Companies Act 2006
Companies Act 2006 (2006 c. 46)
- Companies Act 2006 (2006 c. 46)
- Part 1 General introductory provisions
- Companies and Companies Acts
- 1 Companies
- 2 The Companies Acts
- Types of company
- 3 Limited and unlimited companies
- 4 Private and public companies
- 5 Companies limited by guarantee and having share capital
- 6 Community interest companies
- Part 2 Company formation
- General
- 7 Method of forming company
- 8 Memorandum of association
- Requirements for registration
- 9 Registration documents
- 9A Required information about the subscribers
- 10 Statement of capital and initial shareholdings
- 11 Statement of guarantee
- 12 Statement of proposed officers
- 12A Statement of initial significant control
- 12B Option to provide ID verification information about PSCs
- 13 Statement of compliance
- Registration and its effect
- 14 Registration
- 15 Issue of certificate of incorporation
- 16 Effect of registration
- Part 3 A company's constitution
- Chapter 1 Introductory
- 17 A company's constitution
- Chapter 2 Articles of association
- General
- 18 Articles of association
- 19 Power of Secretary of State to prescribe model articles
- 20 Default application of model articles
- Alteration of articles
- 21 Amendment of articles
- 22 Entrenched provisions of the articles
- 23 Notice to registrar of existence of restriction on amendment of articles
- 24 Statement of compliance where amendment of articles restricted
- 25 Effect of alteration of articles on company's members
- 26 Registrar to be sent copy of amended articles
- 27 Registrar's notice to comply in case of failure with respect to amended articles
- Supplementary
- 28 Existing companies: provisions of memorandum treated as provisions of articles
- Chapter 3 Resolutions and agreements affecting a company's constitution
- 29 Resolutions and agreements affecting a company's constitution
- 30 Copies of resolutions or agreements to be forwarded to registrar
- Chapter 4 Miscellaneous and supplementary provisions
- Statement of company's objects
- 31 Statement of company's objects
- Other provisions with respect to a company's constitution
- 32 Constitutional documents to be provided to members
- 33 Effect of company's constitution
- 34 Notice to registrar where company's constitution altered by enactment
- 35 Notice to registrar where company's constitution altered by order
- 36 Documents to be incorporated in or accompany copies of articles issued by company
- Supplementary provisions
- 37 Right to participate in profits otherwise than as member void
- 38 Application to single member companies of enactments and rules of law
- Part 4 A company's capacity and related matters
- Capacity of company and power of directors to bind it
- 39 A company's capacity
- 40 Power of directors to bind the company
- 41 Constitutional limitations: transactions involving directors or their associates
- 42 Constitutional limitations: companies that are charities
- Formalities of doing business under the law of England and Wales or Northern Ireland
- 43 Company contracts
- 44 Execution of documents
- 45 Common seal
- 46 Execution of deeds
- 47 Execution of deeds or other documents by attorney
- Formalities of doing business under the law of Scotland
- 48 Execution of documents by companies
- Other matters
- 49 Official seal for use abroad
- 50 Official seal for share certificates etc
- 51 Pre-incorporation contracts, deeds and obligations
- 52 Bills of exchange and promissory notes
- Part 5 A company's name
- Chapter 1 General requirements
- Prohibited names
- 53 Prohibited names
- 53A Names for criminal purposes
- Sensitive words and expressions
- 54 Names suggesting connection with government or public authority
- 55 Other sensitive words or expressions
- 56 Duty to seek comments of government department or other specified body
- 56A Names suggesting connection with foreign governments etc
- Permitted characters etc
- 57 Permitted characters etc
- Computer code
- 57A Names containing computer code
- Prohibitions where a company has been required to change a name
- 57B Prohibition on re-registering name following direction
- 57C Name that another company has been directed to change
- Chapter 2 Indications of company type or legal form
- Required indications for limited companies
- 58 Public limited companies
- 59 Private limited companies
- 60 Exemption from requirement as to use of “limited”
- 61 Continuation of existing exemption: companies limited by shares
- 62 Continuation of existing exemption: companies limited by guarantee
- 63 Exempt company: restriction on amendment of articles
- 64 Power to direct change of name in case of company ceasing to be entitled to exemption
- Inappropriate use of indications of company type or legal form
- 65 Inappropriate use of indications of company type or legal form
- Chapter 3 Similarity to other names
- Similarity to other name on registrar's index
- 66 Name not to be the same as another in the index
- 67 Power to direct change of name in case of similarity to existing name
- 68 Direction to change name: supplementary provisions
- Similarity to other name in which person has goodwill
- 69 Objection to company's registered name
- 70 Company names adjudicators
- 71 Procedural rules
- 72 Decision of adjudicator to be made available to public
- 73 Order requiring name to be changed
- 74 Appeal from adjudicator's decision
- Chapter 4 Other powers of the Secretary of State and the registrar
- Provision of misleading information
- 75 Provision of misleading information etc
- Misleading indication of activities and names used for criminal purposes
- 76 Misleading indication of activities
- 76A Power to direct change of name used for criminal purposes
- Direction to change name wrongly registered
- 76B Direction to change name wrongly registered
- Registrar’s powers to change names
- 76C Registrar’s power to change name containing computer code
- 76D Registrar’s power to change name for failure to comply with direction
- CHAPTER 4A Exceptions
- 76E Exceptions based on national security etc
- Chapter 5 Change of name
- 77 Change of name
- 78 Change of name by special resolution
- 79 Change of name by means provided for in company's articles
- 80 Change of name: registration and issue of new certificate of incorporation
- 81 Change of name: effect
- Chapter 6 Trading disclosures
- 82 Requirement to disclose company name etc
- 83 Civil consequences of failure to make required disclosure
- 84 Criminal consequences of failure to make required disclosures
- 85 Minor variations in form of name to be left out of account
- Part 6 A company's registered office and email address
- General
- 86 Duty to ensure registered office at appropriate address
- 87 Change of address of registered office
- Welsh companies
- 88 Welsh companies
- Registered email address
- 88A Duty to maintain a registered email address
- 88B Change of registered email address
- Part 7 Re-registration as a means of altering a company's status
- Introductory
- 89 Alteration of status by re-registration
- Private company becoming public
- 90 Re-registration of private company as public
- 91 Requirements as to share capital
- 92 Requirements as to net assets
- 93 Recent allotment of shares for non-cash consideration
- 94 Application and accompanying documents
- 95 Statement of proposed secretary
- 96 Issue of certificate of incorporation on re-registration
- Public company becoming private
- 97 Re-registration of public company as private limited company
- 98 Application to court to cancel resolution
- 99 Notice to registrar of court application or order
- 100 Application and accompanying documents
- 101 Issue of certificate of incorporation on re-registration
- Private limited company becoming unlimited
- 102 Re-registration of private limited company as unlimited
- 103 Application and accompanying documents
- 104 Issue of certificate of incorporation on re-registration
- Unlimited private company becoming limited
- 105 Re-registration of unlimited company as limited
- 106 Application and accompanying documents
- 107 Issue of certificate of incorporation on re-registration
- 108 Statement of capital required where company already has share capital
- Public company becoming private and unlimited
- 109 Re-registration of public company as private and unlimited
- 110 Application and accompanying documents
- 111 Issue of certificate of incorporation on re-registration
- Part 8 A company's members
- Chapter 1 The members of a company
- 112 The members of a company
- Chapter 2 Register of members
- General Duty to keep register
- 112A Alternative method of record-keeping
- 113 Register of members
- 113A Required information about members: individuals
- 113B Required information about members: corporate members and firms
- 113C Power to amend the required information
- 113D Duty on new members to notify required information
- 113E Duty on member to notify changes to required information
- 113F Power for company to require information from members
- 113G Failure to comply with section 113D, 113E or 113F
- 113H Basic false statement offences in connection with sections 113D to 113F
- 113I Aggravated false statement offences in connection with sections 113D to 113F
- Duty to keep index of members
- 113J Index of members
- Inspection etc of register and index of members
- 114 Register to be kept available for inspection
- 115 Index of members
- 116 Rights to inspect and require copies
- 117 Register of members: response to request for inspection or copy
- 118 Register of members: refusal of inspection or default in providing copy
- 119 Register of members: offences in connection with request for or disclosure of information
- 120 Information as to state of register and index
- 120A Power to make regulations protecting material
- 120B Offence of failing to comply with regulations under section 120A
- Removal of entries from register of members
- 121 Removal of entries relating to former members
- Special cases
- 122 Share warrants
- 123 Single member companies
- 124 Company holding its own shares as treasury shares
- Supplementary
- 125 Power of court to rectify register
- 126 Trusts not to be entered on register
- 127 Register to be evidence
- 128 Time limit for claims arising from entry in register
- 128ZA Transitional provision where information kept on central register
- CHAPTER 2A Option to keep information on central register
- 128A Introduction
- 128B Right to make an election
- 128C Effective date of election
- 128D Effect of election on obligations under Chapter 2
- 128E Duty to notify registrar of changes
- 128F Information as to state of central register
- 128G Power of court to order company to remedy default or delay
- 128H Central register to be evidence
- 128I Time limits for claims arising from delivery to registrar
- 128J Withdrawing the election
- 128K Power to extend option to public companies
- Chapter 3 Overseas branch registers
- 129 Overseas branch registers
- 130 Notice of opening of overseas branch register
- 131 Keeping of overseas branch register
- 132 Register or duplicate to be kept available for inspection in UK
- 133 Transactions in shares registered in overseas branch register
- 134 Jurisdiction of local courts
- 135 Discontinuance of overseas branch register
- Chapter 4 Prohibition on subsidiary being member of its holding company
- General prohibition
- 136 Prohibition on subsidiary being a member of its holding company
- 137 Shares acquired before prohibition became applicable
- Subsidiary acting as personal representative or trustee
- 138 Subsidiary acting as personal representative or trustee
- 139 Interests to be disregarded: residual interest under pension scheme or employees' share scheme
- 140 Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme
- Subsidiary acting as dealer in securities
- 141 Subsidiary acting as authorised dealer in securities
- 142 Protection of third parties in other cases where subsidiary acting as dealer in securities
- Supplementary
- 143 Application of provisions to companies not limited by shares
- 144 Application of provisions to nominees
- Part 9 Exercise of members' rights
- Effect of provisions in company's articles
- 145 Effect of provisions of articles as to enjoyment or exercise of members' rights
- Information rights
- 146 Traded companies: nomination of persons to enjoy information rights
- 147 Information rights: form in which copies to be provided
- 148 Termination or suspension of nomination
- 149 Information as to possible rights in relation to voting
- 150 Information rights: status of rights
- 151 Information rights: power to amend
- Exercise of rights where shares held on behalf of others
- 152 Exercise of rights where shares held on behalf of others: exercise in different ways
- 153 Exercise of rights where shares held on behalf of others: members' requests
- Part 10 A company's directors
- Chapter 1 Appointment and removal of directors
- Requirement to have directors
- 154 Companies required to have directors
- 155 Companies required to have at least one director who is a natural person
- 156 Direction requiring company to make appointment
- Appointment
- 156A Each director to be a natural person
- 156B Power to provide for exceptions from requirement that each director be a natural person
- 156C Existing director who is not a natural person
- 157 Minimum age for appointment as director
- 158 Power to provide for exceptions from minimum age requirement
- 159. Existing under-age directors
- 159A Disqualified person not to be appointed as director
- 160 Appointment of directors of public company to be voted on individually
- 161 Validity of acts of directors
- ...
