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Companies Act 1985

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Companies Act 1985 is up to date with all changes known to be in force on or before 24 May 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.

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Companies Act 1985

1985 CHAPTER 6

An Act to consolidate the greater part of the Companies Acts.

[11th March 1985]

Be it enacted by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—

Extent Information

E1Act: for extent see s. 745(1)(2)

E2Act extended (Northern Ireland) (1.1.2007, 20.1.2007, 6.4.2007, 30.9.2007, 1.10.2007, 1.11.2007, 15.12.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1284(1), 1300; S.I. 2006/3428, art. 3(2)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(1)(e); S.I. 2007/2194, arts. 2-5 (with art. 12); S.I. 2007/2607, art. 2(2); S.I. 2007/3495, arts. 3, 5 (with arts. 7, 12); S.I. 2008/1886 arts. 1(3), {2(d)} (with arts. 6, 7); S.I. 2008/2860, art. 3(z) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch., S.I. 2009/1802, art. 18, Sch.))

Modifications etc. (not altering text)

C3Act applied (with modifications) by S.I. 1985/680, regs. 4-6, Sch.

Act applied (with modifications) by S.I. 1986/2142, arts. 1(2), 13(3)(4)(6), Sch. 2

C4Act modified by S.I. 1985/724, regs. 2(3)(4), 6(1)

C11Act applied with modifications by Insolvency Act 1986 (c. 45, SIF 66), s. 221

C17Act modified by British Steel Act 1988 (c. 35, SIF 70) s. 3(3)(b)

C19Act modified by S.I. 1989/638, regs. 8(1), 21

Act modified (27. 12. 1991) by S.I. 1991/2908, art. 2, Sch. paras. 4(2),6

C20Act amended by S.I. 1989/638, regs. 12(1), 21

C27Act applied with modifications by S.I. 1990/2570, regs. 3(1)(4), 16(1)

C28Act amended by S.I. 1990/2570, regs. 8(1), 9

C29Act modified by S.I. 1990/2570, reg. 10(5)

C30 Act excluded by Smith Kline & French Laboratories, Australia, and Menley & James, Australia, Act 1991 (c. i), s. 4(1)(b)

C32Act applied (with modifications) by S.I. 1991/823, reg. 3.

C33Act modified (27.6.1991) by Ports Act 1991 (c. 52, SIF 58), s. 3(4)(b)

C34Act: definitions applied (S.) (27. 11. 1991) by Natural Heritage (Scotland) Act 1991 (c. 28, SIF 46:1), s. 2(1)(e); S.I. 1991/2633, art. 3, Sch.

C35Act: definition of "debentures" applied (E.W.) (1.12.1991) by Statutory Water Companies Act 1991 (c. 58, SIF 130), ss. 13(7), 17(2)

Act applied (except s. 83 and s. 84 in part) (19.6.1995) by S.I. 1995/1537, reg. 20, Sch. 4 Pt. III para. 11

Act applied (21.3.1997) by 1986 c. 53, s. 101(6) (as substituted (21.3.1997) by 1997 c. 32, s. 41)

Act: certain provisions applied (E.W.) (7.10.2001) by S.I. 2001/3352, rule 4.11(5)

C36Act: definition of "company" applied (E.W.) (1.12.1991) by Water Industry Act 1991 (c. 56, SIF 130), ss. 219(1), 223(2) (with ss. 82(3), 186(1), 222(1))

C37Act: definition of "company" applied (E.W.) (1.12.1991) by Statutory Water Companies Act 1991 (c. 58, SIF 130), ss. 9(3), 17(2)

C39Act: definitions of "extraordinary resolution", "registrar of companies" and "special resolution" applied (E.W.) (1.12.1991) by Statutory Water Companies Act 1991 (c. 58, SIF 130), ss. 12(8), 17(2)

C41Act extended (with modifications) (19.12.1993) by S.I. 1993/3245, reg.3

C42Act modified (31.10.1994) by 1994 c. 21, s. 15, Sch. 3 para. 2(4)(b) (with s. 40(7)); S.I. 1994/2552, art. 2, Sch. 1

Act modified (31.10.1994) by 1994 c. 21, s. 67(1), Sch. 9 para. 32 (with s. 40(7)); S.I. 1994/2553, art. 2

Act modified (8.11.1995) by 1995 c. 37, s. 6, Sch. 2 para. 1(5)(b)

Act modified (8.11.1995) by 1995 c. 45, s. 17(1), Sch. 5 Pt. I paras. 1, 8(c)

Act modified (27.7.1999) by 1999 c. 20, s. 5(1), Sch. 2 Pt. II (with s. 15)

Act modified (27.7.1999) by 1999 c. 20, s. 6(2)(b) (with s. 15)

Act modified (temp. from 27.7.1999) by 1999 c. 20, s. 16(1)(4)(b) (with s. 15)

Act modified (6.11.2000) by 2000 c. 26, s. 63(7)(b); S.I. 2000/2957, art. 2(1), Sch. 1 (with transitional provisions in arts. 3-8)

Act modified (16.2.2001) by 2000 c. 27, s. 108, Sch. 7 paras. 8, 9; S.I. 2001/1781, art. 2, Sch. (subject to transitional provisions in arts. 3-10)

Act modified (5.10.2004) by Energy Act 2004 (c. 20), ss. 39, 198(2), Sch. 6 para. 2(4)(c) (with s. 38(2)); S.I. 2004/2575, art. 2(1), Sch. 1

C43Act amended (8.11.1995) by 1995 c. 37, s. 6, Sch. 2 para. 14

C44Act excluded and modified (31.3.1996) by 1995 c. 20, s. 110(1), Sch. 4 para. 3(3)(7) (which amendment was repealed (1.4.1996) by 1995 c. 40, s. 6(1), Sch. 5)

C45Act excluded (3.2.1995) by 1994 c. 37, ss. 66(1), 69(2), Sch. 2 para. 6 (with s. 66(2))

Act excluded (31.3.1996) by 1995 c. 20, s. 110(1), Sch. 4 para. 4(3)(5) (which amendment was repealed (1.4.1996) by 1995 c. 40, s. 6(1), Sch. 5)

Act excluded (in part) (E.W.) (17.6.1996) by 1996 c. ii, s. 4(2)

Act excluded (E.W.) (1.10.1996) by 1996 c. 52, s. 7, Sch. 1 Pt. II para. 15(2) (with s. 51(4)); S.I. 1996/2402, art. 3 (subject to transitional provisions and savings in Sch.)

Act excluded (S.) (1.11.2001) by 2001 asp 10, s. 63, Sch. 7 Pt. II para. 12(3); S.S.I. 2001/336, art. 2(1)(3), Sch. Pt. II (subject to transitional provisions and savings in art. 3)

Act excluded (S.) (17.12.2001) by 2001 asp 13, s. 20, Sch. 6 para. 9(5) (with s. 29); S.S.I. 2001/456, art. 2

Act excluded (E.W.N.I.) (1.9.2001) by 2001 c. 17, s. 38, Sch. 6 para. 11(5) (with ss. 27(3), 39, 78); S.I. 2001/2161, art. 3

Act excluded (24.3.2003) by Proceeds of Crime Act 2002 (c. 29), ss. 426(10)(a), 458(1)(3); S.I. 2003/333, art. 2, Sch. 1 (as amended by S.I. 2003/531)

C46Act extended (6.1.1997) by S.I. 1996/2827, reg. 2(4)

C47Act applied (with modifications) (1.6.1998) by 1998 c. 11, s. 7(3)(9); S.I. 1998/1120, art. 2

C48Act: specified provisions applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4(1), Sch. 2 Pt. 1 (as amended (1.10.2009) by S.I. 2009/1804, reg. 85, Sch. 3 para. 13(3)(5) (as amended by S.I. 2009/1833, reg. 2(2)))

C49Act modified (1.1.2007, 20.1.2007, 6.4.2007, 1.10.2007, 1.11.2007, 15.12.2007, 6.4.2008, 1.10.2008 for certain purposes, otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1168, 1173, 1300; S.I. 2006/3428, arts. 2(2)(f)(g), 3(2)(c)(d) (subject to Sch. 1, and with art. 6, and with transitional provisions and savings in art. 8, Sch. 5) (as amended by S.I. 2007/3495, art. 11, Sch. 5 and S.I. 2008/2860, art. 6); S.I. 2007/1093, arts. 2(2)(g)(h) (with arts. 4, 11(1) and subject to transitional adaptations in Sch. 1) (as amended by S.I. 2008/2194, arts. 2(3)(j)(k)3(2)(d), 4(2)(a), (with saving in art. 12 and with transitional provisions and savings in Sch. 3 and subject to transitional adaptations specified in Sch. 1) (as amended by S.I. 2007/2607, art. 4); S.I. 2007/3495, arts. 3(3)(i)(j), 5(3)(b)(c) (with transitional provisions in arts. 6, 9, Sch. 4 and with savings in arts. 7, 12 and with transitional adaptations in Sch. 1) (as amended by S.I. 2008/1886, Sch. 4 para. 15); S.I. 2008/2860, art. 2(u) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch., S.I. 2009/1941, art. 13, S.I. 2009/2476, art. 2))

C50Act: power to apply conferred (20.1.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1042, 1300; S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2008/2860, art. 3(p) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C51Act: power to apply (with modifications) conferred (20.1.2007 for specified purposes and 6.4.2007 otherwise) by Companies Act 2006 (c. 46), ss. 1043(2), 1300; S.I. 2006/3428, art. 3(3), (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(1)(c)

C52Act excluded (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1129, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, arts. 3(3)(g), 5(3)(a) (with arts. 7, 12); S.I. 2008/2860, art. 3(s) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C53Act modified (20.1.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 583, 1300; S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C54Act modified (20.1.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1081(6), 1300; S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C55Act modified (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1125(1), 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1); S.I. 2007/3495, arts. 3(3)(g), 5(3)(a) (with arts. 7, 12); S.I. 2008/2860, art. 3(s) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C56Act modified (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1131, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, arts. 3(3)(g), 5(3)(a) (with arts. 7, 12); S.I. 2008/2860, art. 3(s) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C57Act restricted (20.1.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1156(2), 1300; S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2008/2860, art. 3(t) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C58Act modified (6.4.2007, 1.10.2007, 1.11.2007 and 6.4.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 546, 1300; S.I. 2007/1093, art. 2(2)(a); S.I. 2007/2194, arts. 2(3)(e), 3(2)(b) (with art. 12); S.I. 2007/3495, art. 3(3)(d) (with arts. 7, 12); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C59Act modified (6.4.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 558, 1300 (with s. 559); S.I. 2007/1093, art. 2(2)(b); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C60Act modified (6.4.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1060(3)(4), 1300; S.I. 2006/3428, art. 4(3)(a) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C61Act modified (6.4.2007) by Companies Act 2006 (c. 46) {ss. 1170}, 1300; S.I. 2007/1093, art. 2(1)(d) (with arts. 3, 11(1) and with savings in Sch. 6) (as amended by S.I. 2003/2860, art. 6)

C62Act modified (6.4.2007) by The Companies Acts (Unregistered Companies) Regulations 2007 (S.I. 2007/318), regs. {4}, {5} (with reg. 6)

C63Act modified (30.9.2007) by Companies Act 2006 (c. 46) {ss. 1167}, 1300; S.I. 2007/2607, art. 2(1) (with art. 3)

C64Act modified (1.10.2007) by Companies Act 2006 (c. 46), ss. 288(1), 1300 (with s. 281(4)); S.I. 2007/2194, art. 2(1)(f) (with art. 12, Sch. 3 para. 24 and subject to Sch. 1)

C65Act modified (1.10.2007 and 6.4.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 540(1)(4), 1300; S.I. 2007/2194, art. 2(3)(c) (with art. 12); S.I. 2007/3495, art. 3(3)(b) (with arts. 7, 12); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C66Act modified (1.10.2007 and 6.4.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 545, 1300; S.I. 2007/2194, art. 2(3)(d) (with art. 12); S.I. 2007/3495, art. 3(3)(c) (with arts. 7, 12); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C67Act modified (1.10.2007 and 6.4.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 548, 1300; S.I. 2007/2194, art. 2(3)(f) (with art. 12); S.I. 2007/3495, art. 3(3)(e) (with arts. 7, 12); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C68Act modified (1.10.2007 and 6.4.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 629, 1300; S.I. 2007/2194, art. 2(3)(g) (with art. 12); S.I. 2007/3495, art. 3(3)(f) (with arts. 7, 12); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C69Act modified (1.10.2007 and 1.11.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1158, 1300; S.I. 2007/2194, arts. 2(3)(i), 3(2)(b) (with art. 12 and subject to Sch. 1); S.I. 2008/2860, art. 3(u) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C70Act applied (30.11.2007 with application as mentioned in rule 3 of the amending S.I.) by The PPP Administration Order Rules 2007 (S.I. 2007/3141), rule 32(5)

C73Act modified (6.4.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1161, 1162, 1171, 1173, 1174, 1300, Schs. 7, 8; S.I. 2007/3495, arts. 3(1)(o)(p)(q) (with arts. 6, 7, 9, 12, Sch. 4, and subject to Sch. 1) (as amended by S.I. 2008/1886, Sch 4 para. 15); S.I. 2008/2860, art. 3(u) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C77Act modified (1.10.2009) by Companies Act 2006 (c. 46), ss. 1163, 1166, 1171, 1174, 1300, Sch. 8; S.I. 2008/2860, art. 3(u) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802 art. 18, S.I. 2009/1941, art. 13, S.I. 2009/2476, art. 2)

C78Act modified (1.10.2009) by Companies Act 2006 (c. 46), ss. 1(1), 1300; S.I. 2008/2860, art. 3(a) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C79Act restricted (1.10.2009) by Companies Act 2006 (c. 46), ss. 6(2), 1300; S.I. 2008/2860, art. 3(a) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C80Act modified (1.10.2009) by Companies Act 2006 (c. 46), ss. 547, 1300; S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C81Act modified (1.10.2009) by Companies Act 2006 (c. 46), ss. 724(5), 1300; S.I. 2008/2860, art. 3(l) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C82Act modified (1.10.2009) by Companies Act 2006 (c. 46), ss. 1044, 1300; S.I. 2008/2860, art. 3(q) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C83Act restricted (1.10.2009) by Companies Act 2006 (c. 46), ss. 1118, 1300; S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

C88Act applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 21 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C89Act applied (with modifications) (1.10.2009) by The Companies (Companies Authorised to Register) Regulations 2009 (S.I. 2009/2437), regs. 18-23 (with transitional provisions and savings in reg. 24)

C93Act modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97; 2020 c. 1, Sch. 5 para. 1(1))

C94Act applied (with modifications) (8.7.2021) by The Payment and Electronic Money Institution Insolvency Regulations 2021 (S.I. 2021/716), reg. 2, Sch. 3 paras. 2, 3 (with reg. 5) (as amended (4.1.2024) by S.I. 2023/1399, regs. 1(2), 4, 21(4))

Part IE+W+S Formation and Registration of Companies; Juridical Status and Membership

Chapter IE+W+S Company Formation

Memorandum of associationE+W+S

1 Mode of forming incorporated company.E+W+S

F1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F1Ss. 1-28 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss.1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (as amended by S.I. 2009/1941, art. 13(1)(a)) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

2 Requirements with respect to memorandum.E+W+S

F2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

3 Forms of memorandum.E+W+S

F3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

3A Statement of company’s objects: general commercial company.E+W+S

F4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

4 Resolution to alter objects.E+W+S

F5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

5 Procedure for objecting to alteration.E+W+S

F6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

6 Provisions supplementing ss. 4, 5.E+W+S

F7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Articles of associationE+W+S

7 Articles prescribing regulations for companies.U.K.

F8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

8 Tables A, C, D and E.E+W+S

F9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

8A Table G.E+W+S

F10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

9 Alteration of articles by special resolution.E+W+S

F11. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Registration and its consequencesE+W+S

10 Documents to be sent to registrar.E+W+S

F12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

11 Minimum authorised capital (public companies).E+W+S

F13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

12 Duty of registrar.E+W+S

F14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

13 Effect of registration.E+W+S

F15. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

14 Effect of memorandum and articles.E+W+S

F16. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F16Ss. 1-28 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss.1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.)) and with savings for repeal of s. 14(2) (1.10.2009) by S.I. 2009/1941, art. 11(3)(a)

15 Memorandum and articles of company limited by guarantee.E+W+S

F17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

16 Effect of alteration on company’s members.E+W+S

F18. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

17 Conditions in memorandum which could have been in articles.E+W+S

F19. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

18 Amendments of memorandum or articles to be registered.E+W+S

F20. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

19 Copies of memorandum and articles to be given to members.E+W+S

F21. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

20 Issued copy of memorandum to embody alterations.E+W+S

F22. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

21. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

F23. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

A company’s membershipE+W+S

22 Definition of “member”.E+W+S

F24. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

23 Membership of holding company.E+W+S

F25. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

24 Minimum membership for carrying on business.E+W+S

F26. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Chapter IIE+W+S Company Names

25 Name as stated in memorandum.E+W+S

F27. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

26 Prohibition on registration of certain names.E+W+S

F28. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F28Ss. 1-28 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss.1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.)) and with savings for the repeal of s. 26(2)(a) by virtue of S.I. 2008/2860, Sch. 2 para. 114A (as inserted (1.10.2009) by S.I. 2009/2476, art. 2)

27 Alternatives of statutory designations.E+W+S

F29. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

28 Change of name.E+W+S

F30. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

29 Regulations about names.E+W+S

(1)F31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)F31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)F31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)F32. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)F31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6)F31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

30 Exemption from requirement of “limited” as part of the name.E+W+S

F33. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

31 Provisions applying to company exempt under s. 30.E+W+S

F34. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

32 Power to require company to abandon misleading name.E+W+S

F35. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

33 Prohibition on trading under misleading name.E+W+S

F36. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

34 Penalty for improper use of “limited” or “cyfyngedig”.E+W+S

F37. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

34APenalty for improper use of “community interest company” etc.E+W+S

F38. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Chapter IIIE+W+S A Company’s Capacity; Formalities of Carrying on Business

35 A company’s capacity not limited by its memorandum.E+W+S

F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

35A Power of directors to bind the company.E+W+S

F40. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

35B No duty to enquire as to capacity of company or authority of directors.E+W+S

F41. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

36 Company contracts: England and Wales.E+W+S

F42. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

36A Execution of documents: England and Wales.E+W+S

(1)F43. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)F43. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4A)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

36AAExecution of deeds: England and WalesE+W

F45. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

36B Execution of documents by companies.E+W+S

F46. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

36C Pre-incorporation contracts, deeds and obligations.E+W+S

F47. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

37 Bills of exchange and promissory notes.E+W+S

F48. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

38 Execution of deeds abroad.E+W+S

F49. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

39 Power of company to have official seal for use abroad.E+W+S

F50. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

40 Official seal for share certificates, etc.E+W+S

F51. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

41 Authentication of documents.E+W+S

F52. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F52S. 41 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 4(2)(b), (subject to art. 5, Sch. 1and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))

42 Events affecting a company’s status.E+W+S

F53. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part IIE+W+S Re-registration as a means of altering a company’s status

Private company becoming publicE+W+S

43 Re-registration of private company as public.E+W+S

F54. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

44 Consideration for shares recently allotted to be valued.E+W+S

F55. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

45 Additional requirements relating to share capital.E+W+S

F56. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

46 Meaning of “unqualified report” in s. 43(3).E+W+S

F57. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

47 Certificate of re-registration under s. 43.E+W+S

F58. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

48 Modification for unlimited company re-registering.E+W+S

F59. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Limited company becoming unlimitedE+W+S

49 Re-registration of limited company as unlimited.E+W+S

F60. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

50 Certificate of re-registration under s. 49.E+W+S

F61. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Unlimited company becoming limitedE+W+S

51 Re-registration of unlimited company as limited.E+W+S

F62. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

52 Certification of re-registration under s. 51.E+W+S

F63. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Public company becoming privateE+W+S

53 Re-registration of public company as private.E+W+S

F64. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

54 Litigated objection to resolution under s. 53.E+W+S

F65. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

55 Certificate of re-registration under s. 53.E+W+S

F66. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

[F67F68Part IIIU.K. Capital Issues

Textual Amendments

F67Pt. III (ss. 56-79) repealed by Financial Services Act 1986 (c. 60, SIF 69), ss. 211(1), 212(3), Sch. 17 Pt. I (the repeal coming into force as mentioned in S.I. 1986/2246, art. 5, Sch. 4, S.I. 1988/740, arts. 2-7, Sch. (as amended by S.I 1988/1960, arts. 2-4 and by S.I. 1988/2285, arts. 2-6) and S.I. 1995/1538, art. 2 and otherwise prosp.)

F68Ss. 56-79 repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16 and the repeal being partly in force, as to which see individual sections.

Modifications etc. (not altering text)

C95Pt. III (ss. 56-79): functions transferred from the Secretary of State to the Treasury (7.6.1992) by S.I. 1992/1315, arts. 2(3)(4), 6.

Chapter IE+W+S Issues by Companies Registered, or to be Registered, in Great Britain

Modifications etc. (not altering text)

C96Pt. III Ch. I (ss.56–71) applied with modifications by S.I. 1985/680, regs. 4–6, Sch.

The prospectusE+W+S

56 Matters to be stated, and reports to be set out, in prospectus.E+W+S

(1)Every prospectus issued by or on behalf of a company, or by or on behalf of any person who is or has been engaged or interested in the formation of the company, must comply—

(a)with Part I of Schedule 3 to this Act, as respects the matters to be stated in the prospectus, and

(b)with Part II of that Schedule, as respects the reports to be set out.

(2)It is unlawful to issue any form of application for shares in or debentures of a company unless the form is issued with a prospectus which complies with the requirements of this section.

(3)Subsection (2) does not apply if it is shown that the form of application was issued either—

(a)in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures, or

(b)in relation to shares or debentures which were not offered to the public.

(4)If a person acts in contravention of subsection (2), he is liable to a fine.

(5)This section does not apply—

(a)to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons, or

(b)to the issue of a prospectus or form of application relating to shares or debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being listed on a prescribed stock exchange;

but subject to this, it applies to a prospectus or a form of application whether issued on or with reference to the formation of a company or subsequently.

Modifications etc. (not altering text)

57 Attempted evasion of s. 56 to be void.E+W+S

A condition requiring or binding an applicant for shares in or debentures of a company to waive compliance with any requirement of section 56, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, is void.

58 Document offering shares etc. for sale deemed a prospectus.E+W+S

F69. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F7059. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

F70S. 59 repealed (1.12.2001) by S.I. 2001/3649, art. 5

F7160. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

F71S. 60 repealed (1.12.2001) by S.I. 2001/3649, art. 5

61 Prospectus containing statement by expert.E+W+S

(1)A prospectus inviting persons to subscribe for a company’s shares or debentures and including a statement purporting to be made by an expert shall not be issued unless—

(a)he (the expert) has given and has not, before delivery of a copy of the prospectus for registration, withdrawn his written consent to its issue with the statement included in the form and context in which it is in fact included; and

(b)a statement that he has given and not withdrawn that consent appears in the prospectus.

(2)If a prospectus is issued in contravention of this section, the company and every person who is knowingly a party to the issue of the prospectus is liable to a fine.

Modifications etc. (not altering text)

62 Meaning of “expert”.E+W+S

F72. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F72S. 62 repealed (1.10.2009 so far as not previously repealed) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

63 Prospectus to be dated.E+W+S

A prospectus issued by or on behalf of a company, or in relation to an intended company, shall be dated; and that date shall, unless the contrary is proved, be taken as its date of publication.

Modifications etc. (not altering text)

Registration of prospectusE+W+S

64 Registration requirement applicable in all cases.E+W+S

(1)No prospectus shall be issued by or on behalf of a company, or in relation to an intended company, unless on or before the date of its publication there has been delivered to the registrar of companies for registration a copy of the prospectus—

(a)signed by every person who is named in it as a director or proposed director of the company, or by his agent authorised in writing, and

(b)having endorsed on or attached to it any consent to its issue required by section 61 from any person as an expert.

(2)Where the prospectus is such a document as is referred to in section 58, the signatures required by subsection (1) above include those of every person making the offer, or his agent authorised in writing.

Where the offer is made by a company or a firm, it is sufficient for the purposes of this subsection if the document is signed on its behalf by two directors or (as the case may be) not less than half of the partners; and a director or partner may sign by his agent authorised in writing.

(3)Every prospectus shall on its face—

(a)state that a copy has been delivered for registration as required by this section, and

(b)specify, or refer to statements in the prospectus specifying, any documents required by this or the following section to be endorsed on or attached to the copy delivered.

(4)The registrar shall not register a prospectus unless it is dated and the copy of it signed as required by this section and unless it has endorsed on or attached to it the documents (if any) specified in subsection (3)(b).

(5)If a prospectus is issued without a copy of it being delivered to the registrar as required by this section, or without the copy so delivered having the required documents endorsed on or attached to it, the company and every person who is knowingly a party to the issue of the prospectus is liable to a fine and, for continued contravention, to a daily default fine.

Modifications etc. (not altering text)

65 Additional requirements in case of prospectus issued generally.E+W+S

(1)In the case of a prospectus issued generally (that is to persons who are not existing members or debenture holders of the company), the following provisions apply in addition to those of section 64.

(2)The copy of the prospectus delivered to the registrar of companies must also have endorsed on or attached to it a copy of any contract required by paragraph 11 of Schedule 3 to be stated in the prospectus or, in the case of a contract not reduced into writing, a memorandum giving full particulars of it.

(3)In the case of a contract wholly or partly in a foreign language—

(a)the copy required by subsection (2) to be endorsed on or attached to the prospectus must be a copy of a translation of the contract into English or (as the case may be) a copy embodying a translation into English of the parts in a foreign language, and

(b)the translation must be certified in the prescribed manner to be a correct translation.

(4)If the persons making any report required by Part II of Schedule 3 have made in the report, or have (without giving reasons) indicated in it, any such adjustments as are mentioned in paragraph 21 of the Schedule (profits, losses, assets, liabilities), the copy of the prospectus delivered to the registrar must have endorsed on or attached to it a written statement signed by those persons setting out the adjustments and giving the reasons for them.

Liabilities and offences in connection with prospectusE+W+S

66 Directors, etc. exempt from liability in certain cases.E+W+S

(1)In the event of non-compliance with or contravention of section 56, a director or other person responsible for the prospectus does not incur any liability by reason of that non-compliance or contravention if—

(a)as regards any matter not disclosed, he proves that he was not cognisant of it, or

(b)he proves that the non-compliance or contravention arose from an honest mistake of fact on his part, or

(c)the non-compliance or contravention was in respect of matters which, in the opinion of the court dealing with the case, were immaterial or was otherwise such as ought (in the court’s opinion, having regard to all the circumstances of the case) reasonably to be excused.

(2)In the event of failure to include in a prospectus a statement with respect to the matters specified in paragraph 13 of Schedule 3 (disclosure of directors’ interests), no director or other person incurs any liability in respect of the failure unless it is proved that he had knowledge of the matters not disclosed.

(3)Nothing in section 56 or 57 or this section limits or diminishes any liability which a person may incur under the general law or this Act apart from those provisions.

67 Compensation for subscribers misled by statement in prospectus.E+W+S

(1)Where a prospectus invites persons to subscribe for a company’s shares or debentures, compensation is payable to all those who subscribe for any shares or debentures on the faith of the prospectus for the loss or damage which they may have sustained by reason of any untrue statement included in it.

(2)The persons liable to pay the compensation are—

(a)every person who is a director of the company at the time of the issue of the prospectus,

(b)every person who authorised himself to be named, and is named, in the prospectus as a director or as having agreed to become a director (either immediately or after an interval of time),

(c)every person being a promoter of the company, and

(d)every person who has authorised the issue of the prospectus.

(3)The above has effect subject to the two sections next following; and here and in those sections “promoter” means a promoter who was party to the preparation of the prospectus, or of the portion of it containing the untrue statement, but does not include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of the company.

68 Exemption from s. 67 for those acting with propriety.E+W+S

(1)A person is not liable under section 67 if he proves—

(a)that, having consented to become a director of the company, he withdrew his consent before the issue of the prospectus, and that it was issued without his authority or consent, or

(b)that the prospectus was issued without his knowledge or consent, and that on becoming aware of its issue he forthwith gave reasonable public notice that it was issued without his knowledge or consent, or

(c)that after issue of the prospectus and before allotment under it he, on becoming aware of any untrue statement in it, withdrew his consent to its issue and gave reasonable public notice of the withdrawal and of the reason for it.

(2)A person is not liable under that section if he proves that—

(a)as regards every untrue statement not purporting to be made on the authority of an expert or of a public official document or statement, he had reasonable ground to believe, and did up to the time of the allotment of the shares or debentures (as the case may be) believe, that the statement was true; and

(b)as regards every untrue statement purporting to be a statement by an expert or contained in what purports to be a copy of or extract from a report or valuation of an expert, it fairly represented the statement, or was a correct and fair copy of or extract from the report or valuation, and he had reasonable ground to believe and did up to the time of issue of the prospectus believe that the person making the statement was competent to make it and that person had given the consent required by section 61 to the issue of the prospectus and had not withdrawn that consent before delivery of a copy of the prospectus for registration or, to the defendant’s knowledge, before allotment under it; and

(c)as regards every untrue statement purporting to be made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document.

(3)Subsections (1) and (2) of this section do not apply in the case of a person liable, by reason of his having given a consent required of him by section 61, as a person who has authorised the issue of the prospectus in respect of an untrue statement purporting to be made by him as an expert.

(4)Where under section 61 the consent of a person is required to the issue of a prospectus and he has given that consent, he is not by reason of his having given it liable under section 67 as a person who has authorised the issue of the prospectus except in respect of an untrue statement purporting to be made by him as an expert.

(5)A person who, apart from this subsection, would under section 67 be liable, by reason of his having given a consent required of him by section 61, as a person who has authorised the issue of a prospectus in respect of an untrue statement purporting to be made by him as an expert is not so liable if he proves—

(a)that, having given his consent under the section to the issue of the prospectus, he withdrew it in writing before the delivery of a copy of the prospectus for registration; or

(b)that, after delivery of a copy of the prospectus for registration and before allotment under it, he, on becoming aware of the untrue statement, withdrew his consent in writing and gave reasonable public notice of the withdrawal and of the reason for it; or

(c)that he was competent to make the statement and that he had reasonable ground to believe, and did up to the time of the allotment of the shares or debentures (as the case may be) believe, that the statement was true.

69 Indemnity for innocent director or expert.E+W+S

(1)This section applies where—

(a)the prospectus contains the name of a person as a director of the company, or as having agreed to become a director of it, and he has not consented to become a director, or has withdrawn his consent before the issue of the prospectus, and has not authorised or consented to its issue, or

(b)the consent of a person is required under section 61 to the issue of the prospectus and he either has not given that consent or has withdrawn it before the issue of the prospectus.

(2)The directors of the company (except any without whose knowledge or consent the prospectus was issued) and any other person who authorised its issue are liable to indemnify the person named, or whose consent was required under section 61 (as the case may be), against all damages, costs and expenses to which he may be liable by reason of his name having been inserted in the prospectus or of the inclusion in it of a statement purporting to be made by him as an expert (as the case may be), or in defending himself against any action or legal proceedings brought against him in respect of it.

(3)A person is not deemed for purposes of this section to have authorised the issue of a prospectus by reason only of his having given the consent required by section 61 to the inclusion of a statement purporting to be made by him as an expert.

70 Criminal liability for untrue statements.E+W+S

(1)If a prospectus is issued with an untrue statement included in it, any person who authorised the issue of the prospectus is guilty of an offence and liable to imprisonment or a fine, or both, unless he proves either—

(a)that the statement was immaterial, or

(b)that he had reasonable ground to believe and did, up to the time of the issue of the prospectus, believe that the statement was true.

(2)A person is not deemed for purposes of this section to have authorised the issue of a prospectus by reason only of his having given the consent required by section 61 to the inclusion in it of a statement purporting to be made by him as an expert.

SupplementaryE+W+S

71 Interpretation for ss. 56 to 70.E+W+S

For purposes of sections 56 to 70—

(a)a statement included in a prospectus is deemed to be untrue if it is misleading in the form and context in which it is included, and

(b)a statement is deemed to be included in a prospectus if it is contained in it, or in any report or memorandum appearing on its face, or by reference incorporated in, or issued with, the prospectus.

Chapter IIU.K. Issues by Companies Incorporated, or to be Incorporated, Outside Great Britain

72 Prospectus of oversea company.U.K.

(1)It is unlawful for a person to issue, circulate or distribute in Great Britain any prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain) unless the prospectus complies with the requirements of the next two subsections.

(2)The prospectus must be dated and contain particulars with respect to the following matters—

(a)the instrument constituting or defining the constitution of the company;

(b)the enactments, or provisions having the force of an enactment, by or under which the incorporation of the company was effected;

(c)an address in Great Britain where that instrument, and those enactments or provisions, or copies of them (and, if they are in a foreign language, a translation of them certified in the prescribed manner), can be inspected;

(d)the date on which, and the country in which, the company was incorporated; and

(e)whether the company has established a place of business in Great Britain and, if so, the address of its principal office in Great Britain.

(3)Subject to the following provisions, the prospectus must comply—

(a)with Part I of Schedule 3, as respects the matters to be stated in the prospectus, and

(b)with Part II of that Schedule, as respects the reports to be set out.

(4)Paragraphs (a) to (c) of subsection (2) do not apply in the case of a prospectus issued more than 2 years after the company is entitled to commence business.

(5)It is unlawful for a person to issue to any person in Great Britain a form of application for shares in or debentures of such a company or intended company as is mentioned in subsection (1) unless the form is issued with a prospectus which complies with this Chapter and the issue of which in Great Britain does not contravene section 74 or 75 below.

This subsection does not apply if it is shown that the form of application was issued in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures.

(6)This section—

(a)does not apply to the issue to a company’s existing members or debenture holders of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; and

(b)except in so far as it requires a prospectus to be dated, does not apply to the issue of a prospectus relating to shares or debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being listed on a prescribed stock exchange;

but subject to this, it applies to a prospectus or form of application whether issued on or with reference to the formation of a company or subsequently.

Modifications etc. (not altering text)

73 Attempted evasion of s. 72 to be void.U.K.

A condition requiring or binding an applicant for shares or debentures to waive compliance with any requirement imposed—

(a)by subsection (2) of section 72, as regards the particulars to be contained in the prospectus, or

(b)by subsection (3) of that section, as regards compliance with Schedule 3,

or purporting to affect an applicant with notice of any contract, document or matter not specifically referred to in the prospectus, is void.

74 Prospectus containing statement by expert.U.K.

(1)This section applies in the case of a prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether it has or has not established, or when formed will or will not establish, a place of business in Great Britain), if the prospectus includes a statement purporting to be made by an expert.

(2)It is unlawful for any person to issue, circulate or distribute in Great Britain such a prospectus if—

(a)the expert has not given, or has before delivery of the prospectus for registration withdrawn, his written consent to the issue of the prospectus with the statement included in the form and context in which it is included, or

(b)there does not appear in the prospectus a statement that he has given and has not withdrawn his consent as above mentioned.

(3)For purposes of this section, a statement is deemed to be included in a prospectus if it is contained in it, or in any report or memorandum appearing on its face, or by reference incorporated in, or issued with, the prospectus.

Modifications etc. (not altering text)

75 Restrictions on allotment to be secured in prospectus.U.K.

(1)It is unlawful for a person to issue, circulate or distribute in Great Britain a prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain), unless the prospectus complies with the following condition.

(2)The prospectus must have the effect, where an application is made in pursuance of it, of rendering all persons concerned bound by all the provisions (other than penal provisions) of sections 82, 86 and 87 (restrictions on allotment), so far as applicable.

Modifications etc. (not altering text)

76 Stock exchange certificate exempting from compliance with Sch. 3.U.K.

(1)The following applies where—

(a)it is proposed to offer to the public by a prospectus issued generally any shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain), and

(b)application is made to a prescribed stock exchange for permission for those shares or debentures to be listed on that stock exchange.

“Issued generally” means issued to persons who are not existing members or debenture holders of the company.

(2)There may on the applicant’s request be given by or on behalf of that stock exchange a certificate that, having regard to the proposals (as stated in the request) as to the size and other circumstances of the issue of shares or debentures and as to any limitation on the number and class of persons to whom the offer is to be made, compliance with Schedule 3 would be unduly burdensome.

(3)If a certificate is given under subsection (2), and if the proposals above mentioned are adhered to and the particulars and information required to be published in connection with the application for permission to the stock exchange are so published, then—

(a)a prospectus giving the particulars and information in the form in which they are so required to be published is deemed to comply with Schedule 3, and

(b)except as respects the requirement for the prospectus to be dated, section 72 does not apply to any issue, after the permission applied for is given, of a prospectus or form of application relating to the shares or debentures.

77 Registration of oversea prospectus before issue.U.K.

(1)It is unlawful for a person to issue, circulate or distribute in Great Britain a prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain), unless before the issue, circulation or distribution the requirements of this section have been complied with.

(2)A copy of the prospectus, certified by the chairman and two other directors of the company as having been approved by resolution of the managing body, must have been delivered for registration to the registrar of companies.

(3)The prospectus must state on the face of it that a copy has been so delivered to the registrar of companies; and the following must be endorsed on or attached to that copy of the prospectus—

(a)any consent to the issue of the prospectus which is required by section 74;

(b)a copy of any contract required by paragraph 11 of Schedule 3 to be stated in the prospectus or, in the case of a contract not reduced into writing, a memorandum giving full particulars of it; and

(c)where the persons making any report required by Part II of Schedule 3 have made in it or have, without giving the reasons, indicated in it any such adjustments as are mentioned in paragraph 21 of the Schedule, a written statement signed by those persons setting out the adjustments and giving the reasons for them.

(4)If in the case of a prospectus deemed by virtue of a certificate under section 76 to comply with Schedule 3, a contract or a copy of it, or a memorandum of a contract, is required to be available for inspection in connection with application under that section to the stock exchange, a copy or (as the case may be) a memorandum of the contract must be endorsed on or attached to the copy of the prospectus delivered to the registrar for registration.

(5)References in subsections (3)(b) and (4) to the copy of a contract are, in the case of a contract wholly or partly in a foreign language, to a copy of a translation of the contract into English, or a copy embodying a translation into English of the parts in a foreign language (as the case may be); and—

(a)the translation must in either case be certified in the prescribed manner to be a correct translation, and

(b)the reference in subsection (4) to a copy of a contract required to be available for inspection includes a copy of a translation of it or a copy embodying a translation of parts of it.

Modifications etc. (not altering text)

78 Consequences (criminal and civil) of non-compliance with ss. 72-77.U.K.

(1)A person who is knowingly responsible for the issue, circulation or distribution of a prospectus, or for the issue of a form of application for shares or debentures, in contravention of any of sections 72 to 77 is liable to a fine.

(2)Sections 67, 68 and 69 extend to every prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain), substituting for any reference to section 61 a reference to section 74.

(3)In the event of non-compliance with or contravention of any of the requirements of section 72(2) as regards the particulars to be contained in the prospectus, or section 72(3) as regards compliance with Schedule 3, a director or other person responsible for the prospectus incurs no liability by reason of the non-compliance or contravention if—

(a)as regards any matter not disclosed, he proves that he was not cognisant of it, or

(b)he proves that the non-compliance or contravention arose from an honest mistake of fact on his part, or

(c)the non-compliance or contravention was in respect of matters which, in the opinion of the court dealing with the case, were immaterial or were otherwise such as ought, in the court’s opinion, having regard to all the circumstances of the case, reasonably to be excused.

(4)In the event of failure to include in a prospectus to which this Chapter applies a statement with respect to the matters contained in paragraph 13 of Schedule 3, no director or other person incurs any liability in respect of the failure unless it is proved that he had knowledge of the matters not disclosed.

(5)Nothing in section 72 or 73 or this section, limits or diminishes any liability which a person may incur under the general law or this Act, apart from those provisions.

79 Supplementary.U.K.

(1)Where a document by which the shares or debentures of a company incorporated outside Great Britain are offered for sale to the public would, if the company had been a company incorporated under this Act, have been deemed by virtue of section 58 to be a prospectus issued by the company, that document is deemed, for the purposes of this Chapter, a prospectus so issued.

(2)An offer of shares or debentures for subscription or sale to a person whose ordinary business it is to buy or sell shares or debentures (whether as principal or agent) is not deemed an offer to the public for those purposes.

