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Companies Act 2006

Status:

This is the original version (as it was originally enacted).

SCHEDULES

Sections 254 and 255

SCHEDULE 1Connected persons: references to an interest in shares or debentures

Introduction

1(1)The provisions of this Schedule have effect for the interpretation of references in sections 254 and 255 (directors connected with or controlling a body corporate) to an interest in shares or debentures.

(2)The provisions are expressed in relation to shares but apply to debentures as they apply to shares.

General provisions

2(1)A reference to an interest in shares includes any interest of any kind whatsoever in shares.

(2)Any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject shall be disregarded.

(3)It is immaterial that the shares in which a person has an interest are not identifiable.

(4)Persons having a joint interest in shares are deemed each of them to have that interest.

Rights to acquire shares

3(1)A person is taken to have an interest in shares if he enters into a contract to acquire them.

(2)A person is taken to have an interest in shares if—

(a)he has a right to call for delivery of the shares to himself or to his order, or

(b)he has a right to acquire an interest in shares or is under an obligation to take an interest in shares,

whether the right or obligation is conditional or absolute.

(3)Rights or obligations to subscribe for shares are not to be taken for the purposes of sub-paragraph (2) to be rights to acquire or obligations to take an interest in shares.

(4)A person ceases to have an interest in shares by virtue of this paragraph—

(a)on the shares being delivered to another person at his order—

(i)in fulfilment of a contract for their acquisition by him, or

(ii)in satisfaction of a right of his to call for their delivery;

(b)on a failure to deliver the shares in accordance with the terms of such a contract or on which such a right falls to be satisfied;

(c)on the lapse of his right to call for the delivery of shares.

Right to exercise or control exercise of rights

4(1)A person is taken to have an interest in shares if, not being the registered holder, he is entitled—

(a)to exercise any right conferred by the holding of the shares, or

(b)to control the exercise of any such right.

(2)For this purpose a person is taken to be entitled to exercise or control the exercise of a right conferred by the holding of shares if he—

(a)has a right (whether subject to conditions or not) the exercise of which would make him so entitled, or

(b)is under an obligation (whether or not so subject) the fulfilment of which would make him so entitled.

(3)A person is not by virtue of this paragraph taken to be interested in shares by reason only that—

(a)he has been appointed a proxy to exercise any of the rights attached to the shares, or

(b)he has been appointed by a body corporate to act as its representative at any meeting of a company or of any class of its members.

Bodies corporate

5(1)A person is taken to be interested in shares if a body corporate is interested in them and—

(a)the body corporate or its directors are accustomed to act in accordance with his directions or instructions, or

(b)he is entitled to exercise or control the exercise of more than one-half of the voting power at general meetings of the body corporate.

(2)For the purposes of sub-paragraph (1)(b) where—

(a)a person is entitled to exercise or control the exercise of more than one-half of the voting power at general meetings of a body corporate, and

(b)that body corporate is entitled to exercise or control the exercise of any of the voting power at general meetings of another body corporate,

the voting power mentioned in paragraph (b) above is taken to be exercisable by that person.

Trusts

6(1)Where an interest in shares is comprised in property held on trust, every beneficiary of the trust is taken to have an interest in shares, subject as follows.

(2)So long as a person is entitled to receive, during the lifetime of himself or another, income from trust property comprising shares, an interest in the shares in reversion or remainder or (as regards Scotland) in fee shall be disregarded.

(3)A person is treated as not interested in shares if and so long as he holds them—

(a)under the law in force in any part of the United Kingdom, as a bare trustee or as a custodian trustee, or

(b)under the law in force in Scotland, as a simple trustee.

(4)There shall be disregarded any interest of a person subsisting by virtue of—

(a)an authorised unit trust scheme (within the meaning of section 237 of the Financial Services and Markets Act 2000 (c. 8));

(b)a scheme made under section 22 or 22A of the Charities Act 1960 (c. 58), section 25 of the Charities Act (Northern Ireland) 1964 (c. 33 (N.I.)) or section 24 or 25 of the Charities Act 1993 (c. 10), section 11 of the Trustee Investments Act 1961 (c. 62) or section 42 of the Administration of Justice Act 1982 (c. 53); or

(c)the scheme set out in the Schedule to the Church Funds Investment Measure 1958 (1958 No. 1).

(5)There shall be disregarded any interest—

(a)of the Church of Scotland General Trustees or of the Church of Scotland Trust in shares held by them;

(b)of any other person in shares held by those Trustees or that Trust otherwise than as simple trustees.

  • “The Church of Scotland General Trustees” are the body incorporated by the order confirmed by the Church of Scotland (General Trustees) Order Confirmation Act 1921 (1921 c. xxv), and “the Church of Scotland Trust” is the body incorporated by the order confirmed by the Church of Scotland Trust Order Confirmation Act 1932 (1932 c. xxi).

Section 948

SCHEDULE 2Specified persons, descriptions of disclosures etc for the purposes of section 948

Part 1Specified persons

1The Secretary of State.

2The Department of Enterprise, Trade and Investment for Northern Ireland.

3The Treasury.

4The Bank of England.

5The Financial Services Authority.

6The Commissioners for Her Majesty’s Revenue and Customs.

7The Lord Advocate.

8The Director of Public Prosecutions.

9The Director of Public Prosecutions for Northern Ireland.

10A constable.

11A procurator fiscal.

12The Scottish Ministers.

Part 2Specified descriptions of disclosures

13A disclosure for the purpose of enabling or assisting a person authorised under section 457 of this Act (persons authorised to apply to court) to exercise his functions.

Until the coming into force of section 457, the reference to that section is to be read as a reference to section 245C of the Companies Act 1985 (c. 6).

14A disclosure for the purpose of enabling or assisting an inspector appointed under Part 14 of the Companies Act 1985 (investigation of companies and their affairs, etc) to exercise his functions.

15A disclosure for the purpose of enabling or assisting a person authorised under section 447 of the Companies Act 1985 (power to require production of documents) or section 84 of the Companies Act 1989 (c. 40) (exercise of powers by officer etc) to exercise his functions.

16A disclosure for the purpose of enabling or assisting a person appointed under section 167 of the Financial Services and Markets Act 2000 (c. 8) (general investigations) to conduct an investigation to exercise his functions.

17A disclosure for the purpose of enabling or assisting a person appointed under section 168 of the Financial Services and Markets Act 2000 (investigations in particular cases) to conduct an investigation to exercise his functions.

18A disclosure for the purpose of enabling or assisting a person appointed under section 169(1)(b) of the Financial Services and Markets Act 2000 (investigation in support of overseas regulator) to conduct an investigation to exercise his functions.

19A disclosure for the purpose of enabling or assisting the body corporate responsible for administering the scheme referred to in section 225 of the Financial Services and Markets Act 2000 (the ombudsman scheme) to exercise its functions.

20A disclosure for the purpose of enabling or assisting a person appointed under paragraph 4 (the panel of ombudsmen) or 5 (the Chief Ombudsman) of Schedule 17 to the Financial Services and Markets Act 2000 to exercise his functions.

21A disclosure for the purpose of enabling or assisting a person appointed under regulations made under section 262(1) and (2)(k) of the Financial Services and Markets Act 2000 (investigations into open-ended investment companies) to conduct an investigation to exercise his functions.

22A disclosure for the purpose of enabling or assisting a person appointed under section 284 of the Financial Services and Markets Act 2000 (investigations into affairs of certain collective investment schemes) to conduct an investigation to exercise his functions.

23A disclosure for the purpose of enabling or assisting the investigator appointed under paragraph 7 of Schedule 1 to the Financial Services and Markets Act 2000 (arrangements for investigation of complaints) to exercise his functions.

24A disclosure for the purpose of enabling or assisting a person appointed by the Treasury to hold an inquiry into matters relating to financial services (including an inquiry under section 15 of the Financial Services and Markets Act 2000 (c. 8)) to exercise his functions.

25A disclosure for the purpose of enabling or assisting the Secretary of State or the Treasury to exercise any of their functions under any of the following—

(a)the Companies Acts;

(b)Part 5 of the Criminal Justice Act 1993 (c. 36) (insider dealing);

(c)the Insolvency Act 1986 (c. 45);

(d)the Company Directors Disqualification Act 1986 (c. 46);

(e)Part 42 of this Act (statutory auditors);

(f)Part 3 (investigations and powers to obtain information) or 7 (financial markets and insolvency) of the Companies Act 1989 (c. 40);

(g)the Financial Services and Markets Act 2000.

Until the coming into force of Part 42 of this Act, the reference to it in paragraph (e) is to be read as a reference to Part 2 of the Companies Act 1989.

26A disclosure for the purpose of enabling or assisting the Scottish Ministers to exercise their functions under the enactments relating to insolvency.

27A disclosure for the purpose of enabling or assisting the Department of Enterprise, Trade and Investment for Northern Ireland to exercise any powers conferred on it by the enactments relating to companies or insolvency.

28A disclosure for the purpose of enabling or assisting a person appointed or authorised by the Department of Enterprise, Trade and Investment for Northern Ireland under the enactments relating to companies or insolvency to exercise his functions.

29A disclosure for the purpose of enabling or assisting the Pensions Regulator to exercise the functions conferred on it by or by virtue of any of the following—

(a)the Pension Schemes Act 1993 (c. 48);

(b)the Pensions Act 1995 (c. 26);

(c)the Welfare Reform and Pensions Act 1999 (c. 30);

(d)the Pensions Act 2004 (c. 35);

(e)any enactment in force in Northern Ireland corresponding to any of those enactments.

30A disclosure for the purpose of enabling or assisting the Board of the Pension Protection Fund to exercise the functions conferred on it by or by virtue of Part 2 of the Pensions Act 2004 or any enactment in force in Northern Ireland corresponding to that Part.

31A disclosure for the purpose of enabling or assisting—

(a)the Bank of England,

(b)the European Central Bank, or

(c)the central bank of any country or territory outside the United Kingdom,

to exercise its functions.

32A disclosure for the purpose of enabling or assisting the Commissioners for Her Majesty’s Revenue and Customs to exercise their functions.

33A disclosure for the purpose of enabling or assisting organs of the Society of Lloyd’s (being organs constituted by or under the Lloyd’s Act 1982 (c. xiv)) to exercise their functions under or by virtue of the Lloyd’s Acts 1871 to 1982.

34A disclosure for the purpose of enabling or assisting the Office of Fair Trading to exercise its functions under any of the following—

(a)the Fair Trading Act 1973 (c. 41);

(b)the Consumer Credit Act 1974 (c. 39);

(c)the Estate Agents Act 1979 (c. 38);

(d)the Competition Act 1980 (c. 21);

(e)the Competition Act 1998 (c. 41);

(f)the Financial Services and Markets Act 2000 (c. 8);

(g)the Enterprise Act 2002 (c. 40);

(h)the Control of Misleading Advertisements Regulations 1988 (S.I. 1988/915);

(i)the Unfair Terms in Consumer Contracts Regulations 1999 (S.I. 1999/2083).

35A disclosure for the purpose of enabling or assisting the Competition Commission to exercise its functions under any of the following—

(a)the Fair Trading Act 1973;

(b)the Competition Act 1980;

(c)the Competition Act 1998;

(d)the Enterprise Act 2002.

36A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Competition Appeal Tribunal.

37A disclosure for the purpose of enabling or assisting an enforcer under Part 8 of the Enterprise Act 2002 (enforcement of consumer legislation) to exercise its functions under that Part.

38A disclosure for the purpose of enabling or assisting the Charity Commission to exercise its functions.

39A disclosure for the purpose of enabling or assisting the Attorney General to exercise his functions in connection with charities.

40A disclosure for the purpose of enabling or assisting the National Lottery Commission to exercise its functions under sections 5 to 10 (licensing) and 15 (power of Secretary of State to require information) of the National Lottery etc. Act 1993 (c. 39).

41A disclosure by the National Lottery Commission to the National Audit Office for the purpose of enabling or assisting the Comptroller and Auditor General to carry out an examination under Part 2 of the National Audit Act 1983 (c. 44) into the economy, effectiveness and efficiency with which the National Lottery Commission has used its resources in discharging its functions under sections 5 to 10 of the National Lottery etc. Act 1993.

42A disclosure for the purpose of enabling or assisting a qualifying body under the Unfair Terms in Consumer Contracts Regulations 1999 (S.I. 1999/2083) to exercise its functions under those Regulations.

43A disclosure for the purpose of enabling or assisting an enforcement authority under the Consumer Protection (Distance Selling) Regulations 2000 (S.I. 2000/2334) to exercise its functions under those Regulations.

44A disclosure for the purpose of enabling or assisting an enforcement authority under the Financial Services (Distance Marketing) Regulations 2004 (S.I. 2004/2095) to exercise its functions under those Regulations.

45A disclosure for the purpose of enabling or assisting a local weights and measures authority in England and Wales to exercise its functions under section 230(2) of the Enterprise Act 2002 (c. 40) (notice of intention to prosecute, etc).

