http://www.legislation.gov.uk/ukpga/2006/46/contentsCompanies Act 2006 An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.texttext/xmlenStatute Law Database2011-11-222010-11-15 ActSch. 6 Pt. 1Companies Act 2006The Investment Bank Special Administration Regulations 2011Blanket amendmentart. 3 4Companies Act 2006The Treaty of Lisbon (Changes in Terminology) Order 2011Blanket amendmentart. 3 6Companies Act 2006The Treaty of Lisbon (Changes in Terminology) Order 2011Pt. 1-39Sch. 1 para. 2Companies Act 2006The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011Pt. 23Sch. 1 para. 18(a)Companies Act 2006Postal Services Act 2011Pt. 35Sch. 6 Pt. 2 para. 5(3)Companies Act 2006The Investment Bank Special Administration Regulations 2011Pt. 45-47Sch. 1 para. 2Companies Act 2006The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011s. 44art. 24Companies Act 2006The Yarmouth (Isle of Wight) Harbour Revision Order 2011s. 45(1)art. 24Companies Act 2006The Yarmouth (Isle of Wight) Harbour Revision Order 2011s. 90-96Sch. 1 para. 3(1)Companies Act 2006The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011s. 98Sch. 1 para. 4(2)Companies Act 2006The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011s. 99Sch. 1 para. 4(2)Companies Act 2006The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011s. 1224(2)(c)reg. 3Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011s. 1242(4)reg. 4(a)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011s. 1242(4)(b)(c)reg. 4(b)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011s. 461Sch. 6 Pt. 2 para. 5(2)Companies Act 2006The Investment Bank Special Administration Regulations 2011s. 584-587Sch. 1 para. 9Companies Act 2006The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011s. 593(4)reg. 2(4)(b)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 595 headingreg. 2(4)(a)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 595(1)reg. 2(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 595(2)(3)reg. 2(3)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 662-669Sch. 1 para. 7(1)Companies Act 2006The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011s. 668Sch. 1 para. 7(2)Companies Act 2006The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011s. 766(1)(a)art. 28(2)Companies Act 2006The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011s. 855(1)(f)reg. 2(a)Companies Act 2006The Companies Act 2006 (Annual Returns) Regulations 2011s. 855(4)reg. 2(b)Companies Act 2006The Companies Act 2006 (Annual Returns) Regulations 2011s. 856 headingreg. 3(2)Companies Act 2006The Companies Act 2006 (Annual Returns) Regulations 2011s. 856(1)(1A)reg. 3(1)(a)Companies Act 2006The Companies Act 2006 (Annual Returns) Regulations 2011s. 856(2A)(2B)reg. 3(1)(b)Companies Act 2006The Companies Act 2006 (Annual Returns) Regulations 2011s. 856A(1)reg. 4(1)(a)Companies Act 2006The Companies Act 2006 (Annual Returns) Regulations 2011s. 856A(2)reg. 4(1)(b)Companies Act 2006The Companies Act 2006 (Annual Returns) Regulations 2011s. 856Breg. 4(2)Companies Act 2006The Companies Act 2006 (Annual Returns) Regulations 2011s. 899(3)art. 28(3)Companies Act 2006The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011s. 903(2)reg. 4Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 906 headingreg. 5(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 906(4)reg. 5(1)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 906Areg. 6Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 908(3)reg. 7Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 909(7)reg. 8Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 910(1)(1A)reg. 9(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 910(5)(6)reg. 9(3)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 911(3)(d)reg. 10(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 911(3)(f) and wordreg. 10(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 911(3A)reg. 10(3)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 911(4)reg. 10(4)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 911(5)(6)(7)reg. 10(5)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 911Areg. 11Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 911Breg. 12Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 912reg. 13Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 915(5)art. 28(4)Companies Act 2006The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011s. 915Areg. 14Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 916(3)(3A)(3B)reg. 15(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 916(4)(4A)(4B)(4C)(4D)reg. 15(3)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 916(5)reg. 15(4)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 917(3)(3A)(3B)reg. 16(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 917(4)(4A)(4B)(4C)(4D)reg. 16(3)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 917(5)reg. 16(4)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 918(2)(2A)(2B)reg. 17(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 918(3)(3A)(3B)(3C)(3D)reg. 17(3)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 918(4)reg. 17(4)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 918A headingreg. 18(4)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 918A(1)reg. 18(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 918A(1A)reg. 18(3)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 921 headingreg. 19(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 921(4)reg. 19(1)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 921Areg. 20Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 923(4)reg. 21Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 924(7)reg. 22Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 925(1)(1A)reg. 23(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 925(4A)reg. 23(3)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 925(5)reg. 23(4)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 926(3)(d)reg. 24(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 926(3)(f) and wordreg. 24(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 926(3A)reg. 24(3)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 926(4)reg. 24(4)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 926(5)(6)reg. 24(5)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 926Areg. 25Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 927(3)reg. 26Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 931(3)(3A)(3B)reg. 27(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 931(4)(4A)(4B)(4C)(4D)reg. 27(3)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 931(5)reg. 27(4)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 932(2)(2A)(2B)reg. 28(2)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 932(3)(3A)(3B)(3C)(3D)reg. 28(3)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 932(4)reg. 28(4)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 932(5)reg. 28(5)Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 933Areg. 29Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 934(1)(b)reg. 30Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 940Areg. 31Companies Act 2006The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011s. 1030(6)(b)(ii)Sch. 1 para. 9Companies Act 2006Damages (Scotland) Act 2011s. 1139Sch. 6 Pt. 2 para. 5(4)Companies Act 2006The Investment Bank Special Administration Regulations 2011s. 1140Sch. 6 Pt. 2 para. 5(4)Companies Act 2006The Investment Bank Special Administration Regulations 2011s. 1173(1)Sch. 4 para. 5(a)Companies Act 2006The Electronic Money Regulations 2011s. 1173(1)Sch. 4 para. 5(a)(i)Companies Act 2006The Electronic Money Regulations 2011s. 1173(1)Sch. 4 para. 5(a)(ii)Companies Act 2006The Electronic Money Regulations 2011s. 1210(3)Sch. 4 para. 5(b)Companies Act 2006The Electronic Money Regulations 2011s. 1210(3)(a)Sch. 4 para. 5(b)(i)Companies Act 2006The Electronic Money Regulations 2011s. 1210(3)(a)Sch. 4 para. 5(b)(ii)Companies Act 2006The Electronic Money Regulations 2011s. 1214Sch. 2 para. 25(4)Companies Act 2006Budget Responsibility and National Audit Act 2011s. 1216Sch. 2 para. 25(4)Companies Act 2006Budget Responsibility and National Audit Act 2011s. 1230(3)(a)Sch. 5 para. 30Companies Act 2006Budget Responsibility and National Audit Act 2011Sch. 2 para. A32Sch. 5 para. 31Companies Act 2006Budget Responsibility and National Audit Act 2011Sch. 2 Pt. 2Sch. 6 Pt. 2 para. 5(5)Companies Act 2006The Investment Bank Special Administration Regulations 2011Sch. 8reg. 5Companies Act 2006The Companies Act 2006 (Annual Returns) Regulations 2011Sch. 10 para. 10(4)(b)reg. 5(2)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 10 para. 13(1)(a)reg. 5(3)(a)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 10 para. 13(1)(b)reg. 5(3)(b)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 10 para. 13(1)(ba)reg. 5(3)(c)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 10 para. 13(1)(c)reg. 5(3)(d)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 10 para. 13(2)reg. 5(3)(e)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 10 para. 13(10)reg. 5(3)(f)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 10 para. 23Areg. 5(4)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 10 para. 24(1)(a)reg. 5(5)(a)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 10 para. 24(2)reg. 5(5)(b)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 10 para. 25(1)(c)reg. 5(6)(a)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 10 para. 25(1)(ca)reg. 5(6)(b)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 10 para. 26reg. 5(7)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 10 para. 27reg. 5(8)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 11A para. 16reg. 6(a)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 11A para. 47Sch. 5 para. 31Companies Act 2006Budget Responsibility and National Audit Act 2011Sch. 11A para. 62reg. 6(b)Companies Act 2006The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011Sch. 11A Pt. 2Sch. 6 Pt. 2 para. 5(6)Companies Act 2006The Investment Bank Special Administration Regulations 2011specified amended provision(s)art. 2commencement order for 2008 c. 12 (N.I.)Companies Act 2006The Charities (2008 Act) (Commencement No. 3) Order (Northern Ireland) 2011specified amended provision(s)art. 9commencement order for 2011 asp 7Companies Act 2006The Damages (Scotland) Act 2011 (Commencement, Transitional Provisions and Savings) Order 2011specified provision(s)art. 3commencement order for 2006 c. 46Companies Act 2006The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011Acts. 106(7)(c)Companies Act 2006Housing (Scotland) Act 2010ActSch. 5 para. 3Companies Act 2006Flood and Water Management Act 2010Pt. 5s. 4(1)s. 4(2)(b)Companies Act 2006Co-operative and Community Benefit Societies and Credit Unions Act 2010Pt. 31s. 4(1)s. 4(2)(c)Companies Act 2006Co-operative and Community Benefit Societies and Credit Unions Act 2010s. 141(4)(a)Sch. 1 para. 488Companies Act 2006Corporation Tax Act 2010s. 834(5)Sch. 1 para. 489Companies Act 2006Corporation Tax Act 2010s. 1253D(2)(f)(g)reg. 4(1)Companies Act 2006The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010s. 1253D-1253DEreg. 2Companies Act 2006The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010s. 1253DE(1)(a)reg. 4(2)(a)Companies Act 2006The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010s. 1253DE(1)(c)reg. 4(2)(b)Companies Act 2006The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010s. 1253Ereg. 3Companies Act 2006The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010s. 1253E(8)reg. 4(3)(a)Companies Act 2006The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010s. 1253E(8)(a)reg. 4(3)(b)Companies Act 2006The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010s. 1261(1)reg. 6Companies Act 2006The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010s. 1262reg. 6(5)Companies Act 2006The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010s. 1278(1)(c)Sch. 1 para. 490Companies Act 2006Corporation Tax Act 2010Sch. 2 Pt. 2 Pt. ASch. 1 para. 26Companies Act 2006Pensions Regulator Tribunal (Transfer of Functions) Act (Northern Ireland) 2010Sch. 2 Pt. 2 Pt. A para. 49Sch. 2 para. 142(a)Companies Act 2006The Transfer of Tribunal Functions Order 2010Sch. 2 Pt. 2 Pt. A para. 50Sch. 2 para. 142(b)Companies Act 2006The Transfer of Tribunal Functions Order 2010Sch. 10 para. 16A-16ABreg. 5Companies Act 2006The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010Sch. 10 para. 16A-16ABreg. 