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- Original (As enacted)
Companies Act 1985 is up to date with all changes known to be in force on or before 10 October 2024. There are changes that may be brought into force at a future date.
Revised legislation carried on this site may not be fully up to date. Changes and effects are recorded by our editorial team in lists which can be found in the ‘Changes to Legislation’ area. Where those effects have yet to be applied to the text of the legislation by the editorial team they are also listed alongside the affected provisions when you open the content using the Table of Contents below.
Whole provisions yet to be inserted into this Act (including any effects on those provisions):
Part I Formation and Registration of Companies; Juridical Status and Membership
Chapter III A Company’s Capacity; Formalities of Carrying on Business
Part II Re-registration as a means of altering a company’s status
Chapter I Issues by Companies Registered, or to be Registered, in Great Britain
Chapter II Issues by Companies Incorporated, or to be Incorporated, Outside Great Britain
Part IV Allotment of Shares and Debentures
Part V Share Capital, its Increase, Maintenance and Reduction
Chapter I General Provisions about Share Capital
Chapter V Maintenance of Capital
Chapter VI Financial Assistance by a Company for Acquisition of its Own Shares
Chapter VII Redeemable Shares; Purchase by a Company of its Own Shares
Redemption or purchase of own shares out of capital (private companies only)
Chapter VIII Miscellaneous Provisions about Shares and Debentures
Part VI Disclosure of Interests in Shares
Registration and investigation of share acquisitions and disposals
Chapter I Provisions Applying to Companies Generally
228. Exemption for parent companies included in accounts of larger group.
228A.Exemption for parent companies included in non-EEA group accounts
230. Treatment of individual profit and loss account where group accounts prepared.
231. Disclosure required in notes to accounts:related undertakings.
231A.Disclosure required in notes to annual accounts: particulars of staff
232. Disclosure required in notes to accounts: emoluments and other benefits of directors and others.
Revision of defective accounts and reports
245. Voluntary revision of annual accounts or directors’ report.
245A. Secretary of State’s notice in respect of annual accounts.
245B. Application to court in respect of defective accounts.
245D.Disclosure of information held by Inland Revenue to persons authorised to apply to court
245E.Restrictions on use and further disclosure of information disclosed under section 245D
245F.Power of authorised persons to require documents, information and explanations
245G.Restrictions on further disclosure of information obtained under section 245F
Chapter II Exemptions, Exceptions and Special Provisions
Small and medium-sized companies and groups
Exemptions from audit for certain categories of small company
Chapter III Supplementary Provisions
Part X Enforcement of Fair Dealing by Directors
Share dealings by directors and their families
324. Duty of director to disclose shareholdings in own company.
325. Register of directors’ interests notified under s. 324.
327. Extension of s. 323 to spouses , civil partners and children.
328. Extension of s. 324 to spouses , civil partners and children.
329. Duty to notify stock exchange of matters notified under preceding sections.
Restrictions on a company’s power to make loans, etc., to directors and persons connected with them
Part XA Control of political donations
347C. Prohibition on donations and political expenditure by companies.
347E. Special rule for parent company of non-GB subsidiary undertaking.
347F. Remedies for breach of prohibitions on company donations etc.
347G. Remedy for unauthorised donation or expenditure by non-GB subsidiary.
347H. Exemption of directors from liability in respect of unauthorised donation or expenditure.
347I. Enforcement of directors’ liabilities by shareholder action.
Part XI Company administration and procedure
364A. Contents of annual return: particulars of share capital . . . .
364B.Contents of annual return: information about shareholders: non-traded companies
364C.Contents of annual return: information about shareholders: traded companies
364D.Contents of annual return: information about shareholders: supplementary
365. Supplementary provisions: regulations and interpretation.
Chapter IV Meetings and Resolutions
Part XII Registration of Charges
Chapter I Registration of Charges (England and Wales)
398. Verification of charge on property outside United Kingdom.
401. Register of charges to be kept by registrar of companies.
406. Companies to keep copies of instruments creating charges.
408. Right to inspect instruments which create charges, etc.
409. Charges on property in England and Wales created by oversea company.
Part XIV Investigation of Companies and Their Affairs; Requisition of Documents
Other powers of investigation available to the Secretary of State
Powers of Secretary of State to give directions to inspectors
Part XV Orders Imposing Restrictions on Shares (Section 445)
Part XVII Protection of Company’s Members against Unfair Prejudice
Part XVIII Floating Charges and Receivers (Scotland)
Part XX Winding Up of Companies Registered Under this Act or the Former Companies Acts
Chapters I–V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chapter VI Matters Arising Subsequent to Winding Up
652A. Registrar may strike private company off register on application.
652B. Duties in connection with making application under section 652A.
652C. Directors’ duties following application under section 652A.
