Please note:
All reference to 'Parts' and 'sections' are from the Companies Act 2006. For more information about understanding Explanatory Notes Rhagor o Adnoddau.
Territorial Extent and Devolution
Chapter 2: Articles of Association
Section 19: Power of Secretary of State to prescribe model articles
Section 23: Notice to registrar of existence of restriction on amendment of articles
Section 24: Statement of compliance where amendment of articles restricted
Section 25: Effect of alteration of articles on company’s members
Section 27: Registrar’s notice to comply in case of failure with respect to amended articles
Section 28: Existing companies: provisions of memorandum treated as provisions of articles
Chapter 3: Resolutions and Agreements Affecting a Company’s Constitution
Chapter 4: Miscellaneous and Supplementary Provisions
Section 32: Constitutional documents to be provided to members
Section 34: Notice to registrar where company’s constitution altered by enactment
Section 35: Notice to registrar where company’s constitution altered by order
Section 36: Documents to be incorporated in or accompany copies of articles issued by company
Section 37: Right to participate in profits otherwise than as member void
Section 38: Application to single member companies of enactments and rules of law
Chapter 2: Indications of Company Type Or Legal Form
Sections 60 to 62: Exemption from requirement as to use of “limited”
Section 63: Exempt company: restriction on alteration of articles
Section 64: Power to direct change of name in case of company ceasing to be entitled to exemption
Section 65: Inappropriate use of indications of company type or legal form
Part 7: Re-Registration as a Means of Altering a Company’s Status
Chapter 4: Prohibition on Subsidiary Being Member of Its Holding Company
Chapter 1: Appointment and Removal of Directors
Section 155: Companies required to have at least one director who is a natural person
Section 156: Direction requiring company to make appointment
Section 158: Power to provide for exceptions from minimum age requirement
Section 160: Appointment of directors of public company to be voted on individually.
Section 163: Particulars of directors to be registered: individuals
Section 164: Particulars of directors to be registered: corporate directors and firms
Section 166: Particulars of directors to be registered: power to make regulations
Commentary on Individual Duties
Section 174: Duty to exercise reasonable care, skill and diligence
Section 177: Duty to declare interest in proposed transaction or arrangement
Section 181: Modification of provisions in relation to charitable companies
Chapter 3: Declaration of Interest in Existing Transaction Or Arrangement
Section 182: Declaration of interest in existing transaction or arrangement
Sections 197 to 214: Loans, quasi-loans and credit transactions
Chapter 8: Directors’ Residential Addresses: Protection from Disclosure
Chapter 1: Derivative Claims in England and Wales Or Northern Ireland
Section 272: Direction requiring public company to appoint secretary
Section 273: Qualifications of secretaries of public companies
Section 274: Discharge of functions where office vacant or secretary unable to act
Section 277: Particulars of secretaries to be registered: individuals
Section 278: Particulars of secretaries to be registered: corporate secretaries and firms
Section 279: Particulars of secretaries to be registered: power to make regulations
Section 335: Application to class meetings: companies without a share capital
Chapter 4: Public Companies: Additional Requirements for Agms
Section 363: Political parties, organisations etc to which this Part applies
Section 366: Authorisation required for donations or expenditure
Section 369: Liability of directors in case of unauthorised donation or expenditure
Section 370: Enforcement of directors' liabilities by shareholder action
Section 371: Enforcement of directors’ liabilities by shareholder action: supplementary
Chapter 7: Publication of Accounts and Reports
Section 423: Duty to circulate copies of annual accounts and reports
Section 424: Time allowed for sending out copies of accounts and reports
Section 425: Default in sending out copies of accounts and reports: offences
Sections 426 to 429: Option to provide summary financial statement
Section 430: Quoted companies: requirements as to website publication
Sections 431 and 432: Right of member or debenture holder to demand copies of accounts and reports
Sections 433 to 436: Requirements in connection with publication of accounts and reports
Chapter 8: Public Companies: Laying of Accounts and Reports before General Meeting
Chapter 9: Quoted Companies: Members’ Approval of Directors’ Remuneration Report
Chapter 11: Revision of Defective Accounts and Reports
Section 455: Secretary of State’s notice in respect of accounts or reports
Section 459: Power of authorised person to require documents, information and explanations
Section 460: Restrictions on disclosure of information obtained under compulsory powers