8Companies Act 2006The Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010Sch. 11A para. 71Sch. 2 para. 143(a)Companies Act 2006The Transfer of Tribunal Functions Order 2010Sch. 11A para. 73Sch. 1 para. 27Companies Act 2006Pensions Regulator Tribunal (Transfer of Functions) Act (Northern Ireland) 2010Sch. 11A para. 73Sch. 2 para. 143(b)Companies Act 2006The Transfer of Tribunal Functions Order 2010specified amended provision(s)art. 2commencement order for 2008 c. 30Companies Act 2006The Pensions Act 2008 (Commencement No. 5) Order 2010specified amended provision(s)art. 2 3commencement order for 2008 c. 17Companies Act 2006The Housing and Regeneration Act 2008 (Commencement No. 7 and Transitional and Saving Provisions) Order 2010specified amended provision(s)art. 3-5commencement order for 2010 c. 29Companies Act 2006The Flood and Water Management Act 2010 (Commencement No. 1 and Transitional Provisions) Order 2010specified amended provision(s)art. 2commencement order for 2010 c. 4Companies Act 2006The Pensions Regulator Tribunal (Transfer of Functions) (2010 Act) (Commencement) Order (Northern Ireland) 2010The Pensions Regulator Tribunal (Transfer of Functions) (2010 Act) (Commencement) Order (Northern Ireland) 2010 Companies Act 2006Part 1General introductory provisionsCompanies and Companies Acts1Companies2The Companies ActsTypes of company3Limited and unlimited companies4Private and public companies5Companies limited by guarantee and having share capital6Community interest companiesPart 2Company formationGeneral7Method of forming company8Memorandum of associationRequirements for registration9Registration documents10Statement of capital and initial shareholdings11Statement of guarantee12Statement of proposed officers13Statement of complianceRegistration and its effect14Registration15Issue of certificate of incorporation16Effect of registrationPart 3A company's constitutionChapter 1Introductory17A company's constitutionChapter 2Articles of associationGeneral18Articles of association19Power of Secretary of State to prescribe model articles20Default application of model articlesAlteration of articles21Amendment of articles22Entrenched provisions of the articles23Notice to registrar of existence of restriction on amendment of articles24Statement of compliance where amendment of articles restricted25Effect of alteration of articles on company's members26Registrar to be sent copy of amended articles27Registrar's notice to comply in case of failure with respect to amended articlesSupplementary28Existing companies: provisions of memorandum treated as provisions of articlesChapter 3Resolutions and agreements affecting a company's constitution29Resolutions and agreements affecting a company's constitution30Copies of resolutions or agreements to be forwarded to registrarChapter 4Miscellaneous and supplementary provisionsStatement of company's objects31Statement of company's objectsOther provisions with respect to a company's constitution32Constitutional documents to be provided to members33Effect of company's constitution34Notice to registrar where company's constitution altered by enactment35Notice to registrar where company's constitution altered by order36Documents to be incorporated in or accompany copies of articles issued by companySupplementary provisions37Right to participate in profits otherwise than as member void38Application to single member companies of enactments and rules of lawPart 4A company's capacity and related mattersCapacity of company and power of directors to bind it39A company's capacity40Power of directors to bind the company41Constitutional limitations: transactions involving directors or their associates42Constitutional limitations: companies that are charitiesFormalities of doing business under the law of England and Wales or Northern Ireland43Company contracts44Execution of documents45Common seal46Execution of deeds47Execution of deeds or other documents by attorneyFormalities of doing business under the law of Scotland48Execution of documents by companiesOther matters49Official seal for use abroad50Official seal for share certificates etc51Pre-incorporation contracts, deeds and obligations52Bills of exchange and promissory notesPart 5A company's nameChapter 1General requirementsProhibited names53Prohibited namesSensitive words and expressions54Names suggesting connection with government or public authority55Other sensitive words or expressions56Duty to seek comments of government department or other specified bodyPermitted characters etc57Permitted characters etcChapter 2Indications of company type or legal formRequired indications for limited companies58Public limited companies59Private limited companies60Exemption from requirement as to use of “limited”61Continuation of existing exemption: companies limited by shares62Continuation of existing exemption: companies limited by guarantee63Exempt company: restriction on amendment of articles64Power to direct change of name in case of company ceasing to be entitled to exemptionInappropriate use of indications of company type or legal form65Inappropriate use of indications of company type or legal formChapter 3Similarity to other namesSimilarity to other name on registrar's index66Name not to be the same as another in the index67Power to direct change of name in case of similarity to existing name68Direction to change name: supplementary provisionsSimilarity to other name in which person has goodwill69Objection to company's registered name70Company names adjudicators71Procedural rules72Decision of adjudicator to be made available to public73Order requiring name to be changed74Appeal from adjudicator's decisionChapter 4Other powers of the Secretary of State75Provision of misleading information etc76Misleading indication of activitiesChapter 5Change of name77Change of name78Change of name by special resolution79Change of name by means provided for in company's articles80Change of name: registration and issue of new certificate of incorporation81Change of name: effectChapter 6Trading disclosures82Requirement to disclose company name etc83Civil consequences of failure to make required disclosure84Criminal consequences of failure to make required disclosures85Minor variations in form of name to be left out of accountPart 6A company's registered officeGeneral86A company's registered office87Change of address of registered officeWelsh companies88Welsh companiesPart 7Re-registration as a means of altering a company's statusIntroductory89Alteration of status by re-registrationPrivate company becoming public90Re-registration of private company as public91Requirements as to share capital92Requirements as to net assets93Recent allotment of shares for non-cash consideration94Application and accompanying documents95Statement of proposed secretary96Issue of certificate of incorporation on re-registrationPublic company becoming private97Re-registration of public company as private limited company98Application to court to cancel resolution99Notice to registrar of court application or order100Application and accompanying documents101Issue of certificate of incorporation on re-registrationPrivate limited company becoming unlimited102Re-registration of private limited company as unlimited103Application and accompanying documents104Issue of certificate of incorporation on re-registrationUnlimited private company becoming limited105Re-registration of unlimited company as limited106Application and accompanying documents107Issue of certificate of incorporation on re-registration108Statement of capital required where company already has share capitalPublic company becoming private and unlimited109Re-registration of public company as private and unlimited110Application and accompanying documents111Issue of certificate of incorporation on re-registrationPart 8A company's membersChapter 1The members of a company112The members of a companyChapter 2Register of membersGeneral113Register of members114Register to be kept available for inspection115Index of members116Rights to inspect and require copies117Register of members: response to request for inspection or copy118Register of members: refusal of inspection or default in providing copy119Register of members: offences in connection with request for or disclosure of information120Information as to state of register and index121Removal of entries relating to former membersSpecial cases122Share warrants123Single member companies124Company holding its own shares as treasury sharesSupplementary125Power of court to rectify register126Trusts not to be entered on register127Register to be evidence128Time limit for claims arising from entry in registerChapter 3Overseas branch registers129Overseas branch registers130Notice of opening of overseas branch register131Keeping of overseas branch register132Register or duplicate to be kept available for inspection in UK133Transactions in shares registered in overseas branch register134Jurisdiction of local courts135Discontinuance of overseas branch registerChapter 4Prohibition on subsidiary being member of its holding companyGeneral prohibition136Prohibition on subsidiary being a member of its holding company137Shares acquired before prohibition became applicableSubsidiary acting as personal representative or trustee138Subsidiary acting as personal representative or trustee139Interests to be disregarded: residual interest under pension scheme or employees' share scheme140Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share schemeSubsidiary acting as dealer in securities141Subsidiary acting as authorised dealer in securities142Protection of third parties in other cases where subsidiary acting as dealer in securitiesSupplementary143Application of provisions to companies not limited by shares144Application of provisions to nomineesPart 9Exercise of members' rightsEffect of provisions in company's articles145Effect of provisions of articles as to enjoyment or exercise of members' rightsInformation rights146Traded companies: nomination of persons to enjoy information rights147Information rights: form in which copies to be provided148Termination or suspension of nomination149Information as to possible rights in relation to voting150Information rights: status of rights151Information rights: power to amendExercise of rights where shares held on behalf of others152Exercise of rights where shares held on behalf of others: exercise in different ways153Exercise of rights where shares held on behalf of others: members' requestsPart 10A company's directorsChapter 1Appointment and removal of directorsRequirement to have directors154Companies required to have directors155Companies required to have at least one director who is a natural person156Direction requiring company to make appointmentAppointment157Minimum age for appointment as director158Power to provide for exceptions from minimum age requirement159Existing under-age directors160Appointment of directors of public company to be voted on individually161Validity of acts of directorsRegister of directors, etc162Register of directors163Particulars of directors to be registered: individuals164Particulars of directors to be registered: corporate directors and firms165Register of directors' residential addresses166Particulars of directors to be registered: power to make regulations167Duty to notify registrar of changesRemoval168Resolution to remove director169Director's right to protest against removalChapter 2General duties of directorsIntroductory170Scope and nature of general dutiesThe general duties171Duty to act within powers172Duty to promote the success of the company173Duty to exercise independent judgment174Duty to exercise reasonable care, skill and diligence175Duty to avoid conflicts of interest176Duty not to accept benefits from third parties177Duty to declare interest in proposed transaction or arrangementSupplementary provisions178Civil consequences of breach of general duties179Cases within more than one of the general duties180Consent, approval or authorisation by members181Modification of provisions in relation to charitable companiesChapter 3Declaration of interest in existing transaction or arrangement182Declaration of interest in existing transaction or arrangement183Offence of failure to declare interest184Declaration made by notice in writing185General notice treated as sufficient declaration186Declaration of interest in case of company with sole director187Declaration of interest in existing transaction by shadow directorChapter 4Transactions with directors requiring approval of membersService contracts188Directors' long-term service contracts: requirement of members' approval189Directors' long-term service contracts: civil consequences of contraventionSubstantial property transactions190Substantial property transactions: requirement of members' approval191Meaning of “substantial”192Exception for transactions with members or other group companies193Exception in case of company in winding up or administration194Exception for transactions on recognised investment exchange195Property transactions: civil consequences of contravention196Property transactions: effect of subsequent affirmationLoans, quasi-loans and credit transactions197Loans to directors: requirement of members' approval198Quasi-loans to directors: requirement of members' approval199Meaning of “quasi-loan” and related expressions200Loans or quasi-loans to persons connected with directors: requirement of members' approval201Credit transactions: requirement of members' approval202Meaning of “credit transaction”203Related arrangements: requirement of members' approval204Exception for expenditure on company business205Exception for expenditure on defending proceedings etc206Exception for expenditure in connection with regulatory action or investigation207Exceptions for minor and business transactions208Exceptions for intra-group transactions209Exceptions for money-lending companies210Other relevant transactions or arrangements211The value of transactions and arrangements212The person for whom a transaction or arrangement is entered into213Loans etc: civil consequences of contravention214Loans etc: effect of subsequent affirmationPayments for loss of office215Payments for loss of office216Amounts taken to be payments for loss of office217Payment by company: requirement of members' approval218Payment in connection with transfer of undertaking etc: requirement of members' approval219Payment in connection with share transfer: requirement of members' approval220Exception for payments in discharge of legal obligations etc221Exception for small payments222Payments made without approval: civil consequencesSupplementary223Transactions requiring members' approval: application of provisions to shadow directors224Approval by written resolution: accidental failure to send memorandum225Cases where approval is required under more than one provision226Requirement of consent of Charity Commission: companies that are charitiesChapter 5Directors' service contracts227Directors' service contracts228Copy of contract or memorandum of terms to be available for inspection229Right of member to inspect and request copy230Directors' service contracts: application of provisions to shadow directorsChapter 6Contracts with sole members who are directors231Contract with sole member who is also a directorChapter 7Directors' liabilitiesProvision protecting directors from liability232Provisions protecting directors from liability233Provision of insurance234Qualifying third party indemnity provision235Qualifying pension scheme indemnity provision236Qualifying indemnity provision to be disclosed in directors' report237Copy of qualifying indemnity provision to be available for inspection238Right of member to inspect and request copyRatification of acts giving rise to liability239Ratification of acts of directorsChapter 8Directors' residential addresses: protection from disclosure240Protected information241Protected information: restriction on use or disclosure by company242Protected information: restriction on use or disclosure by registrar243Permitted use or disclosure by the registrar244Disclosure under court order245Circumstances in which registrar may put address on the public record246Putting the address on the public recordChapter 9Supplementary provisionsProvision for employees on cessation or transfer of business247Power to make provision for