Companies Act 1989
Companies Act 1989 (1989 c. 40)
- Companies Act 1989 (1989 c. 40)
- Part I Company Accounts
- Introduction
- 1 Introduction.
- Provisions applying to companies generally
- 2 Accounting records.
- 3 A company’s financial year and accounting reference periods.
- 4 Individual company accounts.
- 5 Group accounts.
- 6 Additional disclosure required in notes to accounts.
- 7 Approval and signing of accounts.
- 8 Directors’ report.
- 9 Auditors’ report.
- 10 Publication of accounts and reports.
- 11 Laying and delivering of accounts and reports.
- 12 Remedies for failure to comply with accounting requirements.
- Exemptions and special provisions
- 13 Small and medium-sized companies and groups.
- 14 Dormant companies.
- 15 Public listed companies: provision of summary financial statement.
- 16 Private companies: election to dispense with laying of accounts and reports before general meeting.
- 17 Unlimited companies: exemption from requirement to deliver accounts and reports.
- 18 Banking and insurance companies and groups: special provisions.
- Supplementary provisions
- 19 Accounting standards.
- 20 Power to alter accounting requirements.
- 21 Parent and subsidiary undertakings.
- 22 Other interpretation provisions.
- Consequential amendments
- 23 Consequential amendments.
- Part II Eligibility for Appointment as Company Auditor
- Introduction
- 24 Introduction.
- Eligibility for appointment
- 25 Eligibility for appointment.
- 26 Effect of appointment of partnership.
- 27 Ineligibility on ground of lack of independence.
- 28 Effect of ineligibility.
- 29 Power of Secretary of State to require second audit.
- Recognition of supervisory bodies and professional qualifications
- 30 Supervisory bodies.
- 31 Meaning of “appropriate qualification”.
- 32 Qualifying bodies and recognised professional qualifications.
- 33 Approval of overseas qualifications.
- 34 Eligibility of individuals retaining only 1967 Act authorisation.
- Duties of recognised bodies
- 35 The register of auditors.
- 36 Information about firms to be available to public.
- 37 Matters to be notified to the Secretary of State.
- 38 Power to call for information.
- 39 Compliance orders.
- 40 Directions to comply with international obligations.
- Offences
- 41 False and misleading statements.
- 42 Offences by bodies corporate, partnerships and unincorporated associations.
- 43 Time limits for prosecution of offences.
- 44 Jurisdiction and procedure in respect of offences.
- Supplementary provisions
- 45 Fees.
- 46 Delegation of functions of Secretary of State.
- 46A Circumstances in which Secretary of State may delegate functions to existing body
- 47 Restrictive practices.
- 48 Exemption from liability for damages.
- 49 Service of notices.
- 50 Power to make consequential amendments.
- 51 Power to make provision in consequence of changes affecting accountancy bodies.
- 52 Meaning of “associate”.
- 53 Minor definitions.
- 54 Index of defined expressions.
- Part III Investigations and Powers to Obtain Information
- Amendments of the Companies Act 1985
- 55 Investigations by inspectors not leading to published report.
- 56 Production of documents and evidence to inspectors.
- 57 Duty of inspectors to report.
- 58 Power to bring civil proceedings on the company’s behalf.
- 59 Expenses of investigating a company’s affairs.
- 60 Power of Secretary of State to present winding-up petition.
- 61 Inspectors’ reports as evidence.
- 62 Investigation of company ownership.
- 63 Secretary of State’s power to require production of documents.
- 64 Entry and search of premises.
- 65 Provision for security of information obtained.
- 66 Punishment for destroying, mutilating, &c. company documents.
- 67 Punishment for furnishing false information.
- 68 Disclosure of information by Secretary of State or inspector.
- 69 Protection of banking information.
- 70 Investigation of oversea companies.
- 71 Investigation of unregistered companies.
- Amendments of the Financial Services Act 1986
- 72 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 73 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 74 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 75 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 76 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Amendments of other enactments
- 77 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 78 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 79 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 80 Amendment of the Building Societies Act 1986.
- 81 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Powers exercisable to assist overseas regulatory authorities
- 82 Request for assistance by overseas regulatory authority.
- 83 Power to require information, documents or other assistance.
