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Companies Act 2006

  • Explanatory Notes Table of contents

Please note:

All reference to 'Parts' and 'sections' are from the Companies Act 2006. For other versions of these Explanatory Notes, see More Resources.

  1. Introduction

  2. Background

  3. Overview of the Structure of the Act

  4. Summary of Legislative Changes

  5. Territorial Extent and Devolution

    1. Northern Ireland

    2. Scotland

    3. Wales

    4. Crown Dependencies

    5. Part 1: General Introductory Provisions

      1. Section 1: Companies

      2. Section 2: The Companies Acts

      3. Section 3: Limited and unlimited companies

      4. Section 4: Private and public companies

      5. Section 5: Companies limited by guarantee and having share capital

      6. Section 6: Community interest companies

    6. Part 2: Company Formation

      1. Section 7: Method of forming company

      2. Section 8: Memorandum of association

      3. Section 9: Registration documents

      4. Section 10: Statement of capital and initial shareholdings

      5. Section 11: Statement of guarantee

      6. Section 12: Statement of proposed officers

      7. Section 13: Statement of compliance

      8. Section 14: Registration

      9. Section 15: Issue of certificate of incorporation

      10. Section 16: Effect of registration

    7. Part 3: a Company’s Constitution

    8. Chapter 1: Introductory

      1. Section 17: A company’s constitution

    9. Chapter 2: Articles of Association

      1. Section 18: Articles of association

      2. Section 19: Power of Secretary of State to prescribe model articles

      3. Section 20: Default application of model articles

      4. Section 21: Amendment of articles

      5. Section 22: Entrenched provisions of the articles

      6. Section 23: Notice to registrar of existence of restriction on amendment of articles

      7. Section 24: Statement of compliance where amendment of articles restricted

      8. Section 25: Effect of alteration of articles on company’s members

      9. Section 26: Registrar to be sent copy of amended articles

      10. Section 27: Registrar’s notice to comply in case of failure with respect to amended articles

      11. Section 28: Existing companies: provisions of memorandum treated as provisions of articles

    10. Chapter 3: Resolutions and Agreements Affecting a Company’s Constitution

      1. Section 29: Resolutions and agreements affecting a company’s constitution

      2. Section 30: Copies of resolutions or agreements to be forwarded to registrar

    11. Chapter 4: Miscellaneous and Supplementary Provisions

      1. Section 31: Statement of company’s objects

      2. Section 32: Constitutional documents to be provided to members

      3. Section 33: Effect of company’s constitution

      4. Section 34: Notice to registrar where company’s constitution altered by enactment

      5. Section 35: Notice to registrar where company’s constitution altered by order

      6. Section 36: Documents to be incorporated in or accompany copies of articles issued by company

      7. Section 37: Right to participate in profits otherwise than as member void

      8. Section 38: Application to single member companies of enactments and rules of law

    12. Part 4: a Company’s Capacity and Related Matters

      1. Section 39: A company’s capacity

      2. Section 40: Power of directors to bind the company

      3. Section 41: Constitutional limitations: transactions involving directors or their associates

      4. Section 42: Constitutional limitations: companies that are charities

      5. Section 43: Company contracts

      6. Section 44: Execution of documents

      7. Section 45: Common seal

      8. Section 46: Execution of deeds

      9. Section 47: Execution of deeds and other documents by attorney

      10. Section 48: Execution of documents by companies

      11. Section 49: Official seal for use abroad

      12. Section 50: Official seal for share certificates

      13. Section 51: Pre-incorporation contracts, deeds and obligations

      14. Section 52: Bills of exchange and promissory notes

    13. Part 5: a Company’s Name

    14. Chapter 1: General Requirements

      1. Section 53: Prohibited names

      2. Section 54: Names suggesting connection with government or public authority

      3. Section 55: Other sensitive words or expressions

      4. Section 56: Duty to seek comment of government department or other specified body

      5. Section 57: Permitted characters

    15. Chapter 2: Indications of Company Type Or Legal Form

      1. Section 58: Public limited companies

      2. Section 59: Private limited companies

      3. Sections 60 to 62: Exemption from requirement as to use of “limited”

      4. Section 63: Exempt company: restriction on alteration of articles

      5. Section 64: Power to direct change of name in case of company ceasing to be entitled to exemption

      6. Section 65: Inappropriate use of indications of company type or legal form

    16. Chapter 3: Similarity to Other Names

      1. Section 66: Name not to be the same as another in the index

      2. Section 67: Power to direct change of name in case of similarity to existing name

      3. Section 68: Direction to change name: supplementary provisions

      4. Section 69: Objection to company’s registered name

      5. Section 70: Company names adjudicators

      6. Section 71: Procedural rules

      7. Section 72: Decision of adjudicator to be made available to public

      8. Section 73: Order requiring name to be changed

      9. Section 74: Appeal from adjudicator’s decision

    17. Chapter 4: Other Powers of the Secretary of State

      1. Section 75: Provision of misleading information

      2. Section 76: Misleading indication of activities

    18. Chapter 5: Change of Name

      1. Section 77: Change of name

      2. Section 78: Change of name by special resolution

      3. Section 79: Change of name by means provided for in company’s articles

      4. Section 80: Change of name: registration and issue of new certificate of incorporation

      5. Section 81: Change of name: effect

    19. Chapter 6: Trading Disclosures

      1. Section 82: Requirement to disclose company name

      2. Section 83: Civil consequences of failure to make required disclosure

      3. Section 84: Criminal consequences of failure to make required disclosures

      4. Section 85: Minor variations in form of name to be left out of account

    20. Part 6: a Company’s Registered Office

      1. Section 86: A company’s registered office

      2. Section 87: Change of address of registered office

      3. Section 88: Welsh companies

    21. Part 7: Re-Registration as a Means of Altering a Company’s Status

      1. Introductory

        1. Section 89: Alteration of status by re-registration

      2. Private company becoming public

        1. Section 90: Re-registration of private company as public

        2. Section 91: Requirements as to share capital

        3. Section 92: Requirements as to net assets

        4. Section 93: Recent allotment of shares for non-cash consideration

        5. Section 94: Application and accompanying documents

        6. Section 95: Statement of proposed secretary

        7. Section 96: Issue of certificate of incorporation on re-registration

      3. Public company becoming private

        1. Section 97: Re-registration of public company as private limited company

        2. Section 98: Application to court to cancel resolution

        3. Section 99: Notice to registrar of court application or order

        4. Section 100: Application and accompanying documents

        5. Section 101: Issue of certificate of incorporation on re-registration

      4. Private limited company becoming unlimited

        1. Section 102: Re-registration of private limited company as unlimited

        2. Section 103: Application and accompanying documents

        3. Section 104: Issue of certificate of incorporation on re-registration

      5. Unlimited private company becoming limited

        1. Section 105: Re-registration of unlimited company as limited

        2. Section 106: Application and accompanying documents

