Companies Act 1985
Companies Act 1985 (1985 c. 6)
- Companies Act 1985 (1985 c. 6)
- Part I Formation and Registration of Companies; Juridical Status and Membership
- Chapter I Company Formation
- Memorandum of association
- 1 Mode of forming incorporated company.
- 2 Requirements with respect to memorandum.
- 3 Forms of memorandum.
- 3A Statement of company’s objects: general commercial company.
- 4 Resolution to alter objects.
- 5 Procedure for objecting to alteration.
- 6 Provisions supplementing ss. 4, 5.
- Articles of association
- 7 Articles prescribing regulations for companies.
- 8 Tables A, C, D and E.
- 8A Table G.
- 9 Alteration of articles by special resolution.
- Registration and its consequences
- 10 Documents to be sent to registrar.
- 11 Minimum authorised capital (public companies).
- 12 Duty of registrar.
- 13 Effect of registration.
- 14 Effect of memorandum and articles.
- 15 Memorandum and articles of company limited by guarantee.
- 16 Effect of alteration on company’s members.
- 17 Conditions in memorandum which could have been in articles.
- 18 Amendments of memorandum or articles to be registered.
- 19 Copies of memorandum and articles to be given to members.
- 20 Issued copy of memorandum to embody alterations.
- 21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- A company’s membership
- 22 Definition of “member”.
- 23 Membership of holding company.
- 24 Minimum membership for carrying on business.
- Chapter II Company Names
- 25 Name as stated in memorandum.
- 26 Prohibition on registration of certain names.
- 27 Alternatives of statutory designations.
- 28 Change of name.
- 29 Regulations about names.
- 30 Exemption from requirement of “limited” as part of the name.
- 31 Provisions applying to company exempt under s. 30.
- 32 Power to require company to abandon misleading name.
- 33 Prohibition on trading under misleading name.
- 34 Penalty for improper use of “limited” or “cyfyngedig”.
- 34A Penalty for improper use of “community interest company” etc.
- Chapter III A Company’s Capacity; Formalities of Carrying on Business
- 35 A company’s capacity not limited by its memorandum.
- 35A Power of directors to bind the company.
- 35B No duty to enquire as to capacity of company or authority of directors.
- 36 Company contracts: England and Wales.
- 36A Execution of documents: England and Wales.
- 36AA Execution of deeds: England and Wales
- 36B Execution of documents by companies.
- 36C Pre-incorporation contracts, deeds and obligations.
- 37 Bills of exchange and promissory notes.
- 38 Execution of deeds abroad.
- 39 Power of company to have official seal for use abroad.
- 40 Official seal for share certificates, etc.
- 41 Authentication of documents.
- 42 Events affecting a company’s status.
- Part II Re-registration as a means of altering a company’s status
- Private company becoming public
- 43 Re-registration of private company as public.
- 44 Consideration for shares recently allotted to be valued.
- 45 Additional requirements relating to share capital.
- 46 Meaning of “unqualified report” in s. 43(3).
- 47 Certificate of re-registration under s. 43.
- 48 Modification for unlimited company re-registering.
- Limited company becoming unlimited
- 49 Re-registration of limited company as unlimited.
- 50 Certificate of re-registration under s. 49.
- Unlimited company becoming limited
- 51 Re-registration of unlimited company as limited.
- 52 Certification of re-registration under s. 51.
- Public company becoming private
- 53 Re-registration of public company as private.
- 54 Litigated objection to resolution under s. 53.
- 55 Certificate of re-registration under s. 53.
- Part III Capital Issues
- Chapter I Issues by Companies Registered, or to be Registered, in Great Britain
- The prospectus
- 56 Matters to be stated, and reports to be set out, in prospectus.
- 57 Attempted evasion of s. 56 to be void.
- 58 Document offering shares etc. for sale deemed a prospectus.
- 59 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 60 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 61 Prospectus containing statement by expert.
- 62 Meaning of “expert”.
- 63 Prospectus to be dated.
- Registration of prospectus
- 64 Registration requirement applicable in all cases.
- 65 Additional requirements in case of prospectus issued generally.
- Liabilities and offences in connection with prospectus
- 66 Directors, etc. exempt from liability in certain cases.
- 67 Compensation for subscribers misled by statement in prospectus.
- 68 Exemption from s. 67 for those acting with propriety.
- 69 Indemnity for innocent director or expert.
- 70 Criminal liability for untrue statements.
- Supplementary
- 71 Interpretation for ss. 56 to 70.
- Chapter II Issues by Companies Incorporated, or to be Incorporated, Outside Great Britain
- 72 Prospectus of oversea company.
- 73 Attempted evasion of s. 72 to be void.
- 74 Prospectus containing statement by expert.
- 75 Restrictions on allotment to be secured in prospectus.
- 76 Stock exchange certificate exempting from compliance with Sch. 3.
- 77 Registration of oversea prospectus before issue.
- 78 Consequences (criminal and civil) of non-compliance with ss. 72-77.
- 79 Supplementary.
- Part IV Allotment of Shares and Debentures
- General provisions as to allotment
- 80 Authority of company required for certain allotments.
- 80A Election by private company as to duration of authority.
- 81 Restriction on public offers by private company.
- 82 Application for, and allotment of, shares and debentures.
- 83 No allotment unless minimum subscription received.
- 84 Allotment where issue not fully subscribed.
- 85 Effect of irregular allotment.
- 86 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 87 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 88 Return as to allotments, etc.
- Pre-emption rights
- 89 Offers to shareholders to be on pre-emptive basis.
- 90 Communication of pre-emption offers to shareholders.
- 91 Exclusion of ss. 89, 90 by private company.
- 92 Consequences of contravening ss. 89, 90.
- 93 Saving for other restrictions as to offers.
- 94 Definitions for ss. 89-96.
- 95 Disapplication of pre-emption rights.
- 96 Saving for company’s pre-emption procedure operative before 1982.
- Commissions and discounts
- 97 Power of company to pay commissions.
- 98 Apart from s. 97, commissions and discounts barred.
- Amount to be paid for shares; the means of payment
- 99 General rules as to payment for shares on allotment.
- 100 Prohibition on allotment of shares at a discount.
- 101 Shares to be allotted as at least one-quarter paid-up.
- 102 Restriction on payment by long-term undertaking.
- 103 Non-cash consideration to be valued before allotment.
- 104 Transfer to public company of non-cash asset in initial period.
- 105 Agreements contravening s. 104.
- 106 Shares issued to subscribers of memorandum.
- 107 Meaning of “the appropriate rate”.
- Valuation provisions
- 108 Valuation and report (s. 103).
- 109 Valuation and report (s. 104).
- 110 Entitlement of valuer to full disclosure.
- 111 Matters to be communicated to registrar.
- Other matters arising out of allotment &c.
- 111A Right to damages, &c. not affected.
- 112 Liability of subsequent holders of shares allotted.
- 113 Relief in respect of certain liabilities under ss. 99 ff.
- 114 Penalty for contravention.
- 115 Undertakings to do work, etc.