employees on cessation or transfer of businessRecords of meetings of directors248Minutes of directors' meetings249Minutes as evidenceMeaning of “director” and “shadow director”250“Director”251“Shadow director”Other definitions252Persons connected with a director253Members of a director's family254Director “connected with” a body corporate255Director “controlling” a body corporate256Associated bodies corporate257References to company's constitutionGeneral258Power to increase financial limits259Transactions under foreign lawPart 11Derivative claims and proceedings by membersChapter 1Derivative claims in England and Wales or Northern Ireland260Derivative claims261Application for permission to continue derivative claim262Application for permission to continue claim as a derivative claim263Whether permission to be given264Application for permission to continue derivative claim brought by another memberChapter 2Derivative proceedings in Scotland265Derivative proceedings266Requirement for leave and notice267Application to continue proceedings as derivative proceedings268Granting of leave269Application by member to be substituted for member pursuing derivative proceedingsPart 12Company secretariesPrivate companies270Private company not required to have secretaryPublic companies271Public company required to have secretary272Direction requiring public company to appoint secretary273Qualifications of secretaries of public companiesProvisions applying to private companies with a secretary and to public companies274Discharge of functions where office vacant or secretary unable to act275Duty to keep register of secretaries276Duty to notify registrar of changes277Particulars of secretaries to be registered: individuals278Particulars of secretaries to be registered: corporate secretaries and firms279Particulars of secretaries to be registered: power to make regulations280Acts done by person in dual capacityPart 13Resolutions and meetingsChapter 1General provisions about resolutions281Resolutions282Ordinary resolutions283Special resolutions284Votes: general rules285Voting by proxy285AVoting rights on poll or written resolution286Votes of joint holders of shares287Saving for provisions of articles as to determination of entitlement to voteChapter 2Written resolutionsGeneral provisions about written resolutions288Written resolutions of private companies289Eligible membersCirculation of written resolutions290Circulation date291Circulation of written resolutions proposed by directors292Members' power to require circulation of written resolution293Circulation of written resolution proposed by members294Expenses of circulation295Application not to circulate members' statementAgreeing to written resolutions296Procedure for signifying agreement to written resolution297Period for agreeing to written resolutionSupplementary298Sending documents relating to written resolutions by electronic means299Publication of written resolution on website300Relationship between this Chapter and provisions of company's articlesChapter 3Resolutions at meetingsGeneral provisions about resolutions at meetings301Resolutions at general meetingsCalling meetings302Directors' power to call general meetings303Members' power to require directors to call general meeting304Directors' duty to call meetings required by members305Power of members to call meeting at company's expense306Power of court to order meetingNotice of meetings307Notice required of general meeting307ANotice required of general meeting: certain meetings of traded companies308Manner in which notice to be given309Publication of notice of meeting on website310Persons entitled to receive notice of meetings311Contents of notices of meetings311ATraded companies: publication of information in advance of general meeting312Resolution requiring special notice313Accidental failure to give notice of resolution or meetingMembers' statements314Members' power to require circulation of statements315Company's duty to circulate members' statement316Expenses of circulating members' statement317Application not to circulate members' statementProcedure at meetings318Quorum at meetings319Chairman of meeting319ATraded companies: questions at meetings320Declaration by chairman on a show of hands321Right to demand a poll322Voting on a poll322AVoting on a poll: votes cast in advance323Representation of corporations at meetingsProxies324Rights to appoint proxies324AObligation of proxy to vote in accordance with instructions325Notice of meeting to contain statement of rights326Company-sponsored invitations to appoint proxies327Notice required of appointment of proxy etc328Chairing meetings329Right of proxy to demand a poll330Notice required of termination of proxy's authority331Saving for more extensive rights conferred by articlesAdjourned meetings332Resolution passed at adjourned meetingElectronic communications333Sending documents relating to meetings etc in electronic form333ATraded company: duty to provide electronic address for receipt of proxies etcApplication to class meetings334Application to class meetings335Application to class meetings: companies without a share capitalChapter 4Public companies and traded companies: additional requirements for AGMs336Public companies and traded companies: annual general meeting337Public companies and traded companies: notice of AGM338Public companies: members' power to require circulation of resolutions for AGMs338ATraded companies: members' power to include other matters in business dealt with at AGM339Public companies: company's duty to circulate members' resolutions for AGMs340Public companies: expenses of circulating members' resolutions for AGM340ATraded companies: duty to circulate members' matters for AGM340BTraded companies: expenses of circulating members' matters to be dealt with at AGMChapter 5Additional requirements for quoted companies AND TRADED COMPANIESWebsite publication of poll results341Results of poll to be made available on websiteIndependent report on poll342Members' power to require independent report on poll343Appointment of independent assessor344Independence requirement345Meaning of “associate”346Effect of appointment of a partnership347The independent assessor's report348Rights of independent assessor: right to attend meeting etc349Rights of independent assessor: right to information350Offences relating to provision of information351Information to be made available on websiteSupplementary352Application of provisions to class meetings353Requirements as to website availability354Power to limit or extend the types of company to which provisions of this Chapter applyChapter 6Records of resolutions and meetings355Records of resolutions and meetings etc356Records as evidence of resolutions etc357Records of decisions by sole member358Inspection of records of resolutions and meetings359Records of resolutions and meetings of class of membersChapter 7Supplementary provisions360Computation of periods of notice etc: clear day rule360AElectronic meetings and voting360BTraded companies: requirements for participating in and voting at general meetings360CMeaning of “traded company”361Meaning of “quoted company”Part 14Control of political donations and expenditureIntroductory362IntroductoryDonations and expenditure to which this Part applies363Political parties, organisations etc to which this Part applies364Meaning of “political donation”365Meaning of “political expenditure”Authorisation required for donations or expenditure366Authorisation required for donations or expenditure367Form of authorising resolution368Period for which resolution has effectRemedies in case of unauthorised donations or expenditure369Liability of directors in case of unauthorised donation or expenditure370Enforcement of directors' liabilities by shareholder action371Enforcement of directors' liabilities by shareholder action: supplementary372Costs of shareholder action373Information for purposes of shareholder actionExemptions374Trade unions375Subscription for membership of trade association376All-party parliamentary groups377Political expenditure exempted by order378Donations not amounting to more than £5,000 in any twelve month periodSupplementary provisions379Minor definitionsPart 15Accounts and reportsChapter 1IntroductionGeneral380Scheme of this PartCompanies subject to the small companies regime381Companies subject to the small companies regime382Companies qualifying as small: general383Companies qualifying as small: parent companies384Companies excluded from the small companies regimeQuoted and unquoted companies385Quoted and unquoted companiesChapter 2Accounting records386Duty to keep accounting records387Duty to keep accounting records: offence388Where and for how long records to be kept389Where and for how long records to be kept: offencesChapter 3A company's financial year390A company's financial year391Accounting reference periods and accounting reference date392Alteration of accounting reference dateChapter 4Annual accountsGeneral393Accounts to give true and fair viewIndividual accounts394Duty to prepare individual accounts395Individual accounts: applicable accounting framework396Companies Act individual accounts397IAS individual accountsGroup accounts: small companies398Option to prepare group accountsGroup accounts: other companies399Duty to prepare group accounts400Exemption for company included in EEA group accounts of larger group401Exemption for company included in non-EEA group accounts of larger group402Exemption if no subsidiary undertakings need be included in the consolidationGroup accounts: general403Group accounts: applicable accounting framework404Companies Act group accounts405Companies Act group accounts: subsidiary undertakings included in the consolidation406IAS group accounts407Consistency of financial reporting within group408Individual profit and loss account where group accounts preparedInformation to be given in notes to the accounts409Information about related undertakings410Information about related undertakings: alternative compliance410AInformation about off-balance sheet arrangements411Information about employee numbers and costs412Information about directors' benefits: remuneration413Information about directors' benefits: advances, credit and guaranteesApproval and signing of accounts414Approval and signing of accountsChapter 5Directors' reportDirectors' report415Duty to prepare directors' report415ADirectors' report: small companies exemption416Contents of directors' report: general417Contents of directors' report: business review418Contents of directors' report: statement as to disclosure to auditors419Approval and signing of directors' report419AApproval and signing of separate corporate governance statementChapter 6Quoted companies: directors' remuneration report420Duty to prepare directors' remuneration report421Contents of directors' remuneration report422Approval and signing of directors' remuneration reportChapter 7Publication of accounts and reportsDuty to circulate copies of accounts and reports423Duty to circulate copies of annual accounts and reports424Time allowed for sending out copies of accounts and reports425Default in sending out copies of accounts and reports: offencesOption to provide summary financial statement426Option to provide summary financial statement427Form and contents of summary financial statement: unquoted companies428Form and contents of summary financial statement: quoted companies429Summary financial statements: offencesQuoted companies: requirements as to website publication430Quoted companies: annual accounts and reports to be made available on websiteRight of member or debenture holder to demand copies of accounts and reports431Right of member or debenture holder to copies of accounts and reports: unquoted companies432Right of member or debenture holder to copies of accounts and reports: quoted companiesRequirements in connection with publication of accounts and reports433Name of signatory to be stated in published copies of accounts and reports434Requirements in connection with publication of statutory accounts435Requirements in connection with publication of non-statutory accounts436Meaning of “publication” in relation to accounts and reportsChapter 8Public companies: laying of accounts and reports before general meeting437Public companies: laying of accounts and reports before general meeting438Public companies: offence of failure to lay accounts and reportsChapter 9Quoted companies: members' approval of directors' remuneration report439Quoted companies: members' approval of directors' remuneration report440Quoted companies: offences in connection with procedure for approvalChapter 10Filing of accounts and reportsDuty to file accounts and reports441Duty to file accounts and reports with the registrar442Period allowed for filing accounts443Calculation of period allowedFiling obligations of different descriptions of company444Filing obligations of companies subject to small companies regim445Filing obligations of medium-sized companies446Filing obligations of unquoted companies447Filing obligations of quoted companies448Unlimited companies exempt from obligation to file accountsRequirements where abbreviated accounts delivered449Special auditor's report where abbreviated accounts delivered450Approval and signing of abbreviated accountsFailure to file accounts and reports451Default in filing accounts and reports: offences452Default in filing accounts and reports: court order453Civil penalty for failure to file accounts and reportsChapter 11Revision of defective accounts and reportsVoluntary revision454Voluntary revision of accounts etcSecretary of State's notice455Secretary of State's notice in respect of accounts or reportsApplication to court456Application to court in respect of defective accounts or reports457Other persons authorised to apply to the court458Disclosure of information by tax authoritiesPower of authorised person to require documents etc459Power of authorised person to require documents, information and explanations460Restrictions on disclosure of information obtained under compulsory powers461Permitted disclosure of information obtained under compulsory powers462Power to amend categories of permitted disclosureChapter 12Supplementary provisionsLiability for false or misleading statements in reports463Liability for false or misleading statements in reportsAccounting and reporting standards464Accounting