Companies Act 1948
Companies Act 1948 (1948 c. 38)
- Companies Act 1948 (1948 c. 38)
- PART I Incorporation of Companies and Matters incidental thereto.
- Memorandum of Association.
- 1 Mode of forming incorporated company.
- 2 Requirements with respect to memorandum.
- 3 Stamp and signature of memorandum.
- 4 Restriction on alteration of memorandum.
- 5 Mode in which and extent to which objects of company may be altered.
- Articles of Association.
- 6 Articles prescribing regulations for companies.
- 7 Regulations required in case of unlimited company or company limited by guarantee.
- 8 Adoption and application of Table A.
- 9 Printing, stamp, and signature of articles.
- 10 Alteration of articles by special resolution.
- Form of Memorandum and Articles.
- 11 Statutory forms of memorandum and articles.
- Registration.
- 12 Registration of memorandum and articles.
- 13 Effect of registration.
- 14 Power of company to hold lands.
- 15 Conclusiveness of certificate of incorporation.
- 16 Registration of unlimited company as limited.
- Provisions with respect to Names of Companies.
- 17 Prohibition of registration of companies by undesirable names.
- 18 Change of name.
- 19 Power to dispense with “limited ” in name of charitable and other companies.
- General Provisions with respect to Memorandum and Articles.
- 20 Effect of memorandum and articles.
- 21 Provision as to memorandum and articles of companies limited by guarantee.
- 22 Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.
- 23 Power to alter conditions in memorandum which could have been contained in articles.
- 24 Copies of memorandum and articles to be given to members.
- 25 Issued copies of memorandum to embody alterations.
- Membership of Company.
- 26 Definition of member.
- 27 Membership of holding company.
- Private Companies.
- 28 Meaning of “private company ”.
- 29 Consequences of default in complying with conditions constituting a company a private company.
- 30 Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be private company.
- Reduction of Number of Members below Legal Minimum.
- 31 Members severally liable for debts where business carried on with fewer than seven, or in case of private company two, members.
- Contracts, &c.
- 32 Form or contracts.
- 33 Bills of exchange and promissory notes.
- 34 Execution of deeds abroad.
- 35 Power for company to have official seal for use abroad.
- Authentication of Documents.
- 36 Authentication of documents.
- PART II Share Capital and Debentures.
- Prospectus.
- 37 Dating of prospectus.
- 38 Matters to be stated and reports to be set out in prospectus.
- 39 Exclusion of foregoing section and relaxation of Fourth Schedule in case of certain prospectuses.
- 40 Expert's consent to issue of prospectus containing statement by him.
- 41 Registration of prospectus.
- 42 Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.
- 43 Civil liability for mis-statements in prospectus.
- 44 Criminal liability for mis-statements in prospectus.
- 45 Document containing offer of shares or debentures for sale to be deemed prospectus.
- 46 Interpretation of provisions relating to prospectuses.
- Allotment.
- 47 Prohibition of allotment unless minimum subscription received.
- 48 Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.
- 49 Effect of irregular allotment.
- 50 Applications for, and allotment of, shares and debentures.
- 51 Allotment of shares and debentures to be dealt in on stock exchange.
- 52 Return as to allotments.
- Commissions and Discounts, &c.
- 53 Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c.
- 54 Prohibition of provision of financial assistance by company for purchase of or subscription for its own, or its holding company's, shares.
- Construction of References to offering Shares or Debentures to the Public.
- 55 Construction of references to offering shares or debentures to the public.
- Issue of Shares at Premium and Discount and Redeemable Preference Shares.
- 56 Application of premiums received on issue of shares.
- 57 Power to issue shares at a discount.
- 58 Power to issue redeemable preference shares.
- Miscellaneous Provisions as to Share Capital.
- 59 Power of company to arrange for different amounts being paid on shares.
- 60 Reserve liability of limited company.
- 61 Power of company limited by shares to alter its share capital.
- 62 Notice to registrar of consolidation of share capital, conversion of shares into stock, &c.
- 63 Notice of increase of share capital.
- 64 Power of unlimited company to provide for reserve share capital on re-registration.
- 65 Power of company to pay interest out of capital in certain cases.
- Reduction of Share Capital.
- 66 Special resolution for reduction of share capital.