655. Effect on s. 654 of company’s revival after dissolution.
658. Liability for rentcharge on company’s land after dissolution.
Chapter I Companies Formed or Registered under Former Companies Acts
Chapter II Companies not Formed under Companies Legislation, but Authorised to Register
690A. Branch registration under the Eleventh Company Law Directive (89/666/EEC).
694. Regulation of oversea companies in respect of their names.
694A. Service of documents: companies to which section 690A applies.
695A. Registrar to whom documents to be delivered: companies to which section 690A applies.
Chapter II Delivery of Accounts and Reports
699A. Credit and financial institutions to which the Bank Branches Directive (89/117/EEC) applies.
699AA. Companies to which the Eleventh Company Law Directive applies.
700. Preparation of accounts and reports by oversea companies.
701. Oversea company’s financial year and accounting reference periods.
702. Delivery to registrar of accounts and reports of oversea company.
Part XXIV The Registrar of Companies, His Functions and Offices
706. Delivery to the registrar of documents in legible form.
707. Delivery to the registrar of documents otherwise than in legible form.
707B. Delivery to the registrar using electronic communications
710A. Provision and authentication by registrar of documents in non-legible form.
711. Public notice by registrar of receipt and issue of certain documents.
Part XXV Miscellaneous and Supplementary Provisions
719. Power of company to provide for employees on cessation or transfer of business.
721. Production and inspection of books where offence suspected.
723A. Obligations of company as to inspection of registers, &c.
724.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
726. Costs and expenses in actions by certain limited companies.
SCHEDULES
Particulars of Directors etc. to be Contained in Statement Under Section 10
Part II Accounting Principles and Rules
SECTION D FAIR VALUE ACCOUNTING
Part III Notes to the Accounts
35.Any information required in the case of any company by...
36.The accounting policies adopted by the company in determining the...
36A.It shall be stated whether the accounts have been prepared...
37.Paragraphs 38 to 51 require information which either supplements the...
38.(1) The following information shall be given with respect to...
39.If the company has allotted any shares during the financial...
40.(1) With respect to any contingent right to the allotment...
41.(1) If the company has issued any debentures during the...
43.Where any fixed assets of the company (other than listed...
45B.Where the company has derivatives that it has not included...
45C.(1) Sub-paragraph (2) applies if– (a) the company has financial...
45D.Information where investment property and living animals and plants included at fair value
47.The amount of any provision for deferred taxation shall be...
48.(1) In respect of each item shown under “creditors” in...
49.If any fixed cumulative dividends on the company’s shares are...
52.Paragraphs 53 to 57 require information which either supplements the...
53.(1) Subject to the following provisions of this paragraph, each...
56.(1) The following information shall be given with respect to...
57.(1) Where any amount relating to any preceding financial year...
58.(1) Where sums originally denominated in foreign currencies have been...
Part IV Special Provisions Where Company is a Parent Company or Subsidiary Undertaking
Part V Special Provisions where the Company is an Investment Company
Acquisition and merger accounting
7.(1) The following provisions apply where an undertaking becomes a...
8.An acquisition shall be accounted for by the acquisition method...
10.(1) The conditions for accounting for an acquisition as a...
13.(1) The following information with respect to acquisitions taking place...
15.Where during the financial year there has been a disposal...
16.The information required by paragraph 13, 14 or 15 above...
Interests in subsidiary undertakings excluded from consolidation
Part II Companies Required to Prepare Group Accounts
Financial information about subsidiary undertakings not included in the consolidation
Further information about subsidiary undertakings excluded from consolidation
Shares and debentures of company held by subsidiary undertakings
Construction of references to shares held by parent company or group
Part I Chairman’s and Directors’ Emoluments, Pensions and Compensation for Loss of Office
Part II Loans, Quasi-loans and Other Dealings in Favour of Directors
16.The accounts prepared by a company other than a holding...
17.(1) For purposes of paragraphs 15(c) and 16(c), a transaction...
4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20.Neither paragraph 15(c) nor paragraph 16(c) applies in relation to...
21.Neither paragraph 15(c) nor paragraph 16(c) applies in relation to...
PART 3 INFORMATION SUBJECT TO AUDIT
6. Amount of each director’s emoluments and compensation in the relevant financial year
8.The information required by sub-paragraph (1) of paragraph 7 in...
11.(1) The information required by sub-paragraph (1) of paragraph 10...
13. Excess retirement benefits of directors and past directors
15. Sums paid to third parties in respect of a director’s services
Part 2 Specified descriptions of disclosures
7.A disclosure for the purpose of assisting a body designated...
9.A disclosure for the purpose of enabling or assisting the...
10.A disclosure for the purpose of enabling or assisting the...
11.A disclosure for the purpose of enabling or assisting the...
12.A disclosure for the purpose of enabling or assisting the...
13.A disclosure for the purpose of enabling or assisting the...