        3. Section 107: Issue of certificate of incorporation on re-registration

        4. Section 108: Statement of capital required where company already has share capital

      6. Public company becoming private and unlimited

        1. Section 109: Re-registration of public company as private and unlimited

        2. Section 110: Application and accompanying documents

        3. Section 111: Issue of certificate of incorporation on re-registration

    22. Part 8: a Company’s Members

    23. Chapter 1: the Members of a Company

      1. Section 112: The members of a company

    24. Chapter 2: Register of Members

      1. Section 113: Register of members

      2. Section 114: Register to be kept available for inspection

      3. Section 115: Index of members

      4. Section 116: Rights to inspect and require copies

      5. Section 117: Register of members: response to request for inspection or copy

      6. Section 118: Register of members: refusal of inspection or default in providing copy

      7. Section 119: Register of members: offences in connection with request for or disclosure of information.

      8. Section 120: Information as to state of register and index

      9. Section 121: Removal of entries relating to former members

      10. Section 122: Share warrants

      11. Section 123: Single member companies

      12. Section 124: Company holding its own shares as treasury shares

      13. Section 125: Power of court to rectify register

      14. Section 126: Trusts not to be entered on register

      15. Section 127: Register to be evidence

      16. Section 128: Time limit for claims arising from entry in register

    25. Chapter 3: Overseas Branch Registers

    26. Chapter 4: Prohibition on Subsidiary Being Member of Its Holding Company

    27. Part 9: Exercise of Members’ Rights

      1. Effect of provisions in company’s articles

        1. Section 145: Effect of provisions of articles as to enjoyment of exercise of members’ rights

      2. Information rights

        1. Section 146: Traded companies: nomination of persons to enjoy information rights

        2. Section 147: Information rights: form in which copies to be provided

        3. Section 148: Termination or suspension of nomination

        4. Section 149: Information as to possible rights in relation to voting

        5. Section 150: Information rights: status of rights

        6. Section 151: Information rights: power to amend

      3. Effect of rights where shares held on behalf of others

        1. Section 152: Exercise of rights where shares held on behalf of others: exercise in different ways

        2. Section 153: Exercise of rights where shares held on behalf of others: members’ requests

    28. Part 10: Company Directors

      1. Who is a director?

      2. Powers of directors

    29. Chapter 1: Appointment and Removal of Directors

      1. Section 154: Companies required to have directors

      2. Section 155: Companies required to have at least one director who is a natural person

      3. Section 156: Direction requiring company to make appointment

      4. Section 157: Minimum age for appointment as director

      5. Section 158: Power to provide for exceptions from minimum age requirement

      6. Section 159: Existing under-age directors

      7. Section 160: Appointment of directors of public company to be voted on individually.

      8. Section 161: Validity of acts of directors

      9. Section 162: Register of directors

      10. Section 163: Particulars of directors to be registered: individuals

      11. Section 164: Particulars of directors to be registered: corporate directors and firms

      12. Section 165: Register of directors’ residential addresses

      13. Section 166: Particulars of directors to be registered: power to make regulations

      14. Section 167: Duty to notify registrar of changes

      15. Section 168: Resolution to remove director

      16. Section 169: Director’s right to protest removal

    30. Chapter 2: General Duties of Directors

      1. Sections 170 to 181: General comments

      2. Codification of common law rules and equitable principles

      3. Duties owed to the company

      4. Who are the duties owed by?

      5. The relationship between the duties

      6. Relationship between the duties and the company’s constitution

      7. Relationship between the duties and the detailed rules requiring member approval of conflicts of interest

      8. Relationship between the duties and the general law

      9. Consequences of breach

  6. Commentary on Individual Duties

    1. Section 171: Duty to act within powers

    2. Section 172: Duty to promote the success of the company

    3. Section 173: Duty to exercise independent judgment

    4. Section 174: Duty to exercise reasonable care, skill and diligence

    5. Section 175: Duty to avoid conflicts of interest

    6. Section 176: Duty not to accept benefits from third parties

    7. Section 177: Duty to declare interest in proposed transaction or arrangement

    8. Section 181: Modification of provisions in relation to charitable companies

    9. Chapter 3: Declaration of Interest in Existing Transaction Or Arrangement

      1. Section 182: Declaration of interest in existing transaction or arrangement

      2. What should be declared?

      3. When should the declaration be made?

      4. How should the declaration be made?

        1. Section 183: Offence of failure to declare interest

        2. Section 184: Declaration made by notice in writing

        3. Section 185: General notice treated as sufficient declaration

        4. Section 186: Declaration of interest in case of company with sole director

        5. Section 187: Declaration of interest in existing transaction by shadow director

  7. General Introduction to Chapters 4 and 5

    1. Chapter 4: Transactions With Directors Requiring Approval of Members

      1. Structure

      2. Alignment of provisions

      3. Criminal penalties

      4. Civil remedies

      5. Approval by holding company

      6. Transactions between a company and the director of a fellow subsidiary

      7. Exception for wholly-owned subsidiary

      8. Shadow directors

      9. Approval required

      10. Memorandum with details of the transaction

      11. Requirement for Charity Commission consent for charitable companies

  8. Commentary

    1. Sections 188 and 189: Service contracts

    2. Sections 190 to 196: Substantial property transactions

    3. Sections 197 to 214: Loans, quasi-loans and credit transactions

    4. Sections 215 to 222: Payments for loss of office

    5. Chapter 5: Directors’ Service Contracts

      1. Section 227: Directors’ service contracts

      2. Section 228: Copy of contract or memorandum of terms to be available for inspection

      3. Section 229: Right of member to inspect and request copy

      4. Section 230: Directors’ service contracts: application of provisions to shadow directors

    6. Chapter 6: Contracts With Sole Members Who are Directors

      1. Section 231: Contract with sole member who is also a director

    7. Chapter 7: Directors’ Liabilities

      1. Section 232: Provisions protecting directors from liability

      2. Section 233: Provision of insurance

      3. Section 234: Qualifying third party indemnity provision

      4. Section 235: Qualifying pension scheme indemnity provision

      5. Section 236: Qualifying indemnity provision to be disclosed in directors’ report

      6. Section 237: Copy of qualifying indemnity provision to be available for inspection

      7. Section 238: Right of member to inspect and request copy

      8. Section 239: Ratification of acts of directors

    8. Chapter 8: Directors’ Residential Addresses: Protection from Disclosure

      1. Section 240: Protected information

      2. Section 241: Protected information: restriction on use or disclosure by company

      3. Section 242: Protected information: restriction on use or disclosure by the registrar

      4. Section 243: Permitted use or disclosure by the registrar

      5. Section 244: Disclosure under court order

      6. Section 245: Circumstances in which registrar may put address on the public record.

      7. Section 246: Putting the address on the public record

    9. Chapter 9: Supplementary Provisions