46A disclosure for the purpose of enabling or assisting the Financial Services Authority to exercise its functions under any of the following—

(a)the legislation relating to friendly societies or to industrial and provident societies;

(b)the Building Societies Act 1986 (c. 53);

(c)Part 7 of the Companies Act 1989 (c. 40) (financial markets and insolvency);

(d)the Financial Services and Markets Act 2000 (c. 8).

47A disclosure for the purpose of enabling or assisting the competent authority for the purposes of Part 6 of the Financial Services and Markets Act 2000 (official listing) to exercise its functions under that Part.

48A disclosure for the purpose of enabling or assisting a body corporate established in accordance with section 212(1) of the Financial Services and Markets Act 2000 (compensation scheme manager) to exercise its functions.

49A disclosure for the purpose of enabling or assisting a recognised investment exchange or a recognised clearing house to exercise its functions as such.

“Recognised investment exchange” and “recognised clearing house” have the same meaning as in section 285 of the Financial Services and Markets Act 2000.

50A disclosure for the purpose of enabling or assisting a person approved under the Uncertificated Securities Regulations 2001 (S.I. 2001/3755) as an operator of a relevant system (within the meaning of those regulations) to exercise his functions.

51A disclosure for the purpose of enabling or assisting a body designated under section 326(1) of the Financial Services and Markets Act 2000 (designated professional bodies) to exercise its functions in its capacity as a body designated under that section.

52A disclosure with a view to the institution of, or otherwise for the purposes of, civil proceedings arising under or by virtue of the Financial Services and Markets Act 2000.

53A disclosure for the purpose of enabling or assisting a body designated by order under section 1252 of this Act (delegation of functions of Secretary of State) to exercise its functions under Part 42 of this Act (statutory auditors).

Until the coming into force of that Part, the references to section 1252 and Part 42 are to be read as references to section 46 of the Companies Act 1989 (c. 40) and Part 2 of that Act respectively.

54A disclosure for the purpose of enabling or assisting a recognised supervisory or qualifying body, within the meaning of Part 42 of this Act, to exercise its functions as such.

Until the coming into force of that Part, the reference to it is to be read as a reference to Part 2 of the Companies Act 1989.

55A disclosure for the purpose of enabling or assisting an official receiver (including the Accountant in Bankruptcy in Scotland and the Official Assignee in Northern Ireland) to exercise his functions under the enactments relating to insolvency.

56A disclosure for the purpose of enabling or assisting the Insolvency Practitioners Tribunal to exercise its functions under the Insolvency Act 1986 (c. 45).

57A disclosure for the purpose of enabling or assisting a body that is for the time being a recognised professional body for the purposes of section 391 of the Insolvency Act 1986 (recognised professional bodies) to exercise its functions as such.

58A disclosure for the purpose of enabling or assisting an overseas regulatory authority to exercise its regulatory functions.

“Overseas regulatory authority” and “regulatory functions” have the same meaning as in section 82 of the Companies Act 1989.

59A disclosure for the purpose of enabling or assisting the Regulator of Community Interest Companies to exercise functions under the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27).

60A disclosure with a view to the institution of, or otherwise for the purposes of, criminal proceedings.

61A disclosure for the purpose of enabling or assisting a person authorised by the Secretary of State under Part 2, 3 or 4 of the Proceeds of Crime Act 2002 (c. 29) to exercise his functions.

62A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings on an application under section 6, 7 or 8 of the Company Directors Disqualification Act 1986 (c. 46) (disqualification for unfitness).

63A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Financial Services and Markets Tribunal.

64A disclosure for the purposes of proceedings before the Financial Services Tribunal by virtue of the Financial Services and Markets Act 2000 (Transitional Provisions) (Partly Completed Procedures) Order 2001 (S.I. 2001/3592).

65A disclosure for the purposes of proceedings before the Pensions Regulator Tribunal.

66A disclosure for the purpose of enabling or assisting a body appointed under section 14 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (supervision of periodic accounts and reports of issuers of listed securities) to exercise functions mentioned in subsection (2) of that section.

67A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a solicitor, barrister, advocate, foreign lawyer, auditor, accountant, valuer or actuary of his professional duties.

“Foreign lawyer” has the meaning given by section 89(9) of the Courts and Legal Services Act 1990 (c. 41).

68A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a public servant of his duties.

“Public servant” means an officer or employee of the Crown or of any public or other authority for the time being designated for the purposes of this paragraph by the Secretary of State by order subject to negative resolution procedure.

69A disclosure for the purpose of the provision of a summary or collection of information framed in such a way as not to enable the identity of any person to whom the information relates to be ascertained.

70A disclosure in pursuance of any Community obligation.

Part 3Overseas regulatory bodies

71A disclosure is made in accordance with this Part of this Schedule if—

(a)it is made to a person or body within paragraph 72, and

(b)it is made for the purpose of enabling or assisting that person or body to exercise the functions mentioned in that paragraph.

72The persons or bodies that are within this paragraph are those exercising functions of a public nature, under legislation in any country or territory outside the United Kingdom, that appear to the Panel to be similar to its own functions or those of the Financial Services Authority.

73In determining whether to disclose information to a person or body in accordance with this Part of this Schedule, the Panel must have regard to the following considerations—

(a)whether the use that the person or body is likely to make of the information is sufficiently important to justify making the disclosure;

(b)whether the person or body has adequate arrangements to prevent the information from being used or further disclosed otherwise than for the purposes of carrying out the functions mentioned in paragraph 72 or any other purposes substantially similar to those for which information disclosed to the Panel could be used or further disclosed.

Section 1124

SCHEDULE 3Amendments of remaining provisions of the Companies Act 1985 relating to offences

Failure to give information about interests in shares etc

1(1)In subsection (3) of section 444 of the Companies Act 1985 (c. 6) (failure to give information requested by Secretary of State relating to interests in shares etc) for “is liable to imprisonment or a fine, or both” substitute “commits an offence”.

(2)At the end of that section add—

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

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b)on summary conviction—

(i)in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fiftieth of the statutory maximum;

(ii)in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fiftieth of the statutory maximum..

Obstruction of rights conferred by a warrant or failure to comply with requirement under section 448

2(1)In section 448(7) of the Companies Act 1985 (obstruction of rights conferred by or by virtue of warrant for entry and search of premises) omit the words “and liable to a fine.” to the end.

(2)After that provision insert—

(7A)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..

Wrongful disclosure of information to which section 449 applies

3(1)Section 449 of the Companies Act 1985 (wrongful disclosure of information obtained in course of company investigation) is amended as follows.

(2)For subsection (6)(a) and (b) substitute “is guilty of an offence.”

(3)After subsection (6) insert—

(6A)A person guilty of an offence under this section is liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b)on summary conviction—

(i)in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii)in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both)..

(4)Omit subsection (7).

Destruction, mutilation etc of company documents

4(1)For subsection (3) of section 450 of the Companies Act 1985 (offence of destroying, etc company documents) substitute—

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

(a)on conviction on indictment, to imprisonment for a term not exceeding seven years or a fine (or both);

(b)on summary conviction—

(i)in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii)in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both)..

(2)Omit subsection (4) of that section.

Provision of false information in purported compliance with section 447

5(1)For subsection (2) of section 451 of the Companies Act 1985 (c. 6) (provision of false information in response to requirement under section 447) substitute—

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

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b)on summary conviction—

(i)in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii)in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both)..

(2)Omit subsection (3) of that section.

Obstruction of inspector, etc exercising power to enter and remain on premises

6(1)Section 453A of the Companies Act 1985 (obstruction of inspector etc exercising power to enter and remain on premises) is amended as follows.

(2)For subsection (5)(a) and (b) substitute “is guilty of an offence.”

(3)After subsection (5) insert—

(5A)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..

(4)Omit subsection (6).

Attempted evasion of restrictions under Part 15

7(1)In subsection (1) of section 455 of the Companies Act 1985 (attempted evasion of restrictions under Part 15) for “is liable to a fine if he” substitute “commits an offence if he”.

(2)In subsection (2) of that section for the words “the company” to the end substitute an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(3)After that subsection insert—

(2A)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..

Section 1144(1)

SCHEDULE 4Documents and information sent or supplied to a company

Part 1Introduction

Application of Schedule

1(1)This Schedule applies to documents or information sent or supplied to a company.

(2)It does not apply to documents or information sent or supplied by another company (see section 1144(3) and Schedule 5).

Part 2Communications in hard copy form

Introduction

2A document or information is validly sent or supplied to a company if it is sent or supplied in hard copy form in accordance with this Part of this Schedule.

Method of communication in hard copy form

3(1)A document or information in hard copy form may be sent or supplied by hand or by post to an address (in accordance with paragraph 4).

(2)For the purposes of this Schedule, a person sends a document or information by post if he posts a prepaid envelope containing the document or information.

Address for communications in hard copy form

4A document or information in hard copy form may be sent or supplied—

(a)to an address specified by the company for the purpose;

(b)to the company’s registered office;

(c)to an address to which any provision of the Companies Acts authorises the document or information to be sent or supplied.

Part 3Communications in electronic form

Introduction

5A document or information is validly sent or supplied to a company if it is sent or supplied in electronic form in accordance with this Part of this Schedule.

Conditions for use of communications in electronic form

6A document or information may only be sent or supplied to a company in electronic form if—

(a)the company has agreed (generally or specifically) that the document or information may be sent or supplied in that form (and has not revoked that agreement), or

(b)the company is deemed to have so agreed by a provision in the Companies Acts.

Address for communications in electronic form

7(1)Where the document or information is sent or supplied by electronic means, it may only be sent or supplied to an address—

(a)specified for the purpose by the company (generally or specifically), or

(b)deemed by a provision in the Companies Acts to have been so specified.

(2)Where the document or information is sent or supplied in electronic form by hand or by post, it must be sent or supplied to an address to which it could be validly sent if it were in hard copy form.

Part 4Other agreed forms of communication

8A document or information that is sent or supplied to a company otherwise than in hard copy form or electronic form is validly sent or supplied if it is sent or supplied in a form or manner that has been agreed by the company.

Section 1144(2)

SCHEDULE 5Communications by a company

Part 1Introduction

Application of this Schedule

1This Schedule applies to documents or information sent or supplied by a company.

Part 2Communications in hard copy form

Introduction

2A document or information is validly sent or supplied by a company if it is sent or supplied in hard copy form in accordance with this Part of this Schedule.

Method of communication in hard copy form

3(1)A document or information in hard copy form must be—

(a)handed to the intended recipient, or

(b)sent or supplied by hand or by post to an address (in accordance with paragraph 4).

(2)For the purposes of this Schedule, a person sends a document or information by post if he posts a prepaid envelope containing the document or information.

Address for communications in hard copy form

4(1)A document or information in hard copy form may be sent or supplied by the company—

(a)to an address specified for the purpose by the intended recipient;

(b)to a company at its registered office;

(c)to a person in his capacity as a member of the company at his address as shown in the company’s register of members;

(d)to a person in his capacity as a director of the company at his address as shown in the company’s register of directors;

(e)to an address to which any provision of the Companies Acts authorises the document or information to be sent or supplied.

(2)Where the company is unable to obtain an address falling within sub-paragraph (1), the document or information may be sent or supplied to the intended recipient’s last address known to the company.

Part 3Communications in electronic form

Introduction

5A document or information is validly sent or supplied by a company if it is sent in electronic form in accordance with this Part of this Schedule.

Agreement to communications in electronic form

6A document or information may only be sent or supplied by a company in electronic form—

(a)to a person who has agreed (generally or specifically) that the document or information may be sent or supplied in that form (and has not revoked that agreement), or

(b)to a company that is deemed to have so agreed by a provision in the Companies Acts.

Address for communications in electronic form

7(1)Where the document or information is sent or supplied by electronic means, it may only be sent or supplied to an address—

(a)specified for the purpose by the intended recipient (generally or specifically), or

(b)where the intended recipient is a company, deemed by a provision of the Companies Acts to have been so specified.

(2)Where the document or information is sent or supplied in electronic form by hand or by post, it must be—

(a)handed to the intended recipient, or

(b)sent or supplied to an address to which it could be validly sent if it were in hard copy form.

Part 4Communications by means of a website

Use of website

8A document or information is validly sent or supplied by a company if it is made available on a website in accordance with this Part of this Schedule.

Agreement to use of website

9A document or information may only be sent or supplied by the company to a person by being made available on a website if the person—

(a)has agreed (generally or specifically) that the document or information may be sent or supplied to him in that manner, or

(b)is taken to have so agreed under—

(i)paragraph 10 (members of the company etc), or

(ii)paragraph 11 (debenture holders),

and has not revoked that agreement.

Deemed agreement of members of company etc to use of website

10(1)This paragraph applies to a document or information to be sent or supplied to a person—

(a)as a member of the company, or

(b)as a person nominated by a member in accordance with the company’s articles to enjoy or exercise all or any specified rights of the member in relation to the company, or

(c)as a person nominated by a member under section 146 to enjoy information rights.

(2)To the extent that—

(a)the members of the company have resolved that the company may send or supply documents or information to members by making them available on a website, or

(b)the company’s articles contain provision to that effect,

a person in relation to whom the following conditions are met is taken to have agreed that the company may send or supply documents or information to him in that manner.