(3)In this Chapter “shares” and “debentures” have the same meaning as when those expressions are used, elsewhere in this Act, in relation to a company incorporated under this Act.]

Modifications etc. (not altering text)

Part IVE+W+S Allotment of Shares and Debentures

General provisions as to allotmentE+W+S

80 Authority of company required for certain allotments.E+W+S

F73. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

80A Election by private company as to duration of authority.E+W+S

F74. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

81 Restriction on public offers by private company.E+W+S

F75. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

82 Application for, and allotment of, shares and debentures.E+W+S

F76. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

83 No allotment unless minimum subscription received.E+W+S

F77. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

84 Allotment where issue not fully subscribed.E+W+S

F78. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

85 Effect of irregular allotment.E+W+S

F79. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

86. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

F80. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

87. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

F81. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

88 Return as to allotments, etc.E+W+S

F82. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Pre-emption rightsE+W+S

89 Offers to shareholders to be on pre-emptive basis.E+W+S

F83. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

90 Communication of pre-emption offers to shareholders.E+W+S

F84. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

91 Exclusion of ss. 89, 90 by private company.E+W+S

F85. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

92 Consequences of contravening ss. 89, 90.E+W+S

F86. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

93 Saving for other restrictions as to offers.E+W+S

F87. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

94 Definitions for ss. 89-96.E+W+S

F88. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

95 Disapplication of pre-emption rights.E+W+S

F89. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

96 Saving for company’s pre-emption procedure operative before 1982.E+W+S

F90. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Commissions and discountsE+W+S

97 Power of company to pay commissions.E+W+S

F91. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

98 Apart from s. 97, commissions and discounts barred.E+W+S

F92. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Amount to be paid for shares; the means of paymentE+W+S

99 General rules as to payment for shares on allotment.E+W+S

F93. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

100 Prohibition on allotment of shares at a discount.E+W+S

F94. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

101 Shares to be allotted as at least one-quarter paid-up.E+W+S

F95. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

102 Restriction on payment by long-term undertaking.E+W+S

F96. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

103 Non-cash consideration to be valued before allotment.E+W+S

F97. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

104 Transfer to public company of non-cash asset in initial period.E+W+S

F98. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

105 Agreements contravening s. 104.E+W+S

F99. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

106 Shares issued to subscribers of memorandum.E+W+S

F100. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

107 Meaning of “the appropriate rate”.E+W+S

F101. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Valuation provisionsE+W+S

108 Valuation and report (s. 103).E+W+S

F102. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

109 Valuation and report (s. 104).E+W+S

F103. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

110 Entitlement of valuer to full disclosure.E+W+S

F104. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

111 Matters to be communicated to registrar.E+W+S

F105. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Other matters arising out of allotment &c.E+W+S

111A Right to damages, &c. not affected.E+W+S

F106. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

112 Liability of subsequent holders of shares allotted.E+W+S

F107. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

113 Relief in respect of certain liabilities under ss. 99 ff.E+W+S

F108. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

114 Penalty for contravention.E+W+S

F109. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

115 Undertakings to do work, etc.E+W+S

F110. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

116 Application of ss. 99 ff to special cases.E+W+S

F111. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part VU.K. Share Capital, its Increase, Maintenance and Reduction

Chapter IE+W+S General Provisions about Share Capital

117 Public company share capital requirements.E+W+S

F112. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

118 The authorised minimum.E+W+S

F113. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

119 Provision for different amounts to be paid on shares.E+W+S

F114. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

120 Reserve liability of limited company.E+W+S

F115. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

121 Alteration of share capital (limited companies).E+W+S

F116. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

122 Notice to registrar of alteration.E+W+S

F117. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

123 Notice to registrar of increased share capital.E+W+S

F118. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

124 Reserve capital of unlimited company.E+W+S

F119. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Chapter IIE+W+S Class Rights

125 Variation of class rights.E+W+S

(1)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6)F121. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

126 Saving for court’s powers under other provisions.E+W+S

F122. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

127 Shareholders’ right to object to variation.E+W+S

F123. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

128Registration of particulars of special rights.E+W+S

F124. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

129 Registration of newly created class rights.E+W+S

F125. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F126F126Chapter IIIE+W+S Share Premiums

Textual Amendments

130 Application of share premiums.E+W+S

(1)If a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account called “the share premium account”.

(2)The share premium account may be applied by the company in paying up unissued shares to be allotted to members as fully paid bonus shares, or is writing off—

(a)the company’s preliminary expenses; or

(b)the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company,

or in providing for the premium payable on redemption of debentures of the company.

(3)Subject to this, the provisions of this Act relating to the reduction of a company’s share capital apply as if the share premium account were part of its paid up share capital.

(4)Sections 131 and 132 below give relief from the requirements of this section, and in those sections references to the issuing company are to the company issuing shares as above mentioned.

131. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

132 Relief in respect of group reconstructions.E+W+S

(1)This section applies where the issuing company—

(a)is a wholly-owned subsidiary of another company (“the holding company”), and

(b)allots shares to the holding company or to another wholly-owned subsidiary of the holding company in consideration for the transfer to the issuing company of assets other than cash, being assets of any company (“the transferor company”) which is a member of the group of companies which comprises the holding company and all its wholly-owned subsidiaries.

(2)Where the shares in the issuing company allotted in consideration for the transfer are issued at a premium, the issuing company is not required by section 130 to transfer any amount in excess of the minimum premium value to the share premium account.

(3)In subsection (2), “the minimum premium value” means the amount (if any) by which the base value of the consideration for the shares allotted exceeds the aggregate nominal value of those shares.

(4)For the purposes of subsection (3), the base value of the consideration for the shares allotted is the amount by which the base value of the assets transferred exceeds the base value of any liabilities of the transferor company assumed by the issuing company as part of the consideration for the assets transferred.

(5)For the purposes of subsection (4)—

(a)the base value of the assets transferred is to be taken as—

(i)the cost of those assets to the transferor company, or

(ii)the amount at which those assets are stated in the transferor company’s accounting records immediately before the transfer,

whichever is the less; and

(b)the base value of the liabilities assumed is to be taken as the amount at which they are stated in the transferor company’s accounting records immediately before the transfer.

(6)The relief allowed by this section does not apply (subject to the next subsection) if the issue of shares took place before the date of the coming into force of the M1Companies (Share Premium Account) Regulations 1984 (which were made on 21st December 1984).

(7)To the extent that the relief allowed by this section would have been allowed by section 38 of the M2Companies Act 1981 as originally enacted (the text of which section is set out in Schedule 25 to this Act), the relief applies where the issue of shares took place before the date of the coming into force of those Regulations, but not if the issue took place before 4th February 1981.

(8)Section 131 does not apply in a case falling within this section.

133 Provisions supplementing ss. 131, 132.E+W+S

(1)An amount corresponding to one representing the premiums or part of the premiums on shares issued by a company which by virtue of section 131 or 132 of this Act, or section 12 of the Consequential Provisions Act, is not included in the company’s share premium account may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in the company’s balance sheet.

(2)References in this Chapter (however expressed) to—

(a)the acquisition by a company of shares in another company; and

(b)the issue or allotment of shares to, or the transfer of shares to or by, a company,

include (respectively) the acquisition of any of those shares by, and the issue or allotment or (as the case may be) the transfer of any of those shares to or by, nominees of that company; and the reference in section 132 to the company transferring the shares is to be construed accordingly.

(3)References in this Chapter to the transfer of shares in a company include the transfer of a right to be included in the company’s register of members in respect of those shares.

(4)In sections 131 to 133 “company”, except in references to the issuing company, includes any body corporate.

134 Provision for extending or restricting relief from s. 130. E+W+S

(1)The Secretary of State may by regulations in a statutory instrument make such provision as appears to him to be appropriate—

(a)for relieving companies from the requirements of section 130 in relation to premiums other than cash premiums, or

(b)for restricting or otherwise modifying any relief from those requirements provided by this Chapter.

(2)Regulations under this section may make different provision for different cases or classes of case and may contain such incidental and supplementary provisions as the Secretary of State thinks fit.

(3)No such regulations shall be made unless a draft of the instrument containing them has been laid before Parliament and approved by a resolution of each House.

F131F131Chapter IVE+W+S Reduction of Share Capital

Textual Amendments

135 Special resolution for reduction of share capital.E+W+S

(1)Subject to confirmation by the court, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles, by special resolution reduce its share capital in any way.

(2)In particular, and without prejudice to subsection (1), the company may—

(a)extinguish or reduce the liability on any of its shares in respect of share capital not paid up; or

(b)either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or unrepresented by available assets; or

(c)either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share capital which is in excess of the company’s wants;

and the company may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly.

(3)A special resolution under this section is in this Act referred to as “a resolution for reducing share capital”.

136. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

137 Court order confirming reduction.E+W+S

(1)The court, if satisfied with respect to every creditor of the company who under section 136 is entitled to object to the reduction of capital that either—

(a)his consent to the reduction has been obtained; or

(b)his debt or claim has been discharged or has determined, or has been secured,

may make an order confirming the reduction on such terms and conditions as it thinks fit.

(2)Where the court so orders, it may also—

(a)if for any special reason it thinks proper to do so, make an order directing that the company shall, during such period (commencing on or at any time after the date of the order) as is specified in the order, add to its name as its last words the words “and reduced”; and

(b)make an order requiring the company to publish (as the court directs) the reasons for reduction of capital or such other information in regard to it as the court thinks expedient with a view to giving proper information to the public and (if the court thinks fit) the causes which led to the reduction.

(3)Where a company is ordered to add to its name the words “and reduced”, those words are, until the expiration of the period specified in the order, deemed to be part of the company’s name.

138 Registration of order and minute of reduction.E+W+S

(1)The registrar of companies, on production to him of an order of the court confirming the reduction of a company’s share capital, and the delivery to him of a copy of the order and of a minute (approved by the court) showing, with respect to the company’s share capital as altered by the order—

(a)the amount of the share capital;

(b)the number of shares into which it is to be divided, and the amount of each share; and

(c)the amount (if any) at the date of the registration deemed to be paid up on each share,

shall register the order and minute (but subject to section 139).

(2)On the registration of the order and minute, and not before, the resolution for reducing share capital as confirmed by the order so registered takes effect.

(3)Notice of the registration shall be published in such manner as the court may direct.

(4)The registrar shall certify the registration of the order and minute; and the certificate—

(a)may be either signed by the registrar, or authenticated by his official seal;

(b)is conclusive evidence that all the requirements of this Act with respect to the reduction of share capital have been complied with, and that the company’s share capital is as stated in the minute.

(5)The minute when registered is deemed to be substituted for the corresponding part of the company’s memorandum, and is valid and alterable as if it had been originally contained therein.

(6)The substitution of such a minute for part of the company’s memorandum is deemed an alteration of the memorandum for purposes of section 20.

139 Public company reducing capital below authorised minimum.E+W+S

(1)This section applies where the court makes an order confirming a reduction of a public company’s capital which has the effect of bringing the nominal value of its allotted share capital below the authorised minimum.

(2)The registrar of companies shall not register the order under section 138 unless the court otherwise directs, or the company is first re-registered as a private company.

(3)The court may authorise the company to be so re-registered without its having passed the special resolution required by section 53; and where that authority is given, the court shall specify in the order the alterations in the company’s memorandum and articles to be made in connection with that re-registration.

(4)The company may then be re-registered as a private company, if an application in the prescribed form and signed by a director or secretary of the company is delivered to the registrar, together with a printed copy of the memorandum and articles as altered by the court’s order.

(5)On receipt of such an application, the registrar shall retain it and the other documents delivered with it and issue the company with a certificate of incorporation appropriate to a company that is not a public company; and—

(a)the company by virtue of the issue of the certificate becomes a private company, and the alterations in the memorandum and articles set out in the court’s order take effect; and

(b)the certificate is conclusive evidence that the requirements of this section in respect of re-registration and of matters precedent and incidental thereto have been complied with, and that the company is a private company.

140 Liability of members on reduced shares.E+W+S

(1)Where a company’s share capital is reduced, a member of the company (past or present) is not liable in respect of any share to any call or contribution exceeding in amount the difference (if any) between the amount of the share as fixed by the minute and the amount paid on the share or the reduced amount (if any), which is deemed to have been paid on it, as the case may be.

(2)But the following two subsections apply if—

(a)a creditor, entitled in respect of a debt or claim to object to the reduction of share capital, by reason of his ignorance of the proceedings for reduction of share capital, or of their nature and effect with respect to his claim, is not entered on the list of creditors; and

(b)after the reduction of capital, the company is unable (within the meaning of [F134section 123 of the Insolvency Act]) to pay the amount of his debt or claim.

(3)Every person who was a member of the company at the date of the registration of the order for reduction and minute is then liable to contribute for the payment of the debt or claim in question an amount not exceeding that which he would have been liable to contribute if the company had commenced to be wound up on the day before that date.

(4)If the company is wound up, the court, on the application of the creditor in question and proof of ignorance referred to in subsection (2)(a), may (if it thinks fit) settle accordingly a list of persons so liable to contribute, and make and enforce calls and orders on the contributories settled on the list, as if they were ordinary contributories in a winding up.

(5)Nothing in this section affects the rights of the contributories among themselves.

141 Penalty for concealing name of creditor, etc.E+W+S

If an officer of the company—

(a)wilfully conceals the name of a creditor entitled to object to the reduction of capital; or

(b)wilfully misrepresents the nature or amount of the debt or claim of any creditor; or

(c)aids, abets or is privy to any such concealment or misrepresentation as is mentioned above,

he is guilty of an offence and liable to a fine.

F135F135Chapter VE+W+S Maintenance of Capital

Textual Amendments

142 Duty of directors on serious loss of capital.E+W+S

(1)Where the net assets of a public company are half or less of its called-up share capital, the directors shall, not later than 28 days from the earliest day on which that fact is known to a director of the company, duly convene an extraordinary general meeting of the company for a date not later than 56 days from that day for the purpose of considering whether any, and if so what, steps should be taken to deal with the situation.

(2)If there is a failure to convene an extraordinary general meeting as required by subsection (1), each of the directors of the company who—

(a)knowingly and wilfully authorises or permits the failure, or

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

is liable to a fine.

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

143. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

144 Aquisition of shares by company’s nominee.E+W+S

(1)Subject to section 145, where shares are issued to a nominee of a company mentioned in section 143(1), or are acquired by a nominee of such a company from a third person as partly paid up, then, for all purposes—

(a)the shares are to be treated as held by the nominee on his own account; and

(b)the company is to be regarded as having no beneficial interest in them.

(2)Subject to that section, if a person is called on to pay any amount for the purpose of paying up, or paying any premium on, any shares in such a company which were issued to him, or which he otherwise acquired, as the company’s nominee and he fails to pay that amount within 21 days from being called on to do so, then—

(a)if the shares were issued to him as subscriber to the memorandum by virtue of an undertaking of his in the memorandum, the other subscribers to the memorandum, or

(b)if the shares were otherwise issued to or acquired by him, the directors of the company at the time of the issue or acquisition,

are jointly and severally liable with him to pay that amount.

(3)If in proceedings for the recovery of any such amount from any such subscriber or director under this section it appears to the court—

(a)that he is or may be liable to pay that amount, but

(b)that he has acted honestly and reasonably and, having regard to all the circumstances of the case, he ought fairly to be excused from liability,

the court may relieve him, either wholly or partly, from his liability on such terms as the court thinks fit.

(4)Where any such subscriber or director has reason to apprehend that a claim will or might be made for the recovery of any such amount from him, he may apply to the court for relief; and the court has the same power to relieve him as it would have had in proceedings for the recovery of that amount.

145 Exceptions from s. 144.E+W+S

(1)Section 144(1) does not apply to shares acquired otherwise than by subscription by a nominee of a public company, where a person acquires shares in the company with financial assistance given to him directly or indirectly by the company for the purpose of or in connection with the acquisition, and the company has a beneficial interest in the shares.

(2)Section 144(1) and (2) do not apply—

(a)to shares acquired by a nominee of a company when the company has no beneficial interest in those shares, or

(b)to shares issued in consequence of an application made before 22nd December 1980, or transferred in pursuance of an agreement to acquire them made before that date.

(3)Schedule 2 to this Act has effect for the interpretation of references in this section to a company having, or not having, a beneficial interest in shares.

146. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

147. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

148 Further provisions supplementing ss. 146, 147. E+W+S

(1)Where, after shares in a private company—

(a)are forfeited in pursuance of the company’s articles or are surrendered to the company in lieu of forfeiture, or

(b)are acquired by the company (otherwise than by such surrender or forfeiture, and otherwise than by any of the methods mentioned in section 143(3)), the company having a beneficial interest in the shares, or

(c)are acquired by the nominee of a company in the circumstances mentioned in section 146(1)(c), or

(d)are acquired by any person in the circumstances mentioned in section 146(1)(d),

the company is re-registered as a public company, sections 146 and 147, and also section 149, apply to the company as if it had been a public company at the time of the forfeiture, surrender or acquisition, but with the modification required by the following subsection.

(2)That modification is to treat any reference to the relevant period from the forfeiture, surrender or acquisition as referring to the relevant period from the re-registration of the company as a public company.

(3)Schedule 2 to this Act has effect for the interpretation of the reference in subsection (1)(b) to the company having a beneficial interest in shares.

(4)Where a public company or a nominee of a public company acquires shares in the company or an interest in such shares, and those shares are (or that interest is) shown in a balance sheet of the company as an asset, an amount equal to the value of the shares or (as the case may be) the value to the company of its interest in them shall be transferred out of profits available for dividend to a reserve fund and are not then available for distribution.

149. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

150 Charges of public companies on own shares. E+W+S

(1)A lien or other charge of a public company on its own shares (whether taken expressly or otherwise), except a charge permitted by any of the following subsections, is void.

This is subject to section 6 of the Consequential Provisions Act (saving for charges of old public companies on their own shares).

(2) In the case of any description of company, a charge on its own shares is permitted if the shares are not fully paid and the charge is for any amount payable in respect of the shares.

(3)In the case of a company whose ordinary business—

(a)includes the lending of money, or

(b)consists of the provision of credit or the bailment (in Scotland, hiring) of goods under a hire purchase agreement, or both,

a charge of the company on its own shares is permitted (whether the shares are fully paid or not) if it arises in connection with a transaction entered into by the company in the ordinary course of its business.

(4)In the case of a company which is re-registered or is registered under section 680 as a public company, a charge on its own shares is permitted if the charge was in existence immediately before the company’s application for re-registration or (as the case may be) registration.

This subsection does not apply in the case of such a company as is referred to in section 6(3) of the Consequential Provisions Act (old public company remaining such after 22nd March 1982, not having applied to be re-registered as public company).

F142F142Chapter VIE+W+S Financial Assistance by a Company for Acquisition of its Own Shares

Textual Amendments

Provisions applying to both public and private companiesE+W+S

151. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
153. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
154. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Private companiesE+W+S

155. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
158. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F151F151Chapter VIIE+W+S Redeemable Shares; Purchase by a Company of its Own Shares

Textual Amendments

Redemption and purchase generallyE+W+S

159 Power to issue redeemable shares.E+W+S
[F152159A Terms and manner of redemption.E+W+S
160 Financing etc. of redemption.E+W+S
161 F155. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S
162. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162B. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162D. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162E. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162F. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162G. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
163. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
164 Authority for off-market purchase.E+W+S
165 Authority for contingent purchase contract.E+W+S
166. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
167 Assignment or release of company’s right to purchase own shares.E+W+S
168 Payments apart from purchase price to be made out of distributable profits.E+W+S
169. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
169A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Redemption or purchase of own shares out of capital (private companies only)E+W+S

171. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
173 Conditions for payment out of capital.E+W+S

(1)Subject to any order of the court under section 177, a payment out of capital by a private company for the redemption or purchase of its own shares is now lawful unless the requirements of this and the next two sections are satisfied.

(2)The payment out of capital must be approved by a special resolution of the company.

(3)The company’s directors must make a statutory declaration specifying the amount of the permissible capital payment for the shares in question and stating that, having made full inquiry into the affairs and prospects of the company, they have formed the opinion—

(a)as regards its initial situation immediately following the date on which the payment out of capital is proposed to be made, that there will be no grounds on which the company could then be found unable to pay its debts, and

(b)as regards its prospects for the year immediately following that date, that, having regard to their intentions with respect to the management of the company’s business during that year and to the amount and character of the financial resources which will in their view be available to the company during that year, the company will be able to continue to carry on business as a going concern (and will accordingly be able to pay its debts as they fall due) throughout that year.

(4)In forming their opinion for purposes of subsection (3)(a), the directors shall take into account the same liabilities (including prospective and contingent liabilities) as would be relevant under [F184section 122 of the Insolvency Act] (winding up by the court) to the question whether a company is unable to pay its debts.

(5)The directors’ statutory declaration must be in the prescribed form and contain such information with respect to the nature of the company’s business as may be prescribed, and must in addition have annexed to it a report addressed to the directors by the company’s auditors stating that—

(a)they have inquired into the company’s state of affairs; and

(b)the amount specified in the declaration as the permissible capital payment for the shares in question is in their view properly determined in accordance with sections 171 and 172; and

(c)they are not aware of anything to indicate that the opinion expressed by the directors in the declaration as to any of the matters mentioned in subsection (3) is unreasonable in all the circumstances.

(6)A director who makes a declaration under this section without having reasonable grounds for the opinion expressed in the declaration is liable to imprisonment or a fine, or both.

174 Procedure for special resolution under s. 173.E+W+S

(1)The resolution required by section 173 must be passed on, or within the week immediately following, the date on which the directors make the statutory declaration required by that section; and the payment out of capital must be made no earlier than 5 nor more than 7 weeks after the date of the resolution.

(2)The resolution is ineffective if any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares in voting on the resolution and the resolution would not have been passed if he had not done so.

(3)For purposes of subsection (2), a member who holds such shares is to be regarded as exercising the voting rights carried by them in voting on the resolution not only if he votes in respect of them on a poll on the question whether the resolution shall be passed, but also if he votes on the resolution otherwise than on a poll; and notwithstanding anything in a company’s articles, any member of the company may demand a poll on that question.

(4)The resolution is ineffective unless the statutory declaration and auditors’ report required by the section are available for inspection by members of the company at the meeting at which the resolution is passed.

(5)For purposes of this section a vote and a demand for a poll by a person as proxy for a member are the same (respectively) as a vote and demand by the member.

175. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176 Objections by company’s members or creditors.E+W+S

(1)Where a private company passes a special resolution approving for purposes of this Chapter any payment out of capital for the redemption or purchase of any of its shares—

(a)any member of the company other than one who consented to or voted in favour of the resolution; and

(b)any creditor of the company,

may within 5 weeks of the date on which the resolution was passed apply to the court for cancellation of the resolution.

(2)The application may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint in writing for the purpose.

(3)If an application is made, the company shall—

(a)forthwith give notice in the prescribed form of that fact to the registrar of companies; and

(b)within 15 days from the making of any order of the court on the hearing of the application, or such longer period as the court may by order direct, deliver an office copy of the order to the registrar.

(4)A company which fails to comply with subsection (3), and any officer of it who is in default, is liable to a fine and for continued contravention, to a daily default fine.

177 Powers of court on application under s. 176.E+W+S

(1)On the hearing of an application under section 176 the court may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the court’s satisfaction for the purchase of the interests of dissentient members or for the protection of dissentient creditors (as the case may be); and the court may give such directions and make such orders as it thinks expedient for facilitating or carrying into effect any such arrangement.

(2)Without prejudice to its powers under subsection (1), the court shall make an order on such terms and conditions as it thinks fit either confirming or cancelling the resolution; and, if the court confirms the resolution, it may in particular by order alter or extend any date or period of time specified in the resolution or in any provision in this Chapter which applies to the redemption or purchase of shares to which the resolution refers.

(3)The court’s order may, if the court thinks fit, provide for the purchase by the company of the shares of any of its members and for the reduction accordingly of the company’s capital, and may make such alterations in the company’s memorandum and articles as may be required in consequence of that provision.

(4)If the court’s order requires the company not to make any, or any specified, alteration in its memorandum or articles, the company has not then power without leave of the court to make any such alteration in breach of the requirement.

(5)An alteration in the memorandum or articles made by virtue of an order under this section, if not made by resolution of the company, is of the same effect as if duly made by resolution; and this Act applies accordingly to the memorandum or articles as so altered.

SupplementaryE+W+S

178 Effect of company’s failure to redeem or purchase.E+W+S

(1)This section has effect where a company has, on or after 15th June 1982,—

(a)issued shares on terms that they are or are liable to be redeemed, or

(b)agreed to purchase any of its own shares.

(2)The company is not liable in damages in respect of any failure on its part to redeem or purchase any of the shares.

(3)Subsection (2) is without prejudice to any right of the holder of the shares other than his right to sue the company for damages in respect of its failure; but the court shall not grant an order for specific performance of the terms of redemption or purchase if the company shows that it is unable to meet the costs of redeeming or purchasing the shares in question out of distributable profits.

(4)If the company is wound up and at the commencement of the winding up any of the shares have not been redeemed or purchased, the terms of redemption or purchase may be enforced against the company; and when shares are redeemed or purchased under this subsection, they are treated as cancelled.

(5)However, subsection (4) does not apply if—

(a)the terms provided for the redemption or purchase to take place at a date later than that of the commencement of the winding up, or

(b)during the period beginning with the date on which the redemption or purchase was to have taken place and ending with the commencement of the winding up the company could not at any time have lawfully made a distribution equal in value to the price at which the shares were to have been redeemed or purchased.

(6)There shall be paid in priority to any amount which the company is liable under subsection (4) to pay in respect of any shares—

(a)all other debts and liabilities of the company (other than any due to members in their character as such),

(b)if other shares carry rights (whether as to capital or as to income) which are preferred to the rights as to capital attaching to the first-mentioned shares, any amount due in satisfaction of those preferred rights;

but, subject to that, any such amount shall be paid in priority to any amounts due to members in satisfaction of their rights (whether as to capital or income) as members.

(7). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F186

179 Power for Secretary of State to modify this Chapter. E+W+S

(1)The Secretary of State may by regulations made by statutory instrument modify the provisions of this Chapter with respect to any of the following matters—

(a)the authority required for a purchase by a company of its own shares,

(b)the authority required for the release by a company of its rights under a contract for the purchase of its own shares or a contract under which the company may (subject to any conditions) become entitled or obliged to purchase its own shares,

(c)the information to be included in a return delivered by a company to the registrar of companies in accordance with section 169(1),

(d)the matters to be dealt with in the statutory declaration of the directors under section 173 with a view to indicating their opinion of their company’s ability to make a proposed payment out of capital with due regard to its financial situation and prospects, and

(e)the contents of the auditors’ report required by that section to be annexed to that declaration.

(2)The Secretary of State may also by regulations so made make such provision (including modification of the provisions of this Chapter) as appears to him to be appropriate—

(a)for wholly or partly relieving companies from the requirement of section 171(3)(a) that any available profits must be taken into account in determining the amount of the permissible capital payment for shares under that section, or

(b)for permitting a company’s share premium account to be applied, to any extent appearing to the Secretary of State to be appropriate, in providing for the premiums payable on the redemption or purchase by the company of any of its own shares.

(3)Regulations under this section—

(a)may make such further modification of any provisions of this Chapter as appears to the Secretary of State to be reasonably necessary in consequence of any provision made under such regulations by virtue of subsection (1) or (2),

(b)may make different provision for different cases or classes of case, and

(c)may contain such further consequential provisions, and such incidental and supplementary provisions, as the Secretary of State thinks fit.

(4)No regulations shall be made under this section unless a draft of the instrument containing them has been laid before Parliament and approved by resolution of each House.

180 Transitional cases arising under this Chapter; and savings.E+W+S

(1)Any preference shares issued by a company before 15th June 1982 which could but for the repeal by the M3Companies Act 1981 of section 58 of the M4Companies Act 1948 (power to issue redeemable preference shares) have been redeemed under that section are subject to redemption in accordance with the provisions of this Chapter.

(2)In a case to which sections 159 and 160 apply by virtue of this section, any premium payable on redemption may, notwithstanding the repeal by the 1981 Act of any provision of the 1948 Act, be paid out of the share premium account instead of out of profits, or partly out of that account and partly out of profits (but subject to the provisions of this Chapter so far as payment is out of profits).

(3)Any capital redemption reserve fund established before 15th June 1982 by a company for the purposes of section 58 of the Act of 1948 is to be known as the company’s capital redemption reserve and be treated as if it had been established for the purposes of section 170 of this Act; and accordingly, a reference in any enactment or in the articles of any company, or in any other instrument, to a company’s capital redemption reserve fund is to be construed as a reference to the company’s capital redemption reserve.

181. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Chapter VIIIU.K. Miscellaneous Provisions about Shares and Debentures

Share and debenture certificates, transfers and warrantsE+W+S

182 Nature, transfer and numbering of shares.E+W+S

F188. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

183 Transfer and registration.E+W+S

F189. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

184 Certification of transfers.E+W+S

F190. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

185 Duty of company as to issue of certificates.E+W+S

F191. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

186 Certificate to be evidence of title.E+W+S

F192. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

187 Evidence of grant of probate or confirmation as executor.E+W+S

F193. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

188 Issue and effect of share warrant to bearer.E+W+S

F194. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

189 Offences in connection with share warrants (Scotland).E+W+S

F195. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

DebenturesU.K.

190 Register of debenture holders.U.K.

F196. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

191 Right to inspect register.E+W+S

F197. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

192 Liability of trustees of debentures.E+W+S

F198. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

193 Perpetual debentures.E+W+S

F199. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

194 Power to re-issue redeemed debentures.E+W+S

F200. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

195 Contract to subscribe for debentures.E+W+S

F201. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

196 Payment of debts out of assets subject to floating charge (England and Wales).E+W+S

F202. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

197 Debentures to bearer (Scotland).E+W+S

F203. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part VIE+W+S Disclosure of Interests in Shares

Individual and group acquisitionsE+W+S

198 Obligation of disclosure: the cases in which it may arise and “the relevant time”.E+W+S

F204. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

199 Interests to be disclosed.E+W+S

F205. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

200“Percentage level” in relation to notifiable interests.E+W+S

F206. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F207201. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

202 Particulars to be contained in notification.E+W+S

F208. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

203 Notification of family and corporate interests.E+W+S

F209. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

204 Agreement to acquire interests in a particular company.E+W+S

F210. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

205 Obligation of disclosure arising under s. 204.E+W+S

F211. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

206 Obligation of persons acting together to keep each other informed.E+W+S

F212. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

207 Interests in shares by attribution.E+W+S

F213. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

208 Interests in shares which are to be notified.E+W+S

F214. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

209 Interests to be disregarded.E+W+S

F215. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

210 Other provisions about notification under this Part.E+W+S

F216. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

210A Power to make further provision by regulations.E+W+S

F217. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Registration and investigation of share acquisitions and disposalsE+W+S

211 Register of interests in shares.E+W+S

F218. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

212 Company investigations.E+W+S

F219. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

213 Registration of interests disclosed under s. 212.E+W+S

F220. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

214 Company investigation on requisition by members.E+W+S

F221. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

215 Company report to members.E+W+S

F222. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

216 Penalty for failure to provide information.E+W+S

F223. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

217 Removal of entries from register.E+W+S

F224. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

218 Otherwise, entries not to be removed.E+W+S

F225. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

219 Inspection of register and reports.E+W+S

F226. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

SupplementaryE+W+S

220 Definitions for Part VI.E+W+S

F227. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part VIIU.K. Accounts and Audit

Modifications etc. (not altering text)

C120Pt. VII (ss. 221–262) applied with modifications by S.I. 1985/680, regs. 4–6, Sch.

C121Part VII (ss. 221-262) continued by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 13(1)(a)

C122Part VII (ss. 221-262) amended by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 1(2)(5)

C123Part VII (ss. 221-262) extended by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 1(3)(5)

C124Part VII (ss. 221-262) modified by S.I. 1990/355, arts. 6, 7, Sch. 2 paras. 1(4)(5), 3(2)(3)

C125Part VII (ss. 221-262) excluded by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 3(1)(3)

C126Part VII (ss. 221-262) restricted by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 13(1)(b)

Pt. VII (ss. 221-262) applied (with modifications) (21.7.1993) by S.I. 1993/1820, reg. 4, Sch. paras.1, 2 (as amended (1.10.2005) by S.I. 2005/1987, reg. 3)

Pt. VII (ss. 221-262) applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 3, Sch. 1 (as amended (4.3.2004) by S.I. 2004/355, art. 8, (1.10.2005) by S.I. 2005/1989, reg. 2, Sch. 1 and (12.1.2006) by S.I. 2005/3442, reg. 2(2)(b), Sch. 2 para. 3(1))

Chapter IU.K. Provisions Applying to Companies Generally

Accounting recordsU.K.

221 Duty to keep accounting records.E+W+S

F228. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

222 Where and for how long records to be kept.U.K.

F229. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

A company’s financial year and accounting reference periodsE+W+S

223 A company’s financial year.E+W+S

F230. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

224 Accounting reference periods and accounting reference date.E+W+S

F231. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

225 Alteration of accounting reference date.E+W+S

F232. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Annual accountsU.K.

226 Duty to prepare individual accounts.E+W+S

F233. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

226ACompanies Act individual accountsU.K.

F234. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

226BIAS individual accountsU.K.

F235. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

227 Duty to prepare group accounts.U.K.

F236. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

227ACompanies Act group accountsU.K.

F237. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

227BIAS group accountsU.K.

F238. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

227CConsistency of accountsU.K.

F239. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

228 Exemption for parent companies included in accounts of larger group.U.K.

F240. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

228AExemption for parent companies included in non-EEA group accountsU.K.

F241. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

229 Subsidiary undertakings included in the consolidation.E+W+S

F242. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

230 Treatment of individual profit and loss account where group accounts prepared.E+W+S

F243. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

231 Disclosure required in notes to accounts:related undertakings.E+W+S

F244. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

231ADisclosure required in notes to annual accounts: particulars of staffU.K.

F245. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

232 Disclosure required in notes to accounts: emoluments and other benefits of directors and others.E+W+S

F246. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Approval and signing of accountsE+W+S

233 Approval and signing of accountsE+W+S

F247. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

[F248Directors' report]U.K.

Textual Amendments

F248Cross-heading and ss. 234, 234ZZA, 234ZZB substituted for s. 234 and preceding cross-heading (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 2

234 Duty to prepare directors' report.E+W+S

F249. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

234ZZADirectors' report: general requirementsU.K.

F250. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

234ZZBDirectors' report: business reviewU.K.

F251. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

234ZAStatement as to disclosure of information to auditorsU.K.

F252. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

234A Approval and signing of directors’ report.E+W+S

F253. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F254. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

234AADuty to prepare operating and financial reviewE+W+S

F255. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

234ABApproval and signing of operating and financial reviewE+W+S

F256. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Quoted companies: directors’ remuneration reportU.K.

234BDuty to prepare directors’ remuneration reportU.K.

F257. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

234CApproval and signing of directors’ remuneration reportU.K.

F258. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Auditors’ reportE+W+S

235 Auditors’ report.E+W+S

F259. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

236 Signature of auditors’ report.E+W+S

F260. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

237 Duties of auditors.E+W+S

F261. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Publication of accounts and reportsE+W+S

238 Persons entitled to receive copies of accounts and reports.E+W+S

F262. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

[F263238ATime allowed for sending out copies of accounts and reportsE+W+S

F264. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

Textual Amendments

239 Rights to demand copies of accounts and reports.E+W+S

F265. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

240 Requirements in connection with publication of accounts.E+W+S

F266. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Laying and delivering of accounts and reportsU.K.

241 Accounts and reports to be laid before company in general meeting.E+W+S

F267. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F267S. 241 repealed (1.10.2007 with application to private companies) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)

241AMembers’ approval of directors’ remuneration reportU.K.

F268. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

242 Accounts and reports to be delivered to the registrar.E+W+S

F269. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

242A Civil penalty for failure to deliver accounts.E+W+S

F270. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F270S. 242A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2)); table in s. 242A(2) expressed to be substituted and s. 242A(2A) expressed to be inserted (6.4.2008 with application in accordance with reg. 1 of the amending S.I.) by The Companies (Late Filing Penalties) and Limited Liability Partnerships (Filing Periods and Late Filing Penalties) Regulations 2008 (S.I. 2008/497), reg. 5 and {reg. 3} respectively

242B Delivery and publication of accounts in ECUsE+W+S

F271. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

243 Accounts of subsidiary undertakings to be appended in certain cases.U.K.

F272. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

244 Period allowed for laying and delivering accounts and reports.E+W+S

F273. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Revision of defective accounts and reportsE+W+S

245 Voluntary revision of annual accounts or directors’ report.E+W+S

F274. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

245A Secretary of State’s notice in respect of annual accounts.E+W+S

F275. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

245B Application to court in respect of defective accounts.E+W+S

F276. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

245C Other persons authorised to apply to court.E+W+S

F277. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

245DDisclosure of information held by Inland Revenue to persons authorised to apply to courtE+W+S

F278. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

245ERestrictions on use and further disclosure of information disclosed under section 245DE+W+S

F279. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

245FPower of authorised persons to require documents, information and explanationsE+W+S

F280. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

245GRestrictions on further disclosure of information obtained under section 245FE+W+S

F281. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Chapter IIU.K.Exemptions, Exceptions and Special Provisions

Small and medium-sized companies and groupsE+W+S

246 Special provisions for small companiesE+W+S

F282. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

246A Special provisions for medium-sized companiesE+W+S

F283. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

247 Qualification of company as small or medium-sized.E+W+S

F284. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

247A Cases in which special provisions do not applyE+W+S

F285. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

247B Special auditors’ reportE+W+S

F286. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

248 Exemption for small and medium-sized groups.E+W+S

F287. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

248A Group accounts prepared by small companyE+W+S

F288. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

249 Qualification of group as small or medium-sized.E+W+S

F289. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

[F290 Exemptions from audit for certain categories of small company]U.K.

Textual Amendments

F290Ss. 249A-249E and preceding cross-heading inserted (11.8.1994) by S.I. 1994/1935, reg. 2

249A Exemptions from auditE+W+S

F291. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

249AA Dormant companiesE+W+S

F292. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

249B Cases where exemptions not availableE+W+S

F293. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

249C The report required for the purposes of section 249A(2).E+W+S

F294. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

249D The reporting accountantU.K.

F295. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

249E Effect of exemptionsE+W+S

F296. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Dormant companiesE+W+S

250. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

F297. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Listed public companiesE+W+S

251[F298Summary financial statement]E+W+S

F299. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F298S. 251: heading substituted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 11(1)

Private companiesE+W+S

252 Election to dispense with laying of accounts and reports before general meeting.E+W+S

F300. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

253 Right of shareholder to require laying of accounts.E+W+S

F301. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Unlimited companiesE+W+S

254 Exemption from requirement to deliver accounts and reports.E+W+S

F302. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Banking and insurance companies and groupsE+W+S

255 Special provisions for banking and insurance companies.E+W+S

F303. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

255A Special provisions for banking and insurance groups.E+W+S

F304. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

255B Modification of disclosure requirements in relation to banking company or group.E+W+S

F305. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

255C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

F306. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

255D Power to apply provisions to banking partnerships.E+W+S

F307. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Welsh private companiesE+W+S

255E Delivery of accounting documents in Welsh only.E+W+S

F308. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Chapter IIIU.K. Supplementary Provisions

Accounting standardsU.K.

256 Accounting standards.E+W+S

F309. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

256AReporting standardsU.K.

F310. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Power to alter accounting requirementsE+W+S

257 Power of Secretary of State to alter accounting requirements.E+W+S

F311. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Parent and subsidiary undertakingsE+W+S

258 Parent and subsidiary undertakings.E+W+S

F312. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Other interpretation provisionsE+W+S

259 Meaning of “undertaking” and related expressions.E+W+S

F313. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

260 Participating interests.E+W+S

F314. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

261 Notes to the accounts.E+W+S

F315. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

262 Minor definitions.E+W+S

F316. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

262AIndex of defined expressions.E+W+S

F317. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part VIIIU.K. Distribution of Profits and Assets

Limits of company’s power of distributionU.K.