standardsCompanies qualifying as medium-sized465Companies qualifying as medium-sized: general466Companies qualifying as medium-sized: parent companies467Companies excluded from being treated as medium-sizedGeneral power to make further provision about accounts and reports468General power to make further provision about accounts and reportsOther supplementary provisions469Preparation and filing of accounts in euros470Power to apply provisions to banking partnerships471Meaning of “annual accounts” and related expressions472Notes to the accounts472AMeaning of “corporate governance statement” etc473Parliamentary procedure for certain regulations under this Part474Minor definitionsPart 16AuditChapter 1Requirement for audited accountsRequirement for audited accounts475Requirement for audited accounts476Right of members to require auditExemption from audit: small companies477Small companies: conditions for exemption from audit478Companies excluded from small companies exemption479Availability of small companies exemption in case of group companyExemption from audit: dormant companies480Dormant companies: conditions for exemption from audit481Companies excluded from dormant companies exemptionCompanies subject to public sector audit482Non-profit-making companies subject to public sector audit483Scottish public sector companies: audit by Auditor General for ScotlandGeneral power of amendment by regulations484General power of amendment by regulationsChapter 2Appointment of auditorsPrivate companies485Appointment of auditors of private company: general486Appointment of auditors of private company: default power of Secretary of State487Term of office of auditors of private company488Prevention by members of deemed re-appointment of auditorPublic companies489Appointment of auditors of public company: general490Appointment of auditors of public company: default power of Secretary of State491Term of office of auditors of public companyGeneral provisions492Fixing of auditor's remuneration493Disclosure of terms of audit appointment494Disclosure of services provided by auditor or associates and related remunerationChapter 3Functions of auditorAuditor's report495Auditor's report on company's annual accounts496Auditor's report on directors' report497Auditor's report on auditable part of directors' remuneration report497AAuditor's report on separate corporate governance statementDuties and rights of auditors498Duties of auditor498AAuditor's duties in relation to separate corporate governance statement499Auditor's general right to information500Auditor's right to information from overseas subsidiaries501Auditor's rights to information: offences502Auditor's rights in relation to resolutions and meetingsSignature of auditor's report503Signature of auditor's report504Senior statutory auditor505Names to be stated in published copies of auditor's report506Circumstances in which names may be omittedOffences in connection with auditor's report507Offences in connection with auditor's report508Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland509Guidance for regulatory authorities: ScotlandChapter 4Removal, resignation, etc of auditorsRemoval of auditor510Resolution removing auditor from office511Special notice required for resolution removing auditor from office512Notice to registrar of resolution removing auditor from office513Rights of auditor who has been removed from officeFailure to re-appoint auditor514Failure to re-appoint auditor: special procedure required for written resolution515Failure to re-appoint auditor: special notice required for resolution at general meetingResignation of auditor516Resignation of auditor517Notice to registrar of resignation of auditor518Rights of resigning auditorStatement by auditor on ceasing to hold office519Statement by auditor to be deposited with company520Company's duties in relation to statement521Copy of statement to be sent to registrar522Duty of auditor to notify appropriate audit authority523Duty of company to notify appropriate audit authority524Information to be given to accounting authorities525Meaning of “appropriate audit authority” and “major audit”Supplementary526Effect of casual vacanciesChapter 5Quoted companies: right of members to raise audit concerns at accounts meeting527Members' power to require website publication of audit concerns528Requirements as to website availability529Website publication: company's supplementary duties530Website publication: offences531Meaning of “quoted company”Chapter 6Auditors' liabilityVoidness of provisions protecting auditors from liability532Voidness of provisions protecting auditors from liabilityIndemnity for costs of defending proceedings533Indemnity for costs of successfully defending proceedingsLiability limitation agreements534Liability limitation agreements535Terms of liability limitation agreement536Authorisation of agreement by members of the company537Effect of liability limitation agreement538Disclosure of agreement by company538AMeaning of “corporate governance statement” etcChapter 7Supplementary provisions539Minor definitionsPart 17A company's share capitalChapter 1Shares and share capital of a companyShares540Shares541Nature of shares542Nominal value of shares543Numbering of shares544Transferability of shares545Companies having a share capital546Issued and allotted share capitalShare capital547Called-up share capital548Equity share capitalChapter 2Allotment of shares: general provisionsPower of directors to allot shares549Exercise by directors of power to allot shares etc550Power of directors to allot shares etc: private company with only one class of shares551Power of directors to allot shares etc: authorisation by companyProhibition of commissions, discounts and allowances552General prohibition of commissions, discounts and allowances553Permitted commissionRegistration of allotment554Registration of allotmentReturn of allotment555Return of allotment by limited company556Return of allotment by unlimited company allotting new class of shares557Offence of failure to make returnSupplementary provisions558When shares are allotted559Provisions about allotment not applicable to shares taken on formationChapter 3Allotment of equity securities: existing shareholders' right of pre-emptionIntroductory560Meaning of “equity securities” and related expressionsExisting shareholders' right of pre-emption561Existing shareholders' right of pre-emption562Communication of pre-emption offers to shareholders563Liability of company and officers in case of contraventionExceptions to right of pre-emption564Exception to pre-emption right: bonus shares565Exception to pre-emption right: issue for non-cash consideration566Exceptions to pre-emption right: employees' share schemesExclusion of right of pre-emption567Exclusion of requirements by private companies568Exclusion of pre-emption right: articles conferring corresponding rightDisapplication of pre-emption rights569Disapplication of pre-emption rights: private company with only one class of shares570Disapplication of pre-emption rights: directors acting under general authorisation571Disapplication of pre-emption rights by special resolution572Liability for false statement in directors' statement573Disapplication of pre-emption rights: sale of treasury sharesSupplementary574References to holder of shares in relation to offer575Saving for other restrictions on offer or allotment576Saving for certain older pre-emption requirements577Provisions about pre-emption not applicable to shares taken on formationChapter 4Public companies: allotment where issue not fully subscribed578Public companies: allotment where issue not fully subscribed579Public companies: effect of irregular allotment where issue not fully subscribedChapter 5Payment for sharesGeneral rules580Shares not to be allotted at a discount581Provision for different amounts to be paid on shares582General rule as to means of payment583Meaning of payment in cashAdditional rules for public companies584Public companies: shares taken by subscribers of memorandum585Public companies: must not accept undertaking to do work or perform services586Public companies: shares must be at least one-quarter paid up587Public companies: payment by long-term undertakingSupplementary provisions588Liability of subsequent holders of shares589Power of court to grant relief590Penalty for contravention of this Chapter591Enforceability of undertakings to do work etc592The appropriate rate of interestChapter 6Public companies: independent valuation of non-cash considerationNon-cash consideration for shares593Public company: valuation of non-cash consideration for shares594Exception to valuation requirement: arrangement with another company595Exception to valuation requirement: merger596Non-cash consideration for shares: requirements as to valuation and report597Copy of report to be delivered to registrarTransfer of non-cash asset in initial period598Public company: agreement for transfer of non-cash asset in initial period599Agreement for transfer of non-cash asset: requirement of independent valuation600Agreement for transfer of non-cash asset: requirements as to valuation and report601Agreement for transfer of non-cash asset: requirement of approval by members602Copy of resolution to be delivered to registrar603Adaptation of provisions in relation to company re-registering as public604Agreement for transfer of non-cash asset: effect of contraventionSupplementary provisions605Liability of subsequent holders of shares606Power of court to grant relief607Penalty for contravention of this Chapter608Enforceability of undertakings to do work etc609The appropriate rate of interestChapter 7Share premiumsThe share premium account610Application of share premiumsRelief from requirements as to share premiums611Group reconstruction relief612Merger relief613Merger relief: meaning of 90% equity holding614Power to make further provision by regulations615Relief may be reflected in company's balance sheetSupplementary provisions616Interpretation of this ChapterChapter 8Alteration of share capitalHow share capital may be altered617Alteration of share capital of limited companySubdivision or consolidation of shares618Sub-division or consolidation of shares619Notice to registrar of sub-division or consolidationReconversion of stock into shares620Reconversion of stock into shares621Notice to registrar of reconversion of stock into sharesRedenomination of share capital622Redenomination of share capital623Calculation of new nominal values624Effect of redenomination625Notice to registrar of redenomination626Reduction of capital in connection with redenomination627Notice to registrar of reduction of capital in connection with redenomination628Redenomination reserveChapter 9Classes of share and class rightsIntroductory629Classes of sharesVariation of class rights630Variation of class rights: companies having a share capital631Variation of class rights: companies without a share capital632Variation of class rights: saving for court's powers under other provisions633Right to object to variation: companies having a share capital634Right to object to variation: companies without a share capital635Copy of court order to be forwarded to the registrarMatters to be notified to the registrar636Notice of name or other designation of class of shares637Notice of particulars of variation of rights attached to shares638Notice of new class of members639Notice of name or other designation of class of members640Notice of particulars of variation of class rightsChapter 10Reduction of share capitalIntroductory641Circumstances in which a company may reduce its share capitalPrivate companies: reduction of capital supported by solvency statement642Reduction of capital supported by solvency statement643Solvency statement644Registration of resolution and supporting documentsReduction of capital confirmed by the court645Application to court for order of confirmation646Creditors entitled to object to reduction647Offences in connection with list of creditors648Court order confirming reduction649Registration of order and statement of capitalPublic company reducing capital below authorised minimum650Public company reducing capital below authorised minimum651Expedited procedure for re-registration as a private companyEffect of reduction of capital652Liability of members following reduction of capital653Liability to creditor in case of omission from list of creditorsChapter 11Miscellaneous and supplementary provisions654Treatment of reserve arising from reduction of capital655Shares no bar to damages against company656Public companies: duty of directors to call meeting on serious loss of capital657General power to make further provision by regulationsPart 18Acquisition by limited company of its own sharesChapter 1General provisionsIntroductory658General rule against limited company acquiring its own shares659Exceptions to general ruleShares held by company's nominee660Treatment of shares held by nominee661Liability of others where nominee fails to make payment in respect of sharesShares held by or for public company662Duty to cancel shares in public company held by or for the company663Notice of cancellation of shares664Re-registration as private company in consequence of cancellation665Issue of certificate of incorporation on re-registration666Effect of failure to re-register667Offence in case of failure to cancel shares or re-register668Application of provisions to company re-registering as public company669Transfer to reserve on acquisition of shares by public company or nomineeCharges of public company on own shares670Public companies: general rule against lien or charge on own sharesSupplementary provisions671Interests to be disregarded in determining whether company has beneficial interest672Residual interest under pension scheme or employees' share scheme673Employer's charges and other rights of recovery674Rights as personal representative or trustee675Meaning of “pension scheme”676Application of provisions to directorsChapter 2Financial assistance for purchase of own sharesIntroductory677Meaning of “financial assistance”Circumstances in which financial assistance prohibited678Assistance for acquisition of shares in public company679Assistance by public company for acquisition of shares in its private holding company680Prohibited financial assistance an offenceExceptions from prohibition681Unconditional exceptions682Conditional