(3)The conditions are that—

(a)the person has been asked individually by the company to agree that the company may send or supply documents or information generally, or the documents or information in question, to him by means of a website, and

(b)the company has not received a response within the period of 28 days beginning with the date on which the company’s request was sent.

(4)A person is not taken to have so agreed if the company’s request—

(a)did not state clearly what the effect of a failure to respond would be, or

(b)was sent less than twelve months after a previous request made to him for the purposes of this paragraph in respect of the same or a similar class of documents or information.

(5)Chapter 3 of Part 3 (resolutions affecting a company’s constitution) applies to a resolution under this paragraph.

Deemed agreement of debenture holders to use of website

11(1)This paragraph applies to a document or information to be sent or supplied to a person as holder of a company’s debentures.

(2)To the extent that—

(a)the relevant debenture holders have duly resolved that the company may send or supply documents or information to them by making them available on a website, or

(b)the instrument creating the debenture in question contains provision to that effect,

a debenture holder in relation to whom the following conditions are met is taken to have agreed that the company may send or supply documents or information to him in that manner.

(3)The conditions are that—

(a)the debenture holder has been asked individually by the company to agree that the company may send or supply documents or information generally, or the documents or information in question, to him by means of a website, and

(b)the company has not received a response within the period of 28 days beginning with the date on which the company’s request was sent.

(4)A person is not taken to have so agreed if the company’s request—

(a)did not state clearly what the effect of a failure to respond would be, or

(b)was sent less than twelve months after a previous request made to him for the purposes of this paragraph in respect of the same or a similar class of documents or information.

(5)For the purposes of this paragraph—

(a)the relevant debenture holders are the holders of debentures of the company ranking pari passu for all purposes with the intended recipient, and

(b)a resolution of the relevant debenture holders is duly passed if they agree in accordance with the provisions of the instruments creating the debentures.

Availability of document or information

12(1)A document or information authorised or required to be sent or supplied by means of a website must be made available in a form, and by a means, that the company reasonably considers will enable the recipient—

(a)to read it, and

(b)to retain a copy of it.

(2)For this purpose a document or information can be read only if—

(a)it can be read with the naked eye, or

(b)to the extent that it consists of images (for example photographs, pictures, maps, plans or drawings), it can be seen with the naked eye.

Notification of availability

13(1)The company must notify the intended recipient of—

(a)the presence of the document or information on the website,

(b)the address of the website,

(c)the place on the website where it may be accessed, and

(d)how to access the document or information.

(2)The document or information is taken to be sent—

(a)on the date on which the notification required by this paragraph is sent, or

(b)if later, the date on which the document or information first appears on the website after that notification is sent.

Period of availability on website

14(1)The company must make the document or information available on the website throughout—

(a)the period specified by any applicable provision of the Companies Acts, or

(b)if no such period is specified, the period of 28 days beginning with the date on which the notification required under paragraph 13 is sent to the person in question.

(2)For the purposes of this paragraph, a failure to make a document or information available on a website throughout the period mentioned in sub-paragraph (1) shall be disregarded if—

(a)it is made available on the website for part of that period, and

(b)the failure to make it available throughout that period is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.

Part 5Other agreed forms of communication

15A document or information that is sent or supplied otherwise than in hard copy or electronic form or by means of a website is validly sent or supplied if it is sent or supplied in a form or manner that has been agreed by the intended recipient.

Part 6Supplementary provisions

Joint holders of shares or debentures

16(1)This paragraph applies in relation to documents or information to be sent or supplied to joint holders of shares or debentures of a company.

(2)Anything to be agreed or specified by the holder must be agreed or specified by all the joint holders.

(3)Anything authorised or required to be sent or supplied to the holder may be sent or supplied either—

(a)to each of the joint holders, or

(b)to the holder whose name appears first in the register of members or the relevant register of debenture holders.

(4)This paragraph has effect subject to anything in the company’s articles.

Death or bankruptcy of holder of shares

17(1)This paragraph has effect in the case of the death or bankruptcy of a holder of a company’s shares.

(2)Documents or information required or authorised to be sent or supplied to the member may be sent or supplied to the persons claiming to be entitled to the shares in consequence of the death or bankruptcy—

(a)by name, or

(b)by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description,

at the address in the United Kingdom supplied for the purpose by those so claiming.

(3)Until such an address has been so supplied, a document or information may be sent or supplied in any manner in which it might have been sent or supplied if the death or bankruptcy had not occurred.

(4)This paragraph has effect subject to anything in the company’s articles.

(5)References in this paragraph to the bankruptcy of a person include—

(a)the sequestration of the estate of a person;

(b)a person’s estate being the subject of a protected trust deed (within the meaning of the Bankruptcy (Scotland) Act 1985 (c. 66)).

In such a case the reference in sub-paragraph (2)(b) to the trustee of the bankrupt is to be read as the permanent or interim trustee (within the meaning of that Act) on the sequestrated estate or, as the case may be, the trustee under the protected deed.

Section 1159

SCHEDULE 6Meaning of “subsidiary” etc: supplementary provisions

Introduction

1The provisions of this Part of this Schedule explain expressions used in section 1159 (meaning of “subsidiary” etc) and otherwise supplement that section.

Voting rights in a company

2In section 1159(1)(a) and (c) the references to the voting rights in a company are to the rights conferred on shareholders in respect of their shares or, in the case of a company not having a share capital, on members, to vote at general meetings of the company on all, or substantially all, matters.

Right to appoint or remove a majority of the directors

3(1)In section 1159(1)(b) the reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all, or substantially all, matters.

(2)A company shall be treated as having the right to appoint to a directorship if—

(a)a person’s appointment to it follows necessarily from his appointment as director of the company, or

(b)the directorship is held by the company itself.

(3)A right to appoint or remove which is exercisable only with the consent or concurrence of another person shall be left out of account unless no other person has a right to appoint or, as the case may be, remove in relation to that directorship.

Rights exercisable only in certain circumstances or temporarily incapable of exercise

4(1)Rights which are exercisable only in certain circumstances shall be taken into account only—

(a)when the circumstances have arisen, and for so long as they continue to obtain, or

(b)when the circumstances are within the control of the person having the rights.

(2)Rights which are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account.

Rights held by one person on behalf of another

5Rights held by a person in a fiduciary capacity shall be treated as not held by him.

6(1)Rights held by a person as nominee for another shall be treated as held by the other.

(2)Rights shall be regarded as held as nominee for another if they are exercisable only on his instructions or with his consent or concurrence.

Rights attached to shares held by way of security

7Rights attached to shares held by way of security shall be treated as held by the person providing the security—

(a)where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with his instructions, and

(b)where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in his interests.

Rights attributed to holding company

8(1)Rights shall be treated as held by a holding company if they are held by any of its subsidiary companies.

(2)Nothing in paragraph 6 or 7 shall be construed as requiring rights held by a holding company to be treated as held by any of its subsidiaries.

(3)For the purposes of paragraph 7 rights shall be treated as being exercisable in accordance with the instructions or in the interests of a company if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of—

(a)any subsidiary or holding company of that company, or

(b)any subsidiary of a holding company of that company.

Disregard of certain rights

9The voting rights in a company shall be reduced by any rights held by the company itself.

Supplementary

10References in any provision of paragraphs 5 to 9 to rights held by a person include rights falling to be treated as held by him by virtue of any other provision of those paragraphs but not rights which by virtue of any such provision are to be treated as not held by him.

Section 1162

SCHEDULE 7Parent and subsidiary undertakings: supplementary provisions

Introduction

1The provisions of this Schedule explain expressions used in section 1162 (parent and subsidiary undertakings) and otherwise supplement that section.

Voting rights in an undertaking

2(1)In section 1162(2)(a) and (d) the references to the voting rights in an undertaking are to the rights conferred on shareholders in respect of their shares or, in the case of an undertaking not having a share capital, on members, to vote at general meetings of the undertaking on all, or substantially all, matters.

(2)In relation to an undertaking which does not have general meetings at which matters are decided by the exercise of voting rights the references to holding a majority of the voting rights in the undertaking shall be construed as references to having the right under the constitution of the undertaking to direct the overall policy of the undertaking or to alter the terms of its constitution.

Right to appoint or remove a majority of the directors

3(1)In section 1162(2)(b) the reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all, or substantially all, matters.

(2)An undertaking shall be treated as having the right to appoint to a directorship if—

(a)a person’s appointment to it follows necessarily from his appointment as director of the undertaking, or

(b)the directorship is held by the undertaking itself.

(3)A right to appoint or remove which is exercisable only with the consent or concurrence of another person shall be left out of account unless no other person has a right to appoint or, as the case may be, remove in relation to that directorship.

Right to exercise dominant influence

4(1)For the purposes of section 1162(2)(c) an undertaking shall not be regarded as having the right to exercise a dominant influence over another undertaking unless it has a right to give directions with respect to the operating and financial policies of that other undertaking which its directors are obliged to comply with whether or not they are for the benefit of that other undertaking.

(2)A “control contract” means a contract in writing conferring such a right which—

(a)is of a kind authorised by the articles of the undertaking in relation to which the right is exercisable, and

(b)is permitted by the law under which that undertaking is established.

(3)This paragraph shall not be read as affecting the construction of section 1162(4)(a).

Rights exercisable only in certain circumstances or temporarily incapable of exercise

5(1)Rights which are exercisable only in certain circumstances shall be taken into account only—

(a)when the circumstances have arisen, and for so long as they continue to obtain, or

(b)when the circumstances are within the control of the person having the rights.

(2)Rights which are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account.

Rights held by one person on behalf of another

6Rights held by a person in a fiduciary capacity shall be treated as not held by him.

7(1)Rights held by a person as nominee for another shall be treated as held by the other.

(2)Rights shall be regarded as held as nominee for another if they are exercisable only on his instructions or with his consent or concurrence.

Rights attached to shares held by way of security

8Rights attached to shares held by way of security shall be treated as held by the person providing the security—

(a)where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with his instructions, and

(b)where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in his interests.

Rights attributed to parent undertaking

9(1)Rights shall be treated as held by a parent undertaking if they are held by any of its subsidiary undertakings.

(2)Nothing in paragraph 7 or 8 shall be construed as requiring rights held by a parent undertaking to be treated as held by any of its subsidiary undertakings.

(3)For the purposes of paragraph 8 rights shall be treated as being exercisable in accordance with the instructions or in the interests of an undertaking if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of any group undertaking.

Disregard of certain rights

10The voting rights in an undertaking shall be reduced by any rights held by the undertaking itself.

Supplementary

11References in any provision of paragraphs 6 to 10 to rights held by a person include rights falling to be treated as held by him by virtue of any other provision of those paragraphs but not rights which by virtue of any such provision are to be treated as not held by him.