- 116 Application of ss. 99 ff to special cases.
- Part V Share Capital, its Increase, Maintenance and Reduction
- Chapter I General Provisions about Share Capital
- 117 Public company share capital requirements.
- 118 The authorised minimum.
- 119 Provision for different amounts to be paid on shares.
- 120 Reserve liability of limited company.
- 121 Alteration of share capital (limited companies).
- 122 Notice to registrar of alteration.
- 123 Notice to registrar of increased share capital.
- 124 Reserve capital of unlimited company.
- Chapter II Class Rights
- 125 Variation of class rights.
- 126 Saving for court’s powers under other provisions.
- 127 Shareholders’ right to object to variation.
- 128 Registration of particulars of special rights.
- 129 Registration of newly created class rights.
- Chapter III Share Premiums
- 130 Application of share premiums.
- 131 Merger relief.
- 132 Relief in respect of group reconstructions.
- 133 Provisions supplementing ss. 131, 132.
- 134 Provision for extending or restricting relief from s. 130.
- Chapter IV Reduction of Share Capital
- 135 Special resolution for reduction of share capital.
- 136 Application to court for order of confirmation.
- 137 Court order confirming reduction.
- 138 Registration of order and minute of reduction.
- 139 Public company reducing capital below authorised minimum.
- 140 Liability of members on reduced shares.
- 141 Penalty for concealing name of creditor, etc.
- Chapter V Maintenance of Capital
- 142 Duty of directors on serious loss of capital.
- 143 General rule against company acquiring own shares.
- 144 Aquisition of shares by company’s nominee.
- 145 Exceptions from s. 144.
- 146 Treatment of shares held by or for public company.
- 147 Matters arising out of compliance with s. 146(2).
- 148 Further provisions supplementing ss. 146, 147.
- 149 Sanctions for non-compliance.
- 150 Charges of public companies on own shares.
- Chapter VI Financial Assistance by a Company for Acquisition of its Own Shares
- Provisions applying to both public and private companies
- 151 Financial assistance generally prohibited.
- 152 Definitions for this Chapter.
- 153 Transactions not prohibited by s. 151.
- 154 Special restriction for public companies.
- Private companies
- 155 Relaxation of s. 151 for private companies.
- 156 Statutory declaration under s. 155.
- 157 Special resolution under s. 155.
- 158 Time for giving financial assistance under s. 155.
- Chapter VII Redeemable Shares; Purchase by a Company of its Own Shares
- Redemption and purchase generally
- 159 Power to issue redeemable shares.
- 159A Terms and manner of redemption.
- 160 Financing etc. of redemption.
- 161 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 162 Power of company to purchase own shares.
- 162A Treasury shares
- 162B Treasury shares: maximum holdings
- 162C Treasury shares: voting and other rights
- 162D Treasury shares: disposal and cancellation
- 162E Treasury shares: mandatory cancellation
- 162F Treasury shares: proceeds of sale
- 162G Treasury shares: penalty for contravention
- 163 Definitions of “off-market” and “market” purchase.
- 164 Authority for off-market purchase.
- 165 Authority for contingent purchase contract.
- 166 Authority for market purchase.
- 167 Assignment or release of company’s right to purchase own shares.
- 168 Payments apart from purchase price to be made out of distributable profits.
- 169 Disclosure by company of purchase of own shares.
- 169A Disclosure by company of cancellation or disposal of treasury shares
- 170 The capital redemption reserve.
- Redemption or purchase of own shares out of capital (private companies only)
- 171 Power of private companies to redeem or purchase own shares out of capital.
- 172 Availability of profits for purposes of s. 171.
- 173 Conditions for payment out of capital.
- 174 Procedure for special resolution under s. 173.
- 175 Publicity for proposed payment out of capital.
- 176 Objections by company’s members or creditors.
- 177 Powers of court on application under s. 176.
- Supplementary
- 178 Effect of company’s failure to redeem or purchase.
- 179 Power for Secretary of State to modify this Chapter.
- 180 Transitional cases arising under this Chapter; and savings.
- 181 Definitions for Chapter VII.
- Chapter VIII Miscellaneous Provisions about Shares and Debentures
- Share and debenture certificates, transfers and warrants
- 182 Nature, transfer and numbering of shares.
- 183 Transfer and registration.
- 184 Certification of transfers.
- 185 Duty of company as to issue of certificates.
- 186 Certificate to be evidence of title.
- 187 Evidence of grant of probate or confirmation as executor.
- 188 Issue and effect of share warrant to bearer.
- 189 Offences in connection with share warrants (Scotland).
- Debentures
- 190 Register of debenture holders.
- 191 Right to inspect register.
- 192 Liability of trustees of debentures.
- 193 Perpetual debentures.
- 194 Power to re-issue redeemed debentures.
- 195 Contract to subscribe for debentures.
- 196 Payment of debts out of assets subject to floating charge (England and Wales).
- 197 Debentures to bearer (Scotland).
- Part VI Disclosure of Interests in Shares
- Individual and group acquisitions
- 198 Obligation of disclosure: the cases in which it may arise and “the relevant time”.
- 199 Interests to be disclosed.
- 200 “Percentage level” in relation to notifiable interests.
- 201 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 202 Particulars to be contained in notification.
- 203 Notification of family and corporate interests.
- 204 Agreement to acquire interests in a particular company.
- 205 Obligation of disclosure arising under s. 204.
- 206 Obligation of persons acting together to keep each other informed.
- 207 Interests in shares by attribution.
- 208 Interests in shares which are to be notified.
- 209 Interests to be disregarded.
- 210 Other provisions about notification under this Part.
- 210A Power to make further provision by regulations.
- Registration and investigation of share acquisitions and disposals
- 211 Register of interests in shares.
- 212 Company investigations.
- 213 Registration of interests disclosed under s. 212.
- 214 Company investigation on requisition by members.
- 215 Company report to members.
- 216 Penalty for failure to provide information.
- 217 Removal of entries from register.
- 218 Otherwise, entries not to be removed.
- 219 Inspection of register and reports.
- Supplementary
- 220 Definitions for Part VI.
- Part VII Accounts and Audit
- Chapter I Provisions Applying to Companies Generally
- Accounting records
- 221 Duty to keep accounting records.
- 222 Where and for how long records to be kept.
- A company’s financial year and accounting reference periods
- 223 A company’s financial year.
- 224 Accounting reference periods and accounting reference date.
- 225 Alteration of accounting reference date.
- Annual accounts
- 226 Duty to prepare individual accounts.
- 226A Companies Act individual accounts
- 226B IAS individual accounts
- 227 Duty to prepare group accounts.
- 227A Companies Act group accounts
- 227B IAS group accounts
- 227C Consistency of accounts
- 228 Exemption for parent companies included in accounts of larger group.
- 228A Exemption for parent companies included in non-EEA group accounts
- 229 Subsidiary undertakings included in the consolidation.
- 230 Treatment of individual profit and loss account where group accounts prepared.
- 231 Disclosure required in notes to accounts:related undertakings.