- 67 Application to court for confirming order, objections by creditors, and settlement of list of objecting creditors.
- 68 Order confirming reduction and powers of court on making such order.
- 69 Registration of order and minute of reduction.
- 70 Liability of members in respect of reduced shares.
- 71 Penalty for concealing name of creditor, &c.
- Variation of Shareholders' Rights.
- 72 Rights of holders of special classes of shares.
- Transfer of Shares and Debentures, Evidence of Title, &c.
- 73 Nature of shares.
- 74 Numbering of shares.
- 75 Transfer not to be registered except on production of instrument of transfer.
- 76 Transfer by personal representative.
- 77 Registration of transfer at request of transferor.
- 78 Notice of refusal to register transfer.
- 79 Certification of transfers.
- 80 Duties of company with respect to issue of certificates.
- 81 Certificate to be evidence of title.
- 82 Evidence of grant of probate.
- 83 Issue and effect of share warrants to bearer.
- 84 Penalty for personation of shareholder.
- 85 Offences in connection with share warrants in Scotland.
- Special Provisions as to Debentures.
- 86 Provisions as to registers of debenture holders.
- 87 Rights of inspection of register of debenture holders and to copies of register and trust deed.
- 88 Liability of trustees for debenture holders.
- 89 Perpetual debentures.
- 90 Power to re-issue redeemed debentures in certain cases.
- 91 Saving, in case of re-issued debentures, of rights of certain mortgagees.
- 92 Specific performance of contracts to subscribe for debentures.
- 93 Validity of debentures to bearer in Scotland.
- 94 Payment of certain debts out of assets subject to floating charge in priority to claims under the charge.
- PART III Registration of Charges.
- Registration of Charges with Registrar of Companies.
- 95 Registration of charges created by companies registered in England.
- 96 Duty of company to register charges created by company.
- 97 Duty of company to register charges existing on property acquired.
- 98 Register of charges to be kept by registrar of companies.
- 99 Endorsement of certificate of registration on debentures.
- 100 Entries of satisfaction and release of property from charge.
- 101 Rectification of register of charges.
- 102 Registration of enforcement of security.
- Provisions as to Company's Register of Charges and as to Copies of Instruments creating Charges.
- 103 Copies of instruments creating charges to be kept by company.
- 104 Company's register of charges.
- 105 Right to inspect copies of instruments creating mortgages and charges and company's register of charges.
- Application of Part III to Companies incorporated outside England.
- 106 Application of Part III to charges created, and property subject to charge acquired, by company incorporated outside England.
- PART IV Management and Administration.
- Registered Office and Name.
- 107 Registered office of company.
- 108 Publication of name by company.
- Restrictions on Commencement of Business.
- 109 Restrictions on commencement of business.
- Register of Members.
- 110 Register of members.
- 111 Index of members.
- 112 Provisions as to entries in register in relation to share warrants.
- 113 Inspection of register and index.
- 114 Consequences of failure to comply with requirements as to register owing to agent's default.
- 115 Power to close register.
- 116 Power of court to rectify register.
- 117 Trusts not to be entered on register in England.
- 118 Register to be evidence.
- Dominion Register.
- 119 Power for company to keep dominion register.
- 120 Regulations as to dominion register.
- 121 Stamp duties in case of shares registered in dominion registers.
- 122 Power to extend provisions as to dominion registers to other countries.
- 123 Provisions as to branch registers of dominion companies kept in the United Kingdom.
- Annual Return.
- 124 Annual return to be made by company having a share capital.
- 125 Annual return to be made by company not having a share capital.
- 126 Time for completion of annual return.
- 127 Documents to be annexed to annual return.
- 128 Certificates to be sent by private company with annual return.
- 129 Exemption, in certain cases, of private companies from requirements of s.127.
- Meetings and Proceedings.
- 130 Statutory meeting and statutory report.
- 131 Annual general meeting.
- 132 Convening of extraordinary general meeting on requisition.
- 133 Length of notice for calling meetings.
- 134 General provisions as to meetings and votes.
- 135 Power of court to order meeting.
- 136 Proxies.
- 137 Right to demand a poll.
- 138 Voting on a poll.
- 139 Representation of corporations at meetings of companies and of creditors.
- 140 Circulation of members' resolutions, &c.
- 141 Extraordinary and special resolutions.
