Companies Act 1989

1. Introductory Text

2. Part I Company Accounts

   1. Introduction

      1. 1. Introduction

   2. Provisions applying to companies generally

      1. 2. Accounting records

      2. 3. A company’s financial year and accounting reference periods

      3. 4. Individual company accounts

      4. 5. Group accounts

      5. 6. Additional disclosure required in notes to accounts

      6. 7. Approval and signing of accounts

      7. 8. Directors' report

      8. 9. Auditors' report

      9. 10. Publication of accounts and reports

      10. 11. Laying and delivering of accounts and reports

      11. 12. Remedies for failure to comply with accounting requirements

   3. Exemptions and special provisions

      1. 13. Small and medium-sized companies and groups

      2. 14. Dormant companies

      3. 15. Public listed companies: provision of summary financial statement

      4. 16. Private companies: election to dispense with laying of accounts and reports before general meeting

      5. 17. Unlimited companies: exemption from requirement to deliver accounts and reports

      6. 18. Banking and insurance companies and groups: special provisions

   4. Supplementary provisions

      1. 19. Accounting standards

      2. 20. Power to alter accounting requirements

      3. 21. Parent and subsidiary undertakings

      4. 22. Other interpretation provisions

   5. Consequential amendments

      1. 23. Consequential amendments

3. Part II Eligibility for Appointment as Company Auditor

   1. Introduction

      1. 24. Introduction

   2. Eligibility for appointment

      1. 25. Eligibility for appointment

      2. 26. Effect of appointment of partnership

      3. 27. Ineligibility on ground of lack of independence

      4. 28. Effect of ineligibility

      5. 29. Power of Secretary of State to require second audit

   3. Recognition of supervisory bodies and professional qualifications

      1. 30. Supervisory bodies

      2. 31. Meaning of “appropriate qualification”

      3. 32. Qualifying bodies and recognised professional qualifications

      4. 33. Approval of overseas qualifications

      5. 34. Eligibility of individuals retaining only 1967 Act authorisation

   4. Duties of recognised bodies

      1. 35. The register of auditors

      2. 36. Information about firms to be available to public

      3. 37. Matters to be notified to the Secretary of State

      4. 38. Power to call for information

      5. 39. Compliance orders

      6. 40. Directions to comply with international obligations

   5. Offences

      1. 41. False and misleading statements

      2. 42. Offences by bodies corporate, partnerships and unincorporated associations

      3. 43. Time limits for prosecution of offences

      4. 44. Jurisdiction and procedure in respect of offences

   6. Supplementary provisions

      1. 45. Fees

      2. 46. Delegation of functions of Secretary of State

      3. 47. Restrictive practices

      4. 48. Exemption from liability for damages

      5. 49. Service of notices

      6. 50. Power to make consequential amendments

      7. 51. Power to make provision in consequence of changes affecting accountancy bodies

      8. 52. Meaning of “associate”

      9. 53. Minor definitions

      10. 54. Index of defined expressions

4. Part III Investigations and Powers to Obtain Information

   1. Amendments of the Companies Act 1985

      1. 55. Investigations by inspectors not leading to published report

      2. 56. Production of documents and evidence to inspectors

      3. 57. Duty of inspectors to report

      4. 58. Power to bring civil proceedings on the company’s behalf

      5. 59. Expenses of investigating a company’s affairs

      6. 60. Power of Secretary of State to present winding-up petition

      7. 61. Inspectors' reports as evidence

      8. 62. Investigation of company ownership

      9. 63. Secretary of State’s power to require production of documents

      10. 64. Entry and search of premises

      11. 65. Provision for security of information obtained

      12. 66. Punishment for destroying, mutilating, &c. company documents

      13. 67. Punishment for furnishing false information

      14. 68. Disclosure of information by Secretary of State or inspector

      15. 69. Protection of banking information

      16. 70. Investigation of oversea companies

      17. 71. Investigation of unregistered companies

   2. Amendments of the Financial Services Act 1986

      1. 72. Investigations into collective investment schemes

      2. 73. Investigations into affairs of persons carrying on investment business

      3. 74. Investigations into insider dealing

      4. 75. Restrictions on disclosure of information

      5. 76. Entry and search of premises

   3. Amendments of other enactments

      1. 77. Amendments of the Insurance Companies Act 1982

      2. 78. Amendment of the Insolvency Act 1986

      3. 79. Amendment of the Company Directors Disqualification Act 1986

      4. 80. Amendment of the Building Societies Act 1986

      5. 81. Amendments of the Banking Act 1987

   4. Powers exercisable to assist overseas regulatory authorities

      1. 82. (1) The powers conferred by section 83 are exercisable by...

