exercisable only in certain circumstances or temporarily incapable of exercise
4(1) Rights which are exercisable only in certain circumstances shall...
Rights held by one person on behalf of another
5Rights held by a person in a fiduciary capacity shall...
6(1) Rights held by a person as nominee for another...
Rights attached to shares held by way of security
7Rights attached to shares held by way of security shall...
Rights attributed to holding company
8(1) Rights shall be treated as held by a holding...
Disregard of certain rights
9The voting rights in a company shall be reduced by...
Supplementary
10References in any provision of paragraphs 5 to 9 to...
SCHEDULE 7Parent and subsidiary undertakings: supplementary provisions
Introduction
1The provisions of this Schedule explain expressions used in section...
Voting rights in an undertaking
2(1) In section 1162(2)(a) and (d) the references to the...
Right to appoint or remove a majority of the directors
3(1) In section 1162(2)(b) the reference to the right to...
Right to exercise dominant influence
4(1) For the purposes of section 1162(2)(c) an undertaking shall...
Rights exercisable only in certain circumstances or temporarily incapable of exercise
5(1) Rights which are exercisable only in certain circumstances shall...
Rights held by one person on behalf of another
6Rights held by a person in a fiduciary capacity shall...
7(1) Rights held by a person as nominee for another...
Rights attached to shares held by way of security
8Rights attached to shares held by way of security shall...
Rights attributed to parent undertaking
9(1) Rights shall be treated as held by a parent...
Disregard of certain rights
10The voting rights in an undertaking shall be reduced by...
Supplementary
11References in any provision of paragraphs 6 to 10 to...
SCHEDULE 8Index of defined expressions
SCHEDULE 9Removal of special provisions about accounts and audit of charitable companies
Part 1The Companies Act 1985 (c. 6)
1Removal of special provisions about accounts and audit of charitable companies
2Removal of special provisions about accounts and audit of charitable companies
3Removal of special provisions about accounts and audit of charitable companies
4Removal of special provisions about accounts and audit of charitable companies
5Removal of special provisions about accounts and audit of charitable companies
6Removal of special provisions about accounts and audit of charitable companies
7Removal of special provisions about accounts and audit of charitable companies
8Removal of special provisions about accounts and audit of charitable companies
Part 2The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)
9Removal of special provisions about accounts and audit of charitable companies
10Removal of special provisions about accounts and audit of charitable companies
11Removal of special provisions about accounts and audit of charitable companies
12Removal of special provisions about accounts and audit of charitable companies
13Removal of special provisions about accounts and audit of charitable companies
14Removal of special provisions about accounts and audit of charitable companies
15Removal of special provisions about accounts and audit of charitable companies
16Removal of special provisions about accounts and audit of charitable companies
SCHEDULE 10Recognised supervisory bodies
Part 1Grant and revocation of recognition of a supervisory body
Application for recognition of supervisory body
1(1) A supervisory body may apply to the Secretary of...
Grant and refusal of recognition
2(1) The Secretary of State may, on an application duly...
Revocation of recognition
3(1) A recognition order in respect of a body may...
Transitional provision
4A recognition order made and not revoked under—
Orders not statutory instruments
5Orders under this Part of this Schedule shall not be...
Part 2Requirements for recognition of a supervisory body
Delegation etc. of tasks by competent authority
5AThe body (“B”) must have rules providing that—
Consultation
5BThe body must consult with the competent authority and with...
Holding of appropriate qualification
6(1) The body must have rules to the effect that...
7(1) This paragraph explains what is meant in paragraph 6(1)(b)...
7A(1) The body must have rules and practices governing the...
Auditors to be fit and proper persons
8(1) The body must have adequate rules and practices designed...
Professional integrity and independence
9(1) The body must have adequate rules and practices designed...
Technical standards
10(1) The body must have rules and practices as to—...
Technical standards for group audits
10A(1) The body must have rules and practices as to...
Public interest entity reporting requirements
10B. . . . . . . . . ....
Public interest entity independence requirements
10C(1) . . . . . . . . ....
Procedures for maintaining competence
11The body must have rules and practices designed to ensure...
Monitoring and enforcement
12(1) The body must— (a) have adequate resources for the...
Monitoring of audits
13(1) The body must— (a) have adequate arrangements for enabling...
Membership, eligibility and enforcement
14The rules and practices of the body relating to—
Investigation of complaints
15(1) The body must have effective arrangements for the investigation...
Independent investigation for enforcement purposes
16(1) The body must have rules and practices designed to...
Transfer of papers to third countries
16A(1) The body must have adequate rules and practices designed...
Transfer to approved third country competent authority
16AAThe requirements of this paragraph are that—
Transfer for purposes of investigation of auditor
16AB(1) The requirements of this paragraph are that—
Meeting of claims arising out of audit work
17(1) The body must have adequate rules or arrangements designed...