      1. Section 247: Power to make provision for employees on cessation or transfer of business

      2. Section 248: Minutes of directors’ meetings

      3. Section 249: Minutes as evidence

      4. Section 250: “Director”

      5. Section 251: “Shadow director”

      6. Section 252: Persons connected with a director

      7. Section 253: Members of a director’s family

      8. Section 254: Director “connected with” a body corporate

      9. Section 255: Director “controlling” a body corporate

      10. Section 256: Associated bodies corporate

      11. Section 257: References to company’s constitution

      12. Section 258: Power to increase financial limits

      13. Section 259: Transactions under foreign law

    10. Part 11: Derivative Claims and Proceedings by Members

  9. Existing Law

    1. England and Wales or Northern Ireland

    2. Scotland

      1. Chapter 1: Derivative Claims in England and Wales Or Northern Ireland

        1. Section 260: Derivative claims

        2. Section 261: Application for permission to continue derivative claim

        3. Section 262: Application for permission to continue claim as a derivative claim

        4. Section 263: Whether permission to be given

        5. Section 264: Application for permission to continue derivative claim brought by another member

      2. Chapter 2: Derivative Proceedings in Scotland

      3. Part 12: Company Secretaries

        1. Section 270: Private company not required to have secretary

        2. Section 271: Public company required to have secretary

        3. Section 272: Direction requiring public company to appoint secretary

        4. Section 273: Qualifications of secretaries of public companies

        5. Section 274: Discharge of functions where office vacant or secretary unable to act

        6. Section 275: Duty to keep register of secretaries

        7. Section 276: Duty to notify registrar of changes

        8. Section 277: Particulars of secretaries to be registered: individuals

        9. Section 278: Particulars of secretaries to be registered: corporate secretaries and firms

        10. Section 279: Particulars of secretaries to be registered: power to make regulations

        11. Section 280: Acts done by person in dual capacity

      4. Part 13: Resolutions and Meetings

      5. Chapter 1: General Provisions about Resolutions

        1. Section 281: Resolutions

        2. Section 282: Ordinary resolutions

        3. Section 283: Special resolutions

        4. Section 284: Votes: general rules

        5. Section 285: Votes: specific requirements

        6. Section 286: Votes of joint holders of shares

        7. Section 287: Saving for provisions of articles as to determination of entitlement to vote

      6. Chapter 2: Written Resolutions

    3. General provision about written resolutions

      1. Section 288: Written resolutions of private companies

      2. Section 289: Eligible members

    4. Circulation of written resolutions

      1. Section 290: Circulation date

      2. Section 291: Circulation of written resolutions proposed by directors

      3. Section 292: Members’ power to require circulation of written resolution

      4. Section 293: Circulation of written resolution proposed by members

      5. Section 294: Expenses of circulation

      6. Section 295: Application not to circulate members’ statement

    5. Agreeing to written resolutions

      1. Section 296: Procedure for signifying agreement to written resolution

      2. Section 297: Period for agreeing to written resolution

    6. Supplementary

      1. Section 298: Sending documents relating to written resolutions by electronic means

      2. Section 299: Publication of written resolution on website

      3. Section 300: Relationship between this Chapter and provisions of company’s articles

      4. Chapter 3: Resolutions at Meetings

    7. General provisions about resolutions at meetings

      1. Section 301: Resolutions at general meetings

    8. Calling meetings

      1. Section 302: Directors’ power to call general meetings

      2. Section 303: Members’ power to require directors to call general meeting

      3. Section 304: Directors’ duty to call meetings required by members

      4. Section 305: Power of members to call meeting at company’s expense

      5. Section 306: Power of court to order meeting

    9. Notice of meetings

      1. Section 307: Notice required of general meeting

      2. Section 308: Manner in which notice to be given

      3. Section 309: Publication of notice of meeting on website

      4. Section 310: Persons entitled to receive notice of meetings

      5. Section 311: Contents of notices of meetings

      6. Section 312: Resolution requiring special notice

      7. Section 313: Accidental failure to give notice of resolution or meeting

    10. Members’ statements

      1. Section 314: Members’ power to require circulation of statements

      2. Section 315: Company’s duty to circulate members’ statement

      3. Section 316: Expenses of circulating members’ statement

      4. Section 317: Application not to circulate members’ statement

    11. Procedure at meetings

      1. Section 318: Quorum at meetings

      2. Section 319: Chairman of meeting

      3. Section 320: Declaration by chairman on a show of hands

      4. Section 321: Right to demand a poll

      5. Section 322: Voting on a poll

      6. Section 323: Representation of corporations at meetings

    12. Proxies

      1. Section 324: Rights to appoint proxies

      2. Section 325: Notice of meeting to contain statement of rights

      3. Section 326: Company-sponsored invitations to appoint proxies

      4. Section 327: Notice required of appointment of proxy

      5. Section 328: Chairing meetings

      6. Section 329: Right of proxy to demand a poll

      7. Section 330: Notice required of termination of proxy’s authority

      8. Section 331: Saving for more extensive rights conferred by articles

    13. Adjourned meetings

      1. Section 332: Resolution passed at adjourned meeting

    14. Electronic communications

      1. Section 333: Sending documents relating to meetings in electronic form

    15. Application to class meetings

      1. Section 334: Application to class meetings

      2. Section 335: Application to class meetings: companies without a share capital

      3. Chapter 4: Public Companies: Additional Requirements for Agms

        1. Section 336: Public companies: annual general meeting

        2. Section 337: Public companies: notice of

        3. Section 338: Public companies: members’ power to require circulation of resolutions for s

        4. Section 339: Public companies: company’s duty to circulate members’ resolutions for s

        5. Section 340: Public companies: expenses of circulating members’ resolutions for

      4. Chapter 5: Additional Requirements for Quoted Companies

    16. Website publication of poll results

      1. Section 341: Results of poll to be made available on website

    17. Independent report on poll

      1. Section 342: Members’ power to require independent report on poll

      2. Section 343: Appointment of independent assessor

      3. Section 344: Independence requirement

      4. Section 345: Meaning of “associate”

      5. Section 346: Effect of appointment of a partnership

      6. Section 347: The independent assessor’s report

      7. Section 348: Rights of independent assessor: right to attend meeting

      8. Section 349: Rights of independent assessor: right to information

      9. Section 350: Offences relating to provision of information

      10. Section 351: Information to be made available on website

    18. Supplementary

      1. Section 352: Application of provisions to class meetings

      2. Section 353: Requirements as to website availability

      3. Section 354: Power to limit or extend the types of company to which provisions of this Chapter apply

      4. Chapter 6: Records of Resolutions and Meetings

        1. Section 355: Records of resolutions and meetings

        2. Section 356: Records as evidence of resolutions

        3. Section 357: Records of decisions by sole member

        4. Section 358: Inspection of records of resolutions and meetings