      2. 83. Power to require information, documents or other assistance

      3. 84. Exercise of powers by officer, &c

      4. 85. Penalty for failure to comply with requirement, &c

      5. 86. Restrictions on disclosure of information

      6. 87. Exceptions from restrictions on disclosure

      7. 88. Exercise of powers in relation to Northern Ireland

      8. 89. Prosecutions

      9. 90. Offences by bodies corporate, partnerships and unincorporated associations

      10. 91. Jurisdiction and procedure in respect of offences

5. Part IV Registration of Company Charges

   1. Introduction

      1. 92. Introduction

   2. Registration in the companies charges register

      1. 93. Charges requiring registration

      2. 94. The companies charges register

      3. 95. Delivery of particulars for registration

      4. 96. Delivery of further particulars

      5. 97. Effect of omissions and errors in registered particulars

      6. 98. Memorandum of charge ceasing to affect company’s property

      7. 99. Further provisions with respect to voidness of charges

      8. 100. Additional information to be registered

   3. Copies of instruments and register to be kept by company

      1. 101. Copies of instruments and register to be kept by company

   4. Supplementary provisions

      1. 102. Power to make further provision by regulations

      2. 103. Other supplementary provisions

      3. 104. Interpretation, &c

      4. 105. Charges on property of oversea company

      5. 106. Application of provisions to unregistered companies

      6. 107. Consequential amendments

6. Part V Other amendments of Company Law

   1. A company’s capacity and related matters

      1. 108. A company’s capacity and the power of the directors to bind it

      2. 109. Invalidity of certain transactions involving directors

      3. 110. Statement of company’s objects

      4. 111. Charitable companies

      5. 112. Charitable companies (Scotland)

   2. De-regulation of private companies

      1. 113. Written resolutions of private companies

      2. 114. Written resolutions: supplementary provisions

      3. 115. Election by private company to dispense with certain requirements

      4. 116. Elective resolution of private company

      5. 117. Power to make further provision by regulations

   3. Appointment and removal of auditors and related matters

      1. 118. Introduction

      2. 119. Appointment of auditors

      3. 120. Rights of auditors

      4. 121. Remuneration of auditors

      5. 122. Removal, resignation, &c. of auditors

      6. 123. Statement by person ceasing to hold office as auditor

      7. 124. Auditors of trade unions and employers' associations

   4. Company records and related matters

      1. 125. Delivery of documents to the registrar

      2. 126. Keeping and inspection of company records

      3. 127. Supplementary provisions as to company records and related matters

   5. Miscellaneous

      1. 128. Form of articles for partnership company

      2. 129. Membership of holding company

      3. 130. Company contracts and execution of documents by companies

      4. 131. Members' rights to damages, &c

      5. 132. Financial assistance for purposes of employees' share scheme

      6. 133. Issue of redeemable shares

      7. 134. Disclosure of interests in shares

      8. 135. Orders imposing restrictions on shares

      9. 136. A company’s registered office

      10. 137. Effecting of insurance for officers and auditors of company

      11. 138. Increase of limits on certain exemptions

      12. 139. Annual returns

      13. 140. Floating charges (Scotland)

      14. 141. Application to declare dissolution of company void

      15. 142. Abolition of doctrine of deemed notice

      16. 143. Rights of inspection and related matters

      17. 144. “Subsidiary”, “holding company” and “wholly-owned subsidiary”

      18. 145. Minor amendments

7. Part VI Mergers and Related Matters

   1. 146. Restriction on references where prior notice given

   2. 147. Undertakings as alternative to merger reference

   3. 148. Enforcement of undertakings

   4. 149. Temporary restrictions on share dealings

   5. 150. Obtaining control by stages

   6. 151. False or misleading information

   7. 152. Fees

   8. 153. Other amendments about mergers and related matters

8. Part VII Financial Markets and Insolvency

   1. Introduction

      1. 154. Introduction

   2. Recognised investment exchanges and clearing houses

      1. 155. Market contracts

      2. 156. Additional requirements for recognition: default rules, &c

      3. 157. Changes in default rules

      4. 158. Modifications of the law of insolvency

      5. 159. Proceedings of exchange or clearing house take precedence over insolvency procedures

      6. 160. Duty to give assistance for purposes of default proceedings

      7. 161. Supplementary provisions as to default proceedings

      8. 162. Duty to report on completion of default proceedings

      9. 163. Net sum payable on completion of default proceedings

      10. 164. Disclaimer of property, rescission of contracts, £c

      11. 165. Adjustment of prior transactions

      12. 166. Powers of Secretary of State to give directions

      13. 167. Application to determine whether default proceedings to be taken

      14. 168. Delegation of functions to designated agency

      15. 169. Supplementary provisions

   3. Other exchanges and clearing houses

      1. 170. Certain overseas exchanges and clearing houses

      2. 171. Certain money market institutions

      3. 172. Settlement arrangements provided by the Bank of England

   4. Market charges

      1. 173. Market charges

      2. 174. Modifications of the law of insolvency

      3. 175. Administration orders, &c

      4. 176. Power to make provision about certain other charges

   5. Market property

      1. 177. Application of margin not affected by certain other interests

      2. 178. Priority of floating market charge over subsequent charges

      3. 179. Priority of market charge over unpaid vendor’s lien

      4. 180. Proceedings against market property by unsecured creditors

      5. 181. Power to apply provisions to other cases

   6. Supplementary provisions

      1. 182. Powers of court in relation to certain proceedings begun before commencement