- 142 Resolutions requiring special notice.
- 143 Registration and copies of certain resolutions and agreements.
- 144 Resolutions passed at adjourned meetings.
- 145 Minutes of proceedings of meetings of company and of directors and managers.
- 146 Inspection of minute books.
- Accounts and Audit.
- 147 Keeping of books of account.
- 148 Profit and loss account and balance sheet.
- 149 General provisions as to contents and form of accounts.
- 150 Obligation to lay group accounts before holding company.
- 151 Form of group accounts.
- 152 Contents of group accounts.
- 153 Financial year of holding company and subsidiary.
- 154 Meaning of “holding company ” and “subsidiary ”.
- 155 Signing of balance sheet.
- 156 Accounts and auditors' report to be annexed to balance sheet.
- 157 Directors report to be attached to balance sheet.
- 158 Right to receive copies of balance sheets and auditors' report.
- 159 Appointment and remuneration of auditors.
- 160 Provisions as to resolutions relating to appointment and removal of auditors.
- 161 Disqualifications for appointment as auditor.
- 162 Auditors' report and right of access to books and to attend and be heard at general meetings.
- 163 Construction of references to documents annexed to accounts.
- Inspection.
- 164 Investigation of company's affairs on application of members.
- 165 Investigation of company's affairs in other cases.
- 166 Power of inspectors to carry investigation into affairs of related companies.
- 167 Production of documents, and evidence, on investigation.
- 168 Inspectors' report.
- 169 Proceedings on inspectors' report.
- 170 Expenses of investigation of company's affairs.
- 171 Inspectors' report to be evidence.
- 172 Appointment and powers of inspectors to investigate ownership of company.
- 173 Power to require information as to persons interested in shares or debentures.
- 174 Power to impose restrictions on shares or debentures.
- 175 Saving for solicitors and bankers.
- Directors and other Officers.
- 176 Directors.
- 177 Secretary.
- 178 Prohibition of certain persons being sole director or secretary.
- 179 Avoidance of acts done by person in dual capacity as director and secretary.
- 180 Validity of acts of directors.
- 181 Restrictions on appointment or advertisement of director.
- 182 Share qualifications of directors.
- 183 Appointment of directors to be voted on individually.
- 184 Removal of directors.
- 185 Retirement of directors under age limit.
- 186 Duty of directors to disclose age to company.
- 187 Provisions as to undischarged bankrupts acting as directors.
- 188 Power to restrain fraudulent persons from managing companies.
- 189 Prohibition of tax-free payments to directors.
- 190 Prohibition of loans to directors.
- 191 Approval of company requisite for payment by it to director for loss of office, &c.
- 192 Approval of company requisite for any payment, in connection with transfer of its property, to director for loss of office, &c.
- 193 Duty of director to disclose payment for loss of office, &c, made in connection with transfer of shares in company.
- 194 Provisions supplementary to three foregoing sections.
- 195 Register of directors' shareholdings, &c.
- 196 Particulars in accounts of directors' salaries, pensions, &c.
- 197 Particulars in accounts of loans to officers, &c.
- 198 General duty to make disclosure for purposes of three foregoing sections.
- 199 Disclosure by directors of interests in contracts.
- 200 Register of directors and secretaries.
- 201 Particulars with respect to directors in trade catalogues, circulars, &c.
- 202 Limited company may have directors with unlimited liability.
- 203 Special resolution of limited company making liability of directors unlimited.
- 204 Provisions as to assignment of office by directors.
- Avoidance of Provisions in Articles or Contracts relieving Officers from Liability.
- 205 Provisions as to liability of officers and auditors.
- Arrangements and Reconstructions.
- 206 Power to compromise, with creditors and members.
- 207 Information as to compromises with creditors and members.
- 208 Provisions for facilitating reconstruction and amalgamation of companies.
- 209 Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.
- Minorities.
- 210 Alternative remedy to winding up in cases of oppression.
- PART V Winding Up.
- Modes of Winding Up.
- 211 Modes of winding up.
- Contributories.
- 212 Liability as contributories of present and past members.
- 213 Definition of “contributory ”.
- 214 Nature of liability of contributory.
- 215 Contributories in case of death, of member.
- 216 Contributories in case of bankruptcy of member.