263 Certain distributions prohibited.E+W+S

F318. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

264 Restriction on distribution of assets.E+W+S

F319. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

265 Other distributions by investment companies.E+W+S

F320. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

266 Meaning of “investment company”.E+W+S

F321. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

267 Extension of ss. 265, 266 to other companies.E+W+S

F322. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

268 Realised profits of insurance company with long term business.E+W+S

F323. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

269 Treatment of development costs.U.K.

F324. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Relevant accountsE+W+S

270 Distribution to be justified by reference to company’s accounts.E+W+S

F325. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Modifications etc. (not altering text)

271 Requirements for last annual accounts.E+W+S

F326. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Modifications etc. (not altering text)

272 Requirements for interim accounts.E+W+S

F327. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Modifications etc. (not altering text)

273 Requirements for initial accounts.E+W+S

F328. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Modifications etc. (not altering text)

274 Method of applying s. 270 to successive distributions.E+W+S

F329. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Modifications etc. (not altering text)

275 Treatment of assets in the relevant accounts.E+W+S

F330. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Modifications etc. (not altering text)

276 Distributions in kind.E+W+S

F331. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Modifications etc. (not altering text)

SupplementaryE+W+S

277 Consequences of unlawful distribution.E+W+S

F332. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

278 Saving for provision in articles operative before Act of 1980.E+W+S

F333. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

279 Distributions by banking or insurance companies.E+W+S

F334. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

280 Definitions for Part VIII.E+W+S

F335. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

281 Saving for other restraints on distribution.E+W+S

F336. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part IXU.K. A Company’s Management; Directors and Secretaries; their Qualifications, Duties and Responsibilities

Officers and registered officeE+W+S

282 Directors.E+W+S

F337. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

283 Secretary.E+W+S

F338. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

284 Acts done by person in dual capacity.E+W+S

F339. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

285 Validity of acts of directors.E+W+S

F340. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

286 Qualifications of company secretaries.E+W+S

F341. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

287 Registered office.E+W+S

F342. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

288 Register of directors and secretaries.E+W+S

F343. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

288A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

F344. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

289 Particulars of directors to be registered under s. 288.E+W+S

F345. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

290 Particulars of secretaries to be registered under s. 288.E+W+S

F346. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Provisions governing appointment of directorsE+W+S

291 Share qualification of directors.E+W+S

F347. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

292 Appointment of directors to be voted on individually.E+W+S

F348. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

293 Age limit for directors.E+W+S

F349. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F349S. 293 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 4(2)(c), (subject to art. 5, Sch. 1and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))

294 Duty of director to disclose his age.E+W+S

F350. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F350S. 294 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 4(2)(c), (subject to art. 5, Sch. 1and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))

DisqualificationE+W+S

F351295–299. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

F352300. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

F352S. 300 repealed by Insolvency Act 1985 (c. 65, SIF 66), s. 235(3), Sch. 10 Pt. II, Insolvency Act 1986 (c. 45, SIF 66), s. 437, Sch. 11 para. 7

F353301, 302.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

Removal of directorsE+W+S

303 Resolution to remove director.E+W+S

F354. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

304 Director’s right to protest removal.E+W+S

F355. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Other provisions about directors and officersU.K.

305 Directors’ names on company correspondence, etc.U.K.

F356. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

306 Limited company may have directors with unlimited liability.E+W+S

F357. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F357Ss. 306-308 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.)) and with saving for repeal of ss. 306, 307 (1.10.2009) by S.I. 2009/1941, art. 9(a)

307 Special resolution making liability of directors unlimited.E+W+S

F358. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F358Ss. 306-308 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.)) and with saving for repeal of ss. 306, 307 (1.10.2009) by S.I. 2009/1941, art. 9(a)

308 Assignment of office by directors.E+W+S

F359. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F359Ss. 306-308 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.)) and with saving for repeal of ss. 306, 307 (1.10.2009) by S.I. 2009/1941, art. 9(a)

309 Directors to have regard to interests of employees.E+W+S

F360. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

309AProvisions protecting directors from liabilityU.K.

F361. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

309BQualifying third party indemnity provisionsU.K.

F362. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

309CDisclosure of qualifying third party indemnity provisionsU.K.

F363. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

310 Provisions protecting auditors from liability.E+W+S

F364. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part XU.K. Enforcement of Fair Dealing by Directors

Restrictions on directors taking financial advantageE+W+S

311 Prohibition on tax-free payments to directors.E+W+S

F365. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

312 Payment to director for loss of office etc.E+W+S

F366. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

313 Company approval for property transfer.E+W+S

F367. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

314 Director’s duty of disclosure on takeover, etc.E+W+S

F368. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

315 Consequences of non-compliance with s. 314.E+W+S

F369. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

316 Provisions supplementing ss. 312 to 315.E+W+S

F370. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

317 Directors to disclose interest in contracts.E+W+S

F371. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

318 Directors’ service contracts to be open to inspection.E+W+S

F372. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

319 Director’s contract of employment for more than 5 years.E+W+S

F373. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

320 Substantial property transactions involving directors, etc.E+W+S

F374. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F374S. 320 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12); s. 320 is expressed to be modified (22.2.2008) by S.I. 2008/432, arts. 1(2), 17(1), Sch. para. 1(d)

321 Exceptions from s. 320.E+W+S

F375. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

322 Liabilities arising from contravention of s. 320.E+W+S

F376. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

322A Invalidity of certain transactions involving directors, etc.E+W+S

F377. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

322BContracts with sole members who are directorsE+W+S

F378. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Share dealings by directors and their familiesE+W+S

323 Prohibition on directors dealing in share options.E+W+S

F379. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F379S. 323 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(c), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); s. 323 is expressed to be modified (22.2.2008) by S.I. 2008/432, arts. 1(2), 17(1), Sch. para. 1(e)

324 Duty of director to disclose shareholdings in own company.E+W+S

F380. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F380S. 324 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(c), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); s. 324 is expressed to be modified (22.2.2008) by S.I. 2008/432, arts. 1(2), 17(1), Sch. para. 1(f)

325 Register of directors’ interests notified under s. 324.E+W+S

F381. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F381S. 325 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(c), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); s. 325 is expressed to be modified (22.2.2008) by S.I. 2008/432, arts. 1(2), 17(1), Sch. para. 1(g)

326 Sanctions for non-compliance.E+W+S

F382. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

327 Extension of s. 323 to spouses [F383, civil partners] and children.E+W+S

F384. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

328 Extension of s. 324 to spouses [F385, civil partners] and children.E+W+S

F386. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

329 Duty to notify stock exchange of matters notified under preceding sections.E+W+S

F387. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Restrictions on a company’s power to make loans, etc., to directors and persons connected with themE+W+S

330 General restriction on loans etc. to directors and persons connected with them.E+W+S

F388. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F388S. 330 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12); s. 330 is expressed to be modified (22.2.2008) by S.I. 2008/432, arts. 1(2), 17(1), Sch. para. 1(h)

331 Definitions for ss. 330 ff.E+W+S

F389. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

332 Short-term quasi-loans.E+W+S

F390. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

333 Inter-company loans in same group.E+W+S

F391. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

334 Loans of small amounts.E+W+S

F392. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

335 Minor and business transactions.E+W+S

F393. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

336 Transactions at behest of holding company.E+W+S

F394. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

337 Funding of director’s expenditure on duty to company.E+W+S

F395. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

337AFunding of director’s expenditure on defending proceedingsE+W+S

F396. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

338 Loan or quasi-loan by money-lending company.E+W+S

F397. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

339“Relevant amounts” for purposes of ss. 334 ff.E+W+S

F398. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

340“Value” of transactions and arrangements.E+W+S

F399. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

341 Civil remedies for breach of s. 330.E+W+S

F400. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

342 Criminal penalties for breach of s. 330.E+W+S

F401. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

343 Record of transactions not disclosed in company accounts.E+W+S

F402. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

344 Exceptions from s. 343.E+W+S

F403. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

SupplementaryE+W+S

345 Power to increase financial limits.E+W+S

F404. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

346“Connected persons”, etc.E+W+S

F405. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

347 Transactions under foreign law.E+W+S

F406. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part XAE+W+S Control of political donations

Modifications etc. (not altering text)

C129Pt. XA (ss. 347A-347K) applied (16.2.2001) by S.I. 1985/680, Sch. (as inserted (16.2.2001) by S.I. 2001/86, reg. 2)

347A Introductory provisions.E+W+S

F407. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

347B Exemptions.E+W+S

F408. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

347C Prohibition on donations and political expenditure by companies.E+W+S

F409. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

347D Special rules for subsidiaries.E+W+S

F410. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

347E Special rule for parent company of non-GB subsidiary undertaking.E+W+S

F411. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

347F Remedies for breach of prohibitions on company donations etc.E+W+S

F412. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

347G Remedy for unauthorised donation or expenditure by non-GB subsidiary.E+W+S

F413. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

347H Exemption of directors from liability in respect of unauthorised donation or expenditure.E+W+S

F414. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

347I Enforcement of directors’ liabilities by shareholder action.E+W+S

F415. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

347J Costs of shareholder action.E+W+S

F416. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

347K Information for purposes of shareholder action.E+W+S

F417. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part XIU.K. Company administration and procedure

Chapter IE+W+S Company Identification

348 Company name to appear outside place of business.E+W+S

F418. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

349 Company’s name to appear in its correspondence, etc.E+W+S

F419. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

350 Company seal.E+W+S

F420. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

351 Particulars in correspondence, etc.E+W+S

F421. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Chapter IIE+W+S Register of Members

352 Obligation to keep and enter up register.E+W+S

F422. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

352AStatement that company has only one memberE+W+S

F423. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

353 Location of register.E+W+S

F424. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

354 Index of members.E+W+S

F425. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

355 Entries in register in relation to share warrants.E+W+S

F426. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

356 Inspection of register and index.E+W+S

F427. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

357 Non-compliance with ss. 353, 354, 356; agent’s default.E+W+S

F428. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

358 Power to close register.E+W+S

F429. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

359 Power of court to rectify register.E+W+S

F430. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

360 Trusts not to be entered on register in England and Wales.E+W+S

F431. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

361 Register to be evidence.E+W+S

F432. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

362 Overseas branch registers.E+W+S

F433. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F434F434 Chapter IIIE+W+S Annual Return

Textual Amendments

363. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F437364. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F444364A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

364B. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

364C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

364D. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F448365 Supplementary provisions: regulations and interpretation. E+W+S

(1)The Secretary of State may by regulations make further provision as to the information to be given in a company’s annual return, which may amend or repeal the provisions of sections 364 and 364A.

(2)Regulations under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliamant.

(3)For the purposes of this Chapter, except section 363(2)(c) (signature of annual return), a shadow director shall be deemed to be a director.]

Chapter IVU.K. Meetings and Resolutions

MeetingsU.K.

366 Annual general meeting.U.K.

F449. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

366A Election by private company to dispense with annual general meetings.U.K.

F450. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

367 Secretary of State’s power to call meeting in default.U.K.

F451. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

368 Extraordinary general meeting on members’ requisition.U.K.

F452. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

369 Length of notice for calling meetings.U.K.

F453. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

370 General provisions as to meetings and votes.U.K.

F454. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

370AQuorum at meetings of the sole memberE+W+S

F455. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

371 Power of court to order meeting.U.K.

F456. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

372 Proxies.U.K.

F457. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

373 Right to demand a poll.U.K.

F458. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

374 Voting on a poll.U.K.

F459. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

375 Representation of corporations at meetings.U.K.

F460. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

ResolutionsU.K.

376 Circulation of members’ resolutions.U.K.

F461. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

377 In certain cases, compliance with s. 376 not required.U.K.

F462. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

378 Extraordinary and special resolutions.U.K.

F463. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

379 Resolution requiring special notice.U.K.

F464. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

379A Elective resolution of private company.E+W+S

F465. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

380 Registration, etc. of resolutions and agreements.E+W+S

F466. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

381 Resolution passed at adjourned meeting.U.K.

F467. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Written resolutions of private companiesU.K.

381A Written resolutions of private companies.E+W+S

F468. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

381B Duty to notify auditors of proposed written resolutionU.K.

F469. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

381C Written resolutions: supplementary provisions.E+W+S

F470. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Records of proceedingsU.K.

382 Minutes of meetings.U.K.

F471. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

382A Recording of written resolutions.U.K.

F472. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

382BRecording of decisions by the sole memberE+W+S

F473. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

383 Inspection of minute books.U.K.

F474. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

[F475 Appointment of auditorsU.K.

Textual Amendments

F475New ss. 384–388A inserted (subject to the savings and transitional provisions in S.I. 1990/355, arts. 4, 10, Sch. 4) by Companies Act 1989 (c. 40, SIF 27), ss. 118, 119(1), 213(2), (as part of the text inserted to replace Chapter V as mentioned in s. 118 of the 1989 Act)

384 Duty to appoint auditors.E+W+S

F476. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F476S. 384 repealed (1.10.2007 with application to private companies) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)

385 Appointment at general meeting at which accounts laid.E+W+S

F477. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F477S. 385 repealed (1.10.2007 with application to private companies) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)

385A Appointment by private company which is not obliged to lay accounts.E+W+S

F478. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

386 Election by private company to dispense with annual appointment.E+W+S

F479. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

387 Appointment by Secretary of State in default of appointment by company.E+W+S

F480. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F480S. 387 repealed (1.10.2007 with application to private companies) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)

388 Filling of casual vacancies.E+W+S

F481. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F481S. 388 repealed (1.10.2007 with application to private companies) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)

388A Certain companies exempt from obligation to appoint auditorsE+W+S

F482. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

Textual Amendments

F482S. 388A repealed (1.10.2007 with application to private companies) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)

F483389. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

Textual Amendments

Rights of auditorsE+W+S

389A Rights to information.E+W+S

F484. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

389BOffences relating to the provision of information to auditorsE+W+S

F485. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

390 Right to attend company meetings, &c.E+W+S

F486. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Remuneration of auditorsE+W+S

390A Remuneration of auditors.E+W+S

F487. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

390B Disclosure of services provided by auditors or associates and related remunerationE+W+S

F488. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Removal, resignation, &c. of auditorsE+W+S

391 Removal of auditors.E+W+S

F489. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

391A Rights of auditors who are removed or not re-appointed.E+W+S

F490. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

392 Resignation of auditors.E+W+S

F491. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

392A Rights of resigning auditors.E+W+S

F492. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

393 Termination of appointment of auditors not appointed annually.E+W+S

F493. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

394 Statement by person ceasing to hold office as auditor.E+W+S

F494. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

394A Offences of failing to comply with s. 394.E+W+S

F495. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part XIIU.K. Registration of Charges

Modifications etc. (not altering text)

C139Pt. XII (ss. 395 - 424) extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 4

C140Pt. XII (ss. 395-424) excluded (21.2.2009) by Banking Act 2009 (c. 1), ss. {252(2)(a)}, 263(1)(2) (with s. 247); S.I. 2009/296, arts. 2, 3, Sch. para. 11

F496F496Chapter IU.K. Registration of Charges (England and Wales)

Textual Amendments

X1395 Certain charges void if not registered.E+W+S

(1)Subject to the provisions of this Chapter, a charge created by a company registered in England and Wales and being a charge to which this section applies is, so far as any security on the company’s property or undertaking is conferred by the charge, void against the liquidator [F497or administrator]and any creditor of the company, unless the prescribed particulars of the charge together with the instrument (if any) by which the charge is created or evidenced, are delivered to or received by the registrar of companies for registration in the manner required by this Chapter within 21 days after the date of the charge’s creation.

(2)Subsection (1) is without prejudice to any contract or obligation for repayment of the money secured by the charge; and when a charge becomes void under this section, the money secured by it immediately becomes payable.

X2396. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

X3397 Formalities of registration (debentures).E+W+S

(1)Where a series of debentures containing, or giving by reference to another instrument, any charge to the benefit of which the debenture holders of that series are entitled pari passu is created by a company, it is for purposes of section 395 sufficient if there are delivered to or received by the registrar, within 21 days after the execution of the deed containing the charge (or, if there is no such deed, after the execution of any debentures of the series), the following particulars in the prescribed form—

(a)the total amount secured by the whole series, and

(b)the dates of the resolutions authorising the issue of the series and the date of the covering deed (if any) by which the security is created or defined, and

(c)a general description of the property charged, and

(d)the names of the trustees (if any) for the debenture holders,

together with the deed containing the charge or, if there is no such deed, one of the debentures of the series:

Provided that there shall be sent to the registrar of companies, for entry in the register, particulars in the prescribed form of the date and amount of each issue of debentures of the series, but any omission to do this does not affect the validity of any of those debentures.

(2)Where any commission, allowance or discount has been paid or made either directly or indirectly by a company to a person in consideration of his—

(a)subscribing or agreeing to subscribe, whether absolutely or conditionally, for debentures of the company, or

(b)procuring or agreeing to procure subscriptions, whether absolute or conditional, for such debentures,

the particulars required to be sent for registration under section 395 shall include particulars as to the amount or rate per cent. of the commission, discount or allowance so paid or made, but omission to do this does not affect the validity of the debentures issued.

(3)The deposit of debentures as security for a debt of the company is not, for the purposes of subsection (2), treated as the issue of the debentures at a discount.

X4398 Verification of charge on property outside United Kingdom.E+W+S

(1)In the case of a charge created out of the United Kingdom comprising property situated outside the United Kingdom, the delivery to and the receipt by the registrar of companies of a copy (verified in the prescribed manner) of the instrument by which the charge is created or evidenced has the same effect for purposes of sections 395 to 398 as the delivery and receipt of the instrument itself.

(2)In that case, 21 days after the date on which the instrument or copy could, in due course of post (and if despatched with due diligence), have been received in the United Kingdom are substituted for the 21 days mentioned in section 395(1) (or as the case may be, section 397(1)) as the time within which the particulars and instrument or copy are to be delivered to the registrar.

(3)Where a charge is created in the United Kingdom but comprises property outside the United Kingdom, the instrument creating or purporting to create the charge may be sent for registration under section 395 notwithstanding that further proceedings may be necessary to make the charge valid or effectual according to the law of the country in which the property is situated.

(4)Where a charge comprises property situated in Scotland or Northern Ireland and registration in the country where the property is situated is necessary to make the charge valid or effectual according to the law of that country, the delivery to and the receipt by the registrar of a copy (verified in the prescribed manner) of the instrument by which the charge is created or evidenced, together with a certificate in the prescribed form stating that the charge was presented for registration in Scotland or Northern Ireland (as the case may be) on the date on which it was so presented has, for purposes of sections 395 to 398, the same effect as the delivery and receipt of the instrument itself.

X5399 Company’s duty to register charges it creates.E+W+S

(1)It is a company’s duty to send to the registrar of companies for registration the particulars of every charge created by the company and of the issues of debentures of a series requiring registration under sections 395 to 398; but registration of any such charge may be effected on the application of any person interested in it.

(2)Where registration is effected on the application of some person other than the company, that person is entitled to recover from the company the amount of any fees properly paid by him to the registrar on the registration.

(3)If a company fails to comply with subsection (1), then, unless the registration has been effected on the application of some other person, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

X6400 Charges existing on property acquired.E+W+S

(1)This section applies where a company is registered in England and Wales acquires property which is subject to a charge of any such kind as would, if it had been created by the company after the acquisition of the property, have been required to be registered under this Chapter.

(2)The company shall cause the prescribed particulars of the charge, together with a copy (certified in the prescribed manner to be a correct copy) of the instrument (if any) by which the charge was created or is evidenced, to be delivered to the registrar of companies for registration in manner required by this Chapter within 21 days after the date on which the acquisition is completed.

(3)However, if the property is situated and the charge was created outside Great Britain, 21 days after the date on which the copy of the instrument could in due course of post, and if despatched with due diligence, have been received in the United Kingdom is substituted for the 21 days above-mentioned as the time within which the particulars and copy of the instrument are to be delivered to the registrar.

(4)If default is made in complying with this section, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

X7401 Register of charges to be kept by registrar of companies.E+W+S

(1)The registrar of companies shall keep, with respect to each company, a register in the prescribed form of all the charges requiring registration under this Chapter; and he shall enter in the register with respect to such charges the following particulars—

(a)in the case of a charge to the benefit of which the holders of a series of debentures are entitled, the particulars specified in section 397(1),

(b)in the case of any other charge—

(i)if it is a charge created by the company, the date of its creation, and if it is a charge which was existing on property acquired by the company, the date of the acquisition of the property, and

(ii)the amount secured by the charge, and

(iii)short particulars of the property charged, and

(iv)the persons entitled to the charge.

(2)The registrar shall give a certificate of the registration of any charge registered in pursuance of this Chapter, stating the amount secured by the charge.

The certificate—

(a)shall be either signed by the registrar, or authenticated by his official seal, and

(b)is conclusive evidence that the requirements of this Chapter as to registration have been satisfied.

(3)The register kept in pursuance of this section shall be open to inspection by any person.

X8402 Endorsement of certificate on debentures.E+W+S

(1)The company shall cause a copy of every certificate of registration given under section 401 to be endorsed on every debenture or certificate of debenture stock which is issued by the company, and the payment of which is secured by the charge so registered.

(2)But this does not require a company to cause a certificate of registration of any charge so given to be endorsed on any debenture or certificate of debenture stock issued by the company before the charge was created.

(3)If a person knowingly and wilfully authorises or permits the delivery of a debenture or certificate of debenture stock which under this section is required to have endorsed on it a copy of a certificate of registration, without the copy being so endorsed upon it, he is liable (without prejudice to any other liability) to a fine.

X9403. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

X10404 Rectification of register of charges.E+W+S

(1)The following applies if the court is satisfied that the omission to register a charge within the time required by this Chapter or that the omission or mis-statement of any particular with respect to any such charge or in a memorandum of satisfaction was accidental, or due to inadvertence or to some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders of the company, or that on other grounds it is just and equitable to grant relief.

(2)The court may, on the application of the company or a person interested, and on such terms and conditions as seem to the court just and expedient, order that the time for registration shall be extended or, as the case may be, that the omission or mis-statement shall be rectified.

X11405 Registration of enforcement of security.E+W+S

(1)If a person obtains an order for the appointment of a receiver or manager of a company’s property, or appoints such a receiver or manager under powers contained in an instrument, he shall within 7 days of the order or of the appointment under those powers, give notice of the fact to the registrar of companies; and the registrar shall enter the fact in the register of charges.

(2)Where a person appointed receiver or manager of a company’s property under powers contained in an instrument ceases to act as such receiver or manager, he shall, on so ceasing, give the registrar notice to that effect, and the registrar shall enter the fact in the register of charges.

(3)A notice under this section shall be in the prescribed form.

(4)If a person makes default in complying with the requirements of this section, he is liable to a fine and, for continued contravention, to a daily default fine.

X12406 Companies to keep copies of instruments creating charges.E+W+S

(1)Every company shall cause a copy of every instrument creating a charge requiring registration under this Chapter to be kept at its registered office.

(2)In the case of a series of uniform debentures, a copy of one debenture of the series is sufficient.

X13407 Company’s register of charges.E+W+S

(1)Every limited company shall keep at its registered office a register of charges and enter in it all charges specifically affecting property of the company and all floating charges on the company’s undertaking or any of its property.

(2)The entry shall in each case give a short description of the property charged, the amount of the charge and, except in the case of securities to bearer, the names of the persons entitled to it.

(3)If an officer of the company knowingly and wilfully authorises or permits the omission of an entry required to be made in pursuance of this section, he is liable to a fine.

X14408 Right to inspect instruments which create charges, etc.E+W+S

(1)The copies of instruments creating any charge requiring registration under this Chapter with the registrar of companies, and the register of charges kept in pursuance of section 407, shall be open during business hours (but subject to such reasonable restrictions as the company in general meeting may impose, so that not less than 2 hours in each day be allowed for inspection) to the inspection of any creditor or member of the company without fee.

(2)The register of charges shall also be open to the inspection of any other person on payment of such fee, not exceeding 5 pence, for each inspection, as the company may prescribe.

(3)If inspection of the copies referred to, or of the register, is refused, every officer of the company who is in default is liable to a fine and, for continued contravention, to a daily default fine.

(4)If such a refusal occurs in relation to a company registered in England and Wales, the court may by order compel an immediate inspection of the copies or register.

X15409 Charges on property in England and Wales created by oversea company.E+W+S

(1)This Chapter extends to charges on property in England and Wales which are created, and to charges on property in England and Wales which is acquired, by a company (whether a company within the meaning of this Act or not) incorporated outside Great Britain which has an established place of business in England and Wales.

(2)In relation to such a company, sections 406 and 407 apply with the substitution, for the reference to the company’s registered office, of a reference to its principal place of business in England and Wales.

F504F504Chapter IIU.K. Registration of Charges (Scotland)

Textual Amendments

X16410. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

X17411 Charges on property outside United Kingdom.U.K.

(1)In the case of a charge created out of the United Kingdom comprising property situated outside the United Kingdom, the period of 21 days after the date on which the copy of the instrument creating it could (in due course of post, and if despatched with due diligence) have been received in the United Kingdom is substituted for the period of 21 days after the date of the creation of the charge as the time within which, under section 410(2), the particulars and copy are to be delivered to the registrar.

(2)Where a charge is created in the United Kingdom but comprises property outside the United Kingdom, the copy of the instrument creating or purporting to create the charge may be sent for registration under section 410 notwithstanding that further proceedings may be necessary to make the charge valid or effectual according to the law of the country in which the property is situated.

X18412 Negotiable instrument to secure book debts.U.K.

Where a negotiable instrument has been given to secure the payment of any book debts of a company, the deposit of the instrument for the purpose of securing an advance to the company is not, for purposes of section 410, to be treated as a charge on those book debts.

X19413 Charges associated with debentures.U.K.

(1)The holding of debentures entitling the holder to a charge on land is not, for the purposes of section 410, deemed to be an interest in land.

(2)Where a series of debentures containing, or giving by reference to any other instrument, any charge to the benefit of which the debenture-holders of that series are entitled pari passu, is created by a company, it is sufficient for purposes of section 410 if there are delivered to or received by the registrar of companies within 21 days after the execution of the deed containing the charge or, if there is no such deed, after the execution of any debentures of the series, the following particulars in the prescribed form—

(a)the total amount secured by the whole series,

(b)the dates of the resolutions authorising the issue of the series and the date of the covering deed (if any) by which the security is created or defined,

(c)a general description of the property charged,

(d)the names of the trustees (if any) for the debenture holders, and

(e)in the case of a floating charge, a statement of any provisions of the charge and of any instrument relating to it which prohibit or restrict or regulate the power of the company to grant further securities ranking in priority to, or pari passu with, the floating charge, or which vary or otherwise regulate the order of ranking of the floating charge in relation to subsisting securities,

together with a copy of the deed containing the charge or, if there is no such deed, of one of the debentures of the series:

Provided that, where more than one issue is made of debentures in the series, there shall be sent to the registrar of companies for entry in the register particulars (in the prescribed form) of the date and amount of each issue of debentures of the series, but any omission to do this does not affect the validity of any of those debentures.

(3)Where any commission, allowance or discount has been paid or made, either directly or indirectly, by a company to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any debentures of the company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any such debentures, the particulars required to be sent for registration under section 410 include particulars as to the amount or rate per cent. of the commission, discount or allowance so paid or made; but any omission to do this does not affect the validity of the debentures issued.

The deposit of any debentures as security for any debt of the company is not, for purposes of this subsection, treated as the issue of the debentures at a discount.

X20414 Charge by way of ex facie absolute disposition, etc.U.K.

(1)For the avoidance of doubt, it is hereby declared that, in the case of a charge created by way of an ex facie absolute disposition or assignation qualified by a back letter or other agreement, or by a standard security qualified by an agreement, compliance with section 410(2) does not of itself render the charge unavailable as security for indebtedness incurred after the date of compliance.

(2)Where the amount secured by a charge so created is purported to be increased by a further back letter or agreement, a further charge is held to have been created by the ex facie absolute disposition or assignation or (as the case may be) by the standard security, as qualified by the further back letter or agreement; and the provisions of this Chapter apply to the further charge as if—

(a)references in this Chapter (other than in this section) to the charge were references to the further charge, and

(b)references to the date of the creation of the charge were references to the date on which the further back letter or agreement was executed.

X21415 Company’s duty to register charges created by it.U.K.

(1)It is a company’s duty to send to the registrar of companies for registration the particulars of every charge created by the company and of the issues of debentures of a series requiring registration under sections 410 to 414; but registration of any such charge may be effected on the application of any person interested in it.

(2)Where registration is effected on the application of some person other than the company, that person is entitled to recover from the company the amount of any fees properly paid by him to the registrar on the registration.

(3)If a company makes default in sending to the registrar for registration the particulars of any charge created by the company or of the issues of debentures of a series requiring registration as above mentioned, then, unless the registration has been effected on the application of some other person, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

X22416 Duty to register charges existing on property acquired.U.K.

(1)Where a company acquires any property which is subject to a charge of any kind as would, if it had been created by the company after the acquisition of the property, have been required to be registered under this Chapter, the company shall cause the prescribed particulars of the charge, together with a copy (certified in the prescribed manner to be a correct copy) of the instrument (if any) by which the charge was created or is evidenced, to be delivered to the registrar of companies for registration in the manner required by this Chapter within 21 days after the date on which the transaction was settled.

(2)If, however, the property is situated and the charge was created outside Great Britain, 21 days after the date on which the copy of the instrument could (in due course of post, and if despatched with due diligence) have been received in the United Kingdom are substituted for 21 days after the settlement of the transaction as the time within which the particulars and the copy of the instrument are to be delivered to the registrar.

(3)If default is made in complying with this section, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

X23417 Register of charges to be kept by registrar of companies.U.K.

(1)The registrar of companies shall keep, with respect to each company, a register in the prescribed form of all the charges requiring registration under this Chapter, and shall enter in the register with respect to such charges the particulars specified below.

(2)In the case of a charge to the benefit of which the holders of a series of debentures are entitled, there shall be entered in the register the particulars specified in section 413(2).

(3)In the case of any other charge, there shall be entered—

(a)if it is a charge created by the company, the date of its creation, and if it was a charge existing on property acquired by the company, the date of the acquisition of the property,

(b)the amount secured by the charge,

(c)short particulars of the property charged,

(d)the persons entitled to the charge, and

(e)in the case of a floating charge, a statement of any of the provisions of the charge and of any instrument relating to it which prohibit or restrict or regulate the company’s power to grant further securities ranking in priority to, or pari passu with, the floating charge, or which vary or otherwise regulate the order of ranking of the floating charge in relation to subsisting securities.

(4)The register kept in pursuance of this section shall be open to inspection by any person.

X24418 Certificate of registration to be issued.U.K.

(1)The registrar of companies shall give a certificate of the registration of any charge registered in pursuance of this Chapter.

(2)The certificate—

(a)shall be either signed by the registrar, or authenticated by his official seal,

(b)shall state the name of the company and the person first-named in the charge among those entitled to the benefit of the charge (or, in the case of a series of debentures, the name of the holder of the first such debenture to be issued) and the amount secured by the charge, and

(c)is conclusive evidence that the requirements of this Chapter as to registration have been complied with.

X25419. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

X26420 Rectification of register.U.K.

The court, on being satisfied that the omission to register a charge within the time required by this Act or that the omission or mis-statement of any particular with respect to any such charge or in a memorandum of satisfaction was accidental, or due to inadvertence or to some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders of the company, or that it is on other grounds just and equitable to grant relief, may, on the application of the company or any person interested, and on such terms and conditions as seem to the court just and expedient, order that the time for registration shall be extended or (as the case may be) that the omission or mis-statement shall be rectified.

X27421 Copies of instruments creating charges to be kept by company.U.K.

(1)Every company shall cause a copy of every instrument creating a charge requiring registration under this Chapter to be kept at the company’s registered office.

(2)In the case of a series of uniform debentures, a copy of one debenture of the series is sufficient.

X28422 Company’s register of charges.U.K.

(1)Every company shall keep at its registered office a register of charges and enter in it all charges specifically affecting property of the company, and all floating charges on any property of the company.

(2)There shall be given in each case a short description of the property charged, the amount of the charge and, except in the case of securities to bearer, the names of the persons entitled to it.

(3)If an officer of the company knowingly and wilfully authorises or permits the omission of an entry required to be made in pursuance of this section, he is liable to a fine.

X29423 Right to inspect copies of instruments, and company’s register.U.K.

(1)The copies of instruments creating charges requiring registration under this Chapter with the registrar of companies, and the register of charges kept in pursuance of section 422, shall be open during business hours (but subject to such reasonable restrictions as the company in general meeting may impose, so that not less than 2 hours in each day be allowed for inspection) to the inspection of any creditor or member of the company without fee.

(2)The register of charges shall be open to the inspection of any other person on payment of such fee, not exceeding 5 pence for each inspection, as the company may prescribe.

(3)If inspection of the copies or register is refused, every officer of the company who is in default is liable to a fine and, for continued contravention, to a daily default fine.

(4)If such a refusal occurs in relation to a company, the court may by order compel an immediate inspection of the copies or register.

X30424 Extension of Chapter II.U.K.

(1)This Chapter extends to charges on property in Scotland which are created, and to charges on property in Scotland which is acquired, by a company incorporated outside Great Britain which has a place of business in Scotland.

(2)In relation to such a company, sections 421 and 422 apply with the substitution, for the reference to the company’s registered office, of a reference to its principal place of business in Scotland.

Part XIIIE+W+S Arrangements and Reconstructions

Modifications etc. (not altering text)

C177Part XIII modified by S.I. 1989/1461, reg. 2

C178Part XIII (ss. 425-430) modified (E.W.) (1.12.1991) by Statutory Water Companies Act 1991 (c. 58, SIF 130), ss. 9(1), 17(2)

C180Part XIII modified by S.I. 1989/1461, reg. 2

425 Power of company to compromise with creditors and members.E+W+S

F511. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

426 Information as to compromise to be circulated.E+W+S

F512. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

427 Provisions for facilitating company reconstruction or amalgamation.E+W+S

F513. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

427A Application of ss. 425–427 to mergers and divisions of public companies.E+W+S

F514. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F515Part XIIIAE+W+S Takeover Offers

Textual Amendments

Modifications etc. (not altering text)

C182Pt. XIIIA (ss. 428-430F) modified (12.2.1992) by S.I. 1992/225, reg. 121, Sch. 8 para. 9(3).

428 Takeover offers.E+W+S

F516. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

429 Right of offeror to buy out minority shareholders.E+W+S

F517. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

430 Effect of notice under s. 429.E+W+S

F518. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

430A Right of minority shareholder to be bought out by offeror.E+W+S

F519. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

430B Effect of requirement under s. 430A.E+W+S

F520. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

430C Applications to the court.E+W+S

F521. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

430D Joint offers.E+W+S

F522. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

430E Associates.E+W+S

F523. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

430F Convertible securities.E+W+S

F524. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part XIVU.K.Investigation of Companies and Their Affairs; Requisition of Documents

Modifications etc. (not altering text)

C183Pt. 14 power to apply (with modifications) (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), ss. 135, 154 (with Sch. 5)

Appointment and functions of inspectorsU.K.

431 Investigation of a company on its own application or that of its members.U.K.

(1)The Secretary of State may appoint one or more competent inspectors to investigate the affairs of a company and to [F525report the result of their investigations to him] .

(2)The appointment may be made—

(a)in the case of a company having a share capital, on the application either of not less than 200 members or of members holding not less than one-tenth of the shares issued, [F526(excluding any shares held as treasury shares)]

(b)in the case of a company not having a share capital, on the application of not less than one-fifth in number of the persons on the company’s register of members, and

(c)in any case, on application of the company.

(3)The application shall be supported by such evidence as the Secretary of State may require for the purpose of showing that the applicant or applicants have good reason for requiring the investigation.

(4)The Secretary of State may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding £5,000, or such other sum as he may by order specify, for payment of the costs of the investigation.

An order under this subsection shall be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

Textual Amendments

F525Words in s. 431(1) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1035(2), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)

F526Words in s. 431(2)(a) inserted (1.12.2003) by The Companies (Acquisition of Own Shares)(Treasury Shares) Regulations 2003 (S.I. 2003/1116), reg. 4, {Sch. para. 28}

Modifications etc. (not altering text)

C184S. 431 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

432 Other company investigations.U.K.

(1)The Secretary of State shall appoint one or more competent inspectors to investigate the affairs of a company and [F527report the result of their investigations to him], if the court by order declares that its affairs out to be so investigated.

(2)The Secretary of State may make such an appointment if it appears to him that there are circumstances suggesting—

(a)that the company’s affairs are being or have been conducted with intent to defraud its creditors or the creditors of any other person, or otherwise for a fraudulent or unlawful purpose, or in a manner which is unfairly prejudicial to some part of its members, or

(b)that any actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial, or that the company was formed for any fraudulent or unlawful purpose, or

(c)that persons concerned with the company’s formation or the management of its affairs have in connection therewith been guilty of fraud, misfeasance or other misconduct towards it or towards its members, or

(d)that the company’s members have not been given all the information with respect to its affairs which they might reasonably expect.

[F528(2A)Inspectors may be appointed under subsection (2) on terms that any report they may make is not for publication; and in such a case, the provisions of section 437(3) (availability and publication of inspectors’ reports) do not apply.]

(3)Subsections (1) and (2) are without prejudice to the powers of the Secretary of State under section 431; and the power conferred by subsection (2) is exercisable with respect to a body corporate notwithstanding that it is in course of being voluntarily wound up.

(4)The reference in subsection (2)(a) to a company’s members includes any person who is not a member but to whom shares in the company have been transferred or transmitted by operation of law.

Textual Amendments

F527Words in s. 432(1) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1035(3), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)

Modifications etc. (not altering text)

C185S. 432 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

C187S. 432(1)(2) extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 5

433 Inspectors’ powers during investigation.U.K.

(1)If inspectors appointed under section 431 or 432 to investigate the affairs of a company think it necessary for the purposes of their investigation to investigate also the affairs of another body corporate which is or at any relevant time has been the company’s subsidiary or holding company, or a subsidiary of its holding company or a holding company of its subsidiary, they have power to do so; and they shall report on the affairs of the other body corporate so far as they think that the results of their investigation of its affairs are relevant to the investigation of the affairs of the company first mentioned above.

F529(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Modifications etc. (not altering text)

C188S. 433 applied (wih modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

434 Production of documents and evidence to inspectors.U.K.

(1)When inspectors are appointed under section 431 or 432, it is the duty of all officers and agents of the company, and of all officers and agents of any other body corporate whose affairs are investigated under section 433(1)—

(a)to produce to the inspectors all [F530documents] of or relating to the company or, as the case may be, the other body corporate which are in their custody or power,

(b)to attend before the inspectors when required to do so, and

(c)otherwise to give the inspectors all assistance in connection with the investigation which they are reasonably able to give.

[F531(2)If the inspectors consider that an officer or agent of the company or other body corporate, or any other person, is or may be in possession of information relating to a matter which they believe to be relevant to the investigation, they may require him—

(a)to produce to them any documents in his custody or power relating to that matter,

(b)to attend before them, and

(c)otherwise to give them all assistance in connection with the investigation which he is reasonably able to give;

and it is that person’s duty to comply with the requirement.]

[F532(3)An inspector may for the purposes of the investigation examine any person on oath, and may administer an oath accordingly.]

(4)In this section a reference to officers or to agents includes past, as well as present, officers or agents (as the case may be); and “agents”, in relation to a company or other body corporate, includes its bankers and solicitors and persons employed by it as auditors, whether these persons are or are not officers of the company or other body corporate.

(5)An answer given by a person to a question put to him in exercise of powers conferred by this section (whether as it has effect in relation to an investigation under any of sections 431 to 433, or as applied by any other section in this Part) may be used in evidence against him.

[F533(5A)However, in criminal proceedings in which that person is charged with an offence to which this subsection applies—

(a)no evidence relating to the answer may be adduced, and

(b)no question relating to it may be asked,

by or on behalf of the prosecution, unless evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that person.

(5B)Subsection (5A) applies to any offence other than—

(a)an offence under section 2 or 5 of the Perjury Act 1911 (false statements made on oath otherwise than in judicial proceedings or made otherwise than on oath); or

(b)an offence under section 44(1) or (2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (false statements made on oath or otherwise than on oath)[F534; or

(c)an offence under Article 7 or 10 of the Perjury (Northern Ireland) Order 1979 (false statements made on oath otherwise than in judicial proceedings or made otherwise than on oath).]]

[F535(6)In this section “document” includes information recorded in any form.

(7)The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document—

(a)in hard copy form, or

(b)in a form from which a hard copy can be readily obtained.

(8)An inspector may take copies of or extracts from a document produced in pursuance of this section.]

