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Part 1U.K.General introductory provisions

Modifications etc. (not altering text)

C1Pts. 1-39 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 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

Companies and Companies ActsU.K.

1CompaniesU.K.

(1)In the Companies Acts, unless the context otherwise requires—

company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

(2)Certain provisions of the Companies Acts apply to—

(a)companies registered, but not formed, under this Act (see Chapter 1 of Part 33), and

(b)bodies incorporated in the United Kingdom but not registered under this Act (see Chapter 2 of that Part).

(3)For provisions applying to companies incorporated outside the United Kingdom, see Part 34 (overseas companies).

2The Companies ActsU.K.

(1)In this Act “the Companies Acts” means—

(a)the company law provisions of this Act,

(b)Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (community interest companies), and

(c)the provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that remain in force.

(2)The company law provisions of this Act are—

(a)the provisions of Parts 1 to 39 of this Act, and

(b)the provisions of Parts 45 to 47 of this Act so far as they apply for the purposes of those Parts.

Commencement Information

I1S. 2 wholly in force at 6.4.2007; s. 2 not in force at Royal Assent, see s. 1300; s. 2 in force for specified purposes at 1.1.2007 and 20.1.2007 by S.I. 2006/3428, arts. 2(2)(a), 3(2)(a) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 2 wholly in force at 6.4.2007 by S.I. 2007/1093 {art. 2(1)(a)} (subject to transitional adaptations in Sch. 1 para. 1)

Types of companyU.K.

3Limited and unlimited companiesU.K.

(1)A company is a “limited company” if the liability of its members is limited by its constitution.

It may be limited by shares or limited by guarantee.

(2)If their liability is limited to the amount, if any, unpaid on the shares held by them, the company is “limited by shares”.

(3)If their liability is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up, the company is “limited by guarantee”.

(4)If there is no limit on the liability of its members, the company is an “unlimited company”.

4Private and public companiesU.K.

(1)A “private company” is any company that is not a public company.

(2)A “public company” is a company limited by shares or limited by guarantee and having a share capital—

(a)whose certificate of incorporation states that it is a public company, and

(b)in relation to which the requirements of this Act, or the former Companies Acts, as to registration or re-registration as a public company have been complied with on or after the relevant date.

(3)For the purposes of subsection (2)(b) the relevant date is—

(a)in relation to registration or re-registration in Great Britain, 22nd December 1980;

(b)in relation to registration or re-registration in Northern Ireland, 1st July 1983.

(4)For the two major differences between private and public companies, see Part 20.

5Companies limited by guarantee and having share capitalU.K.

(1)A company cannot be formed as, or become, a company limited by guarantee with a share capital.

(2)Provision to this effect has been in force—

(a)in Great Britain since 22nd December 1980, and

(b)in Northern Ireland since 1st July 1983.

(3)Any provision in the constitution of a company limited by guarantee that purports to divide the company's undertaking into shares or interests is a provision for a share capital.

This applies whether or not the nominal value or number of the shares or interests is specified by the provision.

6Community interest companiesU.K.

(1)In accordance with Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)—

(a)a company limited by shares or a company limited by guarantee and not having a share capital may be formed as or become a community interest company, and

(b)a company limited by guarantee and having a share capital may become a community interest company.

(2)The other provisions of the Companies Acts have effect subject to that Part.

Part 2U.K.Company formation

Modifications etc. (not altering text)

GeneralU.K.

7Method of forming companyU.K.

(1)A company is formed under this Act by one or more persons—

(a)subscribing their names to a memorandum of association (see section 8), and

(b)complying with the requirements of this Act as to registration (see sections 9 to 13).

(2)A company may not be so formed for an unlawful purpose.

8Memorandum of associationU.K.

(1)A memorandum of association is a memorandum stating that the subscribers—

(a)wish to form a company under this Act, and

(b)agree to become members of the company and, in the case of a company that is to have a share capital, to take at least one share each.

(2)The memorandum must be in the prescribed form and must be authenticated by each subscriber.

Commencement Information

I2S. 8 wholly in force at 1.10.2009; s. 8 not in force at Royal Assent, see s. 1300; s. 8 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 8 in force at 1.10.2009 in so far as not already in force by S.I. 2008/2860, art. 3(b) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

Requirements for registrationU.K.

9Registration documentsU.K.

(1)The memorandum of association must be delivered to the registrar together with an application for registration of the company, the documents required by this section and a statement of compliance.

(2)The application for registration must state—

(a)the company's proposed name,

(b)whether the company's registered office is to be situated in England and Wales (or in Wales), in Scotland or in Northern Ireland,

(c)whether the liability of the members of the company is to be limited, and if so whether it is to be limited by shares or by guarantee, [F1and]

(d)whether the company is to be a private or a public company. [F2, and

(e)that the subscribers wish to form the company for lawful purposes.]

(3)[F3If the application is delivered by a person as agent for the subscribers to the memorandum of association, it must state his name and address.]

[F4(3A)The application must contain—

(a)a statement of the required information about each of the subscribers to the memorandum of association (see section 9A),

(b)a statement that none of the subscribers to the memorandum of association is disqualified under the directors disqualification legislation (see section 159A(2)),

(c)if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying—

(i)the subscriber’s name,

(ii)the court by which permission was given, and

(iii)the date on which permission was given, and

(d)if any of them would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect, in respect of each of them, specifying—

(i)the subscriber’s name, and

(ii)the date on which it was issued and by whom it was issued.]

(4)The application must contain—

(a)in the case of a company that is to have a share capital, a statement of capital and initial shareholdings (see section 10);

(b)in the case of a company that is to be limited by guarantee, a statement of guarantee (see section 11);

(c)a statement of the company's proposed officers (see section 12)[F5;

(d)a statement of initial significant control (see section 12A).]