- 217 Provision as to married women.
- Jurisdiction.
- 218 Jurisdiction to wind up companies registered in England.
- 219 Transfer of proceedings from one court to another and statement of case by county court.
- 220 Jurisdiction to wind up companies registered in Scotland.
- 221 Power in Scotland to remit winding up to Lord Ordinary.
- Cases in which Company may be wound up by Court.
- 222 Circumstances in which company may be wound up by court.
- 223 Definition of inability to pay debts.
- Petition for Winding Up and Effects thereof.
- 224 Provisions as to applications for winding up.
- 225 Powers of court on hearing petition.
- 226 Power to stay or restrain proceedings against company.
- 227 Avoidance of dispositions of property, &c, after commencement of winding up.
- 228 Avoidance of attachments, &c, in case of English company, and in case of effects in England of Scottish company.
- Commencement of Winding Up.
- 229 Commencement of winding up by the court.
- Consequences of Winding-up Order.
- 230 Copy of order to be forwarded to registrar.
- 231 Actions stayed on winding-up order.
- 232 Effect of winding-up order.
- Official Receiver in English Winding Up.
- 233 Official receiver in bankruptcy to be official receiver for winding-up purposes.
- 234 Appointment of official receiver by court in certain cases.
- 235 Statement of company's affairs to be submitted to official receiver.
- 236 Report by official receiver.
- Liquidators.
- 237 Power of court to appoint liquidators.
- 238 Appointment and powers of provisional liquidator.
- 239 Appointment, style, &c, of liquidators in England.
- 240 Provisions where person other than official receiver is appointed liquidator.
- 241 Provisions as to liquidators in Scotland.
- 242 General provisions as to liquidators.
- 243 Custody of company's property.
- 244 Vesting of property of company in liquidator.
- 245 Powers of liquidator.
- 246 Exercise and control of liquidator's powers in England.
- 247 Books to be kept by liquidator in England.
- 248 Payments of liquidator in England into bank.
- 249 Audit of liquidator's accounts in England.
- 250 Control of Board of Trade over liquidators in England.
- 251 Release of liquidators in England.
- Committees of Inspection.
- 252 Meetings of creditors and contributories to determine whether committee of inspection shall be appointed.
- 253 Constitution and proceedings of committee of inspection.
- 254 Powers of Board of Trade in England where no committee of inspection.
- 255 Additional powers of committee of inspection in Scotland.
- General Powers of Court in case of Winding up by Court.
- 256 Power to stay winding up.
- 257 Settlement of list of contributories and application of assets.
- 258 Delivery of property to liquidator.
- 259 Payment of debts due by contributory to company and extent to which set-off allowed.
- 260 Power of court to make calls.
- 261 Payment into Bank of moneys due to company.
- 262 Order on contributory conclusive evidence.
- 263 Appointment in England of special manager.
- 264 Power to exclude creditors not proving in time.
- 265 Adjustment of rights of contributories.
- 266 Inspection of books by creditors and contributories.
- 267 Power to order costs of winding up to be paid out of assets.
- 268 Power to summon persons suspected of having property of company, &c.
- 269 Attendance of officers of company at meetings of creditors, &c, in Scotland.
- 270 Power in England to order public examination of promoters and officers.
- 271 Power to arrest absconding contributory.
- 272 Powers of court cumulative.
- 273 Delegation to liquidator of certain powers of court in England.
- 274 Dissolution of company.
- Enforcement of and Appeal from Orders.
- 275 Order for calls on contributories in Scotland.
- 276 Enforcement throughout United Kingdom of orders made in winding up.
- 277 Appeals from orders in Scotland.
- Resolutions for, and Commencement of, Voluntary Winding Up.
- 278 Circumstances in which company may be wound up voluntarily.
- 279 Notice of resolution to wind up voluntarily.
- 280 Commencement of voluntary winding up.
- Consequences of Voluntary Winding Up.
- 281 Effect of voluntary winding up on business and status of company.
- 282 Avoidance of transfers, &c., after commencement of voluntary winding up.
- Declaration of Solvency.
- 283 Statutory declaration of solvency in case of proposal to wind up voluntarily.
- Provisions applicable to a Members' Voluntary Winding Up.
- 284 Provisions applicable to a members' winding up.