- 231A Disclosure required in notes to annual accounts: particulars of staff
- 232 Disclosure required in notes to accounts: emoluments and other benefits of directors and others.
- Approval and signing of accounts
- 233 Approval and signing of accounts
- Directors' report
- 234 Duty to prepare directors' report.
- 234ZZA Directors' report: general requirements
- 234ZZB Directors' report: business review
- 234ZA Statement as to disclosure of information to auditors
- 234A Approval and signing of directors’ report.
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 234AA Duty to prepare operating and financial review
- 234AB Approval and signing of operating and financial review
- Quoted companies: directors’ remuneration report
- 234B Duty to prepare directors’ remuneration report
- 234C Approval and signing of directors’ remuneration report
- Auditors’ report
- 235 Auditors’ report.
- 236 Signature of auditors’ report.
- 237 Duties of auditors.
- Publication of accounts and reports
- 238 Persons entitled to receive copies of accounts and reports.
- 238A Time allowed for sending out copies of accounts and reports
- 239 Rights to demand copies of accounts and reports.
- 240 Requirements in connection with publication of accounts.
- Laying and delivering of accounts and reports
- 241 Accounts and reports to be laid before company in general meeting.
- 241A Members’ approval of directors’ remuneration report
- 242 Accounts and reports to be delivered to the registrar.
- 242A Civil penalty for failure to deliver accounts.
- 242B Delivery and publication of accounts in ECUs
- 243 Accounts of subsidiary undertakings to be appended in certain cases.
- 244 Period allowed for laying and delivering accounts and reports.
- Revision of defective accounts and reports
- 245 Voluntary revision of annual accounts or directors’ report.
- 245A Secretary of State’s notice in respect of annual accounts.
- 245B Application to court in respect of defective accounts.
- 245C Other persons authorised to apply to court.
- 245D Disclosure of information held by Inland Revenue to persons authorised to apply to court
- 245E Restrictions on use and further disclosure of information disclosed under section 245D
- 245F Power of authorised persons to require documents, information and explanations
- 245G Restrictions on further disclosure of information obtained under section 245F
- Chapter II Exemptions, Exceptions and Special Provisions
- Small and medium-sized companies and groups
- 246 Special provisions for small companies
- 246A Special provisions for medium-sized companies
- 247 Qualification of company as small or medium-sized.
- 247A Cases in which special provisions do not apply
- 247B Special auditors’ report
- 248 Exemption for small and medium-sized groups.
- 248A Group accounts prepared by small company
- 249 Qualification of group as small or medium-sized.
- Exemptions from audit for certain categories of small company
- 249A Exemptions from audit
- 249AA Dormant companies
- 249B Cases where exemptions not available
- 249C The report required for the purposes of section 249A(2).
- 249D The reporting accountant
- 249E Effect of exemptions
- Dormant companies
- 250 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Listed public companies
- 251 Summary financial statement
- Private companies
- 252 Election to dispense with laying of accounts and reports before general meeting.
- 253 Right of shareholder to require laying of accounts.
- Unlimited companies
- 254 Exemption from requirement to deliver accounts and reports.
- Banking and insurance companies and groups
- 255 Special provisions for banking and insurance companies.
- 255A Special provisions for banking and insurance groups.
- 255B Modification of disclosure requirements in relation to banking company or group.
- 255C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 255D Power to apply provisions to banking partnerships.
- Welsh private companies
- 255E Delivery of accounting documents in Welsh only.
- Chapter III Supplementary Provisions
- Accounting standards
- 256 Accounting standards.
- 256A Reporting standards
- Power to alter accounting requirements
- 257 Power of Secretary of State to alter accounting requirements.
- Parent and subsidiary undertakings
- 258 Parent and subsidiary undertakings.
- Other interpretation provisions
- 259 Meaning of “undertaking” and related expressions.
- 260 Participating interests.
- 261 Notes to the accounts.
- 262 Minor definitions.
- 262A Index of defined expressions.
- Part VIII Distribution of Profits and Assets
- Limits of company’s power of distribution
- 263 Certain distributions prohibited.
- 264 Restriction on distribution of assets.
- 265 Other distributions by investment companies.
- 266 Meaning of “investment company”.
- 267 Extension of ss. 265, 266 to other companies.
- 268 Realised profits of insurance company with long term business.
- 269 Treatment of development costs.
- Relevant accounts
- 270 Distribution to be justified by reference to company’s accounts.
- 271 Requirements for last annual accounts.
- 272 Requirements for interim accounts.
- 273 Requirements for initial accounts.
- 274 Method of applying s. 270 to successive distributions.
- 275 Treatment of assets in the relevant accounts.
- 276 Distributions in kind.
- Supplementary
- 277 Consequences of unlawful distribution.
- 278 Saving for provision in articles operative before Act of 1980.
- 279 Distributions by banking or insurance companies.
- 280 Definitions for Part VIII.
- 281 Saving for other restraints on distribution.
- Part IX A Company’s Management; Directors and Secretaries; their Qualifications, Duties and Responsibilities
- Officers and registered office
- 282 Directors.
- 283 Secretary.
- 284 Acts done by person in dual capacity.
- 285 Validity of acts of directors.
- 286 Qualifications of company secretaries.
- 287 Registered office.
- 288 Register of directors and secretaries.
- 288A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 289 Particulars of directors to be registered under s. 288.
- 290 Particulars of secretaries to be registered under s. 288.
- Provisions governing appointment of directors
- 291 Share qualification of directors.
- 292 Appointment of directors to be voted on individually.
- 293 Age limit for directors.
- 294 Duty of director to disclose his age.
- Disqualification
- 295–299 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 300 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 301, 302. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Removal of directors
- 303 Resolution to remove director.
- 304 Director’s right to protest removal.
- Other provisions about directors and officers
- 305 Directors’ names on company correspondence, etc.
- 306 Limited company may have directors with unlimited liability.
- 307 Special resolution making liability of directors unlimited.
- 308 Assignment of office by directors.
- 309 Directors to have regard to interests of employees.
- 309A Provisions protecting directors from liability
- 309B Qualifying third party indemnity provisions
- 309C Disclosure of qualifying third party indemnity provisions
- 310 Provisions protecting auditors from liability.
- Part X Enforcement of Fair Dealing by Directors
- Restrictions on directors taking financial advantage
- 311 Prohibition on tax-free payments to directors.
- 312 Payment to director for loss of office etc.
- 313 Company approval for property transfer.
- 314 Director’s duty of disclosure on takeover, etc.
- 315 Consequences of non-compliance with s. 314.
- 316 Provisions supplementing ss. 312 to 315.
- 317 Directors to disclose interest in contracts.
- 318 Directors’ service contracts to be open to inspection.
- 319 Director’s contract of employment for more than 5 years.
- 320 Substantial property transactions involving directors, etc.
- 321 Exceptions from s. 320.
- 322 Liabilities arising from contravention of s. 320.
- 322A Invalidity of certain transactions involving directors, etc.
- 322B Contracts with sole members who are directors
- Share dealings by directors and their families
- 323 Prohibition on directors dealing in share options.