- 161A Alternative method of record-keeping
- 162 Register of directors
- 163 Particulars of directors to be registered: individuals
- 164 Particulars of directors to be registered: corporate directors and firms
- 165 Register of directors' residential addresses
- 166 Particulars of directors to be registered: power to make regulations
- 167 Duty to notify registrar of changes
- Option to keep information on the central register
- 167A Right to make an election
- 167B Effective date of election
- 167C Effect of election on obligations under sections 162 to 167
- 167D Duty to notify registrar of changes
- 167E Withdrawing the election
- 167F Power to extend option to public companies
- Notification of information about directors
- 167G Duty to notify registrar of change in directors
- 167H Duty to notify registrar of changes of information
- 167I Notification of changes occurring before company’s incorporation
- 167J Required information about a director: individuals
- 167K Required information about a director: corporate directors and firms
- 167L Directors: offence of failure to notify of changes
- Directors: duties relating to ID verification and notification
- 167M Prohibition on director acting unless ID verified
- 167N Prohibition on acting unless directorship notified
- Removal
- 168 Resolution to remove director
- 169 Director's right to protest against removal
- 169A Removal from office of disqualified directors
- Chapter 2 General duties of directors
- Introductory
- 170 Scope and nature of general duties
- The general duties
- 171 Duty to act within powers
- 172 Duty to promote the success of the company
- 173 Duty to exercise independent judgment
- 174 Duty to exercise reasonable care, skill and diligence
- 175 Duty to avoid conflicts of interest
- 176 Duty not to accept benefits from third parties
- 177 Duty to declare interest in proposed transaction or arrangement
- Supplementary provisions
- 178 Civil consequences of breach of general duties
- 179 Cases within more than one of the general duties
- 180 Consent, approval or authorisation by members
- 181 Modification of provisions in relation to charitable companies
- Chapter 3 Declaration of interest in existing transaction or arrangement
- 182 Declaration of interest in existing transaction or arrangement
- 183 Offence of failure to declare interest
- 184 Declaration made by notice in writing
- 185 General notice treated as sufficient declaration
- 186 Declaration of interest in case of company with sole director
- 187 Declaration of interest in existing transaction by shadow director
- Chapter 4 Transactions with directors requiring approval of members
- Service contracts
- 188 Directors' long-term service contracts: requirement of members' approval
- 189 Directors' long-term service contracts: civil consequences of contravention
- Substantial property transactions
- 190 Substantial property transactions: requirement of members' approval
- 191 Meaning of “substantial”
- 192 Exception for transactions with members or other group companies
- 193 Exception in case of company in winding up or administration
- 194 Exception for transactions on recognised investment exchange
- 195 Property transactions: civil consequences of contravention
- 196 Property transactions: effect of subsequent affirmation
- Loans, quasi-loans and credit transactions
- 197 Loans to directors: requirement of members' approval
- 198 Quasi-loans to directors: requirement of members' approval
- 199 Meaning of “quasi-loan” and related expressions
- 200 Loans or quasi-loans to persons connected with directors: requirement of members' approval
- 201 Credit transactions: requirement of members' approval
- 202 Meaning of “credit transaction”
- 203 Related arrangements: requirement of members' approval
- 204 Exception for expenditure on company business
- 205 Exception for expenditure on defending proceedings etc
- 206 Exception for expenditure in connection with regulatory action or investigation
- 207 Exceptions for minor and business transactions
- 208 Exceptions for intra-group transactions
- 209 Exceptions for money-lending companies
- 210 Other relevant transactions or arrangements
- 211 The value of transactions and arrangements
- 212 The person for whom a transaction or arrangement is entered into
- 213 Loans etc: civil consequences of contravention
- 214 Loans etc: effect of subsequent affirmation
- Payments for loss of office
- 215 Payments for loss of office
- 216 Amounts taken to be payments for loss of office
- 217 Payment by company: requirement of members' approval
- 218 Payment in connection with transfer of undertaking etc: requirement of members' approval
- 219 Payment in connection with share transfer: requirement of members' approval
- 220 Exception for payments in discharge of legal obligations etc
- 221 Exception for small payments
- 222 Payments made without approval: civil consequences
- Supplementary
- 223 Transactions requiring members' approval: application of provisions to shadow directors
- 224 Approval by written resolution: accidental failure to send memorandum
- 225 Cases where approval is required under more than one provision
- 226 Requirement of consent of Charity Commission: companies that are charities
- CHAPTER 4A Directors of quoted companies ...: special provision
- Interpretation
- 226A Key definitions
- Restrictions relating to remuneration or loss of office payments
- 226B Remuneration payments
- 226C Loss of office payments
- 226D Sections 226B and 226C: supplementary
- Supplementary
- 226E Payments made without approval: civil consequences
- 226F Relationship with requirements under Chapter 4
- Chapter 5 Directors' service contracts
- 227 Directors' service contracts
- 228 Copy of contract or memorandum of terms to be available for inspection
- 229 Right of member to inspect and request copy
- 230 Directors' service contracts: application of provisions to shadow directors
- Chapter 6 Contracts with sole members who are directors
- 231 Contract with sole member who is also a director
- Chapter 7 Directors' liabilities
- Provision protecting directors from liability
- 232 Provisions protecting directors from liability
- 233 Provision of insurance
- 234 Qualifying third party indemnity provision
- 235 Qualifying pension scheme indemnity provision
- 236 Qualifying indemnity provision to be disclosed in directors' report
- 237 Copy of qualifying indemnity provision to be available for inspection
- 238 Right of member to inspect and request copy
- Ratification of acts giving rise to liability
- 239 Ratification of acts of directors
- Chapter 8 Directors' residential addresses: protection from disclosure
- 240 Protected information
- 241 Protected information: restriction on use or disclosure by company
- 242 Protected information: restriction on ... disclosure by registrar
- 243 Permitted ... disclosure by the registrar
- 244 Disclosure under court order
- 245 Circumstances in which registrar may put address on the public record
- 246 Putting the address on the public record
- Chapter 9 Supplementary provisions
- Provision for employees on cessation or transfer of business
- 247 Power to make provision for employees on cessation or transfer of business
- Records of meetings of directors
- 248 Minutes of directors' meetings
- 249 Minutes as evidence
- Meaning of “director” and “shadow director”
- 250 “Director”
- 251 “Shadow director”
- Other definitions
- 252 Persons connected with a director
- 253 Members of a director's family
- 254 Director “connected with” a body corporate
- 255 Director “controlling” a body corporate
- 256 Associated bodies corporate
- 257 References to company's constitution
- General
- 258 Power to increase financial limits
- 259 Transactions under foreign law
- Part 11 Derivative claims and proceedings by members
- Chapter 1 Derivative claims in England and Wales or Northern Ireland
- 260 Derivative claims
- 261 Application for permission to continue derivative claim
- 262 Application for permission to continue claim as a derivative claim
- 263 Whether permission to be given
- 264 Application for permission to continue derivative claim brought by another member
- Chapter 2 Derivative proceedings in Scotland
- 265 Derivative proceedings
- 266 Requirement for leave and notice
- 267 Application to continue proceedings as derivative proceedings
- 268 Granting of leave
- 269 Application by member to be substituted for member pursuing derivative proceedings
- Part 12 Company secretaries
- Private companies
- 270 Private company not required to have secretary
- Public companies
- 271 Public company required to have secretary
- 272 Direction requiring public company to appoint secretary
- 273 Qualifications of secretaries of public companies
- Provisions applying to private companies with a secretary and to public companies
- 274 Discharge of functions where office vacant or secretary unable to act
- 274A Alternative method of record-keeping
- 275 Duty to keep register of secretaries
- 276 Duty to notify registrar of changes
- 277 Particulars of secretaries to be registered: individuals
- 278 Particulars of secretaries to be registered: corporate secretaries and firms
- 279 Particulars of secretaries to be registered: power to make regulations
- ...
- 279A Right to make an election
- 279B Effective date of election
- 279C Effect of election on obligations under sections 275 and 276
- 279D Duty to notify registrar of changes
- 279E Withdrawing the election
- 279F Power to extend option to public companies
- Notification of information about secretaries
- 279G Duty to notify registrar of change in secretary or joint secretary
- 279H Duty to notify registrar of changes of information
- 279I Notification of changes occurring before company’s incorporation
- 279J Required information about a secretary etc: individuals
- 279K Required information about a secretary etc: corporate secretaries and firms
- 279L Firms all of whose partners are joint secretaries
- 279M Secretary or joint secretary: offence of failure to notify of changes
- Person acting in dual capacity
- 280 Acts done by person in dual capacity
- Part 13 Resolutions and meetings
- Chapter 1 General provisions about resolutions
- 281 Resolutions
- 282 Ordinary resolutions
- 283 Special resolutions
- 284 Votes: general rules
- 285 Voting by proxy
- 285A Voting rights on poll or written resolution
- 286 Votes of joint holders of shares
- 287 Saving for provisions of articles as to determination of entitlement to vote
- Chapter 2 Written resolutions
- General provisions about written resolutions
- 288 Written resolutions of private companies
- 289 Eligible members
- Circulation of written resolutions
- 290 Circulation date
- 291 Circulation of written resolutions proposed by directors
- 292 Members' power to require circulation of written resolution
- 293 Circulation of written resolution proposed by members
- 294 Expenses of circulation
- 295 Application not to circulate members' statement
- Agreeing to written resolutions
- 296 Procedure for signifying agreement to written resolution
- 297 Period for agreeing to written resolution
- Supplementary
- 298 Sending documents relating to written resolutions by electronic means
- 299 Publication of written resolution on website
- 300 Relationship between this Chapter and provisions of company's articles
- Chapter 3 Resolutions at meetings
- General provisions about resolutions at meetings
- 301 Resolutions at general meetings
- Calling meetings
- 302 Directors' power to call general meetings
- 303 Members' power to require directors to call general meeting
- 304 Directors' duty to call meetings required by members
- 305 Power of members to call meeting at company's expense
- 306 Power of court to order meeting
- Notice of meetings
- 307 Notice required of general meeting
- 307A Notice required of general meeting: certain meetings of traded companies
- 308 Manner in which notice to be given
- 309 Publication of notice of meeting on website
- 310 Persons entitled to receive notice of meetings
- 311 Contents of notices of meetings
- 311A Traded companies: publication of information in advance of general meeting
- 312 Resolution requiring special notice
- 313 Accidental failure to give notice of resolution or meeting
- Members' statements
- 314 Members' power to require circulation of statements
- 315 Company's duty to circulate members' statement
- 316 Expenses of circulating members' statement
- 317 Application not to circulate members' statement
- Procedure at meetings
- 318 Quorum at meetings
- 319 Chairman of meeting
- 319A Traded companies: questions at meetings
- 320 Declaration by chairman on a show of hands
- 321 Right to demand a poll
- 322 Voting on a poll
- 322A Voting on a poll: votes cast in advance
- 323 Representation of corporations at meetings
- Proxies
- 324 Rights to appoint proxies
- 324A Obligation of proxy to vote in accordance with instructions
- 325 Notice of meeting to contain statement of rights
- 326 Company-sponsored invitations to appoint proxies
- 327 Notice required of appointment of proxy etc
- 328 Chairing meetings
- 329 Right of proxy to demand a poll
- 330 Notice required of termination of proxy's authority
- 331 Saving for more extensive rights conferred by articles
- Adjourned meetings
- 332 Resolution passed at adjourned meeting
- Electronic communications
- 333 Sending documents relating to meetings etc in electronic form
- 333A Traded company: duty to provide electronic address for receipt of proxies etc
- Application to class meetings
- 334 Application to class meetings
- 335 Application to class meetings: companies without a share capital
- Chapter 4 Public companies and traded companies: additional requirements for AGMs
- 336 Public companies and traded companies: annual general meeting
- 337 Public companies and traded companies: notice of AGM
- 338 Public companies: members' power to require circulation of resolutions for AGMs
- 338A Traded companies: members' power to include other matters in business dealt with at AGM
- 339 Public companies: company's duty to circulate members' resolutions for AGMs
- 340 Public companies: expenses of circulating members' resolutions for AGM
- 340A Traded companies: duty to circulate members' matters for AGM
- 340B Traded companies: expenses of circulating members' matters to be dealt with at AGM
- Chapter 5 Additional requirements for quoted companies AND TRADED COMPANIES
- Website publication of poll results
- 341 Results of poll to be made available on website
- Independent report on poll
- 342 Members' power to require independent report on poll
- 343 Appointment of independent assessor
- 344 Independence requirement
- 345 Meaning of “associate”
- 346 Effect of appointment of a partnership
- 347 The independent assessor's report
- 348 Rights of independent assessor: right to attend meeting etc
- 349 Rights of independent assessor: right to information
- 350 Offences relating to provision of information
- 351 Information to be made available on website
- Supplementary
- 352 Application of provisions to class meetings
- 353 Requirements as to website availability
- 354 Power to limit or extend the types of company to which provisions of this Chapter apply
- Chapter 6 Records of resolutions and meetings
- 355 Records of resolutions and meetings etc
- 356 Records as evidence of resolutions etc
- 357 Records of decisions by sole member
- 358 Inspection of records of resolutions and meetings
- 359 Records of resolutions and meetings of class of members
- Chapter 7 Supplementary provisions
- 360 Computation of periods of notice etc: clear day rule
- 360A Electronic meetings and voting
- 360AA Traded companies: confirmation of receipt of electronic voting
- 360B Traded companies: requirements for participating in and voting at general meetings
- 360BA Traded companies: right to confirmation of vote after a general meeting
- 360C Meaning of “traded company”
- 361 Meaning of “quoted company”
- Part 14 Control of political donations and expenditure
- Introductory
- 362 Introductory
- Donations and expenditure to which this Part applies
- 363 Political parties, organisations etc to which this Part applies
- 364 Meaning of “political donation”
- 365 Meaning of “political expenditure”
- Authorisation required for donations or expenditure
- 366 Authorisation required for donations or expenditure
- 367 Form of authorising resolution
- 368 Period for which resolution has effect
- Remedies in case of unauthorised donations or expenditure
- 369 Liability of directors in case of unauthorised donation or expenditure
- 370 Enforcement of directors' liabilities by shareholder action
- 371 Enforcement of directors' liabilities by shareholder action: supplementary
- 372 Costs of shareholder action
- 373 Information for purposes of shareholder action
- Exemptions
- 374 Trade unions
- 375 Subscription for membership of trade association
- 376 All-party parliamentary groups
- 377 Political expenditure exempted by order
- 378 Donations not amounting to more than £5,000 in any twelve month period
- Supplementary provisions
- 379 Minor definitions
- Part 15 Accounts and reports
- Chapter 1 Introduction
- General
- 380 Scheme of this Part
- Companies subject to the small companies regime
- 381 Companies subject to the small companies regime
- 382 Companies qualifying as small: general
- 383 Companies qualifying as small: parent companies
- 384 Companies excluded from the small companies regime
- 384A Companies qualifying as micro-entities
- 384B Companies excluded from being treated as micro-entities
- Quoted and unquoted companies
- 385 Quoted and unquoted companies
- Chapter 2 Accounting records
- 386 Duty to keep accounting records
- 387 Duty to keep accounting records: offence
- 388 Where and for how long records to be kept
- 389 Where and for how long records to be kept: offences
- Chapter 3 A company's financial year
- 390 A company's financial year
- 391 Accounting reference periods and accounting reference date
- 392 Alteration of accounting reference date
- Chapter 4 Annual accounts
- General
- 393 Accounts to give true and fair view
- Individual accounts
- 394 Duty to prepare individual accounts
- 394A Individual accounts: exemption for dormant subsidiaries
- 394B Companies excluded from the dormant subsidiaries exemption
- 394C Dormant subsidiaries exemption: parent undertaking declaration of guarantee
- 395 Individual accounts: applicable accounting framework
- 396 Companies Act individual accounts
- 397. IAS individual accounts
- ...
