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Companies Act 2006

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Companies Act 2006, Chapter 11 is up to date with all changes known to be in force on or before 18 October 2017. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. Help about Changes to Legislation

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Changes and effects

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  • Act amendment to earlier affecting provision S.I. 2008/373 reg. 11(1) by S.I. 2013/1971 reg. 9(a) (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)
  • Act amendment to earlier affecting provision S.I. 2008/373 reg. 3(4) by S.I. 2013/1971 reg. 4 (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)

Whole provisions yet to be inserted into this Act (including any effects on those provisions):

Chapter 11E+W+S+N.I.Miscellaneous and supplementary provisions

654Treatment of reserve arising from reduction of capitalE+W+S+N.I.

(1)A reserve arising from the reduction of a company's share capital is not distributable, subject to any provision made by order under this section.

(2)The Secretary of State may by order specify cases in which—

(a)the prohibition in subsection (1) does not apply, and

(b)the reserve is to be treated for the purposes of Part 23 (distributions) as a realised profit.

(3)An order under this section is subject to affirmative resolution procedure.

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Annotations are used to give authority for changes and other effects on the legislation you are viewing and to convey editorial information. They appear at the foot of the relevant provision or under the associated heading. Annotations are categorised by annotation type, such as F-notes for textual amendments and I-notes for commencement information (a full list can be found in the Editorial Practice Guide). Each annotation is identified by a sequential reference number. For F-notes, M-notes and X-notes, the number also appears in bold superscript at the relevant location in the text. All annotations contain links to the affecting legislation.

Commencement Information

I1S. 654 wholly in force at 1.10.2008; s. 654 not in force at Royal Assent see s. 1300; s. 654 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 654 in force at 1.10.2008 in so far as not already in force by S.I. 2008/1886, art. 2 (with arts. 6, 7)

655Shares no bar to damages against companyE+W+S+N.I.

A person is not debarred from obtaining damages or other compensation from a company by reason only of his holding or having held shares in the company or any right to apply or subscribe for shares or to be included in the company's register of members[F1(or have his name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar)] in respect of shares.

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Annotations are used to give authority for changes and other effects on the legislation you are viewing and to convey editorial information. They appear at the foot of the relevant provision or under the associated heading. Annotations are categorised by annotation type, such as F-notes for textual amendments and I-notes for commencement information (a full list can be found in the Editorial Practice Guide). Each annotation is identified by a sequential reference number. For F-notes, M-notes and X-notes, the number also appears in bold superscript at the relevant location in the text. All annotations contain links to the affecting legislation.

Amendments (Textual)

656Public companies: duty of directors to call meeting on serious loss of capitalE+W+S+N.I.

(1)Where the net assets of a public company are half or less of its called-up share capital, the directors must call a general meeting of the company to consider whether any, and if so what, steps should be taken to deal with the situation.

(2)They must do so not later than 28 days from the earliest day on which that fact is known to a director of the company.

(3)The meeting must be convened for a date not later than 56 days from that day.

(4)If there is a failure to convene a meeting as required by this section, each of the directors of the company who—

(a)knowingly authorises or permits the failure, or

(b)after the period during which the meeting should have been convened, knowingly authorises or permits the failure to continue,

commits an offence.

(5)A person guilty of an offence under this section is liable—

(a)on conviction on indictment, to a fine;

(b)on summary conviction, to a fine not exceeding the statutory maximum.

(6)Nothing in this section authorises the consideration at a meeting convened in pursuance of subsection (1) of any matter that could not have been considered at that meeting apart from this section.

657General power to make further provision by regulationsE+W+S+N.I.

(1)The Secretary of State may by regulations modify the following provisions of this Part—

  • sections 552 and 553 (prohibited commissions, discounts and allowances),

  • Chapter 5 (payment for shares),

  • Chapter 6 (public companies: independent valuation of non-cash consideration),

  • Chapter 7 (share premiums),

  • sections 622 to 628 (redenomination of share capital),

  • Chapter 10 (reduction of capital), and

  • section 656 (public companies: duty of directors to call meeting on serious loss of capital).

(2)The regulations may—

(a)amend or repeal any of those provisions, or

(b)make such other provision as appears to the Secretary of State appropriate in place of any of those provisions.

(3)Regulations under this section may make consequential amendments or repeals in other provisions of this Act, or in other enactments.

(4)Regulations under this section are subject to affirmative resolution procedure.

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Annotations are used to give authority for changes and other effects on the legislation you are viewing and to convey editorial information. They appear at the foot of the relevant provision or under the associated heading. Annotations are categorised by annotation type, such as F-notes for textual amendments and I-notes for commencement information (a full list can be found in the Editorial Practice Guide). Each annotation is identified by a sequential reference number. For F-notes, M-notes and X-notes, the number also appears in bold superscript at the relevant location in the text. All annotations contain links to the affecting legislation.

Commencement Information

I2S. 657 wholly in force at 1.10.2009; s. 657 not in force at Royal Assent, see s. 1300; s. 657 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 657 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

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