- 324 Duty of director to disclose shareholdings in own company.
- 325 Register of directors’ interests notified under s. 324.
- 326 Sanctions for non-compliance.
- 327 Extension of s. 323 to spouses , civil partners and children.
- 328 Extension of s. 324 to spouses , civil partners and children.
- 329 Duty to notify stock exchange of matters notified under preceding sections.
- Restrictions on a company’s power to make loans, etc., to directors and persons connected with them
- 330 General restriction on loans etc. to directors and persons connected with them.
- 331 Definitions for ss. 330 ff.
- 332 Short-term quasi-loans.
- 333 Inter-company loans in same group.
- 334 Loans of small amounts.
- 335 Minor and business transactions.
- 336 Transactions at behest of holding company.
- 337 Funding of director’s expenditure on duty to company.
- 337A Funding of director’s expenditure on defending proceedings
- 338 Loan or quasi-loan by money-lending company.
- 339 “Relevant amounts” for purposes of ss. 334 ff.
- 340 “Value” of transactions and arrangements.
- 341 Civil remedies for breach of s. 330.
- 342 Criminal penalties for breach of s. 330.
- 343 Record of transactions not disclosed in company accounts.
- 344 Exceptions from s. 343.
- Supplementary
- 345 Power to increase financial limits.
- 346 “Connected persons”, etc.
- 347 Transactions under foreign law.
- Part XA Control of political donations
- 347A Introductory provisions.
- 347B Exemptions.
- 347C Prohibition on donations and political expenditure by companies.
- 347D Special rules for subsidiaries.
- 347E Special rule for parent company of non-GB subsidiary undertaking.
- 347F Remedies for breach of prohibitions on company donations etc.
- 347G Remedy for unauthorised donation or expenditure by non-GB subsidiary.
- 347H Exemption of directors from liability in respect of unauthorised donation or expenditure.
- 347I Enforcement of directors’ liabilities by shareholder action.
- 347J Costs of shareholder action.
- 347K Information for purposes of shareholder action.
- Part XI Company administration and procedure
- Chapter I Company Identification
- 348 Company name to appear outside place of business.
- 349 Company’s name to appear in its correspondence, etc.
- 350 Company seal.
- 351 Particulars in correspondence, etc.
- Chapter II Register of Members
- 352 Obligation to keep and enter up register.
- 352A Statement that company has only one member
- 353 Location of register.
- 354 Index of members.
- 355 Entries in register in relation to share warrants.
- 356 Inspection of register and index.
- 357 Non-compliance with ss. 353, 354, 356; agent’s default.
- 358 Power to close register.
- 359 Power of court to rectify register.
- 360 Trusts not to be entered on register in England and Wales.
- 361 Register to be evidence.
- 362 Overseas branch registers.
- Chapter III Annual Return
- 363 Duty to deliver annual returns.
- 364 Contents of annual return: general.
- 364A Contents of annual return: particulars of share capital . . . .
- 364B Contents of annual return: information about shareholders: non-traded companies
- 364C Contents of annual return: information about shareholders: traded companies
- 364D Contents of annual return: information about shareholders: supplementary
- 365 Supplementary provisions: regulations and interpretation.
- Chapter IV Meetings and Resolutions
- Meetings
- 366 Annual general meeting.
- 366A Election by private company to dispense with annual general meetings.
- 367 Secretary of State’s power to call meeting in default.
- 368 Extraordinary general meeting on members’ requisition.
- 369 Length of notice for calling meetings.
- 370 General provisions as to meetings and votes.
- 370A Quorum at meetings of the sole member
- 371 Power of court to order meeting.
- 372 Proxies.
- 373 Right to demand a poll.
- 374 Voting on a poll.
- 375 Representation of corporations at meetings.
- Resolutions
- 376 Circulation of members’ resolutions.
- 377 In certain cases, compliance with s. 376 not required.
- 378 Extraordinary and special resolutions.
- 379 Resolution requiring special notice.
- 379A Elective resolution of private company.
- 380 Registration, etc. of resolutions and agreements.
- 381 Resolution passed at adjourned meeting.
- Written resolutions of private companies
- 381A Written resolutions of private companies.
- 381B Duty to notify auditors of proposed written resolution
- 381C Written resolutions: supplementary provisions.
- Records of proceedings
- 382 Minutes of meetings.
- 382A Recording of written resolutions.
- 382B Recording of decisions by the sole member
- 383 Inspection of minute books.
- Appointment of auditors
- 384 Duty to appoint auditors.
- 385 Appointment at general meeting at which accounts laid.
- 385A Appointment by private company which is not obliged to lay accounts.
- 386 Election by private company to dispense with annual appointment.
- 387 Appointment by Secretary of State in default of appointment by company.
- 388 Filling of casual vacancies.
- 388A Certain companies exempt from obligation to appoint auditors
- 389 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Rights of auditors
- 389A Rights to information.
- 389B Offences relating to the provision of information to auditors
- 390 Right to attend company meetings, &c.
- Remuneration of auditors
- 390A Remuneration of auditors.
- 390B Disclosure of services provided by auditors or associates and related remuneration
- Removal, resignation, &c. of auditors
- 391 Removal of auditors.
- 391A Rights of auditors who are removed or not re-appointed.
- 392 Resignation of auditors.
- 392A Rights of resigning auditors.
- 393 Termination of appointment of auditors not appointed annually.
- 394 Statement by person ceasing to hold office as auditor.
- 394A Offences of failing to comply with s. 394.
- Part XII Registration of Charges
- Chapter I Registration of Charges (England and Wales)
- 395 Certain charges void if not registered.
- 396 Charges which have to be registered.
- 397 Formalities of registration (debentures).
- 398 Verification of charge on property outside United Kingdom.
- 399 Company’s duty to register charges it creates.
- 400 Charges existing on property acquired.
- 401 Register of charges to be kept by registrar of companies.
- 402 Endorsement of certificate on debentures.
- 403 Entries of satisfaction and release.
- 404 Rectification of register of charges.
- 405 Registration of enforcement of security.
- 406 Companies to keep copies of instruments creating charges.
- 407 Company’s register of charges.
- 408 Right to inspect instruments which create charges, etc.
- 409 Charges on property in England and Wales created by oversea company.
- Chapter II Registration of Charges (Scotland)
- 410 Charges void unless registered.
- 411 Charges on property outside United Kingdom.
- 412 Negotiable instrument to secure book debts.
- 413 Charges associated with debentures.
- 414 Charge by way of ex facie absolute disposition, etc.
- 415 Company’s duty to register charges created by it.
- 416 Duty to register charges existing on property acquired.
- 417 Register of charges to be kept by registrar of companies.
- 418 Certificate of registration to be issued.
- 419 Entries of satisfaction and relief.
- 420 Rectification of register.
- 421 Copies of instruments creating charges to be kept by company.
- 422 Company’s register of charges.
- 423 Right to inspect copies of instruments, and company’s register.
- 424 Extension of Chapter II.