- 398 Option to prepare group accounts
- Group accounts ...
- 399 Duty to prepare group accounts
- 400 Exemption for company included in UK group accounts of larger group
- 401 Exemption for company included in non-UK group accounts of larger group
- 402 Exemption if no subsidiary undertakings need be included in the consolidation
- Group accounts: general
- 403 Group accounts: applicable accounting framework
- 404 Companies Act group accounts
- 405 Companies Act group accounts: subsidiary undertakings included in the consolidation
- 406. IAS group accounts
- 407 Consistency of financial reporting within group
- 408 Individual profit and loss account where group accounts prepared
- Information to be given in notes to the accounts
- 409 Information about related undertakings
- 410 Information about related undertakings: alternative compliance
- 410A Information about off-balance sheet arrangements
- 411 Information about employee numbers and costs
- 412 Information about directors' benefits: remuneration
- 413 Information about directors' benefits: advances, credit and guarantees
- Approval and signing of accounts
- 414 Approval and signing of accounts
- CHAPTER 4A STRATEGIC REPORT
- 414A Duty to prepare strategic report
- 414B Strategic report: small companies exemption
- 414C Contents of strategic report
- 414CZA. Section 172(1) statement
- 414CA Non-financial and sustainability information statement
- 414CB Contents of non-financial and sustainability information statement
- 414D Approval and signing of strategic report
- Chapter 5 Directors' report
- Directors' report
- 415 Duty to prepare directors' report
- 415A Directors' report: small companies exemption
- 416 Contents of directors' report: general
- 417 Contents of directors' report: business review
- 418 Contents of directors' report: statement as to disclosure to auditors
- 419 Approval and signing of directors' report
- 419A Approval and signing of separate corporate governance statement
- Chapter 6 Quoted companies ...: directors' remuneration report
- 420 Duty to prepare directors' remuneration report
- 421 Contents of directors' remuneration report
- 422 Approval and signing of directors' remuneration report
- 422A Revisions to directors' remuneration policy
- Chapter 7 Publication of accounts and reports
- Duty to circulate copies of accounts and reports
- 423 Duty to circulate copies of annual accounts and reports
- 424 Time allowed for sending out copies of accounts and reports
- 425 Default in sending out copies of accounts and reports: offences
- Option to provide strategic report with supplementary material
- 426 Option to provide strategic report with supplementary material
- 426A Supplementary material
- Section 172(1) statement: requirements as to website publication
- 426B. Section 172(1) statement to be made available on website
- 427 Form and contents of summary financial statement: unquoted companies
- 428 Form and contents of summary financial statement: quoted companies
- 429 Summary financial statements: offences
- Quoted companies ...: requirements as to website publication
- 430 Quoted companies ...: annual accounts and reports to be made available on website
- Right of member or debenture holder to demand copies of accounts and reports
- 431 Right of member or debenture holder to copies of accounts and reports: unquoted companies
- 432 Right of member or debenture holder to copies of accounts and reports: quoted companies
- Requirements in connection with publication of accounts and reports
- 433 Name of signatory to be stated in published copies of accounts and reports
- 434 Requirements in connection with publication of statutory accounts
- 435 Requirements in connection with publication of non-statutory accounts
- 436 Meaning of “publication” in relation to accounts and reports
- Chapter 8 Public companies: laying of accounts and reports before general meeting
- 437 Public companies: laying of accounts and reports before general meeting
- 438 Public companies: offence of failure to lay accounts and reports
- Chapter 9 Quoted companies ...: members' approval of directors' remuneration report
- 439 Quoted companies ...: members' approval of directors' remuneration report
- 439A Quoted companies ...: members' approval of directors' remuneration policy
- 440 Quoted companies ...: offences in connection with procedure for approval
- Chapter 10 Filing of accounts and reports
- Duty to file accounts and reports
- 441 Duty to file accounts and reports with the registrar
- 442 Period allowed for filing accounts
- 443 Calculation of period allowed
- Filing obligations of different descriptions of company
- 443A Filing obligations of micro-entities
- 444 Filing obligations of companies subject to small companies regimeFiling obligations of small companies other than micro-entities
- 444A Filing obligations of companies entitled to small companies exemption in relation to directors' report
- 445 Filing obligations of medium-sized companies
- 446 Filing obligations of unquoted companies
- 447 Filing obligations of quoted companies
- 448 Unlimited companies exempt from obligation to file accounts
- 448A Dormant subsidiaries exempt from obligation to file accounts
- 448B Companies excluded from the dormant subsidiaries exemption
- 448C Dormant subsidiaries filing exemption: parent undertaking declaration of guarantee
- Requirements where abbreviated accounts delivered
- 449 Special auditor's report where abbreviated accounts delivered
- 450 Approval and signing of abbreviated accounts
- Failure to file accounts and reports
- 451 Default in filing accounts and reports: offences
- 452 Default in filing accounts and reports: court order
- 453 Civil penalty for failure to file accounts and reports
- Chapter 11 Revision of defective accounts and reports
- Voluntary revision
- 454 Voluntary revision of accounts etc
- Secretary of State's notice
- 455 Secretary of State's notice in respect of accounts or reports
- Application to court
- 456 Application to court in respect of defective accounts or reports
- 457 Other persons authorised to apply to the court
- 458 Disclosure of information by tax authorities
- Power of authorised person to require documents etc
- 459 Power of authorised person to require documents, information and explanations
- 460 Restrictions on disclosure of information obtained under compulsory powers
- 461 Permitted disclosure of information obtained under compulsory powers
- 462 Power to amend categories of permitted disclosure
- Chapter 12 Supplementary provisions
- Liability for false or misleading statements in reports and statements
- 463 Liability for false or misleading statements in reports and statements
- Accounting and reporting standards
- 464 Accounting standards
- Companies qualifying as medium-sized
- 465 Companies qualifying as medium-sized: general
- 466 Companies qualifying as medium-sized: parent companies
- 467 Companies excluded from being treated as medium-sized
- General power to make further provision about accounts and reports
- 468 General power to make further provision about accounts and reports
- 468A Use or disclosure of profit and loss accounts for certain companies
- Other supplementary provisions
- 469 Preparation and filing of accounts in euros
- 470 Power to apply provisions to banking partnerships
- 471 Meaning of “annual accounts” and related expressions
- 472 Notes to the accounts
- 472A Meaning of “corporate governance statement” etc
- 473 Parliamentary procedure for certain regulations under this Part
- 474 Minor definitions
- Part 16 Audit
- Chapter 1 Requirement for audited accounts
- Requirement for audited accounts
- 475 Requirement for audited accounts
- 476 Right of members to require audit
- Exemption from audit: small companies
- 477 Small companies: conditions for exemption from audit
- 478 Companies excluded from small companies exemption
- 479 Availability of small companies exemption in case of group company
- Exemption from audit: qualifying subsidiaries
- 479A Subsidiary companies: conditions for exemption from audit
- 479B Companies excluded from the subsidiary companies audit exemption
- 479C Subsidiary companies audit exemption: parent undertaking declaration of guarantee
- Exemption from audit: dormant companies
- 480 Dormant companies: conditions for exemption from audit
- 481 Companies excluded from dormant companies exemption
- Companies subject to public sector audit
- 482 Non-profit-making companies subject to public sector audit
- 483 Scottish public sector companies: audit by Auditor General for Scotland
- General power of amendment by regulations
- 484 General power of amendment by regulations
- Chapter 2 Appointment of auditors
- Private companies
- 485 Appointment of auditors of private company: general
- 485A Appointment of auditors of private company: additional requirements for public interest entities with audit committees
- 485B Appointment of auditors of private company: additional requirements for public interest entities without audit committees
- 485C. Restriction on appointment of auditor of private company which is a public interest entity
- 486 Appointment of auditors of private company: default power of Secretary of State
- 486A. Defective appointments: default power of Secretary of State
- 487 Term of office of auditors of private company
- 487A Maximum engagement period: transitional arrangements
- 488 Prevention by members of deemed re-appointment of auditor
- Public companies
- 489 Appointment of auditors of public company: general
- 489A Appointment of auditors of public company: additional requirements for public interest entities with audit committees
- 489B Appointment of auditors of public company: additional requirements for public interest entities without audit committees
- 489C. Restriction on appointment of auditor of public company which is a public interest entity
- 490 Appointment of auditors of public company: default power of Secretary of State
- 490A. Defective appointments: default power of Secretary of State
- 491 Term of office of auditors of public company
- 491A Maximum engagement period: transitional arrangements
- General provisions
- 492 Fixing of auditor's remuneration
- 493 Disclosure of terms of audit appointment
- 494 Disclosure of services provided by auditor or associates and related remuneration
- 494ZA. The maximum engagement period
- 494A Interpretation
- Chapter 3 Functions of auditor
- Auditor's report
- 495 Auditor's report on company's annual accounts
- 496 Auditor's report on strategic report and on directors' report
- 497 Auditor's report on auditable part of directors' remuneration report
- 497A Auditor's report on separate corporate governance statement
- Duties and rights of auditors
- 498 Duties of auditor
- 498A Auditor's duties in relation to separate corporate governance statement
- 499 Auditor's general right to information
- 500 Auditor's right to information from overseas subsidiaries
- 501 Auditor's rights to information: offences
- 502 Auditor's rights in relation to resolutions and meetings
- Signature of auditor's report
- 503 Signature of auditor's report
- 504 Senior statutory auditor
- 505 Names to be stated in published copies of auditor's report
- 506 Circumstances in which names may be omitted
- Offences in connection with auditor's report
- 507 Offences in connection with auditor's report
- 508 Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland
- 509 Guidance for regulatory authorities: Scotland
- Chapter 4 Removal, resignation, etc of auditors
- Removal of auditor
- 510 Resolution removing auditor from office
- 511 Special notice required for resolution removing auditor from office
- 511A Public interest companies: application to court to remove auditor from office
- 512 Notice to registrar of resolution removing auditor from office
- 513 Rights of auditor who has been removed from office
- Failure to re-appoint auditor
- 514 Failure to re-appoint auditor: special procedure required for written resolution
- 515 Failure to re-appoint auditor: special notice required for resolution at general meeting
- Resignation of auditor
- 516 Resignation of auditor
- 517 Notice to registrar of resignation of auditor
- 518 Rights of resigning auditor
- Statement by auditor on ceasing to hold office
- 519 Statement by auditor to be sent to company
- 519A Meaning of “public interest company”, “non-public interest company” and “exempt reasons”
- 520 Company's duties in relation to statement
- 521 Copy of statement to be sent to registrar
- 522 Duty of auditor to send statement to appropriate audit authority
- 523 Duty of company to notify appropriate audit authority
- 524 Provision of information to accounting authorities
- 525 Meaning of “appropriate audit authority” ...