Textual Amendments

F530Words in s. 434(1)(a) substituted by Companies Act 1989 (c. 40, SIF 27), ss. 56(2), 213(2)

F533S. 434(5A)(5B) inserted (14.4.2000 for E.W.N.I. and 1.1.2001 for S.) by 1999 c. 23, ss. 59, 68(3), Sch. 3 para. 5 (with Sch. 7 para. 5(2)); S.I. 2000/1034, art. 2(a); S.S.I. 2000/445, art. 2

F535S. 434(6)-(8) substituted for s. 434(6) (1.10.2007) by Companies Act 2006 (c. 46), ss. 1038(1), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)

Modifications etc. (not altering text)

C190S. 434 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 6

C191S. 434 applied (with modifications) by Financial Services Act 1986 (c. 60, SIF 69), s. 94(3)(7)

S. 434 applied (with modifications) (6.1.1997) by S.I. 1996/2827, reg. 22(3)(4)

C192S. 434 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

C194S. 434(4) amended (E.W.)(01.01.1992) by S.I. 1991/2684, arts. 2(1), 4, 5, Sch. 1.

F536435. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

Textual Amendments

436 Obstruction of inspectors treated as contempt of court.U.K.

[F537(1)If any person—

(a)fails to comply with section 434(1)(a) or (c),

(b)refuses to comply with a requirement under section 434(1)(b) or (2), or

(c)refuses to answer any question put to him by the inspectors for the purposes of the investigation,

the inspectors may certify that fact in writing to the court.]

(3)The court may thereupon enquire into the case; and, after hearing any witnesses who may be produced against or on behalf of the alleged offender and after hearing any statement which may be offered in defence, the court may punish the offender in like manner as if he had been guilty of contempt of the court.

Textual Amendments

F537S. 436(1) substituted for subsections (1)(2) by Companies Act 1989 (c. 40, SIF 27), ss. 56(6), 213(2)

Modifications etc. (not altering text)

C195S. 436 applied (with modifications) by Financial Services Act 1986 (c. 60, SIF 69), s. 94(3)(7)

S. 436 applied (with modifications) (6.1.1997) by S.I. 1996/2827, reg. 22(3)(4)

C196S. 436 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 7

C197S. 436 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

437 Inspectors’ reports.U.K.

(1)The inspectors may, and if so directed by the Secretary of State shall, make interim reports to the Secretary of State, and on the conclusion of their investigation shall make a final report to him.

F538. . .

[F539(1A)Any persons who have been appointed under section 431 or 432 may at any time and, if the Secretary of State directs them to do so, shall inform him of any matters coming to their knowledge as a result of their investigations.]

(1B)F540. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1C)F540. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)If the inspectors were appointed under section 432 in pursuance of an order of the court, the Secretary of State shall furnish a copy of any report of theirs to the court.

[F541(2A)If the company is registered under the Companies Act 2006 in Northern Ireland, the Secretary of State must send a copy of any interim or final report by the inspectors to the Department of Enterprise, Trade and Investment in Northern Ireland.]

(3)In any case the Secretary of State may, if he thinks fit—

(a)forward a copy of any report made by the inspectors to the company’s registered office,

(b)furnish a copy on request and on payment of the prescribed fee to—

(i)any member of the company or other body corporate which is the subject of the report,

(ii)any person whose conduct is referred to in the report,

(iii)the auditors of that company or body corporate,

(iv)the applicants for the investigation,

(v)any other person whose financial interests appear to the Secretary of State to be affected by the matters dealt with in the report, whether as a creditor of the company or body corporate, or otherwise, and

(c)cause any such report to be printed and published.

Textual Amendments

Modifications etc. (not altering text)

C199S. 437 extended (with modifications) by S.I. 1989/638, regs. 18, 21

C200S. 437 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

438 Power to bring civil proceedings on company’s behalf.U.K.

F542. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

439 Expenses of investigating a company’s affairs.U.K.

[F543(1)The expenses of an investigation under any of the powers conferred by this Part shall be defrayed in the first instance by the Secretary of State, but he may recover those expenses from the persons liable in accordance with this section.

There shall be treated as expenses of the investigation, in particular, such reasonable sums as the Secretary of State may determine in respect of general staff costs and overheads.]

(2)A person who is convicted on a prosecution instituted as a result of the investigation F544. . . may in the same proceedings be ordered to pay those expenses to such extent as may be specified in the order.

(3)F545. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)A body corporate dealt with by [F546an inspectors’ report], where the inspectors were appointed otherwise than of the Secretary of State’s own motion, is liable except where it was the applicant for the investigation, and except so far as the Secretary of State otherwise directs.

[F547(5)Where inspectors were appointed—

(a)under section 431, or

(b)on an application under section 442(3),

the applicant or applicants for the investigation is or are liable to such extent (if any) as the Secretary of State may direct.]

(6)The report of inspectors appointed otherwise than of the Secretary of State’s own motion may, if they think fit, and shall if the Secretary of State so directs, include a recommendation as to the directions (if any) which they think appropriate, in the light of their investigation, to be given under subsection (4) or (5) of this section.

(7)F548. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8)Any liability to repay the Secretary of State imposed by [F549subsection (2)] above is (subject to satisfaction of his right to repayment) a liability also to indemnify all persons against liability under subsections (4) and (5)F550. . . .

(9)A person liable under any one of those subsections is entitled to contribution from any other person liable under the same subsection, according to the amount of their respective liabilities under it.

(10)Expenses to be defrayed by the Secretary of State under this section shall, so far as not recovered under it, be paid out of money provided by Parliament.

Textual Amendments

F544Words in s. 439(2) repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1176(2)(a), 1295, 1300, Sch. 16 (with s. 1176(4)); S.I. 2006/3428, arts. 4(1)(b), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))

F549Words in s. 439(8) substituted (6.4.2007) by Companies Act 2006 (c. 46), ss. 1176(2)(c)(i), 1300 (with s. 1176(4)); S.I. 2006/3428, art. 4(1)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))

F550Words in s. 439(8) repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1176(2)(c)(ii), 1295, 1300, Sch. 16 (with s. 1176(4)); S.I. 2006/3428, art. 4(1)(b), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))

Modifications etc. (not altering text)

C202S. 439 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 8

C203S. 439 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

F551440 Power of Secretary of State to present winding-up petition.U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F551S. 440 repealed and superseded by Companies Act 1989 (c. 40, SIF 27), ss. 60, 212, 213(2), Sch. 24 and amended by 1995 c. 40, s. 5, Sch. 4 para. 56

441 Inspectors’ report to be evidence.U.K.

(1)A copy of any report of inspectors appointed under [F552this Part], certified by the Secretary of State to be a true copy, is admissible in any legal proceedings as evidence of the opinion of the inspectors in relation to any matter contained in the report [F553and, in proceedings on an application under [F554section 8 of the Company Directors Disqualification Act 1986][F555or Article 11 of the Company Directors Disqualification (Northern Ireland) Order 2002], as evidence of any fact stated therein].

(2)A document purporting to be such a certificate as is mentioned above shall be received in evidence and be deemed to be such a certificate, unless the contrary is proved.

Textual Amendments

Modifications etc. (not altering text)

C205S. 441 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 9

C206S. 441 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

Other powers of investigation available to the Secretary of StateU.K.

442 Power to investigate company ownership.U.K.

(1)Where it appears to the Secretary of State that there is good reason to do so, he may appoint one or more competent inspectors to investigate and report on the membership of any company, and otherwise with respect to the company, for the purpose of determining the true persons who are or have been financially interested in the success or failure (real or apparent) of the company or able to control or materially to influence its policy.

(2)F556. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F557(3)If an application for investigation under this section with respect to particular shares or debentures of a company is made to the Secretary of State by members of the company, and the number of applicants or the amount of shares held by them is not less than that required for an application for the appointment of inspectors under section 431(2)(a) or (b), then, subject to the following provisions, the Secretary of State shall appoint inspectors to conduct the investigation applied for.

(3A)The Secretary of State shall not appoint inspectors if he is satisfied that the application is vexatious; and where inspectors are appointed their terms of appointment shall exclude any matter in so far as the Secretary of State is satisfied that it is unreasonable for it to be investigated.

(3B)The Secretary of State may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding £5,000, or such other sum as he may by order specify, for payment of the costs of the investigation.

An order under this subsection shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

(3C)If on an application under subsection (3) it appears to the Secretary of State that the powers conferred by section 444 are sufficient for the purposes of investigating the matters which inspectors would be appointed to investigate, he may instead conduct the investigation under that section.]

(4)Subject to the terms of their appointment, the inspectors’ powers extend to the investigation of any circumstances suggesting the existance of an arrangement or understanding which, though not legally binding, is or was observed or likely to be observed in practice and which is relevant to the purposes of the investigation.

Textual Amendments

F557S. 442(3)–(3C) substituted for s. 442(3) by Companies Act 1989 (c. 40, SIF 27), ss. 62, 213(2)

443 Provisions applicable on investigation under s. 442.U.K.

(1)For purposes of an investigation under section 442, sections 433(1), 434, 436 and 437 apply with the necessary modifications of references to the affairs of the company or to those of any other body corporate, subject however to the following subsections.

(2)Those sections apply to—

(a)all persons who are or have been, or whom the inspector has reasonable cause to believe to be or have been, financially interested in the success or failure or the apparent success or failure of the company or any other body corporate whose membership is investigated with that of the company, or able to control or materially influence its policy (including persons concerned only on behalf of others), and

(b)any other person whom the inspector has reasonable cause to believe possesses information relevant to the investigation,

as they apply in relation to officers and agents of the company or the other body corporate (as the case may be).

(3)If the Secretary of State is of opinion that there is good reason for not divulging any part of a report made by virtue of section 442 and this section, he may under section 437 disclose the report with the omission of that part; and he may cause to be kept by the registrar of companies a copy of the report with that part omitted or, in the case of any other such report, a copy of the whole report.

F558(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

444 Power to obtain information as to those interested in shares, etc.U.K.

(1)If it appears to the Secretary of State that there is good reason to investigate the ownership of any shares in or debentures of a company and that it is unnecessary to appoint inspectors for the purpose, he may require any person whom he has reasonable cause to believe to have or to be able to obtain any information as to the present and past interests in those shares or debentures and the names and addresses of the persons interested and of any persons who act or have acted on their behalf in relation to the shares or debentures to give any such information to the Secretary of State.

(2)For this purpose a person is deemed to have an interest in shares or debentures if he has any right to acquire or dispose of them or of any interest in them, or to vote in respect of them, or if his consent is necessary for the exercise of any of the rights of other persons interested in them, or if other persons interested in them can be required, or are accustomed, to exercise their rights in accordance with his instructions.

(3)A person who fails to give information required of him under this section, or who in giving such information makes any statement which he knows to be false in a material particular, or recklessly makes any statement which is false in a material particular, [F559commits an offence] .

[F560(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 [F561one-fiftieth of the greater of £5,000 or the amount corresponding to level 4 on the standard scale for summary offences];

(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.]

Textual Amendments

F559Words in s. 444(3) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 1(1) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1 (as amended by S.I. 2007/3495, art. 10; S.I. 2008/674, Sch. 3 paras. 1, 2 and revoked by S.I. 2008/2860, art. 6))

F560S. 444(4) added (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 1(2) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1) (as amended by S.I. 2007/3495, art. 10; S.I. 2008/674, Sch. 3 paras. 1, 2 and revoked by S.I. 2008/2860, art. 6)

445 Power to impose restrictions on shares and debentures.U.K.

(1)If in connection with an investigation under either section 442 or 444 it appears to the Secretary of State that there is difficulty in finding out the relevant facts about any shares (whether issued or to be issued), he may by order direct that the shares shall until further order be subject to the restrictions of Part XV of this Act.

F562[(1A)If the Secretary of State is satisfied that an order under subsection (1) may unfairly affect the rights of third parties in respect of shares then the Secretary of State, for the purpose of protecting such rights and subject to such terms as he thinks fit, may direct that such acts by such persons or descriptions of persons and for such purposes as may be set out in the order, shall not constitute a breach of the restrictions of Part XV of this Act.]

(2)This section, and Part XV in its application to orders under it, apply in relation to debentures as in relation to shares [F563save that subsection (1A) shall not so apply.]

Textual Amendments

F562S. 445(1A) inserted by S.I. 1991/1646, reg. 5(a)

F563Words in s. 445(2) inserted by S.I. 1991/1646, reg. 5(b)

446 Investigation of share dealings.U.K.

F564. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Prospective

[F565Powers of Secretary of State to give directions to inspectorsU.K.

Textual Amendments

F565Ss. 446A, 446B and preceding cross-heading inserted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1035(1), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)

446AGeneral powers to give directionsU.K.

(1)In exercising his functions an inspector shall comply with any direction given to him by the Secretary of State under this section.

(2)The Secretary of State may give an inspector appointed under section 431, 432(2) or 442(1) a direction—

(a)as to the subject matter of his investigation (whether by reference to a specified area of a company's operation, a specified transaction, a period of time or otherwise), or

(b)which requires the inspector to take or not to take a specified step in his investigation.

(3)The Secretary of State may give an inspector appointed under any provision of this Part a direction requiring him to secure that a specified report under section 437—

(a)includes the inspector's views on a specified matter,

(b)does not include any reference to a specified matter,

(c)is made in a specified form or manner, or

(d)is made by a specified date.

(4)A direction under this section—

(a)may be given on an inspector's appointment,

(b)may vary or revoke a direction previously given, and

(c)may be given at the request of an inspector.

(5)In this section—

(a)a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 433(1) (power to investigate affairs of holding company or subsidiary);

(b)“specified” means specified in a direction under this section.

Modifications etc. (not altering text)

446BDirection to terminate investigationU.K.

(1)The Secretary of State may direct an inspector to take no further steps in his investigation.

(2)The Secretary of State may give a direction under this section to an inspector appointed under section 432(1) or 442(3) only on the grounds that it appears to him that—

(a)matters have come to light in the course of the inspector's investigation which suggest that a criminal offence has been committed, and

(b)those matters have been referred to the appropriate prosecuting authority.

(3)Where the Secretary of State gives a direction under this section, any direction already given to the inspector under section 437(1) to produce an interim report, and any direction given to him under section 446A(3) in relation to such a report, shall cease to have effect.

(4)Where the Secretary of State gives a direction under this section, the inspector shall not make a final report to the Secretary of State unless—

(a)the direction was made on the grounds mentioned in subsection (2) and the Secretary of State directs the inspector to make a final report to him, or

(b)the inspector was appointed under section 432(1) (appointment in pursuance of order of the court).

(5)An inspector shall comply with any direction given to him under this section.

(6)In this section, a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 433(1) (power to investigate affairs of holding company or subsidiary).]

Modifications etc. (not altering text)

Prospective

[F566Resignation, removal and replacement of inspectorsU.K.

Textual Amendments

F566Ss. 446C, 446D and preceding cross-heading inserted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1036, 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)

446CResignation and revocation of appointmentU.K.

(1)An inspector may resign by notice in writing to the Secretary of State.

(2)The Secretary of State may revoke the appointment of an inspector by notice in writing to the inspector.

Modifications etc. (not altering text)

446DAppointment of replacement inspectorsU.K.

(1)Where—

(a)an inspector resigns,

(b)an inspector's appointment is revoked, or

(c)an inspector dies,

the Secretary of State may appoint one or more competent inspectors to continue the investigation.

(2)An appointment under subsection (1) shall be treated for the purposes of this Part (apart from this section) as an appointment under the provision of this Part under which the former inspector was appointed.

(3)The Secretary of State must exercise his power under subsection (1) so as to secure that at least one inspector continues the investigation.

(4)Subsection (3) does not apply if—

(a)the Secretary of State could give any replacement inspector a direction under section 446B (termination of investigation), and

(b)such a direction would (under subsection (4) of that section) result in a final report not being made.

(5)In this section, references to an investigation include any investigation the former inspector conducted under section 433(1) (power to investigate affairs of holding company or subsidiary).]

Modifications etc. (not altering text)

Prospective

[F567Power to obtain information from former inspectors etcU.K.

Textual Amendments

F567S. 446E and preceding cross-heading inserted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1037(1), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)

446EObtaining information from former inspectors etcU.K.

(1)This section applies to a person who was appointed as an inspector under this Part—

(a)who has resigned, or

(b)whose appointment has been revoked.

(2)This section also applies to an inspector to whom the Secretary of State has given a direction under section 446B (termination of investigation).

(3)The Secretary of State may direct a person to whom this section applies to produce documents obtained or generated by that person during the course of his investigation to—

(a)the Secretary of State, or

(b)an inspector appointed under this Part.

(4)The power under subsection (3) to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document—

(a)in hard copy form, or

(b)in a form from which a hard copy can be readily obtained.

(5)The Secretary of State may take copies of or extracts from a document produced in pursuance of this section.

(6)The Secretary of State may direct a person to whom this section applies to inform him of any matters that came to that person's knowledge as a result of his investigation.

(7)A person shall comply with any direction given to him under this section.

(8)In this section—

(a)references to the investigation of a former inspector or inspector include any investigation he conducted under section 433(1) (power to investigate affairs of holding company or subsidiary), and

(b)“document” includes information recorded in any form.]

Modifications etc. (not altering text)

Requisition and seizure of books and papersU.K.

[F568447Power to require documents and informationU.K.

(1)The Secretary of State may act under subsections (2) and (3) in relation to a company.

(2)The Secretary of State may give directions to the company requiring it—

(a)to produce such documents (or documents of such description) as may be specified in the directions;

(b)to provide such information (or information of such description) as may be so specified.

(3)The Secretary of State may authorise a person (an investigator) to require the company or any other person—

(a)to produce such documents (or documents of such description) as the investigator may specify;

(b)to provide such information (or information of such description) as the investigator may specify.

(4)A person on whom a requirement under subsection (3) is imposed may require the investigator to produce evidence of his authority.

(5)A requirement under subsection (2) or (3) must be complied with at such time and place as may be specified in the directions or by the investigator (as the case may be).

(6)The production of a document in pursuance of this section does not affect any lien which a person has on the document.

(7)The Secretary of State or the investigator (as the case may be) may take copies of or extracts from a document produced in pursuance of this section.

(8)A “document” includes information recorded in any form.

[F569(9)The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document—

(a)in hard copy form, or

(b)in a form from which a hard copy can be readily obtained.]]

Textual Amendments

Modifications etc. (not altering text)

C214S. 447 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 10

C215S. 447 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

[F570447AInformation provided: evidenceU.K.

(1)A statement made by a person in compliance with a requirement under section 447 may be used in evidence against him.

(2)But in criminal proceedings in which the person is charged with a relevant offence—

(a)no evidence relating to the statement may be adduced by or on behalf of the prosecution, and

(b)no question relating to it may be asked by or on behalf of the prosecution,

unless evidence relating to it is adduced or a question relating to it is asked in the proceedings by or on behalf of that person.

(3)A relevant offence is any offence other than the following—

(a)an offence under section 451,

(b)an offence under section 5 of the Perjury Act 1911 (false statement made otherwise than on oath), or

(c)an offence under section 44(2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (false statement made otherwise than on oath)[F571, or

(d)an offence under Article 10 of the Perjury (Northern Ireland) Order 1979 (false statements made otherwise than on oath).]]

Textual Amendments

Modifications etc. (not altering text)

[F572448 Entry and search of premises.U.K.

(1)A justice of the peace may issue a warrant under this section if satisfied on information on oath given by or on behalf of the Secretary of State, or by a person appointed or authorised to exercise powers under this Part, that there are reasonable grounds for believing that there are on any premises documents whose production has been required under this Part and which have not been produced in compliance with the requirement.

(2)A justice of the peace may also issue a warrant under this section if satisfied on information on oath given by or on behalf of the Secretary of State, or by a person appointed or authorised to exercise powers under this Part—:

(a)that there are reasonable grounds for believing that an offence has been committed for which the penalty on conviction on indictment is imprisonment for a term of not less than two years and that there are on any premises documents relating to whether the offence has been committed,

(b)that the Secretary of State, or the person so appointed or authorised, has power to require the production of the documents under this Part, and

(c)that there are reasonable grounds for believing that if production was so required the documents would not be produced but would be removed from the premises, hidden, tampered with or destroyed.

(3)A warrant under this section shall authorise a constable, together with any other person named in it and any other constables—

(a)to enter the premises specified in the information, using such force as is reasonably necessary for the purpose;

(b)to search the premises and take possession of any documents appearing to be such documents as are mentioned in subsection (1) or (2), as the case may be, or to take, in relation to any such documents, any other steps which may appear to be necessary for preserving them or preventing interference with them;

(c)to take copies of any such documents; and

(d)to require any person named in the warrant to provide an explanation of them or to state where they may be found.

(4)If in the case of a warrant under subsection (2) the justice of the peace is satisfied on information on oath that there are reasonable grounds for believing that there are also on the premises other documents relevant to the investigation, the warrant shall also authorise the actions mentioned in subsection (3) to be taken in relation to such documents.

(5)A warrant under this section shall continue in force until the end of the period of one month beginning with the day on which it is issued.

(6)Any documents of which possession is taken under this section may be retained—

(a)for a period of three months; or

(b)if within that period proceedings to which the documents are relevant are commenced against any person for any criminal offence, until the conclusion of those proceedings.

(7)Any person who intentionally obstructs the exercise of any rights conferred by a warrant issued under this section or fails without reasonable excuse to comply with any requirement imposed in accordance with subsection (3)(d) is guilty of an offence F573. . .

[F574(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.]

(8)For the purposes of sections 449 and 451A (provision for security of information) documents obtained under this section shall be treated as if they had been obtained under the provision of this Part under which their production was or, as the case may be, could have been required.

(9)In the application of this section to Scotland for the references to a justice of the peace substitute references to a justice of the peace or a sheriff, and for the references to information on oath substitute references to evidence on oath.

(10)In this section “document” includes information recorded in any form.]

Textual Amendments

Modifications etc. (not altering text)

C218S. 448 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 11

C219S. 448 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

C220S. 448 restricted (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 for specified purposes) by Companies Act 2006 (c. 46), ss. 1126, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, art. 3(1)(n) (with arts. 7, 12)

C221S. 448(3): powers of seizure extended (8.10.2004) by 2001 c. 16, ss. 50, 52-54, 68, 138(2), Sch. 1 Pt. I para. 35; S.I. 2004/1376, art. 3

C222S. 448(6) applied (1.4.2003) by 2001 c. 16, ss. 57(1)(f), 138(2) (with s. 57(4)); S.I. 2003/708, art. 2

[F575448AProtection in relation to certain disclosures: information provided to Secretary of StateU.K.

(1)A person who makes a relevant disclosure is not liable by reason only of that disclosure in any proceedings relating to a breach of an obligation of confidence.

(2)A relevant disclosure is a disclosure which satisfies each of the following conditions—

(a)it is made to the Secretary of State otherwise than in compliance with a requirement under this Part;

(b)it is of a kind that the person making the disclosure could be required to make in pursuance of this Part;

(c)the person who makes the disclosure does so in good faith and in the reasonable belief that the disclosure is capable of assisting the Secretary of State for the purposes of the exercise of his functions under this Part;

(d)the information disclosed is not more than is reasonably necessary for the purpose of assisting the Secretary of State for the purposes of the exercise of those functions;

(e)the disclosure is not one falling within subsection (3) or (4).

(3)A disclosure falls within this subsection if the disclosure is prohibited by virtue of any enactment [F576whenever passed or made].

(4)A disclosure falls within this subsection if—

(a)it is made by a person carrying on the business of banking or by a lawyer, and

(b)it involves the disclosure of information in respect of which he owes an obligation of confidence in that capacity.

[F577(5)In this section “enactment” has the meaning given by section 1293 of the Companies Act 2006.]]

Textual Amendments

Modifications etc. (not altering text)

[F578449 Provision for security of information obtained.U.K.

(1)This section applies to information (in whatever form) obtained—

(a)in pursuance of a requirement imposed under section 447;

(b)by means of a relevant disclosure within the meaning of section 448A(2);

(c)by an investigator in consequence of the exercise of his powers under section 453A.

(2)Such information must not be disclosed unless the disclosure—

(a)is made to a person specified in Schedule 15C, or

(b)is of a description specified in Schedule 15D.

(3)The Secretary of State may by order amend Schedules 15C and 15D.

(4)An order under subsection (3) must not—

(a)amend Schedule 15C by specifying a person unless the person exercises functions of a public nature (whether or not he exercises any other function);

(b)amend Schedule 15D by adding or modifying a description of disclosure unless the purpose for which the disclosure is permitted is likely to facilitate the exercise of a function of a public nature.

(5)An order under subsection (3) must be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

(6)A person who discloses any information in contravention of this section[F579 is guilty of an offence.]

[F580(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).]

(7)F581. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8)Any information which may by virtue of this section be disclosed to a person specified in Schedule 15C may be disclosed to any officer or employee of the person.

(9)This section does not prohibit the disclosure of information if the information is or has been available to the public from any other source.

(10)For the purposes of this section, information obtained by an investigator in consequence of the exercise of his powers under section 453A includes information obtained by a person accompanying the investigator in pursuance of subsection (4) of that section in consequence of that person’s accompanying the investigator.

(11)Nothing in this section authorises the making of a disclosure in contravention of [F582the data protection legislation].]

Textual Amendments

F579Words in s. 449(6) substituted for s. 449(6)(a)(b) (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 3(2) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)

F582Words in s. 449(11) substituted (25.5.2018) by Data Protection Act 2018 (c. 12), s. 212(1), Sch. 19 para. 33 (with ss. 117, 209, 210); S.I. 2018/625, reg. 2(1)(g)

Modifications etc. (not altering text)

C225S. 449 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 11

C227S. 449 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

C228S. 449 restricted (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 for specified purposes) by Companies Act 2006 (c. 46), ss. 1126, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, art. 3(1)(n) (with arts. 7, 12)

450 Punishment for destroying, mutilating, etc. company documents.U.K.

[F583(1)An officer of a company]. . . who—

(a)destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification of a document affecting, or relating to the [F584company’s] property or affairs, or

(b)makes, or is privy to the making of, a false entry in such a document,

is guilty of an offence, unless he proves that he had no intention to conceal the state of affairs of [F585the company] or to defeat the law.

[F586(1A)Subsection (1) applies to an officer of an authorised insurance company which is not a body corporate as it applies to an officer of a company.]

(2)Such a person as above mentioned who fraudulently either parts with, alters or makes an omission in any such document or is privy to fraudulent parting with, fraudulent altering or fraudulent making of an omission in, any such document, is guilty of an offence.

[F587(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).]

(4)F588. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F589(5)In this section “document” includes information recorded in any form.]

Textual Amendments

F586S. 450(1A) inserted (1.12.2001) by S.I. 2001/3649, art. 23(1)(3)

F587S. 450(3) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 4(1) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)

Modifications etc. (not altering text)

C229S. 450 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 11

C230S. 450 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I (as amended (4.3.2004) by S.I. 2004/355, art. 9(2))

C231S. 450 restricted (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 for specified purposes) by Companies Act 2006 (c. 46), ss. 1126, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, art. 3(1)(n) (with arts. 7, 12)

C233S. 450(1) amended (1.7.1994) by S.I. 1994/1696, reg. 68, Sch. 8 Pt. I para. 9(1)(c)

[F590451 Punishment for furnishing false information.U.K.

(1)A person commits an offence if in purported compliance with a requirement under section 447 to provide information—

(a)he provides information which he knows to be false in a material particular;

(b)he recklessly provides information which is false in a material particular.

[F591(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).]

(3)F592. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

Textual Amendments

F591S. 451(2) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 5(1) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)

Modifications etc. (not altering text)

C235S. 451 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 11

C236S. 451 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

C237S. 451 restricted (20.1.2007, 6.4.2007. 1.10.2007 for specified purposes) by Companies Act 2006 (c. 46), ss. 1126, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, art. 3(1)(n) (with arts. 7, 12)

[F593451A Disclosure of information by Secretary of State or inspector.U.K.

[F594(1)This section applies to information obtained—

(a)under sections 434 to [F595446E] ;

(b)by an inspector in consequence of the exercise of his powers under section 453A.]

(2)The Secretary of State may, if he thinks fit—

(a)disclose any information to which this section applies to any person to whom, or for any purpose for which, disclosure is permitted under section 449, or

(b)authorise or require an inspector appointed under this Part to disclose such information to any such person or for any such purpose.

[F596(3)Information to which this section applies may also be disclosed by an inspector appointed under this Part to—

(a)another inspector appointed under this Part;

(b)a person appointed under—

(i)section 167 of the Financial Services and Markets Act 2000 (general investigations),

(ii)section 168 of that Act (investigations in particular cases),

(iii)section 169(1)(b) of that Act (investigation in support of overseas regulator),

(iv)section 284 of that Act (investigations into affairs of certain collective investment schemes), or

(v)regulations made as a result of section 262(2)(k) of that Act (investigations into open-ended investment companies),

to conduct an investigation; or

(c)a person authorised to exercise powers under—

(i)section 447 of this Act; or

(ii)section 84 of the Companies Act 1989 (exercise of powers to assist overseas regulatory authority).]

(4)Any information which may by virtue of subsection (3) be disclosed to any person may be disclosed to any officer or servant of that person.

(5)The Secretary of State may, if he thinks fit, disclose any information obtained under section 444 to—

(a)the company whose ownership was the subject of the investigation,

(b)any member of the company,

(c)any person whose conduct was investigated in the course of the investigation,

(d)the auditors of the company, or

(e)any person whose financial interests appear to the Secretary of State to be affected by matters covered by the investigation.]

[F597(6)For the purposes of this section, information obtained by an inspector in consequence of the exercise of his powers under section 453A includes information obtained by a person accompanying the inspector in pursuance of subsection (4) of that section in consequence of that person’s accompanying the inspector.

(7)The reference to an inspector in subsection (2)(b) above includes a reference to a person accompanying an inspector in pursuance of section 453A(4).]

Textual Amendments

F595Words in s. 451A(1)(a) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1037(2), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)

F596S. 451A(3) substituted (1.12.2001) by S.I. 2001/3649, art. 24

Modifications etc. (not altering text)

C239S. 451A extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 11

C240S. 451A applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

452 Privileged information.U.K.

[F598(1)Nothing in sections 431 to [F599446E] compels the disclosure by any person to the Secretary of State or to an inspector appointed by him of information in respect of which in an action in the High Court a claim to legal professional privilege, or in an action in the Court of Session a claim to confidentiality of communications, could be maintained.]

[F600(1A)Nothing in section 434, 443 or 446 requires a person (except as mentioned in subsection (1B) below) to disclose information or produce documents in respect of which he owes an obligation of confidence by virtue of carrying on the business of banking unless—

(a)the person to whom the obligation of confidence is owed is the company or other body corporate under investigation,

(b)the person to whom the obligation of confidence is owed consents to the disclosure or production, or

(c)the making of the requirement is authorised by the Secretary of State.

(1B)Subsection (1A) does not apply where the person owing the obligation of confidence is the company or other body corporate under investigation under section 431, 432 or 433.]

[F601(2)Nothing in sections 447 to 451—

(a)compels the production by any person of a document or the disclosure by any person of information in respect of which in an action in the High Court a claim to legal professional privilege, or in an action in the Court of Session a claim to confidentiality of communications, could be maintained;

(b)authorises the taking of possession of any such document which is in the person’s possession.

(3)The Secretary of State must not under section 447 require, or authorise a person to require—

(a)the production by a person carrying on the business of banking of a document relating to the affairs of a customer of his, or

(b)the disclosure by him of information relating to those affairs,

unless one of the conditions in subsection (4) is met.

(4)The conditions are—

(a)the Secretary of State thinks it is necessary to do so for the purpose of investigating the affairs of the person carrying on the business of banking;

(b)the customer is a person on whom a requirement has been imposed under section 447;

(c)the customer is a person on whom a requirement to produce information or documents has been imposed by an investigator appointed by the Secretary of State in pursuance of section 171 or 173 of the Financial Services and Markets Act 2000 (powers of persons appointed under section 167 or as a result of section 168(2) to conduct an investigation).

(5)Despite subsections (1) and (2) a person who is a lawyer may be compelled to disclose the name and address of his client.]

Textual Amendments

F599Words in s. 452(1) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1037(3), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)

Modifications etc. (not altering text)

C241S. 452 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 11

C242S. 452 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

453 Investigation of [F602overseas] companies.U.K.

[F603(1)The provisions of this Part apply to bodies corporate incorporated outside [F604the United Kingdom] which are carrying on business in [F604the United Kingdom], or have at any time carried on business there, as they apply to companies under this Act; but subject to the following exceptions, adaptations and modifications.

(1A)The following provisions do not apply to such bodies—

(a)section 431 (investigation on application of company or its members),

(b)F605. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)sections 442 to 445 (investigation of company ownership and power to obtain information as to those interested in shares, &c.), F606. . .

(d)F606. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1B)The other provisions of this Part apply to such bodies subject to such adaptations and modifications as may be specified by regulations made by the Secretary of State.]

(2)Regulations under this section shall be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

Textual Amendments

F603S. 453(1)(1A)(1B) substituted by Companies Act 1989 (c. 40, SIF 27), ss. 70, 213(2)

F605S. 453(1A)(b) repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1176(3), 1295, 1300, Sch. 16 (with s. 1176(4)); S.I. 2006/3428, arts. 4(1)(b), 7(c), Sch. 4 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))

F606S. 453(1A)(d) and the preceding word "and" repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)

[F607453APower to enter and remain on premisesU.K.

(1)An inspector or investigator may act under subsection (2) in relation to a company if—

(a)he is authorised to do so by the Secretary of State, and

(b)he thinks that to do so will materially assist him in the exercise of his functions under this Part in relation to the company.

(2)An inspector or investigator may at all reasonable times—

(a)require entry to relevant premises, and

(b)remain there for such period as he thinks necessary for the purpose mentioned in subsection (1)(b).

(3)Relevant premises are premises which the inspector or investigator believes are used (wholly or partly) for the purposes of the company’s business.

(4)In exercising his powers under subsection (2), an inspector or investigator may be accompanied by such other persons as he thinks appropriate.

(5)A person who intentionally obstructs a person lawfully acting under subsection (2) or (4)[F608 is guilty of an offence.]

[F609(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.]

(6)F610. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7)An inspector is a person appointed under section 431, 432 or 442.

(8)An investigator is a person authorised for the purposes of section 447.

Textual Amendments

F608Words in s. 453A(5) substituted for s. 453A(5)(a)(b) (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 6(2) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)

F609S. 453A(5A) inserted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 6(3) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)

Modifications etc. (not altering text)

C245S. 453A restricted (20.1.2007, 6.4.2007, 1.10.2007 for specified purposes) by Companies Act 2006 (c. 46), ss. 1126, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, art. 3(1)(n) (with arts. 7, 12)

453BPower to enter and remain on premises: proceduralU.K.

(1)This section applies for the purposes of section 453A.

(2)The requirements of subsection (3) must be complied with at the time an inspector or investigator seeks to enter relevant premises under section 453A(2)(a).

(3)The requirements are—

(a)the inspector or investigator must produce evidence of his identity and evidence of his appointment or authorisation (as the case may be);

(b)any person accompanying the inspector or investigator must produce evidence of his identity.

(4)The inspector or investigator must, as soon as practicable after obtaining entry, give to an appropriate recipient a written statement containing such information as to—

(a)the powers of the investigator or inspector (as the case may be) under section 453A;

(b)the rights and obligations of the company, occupier and the persons present on the premises,

as may be prescribed by regulations.

(5)If during the time the inspector or investigator is on the premises there is no person present who appears to him to be an appropriate recipient for the purposes of subsection (8), the inspector or investigator must as soon as reasonably practicable send to the company—

(a)a notice of the fact and time that the visit took place, and

(b)the statement mentioned in subsection (4).

(6)As soon as reasonably practicable after exercising his powers under section 453A(2), the inspector or investigator must prepare a written record of the visit and—

(a)if requested to do so by the company he must give it a copy of the record;

(b)in a case where the company is not the sole occupier of the premises, if requested to do so by an occupier he must give the occupier a copy of the record.

(7)The written record must contain such information as may be prescribed by regulations.

(8)If the inspector or investigator thinks that the company is the sole occupier of the premises an appropriate recipient is a person who is present on the premises and who appears to the inspector or investigator to be—

(a)an officer of the company, or

(b)a person otherwise engaged in the business of the company if the inspector or investigator thinks that no officer of the company is present on the premises.

(9)If the inspector or investigator thinks that the company is not the occupier or sole occupier of the premises an appropriate recipient is—

(a)a person who is an appropriate recipient for the purposes of subsection (8), and (if different)

(b)a person who is present on the premises and who appears to the inspector or investigator to be an occupier of the premises or otherwise in charge of them.

(10)A statutory instrument containing regulations made under this section is subject to annulment in pursuance of a resolution of either House of Parliament.]

Textual Amendments

Modifications etc. (not altering text)

[F611453CFailure to comply with certain requirementsU.K.

(1)This section applies if a person fails to comply with a requirement imposed by an inspector, the Secretary of State or an investigator in pursuance of either of the following provisions—

(a)section 447;

(b)section 453A.

(2)The inspector, Secretary of State or investigator (as the case may be) may certify the fact in writing to the court.

(3)If, after hearing—

(a)any witnesses who may be produced against or on behalf of the alleged offender;

(b)any statement which may be offered in defence,

the court is satisfied that the offender failed without reasonable excuse to comply with the requirement, it may deal with him as if he had been guilty of contempt of the court.]

Textual Amendments

Modifications etc. (not altering text)

[F612453DOffences by bodies corporateU.K.

Where an offence under any of sections 448, 449 to 451 and 453A is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose—

(a)any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and

(b)if the body is a company, any shadow director is treated as an officer of the company.]

Textual Amendments

Modifications etc. (not altering text)

Part XVU.K. Orders Imposing Restrictions on Shares ([F613Section 445])

Textual Amendments

Modifications etc. (not altering text)

C249Pt. 15 power to apply (with modifications) (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), ss. 135, 154 (with Sch. 5)

454 Consequence of order imposing restrictions.U.K.

(1)So long as any shares are directed to be subject to the restrictions of this Part [F614then, subject to any directions made in relation to an order [F615pursuant to section 445(1A) or 456(1A)]]—

(a)any transfer of those shares or, in the case of unissued shares, any transfer of the right to be issued with them, and any issue of them, is void;

(b)no voting rights are exercisable in respect of the shares;

(c)no further shares shall be issued in right of them or in pursuance of any offer made to their holder; and

(d)except in a liquidation, no payment shall be made of any sums due from the company on the shares, whether in respect of capital or otherwise.

(2)Where shares are subject to the restrictions of subsection (1)(a), any agreement to transfer the shares or, in the case of unissued shares, the right to be issued with them is void (except [F616such agreement or right as may be made or exercised under the terms of directions made by the Secretary of State or the court under [F617section 445(1A) or 456(1A)] or]an agreement to [F618transfer] the shares on the making of an order under section 456(3)(b) below).

(3)Where shares are subject to the restrictions of subsection (1)(c) or (d), an agreement to transfer any right to be issued with other shares in right of those shares, or to receive any payment on them (otherwise than in a liquidation) is void (except [F619such agreement or right as may be made or exercised under the terms of directions made by the Secretary of State or the court under [F620section 445(1A) or 456(1A)] or]an agreement to transfer any such right on the [F618transfer] of the shares on the making of an order under section 456(3)(b) below).

Extent Information

E3Act: The provisions of this Act that remain in force extended (Northern Ireland) (1.1.2007, 20.1.2007, 6.4.2007, 30.9.2007, 1.10.2007, 1.11.2007, 15.12.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 2, 1284(1), 1300; S.I. 2006/3428, art. 3(2)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(1)(e); S.I. 2007/2194, arts. 2-5 (with art. 12); S.I. 2007/2607, art. 2(2); S.I. 2007/3495, arts. 3, 5 (with arts. 7, 12); S.I. 2008/1886 arts. 1(3), 2(d) (with arts. 6, 7); S.I. 2008/2860, art. 3(z) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch., S.I. 2009/1802, art. 18, Sch.))

Textual Amendments

F614Words in s. 454(1) inserted by S.I. 1991/1646, reg. 6(a)

F616Words in s. 454(2) inserted by S.I. 1991/1646, reg. 6(b)

F619Words in s. 454(3) inserted by S.I. 1991/1646, reg. 6(c)

455 Punishment for attempted evasion of restrictions.U.K.

(1)[F621Subject to the terms of any directions made under [F622section 445(1A) or 456]] a person [F623commits an offence if he]—

(a)exercises or purports to exercise any right to dispose of any shares which, to his knowledge, are for the time being subject to the restrictions of this Part or of any right to be issued with any such shares, or

(b)votes in respect of any such shares (whether as holder or proxy), or appoints a proxy to vote in respect of them, or

(c)being the holder of any such shares, fails to notify of their being subject to those restrictions any person whom he does not know to be aware of that fact but does know to be entitled (apart from the restrictions) to vote in respect of those shares whether as holder or as proxy, or

(d)being the holder of any such shares, or being entitled to any right to be issued with other shares in right of them, or to receive any payment on them (otherwise than in a liquidation), enters into any agreement which is void under section 454(2) or (3).