- 285 Power of company to appoint and fix remuneration of liquidators.
- 286 Power to fill vacancy in office of liquidator.
- 287 Power of liquidator to accept shares, &c, as consideration for sale of property of company.
- 288 Duty of liquidator to call creditors' meeting in case of insolvency.
- 289 Duty of liquidator to call general meeting at end of each year.
- 290 Final meeting and dissolution.
- 291 Alternative provisions as to annual and final meetings in case of insolvency.
- Provisions applicable to a Creditors' Voluntary Winding Up.
- 292 Provisions applicable to a creditors' winding up.
- 293 Meeting of creditors.
- 294 Appointment of liquidator.
- 295 Appointment of committee of inspection.
- 296 Fixing of liquidators' remuneration and cesser of directors' powers.
- 297 Power to fill vacancy in office of liquidator.
- 298 Application of s.287 to a creditors' voluntary winding up.
- 299 Duty of liquidator to call meetings of company and of creditors at end of each year.
- 300 Final meeting and dissolution.
- Provisions applicable to every Voluntary Winding Up.
- 301 Provisions applicable to every voluntary winding up.
- 302 Distribution of property of company.
- 303 Powers and duties of liquidator in voluntary winding up.
- 304 Power of court to appoint and remove liquidator in voluntary winding up.
- 305 Notice by liquidator of his appointment.
- 306 Arrangement when binding on creditors.
- 307 Power to apply to court to have questions determined or powers exercised.
- 308 Power of court in Scotland to stay proceedings against company.
- 309 Costs of voluntary winding up.
- 310 Saving for rights of creditors and contributories.
- 311 Power to order winding up subject to supervision.
- 312 Effect of petition for winding up subject to supervision.
- 313 Application of ss.227 and 228 to winding up subject to supervision.
- 314 Power of court to appoint or remove liquidators.
- 315 Effect of supervision order.
- Proof and Ranking of Claims.
- 316 Debts of all descriptions may be proved.
- 317 Application of bankruptcy rules in winding up of insolvent English companies.
- 318 Ranking of claims in Scotland.
- 319 Preferential payments.
- Effect of Winding Up on antecedent and other Transactions.
- 320 Fraudulent preference.
- 321 Liabilities and rights of certain fraudulently preferred persons.
- 322 Effect of floating charge.
- 323 Disclaimer of onerous property in case of company wound up in England.
- 324 Liability for rentcharge on company's land after disclaimer.
- 325 Restriction of rights of creditor as to execution or attachment in case of company being wound up in England.
- 326 Duties of sheriff as to goods taken in execution.
- 327 Effect of diligence within 60 days of winding up in case of Scottish company and in case of effects in Scotland of English company.
- Offences antecedent to or in course of Winding Up.
- 328 Offences by officers of companies in liquidation.
- 329 Penalty for falsification of books.
- 330 Frauds by officers of companies which have gone into liquidation.
- 331 Liability where proper accounts not kept.
- 332 Responsibility for fraudulent trading of persons concerned.
- 333 Power of court to assess damages against delinquent directors, &c.
- 334 Prosecution of delinquent officers and members of company.
- Supplementary Provisions as to Winding up.
- 335 Disqualification for appointment as liquidator.
- 336 Corrupt inducement affecting appointment as liquidator.
- 337 Enforcement of duty of liquidator to make returns, &c.
- 338 Notification that a company is in liquidation.
- 339 Exemption of certain documents from stamp duty on winding up of companies.
- 340 Books of company to be evidence.
- 341 Disposal of books and papers of company.
- 342 Information as to pending liquidations.
- 343 Unclaimed assets in England to be paid to Companies Liquidation Account.
- 344 Unclaimed dividends, &c, in Scotland to be lodged in bank.
- 345 Resolutions passed at adjourned meetings of creditors and contributories.
- Supplementary Powers of Court.
- 346 Meetings to ascertain wishes of creditors or contributories.
- 347 Judicial notice of signature of officers.
- 348 Special commission for receiving evidence.
- 349 Court may order examination of persons in Scotland.
- 350 Costs of application for leave to proceed against company being wound up in Scotland.
- 351 Affidavits, &c, in United Kingdom and dominions.
- Provisions as to Dissolution.
- 352 Power of court to declare dissolution of company void.
