Companies (Audit, Investigations and Community Enterprise) Act 2004

1. Introductory Text

2. Part 1 Auditors, accounts, directors' liabilities and investigations

   1. Chapter 1 Auditors

      1. Recognised supervisory bodies

         1. 1. Additional requirements for recognition of supervisory bodies

         2. 2. Arrangements to which additional requirements for recognition relate

      2. Delegation of Secretary of State’s functions in relation to auditors

         1. 3. Delegation of functions by Secretary of State to new or existing body

         2. 4. Circumstances in which Secretary of State may delegate functions to existing body

         3. 5. Supplementary provisions about delegation orders

      3. Auditors' qualifications

         1. 6. Approval of overseas qualifications for auditors

      4. Services provided by auditors

         1. 7. Disclosure of services provided by auditors and related remuneration

   2. Chapter 2 Accounts and reports

      1. Auditing of accounts

         1. 8. Auditors' rights to information

         2. 9. Statement in directors' report as to disclosure of information to auditors

      2. Defective accounts

         1. 10. Persons authorised to apply to court in connection with defective accounts

         2. 11. Disclosure of tax information by Inland Revenue to facilitate application for declaration that accounts are defective

         3. 12. Power of person authorised to require documents, information and explanations

      3. Directors' reports

         1. 13. Power to specify bodies who may issue reporting standards

      4. Supervision of accounts and reports

         1. 14. Supervision of periodic accounts and reports of issuers of listed securities

         2. 15. Application of sections 15A to 15E

         3. 15A. Disclosure of information by tax authorities

         4. 15B. Power of prescribed body to require documents, information and explanations

         5. 15C. Restrictions on disclosure of information obtained under compulsory powers

         6. 15D. Permitted disclosure of information obtained under compulsory powers

         7. 15E. Power to amend categories of permitted disclosure

      5. Bodies concerned with accounting standards etc.

         1. 16. Grants to bodies concerned with accounting standards etc.

         2. 17. Levy to pay expenses of bodies concerned with accounting standards etc.

         3. 18. Exemption from liability

         4. 18A. Power to confer exemption from liability

   3. Chapter 3 Directors' liabilities

      1. .... Relaxation of prohibition on provisions protecting directors etc. from liability

      2. 20. Funding of director’s expenditure on defending proceedings

   4. Chapter 4 Investigations

      1. 21. Power to require documents and information

      2. 22. Protection in relation to certain disclosures

      3. 23. Power to enter and remain on premises

      4. 24. Failure to comply with certain requirements

   5. Chapter 5 Supplementary

      1. 25. Minor and consequential amendments

3. Part 2 Community interest companies

   1. Introductory

      1. 26. Community interest companies

      2. 27. Regulator

      3. 28. Appeal Officer

      4. 29. Official Property Holder

   2. Requirements

      1. 30. Cap on distributions and interest

      2. 31. Distribution of assets on winding up

      3. 32. Articles of association

      4. 33. Names

      5. 34. Community interest company reports

      6. 35. Community interest test and excluded companies

   3. Becoming a community interest company

      1. 36. Formation of company as a community interest company

      2. 36A. Formation as community interest company: decision on eligibility

      3. 36B. Formation as community interest company: implementation of decision on eligibility

      4. 37. Company becoming a community interest company

      5. 37A. Becoming a community interest company: application to court to cancel resolutions

      6. 37B. Becoming a community interest company: notice to registrar of court application or order

      7. 37C. Becoming a community interest company: application and accompanying documents

      8. 38. Becoming a community interest company: decision by Regulator

      9. 38A. Becoming a community interest company: implementation of decision on eligibility

      10. 39. Becoming a community interest company: English charities

      11. 40. Becoming a community interest company: Scottish charities

      12. 40A. Becoming a community interest company: Northern Ireland charities

   4. Supervision by Regulator

      1. 41. Conditions for exercise of supervisory powers

      2. 42. Investigation

      3. 43. Audit

      4. 44. Civil proceedings

      5. 45. Appointment of director

      6. 46. Removal of director

      7. 47. Appointment of manager

      8. 48. Property

      9. 49. Transfer of shares etc.