(5)The application must also contain—

(a)a statement of the intended address of the company's registered office [F6, which must be an appropriate address within the meaning given by section 86(2)]; F7...

[F8(aa)a statement of the intended registered email address of the company, which must be an appropriate email address within the meaning given by section 88A(2);]

(b)a copy of any proposed articles of association (to the extent that these are not supplied by the default application of model articles: see section 20)[F9; and

(c)a statement of the type of company it is to be and its intended principal business activities.]

[F10(5A)The information as to the company's type must be given by reference to the classification scheme prescribed for the purposes of this section.

(5B)The information as to the company's intended principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities.]

(6)The application must be delivered—

(a)to the registrar of companies for England and Wales, if the registered office of the company is to be situated in England and Wales (or in Wales);

(b)to the registrar of companies for Scotland, if the registered office of the company is to be situated in Scotland;

(c)to the registrar of companies for Northern Ireland, if the registered office of the company is to be situated in Northern Ireland.

[F11(7)In subsection (3A)(c) “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2).]

Textual Amendments

F1Word in s. 9(2)(c) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 2(a), 219(1)(2)(b)

F2S. 9(2)(e) and word inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 2(b), 219(1)(2)(b)

F3S. 9(3) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 72(2), 219(1)(2)(b)

F4S. 9(3A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 3(2)(a), 219(1)(2)(b)

F5S. 9(4)(d) inserted (26.5.2015 for specified purposes, 30.6.2016 in so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 3 para. 4; S.I. 2015/1329, reg. 3(a); S.I. 2015/2029, reg. 5(b)

F6Words in s. 9(5)(a) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 28(2), 219(1)(2)(b)

F8S. 9(5)(aa) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 29(2), 219(1)(2)(b)

F10S. 9(5A)(5B) inserted (1.1.2016 for specified purposes, 30.6.2016 in so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 93(3), 164(1); S.I. 2015/2029, reg. 3(b); S.I. 2016/321, reg. 6(b)

F11S. 9(7) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 3(2)(b), 219(1)(2)(b)

[F129ARequired information about the subscribersU.K.

(1)The required information about a subscriber who is an individual is—

(a)name;

(b)a service address.

(2)The required information about a subscriber that is a body corporate, or a firm that is a legal person under the law by which it is governed, is—

(a)corporate or firm name;

(b)a service address.

(3)In subsection (1) “name” means the individual’s forename and surname.

(4)Where a subscriber is a peer or an individual usually known by a title, that title may be stated in the application for the registration of the company instead of the subscriber’s forename and surname.

(5)The Secretary of State may by regulations—

(a)amend this section so as to change the required information about a subscriber;

(b)repeal subsection (4).

(6)Regulations under this section are subject to affirmative resolution procedure.]

Textual Amendments

F12S. 9A inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 3(3), 219(1)(2)(b)

10Statement of capital and initial shareholdingsU.K.

(1)The statement of capital and initial shareholdings required to be delivered in the case of a company that is to have a share capital must comply with this section.

(2)It must state—

(a)the total number of shares of the company to be taken on formation by the subscribers to the memorandum of association,

(b)the aggregate nominal value of those shares,

[F13(ba)the aggregate amount (if any) to be unpaid on those shares (whether on account of their nominal value or by way of premium), and]

(c)for each class of shares—

(i)prescribed particulars of the rights attached to the shares,

(ii)the total number of shares of that class, and

(iii)the aggregate nominal value of shares of that class, F14...

F14(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F15(3)It must contain such information as may be prescribed for the purpose of identifying the subscribers to the memorandum of association.]

(4)It must state, with respect to each subscriber to the memorandum—

(a)the number, nominal value (of each share) and class of shares to be taken by him on formation, and

(b)the amount to be paid up and the amount (if any) to be unpaid on each share (whether on account of the nominal value of the share or by way of premium).

(5)Where a subscriber to the memorandum is to take shares of more than one class, the information required under subsection (4)(a) is required for each class.

Textual Amendments

F15S. 10(3) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 3(4), 219(1)(2)(b)

Commencement Information

I3S. 10 wholly in force at 1.10.2009; s. 10 not in force at Royal Assent, see s. 1300; s. 10 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 10 in force at 1.10.2009 in so far as not already in force by S.I. 2008/2860, art. 3(b)

11Statement of guaranteeU.K.

(1)The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must comply with this section.

[F16(2)It must contain such information as may be prescribed for the purpose of identifying the subscribers to the memorandum of association.]

(3)It must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for—

(a)payment of the debts and liabilities of the company contracted before he ceases to be a member,

(b)payment of the costs, charges and expenses of winding up, and

(c)adjustment of the rights of the contributories among themselves,

not exceeding a specified amount.

Textual Amendments

F16S. 11(2) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 3(5), 219(1)(2)(b)

Commencement Information

I4S. 11 wholly in force at 1.10.2009; s. 11 not in force at Royal Assent, see s. 1300; s. 11 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 11 in force at 1.10.2009 in so far as not already in force by S.I. 2009/2860, art. 3(b)

12Statement of proposed officersU.K.

(1)The statement of the company's proposed officers required to be delivered to the registrar must contain the required [F17particulars of] [F17information about]

(a)the person who is, or persons who are, to be the first director or directors of the company;

(b)in the case of a company that is to be a private company, any person who is (or any persons who are) to be the first secretary (or joint secretaries) of the company;

(c)in the case of a company that is to be a public company, the person who is (or the persons who are) to be the first secretary (or joint secretaries) of the company.