- 353 Registrar may strike defunct company off register.
- 354 Property of dissolved company to be bona vacantia.
- 355 Power of Crown to disclaim title to property vesting under foregoing section.
- 356 Liability for rentcharge on company's land after dissolution.
- Special Provisions as to Stannaries.
- 357 Attachment of debt due to contributory on winding up in stannaries court.
- 358 Preferential payments in stannaries cases.
- 359 Provisions as to mine club funds.
- Central Accounts.
- 360 Companies Liquidation Account.
- 361 Investment of surplus funds on general account.
- 362 Separate accounts of particular estates.
- Officers.
- 363 Officers and remuneration.
- 364 Returns by officers in English winding up.
- Rules and Fees.
- 365 General rules and fees for winding up.
- PART VI Receivers and Managers.
- 366 Disqualification of body corporate for appointment as receiver.
- 367 Disqualification of undischarged bankrupt from acting as receiver or manager.
- 368 Power in England to appoint official receiver as receiver for debenture holders or creditors.
- 369 Receivers and managers appointed out of court.
- 370 Notification that receiver or manager appointed.
- 371 Power of court to fix remuneration on application of liquidator.
- 372 Provisions as to information where receiver or manager appointed.
- 373 Special provisions as to statement submitted to receiver.
- 374 Delivery to registrar of accounts of receivers and managers.
- 375 Enforcement of duty of receivers and managers to make returns, &c.
- 376 Construction of references to receivers and managers.
- PART VII Application of Act to Companies formed or registered under former Acts.
- 377 Application of Act to companies formed and registered under former Companies Acts.
- 378 Application of Act to companies registered but not formed under former Companies Acts.
- 379 Application of Act to unlimited companies re-registered under former Companies Acts.
- 380 Provisions as to companies registered under the Joint Stock Companies Acts.
- 381 Exclusion of companies registered in Northern Ireland or Eire.
- PART VIII Companies not formed under this Act authorised to register under this Act.
- 382 Companies capable of being registered.
- 383 Definition of joint stock company.
- 384 Requirements for registration by joint stock companies.
- 385 Requirements for registration by other than joint stock companies.
- 386 Authentication of statements of existing companies.
- 387 Registrar may require evidence as to nature of company.
- 388 Change of name for purposes of registration.
- 389 Addition of “limited ” to name.
- 390 Certificate of registration of existing companies.
- 391 Vesting of property on registration.
- 392 Saving for existing liabilities.
- 393 Continuation of existing actions.
- 394 Effect of registration under Part VIII.
- 395 Power to substitute memorandum and articles for deed of settlement.
- 396 Power of court to stay or restrain proceedings.
- 397 Actions stayed on winding-up order.
- PART IX Winding up of Unregistered Companies.
- 398 Meaning of unregistered company.
- 399 Winding up of unregistered companies.
- 400 Oversea companies may be wound up although dissolved.
- 401 Contributories in winding up of unregistered company.
- 402 Power of court to stay or restrain proceedings.
- 403 Actions stayed on winding-up order.
- 404 Provisions of Part IX cumulative.
- 405 Saving for enactments providing for winding up under former Companies Acts.
- PART X Companies incorporated outside Great Britain.
- Provisions as to Establishment of Place of Business in Great Britain.
- 406 Application of ss.407 to 414.
- 407 Documents, &c, to be delivered to registrar by oversea companies carrying on business in Great Britain.
- 408 Power of oversea company to hold lands.
- 409 Return to be delivered to registrar by oversea company where documents, &c., altered.
- 410 Accounts of oversea company.
- 411 Obligation to state name of oversea company, whether limited, and country where incorporated.
- 412 Service on oversea company.
- 413 Office where documents to be filed.
- 414 Penalties.
- 415 Interpretation of ss. 407 to 414.
- 416 Special provisions as to delivery of documents by companies incorporated in Channel Islands or Isle of Man.
- Prospectuses.
- 417 Dating of prospectus and particulars to be contained therein.
- 418 Exclusion of foregoing section and relaxation of Fourth Schedule in case of certain prospectuses.
- 419 Provisions as to expert's consent, and allotment.
- 420 Registration of prospectus.
- 421 Penalty for contravention of four foregoing sections.
- 422 Civil liability for mis-statements in prospectus.