Register of auditors and other information to be made available
18The body must have rules requiring persons eligible under its...
Taking account of costs of compliance
19The body must have satisfactory arrangements for taking account, in...
Promotion and maintenance of standards
20The body must be able and willing—
Supplementary: funding of arrangements
20ZA(1) This paragraph applies where, under regulation 3 of the...
Interpretation
20A(1) In this Part of this Schedule— “ the Audit...
Part 3Arrangements in which recognised supervisory bodies are required to participate
Arrangements for setting standards relating to professional integrity and independence
21Arrangements in which recognised supervisory bodies are required to participate
Arrangements for setting technical standards
22Arrangements in which recognised supervisory bodies are required to participate
Arrangements for setting standards relating to public interest entity reporting requirements
22AArrangements in which recognised supervisory bodies are required to participate
Arrangements for setting standards relating to public interest entity independence requirements
22BArrangements in which recognised supervisory bodies are required to participate
Arrangements for independent monitoring of audits of listed companies and other major bodies
23Arrangements in which recognised supervisory bodies are required to participate
Arrangements for independent monitoring of third country audits
23AArrangements in which recognised supervisory bodies are required to participate
Arrangements for independent investigation for disciplinary purposes of public interest cases
24Arrangements in which recognised supervisory bodies are required to participate
Supplementary: arrangements to operate independently of body
25Arrangements in which recognised supervisory bodies are required to participate
Supplementary: funding of arrangements
26Arrangements in which recognised supervisory bodies are required to participate
Supplementary: scope of arrangement
27Arrangements in which recognised supervisory bodies are required to participate
SCHEDULE 11Recognised professional qualifications
Part 1Grant and revocation of recognition of a professional qualification
Application for recognition of professional qualification
1(1) A qualifying body may apply to the Secretary of...
Grant and refusal of recognition
2(1) The Secretary of State may, on an application duly...
Revocation of recognition
3(1) A recognition order may be revoked by a further...
Transitional provision
4A recognition order made and not revoked under—
Orders not statutory instruments
5Orders under this Part of this Schedule shall not be...
Part 2Requirements for recognition of a professional qualification
Entry requirements
6(1) The qualification must only be open to persons who—...
Requirement for theoretical instruction or professional experience
7(1) The qualification must be restricted to persons who—
Examination
8(1) The qualification must be restricted to persons who have...
Practical training
9(1) The qualification must be restricted to persons who have...
Supplementary provision with respect to a sufficient period of professional experience
10(1) Periods of theoretical instruction in the fields of finance,...
The body offering the qualification
11(1) The body offering the qualification must have—
SCHEDULE 11ASpecified persons, descriptions, disclosures etc for the purposes of section 1224A
PART 1Specified persons
1The Secretary of State.
2The Department of Enterprise, Trade and Investment for Northern Ireland....
3The Treasury.
4The Bank of England.
5The Financial Services Authority.
6The Commissioners for Her Majesty's Revenue and Customs.
7The Lord Advocate.
8The Director of Public Prosecutions.
9The Director of Public Prosecutions for Northern Ireland.
10A constable.
11A procurator fiscal.
12The Scottish Ministers.
13A body designated by the Secretary of State under section...
14A recognised supervisory body.
15A recognised qualifying body.
16The competent authority.
17The Independent Supervisor.
17AA recognised supervisory body as defined in section 1217(4) and...
17BA recognised qualifying body as defined in section 1219(13) as...
17CA body designated by the Secretary of State under section...
17DA body with which a recognised supervisory body within the...
PART 2Specified descriptions of disclosures
18A disclosure for the purpose of enabling or assisting a...
19A disclosure for the purpose of enabling or assisting an...
20A disclosure for the purpose of enabling or assisting a...
21A disclosure for the purpose of enabling or assisting a...
22A disclosure for the purpose of enabling or assisting a...
23A disclosure for the purpose of enabling or assisting a...
24A disclosure for the purpose of enabling or assisting the...
25A disclosure for the purpose of enabling or assisting a...
26A disclosure for the purpose of enabling or assisting a...
27A disclosure for the purpose of enabling or assisting a...
28A disclosure for the purpose of enabling or assisting the...
29A disclosure for the purpose of enabling or assisting a...
30A disclosure for the purpose of enabling or assisting the...
31A disclosure for the purpose of enabling or assisting the...
32A disclosure for the purpose of enabling or assisting the...
33A disclosure for the purpose of enabling or assisting a...
34A disclosure for the purpose of enabling or assisting the...
35A disclosure for the purpose of enabling or assisting the...
36A disclosure for the purpose of enabling or assisting—
37A disclosure for the purpose of enabling or assisting the...
38A disclosure for the purpose of enabling or assisting organs...
39A disclosure for the purpose of enabling or assisting the...
40Specified persons, descriptions, disclosures for the purposes of section 1224A