[F18(2)The required particulars are the particulars that will be required [F19(or, in the absence of an election under section 167A or 279A, would be required)] to be stated—

(a)in the case of a director, in the company's register of directors and register of directors' residential addresses (see sections 162 to 166);

(b)in the case of a secretary, in the company's register of secretaries (see sections 277 to 279).]

[F18(2)For the required information—

(a)in relation to proposed directors, see sections 167J and 167K;

(b)in relation to proposed secretaries or joint secretaries, see sections 279J and 279K.]

[F20(2A)The statement must, in the case of each individual named as a director, confirm that the individual’s identity is verified (see section 1110A).]

(3)[F21The statement must also include a statement by the subscribers to the memorandum of association that each of the persons named as a director, as secretary or as one of the joint secretaries has consented to act in the relevant capacity.]

If all the partners in a firm are to be joint secretaries, consent may be given by one partner on behalf of all of them.

[F22(4)The statement must also include a statement by the subscribers to the memorandum of association that no one named as a director is—

(a)disqualified under the directors disqualification legislation (see section 159A(2)), or

(b)otherwise ineligible by virtue of any enactment for appointment as a director.

(5)Where any of the persons named as directors would be disqualified under the directors disqualification legislation but for the permission of a court to act, the statement must also include a statement to that effect, in respect of each of them, specifying—

(a)the person’s name,

(b)the court by which permission was given, and

(c)the date on which permission was given.

(6)In subsection (5) “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2).

(7)Where any of the persons named as directors would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, the statement must also include a statement to that effect, in respect of each of them, specifying—

(a)the person’s name, and

(b)the date on which the licence was issued and by whom it was issued.]

Textual Amendments

F17Words in s. 12(1) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 22(2)

F18S. 12(2) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 22(3)

F20S. 12(2A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 4(2), 219(1)(2)(b)

F22S. 12(4)-(7) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 5(2), 219(1)(2)(b)

[F23 12A Statement of initial significant controlU.K.

[F24(1)The statement of initial significant control required to be delivered to the registrar must—

(a)state whether, on incorporation, there will be anyone who will count for the purposes of section 790M (register of people with significant control over a company) as either a registrable person or a registrable relevant legal entity in relation to the company,

(b)include the required particulars of anyone who will count as such, and

(c)include any other matters that on incorporation will be required (or, in the absence of an election under section 790X, would be required) to be entered in the company's PSC register by virtue of section 790M.]

[F24(1)The statement of initial significant control required to be delivered to the registrar must—

(a)state whether, on incorporation, there will be anyone who is either a registrable person or a registrable relevant legal entity in relation to the company, and

(b)include the required particulars of any such person.]

[F25(1A)If there is anyone who will be a registrable person, or a registrable relevant legal entity, in relation to the company on incorporation, the statement must also include—

(a)a statement that none of them is disqualified under the directors disqualification legislation (see section 159A(2)),

(b)if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying—

(i)the person’s name,

(ii)the court by which permission was given,

(iii)the date on which permission was given, and

(c)if any of them would be so disqualified by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect, in respect of each of them, specifying—

(i)the person’s name, and

(ii)the date on which the licence was issued and by whom it was issued.]

(2)It is not necessary to include under subsection (1)(b) the date on which someone becomes a registrable person or a registrable relevant legal entity in relation to the company.

(3)If the statement includes required particulars of an individual, it must also contain a statement that those particulars are included with the knowledge of that individual.

[F26(4)Registrable person”, “registrable relevant legal entity” and “required particulars” have the meanings given in Part 21A (see sections 790C and 790K). ]

[F26(4)In this section—

Textual Amendments

F23S. 12A inserted (26.5.2015 for specified purposes, 30.6.2016 in so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 3 para. 5; S.I. 2015/1329, reg. 3(a); S.I. 2015/2029, reg. 5(b)

F24S. 12A(1) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 23

F25S. 12A(1A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 6(2), 219(1)(2)(b)

F26S. 12A(4) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 6(3), 219(1)(2)(b)

Modifications etc. (not altering text)

C4S. 12A applied (with modifications) by S.I. 2009/1804, reg. 3A (as inserted (30.6.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(2)(c), Sch. 3 para. 3)

[F2712BOption to provide ID verification information about PSCsU.K.

(1)This section applies if an application for the registration of a company contains a statement of initial significant control that identifies a person who will be a registrable person, or a registrable relevant legal entity, in relation to the company on its incorporation.

(2)In relation to any person who will be a registrable person, the statement may include a statement that the person’s identity is verified (see section 1110A).

(3)In relation to any person who will be a registrable relevant legal entity, the statement may include a statement that—

(a)specifies the name of one of its relevant officers (within the meaning given by section 790LO(6)) who is an individual and whose identity is verified, and

(b)confirms that the individual’s identity is verified.

(4)If a statement under subsection (3) is included in relation to a person who will be a registrable relevant legal entity, the application for registration of the company must be accompanied by a statement by the individual confirming that the individual is a relevant officer of that entity.

(5)To find out what happens if the option in subsection (2) or (3) is not exercised, see sections 790LM and 790LO.

(6)In this section—

Textual Amendments

F27S. 12B inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 7, 219(1)(2)(b)

13Statement of complianceU.K.

(1)The statement of compliance required to be delivered to the registrar is a statement that the requirements of this Act as to registration have been complied with.

(2)The registrar may accept the statement of compliance as sufficient evidence of compliance.

Registration and its effectU.K.

14RegistrationU.K.

If the registrar is satisfied that the requirements of this Act as to registration are complied with, he shall register the documents delivered to him.