        5. Section 359: Records of resolutions and meetings of class of members

      5. Chapter 7: Supplementary Provisions

        1. Section 360: Computation of periods of notice : clear day rule

        2. Section 361: Meaning of “quoted company”

      6. Part 14: Control of Political Donations and Expenditure

        1. Background and summary

  10. Commentary

    1. Section 362: Introductory

    2. Section 363: Political parties, organisations to which this Part applies

    3. Section 364: Meaning of “political donation”

    4. Section 365: Meaning of “political expenditure”

    5. Section 366: Authorisation required for donations or expenditure

    6. Section 367: Form of authorising resolution

    7. Section 368: Period for which resolution has effect

    8. Section 369: Liability of directors in case of unauthorised donation or expenditure

    9. Section 370: Enforcement of directors' liabilities by shareholder action

    10. Section 371: Enforcement of directors’ liabilities by shareholder action: supplementary

    11. Section 372: Costs of shareholder action

    12. Section 373: Information for purposes of shareholder action

    13. Sections 374 to 378: Exemptions

    14. Section 379: Minor definitions

    15. Part 15: Accounts and Reports

      1. Chapter 1: Introduction

        1. Section 380: Scheme of this Part

        2. Companies subject to the small companies regime

          1. Section 381: Companies subject to the small companies regime

            Section 382: Companies qualifying as small: general

            Section 383: Companies qualifying as small: parent companies

            Section 384: Companies excluded from the small companies regime

          2. Section 385: Quoted and unquoted companies

      2. Chapter 2: Accounting Records

        1. Sections 386 to 389: Accounting records

      3. Chapter 3: a Company’s Financial Year

        1. Section 390: A company’s financial year

        2. Section 391: Accounting reference periods and accounting reference date

        3. Section 392: Alteration of accounting reference date

      4. Chapter 4: Annual Accounts

        1. Section 393: Accounts to give true and fair view

        2. Individual accounts

        3. Group accounts: small companies

          1. Section 398: Option to prepare group accounts

        4. Group accounts: other companies

          1. Sections 399 to 402: group accounts: other companies

        5. Group accounts: general

          1. Section 403: Group accounts: applicable accounting framework

          2. Section 404: Companies Act group accounts

          3. Section 405: Companies Act group accounts: subsidiary undertakings included in the consolidation

          4. Section 406: group accounts

          5. Section 407: Consistency of financial reporting within group

          6. Section 408: Individual profit and loss account where group accounts prepared

        6. Information to be given in notes to the accounts

          1. Section 409: Information about related undertakings

          2. Section 410: Information about related undertakings: alternative compliance

          3. Section 411: Information about employee numbers and costs

          4. Section 412: Information about directors’ benefits: remuneration

          5. Section 413: Information about directors’ benefits: advances, credit and guarantees

          6. Section 414: Approval and signing of accounts

      5. Chapter 5: Directors’ Report

        1. Sections 415 to 419: Directors’ report

      6. Chapter 6: Quoted Companies: Directors’ Remuneration Report

        1. Sections 420 to 422: Quoted companies: directors’ remuneration report

      7. Chapter 7: Publication of Accounts and Reports

        1. Section 423: Duty to circulate copies of annual accounts and reports

        2. Section 424: Time allowed for sending out copies of accounts and reports

        3. Section 425: Default in sending out copies of accounts and reports: offences

        4. Sections 426 to 429: Option to provide summary financial statement

        5. Section 430: Quoted companies: requirements as to website publication

        6. Sections 431 and 432: Right of member or debenture holder to demand copies of accounts and reports

        7. Sections 433 to 436: Requirements in connection with publication of accounts and reports

      8. Chapter 8: Public Companies: Laying of Accounts and Reports before General Meeting

        1. Section 437: Public companies: laying of accounts and reports before general meeting

        2. Section 438: Public companies: offence of failure to lay accounts and reports

      9. Chapter 9: Quoted Companies: Members’ Approval of Directors’ Remuneration Report

        1. Section 439: Quoted companies: members’ approval of directors’ remuneration report

        2. Section 440: Quoted companies: offences in connection with procedure for approval

      10. Chapter 10: Filing of Accounts and Reports

        1. Sections 441 to 443: Duty to file accounts and reports

        2. Sections 444 to 448: Filing obligations of different descriptions of company

        3. Sections 449 and 450: Requirements where abbreviated accounts delivered

        4. Sections 451 to 453: Failure to file accounts and reports

      11. Chapter 11: Revision of Defective Accounts and Reports

        1. Section 454: Voluntary revision of accounts

        2. Section 455: Secretary of State’s notice in respect of accounts or reports

        3. Sections 456 to 458: Application to court

        4. Section 459: Power of authorised person to require documents, information and explanations

        5. Section 460: Restrictions on disclosure of information obtained under compulsory powers

        6. Section 461: Permitted disclosure of information obtained under compulsory powers

        7. Section 462: Power to amend categories of permitted disclosure

      12. Chapter 12: Supplementary Provisions

        1. Section 463: Liability for false or misleading statements in reports

        2. Section 464: Accounting standards

        3. Sections 465 to 467: Companies qualifying as medium-sized

        4. Section 468: General power to make further provision about accounts and reports

        5. Section 469: Preparation and filing of accounts in euros

        6. Section 470: Power to apply provisions to banking partnerships

        7. Section 471: Meaning of “annual accounts” and related expressions

        8. Section 472: Notes to the accounts

        9. Section 473: Parliamentary procedure for certain regulations under this Part

        10. Section 474: Minor definitions

    16. Part 16: Audit

      1. Chapter 1: Requirement for Audited Accounts

        1. Section 475: Requirement for audited accounts

        2. Section 476: Right of members to require audit

        3. Sections 477 to 479: Exemption from audit: small companies

        4. Sections 480 and 481: Exemption from audit: dormant companies

        5. Sections 482 and 483: Companies subject to public sector audit

        6. Section 484: General power of amendment by regulations

      2. Chapter 2: Appointment of Auditors

        1. Private companies

          1. Section 485: Appointment of auditors of private company: general

          2. Section 486: Appointment of auditors of private company: default power of Secretary of State

          3. Section 487: Term of office of auditors of private company

          4. Section 488: Prevention by members of deemed re-appointment of auditor

        2. Public companies

          1. Section 489: Appointment of auditors of public company: general

          2. Section 490: Appointment of auditors of public company: default power of Secretary of State

          3. Section 491: Term of office of auditors of public company

        3. General provisions

          1. Section 492: Fixing of auditor’s remuneration

          2. Section 493: Disclosure of terms of audit appointment

          3. Section 494: Disclosure of services provided by auditor or associates and related remuneration

      3. Chapter 3: Functions of Auditors

        1. Sections 495 to 497: Auditor’s report

        2. Sections 498 to 502: Duties and rights of auditors

        3. Section 503: Signature of auditor’s report