41A disclosure with a view to the institution of, or...
42A disclosure for the purpose of enabling or assisting an...
43A disclosure for the purpose of enabling or assisting the...
44A disclosure for the purpose of enabling or assisting the...
45A disclosure for the purpose of enabling or assisting the...
46A disclosure for the purpose of enabling or assisting the...
47A disclosure by the Gambling Commission to the Comptroller and...
48A disclosure for the purposes of enabling or assisting a...
49A disclosure for the purpose of enabling or assisting an...
50A disclosure for the purpose of enabling or assisting an...
51A disclosure for the purpose of enabling or assisting a...
51AA disclosure for the purpose of enabling or assisting the...
52A disclosure for the purpose of enabling or assisting the...
53A disclosure for the purpose of enabling or assisting the...
54A disclosure for the purpose of enabling or assisting a...
55A disclosure for the purpose of enabling or assisting a...
56A disclosure for the purpose of enabling or assisting a...
57A disclosure for the purpose of enabling or assisting a...
58A disclosure with a view to the institution of, or...
59A disclosure for the purpose of enabling or assisting a...
60A disclosure for the purpose of enabling or assisting a...
61A disclosure for the purpose of making available to an...
62A disclosure for the purpose of making available to the...
63A disclosure for the purpose of enabling or assisting an...
64A disclosure for the purpose of enabling or assisting the...
65A disclosure for the purpose of enabling or assisting a...
66A disclosure for the purpose of enabling or assisting an...
67A disclosure for the purpose of enabling or assisting the...
68A disclosure with a view to the institution of, or...
69A disclosure for the purpose of enabling or assisting a...
70A disclosure with a view to the institution of, or...
71A disclosure with a view to the institution of, or...
72A disclosure for the purposes of proceedings before the Financial...
73A disclosure for the purposes of proceedings before a tribunal...
74A disclosure for the purpose of enabling or assisting a...
75A disclosure with a view to the institution of, or...
76A disclosure with a view to the institution of, or...
77A disclosure for the purpose of the provision of a...
78A disclosure in pursuance of any assimilated obligation .
PART 3Overseas regulatory bodies
79A disclosure is made in accordance with this Part of...
80A disclosure is made in accordance with this Part of...
SCHEDULE 12Arrangements in which registered third country auditors are required to participate
Arrangements for independent monitoring of audits of UK-traded third country companies
1(1) The arrangements referred to in section 1242(1)(a) are appropriate...
Arrangements for independent investigations for disciplinary purposes
2(1) The arrangements referred to in section 1242(1)(b) are appropriate...
Supplementary: arrangements to operate independently of third country auditor
3(1) This paragraph applies for the purposes of—
Supplementary: funding of arrangements
4(1) The registered third country auditor must pay any of...
Supplementary: scope of arrangements
5Arrangements may qualify as arrangements within either of paragraphs 1...
Specification of particular arrangements by the Secretary of State
6(1) If there exist two or more sets of arrangements...
SCHEDULE 13Supplementary provisions with respect to delegation order
Operation of this Schedule
1(1) This Schedule has effect in relation to a body...
Status
2The body is not to be regarded as acting on...
Name, members and chairman
3(1) The body is to be known by such name...
Financial provisions
4(1) The body must pay to its chairman and members...
Proceedings
5(1) The delegation order may contain such provision as the...
Fees
6(1) The body may retain fees payable to it.
Legislative functions
7(1) Regulations or an order made by the body in...
8(1) Immediately after an instrument is made it must be...
9(1) The production of a printed copy of an instrument...
Report and accounts
10(1) The body must, at least once in each calendar...
Other supplementary provisions
11(1) The transfer of a function to a body designated...
12Where a delegation order is revoked, the Secretary of State...
13(1) This paragraph applies where the body is an unincorporated...
SCHEDULE 14Statutory auditors: consequential amendments
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)
1(1) Section 16 of the Companies (Audit, Investigations and Community...
SCHEDULE 15Transparency obligations and related matters: minor and consequential amendments
Part 1Amendments of the Financial Services and Markets Act 2000
1Part 6 of the Financial Services and Markets Act 2000...
2In section 73 (general duty of competent authority), after subsection...
3In section 73A (Part 6 Rules), after subsection (5) insert—...
4For the cross-heading before section 90 substitute “ Compensation for...
5For the heading to section 90 substitute “ Compensation for...
6(1) Section 91 (penalties for breach of Part 6 rules)...
7In section 96B (persons discharging managerial responsibilities and connected persons)—...
8In section 97(1) (appointment by the competent authority of persons...
9In section 99 (fees) after subsection (1B) insert—
10(1) Section 102A (meaning of “securities” etc) is amended as...
11(1) Section 103(1) (interpretation of Part 6) is amended as...
12In section 429(2) (Parliamentary control of statutory instruments: affirmative procedure)...
Part 2Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004
13Chapter 2 of Part 1 of the Companies (Audit, Investigations...
14(1) Section 14 (supervision of periodic accounts and reports of...
15(1) Section 15 (application of certain company law provisions to...
SCHEDULE 16 Repeals