exceptionsSupplementary683Definitions for this ChapterChapter 3Redeemable shares684Power of limited company to issue redeemable shares685Terms and manner of redemption686Payment for redeemable shares687Financing of redemption688Redeemed shares treated as cancelled689Notice to registrar of redemptionChapter 4Purchase of own sharesGeneral provisions690Power of limited company to purchase own shares691Payment for purchase of own shares692Financing of purchase of own sharesAuthority for purchase of own shares693Authority for purchase of own sharesAuthority for off-market purchase694Authority for off-market purchase695Resolution authorising off-market purchase: exercise of voting rights696Resolution authorising off-market purchase: disclosure of details of contract697Variation of contract for off-market purchase698Resolution authorising variation: exercise of voting rights699Resolution authorising variation: disclosure of details of variation700Release of company's rights under contract for off-market purchaseAuthority for market purchase701Authority for market purchaseSupplementary provisions702Copy of contract or memorandum to be available for inspection703Enforcement of right to inspect copy or memorandum704No assignment of company's right to purchase own shares705Payments apart from purchase price to be made out of distributable profits706Treatment of shares purchased707Return to registrar of purchase of own shares708Notice to registrar of cancellation of sharesChapter 5Redemption or purchase by private company out of capitalIntroductory709Power of private limited company to redeem or purchase own shares out of capitalThe permissible capital payment710The permissible capital payment711Available profits712Determination of available profitsRequirements for payment out of capital713Requirements for payment out of capital714Directors' statement and auditor's report715Directors' statement: offence if no reasonable grounds for opinion716Payment to be approved by special resolution717Resolution authorising payment: exercise of voting rights718Resolution authorising payment: disclosure of directors' statement and auditor's report719Public notice of proposed payment720Directors' statement and auditor's report to be available for inspectionObjection to payment by members or creditors721Application to court to cancel resolution722Notice to registrar of court application or orderSupplementary provisions723When payment out of capital to be madeChapter 6Treasury shares724Treasury shares725Treasury shares: maximum holdings726Treasury shares: exercise of rights727Treasury shares: disposal728Treasury shares: notice of disposal729Treasury shares: cancellation730Treasury shares: notice of cancellation731Treasury shares: treatment of proceeds of sale732Treasury shares: offencesChapter 7Supplementary provisions733The capital redemption reserve734Accounting consequences of payment out of capital735Effect of company's failure to redeem or purchase736Meaning of “distributable profits”737General power to make further provision by regulationsPart 19DebenturesGeneral provisions738Meaning of “debenture”739Perpetual debentures740Enforcement of contract to subscribe for debentures741Registration of allotment of debentures742Debentures to bearer (Scotland)Register of debenture holders743Register of debenture holders744Register of debenture holders: right to inspect and require copy745Register of debenture holders: response to request for inspection or copy746Register of debenture holders: refusal of inspection or default in providing copy747Register of debenture holders: offences in connection with request for or disclosure of information748Time limit for claims arising from entry in registerSupplementary provisions749Right of debenture holder to copy of deed750Liability of trustees of debentures751Liability of trustees of debentures: saving for certain older provisions752Power to re-issue redeemed debentures753Deposit of debentures to secure advances754Priorities where debentures secured by floating chargePart 20Private and public companiesChapter 1Prohibition of public offers by private companies755Prohibition of public offers by private company756Meaning of “offer to the public”757Enforcement of prohibition: order restraining proposed contravention758Enforcement of prohibition: orders available to the court after contravention759Enforcement of prohibition: remedial order760Validity of allotment etc not affectedChapter 2Minimum share capital requirement for public companies761Public company: requirement as to minimum share capital762Procedure for obtaining certificate763The authorised minimum764Power to alter authorised minimum765Authorised minimum: application of initial requirement766Authorised minimum: application where shares denominated in different currencies etc767Consequences of doing business etc without a trading certificatePart 21Certification and transfer of securitiesChapter 1Certification and transfer of securities: generalShare certificates768Share certificate to be evidence of titleIssue of certificates etc on allotment769Duty of company as to issue of certificates etc on allotmentTransfer of securities770Registration of transfer771Procedure on transfer being lodged772Transfer of shares on application of transferor773Execution of share transfer by personal representative774Evidence of grant of probate etc775Certification of instrument of transferIssue of certificates etc on transfer776Duty of company as to issue of certificates etc on transfer777Issue of certificates etc: cases within the Stock Transfer Act 1982Issue of certificates etc on allotment or transfer to financial institution778Issue of certificates etc: allotment or transfer to financial institutionShare warrants779Issue and effect of share warrant to bearer780Duty of company as to issue of certificates on surrender of share warrant781Offences in connection with share warrants (Scotland)Supplementary provisions782Issue of certificates etc: court order to make good defaultChapter 2Evidencing and transfer of title to securities without written instrumentIntroductory783Scope of this Chapter784Power to make regulationsPowers exercisable785Provision enabling procedures for evidencing and transferring title786Provision enabling or requiring arrangements to be adopted787Provision enabling or requiring arrangements to be adopted: order-making powersSupplementary788Provision that may be included in regulations789Duty to consult790Resolutions to be forwarded to registrarPart 22Information about interests in a company's sharesIntroductory791Companies to which this Part applies792Shares to which this Part appliesNotice requiring information about interests in shares793Notice by company requiring information about interests in its shares794Notice requiring information: order imposing restrictions on shares795Notice requiring information: offences796Notice requiring information: persons exempted from obligation to complyOrders imposing restrictions on shares797Consequences of order imposing restrictions798Penalty for attempted evasion of restrictions799Relaxation of restrictions800Removal of restrictions801Order for sale of shares802Application of proceeds of sale under court orderPower of members to require company to act803Power of members to require company to act804Duty of company to comply with requirement805Report to members on outcome of investigation806Report to members: offences807Right to inspect and request copy of reportsRegister of interests disclosed808Register of interests disclosed809Register to be kept available for inspection810Associated index811Rights to inspect and require copy of entries812Court supervision of purpose for which rights may be exercised813Register of interests disclosed: refusal of inspection or default in providing copy814Register of interests disclosed: offences in connection with request for or disclosure of information815Entries not to be removed from register816Removal of entries from register: old entries817Removal of entries from register: incorrect entry relating to third party818Adjustment of entry relating to share acquisition agreement819Duty of company ceasing to be public companyMeaning of interest in shares820Interest in shares: general821Interest in shares: right to subscribe for shares822Interest in shares: family interests823Interest in shares: corporate interests824Interest in shares: agreement to acquire interests in a particular company825Extent of obligation in case of share acquisition agreementOther supplementary provisions826Information protected from wider disclosure827Reckoning of periods for fulfilling obligations828Power to make further provision by regulationsPart 23DistributionsChapter 1Restrictions on when distributions may be madeIntroductory829Meaning of “distribution”General rules830Distributions to be made only out of profits available for the purpose831Net asset restriction on distributions by public companiesDistributions by investment companies832Distributions by investment companies out of accumulated revenue profits833Meaning of “investment company”834Investment company: condition as to holdings in other companies835Power to extend provisions relating to investment companiesChapter 2Justification of distribution by reference to accountsJustification of distribution by reference to accounts836Justification of distribution by reference to relevant accountsRequirements applicable in relation to relevant accounts837Requirements where last annual accounts used838Requirements where interim accounts used839Requirements where initial accounts usedApplication of provisions to successive distributions etc840Successive distributions etc by reference to the same accountsChapter 3Supplementary provisionsAccounting matters841Realised losses and profits and revaluation of fixed assets842Determination of profit or loss in respect of asset where records incomplete843Realised profits and losses of long-term insurance business844Treatment of development costsDistributions in kind845Distributions in kind: determination of amount846Distributions in kind: treatment of unrealised profitsConsequences of unlawful distribution847Consequences of unlawful distributionOther matters848Saving for certain older provisions in articles849Restriction on application of unrealised profits850Treatment of certain older profits or losses851Application of rules of law restricting distributions852Saving for other restrictions on distributions853Minor definitionsPart 24A company's annual return854Duty to deliver annual returns855Contents of annual return: general855ARequired particulars of directors and secretaries856Contents of annual return: information about share capital ...856AContents of annual return: information about shareholders: non-traded companies856BContents of annual return: information about shareholders: traded companies857Contents of annual return: power to make further provision by regulations858Failure to deliver annual return859Application of provisions to shadow directorsPart 25Company chargesChapter 1Companies registered in England and Wales or in Northern IrelandRequirement to register company charges860Charges created by a company861Charges which have to be registered: supplementary862Charges existing on property acquiredSpecial rules about debentures863Charge in series of debentures864Additional registration requirement for commission etc in relation to debentures865Endorsement of certificate on debenturesCharges in other jurisdictions866Charges created in, or over property in, jurisdictions outside the United Kingdom867Charges created in, or over property in, another United Kingdom jurisdictionOrders charging land: Northern Ireland868Northern Ireland: registration of certain charges etc. affecting landThe register of charges869Register of charges to be kept by registrar870The period allowed for registration871Registration of enforcement of security872Entries of satisfaction and release873Rectification of register of chargesAvoidance of certain charges874Consequence of failure to register charges created by a companyCompanies' records and registers875Companies to keep copies of instruments creating charges876Company's register of charges877Instruments creating charges and register of charges to be available for inspectionChapter 2Companies registered in ScotlandCharges requiring registration878Charges created by a company879Charges which have to be registered: supplementary880Duty to register charges existing on property acquired881Charge by way of ex facie absolute disposition, etcSpecial rules about debentures882Charge in series of debentures883Additional registration requirement for commission etc in relation to debenturesCharges on property outside the United Kingdom884Charges on property outside United KingdomThe register of charges885Register of charges to be kept by registrar886The period allowed for registration887Entries of satisfaction and relief888Rectification of register of chargesAvoidance of certain charges889Charges void unless registeredCompanies' records and registers890Copies of instruments creating charges to be kept by company891Company's register of charges892Instruments creating charges and register of charges to be available for inspectionChapter 3Powers of the Secretary of State893Power to make provision for effect of registration in special register894General power to make amendments to this PartPart 26Arrangements and reconstructionsApplication of this Part895Application of this PartMeeting of creditors or members896Court order for holding of meeting897Statement to be circulated or made available898Duty of directors and trustees to provide informationCourt sanction for compromise or arrangement899Court sanction for compromise or arrangementReconstructions and amalgamations900Powers of court to facilitate reconstruction or amalgamationObligations of company with respect to articles etc901Obligations of company with respect to articles etcPart 27Mergers and divisions of public companiesChapter 1Introductory902Application of this Part903Relationship of this Part to Part 26Chapter 2MergerIntroductory904Mergers and merging companiesRequirements applicable to merger905Draft terms of scheme (merger)906Publication of draft terms (merger)907Approval of members of merging companies908Directors' explanatory report (merger)909Expert's report (merger)910Supplementary accounting statement (merger)911Inspection of documents (merger)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 company915Circumstances in which certain particulars and reports not required (merger)916Circumstances in which meeting of members of transferee company not required (merger)917Circumstances in which no meetings required (merger)Other exceptions918Other circumstances in which meeting of members of transferee company not required (merger)918AAgreement to dispense with expert's report (merger)Chapter 3DivisionIntroductory919Divisions and companies involved in a divisionRequirements to be complied with in case of division920Draft terms of scheme (division)921Publication of draft terms (division)922Approval of members of companies involved in the division923Directors' explanatory report (division)924Expert's report (division)925Supplementary accounting statement (division)926Inspection of documents (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 company931Circumstances in which meeting of members of transferor company not required (division)Other exceptions932Circumstances in which meeting of members of transferee company not required (division)933Agreement to dispense with reports etc (division)934Power of court to exclude certain requirements (division)Chapter 4Supplementary provisionsExpert's report and related matters935Expert's report: valuation by another person936Experts and valuers: independence requirement937Experts and valuers: meaning of “associate”Powers of the court938Power of court to summon meeting of members or creditors of existing transferee company939Court to fix date for transfer of undertaking etc of transferor companyLiability of transferee companies940Liability of transferee companies for each other's defaultsInterpretation941Meaning of “liabilities” and “property”Part 28Takeovers etcChapter 1The Takeover PanelThe Panel and its rules942The Panel943Rules944Further provisions about rules945Rulings946DirectionsInformation947Power to require documents and information948Restrictions on disclosure949Offence of disclosure in contravention of section 948Co-operation950Panel's duty of co-operationHearings and appeals951Hearings and appealsContravention of rules etc952Sanctions953Failure to comply with rules about bid documentation954Compensation955Enforcement by the court956No action for breach of statutory duty etcFunding957Fees and charges958Levy959Recovery of fees, charges or levyMiscellaneous and supplementary960Panel as party to proceedings961Exemption from liability in damages962Privilege against self-incrimination963Annual reports964Amendments to Financial Services and Markets Act 2000965Power to extend to Isle of Man and Channel IslandsChapter 2Impediments to takeoversOpting in and opting out966Opting in and opting out967Further provision about opting-in and opting-out resolutionsConsequences of opting in968Effect on contractual restrictions969Power of offeror to require general meeting to be calledSupplementary970Communication of decisions971Interpretation of this Chapter972Transitory provision973Power to extend to Isle of Man and Channel IslandsChapter 3“Squeeze-out” and “Sell-out”Takeover offers974Meaning of “takeover offer”975Shares already held by the offeror etc976Cases where offer treated as being on same terms977Shares to which an offer relates978Effect of impossibility etc of communicating or accepting offer “Squeeze-out” 979Right of offeror to buy out minority shareholder980Further provision about notices given under section 979981Effect of notice under section 979982Further provision about consideration held on trust under section 981(9) “Sell-out” 983Right of minority shareholder to be bought out by offeror984Further provision about rights conferred by section 983985Effect of requirement under section 983Supplementary986Applications to the court987Joint offersInterpretation988Associates989Convertible securities990Debentures carrying voting rights991InterpretationChapter 4Amendments to Part 7 of the Companies Act 1985992Matters to be dealt with in directors' reportPart 29Fraudulent trading993Offence of fraudulent tradingPart 30Protection of members against unfair prejudiceMain provisions994Petition by company member995Petition by Secretary of State996Powers of the court under this PartSupplementary provisions997Application of general rule-making powers998Copy of order affecting company's constitution to be delivered to registrar999Supplementary provisions where company's constitution alteredPart 31Dissolution and restoration to the registerChapter 1Striking offRegistrar's power to strike off defunct company1000Power to strike off company not carrying on business or in operation1001Duty to act in case of company being wound up1002Supplementary provisions as to service of letter or noticeVoluntary striking off1003Striking off on application by company1004Circumstances in which application not to be made: activities of company1005Circumstances in which application not to be made: other proceedings not concluded1006Copy of application to be given to members, employees, etc1007Copy of application to be given to new members, employees, etc1008Copy of application: provisions as to service of documents1009Circumstances in which application to be withdrawn1010Withdrawal of application1011Meaning of “creditor”Chapter 2Property of dissolved companyProperty vesting as bona vacantia1012Property of dissolved company to be bona vacantia1013Crown disclaimer of property vesting as bona vacantia1014Effect of Crown disclaimerEffect of Crown disclaimer: England and Wales and Northern Ireland1015General effect of disclaimer1016Disclaimer of leaseholds1017Power of court to make vesting order1018Protection of persons holding under a lease1019Land subject to rentchargeEffect of Crown disclaimer: Scotland1020General effect of disclaimer1021Power of court to make vesting order1022Protection of persons holding under a leaseSupplementary provisions1023Liability for rentcharge on company's land after dissolutionChapter 3Restoration to the registerAdministrative restoration to the register1024Application for administrative restoration to the register1025Requirements for administrative restoration1026Application to be accompanied by statement of compliance1027Registrar's decision on application for administrative restoration1028Effect of administrative restorationRestoration to the register by the court1029Application to court for restoration to the register1030When application to the court may be made1031Decision on application for restoration by the court1032Effect of court order for restoration to the registerSupplementary provisions1033Company's name on restoration1034Effect of restoration to the register where property has vested as bona vacantiaPart 32Company investigations: amendments1035Powers of Secretary of State to give directions to inspectors1036Resignation, removal and replacement of inspectors1037Power to obtain information from former inspectors etc1038Power to require production of documents1039Disqualification orders: consequential amendmentsPart 33UK companies not formed under companies legislationChapter 1Companies not formed under companies legislation but authorised to register1040Companies authorised to register under this Act1041Definition of “joint stock company”1042Power to make provision by regulationsChapter 2Unregistered companies1043Unregistered companiesPart 34Overseas companiesIntroductory1044Overseas companies1045Company contracts and execution of documents by companiesRegistration of particulars1046Duty to register particulars1047Registered name of overseas company1048Registration under alternative nameOther requirements1049Accounts and reports: general1050Accounts and reports: credit or financial institutions1051Trading disclosures1052Company charges1053Other returns etcSupplementary1054Offences1055Disclosure of individual's residential address: protection from disclosure1056Requirement to identify persons authorised to accept service of documents1057Registrar to whom returns, notices etc to be delivered1058Duty to give notice of ceasing to have registrable presence1059Application of provisions in case of relocation of branchPart 35The registrar of companiesScheme of this Part Scheme of this Part (1) The scheme of this Part is as follows. Scheme of this Part1059AScheme of this PartThe registrar1060The registrar1061The registrar's functions1062The registrar's official seal1063Fees payable to registrarCertificates of incorporation1064Public notice of issue of certificate of incorporation1065Right to certificate of incorporationRegistered numbers1066Company's registered numbers1067Registered numbers of UK establishments of overseas companyDelivery of documents to the registrar1068Registrar's requirements as to form, authentication and manner of delivery1069Power to require delivery by electronic means1070Agreement for delivery by electronic means1071Document not delivered until receivedRequirements for proper delivery1072Requirements for proper delivery1073Power to accept documents not meeting requirements for proper delivery1074Documents containing unnecessary material1075Informal correction of document1076Replacement of document not meeting requirements for proper deliveryPublic notice of receipt of certain documents1077Public notice of receipt of certain documents1078Documents subject to Directive disclosure requirements1079Effect of failure to give public noticeThe register1080The register1081Annotation of the register1082Allocation of unique identifiers1083Preservation of original documents1084Records relating to companies that have been dissolved etcInspection etc of the register1085Inspection of the register1086Right to copy of material on the register1087Material not available for public inspection1088Application to registrar to make address unavailable for public inspection1089Form of application for inspection or copy1090Form and manner in which copies to be provided1091Certification of copies as accurate1092Issue of process for production of records kept by the registrarCorrection or removal of material on the register1093Registrar's notice to resolve inconsistency on the register1094Administrative removal of material from the register1095Rectification of register on application to registrar1096Rectification of the register under court order1097Powers of court on ordering removal of material from the register1098Public notice of removal of certain material from the registerThe registrar's index of company names1099The registrar's index of company names1100Right to inspect index1101Power to amend enactments relating to bodies other than companiesLanguage requirements: translation1102Application of language requirements1103Documents to be drawn up and delivered in English1104Documents relating to Welsh companies1105Documents that may be drawn up and delivered in other languages1106Voluntary filing of translations1107Certified translationsLanguage requirements: transliteration1108Transliteration of names and addresses: permitted characters1109Transliteration of names and addresses: voluntary transliteration into Roman characters1110Transliteration of names and addresses: certificationSupplementary provisions1111Registrar's requirements as to certification or verification1112General false statement offence1113Enforcement of company's filing obligations1114Application of provisions about documents and delivery1115Supplementary provisions relating to electronic communications1116Alternative to publication in the Gazette1117Registrar's rules1118Payments into the Consolidated Fund1119Contracting out of registrar's functions1120Application of this Part to overseas companiesPart 36Offences under the Companies ActsLiability of officer in default1121Liability of officer in default1122Liability of company as officer in default1123Application to bodies other than companiesOffences under the Companies Act 19851124Amendments of the Companies Act 1985General provisions1125Meaning of “daily default fine”1126Consents required for certain prosecutions1127Summary proceedings: venue1128Summary proceedings: time limit for proceedings1129Legal professional privilege1130Proceedings against unincorporated bodies1131Imprisonment on summary conviction in England and Wales: transitory provisionProduction and inspection of documents1132Production and inspection of documents where offence suspectedSupplementary1133Transitional provisionPart 37Companies: supplementary provisionsCompany records1134Meaning of “company records”1135Form of company records1136Regulations about where certain company records to be kept available for inspection1137Regulations about inspection of records and provision of copies1138Duty to take precautions against falsificationService addresses1139Service of documents on company1140Service of documents on directors, secretaries and others1141Service addresses1142Requirement to give service addressSending or supplying documents or information1143The company communications provisions1144Sending or supplying documents or information1145Right to hard copy version1146Requirement of authentication1147Deemed delivery of documents and information1148Interpretation of company communications provisionsRequirements as to independent valuation1149Application of valuation requirements1150Valuation by qualified independent person1151The independence requirement1152Meaning of “associate”1153Valuer entitled to full disclosureNotice of appointment of certain officers1154Duty to notify registrar of certain appointments etc1155Offence of failure to give noticeCourts and legal proceedings1156Meaning of “the court”1157Power of court to grant relief in certain casesPart 38Companies: interpretationMeaning of “UK-registered company”1158Meaning of “UK-registered company”Meaning of “subsidiary” and related expressions1159Meaning of “subsidiary” etc1160Meaning of “subsidiary” etc: power to amendMeaning of “undertaking” and related expressions1161Meaning of “undertaking” and related expressions1162Parent and subsidiary undertakingsOther definitions1163“Non-cash asset”1164Meaning of “banking company” and “banking group”1165Meaning of “insurance company” and related expressions1166“Employees' share scheme”1167Meaning of “prescribed”1168Hard copy and electronic form and related expressions1169Dormant companies1170Meaning of “EEA State” and related expressions1170AReceiver or manager and certain related references1170BMeaning of “contributory”1171The