- Supplementary
- 526 Effect of casual vacancies
- Chapter 5 Quoted companies: right of members to raise audit concerns at accounts meeting
- 527 Members' power to require website publication of audit concerns
- 528 Requirements as to website availability
- 529 Website publication: company's supplementary duties
- 530 Website publication: offences
- 531 Meaning of “quoted company”
- Chapter 6 Auditors' liability
- Voidness of provisions protecting auditors from liability
- 532 Voidness of provisions protecting auditors from liability
- Indemnity for costs of defending proceedings
- 533 Indemnity for costs of successfully defending proceedings
- Liability limitation agreements
- 534 Liability limitation agreements
- 535 Terms of liability limitation agreement
- 536 Authorisation of agreement by members of the company
- 537 Effect of liability limitation agreement
- 538 Disclosure of agreement by company
- 538A Meaning of “corporate governance statement” etc
- Chapter 7 Supplementary provisions
- 539 Minor definitions
- Part 17 A company's share capital
- Chapter 1 Shares and share capital of a company
- Shares
- 540 Shares
- 541 Nature of shares
- 542 Nominal value of shares
- 543 Numbering of shares
- 544 Transferability of shares
- 545 Companies having a share capital
- 546 Issued and allotted share capital
- Share capital
- 547 Called-up share capital
- 548 Equity share capital
- Chapter 2 Allotment of shares: general provisions
- Power of directors to allot shares
- 549 Exercise by directors of power to allot shares etc
- 550 Power of directors to allot shares etc: private company with only one class of shares
- 551 Power of directors to allot shares etc: authorisation by company
- Prohibition of commissions, discounts and allowances
- 552 General prohibition of commissions, discounts and allowances
- 553 Permitted commission
- Registration of allotment
- 554 Registration of allotment
- Return of allotment
- 555 Return of allotment by limited company
- 556 Return of allotment by unlimited company allotting new class of shares
- 557 Offence of failure to make return
- Supplementary provisions
- 558 When shares are allotted
- 559 Provisions about allotment not applicable to shares taken on formation
- Chapter 3 Allotment of equity securities: existing shareholders' right of pre-emption
- Introductory
- 560 Meaning of “equity securities” and related expressions
- Existing shareholders' right of pre-emption
- 561 Existing shareholders' right of pre-emption
- 562 Communication of pre-emption offers to shareholders
- 563 Liability of company and officers in case of contravention
- Exceptions to right of pre-emption
- 564 Exception to pre-emption right: bonus shares
- 565 Exception to pre-emption right: issue for non-cash consideration
- 566 Exceptions to pre-emption right: employees' share schemes
- 566A Exception to pre-emption right: companies in financial difficulty
- Exclusion of right of pre-emption
- 567 Exclusion of requirements by private companies
- 568 Exclusion of pre-emption right: articles conferring corresponding right
- Disapplication of pre-emption rights
- 569 Disapplication of pre-emption rights: private company with only one class of shares
- 570 Disapplication of pre-emption rights: directors acting under general authorisation
- 571 Disapplication of pre-emption rights by special resolution
- 572 Liability for false statement in directors' statement
- 573 Disapplication of pre-emption rights: sale of treasury shares
- Supplementary
- 574 References to holder of shares in relation to offer
- 575 Saving for other restrictions on offer or allotment
- 576 Saving for certain older pre-emption requirements
- 577 Provisions about pre-emption not applicable to shares taken on formation
- Chapter 4 Public companies: allotment where issue not fully subscribed
- 578 Public companies: allotment where issue not fully subscribed
- 579 Public companies: effect of irregular allotment where issue not fully subscribed
- Chapter 5 Payment for shares
- General rules
- 580 Shares not to be allotted at a discount
- 581 Provision for different amounts to be paid on shares
- 582 General rule as to means of payment
- 583 Meaning of payment in cash
- Additional rules for public companies
- 584 Public companies: shares taken by subscribers of memorandum
- 585 Public companies: must not accept undertaking to do work or perform services
- 586 Public companies: shares must be at least one-quarter paid up
- 587 Public companies: payment by long-term undertaking
- Supplementary provisions
- 588 Liability of subsequent holders of shares
- 589 Power of court to grant relief
- 590 Penalty for contravention of this Chapter
- 591 Enforceability of undertakings to do work etc
- 592 The appropriate rate of interest
- Chapter 6 Public companies: independent valuation of non-cash consideration
- Non-cash consideration for shares
- 593 Public company: valuation of non-cash consideration for shares
- 594 Exception to valuation requirement: arrangement with another company
- 595 Exception to valuation requirement: merger or division
- 596 Non-cash consideration for shares: requirements as to valuation and report
- 597 Copy of report to be delivered to registrar
- Transfer of non-cash asset in initial period
- 598 Public company: agreement for transfer of non-cash asset in initial period
- 599 Agreement for transfer of non-cash asset: requirement of independent valuation
- 600 Agreement for transfer of non-cash asset: requirements as to valuation and report
- 601 Agreement for transfer of non-cash asset: requirement of approval by members
- 602 Copy of resolution to be delivered to registrar
- 603 Adaptation of provisions in relation to company re-registering as public
- 604 Agreement for transfer of non-cash asset: effect of contravention
- Supplementary provisions
- 605 Liability of subsequent holders of shares
- 606 Power of court to grant relief
- 607 Penalty for contravention of this Chapter
- 608 Enforceability of undertakings to do work etc
- 609 The appropriate rate of interest
- Chapter 7 Share premiums
- The share premium account
- 610 Application of share premiums
- Relief from requirements as to share premiums
- 611 Group reconstruction relief
- 612 Merger relief
- 613 Merger relief: meaning of 90% equity holding
- 614 Power to make further provision by regulations
- 615 Relief may be reflected in company's balance sheet
- Supplementary provisions
- 616 Interpretation of this Chapter
- Chapter 8 Alteration of share capital
- How share capital may be altered
- 617 Alteration of share capital of limited company
- Subdivision or consolidation of shares
- 618 Sub-division or consolidation of shares
- 619 Notice to registrar of sub-division or consolidation
- Reconversion of stock into shares
- 620 Reconversion of stock into shares
- 621 Notice to registrar of reconversion of stock into shares
- Redenomination of share capital
- 622 Redenomination of share capital
- 623 Calculation of new nominal values
- 624 Effect of redenomination
- 625 Notice to registrar of redenomination
- 626 Reduction of capital in connection with redenomination
- 627 Notice to registrar of reduction of capital in connection with redenomination
- 628 Redenomination reserve
- Chapter 9 Classes of share and class rights
- Introductory
- 629 Classes of shares
- Variation of class rights
- 630 Variation of class rights: companies having a share capital
- 631 Variation of class rights: companies without a share capital
- 632 Variation of class rights: saving for court's powers under other provisions
- 633 Right to object to variation: companies having a share capital
- 634 Right to object to variation: companies without a share capital
- 635 Copy of court order to be forwarded to the registrar
- Matters to be notified to the registrar
- 636 Notice of name or other designation of class of shares
- 637 Notice of particulars of variation of rights attached to shares
- 638 Notice of new class of members
- 639 Notice of name or other designation of class of members
- 640 Notice of particulars of variation of class rights
- Chapter 10 Reduction of share capital
- Introductory
- 641 Circumstances in which a company may reduce its share capital
- Private companies: reduction of capital supported by solvency statement
- 642 Reduction of capital supported by solvency statement
- 643 Solvency statement
- 644 Registration of resolution and supporting documents
- Reduction of capital confirmed by the court
- 645 Application to court for order of confirmation
- 646 Creditors entitled to object to reduction
- 647 Offences in connection with list of creditors
- 648 Court order confirming reduction
- 649 Registration of order and statement of capital
- Public company reducing capital below authorised minimum
- 650 Public company reducing capital below authorised minimum
- 651 Expedited procedure for re-registration as a private company
- Effect of reduction of capital
- 652 Liability of members following reduction of capital
- 653 Liability to creditor in case of omission from list of creditors
- Chapter 11 Miscellaneous and supplementary provisions
- 654 Treatment of reserve arising from reduction of capital
- 655 Shares no bar to damages against company
- 656 Public companies: duty of directors to call meeting on serious loss of capital
- 657 General power to make further provision by regulations
- Part 18 Acquisition by limited company of its own shares
- Chapter 1 General provisions
- Introductory
- 658 General rule against limited company acquiring its own shares
- 659 Exceptions to general rule
- Shares held by company's nominee
- 660 Treatment of shares held by nominee
- 661 Liability of others where nominee fails to make payment in respect of shares
- Shares held by or for public company
- 662 Duty to cancel shares in public company held by or for the company
- 663 Notice of cancellation of shares
- 664 Re-registration as private company in consequence of cancellation
- 665 Issue of certificate of incorporation on re-registration
- 666 Effect of failure to re-register
- 667 Offence in case of failure to cancel shares or re-register
- 668 Application of provisions to company re-registering as public company
- 669 Transfer to reserve on acquisition of shares by public company or nominee
- Charges of public company on own shares
- 670 Public companies: general rule against lien or charge on own shares
- Supplementary provisions
- 671 Interests to be disregarded in determining whether company has beneficial interest
- 672 Residual interest under pension scheme or employees' share scheme
- 673 Employer's charges and other rights of recovery
- 674 Rights as personal representative or trustee
- 675 Meaning of “pension scheme”
- 676 Application of provisions to directors
- Chapter 2 Financial assistance for purchase of own shares
- Introductory
- 677 Meaning of “financial assistance”
- Circumstances in which financial assistance prohibited
- 678 Assistance for acquisition of shares in public company
- 679 Assistance by public company for acquisition of shares in its private holding company
- 680 Prohibited financial assistance an offence
- Exceptions from prohibition
- 681 Unconditional exceptions
- 682 Conditional exceptions
- Supplementary
- 683 Definitions for this Chapter
- Chapter 3 Redeemable shares
- 684 Power of limited company to issue redeemable shares
- 685 Terms and manner of redemption
- 686 Payment for redeemable shares
- 687 Financing of redemption
- 688 Redeemed shares treated as cancelled
- 689 Notice to registrar of redemption
- Chapter 4 Purchase of own shares
- General provisions
- 690 Power of limited company to purchase own shares
- 691 Payment for purchase of own shares
- 692 Financing of purchase of own shares
- Authority for purchase of own shares
- 693 Authority for purchase of own shares
- 693A Authority for off-market purchase for the purposes of or pursuant to an employees' share scheme
- Authority for off-market purchase
- 694 Authority for off-market purchase
- 695 Resolution authorising off-market purchase: exercise of voting rights
- 696 Resolution authorising off-market purchase: disclosure of details of contract
- 697 Variation of contract for off-market purchase
- 698 Resolution authorising variation: exercise of voting rights
- 699 Resolution authorising variation: disclosure of details of variation
- 700 Release of company's rights under contract for off-market purchase
- Authority for market purchase
- 701 Authority for market purchase
- Supplementary provisions
- 702 Copy of contract or memorandum to be available for inspection
- 703 Enforcement of right to inspect copy or memorandum
- 704 No assignment of company's right to purchase own shares
- 705 Payments apart from purchase price to be made out of distributable profits
- 706 Treatment of shares purchased
- 707 Return to registrar of purchase of own shares
- 708 Notice to registrar of cancellation of shares
- Chapter 5 Redemption or purchase by private company out of capital
- Introductory
- 709 Power of private limited company to redeem or purchase own shares out of capital
- The permissible capital payment
- 710 The permissible capital payment
- 711 Available profits
- 712 Determination of available profits
- Requirements for payment out of capital
- 713 Requirements for payment out of capital
- 714 Directors' statement and auditor's report
- 715 Directors' statement: offence if no reasonable grounds for opinion
- 716 Payment to be approved by special resolution
- 717 Resolution authorising payment: exercise of voting rights
- 718 Resolution authorising payment: disclosure of directors' statement and auditor's report
- 719 Public notice of proposed payment
- 720 Directors' statement and auditor's report to be available for inspection
- Requirements for payment out of capital: employees' share schemes
- 720A Reduced requirements for payment out of capital for purchase of own shares for the purposes of or pursuant to an employees' share scheme
- 720B Registration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees' share scheme
- Objection to payment by members or creditors
- 721 Application to court to cancel resolution
- 722 Notice to registrar of court application or order
- Supplementary provisions
- 723 Time when payment out of capital to be made or shares to be surrendered
- Chapter 6 Treasury shares
- 724 Treasury shares
- 725 Treasury shares: maximum holdings
- 726 Treasury shares: exercise of rights
- 727 Treasury shares: disposal
- 728 Treasury shares: notice of disposal
- 729 Treasury shares: cancellation
- 730 Treasury shares: notice of cancellation
- 731 Treasury shares: treatment of proceeds of sale
- 732 Treasury shares: offences
- Chapter 7 Supplementary provisions
- 733 The capital redemption reserve
- 734 Accounting consequences of payment out of capital
- 735 Effect of company's failure to redeem or purchase
- 736 Meaning of “distributable profits”
- 737 General power to make further provision by regulations
- Part 19 Debentures
- General provisions
- 738 Meaning of “debenture”
- 739 Perpetual debentures
- 740 Enforcement of contract to subscribe for debentures
- 741 Registration of allotment of debentures
- 742 Debentures to bearer (Scotland)
- Register of debenture holders
- 743 Register of debenture holders
- 744 Register of debenture holders: right to inspect and require copy
- 745 Register of debenture holders: response to request for inspection or copy
- 746 Register of debenture holders: refusal of inspection or default in providing copy
- 747 Register of debenture holders: offences in connection with request for or disclosure of information
- 748 Time limit for claims arising from entry in register
- Supplementary provisions
- 749 Right of debenture holder to copy of deed
- 750 Liability of trustees of debentures
- 751 Liability of trustees of debentures: saving for certain older provisions
- 752 Power to re-issue redeemed debentures
- 753 Deposit of debentures to secure advances
- 754 Priorities where debentures secured by floating charge
- Part 20 Private and public companies
- Chapter 1 Prohibition of public offers by private companies
- 755 Prohibition of public offers by private company
- 756 Meaning of “offer to the public”