      2. 183. Insolvency proceedings in other jurisdictions

      3. 184. Indemnity for certain acts, &c

      4. 185. Power to make further provision by regulations

      5. 186. Supplementary provisions as to regulations

      6. 187. Construction of references to parties to market contracts

      7. 188. Meaning of “default rules” and related expressions

      8. 189. Meaning of “relevant office-holder”

      9. 190. Minor definitions

      10. 191. Index of defined expressions

9. Part VIII Amendments of the Financial Services Act 1986

   1. 192. Statements of principle

   2. 193. Restriction of right to bring action for contravention of rules, regulations, &c

   3. 194. Application of designated rules and regulations to members of self-regulating organisations

   4. 195. Codes of practice

   5. 196. Relations with other regulatory authorities

   6. 197. Construction of references to incurring civil liability

   7. 198. Offers of unlisted securities

   8. 199. Offers of securities by private companies and old public companies

   9. 200. Jurisdiction of High Court and Court of Session

   10. 201. Directions to secure compliance with international obligations

   11. 202. Offers of short-dated debentures

   12. 203. Standard of protection for investors

   13. 204. Costs of compliance

   14. 205. Requirements for recognition of investment exchange

   15. 206. Consequential amendments and delegation of functions on commencement

10. Part IX Transfer of Securities

    1. 207. Transfer of Securities

11. Part X Miscellaneous and General Provisions

    1. Miscellaneous

       1. 208. Summary proceedings in Scotland for offences in connection with disqualification of directors

       2. 209. Prosecutions in connection with insider dealing

       3. 210. Restriction of duty to supply statements of premium income

       4. 211. Building societies: miscellaneous amendments

    2. General

       1. 212. Repeals

       2. 213. Provisions extending to Northern Ireland

       3. 214. Making of corresponding provision for Northern Ireland

       4. 215. Commencement and transitional provisions

       5. 216. Short title

12. Schedules:

    1. Schedule 1

       Form and content of company accounts.

    2. Schedule 2

       Form and content of group accounts.

    3. Schedule 3

       Disclosure of information: related undertakings.

       1. Part I Companies not required to prepare group accounts.

       2. Part II Companies required to prepare group accounts.

    4. Schedule 4

       Disclosure of information: emoluments and other benefits of directors and others.

    5. Schedule 5

       Matters to be included in directors' report.

    6. Schedule 6

       Exemptions for small and medium-sized companies.

       1. Part I Small companies.

       2. Part II Medium-sized companies.

       3. Part III Supplementary provisions.

    7. Schedule 7

       Special provisions for banking and insurance companies and groups.

       1. Part I Form and content of accounts.

       2. Part II Accounts of banking or insurance group.

       3. Part III Additional disclosure: related undertakings.

       4. Part IV Additional disclosure: emoluments and other benefits of directors and others.

    8. Schedule 8

       Directors' report where accounts prepared in accordance with special provisions for banking or insurance companies or groups.

    9. Schedule 9

       Parent and subsidiary undertakings: supplementary provisions.

    10. Schedule 10

        Amendments consequential on Part I.

        1. Part I Amendments of the Companies Act 1985.

        2. Part II Amendments of other enactments.

    11. Schedule 11

        Recognition of supervisory body.

        1. Part I Grant and revocation of recognition.

        2. Part II Requirements for recognition.

    12. Schedule 12

        Recognition of professional qualification.

        1. Part I Grant and revocation of recognition.

        2. Part II Requirements for recognition.

    13. Schedule 13

        Supplementary provisions with respect to delegation order.

    14. Schedule 14

        Supervisory and qualifying bodies: restrictive practices.

        1. Part I Prevention of restrictive practices.

        2. Part II Consequential exemptions from competition law.

    15. Schedule 15

        Charges on property of oversea companies.

    16. Schedule 16

        Amendments consequential on Part IV.

    17. Schedule 17

        Company contracts, seals, &c.: further provisions.

    18. Schedule 18

        “Subsidiary” and related expressions: consequential amendments and savings.

    19. Schedule 19

        Minor amendments of the Companies Act 1985.

    20. Schedule 20

        Amendments about mergers and related matters.

    21. Schedule 21

        Additional requirements for recognition.

        1. Part I UK investment exchanges.

        2. Part II UK clearing houses.

        3. Part III Overseas investment exchanges and clearing houses.

    22. Schedule 22

        Financial markets and insolvency: provisions applying to pre-commencement cases.

    23. Schedule 23

        Consequential amendments of the Financial Services Act 1986.

        1. Part I General amendments.

        2. Part II Amendments relating to friendly societies.

    24. Schedule 24

        Repeals.