- Part XIII Arrangements and Reconstructions
- 425 Power of company to compromise with creditors and members.
- 426 Information as to compromise to be circulated.
- 427 Provisions for facilitating company reconstruction or amalgamation.
- 427A Application of ss. 425–427 to mergers and divisions of public companies.
- Part XIIIA Takeover Offers
- 428 Takeover offers.
- 429 Right of offeror to buy out minority shareholders.
- 430 Effect of notice under s. 429.
- 430A Right of minority shareholder to be bought out by offeror.
- 430B Effect of requirement under s. 430A.
- 430C Applications to the court.
- 430D Joint offers.
- 430E Associates.
- 430F Convertible securities.
- Part XIV Investigation of Companies and Their Affairs; Requisition of Documents
- Appointment and functions of inspectors
- 431 Investigation of a company on its own application or that of its members.
- 432 Other company investigations.
- 433 Inspectors’ powers during investigation.
- 434 Production of documents and evidence to inspectors.
- 435 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 436 Obstruction of inspectors treated as contempt of court.
- 437 Inspectors’ reports.
- 438 Power to bring civil proceedings on company’s behalf.
- 439 Expenses of investigating a company’s affairs.
- 440 Power of Secretary of State to present winding-up petition.
- 441 Inspectors’ report to be evidence.
- Other powers of investigation available to the Secretary of State
- 442 Power to investigate company ownership.
- 443 Provisions applicable on investigation under s. 442.
- 444 Power to obtain information as to those interested in shares, etc.
- 445 Power to impose restrictions on shares and debentures.
- 446 Investigation of share dealings.
- Powers of Secretary of State to give directions to inspectors
- 446A General powers to give directions
- 446B Direction to terminate investigation
- Resignation, removal and replacement of inspectors
- 446C Resignation and revocation of appointment
- 446D Appointment of replacement inspectors
- Power to obtain information from former inspectors etc
- 446E Obtaining information from former inspectors etc
- Requisition and seizure of books and papers
- 447 Power to require documents and information
- 447A Information provided: evidence
- 448 Entry and search of premises.
- 448A Protection in relation to certain disclosures: information provided to Secretary of State
- 449 Provision for security of information obtained.
- 450 Punishment for destroying, mutilating, etc. company documents.
- 451 Punishment for furnishing false information.
- 451A Disclosure of information by Secretary of State or inspector.
- 452 Privileged information.
- 453 Investigation of overseas companies.
- 453A Power to enter and remain on premises
- 453B Power to enter and remain on premises: procedural
- 453C Failure to comply with certain requirements
- 453D Offences by bodies corporate
- Part XV Orders Imposing Restrictions on Shares (Section 445)
- 454 Consequence of order imposing restrictions.
- 455 Punishment for attempted evasion of restrictions.
- 456 Relaxation and removal of restrictions.
- 457 Further provisions on sale by court order of restricted shares.
- Part XVI Fraudulent Trading by a Company
- 458 Punishment for fraudulent trading.
- Part XVII Protection of Company’s Members against Unfair Prejudice
- 459 Order on application of company member.
- 460 Order on application of Secretary of State.
- 461 Provisions as to petitions and orders under this Part.
- Part XVIII Floating Charges and Receivers (Scotland)
- Chapter I Floating Charges
- 462 Power of incorporated company to create floating charge.
- 463 Effect of floating charge on winding up.
- 464 Ranking of floating charges.
- 465 Continued effect of certain charges validated by Act of 1972.
- 466 Alteration of floating charges.
- Chapter II Receivers
- 467–485 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Chapter III General
- 486 Interpretation for Part XVIII generally.
- 487 Extent of Part XVIII.
- Part XIX Receivers and Managers (England and Wales)
- 488–500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Part XX Winding Up of Companies Registered Under this Act or the Former Companies Acts
- Chapters I–V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 501–650 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Chapter VI Matters Arising Subsequent to Winding Up
- 651 Power of court to declare dissolution of company void.
- 652 Registrar may strike defunct company off register.
- 652A Registrar may strike private company off register on application.
- 652B Duties in connection with making application under section 652A.
- 652C Directors’ duties following application under section 652A.
- 652D Sections 652B and 652C: supplementary provisions.
- 652E Sections 652B and 652C: enforcement.
- 652F Other offences connected with section 652A.
- 653 Objection to striking off by person aggrieved.
- 654 Property of dissolved company to be bona vacantia.
- 655 Effect on s. 654 of company’s revival after dissolution.
- 656 Crown disclaimer of property vesting as bona vacantia.
- 657 Effect of Crown disclaimer under s. 656.
- 658 Liability for rentcharge on company’s land after dissolution.
- Chapter VII Miscellaneous Provisions About Winding Up
- 659–662 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 663 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 664 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 665–674 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Part XXII Bodies Corporate Subject, or Becoming Subject, to this Act (Otherwise than by Original Formation Under Part I)
- Chapter I Companies Formed or Registered under Former Companies Acts
- 675 Companies formed and registered under former Companies Acts.
- 676 Companies registered but not formed under former Companies Acts.
- 677 Companies re-registered with altered status under former Companies Acts.
- 678 Companies registered under Joint Stock Companies Acts.
- 679 Northern Ireland and Irish companies.
- Chapter II Companies not Formed under Companies Legislation, but Authorised to Register
- 680 Companies capable of being registered under this Chapter.
- 681 Procedural requirements for registration.
- 682 Change of name on registration.
- 683 Definition of “joint stock company”.
- 684 Requirements for registration by joint stock companies.
- 685 Registration of joint stock company as public company.
- 686 Other requirements for registration.
- 687 Name of company registering.
- 688 Certificate of registration under this Chapter.
- 689 Effect of registration.
- 690 Power to substitute memorandum and articles for deed of settlement.
- Part XXIII Oversea Companies
- Chapter I Registration, Etc.
- 690A Branch registration under the Eleventh Company Law Directive (89/666/EEC).
- 690B Scope of sections 691 and 692.
- 691 Documents to be delivered to registrar.
- 692 Registration of altered particulars.
- 692A Change in registration regime.
- 693 Obligation to state name and other particulars.
- 694 Regulation of oversea companies in respect of their names.
- 694A Service of documents: companies to which section 690A applies.
- 695 Service of documents on oversea company.
- 695A Registrar to whom documents to be delivered: companies to which section 690A applies.
- 696 Office where documents to be filed.
- 697 Penalties for non-compliance.
- 698 Definitions . . ..
- 699 Channel Islands and Isle of Man companies.
- Chapter II Delivery of Accounts and Reports
- 699A Credit and financial institutions to which the Bank Branches Directive (89/117/EEC) applies.
- 699AA Companies to which the Eleventh Company Law Directive applies.
- 699B Scope of sections 700 to 703.
- 700 Preparation of accounts and reports by oversea companies.
- 701 Oversea company’s financial year and accounting reference periods.
- 702 Delivery to registrar of accounts and reports of oversea company.
- 703 Penalty for non-compliance.
- Chapter III Registration of Charges
- 703A Introductory provisions.
- 703B Charges requiring registration.