- 757 Enforcement of prohibition: order restraining proposed contravention
- 758 Enforcement of prohibition: orders available to the court after contravention
- 759 Enforcement of prohibition: remedial order
- 760 Validity of allotment etc not affected
- Chapter 2 Minimum share capital requirement for public companies
- 761 Public company: requirement as to minimum share capital
- 762 Procedure for obtaining certificate
- 763 The authorised minimum
- 764 Power to alter authorised minimum
- 765 Authorised minimum: application of initial requirement
- 766 Authorised minimum: application where shares denominated in different currencies etc
- 767 Consequences of doing business etc without a trading certificate
- Part 21 Certification and transfer of securities
- Chapter 1 Certification and transfer of securities: general
- Share certificates
- 768 Share certificate to be evidence of title
- Issue of certificates etc on allotment
- 769 Duty of company as to issue of certificates etc on allotment
- Transfer of securities
- 770 Registration of transfer
- 771 Procedure on transfer being lodged
- 772 Transfer of shares on application of transferor
- 773 Execution of share transfer by personal representative
- 774 Evidence of grant of probate etc
- 775 Certification of instrument of transfer
- Issue of certificates etc on transfer
- 776 Duty of company as to issue of certificates etc on transfer
- 777 Issue of certificates etc: cases within the Stock Transfer Act 1982
- Issue of certificates etc on allotment or transfer to financial institution
- 778 Issue of certificates etc: allotment or transfer to financial institution
- Share warrants
- 779 Prohibition on issue of new share warrants and effect of existing share warrants
- 780 Duty of company as to issue of certificates on surrender of share warrant
- 781 Offences in connection with share warrants (Scotland)
- Supplementary provisions
- 782 Issue of certificates etc: court order to make good default
- Chapter 2 Evidencing and transfer of title to securities without written instrument
- Introductory
- 783 Scope of this Chapter
- 784 Power to make regulations
- Powers exercisable
- 785 Provision enabling procedures for evidencing and transferring title
- 786 Provision enabling or requiring arrangements to be adopted
- 787 Provision enabling or requiring arrangements to be adopted: order-making powers
- Supplementary
- 788 Provision that may be included in regulations
- 789 Duty to consult
- 790 Resolutions to be forwarded to registrar
- PART 21A Information about people with significant control
- CHAPTER 1 Introduction
- 790A Overview
- 790B Companies to which this Part applies
- 790C Key terms
- 790CA References to “confirmation” etc of information
- CHAPTER 2 Information-gathering
- Duty on companies
- 790CB Duty to find out about persons with significant control
- 790D Company’s duty to give notices to persons with significant control
- 790DA Obtaining information from third parties
- 790E Company’s duty to find out about changes in PSC information
- 790EA Company’s duty to find out about persons ceasing to be PSCs
- 790EB Company’s duty to notify failure to comply with notices
- 790EC Company’s duty to notify of late compliance with notices
- 790ED Company’s duty to notify that it has given a restrictions notice
- 790EE Company’s duty to notify that it has withdrawn a restrictions notice
- 790EF Company’s duty to notify that court has ended restrictions
- 790F Failure by company to comply with information duties
- Duty on others
- 790G Duty to notify company on becoming PSC
- 790H Duty to notify company of changes in PSC information
- 790HA Duty to notify company of ceasing to be a PSC
- Compliance
- 790I Enforcement of disclosure requirements
- Power to impose further duties
- 790IA Power to impose further duties involving nominee shareholders
- Exemption from information and registration requirements
- 790J Power to make exemptions
- Required particulars
- 790K Required particulars
- 790L Required particulars: power to amend
- CHAPTER 2A Duty to notify registrar of persons with significant control and ID verification
- Duty to notify registrar of persons with significant control
- 790LA Duty to notify registrar of confirmed persons with significant control
- 790LB Option to provide ID verification information in notice of change
- 790LC Duty to notify registrar of unconfirmed persons with significant control
- Duty to notify registrar of changes in required particulars
- 790LD Duties to notify of changes in required particulars
- 790LE Duty to notify of pre-incorporation changes in required particulars
- Duty to notify registrar of person ceasing to be person with significant control etc
- 790LF Duty to notify registrar when person ceases to have significant control
- 790LG Notification of someone not becoming person with significant control on incorporation
- 790LH Duty to notify registrar if company has no persons with significant control
- 790LI Power to create further duties to notify information
- 790LJ Persons with significant control: offence of failure to notify
- 790LK Power of court to order company to remedy defaults or delay
- 790LL Information as to whether information has been delivered
- Identity verification obligations for persons with significant control
- 790LM Initial identity verification: registrable persons
- 790LN Initial identity verification for registrable persons: transitional cases
- 790LO Initial identity verification: registrable relevant legal entities
- 790LP Initial identity verification in respect of registrable relevant legal entities: transitional cases
- 790LQ Registrable persons: duty to maintain verified identity status
- 790LR Registrable relevant legal entities: duty to maintain registered officer whose identity is verified
- 790LS Registrable relevant legal entities: change of registered relevant officer
- 790LT Offence of failing to comply with sections 790LM to 790LR
- CHAPTER 3 Register of people with significant control
- 790M Duty to keep register
- 790N Register to be kept available for inspection
- 790O Rights to inspect and require copies
- 790P PSC register: response to request for inspection or copy
- 790Q PSC register: refusal of inspection or default in providing copy
- 790R PSC register: offences in connection with request for or disclosure of information
- 790S Information as to state of register
- 790T Protected information
- 790U Removal of entries from the register
- 790V Power of court to rectify register
- 790VA Notification of changes to the registrar
- CHAPTER 4 Alternative method of record-keeping
- 790W Introductory
- 790X Right to make an election
- 790Y Effective date of election
- 790Z Effect of election on obligations under Chapter 3
- 790ZA Duty to notify registrar of changes
- 790ZB Information as to state of central register
- 790ZC Power of court to order company to remedy default or delay
- 790ZD Withdrawing the election
- 790ZE Power to extend option to public companies
- CHAPTER 5 Protection from disclosure
- 790ZF Protection of information as to usual residential address
- 790ZG Power to make regulations protecting material
- 790ZH Offence of failing to comply with regulations under section 790ZG
- Part 22 Information about interests in a company's shares
- Introductory
- 791 Companies to which this Part applies
- 792 Shares to which this Part applies
- Notice requiring information about interests in shares
- 793 Notice by company requiring information about interests in its shares
- 794 Notice requiring information: order imposing restrictions on shares
- 795 Notice requiring information: offences
- 796 Notice requiring information: persons exempted from obligation to comply
- Orders imposing restrictions on shares
- 797 Consequences of order imposing restrictions
- 798 Penalty for attempted evasion of restrictions
- 799 Relaxation of restrictions
- 800 Removal of restrictions
- 801 Order for sale of shares
- 802 Application of proceeds of sale under court order
- Power of members to require company to act
- 803 Power of members to require company to act
- 804 Duty of company to comply with requirement
- 805 Report to members on outcome of investigation
- 806 Report to members: offences
- 807 Right to inspect and request copy of reports
- Register of interests disclosed
- 808 Register of interests disclosed
- 809 Register to be kept available for inspection
- 810 Associated index
- 811 Rights to inspect and require copy of entries
- 812 Court supervision of purpose for which rights may be exercised
- 813 Register of interests disclosed: refusal of inspection or default in providing copy
- 814 Register of interests disclosed: offences in connection with request for or disclosure of information
- 815 Entries not to be removed from register
- 816 Removal of entries from register: old entries
- 817 Removal of entries from register: incorrect entry relating to third party
- 818 Adjustment of entry relating to share acquisition agreement
- 819 Duty of company ceasing to be public company
- Meaning of interest in shares
- 820 Interest in shares: general
- 821 Interest in shares: right to subscribe for shares
- 822 Interest in shares: family interests
- 823 Interest in shares: corporate interests
- 824 Interest in shares: agreement to acquire interests in a particular company
- 825 Extent of obligation in case of share acquisition agreement
- Other supplementary provisions
- 826 Information protected from wider disclosure
- 827 Reckoning of periods for fulfilling obligations
- 828 Power to make further provision by regulations
- Part 23 Distributions
- Chapter 1 Restrictions on when distributions may be made
- Introductory
- 829 Meaning of “distribution”
- General rules
- 830 Distributions to be made only out of profits available for the purpose
- 831 Net asset restriction on distributions by public companies
- Distributions by investment companies or Solvency 2 insurance companies
- 832 Distributions by investment companies out of accumulated revenue profits
- 833 Meaning of “investment company”
- 833A. Distributions by insurance companies authorised under the Solvency 2 Directive
- 834 Investment company: condition as to holdings in other companies
- 835 Power to extend provisions relating to investment companies
- Chapter 2 Justification of distribution by reference to accounts
- Justification of distribution by reference to accounts
- 836 Justification of distribution by reference to relevant accounts
- Requirements applicable in relation to relevant accounts
- 837 Requirements where last annual accounts used
- 838 Requirements where interim accounts used
- 839 Requirements where initial accounts used
- Application of provisions to successive distributions etc
- 840 Successive distributions etc by reference to the same accounts
- Chapter 3 Supplementary provisions
- Accounting matters
- 841 Realised losses and profits and revaluation of fixed assets
- 842 Determination of profit or loss in respect of asset where records incomplete
- 843 Realised profits and losses of long-term insurance business of certain insurance companies
- 844 Treatment of development costs
- Distributions in kind
- 845 Distributions in kind: determination of amount
- 846 Distributions in kind: treatment of unrealised profits
- Consequences of unlawful distribution
- 847 Consequences of unlawful distribution
- Other matters
- 848 Saving for certain older provisions in articles
- 849 Restriction on application of unrealised profits
- 850 Treatment of certain older profits or losses
- 851 Application of rules of law restricting distributions
- 852 Saving for other restrictions on distributions
- 853 Minor definitions
- PART 24 Annual confirmation of accuracy of information on register
- 853A Duty to deliver confirmation statements
- 853B Duties to notify a relevant event
- 853BA Duty to confirm lawful purpose
- 853C Duty to notify a change in company's principal business activities
- 853CA Duty to notify a change in registered office
- 853CB Duty to notify a change in registered email address
- 853D Duty to deliver statement of capital
- 853E Duty to notify trading status of shares
- 853F Duty to deliver shareholder information: non-traded companies
- 853G Duty to deliver shareholder information: certain traded companies
- 853H Duty to deliver information about exemption from Part 21A
- 853I Duty to deliver information about people with significant control
- 853J Power to amend duties to deliver certain information
- 853K Confirmation statements: power to make further provision by regulations
- 853L Failure to deliver confirmation statement
- 854 Duty to deliver annual returns
- 855 Contents of annual return: general
- 855A Required particulars of directors and secretaries
- 856 Contents of annual return: information about shares and share capital
- 856A Contents of annual return: information about shareholders: non-traded companies
- 856B Contents of annual return: information about shareholders: certain traded companies
- 857 Contents of annual return: power to make further provision by regulations
- 858 Failure to deliver annual return
- 859 Application of provisions to shadow directors
- Part 25 Company charges
- CHAPTER A1 Registration of company charges
- Company charges
- 859A Charges created by a company
- 859B Charge in series of debentures
- 859C Charges existing on property or undertaking acquired
- 859D Particulars to be delivered to registrar
- 859E Date of creation of charge
- 859F Extension of period allowed for delivery
- 859G Personal information etc in certified copies
- Consequence of non-delivery
- 859H Consequence of failure to deliver charges
- The register
- 859I Entries on the register
- 859J Company holding property or undertaking as trustee
- 859K Registration of enforcement of security
- 859L Entries of satisfaction and release
- 859M Rectification of register
- 859N Replacement of instrument or debenture
- 859O Notification of addition to or amendment of charge
- Companies' records and registers
- 859P Companies to keep copies of instruments creating and amending charges
- 859Q Instruments creating charges to be available for inspection
- Chapter 1 Companies registered in England and Wales or in Northern Ireland
- Requirement to register company charges
- 860 Charges created by a company
- 861 Charges which have to be registered: supplementary
- 862 Charges existing on property acquired
- Special rules about debentures
- 863 Charge in series of debentures
- 864 Additional registration requirement for commission etc in relation to debentures
- 865 Endorsement of certificate on debentures
- Charges in other jurisdictions
- 866 Charges created in, or over property in, jurisdictions outside the United Kingdom
- 867 Charges created in, or over property in, another United Kingdom jurisdiction
- Orders charging land: Northern Ireland
- 868 Northern Ireland: registration of certain charges etc. affecting land
- The register of charges
- 869 Register of charges to be kept by registrar
- 870 The period allowed for registration
- 871 Registration of enforcement of security
- 872 Entries of satisfaction and release
- 873 Rectification of register of charges
- Avoidance of certain charges
- 874 Consequence of failure to register charges created by a company
- Companies' records and registers
- 875 Companies to keep copies of instruments creating charges
- 876 Company's register of charges
- 877 Instruments creating charges and register of charges to be available for inspection
- Chapter 2 Companies registered in Scotland
- Charges requiring registration
- 878 Charges created by a company
- 879 Charges which have to be registered: supplementary
- 880 Duty to register charges existing on property acquired
- 881 Charge by way of ex facie absolute disposition, etc
- Special rules about debentures
- 882 Charge in series of debentures
- 883 Additional registration requirement for commission etc in relation to debentures
- Charges on property outside the United Kingdom
- 884 Charges on property outside United Kingdom
- The register of charges
- 885 Register of charges to be kept by registrar
- 886 The period allowed for registration
- 887 Entries of satisfaction and relief
- 888 Rectification of register of charges