        4. Section 504: Senior statutory auditor

        5. Section 505: Names to be stated in published copies of auditor’s report

        6. Section 506: Circumstances in which names may be omitted

        7. Section 507: Offences in connection with auditors’ report

        8. Section 508: Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland

        9. Section 509: Guidance for regulatory authorities: Scotland

      4. Chapter 4: Removal, Resignation, Etc of Auditors

        1. Section 510: Resolution removing auditor from office

        2. Section 511: Special notice required for resolution removing auditor from office

        3. Section 512: Notice to registrar of resolution removing auditor from office

        4. Section 513: Rights of auditor who has been removed from office

        5. Section 514: Failure to re-appoint auditor: special procedure required for written resolution

        6. Section 515: Failure to re-appoint auditor: special notice required for resolution at general meeting

        7. Section 516: Resignation of auditor

        8. Section 517: Notice to registrar of resignation of auditor

        9. Section 518: Rights of resigning auditor

        10. Section 519: Statement by auditor to be deposited with company

        11. Section 520: Company’s duties in relation to statement

        12. Section 521: Copy of statement to be sent to registrar

        13. Section 522: Duty of auditor to notify appropriate audit authority

        14. Section 523: Duty of company to notify appropriate audit authority

        15. Section 524: Information to be given to accounting authorities

        16. Section 525: Meaning of “appropriate audit authority” and “major audit”

        17. Section 526: Effect of casual vacancies

      5. Chapter 5: Quoted Companies: Right of Members to Raise Audit Concerns at Accounts Meeting

        1. Section 527: Members’ power to require website publication of audit concerns

        2. Section 528: Requirements as to website availability

        3. Section 529: Website publication: company’s supplementary duties

        4. Section 530: Website publication: offences

        5. Section 531: Meaning of “quoted company”

      6. Chapter 6: Auditors’ Liability

        1. Section 532: Voidness of provisions protecting auditors from liability

        2. Section 533: Indemnity for costs of successfully defending proceedings

        3. Section 534: Liability limitation agreements

        4. Section 535: Terms of liability limitation agreement

        5. Section 536: Authorisation of agreement by members of the company

        6. Section 537: Effect of liability limitation agreement

        7. Section 538: Disclosure of agreement by company

      7. Chapter 7: Supplementary Provisions

        1. Section 539: Minor definitions

    17. Part 17: a Company’s Share Capital

      1. Chapter 1: Shares and Share Capital of a Company

        1. Section 540: Shares

        2. Section 542: Nominal value of shares

        3. Section 545: Companies having a share capital

        4. Section 546: Issued and allotted share capital

      2. Chapter 2: Allotment of Shares: General Provisions

        1. Section 549: Exercise by directors of power to allot shares

        2. Section 550: Power of directors to allot shares : private company with only one class of shares

        3. Section 551: Power of directors to allot shares : authorisation by company

        4. Section 554: Registration of allotment

        5. Section 555: Return of allotment by limited company

        6. Section 556: Return of allotment by unlimited company allotting new class of shares

        7. Section 557: Offence of failure to make return

        8. Section 559: Provisions about allotment not applicable to shares taken on formation

      3. Chapter 3: Allotment of Equity Securities: Existing Shareholders’ Right of Pre-Emption

        1. Section 560: Meaning of “equity securities” and related expressions

        2. Section 561: Existing shareholders’ right of pre-emption

        3. Section 562: Communication of pre-emption offers to shareholders

        4. Sections 569 to 573: Disapplication of pre-emption rights

      4. Chapter 4: Public Companies: Allotment Where Issue Not Fully Subscribed

        1. Section 578: Public companies: allotment where issue not fully subscribed

        2. Section 583: Meaning of payment in cash

        3. Section 589: Power of court to grant relief

        4. Section 606: Power of court to grant relief

      5. Chapter 7: Share Premiums

        1. Section 610: Application of share premiums

      6. Chapter 8: Alteration of Share Capital

        1. Section 617: Alteration of share capital of limited company

        2. Section 618: Sub-division or consolidation of shares

        3. Section 619: Notice to registrar of sub-division or consolidation

        4. Section 620: Re-conversion of stock into shares

        5. Section 621: Notice to registrar of reconversion of stock into shares

        6. Section 622: Redenomination of share capital

        7. Section 623: Calculation of new nominal values

        8. Section 624: Effect of redenomination

        9. Section 625: Notice to registrar of redenomination

        10. Section 626: Reduction of capital in connection with redenomination

        11. Section 627: Notice to registrar of reduction of capital in connection with redenomination

        12. Section 628: Redenomination reserve

      7. Chapter 9: Classes of Shares and Class Rights

        1. Section 629: Classes of shares

        2. Section 630: Variation of class rights: companies having a share capital

        3. Section 631: Variation of class rights: companies without a share capital

        4. Section 632: Variation of class rights: saving for court’s power under other provisions

        5. Sections 633 and 634: Right to object to variation

        6. Section 635: Copy of court order to be forwarded to the registrar

        7. Section 636 to 640: Matters to be notified to the registrar

      8. Chapter 10: Reduction of Share Capital

        1. Section 641: Circumstances in which a company may reduce its share capital

        2. Section 642: Reduction of capital supported by solvency statement

        3. Section 643: Solvency statement

        4. Section 644: Registration of resolution and supporting documents

        5. Sections 645 to 649: Reduction of capital confirmed by the court

        6. Section 651: Expedited procedure for re-registration as a private company

        7. Sections 652 and 653: Effect of reduction of capital

      9. Chapter 11: Miscellaneous and Supplementary Provisions

        1. Section 654: Treatment of reserve arising from reduction of capital

        2. Section 656: Public companies: duty of directors to call meeting on serious loss of capital

        3. Section 657: General power to make further provision by regulations

    18. Part 18: Acquisition by Limited Company of Its Own Shares

      1. Chapter 1: General Provisions

        1. Sections 660 and 661: Shares held by company’s nominee

        2. Section 663: Notice of cancellation of shares

        3. Section 664: Re-registration as private company in consequence of cancellation

        4. Section 665: Issue of certificate of incorporation on re-registration

      2. Chapter 2: Financial Assistance for Purchase of Own Shares

        1. Section 678: Assistance for acquisition of shares in public company

        2. Section 679: Assistance by public company for acquisition of shares in its private holding company

      3. Chapter 3: Redeemable Shares

        1. Section 684: Power of limited company to issue redeemable shares

        2. Section 685: Terms and manner of redemption

        3. Section 686: Payment for redeemable shares

        4. Section 688: Redeemed shares treated as cancelled

        5. Section 689: Notice to registrar of redemption

      4. Chapter 4: Purchase of Own Shares

        1. Section 690: Power of limited company to purchase own shares

        2. Section 692: Financing of purchase of own shares

        3. Section 694: Authority for off-market purchase

        4. Section 702: Copy of contract or memorandum to be available for inspection

        5. Section 703: Enforcement of right to inspect copy or memorandum