Modifications etc. (not altering text)

C6S. 14 applied (with modifications) by S.I. 2004/2326 reg. 87(1) (as substituted (1.10.2014) by The European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014 (S.I. 2014/2382), regs. 1, 32)

15Issue of certificate of incorporationU.K.

(1)On the registration of a company, the registrar of companies shall give a certificate that the company is incorporated.

(2)The certificate must state—

(a)the name and registered number of the company,

(b)the date of its incorporation,

(c)whether it is a limited or unlimited company, and if it is limited whether it is limited by shares or limited by guarantee,

(d)whether it is a private or a public company, and

(e)whether the company's registered office is situated in England and Wales (or in Wales), in Scotland or in Northern Ireland.

(3)The certificate must be signed by the registrar or authenticated by the registrar's official seal.

(4)The certificate is conclusive evidence that the requirements of this Act as to registration have been complied with and that the company is duly registered under this Act.

16Effect of registrationU.K.

(1)The registration of a company has the following effects as from the date of incorporation.

(2)The subscribers to the memorandum, together with such other persons as may from time to time become members of the company, are a body corporate by the name stated in the certificate of incorporation.

(3)That body corporate is capable of exercising all the functions of an incorporated company.

(4)The status [F28, registered email address] and registered office of the company are as stated in, or in connection with, the application for registration.

(5)In the case of a company having a share capital, the subscribers to the memorandum become holders of the shares specified in the statement of capital and initial shareholdings.

(6)The persons named in the statement of proposed officers—

(a)as director, or

(b)as secretary or joint secretary of the company,

are deemed to have been appointed to that office [F29unless ineligible for appointment to that office by virtue of any enactment].

Textual Amendments

F28Words in s. 16(4) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 29(3), 219(1)(2)(b)

F29Words in s. 16(6) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 5(3), 219(1)(2)(b)

Modifications etc. (not altering text)

C7S. 16 excluded by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), Sch. 4 para. 6 (as amended (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. {40(6)})

Part 3U.K.A company's constitution

Modifications etc. (not altering text)

Chapter 1U.K.Introductory

17A company's constitutionU.K.

Unless the context otherwise requires, references in the Companies Acts to a company's constitution include—

(a)the company's articles, and

(b)any resolutions and agreements to which Chapter 3 applies (see section 29).

Commencement Information

I5S. 17 wholly in force at 1.10.2009; s. 17 not in force at Royal Assent see s. 1300; s. 17 in force for specified purposes at 1.10.2007 by S.I. 2007/2194, art. 2(3)(a) (with savings in art. 12 and subject to transitional adaptations specified in Sch. 1 para. 1); s. 17 in force for specified further purposes at 6.4.2008 by S.I. 2007/3495, art. 3(3)(a) (with savings in arts. 7, 12); s. 17 in force otherwise at 1.10.2009 by S.I. 2008/2860, art. 3(c) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

Chapter 2U.K.Articles of association

GeneralU.K.

18Articles of associationU.K.

(1)A company must have articles of association prescribing regulations for the company.

(2)Unless it is a company to which model articles apply by virtue of section 20 (default application of model articles in case of limited company), it must register articles of association.

(3)Articles of association registered by a company must—

(a)be contained in a single document, and

(b)be divided into paragraphs numbered consecutively.

(4)References in the Companies Acts to a company's “articles” are to its articles of association.

19Power of Secretary of State to prescribe model articlesU.K.

(1)The Secretary of State may by regulations prescribe model articles of association for companies.

(2)Different model articles may be prescribed for different descriptions of company.

(3)A company may adopt all or any of the provisions of model articles.

(4)Any amendment of model articles by regulations under this section does not affect a company registered before the amendment takes effect.

“Amendment” here includes addition, alteration or repeal.

(5)Regulations under this section are subject to negative resolution procedure.

Commencement Information

I6S. 19 wholly in force at 1.10.2009; s. 19 not in force at Royal Assent, see s. 1300; s. 19 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 19 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(c) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

20Default application of model articlesU.K.

(1)On the formation of a limited company—

(a)if articles are not registered, or

(b)if articles are registered, in so far as they do not exclude or modify the relevant model articles,

the relevant model articles (so far as applicable) form part of the company's articles in the same manner and to the same extent as if articles in the form of those articles had been duly registered.

(2)The “relevant model articles” means the model articles prescribed for a company of that description as in force at the date on which the company is registered.

Alteration of articlesU.K.

21Amendment of articlesU.K.

(1)A company may amend its articles by special resolution.

(2)In the case of a company that is a charity, this is subject to—

(a)in England and Wales, [F30sections 197 and 198 of the Charities Act 2011];

(b)in Northern Ireland, [F31section 96 of the Charities Act (Northern Ireland) 2008] .

(3)In the case of a company that is registered in the Scottish Charity Register, this is subject to—

(a)section 112 of the Companies Act 1989 (c. 40), and

(b)section 16 of the Charities and Trustee Investment (Scotland) Act 2005 (asp 10).

Textual Amendments

F30Words in s. 21(2)(a) substituted (14.3.2012) by Charities Act 2011 (c. 25), ss. 354, 355, Sch. 7 para. 113 (with s. 20(2), Sch. 8)

F31Words in s. 21(2)(b) substituted (N.I.) (24.6.2013) by Charities Act (Northern Ireland) 2008 (c. 12) (N.I.), ss. 183, 185, {Sch. 8 para. 13(1)}; S.R. 2013/145, art. 2, Sch.

Modifications etc. (not altering text)

22Entrenched provisions of the articlesU.K.

(1)A company's articles may contain provision (“provision for entrenchment”) to the effect that specified provisions of the articles may be amended or repealed only if conditions are met, or procedures are complied with, that are more restrictive than those applicable in the case of a special resolution.