Section 1174

SCHEDULE 8Index of defined expressions

abbreviated accounts (in Part 15)sections 444(4) and 445(3)
accounting reference date and accounting reference periodsection 391
accounting standards (in Part 15)section 464
accounts meetingsection 437(3)
acquisition, in relation to a non-cash assetsection 1163(2)
address
  —  generally in the Companies Actssection 1142
  —  in the company communications provisionssection 1148(1)
affirmative resolution procedure, in relation to regulations and orderssection 1290
allotment (time of)section 558
allotment of equity securities (in Chapter 3 of Part 17)section 560(2)
allotted share capital and allotted sharessection 546(1)(b) and (2)
annual accounts (in Part 15)section 471
annual accounts and reports (in Part 15)section 471
annual general meetingsection 336
annual returnsection 854
appropriate audit authority (in sections 522, 523 and 524)section 525(1)
appropriate rate of interest
  —  in Chapter 5 of Part 17section 592
  —  in Chapter 6 of Part 17section 609
approval after being made, in relation to regulations and orderssection 1291
arrangement
  —  in Part 26section 616(1)
  —  in Chapter 7 of Part 17section 895(2)
articlessection 18
associate (in Chapter 3 of Part 28)section 988
associated bodies corporate and associated company (in Part 10)section 256
authenticated, in relation to a document or information sent or supplied to a companysection 1146
authorised group, of members of a company (in Part 14)section 370(3)
authorised insurance companysection 1165(2)
authorised minimum (in relation to share capital of public company)section 763
available profits (in Chapter 5 of Part 18)sections 711 and 712
banking company and banking groupsection 1164
body corporatesection 1173(1)
called-up share capitalsection 547
capital redemption reservesection 733
capitalisation in relation to a company’s profits (in Part 23)section 853(3)
cash (in relation to paying up or allotting shares)section 583
cause of action, in relation to derivative proceedings (in Chapter 2 of Part 11)section 265(7)
certified translation (in Part 35)section 1107
charge (in Chapter 1 of Part 25)section 861(5)
circulation date, in relation to a written resolution (in Part 13)section 290
class of sharessection 629
the Companies Actssection 2
Companies Act accountssections 395(1)(a) and 403(2)(a)
Companies Act group accountssection 403(2)(a)
Companies Act individual accountssection 395(1)(a)
companies involved in the division (in Part 27)section 919(2)
company
  —  generally in the Companies Actssection 1
  —  in Chapter 7 of Part 17section 616(1)
  —  in Chapter 1 of Part 25section 861(5)
  —  in Chapter 2 of Part 25section 879(6)
  —  in Part 26section 895(2)
  —  in Chapter 3 of Part 28section 991(1)
  —  in the company communications provisionssection 1148(1)
the company communications provisionssection 1143
the company law provisions of this Actsection 2(2)
company records (in Part 37)section 1134
connected with, in relation to a director (in Part 10)sections 252 to 254
constitution, of a company
  —  generally in the Companies Actssection 17
  —  in Part 10section 257
controlling, of a body corporate by a director (in Part 10)section 255
corporationsection 1173(1)
the courtsection 1156
credit institutionsection 1173(1)
credit transaction (in Chapter 4 of Part 10)section 202
creditor (in Chapter 1 of Part 31)section 1011
daily default finesection 1125
date of the offer (in Chapter 3 of Part 28)section 991(1)
debenturesection 738
derivative claim (in Chapter 1 of Part 11)section 260
derivative proceedings (in Chapter 2 of Part 11)section 265
Directive disclosure requirementssection 1078
director
  —  generally in the Companies Actssection 250
  —  in Chapter 8 of Part 10section 240(3)
  —  in Chapter 1 of Part 11section 260(5)
  —  in Chapter 2 of Part 11section 265(7)
  —  in Part 14section 379(1)
directors' remuneration reportsection 420
directors' reportsection 415
distributable profits
  —  in Chapter 2 of Part 18section 683(1)
—elsewhere in Part 18section 736
distribution
  —  in Chapter 2 of Part 18section 683(1)
  —  in Part 23section 829
division (in Part 27)section 919
document
  —  in Part 35section 1114(1)
  —  in the company communications provisionssection 1148(1)
dormant, in relation to a company or other body corporatesection 1169
EEA State and related expressionssection 1170
electronic form, electronic copy, electronic means
  —  generally in the Companies Actssection 1168(3) and (4)
  —  in relation to communications to a companyPart 3 of Schedule 4
  —  in relation to communications by a companyPart 3 of Schedule 5
eligible members, in relation to a written resolutionsection 289
e-money issuer
  —  in Part 15section 474(1)
  —  in Part 16section 539
employees' share schemesection 1166
employer and employee (in Chapter 1 of Part 18)section 676
enactmentsection 1293
equity securities (in Chapter 3 of Part 17)section 560(1)
equity share capitalsection 548
equity shares (in Chapter 7 of Part 17)section 616(1)
existing company (in Part 27)section 902(2)
fellow subsidiary undertakingssection 1161(4)
financial assistance (in Chapter 2 of Part 18)section 677
financial institutionsection 1173(1)
financial year, of a companysection 390
firmsection 1173(1)
fixed assets (in Part 23)section 853
the former Companies Actssection 1171
the Gazettesection 1173(1)
group (in Part 15)section 474(1)
group undertakingsection 1161(5)
hard copy form and hard copy
  —  generally in the Companies Actssection 1168(2)
  —  in relation to communications to a companyPart 2 of Schedule 4
  —  in relation to communications by a companyPart 2 of Schedule 5
hire-purchase agreementsection 1173(1)
holder of shares (in Chapter 3 of Part 17)section 574
holding companysection 1159 (and see section 1160 and Schedule 6)
IAS accountssections 395(1)(b) and 403(1) and (2)(b)
IAS group accountssection 403(1) and (2)(b)
IAS individual accountssection 395(1)(b)
IAS Regulation (in Part 15)section 474(1)
included in the consolidation, in relation to group accounts (in Part 15)section 474(1)
individual accountssection 394
information rights (in Part 9)section 146(3)
insurance companysection 1165(3)
insurance groupsection 1165(5)
insurance market activitysection 1165(7)
interest in shares (for the purposes of Part 22)sections 820 to 825
international accounting standards (in Part 15)section 474(1)
investment company (in Part 23)section 833
ISD investment firm
  —  in Part 15section 474(1)
  —  in Part 16section 539
issued share capital and issued sharessection 546(1)(a) and (2)
the issuing company (in Chapter 7 of Part 17)section 610(6)
the Joint Stock Companies Actssection 1171
liabilities (in Part 27)section 941
liability, references to incurring, reducing or discharging (in Chapter 2 of Part 18)section 683(2)
limited by guaranteesection 3(3)
limited by sharessection 3(2)
limited companysection 3
the main register (of members) (in Chapter 3 of Part 8)section 131(1)
major audit (in sections 522 and 525)section 525(2)
market purchase, by a company of its own shares (in Chapter 4 of Part 18)section 693(4)
member, of a company
  —  generally in the Companies Actssection 112
  —  in Chapter 1 of Part 11section 260(5)
  —  in Chapter 2 of Part 11section 265(7)
memorandum of associationsection 8
merger (in Part 27)section 904
merging companies (in Part 27)section 904(2)
merger by absorption (in Part 27)section 904(1)(a)
merger by formation of a new company (in Part 27)section 904(1)(b)
negative resolution procedure, in relation to regulations and orderssection 1289
net assets (in Part 7)section 92
new company (in Part 27)section 902(2)
non-cash assetsection 1163
non-voting shares (in Chapter 3 of Part 28)section 991(1)
number, in relation to sharessection 540(4)(b)
off-market purchase, by a company of its own shares (in Chapter 4 of Part 18)section 693(2)
offer period (in Chapter 2 of Part 28)section 971(1)
offer to the public (in Chapter 1 of Part 20)section 756
offeror
  —  in Chapter 2 of Part 28section 971(1)
  —  in Chapter 3 of Part 28section 991(1)
officer, in relation to a body corporatesection 1173(1)
officer in defaultsection 1121
official seal, of registrarsection 1062
opted-in company (in Chapter 2 of Part 28)section 971(1)
opting-in resolution (in Chapter 2 of Part 28)section 966(1)
opting-out resolution (in Chapter 2 of Part 28)section 966(5)
ordinary resolutionsection 282
ordinary shares (in Chapter 3 of Part 17)section 560(1)
organisation (in Part 14)section 379(1)
other relevant transactions or arrangements (in Chapter 4 of Part 10)section 210
overseas companysection 1044
overseas branch registersection 129(1)
paid upsection 583
the Panel (in Part 28)section 942
parent companysection 1173(1)
parent undertakingsection 1162 (and see Schedule 7)
payment for loss of office (in Chapter 4 of Part 10)section 215
pension scheme (in Chapter 1 of Part 18)section 675
period for appointing auditors, in relation to a private companysection 485(2)
period for filing, in relation to accounts and reports for a financial yearsection 442
permissible capital payment (in Chapter 5 of Part 18)section 710
political donation (in Part 14)section 364
political expenditure (in Part 14)section 365
political organisation (in Part 14)section 363(2)
prescribedsection 1167
private companysection 4
profit and loss account (in Part 15)section 474(1) and (2)
profits and losses (in Part 23)section 853(2)
profits available for distribution (for the purposes of Part 23)section 830(2)
property (in Part 27)section 941
protected information (in Chapter 8 of Part 10)section 240
provision for entrenchment, in relation to a company’s articlessection 22
public companysection 4
publication, in relation to accounts and reports (in sections 433 to 435)section 436
qualified, in relation to an auditor’s report etc (in Part 16)section 539
qualifying shares (in Chapter 6 of Part 18)section 724(2)
qualifying third party indemnity provision (in Chapter 7 of Part 10)section 234
qualifying pension scheme indemnity provision (in Chapter 7 of Part 10)section 235
quasi-loan (in Chapter 4 of Part 10)section 199
quoted company
  —  in Part 13section 361
  —  in Part 15section 385
  —  in Chapter 5 of Part 16section 531 (and section 385)
realised profits and losses (in Part 23)section 853(4)
redeemable sharessection 684(1)
redenominatesection 622(1)
redenomination reservesection 628
the registersection 1080
register of charges, kept by registrar
  —  in England and Wales and Northern Irelandsection 869
  —  in Scotlandsection 885
register of directorssection 162
register of directors' residential addressessection 165
register of memberssection 113
register of secretariessection 275
registered number, of a branch of an overseas companysection 1067
registered number, of a companysection 1066
registered office, of a companysection 86
registrar and registrar of companiessection 1060
registrar’s index of company namessection 1099
registrar’s rulessection 1117
registration in a particular part of the United Kingdomsection 1060(4)
regulated activity
  —  generally in the Companies Actssection 1173(1)
  —  in Part 15section 474(1)
regulated marketsection 1173(1)
relevant accounts (in Part 23)section 836(2)
requirements for proper delivery (in Part 35)section 1072 (and see section 1073)
requirements of this Actsection 1172
securities (and related expressions)
  —  in Chapter 1 of Part 20section 755(5)
  —  in Chapter 2 of Part 21section 783
senior statutory auditorsection 504
sent or supplied, in relation to documents or information (in the company communications provisions)section 1148(2) and (3)
service addresssection 1141
service contract, of a director (in Part 10)section 227
shadow directorsection 251
share
  —  generally in the Companies Actssection 540 (and see section 1161(2))
  —  in Part 22section 792
  —  in section 1162 and Schedule 7section 1162(7)
share capital, company having asection 545
share exchange ratio
  —  in Chapter 2 of Part 27section 905(2)
  —  in Chapter 3 of Part 27section 920(2)
share premium accountsection 610(1)
share warrantsection 779(1)
small companies regime, for accounts and reportssection 381
solvency statement (in sections 641 to 644)section 643
special notice, in relation to a resolutionsection 312
special resolutionsection 283
statutory accountssection 434(3)
subsidiarysection 1159 (and see section 1160 and Schedule 6)
subsidiary undertakingsection 1162 (and see Schedule 7)
summary financial statementsection 426
takeover bid (in Chapter 2 of Part 28)section 971(1)
takeover offer (in Chapter 3 of Part 28)section 974
the Takeovers Directive
  —  in Chapter 1 of Part 28section 943(8)
  —  in Chapter 2 of Part 28section 971(1)
trading certificatesection 761(1)
transfer, in relation to a non-cash assetsection 1163(2)
treasury sharessection 724(5)
turnover
  —  in Part 15section 474(1)
  —  in Part 16section 539
UCITS management company
  —  in Part 15section 474(1)
  —  in Part 16section 539
UK-registered companysection 1158
uncalled share capitalsection 547
unconditional, in relation to a contract to acquire shares (in Chapter 3 of Part 28)section 991(2)
undistributable reservessection 831(4)
undertakingsection 1161(1)
unique identifiersection 1082
unlimited companysection 3
unquoted company (in Part 15)section 385
voting rights
  —  in Chapter 2 of Part 28section 971(1)
  —  in Chapter 3 of Part 28section 991(1)
  —  in section 1159 and Schedule 6paragraph 2 of Schedule 6
  —  in section 1162 and Schedule 7paragraph 2 of Schedule 7
voting shares
  —  n Chapter 2 of Part 28section 971(1)
  —  in Chapter 3 of Part 28section 991(1)
website, communication by a company by means ofPart 4 of Schedule 5
Welsh companysection 88
wholly-owned subsidiarysection 1159(2) (and see section 1160 and Schedule 6)
working day, in relation to a companysection 1173(1)
written resolutionsection 288

Section 1175

SCHEDULE 9Removal of special provisions about accounts and audit of charitable companies

Part 1The Companies Act 1985 (c. 6)

1In section 240 (requirements in connection with publication of accounts)—

(a)in subsection (1) omit from “or, as the case may be,” to “section 249A(2)”;

(b)in subsection (3)(c) omit from “and, if no such report” to “any financial year”;

(c)after subsection (3)(c) insert “, and”;

(d)omit subsection (3)(e) and the “, and” preceding it;

(e)in the closing words of subsection (3) omit from “or any report” to “section 249A(2)”.

2In section 245 (voluntary revision of annual accounts or directors' report), in subsection (4)(b) omit “or reporting accountant”.

3In section 249A (exemptions from audit)—

(a)omit subsections (2), (3A) and (4);

(b)in subsection (6) for “figures for turnover or gross income” substitute “figure for turnover”;

(c)in subsection (6A) omit “or (2)”;

(d)in subsection (7) omit the definition of “gross income” and the “, and” preceding it.

4In section 249B (cases where exemptions not available)—

(a)in the opening words of subsection (1) omit “or (2)”;

(b)in subsection (1C)(b) omit from “where the company referred to” to “is not a charity”;

(c)in subsection (3) omit “or (2)”;

(d)in subsection (4), in the opening words and in paragraph (a), omit “or (2)”.

5Omit section 249C (report required for purposes of section 249A(2)).

6Omit section 249D (the reporting accountant).

7In section 249E (effect of exemptions) omit subsection (2).

8In section 262A (index of defined expressions) omit the entry for “reporting accountant”.

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

9In Article 248 (requirements in connection with publication of accounts)—

(a)in paragraph (1) omit from “or, as the case may be,” to “Article 257A(2)”;

(b)in paragraph (3)(c) omit from “and, if no such report” to “any such financial year”;

(c)after paragraph (3)(c) insert “, and”;

(d)omit paragraph (3)(e) and the word “, and” preceding it;

(e)in the closing words of paragraph (3) omit from “or any report” to “Article 257A(2)”.

10In Article 253 (voluntary revision of annual accounts or directors' report), in paragraph (4)(b) omit “or reporting accountant”.