- 84 Exercise of powers by officer, &c.
- 85 Penalty for failure to comply with requirement, &c.
- 86 Restrictions on disclosure of information.
- 87 Exceptions from restrictions on disclosure.
- 88 Exercise of powers in relation to Northern Ireland.
- 89 Prosecutions.
- 90 Offences by bodies corporate, partnerships and unincorporated associations.
- 91 Jurisdiction and procedure in respect of offences.
- Part IV Registration of Company Charges
- Introduction
- 92 Introduction.
- Registration in the companies charges register
- 93 Charges requiring registration.
- 94 The companies charges register.
- 95 Delivery of particulars for registration.
- 96 Delivery of further particulars.
- 97 Effect of omissions and errors in registered particulars.
- 98 Memorandum of charge ceasing to affect company’s property.
- 99 Further provisions with respect to voidness of charges.
- 100 Additional information to be registered.
- Copies of instruments and register to be kept by the company
- 101 Copies of instruments and register to be kept by the company
- Supplementary provisions
- 102 Power to make further provision by regulations.
- 103 Other supplementary provisions.
- 104 Interpretation, &c.
- 105 Charges on property of oversea company.
- 106 Application of provisions to unregistered companies.
- 107 Consequential amendments.
- Part V Other amendments of Company Law
- A company’s capacity and related matters
- 108 A company’s objects and the power of the directors to bind it.
- 110 Statement of company’s objects.
- 111 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 112 Charitable companies (Scotland).
- De-regulation of private companies
- 113 Written resolutions of private companies.
- 114 Written resolutions: supplementary provisions.
- 115 Election by private company to dispense with certain requirements.
- 116 Elective resolution of private company.
- 117 Power to make further provision by regulations.
- Appointment and removal of auditors and related matters
- 118 Introduction.
- 119 Appointment of auditors.
- 120 Rights of auditors.
- 121 Remuneration of auditors.
- 122 Removal, resignation, &c. of auditors.
- 123 Statement by person ceasing to hold office as auditor.
- 124 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Company records and related matters
- 125 Delivery of documents to the registrar.
- 126 Keeping and inspection of company records.
- 127 Supplementary provisions as to company records and related matters.
- Miscellaneous
- 128 Form and articles for partnership company.
- 129 Membership of holding company.
- 130 Company contracts and execution of documents by companies.
- 131 Members’ rights to damages, &c.
- 132 Financial assistance for purposes of employees’ share scheme.
- 133 Issue of redeemable shares.
- 134 Disclosure of interests in shares.
- 135 Orders imposing restrictions on shares.
- 136 A company’s registered office.
- 137 Effecting of insurance for officers and auditors of company.
- 138 Increase of limits on certain exemptions.
- 139 Annual returns.
- 140 Floating charges (Scotland).
- 141 Application to declare dissolution of company void.
- 142 Abolition of doctrine of deemed notice.
- 143 Rights of inspection and related matters.
- 144 “Subsidiary”, “holding company” and “wholly-owned subsidiary”.
- Part VI Mergers and Related Matters
- 146 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 147 Undertakings as alternative to merger reference.
- 148 Enforcement of undertakings.
- 149 Temporary restrictions on share dealings.
- 150 Obtaining control by stages.
- 151 False or misleading information.
- 152 Fees.
- 152 Fees.
- 152 Fees.
- 153 Other amendments about mergers and related matters.
- Part VII Financial Markets and Insolvency
- Introduction
- 154 Introduction.
- Recognised bodies
- 155 Market contracts.
- 155A. Qualifying collateral arrangements and qualifying property transfers
- 156 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 158 Modifications of the law of insolvency.
- 159 Proceedings of recognised bodies take precedence over insolvency procedures.
- 161 Supplementary provisions as to default proceedings.
- 162 Duty to report on completion of default procedings.
- 163 Net sum payable on completion of default proceedings.
- 164 Disclaimer of property, rescission of contracts, &c.
- 165 Adjustment of prior transactions.
- 166 Powers ... to give directions.
- 167 Application to determine whether default proceedings to be taken.
- 168 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 169 Supplementary provisions.
- Other exchanges and clearing houses
- 170 Certain overseas exchanges and clearing houses.