(2)Provision for entrenchment may only be made—

(a)in the company's articles on formation, or

(b)by an amendment of the company's articles agreed to by all the members of the company.

(3)Provision for entrenchment does not prevent amendment of the company's articles—

(a)by agreement of all the members of the company, or

(b)by order of a court or other authority having power to alter the company's articles.

(4)Nothing in this section affects any power of a court or other authority to alter a company's articles.

Modifications etc. (not altering text)

Commencement Information

I7S. 22 partly in force; s. 22 not in force at Royal Assent see s. 1300; s. 22 in force for specified purposes at 1.10.2009 by S.I. 2008/2860, art. 3(c) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18 and S.I. 2009/2476, regs. 1(2)(3), 2(2))

23Notice to registrar of existence of restriction on amendment of articlesU.K.

(1)Where a company's articles—

(a)on formation contain provision for entrenchment,

(b)are amended so as to include such provision, or

(c)are altered by order of a court or other authority so as to restrict or exclude the power of the company to amend its articles,

the company must give notice of that fact to the registrar.

(2)Where a company's articles—

(a)are amended so as to remove provision for entrenchment, or

(b)are altered by order of a court or other authority—

(i)so as to remove such provision, or

(ii)so as to remove any other restriction on, or any exclusion of, the power of the company to amend its articles,

the company must give notice of that fact to the registrar.

24Statement of compliance where amendment of articles restrictedU.K.

(1)This section applies where a company's articles are subject—

(a)to provision for entrenchment, or

(b)to an order of a court or other authority restricting or excluding the company's power to amend the articles.

(2)If the company—

(a)amends its articles, and

(b)is required to send to the registrar a document making or evidencing the amendment,

the company must deliver with that document a statement of compliance.

(3)The statement of compliance required is a statement certifying that the amendment has been made in accordance with the company's articles and, where relevant, any applicable order of a court or other authority.

(4)The registrar may rely on the statement of compliance as sufficient evidence of the matters stated in it.

25Effect of alteration of articles on company's membersU.K.

(1)A member of a company is not bound by an alteration to its articles after the date on which he became a member, if and so far as the alteration—

(a)requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or

(b)in any way increases his liability as at that date to contribute to the company's share capital or otherwise to pay money to the company.

(2)Subsection (1) does not apply in a case where the member agrees in writing, either before or after the alteration is made, to be bound by the alteration.

26Registrar to be sent copy of amended articlesU.K.

(1)Where a company amends its articles it must send to the registrar a copy of the articles as amended not later than 15 days after the amendment takes effect.

(2)This section does not require a company to set out in its articles any provisions of model articles that—

(a)are applied by the articles, or

(b)apply by virtue of section 20 (default application of model articles).

(3)If a company fails to comply with this section an offence is committed by—

(a)the company, and

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

(4)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Modifications etc. (not altering text)

C16S. 26 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 1 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

27Registrar's notice to comply in case of failure with respect to amended articlesU.K.

(1)If it appears to the registrar that a company has failed to comply with any enactment requiring it—

(a)to send to the registrar a document making or evidencing an alteration in the company's articles, or

(b)to send to the registrar a copy of the company's articles as amended,

the registrar may give notice to the company requiring it to comply.

(2)The notice must—

(a)state the date on which it is issued, and

(b)require the company to comply within 28 days from that date.

(3)If the company complies with the notice within the specified time, no criminal proceedings may be brought in respect of the failure to comply with the enactment mentioned in subsection (1).

(4)If the company does not comply with the notice within the specified time, it is liable to a civil penalty of £200.

This is in addition to any liability to criminal proceedings in respect of the failure mentioned in subsection (1).

(5)The penalty may be recovered by the registrar and is to be paid into the Consolidated Fund.

Modifications etc. (not altering text)

C18S. 27 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 1 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

SupplementaryU.K.

28Existing companies: provisions of memorandum treated as provisions of articlesU.K.

(1)Provisions that immediately before the commencement of this Part were contained in a company's memorandum but are not provisions of the kind mentioned in section 8 (provisions of new-style memorandum) are to be treated after the commencement of this Part as provisions of the company's articles.

(2)This applies not only to substantive provisions but also to provision for entrenchment (as defined in section 22).

(3)The provisions of this Part about provision for entrenchment apply to such provision as they apply to provision made on the company's formation, except that the duty under section 23(1)(a) to give notice to the registrar does not apply.

Chapter 3U.K.Resolutions and agreements affecting a company's constitution

Modifications etc. (not altering text)

C20Pt. 3 Ch. 3 excluded (N.I.) (prosp.) by Charities Act (Northern Ireland) 2008 (c. 12) (N.I.), {ss. 112(7)}, 185

29Resolutions and agreements affecting a company's constitutionU.K.

(1)This Chapter applies to—

(a)any special resolution;

(b)any resolution or agreement agreed to by all the members of a company that, if not so agreed to, would not have been effective for its purpose unless passed as a special resolution;

(c)any resolution or agreement agreed to by all the members of a class of shareholders that, if not so agreed to, would not have been effective for its purpose unless passed by some particular majority or otherwise in some particular manner;

(d)any resolution or agreement that effectively binds all members of a class of shareholders though not agreed to by all those members;

(e)any other resolution or agreement to which this Chapter applies by virtue of any enactment.

(2)References in subsection (1) to a member of a company, or of a class of members of a company, do not include the company itself where it is such a member by virtue only of its holding shares as treasury shares.

Modifications etc. (not altering text)

C23S. 29 power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

30Copies of resolutions or agreements to be forwarded to registrarU.K.