      10. 50. Petition for winding up

      11. 51. Dissolution and striking off

   5. Change of status

      1. 52. Re-registration

      2. 53. Ceasing to be a community interest company

      3. 54. Ceasing to be a community interest company and becoming a charity

      4. 54A. Ceasing to be a community interest company and becoming a charity: application to court to cancel resolutions

      5. 54B. Ceasing to be a community interest company and becoming a charity: notice to registrar of court application or order

      6. 54C. Ceasing to be a community interest company and becoming a charity: application and accompanying documents

      7. 55. Ceasing to be a community interest company and becoming a charity: decision by Regulator

      8. 55A. Ceasing to be a community interest company and becoming a charity : consequences of Regulator’s decision

      9. 56. Becoming a registered society

   6. Supplementary

      1. 57. Fees

      2. 58. Extension of provisions about registrar etc.

      3. 59. Information

      4. 60. Offences

      5. 61. Orders made by Regulator

      6. 62. Regulations

      7. 63. Interpretation

4. Part 3 Supplementary

   1. 64. Repeals and revocations

   2. 65. Commencement etc.

   3. 66. Extent

   4. 67. Short title

5. SCHEDULES

   1. SCHEDULE 1

      New Schedule 7B to the Companies Act 1985

      1. . . . . . . . . . ....

   2. SCHEDULE 2

      Minor and consequential amendments relating to Part 1

      1. Part 1 Amendments relating to auditors

         1. Companies Act 1989 (c. 40)

            1. 1. . . . . . . . . . ....

            2. 2. . . . . . . . . . ....

            3. 3. . . . . . . . . . ....

         2. Companies (Northern Ireland) Order 1990 (S.I. 1990/593(N.I. 5))

            1. 4. In the Companies (Northern Ireland) Order 1990, omit Article 49...

      2. Part 2 Amendments relating to accounts and reports

         1. Companies Act 1985 (c. 6)

            1. 5. The Companies Act 1985 has effect subject to the following...

            2. 6. In section 249E(2)(d) (rights to information)— (a) for “section 389A(1)...

            3. 7. In section 732(1) and (2)(a) (prosecution by public authorities), after...

            4. 8. In section 733(1) (offences by body corporate), after “216(3)” insert...

            5. 9. In section 734(1) (criminal proceedings against unincorporated bodies)—

            6. 10. (1) Schedule 24 (punishment of offences) is amended as follows....

         2. Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6))

            1. 11. . . . . . . . . . ....

            2. 12. . . . . . . . . . ....

            3. 13. . . . . . . . . . ....

            4. 14. . . . . . . . . . ....

            5. 15. . . . . . . . . . ....

      3. Part 3 Amendments relating to investigations

         1. Companies Act 1985 (c. 6)

            1. 16. The Companies Act 1985 has effect subject to the following...

            2. 17. After section 447 insert— Information provided: evidence (1) A statement made by a person in compliance with...

            3. 18. For section 449 substitute— Provision for security of information obtained...

            4. 19. For section 451 substitute— Punishment for furnishing false information (1) A person commits an offence if in purported compliance...

            5. 20. (1) Section 451A (disclosure of certain information) is amended as...

            6. 21. In section 452— (a) for subsection (1) substitute—

            7. 22. In section 732 (prosecution by public authorities)—

            8. 23. In section 733 (offences by bodies corporate)—

            9. 24. In section 734(1) (criminal proceedings against unincorporated bodies), for “447...

            10. 25. After Schedule 15B insert— SCHEDULE 15C Specified persons Section 449...

            11. 26. (1) Schedule 24 (punishment of offences) is amended as follows....

         2. Insolvency Act 1986 (c. 45)

            1. 27. In section 124A(1)(a) of the Insolvency Act 1986 (petition for...

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

            1. 28. In section 8(1A)(b)(i) of the Company Directors Disqualification Act 1986...

