The Open-Ended Investment Companies (Investment Companies with Variable Capital) Regulations 1996

1. Introductory Text

2. PART I GENERAL

   1. 1. Citation, commencement and extent

   2. 2. Interpretation

3. PART II FORMATION, SUPERVISION AND CONTROL

   1. General

      1. 3. Investment company with variable capital

      2. 4. Registration by registrar of companies

      3. 5. Safekeeping of scheme property by depositary

      4. 6. SIB regulations

   2. Authorisation

      1. 7. Applications for authorisation

      2. 8. Particulars of directors

      3. 9. Authorisation

      4. 10. Criteria for authorisation

      5. 11. Representations against refusal of authorisation

      6. 12. UCITS certificate

   3. Registrar’s approval of names

      1. 13. Registrar’s approval of names

      2. 14. Prohibition on certain names

   4. Alterations

      1. 15. SIB approval for certain changes in respect of company

   5. Intervention

      1. 16. Revocation of authorisation

      2. 17. Representations against revocation

      3. 18. Directions

      4. 19. Notice of directions

      5. 20. Applications to the court

   6. Investigations

      1. 21. Investigations: functions of Secretary of State and SIB

      2. 22. Investigations: powers and duties of inspectors

      3. 23. Investigations: disclosure

      4. 24. Investigations: supplementary

   7. Winding up

      1. 25. Winding up by the court

      2. 26. Dissolution on winding up by the court

      3. 27. Dissolution in other circumstances

4. PART III CORPORATE CODE

   1. Organs

      1. 28. Directors

      2. 29. Directors to have regard to interests of employees

      3. 30. Inspection of directors' service contracts

      4. 31. General meetings

      5. 32. Capacity of company

      6. 33. Power of directors and general meeting to bind the company

      7. 34. No duty to enquire as to capacity etc

      8. 35. Exclusion of deemed notice

      9. 36. Restraint and ratification by shareholders

      10. 37. Events affecting company status

      11. 38. Invalidity of certain transactions involving directors

   2. Shares

      1. 39. Shares

      2. 40. Share certificates

      3. 41. Exceptions from regulation 40

      4. 42. Bearer shares

      5. 43. Register of shareholders

      6. 44. Power to close register

      7. 45. Power of court to rectify register

      8. 46. Share transfers

   3. Operation

      1. 47. Power incidental to carrying on business

      2. 48. Name to appear in correspondence etc

      3. 49. Particulars to appear in correspondence etc

      4. 50. Contracts: England and Wales

      5. 51. Execution of documents: England and Wales

      6. 52. Execution of deeds overseas: England and Wales

      7. 53. Authentication of documents: England and Wales

      8. 54. Official seal for share certificates

      9. 55. Personal liability for contracts and deeds

      10. 56. Exemptions from liability to be void

      11. 57. Power of court to grant relief in certain cases

      12. 58. Punishment for fraudulent trading

      13. 59. Power to provide for employees on cessation or transfer of business

   4. Reports

      1. 60. Reports: preparation

      2. 61. Reports: accounts

      3. 62. Reports: voluntary revision

      4. 63. Auditors

   5. Mergers and divisions

      1. 64. Mergers and divisions

5. PART IV MISCELLANEOUS

   1. 65. Notifications to registrar of companies

   2. 66. Contraventions

   3. 67. Prosecutions

   4. 68. Offences: bodies corporate, partnerships and unincorporated associations

   5. 69. Time limits for prosecution of offences

   6. 70. Jurisdiction and procedure in respect of offences

   7. 71. Service of documents

   8. 72. Evidence of grant of probate etc

   9. 73. SIB’s functions under the Regulations

   10. 74. Fees

   11. 75. Minor and consequential amendments

6. Signature

7. 1. SCHEDULE 1

      APPLICATION OF PART XXIV OF 1985 ACT

      1. 1. Part XXIV of the 1985 Act (the registrar of companies,...

      2. 7. Section 714 (registrar’s index of company and corporate names) shall...

      3. 8. The following provisions of Part XXIV of the 1985 Act...

   2. SCHEDULE 2

      DEPOSITARIES

      1. 1. Appointment

      2. 2. Subject to regulations 15 and 20 above, any subsequent appointment...

      3. 3. Retirement

      4. 4. Rights

      5. 5. Statement by depositary ceasing to hold office

      6. 6. (1) This paragraph applies where copies of a statement have...

   3. SCHEDULE 3

      INSTRUMENT OF INCORPORATION

      1. 1. The instrument of incorporation of an investment company with variable...

      2. 2. The statements referred to in paragraph 1(a) above are—

      3. 3. (1) The instrument of incorporation shall contain provision as to...

      4. 4. (1) The instrument of incorporation shall also contain provision as...

      5. 5. (1) Once an authorisation order has been made in respect...

      6. 6. (1) The provisions of a company’s instrument of incorporation shall...

   4. SCHEDULE 4

      REGISTER OF SHAREHOLDERS

      1. 1. General

      2. 2. (1) Subject as mentioned in sub-paragraph (2) below, the register...

      3. 3. In the case of companies registered in England and Wales,...

      4. 4. A company shall exercise all due diligence and take all...

      5. 5. Contents

      6. 6. (1) This paragraph shall not apply to any issue of...

      7. 7. The register of shareholders shall contain a monthly statement of...