        6. Section 707: Return to registrar of purchase of own shares

        7. Section 708: Notice to registrar of cancellation of shares

      5. Chapter 5: Redemption Or Purchase by Private Company Out of Capital

        1. Section 709: Power of private limited company to redeem or purchase own shares out of capital

        2. Section 714: Directors’ statement and auditor’s report

        3. Section 715: Directors’ statement: offence if no reasonable grounds for opinion

        4. Section 720: Directors’ statement and auditor’s report to be available for inspection

      6. Chapter 6: Treasury Shares

        1. Section 727: Treasury shares: disposal

        2. Section 730: Treasury shares: notice of cancellation

        3. Section 732: Treasury shares: offences

        4. Section 737: General power to make further provision by regulations

    19. Part 19: Debentures

      1. Section 741: Registration of allotment of debentures

      2. Section 743: Register of debenture holders

      3. Section 744: Register of debenture holders: right to inspect and require copy

      4. Section 745: Register of debenture holders: response to request for inspection or copy

      5. Section 746: Register of debenture holders: refusal of inspection or default in providing copy

      6. Section 747: Register of debenture holders: offences in connection with request for or disclosure of information

      7. Section 748: Time limit for claims arising from entry in register

    20. Part 20: Private and Public Companies

      1. Chapter 1: Prohibition of Public Offers by Private Companies

        1. Section 755: Prohibition of public offers by private company

        2. Section 756: Meaning of “offer to the public”

        3. Section 757: Enforcement of prohibition: order restraining proposed contravention

        4. Section 758: Enforcement of prohibition: orders available to the court after contravention

        5. Section 759: Enforcement of prohibition: remedial order

        6. Section 760: Validity of allotment not affected

      2. Chapter 2: Minimum Share Capital Requirement for Public Companies

        1. Section 761: Public company: requirement as to minimum share capital

        2. Section 762: Procedure for obtaining certificate

        3. Section 763: The authorised minimum

        4. Section 764: Power to alter authorised minimum

        5. Section 765: Authorised minimum: application of initial requirement

        6. Section 766: Authorised minimum: application where shares denominated in different currencies

        7. Section 767: Consequences of doing business without a trading certificate

    21. Part 21: Certification and Transfer of Securities

      1. Chapter 1: Certification and Transfer of Securities: General

        1. Section 771: Procedure on transfer being lodged

        2. Section 780: Duty of company as to issue of certificates on surrender of share warrant

      2. Chapter 2: Evidencing and Transfer of Title to Securities Without Written Instrument

        1. Section 784: Power to make regulations

        2. Section 786: Provision enabling or requiring arrangements to be adopted

        3. Section 787: Provision enabling or requiring arrangements to be adopted: order-making powers

        4. Section 789: Duty to consult

    22. Background

      Part 22: Information about Interests in Company’s Shares

      1. Section 791: Companies to which this Part applies

      2. Section 792: Shares to which this Part applies

      3. Section 793: Notice by company requiring information about interests in its shares

      4. Sections 794 and 795: Notice requiring information: order imposing restrictions on shares and offences

      5. Section 796: Notice requiring information: persons exempted from obligation to comply

      6. Sections 797 to 802: Orders imposing restrictions on shares

      7. Section 803: Power of members to require company to act

      8. Section 804: Duty of company to comply with requirement

      9. Section 805: Report to members on outcome of investigation

      10. Section 806: Report to members: offences

      11. Section 807: Right to inspect and request copy of reports

      12. Section 808: Register of interests disclosed

      13. Sections 809 and 810: Register to be kept available for inspection; and associated index

      14. Section 811: Right to inspect and require copy of entries

      15. Section 812: Court supervision of purpose for which rights may be exercised

      16. Section 813 Register of interests disclosed: refusal of inspection or default in providing copy

      17. Section 814 Register of interests disclosed: offences in connection with request for or disclosure of information

      18. Section 815: Entries not to be removed from register

      19. Section 816: Removal of entries from register: old entries

      20. Section 817: Removal of entries from register: incorrect entry relating to third party

      21. Section 818: Adjustment of entry relating to share acquisition agreement

      22. Section 819: Duty of company ceasing to be public company

      23. Section 820: Interest in shares: general

      24. Section 821: Interest in shares: right to subscribe for shares

      25. Sections 822 and 823: Interest in shares: family and corporate interests

      26. Sections 824: Interest in shares: agreement to acquire interests in a particular company

      27. Section 825: Extent of obligation in case of share acquisition agreement

      28. Section 826: Information protected from wider disclosure

      29. Section 827: Reckoning of periods for fulfilling obligations

      30. Section 828: Power to make further provision by regulations

    23. Part 23: Distributions

      1. Sections 845 and 846: Distributions in kind

      2. Section 851: Application of rules of law restricting distributions

    24. Part 24: a Company’s Annual Return

    25. Part 25: Company Charges

      1. Chapters 1 and 2: Companies Registered in England and Wales Or in Northern Ireland; and Companies Registered in Scotland

      2. Chapter 3: Powers of the Secretary of State

        1. Section 893: Power to make provision for effect of registration in special register

        2. Section 894: General power to make amendments to this Part

    26. Part 26: Arrangements and Reconstructions

    27. Part 27: Mergers and Divisions of Public Companies

    28. Part 28: Takeovers Etc

      1. Introduction

      2. Summary and background

      3. Overview of the Part

        1. Chapter 1: the Takeover Panel

          Summary and Background

      4. The Panel and its rules

        1. Section 942: The Panel

        2. Sections 943 and 944: Rules; Further provisions about rules

        3. Section 945: Rulings

        4. Section 946: Directions

      5. Information

        1. Section 947: Power to require documents and information

        2. Sections 948 and 949: Restrictions on disclosure; Offence of disclosure in contravention of section 948

      6. Co-operation

        1. Section 950: Panel’s duty of co-operation

      7. Hearings and Appeals

        1. Section 951: Hearings and Appeals

      8. Contravention of rules,

        1. Section 952: Sanctions

        2. Section 953: Failure to comply with rules about bid documentation

        3. Section 954: Compensation

        4. Section 955: Enforcement by the court

        5. Section 956: No action for breach of statutory duty

      9. Funding

        1. Section 957: Fees and charges

        2. Section 958: Levy

        3. Section 959: Recovery of fees, charges or levy

      10. Miscellaneous and supplementary

        1. Section 960: Panel as party to proceedings

        2. Section 961: Exemption from liability in damages

        3. Section 962: Privilege against self-incrimination

        4. Section 963: Annual reports

        5. Section 964: Amendments to Financial Services and Markets Act 2000

        6. Sections 965 and 973: Power to extend to Isle of Man and Channel Islands

        7. Chapter 2: Impediments to Takeovers

          1. Summary and background

            1. Sections 966, 967 and 970: Opting in and opting out; Further provision about opting-in and opting-out resolutions; Communication of decisions