11In Article 257A (exemptions from audit)—

(a)omit paragraphs (2), (3A) and (4);

(b)in paragraph (6) for “figures for turnover or gross income” substitute “figure for turnover”;

(c)in paragraph (6A) omit “or (2)”;

(d)in paragraph (7) omit the definition of “gross income” and the “, and” preceding it.

12In Article 257B (cases where exemptions not available)—

(a)in the opening words of paragraph (1) omit “or (2)”;

(b)in paragraph (1C)(b) omit from “where the company referred to” to “is not a charity”;

(c)in paragraph (3) omit “or (2)”;

(d)in paragraph (4), in the opening words and in sub-paragraph (a), omit “or (2)”.

13Omit Article 257C (report required for purposes of Article 257A(2).

14Omit Article 257D (the reporting accountant).

15In Article 257E (effect of exemptions) omit paragraph (2).

16In Article 270A (index of defined expressions) omit the entry for “reporting accountant”.

Section 1217

SCHEDULE 10Recognised supervisory bodies

Part 1Grant and revocation of recognition of a supervisory body

Application for recognition of supervisory body

1(1)A supervisory body may apply to the Secretary of State for an order declaring it to be a recognised supervisory body for the purposes of this Part of this Act (“a recognition order”).

(2)Any such application must be—

(a)made in such manner as the Secretary of State may direct, and

(b)accompanied by such information as the Secretary of State may reasonably require for the purpose of determining the application.

(3)At any time after receiving an application and before determining it the Secretary of State may require the applicant to furnish additional information.

(4)The directions and requirements given or imposed under sub-paragraphs (2) and (3) may differ as between different applications.

(5)The Secretary of State may require any information to be furnished under this paragraph to be in such form or verified in such manner as he may specify.

(6)Every application must be accompanied by—

(a)a copy of the applicant’s rules, and

(b)a copy of any guidance issued by the applicant in writing.

(7)The reference in sub-paragraph (6)(b) to guidance issued by the applicant is a reference to any guidance or recommendation—

(a)issued or made by it to all or any class of its members or persons seeking to become members,

(b)relevant for the purposes of this Part, and

(c)intended to have continuing effect,

including any guidance or recommendation relating to the admission or expulsion of members of the body, so far as relevant for the purposes of this Part.

Grant and refusal of recognition

2(1)The Secretary of State may, on an application duly made in accordance with paragraph 1 and after being furnished with all such information as he may require under that paragraph, make or refuse to make a recognition order in respect of the applicant.

(2)The Secretary of State may make a recognition order only if it appears to him, from the information furnished by the body and having regard to any other information in his possession, that the requirements of Part 2 of this Schedule are satisfied in the case of that body.

(3)The Secretary of State may refuse to make a recognition order in respect of a body if he considers that its recognition is unnecessary having regard to the existence of one or more other bodies which—

(a)maintain and enforce rules as to the appointment and conduct of statutory auditors, and

(b)have been or are likely to be recognised.

(4)Where the Secretary of State refuses an application for a recognition order he must give the applicant a written notice to that effect—

(a)specifying which requirements, in the opinion of the Secretary of State, are not satisfied, or

(b)stating that the application is refused on the ground mentioned in sub-paragraph (3).

(5)A recognition order must state the date on which it takes effect.

Revocation of recognition

3(1)A recognition order may be revoked by a further order made by the Secretary of State if at any time it appears to him—

(a)that any requirement of Part 2 of this Schedule is not satisfied in the case of the body to which the recognition order relates (“the recognised body”),

(b)that the body has failed to comply with any obligation imposed on it by or by virtue of this Part of this Act, or

(c)that the continued recognition of the body is undesirable having regard to the existence of one or more other bodies which have been or are to be recognised.

(2)An order revoking a recognition order must state the date on which it takes effect, which must be after the period of three months beginning with the date on which the revocation order is made.

(3)Before revoking a recognition order the Secretary of State must—

(a)give written notice of his intention to do so to the recognised body,

(b)take such steps as he considers reasonably practicable for bringing the notice to the attention of the members of the body, and

(c)publish the notice in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.

(4)A notice under sub-paragraph (3) must—

(a)state the reasons for which the Secretary of State proposes to act, and

(b)give particulars of the rights conferred by sub-paragraph (5).

(5)A person within sub-paragraph (6) may, within the period of three months beginning with the date of service or publication of the notice under sub-paragraph (3) or such longer period as the Secretary of State may allow, make written representations to the Secretary of State and, if desired, oral representations to a person appointed for that purpose by the Secretary of State.

(6)The persons within this sub-paragraph are—

(a)the recognised body on which a notice is served under sub-paragraph (3),

(b)any member of the body, and

(c)any other person who appears to the Secretary of State to be affected.

(7)The Secretary of State must have regard to any representations made in accordance with sub-paragraph (5) in determining whether to revoke the recognition order.

(8)If in any case the Secretary of State considers it essential to do so in the public interest he may revoke a recognition order without regard to the restriction imposed by sub-paragraph (2), even if—

(a)no notice has been given or published under sub-paragraph (3), or

(b)the period of time for making representations in pursuance of such a notice has not expired.

(9)An order revoking a recognition order may contain such transitional provision as the Secretary of State thinks necessary or expedient.

(10)A recognition order may be revoked at the request or with the consent of the recognised body and any such revocation is not subject to—

(a)the restrictions imposed by sub-paragraphs (1) and (2), or

(b)the requirements of sub-paragraphs (3) to (5) and (7).

(11)On making an order revoking a recognition order in respect of a body the Secretary of State must—

(a)give written notice of the making of the order to the body,

(b)take such steps as he considers reasonably practicable for bringing the making of the order to the attention of the members of the body, and

(c)publish a notice of the making of the order in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.

Transitional provision

4A recognition order made and not revoked under—

(a)paragraph 2(1) of Schedule 11 to the Companies Act 1989 (c. 40), or

(b)paragraph 2(1) of Schedule 11 to the Companies (Northern Ireland) Order 1990 (S.I. 1990/593 (N.I. 5)),

before the commencement of this Chapter of this Part of this Act is to have effect after the commencement of this Chapter as a recognition order made under paragraph 2(1) of this Schedule.

Orders not statutory instruments

5Orders under this Part of this Schedule shall not be made by statutory instrument.

Part 2Requirements for recognition of a supervisory body

Holding of appropriate qualification

6(1)The body must have rules to the effect that a person is not eligible for appointment as a statutory auditor unless—

(a)in the case of an individual, he holds an appropriate qualification,

(b)in the case of a firm—

(i)each individual responsible for statutory audit work on behalf of the firm is eligible for appointment as a statutory auditor, and

(ii)the firm is controlled by qualified persons (see paragraph 7 below).

(2)Sub-paragraph (1) does not prevent the body from imposing more stringent requirements.

(3)A firm which has ceased to comply with the conditions mentioned in sub-paragraph (1)(b) may be permitted to remain eligible for appointment as a statutory auditor for a period of not more than three months.

7(1)This paragraph explains what is meant in paragraph 6(1)(b) by a firm being “controlled by qualified persons”.

(2)In this paragraph references to a person being qualified are—

(a)in relation to an individual, to his holding—

(i)an appropriate qualification, or

(ii)a corresponding qualification to audit accounts under the law of a member State, or part of a member State, other than the United Kingdom;

(b)in relation to a firm, to its—

(i)being eligible for appointment as a statutory auditor, or

(ii)being eligible for a corresponding appointment as an auditor under the law of a member State, or part of a member State, other than the United Kingdom.

(3)A firm is to be treated as controlled by qualified persons if, and only if—

(a)a majority of the members of the firm are qualified persons, and

(b)where the firm’s affairs are managed by a board of directors, committee or other management body, a majority of that body are qualified persons or, if the body consists of two persons only, at least one of them is a qualified person.

(4)A majority of the members of a firm means—

(a)where under the firm’s constitution matters are decided upon by the exercise of voting rights, members holding a majority of the rights to vote on all, or substantially all, matters;

(b)in any other case, members having such rights under the constitution of the firm as enable them to direct its overall policy or alter its constitution.

(5)A majority of the members of the management body of a firm means—

(a)where matters are decided at meetings of the management body by the exercise of voting rights, members holding a majority of the rights to vote on all, or substantially all, matters at such meetings;

(b)in any other case, members having such rights under the constitution of the firm as enable them to direct its overall policy or alter its constitution.

(6)Paragraphs 5 to 11 of Schedule 7 to this Act (rights to be taken into account and attribution of rights) apply for the purposes of this paragraph.

Auditors to be fit and proper persons

8(1)The body must have adequate rules and practices designed to ensure that the persons eligible under its rules for appointment as a statutory auditor are fit and proper persons to be so appointed.

(2)The matters which the body may take into account for this purpose in relation to a person must include—

(a)any matter relating to any person who is or will be employed by or associated with him for the purposes of or in connection with statutory audit work;

(b)in the case of a body corporate, any matter relating to—

(i)any director or controller of the body,

(ii)any other body corporate in the same group, or

(iii)any director or controller of any such other body; and

(c)in the case of a partnership, any matter relating to—

(i)any of the partners,

(ii)any director or controller of any of the partners,

(iii)any body corporate in the same group as any of the partners, or

(iv)any director or controller of any such other body.

(3)Where the person is a limited liability partnership, in sub-paragraph (2)(b) “director” is to be read as “member”.

(4)In sub-paragraph (2)(b) and (c) “controller”, in relation to a body corporate, means a person who either alone or with an associate or associates is entitled to exercise or control the exercise of 15% or more of the rights to vote on all, or substantially all, matters at general meetings of the body or another body corporate of which it is a subsidiary.

Professional integrity and independence

9(1)The body must have adequate rules and practices designed to ensure that—

(a)statutory audit work is conducted properly and with integrity, and

(b)persons are not appointed as statutory auditors in circumstances in which they have an interest likely to conflict with the proper conduct of the audit.

(2)The body must participate in arrangements within paragraph 21, and the rules and practices mentioned in sub-paragraph (1) must include provision requiring compliance with any standards for the time being determined under such arrangements.

(3)The body must also have adequate rules and practices designed to ensure that no firm is eligible under its rules for appointment as a statutory auditor unless the firm has arrangements to prevent a person to whom sub-paragraph (4) applies from being able to exert any influence over the way in which a statutory audit is conducted in circumstances in which that influence would be likely to affect the independence or integrity of the audit.

(4)This sub-paragraph applies to—

(a)any individual who is not a qualified person within the meaning of paragraph 7, and

(b)any person who is not a member of the firm.

Technical standards

10(1)The body must have rules and practices as to—

(a)the technical standards to be applied in statutory audit work, and

(b)the manner in which those standards are to be applied in practice.

(2)The body must participate in arrangements within paragraph 22, and the rules and practices mentioned in sub-paragraph (1) must include provision requiring compliance with any standards for the time being determined under such arrangements.

Procedures for maintaining competence

11The body must have rules and practices designed to ensure that persons eligible under its rules for appointment as a statutory auditor continue to maintain an appropriate level of competence in the conduct of statutory audits.

Monitoring and enforcement

12(1)The body must have adequate arrangements and resources for the effective monitoring and enforcement of compliance with its rules.

(2)The arrangements for monitoring may make provision for that function to be performed on behalf of the body (and without affecting its responsibility) by any other body or person who is able and willing to perform it.

Independent monitoring of audits of listed companies and other major bodies

13(1)The body must—

(a)participate in arrangements within paragraph 23(1), and

(b)have rules designed to ensure that members of the body who perform any statutory audit functions in respect of major audits take such steps as may be reasonably required of them to enable their performance of any such functions to be monitored by means of inspections carried out under the arrangements.

(2)Any monitoring of such persons under the arrangements is to be regarded (so far as their performance of statutory audit functions in respect of major audits is concerned) as monitoring of compliance with the body’s rules for the purposes of paragraph 12(1).

(3)In this paragraph—

  • “major audit” means a statutory audit conducted in respect of—

    (a)

    a company any of whose securities have been admitted to the official list (within the meaning of Part 6 of the Financial Services and Markets Act 2000 (c. 8)), or

    (b)

    any other person in whose financial condition there is a major public interest;

  • “statutory audit function” means any function performed as a statutory auditor.

Membership, eligibility and discipline

14The rules and practices of the body relating to—

(a)the admission and expulsion of members,

(b)the grant and withdrawal of eligibility for appointment as a statutory auditor, and

(c)the discipline it exercises over its members,

must be fair and reasonable and include adequate provision for appeals.

Investigation of complaints

15(1)The body must have effective arrangements for the investigation of complaints against—

(a)persons who are eligible under its rules for appointment as a statutory auditor, and

(b)the body in respect of matters arising out of its functions as a supervisory body.

(2)The arrangements mentioned in sub-paragraph (1) may make provision for the whole or part of that function to be performed by and to be the responsibility of a body or person independent of the body itself.

Independent investigation for disciplinary purposes of public interest cases

16(1)The body must—

(a)participate in arrangements within paragraph 24(1), and

(b)have rules and practices designed to ensure that, where the designated persons have decided that any particular disciplinary action should be taken against a member of the body following the conclusion of an investigation under such arrangements, that decision is to be treated as if it were a decision made by the body in disciplinary proceedings against the member.