(1)A copy of every resolution or agreement to which this Chapter applies, or (in the case of a resolution or agreement that is not in writing) a written memorandum setting out its terms, must be forwarded to the registrar within 15 days after it is passed or made.

(2)If a company fails to comply with this section, an offence is committed by—

(a)the company, and

(b)every officer of it who is in default.

(3)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(4)For the purposes of this section, a liquidator of the company is treated as an officer of it.

Modifications etc. (not altering text)

C27S. 30 power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C31S. 30(2)-(4) applied (E.W.) (14.3.2012) by Charities Act 2011 (c. 25), ss. 198(5), 355 (with s. 20(2), Sch. 8)

Chapter 4U.K.Miscellaneous and supplementary provisions

Statement of company's objectsU.K.

31Statement of company's objectsU.K.

(1)Unless a company's articles specifically restrict the objects of the company, its objects are unrestricted.

(2)Where a company amends its articles so as to add, remove or alter a statement of the company's objects—

(a)it must give notice to the registrar,

(b)on receipt of the notice, the registrar shall register it, and

(c)the amendment is not effective until entry of that notice on the register.

(3)Any such amendment does not affect any rights or obligations of the company or render defective any legal proceedings by or against it.

(4)In the case of a company that is a charity, the provisions of this section have effect subject to—

(a)in England and Wales, [F32sections 197 and 198 of the Charities Act 2011];

(b)in Northern Ireland, [F33section 96 of the Charities Act (Northern Ireland) 2008] .

(5)In the case of a company that is entered in the Scottish Charity Register, the provisions of this section have effect subject to the provisions of the Charities and Trustee Investment (Scotland) Act 2005 (asp 10).

Textual Amendments

F32Words in s. 31(4)(a) substituted (14.3.2012) by Charities Act 2011 (c. 25), ss. 354, 355, Sch. 7 para. 114 (with s. 20(2), Sch. 8)

F33Words in s. 31(4)(b) substituted (N.I.) (24.6.2013) by Charities Act (Northern Ireland) 2008 (c. 12) (N.I.), ss. 183, 185, {Sch. 8 para. 13(2)}; S.R. 2013/145, art. 2, Sch.

Other provisions with respect to a company's constitutionU.K.

32Constitutional documents to be provided to membersU.K.

(1)A company must, on request by any member, send to him the following documents—

(a)an up-to-date copy of the company's articles;

(b)a copy of any resolution or agreement relating to the company to which Chapter 3 applies (resolutions and agreements affecting a company's constitution) and that is for the time being in force;

(c)a copy of any document required to be sent to the registrar under—

(i)section 34(2) (notice where company's constitution altered by enactment), or

(ii)section 35(2)(a) (notice where order of court or other authority alters company's constitution);

(d)a copy of any court order under section 899 (order sanctioning compromise or arrangement) or section 900 (order facilitating reconstruction or amalgamation);

[F34(da)a copy of any court order under section 901F (order sanctioning compromise or arrangement for company in financial difficulty) or section 901J (order facilitating reconstruction or amalgamation);]

(e)a copy of any court order under section 996 (protection of members against unfair prejudice: powers of the court) that alters the company's constitution;

(f)a copy of the company's current certificate of incorporation, and of any past certificates of incorporation;

(g)in the case of a company with a share capital, a current statement of capital;

(h)in the case of a company limited by guarantee, a copy of the statement of guarantee.

(2)The statement of capital required by subsection (1)(g) is a statement of—

(a)the total number of shares of the company,

(b)the aggregate nominal value of those shares,

[F35(ba)the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and]

(c)for each class of shares—

(i)prescribed particulars of the rights attached to the shares,

(ii)the total number of shares of that class, F36...

(iii)the aggregate nominal value of shares of that class, and

F36(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)If a company makes default in complying with this section, an offence is committed by every officer of the company who is in default.

(4)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.

Textual Amendments

Commencement Information

I8S. 32 wholly in force at 1.10.2009; s. 32 not in force at Royal Assent, see s. 1300; s. 32 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 32 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(c) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

33Effect of company's constitutionU.K.

(1)The provisions of a company's constitution bind the company and its members to the same extent as if there were covenants on the part of the company and of each member to observe those provisions.

(2)Money payable by a member to the company under its constitution is a debt due from him to the company.

In England and Wales and Northern Ireland it is of the nature of an ordinary contract debt.

34Notice to registrar where company's constitution altered by enactmentU.K.

(1)This section applies where a company's constitution is altered by an enactment, other than an enactment amending the general law.

(2)The company must give notice of the alteration to the registrar, specifying the enactment, not later than 15 days after the enactment comes into force.

In the case of a special enactment the notice must be accompanied by a copy of the enactment.

(3)If the enactment amends—

(a)the company's articles, or

(b)a resolution or agreement to which Chapter 3 applies (resolutions and agreements affecting a company's constitution),

the notice must be accompanied by a copy of the company's articles, or the resolution or agreement in question, as amended.

(4)A “special enactment” means an enactment that is not a public general enactment, and includes—

(a)an Act for confirming a provisional order,

(b)any provision of a public general Act in relation to the passing of which any of the standing orders of the House of Lords or the House of Commons relating to Private Business applied, or

(c)any enactment to the extent that it is incorporated in or applied for the purposes of a special enactment.

(5)If a company fails to comply with this section an offence is committed by—

(a)the company, and

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

(6)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Modifications etc. (not altering text)

C33S. 34 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 2 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

35Notice to registrar where company's constitution altered by orderU.K.

(1)Where a company's constitution is altered by an order of a court or other authority, the company must give notice to the registrar of the alteration not later than 15 days after the alteration takes effect.