Section 461: Permitted disclosure of information obtained under compulsory powers
Section 462: Power to amend categories of permitted disclosure
Chapter 12: Supplementary Provisions
Section 463: Liability for false or misleading statements in reports
Section 468: General power to make further provision about accounts and reports
Section 470: Power to apply provisions to banking partnerships
Section 471: Meaning of “annual accounts” and related expressions
Section 473: Parliamentary procedure for certain regulations under this Part
Chapter 2: Appointment of Auditors
Chapter 4: Removal, Resignation, Etc of Auditors
Section 511: Special notice required for resolution removing auditor from office
Section 512: Notice to registrar of resolution removing auditor from office
Section 513: Rights of auditor who has been removed from office
Section 514: Failure to re-appoint auditor: special procedure required for written resolution
Section 519: Statement by auditor to be deposited with company
Section 522: Duty of auditor to notify appropriate audit authority
Section 523: Duty of company to notify appropriate audit authority
Section 524: Information to be given to accounting authorities
Section 525: Meaning of “appropriate audit authority” and “major audit”
Chapter 5: Quoted Companies: Right of Members to Raise Audit Concerns at Accounts Meeting
Part 17: a Company’s Share Capital
Chapter 2: Allotment of Shares: General Provisions
Section 549: Exercise by directors of power to allot shares etc
Section 550: Power of directors to allot shares etc: private company with only one class of shares
Section 551: Power of directors to allot shares etc: authorisation by company
Section 556: Return of allotment by unlimited company allotting new class of shares
Section 559: Provisions about allotment not applicable to shares taken on formation
Chapter 3: Allotment of Equity Securities: Existing Shareholders’ Right of Pre-Emption
Chapter 4: Public Companies: Allotment Where Issue Not Fully Subscribed
Chapter 10: Reduction of Share Capital
Section 641: Circumstances in which a company may reduce its share capital
Section 642: Reduction of capital supported by solvency statement
Section 644: Registration of resolution and supporting documents
Sections 645 to 649: Reduction of capital confirmed by the court
Section 651: Expedited procedure for re-registration as a private company
Part 18: Acquisition by Limited Company of Its Own Shares
Chapter 5: Redemption Or Purchase by Private Company Out of Capital
Section 744: Register of debenture holders: right to inspect and require copy
Section 745: Register of debenture holders: response to request for inspection or copy
Section 746: Register of debenture holders: refusal of inspection or default in providing copy
Section 748: Time limit for claims arising from entry in register
Part 20: Private and Public Companies
Chapter 1: Prohibition of Public Offers by Private Companies
Chapter 2: Minimum Share Capital Requirement for Public Companies
Section 761: Public company: requirement as to minimum share capital
Section 765: Authorised minimum: application of initial requirement
Section 766: Authorised minimum: application where shares denominated in different currencies etc
Section 767: Consequences of doing business etc without a trading certificate
Part 22: Information about Interests in Company’s Shares
Section 793: Notice by company requiring information about interests in its shares
Section 796: Notice requiring information: persons exempted from obligation to comply
Sections 809 and 810: Register to be kept available for inspection; and associated index
Section 812: Court supervision of purpose for which rights may be exercised
Section 813 Register of interests disclosed: refusal of inspection or default in providing copy
Section 817: Removal of entries from register: incorrect entry relating to third party
Section 818: Adjustment of entry relating to share acquisition agreement
Section 821: Interest in shares: right to subscribe for shares
Sections 822 and 823: Interest in shares: family and corporate interests
Sections 824: Interest in shares: agreement to acquire interests in a particular company
Section 825: Extent of obligation in case of share acquisition agreement
Section 827: Reckoning of periods for fulfilling obligations
Meaning of takeover offer and entitlement to dividends (sections 974 and 976)
Meaning of a takeover offer and communication of that offer (sections 974 and 978)
Shares that the offeror has “contracted to acquire” (section 975)
Right of offeror to buy out minority shareholders: treatment of options etc (section 979(5))
Shares that the offeror has “contracted to acquire” (section 983)
Part 31: Dissolution and Restoration to the Register
Chapters 1 and 2: Striking Off and Property of Dissolved Company
Part 32: Company Investigations: Amendments
Part 33: Uk Companies Not Formed under Companies Legislation
Section 1045: Company contracts and execution of documents by companies
Section 1050: Accounts and reports: credit or financial institutions