- 703C The register.
- 703D Company’s duty to deliver particulars of charges for registration.
- 703E Registrar to whom particulars, &c. to be delivered.
- 703F Effect of failure to deliver particulars, late delivery and effect of errors and omissions.
- 703G Delivery of further particulars or memorandum.
- 703H Further provisions with respect to voidness of charges.
- 703I Additional information to be registered.
- 703J Copies of instruments and register to be kept by company.
- 703K Power to make further provision by regulations.
- 703L Provisions as to situation of property.
- 703M Other supplementary provisions.
- 703N Index of defined expressions.
- CHAPTER IV WINDING UP ETC.
- 703O Scope of Chapter.
- 703P Particulars to be delivered to the registrar: winding up.
- 703Q Particulars to be delivered to the registrar: insolvency proceedings etc.
- 703R Penalty for non-compliance
- Part XXIV The Registrar of Companies, His Functions and Offices
- 704 Registration offices.
- 705 Companies’ registered numbers.
- 705A Registration of branches of oversea companies.
- 706 Delivery to the registrar of documents in legible form.
- 707 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 707A The keeping of company records by the registrar.
- 707B Delivery to the registrar using electronic communications
- 708 Fees payable to registrar.
- 709 Inspection, &c. of records kept by the registrar.
- 710 Certificate of incorporation.
- 710A Provision and authentication by registrar of documents in non-legible form.
- 710B Documents relating to Welsh companies.
- 711 Public notice by registrar of receipt and issue of certain documents.
- 711A Exclusion of deemed notice.
- 712 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 713 Enforcement of company’s duty to make returns.
- 714 Registrar’s index of company and corporate names.
- 715 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 715A Interpretation.
- Part XXV Miscellaneous and Supplementary Provisions
- 716 Prohibition of partnerships with more than 20 members.
- 717 Limited partnerships: limit on number of members.
- 718 Unregistered companies.
- 719 Power of company to provide for employees on cessation or transfer of business.
- 720 Certain companies to publish periodical statement.
- 721 Production and inspection of books where offence suspected.
- 722 Form of company registers, etc.
- 723 Use of computers for company records.
- 723A Obligations of company as to inspection of registers, &c.
- 723B Confidentiality orders
- 723C Effect of confidentiality orders
- 723D Construction of sections 723B and 723C
- 723E Sections 723B and 723C: offences
- 723F Regulations under sections 723B to 723E
- 724 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 725 Service of documents.
- 726 Costs and expenses in actions by certain limited companies.
- 727 Power of court to grant relief in certain cases.
- 728 Enforcement of High Court orders.
- 729 Annual report by Secretary of State.
- 730 Punishment of offences.
- 730A Meaning of “officer in default”
- 731 Summary proceedings.
- 732 Prosecution by public authorities.
- 733 Offences by bodies corporate.
- 734 Criminal proceedings against unincorporated bodies.
- Part XXVI Interpretation
- 735 “Company”, etc.
- 735A Relationship of this Act to Insolvency Act.
- 735B Relationship of this Act to Parts IV and V of the Financial Services Act 1986.
- 736 “Subsidiary”, “holding company” and “wholly-owned subsidiary”.
- 736A Provisions supplementing s. 736.
- 736B Power to amend ss. 736 and 736A.
- 737 “Called-up share capital”.
- 738 “Allotment” and “paid up”.
- 739 “Non-cash asset”.
- 740 “Body corporate” and “corporation”.
- 741 “Director” and “shadow director”.
- 742 Expressions used in connection with accounts.
- 742A Meaning of “offer to the public”
- 742B Meaning of “banking company”
- 742C Meaning of “insurance company” and “authorised insurance company”
- 743 “Employees’ share scheme”.
- 743A Meaning of “office copy” in Scotland.
- 744 Expressions used generally in this Act.
- 744A Index of defined expressions.
- Part XXVII Final Provisions
- 745 Northern Ireland.
- 745A. “Bank of England”
- 746 Commencement.
- 747 Citation.
- SCHEDULES
- SCHEDULE 1 Particulars of Directors etc. to be Contained in Statement Under Section 10
- Directors
- Secretaries
- Interpretation
- SCHEDULE 2 Interpretation of References to “Beneficial Interest”
- Part I References in Sections 23, 145, 146 and 148
- Residual interests under pension and employees’ share schemes
- Employer’s charges and other rights of recovery
- Trustee’s right to expenses, remuneration, indemnity, etc.
- Supplementary
- Part II References in Schedule 5
- Resididual interests under pension and employees’ share schemes
- Employer’s charges and other rights of recovery
- Trustee’s right to expenses, remuneration, indemnity, &c.
- Supplementary
- SCHEDULE 3 Mandatory Contents of Prospectus
- Part I Matters to be Stated
- The company’s proprietorship, management and its capital requirement
- Details relating to the offer
- Property acquired or to be acquired by the company
- Commissions, preliminary expenses, etc.
- Contracts
- Auditors
- Interests of directors
- Other matters
- Part II Auditors’ and accountants’ reports to be set out in prospectus
- Auditors’ report
- Accountants’ reports
- Provisions interpreting preceding paragraphs, and modifying them in certain cases
- Part I General Rules and Formats
- Section A General Rules
- Section B The Required Formats for Accounts
- Preliminary
- Balance Sheet Formats
- Balance Sheet Formats
- Profit and loss account formats
- Profit and loss account formats
- Profit and loss account formats
- Profit and loss account formats
- Part II Accounting Principles and Rules
- Section A Accounting Principles
- Preliminary
- Accounting principles
- Departure from the accounting principles
- Section B Historical Cost Accounting Rules
- Preliminary
- Fixed assets
- Rules for determining particular fixed asset items
- Current assets
- Miscellaneous and supplementary provisions
- Section C Alternative Accounting Rules
- Preliminary
- Alternative accounting rules
- Application of the depreciation rules
- Additional information to be provided in case of departure from historical cost accounting rules
- Revaluation reserve
- SECTION D FAIR VALUE ACCOUNTING
- Inclusion of financial instruments at fair value
- Determination of fair value
- Inclusion of hedged items at fair value
- Other assets that may be included at fair value
- Accounting for changes in value
- The fair value reserve
- Part III Notes to the Accounts
- Reserves and dividends
- Information about fair value of assets and liabilities
- Information where investment property and living animals and plants included at fair value
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Dormant companies acting as agents
- Part IV Special Provisions Where Company is a Parent Company or Subsidiary Undertaking
- Dealings with or interests in group undertakings
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Guarantees and other financial commitments in favour of group undertakings
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Part V Special Provisions where the Company is an Investment Company
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Part VII Interpretation of Schedule
- Financial instruments
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Historical cost accounting rules
- Investment property
- Leases
- Listed investments
- Loans
- Materiality
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Provisions
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Scots land tenure
- Staff costs
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 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
- Membership of certain 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
- Parent company’s or group’s membership of certain undertakings
- 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
- Part I Chairman’s and Directors’ Emoluments, Pensions and Compensation for Loss of Office
- CHAPTER 1 PROVISIONS APPLYING TO QUOTED AND UNQUOTED COMPANIES
- Aggregate amount of directors’ emoluments etc.