- 170A. Third country central counterparties
- 170B. Third country central counterparties: procedure
- 170C. Third country CSDs
- 171 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 172 Settlement arrangements provided by the Bank of England.
- Market charges
- 173 Market charges.
- 174 Modifications of the law of insolvency.
- 175 Administration orders, &c.
- 176 Power to make provision about certain other charges.
- Market property
- 177 Application of margin or default fund contribution not affected by certain other interests.
- 178 Priority of floating market charge over subsequent charges.
- 179 Priority of market charge over unpaid vendor’s lien.
- 180 Proceedings against market property by unsecured creditors.
- 181 Power to apply provisions to other cases.
- Supplementary provisions
- 182 Powers of court in relation to certain proceedings begun before commencement.
- 182A. Recognised central counterparties: disapplication of provisions on mutual credit and set-off
- 183 Insolvency proceedings in other jurisdictions.
- 184 Indemnity for certain acts, &c.
- 185 Power to make further provision by regulations.
- 186 Supplementary provisions as to regulations.
- 187 Construction of references to parties to market contracts.
- 188 Meaning of “default rules” and related expressions.
- 189 Meaning of “relevant office-holder”.
- 189A. Meaning of “transfer”
- 190 Minor definitions.
- 191 Index of defined expressions.
- Part VIII Amendments of the Financial Services Act 1986
- 192 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 193 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 194 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 195 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 196 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 197 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 198 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 199 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 200 Jurisdiction of High Court and Court of Session.
- 201 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 202 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 203 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 204 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 205 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 206 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Part IX Transfer of Securities
- 207 Transfer of securities.
- Part X Miscellaneous and General Provisions
- Miscellaneous
- 208 Summary proceedings in Scotland for offences in connection with disqualification of directors.
- 209 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 210 Restriction of duty to supply statements of premium income.
- 211 Building societies: miscellaneous amendments.
- General
- 211A. “Bank of England”
- 212 Repeals.
- 212 Repeals.
- 213 Provisions extending to Northern Ireland.
- 214 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 215 Commencement and transitional provisions.
- 216 Short title.
- SCHEDULES
- Group undertakings
- Participating interests
- Consistency of accounting policies
- Revaluation reserve
- Compliance with accounting standards
- Provision for taxation
- Loans in connection with assistance for purchase of company’s own shares
- Obligation to show corresponding amounts for previous financial year
- Special provisions where company is parent company or subsidiary undertaking
- General rules
- Elimination of group transactions
- Acquisition and merger accounting
- Minority interests
- Interests in subsidiary undertakings excluded from consolidation
- Joint ventures
- Associated undertakings
- Part I Companies not Required to Prepare Group Accounts
- Subsidiary undertakings
- Holdings in subsidiary undertakings
- Financial information about subsidiary undertakings
- Financial years of subsidiary undertakings
- Further information about subsidiary undertakings
- Shares and debentures of company held by subsidiary undertakings
- Significant holdings in undertakings other than subsidiary undertakings
- Arrangements attracting merger relief
- Parent undertaking drawing up accounts for larger group
- Identification of ultimate parent company
- Constructions of references to shares held by company
- Part II Companies Required to Prepare Group Accounts
- Introductory
- Subsidiary undertakings