         4. Companies Act 1989 (c. 40)

            1. 29. In the table in section 87(4) of the Companies Act...

         5. Criminal Justice and Police Act 2001 (c. 16)

            1. 30. In paragraph 17 of Schedule 2 to the Criminal Justice...

         6. Anti-terrorism, Crime and Security Act 2001 (c. 24)

            1. 31. In paragraph 24 of Schedule 4 to the Anti-terrorism, Crime...

   3. SCHEDULE 3

      Regulator of Community Interest Companies

      1. Regulator’s terms of appointment

         1. 1. (1) The period for which a person is appointed as...

      2. Remuneration and pensions

         1. 2. (1) The Secretary of State may pay remuneration and travelling...

      3. Staff

         1. 3. (1) The Regulator may, after consulting the Minister for the...

         2. 4. The person appointed to chair the Charity Commission may make...

      4. Delegation of functions

         1. 5. Anything which the Regulator is authorised or required to do...

      5. Finance

         1. 6. The Secretary of State may make payments to the Regulator....

      6. Reports and other information

         1. 7. (1) The Regulator must, in respect of each financial year,...

      7. Amendments

         1. 8. In Schedule 2 to the Parliamentary Commissioner Act 1967 (c....

         2. 9. In Part 3 of Schedule 1 to the House of...

   4. SCHEDULE 4

      Appeal Officer for Community Interest Companies

      1. Appeal Officer’s terms of appointment

         1. 1. (1) The Appeal Officer holds office for the period determined...

      2. Remuneration and pensions

         1. 2. (1) The Secretary of State may pay remuneration and travelling...

      3. Finance

         1. 3. The Secretary of State may make payments to the Appeal...

      4. Procedure

         1. 4. (1) Regulations may make provision about the practice and procedure...

      5. Amendments

         1. 5. In Schedule 2 to the Parliamentary Commissioner Act 1967 (c....

         2. 6. In Part 3 of Schedule 1 to the House of...

   5. SCHEDULE 5

      Official Property Holder for Community Interest Companies

      1. Status

         1. 1. (1) The Official Property Holder is a corporation sole.

      2. Relationship with Regulator

         1. 2. The Regulator must make available to the Official Property Holder...

      3. Effect of vacancy

         1. 3. The Regulator must appoint a member of the Regulator’s staff...

      4. Property

         1. 4. (1) The Official Property Holder holds property vested in or...

      5. Finance

         1. 5. (1) The Official Property Holder may recover his expenses in...

      6. Reports

         1. 6. (1) As soon as possible after the end of each...

   6. SCHEDULE 6

      Community interest companies: names

      1. Companies Act 1985 (c. 6)

         1. 1. The Companies Act 1985 has effect subject to the following...

         2. 2. (1) Section 26 (prohibition on registration of certain names) is...

         3. 3. In section 27(4) (alternatives of statutory designations), after paragraph (d)...

         4. 4. In section 30(7) (further exemptions for company exempt from using...

         5. 5. In section 33(1) (person who is not a public company...

         6. 6. After section 34 insert— Penalty for improper use of “community...

         7. 7. In section 43(2)(b) (re-registration of private company as public: alteration...

         8. 8.

         9. 9. (1) Schedule 24 (punishment of offences) is amended as follows....

      2. Limited Liability Partnerships Act 2000 (c. 12)

         1. 10. In paragraph 8(2) of the Schedule to the Limited Liability...

   7. SCHEDULE 7

      Community interest companies: investigations

      1. Power to require documents and information

         1. 1. (1) The investigator of a community interest company may require...

      2. Privileged information

         1. 2. (1) Nothing in paragraph 1 requires a person to produce...

      3. Use of information as evidence

         1. 3. (1) A statement made by a person in compliance with...

      4. Failure to comply with requirement

         1. 4. (1) This paragraph applies if a person fails to comply...

      5. False information

         1. 5. (1) A person commits an offence if in purported compliance...

   8. SCHEDULE 8

      Repeals and revocations