(2)The notice must be accompanied by—

(a)a copy of the order, and

(b)if the order amends—

(i)the company's articles, or

(ii)a resolution or agreement to which Chapter 3 applies (resolutions and agreements affecting the company's constitution),

a copy of the company's articles, or the resolution or agreement in question, as amended.

(3)If a company fails to comply with this section an offence is committed by—

(a)the company, and

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

(4)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(5)This section does not apply where provision is made by another enactment for the delivery to the registrar of a copy of the order in question.

Modifications etc. (not altering text)

C35S. 35 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 2 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

36Documents to be incorporated in or accompany copies of articles issued by companyU.K.

(1)Every copy of a company's articles issued by the company must be accompanied by—

(a)a copy of any resolution or agreement relating to the company to which Chapter 3 applies (resolutions and agreements affecting a company's constitution),

(b)where the company has been required to give notice to the registrar under section 34(2) (notice where company's constitution altered by enactment), a statement that the enactment in question alters the effect of the company's constitution,

(c)where the company's constitution is altered by a special enactment (see section 34(4)), a copy of the enactment, and

(d)a copy of any order required to be sent to the registrar under section 35(2)(a) (order of court or other authority altering company's constitution).

(2)This does not require the articles to be accompanied by a copy of a document or by a statement if—

(a)the effect of the resolution, agreement, enactment or order (as the case may be) on the company's constitution has been incorporated into the articles by amendment, or

(b)the resolution, agreement, enactment or order (as the case may be) is not for the time being in force.

(3)If the company fails to comply with this section, an offence is committed by every officer of the company who is in default.

(4)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale for each occasion on which copies are issued, or, as the case may be, requested.

(5)For the purposes of this section, a liquidator of the company is treated as an officer of it.

Supplementary provisionsU.K.

37Right to participate in profits otherwise than as member voidU.K.

In the case of a company limited by guarantee and not having a share capital any provision in the company's articles, or in any resolution of the company, purporting to give a person a right to participate in the divisible profits of the company otherwise than as a member is void.

38Application to single member companies of enactments and rules of lawU.K.

Any enactment or rule of law applicable to companies formed by two or more persons or having two or more members applies with any necessary modification in relation to a company formed by one person or having only one person as a member.

Part 4U.K.A company's capacity and related matters

Modifications etc. (not altering text)

Capacity of company and power of directors to bind itU.K.

39A company's capacityU.K.

(1)The validity of an act done by a company shall not be called into question on the ground of lack of capacity by reason of anything in the company's constitution.

(2)This section has effect subject to section 42 (companies that are charities).

Modifications etc. (not altering text)

C37S. 39 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 3(a) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

40Power of directors to bind the companyU.K.

(1)In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, is deemed to be free of any limitation under the company's constitution.

(2)For this purpose—

(a)a person “deals with” a company if he is a party to any transaction or other act to which the company is a party,

(b)a person dealing with a company—

(i)is not bound to enquire as to any limitation on the powers of the directors to bind the company or authorise others to do so,

(ii)is presumed to have acted in good faith unless the contrary is proved, and

(iii)is not to be regarded as acting in bad faith by reason only of his knowing that an act is beyond the powers of the directors under the company's constitution.

(3)The references above to limitations on the directors' powers under the company's constitution include limitations deriving—

(a)from a resolution of the company or of any class of shareholders, or

(b)from any agreement between the members of the company or of any class of shareholders.

(4)This section does not affect any right of a member of the company to bring proceedings to restrain the doing of an action that is beyond the powers of the directors.

But no such proceedings lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company.

(5)This section does not affect any liability incurred by the directors, or any other person, by reason of the directors' exceeding their powers.

(6)This section has effect subject to—

Modifications etc. (not altering text)

C38S. 40 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 3(a) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

41Constitutional limitations: transactions involving directors or their associatesU.K.

(1)This section applies to a transaction if or to the extent that its validity depends on section 40 (power of directors deemed to be free of limitations under company's constitution in favour of person dealing with company in good faith).

Nothing in this section shall be read as excluding the operation of any other enactment or rule of law by virtue of which the transaction may be called in question or any liability to the company may arise.

(2)Where—

(a)a company enters into such a transaction, and

(b)the parties to the transaction include—

(i)a director of the company or of its holding company, or

(ii)a person connected with any such director,

the transaction is voidable at the instance of the company.

(3)Whether or not it is avoided, any such party to the transaction as is mentioned in subsection (2)(b)(i) or (ii), and any director of the company who authorised the transaction, is liable—

(a)to account to the company for any gain he has made directly or indirectly by the transaction, and

(b)to indemnify the company for any loss or damage resulting from the transaction.

(4)The transaction ceases to be voidable if—

(a)restitution of any money or other asset which was the subject matter of the transaction is no longer possible, or

(b)the company is indemnified for any loss or damage resulting from the transaction, or

(c)rights acquired bona fide for value and without actual notice of the directors' exceeding their powers by a person who is not party to the transaction would be affected by the avoidance, or

(d)the transaction is affirmed by the company.

(5)A person other than a director of the company is not liable under subsection (3) if he shows that at the time the transaction was entered into he did not know that the directors were exceeding their powers.

(6)Nothing in the preceding provisions of this section affects the rights of any party to the transaction not within subsection (2)(b)(i) or (ii).

But the court may, on the application of the company or any such party, make an order affirming, severing or setting aside the transaction on such terms as appear to the court to be just.

(7)In this section—

(a)transaction” includes any act; and

(b)the reference to a person connected with a director has the same meaning as in Part 10 (company directors).

Modifications etc. (not altering text)

C39S. 41 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 3(b) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

42Constitutional limitations: companies that are charitiesE+W+N.I.