- Holdings in subsidiary undertakings
- Financial information about subsidiary undertakings not included in the consolidation
- Further information about subsidiary undertakings excluded from consolidation
- Financial years of subsidiary undertakings
- Shares and debentures of company held by subsidiary undertakings
- Joint ventures
- Associated undertakings
- Other significant holdings of parent company or group
- Arrangements attracting merger relief
- Parent undertaking drawing up accounts for larger group
- Identification of ultimate parent company
- Construction of references to shares held by parent company or group
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- Subsidiary undertakings
- Directors’ interests
- Part I Small Companies
- Balance sheet
- Profit and loss account
- Disclosure of information in notes to accounts
- Directors’ report
- Part II Small Companies
- Profit and loss account
- Disclosure of information in notes to accounts
- Part III Supplementary Provisions
- Statement that advantage taken of exemptions
- Special auditors’ report
- Dormant companies
- Requirements in connection with publication of accounts
- Preliminary
- Part I Form and Content of Accounts
- Part II [Part II of Schedule 9 to the Companies Act 1985]
- Undertakings to be included in consolidation
- General application of provisions applicable to individual accounts
- Treatment of goodwill
- Minority interests and associated undertakings
- Companies entitled to benefit of exemptions
- Information as to undertaking in which shares held as result of financial assistance operation
- Part III [Part III of Schedule 9 to the Companies Act 1985]
- Part IV [Part IV of Schedule 9 to the Companies Act 1985]
- Loans, quasi-loans and other dealings
- Other transactions, arrangements and agreements
- Recent issues
- Turnover and profitability
- Labour force and wages paid
- Introduction
- Voting rights in an undertaking
- Right to appoint or remove a majority of the directors
- Right to exercise dominant influence
- Rights exercisable only in certain circumstances or temporarily incapable of exercise
- Rights held by one person on behalf of another
- Rights attached to shares held by way of security
- Rights attributed to parent undertaking
- Disregard of certain rights
- Supplementary
- SCHEDULE 10 Amendments Consequential on Part I
- Part I Amendments of the Companies Act 1985
- Part II Amendments of Other Enactments
- Betting, Gaming and Lotteries Act 1963 (c.2)
- Harbours Act 1964 (c.40)
- Coal Industry Act 1971 (c.16)
- Aircraft and Shipbuilding Industries Act 1977 (c.3)
- Crown Agents Act 1979 (c.43)
- British Telecommunications Act 1981 (c.38)
- Transport Act 1981 (c.56)
- Iron and Steel Act 1982 (c.25)
- Oil and Pipelines Act 1985 (c.62)
- Patents, Designs and Marks Act 1986 (c.39)
- Company Directors Disqualification Act 1986 (c.46)
- Financial Services Act 1986 (c.60)
- Banking Act 1987 (c.22)
- Income and Corporation Taxes Act 1988 (c.1)
- Dartford–Thurrock Crossing Act 1988 (c.20)
- Part I Grant and Revocation of Recognition
- Application for recognition of supervisory body
- Grant and refusal of recognition
- Revocation of Recognition
- Part II Requirements for Recognition
- Holding of appropriate qualification
- Auditors to be fit and proper persons
- Professional integrity and independence
- Technical standards
- Procedures for maintaining competence
- Monitoring and enforcement
- Independent monitoring of audits of listed and other major companies
- Membership, eligibility and discipline
- Investigation of complaints
- Independent investigation for disciplinary purposes of public interest cases
- Meeting of claims arising out of audit work
- Register of auditors and other information to be made available
- Taking account of costs of compliance
- Promotion and maintenance of standards
- Part 3 Arrangements in which supervisory bodies are required to participate
- Arrangements for setting standards relating to professional integrity and independence
- Arrangements for setting technical standards
- Arrangements for independent monitoring of audits of listed and other major companies
- Arrangements for independent investigation for disciplinary purposes of public interest cases
- Supplementary: arrangements to operate independently of body
- Supplementary: “funded” arrangements etc.