former Companies ActsGeneral1172References to requirements of this Act1173Minor definitions: general1174Index of defined expressionsPart 39Companies: minor amendments1175Removal of special provisions about accounts and audit of charitable companies1176Power of Secretary of State to bring civil proceedings on company's behalf1177Repeal of certain provisions about company directors1178Repeal of requirement that certain companies publish periodical statement1179Repeal of requirement that Secretary of State prepare annual report1180Repeal of certain provisions about company charges1181Access to constitutional documents of RTE and RTM companiesPart 40Company directors: foreign disqualification etcIntroductory1182Persons subject to foreign restrictions1183Meaning of “the court” and “UK company”Power to disqualify1184Disqualification of persons subject to foreign restrictions1185Disqualification regulations: supplementary1186Offence of breach of disqualificationPower to make persons liable for company's debts1187Personal liability for debts of companyPower to require statements to be sent to the registrar of companies1188Statements from persons subject to foreign restrictions1189Statements from persons disqualified1190Statements: whether to be made public1191OffencesPart 41Business namesChapter 1Restricted or prohibited namesIntroductory1192Application of this ChapterSensitive words or expressions1193Name suggesting connection with government or public authority1194Other sensitive words or expressions1195Requirement to seek comments of government department or other relevant body1196Withdrawal of Secretary of State's approvalMisleading names1197Name containing inappropriate indication of company type or legal form1198Name giving misleading indication of activitiesSupplementary1199Savings for existing lawful business namesChapter 2Disclosure required in case of individual or partnershipIntroductory1200Application of this Chapter1201Information required to be disclosedDisclosure requirements1202Disclosure required: business documents etc1203Exemption for large partnerships if certain conditions met1204Disclosure required: business premisesConsequences of failure to make required disclosure1205Criminal consequences of failure to make required disclosure1206Civil consequences of failure to make required disclosureChapter 3Supplementary1207Application of general provisions about offences1208InterpretationPart 42Statutory AuditorsChapter 1Introductory1209Main purposes of Part1210Meaning of “statutory auditor” etc1211Eligibility for appointment as a statutory auditor: overviewChapter 2Individuals and firmsEligibility for appointment1212Individuals and firms: eligibility for appointment as a statutory auditor1213Effect of ineligibilityIndependence requirement1214Independence requirement1215Effect of lack of independenceEffect of appointment of a partnership1216Effect of appointment of a partnershipSupervisory bodies1217Supervisory bodies1218Exemption from liability for damagesProfessional qualifications1219Appropriate qualifications1220Qualifying bodies and recognised professional qualifications1221Approval of third country qualifications1222Eligibility of individuals retaining only 1967 Act authorisationInformation1223Matters to be notified to the Secretary of State1223ANotification of matters relevant to other EEA States1224The Secretary of State's power to call for information1224ARestrictions on disclosure1224BOffence of disclosure in contravention of section 1224AEnforcement1225Compliance ordersChapter 3Auditors GeneralEligibility for appointment1226Auditors General: eligibility for appointment as a statutory auditorConduct of audits1227Individuals responsible for audit work on behalf of Auditors GeneralThe Independent Supervisor1228Appointment of the Independent SupervisorSupervision of Auditors General1229Supervision of Auditors General by the Independent Supervisor1230Duties of Auditors General in relation to supervision arrangementsReporting requirement1231Reports by the Independent SupervisorInformation1232Matters to be notified to the Independent Supervisor1233The Independent Supervisor's power to call for informationEnforcement1234Suspension notices1235Effect of suspension notices1236Compliance ordersProceedings1237Proceedings involving the Independent SupervisorGrants1238Grants to the Independent SupervisorChapter 4The register of auditors etc1239The register of auditors1240Information to be made available to publicChapter 5Registered third country auditorsIntroductory1241Meaning of “registered third country auditor” and “UK-traded non-EEA company”Duties1242Duties of registered third country auditorsInformation1243Matters to be notified to the Secretary of State1244The Secretary of State's power to call for informationEnforcement1245Compliance orders1246Removal of third country auditors from the register of auditors1247Grants to bodies concerned with arrangements under Schedule 12Chapter 6Supplementary and generalPower to require second company audit1248Secretary of State's power to require second audit of a company1249Supplementary provision about second auditsFalse and misleading statements1250Misleading, false and deceptive statementsFees1251FeesDuty of Secretary of State to report on inspections1251ADuty of the Secretary of State to report on inspectionsDelegation of Secretary of State's functions1252Delegation of the Secretary of State's functions1253Delegation of functions to an existing bodyCooperation with foreign competent authorities1253ARequests to foreign competent authorities1253BRequests from EEA competent authorities1253CNotification to competent authorities of other EEA StatesTransfer of papers to third countries1253DRestriction on transfer of audit working papers to third countries1253DATransfer by Secretary of State1253DBTransfer by statutory auditor with approval of Secretary of State1253DCTransfer by statutory auditor for purposes of investigation of auditor1253DDAgreement of EEA competent authority1253DETransfer by means of inspection1253EWorking arrangements for transfer of papers1253FPublication of working arrangementsInternational obligations1254Directions to comply with international obligationsGeneral provision relating to offences1255Offences by bodies corporate, partnerships and unincorporated associations1256Time limits for prosecution of offences1257Jurisdiction and procedure in respect of offencesNotices etc1258Service of notices1259Documents in electronic formInterpretation1260Meaning of “associate”1261Minor definitions1262Index of defined expressionsMiscellaneous and general1263Power to make provision in consequence of changes affecting accountancy bodies1264Consequential amendmentsPart 43Transparency obligations and related mattersIntroductory1265The transparency obligations directiveTransparency obligations1266Transparency rules1267Competent authority's power to call for information1268Powers exercisable in case of infringement of transparency obligationOther matters1269Corporate governance rules1270Liability for false or misleading statements in certain publications1271Exercise of powers where UK is host member State1272Transparency obligations and related matters: minor and consequential amendments1273Corporate governance regulationsPart 44Miscellaneous provisionsRegulation of actuaries etc1274Grants to bodies concerned with actuarial standards etc1275Levy to pay expenses of bodies concerned with actuarial standards etc1276Application of provisions to Scotland and Northern IrelandInformation as to exercise of voting rights by institutional investors1277Power to require information about exercise of voting rights1278Institutions to which information provisions apply1279Shares to which information provisions apply1280Obligations with respect to provision of informationDisclosure of information under the Enterprise Act 20021281Disclosure of information under the Enterprise Act 2002Expenses of winding up1282Payment of expenses of winding upCommonhold associations1283Amendment of memorandum or articles of commonhold associationPart 45Northern Ireland1284Extension of Companies Acts to Northern Ireland1285Extension of GB enactments relating to SEs1286Extension of GB enactments relating to certain other forms of business organisation1287Extension of enactments relating to business namesPart 46General supplementary provisionsRegulations and orders1288Regulations and orders: statutory instrument1289Regulations and orders: negative resolution procedure1290Regulations and orders: affirmative resolution procedure1291Regulations and orders: approval after being made1292Regulations and orders: supplementaryMeaning of “enactment”1293Meaning of “enactment”Consequential and transitional provisions1294Power to make consequential amendments etc1295Repeals1296Power to make transitional provision and savings1297Continuity of the lawPart 47Final provisions1298Short title1299Extent1300CommencementSCHEDULESSCHEDULE 1Connected persons: references to an interest in shares or debenturesIntroduction1(1) The provisions of this Schedule have effect for the...General provisions2(1) A reference to an interest in shares includes any...Rights to acquire shares3(1) A person is taken to have an interest in...Right to exercise or control exercise of rights4(1) A person is taken to have an interest in...Bodies corporate5(1) A person is taken to be interested in shares...Trusts6(1) Where an interest in shares is comprised in property...SCHEDULE 2Specified persons, descriptions of disclosures etc for the purposes of section 948PART 1SPECIFIED PERSONS(A) UNITED KINGDOM1The 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) JERSEY1The 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) GUERNSEY1The 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 MAN1(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 KINGDOM1A 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...18A disclosure for the purpose of enabling or assisting the...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...26A disclosure for the purpose of enabling or assisting the...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 National Lottery Commission to the National...33A disclosure for the purpose 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...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) JERSEY1A 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) GUERNSEY1A 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 MAN1A 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) GENERAL1A 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 Community obligation. PART 3OVERSEAS REGULATORY BODIES1(1) A disclosure is made in accordance with this Part...2In determining whether to disclose information to a person or...Part 2Specified descriptions of disclosures54A disclosure for the purpose of enabling or assisting a...55A disclosure for the purpose of enabling or assisting an...56A disclosure for the purpose of enabling or assisting the...57A disclosure for the purpose of enabling or assisting a...58A disclosure for the purpose of enabling or assisting an...59A disclosure for the purpose of enabling or assisting the...60A disclosure with a view to the institution of, or...61A disclosure for the purpose of enabling or assisting a...62A disclosure with a view to the institution of, or...63A disclosure with a view to the institution of, or...64A disclosure for the purposes of proceedings before the Financial...65A disclosure for the purposes of proceedings before the Pensions...66A disclosure for the purpose of enabling or assisting a...67A disclosure with a view to the institution of, or...68A disclosure with a view to the institution of, or...69A disclosure for the purpose of the provision of a...70A disclosure in pursuance of any Community obligation. Part 3Overseas regulatory bodies71A disclosure is made in accordance with this Part of...72The persons or bodies that are within this paragraph are...73In determining whether to disclose information to a person or...SCHEDULE 3Amendments of remaining provisions of the Companies Act 1985 relating to offencesFailure to give information about interests in shares etc1(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 4482(1) In section 448(7) of the Companies Act 1985 (obstruction...Wrongful disclosure of information to which section 449 applies3(1) Section 449 of the Companies Act 1985 (wrongful disclosure...Destruction, mutilation etc of company documents4(1) For subsection (3) of section 450 of the Companies...Provision of false information in purported compliance with section 4475(1) For subsection (2) of section 451 of the Companies...Obstruction of inspector, etc exercising power to enter and remain on premises6(1) Section 453A of the Companies Act 1985 (obstruction of...Attempted evasion of restrictions under Part 157(1) In subsection (1) of section 455 of the Companies...SCHEDULE 4Documents and information sent or supplied to a companyPart 1IntroductionApplication of Schedule1(1) This Schedule applies to documents or information sent or...Part 2Communications in hard copy formIntroduction2A document or information is validly sent or supplied to...Method of communication in hard copy form3(1) A document or information in hard copy form may...Address for communications in hard copy form4A document or information in hard copy form may be...Part 3Communications in electronic formIntroduction5A document or information is validly sent or supplied to...Conditions for use of communications in electronic form6A document or information may only be sent or supplied...Address for communications in electronic form7(1) Where the document or information is sent or supplied...Part 4Other agreed forms of communication8A document or information that is sent or supplied to...SCHEDULE 5Communications by a companyPart 1IntroductionApplication of this Schedule1This Schedule applies to documents or information sent or supplied...Part 2Communications in hard copy formIntroduction2A document or information is validly sent or supplied by...Method of communication in hard copy form3(1) A document or information in hard copy form must...Address for communications in hard copy form4(1) A document or information in hard copy form may...Part 3Communications in electronic formIntroduction5A document or information is validly sent or supplied by...Agreement to communications in electronic form6A document or