      8. 8. (1) This paragraph applies where the aggregate number of shares...

      9. 9. Location

      10. 10. Index

      11. 11. Inspection

      12. 12. Agent’s default

   5. SCHEDULE 5

      SHARE TRANSFERS

      1. 1. General

      2. 2. Where any shares are transferred to the company, the company...

      3. 3. In the case of a company which is a participating...

      4. 4. Transfer of registered shares

      5. 5. (1) Except in the case of any transfer of shares...

      6. 6. In the case of any transfer of shares which meets...

      7. 7. (1) A company may, before the end of the period...

      8. 8. (1) Where, in respect of any transfer of shares, the...

      9. 9. Transfer of bearer shares

      10. 10. Where the holder of bearer shares proposes to transfer to...

      11. 11. Miscellaneous

      12. 12. A transfer of registered shares that are held by a...

      13. 13. On the death of any one of the joint holders...

   6. SCHEDULE 6

      AUDITORS

      1. 1. Eligibility

      2. 2. (1) A person is ineligible for appointment as auditor of...

      3. 3. (1) No person shall act as auditor of a company...

      4. 4. Appointment

      5. 5. If, in any case, no auditors are appointed as required...

      6. 6. (1) The directors of a company, or the company in...

      7. 7. (1) Sub-paragraphs (2) to (5) below apply to the appointment...

      8. 8. Rights

      9. 9. (1) The auditors of a company are entitled—

      10. 10. Remuneration

      11. 11. (1) Subject to sub-paragraph (2) below, the power of the...

      12. 12. Removal

      13. 13. Rights on removal or non-reappointment

      14. 14. (1) An auditor who has been removed from office has,...

      15. 15. Resignation

      16. 16. (1) This paragraph applies where a notice of resignation of...

      17. 17. (1) An auditor who has resigned has, notwithstanding his removal,...

      18. 18. Statement by auditor ceasing to hold office

      19. 19. (1) If a person ceasing to hold office as auditor...

   7. SCHEDULE 7

      MERGERS AND DIVISIONS

      1. 1. This Schedule applies to any reconstruction or amalgamation involving an...

      2. 2. An investment company with variable capital may apply to the...

      3. 3. A public company may apply to the court under section...

      4. 4. (1) The schemes falling within this paragraph are—

      5. 5. For the purposes of this Schedule, sections 425 to 427...

      6. 6. (1) All the provisions of the 1985 Act referred to...

   8. SCHEDULE 8

      MINOR AND CONSEQUENTIAL AMENDMENTS

      1. PART I PRIMARY LEGISLATION

         1. Trustee Investments Act 1961 (c. 62)

            1. 1. In Part III of Schedule 1 to the Trustee Investments...

         2. Stock Transfer Act 1963 (c. 18)

            1. 2. In section 1(4) of the Stock Transfer Act 1963 (registered...

         3. Data Protection Act 1984 (c. 35)

            1. 3. Section 30 of the Data Protection Act 1984 (exemption for...

         4. Companies Act 1985 (c. 6)

            1. 4. In section 26 of the 1985 Act (prohibition on registration...

            2. 5. In section 199(2A) of the 1985 Act (interests to be...

            3. 6. In section 209(1)(h) of the 1985 Act (interests to be...

            4. 7. In section 220(1) of the 1985 Act (definitions for Part...

            5. 8. In section 716(2) of the 1985 Act (exemptions from prohibition...

            6. 9. In section 718(2) of the 1985 Act (exemptions from application...

         5. Company Directors Disqualification Act 1986 (c. 46)

            1. 10. In Schedule 1 to the Company Directors Disqualification Act 1986...

         6. Financial Services Act 1986 (c. 60)

            1. 11. After section 24 of the 1986 Act (operators and trustees...

            2. 12. In section 47A(4) of the 1986 Act (disciplinary action which...

            3. 13. In section 72 of the 1986 Act (winding up orders),...

            4. 14. In section 76(1) of the 1986 Act (restrictions on promotion...

            5. 15. In section 83(2) of the 1986 Act (activities in which...

            6. 16. In section 87 of the 1986 Act (schemes authorised in...

            7. 17. In section 102 of the 1986 Act (register of authorised...

            8. 18. In section 104(1) of the 1986 Act (power to call...

            9. 19. In section 108(1) of the 1986 Act (power to require...

            10. 20. In section 205A of the 1986 Act (supplementary provisions with...

            11. 21. In section 206(1) of the 1986 Act (publication of information...

            12. 22. In section 207(1) of the 1986 Act (interpretation) after the...

            13. 23. In Schedule 8 to the 1986 Act (principles applicable to...

            14. 24. In paragraph 7 of Schedule 9 to the 1986 Act...

            15. 25. Pension Schemes Act 1993 (c. 48)

      2. PART II SUBORDINATE LEGISLATION

         1. The Data Protection (Regulation of Financial Services etc) (Subject Access Exemption) Order 1987 (S.I. 1987/1905)

            1. 26. Schedule 1 to the Data Protection (Regulation of Financial Services...

         2. The Uncertificated Securities Regulations 1995 (S.I. 1995/3272)

            1. 27. In regulation 3(1) of the Uncertificated Securities Regulations 1995 (interpretation)...

            2. 28. In regulation 19 of those Regulations (entries on registers), after...

8. Explanatory Note