            2. Section 968: Effect on contractual restrictions

            3. Sections 969 and 972: Power of offeror to require general meeting to be called; Transitory provision

        8. Chapter 3: “Squeeze-Out” and “Sell-Out”

          1. Summary and background

      11. Detail of changes made to the operation of provisions previously contained in Part 13A of the

        1. Meaning of takeover offer and entitlement to dividends (sections 974 and 976)

        2. Meaning of a takeover offer and communication of that offer (sections 974 and 978)

        3. Shares that the offeror has “contracted to acquire” (section 975)

        4. Date of the offer (section 991(1))

        5. Right of offeror to buy out minority shareholders: treatment of options (section 979(5))

        6. Consideration not exclusively in cash (section 981(5))

        7. Shares that the offeror has “contracted to acquire” (section 983)

        8. Applications to the Court (section 986)

          1. Chapter 4: Amendments to Part 7 of the Companies Act 1985

            1. Section 992: Matters to be dealt with in directors’ report

    29. Part 29: Fraudulent Trading

      1. Section 993: Offence of fraudulent trading

    30. Part 30: Protection of Members Against Unfair Prejudice

      1. Section 999: Supplementary provisions where company’s constitution altered

    31. Part 31: Dissolution and Restoration to the Register

      1. Chapters 1 and 2: Striking Off and Property of Dissolved Company

        1. Section 1003: Striking off on applications by company

        2. Section 1013: Crown disclaimer of property vesting as bona vacantia

      2. Chapter 3: Restoration to the Register

        1. Section 1024: Application for administrative restoration to the register

        2. Section 1025: Requirements for administrative restoration

        3. Section 1026: Application to be accompanied by statement of compliance

        4. Section 1027: Registrar’s decision on application for administrative restoration

        5. Section 1028: Effect of administrative restoration

        6. Restoration to the register by the court

          1. Section 1029: Application to court for restoration to the register

          2. Section 1030: When application to the court may be made

          3. Section 1031: Decision on application for restoration by the court

          4. Section 1032: Effect of court order for restoration to the register

        7. Restoration to the register: supplementary provisions

          1. Section 1033: Company’s name on restoration

          2. Section 1034: Effect of restoration to the register where property has vested a bona vacantia

    32. Part 32: Company Investigations: Amendments

      1. Powers to appoint inspectors

      2. Changes brought in by the 2006 Act

        1. Section 1035: Powers of Secretary of State to give directions to inspectors

        2. Section 1036: Resignation, removal and replacement of inspectors

        3. Section 1037: Power to obtain information from former inspectors

        4. Section 1038: Power to require production of documents

        5. Section 1039: Disqualification orders: consequential amendments

    33. Part 33: Uk Companies Not Formed under Companies Legislation

      1. Chapter 1: Companies Not Formed under Companies Legislation but Authorised to Register

        1. Section 1040: Companies authorised to register under this Act

        2. Section 1041: Definition of “joint stock company”

        3. Section 1042: Power to make provision by regulations

      2. Chapter 2: Unregistered Companies

        1. Section 1043: Unregistered companies

    34. Part 34: Overseas Companies

      1. Section 1044: Overseas companies

      2. Section 1045: Company contracts and execution of documents by companies

      3. Section 1046: Duty to register particulars

      4. Section 1047: Registered name of overseas company

      5. Section 1048: Registration under alternative name

      6. Section 1049: Accounts and reports: general

      7. Section 1050: Accounts and reports: credit or financial institutions

      8. Section 1051: Trading disclosures

      9. Section 1052: Company charges

      10. Section 1053: Other returns

      11. Section 1054: Offences

      12. Section 1055: Disclosure of individual’s residential address: protection from disclosure

      13. Section 1056: Requirement to identify persons authorised to accept service of documents

      14. Section 1057: Registrar to whom returns, notices to be delivered

      15. Section 1058: Duty to give notice of ceasing to have registrable presence

      16. Section 1059: Application of provisions in case of relocation of branch

    35. Part 35: the Registrar of Companies

      1. Sections 1060 and 1061: The registrar and the registrar’s functions

      2. Section 1062: The registrar’s official seal

      3. Section 1063: Fees payable to the registrar

      4. Section 1064 to 1065: Certificates of incorporation

      5. Section 1066 and 1067: Registered numbers

      6. Delivery of documents to the registrar

        1. Section 1068: Registrar’s requirements

        2. Section 1069: Power to require delivery by electronic means

        3. Section 1070: Agreement for delivery by electronic means

        4. Section 1071: Document not delivered until received

      7. Requirements for proper delivery

        1. Section 1072: Requirements for proper delivery

        2. Section 1073: Power to accept documents not meeting requirements for proper delivery

        3. Section 1074: Documents containing unnecessary material

        4. Section 1075: Informal correction of document

        5. Section 1076: Replacement of document not meeting requirements for proper delivery

        6. Sections 1077 and 1078: Public notice of receipt of documents subject to Directive disclosure requirements

        7. Section 1079: Effect of failure to give public notice

      8. The register

        1. Section 1080: The register

        2. Section 1081: Annotation of the register

        3. Section 1082: Allocation of unique identifiers

        4. Sections 1083 and 1084: Preservation of original documents and records relating to companies that have been dissolved

      9. Inspection of the register

        1. Section 1085: Inspection of the register

        2. Section 1086: Right to copy of material on the register

        3. Section 1087: Material not available for public inspection

        4. Section 1088: Application to registrar to make address unavailable for public inspection

        5. Sections 1089 to 1091: Provision of copies of material on the register

        6. Section 1092: Issue of process for production of records kept by the registrar

      10. Correction or removal of material on the register

        1. Section 1093: Registrar’s notice to resolve inconsistency on the register

        2. Section 1094: Administrative removal of material from the register

        3. Section 1095: Rectification of register on application to registrar

        4. Section 1096: Rectification of the register under court order

        5. Section 1097: Powers of court on ordering removal of material from the register

        6. Section 1098: Public notice of removal of certain material from the register

        7. Section 1099: The registrar’s index of company names

        8. Section 1100: Right to inspect index

        9. Section 1101: Power to amend enactments relating to bodies other than companies

        10. Section 1102: Application of language requirements

        11. Section 1103: Documents to be drawn up and delivered in English

        12. Section 1104: Documents relating to Welsh companies

        13. Section 1105: Documents that may be drawn up and delivered in other languages

        14. Section 1106: Voluntary filing of translations

        15. Section 1107: Certified translations

        16. Section 1108: Transliteration of names and addresses: permitted characters

        17. Section 1109: Transliteration of names and addresses: voluntary transliteration into Roman characters

        18. Section 1110: Transliteration of names and addresses: certification

        19. Section 1111: Registrar’s requirements as to certification or verification

        20. Section 1112: General false statement offence

        21. Section 1113: Enforcement of company’s filing obligations

        22. Section 1114: Application of provisions about documents and delivery

        23. Section 1115: Supplementary provisions relating to electronic communications

        24. Section 1116: Alternative to publication in the Gazette

        25. Section 1117: Registrar’s rules

        26. Section 1118: Payments into the Consolidated Fund

        27. Section 1119: Contracting out of registrar’s functions

        28. Section 1120: Application of Part to overseas companies

    36. Part 36: Offences under the Companies Acts

      1. Section 1121: Liability of officer in default

      2. Section 1122: Liability of company as officer in default

      3. Section 1123: Application to bodies other than companies

      4. Section 1124: Amendments of the Companies Act 1985

    37. Schedule 3: Amendments of remaining provisions of the Companies Act 1985 relating to offences

      1. Section 1125: Meaning of “daily default fine”

      2. Section 1126: Consents required for certain prosecutions

      3. Section 1127: Summary proceedings: venue

      4. Section 1128: Summary proceedings: time limit for proceedings

      5. Section 1129: Legal professional privilege

      6. Section 1130: Proceedings against unincorporated bodies

      7. Section 1131: Imprisonment on summary conviction in England and Wales: transitory provision

      8. Section 1132: Production and inspection of documents where offence suspected

      9. Section 1133: Transitional provision

      10. Part 37: Companies: Supplementary Provisions

        1. Sections 1134 and 1135: Company records

        2. Section 1136: Regulations about where certain company records to be kept available for inspection

        3. Section 1137: Regulations about inspection of records and provision of copies

        4. Section 1138: Duty to take precautions against falsification

        5. Section 1139: Service of documents on company

        6. Section 1140: Service of documents on directors, secretaries and others

        7. Section 1141: Service addresses

        8. Section 1142: Requirement to give service address

        9. Section 1143: The company communications provisions

        10. Section 1144: Sending or supplying documents or information

    38. Schedule 4: Documents and information sent or supplied to a company

    39. Schedule 5: Communications by a company

      1. Section 1145: Right to hard copy version

      2. Section 1146: Requirement of authentication

      3. Section 1147: Deemed delivery of documents and information

      4. Section 1148: Interpretation of company communications provisions

      5. Sections 1149 to 1153: Requirements as to independent valuation