- 423 Interpretation of provisions as to prospectuses.
- PART XI General Provisions as to Registration.
- 424 Registration offices in England and Scotland.
- 425 Fees.
- 426 Inspection, production and evidence of documents kept by registrar.
- 427 Power of registrar in England to direct removal of documents to Public Record Office.
- 428 Enforcement of duty of company to make returns to registrar.
- PART XII Miscellaneous Provisions with respect to Banking and Insurance Companies, and certain Societies, Partnerships and Unregistered Companies.
- Provisions relating to Banking and Insurance Companies.
- 429 Prohibition of banking partnerships with more than ten members.
- 430 On registration of banking company with limited liability, notice to be given to customers.
- 431 Liability of bank of issue unlimited in respect of notes.
- 432 Privileges of banks making annual return.
- 433 Banking and certain other companies to publish periodical statement.
- Prohibition of Partnerships with more than twenty Members.
- 434 Prohibition of partnerships with more than twenty members.
- Application of certain Provisions of this Act to Unregistered Companies.
- 435 Application of certain provisions of this Act to unregistered companies.
- PART XIII General.
- Form of Registers, &c.
- 436 Form of registers, &c.
- Service of Documents.
- 437 Service of documents on a company.
- Offences.
- 438 Penalty for false statements.
- 439 Penalty for improper use of word “limited ”.
- 440 Provision with respect to default fines and meaning of “officer in default ”.
- 441 Production and inspection of books where offence suspected.
- 442 Provisions as to summary proceedings.
- 443 Proceedings on indictment in Scotland against bodies corporate.
- 444 Application of fines.
- 445 Saving as to private prosecutors.
- 446 Saving for privileged communications.
- Legal Proceedings.
- 447 Costs in actions by certain limited companies.
- 448 Power of court to grant relief in certain cases.
- 449 Power to enforce orders.
- 450 Jurisdiction of stannaries court.
- General Provisions as to Board of Trade.
- 451 Annual report by Board of Trade.
- 452 Authentication of documents issued by Board of Trade.
- 453 Orders and certificates of Board to be evidence.
- 454 Power to alter tables and forms.
- Supplemental.
- 455 Interpretation.
- 456 Amendments of other Acts.
- 457 Construction of references in other Acts to subsidiary companies as defined by, and companies registered under, the Companies Act, 1929.
- 458 Effect of provisions of former Companies Acts as to registration of charges on land and keeping books of account.
- 459 Repeal and savings.
- 460 Provisions as to winding-up proceedings commenced before 1st November, 1929.
- 461 Application to Northern Ireland.
- 462 Short title and commencement.
- SCHEDULES.
- FIRST SCHEDULE Tables A, B, C, D and E.
- PART I Regulations for Management of a Company limited by Shares, not being a Private Company.
- Interpretation.
- Share Capital and Variation of Rights.
- Lien.
- Calls on Shares.
- Transfer of Shares.
- Transmission of Shares.
- Forfeiture of Shares.
- Conversion of Shares into Stock.
- Alteration of Capital.
- General Meetings.
- Notice of General Meetings.
- Proceedings at General Meetings.
- Votes of Members.
- Corporations acting by Representatives at Meetings.
- Directors.
- Borrowing Powers.
- Powers and Duties of Directors.
- Disqualification of Directors.
- Rotation of Directors.
- Proceedings of Directors.
- Managing Director.
- Secretary.
- The Seal.
- Dividends and Reserve.
- Accounts.
- Capitalisation of Profits.
- Audit.
- Notices.
- Winding up.
- Indemnity.
- PART II Regulations for the Management of a Private Company limited by Shares.
- TABLE B FORM OF MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES.
- TABLE C FORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND NOT HAVING A SHARE CAPITAL
- Memorandum of Association.
- ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION.
- Interpretation.
- Members.
- General Meetings.
- Notice of General Meetings.
- Proceedings at General Meetings.
- Votes of Members.
- Corporations acting by Representatives at Meetings.
- Directors.
- Borrowing Powers.
- Powers and Duties of Directors.
- Disqualification of Directors.
- Rotation of Directors.
- Proceedings of Directors.
- Secretary.
- The Seal.
- Accounts.
- Audit.
- Notices.
- Names, Addresses and Descriptions of Subscribers.