(2)[F624Subject to the terms of any directions made under [F625section 445(1A) or 456]] if shares in a company are issued in contravention of the restrictions, [F626 an offence is committed by—

(a)the company, and

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

[F627(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.]

(3)F628. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Extent Information

E4Act: The provisions of this Act that remain in force extended (Northern Ireland) (1.1.2007, 20.1.2007, 6.4.2007, 30.9.2007, 1.10.2007, 1.11.2007, 15.12.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 2, 1284(1), 1300; S.I. 2006/3428, art. 3(2)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(1)(e); S.I. 2007/2194, arts. 2-5 (with art. 12); S.I. 2007/2607, art. 2(2); S.I. 2007/3495, arts. 3, 5 (with arts. 7, 12); S.I. 2008/1886 arts. 1(3), 2(d) (with arts. 6, 7); S.I. 2008/2860, art. 3(z) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch., S.I. 2009/1802, art. 18, Sch.))

Textual Amendments

F621Words in s. 455(1) inserted by S.I. 1991/1646, reg. 7(a)

F623Words in s. 455(1) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 7(1) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12 and subject to Sch. 1)

F624Words in s. 455(2) inserted by S.I. 1991/1646, reg. 7(b)

F626Words in s. 455(2) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 7(2) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12 and subject to Sch. 1)

F627S. 455(2A) inserted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 7(3) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12 and subject to Sch. 1)

Modifications etc. (not altering text)

C250S. 455 restricted (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 for specified purposes) by Companies Act 2006 (c. 46), ss. 1126, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12 and subject to Sch. 1); S.I. 2007/3495, art. 3(1)(n) (with arts. 7, 12)

456 Relaxation and removal of restrictions.U.K.

(1)Where shares in a company are by order made subject to the restrictions of this Part, application may be made to the court for an order directing that the shares be no longer so subject.

F629[(1A)Where the court is satisfied that an order subjecting the shares tothe restrictions of this Part unfairly affects the rights of third parties in respect of shares then the court, for the purpose of protecting such rights and subject to such terms as it thinks fit and in addition to any order it may make under subsection (1), may direct on an application made under that subsection that such acts by such persons or descriptions of persons and for such purposes, as may be set out in the order, shall not constitute a breach of the restrictions of Part XV of this Act. Subsection (3) does not apply to an order made under this subsection.]

(2)If the order applying the restrictions was made by the Secretary of State, or he has refused to make an order disapplying them, the application may be made by any person aggrieved; F630. . . .

(3)Subject as follows, an order of the court or the Secretary of State directing that shares shall cease to be subject to the restrictions may be made only if—

(a)the court or (as the case may be) the Secretary of State is satisfied that the relevant facts about the shares have been disclosed to the company and no unfair advantage has accrued to any person as a result of the earlier failure to make that disclosure, or

(b)the shares are to be [F631transferred for valuable consideration] and the court (in any case) or the Secretary of State (if the order was made under section F632. . . 445) approves the [F631transfer].

(4)[F633Without prejudice to the power of the court to give directions under subsection (1A),] where shares in a company are subject to the restrictions, the court may on application order the shares to be sold, subject to the court’s approval as to the sale, and may also direct that the shares shall cease to be subject to the restrictions.

An application to the court under this subsection may be made by the Secretary of State F634. . . , or by the company.

(5)Where an order has been made under subsection (4), the court may on application make such further order relating to the sale or transfer of the shares as it thinks fit.

An application to the court under this subsection may be made—

(a)by the Secretary of State F635. . . , or

(b)by the company, or

(c)by the person appointed by or in pursuance of the order to effect the sale, or

(d)by any person interested in the shares.

(6)An order (whether of the Secretary of State or the court) directing that shares shall cease to be subject to the restrictions of this Part, if it is—

(a)expressed to be made with a view to permitting a transfer of the shares, or

(b)made under subsection (4) of this section,

may continue the restrictions mentioned in paragraphs (c) and (d) of section 454(1), either in whole or in part, so far as they relate to any right acquired or offer made before the transfer.

(7)Subsection (3) does not apply to an order directing that shares shall cease to be subject to any restrictions which have been continued in force in relation to those shares under subsection (6).

Extent Information

E5Act: The provisions of this Act that remain in force extended (Northern Ireland) (1.1.2007, 20.1.2007, 6.4.2007, 30.9.2007, 1.10.2007, 1.11.2007, 15.12.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 2, 1284(1), 1300; S.I. 2006/3428, art. 3(2)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(1)(e); S.I. 2007/2194, arts. 2-5 (with art. 12); S.I. 2007/2607, art. 2(2); S.I. 2007/3495, arts. 3, 5 (with arts. 7, 12); S.I. 2008/1886 arts. 1(3), 2(d) (with arts. 6, 7); S.I. 2008/2860, art. 3(z) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch., S.I. 2009/1802, art. 18, Sch.))

Textual Amendments

F629S. 456(1A) inserted by S.I. 1991/1646, regs. 8(a), 9

F633Words in s. 456(4) inserted by S.I. 1991/1646, reg. 8(b)

457 Further provisions on sale by court order of restricted shares.U.K.

(1)Where shares are sold in pursuance of an order of the court under section 456(4) the proceeds of sale, less the costs of the sale, shall be paid into court for the benefit of the persons who are beneficially interested in the shares; and any such person may apply to the court for the whole or part of those proceeds to be paid to him.

(2)On application under subsection (1) the court shall (subject as provided below) order the payment to the applicant of the whole of the proceeds of sale together with any interest thereon or, if any other person had a beneficial interest in the shares at the time of their sale, such proportion of those proceeds and interest as is equal to the proportion which the value of the applicant’s interest in the shares bears to the total value of the shares.

(3)On granting an application for an order under section 456(4) or (5) the court may order that the applicant’s costs be paid out of the proceeds of sale; and if that order is made, the applicant is entitled to payment of his costs out of those proceeds before any person interested in the shares in question receives any part of those proceeds.

Extent Information

E6Act: The provisions of this Act that remain in force extended (Northern Ireland) (1.1.2007, 20.1.2007, 6.4.2007, 30.9.2007, 1.10.2007, 1.11.2007, 15.12.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 2, 1284(1), 1300; S.I. 2006/3428, art. 3(2)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(1)(e); S.I. 2007/2194, arts. 2-5 (with art. 12); S.I. 2007/2607, art. 2(2); S.I. 2007/3495, arts. 3, 5 (with arts. 7, 12); S.I. 2008/1886 arts. 1(3), 2(d) (with arts. 6, 7); S.I. 2008/2860, art. 3(z) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch., S.I. 2009/1802, art. 18, Sch.))

Part XVIE+W+S Fraudulent Trading by a Company

458 Punishment for fraudulent trading.E+W+S

F636. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part XVIIE+W+S Protection of Company’s Members against Unfair Prejudice

459 Order on application of company member.E+W+S

F637. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

460 Order on application of Secretary of State.E+W+S

F638. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

461 Provisions as to petitions and orders under this Part.E+W+S

F639. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part XVIIIS Floating Charges and Receivers (Scotland)

Modifications etc. (not altering text)

C251Pt. XVIII (ss. 462–487) extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 13

Chapter IS Floating Charges

Modifications etc. (not altering text)

C252Pt. 18 Ch. 1 applied (with modifications) (26.3.2015) by The Financial Services (Banking Reform) Act 2013 (Commencement (No. 8) and Consequential Provisions) Order 2015 (S.I. 2015/428), art. 4, Sch. 1 (with art. 5) (as amended by S.I. 2016/679, art. 7(a))

462 Power of incorporated company to create floating charge.S

(1)It is competent under the law of Scotland for an incorporated company (whether a company within the meaning of this Act or not), for the purpose of securing any debt or other obligation (including a cautionary obligation) incurred or to be incurred by, or binding upon, the company or any other person, to create in favour of the creditor in the debt or obligation a charge, in this Part referred to as a floating charge, over all or any part of the property (including uncalled capital) which may from time to time be comprised in its property and undertaking.

(2)-(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F640

(4)References in this Part to the instrument by which a floating charge was created are, in the case of a floating charge created by words in a bond or other written acknowledgment, references to the bond or, as the case may be, the other written acknowledgment.

(5)Subject to this Act, a floating charge has effect in accordance with this Part [F641and Part III of the Insolvency Act 1986] in relation to any heritable property in Scotland to which it relates, notwithstanding that the instrument creating it is not recorded in the Register of Sasines or, as appropriate, registered in accordance with the M6Land Registration (Scotland) Act 1979.

Textual Amendments

Modifications etc. (not altering text)

C253S. 462 applied (with modifications) (6.4.2001) by S.S.I. 2001/128, reg. 3, Sch. 1

Marginal Citations

463 Effect of floating charge on winding up.S

(1)[F642Where a company goes into liquidation within the meaning of section 247(2) of the Insolvency Act 1986,] a floating charge created by the company attaches to the property then comprised in the company’s property and undertaking or, as the case may be, in part of that property and undertaking, but does so subject to the rights of any person who—

(a)has effectually executed diligence on the property or any part of it; or

(b)holds a fixed security over the property or any part of it ranking in priority to the floating charge; or

(c)holds over the property or any part of it another floating charge so ranking.

(2)The provisions of [F643Part IV of the Insolvency Act (except section 185)] have effect in relation to a floating charge, subject to subsection (1), as if the charge were a fixed security over the property to which it has attached in respect of the principal of the debt or obligation to which it relates and any interest due or to become due thereon.

[F644(3)Nothing in this section derogates from the provisions of sections 53(7) and 54(6) of the Insolvency Act (attachment of floating charge on appointment of receiver), or prejudices the operation of sections 175 and 176 of that Act (payment of preferential debts in winding up)].

(4)F645. . . interest accrues, in respect of a floating charge which after 16th November 1972 attaches to the property of the company, until payment of the sum due under the charge is made.

Textual Amendments

F642Words substituted (3.7.1995) by Companies Act 1989 (c. 40, SIF 27), ss. 140(1), 213(2); S.I. 1995/1352, art. 3(a) (with transitional provisions and savings in art. 4)

Modifications etc. (not altering text)

C254S. 463 applied (with modifications) (6.4.2001) by S.S.I. 2001/128, reg. 3, Sch. 1

464 Ranking of floating charges.S

(1)Subject to subsection (2), the instrument creating a floating charge over all or any part of the company’s property under section 462 may contain—

(a)provisions prohibiting or restricting the creation of any fixed security or any other floating charge having priority over, or ranking pari passu with, the floating charge; or

(b)[F646with the consent of the holder of any subsisting floating charge or fixed security which would be adversely affected,] provisions regulating the order in which the floating charge shall rank with any other subsisting or future floating charges or fixed securities over that property or any part of it.

[F647(1A)Where an instrument creating a floating charge contains any such provision as is mentioned in subsection (1)(a), that provision shall be effective to confer priority on the floating charge over any fixed security or floating charge created after the date of the instrument.]

(2)Where all or any part of the property of a company is subject both to a floating charge and to a fixed security arising by operation of law, the fixed security has priority over the floating charge.

[F648(3)The order of ranking of the floating charge with any other subsisting or future floating charges or fixed securities over all or any part of the company’s property is determined in accordance with the provisions of subsections (4) and (5) except where it is determined in accordance with any provision such as is mentioned in paragraph (a) or (b) of subsection (1).]

(4)Subject to the provisions of this section—

(a)a fixed security, the right to which has been constituted as a real right before a floating charge has attached to all or any part of the property of the company, has priority of ranking over the floating charge;

(b)floating charges rank with one another according to the time of registration in accordance with Chapter II of Part XII;

(c)floating charges which have been received by the registrar for registration by the same postal delivery rank with one another equally.

(5)Where the holder of a floating charge over all or any part of the company’s property which has been registered in accordance with Chapter II of Part XII has received intimation in writing of the subsequent registration in accordance with that Chapter of another floating charge over the same property or any part thereof, the preference in ranking of the first-mentioned floating charge is restricted to security for—

(a)the holder’s present advances;

(b)future advances which he may be required to make under the instrument creating the floating charge or under any ancillary document;

(c)interest due or to become due on all such advances; F649. . .

(d)any expenses or outlays which may reasonably be incurred by the holder [F650;and

(e)(in the case of a floating charge to secure a contingent liability other than a liability arising under any further advances made from time to time) the maximum sum to which that contingent liability is capable of amounting whether or not it is contractually limited.]

(6)This section is subject to [F651Part XII and to][F652sections 175 and 176 of the Insolvency Act].

Textual Amendments

F646Words inserted (3.7.1995) by Companies Act 1989 (c. 40, SIF 27), ss. 140(2)(3), 213(2); S.I. 1995/1352, art. 3(a) (with transitional provisions and savings in art. 5)

F647S. 464(1A) inserted (3.7.1995) by Companies Act 1989 (c. 40, SIF 27), ss. 140(2)(4), 213(2); S.I. 1995/1352, art. 3(a) (with transitional provisions and savings in art. 6)

F648S. 464(3) substituted (3.7.1995) by Companies Act 1989 (c. 40, SIF 27), ss. 140(2)(5), 213(2); S.I. 1995/1352, art. 3(a) (with transitional provisions and savings in art. 7)

F650S. 464(5)(e) and the word “and" immediately preceding it inserted (3.7.1995) by Companies Act 1989 (c. 40, SIF 27), s. 140(6); S.I. 1995/1352, art. 3(a) (with transitional provisions and savings in art. 8)

Modifications etc. (not altering text)

C255S. 464 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

C256S. 464(1A) restricted (20.5.1995) by S.I. 1995/1352, art. 6

C257S. 464(3) restricted (20.5.1995) by S.I. 1995/1352, art. 7

465 Continued effect of certain charges validated by Act of 1972.S

(1)Any floating charge which—

(a)purported to subsist as a floating charge on 17th November 1972, and

(b)if it had been created on or after that date, would have been validly created by virtue of the M7Companies (Floating Charges and Receivers) (Scotland) Act 1972,

is deemed to have subsisted as a valid floating charge as from the date of its creation.

(2)Any provision which—

(a)is contained in an instrument creating a floating charge or in any ancillary document executed prior to, and still subsisting at, the commencement of that Act,

(b)relates to the ranking of charges, and

(c)if it had been made after the commencement of that Act, would have been a valid provision,

is deemed to have been a valid provision as from the date of its making.

Marginal Citations

466 Alteration of floating charges.S

(1)The instrument creating a floating charge under section 462 or any ancillary document may be altered by the execution of an instrument of alteration by the company, the holder of the charge and the holder of any other charge (including a fixed security) which would be adversely affected by the alteration.

(2)[F653Without prejudice to any enactment or rule of law regarding the execution of documents,] such an instrument of alteration is validly executed if it is executed—

F654(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b)where trustees for debenture-holders are acting under and in accordance with a trust deed, by those trustees [F655; or]

(c)where, in the case of a series of secured debentures, no such trustees are acting, by or on behalf of—

(i)a majority in nominal value of those present or represented by proxy and voting at a meeting of debenture-holders at which the holders of at least one-third in nominal value of the outstanding debentures of the series are present or so represented; or

(ii)where no such meeting is held, the holders of at least one-half in nominal value of the outstanding debentures of the series; F656. . .

(3)Section 464 applies to an instrument of alteration under this section as it applies to an instrument creating a floating charge.

[F657(4)[F658Subsection (4A) applies to an alteration of a floating charge, where the alteration is one which]—

(a)prohibits or restricts the creation of any fixed security or any other floating charge having priority over, or ranking pari passu with, the floating charge; or

(b)varies, or otherwise regulates the order of, the ranking of the floating charge in relation to fixed securities or to other floating charges; or

(c)releases property from the floating charge; or

(d)increases the amount secured by the floating charge.]

[F659(4A)Every alteration to a floating charge created by a company is, so far as any security on the company’s property or any part of it is conferred by the alteration, void against the liquidator or administrator and any creditor of the company, unless the documents referred to in subsection (4B) are delivered to the registrar for registration by the company or any person interested in the charge before the end of the relevant period allowed for delivery.

(4B)The documents referred to in subsection (4A) are—

(a)a certified copy of the instrument of alteration, and

(b)a statement of particulars including—

(i)the registered name and number of the company;

(ii)the date of creation of the charge;

(iii)a description of the instrument (if any) by which the charge was created or evidenced;

(iv)short particulars of the property or undertaking charged as set out when the charge was registered;

(v)date(s) of execution of the instrument of alteration;

(vi)names and address(es) of the persons who have executed the instrument of alteration.

(4C)In subsection (4A) “the relevant period allowed for delivery” is—

(a)the period of 21 days beginning with the day after the date of execution of the instrument of alteration, or

(b)if an order under section 859F(3) of the Companies Act 2006 (as applied by subsection (4E)) has been made, the period allowed by the order.

(4D)Subsection (4A) is without prejudice to any contract or obligation for repayment of the money secured by the alteration to the charge; and when an alteration becomes void under subsection (4A) the money secured by it immediately becomes payable.

(4E)Sections 859F, 859G, 859I, 859M and 859N of the Companies Act 2006 apply to an alteration to a floating charge to which subsection (4A) applies as they apply to a charge.

(4F)As applied by subsection (4E), those sections apply as if—

(a)references to the documents required or delivered under section 859A or 859B were to the documents referred to in subsection (4B);

(b)references to the period allowed for delivery under the section concerned were to the period referred to in subsection (4C)(a);

(c)references to the delivery of a certified copy of an instrument to the registrar for the purposes of Chapter A1 of Part 25 of the Companies Act 2006 were to the delivery of a certified copy of an instrument of alteration to the registrar for the purposes of this section;

(d)references to registration in accordance with a provision of Chapter A1 of Part 25 of the Companies Act 2006 were to registration in accordance with this section;

(e)references to a section 859D statement of particulars were to the statement of particulars referred to in subsection (4B)(b);

(f)references to registration under section 859A or 859B were to registration under this section;

(g)references to a statement or notice delivered to the registrar in accordance with Chapter A1 of Part 25 of the Companies Act 2006 were to a statement delivered to the registrar in accordance with subsection (4A).]

F660(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6)Any reference (however expressed) in any enactment, including this Act, to a floating charge is, for the purposes of this section and unless the context otherwise requires, to be construed as including a reference to the floating charge as altered by an [F661alteration] [F662falling under subsection (4) of this section].

Textual Amendments

F656S. 466(2)(d) and the word “or" preceding it repealed by Companies Act 1989 (c. 40, SIF 27), ss. 130(7), 212, 213(2), Sch. 17 para. 9(d), Sch. 24

Modifications etc. (not altering text)

C258S. 466 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

C259S. 466: power to modify conferred (temp.) (26.6.2020) by Corporate Insolvency and Governance Act 2020 (2020 c. 12), ss. 39(1), 40(b), 49(1) (with ss. 2(2), 5(2), 39(8)(9))

C260S. 466(1)-(3)(6) applied (with modifications) (6.4.2001) by S.S.I. 2001/128, reg. 3, Sch. 1

Chapter IIS Receivers

F663467–485. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S

Textual Amendments

Chapter IIIS General

Modifications etc. (not altering text)

C262Pt. 18 Ch. 3 applied (with modifications) (26.3.2015) by The Financial Services (Banking Reform) Act 2013 (Commencement (No. 8) and Consequential Provisions) Order 2015 (S.I. 2015/428), art. 4, Sch. 1 (with art. 5) (as amended by S.I. 2016/679, art. 7(a))

486 Interpretation for Part XVIII generally.S

(1)In this Part, unless the context otherwise requires, the following expressions have the following meanings respectively assigned to them, that is to say—

  • “ancillary document” means—

    (a)

    a document which relates to the floating charge and which was executed by the debtor or creditor in the charge before the registration of the charge in accordance with Chapter II or Part XII; or

    (b)

    an instrument of alteration such as is mentioned in section 466 in this Part;

  • “company”, . . . F664, means an incorporated company (whether a company within the meaning of this Act or not);

  • “fixed security”, in relation to any property of a company, means any security, other than a floating charge or a charge having the nature of a floating charge, which on the winding up of the company in Scotland would be treated as an effective security over that property, and (without prejudice to that generality) includes a security over that property, being;

    (a)

    [F665a heritable security within the meaning of section 9(8) of the M8Conveyancing and Feudal Reform (Scotland) Act 1970] [F666; or

    (b)

    a statutory pledge within the meaning given by section 113(1) of the Moveable Transactions (Scotland) Act 2023;]

  • F664. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • F664. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • F664. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • F664. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • “Register of Sasines” means the appropriate division of the General Register of Sasines.

Textual Amendments

F664S. 486: words and the definitions of “instrument of appointment", “prescribed", “receiver" and “register of charges" repealed by Insolvency Act 1986 (c. 45, SIF 66), s. 438, Sch. 12

F665S. 486(1): words in definition renumbered as para. (a) (1.4.2025) by Moveable Transactions (Scotland) Act 2023 (asp 3), ss. 61(a), 121(2); S.S.I. 2024/378, reg. 2

Modifications etc. (not altering text)

C263S. 486 applied (with modifications) (6.4.2001) by S.S.I. 2001/128, reg. 3, Sch. 1

S. 486 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

Marginal Citations

487 Extent of Part XVIII.S

This Part extends to Scotland only.

Modifications etc. (not altering text)

C264S. 487 applied (with modifications) (6.4.2001) by S.S.I. 2001/128, reg. 3, Sch. 1

S. 487 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

Part XIXE+W+S Receivers and Managers (England and Wales)

F667488–500. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

Part XXE+W+S Winding Up of Companies Registered Under this Act or the Former Companies Acts

Modifications etc. (not altering text)

C265Pt. 20 modified (24.3.2003) by Proceeds of Crime Act 2002 (c. 29), ss. {426(10)(b)}, 458(1)(3); S.I. 2003/333,{art. 2}, Sch. (as amended by S.I. 2003/531)

F668Chapters I–VE+W+S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F669501–650. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

F670F670Chapter VIE+W+S Matters Arising Subsequent to Winding Up

Textual Amendments

651 Power of court to declare dissolution of company void.E+W+S

(1)Where a company has been dissolved, the court may . . . F671, on an application made for the purpose by the liquidator of the company or by any other person appearing to the court to be interested, make an order, on such terms as the court thinks fit, declaring the dissolution to have been void.

(2)Thereupon such proceedings may be taken as might have been taken if the company had not been dissolved.

(3)It is the duty of the person on whose application the order was made, within 7 days after its making (or such further time as the court may allow), to deliver to the registrar of companies for registration an office copy of the order.

If the person fails to do so, he is liable to a fine and, for continued contravention, to a daily default fine.

[F672(4)Subject to the following provisions, an application under this section may not be made after the end of the period of two years from the date of the dissolution of the company.

(5)An application for the purpose of bringing proceedings against the company—

(a)for damages in respect of personal injuries (including any sum claimed by virtue of section 1(2)(c) of the Law Reform (Miscellaneous Provisions) Act 1934 (funeral expenses)), or

(b)for damages under the Fatal Accidents Act 1976 or the Damages (Scotland) Act 1976,

may be made at any time; but no order shall be made on such an application if it appears to the court that the proceedings would fail by virtue of any enactment as to the time within which proceedings must be brought.

(6)Nothing in subsection (5) affects the power of the court on making an order under this section to direct that the period between the dissolution of the company and the making of the order shall not count for the purposes of any such enactment.

(7)In subsection (5)(a) “personal injuries” includes any disease and any impairment of a person’s physical or mental condition.]

652 Registrar may strike defunct company off register.E+W+S

(1)If the registrar of companies has reasonable cause to believe that a company is not carrying on business or in operation, he may send to the company by post a letter inquiring whether the company is carrying on business or in operation.

(2)If the registrar does not within one month of sending the letter receive any answer to it, he shall within 14 days after the expiration of that month send to the company by post a registered letter referring to the first letter, and stating that no answer to it has been received, and that if an answer is not received to the second letter within one month from its date, a notice will be published in the Gazette with a view to striking the company’s name off the register.

(3)If the registrar either receives an answer to the effect that the company is not carrying on business or in operation, or does not within one month after sending the second letter receive any answer, he may publish in the Gazette, and send to the company by post, a notice that at the expiration of 3 months from the date of that notice the name of the company mentioned in it will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.

(4)If, in a case where a company is being wound up, the registrar has reasonable cause to believe either that no liquidator is acting, or that the affairs of the company are fully wound up, and the returns required to be made by the liquidator have not been made for a period of 6 consecutive months, the registrar shall publish in the Gazette and send to the company or the liquidator (if any) a like notice as is provided in subsection (3).

(5)At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register, and shall publish notice of this in the Gazette; and on the publication of that notice in the Gazette the company is dissolved.

(6)However—

(a)the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and

(b)nothing in subsection (5) affects the power of the court to wind up a company the name of which has been struck off the register.

(7)A notice to be sent to a liquidator under this section may be addressed to him at his last known place of business; and a letter or notice to be sent under this section to a company may be addressed to the company at its registered office or, if no office has been registered, to the care of some officer of the company.

If there is no officer of the company whose name and address are known to the registrar of companies, the letter or notice may be sent to each of the persons who subscribed the memorandum, addressed to him at the address mentioned in the memorandum.

[F673652A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F674652B. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F676652C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F678652D. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F679652E. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F680652F. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

653. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

654 Property of dissolved company to be bona vacantia. E+W+S

(1)When a company is dissolved, all property and rights whatsoever vested in or held on trust for the company immediately before its dissolution (including leasehold property, but not including property held by the company on trust for any other person) are deemed to be bona vacantia and—

(a)accordingly belong to the Crown, or to the Duchy of Lancaster or to the Duke of Cornwall for the time being (as the case may be), and

(b)vest and may be dealt with in the same manner as other bona vacantia accruing to the Crown, to the Duchy of Lancaster or to the Duke of Cornwall.

(2)Except as provided by the section next following, the above has effect subject and without prejudice to any order made by the court under section 651 or 653.

655 Effect on s. 654 of company’s revival after dissolution. E+W+S

(1)The person in whom any property or right is vested by section 654 may dispose of, or of an interest in, that property or right notwithstanding that an order may be made under section 651 or 653.

(2)Where such an order is made—

(a)it does not affect the disposition (but without prejudice to the order so far as it relates to any other property or right previously vested in or held on trust for the company), and

(b)the Crown or, as the case may be, the Duke of Cornwall shall pay to the company an amount equal to—

(i)the amount of any consideration received for the property or right, or interest therein, or

(ii)the value of any such consideration at the time of the disposition,

or, if no consideration was received, an amount equal to the value of the property, right or interest disposed of, as at the date of the disposition.

(3)Where a liability accrues under subsection (2) in respect of any property or right which, before the order under section 651 or 653 was made, had accrued as bona vacantia to the Duchy of Lancaster, the Attorney General of the Duchy shall represent Her Majesty in any proceedings arising in connection with that liability.

(4)Where a liability accrues under subsection (2) in respect of any property or right which, before the order under section 651 or 653 was made, had accrued as bona vacantia to the Duchy of Cornwall, such persons as the Duke of Cornwall (or other possessor for the time being of the Duchy) may appoint shall represent the Duke (or other possessor) in any proceedings arising out of that liability.

(5)This section applies in relation to the disposition of any property, right or interest on or after 22nd December 1981, whether the company concerned was dissolved before, on or after that day.

656 Crown disclaimer of property vesting as bona vacantia. E+W+S

(1)Where property vests in the Crown under section 654, the Crown’s title to it under that section may be disclaimed by a notice signed by the Crown representative, that is to say the Treasury Solicitor, or, in relation to property in Scotland, the Queen’s and Lord Treasurer’s Remembrancer

(2)The right to execute a notice of disclaimer under this section may be waived by or on behalf of the Crown either expressly or by taking possession or other act evincing that intention.

(3)A notice of disclaimer under this section is of no effect unless it is executed—

(a)within 12 months of the date on which the vesting of the property under section 654 came to the notice of the Crown representative, or

(b)if an application in writing is made to the Crown representative by any person interested in the property requiring him to decide whether he will or will not disclaim, within a period of 3 months after the receipt of the application or such further period as may be allowed by the court which would have had jurisdiction to wind up the company if it had not been dissolved.

(4)A statement in a notice of disclaimer of any property under this section that the vesting of it came to the notice of the Crown representative on a specified date, or that no such application as above mentioned was received by him with respect to the property before a specified date, is sufficient evidence of the fact stated, until the contrary is proved.

(5)A notice of disclaimer under this section shall be delivered to the registrar of companies and retained and registered by him; and copies of it shall be published in the Gazette and sent to any persons who have given the Crown representative notice that they claim to be interested in the property.

(6)This section applies to property vested in the Duchy of Lancaster or the Duke of Cornwall under section 654 as if for references to the Crown and the Crown representative there were respectively substituted references to the Duchy of Lancaster and to the Solicitor to that Duchy, or to the Duke of Cornwall and to the Solicitor to the Duchy of Cornwall, as the case may be.

657 Effect of Crown disclaimer under s. 656. E+W+S

(1)Where notice of disclaimer is executed under section 656 as respects any property, that property is deemed not to have vested in the Crown under section 654.

[F686(2)As regards property in England and Wales [F687section 178(4) and sections 179 to 182 of the Insolvency Act] shall apply as if the property had been disclaimed by the liquidator under the said section 91 immediately before the dissolution of the company.]

(3)As regards property in Scotland, the following 4 subsections apply.

(4)The Crown’s disclaimer operates to determine, as from the date of the disclaimer, the rights, interests and liabilities of the company, and the property of the company, in or in respect of the property disclaimed; but it does not (except so far as is necessary for the purpose of releasing the company and its property from liability) affect the rights or liabilities of any other person.

(5)The court may, on application by a person who either claims an interest in disclaimed property or is under a liability not discharged by this Act in respect of disclaimed property, and on hearing such persons as it thinks fit, make an order for the vesting of the property in or its delivery to any persons entitled to it, or to whom it may seem just that the property should be delivered by way of compensation for such liability, or a trustee for him, and on such terms as the court thinks just.

(6)On such a vesting order being made, the property comprised in it vests accordingly in the person named in that behalf in the order, without conveyance or assignation for that purpose.

(7)Part II of Schedule 20 has effect for the protection of third parties where the property disclaimed is held under a lease.

658 Liability for rentcharge on company’s land after dissolution.E+W+S

[F688(1)[F689Section 180 of the Insolvency Act] shall apply to land in England and Wales which by operation of law vests subject to a rentcharge in the Crown or any other person on the dissolution of a company as it applies to land so vesting on a disclaimer under that section.]

(2)In this section “company” includes any body corporate.

Chapter VIIE+W+S Miscellaneous Provisions About Winding Up

F690659–662. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

F691663. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

F692664. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

Part XXIE+W+S

Modifications etc. (not altering text)

C289Pt. 21 modified (24.3.2003) by Proceeds of Crime Act 2002 (c. 29), ss. {426(10)(b)}, 458(1)(3); S.I. 2003/333,{art. 2}, Sch. (as amended by S.I. 2003/531)

F693665–674. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

Part XXIIE+W+S Bodies Corporate Subject, or Becoming Subject, to this Act (Otherwise than by Original Formation Under Part I)

F694F694Chapter IE+W+S Companies Formed or Registered under Former Companies Acts

Textual Amendments

675 Companies formed and registered under former Companies Acts.E+W+S

(1)In its application to existing companies, this Act applies in the same manner—

(a)in the case of a limited company (other than a company limited by guarantee), as if the company had been formed and registered under Part I of this Act as a company limited by shares,

(b)in the case of a company limited by guarantee, as if the company had been formed and registered under that Part as a company limited by guarantee, and

(c)in the case of a company other than a limited company, as if the company had been formed and registered under that Part as an unlimited company.

(2)But reference, express or implied, to the date of registration is to be read as the date at which the company was registered under the Joint Stock Companies Acts, the M13Companies Act 1862, the M14 Companies (Consolidation) Act 1908 the M15Companies Act 1929, or the M16Companies Act 1948.

676 Companies registered but not formed under former Companies Acts.E+W+S

(1)This Act applies to every company registered but not formed under the Joint Stock Companies Acts, the Companies Act 1862, the Companies (Consolidated) Act 1908, the Companies Act 1929, or the Companies Act 1948, in the same manner as it is in Chapter II of this Part declared to apply to companies registered but not formed under this Act.

(2)But reference, express or implied, to the date of registration is to be read as referring to the date at which the company was registered under the Joint Stock Companies Acts, the Companies Act 1862, the Companies (Consolidation) Act 1908, the Companies Act 1929, or the Companies Act 1948.

677 Companies re-registered with altered status under former Companies Acts.E+W+S

(1)This Act applies to every unlimited company registered or re-registered as limited in pursuance of the M17 Companies Act 1879, section 57 of the M18Companies (Consolidation) Act 1908, section 16 of the M19Companies Act 1929, section 16 of the M20Companies Act 1948 or section 44 of the M21Companies Act 1967 as it (this Act) applies to an unlimited company re-registered as limited in pursuance of Part II of this Act.

(2)But reference, express or implied, to the date of registration or re-registration is to be read as referring to the date at which the company was registered or re-registered as a limited company under the relevant enactment.

678 Companies registered under Joint Stock Companies Acts.E+W+S

(1)A company registered under the Joint Stock Companies Acts may cause its shares to be transferred in manner hitherto in use, or in such other manner as the company may direct.

(2)The power of altering articles under section 9 of this Act extends, in the case of an unlimited company formed and registered under the Joint Stock Companies Acts, to altering any regulations relating to the amount of capital or to its distribution into shares, notwithstanding that those regulations are contained in the memorandum.

679 Northern Ireland and Irish companies.E+W+S

Nothing in sections 675 to 678 applies to companies registered in Northern Ireland or the Republic of Ireland.

F695F695 Chapter IIE+W+S Companies not Formed under Companies Legislation, but Authorised to Register

Textual Amendments

680. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

681. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

682 Change of name on registration.E+W+S

(1)Where the name of a company seeking registration under section 680 is a name by which it is precluded from registration by section 26 of this Act, either because it falls within subsection (1) of that section or, if it falls within subsection (2), because the Secretary of State would not approve the company’s being registered with that name, the company may change its name with effect from the date on which it is registered under this Chapter.

(2)A change of name under this section requires the like assent of the company’s members as is required by section 681 for registration.

683 Definition of “joint stock company”.E+W+S

(1)For purposes of this Chapter, as far as relates to registration of companies as companies limited by shares, “joint stock company” means a company—

(a)having a permanent paid-up or nominal share capital of fixed amount divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and

(b)formed on the principle of having for its members the holders of those shares or that stock, and no other persons.

(2)Such a company when registered with limited liability under this Act is deemed a company limited by shares.

684 Requirements for registration by joint stock companies.E+W+S

(1)Before the registration under section 680 of a joint stock company, there shall be delivered to the registrar of companies the following documents—

(a)a statement in the prescribed form specifying the name with which the company is proposed to be registered,

(b)a list in the prescribed form showing the names and addresses of all persons who on a day named in the list [F697(not more than 28 clear days before the day of registration)] were members of the company, with the addition of the shares or stock held by them respectively (distinguishing, in cases where the shares are numbered, each share by its number), and

(c)a copy of any Act of Parliament, royal charter, letters patent, deed or settlement, contract of copartnery or other instrument constituting or regulating the company.

(2)If the company is intended to be registered as a limited company, there shall also be delivered to the registrar of companies a statement in the prescribed form specifying the following particulars—

(a)the nominal share capital of the company and the number of shares into which it is divided, or the amount of stock of which it consists, and

(b)the number of shares taken and the amount paid on each share.

685. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

686. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

687 Name of company registering.E+W+S

(1)The following applies with respect to the name of a company registering under this Chapter (whether a joint stock company or not).

(2)If the company is to be registered as a public company, its name must end with the words “public limited company” or, if it is stated that the company’s registered office is to be situated in Wales, with those words or their equivalent in Welsh (“cwmni cyfyngedig cyhoeddus”); and those words or that equivalent may not be preceded by the word “limited” or its equivalent in Welsh (“cyfyngedig”).

(3)In the case of a company limited by shares or by guarantee (not being a public company), the name must have “limited” as its last word (or, if the company’s registered office is to be situated in Wales, “cyfyngedig”); but this is subject to section 30 (exempting a company, in certain circumstances, from having “limited” as part of the name).

(4)If the company is registered with limited liability, then any additions to the company’s name set out in the statements delivered under section 684(1)(a) or 686(1)(a) shall form and be registered as the last part of the company’s name.

688 Certificate of registration under this Chapter.E+W+S

(1)On compliance with the requirements of this Chapter with respect to registration, the registrar of companies shall give a certificate (which may be signed by him, or authenticated by his official seal) that the company applying for registration is incorporated as a company under this Act and, in the case of a limited company, that it is limited.

(2)On the issue of the certificate, the company shall be so incorporated; and a banking company in Scotland so incorporated is deemed a bank incorporated, constituted or established by or under Act of Parliament.

(3)The certificate is conclusive evidence that the requirements of this Chapter in respect of registration, and of matters precedent and incidental to it, have been complied with.

(4)Where on an application by a joint stock company to register as a public company limited by shares the registrar of companies is satisfied that the company may be registered as a public company so limited, the certificate of incorporation given under this section shall state that the company is a public company; and that statement is conclusive evidence that the requirements of section 685 have been complied with and that the company is a public company so limited.

689 Effect of registration.E+W+S

Schedule 21 to this Act has effect with respect to the consequences of registration under this Chapter, the vesting of property, savings for existing liabilities, continuation of existing actions, status of the company following registration, and other connected matters.

690 Power to substitute memorandum and articles for deed of settlement.E+W+S

(1)Subject as follows, a company registered in pursuance of this Chapter may by special resolution alter the form of its constitution by substituting a memorandum and articles for a deed of settlement.

(2)The provisions of sections 4 to 6 of this Act with respect to applications to the court for cancellation of alterations of the objects of a company and matters consequential on the passing of resolutions for such alterations (so far as applicable) apply, but with the following modifications—

(a)there is substituted for the printed copy of the altered memorandum required to be delivered to the registrar of companies a printed copy of the substituted memorandum and articles, and

(b)on the delivery to the registrar of the substituted memorandum and articles or the date when the alteration is no longer liable to be cancelled by order of the court (whichever is the later)—

(i)the substituted memorandum and articles apply to the company in the same manner as if it were a company registered under Part I with that memorandum and those articles, and

(ii)the company’s deed of settlement ceases to apply to the company.

(3)An alteration under this section may be made either with or without alteration of the company’s objects.

(4)In this section “deed of settlement” includes any contract of copartnery or other instrument constituting or regulating the company, not being an Act of Parliament, a royal charter or letters patent.

Part XXIIIE+W+S Oversea Companies

F709F709Chapter IE+W+S Registration, Etc.

Textual Amendments

F709Ss. 651-706 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.) and with savings for Pt. 23 Chapter 1 (ss. 690A-699) in The Overseas Companies Regulations 2009 (S.I. 2009/1801, reg. 80, Sch. 8 para. 2)

[F710690A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F711690B. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

691. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

692. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F720692A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F721693. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

694. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F728694A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

695. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F730695A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

696. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

697. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F738698. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

699. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F744F744Chapter IIE+W+S Delivery of Accounts and Reports

Textual Amendments

[F745699A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F748699AA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F749699B. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

700 Preparation of accounts and reports by oversea companies.E+W+S

(1)Every oversea company shall in respect of each financial year of the company prepare the like accounts and directors’ report, and cause to be prepared such an auditors’ report, as would be required if the company were formed and registered under this Act.

(2)The Secretary of State may by order—

(a)modify the requirements referred to in subsection (1) for the purpose of their application to oversea companies;

(b)exempt an oversea company from those requirements or from such of them as may be specified in the order.

(3)An order may make different provision for different cases or classes of case and may contain such incidental and supplementary provisions as the Secretary of State thinks fit.

(4)An order under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

[F751701. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F754702. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F756703 Penalty for non-compliance.E+W+S

(1)If the requirements of section 702(1) are not complied with before the end of the period allowed for delivering accounts and reports, or if the accounts and reports delivered do not comply with the requirements of this Act, the company and every person who immediately before the end of that period was a director of the company is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.