information may only be sent or supplied...Address for communications in electronic form7(1) Where the document or information is sent or supplied...Part 4Communications by means of a websiteUse of website8A document or information is validly sent or supplied by...Agreement to use of website9A document or information may only be sent or supplied...Deemed agreement of members of company etc to use of website10(1) This paragraph applies to a document or information to...Deemed agreement of debenture holders to use of website11(1) This paragraph applies to a document or information to...Availability of document or information12(1) A document or information authorised or required to be...Notification of availability13(1) The company must notify the intended recipient of— Period of availability on website14(1) The company must make the document or information available...Part 5Other agreed forms of communication15A document or information that is sent or supplied otherwise...Part 6Supplementary provisionsJoint holders of shares or debentures16(1) This paragraph applies in relation to documents or information...Death or bankruptcy of holder of shares17(1) This paragraph has effect in the case of the...SCHEDULE 6Meaning of “subsidiary” etc: supplementary provisionsIntroduction1The provisions of this Part of this Schedule explain expressions...Voting rights in a company2In section 1159(1)(a) and (c) the references to the voting...Right to appoint or remove a majority of the directors3(1) In section 1159(1)(b) the reference to the right to...Rights exercisable only in certain circumstances or temporarily incapable of exercise4(1) Rights which are exercisable only in certain circumstances shall...Rights held by one person on behalf of another5Rights 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 security7Rights attached to shares held by way of security shall...Rights attributed to holding company8(1) Rights shall be treated as held by a holding...Disregard of certain rights9The voting rights in a company shall be reduced by...Supplementary10References in any provision of paragraphs 5 to 9 to...SCHEDULE 7Parent and subsidiary undertakings: supplementary provisionsIntroduction1The provisions of this Schedule explain expressions used in section...Voting rights in an undertaking2(1) In section 1162(2)(a) and (d) the references to the...Right to appoint or remove a majority of the directors3(1) In section 1162(2)(b) the reference to the right to...Right to exercise dominant influence4(1) For the purposes of section 1162(2)(c) an undertaking shall...Rights exercisable only in certain circumstances or temporarily incapable of exercise5(1) Rights which are exercisable only in certain circumstances shall...Rights held by one person on behalf of another6Rights 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 security8Rights attached to shares held by way of security shall...Rights attributed to parent undertaking9(1) Rights shall be treated as held by a parent...Disregard of certain rights10The voting rights in an undertaking shall be reduced by...Supplementary11References in any provision of paragraphs 6 to 10 to...SCHEDULE 8Index of defined expressionsSCHEDULE 9Removal of special provisions about accounts and audit of charitable companiesPart 1The Companies Act 1985 (c. 6)1In section 240 (requirements in connection with publication of accounts)—...2In section 245 (voluntary revision of annual accounts or directors'...3In section 249A (exemptions from audit)— (a) omit subsections (2),...4In section 249B (cases where exemptions not available)— 5Omit section 249C (report required for purposes of section 249A(2))....6Omit section 249D (the reporting accountant). 7In section 249E (effect of exemptions) omit subsection (2). 8In section 262A (index of defined expressions) omit the entry...Part 2The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)9In Article 248 (requirements in connection with publication of accounts)—...10In Article 253 (voluntary revision of annual accounts or directors'...11In Article 257A (exemptions from audit)— (a) omit paragraphs (2),...12In Article 257B (cases where exemptions not available)— 13Omit Article 257C (report required for purposes of Article 257A(2)....14Omit Article 257D (the reporting accountant). 15In Article 257E (effect of exemptions) omit paragraph (2). 16In Article 270A (index of defined expressions) omit the entry...SCHEDULE 10Recognised supervisory bodiesPart 1Grant and revocation of recognition of a supervisory bodyApplication for recognition of supervisory body1(1) A supervisory body may apply to the Secretary of...Grant and refusal of recognition2(1) The Secretary of State may, on an application duly...Revocation of recognition3(1) A recognition order may be revoked by a further...Transitional provision4A recognition order made and not revoked under— Orders not statutory instruments5Orders under this Part of this Schedule shall not be...Part 2Requirements for recognition of a supervisory bodyHolding of appropriate qualification6(1) The body must have rules to the effect that...7(1) This paragraph explains what is meant in paragraph 6(1)(b)...Auditors to be fit and proper persons8(1) The body must have adequate rules and practices designed...Professional integrity and independence9(1) The body must have adequate rules and practices designed...Technical standards10(1) The body must have rules and practices as to—...Technical standards for group audits10A(1) The body must have rules and practices as to...Public interest entity reporting requirements10B(1) The body must have adequate rules and practices designed...Public interest entity independence requirements10C(1) The body must have adequate rules and practices designed...Procedures for maintaining competence11The body must have rules and practices designed to ensure...Monitoring and enforcement12(1) The body must— (a) have adequate resources for the...Monitoring of audits13(1) The body must— (a) in the case of members...Membership, eligibility and discipline14The rules and practices of the body relating to— Investigation of complaints15(1) The body must have effective arrangements for the investigation...Independent investigation for disciplinary purposes of public interest cases16(1) The body must— (a) participate in arrangements within paragraph...Transfer of papers to third countries16A(1) The body must have adequate rules and practices designed...Transfer to approved third country competent authority16AAThe requirements of this paragraph are that— Transfer for purposes of investigation of auditor16AB(1) The requirements of this paragraph are that— Meeting of claims arising out of audit work17(1) The body must have adequate rules or arrangements designed...Register of auditors and other information to be made available18The body must have rules requiring persons eligible under its...Taking account of costs of compliance19The body must have satisfactory arrangements for taking account, in...Promotion and maintenance of standards20The body must be able and willing— Interpretation20AIn this Part of this Schedule— “ public interest entity...Part 3Arrangements in which recognised supervisory bodies are required to participateArrangements for setting standards relating to professional integrity and independence21The arrangements referred to in paragraph 9(2) are appropriate arrangements—...Arrangements for setting technical standards22The arrangements referred to in paragraphs 10(2) and 10A(2) are...Arrangements for setting standards relating to public interest entity reporting requirements22AThe arrangements referred to in paragraph 10B(3) are appropriate arrangements—...Arrangements for setting standards relating to public interest entity independence requirements22BThe arrangements referred to in paragraph 10C(2) are appropriate arrangements—...Arrangements for independent monitoring of audits of listed companies and other major bodies23(1) The arrangements referred to in paragraph 13(1)(b) are appropriate...Arrangements for independent investigation for disciplinary purposes of public interest cases24(1) The arrangements referred to in paragraph 16(1) are appropriate...Supplementary: arrangements to operate independently of body25(1) This paragraph applies for the purposes of— Supplementary: funding of arrangements26The body must pay any of the costs of maintaining...Supplementary: scope of arrangement27Arrangements may qualify as arrangements within any of paragraphs 21,...SCHEDULE 11Recognised professional qualificationsPart 1Grant and revocation of recognition of a professional qualificationApplication for recognition of professional qualification1(1) A qualifying body may apply to the Secretary of...Grant and refusal of recognition2(1) The Secretary of State may, on an application duly...Revocation of recognition3(1) A recognition order may be revoked by a further...Transitional provision4A recognition order made and not revoked under— Orders not statutory instruments5Orders under this Part of this Schedule shall not be...Part 2Requirements for recognition of a professional qualificationEntry requirements6(1) The qualification must only be open to persons who—...Requirement for theoretical instruction or professional experience7(1) The qualification must be restricted to persons who— Examination8(1) The qualification must be restricted to persons who have...Practical training9(1) The qualification must be restricted to persons who have...Supplementary provision with respect to a sufficient period of professional experience10(1) Periods of theoretical instruction in the fields of finance,...The body offering the qualification11(1) The body offering the qualification must have— SCHEDULE 11ASpecified persons, descriptions, disclosures etc for the purposes of section 1224APART 1Specified persons1The 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. 16A body with which a recognised supervisory body is participating...17The Independent Supervisor. PART 2Specified descriptions of disclosures18A 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...40A disclosure for the purpose of enabling or assisting the...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 National Lottery Commission to the National...48A disclosure for the purpose 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...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 Community obligation. PART 3Overseas regulatory bodies79A 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 participateArrangements for independent monitoring of audits of UK-traded non-EEA companies1(1) The arrangements referred to in section 1242(1)(a) are appropriate...Arrangements for independent investigations for disciplinary purposes2(1) The arrangements referred to in section 1242(1)(b) are appropriate...Supplementary: arrangements to operate independently of third country auditor3(1) This paragraph applies for the purposes of— Supplementary: funding of arrangements4(1) The registered third country auditor must pay any of...Supplementary: scope of arrangements5Arrangements may qualify as arrangements within either of paragraphs 1...Specification of particular arrangements by the Secretary of State6(1) If there exist two or more sets of arrangements...SCHEDULE 13Supplementary provisions with respect to delegation orderOperation of this Schedule1(1) This Schedule has effect in relation to a body...Status2The body is not to be regarded as acting on...Name, members and chairman3(1) The body is to be known by such name...Financial provisions4(1) The body must pay to its chairman and members...Proceedings5(1) The delegation order may contain such provision as the...Fees6(1) The body may retain fees payable to it. Legislative functions7(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 accounts10(1) The body must, at least once in each calendar...Other supplementary provisions11(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 amendmentsCompanies (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 amendmentsPart 1Amendments of the Financial Services and Markets Act 20001Part 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 200413Chapter 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 Repeals2006 c. 46 An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.[8th November 2006]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:—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)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)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)Act modified (6.4.2008) by The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), reg. 10(1)Act modified (6.4.2008) by The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), reg. 11(1)Act modified (6.4.2008) by The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), reg. 12(5)Act applied (with modifications) (6.4.2008) by S.I. 1989/638, reg. 18, Sch. 4 (as amended by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 paras. 163, 164 (with arts. 6, 11, 12))Act applied (with modifications) (6.4.2008) by S.R. 1989/216, reg. 18, Sch. 4 (as amended by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 paras. 173, 174 (with arts. 6, 11, 12))Act modified (1.10.2009) by The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (S.I. 2008/2860), art. 5, Sch. 2 (with arts. 7, 8) (as amended by S.I. 2009/1802, art. 18)Act excluded (1.4.2010) by Housing and Regeneration Act 2008 (c. 17), ss. 167(5)(c), 325; S.I. 2010/862, art. 2, (with Sch.)Act modified (12.3.2009) by Dormant Bank and Building Society Accounts Act 2008 (c. 31), ss. 13, 31(1)(2); S.I. 2009/490, art. 2 (with art. 3)Act modified (S.) (21.2.2009) by The Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009 (S.I. 2009/317), art. 3, Sch.Act applied in part (with modifications) by S.I. 1989/638 reg. 18 Sch. 4 (as amended (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 19, 23 (with reg. 2))Act applied (1.11.2009) by The Water Industry (Special Administration) Rules 2009 (S.I. 2009/2477), rule 58(2)(b) (with rules 3(2), 4)Act: (Pts. 1-39, 45-47 as defined by s. 2) extended (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 12(1), Sch. 3 para. 2 (with art. 10)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)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)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))Act excluded (prosp.) by Housing (Scotland) Act 2010 (asp 17), ss. 106(7)(c), 166(2)