- Part I Grant and Revocation of Recognition
- Application for recognition of professional qualification
- Grant and refusal of recognition
- Revocation of recognition
- Part II Requirements for Recognition
- Entry requirements
- Course of theoretical instruction
- Sufficient period of professional experience
- Examination
- Practical training
- The body offering the qualification
- Operation of this Schedule
- Status
- Name, members and chairman
- Financial provisions
- Proceedings
- Fees
- Legislative functions
- Report and accounts
- Other supplementary provisions
- SCHEDULE 14 Supervisory and qualifying bodies: Restrictive practices
- Part I Prevention of restrictive practices
- Refusal of recognition on grounds related to competition
- Notification of changes to rules or guidance
- Continuing scrutiny by the Director General of Fair Trading
- Investigatory powers of the Director
- Enforcement
- Publication of Director’s reports
- Powers exercisable by the Secretary of State in consequence of report
- Supplementary provisions
- Part II Consequential Exemptions from Competition Law
- Fair Trading Act 1973 (c. 41)
- The Competition Act 1998
- Competition Act 1980 (c. 21)
- SCHEDULE 15 Charges on Property of Oversea Companies
- SCHEDULE 16 Amendments Consequential on Part IV
- Land Charges Act 1972 (c. 61)
- Companies Act 1985 (c. 6)
- Insolvency Act 1986 (c. 45)
- Company Directors Disqualification Act 1986 (c. 46)
- SCHEDULE 17 Company Contracts, Seals, &c.: Further Provisions
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- SCHEDULE 18 “Subsidiary” and related expressions: consequential amendments and savings
- Coal Industry Nationalisation Act 1946 (c. 59)
- Electricity Act 1947 (c. 54)
- Landlord and Tenant Act 1954 (c. 56)
- Transport Act 1962 (c. 46)
- Harbours Act 1964 (c. 40)
- General Rate Act 1967 (c. 9)
- Transport Act 1968 (c. 73)
- Post Office Act 1969 (c. 48)
- Industry Act 1972 (c. 63)
- Coal Industry Act 1973 (c. 8)
- Industry Act 1975 (c. 68)
- Scottish Development Agency Act 1975 (c. 69)
- Welsh Development Agency Act 1975 (c. 70)
- Restrictive Trade Practices Act 1976 (c. 41)
- Industrial Common Ownership Act 1976 (c. 78)
- Aircraft and Shipbuilding Industries Act 1977 (c. 3)
- Nuclear Industry (Finance) Act 1977 (c. 7)
- Coal Industry Act 1977 (c. 39)
- Shipbuilding (Redundancy Payments) Act 1978 (c. 11)
- Capital Gains Tax Act 1979 (c. 14)
- Crown Agents Act 1979 (c. 43)
- Competition Act 1980 (c. 21)
- British Aerospace Act 1980 (c. 26)
- Local Government, Planning and Land Act 1980 (c. 65)
- British Telecommunications Act 1981 (c. 38)
- Transport Act 1981 (c. 56)
- Value Added Tax Act 1983 (c. 55)
- Telecommunications Act 1984 (c. 12)
- London Regional Transport Act 1984 (c. 32)
- Inheritance Tax Act 1984 (c. 51)
- Ordnance Factories and Military Services Act 1984 (c. 59)
- Companies Act 1985 (c. 6)
- Transport Act 1985 (c. 67)
- Housing Act 1985 (c. 68)
- Housing Associations Act 1985 (c. 69)
- Atomic Energy Authority Act 1986 (c. 3)
- Airports Act 1986 (c. 31)
- Gas Act 1986 (c. 44)
- Building Societies Act 1986 (c. 53)
- Income and Corporation Taxes Act 1988 (c. 1)
- British Steel Act 1988 (c. 35)
- SCHEDULE 19 Minor amendments of the Companies Act 1985
- Correction of cross-reference
- Particulars to be given of directors and secretaries
- Transactions with directors not requiring authorisation
- Time limit for holding extraordinary general meeting convened on members’ requisition
- Removal of restriction on transfer of shares
- Protection of company’s members against unfair prejudice
- Requirements for registration by joint stock companies
- Delivery of documents by oversea companies
- Companies’ registered numbers
- Exemptions from limit of 20 on members of partnership
- Meaning of “officer who is in default”
- Offences committed by partnerships and other unincorporated bodies
- Meaning of “office copy” in Scotland
- Index of defined expressions
- Fraudulent trading by unregistered companies
- SCHEDULE 20 Amendments about mergers and related matters
- Fair Trading Act 1973 (c. 41)
- Competition Act 1980 (c. 21)
- Telecommunications Act 1984 (c. 12)
- Financial Services Act 1986 (c. 60)
- Part I U.K. investment exchanges
- Default Rules
- Content of rules
- Notification to other parties affected
- Application of default rules to designated non-members
- Delegation of functions in connection with default procedures
- Co-operation with other authorities
- Margin
- Part II U.K. clearing houses
- Default rules
- Content of rules
- Notification to other parties affected
- Delegation of functions in connection with default procedures
- Co-operation with other authorities
- Margin
- Part III Overseas investment exchanges and clearing houses
- Introductory
- Recognised investment exchanges and clearing houses
- Market charges
- Supplementary provisions
- Part I General Amendments
- Part II Amendments Relating to Friendly Societies
- SCHEDULE 24 Repeals
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