(2)It is a defence for a person charged with such an offence to prove that he took all reasonable steps for securing that the requirements in question would be complied with.

(3)It is not a defence in relation to a failure to deliver copies to the registrar to prove that the documents in question were not in fact prepared as required by this Act.]

F757F757Chapter IIIE+W+S Registration of Charges

Textual Amendments

703A[F758 Introductory provisions.]E+W+S

(1)The provisions of this Chapter have effect for securing the registration in Great Britain of charges on the property of a registered oversea company.

(2)Section 395(2) and (3) (meaning of “charge” and “property”) have effect for the purposes of this Chapter.

(3)A “registered oversea company”, in relation to England and Wales or Scotland, means an oversea company which has duly delivered documents to the registrar for that part of Great Britain under section 691 and has not subsequently given notice to him under section 696(4) that it has ceased to have an established place of business in that part.

(4)References in this Chapter to the registrar shall be construed in accordance with section 703E below and references to registration, in relation to a charge, are to registration in the register kept by him under this Chapter.

[F758703B Charges requiring registration.E+W+S

(1)The charges requiring registration under this Chapter are those which if created by a company registered in Great Britain would require registration under Part XII of this Act.

(2)Whether a charge is one requiring registration under this Chapter shall be determined—

(a)in the case of a charge over property of a company at the date it delivers documents for registration under section 691, as at that date,

(b)in the case of a charge created by a registered oversea company, as at the date the charge is created, and

(c)in the case of a charge over property acquired by a registered oversea company, as at the date of the acquisition.

(3)In the following provisions of this Chapter references to a charge are, unless the context otherwise requires, to a charge requiring registration under this Chapter.

Where a charge not otherwise requiring registration relates to property by virtue of which it requires to be registered and to other property, the references are to the charge so far as it relates to property of the former description.]

[F759703C The register.E+W+S

(1)The registrar shall keep for each registered oversea company a register, in such form as he thinks fit, of charges on property of the company.

(2)The register shall consist of a file containing with respect to each such charge the particulars and other information delivered to the registrar under or by virtue of the following provisions of this Chapter.

(3)Section 397(3) to (5) (registrar’s certificate as to date of delivery of particulars) applies in relation to the delivery of any particulars or other information under this Chapter.]

[F760703D Company’s duty to deliver particulars of charges for registration.E+W+S

(1)If when an oversea company delivers documents for registration under section 691 any of its property is situtated in Great Britain and subject to a charge, it is the company’s duty at the same time to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration.

(2)Where a registered oversea company—

(a)creates a charge on property situated in Great Britain, or

(b)acquires property which is situated in Great Britain and subject to a charge,

it is the company’s duty to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration within 21 days after the date of the charge’s creation or, as the case may be, the date of the acquisition.

This subsection does not apply if the property subject to the charge is at the end of that period no longer situated in Great Britain.

(3)Where the preceding subsections do not apply and property of a registered oversea company is for a continuous period of four months situated in Great Britain and subject to a charge, it is the company’s duty before the end of that period to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration.

(4)Particulars of a charge required to be delivered under subsections (1), (2) or (3) may be delivered for registration by any person interested in the charge.

(5)If a company fails to comply with subsection (1), (2) or (3), then, unless particulars of the charge have been delivered for registration by another person, the company and every officer of it who is in default is liable to a fine.

(6)Section 398(2), (4) and (5) (recovery of fees paid in connection with registration, filing of particulars in register and sending of copy of particulars filed and note as to date) apply in relation to particulars delivered under this Chapter.]

[F761703E Registrar to whom particulars, &c. to be delivered.E+W+S

(1)The particulars required to be delivered by section 703D(1) (charges over property of oversea company becoming registered in a part of Great Britain) shall be delivered to the registrar to whom the documents are delivered under section 691.

(2)The particulars required to be delivered by section 703D(2) or (3) (charges over property of registered oversea company) shall be delivered—

(a)if the company is registered in one part of Great Britain and not in the other, to the registrar for the part in which it is registered, and

(b)if the company is registered in both parts of Great Britain but the property subject to the charge is situated in one part of Great Britain only, to the registrar for that part;

and in any other case the particulars shall be delivered to the registrars for both parts of Great Britain.

(3)Other documents required or authorised by virtue of this Chapter to be delivered to the registrar shall be delivered to the registrar or registrars to whom particulars of the charge to which they relate have been, or ought to have been, delivered.

(4)If a company gives notice under section 696(4) that it has ceased to have an established place of business in either part of Great Britain, charges over property of the company shall cease to be subject to the provisions of this Chapter, as regards registration in that part of Great Britain, as from the date on which notice is so given.

This is without prejudice to rights arising by reason of events occurring before that date.]

[F762703F Effect of failure to deliver particulars, late delivery and effect of errors and omissions.E+W+S

(1)The following provisions of Part XII—

(a)section 399 (effect of failure to deliver particulars),

(b)section 400 (late delivery of particulars), and

(c)section 402 (effect of errors and omissions in particulars delivered),

apply, with the following modifications, in relation to a charge created by a registered oversea company of which particulars are required to be delivered under this Chapter.

(2)Those provisions do not apply to a charge of which particulars are required to be delivered under section 703D(1) (charges existing when company delivers documents under section 691).

(3)In relation to a charge of which particulars are required to be delivered under section 703D(3) (charges registrable by virtue of property being within Great Britain for requisite period), the references to the period of 21 days after the charge’s creation shall be construed as references to the period of four months referred to in that subsection.]

[F763703G Delivery of further particulars or memorandum.E+W+S

Sections 401 and 403 (delivery of further particulars and memorandum of charge ceasing to affect company’s property) apply in relation to a charge of which particulars have been delivered under this Chapter.]

[F764703H Further provisions with respect to voidness of charges.E+W+S

(1)The following provisions of Part XII apply in relation to the voidness of a charge by virtue of this Chapter—

(a)section 404 (exclusion of voidness as against unregistered charges),

(b)section 405 (restrictions on cases in which charge is void),

(c)section 406 (effect of exercise of power of sale), and

(d)section 407 (effect of voidness on obligation secured).

(2)In relation to a charge of which particulars are required to be delivered under section 703D(3) (charges registrable by virtue of property being within Great Britain for requisite period), the reference in section 404 to the period of 21 days after the charge’s creation shall be construed as a reference to the period of four months referred to in that subsection.]

[F765703I Additional information to be registered.E+W+S

(1)Section 408 (particulars of taking up of issue of debentures) applies in relation to a charge of which particulars have been delivered under this Chapter.

(2)Section 409 (notice of appointment of receiver or manager) applies in relation to the appointment of a receiver or manager of property of a registered oversea company.

(3)Regulations under section 410 (notice of crystallisation of floating charge, &c.) may apply in relation to a charge of which particulars have been delivered under this Chapter; but subject to such exceptions, adaptations and modifications as may be specified in the regulations.]

[F766703J Copies of instruments and register to be kept by company.E+W+S

(1)Sections 411 and 412 (copies of instruments and register to be kept by company) apply in relation to a registered oversea company and any charge over property of the company situated in Great Britain.

(2)They apply to any charge, whether or not particulars are required to be delivered to the registrar.

(3)In relation to such a company the references to the company’s registered office shall be construed as references to its principal place of business in Great Britain.]

[F767703K Power to make further provision by regulations.E+W+S

(1)The Secretary of State may by regulations make further provision as to the application of the provisions of this Chapter, or the provisions of Part XII applied by this Chapter, in relation to charges of any description specified in the regulations.

(2)The regulations may apply any provisions of regulations made under section 413 (power to make further provision with respect to application of Part XII) or make any provision which may be made under that section with respect to the application of provisions of Part XII.]

[F768703L Provisions as to situation of property.E+W+S

(1)The following provisions apply for determining for the purposes of this Chapter whether a vehicle which is the property of an oversea company is situated in Great Britain—

(a)a ship, aircraft or hovercraft shall be regarded as situated in Great Britain if, and only if, it is registered in Great Britain;

(b)any other description of vehicle shall be regarded as situated in Great Britain on a day if, and only if, at any time on that day the management of the vehicle is directed from a place of business of the company in Great Britain;

and for the purposes of this Chapter a vehicle shall not be regarded as situated in one part of Great Britain only.

(2)For the purposes of this Chapter as it applies to a charge on future property, the subject-matter of the charge shall be treated as situated in Great Britain unless it relates exclusively to property of a kind which cannot, after being acquired or coming into existence, be situated in Great Britain; and references to property situated in a part of Great Britain shall be similarly construed.]

[F769703M Other supplementary provisions.E+W+S

(1)The following provisions of Part XII apply for the purposes of this Chapter—

(a)section 414 (construction of references to date of creation of charge),

(b)section 415 (prescribed particulars and related expressions),

(c)section 416 (notice of matters disclosed on the register),

(d)section 417 (power of court to dispense with signature),

(e)section 418 (regulations) and

(f)section 419 (minor definitions).]

[F770703N Index of defined expressions.E+W+S

The following Table shows the provisions of this Chapter and Part XII defining or otherwise explaining expressions used in this Chapter (other than expressions used only in the same section)—

chargesections 703A(2), 703B(3) and 395(2)
charge requiring registrationsections 703B(1) and 396
creation of chargesections 703M(f) and 419(2)
date of acquisition (of property by a company)sections 703M(f) and 419(3)
date of creation of chargesections 703M(a) and 414
propertysections 703A(2) and 395(2)
registered oversea companysection 703A(3)
registrar and registration in relation to a chargesections 703A(4) and 703E
situated in Great Britain in relation to vehiclessection 703L(1)
in relation to future propertysection 703L(2)]

F771F771CHAPTER IVE+W+S WINDING UP ETC.

Textual Amendments

F772703O. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F773703P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F774703Q. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F775703R. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part XXIVE+W+S The Registrar of Companies, His Functions and Offices

Modifications etc. (not altering text)

C305Pt. XXIV (ss. 704-715) applied (with modifications) (6.1.1997) by S.I. 1996/2827, reg. 4, Sch. 1

C306Power to amend and modify Pt. 24 conferred (1.7.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 58(a), 65; S.I. 2004/3322, art. 2(3), Sch. 3 (subject to arts. 3-13)

704 Registration offices.E+W+S

F776. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

705 Companies’ registered numbers.E+W+S

F777. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

705A Registration of branches of oversea companies.E+W+S

F778. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

706 Delivery to the registrar of documents in legible form.E+W+S

F779. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F780707. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

F780S. 707 repealed (22.12.2000) by S.I. 2000/3373, art. 31(4)

707A The keeping of company records by the registrar.E+W+S

(1)F781. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)F782. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)F782. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)F782. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

707B Delivery to the registrar using electronic communicationsE+W+S

F783. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

708 Fees payable to registrar.E+W+S

(1)F784. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)F784. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)F784. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)F784. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)F785. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

709 Inspection, &c. of records kept by the registrar.E+W+S

F786. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

710 Certificate of incorporation.E+W+S

F787. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

710A Provision and authentication by registrar of documents in non-legible form.E+W+S

F788. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

710B Documents relating to Welsh companies.E+W+S

F789. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

711 Public notice by registrar of receipt and issue of certain documents.E+W+S

F790. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

711A Exclusion of deemed notice.E+W+S

F791. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F792712. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

713 Enforcement of company’s duty to make returns.E+W+S

F793. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

714 Registrar’s index of company and corporate names.E+W+S

F794. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F795715. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

715A Interpretation.E+W+S

F796. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F797Part XXVE+W+S Miscellaneous and Supplementary Provisions

Textual Amendments

F797Ss. 716-734 repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16 and the repeal being partly in force, as to which see individual sections.

Modifications etc. (not altering text)

C308Power to amend and modify Pt. 25 conferred (1.7.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 58(b), 65; S.I. 2004/3322, art. 2(3), Sch. 3 (subject to arts. 3-13)

716 Prohibition of partnerships with more than 20 members.E+W+S

F798. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

717 Limited partnerships: limit on number of members.E+W+S

F799. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

718 Unregistered companies.E+W+S

F800. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

719 Power of company to provide for employees on cessation or transfer of business.E+W+S

F801. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

720 Certain companies to publish periodical statement.E+W+S

F802. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

721 Production and inspection of books where offence suspected.E+W+S

F803. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

722 Form of company registers, etc.E+W+S

F804. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

723 Use of computers for company records.E+W+S

F805. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

723A Obligations of company as to inspection of registers, &c.E+W+S

F806. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

723B Confidentiality ordersE+W+S

F807. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

723C Effect of confidentiality ordersE+W+S

F808. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

723D Construction of sections 723B and 723CE+W+S

F809. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

723E Sections 723B and 723C: offencesE+W+S

F810. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

723F Regulations under sections 723B to 723EE+W+S

F811. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F812724. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

725 Service of documents.E+W+S

F813. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

726 Costs and expenses in actions by certain limited companies.E+W+S

(1)F814. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)Where in Scotland a limited company is pursuer in an action or other legal proceeding, the court having jurisdiction in the matter may, if it appears by credible testimony that there is reason to believe that the company will be unable to pay the defender’s expenses if successful in his defence, order the company to find caution and sist the proceedings until caution is found.

Textual Amendments

Modifications etc. (not altering text)

C309S. 726 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I

727 Power of court to grant relief in certain cases.E+W+S

F815. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

728 Enforcement of High Court orders.E+W+S

F816. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

729 Annual report by Secretary of State.E+W+S

F817. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

730 Punishment of offences.E+W+S

(1)F818. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)F818. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)F818. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)F818. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)F819. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

730AMeaning of “officer in default”E+W+S

F820. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

731 Summary proceedings.E+W+S

F821. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

732 Prosecution by public authorities.E+W+S

F822. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

733 Offences by bodies corporate.E+W+S

F823. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

734 Criminal proceedings against unincorporated bodies.E+W+S

F824. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part XXVIE+W+S Interpretation

735“Company”, etc.E+W+S

F825. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

735A Relationship of this Act to Insolvency Act.E+W+S

F826. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

735B Relationship of this Act to Parts IV and V of the Financial Services Act 1986.E+W+S

F827. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

736“Subsidiary”, “holding company” and “wholly-owned subsidiary”.E+W+S

F828. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

736A Provisions supplementing s. 736.E+W+S

F829. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

736B Power to amend ss. 736 and 736A.E+W+S

F830. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

737“Called-up share capital”.E+W+S

F831. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

738“Allotment” and “paid up”.E+W+S

F832. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

739“Non-cash asset”.E+W+S

F833. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

740“Body corporate” and “corporation”.E+W+S

F834. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

741“Director” and “shadow director”.E+W+S

F835. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

742 Expressions used in connection with accounts.E+W+S

F836. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

742A Meaning of “offer to the public”E+W+S

F837. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

742B Meaning of “banking company”E+W+S

F838. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

742C Meaning of “insurance company” and “authorised insurance company”E+W+S

F839. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

743“Employees’ share scheme”.E+W+S

F840. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

743A Meaning of “office copy” in Scotland.E+W+S

F841. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

744 Expressions used generally in this Act.E+W+S

F842. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

744A Index of defined expressions.E+W+S

F843. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Part XXVIIU.K. Final Provisions

745 Northern Ireland.U.K.

F844. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F844S. 743-745 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

[F845745A.“Bank of England”U.K.

In this Act references to the Bank of England do not include the Bank acting in its capacity as the Prudential Regulation Authority.]

Textual Amendments

F846746 Commencement.U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F846Words repealed (subject to the transitional and saving provisions as mentioned in S.I. 1990/355, art. 5) by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24

747 Citation.U.K.

This Act may be cited as the Companies Act 1985.

SCHEDULES

F847F847SCHEDULE 1E+W+SParticulars of Directors etc. to be Contained in Statement Under Section 10

Textual Amendments

DirectorsE+W+S

1—Subject as provided below, the statement under section 10(2) shall contain the following particulars with respect to each person named as director—

(a)in the case of an individual, his present [F848name], any former [F848name], his usual residential address, his nationality, his business occupation (if any), particulars of any other directorships held by him, or which have been held by him [F849and his date of birth];

(b)in the case of a corporation [F850or Scottish firm], its corporate [F851or firm] name and registered or principal office.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SecretariesE+W+S

3(1)The statement shall contain the following particulars with respect to the person named as secretary or, where there are to be joint secretaries, with respect to each person named as one of them—

(a)in the case of an individual, his present [F853name], any former [F853name] and his usual residential address,

(b)in the case of a corporation or a Scottish firm, its corporate or firm name and registered or principal office.

(2)However, if all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated instead of the particulars otherwise required by this paragraph.

InterpretationE+W+S

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F855F855SCHEDULE 2E+W+S Interpretation of References to “Beneficial Interest”

Textual Amendments

[F856Part IE+W+S References in Sections 23, 145, 146 and 148]

Residual interests under pension and employees’ share schemesE+W+S

1(1)Where shares in a company are held on trust for the purposes of a pension scheme or an employees’ share scheme, there is to be disregarded any residual interest which has not vested in possession, being an interest of the company or, [F857as this paragraph applies for the purposes of section 23(2)],

  • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F858

  • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F858

of any subsidiary of the company.

(2)In this paragraph, “a residual interest” means a right of the company or subsidiary in question (“the residual beneficiary”) to receive any of the trust property in the event of—

(a)all the liabilities arising under the scheme having been satisfied or provided for, or

(b)the residual beneficiary ceasing to participate in the scheme, or

(c)the trust property at any time exceeding what is necessary for satisfying the liabilities arising or expected to arise under the scheme.

(3)In sub-paragraph (2), references to a right include a right dependent on the exercise of a discretion vested by the scheme in the trustee or any other person; and references to liabilities arising under a scheme include liabilities that have resulted or may result from the exercise of any such discretion.

(4)For purposes of this paragraph, a residual interest vests in possession—

(a)in a case within (a) or sub-paragraph (2), on the occurrence of the event there mentioned, whether or not the amount of the property receivable pursuant to the right mentioned in that sub-paragraph is then ascertained, and

(b)in a case within (b) or (c) of that sub-paragraph, when the residual beneficiary becomes entitled to require the trustee to transfer to that beneficiary any of the property receivable pursuant to that right.

(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F859

2(1)The following has effect as regards the operation of sections . . . F860 144, 145 and 146 to 149 in cases where a residual interest vests in possession.

(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F861

(3)Where by virtue of paragraph 1 of this Schedule any shares are exempt from section 144 or 145 at the time when they are issued or acquired but the residual interest in question vests in possession before they are disposed of or fully paid up, those sections apply to the shares as if they had been issued or acquired on the date on which that interest vests in possession.

(4)Where by virtue of paragraph 1 any shares are exempt from sections 146 to 149 at the time when they are acquired but the residual interest in question vests in possession before they are disposed of, those sections apply to the shares as if they had been acquired on the date on which that interest vests in possession.

(5)The above sub-paragraphs apply irrespective of the date on which the residual interest vests or vested in possession; but where the M28date on which it vested was before 26th July 1983 (the passing of the Companies (Beneficial Interests) Act 1983), they have effect as if the vesting had occurred on that date.

Employer’s charges and other rights of recoveryE+W+S

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trustee’s right to expenses, remuneration, indemnity, etc.E+W+S

4(1)Where a company is a trustee . . . F867, there are to be disregarded any rights which the company has in its capacity as trustee including, in particular, any right to recover its expenses or be remunerated out of the trust property and any right to be indemnified out of that property for any liability incurred by reason of any act or omission of the company in the performance of its duties as trustee.

(2)[F868As this paragraph applies for the purposes of section 23(2)] . . . F869, sub-paragraph (1) has effect as if references to a company included any body corporate which is a subsidiary of a company.

[F870(3)As respects sections 145, 146 and 148, sub-paragraph (1) above applies where a company is a personal representative as it applies where a company is a trustee.]

SupplementaryE+W+S

5(1)The following applies for the interpretation of [F871this Part of this Schedule].

(2)“Pension scheme” means any scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees; and “relevant benefits” means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death.

(3)In sub-paragraph (2) of this paragraph, and in paragraph 3(2)(a), “employer” and “employee” are to be read as if a director of a company were employed by it.

F872F872[F873Part IIE+W+S References in Schedule 5]

Resididual interests under pension and employees’ share schemesE+W+S

[F874 Employer’s charges and other rights of recovery]E+W+S

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F877 Trustee’s right to expenses, remuneration, indemnity, &c.]E+W+S

[F878 Supplementary]E+W+S

Section 56, et passim in Part III.

F879SCHEDULE 3E+W+S Mandatory Contents of Prospectus

Textual Amendments

F879Schs. 1-15B repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16 and the repeal being partly in force, as to which see individual provisions

Modifications etc. (not altering text)

C311Sch. 3 applied with modifications by S.I. 1985/680, regs. 4–6, Sch.

[F880Part IE+W+S Matters to be Stated

Textual Amendments

F880Sch. 3 repealed by Financial Services Act 1986 (c. 60, SIF 69), s. 212(3), Sch. 17 Pt. I (the repeal being or coming into force as mentioned in S.I. 1986/2246, art. 5, Sch. 4, 1988/1960, art. 4 (as amended) and S.I. 1988/2285, art. 5 and being otherwiseprosp.)

The company’s proprietorship, management and its capital requirementE+W+S

1(1)The prospectus must state—E+W+S

(a)the number of founders or management or deferred shares (if any) and the nature and extent of the interest of the holders in the property and profits of the company;

(b)the number of shares (if any) fixed by the company’s articles as the qualification of a director, and any provision in the articles as to the remuneration of directors; and

(c)the names, descriptions and addresses of the directors or proposed directors.

(2)As this paragraph applies for the purposes of section 72(3), sub-paragraph (1)(b) is to be read with the substitution for the reference to the company’s articles of a reference to its constitution.

(3)Sub-paragraphs (1)(b) and (1)(c) do not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.

2E+W+SF881. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F881Schs. 3 para. 2 repealed (1.10.2009 so far as not previously repealed) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))

Details relating to the offerE+W+S

3(1)The prospectus must state—E+W+S

(a)the time of the opening of the subscription lists, and

(b)the amount payable on application and allotment on each share (including the amount, if any, payable by way of premium).

(2)In the case of a second or subsequent offer of shares, there must also be stated the amount offered for subscription on each previous allotment made within the 2 preceding years, the amount actually allotted and the amount (if any) paid on the shares so allotted, including the amount (if any) paid by way of premium.

4(1)There must be stated the number, description and amount of any shares in or debentures of the company which any person has, or is entitled to be given, an option to subscribe for.E+W+S

(2)The following particulars of the option must be given—

(a)the period during which it is exercisable,

(b)the price to be paid for shares or debentures subscribed for under it,

(c)the consideration (if any) given or to be given for it or the right to it,

(d)the names and addresses of the persons to whom it or the right to it was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.

(3)References in this paragraph to subscribing for shares or debentures include acquiring them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.

5E+W+SThe prospectus must state the number and amount of shares and debentures which within the 2 preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash; and—

(a)in the latter case the extent to which they are so paid up, and

(b)in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued.

Property acquired or to be acquired by the companyE+W+S

6(1)For purposes of the following two paragraphs, “relevant property” is property purchased or acquired by the company, or proposed so to be purchased or acquired,E+W+S

(a)which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus, or

(b)the purchase or acquisition of which has not been completed at the date of the issue of the prospectus.

(2)But those two paragraphs do not apply to property—

(a)the contract for whose purchase or acquisition was entered into in the ordinary course of the company’s business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract, or

(b)as respects which the amount of the purchase money is not material.

7E+W+SAs respects any relevant property, the prospectus must state—

(a)the names and addresses of the vendors,

(b)the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor,

(c)short particulars of any transaction relating to the property completed within the 2 preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect.

8E+W+SThere must be stated the amount (if any) paid or payable as purchase money in cash, shares or debentures for any relevant property, specifying the amount (if any) payable for goodwill.

9(1)The following applies for the interpretation of paragraphs 6, 7 and 8.E+W+S

(2)Every person is deemed a vendor who has entered into any contract (absolute or conditional) for the sale or purchase, or for any option of purchase, of any property to be acquired by the company, in any case where—

(a)the purchase money is not fully paid at the date of the issue of the prospectus,

(b)the purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus,

(c)the contract depends for its validity or fulfilment on the result of that issue.

(3)Where any property to be acquired by the company is to be taken on lease, paragraphs 6, 7 and 8 apply as if “vendor” included the lessor, “purchase money” included the consideration for the lease, and “sub-purchaser” included a sub-lessee.

(4)For purposes of paragraph 7, where the vendors or any of them are a firm, the members of the firm are not to be treated as separate vendors.

Commissions, preliminary expenses, etc.E+W+S

10(1)The prospectus must state—E+W+S

(a)the amount (if any) paid within the 2 preceding years, or payable, as commission (but not including commission to sub-underwriters) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the company, or the rate of any such commission,

(b)the amount or estimated amount of any preliminary expenses and the persons by whom any of those expenses have been paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable,

(c)any amount or benefit paid or given within the 2 preceding years or intended to be paid or given to any promoter, and the consideration for the payment or the giving of the benefit.

(2)Sub-paragraph (1)(b) above, so far as it relates to preliminary expenses, does not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.

ContractsE+W+S

11(1)The prospectus must give the dates of, parties to and general nature of every material contract.E+W+S

(2)This does not apply to a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company, or a contract entered into more than 2 years before the date of issue of the prospectus.

AuditorsE+W+S

12E+W+SThe prospectus must state the names and addresses of the company’s auditors (if any).

Interests of directorsE+W+S

13(1)The prospectus must give full particulars of—E+W+S

(a)the nature and extent of the interest (if any) of every director in the promotion of, or in the property proposed to be acquired by, the company, or

(b)where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm.

(2)With the particulars under sub-paragraph (1)(b) must be provided a statement of all sums paid or agreed to be paid to the director or the firm in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or the firm in connection with the promotion or formation of the company.

(3)This paragraph does not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.

Other mattersE+W+S

14E+W+SIf the prospectus invites the public to subscribe for shares in the company and the company’s share capital is divided into different classes of shares, the prospectus must state the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.

15E+W+SIn the case of a company which has been carrying on business, or of a business which has been carried on for less than 3 years, the prospectus must state the length of time during which the business of the company (or the business to be aquired, as the case may be) has been carried on.]

Part IIE+W+S Auditors’ and accountants’ reports to be set out in prospectus

Auditors’ reportE+W+S

16(1)The prospectus shall set out a report by the company’s auditors with respect to—E+W+S

(a)profits and losses and assets and liabilities, in accordance with sub-paragraphs (2) and (3) below, as the case requires, and

(b)the rates of the dividends (if any) paid by the company in respect of each class of shares in respect of each of the 5 financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares in respect of any of those years.

If no accounts have been made up in respect of any part of the 5 years ending on a date 3 months before the issue of the prospectus, the report shall contain a statement of that fact.

(2)If the company has no [F882subsidiary undertakings], the report shall—

(a)deal with profits and losses of the company in respect of each of the 5 financial years immediately preceding the issue of the prospectus, and

(b)deal with the assets and liabilities of the company at the last date to which the company’s accounts were made up.

[F883(3)If the company has subsidiary undertakings, the report shall—

(a)deal separately with the company’s profits or losses as provided by sub-paragraph (2), and in addition deal either—

(i)as a whole with the combined profits or losses of its subsidiary undertakings, so far as they concern members of the company, or

(ii)individually with the profits or losses of each of its subsidiary undertakings, so far as they concern members of the company,

or, instead of dealing separately with the company’s profits or losses, deal as a whole with the profits or losses of the company and (so far as they concern members of the company) with the combined profits and losses of its subsidiary undertakings; and

(b)deal separately with the company’s assets and liabilities as provided by sub-paragraph (2), and in addition deal either—

(i)as a whole with the combined assets and liabilities of its subsidiary undertakings, with or without the company’s assets and liabilities, or

(ii)individually with the assets and liabilities of each of its subsidiary undertakings,

indicating, as respects the assets and liabilities of its subsidiary undertakings, the allowance to be made for persons other than members of the company.]

Textual Amendments

F882Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 19(2) (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9)

F883Sch. 3 para. 16(3) substituted (subject to the transitional and saving provisons in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 19(2)

Accountants’ reportsE+W+S

17E+W+SIf the proceeds of the issue of the shares or debentures are to be applied directly or indirectly in the purchase of any business, or any part of the proceeds of the issue is to be so applied, there shall be set out in the prospectus a report made by accountants upon—

(a)the profits or losses of the business in respect of each of the 5 financial years immediately preceding the issue of the prospectus, and

(b)the assets and liabilities of the business at the last date to which the accounts of the business were made up.

[F88418(1)The following provisions apply if—E+W+S

(a)the proceeds of the issue are to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other undertaking, or any part of the proceeds is to be so applied, and

(b)by reason of that acquisition or anything to be done in consequence of or in connection with it, that undertaking will become a subsidiary undertaking of the company.

(2)There shall be set out in the prospectus a report made by accountants upon—

(a)the profits or losses of the other undertaking in respect of each of the five financial years immediately preceding the issue of the prospectus, and

(b)the assets and liabilities of the other undertaking at the last date to which its accounts were made up.

(3)The report shall—

(a)indicate how the profits or losses of the other undertaking would in respect of the shares to be acquired have concerned members of the company and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired, and

(b)where the other undertaking is a parent undertaking, deal with the profits or losses and the assets and liabilities of the undertaking and its subsidiary undertakings in the manner provided by paragraph 16(3) above in relation to the company and its subsidiary undertakings.

(4)In this paragraph “undertaking” and “shares”, in relation to an undertaking, have the same meaning as in Part VII.]

Textual Amendments

F884Sch. 3 para. 18 substituted (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 19(3)

Provisions interpreting preceding paragraphs, and modifying them in certain casesE+W+S

19E+W+SIf in the case of a company which has been carrying on business, or of a business which has been carried on for less than 5 years, the accounts of the company or business have only been made up in respect of 4 years, 3 years, 2 years or one year, the preceding paragraphs of this Part have effect as if references to 4 years, 3 years, 2 years or one year (as the case may be) were substituted for references to 5 years.

20E+W+SThe expression “financial year” in this Part means the year in respect of which the accounts of the company or of the business (as the case may be) are made up; and where by reason of any alteration of the date on which the financial year of the company or business terminates the accounts have been made up for a period greater or less than one year, that greater or less period is for purposes of this Part deemed to be a financial year.

21E+W+SAny report required by this Part shall either indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary, or shall make those adjustments and indicate that adjustments have been made.

22(1)A report required by paragraph 17 or 18 shall be made by accountants qualified under this Act for appointment as auditors of a company.E+W+S

[F885(2)Such a report shall not be made by an accountant who is an officer or servant, or a partner of or in the employment of an officer or servant, of—

(a)the company or any of its subsidiary undertakings,

(b)a parent undertaking of the company or any subsidiary undertaking of such an undertaking.]

(3)The accountants making any report required for purposes of paragraph 17 or 18 shall be named in the prospectus.

Textual Amendments

F885Sch. 3 para. 22(2) substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 19(4)

F886F886SCHEDULE 4E+W+S

Textual Amendments

Part IE+W+S General Rules and Formats

Section AE+W+S General Rules

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section BE+W+S The Required Formats for Accounts

PreliminaryE+W+S

6References in this Part of this Schedule to the items listed in any of the formats set out below are to those items read together with any of the notes following the formats which apply to any of those items, and the requirement imposed by paragraph 1 to show the items listed in any such format in the order adopted in the format is subject to any provision in those notes for alternative positions for any particular items.

7A number in brackets following any item in any of the formats set out below is a reference to the note of that number in the notes following the formats.

8In the notes following the formats—

(a)the heading of each note gives the required heading or sub-heading for the item to which it applies and a reference to any letters and numbers assigned to that item in the formats set out below (taking a reference in the case of Format 2 of the balance sheet formats to the item listed under “Assets” or under “Liabilities” as the case may require); and

(b)references to a numbered format are to the balance sheet format or (as the case may require) to the profit and loss account format of that number set out below.

Balance Sheet FormatsE+W+S
Balance Sheet FormatsE+W+S
Profit and loss account formatsE+W+S

Format 1

(see note (17) below)

1. Turnover

2. Cost of sales (14)

3. Gross profit or loss

4. Distribution costs (14)

5. Administrative expenses (14)

6. Other operating income

7. Income from shares in [F899group undertakings]

Textual Amendments

F899Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 4(2), 213(2), Sch. 1 para. 2(1) (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9, Sch. 2)

8. Income from [F900participating interests]

Textual Amendments

F900Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 4(2), 213(2), Sch. 1 para. 3(1) (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9, Sch. 2)

9. Income from other fixed asset investments (15)

10. Other interest receivable and similar income (15)

11. Amounts written off investments

12. Interest payable and similar charges (16)

13. Tax on profit or loss on ordinary activities

14. Profit or loss on ordinary activities after taxation

15. Extraordinary income

16. Extraordinary charges

17. Extraordinary profit or loss

18. Tax on extraordinary profit or loss

19. Other taxes not shown under the above items

20. Profit or loss for the financial year

Profit and loss account formatsE+W+S

Format 2

Modifications etc. (not altering text)

C316Sch. 4 Pt.I, Balance Sheet Formats 1 and 2 and Note (2) amended (31.10.1994) by 1994 c. 26, s. 106(2), Sch. 4 para. 1(2); S.I. 1994/2550, art. 2

1. Turnover

2. Change in stocks of finished goods and in work in progress

3. Own work capitalised

4. Other operating income

5. (a) Raw materials and consumables

(b) Other external charges

6. Staff costs:

(a) wages and salaries

(b) social security costs

(c) other pension costs

7. (a)Depreciation and other amounts written off tangible and intangible fixed assets

(b) Exceptional amounts written off current assets

8. Other operating charges

9. Income from shares in [F901group undertakings]

Textual Amendments

F901Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 4(2), 213(2), Sch. 1 para. 2(1) (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9, Sch. 2)

10. Income from [F902participating interests]

Textual Amendments

F902Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 4(2), 213(2), Sch. 1 para. 3(1) (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9, Sch. 2)

11. Income from other fixed asset investments (15)

12. Other interest receivable and similar income (15)

13. Amounts written off investments

14. Interest payable and similar charges (16)

15. Tax on profit or loss on ordinary activities

16. Profit or loss on ordinary activities after taxation

17. Extraordinary income

18. Extraordinary charges

19. Extraordinary profit or loss

20. Tax on extraordinary profit or loss

21. Other taxes not shown under the above items

22. Profit or loss for the financial year

Profit and loss account formatsE+W+S

Format 3

(see note (17) below)

A. Charges

1. Cost of sales (14)

2. Distribution costs (14)

3. Administrative expenses (14)

4. Amounts written off investments

5. Interest payable and similar charges (16)

6. Tax on profit or loss on ordinary activities

7. Profit or loss on ordinary activities after taxation

8. Extraordinary charges

9. Tax on extraordinary profit or loss

10. Other taxes not shown under the above items

11. Profit or loss for the financial year

B. Income

1. Turnover

2. Other operating income

3. Income from shares in [F903group undertakings]

4. Income from [F904participating interests]

5. Income from other fixed asset investments (15)

6. Other interest receivable and similar income (15)

7. Profit or loss on ordinary activities after taxation

8. Extraordinary income

9. Profit or loss for the financial year

Textual Amendments

F903Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 4(2), 213(2), Sch. 1 para. 2(1) (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9, Sch. 2)

F904Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 4(2), 213(2), Sch. 1 para. 3(1) (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9, Sch. 2)

Profit and loss account formatsE+W+S

Format 4

A. Charges

1. Reduction in stocks of finished goods and in work in progress.

2. (a) Raw materials and consumables

(b) Other external charges

3. Staff costs:

(a) wages and salaries

(b) social security costs

(c) other pension costs

4. (a) Depreciation and other amounts written off tangible and intangible fixed assets

(b) Exceptional amounts written off current assets

5. Other operating charges

6. Amounts written off investments

7. Interest payable and similar charges (16)

8. Tax on profit or loss on ordinary activities

9. Profit or loss on ordinary activities after taxation

10. Extraordinary charges

11. Tax on extraordinary profit or loss

12. Other taxes not shown under the above items

13. Profit or loss for the financial year

B. Income

1. Turnover

2. Increase in stocks of finished goods and in work in progress

3. Own work capitalised

4. Other operating income

5. Income from shares in [F905group undertakings]

6. Income from [F906participating interests]

7. Income from other fixed asset investments (15)

8. Other interest receivable and similar income (15)

9. Profit or loss on ordinary activities after taxation

10. Extraordinary income

11. Profit or loss for the financial year

Textual Amendments

F905Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 4(2), 213(2), Sch. 1 para. 2(1) (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9, Sch. 2)

F906Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 4(2), 213(2), Sch. 1 para. 3(1) (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9, Sch. 2)

Notes on the profit and loss account formats

(14) Cost of sales: distribution costs: administrative expenses

(Format 1, items 2, 4 and 5 and Format 3, items A.1, 2 and 3.)

These items shall be stated after taking into account any necessary provisions for depreciation or diminution in value of assets.

(15) Income from other fixed asset investments: other interest receivable and similar income

(Formal 1, items 9 and 10: Format 2, items 11 and 12: Format 3, items B.5 and 6: Format 4, items B.7 and 8.)

Income and interest derived from [F905group undertakings] shall be shown separately from income and interest derived from other sources.

(16) Interest payable and similar charges

(Format 1, item 12: Format 2, item 14: Format 3, item A.5: Format 4, item A.7.)

The amount payable to [F905group undertakings] shall be shown separately.

(17) Formats 1 and 3

The amount of any provisions for depreciation and diminution in value of tangible and intangible fixed assets falling to be shown under items 7(a) and A.4(a) respectively in Formats 2 and 4 shall be disclosed in a note to the accounts in any case where the profit and loss account is prepared by reference to Format 1 or Format 3.

Part IIE+W+S Accounting Principles and Rules

Section AE+W+S Accounting Principles

PreliminaryE+W+S
Accounting principlesE+W+S
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Departure from the accounting principlesE+W+S

Section BE+W+S Historical Cost Accounting Rules

PreliminaryE+W+S
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed assetsE+W+S
Rules for determining particular fixed asset itemsE+W+S
Current assetsE+W+S
Miscellaneous and supplementary provisionsE+W+S

Section CE+W+S Alternative Accounting Rules

PreliminaryE+W+S
Alternative accounting rulesE+W+S
Application of the depreciation rulesE+W+S
Additional information to be provided in case of departure from historical cost accounting rulesE+W+S
Revaluation reserveE+W+S
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION D E+W+SFAIR VALUE ACCOUNTING

Inclusion of financial instruments at fair valueE+W+S
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Determination of fair valueE+W+S
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inclusion of hedged items at fair valueE+W+S
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets that may be included at fair valueE+W+S
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounting for changes in valueE+W+S
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The fair value reserveE+W+S
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part IIIE+W+S Notes to the Accounts

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F939Part IVE+W+S Special Provisions Where Company is a Parent Company or Subsidiary Undertaking]

[F940 Dealings with or interests in [F941group undertakings]]E+W+S

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F943 Guarantees and other financial commitments in favour of [F944group undertakings]]E+W+S

59ACommitments within any of sub-paragraphs (1) to (5) of paragraph 50 (guarantees and other financial commitments) which are undertaken on behalf of or for the benefit of—

(a)any parent undertaking or fellow subsidiary undertaking, or

(b)any subsidiary undertaking of the company,

shall be stated separately from the other commitments within that sub-paragraph, and commitments within paragraph (a) shall also be stated separately from those within paragraph (b).

F945. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

60—70.

Part VE+W+S Special Provisions where the Company is an Investment Company

71(1)Paragraph 34 does not apply to the amount of any profit or loss arising from a determination of the value of any investments of an investment company on any basis mentioned in paragraph 31(3).

(2)Any provisions made by virtue of paragraph 19(1) or (2) in the case of an investment company in respect of any fixed asset investments need not be charged to the company’s profit and loss account provided they are either—

(a)charged against any reserve account to which any amount excluded by sub-paragraph (1) from the requirements of paragraph 34 has been credited; or

(b)shown as a separate item in the company’s balance sheet under the sub-heading “other reserves”.

(3)For the purposes of this paragraph, as it applies in relation to any company, “fixed asset investment” means any asset falling to be included under any item shown in the company’s balance sheet under the subdivision “investments” under the general item “fixed assets”.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

73A company shall be treated as an investment company for the purposes of this Part of this Schedule in relation to any financial year of the company if—

(a)during the whole of that year it was an investment company as defined by section 266 of this Act, and

(b)it was not at any time during that year prohibited under section 265(4) of this Act (no distribution where capital profits have been distributed, etc.) from making a distribution by virtue of that section.