PART I EXEMPTIONS WITH RESPECT TO PREPARATION OF ANNUAL ACCOUNTS OF SMALL COMPANIES
PART I GENERAL RULES AND FORMATS
PART II ACCOUNTING PRINCIPLES AND RULES
SECTION D FAIR VALUE ACCOUNTING
PART III NOTES TO THE ACCOUNTS
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CHAPTER 1 GENERAL RULES AND FORMATS
CHAPTER II ACCOUNTING PRINCIPLES AND RULES
SECTION B VALUATION RULESHISTORICAL COST ACCOUNTING RULES
CHAPTER III NOTES TO THE ACCOUNTS
Information supplementing the balance sheet
52.If the company has allotted any shares during the financial...
53.(1) With respect to any contingent right to the allotment...
54.(1) If the company has issued any debentures during the...
56.Where any fixed assets of the company (other than listed...
57.In relation to any amount which is included under Assets...
58B.Where the company has derivatives that it has not included...
58C.(1) Sub-paragraph (2) applies if– (a) the company has financial...
58D.Information where investment property and living animals and plants included at fair value
70.Assets and liabilities denominated in a currency other than sterling (or the currency in which the accounts are drawn up)
Part IV Additional Disclosure: Emoluments and Other Benefits of Directors and Others
Chapter II Accounting Principles and Rules
Section B Current Value Accounting Rules
Section C Historical Cost Accounting Rules
Section D Rules for Determining Provisions
Chapter iii Notes to the Accounts
Information supplementing the balance sheet
59.If the company has allotted any shares during the financial...
60.(1) With respect to any contingent right to the allotment...
61.(1) If the company has issued any debentures during the...
63.Where any assets of the company (other than listed investments)...
64.In relation to any amount which is included under Assets...
65B.Where the company has derivatives that it has not included...
65C.(1) Sub-paragraph (2) applies if– (a) the company has financial...
65D.Information where investment property and living animals and plants included at fair value
69.If any fixed cumulative dividends on the company’s shares are...
Modifications where accounts prepared in accordance with special provisions for banking companies
Modifications where accounts prepared in accordance with special provisions for insurance companies
Provisions Supplementing and Interpreting Sections 324 to 328
Part I Countries and Territories in Which Overseas Branch Register May be Kept
Part II General Provisions With Respect to Overseas Branch Registers
1.(1) A company keeping an overseas branch register shall give...
4.(1) The company shall— (a) transmit to its registered office...
5.Subject to the above provisions with respect to the duplicate...
6.A company may discontinue to keep an overseas branch register,...
7.Subject to the provisions of this Act, any company may,...
Part III Provisions for Branch Registers of Oversea Companies to be Kept in Great Britain
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1.A disclosure for the purpose of enabling or assisting a...
2.A disclosure for the purpose of enabling or assisting an...
3.A disclosure for the purpose of enabling or assisting a...
4.A disclosure for the purpose of enabling or assisting a...
5.A disclosure for the purpose of enabling or assisting a...
6.A disclosure for the purpose of enabling or assisting a...
7.A disclosure for the purpose of enabling or assisting a...
8.A disclosure for the purpose of enabling or assisting a...
9.A disclosure for the purpose of enabling or assisting the...
10.A disclosure for the purpose of enabling or assisting the...
11.A disclosure for the purpose of enabling or assisting the...
12.A disclosure for the purpose of enabling or assisting a...
13.A disclosure for the purpose of enabling or assisting the...
13A.A disclosure for the purpose of enabling or assisting the...
14.A disclosure for the purpose of enabling or assisting the...
15.A disclosure for the purpose of enabling or assisting the...
16.A disclosure for the purpose of enabling or assisting organs...
17.A disclosure for the purpose of enabling or assisting the...
20.A disclosure for the purpose of enabling or assisting an...
21.A disclosure for the purpose of enabling or assisting the...
22.A disclosure for the purpose of enabling or assisting the...
23.A disclosure for the purpose of enabling or assisting the...
24.A disclosure by the Gambling Commission to the National Audit...
25.A disclosure for the purposes of enabling or assisting a...
26.A disclosure for the purpose of enabling or assisting an...
27.A disclosure for the purpose of enabling or assisting a...
27A.A disclosure for the purpose of enabling or assisting the...
28.A disclosure for the purpose of enabling or assisting the...
30.A disclosure for the purpose of enabling or assisting a...
31.(1) A disclosure for the purpose of enabling or assisting...
32.A disclosure for the purpose of enabling or assisting a...
34.A disclosure for the purpose of enabling or assisting a...
35.A disclosure for the purpose of enabling or assisting a...
36.A disclosure for the purpose of enabling or assisting an...
38.A disclosure for the purpose of enabling or assisting a...
39.(1) A disclosure for the purpose of enabling or assisting...
40.A disclosure for the purpose of enabling or assisting the...
44.A disclosure for the purposes of proceedings before the Financial...
44A.A disclosure for the purposes of proceedings before the Pensions...
45.A disclosure for the purpose of enabling or assisting a...
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