- TABLE D MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND HAVING A SHARE CAPITAL.
- Memorandum of Association.
- ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION.
- Names, Addresses and Descriptions of Subscribers.
- TABLE E MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY HAVING A SHARE CAPITAL.
- Memorandum of Association.
- ARTICLES OF ASSOCIATION TO ACCOMPANY THE PRECEDING MEMORANDUM OF ASSOCIATION.
- Names, Addresses and Descriptions of Subscribers.
- SECOND SCHEDULE Form of Licence to hold Lands.
- THIRD SCHEDULE Form of Statement in lieu of Prospectus to be delivered to Registrar by a Private Company on becoming a Public Company and Reports to be set out therein.
- PART I Form of Statement and Particulars to be contained therein.
- PART II Reports to be set out.
- PART III Provisions applying to Parts I and II of this Schedule.
- FOURTH SCHEDULE Matters to be specified in Prospectus and Reports to be set out therein.
- PART I Matters to be specified.
- PART II Reports to be set out.
- PART III Provisions applying to Parts I and II of Schedule.
- FIFTH SCHEDULE Form of Statement in lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus or which does not go to Allotment on a Prospectus issued, and Reports to be set out therein.
- PART I Form of Statement and Particulars to be contained therein.
- PART II Reports to be set out.
- PART III Provisions applying to Parts I and II of this Schedule.
- SIXTH SCHEDULE Contents and Form of Annual Return of a Company having a Share Capital.
- PART I Contents.
- PART II Form.
- SEVENTH SCHEDULE Conditions as to Interests in Shares and Debentures of Exempt Private Company.
- Basic Conditions.
- Exceptions for normal Dealings of a business Nature.
- Exceptions for Cases of Death and for family Settlements.
- Exception for Cases of Disability.
- Exception for Trusts for Employees.
- Exception for Shares held by Exempt Private Companies.
- Exception for Banking or Finance Company providing Capital.
- Exceptions for Bankruptcies, Liquidations, etc.
- Meaning of “banking or finance company ”.
- EIGHTH SCHEDULE Accounts.
- Preliminary.
- PART I General Provisions as to Balance Sheet and Profit and Loss Account.
- Balance Sheet.
- Profit and Loss Account.
- PART II Special Provisions where the Company is a Holding or Subsidiary Company.
- Modifications of and Additions to Requirements as to Company's own Accounts.
- Consolidated Accounts of Holding Company and Subsidiaries.
- PART III Exceptions for Special Classes of Company.
- PART IV Interpretation of Schedule.
- NINTH SCHEDULE Matters to be expressly stated in Auditors' Report.
- TENTH SCHEDULE Orders in Course of Winding Up pronounced in Vacation in Scotland.
- PART I Orders which are to be final.
- PART II Orders which are to take effect until Matter disposed of by Inner House.
- ELEVENTH SCHEDULE Provisions of this Act which do not apply in the case of a Winding Up subject to Supervision of the Court.
- TWELFTH SCHEDULE Fees to be paid to the Registrar of Companies.
- PART I Table of Fees.
- PART II Limitations on Operation of Part I.
- THIRTEENTH SCHEDULE Form of Statement to be published by Banking and Insurance Companies and Deposit, Provident or Benefit Societies.
- FOURTEENTH SCHEDULE Provisions of this Act applied to Unregistered Companies.
- FIFTEENTH SCHEDULE Provisions Referred to in Section 438 of this Act.
- SIXTEENTH SCHEDULE Amendments of other Acts.
- The Assurance Companies Acts, 1909 to 1946.
- The Prevention of Fraud (Investments) Act, 1939.
- The Companies Act, 1947.
- SEVENTEENTH SCHEDULE Enactments Repealed.
- PART I General Repeals.
- PART II Provisions of the Companies Act, 1947, repealed except for purposes of section one hundred and fifteen thereof.
- EIGHTEENTH SCHEDULE Enactments Saved.
- AN ACT TO REGULATE JOINT STOCK BANKS IN ENGLAND. (7 & 8 Vict. C. 113, S. 47).
- Existing companies to have the powers of suing and being sued.
- THE JOINT STOCK BANKING COMPANIES ACT, 1857, PART OF S. 12.
- Power to form banking partnerships of ten persons.
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