F948. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

74

Part VIE+W+S

F949. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

75

Part VIIE+W+S Interpretation of Schedule

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F951. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Historical cost accounting rulesE+W+S

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LeasesE+W+S

Listed investmentsE+W+S

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LoansE+W+S

MaterialityE+W+S

F953. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

ProvisionsE+W+S

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F956. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Staff costsE+W+S

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F961. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

F962F962 Schedule 4AE+W+S

Textual Amendments

General rulesE+W+S

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3(1)Where assets and liabilities to be included in the group accounts have been valued or otherwise determined by undertakings according to accounting rules differing from those used for the group accounts, the values or amounts shall be adjusted so as to accord with the rules used for the group accounts.

(2)If it appears to the directors of the parent company that there are special reasons for departing from sub-paragraph (1) they may do so, but particulars of any such departure, the reasons for it and its effect shall be given in a note to the accounts.

(3)The adjustments referred to in this paragraph need not be made if they are not material for the purpose of giving a true and fair view.

4Any differences of accounting rules as between a parent company’s individual accounts for a financial year and its group accounts shall be disclosed in a note to the latter accounts and the reasons for the difference given.

5Amounts which in the particular context of any provision of this Schedule are not material may be disregarded for the purposes of that provision.

[F967 Elimination of group transactions]E+W+S

6(1)Debts and claims between undertakings included in the consolidation, and income and expenditure relating to transactions between such undertakings, shall be eliminated in preparing the group accounts.

(2)Where profits and losses resulting from transactions between undertakings included in the consolidation are included in the book value of assets, they shall be eliminated in preparing the group accounts.

(3)The elimination required by sub-paragraph (2) may be effected in proportion to the group’s interest in the shares of the undertakings.

(4)Sub-paragraphs (1) and (2) need not be complied with if the amounts concerned are not material for the purpose of giving a true and fair view.

[F968 Acquisition and merger accounting]E+W+S

7(1)The following provisions apply where an undertaking becomes a subsidiary undertaking of the parent company.

(2)That event is referred to in those provisions as an “acquisition”, and references to the “undertaking acquired” shall be construed accordingly.

8An acquisition shall be accounted for by the acquisition method of accounting unless the conditions for accounting for it as a merger are met and the merger method of accounting is adopted.

9(1)The acquisition method of accounting is as follows.

(2)The identifiable assets and liabilities of the undertaking acquired shall be included in the consolidated balance sheet at their fair values as at the date of acquisition.

In this paragraph the “identifiable” assets or liabilities of the undertaking acquired means the assets or liabilities which are capable of being disposed of or discharged separately, without disposing of a business of the undertaking.

(3)The income and expenditure of the undertaking acquired shall be brought into the group accounts only as from the date of the acquisition.

(4)There shall be set off against the acquisition cost of the interest in the shares of the undertaking held by the parent company and its subsidiary undertakings the interest of the parent company and its subsidiary undertakings in the adjusted capital and reserves of the undertaking acquired.

For this purpose—

  • “the acquisition cost” means the amount of any cash consideration and the fair value of any other consideration, together with such amount (if any) in respect of fees and other expenses of the acquisition as the company may determine, and

  • “the adjusted capital and reserves” of the undertaking acquired means its capital and reserves at the date of the acquisition after adjusting the identifiable assets and liabilities of the undertaking to fair values as at that date.

(5)The resulting amount if positive shall be treated as goodwill, and if negative as a negative consolidation difference.

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11(1)The merger method of accounting is as follows.

(2)The assets and liabilities of the undertaking acquired shall be brought into the group accounts at the figures at which they stand in the undertaking’s accounts, subject to any adjustment authorised or required by this Schedule.

(3)The income and expenditure of the undertaking acquired shall be included in the group accounts for the entire financial year, including the period before the acquisition.

(4)The group accounts shall show corresponding amounts relating to the previous financial year as if the undertaking acquired had been included in the consolidation throughout that year.

(5)There shall be set off against the aggregate of—

(a)the appropriate amount in respect of qualifying shares issued by the parent company or its subsidiary undertakings in consideration for the acquisition of shares in the undertaking acquired, and

(b)the fair value of any other consideration for the acquisition of shares in the undertaking acquired, determined as at the date when those shares were acquired,

the nominal value of the issued share capital of the undertaking acquired held by the parent company and its subsidiary undertakings.

(6)The resulting amount shall be shown as an adjustment to the consolidated reserves.

(7)In sub-paragraph (5)(a) “qualifying shares” means—

(a)shares in relation to which section 131 (merger relief ) applies, in respect of which the appropriate amount is the nominal value; or

(b)shares in relation to which section 132 (relief in respect of group reconstructions) applies, in respect of which the appropriate amount is the nominal value together with any minimum premium value within the meaning of that section.

12(1)Where a group is acquired, paragraphs 9 to 11 apply with the following adaptations.

(2)References to shares of the undertaking acquired shall be construed as references to shares of the parent undertaking of the group.

(3)Other references to the undertaking acquired shall be construed as references to the group; and references to the assets and liabilities, income and expenditure and capital and reserves of the undertaking acquired shall be construed as references to the assets and liabilities, income and expenditure and capital and reserves of the group after making the set-offs and other adjustments required by this Schedule in the case of group accounts.

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15Where during the financial year there has been a disposal of an undertaking or group which significantly affects the figures shown in the group accounts, there shall be stated in a note to the accounts—

(a)the name of that undertaking or, as the case may be, of the parent undertaking of that group, and

(b)the extent to which the profit or loss shown in the group accounts is attributable to profit or loss of that undertaking or group.

16The information required by paragraph 13, 14 or 15 above need not be disclosed with respect to an undertaking which—

(a)is established under the law of a country outside the United Kingdom, or

(b)carries on business outside the United Kingdom,

if in the opinion of the directors of the parent company the disclosure would be seriously prejudicial to the business of that undertaking or to the business of the parent company or any of its subsidiary undertakings and the Secretary of State agrees that the information should not be disclosed.

[F973 Minority interests]E+W+S

17(1)The formats set out in Schedule 4 have effect in relation to group accounts with the following additions.

(2)In the Balance Sheet Formats a further item headed “Minority interests” shall be added—

(a)in Format 1, either after item J or at the end (after item K), and

(b)in Format 2, under the general headingLIABILITIES, between items A and B;

and under that item shall be shown the amount of capital and reserves attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.

(3)In the Profit and Loss Account Formats a further item headed “Minority interests” shall be added—

(a)in Format 1, between items 14 and 15,

(b)in Format 2, between items 16 and 17,

(c)in Format 3, between items 7 and 8 in both sections A and B, and

(d)in Format 4, between items 9 and 10 in both sections A and B;

and under that item shall be shown the amount of any profit or loss on ordinary activities attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.

(4)In the Profit and Loss Account Formats a further item headed “Minority interests” shall be added—

(a)in Format 1, between items 18 and 19,

(b)in Format 2, between items 20 and 21,

(c)in Format 3, between items 9 and 10 in section A and between items 8 and 9 in section B, and

(d)in Format 4, between items 11 and 12 in section A and between items 10 and 11 in section B;

and under that item shall be shown the amount of any profit or loss on extraordinary activities attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.

(5)For the purposes of paragraph 3(3) and (4) of Schedule 4 (power to adapt or combine items)—

(a)the additional item required by sub-paragraph (2) above shall be treated as one to which a letter is assigned, and

(b)the additional items required by sub-paragraphs (3) and (4) above shall be treated as ones to which an Arabic number is assigned.

[F974 Interests in subsidiary undertakings excluded from consolidation]E+W+S

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[F976 Joint ventures]E+W+S

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[F978 Associated undertakings]E+W+S

20(1)An “associated undertaking” means an undertaking in which an undertaking included in the consolidation has a participating interest and over whose operating and financial policy it exercises a significant influence, and which is not—

(a)a subsidiary undertaking of the parent company, or

(b)a joint venture dealt with in accordance with paragraph 19.

(2)Where an undertaking holds 20 per cent. or more of the voting rights in another undertaking, it shall be presumed to exercise such an influence over it unless the contrary is shown.

(3)The voting rights in an undertaking means 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. (4) The provisions of paragraphs 5 to 11 of Schedule 10A (rights to be taken into account and attribution of rights) apply in determining for the purposes of this paragraph whether an undertaking holds 20 per cent. or more of the voting rights in another undertaking.

21(1)The formats set out in Schedule 4 have effect in relation to group accounts with the following modifications.

(2)In the Balance Sheet Formats the items headed “Participating interests”, that is—

(a)in Format 1, item B.III.3, and

(b)in Format 2, item B.III.3 under the headingASSETS,

shall be replaced by two items, “Interests in associated undertakings” and “Other participating interests”.

(3)In the Profit and Loss Account Formats, the items headed “Income from participating interests”, that is—

(a)in Format 1, item 8,

(b)in Format 2, item 10,

(c)in Format 3, item B.4, and

(d)in Format 4, item B.6,

shall be replaced by two items, “Income from interests in associated undertakings” and “Income from other participating interests”.

22(1)The interest of an undertaking in an associated undertaking, and the amount of profit or loss attributable to such an interest, shall be shown by the equity method of accounting (including dealing with any goodwill arising in accordance with paragraphs 17 to 19 and 21 of Schedule 4).

(2)Where the associated undertaking is itself a parent undertaking, the net assets and profits or losses to be taken into account are those of the parent and its subsidiary undertakings (after making any consolidation adjustments).

(3)The equity method of accounting need not be applied if the amounts in question are not material for the purpose of giving a true and fair view.

F979F979SCHEDULE 5U.K.

Textual Amendments

Part IU.K. Companies not Required to Prepare Group Accounts

Subsidiary undertakingsU.K.

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[F981 Holdings in subsidiary undertakings]U.K.

2(1)There shall be stated in relation to shares of each class held by the company in a subsidiary undertaking—

(a)the identity of the class, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

(2)The shares held by or on behalf of the company itself shall be distinguished from those attributed to the company which are held by or on behalf of a subsidiary undertaking.

[F982 Financial information about subsidiary undertakings]U.K.

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F984 Financial years of subsidiary undertakingsU.K.

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[F986 Further information about subsidiary undertakings]U.K.

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[F988 Shares and debentures of company held by subsidiary undertakings]U.K.

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[F991 Significant holdings in undertakings other than subsidiary undertakings]U.K.

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[F997 Arrangements attracting merger relief]U.K.

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[F999 Parent undertaking drawing up accounts for larger group]U.K.

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[F1001 Identification of ultimate parent company]U.K.

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[F1003 Constructions of references to shares held by company]U.K.

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[F1005Part IIU.K. Companies Required to Prepare Group Accounts]

IntroductoryU.K.

14In this Part of this Schedule “the group” means the group consisting of the parent company and its subsidiary undertakings.

[F1006 Subsidiary undertakings]U.K.

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[F1008 Holdings in subsidiary undertakings]U.K.

16(1)The following information shall be given with respect to the shares of a subsidiary undertaking held—

(a)by the parent company, and

(b)by the group;

and the information under paragraphs (a) and (b) shall (if different) be shown separately.

(2)There shall be stated—

(a)the identity of each class of shares held, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

[F1009 Financial information about subsidiary undertakings not included in the consolidation]U.K.

17(1)There shall be shown with respect to each subsidiary undertaking not included in the consolidation—

(a)the aggregate amount of its capital and reserves as at the end of its relevant financial year, and

(b)its profit or loss for that year.

(2)That information need not be given if the group’s investment in the undertaking is included in the accounts by way of the equity method of valuation or if—

(a)the undertaking is not required by any provision of this Act to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Great Britain or elsewhere, and

(b)the holding of the group is less than 50 per cent. of the nominal value of the shares in the undertaking.

(3)Information otherwise required by this paragraph need not be given if it is not material.

(4)For the purposes of this paragraph the “relevant financial year” of a subsidiary undertaking is—

(a)if its financial year ends with that of the company, that year, and

(b)if not, its financial year ending last before the end of the company’s financial year.

[F1010 Further information about subsidiary undertakings excluded from consolidation]U.K.

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[F1012 Financial years of subsidiary undertakings]U.K.

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[F1014 Shares and debentures of company held by subsidiary undertakings]U.K.

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[F1017 Joint ventures]U.K.

21(1)The following information shall be given where an undertaking is dealt with in the consolidated accounts by the method of proportional consolidation in accordance with paragraph 19 of Schedule 4A (joint ventures)—

(a)the name of the undertaking;

(b)the address of the principal place of business of the undertaking;

(c)the factors on which joint management of the undertaking is based; and

(d)the proportion of the capital of the undertaking held by undertakings included in the consolidation.

(2)Where the financial year of the undertaking did not end with that of the company, there shall be stated the date on which a financial year of the undertaking last ended before that date.

[F1018 Associated undertakings]U.K.

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[F1020 Other significant holdings of parent company or group]U.K.

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[F1028 Arrangements attracting merger relief]U.K.

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[F1030 Parent undertaking drawing up accounts for larger group]U.K.

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[F1032 Identification of ultimate parent company]U.K.

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[F1034 Construction of references to shares held by parent company or group]U.K.

32(1)References in this Part of this Schedule to shares held by the parent company or the group shall be construed as follows.

(2)For the purposes of paragraphs 16, 22(4) and (5) and 23 to 25 (information about holdings in subsidiary and other undertakings)—

(a)there shall be attributed to the parent company shares held on its behalf by any person; but

(b)there shall be treated as not held by the parent company shares held on behalf of a person other than the company.

(3)References to shares held by the group are to any shares held by or on behalf of the parent company or any of its subsidiary undertakings; but there shall be treated as not held by the group any shares held on behalf of a person other than the parent company or any of its subsidiary undertakings.

(4)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 attached to the shares 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 attached to the shares are exercisable only in his interests.

F1035F1035SCHEDULE 6U.K.

Textual Amendments

F1035Sch. 6 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12); and Sch. 6 para. 27(1)(d) and certain words in Sch. 6 paras. 15-17, 19, 22, 24 are expressed to be repealed (6.4.2008 with effect as stated in Sch. 1 para. 90(2) of the amending S.I.) by S.I. 2008/948, arts. 2(1), 3, Sch. 1 para. 90(1), Sch. 2 (with arts. 6, 11, 12)

[F1036Part IU.K.Chairman’s and Directors’ Emoluments, Pensions and Compensation for Loss of Office]

CHAPTER 1U.K. PROVISIONS APPLYING TO QUOTED AND UNQUOTED COMPANIES

[F1037 Aggregate amount of directors’ emoluments etc.]U.K.
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CHAPTER 2U.K. PROVISIONS APPLYING ONLY TO UNQUOTED COMPANIES

[F1043X31Details of highest paid director’s emoluments etc.]U.K.
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[F1045X33Pensions of directors and past directors]U.K.
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[F1047X35 Compensation to directors for loss of office]U.K.
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[F1050X37 Sums paid to third parties in respect of directors’ services]U.K.
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[F1051X39Supplementary]U.K.
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[F1055X43Interpretation]U.K.
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[F1058X45Supplementary]U.K.
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F1059 Details of chairman’s and directors’ emolumentsU.K.

[F1062F1063 Emoluments waived]U.K.

[F1065F1066Part IIU.K. Loans, Quasi-loans and Other Dealings in Favour of Directors]

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[F107217](1)For purposes of paragraphs 15(c) and 16(c), a transaction or arrangement between a company and a director of it or of its holding company, or a person connected with such a director, is to be treated (if it would not otherwise be so) as a transaction, arrangement or agreement in which that director is interested.

(2)An interest in such a transaction or arrangement is not “material” for purposes of those sub-paragraphs if in the board’s opinion it is not so; but this is without prejudice to the question whether or not such an interest is material in a case where the board have not considered the matter.

“The board” here means the directors of the company preparing the accounts, or a majority of those directors, but excluding in either case the director whose interest it is.

F1073. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

4

[F107418]Paragraphs 15 and 16 do not apply in relation to the following transactions, arrangements and agreements—

(a)a transaction, arrangement or agreement between one company and another in which a director of the former or of its subsidiary or holding company is interested only by virtue of his being a director of the latter;

(b)a contract of service between a company and one of its directors or a director of its holding company, or between a director of a company and any of that company’s subsidiaries;

(c)a transaction, arrangement or agreement which was not entered into during the financial year and which did not subsist at any time during that year.

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[F107720]Neither paragraph 15(c) nor paragraph 16(c) applies in relation to any transaction or arrangement if—

(a)each party to the transaction or arrangement which is a member of the same group of companies (meaning a holding company and its subsidiaries) as the company entered into the transaction or arrangement in the ordinary course of business, and

(b)the terms of the transaction or arrangement are not less favourable to any such party than it would be reasonable to expect if the interest mentioned in that sub-paragraph had not been an interest of a person who was a director of the company or of its holding company.

[F107821]Neither paragraph 15(c) nor paragraph 16(c) applies in relation to any transaction or arrangement if—

(a)the company is a member of a group of companies (meaning a holding company and its subsidiaries), and

(b)either the company is a wholly-owned subsidiary or no body corporate (other than the company or a subsidiary of the company) which is a member of the group of companies which includes the company’s ultimate holding company was a party to the transaction or arrangement, and

(c)the director in question was at some time during the relevant period associated with the company, and

(d)the material interest of the director in question in the transaction or arrangement would not have arisen if he had not been associated with the company at any time during the relevant period.

The particulars required by this PartU.K.

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[F108223]In paragraph 22(2) above, sub-paragraphs (c) to (f) do not apply in the case of a loan or quasi-loan made or agreed to be made by a company to or for a body corporate which is either—

(a)a body corporate of which that company is a wholly-owned subsidiary, or

(b)a wholly-owned subsidiary of a body corporate of which that company is a wholly-owned subsidiary, or

(c)a wholly-owned subsidiary of that company,

if particulars of that loan, quasi-loan or agreement for it would not have been required to be included in that company’s annual accounts if the first-mentioned body corporate had not been associated with a director of that company at any time during the relevant period.

[F1083 Excluded transactions]U.K.

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InterpretationU.K.

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[F1095Part IIIU.K. Other Transactions, Arrangements and Agreements]

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F1105. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

18—21.

F1106F1106SCHEDULE 7U.K.

Textual Amendments

Part IU.K. Matters of a General Nature

Asset valuesU.K.

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[F1114 Political donations and expenditure]U.K.

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[F1117 Charitable donations]U.K.

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MiscellaneousU.K.

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Part IIU.K. Disclosure Required by Company Acquiring its Own Shares, etc.

7This Part of this Schedule applies where shares in a company—

(a)are purchased by the company or are acquired by it by forfeiture or surrender in lieu of forfeiture, or in pursuance of section 143(3) of this Act (acquisition of own shares by company limited by shares), or

(b)are acquired by another person in circumstances where paragraph (c) or (d) of section 146(1) applies (acquisition by company’s nominee, or by another with company financial assistance, the company having a beneficial interest), or

(c)are made subject to a lien or other charge taken (whether expressly or otherwise) by the company and permitted by section 150(2) or (4), or section 6(3) of the Consequential Provisions Act (exceptions from general rule against a company having a lien or charge on its own shares).

8The directors’ report with respect to a financial year shall state—

(a)the number and nominal value of the shares so purchased, the aggregate amount of the consideration paid by the company for such shares and the reasons for their purchase;

(b)the number and nominal value of the shares so acquired by the company, acquired by another person in such circumstances and so charged respectively during the financial year;

(c)the maximum number and nominal value of shares which, having been so acquired by the company, acquired by another person in such circumstances or so charged (whether or not during that year) are held at any time by the company or that other person during that year;

(d)the number and nominal value of the shares so acquired by the company, acquired by another person in such circumstances or so charged (whether or not during that year) which are disposed of by the company or that other person or cancelled by the company during that year;

(e)where the number and nominal value of the shares of any particular description are stated in pursuance of any of the preceding sub-paragraphs, the percentage of the called-up share capital which shares of that description represent;

(f)where any of the shares have been so charged the amount of the charge in each case; and

(g)where any of the shares have been disposed of by the company or the person who acquired them in such circumstances for money or money’s worth the amount or value of the consideration in each case.

Part IIIU.K. Disclosure Concerning Employment, etc, of Disabled Persons

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F1131Part IVU.K.

Part VU.K. Employee Involvement

11(1)This Part of this Schedule applies to the directors’ report where the average number of persons employed by the company in each week during the financial year exceeded 250.

(2)That average number is the quotient derived by dividing by the number of weeks in the financial year the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed in the week (whether throughout it or not) by the company, and adding up the numbers ascertained.

(3)The directors’ report shall in that case contain a statement describing the action that has been taken during the financial year to introduce, maintain or develop arrangements aimed at—

(a)providing employees systematically with information on matters of concern to them as employees,

(b)consulting employees or their representatives on a regular basis so that the views of employees can be taken into account in making decisions which are likely to affect their interests,

(c)encouraging the involvement of employees in the company’s performance through an employees’ share scheme or by some other means,

(d)achieving a common awareness on the part of all employees of the financial and economic factors affecting the performance of the company.

(4)In sub-paragraph (3) “employee” does not include a person employed to work wholly or mainly outside the United Kingdom; and for the purposes of sub-paragraph (2) no regard is to be had to such a person.

[F1132PART VI]U.K.

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Part 7 U.K.Disclosure required by certain publicly-traded companies

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F1135F1135[F1136SCHEDULE 7ZA]U.K.

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Textual Amendments

F1137F1137[F1138SCHEDULE 7A]U.K.

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Textual Amendments

F1139F1139[F1140SCHEDULE 7B]U.K.

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Textual Amendments

F1141F1141 SCHEDULE 8E+W+S

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Textual Amendments

F1227F1227 SCHEDULE 8AE+W+S

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Textual Amendments

F1243F1243SCHEDULE 9U.K.

Textual Amendments

F1243Sch. 9 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12); Sch. 9 para. 3(4)(5) and certain words in Sch. 9 para. 3(3)(a) are expressed to be repealed (6.4.2008 with effect as stated in Sch. 1 para. 91(2) of the amending S.I.) by S.I. 2008/948, arts. 2(1), 3, Sch. 1 para. 90(1), Sch. 2 (with arts. 6, 11, 12)

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F12441

F1245Part IE+W+S[F1246Form and Content of Accounts]

[F1247F1248 Supplementary provisions]E+W+S

F124918A(1)Accounting policies shall be applied consistently within the same accounts and from one financial year to the next.

(2)If it appears to the directors of a company that there are special reasons for departing from the principle stated in sub-paragraph (1) in preparing the company’s accounts in respect of any financial year, they may do so; but particulars of the departure, the reasons for it and its effect shall be given in a note to the accounts.

F125018BIt shall be stated whether the accounts have been prepared in accordance with applicable accounting standards, and particulars of any material departure from those standards and the reasons for it shall be given.

F125118C(1)In respect of every item shown in the balance sheet or profit and loss account, or stated in a note to the accounts, there shall be shown or stated the corresponding amount for the financial year immediately preceding that to which the accounts relate, subject to sub-paragraph (3).

(2)Where the corresponding amount is not comparable, it shall be adjusted and particulars of the adjustment and the reasons for it shall be given in a note to the accounts.

(3)Sub-paragraph (1) does not apply in relation to an amount shown—

(a)as an amount the source or application of which is required by paragraph 8 above (reserves and provisions),

(b)in pursuance of paragraph 13(10) above (acquisitions and disposals of fixed assets),

(c)by virtue of paragraph 13 of Schedule 4A (details of accounting treatment of acquisitions),

(d)by virtue of paragraph 2, 8(3), 16, 21(1)(d), 22(4) or (5), 24(3) or (4) or 27(3) or (4) of Schedule 5 (shareholdings in other undertakings), or

(e)by virtue of Part II or III of Schedule 6 (loans and other dealings in favour of directors and others).

F1252F1253. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

F1254F1255. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

[F1256 Exceptions for certain companies]E+W+S

[F1257F125828AWhere a company is entitled to, and has availed itself of, any of the provisions of paragraph 27 or 28 of this Schedule, section 235(2) only requires the auditors to state whether in their opinion the accounts have been properly prepared in accordance with this Act.]

F1259F1260. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

F1261F1262. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

[F1263F1264Part IIE+W+S Accounts of Banking or Insurance Group]

[F1265PART IU.K. INDIVIDUAL ACCOUNTS]

CHAPTER 1U.K. GENERAL RULES AND FORMATS

SECTION AE+W+SGENERAL RULES
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SECTION BU.K.THE REQUIRED FORMATS FOR ACCOUNTS
PreliminaryE+W+S
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Balance Sheet FormatE+W+S
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Special rulesE+W+S
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Profit and Loss Account FormatsE+W+S
FORMAT 1U.K.
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FORMAT 2E+W+S
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A. ChargesU.K.
Notes on the profit and loss account formatsE+W+S

CHAPTER IIE+W+S ACCOUNTING PRINCIPLES AND RULES

SECTION AE+W+SACCOUNTING PRINCIPLES
E+W+S
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Accounting principlesE+W+S
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Departure from the accounting principlesE+W+S
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SECTION BE+W+SVALUATION RULESHISTORICAL COST ACCOUNTING RULES
PreliminaryE+W+S
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Fixed assetsE+W+S
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Current assetsE+W+S
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Miscellaneous and supplementary provisionsE+W+S
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ALTERNATIVE ACCOUNTING RULESE+W+S
PreliminaryE+W+S
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Alternative accounting rulesE+W+S
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Application of the depreciation rulesE+W+S
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Additional information to be provided in case of departure from historical cost accounting rulesE+W+S
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Revaluation reserveE+W+S
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FAIR VALUE ACCOUNTINGE+W+S
Inclusion of financial instruments at fair valueE+W+S
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Determination of fair valueE+W+S
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Inclusion of hedged items at fair valueE+W+S
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Other assets that may be included at fair valueE+W+S
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Accounting for changes in valueE+W+S
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The fair value reserveE+W+S
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ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIESE+W+S
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CHAPTER IIIE+W+S NOTES TO THE ACCOUNTS

E+W+S
PreliminaryE+W+S
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GeneralE+W+S
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Information supplementing the balance sheetE+W+S
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Information supplementing the profit and loss accountE+W+S
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CHAPTER IVE+W+S INTERPRETATION OF PART I

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[F1300PART IIE+W+S CONSOLIDATED ACCOUNTS]

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F1304Part IIIE+W+S

[F1305PART IIIE+W+S ADDITIONAL DISCLOSURE: RELATED UNDERTAKINGS]

[F1306Part IVE+W+S Additional Disclosure: Emoluments and Other Benefits of Directors and Others]

Loans, quasi-loans and other dealingsE+W+S

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Other transactions, arrangements and agreementsE+W+S

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F1314F1314[F1315SCHEDULE 9A]U.K.

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Textual Amendments

F1315Sch. 9A substituted (19.12.1993) by virtue of S.I. 1993/3246, regs. 4, 6, 7, Sch. 1

[F1374X47SCHEDULE 10]U.K.

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Editorial Information

X47Sch. 10: the earliest available versions of Sch. 10 and its contents are those having effect on 2.12.1991

Textual Amendments

F1374Sch. 10 repealed (19.12.1993) by S.I. 1993/3246, regs. 5(1), 6, 7, Sch. 2 para.7

F1381F1381SCHEDULE 10AE+W+S

Textual Amendments

IntroductionE+W+S

1The provisions of this Schedule explain expressions used in section 258 (parent and subsidiary undertakings) and otherwise supplement that section.

[F1382 Voting rights in an undertaking]E+W+S

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[F1384 Right to appoint or remove a majority of the directors]E+W+S

3(1)In section 258(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.

[F1385 Right to exercise dominant influence]E+W+S

4(1)For the purposes of section 258(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 memorandum or 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 the expression “actually exercises a dominant influence” in section 258(4)(a).

[F1386 Rights exercisable only in certain circumstances or temporarily incapable of exercise]E+W+S

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.

[F1387 Rights held by one person on behalf of another]E+W+S

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.

[F1388 Rights attached to shares held by way of security]E+W+S

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.

[F1389 Rights attributed to parent undertaking]E+W+S

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.

[F1390 Disregard of certain rights]E+W+S

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

[F1391 Supplementary]E+W+S

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.

F1392F1392SCHEDULE 11E+W+S

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Textual Amendments

SCHEDULE 12E+W+S . . . F1417

Textual Amendments

Sections 324, 325, 326, 328 and 346.

F1418SCHEDULE 13E+W+S Provisions Supplementing and Interpreting Sections 324 to 328

Textual Amendments

F1418Schs. 1-15B repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16 and the repeal being partly in force, as to which see individual provisions

Modifications etc. (not altering text)

C335Sch. 13 excluded (12.2.1992) by S.I. 1992/225, reg. 23(1)(b).

Sch. 13 modified (12.2.1992) by S.I. 1992/225, reg. 121, Sch. 8 para. 1(b).

F1419F1419 Part IE+W+S

Textual Amendments

1(1)A reference to an interest in shares or debentures is to be read as including any interest of any kind whatsoever in shares or debentures.

(2)Accordingly, there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject.

2Where property is held on trust and any interest in shares or debentures is comprised in the property, any beneficiary of the trust who (apart from this paragraph) does not have an interest in the shares or debentures is to be taken as having such an interest; but this paragraph is without prejudice to the following provisions of this Part of this Schedule.

3(1)A person is taken to have an interest in shares or debentures if—

(a)he enters into a contract for their purchase by him (whether for cash or other consideration), or

(b)not being the registered holder, he is entitled to exercise any right conferred by the holding of the shares or debentures, or is entitled to control the exercise of any such right.

(2)For purposes of sub-paragraph (1)(b), a person is taken to be entitled to exercise or control the exercise of a right conferred by the holding of shares or debentures 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 sub-paragraph (1)(b) taken to be interested in shares or debentures by reason only that he—

(a)has been appointed a proxy to vote at a specified meeting of a company or of any class of its members and at any adjournment of that meeting, or

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

4A person is taken to be interested in shares or debentures if a body corporate is interested in them and—

(a)that 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 one-third or more of the voting power at general meetings of that body corporate.

As this paragraph applies for the purposes of section 346(4) and (5), “more than one-half” is substituted for “one-third or more”.

5Where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a body corporate, and 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 effective voting power”), then, for purposes of paragraph 4(b), the effective voting power is taken to be exercisable by that person.

As this paragraph applies for the purposes of section 346(4) and (5), “more than one-half” is substituted for “one-third or more”.

6(1)A person is taken to have an interest in shares or debentures if, otherwise than by virtue of having an interest under a trust—

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

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

whether in any case the right or obligation is conditional or absolute.

(2)Rights or obligations to subscribe for shares or debentures are not to be taken, for purposes of sub-paragraph (1), to be rights to acquire, or obligations to take, an interest in shares or debentures.

This is without prejudice to paragraph 1.

7Persons having a joint interest are deemed each of them to have that interest.

8It is immaterial that shares or debentures in which a person has an interest are unidentifiable.

9So long as a person is entitled to receive, during the lifetime of himself or another, income from trust property comprising shares or debentures, an interest in the shares or debentures in reversion or remainder or (as regards Scotland) in fee, are to be disregarded.

10A person is to be treated as uninterested in shares or debentures if, and so long as, he holds them under the law in force in England and Wales as a bare trustee or as a custodian trustee, or under the law in force in Scotland, as a simple trustee.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12There is to be disregarded any interest—

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

(b)of any other person in shares or debentures 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 M35Church of Scotland (General Trustees) Order Confirmation Act 1921; and “the Church of Scotland Trust” is the body incorporated by the order confirmed by the M36Church of Scotland Trust Order Confirmation Act 1932.

13Delivery to a person’s order of shares or debentures in fulfilment of a contract for the purchase of them by him or in satisfaction of a right of his to call for their delivery, or failure to deliver shares or debentures in accordance with the terms of such a contract or on which such a right falls to be satisfied, is deemed to constitute an event in consequence of the occurrence of which he ceases to be interested in them, and so is the lapse of a person’s right to call for delivery of shares or debentures.

F1426F1426Part IIE+W+S

Textual Amendments

F1426Sch. 13 Pts. 2-4 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. {4(1)(c)}, 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))

14(1)An obligation imposed on a person by section 324(1) to notify an interest must, if he knows of the existence of the interest on the day on which he becomes a director, be fulfilled before the expiration of the period of 5 days beginning with the day following that day.

(2)Otherwise, the obligation must be fulfilled before the expiration of the period of 5 days beginning with the day following that on which the existence of the interest comes to his knowledge.

15(1)An obligation imposed on a person by section 324(2) to notify the occurrence of an event must, if at the time at which the event occurs he knows of its occurrence and of the fact that its occurrence gives rise to the obligation, be fulfilled before the expiration of the period of 5 days beginning with the day following that on which the event occurs.

(2)Otherwise, the obligation must be fulfilled before the expiration of a period of 5 days beginning with the day following that on which the fact that the occurrence of the event gives rise to the obligation comes to his knowledge.

16In reckoning, for purposes of paragraphs 14 and 15, any period of days, a day that is a Saturday or Sunday, or a bank holiday in any part of Great Britain, is to be disregarded.

F1427F1427Part IIIE+W+S

Textual Amendments

F1427Sch. 13 Pts. 2-4 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. {4(1)(c)}, 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))

17(1)Where an event of whose occurrence a director is, by virtue of section 324(2)(a), under obligation to notify a company consists of his entering into a contract for the purchase by him of shares or debentures, the obligation is not discharged in the absence of inclusion in the notice of a statement of the price to be paid by him under the contract.

(2)An obligation imposed on a director by section 324(2)(b) is not discharged in the absence of inclusion in the notice of the price to be received by him under the contract.

18(1)An obligation imposed on a director by virtue of section 324(2)(c) to notify a company is not discharged in the absence of inclusion in the notice of a statement of the consideration for the assignment (or, if it be the case that there is no consideration, that fact).

(2)Where an event of whose occurrence a director is, by virtue of section 324(2)(d), under obligation to notify a company consists in his assigning a right, the obligation is not discharged in the absence of inclusion in the notice of a similar statement.

19(1)Where an event of whose occurrence a director is, by virtue of section 324(2)(d), under obligation to notify a company consists in the grant to him of a right to subscribe for shares or debentures, the obligation is not discharged in the absence of inclusion in the notice of a statement of—

(a)the date on which the right was granted,

(b)the period during which or the time at which the right is exercisable.

(c)the consideration for the grant (or, if it be the case that there is no consideration, that fact), and

(d)the price to be paid for the shares or debentures.

(2)Where an event of whose occurrence a director is, by section 324(2)(d), under obligation to notify a company consists in the exercise of a right granted to him to subscribe for shares or debentures, the obligation is not discharged in the absence of inclusion in the notice of a statement of—

(a)the number of shares or amount of debentures in respect of which the right was exercised, and

(b)if it be the case that they were registered in his name, that fact, and, if not, the name or names of the person or persons in whose name or names they were registered, together (if they were registered in the names of 2 persons or more) with the number or amount registered in the name of each of them.

20In this Part, a reference to price paid or received includes any consideration other than money.

F1428F1428Part IVE+W+S

Textual Amendments

F1428Sch. 13 Pts. 2-4 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. {4(1)(c)}, 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))

21The register must be so made up that the entries in it against the several names appear in chronological order.

22An obligation imposed by section 325(2) to (4) must be fulfilled before the expiration of the period of 3 days beginning with the day after that on which the obligation arises; but in reckoning that period, a day which is a Saturday or Sunday or a bank holiday in any part of Great Britain is to be disregarded.

23The nature and extent of an interest recorded in the register of a director in any shares or debentures shall, if he so requires, be recorded in the register.

24The company is not, by virtue of anything done for the purposes of section 325 or this Part of this Schedule, affected with notice of, or put upon enquiry as to, the rights of any person in relation to any shares or debentures.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27The company shall send notice in the prescribed form to the registrar of companies of the place where the register is kept and of any change in that place, save in a case in which it has at all times been kept at its registered office.

28Unless the register is in such a form as to constitute in itself an index, the company shall keep an index of the names inscribed in it, which shall—

(a)in respect of each name, contain a sufficient indication to enable the information entered against it to be readily found; and

(b)be kept at the same place as the register;

and the company shall, within 14 days after the date on which a name is entered in the register, make any necessary alteration in the index.

29The register shall be produced at the commencement of the company’s annual general meeting and remain open and accessible during the continuance of the meeting to any person attending the meeting.

F1432F1432SCHEDULE 14U.K.

Textual Amendments

Part IU.K. Countries and Territories in Which Overseas Branch Register May be Kept

Part IIU.K. General Provisions With Respect to Overseas Branch Registers

1(1)A company keeping an overseas branch register shall give to the registrar of companies notice in the prescribed form of the situation of the office where any overseas branch register is kept and of any change in its situation, and, if it is discontinued, of its discontinuance.

(2)Any such notice shall be given within 14 days of the opening of the office or of the change or discontinuance, as the case may be.

(3)If default is made in complying with this paragraph, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

2(1)An overseas branch register is deemed to be part of the company’s register of members (“the principal register”).

(2)It shall be kept in the same manner in which the principal register is by this Act required to be kept, except that the advertisement before closing the register shall be inserted in a newspaper circulating in the district where the overseas branch register is kept.

3(1)A competent court in a country or territory where an overseas branch register is kept may exercise the same jurisdiction of rectifying the register as is under this Act exercisable by the court in Great Britain; and the offences of refusing inspection or copies of the register, and of authorising or permitting the refusal, may be prosecuted summarily before any tribunal having summary criminal jurisdiction.

(2)This paragraph extends only to those countries and territories where, immediately before the coming into force of this Act, provision to the same effect made by section 120(2) of the M37Companies Act 1948 had effect as part of the local law.

4(1)The company shall—

(a)transmit to its registered office a copy of every entry in its overseas branch register as soon as may be after the entry is made, and

(b)cause to be kept at the place where the company’s principal register is kept a duplicate of its overseas branch register duly entered up from time to time.

Every such duplicate is deemed for all purposes of this Act to be part of the principal register.

(2)If default is made in complying with sub-paragraph (1), the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

(3)Where, by virtue of section 353(1)(b), the principal register is kept at the office of some person other than the company, and by reason of any default of his the company fails to comply with sub-paragraph (1)(b) above he is liable to the same penalty as if he were an officer of the company who was in default.

5Subject to the above provisions with respect to the duplicate register, the shares registered in an overseas branch register shall be distinguished from those registered in the principal register; and no transaction with respect to any shares registered in an overseas branch register shall, during the continuance of that registration, be registered in any other register.

6A company may discontinue to keep an overseas branch register, and thereupon all entries in that register shall be transferred to some other overseas branch register kept by the company in the same country or territory, or to the principal register.

7Subject to the provisions of this Act, any company may, by its articles, make such provisions as it thinks fit respecting the keeping of overseas branch registers.

8An instrument of transfer of a share registered in an overseas branch register (other than such a register kept in Northern Ireland) is deemed a transfer of property situated outside the United Kingdom . . . F1434.

Part IIIU.K. Provisions for Branch Registers of Oversea Companies to be Kept in Great Britain

9(1)If by virtue of the law in force in any country or territory to which this paragraph applies companies incorporated under that law have power to keep in Great Britain branch registers of their members resident in Great Britain, Her Majesty may by Order in Council direct that—

(a)so much of section 353 as requires a company’s register of members to be kept at its registered office,

(b)section 356 (register to be open to inspection by members), and

(c)section 359 (power of court to rectify),

shall, subject to any modifications and adaptations specified in the Order, apply to and in relation to any such branch registers kept in Great Britain as they apply to and in relation to the registers of companies subject to those sections.

(2)The countries and territories to which this paragraph applies are—

(a)all those specified in Part I of this Schedule, plus the Channel Islands and the Isle of Man,

(b)Botswana, Zambia and Tonga, and

(c)any territory for the time being under Her Majesty’s protection or administered by the Government of the United Kingdom under the Trusteeship System of the United Nations.

SCHEDULE 15E+W+SF1435. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F1435Sch. 15 repealed by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24 (subject to transitional and saving provisions in S.I. 1990/1707, arts. 4 and 5)

F1436F1436Schedule 15AE+W+S

Textual Amendments

Part IE+W+S Exceptions

1Section 381A does not apply to—

(a)a resolution under section 303 removing a director before the expiration of his period of office, or

(b)a resolution under section 391 removing an auditor before the expiration of his term of office.