(2)In sub-paragraph (1) “the designated persons” means the persons who, under the arrangements, have the function of deciding whether (and if so, what) disciplinary action should be taken against a member of the body in the light of an investigation carried out under the arrangements.

Meeting of claims arising out of audit work

17(1)The body must have adequate rules or arrangements designed to ensure that persons eligible under its rules for appointment as a statutory auditor take such steps as may reasonably be expected of them to secure that they are able to meet claims against them arising out of statutory audit work.

(2)This may be achieved by professional indemnity insurance or other appropriate arrangements.

Register of auditors and other information to be made available

18The body must have rules requiring persons eligible under its rules for appointment as a statutory auditor to comply with any obligations imposed on them by—

(a)requirements under section 1224 (Secretary of State’s power to call for information);

(b)regulations under section 1239 (the register of auditors);

(c)regulations under section 1240 (information to be made available to the public).

Taking account of costs of compliance

19The body must have satisfactory arrangements for taking account, in framing its rules, of the cost to those to whom the rules would apply of complying with those rules and any other controls to which they are subject.

Promotion and maintenance of standards

20The body must be able and willing—

(a)to promote and maintain high standards of integrity in the conduct of statutory audit work, and

(b)to co-operate, by the sharing of information and otherwise, with the Secretary of State and any other authority, body or person having responsibility in the United Kingdom for the qualification, supervision or regulation of auditors.

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

Arrangements for setting standards relating to professional integrity and independence

21The arrangements referred to in paragraph 9(2) are appropriate arrangements—

(a)for the determining of standards for the purposes of the rules and practices mentioned in paragraph 9(1), and

(b)for ensuring that the determination of those standards is done independently of the body.

Arrangements for setting technical standards

22The arrangements referred to in paragraph 10(2) are appropriate arrangements—

(a)for the determining of standards for the purposes of the rules and practices mentioned in paragraph 10(1), and

(b)for ensuring that the determination of those standards is done independently of the body.

Arrangements for independent monitoring of audits of listed companies and other major bodies

23(1)The arrangements referred to in paragraph 13(1) are appropriate arrangements—

(a)for enabling the performance by members of the body of statutory audit functions in respect of major audits to be monitored by means of inspections carried out under the arrangements, and

(b)for ensuring that the carrying out of such monitoring and inspections is done independently of the body.

(2)In this paragraph “major audit” and “statutory audit function” have the same meaning as in paragraph 13.

Arrangements for independent investigation for disciplinary purposes of public interest cases

24(1)The arrangements referred to in paragraph 16(1) are appropriate arrangements—

(a)for the carrying out of investigations into public interest cases arising in connection with the performance of statutory audit functions by members of the body,

(b)for the holding of disciplinary hearings relating to members of the body which appear to be desirable following the conclusion of such investigations,

(c)for requiring such hearings to be held in public except where the interests of justice otherwise require,

(d)for the persons before whom such hearings have taken place to decide whether (and, if so, what) disciplinary action should be taken against the members to whom the hearings related, and

(e)for ensuring that the carrying out of those investigations, the holding of those hearings and the taking of those decisions are done independently of the body.

(2)In this paragraph—

  • “public interest cases” means matters which raise or appear to raise important issues affecting the public interest;

  • “statutory audit function” means any function performed as a statutory auditor.

Supplementary: arrangements to operate independently of body

25(1)This paragraph applies for the purposes of—

(a)paragraph 21(b),

(b)paragraph 22(b),

(c)paragraph 23(1)(b), or

(d)paragraph 24(1)(e).

(2)Arrangements are not to be regarded as appropriate for the purpose of ensuring that a thing is done independently of the body unless they are designed to ensure that the body—

(a)will have no involvement in the appointment or selection of any of the persons who are to be responsible for doing that thing, and

(b)will not otherwise be involved in the doing of that thing.

(3)Sub-paragraph (2) imposes a minimum requirement and does not preclude the possibility that additional criteria may need to be satisfied in order for the arrangements to be regarded as appropriate for the purpose in question.

Supplementary: funding of arrangements

26The body must pay any of the costs of maintaining any arrangements within paragraph 21, 22, 23 or 24 which the arrangements provide are to be paid by it.

Supplementary: scope of arrangement

27Arrangements may qualify as arrangements within any of paragraphs 21, 22, 23 and 24 even though the matters for which they provide are more extensive in any respect than those mentioned in the applicable paragraph.

Section 1220

SCHEDULE 11Recognised professional qualifications

Part 1Grant and revocation of recognition of a professional qualification

Application for recognition of professional qualification

1(1)A qualifying body may apply to the Secretary of State for an order declaring a qualification offered by it to be a recognised professional qualification for the purposes of this Part of this Act (“a recognition order”).

(2)In this Part of this Act “a recognised qualifying body” means a qualifying body offering a recognised professional qualification.

(3)Any application must be—

(a)made in such manner as the Secretary of State may direct, and

(b)accompanied by such information as the Secretary of State may reasonably require for the purpose of determining the application.

(4)At any time after receiving an application and before determining it the Secretary of State may require the applicant to furnish additional information.

(5)The directions and requirements given or imposed under sub-paragraphs (3) and (4) may differ as between different applications.

(6)The Secretary of State may require any information to be furnished under this paragraph to be in such form or verified in such manner as he may specify.

(7)In the case of examination standards, the verification required may include independent moderation of the examinations over such a period as the Secretary of State considers necessary.

(8)Every application must be accompanied by—

(a)a copy of the applicant’s rules, and

(b)a copy of any guidance issued by the applicant in writing.

(9)The reference in sub-paragraph (8)(b) to guidance issued by the applicant is a reference to any guidance or recommendation—

(a)issued or made by it to all or any class of persons holding or seeking to hold a qualification, or approved or seeking to be approved by the body for the purposes of giving practical training,

(b)relevant for the purposes of this Part of this Act, and

(c)intended to have continuing effect,

including any guidance or recommendation relating to a matter within sub-paragraph (10).

(10)The matters within this sub-paragraph are—

(a)admission to or expulsion from a course of study leading to a qualification,

(b)the award or deprivation of a qualification, and

(c)the approval of a person for the purposes of giving practical training or the withdrawal of such an approval,

so far as relevant for the purposes of this Part of this Act.

Grant and refusal of recognition

2(1)The Secretary of State may, on an application duly made in accordance with paragraph 1 and after being furnished with all such information as he may require under that paragraph, make or refuse to make a recognition order in respect of the qualification in relation to which the application was made.

(2)The Secretary of State may make a recognition order only if it appears to him, from the information furnished by the applicant and having regard to any other information in his possession, that the requirements of Part 2 of this Schedule are satisfied in relation to the qualification.

(3)Where the Secretary of State refuses an application for a recognition order he must give the applicant a written notice to that effect specifying which requirements, in his opinion, are not satisfied.

(4)A recognition order must state the date on which it takes effect.

Revocation of recognition

3(1)A recognition order may be revoked by a further order made by the Secretary of State if at any time it appears to him—

(a)that any requirement of Part 2 of this Schedule is not satisfied in relation to the qualification to which the recognition order relates, or

(b)that the qualifying body has failed to comply with any obligation imposed on it by or by virtue of this Part of this Act.

(2)An order revoking a recognition order must state the date on which it takes effect, which must be after the period of three months beginning with the date on which the revocation order is made.

(3)Before revoking a recognition order the Secretary of State must—

(a)give written notice of his intention to do so to the qualifying body,

(b)take such steps as he considers reasonably practicable for bringing the notice to the attention of persons holding the qualification or in the course of studying for it, and

(c)publish the notice in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.

(4)A notice under sub-paragraph (3) must—

(a)state the reasons for which the Secretary of State proposes to act, and

(b)give particulars of the rights conferred by sub-paragraph (5).

(5)A person within sub-paragraph (6) may, within the period of three months beginning with the date of service or publication or such longer period as the Secretary of State may allow, make written representations to the Secretary of State and, if desired, oral representations to a person appointed for that purpose by the Secretary of State.

(6)The persons within this sub-paragraph are—

(a)the qualifying body on which a notice is served under sub-paragraph (3),

(b)any person holding the qualification or in the course of studying for it, and

(c)any other person who appears to the Secretary of State to be affected.

(7)The Secretary of State must have regard to any representations made in accordance with sub-paragraph (5) in determining whether to revoke the recognition order.

(8)If in any case the Secretary of State considers it essential to do so in the public interest he may revoke a recognition order without regard to the restriction imposed by sub-paragraph (2), even if—

(a)no notice has been given or published under sub-paragraph (3), or

(b)the period of time for making representations in pursuance of such a notice has not expired.

(9)An order revoking a recognition order may contain such transitional provision as the Secretary of State thinks necessary or expedient.

(10)A recognition order may be revoked at the request or with the consent of the qualifying body and any such revocation is not subject to—

(a)the restrictions imposed by sub-paragraphs (1) and (2), or

(b)the requirements of sub-paragraphs (3) to (5) and (7).

(11)On making an order revoking a recognition order the Secretary of State must—

(a)give written notice of the making of the order to the qualifying body,

(b)take such steps as he considers reasonably practicable for bringing the making of the order to the attention of persons holding the qualification or in the course of studying for it, and

(c)publish a notice of the making of the order in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.

Transitional provision

4A recognition order made and not revoked under—

(a)paragraph 2(1) of Schedule 12 to the Companies Act 1989 (c. 40), or

(b)paragraph 2(1) of Schedule 12 to the Companies (Northern Ireland) Order 1990 (S.I. 1990/593 (N.I. 5)),

before the commencement of this Chapter of this Part of this Act is to have effect after the commencement of this Chapter as a recognition order made under paragraph 2(1) of this Schedule.

Orders not statutory instruments

5Orders under this Part of this Schedule shall not be made by statutory instrument.

Part 2Requirements for recognition of a professional qualification

Entry requirements

6(1)The qualification must only be open to persons who—

(a)have attained university entrance level, or

(b)have a sufficient period of professional experience.

(2)In relation to a person who has not been admitted to a university or other similar establishment in the United Kingdom, “attaining university entrance level” means—

(a)being educated to such a standard as would entitle him to be considered for such admission on the basis of—

(i)academic or professional qualifications obtained in the United Kingdom and recognised by the Secretary of State to be of an appropriate standard, or

(ii)academic or professional qualifications obtained outside the United Kingdom which the Secretary of State considers to be of an equivalent standard, or

(b)being assessed, on the basis of written tests of a kind appearing to the Secretary of State to be adequate for the purpose (with or without oral examination), as of such a standard of ability as would entitle him to be considered for such admission.

(3)The assessment, tests and oral examination referred to in sub-paragraph (2)(b) may be conducted by—

(a)the qualifying body, or

(b)some other body approved by the Secretary of State.

(4)The reference in sub-paragraph (1)(b) to “a sufficient period of professional experience” is to not less than seven years' experience in a professional capacity in the fields of finance, law and accountancy.

Requirement for theoretical instruction or professional experience

7(1)The qualification must be restricted to persons who—

(a)have completed a course of theoretical instruction in the subjects prescribed for the purposes of paragraph 8, or

(b)have a sufficient period of professional experience.

(2)The reference in sub-paragraph (1)(b) to “a sufficient period of professional experience” is to not less than seven years' experience in a professional capacity in the fields of finance, law and accountancy.

Examination

8(1)The qualification must be restricted to persons who have passed an examination (at least part of which is in writing) testing—

(a)theoretical knowledge of the subjects prescribed for the purposes of this paragraph by regulations made by the Secretary of State, and

(b)ability to apply that knowledge in practice,

and requiring a standard of attainment at least equivalent to that required to obtain a degree from a university or similar establishment in the United Kingdom.

(2)The qualification may be awarded to a person without his theoretical knowledge of a subject being tested by examination if he has passed a university or other examination of equivalent standard in that subject or holds a university degree or equivalent qualification in it.

(3)The qualification may be awarded to a person without his ability to apply his theoretical knowledge of a subject in practice being tested by examination if he has received practical training in that subject which is attested by an examination or diploma recognised by the Secretary of State for the purposes of this paragraph.

(4)Regulations under this paragraph are subject to negative resolution procedure.

Practical training

9(1)The qualification must be restricted to persons who have completed at least three years' practical training of which—

(a)part was spent being trained in statutory audit work, and

(b)a substantial part was spent being trained in statutory audit work or other audit work of a description approved by the Secretary of State as being similar to statutory audit work.

(2)For the purpose of sub-paragraph (1) “statutory audit work” includes the work of a person appointed as the auditor of a person under the law of a country or territory outside the United Kingdom where it appears to the Secretary of State that the law and practice with respect to the audit of accounts is similar to that in the United Kingdom.

(3)The training must be given by persons approved by the body offering the qualification as persons whom the body is satisfied, in the light of undertakings given by them and the supervision to which they are subject (whether by the body itself or some other body or organisation), will provide adequate training.

(4)At least two-thirds of the training must be given by a person—

(a)eligible for appointment as a statutory auditor, or

(b)eligible for a corresponding appointment as an auditor under the law of a member State, or part of a member State, other than the United Kingdom.