- Aggregate amount of directors’ emoluments etc.
- CHAPTER 2 PROVISIONS APPLYING ONLY TO UNQUOTED COMPANIES
- Details of highest paid director’s emoluments etc.
- Pensions of directors and past directors
- Excess retirement benefits of directors and past directors
- Compensation to directors for loss of office
- Sums paid to third parties in respect of directors’ services
- Supplementary
- Interpretation
- Supplementary
- Details of chairman’s and directors’ emoluments
- Emoluments waived
- Part II Loans, Quasi-loans and Other Dealings in Favour of Directors
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- The particulars required by this Part
- Excluded transactions
- Interpretation
- Part III Other Transactions, Arrangements and Agreements
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Part I Matters of a General Nature
- Asset values
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Political donations and expenditure
- Charitable donations
- Financial instruments
- Miscellaneous
- Part II Disclosure Required by Company Acquiring its Own Shares, etc.
- Part III Disclosure Concerning Employment, etc, of Disabled Persons
- Part V Employee Involvement
- Policy and practice on payment of creditors
- Part 7 Disclosure required by certain publicly-traded companies
- Review objective
- Other general requirements
- Details of particular matters
- Reference to and explanation of company's accounts
- Compliance with standards
- Application of Schedule to group operating and financial review
- PART 1 INTRODUCTORY
- PART 2 INFORMATION NOT SUBJECT TO AUDIT
- Consideration by the directors of matters relating to directors’ remuneration
- Statement of company’s policy on directors’ remuneration
- Performance Graph
- Service contracts
- PART 3 INFORMATION SUBJECT TO AUDIT
- Amount of each director’s emoluments and compensation in the relevant financial year
- Share options
- Long term incentive schemes
- Pensions
- Excess retirement benefits of directors and past directors
- Compensation for past directors
- Sums paid to third parties in respect of a director’s services
- PART 4 INTERPRETATION AND SUPPLEMENTARY
- Part 1 Specified persons
- Part 2 Specified descriptions of disclosures
- Part 3 Overseas regulatory bodies
- PART I EXEMPTIONS WITH RESPECT TO PREPARATION OF ANNUAL ACCOUNTS OF SMALL COMPANIES
- SECTION A INDIVIDUAL ACCOUNTS
- SECTION B GROUP ACCOUNTS
- SECTION C SUPPLEMENTARY PROVISIONS
- PART II EXEMPTIONS WITH RESPECT TO DIRECTORS’ REPORT
- PART III EXEMPTIONS WITH RESPECT TO DELIVERY OF ACCOUNTS
- Section C Supplementary Provisions
- Other companies exempt from audit
- PART I GENERAL RULES AND FORMATS
- Section A General Rules
- Section B The Required Formats for Accounts
- Preliminary
- Balance Sheet Formats
- Balance Sheet Formats
- ASSETS
- LIABILITIES
- Notes on the balance sheet formats
- Profit and loss account formats
- Profit and loss account formats
- Profit and loss account formats
- A. Charges
- B. Income
- Profit and loss account formats
- A. Charges
- B. Income
- Notes on the profit and loss account formats
- PART II ACCOUNTING PRINCIPLES AND RULES
- Section A Accounting Principles
- Preliminary
- Accounting principles
- Departure from the accounting principles
- Section B Historical Cost Accounting Rules
- Preliminary
- Fixed assets
- Rules for determining particular fixed asset items
- Current assets
- Miscellaneous and supplementary provisions
- Assets included at a fixed amount
- Determination of purchase price or production cost
- Substitution of original stated amount where price or cost unknown
- Section C Alternative Accounting Rules
- Preliminary
- Alternative accounting rules
- Application of the depreciation rules
- Additional information to be provided in case of departure from historical cost accounting rules
- Revaluation reserve
- SECTION D FAIR VALUE ACCOUNTING
- Inclusion of financial instruments at fair value
- Determination of fair value
- Inclusion of hedged items at fair value
- Other assets that may be included at fair value
- Accounting for changes in value
- The fair value reserve
- PART III NOTES TO THE ACCOUNTS
- Preliminary
- Reserves and dividends
- Disclosure of accounting policies
- Information supplementing the balance sheet
- Share capital and debentures
- Fixed assets
- Investments
- Information about fair value of assets and liabilities
- Information where investment property and living animals and plants included at fair value
- Reserves and provisions
- Details of indebtedness
- Guarantees and other financial commitments
- Miscellaneous matters
- Information supplementing the profit and loss account
- Particulars of turnover
- Miscellaneous matters
- General
- Dormant companies acting as agents
- PART IV INTERPRETATION OF SCHEDULE
- Financial instruments
- Historical cost accounting rules
- Investment property
- Listed investments
- Loans
- Materiality
- Provisions
- Staff costs
- PART I BALANCE SHEET FORMATS
- Balance Sheet Formats
- Balance Sheet Formats
- ASSETS
- LIABILITIES
- Notes on the balance sheet formats
- PART II NOTES TO THE ACCOUNTS
- Preliminary
- Disclosure of accounting policies
- Information supplementing the balance sheet
- Fixed assets
- Financial fixed assets
- Details of indebtedness
- General
- Dormant companies acting as agents
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Part I Form and Content of Accounts
- Supplementary provisions
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Exceptions for certain companies
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Part II Accounts of Banking or Insurance Group
- PART I INDIVIDUAL ACCOUNTS
- CHAPTER 1 GENERAL RULES AND FORMATS
- SECTION A GENERAL RULES
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- SECTION B THE REQUIRED FORMATS FOR ACCOUNTS
- Preliminary
- Balance Sheet Format
- Notes on the balance sheet format and memorandum items
- Special rules
- Subordinated assets
- Syndicated loans
- Sale and repurchase transactions
- Sale and option to resell transactions
- Managed funds
- Profit and Loss Account Formats
- FORMAT 1
- Vertical layout
- FORMAT 2
- Horizontal layout
- A. Charges
- Notes on the profit and loss account formats
- CHAPTER II ACCOUNTING PRINCIPLES AND RULES
- SECTION A ACCOUNTING PRINCIPLES
- Accounting principles
- Departure from the accounting principles
- SECTION B VALUATION RULES
- Preliminary
- Fixed assets
- General rules
- Development costs
- Goodwill
- Intangible and tangible fixed assets
- Other fixed assets
- Financial fixed assets
- Current assets
- Miscellaneous and supplementary provisions
- Excess of money owed over value received as an asset item
- Determination of cost
- Substitution of original amount where price or cost unknown
- ALTERNATIVE ACCOUNTING RULES
- Preliminary
- Alternative accounting rules
- Application of the depreciation rules
- Additional information to be provided in case of departure from historical cost accounting rules
- Revaluation reserve
- FAIR VALUE ACCOUNTING
- Inclusion of financial instruments at fair value
- Determination of fair value
- Inclusion of hedged items at fair value
- Other assets that may be included at fair value
- Accounting for changes in value
- The fair value reserve
- ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
- CHAPTER III NOTES TO THE ACCOUNTS
- Preliminary
- General
- Disclosure of accounting policies
- Sums denominated in foreign currencies
- Reserves and dividends
- Information supplementing the balance sheet
- Share capital and debentures
- Fixed assets
- Information about fair value of assets and liabilities
- Information where investment property and living animals and plants included at fair value