[F1437Part IIE+W+S Adaptation of Procedural Requirements]

IntroductoryE+W+S

2(1)In this Part of this Schedule (which adapts certain requirements of this Act in relation to proceedings under section 381A)—

(a)a “written resolution” means a resolution agreed to, or proposed to be agreed to, in accordance with that section, and

(b)a “relevant member” means a member by whom, or on whose behalf, the resolution is required to be signed in accordance with that section.

(2)A written resolution is not effective if any of the requirements of this Part of this Schedule is not complied with.

[F1438 Section 95 (disapplication of pre-emption rights)]E+W+S

3(1)The following adaptations have effect in relation to a written resolution under section 95(2) (disapplication of pre-emption rights), or renewing a resolution under that provision.

(2)So much of section 95(5) as requires the circulation of a written statement by the directors with a notice of meeting does not apply, but such a statement must be supplied to each relevant member at or before the time at which the resolution is supplied to him for signature.

(3)Section 95(6) (offences) applies in relation to the inclusion in any such statement of matter which is misleading, false or deceptive in a material particular.

[F1439 Section 155 (financial assistance for purchase of company’s own shares or those of holding company)]E+W+S

4In relation to a written resolution giving approval under section 155(4) or (5) (financial assistance for purchase of company’s own shares or those of holding company), section 157(4)(a) (documents to be available at meeting) does not apply, but the documents referred to in that provision must be supplied to each relevant member at or before the time at which the resolution is supplied to him for signature.

[F1440 Sections 164, 165 and 167 (authority for off-market purchase or contingent purchase contract of company’s own shares)]E+W+S

5(1)The following adaptations have effect in relation to a written resolution—

(a)conferring authority to make an off-market purchase of the company’s own shares under section 164(2),

(b)conferring authority to vary a contract for an off-market purchase of the company’s own shares under section 164(7), or

(c)varying, revoking or renewing any such authority under section 164(3).

(2)Section 164(5) (resolution ineffective if passed by exercise of voting rights by member holding shares to which the resolution relates) does not apply; but for the purposes of section 381A(1) a member holding shares to which the resolution relates shall not be regarded as a member who would be entitled to attend and vote.

(3)Section 164(6) (documents to be available at company’s registered office and at meeting) does not apply, but the documents referred to in that provision and, where that provision applies by virtue of section 164(7), the further documents referred to in that provision must be supplied to each relevant member at or before the time at which the resolution is supplied to him for signature.

(4)The above adaptations also have effect in relation to a written resolution in relation to which the provisions of section 164(3) to (7) apply by virtue of—

(a)section 165(2) (authority for contingent purchase contract), or

(b)section 167(2) (approval of release of rights under contract approved under section 164 or 165).

[F1441 Section 173 (approval for payment out of capital)]E+W+S

6(1)The following adaptations have effect in relation to a written resolution giving approval under section 173(2) (redemption or purchase of company’s own shares out of capital).

(2)Section 174(2) (resolution ineffective if passed by exercise of voting rights by member holding shares to which the resolution relates) does not apply; but for the purposes of section 381A(1) a member holding shares to which the resolution relates shall not be regarded as a member who would be entitled to attend and vote.

(3)Section 174(4) (documents to be available at meeting) does not apply, but the documents referred to in that provision must be supplied to each relevant member at or before the time at which the resolution is supplied to him for signature.

[F1442 Section 319 (approval of director’s service contract)]E+W+S

7In relation to a written resolution approving any such term as is mentioned in section 319(1) (director’s contract of employment for more than five years), section 319(5) (documents to be available at company’s registered office and at meeting) does not apply, but the documents referred to in that provision must be supplied to each relevant member at or before the time at which the resolution is supplied to him for signature.

[F1443 Section 337 (funding of director’s expenditure in performing his duties)]E+W+S

8In relation to a written resolution giving approval under section 337(3)(a)(funding a director’s expenditure in performing his duties), the requirement of that provision that certain matters be disclosed at the meeting at which the resolution is passed does not apply, but those matters must be disclosed to each relevant member at or before the time at which the resolution is supplied to him for signature.

F1444F1444SCHEDULE [F144515B]U.K.

Textual Amendments

Meeting of transferee companyE+W+S

[F14461Subject to paragraphs 10(1), 12(4) and 14(2), the court shall not sanction a compromise or arrangement under section 425(2) unless a majority in number representing three-fourths in value of each class of members of every pre-existing transferee company concerned in the scheme, present and voting either in person or by proxy at a meeting, agree to the scheme.]

Draft terms of mergerE+W+S

[F14472(1)The court shall not sanction the compromise or arrangement under section 425(2) unless—

(a)a draft of the proposed terms of the scheme (from here on referred to as the “draft terms”) has been drawn up and adopted by the directors of all the transferor and pre-existing transferee companies concerned in the scheme,

(b)subject to paragraph 11(3), in the case of each of those companies the directors have delivered a copy of the draft terms to the registrar of companies and the registrar has published in the Gazette notice of receipt by him of a copy of the draft terms from that company, and

(c)subject to paragraphs 10 to 14, that notice was so published at least one month before the date of any meeting of that company summoned under section 425(1) or for the purposes of paragraph 1.

(2)Subject to paragraph 12(2), the draft terms shall give particulars of at least the following matters—

(a)in respect of each transferor company and transferee company concerned in the scheme, its name, the address of its registered office and whether it is a company limited by shares or a company limited by guarantee and having a share capital;

(b)the number of shares in any transferee company to be allotted to members of any transferor company for a given number of their shares (from here on referred to as the “share exchange ratio”) and the amount of any cash payment;

(c)the terms relating to the allotment of shares in any transferee company;

(d)the date from which the holding of shares in a transferee company will entitle the holders to participate in profits, and any special conditions affecting that entitlement;

(e)the date from which the transactions of any transferor company are to be treated for accounting purposes as being those of any transferee company;

(f)any rights or restrictions attaching to shares or other securities in any transferee company to be allotted under the scheme to the holders of shares to which any special rights or restrictions attach, or of other securities, in any transferor company, or the measures proposed concerning them;

(g)any amount or benefit paid or given or intended to be paid or given to any of the experts referred to in paragraph 5 or to any director of a transferor company or pre-existing transferee company, and the consideration for the payment of benefit.

(3)Where the scheme is a Case 3 Scheme the draft terms shall also—

(a)give particulars of the property and liabilities to be transferred (to the extent these are known to the transferor company) and their allocation among the transferee companies;

(b)make provision for the allocation among and transfer to the transferee companies of any other property and liabilities which the transferor company has or may subsequently acquire; and

(c)specify the allocation to members of the transferor company of shares in the transferee companies and the criteria upon which that allocation is based.]

Documents and information to be made availableE+W+S

[F14483Subject to paragraphs 10 to 14, the court shall not sanction the compromise or arrangement under section 425(2) unless—

(a)in the case of each transferor company and each pre-existing transferee company the directors have drawn up and adopted a report complying with paragraph 4 (from here on referred to as a “directors’ report”);

(b)where the scheme is a Case 3 Scheme, the directors of the transferor company have reported to every meeting of the members or any class of members of that company summoned under section 425(1), and to the directors of each transferee company, any material changes in the property and liabilities of the transferor company between the date when the draft terms were adopted and the date of the meeting in question;

(c)where the directors of a transferor company have reported to the directors of a transferee company such a change as is mentioned in sub-paragraph (b) above, the latter have reported that change to every meeting of the members or any class of members of that transferee company summoned for the purposes of paragraph 1, or have sent a report of that change to every member who would have been entitled to receive a notice of such a meeting;

(d)a report complying with paragraph 5 has been drawn up on behalf of each transferor company and pre-existing transferee company (from here on referred to as an “expert’s report”);

(e)the members of any transferor company or transferee company were able to inspect at the registered office of that company copies of the documents listed in paragraph 6(1) in relation to every transferor company and pre-existing transferee company concerned in the scheme during a period beginning one month before, and ending on, the date of the first meeting of the members or any class of members of the first-mentioned transferor or transferee company summoned either under section 425(1) or for the purposes of paragraph 1 and those members were able to obtain copies of those documents or any part of them on request during that period free of charge; and

(f)the memorandum and articles of association of any transferee company which is not a pre-existing transferee company, or a draft thereof, has been approved by ordinary resolution of every transferor company concerned in the scheme.]

Directors’ reportE+W+S

[F14494(1)The directors’ report shall consist of—

(a)the statement required by section 426, and

(b)insofar as that statement does not contain the following matters, a further statement—

(i)setting out the legal and economic grounds for the draft terms, and in particular for the share exchange ratio, and, where the scheme is a Case 3 Scheme, for the criteria upon which the allocation to the members of the transferor company of shares in the transferee companies was based, and

(ii)specifying any special valuation difficulties.

(2)Where the scheme is a Case 3 Scheme the directors’ report shall also state whether a report has been made to the transferee company under section 103 (non-cash consideration to be valued before allotment) and, if so, whether that report has been delivered to the registrar of companies.]

Expert’s reportE+W+S

[F14505(1)Except where a joint expert is appointed under sub-paragraph (2) below, an expert’s report shall consist of a separate written report on the draft terms to the members of one transferor company or pre-existing transferee company concerned in the scheme drawn up by a separate expert appointed on behalf of that company.

(2)The court may, on the joint application of all the transferor companies and pre-existing transferee companies concerned in the scheme, approve the appointment of a joint expert to draw up a single report on behalf of all those companies.

(3)An expert shall be independent of any of the companies concerned in the scheme, that is to say a person qualified at the time of the report to be appointed, or to continue to be, an auditor of those companies.

(4)However, where it appears to an expert that a valuation is reasonably necessary to enable him to draw up the report, and it appears to him to be reasonable for that valuation, or part of it, to be made (or for him to accept such a valuation) by another person who—

(a)appears to him to have the requisite knowledge and experience to make the valuation or that part of it; and

(b)is not an officer or servant of any of the companies concerned in the scheme or any other body corporate which is one of those companies’ subsidiary or holding company or a subsidiary of one of those companies’ holding company or a partner or employee of such an officer or servant,

he may arrange for or accept such a valuation, together with a report which will enable him to make his own report under this paragraph.

(5)The reference in sub-paragraph (4) above to an officer or servant does not include an auditor.

(6)Where any valuation is made by a person other than the expert himself, the latter’s report shall state that fact and shall also—

(a)state the former’s name and what knowledge and experience he has to carry out the valuation, and

(b)describe so much of the undertaking, property and liabilities as were valued by the other person, and the method used to value them, and specify the date of the valuation.

(7)An expert’s report shall—

(a)indicate the method or methods used to arrive at the share exchange ratio proposed;

(b)give an opinion as to whether the method or methods used are reasonable in all the circumstances of the case, indicate the values arrived at using each such method and (if there is more than one method) give an opinion on the relative importance attributed to such methods in arriving at the value decided on;

(c)describe any special valuation difficulties which have arisen;

(d)state whether in the expert’s opinion the share exchange ratio is reasonable; and

(e)in the case of a valuation made by a person other than himself, state that it appeared to himself reasonable to arrange for it to be so made or to accept a valuation so made.

(8)Each expert has the right of access to all such documents of all the transferor companies and pre-existing transferee companies concerned in the scheme, and the right to require from the companies’ officers all such information, as he thinks necessary for the purpose of making his report.]

Inspection of documentsU.K.

[F14516(1)The documents referred to in paragraph 3(e) are, in relation to any company,—

(a)the draft terms;

(b)the directors’ report [F1452referred to in paragraph 4 above];

(c)the expert’s report;

[F1453(d)the company’s accounts within the meaning of section 239 for the last three complete financial years ending on or before a date one month earlier than the first meeting of the company summoned either under section 425(1) or for the purposes of paragraph 1 (in this paragraph referred to as the “relevant date”);

(e)if the last complete financial year in respect of which accounts were prepared for the company ended more than 6 months before the relevant date, an accounting statement in the form described in the following sub-paragraph.]

[F1453(d)the company’s annual accounts, together with the relevant directors’ report and auditors’ report, for the last three financial years ending on or before the relevant date; and

(e)if the last of those financial years ended more than six months before the relevant date, an accounting statement in the form described in the following provisions.]

[F1454In paragraphs (d) and (e) “the relevant date” means one month before the first meeting of the company summoned under section 425(1) or for the purposes of paragraph 1.]

[F1455(2)The accounting statement shall consist of—

(a)a balance sheet dealing with the state of affairs of the company; and

(b)where the company has subsidiaries and section 229 would apply if the relevant date were the end of the company’s financial year, a further balance sheet or balance sheets dealing with the state of affairs of the company and the subsidiaries.

(3)Subject to sub-paragraph (4) below, any balance sheet required by sub-paragraph (2)(a) or (b) above shall comply with section 228 or section 230 (as appropriate) and with all other requirements of this Act as to the matters to be included in a company’s balance sheet or in notes thereto (applying those sections and Schedule 4 and those other requirements with such modifications as are necessary because the balance sheet is prepared otherwise than as at the last day of the financial year) and must be signed in accordance with section 238.

(4)Notwithstanding sub-paragraph (3) above, any balance sheet required by sub-paragraph (2)(a) or (b) above shall deal with the state of affairs of the company or subsidiaries as at a date not earlier than the first day of the third month preceding the date when the draft terms were adopted by the directors, and the requirement in section 228 to give a true and fair view shall for the purposes of this paragraph have effect as a requirement to give a true and fair view of the state of affairs of the company as at the first-mentioned date.

(5)In sub-paragraphs (1) to (4) above, references to sections 228, 229, 230, 238 and 239 and Schedule 4 shall, in the case of a company within the meaning of Article 3 of the Companies M38(Northern Ireland) Order 1986, have effect as references to Articles 236, 237, 238, 246 and 247 and Schedule 4 of that Order respectively, and references to the requirements of this Act shall have effect as references to the requirements of that Order.]

[F1455(2)The accounting statement shall consist of—

(a)a balance sheet dealing with the state of the affairs of the company as at a date not more than three months before the draft terms were adopted by the directors, and

(b)where the company would be required to prepare group accounts if that date were the last day of a financial year, a consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings as at that date.

(3)The requirements of this Act as to balance sheets forming part of a company’s annual accounts, and the matters to be included in notes thereto, apply to any balance sheet required for the accounting statement, with such modifications as are necessary by reason of its being prepared otherwise than as at the last day of a financial year.

(4)Any balance sheet required for the accounting statement shall be approved by the board of directors and signed on behalf of the board by a director of the company.

(5)In relation to a company within the meaning of Article 3 of the Companies (Northern Ireland) Order 1986, the references in this paragraph to the requirements of this Act shall be construed as reference to the corresponding requirements of that Order.]]

Transferor company holding its own sharesE+W+S

[F14567The court shall not sanction under section 425(2) a compromise or arrangement under which any shares in a transferee company are to be allotted to a transferor company or its nominee in respect of shares in that transferor company held by it or its nominee.]

Securities other than shares to which special rights are attachedE+W+S

[F14578(1)Where any security of a transferor company to which special rights are attached is held by a person other than as a member or creditor of the company, the court shall not sanction a compromise or arrangement under section 425(2) unless under the scheme that person is to receive rights in a transferee company of equivalent value.

(2)Sub-paragraph (1) above shall not apply in the case of any such security where—

(a)the holder has agreed otherwise; or

(b)the holder is, or under the scheme is to be, entitled to have the security purchased by a transferee company involved in the scheme on terms which the court considers reasonable.]

Date and consequences of the compromise or arrangementE+W+S

[F14589(1)The following provisions of this paragraph shall apply where the court sanctions a compromise or arrangement.

(2)The court shall in the order sanctioning the compromise or arrangement or in a subsequent order under section 427 fix a date on which the transfer or transfers to the transferee company or transferee companies of the undertaking, property and liabilities of the transferor company shall take place; and any such order which provide for the dissolution of the transferor company shall fix the same date for the dissolution.

(3)If it is necessary for the transferor company to take any steps to ensure that the undertaking, property and liabilities are fully transferred, the court shall fix a date, not later than six months after the date fixed under sub-paragraph (2) above, by which such steps must be taken and for that purpose may postpone the dissolution of the transferor company until that date.

(4)The court may postpone or further postpone the date fixed under sub-paragraph (3) above if it is satisfied that the steps there mentioned cannot be completed by the date (or latest date) fixed under that sub-paragraph.]

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11(1)The following sub-paragraphs apply where the scheme is a Case 3 Scheme.

(2)Sub-paragraphs (a) to (d) of paragraph 3 shall not apply and sub-paragraph (e) of that paragraph shall not apply as regards the documents listed in paragraph 6(1)(b), (c) and (e), if all members holding shares in, and all persons holding other securities of, any of the transferor companies and pre-existing transferee companies concerned in the scheme on the date of the application to the court under section 425(1), being shares or securities which as at that date carry the right to vote in general meetings of the company, so agree.

(3)The court may by order direct in respect of any transferor company or pre-existing transferee company that the requirements relating to—

(a)delivering copies of the draft terms and publication of notice of receipt of the draft terms under paragraph 2(1)(b) and (c), or

(b)inspection under paragraph 3(e),

shall not apply, and may by order direct that paragraph 10 shall apply to any pre-existing transferee company with the omission of sub-paragraph (2)(a) and (b) of that paragraph.

(4)The court shall not make any order under sub-paragraph (3) above unless it is satisfied that the following conditions will be fulfilled—

(a)that the members of the company will have received or will have been able to obtain free of charge copies of the documents listed in paragraph 6(1) in time to examine them before the date of the first meeting of the members or any class of members of the company summoned under section 425(1) or for the purposes of paragraph 1;

(b)in the case of a pre-existing transferee company, where in the circumstances described in paragraph 10 no meeting is held, that the members of that company will have received or will have been able to obtain free of charge copies of those documents in time to require a meeting under paragraph 10(2)(c);

(c)that the creditors of the company will have received or will have been able to obtain free of charge copies of the draft terms in time to examine them before the date of the meeting of the members or any class of members of the company, or, in the circumstances referred to in paragraph (b) above, at the same time as the members of the company; and

(d)that no prejudice would be caused to the members or creditors of any transferor company or transferee company concerned in the scheme by making the order in question.

[F1461 Transferee company or companies holding shares in the transferor company]E+W+S

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F146413(1)Where the scheme is a Case 3 Scheme and—

(a)the shares in the transferor company, and

(b)such securities of that company (other than shares) as carry the right to vote at general meetings of that company,

are all held by or on behalf of one or more transferee companies, section 427A and this Schedule shall apply subject to the following sub-paragraphs.

(2)The court may sanction a compromise or arrangement under section 425(2) notwithstanding that—

(a)any meeting otherwise required by section 425 has not been summoned by the transferor company, and

(b)paragraphs 2(1)(c) and 3(b) and (e) have not been complied with in respect of that company,

if it is satisfied that the conditions specified in the following sub-paragraph have been complied with.

(3)The conditions referred to in the previous sub-paragraph are—

(a)the conditions set out in paragraph 12(5)(a) and (c);

(b)that the members of the transferor company and every transferee company concerned in the scheme were able to inspect at the registered office of the company of which they were members copies of the documents listed in paragraph 6(1) in relation to every such company during a period beginning one month before, and ending on, the date of the order under section 425(2) (“the relevant date”), and that they were able to obtain copies of those documents or any part of them on request during that period free of charge; and

(c)that the directors of the transferor company have sent to every member who would have been entitled to receive a notice of the meeting (had it been called), and to the directors of each transferee company, a report of any material changes in the property and liabilities of the transferor company between the date when the draft terms were adopted and a date one month before the relevant date.

F146514(1)Where the scheme is a Case 1 Scheme and in the case of every transferor company concerned ninety per cent. or more (but not all) of—

(a)the shares in that company, and

(b)such securities of that company (other than shares) as carry the right to vote at general meetings of that company,

are held by or on behalf of the transferee company, section 427A and this Schedule shall apply subject to the following sub-paragraphs.

(2)The court may sanction a compromise or arrangement under section 425(2) notwithstanding that—

(a)any meeting otherwise required by paragraph 1 has not been summoned by the transferee company, and

(b)paragraphs 2(1)(c) and 3(e) have not been complied with in respect of that company,

if the court is satisfied that the conditions specified in the following sub-paragraph have been complied with.

(3)The conditions referred to in the previous sub-paragraph are the same conditions as those specified in paragraph 10(2), save that for this purpose the condition contained in paragraph 10(2)(b) shall be treated as referring only to the documents listed in paragraph 6(1)(a), (d) and (e).

Liability of transferee companies for the default of anotherE+W+S

[F146615(1)Where the scheme is a Case 3 Scheme, each transferee company shall be jointly and severally liable, subject to sub-paragraph (2) below, for any liability transferred to any other transferee company under the scheme to the extent that that other company has made default in satisfying that liability, but so that no transferee company shall be so liable for an amount greater than the amount arrived at by calculating the value at the time of the transfer of the property transferred to it under the scheme less the amount at that date of the liabilities so transferred.

(2)If a majority in number representing three-fourths in value of the creditors or any class of creditors of the transferor company present and voting either in person or by proxy at a meeting summoned under section 425(1) so agree, sub-paragraph (1) above shall not apply in respect of the liabilities of the creditors or that class of creditors.]

Section 449

[F1467SCHEDULE 15CU.K.Specified persons

Textual Amendments

Modifications etc. (not altering text)

1U.K.The Secretary of State.

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

3U.K.The Treasury.

[F14683A.U.K.The Commissioners for Her Majesty’s Revenue and Customs.]

Textual Amendments

4U.K.The Lord Advocate.

5U.K.The Director of Public Prosecutions.

6U.K.The Director of Public Prosecutions for Northern Ireland.

[F14696A.U.K.The Director of the Serious Fraud Office.]

Textual Amendments

[F14707U.K.The Financial Conduct Authority.

Textual Amendments

F1470Sch. 15C paras. 7-7B substituted for Sch. 15C para. 7 (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 46 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

7AU.K.The Prudential Regulation Authority.

Textual Amendments

F1470Sch. 15C paras. 7-7B substituted for Sch. 15C para. 7 (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 46 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

7BU.K.The Bank of England.]

Textual Amendments

F1470Sch. 15C paras. 7-7B substituted for Sch. 15C para. 7 (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 46 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

[F14717C.U.K.The registrar of companies.]

Textual Amendments

[F14717D.U.K.The Gangmasters and Labour Abuse Authority.]

Textual Amendments

8U.K.A constable.

9U.K.A procurator fiscal.

10U.K.The Scottish Ministers.]

Section 449

[F1472SCHEDULE 15DU.K.Disclosures

Textual Amendments

F1472Sch. 15D inserted (6.4.2005 except for paras. 40, 45 and 1.7.2005 otherwise) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 25; S.I. 2004/3322, art. 2(2)(3), Schs. 2, 3 (subject to arts. 3-13)

Modifications etc. (not altering text)

1U.K.A disclosure for the purpose of enabling or assisting a person authorised under [F1473section 457 of the Companies Act 2006] to exercise his functions.

Textual Amendments

F1473Words in Sch. 15D para. 1 substituted (6.4.2008 with effect as stated in Sch. 1 para. 92(2)) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2009/948), arts. 2(1), 3(1), Sch. 1 para. 92(1) (with arts. 6, 11, 12)

2U.K.A disclosure for the purpose of enabling or assisting an inspector appointed under Part 14 to exercise his functions.

3U.K.A disclosure for the purpose of enabling or assisting a person authorised under section 447 of this Act or section 84 of the Companies Act 1989 to exercise his functions.

4U.K.A disclosure for the purpose of enabling or assisting a person appointed under section 167 of the Financial Services and Markets Act 2000 (general investigations) to conduct an investigation to exercise his functions.

5U.K.A 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.

6U.K.A 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.

7U.K.A 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.

8U.K.A disclosure for the purpose of enabling or assisting a person appointed under regulations made under sections 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.

9U.K.A 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—

[F1474(a)the Companies Acts (as defined in section 2(1) of the Companies Act 2006);]

[F1475(b)Part 5 of the Criminal Justice Act 1993 (insider dealing);]

(c)the Insolvency Act 1986;

(d)the Company Directors Disqualification Act 1986;

[F1476(da)Part 42 of the Companies Act 2006 (statutory auditors);]

[F1477(e)Parts 3 and 7 of the Companies Act 1989 (investigations and powers to obtain information and financial markets and insolvency);]

(f)the Financial Services and Markets Act 2000.

[F1478(g)the Investment Bank Special Administration Regulations 2011.]

[F1479(h)the Payment and Electronic Money Institution Insolvency Regulations 2021.]

Textual Amendments

10U.K.A disclosure for the purpose of enabling or assisting the Scottish Ministers to exercise their functions under the enactments relating to insolvency.

11U.K.A 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.

12U.K.A 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.

[F148013U.K.A 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;

(b)the Pensions Act 1995;

(c)the Welfare Reform and Pensions Act 1999;

(d)the Pensions Act 2004;

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

Textual Amendments

F1480Sch. 15D para. 13 substituted (6.4.2005) by Pensions Act 2004 (c. 35), ss. 319, 322, Sch. 12 para. 5(3)(a); S.I. 2005/275, art. 2(7), Sch. Pt. 7 (subject to art. 2(12))

[F148113AU.K.A 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.]

Textual Amendments

14U.K.A disclosure for the purpose of enabling or assisting the Bank of England to exercise its functions.

15U.K.A disclosure for the purpose of enabling or assisting the body known as the Panel on Takeovers and Mergers to exercise its functions.

16U.K.A 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) to exercise their functions under or by virtue of the Lloyd’s Acts 1871 to 1982.

17U.K.A disclosure for the purpose of enabling or assisting the [F1482Competition and Markets Authority] to exercise its functions under any of the following—

(a)the Fair Trading Act 1973;

F1483(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F1484(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d)the Competition Act 1980;

(e)the Competition Act 1998;

(f)the Financial Services and Markets Act 2000;

(g)the Enterprise Act 2002;

(h)F1485. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F1486(i). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F1487(j)the Business Protection from Misleading Marketing Regulations 2008;

F1488(k). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

[F1489(l)Parts 3 and 4 of the Enterprise and Regulatory Reform Act 2013;]

[F1490(m)Schedule 3 to the Consumer Rights Act 2015];

[F1491(n)the following provisions of the Digital Markets, Competition and Consumers Act 2024—

(i) Part 3;

(ii) Chapter 1 of Part 4;

(iii) Chapter 2 of Part 5.]

Textual Amendments

F1483Sch. 15D para. 17(b) omitted (26.7.2013 for specified purposes and 1.4.2014 in so far as not already in force) by virtue of The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013 (S.I. 2013/1881), art. 1(2)(6), Sch. para. 1(a)

F1485Sch. 15D para. 17(h) repealed (26.5.2008) by The Consumer Protection from Unfair Trading Regulations 2008 (S.I. 2008/1277), reg. 30(1)(3), Sch. 2 para. 30(a), Sch. 4 Pt. 1 (with reg. 28(2)(3))

F1486Sch. 15D para. 17(i) omitted (1.10.2015) by virtue of Consumer Rights Act 2015 (c. 15), s. 100(5), Sch. 4 para. 28(2)(a); S.I. 2015/1630, art. 3(g) (with art. 6(1))

F1487Sch. 15D para. 17(j)(k) inserted (26.5.2008) by The Consumer Protection from Unfair Trading Regulations 2008 (S.I. 2008/1277), reg. 30(1), Sch. 2 para. 30(b) (with reg. 28(2)(3))

F149218U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

19U.K.A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Competition Appeal Tribunal.

20U.K.A disclosure for the purpose of enabling or assisting an enforcer under [F1493Chapter 3 or 4 of the Digital Markets, Competition and Consumers Act 2024] to exercise its functions under [F1494that Chapter].

Textual Amendments

21U.K.A disclosure for the purpose of enabling or assisting the [F1495Charity Commission to exercise its] functions.

Textual Amendments

F1495Words in Sch. 15D para. 21 substituted (27.2.2007) by Charities Act 2006 (c. 50), ss. 75, 79, Sch. 8 para. 76; S.I. 2007/309, art. 2, Sch. (subject to arts. 4-13)

22U.K.A disclosure for the purpose of enabling or assisting the Attorney General to exercise his functions in connection with charities.

[F149623U.K.A disclosure for the purpose of enabling or assisting the Gambling Commission to exercise its functions under any of the following—

(a)the Gambling Act 2005;

(b)sections 5 to 10 and 15 of the National Lottery etc. Act 1993.]

Textual Amendments

24U.K.A disclosure by the [F1497Gambling 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 into the economy, effectiveness and efficiency with which the [F1497Gambling Commission] has used its resources in discharging its functions under sections 5 to 10 of the National Lottery etc. Act 1993.

Textual Amendments

[F149825U.K.A disclosure for the purposes of enabling or assisting a regulator under Schedule 3 to the Consumer Rights Act 2015 other than the Competition and Markets Authority to exercise its functions under that Schedule.]

Textual Amendments

26U.K.A disclosure for the purpose of enabling or assisting an enforcement authority under [F1499the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013] to exercise its functions under those Regulations.

Textual Amendments

F1499Words in Sch. 15D para. 26 substituted (with application in accordance with reg. 1(2) of the amending S.I.) by The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (S.I. 2013/3134), reg. 1(1), Sch. 4 para. 3 (with reg. 6)

27U.K.A disclosure for the purpose of enabling or assisting a local weights and measures authority in England and Wales to exercise its functions under [F1500section 171(2) of the Digital Markets, Competition and Consumers Act 2024].

Textual Amendments

[F150127A.U.K.A disclosure for the purpose of enabling or assisting the lead enforcement authority (as defined in section 33(1) of the Estate Agents Act 1979) to exercise its functions under the Estate Agents Act 1979.]

Textual Amendments

28U.K.A disclosure for the purpose of enabling or assisting the [F1502Financial Conduct Authority or the Prudential Regulation Authority] to exercise its functions under any of the following—

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

[F1503(aa)the Consumer Credit Act 1974;]

(b)the Building Societies Act 1986;

(c)Part 7 of the Companies Act 1989;

(d)the Financial Services and Markets Act 2000.

Textual Amendments

F1502Words in Sch. 15D para. 28 substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 47(2) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F150429U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

30U.K.A 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.

31(1)A disclosure for the purpose of enabling or assisting a recognised investment exchange [F1505, a recognised clearing house or a recognised CSD] to exercise its functions as such.U.K.

(2)Recognised investment exchange [F1506, recognised clearing house and recognised CSD] have the same meaning as in section 285 of the Financial Services and Markets Act 2000.

Textual Amendments

32U.K.A 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.

33U.K.A 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.

34U.K.A disclosure for the purpose of enabling or assisting a body designated by order under [F1507section 1252 of the Companies Act 2006] (delegation of functions of Secretary of State) to exercise its functions under [F1508Part 42 of that Act (statutory auditors)].

Textual Amendments

35U.K.A disclosure for the purpose of enabling or assisting a recognised supervisory or qualifying body (within the meaning of [F1509Part 42 of the Companies Act 2006]) to exercise its functions as such.

Textual Amendments

36U.K.A 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.

F151037U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F1510Sch. 15D para. 37 omitted (1.10.2015) by virtue of Deregulation Act 2015 (c. 20), s. 115(7), Sch. 6 para. 22(4); S.I. 2015/1732, art. 2(e)(vi) (with art. 7)

38U.K.A disclosure for the purpose of enabling or assisting a body which is for the time being a recognised professional body for the purposes of section 391 of the Insolvency Act 1986 [F1511or Article 350 of the Insolvency (Northern Ireland) Order 1989](recognised professional bodies) to exercise its functions as such.

Textual Amendments

39(1)A disclosure for the purpose of enabling or assisting an overseas regulatory authority to exercise its regulatory functions.U.K.

(2)Overseas regulatory authority and regulatory functions have the same meaning as in section 82 of the Companies Act 1989.

40U.K.A 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.

41U.K.A disclosure with a view to the institution of, or otherwise for the purposes of, criminal proceedings.

42U.K.A 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 [F1512or Article 9, 10 or 11 of the Company Directors Disqualification (Northern Ireland) Order 2002].

Textual Amendments

[F151343U.K.A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Upper Tribunal in respect of—

[F1514(a)a decision of the Financial Conduct Authority;

(aa)a decision of the Prudential Regulation Authority;]

(b)a decision of the Bank of England; or

(c)a decision of a person relating to the assessment of any compensation or consideration under the Banking (Special Provisions) Act 2008 or the Banking Act 2009.]

Textual Amendments

F1514Sch. 15D para. 43(a)(aa) substituted for Sch. 15D para. 43(a) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 47(4) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

44U.K.A 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).

[F151544AU.K.A disclosure for the purposes of proceedings before [F1516the Pensions Regulator Tribunal] [F1516a tribunal in relation to a decision of the Pensions Regulator] .]

Textual Amendments

F1515Sch. 15D para. 44A inserted (6.4.2005) by Pensions Act 2004 (c. 35), ss. 319, 322, Sch. 4 para. 19 (with s. 313); S.I. 2005/275, art. 2(7), Sch. Pt. 7 (subject to art. 2(12))

F1516Words in Sch. 15D para. 44A substituted (E.W.S.) (6.4.2010) by The Transfer of Tribunal Functions Order 2010 (S.I. 2010/22), art. 1(2)(e), Sch. 2 para. 5(b) (with Sch. 5)

45U.K.A 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.

46[F1517(1)]A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a [F1518relevant lawyer] , auditor, accountant, valuer or actuary of his professional duties.U.K.

[F1519(2)“Relevant lawyer” means—

(a)a person who, for the purposes of the Legal Services Act 2007, is an authorised person in relation to an activity which constitutes a reserved legal activity (within the meaning of that Act),

(b)a solicitor or barrister in Northern Ireland, or

(c)a solicitor or advocate in Scotland.]

Textual Amendments

F1517Sch. 15D para. 46 renumbered as Sch. 15D para. 46(1) (1.1.2010) by Legal Services Act 2007 (c. 29), ss. 208, 211, Sch. 21 para. 63(a) (with ss. 29, 192, 193); S.I. 2009/3250, art. 2(h)

F1518Words in Sch. 15D para. 46(1) substituted (1.1.2010) by Legal Services Act 2007 (c. 29), ss. 208, 211, Sch. 21 para. 63(b) (with ss. 29, 192, 193); S.I. 2009/3250, art. 2(h)

47(1)A 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.U.K.

(2)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.

(3)An order under sub-paragraph (2) must be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

48U.K.A 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.

49U.K.A disclosure in pursuance of any [F1520EU] obligation.

Textual Amendments

F152150U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ]

Textual Amendments

SCHEDULE 16E+W+SF1522. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

SCHEDULES 17–19E+W+SF1523. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F1524F1524SCHEDULE 20E+W+S

Textual Amendments

Part IE+W+S . . . F1525

F1526F1526Part IIE+W+S Crown Disclaimer under section 656

5The court shall not under section 657 make a vesting order, where the property disclaimed is held under a lease, in favour of a person claiming under the company (whether as sub-lessee or as creditor in a duly registered or, as appropriate, recorded heritable security over a lease), except on the following terms.

6The person must by the order be made subject—

(a)to the same liabilities and obligations as those to which the company was subject under the lease in respect of the property at the commencement of the winding up, or

(b)(if the court thinks fit) only to the same liabilities and obligations as if the lease had been assigned to him at that date;

and in either event (if the case so requires) the liabilities and obligations must be as if the lease had comprised only the property comprised in the vesting order.

7A creditor or sub-lessee declining to accept a vesting order on such terms is excluded from all interest in and security over the property.

8If there is no person claiming under the company who is willing to accept an order on such terms, the court has power to vest the company’s estate and interest in the property in any person liable (either personally or in a representative character, and either alone or jointly with the company) to perform the lessee’s obligations under the lease, freed and discharged from all interests, rights and obligations created by the company in the lease or in relation to the lease.

9For the purposes of paragraph 5 above, a heritable security is duly recorded if it is recorded in the Register of Sasines and is duly registered if registered in accordance with the M39Land Registration (Scotland) Act 1979.

F1527F1527SCHEDULE 21E+W+S

Textual Amendments

InterpretationE+W+S

1In this Schedule—

  • “registration” means registration in pursuance of section 680 in Chapter II of Part XXII of this Act, and “registered” has the corresponding meaning, and

  • “instrument” includes deed of settlement, contract of copartnery and letters patent.

Vesting of propertyE+W+S

2All property belonging to or vested in the company at the date of its registration passes to and vests in the company on registration for all the estate and interest of the company in the property.

Existing liabilitiesE+W+S

3Registration does not affect the company’s rights or liabilities in respect of any debt or obligation incurred, or contract entered into, by, to, with or on behalf of the company before registration.

Pending actions at lawE+W+S

4(1)All actions and other legal proceedings which at the time of the company’s registration are pending by or against the company, or the public officer or any member of it, may be continued in the same manner as if the registration had not taken place.

(2)However, execution shall not issue against the effects of any individual member of the company on any judgment, decree or order obtained in such an action or proceeding; but in the event of the company’s property and effects being insufficient to satisfy the judgment, decree or order, an order may be obtained for winding up the company.

The company’s constitutionE+W+S

5(1)All provisions contained in any Act of Parliament or other instrument constituting or regulating the company are deemed to be conditions and regulations of the company, in the same manner and with the same incidents as if so much of them as would, if the company had been formed under this Act, have been required to be inserted in the memorandum, were contained in a registered memorandum, and the residue were contained in registered articles.

(2)The provisions brought in under this paragraph include, in the case of a company registered as a company limited by guarantee, those of the resolution declaring the amount of the guarantee; and they include also the statement under section 681(5)(a), and any statement under section 684(2).

6(1)All the provisions of this Act apply to the company, and to its members, contributories and creditors, in the same manner in all respects as if it had been formed under this Act, subject as follows.

(2)Table A does not apply unless adopted by special resolution.

(3)Provisions relating to the numbering of shares do not apply to any joint stock company whose shares are not numbered.

(4)Subject to the provisions of this Schedule, the company does not have power—

(a)to alter any provision contained in an Act of Parliament relating to the company,

(b)without the sanction of the Secretary of State, to alter any provision contained in letters patent relating to the company.

(5)The company does not have power to alter any provision contained in a royal charter or letters patent with respect to the company’s objects.

[F1528(6)Where by virtue of sub-paragraph (4) or (5) a company does not have power to alter a provision, it does not have power to ratify acts of the directors in contravention of the provision.]

Capital structureE+W+S

7Provisions of this Act with respect to—

(a)the registration of an unlimited company as limited,

(b)the powers of an unlimited company on registration as a limited company to increase the nominal amount of its share capital and to provide that a portion of its share capital shall not be capable of being called up except in the event of winding up, and

(c)the power of a limited company to determine that a portion of its share capital shall not be capable of being called up except in that event,

apply, notwithstanding any provisions contained in an Act of Parliament, royal charger or other instrument constituting or regulating the company.

SupplementaryE+W+S

8Nothing in paragraphs 5 to 7 authorises a company to alter any such provisions contained in an instrument constituting or regulating the company as would, if the company had originally been formed under this Act, have been required to be contained in the memorandum and are not authorised to be altered by this Act.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F1530F1530SCHEDULE 21AE+W+S

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Textual Amendments

F1541F1541SCHEDULE 21BE+W+S

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Textual Amendments

F1544F1544 SCHEDULE 21CE+W+S

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Textual Amendments

F1565F1565 SCHEDULE 21DE+W+S

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Textual Amendments

F1584F1584SCHEDULE 22E+W+S

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Textual Amendments

F1585F1585SCHEDULE 23E+W+S

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Textual Amendments

F1586F1586 SCHEDULE 24E+W+S

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Textual Amendments

F1587F1587SCHEDULE 25E+W+S

Textual Amendments

Relief from section 56 in respect of group reconstructions.E+W+S

38(1)This section applies where the issuing company—

(a)is a wholly-owned subsidiary of another company (“the holding company”); and

(b)allots shares to the holding company or to another wholly-owned subsidiary of the holding company in consideration for the transfer to it of shares in another subsidiary (whether wholly-owned or not) of the holding company.

(2)Where the shares in the issuing company allotted in consideration for the transfer are issued at a premium, the issuing company shall not be required by section 56 of the 1948 Act to transfer any amount in excess of the minimum premium value to the share premium account.

(3)In subsection (2) above “the minimum premium value” means the amount (if any) by which the base value of the shares transferred exceeds the aggregate nominal value of the shares allotted in consideration for the transfer.

(4)For the purposes of subsection (3) above, the base value of the shares transferred shall be taken as—

(a)the cost of those shares to the company transferring them; or

(b)the amount at which those shares are stated in that company’s accounting records immediately before the transfer;

whichever is the less.

(5)Section 37 of this Act shall not apply in a case to which this section applies.

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