Supplementary provision with respect to a sufficient period of professional experience

10(1)Periods of theoretical instruction in the fields of finance, law and accountancy may be deducted from the required period of professional experience, provided the instruction—

(a)lasted at least one year, and

(b)is attested by an examination recognised by the Secretary of State for the purposes of this paragraph;

but the period of professional experience may not be so reduced by more than four years.

(2)The period of professional experience together with the practical training required in the case of persons satisfying the requirement in paragraph 7 by virtue of having a sufficient period of professional experience must not be shorter than the course of theoretical instruction referred to in that paragraph and the practical training required in the case of persons satisfying the requirement of that paragraph by virtue of having completed such a course.

The body offering the qualification

11(1)The body offering the qualification must have—

(a)rules and arrangements adequate to ensure compliance with the requirements of paragraphs 6 to 10, and

(b)adequate arrangements for the effective monitoring of its continued compliance with those requirements.

(2)The arrangements must include arrangements for monitoring—

(a)the standard of the body’s examinations, and

(b)the adequacy of the practical training given by the persons approved by it for that purpose.

Section 1242

SCHEDULE 12Arrangements in which registered third country auditors are required to participate

Arrangements for independent monitoring of audits of traded non-Community companies

1(1)The arrangements referred to in section 1242(1)(a) are appropriate arrangements—

(a)for enabling the performance by the registered third country auditor of third country audit functions to be monitored by means of inspections carried out under the arrangements, and

(b)for ensuring that the carrying out of such monitoring and inspections is done independently of the registered third country auditor.

(2)In this paragraph “third country audit function” means any function performed as a third country auditor.

Arrangements for independent investigations for disciplinary purposes

2(1)The arrangements referred to in section 1242(1)(b) are appropriate arrangements—

(a)for the carrying out of investigations into matters arising in connection with the performance of third country audit functions by the registered third country auditor,

(b)for the holding of disciplinary hearings relating to the registered third country auditor which appear to be desirable following the conclusion of such investigations,

(c)for requiring such hearings to be held in public except where the interests of justice otherwise require,

(d)for the persons before whom such hearings have taken place to decide whether (and, if so, what) disciplinary action should be taken against the registered third country auditor, and

(e)for ensuring that the carrying out of those investigations, the holding of those hearings and the taking of those decisions are done independently of the registered third country auditor.

(2)In this paragraph—

  • “disciplinary action” includes the imposition of a fine; and

  • “third country audit function” means any function performed as a third country auditor.

Supplementary: arrangements to operate independently of third country auditor

3(1)This paragraph applies for the purposes of—

(a)paragraph 1(1)(b), or

(b)paragraph 2(1)(e).

(2)Arrangements are not to be regarded as appropriate for the purpose of ensuring that a thing is done independently of the registered third country auditor unless they are designed to ensure that the registered third country auditor—

(a)will have no involvement in the appointment or selection of any of the persons who are to be responsible for doing that thing, and

(b)will not otherwise be involved in the doing of that thing.

(3)Sub-paragraph (2) imposes a minimum requirement and does not preclude the possibility that additional criteria may need to be satisfied in order for the arrangements to be regarded as appropriate for the purpose in question.

Supplementary: funding of arrangements

4(1)The registered third country auditor must pay any of the costs of maintaining any relevant arrangements which the arrangements provide are to be paid by it.

(2)For this purpose “relevant arrangements” are arrangements within paragraph 1 or 2 in which the registered third country auditor is obliged to participate.

Supplementary: scope of arrangements

5Arrangements may qualify as arrangements within either of paragraphs 1 and 2 even though the matters for which they provide are more extensive in any respect than those mentioned in the applicable paragraph.

Specification of particular arrangements by the Secretary of State

6(1)If there exist two or more sets of arrangements within paragraph 1 or within paragraph 2, the obligation of a registered third country auditor under section 1242(1)(a) or (b), as the case may be, is to participate in such set of arrangements as the Secretary of State may by order specify.

(2)An order under sub-paragraph (1) is subject to negative resolution procedure.

Section 1252

SCHEDULE 13Supplementary provisions with respect to delegation order

Operation of this Schedule

1(1)This Schedule has effect in relation to a body designated by a delegation order under section 1252 as follows—

(a)paragraphs 2 to 12 have effect in relation to the body where it is established by the order;

(b)paragraphs 2 and 6 to 11 have effect in relation to the body where it is an existing body;

(c)paragraph 13 has effect in relation to the body where it is an existing body that is an unincorporated association.

(2)In their operation in accordance with sub-paragraph (1)(b), paragraphs 2 and 6 apply only in relation to—

(a)things done by or in relation to the body in or in connection with the exercise of functions transferred to it by the delegation order, and

(b)functions of the body which are functions so transferred.

(3)Any power conferred by this Schedule to make provision by order is a power to make provision by an order under section 1252.

Status

2The body is not to be regarded as acting on behalf of the Crown and its members, officers and employees are not to be regarded as Crown servants.

Name, members and chairman

3(1)The body is to be known by such name as may be specified in the delegation order.

(2)The body is to consist of such persons (not being less than eight) as the Secretary of State may appoint after such consultation as he thinks appropriate.

(3)The chairman of the body is to be such person as the Secretary of State may appoint from among its members.

(4)The Secretary of State may make provision by order as to—

(a)the terms on which the members of the body are to hold and vacate office;

(b)the terms on which a person appointed as chairman is to hold and vacate the office of chairman.

Financial provisions

4(1)The body must pay to its chairman and members such remuneration, and such allowances in respect of expenses properly incurred by them in the performance of their duties, as the Secretary of State may determine.

(2)As regards any chairman or member in whose case the Secretary of State so determines, the body must pay or make provision for the payment of—

(a)such pension, allowance or gratuity to or in respect of that person on his retirement or death, or

(b)such contributions or other payment towards the provision of such a pension, allowance or gratuity,

as the Secretary of State may determine.

(3)Where—

(a)a person ceases to be a member of the body otherwise than on the expiry of his term of office, and

(b)it appears to the Secretary of State that there are special circumstances which make it right for that person to receive compensation,

the body must make a payment to him by way of compensation of such amount as the Secretary of State may determine.

Proceedings

5(1)The delegation order may contain such provision as the Secretary of State considers appropriate with respect to the proceedings of the body.

(2)The delegation order may, in particular—

(a)authorise the body to discharge any functions by means of committees consisting wholly or partly of members of the body;

(b)provide that the validity of proceedings of the body, or of any such committee, is not affected by any vacancy among the members or any defect in the appointment of any member.

Fees

6(1)The body may retain fees payable to it.

(2)The fees must be applied for—

(a)meeting the expenses of the body in discharging its functions, and

(b)any purposes incidental to those functions.

(3)Those expenses include any expenses incurred by the body on such staff, accommodation, services and other facilities as appear to it to be necessary or expedient for the proper performance of its functions.

(4)In prescribing the amount of fees in the exercise of the functions transferred to it the body must prescribe such fees as appear to it sufficient to defray those expenses, taking one year with another.

(5)Any exercise by the body of the power to prescribe fees requires the approval of the Secretary of State.

(6)The Secretary of State may, after consultation with the body, by order vary or revoke any regulations prescribing fees made by the body.

Legislative functions

7(1)Regulations or an order made by the body in the exercise of the functions transferred to it must be made by instrument in writing, but not by statutory instrument.

(2)The instrument must specify the provision of this Part of this Act under which it is made.

(3)The Secretary of State may by order impose such requirements as he thinks necessary or expedient as to the circumstances and manner in which the body must consult on any regulations or order it proposes to make.

(4)Nothing in this Part applies to make regulations or an order made by the body subject to negative resolution procedure or affirmative resolution procedure.

8(1)Immediately after an instrument is made it must be printed and made available to the public with or without payment.

(2)A person is not to be taken to have contravened any regulation or order if he shows that at the time of the alleged contravention the instrument containing the regulation or order had not been made available as required by this paragraph.

9(1)The production of a printed copy of an instrument purporting to be made by the body on which is endorsed a certificate signed by an officer of the body authorised by it for the purpose and stating—

(a)that the instrument was made by the body,

(b)that the copy is a true copy of the instrument, and

(c)that on a specified date the instrument was made available to the public as required by paragraph 8,

is evidence (or, in Scotland, sufficient evidence) of the facts stated in the certificate.

(2)A certificate purporting to be signed as mentioned in sub-paragraph (1) is to be deemed to have been duly signed unless the contrary is shown.

(3)Any person wishing in any legal proceedings to cite an instrument made by the body may require the body to cause a copy of it to be endorsed with such a certificate as is mentioned in this paragraph.

Report and accounts

10(1)The body must, at least once in each calendar year for which the delegation order is in force, make a report to the Secretary of State on—

(a)the discharge of the functions transferred to it, and

(b)such other matters as the Secretary of State may by order require.

(2)The delegation order may modify sub-paragraph (1) as it has effect in relation to the calendar year in which the order comes into force or is revoked.

(3)The Secretary of State must lay before Parliament copies of each report received by him under this paragraph.

(4)The following provisions of this paragraph apply as follows—

(a)sub-paragraphs (5) and (6) apply only where the body is established by the order, and

(b)sub-paragraphs (7) and (8) apply only where the body is an existing body.

(5)The Secretary of State may, with the consent of the Treasury, give directions to the body with respect to its accounts and the audit of its accounts.

(6)A person may only be appointed as auditor of the body if he is eligible for appointment as a statutory auditor.

(7)Unless the body is a company to which section 394 (duty to prepare individual company accounts) applies, the Secretary of State may, with the consent of the Treasury, give directions to the body with respect to its accounts and the audit of its accounts.

(8)Whether or not the body is a company to which section 394 applies, the Secretary of State may direct that any provisions of this Act specified in the directions are to apply to the body, with or without any modifications so specified.

Other supplementary provisions

11(1)The transfer of a function to a body designated by a delegation order does not affect anything previously done in the exercise of the function transferred; and the resumption of a function so transferred does not affect anything previously done in exercise of the function resumed.

(2)The Secretary of State may by order make such transitional and other supplementary provision as he thinks necessary or expedient in relation to the transfer or resumption of a function.

(3)The provision that may be made in connection with the transfer of a function includes, in particular, provision—

(a)for modifying or excluding any provision of this Part of this Act in its application to the function transferred;

(b)for applying to the body designated by the delegation order, in connection with the function transferred, any provision applying to the Secretary of State which is contained in or made under any other enactment;

(c)for the transfer of any property, rights or liabilities from the Secretary of State to that body;

(d)for the carrying on and completion by that body of anything in the process of being done by the Secretary of State when the order takes effect;

(e)for the substitution of that body for the Secretary of State in any instrument, contract or legal proceedings.

(4)The provision that may be made in connection with the resumption of a function includes, in particular, provision—

(a)for the transfer of any property, rights or liabilities from that body to the Secretary of State;

(b)for the carrying on and completion by the Secretary of State of anything in the process of being done by that body when the order takes effect;

(c)for the substitution of the Secretary of State for that body in any instrument, contract or legal proceedings.

12Where a delegation order is revoked, the Secretary of State may by order make provision—

(a)for the payment of compensation to persons ceasing to be employed by the body established by the delegation order;

(b)as to the winding up and dissolution of the body.

13(1)This paragraph applies where the body is an unincorporated association.

(2)Any relevant proceedings may be brought by or against the body in the name of any body corporate whose constitution provides for the establishment of the body.

(3)In sub-paragraph (2) “relevant proceedings” means proceedings brought in or in connection with the exercise of any transferred function.

(4)In relation to proceedings brought as mentioned in sub-paragraph (2), any reference in paragraph 11(3)(e) or (4)(c) to the body replacing or being replaced by the Secretary of State in any legal proceedings is to be read with the appropriate modifications.

Section 1264

SCHEDULE 14Statutory auditors: consequential amendments

Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)

1(1)Section 16 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (grants to bodies concerned with accounting standards etc) is amended as follows.

(2)In subsection (2)—

(a)in paragraph (f) for “paragraph 17” to the end substitute “paragraph 21, 22, 23(1) or 24(1) of Schedule 10 to the Companies Act 2006;”,

(b)in paragraph (g) for “Part 2 of that Act” substitute “Part 42 of that Act”.

(3)In subsection (5), in the definition of “professional accountancy body”—

(a)in paragraph (a) for “Part 2 of the Companies Act 1989 (c. 40)” substitute “Part 42 of the Companies Act 2006”, and

(b)in paragraph (b) for “section 32” substitute “section 1220”.

Section 1272

SCHEDULE 15Transparency obligations and related matters: minor and consequential amendments

Part 1Amendments of the Financial Services and Markets Act 2000

1Part 6 of the Financial Services and Markets Act 2000 (listing and other matters) is amended as follows.

2In section 73 (general duty of competent authority), after subsection (1) insert—

(1A)To the extent that those general functions are functions under or relating to transparency rules, subsection (1)(c) and (f) have effect as if the references to a regulated market were references to a market.

3In section 73A (Part 6 Rules), after subsection (5) insert—

(6)Transparency rules and corporate governance rules are not listing rules, disclosure rules or prospectus rules, but are Part 6 rules.