Companies Act 2006

2006 c. 46

C1C2C3C4C5C18C6C10C9C7C12C13C14C11C8C15C17C16An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.

Be it enacted by the Queen's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—C29C21C25C28C27C24C33C32C20C34C26C23C19C30C31C22C35

Annotations:
Modifications etc. (not altering text)
C1

Act: Pts. 1-39 and 45-39 modified (6.4.2007) by The Companies Acts (Unregistered Companies) Regulations 2007 (S.I. 2007/318), regs. 4, 5 (with reg. 6)

C2

Act applied (15.12.2007 with application as mentioned in rule 3 of the amending S.I.) by The PPP Administration Order Rules 2007 (S.I. 2007/3141), rule 32(5)

C3

Act applied in part (with modifications) (6.4.2008) by The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), regs. 3(1)(4), 19(1) (as amended (1.10.2013) by S.I. 2013/2224, regs. 1(2), 4)

C13

Pts. 1-39 and 45-47 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 21 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C14

Pts. 1-39, 45-47 applied (with modifications) (1.10.2009) by The Companies (Companies Authorised to Register) Regulations 2009 (S.I. 2009/2437), regs. 18-23 (with transitional provisions and savings in reg. 24)

C15

Act: power to modify conferred (E.W.) (1.10.2010 for certain purposes otherwise prosp.) by Water Act 1991(c. 56), s. 23(2E)-(2G) (as inserted by 2010 c. 29, ss. 34, 49(3)(a), Sch. 5 para. 3 (with s. 49(1)(6)); S.I. 2010/2169, art. 4, Sch. (with art. 5))

C29

Act applied in part (with application in accordance with reg. 1(2) of the amending S.I.) by The Companies (Receipt of Accounts and Reports) Regulations 2013 (S.I. 2013/1973), reg. 9(1)

C27

Act excluded (12.7.2016) by Energy Act 2016 (c. 20), ss. 1(3), 84(3); S.I. 2016/602, reg. 3(a) (as substituted by S.I. 2016/710, reg. 2)

C24

Act applied (with modifications) by S.I. 2014/3348, art. 220A (as inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 41(16))

C32

Act excluded in part by 2005 c. 5, s. 271B(2) (as inserted (with effect in accordance with Sch. 2 para. 64 of the amending Act) by Finance (No. 2) Act 2017 (c. 32), Sch. 2 para. 13)

C34

Act applied in part (with modifications) (8.7.2021) by The Payment and Electronic Money Institution Insolvency Regulations 2021 (S.I. 2021/716), reg. 2, Sch. 3 paras. 2, 3 (with reg. 5) (as amended (4.1.2024) by S.I. 2023/1399, regs. 1(2), 4)

C26

Act: power to apply (with modifications) conferred (29.8.2023) by Financial Services and Markets Act 2023 (c. 29), s. 86(3), Sch. 11 para. 165; S.I. 2023/779, reg. 4(ddd)(xiv)

C23

Act: power to modify conferred (29.8.2023) by Financial Services and Markets Act 2023 (c. 29), ss. 13, 17, 86(3); S.I. 2023/779, reg. 4(h)(l)

C19

Act: power to amend or repeal conferred (29.8.2023) by Financial Services and Markets Act 2023 (c. 29), ss. 15, 17, 86(3); S.I. 2023/779, reg. 4(j)(l)

C30

Act: power to amend or repeal conferred (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by 1907 c. 24, s. 7A (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 149, 219(1)(2)(b))

C22

Act: power to modify conferred (1.10.2010 for specified purposes, 12.1.2024 in so far as not already in force) by 1991 c. 56, s. 23(2E)-(2G) (as inserted by Flood and Water Management Act 2010 (c. 29), s. 49(3), Sch. 5 para. 3 (with s. 49(1)(6)); S.I. 2010/2169, art. 4, Sch.; S.I. 2024/35, art. 2(b))