      6. Sections 1154 and 1155: Duty to notify registrar of certain appointments and failure to give such notice

      7. Section 1156: Meaning of "the court"

      8. Section 1157: Power of court to grant relief in certain cases

      9. Part 38: Companies: Interpretation

        1. Section 1158: Meaning of “-registered company”

        2. Section 1168: Hard copy and electronic form and related expressions

        3. Section 1171: The former Companies Acts

        4. Section 1172: References to requirements of this Act

        5. Section 1173: Minor definitions: general

        6. Section 1174 and Schedule 8: Index of defined expressions

      10. Part 39: Companies: Minor Amendments

        1. Section 1175 and Schedule 9: Removal of special provisions about accounts and audit of charitable companies

        2. Section 1176: Power of Secretary of State to bring civil proceedings on company’s behalf

        3. Section 1177: Repeal of certain provisions about company directors

        4. Section 1178: Repeal of requirement that certain companies publish periodical statement

        5. Section 1179: Repeal of requirement that Secretary of State prepare annual report

        6. Section 1180: Repeal of certain provisions about company charges

        7. Section 1181: Access to constitutional documents of and companies

      11. Part 40: Company Directors: Foreign Disqualification Etc

        1. Section 1182: Persons subject to foreign restrictions

        2. Section 1183: Meaning of “the court” and “ company”

        3. Section 1184: Disqualification of persons subject to foreign restrictions

        4. Section 1185: Disqualification regulations: supplementary

        5. Section 1186: Offence of breach of disqualification

        6. Section 1187: Personal liability for debts of company

        7. Section 1188: Statements from persons subject to foreign restrictions

        8. Section 1189: Statements from persons disqualified

        9. Section 1190: Statements: whether to be made public

        10. Section 1191: Offences

      12. Part 41: Business Names

        1. Chapter 1: Restricted Or Prohibited Names

          1. Section 1192: Application of this Chapter

          2. Section 1193 to 1196: Sensitive words or expressions

          3. Section 1197: Name containing inappropriate indication of company type or legal form

          4. Section 1198: Name giving misleading indication of activities

          5. Section 1199: Savings for existing lawful business names

        2. Chapter 2: Disclosure Required in Case of Individual Or Partnership

          1. Section 1200: Application of this Chapter

          2. Section 1201: Information required to be disclosed

          3. Sections 1202 to 1204: Disclosure requirements

          4. Section 1205: Criminal consequences of failure to make required disclosure

          5. Section 1206: Civil consequences of failure to make required disclosure

        3. Chapter 3: Supplementary

          1. Section 1207: Application of general provisions about offences

          2. Section 1208: Interpretation

      13. Part 42: Statutory Auditors

        1. Chapter 1: Introductory

          1. Sections 1209 to 1211: Introductory

        2. Chapter 2: Individuals and Firms

          1. Sections 1212 and 1213: Eligibility for appointment

          2. Section 1214: Independence requirement

          3. Section 1215: Effect of lack of independence

          4. Section 1216: Effect of appointment of a partnership

          5. Section 1217: Supervisory bodies

    40. Schedule 10: Recognised supervisory bodies

      1. Part 1: Grant and Revocation of recognition of a Supervisory Body

      2. Part 2: Requirements for recognition of a supervisory body

      3. Part 3: Arrangements in which recognised supervisory bodies are required to participate

        1. Section 1218: Exemption from liability for damages

        2. Section 1219: Appropriate qualifications

        3. Section 1220: Qualifying bodies and recognised professional qualifications

    41. Schedule 11: Recognised Professional Qualifications

      1. Part 1: Grant and revocation of recognition of a professional qualification

        1. Paragraph 1: Application for recognition of professional qualification

      2. Part 2: Requirements for recognition of a professional qualification

        1. Section 1221: Approval of overseas qualifications

        2. Section 1222: Eligibility of individuals retaining only 1967 Act authorisation

        3. Section 1223: Matters to be notified to the Secretary of State

        4. Section 1224: The Secretary of State’s power to call for information

        5. Section 1225: Compliance orders

        6. Chapter 3: Auditors General

          1. Section 1226: Auditors General: eligibility for appointment as a statutory auditor

          2. Section 1227: Individuals responsible for audit work on behalf of Auditors General

          3. Section 1228: Appointment of the Independent Supervisor

          4. Section 1229: Supervision of Auditors General by the Independent Supervisor

          5. Section 1230: Duties of Auditors General in relation to supervision arrangements

          6. Section 1231: Reports by the Independent Supervisor

          7. Section 1232: Matters to be notified to the Independent Supervisor

          8. Section 1233: The Independent Supervisor’s power to call for information

          9. Section 1234: Suspension notices

          10. Section 1235: Effect of suspension notices

          11. Section 1236: Compliance orders

          12. Section 1237: Proceedings involving the Independent Supervisor

          13. Section 1238: Grants to the Independent Supervisor

        7. Chapter 4: the Register of Auditors Etc

          1. Section 1239: The register of auditors

          2. Section 1240: Information to be made available to public

        8. Chapter 5: Registered Third Country Auditors

          1. Section 1241: Meaning of “third country auditor”, “registered third country auditor”

          2. Section 1242: Duties of registered third country auditors

    42. Schedule 12: Arrangements in which registered third country auditors are required to participate

      1. Sections 1243 and 1244: Information

      2. Sections 1245 and 1246: Enforcement

      3. Section 1247: Grants to bodies concerned with arrangements under Schedule 12

    43. Chapter 6: Supplementary and General

      1. Sections 1248 and 1249: Power to require second company audit

      2. Section 1250: Misleading, false and deceptive statements

      3. Section 1251: Fees

      4. Section 1252 and 1253: Delegation of Secretary of State’s functions

    44. Schedule 13: Supplementary provisions with respect to delegation order

      1. Section 1254: Directions to comply with international obligations

      2. Section 1255: Offences by bodies corporate, partnerships and unincorporated associations

      3. Section 1256: Time limits for prosecution of offences

      4. Section 1257: Jurisdiction and procedure in respect of offences

      5. Section 1258: Service of notices

      6. Section 1259: Documents in electronic form

      7. Section 1260: Meaning of “associate”

      8. Section 1261: Minor definitions

      9. Section 1262: Index of defined expressions

      10. Section 1263: Power to make provision in consequence of changes affecting accountancy bodies

      11. Section 1264 and Schedule 14: Consequential amendments

      12. Part 43: Transparency Obligations and Related Matters

        1. Section 1265: The transparency obligations directive

        2. Section 1266: Transparency rules

          1. New Section 89A: Transparency rules

          2. New Section 89B: Provision of voteholder information

          3. New Section 89C: Provision of information by issuers of transferable securities

          4. New Section 89D: Notification of voting rights held by issuer

          5. New Section 89E: Notification of proposed amendment of issuer’s constitution

          6. New Section 89F: Transparency rules: interpretation

          7. New Section 89G: Transparency rules: other supplementary provisions

        3. Section 1267: Competent Authority’s power to call for information

        4. Section 1268: Powers exercisable in case of infringement of transparency obligation

        5. Section 1269: Corporate governance rules

        6. Section 1270: Liability for false or misleading statements in certain publications

          1. New section 90A: Compensation for statements in certain publications

          2. New section 90B: Power to make further provision about liability for published information

        7. Section 1271: exercise of powers where is host member State

        8. Section 1272 and Schedule 15: Transparency obligations and related matters: minor and consequential amendments

      13. Part 1: Amendments of the Financial Services and Markets Act 2000

      14. Part 2: Amendments of Companies (Audit, Investigations and Community Enterprise) Act 2004

        1. Section 1273: Corporate governance regulations

      15. Part 44: Miscellaneous Provisions

        1. Regulation of actuaries

          1. Section 1274: Grants to bodies concerned with actuarial standards

          2. Section 1275: Levy to pay expenses of bodies concerned with actuarial standards

          3. Section 1276: Application of provisions to Scotland and Northern Ireland

        2. Exercise of voting rights by institutional investors

          1. Section 1277: Power to require information about exercise of voting rights

          2. Section 1278: Institutions to which information provisions apply

          3. Section 1279: Shares to which the information provisions apply

          4. Section 1280: Obligations with respect to provision of information

        3. Disclosure of information under the Enterprise Act 2002

          1. Section 1281: Disclosure of information under the Enterprise Act 2002

        4. Expenses of winding up

          1. Section 1282: Payment of expenses of winding up (England and Wales)

        5. Commonhold associations

          1. Section 1283: Amendment of memorandum or articles of commonhold association

      16. Part 45: Northern Ireland

        1. Section 1284: Extension of Companies Acts to Northern Ireland

        2. Sections 1285 to 1287: Extension of certain other enactments to Northern Ireland

      17. Part 46: General Supplementary Provisions

        1. Sections 1288 to 1292: Regulations and orders

        2. Section 1293: Meaning of “enactment”

        3. Section 1294: Power to make consequential amendments

        4. Section 1295: Repeals

        5. Section 1296: Power to make transitional provision and savings

        6. Section 1297: Continuity of the law

      18. Part 47: Final Provisions

        1. Section 1298: Short title

        2. Section 1299: Extent

        3. Section 1300: Commencement

  11. Commencement

  12. Parliamentary History

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