- Avoidance of certain charges
- 889 Charges void unless registered
- Companies' records and registers
- 890 Copies of instruments creating charges to be kept by company
- 891 Company's register of charges
- 892 Instruments creating charges and register of charges to be available for inspection
- Chapter 3 Powers of the Secretary of State
- 893 Power to make provision for effect of registration in special register
- 894 General power to make amendments to this Part
- Part 26 Arrangements and reconstructions: general
- Application of this Part
- 895 Application of this Part
- Meeting of creditors or members
- 896 Court order for holding of meeting
- 897 Statement to be circulated or made available
- 898 Duty of directors and trustees to provide information
- Court sanction for compromise or arrangement
- 899 Court sanction for compromise or arrangement
- Special cases
- 899A Moratorium debts, etc
- Reconstructions and amalgamations
- 900 Powers of court to facilitate reconstruction or amalgamation
- Obligations of company with respect to articles etc
- 901 Obligations of company with respect to articles etc
- PART 26A Arrangements and reconstructions: companies in financial difficulty
- Application of this Part
- 901A Application of this Part
- 901B Power to exclude companies providing financial services, etc
- Meeting of creditors or members
- 901C Court order for holding of meeting
- 901D Statement to be circulated or made available
- 901E Duty of directors and trustees to provide information
- Court sanction for compromise or arrangement
- 901F Court sanction for compromise or arrangement
- 901G Sanction for compromise or arrangement where one or more classes dissent
- Special cases
- 901H Moratorium debts, etc
- 901I Pension schemes
- Reconstructions and amalgamations
- 901J Powers of court to facilitate reconstruction or amalgamation
- Obligations of company with respect to articles etc
- 901K Obligations of company with respect to articles etc
- Power to amend Act
- 901L Power to amend Act
- Part 27 Mergers and divisions of public companies
- Chapter 1 Introductory
- 902 Application of this Part
- 903 Relationship of this Part to Parts 26 and 26A
- Chapter 2 Merger
- Introductory
- 904 Mergers and merging companies
- Requirements applicable to merger
- 905 Draft terms of scheme (merger)
- 906 Publication of draft terms by registrar(merger)
- 906A Publication of draft terms on company website (merger)
- 907 Approval of members of merging companies
- 908 Directors' explanatory report (merger)
- 909 Expert's report (merger)
- 910 Supplementary accounting statement (merger)
- 911 Inspection of documents (merger)
- 911A Publication of documents on company website (merger)
- 911B Report on material changes of assets of merging companies
- 912 Approval of articles of new transferee company (merger)
- 913 Protection of holders of securities to which special rights attached (merger)
- 914 No allotment of shares to transferor company or its nominee (merger)
- Exceptions where shares of transferor company held by transferee company
- 915 Circumstances in which certain particulars and reports not required (merger)
- 915A Other circumstances in which reports and inspection not required (merger)
- 916 Circumstances in which meeting of members of transferee company not required (merger)
- 917 Circumstances in which no meetings required (merger)
- Other exceptions
- 917A Other circumstances in which meeting of members of transferor company not required (merger)
- 918 Other circumstances in which meeting of members of transferee company not required (merger)
- 918A Agreement to dispense with reports etc (merger)
- Chapter 3 Division
- Introductory
- 919 Divisions and companies involved in a division
- Requirements to be complied with in case of division
- 920 Draft terms of scheme (division)
- 921 Publication of draft terms by registrar(division)
- 921A Publication of draft terms on company website (division)
- 922 Approval of members of companies involved in the division
- 923 Directors' explanatory report (division)
- 924 Expert's report (division)
- 925 Supplementary accounting statement (division)
- 926 Inspection of documents (division)
- 926A Publication of documents on company website (division)
- 927 Report on material changes of assets of transferor company (division)
- 928 Approval of articles of new transferee company (division)
- 929 Protection of holders of securities to which special rights attached (division)
- 930 No allotment of shares to transferor company or its nominee (division)
- Exceptions where shares of transferor company held by transferee company
- 931 Circumstances in which meeting of members of transferor company not required (division)
- Other exceptions
- 931A Other circumstances in which meeting of members of transferor company not required (division)
- 932 Circumstances in which meeting of members of transferee company not required (division)
- 933 Agreement to dispense with reports etc (division)
- 933A Certain requirements excluded where shareholders given proportional rights (division)
- 934 Power of court to exclude certain requirements (division)
- Chapter 4 Supplementary provisions
- Expert's report and related matters
- 935 Expert's report: valuation by another person
- 936 Experts and valuers: independence requirement
- 937 Experts and valuers: meaning of “associate”
- Powers of the court
- 938 Power of court to summon meeting of members or creditors of existing transferee company
- 939 Court to fix date for transfer of undertaking etc of transferor company
- Liability of transferee companies
- 940 Liability of transferee companies for each other's defaults
- Disruption of websites
- 940A Disregard of website failures beyond control of company
- Interpretation
- 941 Meaning of “liabilities” and “property”
- Part 28 Takeovers etc
- Chapter 1 The Takeover Panel
- The Panel and its rules
- 942 The Panel
- 943 Rules
- 944 Further provisions about rules
- 945 Rulings
- 946 Directions
- Information
- 947 Power to require documents and information
- 948 Restrictions on disclosure
- 949 Offence of disclosure in contravention of section 948
- Co-operation
- 950 Panel's duty of co-operation
- Hearings and appeals
- 951 Hearings and appeals
- Contravention of rules etc
- 952 Sanctions
- 953 Failure to comply with rules about bid documentation
- 954 Compensation
- 955 Enforcement by the court
- 956 No action for breach of statutory duty etc
- Funding
- 957 Fees and charges
- 958 Levy
- 959 Recovery of fees, charges or levy
- Miscellaneous and supplementary
- 960 Panel as party to proceedings
- 961 Exemption from liability in damages
- 962 Privilege against self-incrimination
- 963 Annual reports
- 964 Amendments to Financial Services and Markets Act 2000
- 965 Power to extend to Isle of Man and Channel Islands
- Chapter 2 Impediments to takeovers
- Opting in and opting out
- 966 Opting in and opting out
- 967 Further provision about opting-in and opting-out resolutions
- Consequences of opting in
- 968 Effect on contractual restrictions
- 969 Power of offeror to require general meeting to be called
- Supplementary
- 970 Communication of decisions
- 971 Interpretation of this Chapter
- 972 Transitory provision
- 973 Power to extend to Isle of Man and Channel Islands
- Chapter 3 “Squeeze-out” and “Sell-out”
- Takeover offers
- 974 Meaning of “takeover offer”
- 975 Shares already held by the offeror etc
- 976 Cases where offer treated as being on same terms
- 977 Shares to which an offer relates
- 978 Effect of impossibility etc of communicating or accepting offer
- “Squeeze-out”
- 979 Right of offeror to buy out minority shareholder
- 980 Further provision about notices given under section 979
- 981 Effect of notice under section 979
- 982 Further provision about consideration held on trust under section 981(9)
- “Sell-out”
- 983 Right of minority shareholder to be bought out by offeror
- 984 Further provision about rights conferred by section 983
- 985 Effect of requirement under section 983
- Supplementary
- 986 Applications to the court
- 987 Joint offers
- Interpretation
- 988 Associates
- 989 Convertible securities
- 990 Debentures carrying voting rights
- 991 Interpretation
- Chapter 4 Amendments to Part 7 of the Companies Act 1985
- 992 Matters to be dealt with in directors' report
- Part 29 Fraudulent trading
- 993 Offence of fraudulent trading
- Part 30 Protection of members against unfair prejudice
- Main provisions
- 994 Petition by company member
- 995 Petition by Secretary of State
- 996 Powers of the court under this Part
- Supplementary provisions
- 997 Application of general rule-making powers
- 998 Copy of order affecting company's constitution to be delivered to registrar
- 999 Supplementary provisions where company's constitution altered
- Part 31 Dissolution and restoration to the register
- Chapter 1 Striking off
- Registrar's power to strike off defunct company
- 1000 Power to strike off company not carrying on business or in operation
- 1001 Duty to act in case of company being wound up
- 1002 Supplementary provisions as to service of communication or notice
- Registrar’s power to strike off company registered on false basis
- 1002A Power to strike off company registered on false basis
- Voluntary striking off
- 1003 Striking off on application by company
- 1004 Circumstances in which application not to be made: activities of company
- 1005 Circumstances in which application not to be made: other proceedings not concluded
- 1006 Copy of application to be given to members, employees, etc
- 1007 Copy of application to be given to new members, employees, etc
- 1008 Copy of application: provisions as to service of documents
- 1009 Circumstances in which application to be withdrawn
- 1010 Withdrawal of application
- 1011 Meaning of “creditor”
- Chapter 2 Property of dissolved company
- Property vesting as bona vacantia
- 1012 Property of dissolved company to be bona vacantia
- 1013 Crown disclaimer of property vesting as bona vacantia
- 1014 Effect of Crown disclaimer
- Effect of Crown disclaimer: England and Wales and Northern Ireland
- 1015 General effect of disclaimer
- 1016 Disclaimer of leaseholds
- 1017 Power of court to make vesting order
- 1018 Protection of persons holding under a lease
- 1019 Land subject to rentcharge
- Effect of Crown disclaimer: Scotland
- 1020 General effect of disclaimer
- 1021 Power of court to make vesting order
- 1022 Protection of persons holding under a lease
- Supplementary provisions
- 1023 Liability for rentcharge on company's land after dissolution
- Chapter 3 Restoration to the register
- Administrative restoration to the register
- 1024 Application for administrative restoration to the register
- 1025 Requirements for administrative restoration
- 1026 Application to be accompanied by statement of compliance
- 1027 Registrar's decision on application for administrative restoration
- 1028 Effect of administrative restoration
- 1028A Administrative restoration of company with share warrants
- Restoration to the register by the court
- 1029 Application to court for restoration to the register
- 1030 When application to the court may be made
- 1031 Decision on application for restoration by the court
- 1032 Effect of court order for restoration to the register
- 1032A Restoration by court of company with share warrants
- Supplementary provisions
- 1033 Company's name on restoration
- 1034 Effect of restoration to the register where property has vested as bona vacantia
- Part 32 Company investigations: amendments
- 1035 Powers of Secretary of State to give directions to inspectors
- 1036 Resignation, removal and replacement of inspectors
- 1037 Power to obtain information from former inspectors etc
- 1038 Power to require production of documents
- 1039 Disqualification orders: consequential amendments
- Part 33 UK companies not formed under companies legislation
- Chapter 1 Companies not formed under companies legislation but authorised to register
- 1040 Companies authorised to register under this Act
- 1041 Definition of “joint stock company”
- 1042 Power to make provision by regulations
- Chapter 2 Unregistered companies
- 1043 Unregistered companies
- Part 34 Overseas companies
- Introductory
- 1044 Overseas companies
- 1045 Company contracts and execution of documents by companies
- Registration of particulars
- 1046 Duty to register particulars
- 1047 Registered name of overseas company
- 1048 Registration under alternative name
- 1048A Registered addresses of an overseas company
- 1048B Identity verification of directors
- Other requirements
- 1049 Accounts and reports: general
- 1050 Accounts and reports: credit or financial institutions
- 1051 Trading disclosures
- 1052 Company charges
- 1053 Other returns etc
- Supplementary
- 1054 Offences
- 1055 Disclosure of individual's residential address: protection from disclosure
- 1056 Requirement to identify persons authorised to accept service of documents
- 1057 Registrar to whom returns, notices etc to be delivered
- 1058 Duty to give notice of ceasing to have registrable presence
- 1059 Application of provisions in case of relocation of branch
- Part 35 The registrar of companies
- Scheme of this Part
- 1059A Scheme of this Part
- The registrar
- 1060 The registrar
- 1061 The registrar's functions
- 1062 The registrar's official seal
- 1062A Analysis of information for the purposes of crime prevention or detection
- 1063 Fees payable to registrar
- Certificates of incorporation
- 1064 Public notice of issue of certificate of incorporation
- 1065 Right to certificate of incorporation
- Registered numbers
- 1066 Company's registered numbers
- 1067 Registered numbers of UK establishments of overseas company
- Who may deliver documents to the registrar
- 1067A Delivery of documents: identity verification requirements etc
- 1067B Disqualification from delivering documents
- Delivery of documents to the registrar
- 1068 Registrar's requirements as to form, authentication and manner of delivery
- 1068A Registrar’s rules requiring documents to be delivered together
- 1069 Power to require delivery by electronic means
- 1070 Agreement for delivery by electronic means
- 1071 Document not delivered until received
- Requirements for proper delivery
- 1072 Requirements for proper delivery
- 1073 Power to accept documents not meeting requirements for proper delivery
- 1073A Power to reject documents for discrepancies
- 1074 Documents containing unnecessary material
- 1075 Informal correction of document
- 1076 Replacement of document not meeting requirements for proper delivery
- Public notice of receipt of certain documents
- 1077 Public notice of receipt of certain documents
- 1078 Enhanced disclosure documents
- 1079 Effect of failure to give public notice
- 1079A Provision of information for publication on European e-Justice portal
- Notice of receipt of documents about new directors
- 1079B Duty to notify directors
- The register
- 1080 The register
- 1081 Annotation of the register
- 1081A Registrar’s objectives to promote integrity of registers etc
- 1082 Allocation of unique identifiers
- 1083 Preservation of original documents
- 1084 Records relating to companies that have been dissolved etc
- 1084A Recording of optional information on register
- Inspection etc of the register
- 1085 Inspection of the register
- 1086 Right to copy of material on the register
- 1087 Material not available for public inspection
- 1087ZA. Required particulars available for public inspection for limited period
- 1087A Protection of date of birth information
- 1087B Protection of date of birth information in old documents
- 1087C Disclosure of date of birth information
- 1088 Power to make regulations protecting material
- 1089 Form of application for inspection or copy
- 1090 Form and manner in which copies to be provided
- 1091 Certification of copies as accurate
- 1092 Issue of process for production of records kept by the registrar
- Additional information
- 1092A Power to require information
- 1092B Offence relating to provision of information
- 1092C Privilege against self-incrimination
- Correction or removal of material on the register
- 1093 Registrar's notice to resolve inconsistency ...