4For the cross-heading before section 90 substitute “Compensation for false or misleading statements etc”.

5For the heading to section 90 substitute “Compensation for statements in listing particulars or prospectus”.

6(1)Section 91 (penalties for breach of Part 6 rules) is amended as follows.

(2)For subsection (1) substitute—

(1)If the competent authority considers that—

(a)an issuer of listed securities, or

(b)an applicant for listing,

has contravened any provision of listing rules, it may impose on him a penalty of such amount as it considers appropriate.

(1ZA)If the competent authority considers that—

(a)an issuer who has requested or approved the admission of a financial instrument to trading on a regulated market,

(b)a person discharging managerial responsibilities within such an issuer, or

(c)a person connected with such a person discharging managerial responsibilities,

has contravened any provision of disclosure rules, it may impose on him a penalty of such amount as it considers appropriate..

(3)After subsection (1A) insert—

(1B)If the competent authority considers—

(a)that a person has contravened—

(i)a provision of transparency rules or a provision otherwise made in accordance with the transparency obligations directive, or

(ii)a provision of corporate governance rules, or

(b)that a person on whom a requirement has been imposed under section 89L (power to suspend or prohibit trading of securities in case of infringement of applicable transparency obligation), has contravened that requirement,

it may impose on the person a penalty of such amount as it considers appropriate..

(4)In subsection (2) for “(1)(a), (1)(b)(i) or (1A)” substitute “(1), (1ZA)(a), (1A) or (1B)”.

7In section 96B (persons discharging managerial responsibilities and connected persons)—

(a)for the heading substitute “Disclosure rules: persons responsible for compliance”;

(b)in subsection (1) for “For the purposes of this Part” substitute “for the purposes of the provisions of this Part relating to disclosure rules”.

8In section 97(1) (appointment by the competent authority of persons to carry out investigations), for paragraphs (a) and (b) substitute—

(a)there may have been a contravention of—

(i)a provision of this Part or of Part 6 rules, or

(ii)a provision otherwise made in accordance with the prospectus directive or the transparency obligations directive;

(b)a person who was at the material time a director of a person mentioned in section 91(1), (1ZA)(a), (1A) or (1B) has been knowingly concerned in a contravention by that person of—

(i)a provision of this Part or of Part 6 rules, or

(ii)a provision otherwise made in accordance with the prospectus directive or the transparency obligations directive;.

9In section 99 (fees) after subsection (1B) insert—

(1C)Transparency rules may require the payment of fees to the competent authority in respect of the continued admission of financial instruments to trading on a regulated market..

10(1)Section 102A (meaning of “securities” etc) is amended as follows.

(2)After subsection (3) insert—

(3A)“Debt securities” has the meaning given in Article 2.1(b) of the transparency obligations directive..

(3)In subsection (3) (meaning of “transferable securities”) for “the investment services directive” substitute “Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments”.

(4)In subsection (6) (meaning of “issuer”), after paragraph (a) insert—

(aa)in relation to transparency rules, means a legal person whose securities are admitted to trading on a regulated market or whose voting shares are admitted to trading on a UK market other than a regulated market, and in the case of depository receipts representing securities, the issuer is the issuer of the securities represented;.

11(1)Section 103(1) (interpretation of Part 6) is amended as follows.

(2)In the definition of “regulated market” for “Article 1.13 of the investment services directive” substitute “Article 4.1(14) of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments”.

(3)At the appropriate place insert—

“transparency rules” has the meaning given by section 89A(5);

“voteholder information” has the meaning given by section 89B(3);.

12In section 429(2) (Parliamentary control of statutory instruments: affirmative procedure) of the Financial Services and Markets Act 2000 (c. 8) after “section” insert “90B or”.

Part 2Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004

13Chapter 2 of Part 1 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (accounts and reports) is amended as follows.

14(1)Section 14 (supervision of periodic accounts and reports of issuers of listed securities) is amended as follows.

(2)In subsection (2)(a)—

(a)for “listed” substitute “transferable”;

(b)for “listing” substitute “Part 6”.

(3)In subsection (3)(a)—

(a)for “listed” substitute “transferable”;

(b)for “listing” substitute “Part 6”.

(4)In subsection (7)(b) for “listed” substitute “transferable”.

(5)In subsection (12)—

(a)for ““listed securities” and “listing rules” have” substitute ““Part 6 rules” has”;

(b)for the definition of “issuer” substitute—

“issuer” has the meaning given by section 102A(6) of that Act;;

(c)in the definition of “periodic” for “listing” substitute “Part 6”;

(d)at the end add—

“transferable securities” has the meaning given by section 102A(3) of that Act..

15(1)Section 15 (application of certain company law provisions to bodies appointed under section 14) is amended as follows.

(2)In subsection (5)(a)—

(a)for “listed” substitute “transferable”;

(b)for “listing” substitute “Part 6”.

(3)In subsection (5B)(a)—

(a)for “listed” substitute “transferable”;

(b)for “listing” substitute “Part 6”.

(4)In subsection (6)(b) for ““listing rules” and “security”” substitute ““Part 6 rules” and “transferable securities””.

Section 1295

SCHEDULE 16Repeals

Company law repeals (Great Britain)

Short title and chapterExtent of repeal
Companies Act 1985 (c. 6)

Sections 1 to 430F.

In section 437—

(a)

in subsection (1), the second sentence, and

(b)

subsections (1B) and (1C).

Section 438.

In section 439—

(a)

in subsection (2), “, or is ordered to pay the whole or any part of the costs of proceedings brought under section 438”,

(b)

subsections (3) and (7), and

(c)

in subsection (8), “; and any such liability imposed by subsection (2) is (subject as mentioned above) a liability also to indemnify all persons against liability under subsection (3)”.

Section 442(2).

Section 446.

In section 448(7), the words “and liable to a fine.” to the end.

Section 449(7).

Section 450(4).

Section 451(3).

In section 453(1A)—

(a)

paragraph (b), and

(b)

paragraph (d) and the word “and” preceding it.

Section 453A(6).

Sections 458 to 461.

Sections 651 to 746.

Schedules 1 to 15B.

Schedules 20 to 25.

Insolvency Act 1985 (c. 65)Schedule 6.
Insolvency Act 1986 (c. 45)

In Schedule 13, in Part 1, the entries relating to the following provisions of the Companies Act 1985—

(a)

section 13(4),

(b)

section 44(7),

(c)

section 103(7),

(d)

section 131(7),

(e)

section 140(2),

(f)

section 156(3),

(g)

section 173(4),

(h)

section 196,

(i)

section 380(4),

(j)

section 461(6),

(k)

section 462(5),

(l)

section 463(2),

(m)

section 463(3),

(n)

section 464(6),

(o)

section 657(2),

(p)

section 658(1), and

(q)

section 711(2).

Building Societies Act 1986 (c. 53)Section 102C(5).
Finance Act 1988 (c. 39)

In section 117(3), from the beginning to “that section”;”.

In section 117(4), the words “and (3)”.

Water Act 1989 (c. 15)In Schedule 25, paragraph 71(3).
Companies Act 1989 (c. 40)

Sections 1 to 22.

Section 56(5).

Sections 57 and 58.

Section 64(2).

Section 66(3).

Section 71.

Sections 92 to 110.

Sections 113 to 138.

Section 139(1) to (3).

Sections 141 to 143.

Section 144(1) to (3) and (6).

Section 207.

Schedules 1 to 9.

In Schedule 10, paragraphs 1 to 24.

Schedules 15 to 17.

In Schedule 18, paragraphs 32 to 38.

In Schedule 19, paragraphs 1 to 9 and 11 to 21.

Age of Legal Capacity (Scotland) Act 1991 (c. 50)In Schedule 1, paragraph 39.
Water Consolidation (Consequential Provisions) Act 1991 (c. 60)In Schedule 1, paragraph 40(2).
Charities Act 1992 (c. 41)In Schedule 6, paragraph 11.
Charities Act 1993 (c. 10)In Schedule 6, paragraph 20.
Criminal Justice Act 1993 (c. 36)In Schedule 5, paragraph 4.
Welsh Language Act 1993 (c. 38)Section 30.
Pension Schemes Act 1993 (c. 48)In Schedule 8, paragraph 16.
Trade Marks Act 1994 (c. 26)In Schedule 4, in paragraph 1(2), the reference to the Companies Act 1985.
Deregulation and Contracting Out Act 1994 (c. 40)

Section 13(1).

Schedule 5.

In Schedule 16, paragraphs 8 to 10.

Requirements of Writing (Scotland) Act 1995 (c. 7)In Schedule 4, paragraphs 51 to 56.
Criminal Procedure (Consequential Provisions) (Scotland) Act 1995 (c. 40)In Schedule 4, paragraph 56(3) and (4).
Disability Discrimination Act 1995 (c. 50)In Schedule 6, paragraph 4.
Financial Services and Markets Act 2000 (c. 8)

Section 143.

Section 263.

Limited Liability Partnerships Act 2000 (c. 12)In the Schedule, paragraph 1.
Political Parties, Elections and Referendums Act 2000 (c. 41)

Sections 139 and 140.

Schedule 19.

In Schedule 23, paragraphs 12 and 13.

Criminal Justice and Police Act 2001 (c. 16)

Section 45.

In Schedule 2, paragraph 17.

Enterprise Act 2002 (c. 40)In Schedule 17, paragraphs 3 to 8.
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)

Sections 7 to 10.

Section 11(1).

Sections 12 and 13.

Sections 19 and 20.

Schedule 1.

In Schedule 2, paragraphs 5 to 10, 22 to 24 and 26.

In Schedule 6, paragraphs 1 to 9.

Civil Partnership Act 2004 (c. 33)In Schedule 27, paragraphs 99 to 105.
Constitutional Reform Act 2005 (c. 4)In Schedule 11, in paragraph 4(3), the reference to the Companies Act 1985.

Repeals and revocations relating to Northern Ireland

Short title and chapterExtent of repeal or revocation
Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6))The whole Order.
Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 (S.I. 1986/1035 (N.I. 9))The whole Order.
Business Names (Northern Ireland) Order 1986 (S.I. 1986/1033 (N.I. 7))The whole Order.
Industrial Relations (Northern Ireland) Order 1987 (S.I. 1987/936 N.I. 9))Article 3.
Finance Act 1988 (c. 39)In section 117(3), the words from “and for” to the end.
Companies (Northern Ireland) Order 1989 (S.I. 1989/2404 (N.I. 18))The whole Order.
Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19))

In Schedule 7, in the entry relating to Article 166(4), the word “office”.

In Schedule 9, Part I.

European Economic Interest Groupings Regulations (Northern Ireland) 1989 (S.R. 1989/216)The whole Regulations.
Companies (Northern Ireland) Order 1990 (S.I. 1990/593 (N.I. 5))The whole Order.
Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10))

Parts II to IV.

Part VI.

Schedules 1 to 6.

Criminal Justice Act 1993 (c. 36)

In Schedule 5, Part 2.

Schedule 6.

Financial Provisions (Northern Ireland) Order 1993 (S.I. 1993/1252 (N.I. 5))Article 15.
Deregulation and Contracting Out Act 1994 (c. 40)

Section 13(2).

Schedule 6.

Pensions (Northern Ireland) Order 1995 (S.I. 1995/3213 (N.I. 22))In Schedule 3, paragraph 7.
Deregulation and Contracting Out (Northern Ireland) Order 1996 (S.I. 1996/1632 (N.I. 11))

Article 11.

Schedule 2.

In Schedule 5, paragraph 4.

Youth Justice and Criminal Evidence Act 1999 (c. 23)In Schedule 4, paragraph 18.
Limited Liability Partnerships Act (Northern Ireland) 2002 (c. 12 (N.I.))The whole Act.
Open-Ended Investment Companies Act (Northern Ireland) 2002 (c. 13)The whole Act.
Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4))In Schedule 3, paragraphs 3 to 5.
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)

Section 11(2).

In Schedule 2, paragraphs 11 to 15.

Law Reform (Miscellaneous Provisions) (Northern Ireland) Order 2005 (S.I. 2005/1452 (N.I. 7))Article 4(2).
Companies (Audit, Investigations and Community Enterprise) (Northern Ireland) Order 2005 (S.I. 2005/1967 (N.I. 17))The whole Order.

Other repeals

Short title and chapterExtent of repeal or revocation
Limited Partnerships Act 1907 (c. 24)

In section 16(1)—

(a)

the words “, and there shall be paid for such inspection such fees as may be appointed by the Board of Trade, not exceeding 5p for each inspection”, and

(b)

the words from “and there shall be paid for such certificate” to the end.

In section 17—

(a)

the words “(but as to fees with the concurrence of the Treasury)”, and

(b)

paragraph (a).

Business Names Act 1985 (c. 7)The whole Act.
Companies Act 1989 (c. 40)

Sections 24 to 54.

Schedules 11 to 13.

Criminal Procedure (Consequential Provisions) (Scotland) Act 1995 (c. 40)In Schedule 4, paragraph 74(2).
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)

Sections 1 to 6.

In Schedule 2, Part 1.

Civil Partnership Act 2004 (c. 33)In Schedule 27, paragraph 128.

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