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Companies Act 2006

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This is the original version (as it was originally enacted).

Interpretation

1260Meaning of “associate”

(1)In this Part “associate”, in relation to a person, is to be construed as follows.

(2)In relation to an individual, “associate” means—

(a)that individual’s spouse, civil partner or minor child or step-child,

(b)any body corporate of which that individual is a director, and

(c)any employee or partner of that individual.

(3)In relation to a body corporate, “associate” means—

(a)any body corporate of which that body is a director,

(b)any body corporate in the same group as that body, and

(c)any employee or partner of that body or of any body corporate in the same group.

(4)In relation to a partnership constituted under the law of Scotland, or any other country or territory in which a partnership is a legal person, “associate” means—

(a)any body corporate of which that partnership is a director,

(b)any employee of or partner in that partnership, and

(c)any person who is an associate of a partner in that partnership.

(5)In relation to a partnership constituted under the law of England and Wales or Northern Ireland, or the law of any other country or territory in which a partnership is not a legal person, “associate” means any person who is an associate of any of the partners.

(6)In subsections (2)(b), (3)(a) and (4)(a), in the case of a body corporate which is a limited liability partnership, “director” is to be read as “member”.

1261Minor definitions

(1)In this Part, unless a contrary intention appears—

  • “address” means—

    (a)

    in relation to an individual, his usual residential or business address;

    (b)

    in relation to a firm, its registered or principal office in the United Kingdom;

  • “company” means any company or other body the accounts of which must be audited in accordance with Part 16;

  • “director”, in relation to a body corporate, includes any person occupying in relation to it the position of a director (by whatever name called) and any person in accordance with whose directions or instructions (not being advice given in a professional capacity) the directors of the body are accustomed to act;

  • “firm” means any entity, whether or not a legal person, which is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association;

  • “group”, in relation to a body corporate, means the body corporate, any other body corporate which is its holding company or subsidiary and any other body corporate which is a subsidiary of that holding company;

  • “holding company” and “subsidiary” are to be read in accordance with section 1159 and Schedule 6;

  • “officer”, in relation to a body corporate, includes a director, a manager, a secretary or, where the affairs of the body are managed by its members, a member;

  • “parent undertaking” and “subsidiary undertaking” are to be read in accordance with section 1162 and Schedule 7.

(2)For the purposes of this Part a body is to be regarded as “established in the United Kingdom” if and only if—

(a)it is incorporated or formed under the law of the United Kingdom or a part of the United Kingdom, or

(b)its central management and control are exercised in the United Kingdom;

and any reference to a qualification “obtained in the United Kingdom” is to a qualification obtained from such a body.

(3)The Secretary of State may by regulations make such modifications of this Part as appear to him to be necessary or appropriate for the purposes of its application in relation to any firm, or description of firm, which is not a body corporate or a partnership.

(4)Regulations under subsection (3) are subject to negative resolution procedure.

1262Index of defined expressions

The following Table shows provisions defining or otherwise explaining expressions used in this Part (other than provisions defining or explaining an expression used only in the same section)—

ExpressionProvision
addresssection 1261(1)
appropriate qualificationsection 1219
associatesection 1260
audited personsection 1210(2)
Auditor Generalsection 1226(1)
companysection 1261(1)
delegation ordersection 1252(1)
director (of a body corporate)section 1261(1)
enactmentsection 1293
established in the United Kingdomsection 1261(2)
firmsection 1261(1)
group (in relation to a body corporate)section 1261(1)
holding companysection 1261(1)
main purposes of this Partsection 1209
member (of a supervisory body)section 1217(2)
obtained in the United Kingdomsection 1261(2)
officersection 1261(1)
parent undertakingsection 1261(1)
qualifying bodysection 1220(1)
recognised, in relation to a professional qualificationsection 1220(3) and Schedule 11
recognised, in relation to a qualifying bodyparagraph 1(2) of Schedule 11
recognised, in relation to a supervisory bodysection 1217(4) and Schedule 10
registered third country auditorsection 1241(1)
rules of a qualifying bodysection 1220(2)
rules of a supervisory bodysection 1217(3)
statutory auditor, statutory audit and statutory audit worksection 1210(1)
subsidiarysection 1261(1)
supervisory bodysection 1217(1)
subsidiary undertakingsection 1261(1)
third country auditor, third country audit and third country audit worksection 1241(1)

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