- Reserves and provisions
- Provision for taxation
- Maturity analysis
- Debt and other fixed income securities
- Subordinated liabilities
- Fixed cumulative dividends
- Details of assets charged
- Guarantees and other financial commitments
- Memorandum items: Group undertakings
- Transferable securities
- Leasing transactions
- Assets and liabilities denominated in a currency other than sterling (or the currency in which the accounts are drawn up)
- Sundry assets and liabilities
- Unmatured forward transactions
- Miscellaneous matters
- Information supplementing the profit and loss account
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Particulars of tax
- Particulars of income
- Particulars of staff
- Management and agency services
- Subordinated liabilities
- Sundry income and charges
- Miscellaneous matters
- CHAPTER IV INTERPRETATION OF PART I
- General
- Financial instruments
- Loans
- Materiality
- Provisions
- Scots land tenure
- Staff costs
- PART II CONSOLIDATED ACCOUNTS
- Undertakings to be included in consolidation
- Foreign currency translation
- Information as to undertaking in which shares held as a result of financial assistance operation
- PART III ADDITIONAL DISCLOSURE: RELATED UNDERTAKINGS
- Part IV Additional Disclosure: Emoluments and Other Benefits of Directors and Others
- Loans, quasi-loans and other dealings
- Other transactions, arrangements and agreements
- PART I Individual Accounts
- Chapter I General Rules and Formats
- Section A General Rules
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Section B The Required Formats for Accounts
- Preliminary
- Balance Sheet Format
- ASSETS
- LIABILITIES
- Notes on the balance sheet format
- Special rules for balance sheet format
- Additional items
- Managed funds
- Deferred acquisition costs
- Profit and loss account format
- Notes on the profit and loss account format
- Chapter II Accounting Principles and Rules
- Section A Accounting Principles
- Preliminary
- Accounting principles
- Departure from accounting principles
- Valuation
- Section B Current Value Accounting Rules
- Preliminary
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Valuation of assets: general
- Alternative valuation of fixed-income securities
- Meaning of “current value”
- Application of the depreciation rules
- Additional information to be provided
- Revaluation reserve
- VALUATION AT FAIR VALUE
- Inclusion of financial instruments at fair value
- Determination of fair value
- Inclusion of hedged items at fair value
- Other assets that may be included at fair value
- Accounting for changes in value
- The fair value reserve
- Section C Historical Cost Accounting Rules
- Preliminary
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- Valuation of assets
- General rules
- Development costs
- Goodwill
- Miscellaneous and supplemental
- Excess of money owed over value received as an asset item
- Assets included at a fixed amount
- Determination of cost
- Substitution of original amount where price or cost unknown
- Section D Rules for Determining Provisions
- Preliminary
- Technical provisions
- Provision for unearned premiums
- Provision for unexpired risks
- Long term business provision
- Provisions for claims outstanding
- General business
- Long term business
- Equalisation reserves
- Accounting on a non-annual basis
- Chapter iii Notes to the Accounts
- Preliminary
- General
- Disclosure of accounting policies
- Sums denominated in foreign currencies
- Reserves and dividends
- Information supplementing the balance sheet
- Share capital and debentures
- Assets
- Investments
- Information about fair value of assets and liabilities
- Information where investment property and living animals and plants included at fair value
- Reserves and provisions
- Provision for taxation
- Details of indebtedness
- Guarantees and other financial commitments
- . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Miscellaneous matters
- Information supplementing the profit and loss account
- Separate statement of certain items of income and expenditure
- Particulars of tax
- Particulars of business
- Commissions
- Particulars of staff
- Miscellaneous matters
- Chapter IV Interpretation of Part I
- General
- Financial instruments
- Loans
- Materiality
- Provisions
- Scots land tenure
- Staff costs
- Part II Consolidated Accounts
- Schedule 4A to apply Part I of this Schedule with modifications
- Modifications of Part I of this Schedule for purposes of paragraph 1
- 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
- Modifications where accounts prepared in accordance with special provisions for banking companies
- Modifications where accounts prepared in accordance with special provisions for insurance companies
- SCHEDULE 12 . . .
- SCHEDULE 13 Provisions Supplementing and Interpreting Sections 324 to 328
- Part I Countries and Territories in Which Overseas Branch Register May be Kept
- Part II General Provisions With Respect to Overseas Branch Registers
- Part III Provisions for Branch Registers of Oversea Companies to be Kept in Great Britain
- SCHEDULE 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Part I Exceptions
- Part II Adaptation of Procedural Requirements
- Introductory
- Section 95 (disapplication of pre-emption rights)
- Section 155 (financial assistance for purchase of company’s own shares or those of holding company)
- Sections 164, 165 and 167 (authority for off-market purchase or contingent purchase contract of company’s own shares)
- Section 173 (approval for payment out of capital)
- Section 319 (approval of director’s service contract)
- Section 337 (funding of director’s expenditure in performing his duties)
- Meeting of transferee company
- Draft terms of merger
- Documents and information to be made available
- Directors’ report
- Expert’s report
- Inspection of documents
- Transferor company holding its own shares
- Securities other than shares to which special rights are attached
- Date and consequences of the compromise or arrangement
- Exceptions
- Transferee company or companies holding shares in the transferor company
- Liability of transferee companies for the default of another
- SCHEDULE 15C Specified persons
- SCHEDULE 15D Disclosures
- SCHEDULE 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- SCHEDULES 17–19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Part I . . .
- Part II Crown Disclaimer under section 656
- Interpretation
- Vesting of property
- Existing liabilities
- Pending actions at law
- The company’s constitution
- Capital structure
- Supplementary
- Duty to register
- Particulars required
- Documents required
- Alterations
- Part I Institutions required to prepare accounts under parent law
- Scope of Part and Interpretation
- Duty to deliver copies in Great Britain
- Registrar to whom documents to be delivered
- Penalty for non-compliance
- Interpretation
- PART II INSTITUTIONS NOT REQUIRED TO PREPARE ACCOUNTS UNDER PARENT LAW
- Scope of Part and Interpretation
- Preparation of accounts and reports
- Duty to deliver accounts and reports
- Time for delivery
- Registrar to whom documents to be delivered
- Penalty for non-compliance
- PART I COMPANIES REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW
- Scope of Part
- Duty to deliver copies in Great Britain
- Time for delivery
- Penalty for non-compliance
- Interpretation
- PART II COMPANIES NOT REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW
- Scope of Part
- Preparation of accounts and reports
- Duty to deliver accounts and reports
- Time for delivery
- Penalty for non-compliance
- Relief from section 56 in respect of group reconstructions.
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