- 1094 Removal of material from the register
- 1094A Further provision about removal of material from the register
- 1094AB Power of court to make consequential orders following removal
- 1095 Rectification of register on application to registrar
- 1095A. Rectification of register to resolve a discrepancy
- 1096 Rectification of the register under court order
- 1097 Powers of court on ordering removal of material from the register
- 1097A Rectification of register relating to company registered office
- 1097B Rectification of register: service addresses
- 1097C Rectification of register: principal office addresses
- 1098 Public notice of removal of certain material from the register
- Authorised corporate service providers
- 1098A Meaning of “authorised corporate service provider”
- 1098B Application to become authorised corporate service provider
- 1098C The required information about an applicant
- 1098D Delivery of applications under section 1098B on behalf of a firm
- 1098E Updating duties of authorised corporate service providers
- 1098F Ceasing to be an authorised corporate service provider
- 1098G Power to impose duties to provide information
- 1098H Power to enable authorisation of foreign corporate service providers
- The registrar's index of company names
- 1099 The registrar's index of company names
- 1100 Right to inspect index
- 1101 Power to amend enactments relating to bodies other than companies
- Language requirements: translation
- 1102 Application of language requirements
- 1103 Documents to be drawn up and delivered in English
- 1104 Documents relating to Welsh companies
- 1105 Documents that may be drawn up and delivered in other languages
- 1106 Voluntary filing of translations
- 1107 Certified translations
- Language requirements: transliteration
- 1108 Transliteration of names and addresses: permitted characters
- 1109 Transliteration of names and addresses: voluntary transliteration into Roman characters
- 1110 Transliteration of names and addresses: certification
- Identity verification
- 1110A Meaning of “identity is verified”
- 1110B Verification requirements
- 1110C Identity verification: exemption on national security grounds etc
- Discrepancy reporting
- 1110D Power to require businesses to report discrepancies
- Disclosure of information
- 1110E Disclosure to the registrar
- 1110F Disclosure by the registrar
- 1110G Disclosure: supplementary
- Supplementary provisions
- 1111 Registrar's requirements as to certification or verification
- 1112 False statements: basic offence
- 1112A False statements: aggravated offence
- 1112B False statements offences: national security etc defence
- 1113 Enforcement of company's filing obligations
- 1114 Application of provisions about documents and delivery
- 1115 Supplementary provisions relating to electronic communications
- 1116 Alternative to publication in the Gazette
- 1117 Registrar's rules
- 1118 Payments into the Consolidated Fund
- 1119 Contracting out of registrar's functions
- 1120 Application of this Part to overseas companies
- Part 36 Offences under the Companies Acts and financial penalties
- Liability of officer in default
- 1121 Liability of officer in default
- 1122 Liability of company as officer in default
- 1123 Application to bodies other than companies
- Offences under the Companies Act 1985
- 1124 Amendments of the Companies Act 1985
- General provisions
- 1125 Meaning of “daily default fine”
- 1126 Consents required for certain prosecutions
- 1127 Summary proceedings: venue
- 1128 Summary proceedings: time limit for proceedings
- 1129 Legal professional privilege
- 1130 Proceedings against unincorporated bodies
- 1131 Imprisonment on summary conviction in England and Wales: transitory provision
- Production and inspection of documents
- 1132 Production and inspection of documents where offence suspected
- Financial penalties
- 1132A Power to make provision for financial penalties
- Supplementary
- 1133 Transitional provision
- Part 37 Companies: supplementary provisions
- Company records
- 1134 Meaning of “company records”
- 1135 Form of company records
- 1136 Regulations about where certain company records to be kept available for inspection
- 1137 Regulations about inspection of records and provision of copies
- 1138 Duty to take precautions against falsification
- Service addresses
- 1139 Service of documents on company
- 1140 Service of documents on directors, secretaries and others
- 1141 Service addresses
- 1142 Requirement to give service address
- Sending or supplying documents or information
- 1143 The company communications provisions
- 1144 Sending or supplying documents or information
- 1145 Right to hard copy version
- 1146 Requirement of authentication
- 1147 Deemed delivery of documents and information
- 1148 Interpretation of company communications provisions
- Requirements as to independent valuation
- 1149 Application of valuation requirements
- 1150 Valuation by qualified independent person
- 1151 The independence requirement
- 1152 Meaning of “associate”
- 1153 Valuer entitled to full disclosure
- Notice of appointment of certain officers
- 1154 Duty to notify registrar of certain appointments etc
- 1155 Offence of failure to give notice
- Courts and legal proceedings
- 1156 Meaning of “the court”
- 1157 Power of court to grant relief in certain cases
- Part 38 Companies: interpretation
- Meaning of “UK-registered company”
- 1158 Meaning of “UK-registered company”
- Meaning of “subsidiary” and related expressions
- 1159 Meaning of “subsidiary” etc
- 1160 Meaning of “subsidiary” etc: power to amend
- Meaning of “undertaking” and related expressions
- 1161 Meaning of “undertaking” and related expressions
- 1162 Parent and subsidiary undertakings
- Other definitions
- 1163 “Non-cash asset”
- 1164 Meaning of “banking company” and “banking group”
- 1165 Meaning of “insurance company” and related expressions
- 1166 “Employees' share scheme”
- 1167 Meaning of “prescribed”
- 1168 Hard copy and electronic form and related expressions
- 1169 Dormant companies
- 1170 Meaning of “EEA State” and related expressions
- 1170A Receiver or manager and certain related references
- 1170B Meaning of “contributory”
- 1171 The former Companies Acts
- General
- 1172 References to requirements of this Act
- 1173 Minor definitions: general
- 1174 Index of defined expressions
- Part 39 Companies: minor amendments
- 1175 Removal of special provisions about accounts and audit of charitable companies
- 1176 Power of Secretary of State to bring civil proceedings on company's behalf
- 1177 Repeal of certain provisions about company directors
- 1178 Repeal of requirement that certain companies publish periodical statement
- 1179 Repeal of requirement that Secretary of State prepare annual report
- 1180 Repeal of certain provisions about company charges
- 1181 Access to constitutional documents of RTE and RTM companies
- Part 40 Company directors: foreign disqualification etc
- Introductory
- 1182 Persons subject to foreign restrictions
- 1183 Meaning of “the court” and “UK company”
- Power to disqualify
- 1184 Disqualification of persons subject to foreign restrictions
- 1185 Disqualification regulations: supplementary
- 1186 Offence of breach of disqualification
- Power to make persons liable for company's debts
- 1187 Personal liability for debts of company
- Power to require statements to be sent to the registrar of companies
- 1188 Statements from persons subject to foreign restrictions
- 1189 Statements from persons disqualified
- 1190 Statements: whether to be made public
- 1191 Offences
- Part 41 Business names
- Chapter 1 Restricted or prohibited names
- Introductory
- 1192 Application of this Chapter
- Sensitive words or expressions
- 1193 Name suggesting connection with government or public authority
- 1194 Other sensitive words or expressions
- 1195 Requirement to seek comments of government department or other relevant body
- 1196 Withdrawal of Secretary of State's approval
- 1196A Names suggesting connection with foreign governments etc
- Misleading names
- 1197 Name containing inappropriate indication of company type or legal form
- 1198 Name giving misleading indication of activities
- Restrictions where a company has been required to change a name
- 1198A Name that a company has been required to change
- 1198B Name that another company has been required to change
- Supplementary
- 1199 Savings for existing lawful business names
- 1199A Exceptions based on national security etc
- Chapter 2 Disclosure required in case of individual or partnership
- Introductory
- 1200 Application of this Chapter
- 1201 Information required to be disclosed
- Disclosure requirements
- 1202 Disclosure required: business documents etc
- 1203 Exemption for large partnerships if certain conditions met
- 1204 Disclosure required: business premises
- Consequences of failure to make required disclosure
- 1205 Criminal consequences of failure to make required disclosure
- 1206 Civil consequences of failure to make required disclosure
- Chapter 3 Supplementary
- 1207 Application of general provisions about offences
- 1208 Interpretation
- Part 42 Statutory Auditors
- Chapter 1 Introductory
- 1209 Main purposes of Part
- 1210 Meaning of “statutory auditor” etc
- 1211 Eligibility for appointment as a statutory auditor: overview
- Chapter 2 Individuals and firms
- Eligibility for appointment
- 1212 Individuals and firms: eligibility for appointment as a statutory auditor
- 1213 Effect of ineligibility
- Independence requirement
- 1214 Independence requirement
- 1215 Effect of lack of independence
- Effect of appointment of a partnership
- 1216 Effect of appointment of a partnership
- Supervisory bodies
- 1217 Supervisory bodies
- 1218 Exemption from liability for damages
- Professional qualifications
- 1219 Appropriate qualifications
- 1220 Qualifying bodies and recognised professional qualifications
- 1221 Approval of third country qualifications
- 1222 Eligibility of individuals retaining only 1967 Act authorisation
- Information
- 1223 Matters to be notified to the Secretary of State
- 1223ZA. Matters to be notified to the competent authority
- 1223A Notification of matters relevant to approved third country competent authorities
- 1224 The Secretary of State's power to call for information
- 1224ZA. The competent authority’s power to call for information
- 1224A Restrictions on disclosure
- 1224B Offence of disclosure in contravention of section 1224A
- Enforcement
- 1225 Enforcement: general
- 1225A Directions: general
- 1225B Directions: supplementary
- 1225C Compliance orders
- 1225D Financial penalties: general
- 1225E Financial penalties: supplementary
- 1225F Appeals against financial penalties
- 1225G Recovery of financial penalties
- Chapter 3 Auditors General
- Eligibility for appointment
- 1226 Auditors General: eligibility for appointment as a statutory auditor
- Conduct of audits
- 1227 Individuals responsible for audit work on behalf of Auditors General
- The Independent Supervisor
- 1228 Appointment of the Independent Supervisor
- Supervision of Auditors General
- 1229 Supervision of Auditors General by the Independent Supervisor
- 1230 Duties of Auditors General in relation to supervision arrangements
- Reporting requirement
- 1231 Reports by the Independent Supervisor
- Information
- 1232 Matters to be notified to the Independent Supervisor
- 1233 The Independent Supervisor's power to call for information
- Enforcement
- 1234 Suspension notices
- 1235 Effect of suspension notices
- 1236 Compliance orders
- Proceedings
- 1237 Proceedings involving the Independent Supervisor
- Grants
- 1238 Grants to the Independent Supervisor
- Chapter 4 The register of auditors etc
- 1239 The register of auditors
- 1240 Information to be made available to public
- CHAPTER 4A Equivalent Third Countries and Transitional Third Countries
- 1240A. Power to approve third countries as equivalent or transitional third countries
- CHAPTER 4B Approved Third Country Competent Authorities
- 1240B. Power to approve third country competent authorities
- Chapter 5 Registered third country auditors
- Introductory
- 1241 Meaning of “registered third country auditor” and “UK-traded third country company”
- Duties
- 1242 Duties of registered third country auditors
- Information
- 1243 Matters to be notified to the Secretary of State
- 1244 The Secretary of State's power to call for information
- Enforcement
- 1245 Compliance orders
- 1246 Removal of third country auditors from the register of auditors
- 1247 Grants to bodies concerned with arrangements under Schedule 12
- Chapter 6 Supplementary and general
- Power to require second company audit
- 1248 Secretary of State's power to require second audit of a company
- 1249 Supplementary provision about second audits
- False and misleading statements
- 1250 Misleading, false and deceptive statements
- Fees
- 1251 Fees
- Duty of Secretary of State to report on inspections
- 1251A Duty of the Secretary of State to report on inspections
- Delegation of Secretary of State's functions
- 1252 Delegation of the Secretary of State's functions
- 1253 Delegation of functions to an existing body
- Cooperation with foreign competent authorities
- 1253A Requests to foreign competent authorities
- 1253B Requests from approved third country competent authorities
- 1253C Notification to approved third country competent authorities...