Section 1055: Disclosure of individual’s residential address: protection from disclosure
Section 1056: Requirement to identify persons authorised to accept service of documents
Section 1057: Registrar to whom returns, notices etc to be delivered
Section 1058: Duty to give notice of ceasing to have registrable presence
Section 1059: Application of provisions in case of relocation of branch
Part 35: the Registrar of Companies
Sections 1060 and 1061: The registrar and the registrar’s functions
Correction or removal of material on the register
Section 1093: Registrar’s notice to resolve inconsistency on the register
Section 1094: Administrative removal of material from the register
Section 1095: Rectification of register on application to registrar
Section 1096: Rectification of the register under court order
Section 1097: Powers of court on ordering removal of material from the register
Section 1098: Public notice of removal of certain material from the register
Section 1101: Power to amend enactments relating to bodies other than companies
Section 1103: Documents to be drawn up and delivered in English
Section 1105: Documents that may be drawn up and delivered in other languages
Section 1108: Transliteration of names and addresses: permitted characters
Section 1110: Transliteration of names and addresses: certification
Section 1111: Registrar’s requirements as to certification or verification
Section 1114: Application of provisions about documents and delivery
Section 1115: Supplementary provisions relating to electronic communications
Schedule 3: Amendments of remaining provisions of the Companies Act 1985 relating to offences
Section 1128: Summary proceedings: time limit for proceedings
Section 1131: Imprisonment on summary conviction in England and Wales: transitory provision
Section 1132: Production and inspection of documents where offence suspected
Part 37: Companies: Supplementary Provisions
Section 1136: Regulations about where certain company records to be kept available for inspection
Section 1137: Regulations about inspection of records and provision of copies
Section 1138: Duty to take precautions against falsification
Section 1140: Service of documents on directors, secretaries and others
Schedule 4: Documents and information sent or supplied to a company
Schedule 5: Communications by a company
Section 1148: Interpretation of company communications provisions
Sections 1149 to 1153: Requirements as to independent valuation
Section 1157: Power of court to grant relief in certain cases
Part 39: Companies: Minor Amendments
Section 1176: Power of Secretary of State to bring civil proceedings on company’s behalf
Section 1177: Repeal of certain provisions about company directors
Section 1178: Repeal of requirement that certain companies publish periodical statement
Section 1179: Repeal of requirement that Secretary of State prepare annual report
Section 1180: Repeal of certain provisions about company charges
Section 1181: Access to constitutional documents of RTE and RTM companies
Schedule 11: Recognised Professional Qualifications
Part 1: Grant and revocation of recognition of a professional qualification
Part 2: Requirements for recognition of a professional qualification
Section 1222: Eligibility of individuals retaining only 1967 Act authorisation
Section 1223: Matters to be notified to the Secretary of State
Section 1224: The Secretary of State’s power to call for information
Section 1226: Auditors General: eligibility for appointment as a statutory auditor
Section 1227: Individuals responsible for audit work on behalf of Auditors General
Section 1229: Supervision of Auditors General by the Independent Supervisor
Section 1230: Duties of Auditors General in relation to supervision arrangements
Section 1232: Matters to be notified to the Independent Supervisor
Section 1233: The Independent Supervisor’s power to call for information
Section 1237: Proceedings involving the Independent Supervisor
Schedule 12: Arrangements in which registered third country auditors are required to participate
Schedule 13: Supplementary provisions with respect to delegation order
Section 1254: Directions to comply with international obligations
Section 1255: Offences by bodies corporate, partnerships and unincorporated associations
Section 1257: Jurisdiction and procedure in respect of offences
Section 1263: Power to make provision in consequence of changes affecting accountancy bodies
Part 43: Transparency Obligations and Related Matters
Section 1267: Competent Authority’s power to call for information
Section 1268: Powers exercisable in case of infringement of transparency obligation
Section 1270: Liability for false or misleading statements in certain publications
Section 1271: exercise of powers where UK is host member State
Part 1: Amendments of the Financial Services and Markets Act 2000
Part 2: Amendments of Companies (Audit, Investigations and Community Enterprise) Act 2004
Part 44: Miscellaneous Provisions
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