- Transfer of papers to third countries
- 1253D Restriction on transfer of audit working papers to third countries
- 1253DA Transfer by Secretary of State
- 1253DB Transfer by statutory auditor with approval of Secretary of State
- 1253DC Transfer by statutory auditor for purposes of investigation of auditor
- 1253DD Agreement of third country competent authority
- 1253DE Transfer by means of inspection
- 1253E Working arrangements for transfer of papers
- 1253F Publication of working arrangements
- International obligations
- 1254 Directions to comply with international obligations
- General provision relating to offences
- 1255 Offences by bodies corporate, partnerships and unincorporated associations
- 1256 Time limits for prosecution of offences
- 1257 Jurisdiction and procedure in respect of offences
- Notices etc
- 1258 Service of notices
- 1259 Documents in electronic form
- Interpretation
- 1260 Meaning of “associate”
- 1261 Minor definitions
- 1262 Index of defined expressions
- Miscellaneous and general
- 1263 Power to make provision in consequence of changes affecting accountancy bodies
- 1264 Consequential amendments
- Part 43 Transparency obligations and related matters
- Introductory
- 1265 The transparency obligations directive
- Transparency obligations
- 1266 Transparency rules
- 1267 Competent authority's power to call for information
- 1268 Powers exercisable in case of infringement of transparency obligation
- Other matters
- 1269 Corporate governance rules
- 1270 Liability for false or misleading statements in certain publications
- 1271 Exercise of powers where UK is host member State
- 1272 Transparency obligations and related matters: minor and consequential amendments
- 1273 Corporate governance regulations
- Part 44 Miscellaneous provisions
- Regulation of actuaries etc
- 1274 Grants to bodies concerned with actuarial standards etc
- 1275 Levy to pay expenses of bodies concerned with actuarial standards etc
- 1276 Application of provisions to Scotland and Northern Ireland
- Information as to exercise of voting rights by institutional investors
- 1277 Power to require information about exercise of voting rights
- 1278 Institutions to which information provisions apply
- 1279 Shares to which information provisions apply
- 1280 Obligations with respect to provision of information
- Disclosure of information under the Enterprise Act 2002
- 1281 Disclosure of information under the Enterprise Act 2002
- Expenses of winding up
- 1282 Payment of expenses of winding up
- Commonhold associations
- 1283 Amendment of memorandum or articles of commonhold association
- Part 45 Northern Ireland
- 1284 Extension of Companies Acts to Northern Ireland
- 1285 Extension of GB enactments relating to UK Societas
- 1286 Extension of GB enactments relating to certain other forms of business organisation
- 1287 Extension of enactments relating to business names
- Part 46 General supplementary provisions
- Regulations and orders
- 1288 Regulations and orders: statutory instrument
- 1289 Regulations and orders: negative resolution procedure
- 1290 Regulations and orders: affirmative resolution procedure
- 1291 Regulations and orders: approval after being made
- 1292 Regulations and orders: supplementary
- “Bank of England”
- 1292A. “Bank of England”
- Meaning of “enactment”
- 1293 Meaning of “enactment”
- Consequential and transitional provisions
- 1294 Power to make consequential amendments etc
- 1295 Repeals
- 1296 Power to make transitional provision and savings
- 1297 Continuity of the law
- Part 47 Final provisions
- 1298 Short title
- 1299 Extent
- 1300 Commencement
- SCHEDULES
- SCHEDULE 1 Connected persons: references to an interest in shares or debentures
- Introduction
- General provisions
- Rights to acquire shares
- Right to exercise or control exercise of rights
- Bodies corporate
- Trusts
- SCHEDULE 1A References to people with significant control over a company
- PART 1 The specified conditions
- Introduction
- Ownership of shares
- Ownership of voting rights
- Ownership of right to appoint or remove directors
- Significant influence or control
- Trusts, partnerships etc
- PART 2 Holding an interest in a company etc
- Introduction
- Holding an interest
- Interests held through a legal entity
- PART 3 Supplementary provision
- Introduction
- Joint interests
- Joint arrangements
- Calculating shareholdings
- Voting rights
- Rights to appoint or remove members of the board
- Shares or rights held “indirectly”
- Shares held by nominees
- Rights treated as held by person who controls their exercise
- Rights exercisable only in certain circumstances etc
- Rights attached to shares held by way of security
- Significant influence or control
- Limited partnerships
- PART 4 Power to amend thresholds etc
- SCHEDULE 1B Enforcement of disclosure requirements
- Right to issue restrictions notice
- Relevant interests
- Effect of restrictions notice
- Protection of third party rights
- Breach of restrictions
- Relaxation of restrictions
- Orders for sale
- Company's power to withdraw restrictions notice
- Supplementary provision
- Offence of failing to comply with notices
- Offence of failing to provide information
- False statements: basic offence
- False statements: aggravated offence
- SCHEDULE 1C Rules of the Takeover Panel: general principles and other provision
- PART 1 General principles
- PART 2 Other provision
- Protection of minority shareholders, the mandatory takeover bid and the equitable price
- Information concerning takeover bids
- Time allowed for acceptance
- Disclosure
- Obligations of the board of directors of the offeree company
- Other rules applicable to the conduct of takeover bids
- Interpretation
- SCHEDULE 2 Specified persons, descriptions of disclosures etc for the purposes of section 948
- PART 1 SPECIFIED PERSONS
- (A) UNITED KINGDOM
- (B) JERSEY
- (C) GUERNSEY
- (D) ISLE OF MAN
- PART 2 SPECIFIED DESCRIPTIONS OF DISCLOSURES
- (A) UNITED KINGDOM
- (B) JERSEY
- (C) GUERNSEY
- (D) ISLE OF MAN
- (E) GENERAL
- PART 3 OVERSEAS REGULATORY BODIES
- SCHEDULE 3 Amendments of remaining provisions of the Companies Act 1985 relating to offences
- Failure to give information about interests in shares etc
- Obstruction of rights conferred by a warrant or failure to comply with requirement under section 448
- Wrongful disclosure of information to which section 449 applies
- Destruction, mutilation etc of company documents
- Provision of false information in purported compliance with section 447
- Obstruction of inspector, etc exercising power to enter and remain on premises
- Attempted evasion of restrictions under Part 15
- SCHEDULE 4 Documents and information sent or supplied to a company
- Part 1 Introduction
- Application of Schedule
- Part 2 Communications in hard copy form
- Introduction
- Method of communication in hard copy form
- Address for communications in hard copy form
- PART 2A Communications in electronic form from the registrar or the Secretary of State
- Part 3 Communications in electronic form in other cases
- Introduction
- Conditions for use of communications in electronic form
- Address for communications in electronic form
- Part 4 Other agreed forms of communication
- SCHEDULE 5 Communications by a company
- Part 1 Introduction
- Application of this Schedule
- Part 2 Communications in hard copy form
- Introduction
- Method of communication in hard copy form
- Address for communications in hard copy form
- Part 3 Communications in electronic form
- Introduction
- Agreement to communications in electronic form
- Address for communications in electronic form
- Part 4 Communications by means of a website
- Use of website
- Agreement to use of website
- Deemed agreement of members of company etc to use of website
- Deemed agreement of debenture holders to use of website
- Availability of document or information
- Notification of availability
- Period of availability on website
- Part 5 Other agreed forms of communication
- Part 6 Supplementary provisions
- Joint holders of shares or debentures
- Death or bankruptcy of holder of shares
- SCHEDULE 6 Meaning of “subsidiary” etc: supplementary provisions
- Introduction
- Voting rights in a company
- Right to appoint or remove a majority of the directors
- 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 holding company
- Disregard of certain rights
- Supplementary
- SCHEDULE 7 Parent and subsidiary undertakings: supplementary provisions
- Introduction
- Voting rights in an undertaking
- Right to appoint or remove a majority of the directors
- Right to exercise dominant influence
- Rights exercisable only in certain circumstances or temporarily incapable of exercise
- Rights held by one person on behalf of another
- Rights attached to shares held by way of security
- Rights attributed to parent undertaking
- Disregard of certain rights
- Supplementary
- SCHEDULE 8 Index of defined expressions
- SCHEDULE 9 Removal of special provisions about accounts and audit of charitable companies
- Part 1 The Companies Act 1985 (c. 6)
- Part 2 The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)
- SCHEDULE 10 Recognised supervisory bodies
- Part 1 Grant and revocation of recognition of a supervisory body
- Application for recognition of supervisory body
- Grant and refusal of recognition
- Revocation of recognition
- Transitional provision
- Orders not statutory instruments
- Part 2 Requirements for recognition of a supervisory body
- Delegation etc. of tasks by competent authority
- Consultation
- Holding of appropriate qualification
- Auditors to be fit and proper persons
- Professional integrity and independence
- Technical standards
- Technical standards for group audits
- Public interest entity reporting requirements
- Public interest entity independence requirements
- Procedures for maintaining competence
- Monitoring and enforcement
- Monitoring of audits
- Membership, eligibility and enforcement
- Investigation of complaints
- Independent investigation for enforcement purposes
- Transfer of papers to third countries
- Transfer to approved third country competent authority
- Transfer for purposes of investigation of auditor
- Meeting of claims arising out of audit work
- Register of auditors and other information to be made available
- Taking account of costs of compliance
- Promotion and maintenance of standards
- Supplementary: funding of arrangements
- Interpretation
- Part 3 Arrangements in which recognised supervisory bodies are required to participate
- Arrangements for setting standards relating to professional integrity and independence
- Arrangements for setting technical standards
- Arrangements for setting standards relating to public interest entity reporting requirements
- Arrangements for setting standards relating to public interest entity independence requirements
- Arrangements for independent monitoring of audits of listed companies and other major bodies
- Arrangements for independent monitoring of third country audits
- Arrangements for independent investigation for disciplinary purposes of public interest cases
- Supplementary: arrangements to operate independently of body
- Supplementary: funding of arrangements
- Supplementary: scope of arrangement
- SCHEDULE 11 Recognised professional qualifications
- Part 1 Grant and revocation of recognition of a professional qualification
- Application for recognition of professional qualification
- Grant and refusal of recognition
- Revocation of recognition
- Transitional provision
- Orders not statutory instruments
- Part 2 Requirements for recognition of a professional qualification
- Entry requirements
- Requirement for theoretical instruction or professional experience
- Examination
- Practical training
- Supplementary provision with respect to a sufficient period of professional experience
- The body offering the qualification
- SCHEDULE 11A Specified persons, descriptions, disclosures etc for the purposes of section 1224A
- PART 1 Specified persons
- PART 2 Specified descriptions of disclosures
- PART 3 Overseas regulatory bodies
- SCHEDULE 12 Arrangements in which registered third country auditors are required to participate
- Arrangements for independent monitoring of audits of UK-traded third country companies
- Arrangements for independent investigations for disciplinary purposes
- Supplementary: arrangements to operate independently of third country auditor
- Supplementary: funding of arrangements
- Supplementary: scope of arrangements
- Specification of particular arrangements by the Secretary of State
- SCHEDULE 13 Supplementary provisions with respect to delegation order
- Operation of this Schedule
- Status
- Name, members and chairman
- Financial provisions
- Proceedings
- Fees
- Legislative functions
- Report and accounts
- Other supplementary provisions
- SCHEDULE 14 Statutory auditors: consequential amendments
- Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)
- SCHEDULE 15 Transparency obligations and related matters: minor and consequential amendments
- Part 1 Amendments of the Financial Services and Markets Act 2000
- Part 2 Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004
- SCHEDULE 16 Repeals
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