(1)Sections 39 and 40 (company's capacity and power of directors to bind company) do not apply to the acts of a company that is a charity except in favour of a person who—

(a)does not know at the time the act is done that the company is a charity, or

(b)gives full consideration in money or money's worth in relation to the act in question and does not know (as the case may be)—

(i)that the act is not permitted by the company's constitution, or

(ii)that the act is beyond the powers of the directors.

(2)Where a company that is a charity purports to transfer or grant an interest in property, the fact that (as the case may be)—

(a)the act was not permitted by the company's constitution, or

(b)the directors in connection with the act exceeded any limitation on their powers under the company's constitution,

does not affect the title of a person who subsequently acquires the property or any interest in it for full consideration without actual notice of any such circumstances affecting the validity of the company's act.

(3)In any proceedings arising out of subsection (1) or (2) the burden of proving—

(a)that a person knew that the company was a charity, or

(b)that a person knew that an act was not permitted by the company's constitution or was beyond the powers of the directors,

lies on the person asserting that fact.

(4)In the case of a company that is a charity the affirmation of a transaction to which section 41 applies (transactions with directors or their associates) is ineffective without the prior written consent of—

(a)in England and Wales, the Charity Commission;

(b)in Northern Ireland, the Department for Social Development.

(5)This section does not extend to Scotland (but see section 112 of the Companies Act 1989 (c. 40)).

Modifications etc. (not altering text)

C40S. 42 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 3(c) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C42S. 42(4)(b): transfer of functions (N.I.) (19.1.2013) by Charities Act (Northern Ireland) 2013 (c. 3 (N.I.)), ss. 5(2), 10(1) (with s. 6)

Formalities of doing business under the law of England and Wales or Northern IrelandU.K.

43Company contractsU.K.

(1)Under the law of England and Wales or Northern Ireland a contract may be made—

(a)by a company, by writing under its common seal, or

(b)on behalf of a company, by a person acting under its authority, express or implied.

(2)Any formalities required by law in the case of a contract made by an individual also apply, unless a contrary intention appears, to a contract made by or on behalf of a company.

Modifications etc. (not altering text)

C45S. 43 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 3(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

44Execution of documentsU.K.

(1)Under the law of England and Wales or Northern Ireland a document is executed by a company—

(a)by the affixing of its common seal, or

(b)by signature in accordance with the following provisions.

(2)A document is validly executed by a company if it is signed on behalf of the company—

(a)by two authorised signatories, or

(b)by a director of the company in the presence of a witness who attests the signature.

(3)The following are “authorised signatories” for the purposes of subsection (2)—

(a)every director of the company, and

(b)in the case of a private company with a secretary or a public company, the secretary (or any joint secretary) of the company.

(4)A document signed in accordance with subsection (2) and expressed, in whatever words, to be executed by the company has the same effect as if executed under the common seal of the company.

(5)In favour of a purchaser a document is deemed to have been duly executed by a company if it purports to be signed in accordance with subsection (2).

A “purchaser” means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property.

(6)Where a document is to be signed by a person on behalf of more than one company, it is not duly signed by that person for the purposes of this section unless he signs it separately in each capacity.

(7)References in this section to a document being (or purporting to be) signed by a director or secretary are to be read, in a case where that office is held by a firm, as references to its being (or purporting to be) signed by an individual authorised by the firm to sign on its behalf.

(8)This section applies to a document that is (or purports to be) executed by a company in the name of or on behalf of another person whether or not that person is also a company.

Modifications etc. (not altering text)

C48S. 44 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 3(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C49S. 44 applied (with modifications) (30.6.2011) by The Yarmouth (Isle of Wight) Harbour Revision Order 2011 (S.I. 2011/1347), art. 24 (with arts. 27, 28)

45Common sealE+W+N.I.

(1)A company may have a common seal, but need not have one.

(2)A company which has a common seal shall have its name engraved in legible characters on the seal.

(3)If a company fails to comply with subsection (2) an offence is committed by—

(a)the company, and

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

(4)An officer of a company, or a person acting on behalf of a company, commits an offence if he uses, or authorises the use of, a seal purporting to be a seal of the company on which its name is not engraved as required by subsection (2).

(5)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.

(6)This section does not form part of the law of Scotland.

Modifications etc. (not altering text)

C51S. 45(1) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 3(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C52S. 45(1) applied (with modifications) (30.6.2011) by The Yarmouth (Isle of Wight) Harbour Revision Order 2011 (S.I. 2011/1347), art. 24 (with arts. 27, 28)

C53S. 45(3)(4)(5) applied (with modifications) (E.W.) (2.1.2013) by The Charitable Incorporated Organisations (General) Regulations 2012 (S.I. 2012/3012), regs. 1, 23(3)(4)(6)

46Execution of deedsU.K.

(1)A document is validly executed by a company as a deed for the purposes of section 1(2)(b) of the Law of Property (Miscellaneous Provisions) Act 1989 (c. 34) and for the purposes of the law of Northern Ireland if, and only if—

(a)it is duly executed by the company, and

(b)it is delivered as a deed.

(2)For the purposes of subsection (1)(b) a document is presumed to be delivered upon its being executed, unless a contrary intention is proved.

Modifications etc. (not altering text)

C56S. 46 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 3(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

47Execution of deeds or other documents by attorneyU.K.

(1)Under the law of England and Wales or Northern Ireland a company may, by instrument executed as a deed, empower a person, either generally or in respect of specified matters, as its attorney to execute deeds or other documents on its behalf.

(2)A deed or other document so executed, whether in the United Kingdom or elsewhere, has effect as if executed by the company.

Modifications etc. (not altering text)

Formalities of doing business under the law of ScotlandS

48Execution of documents by companiesS

(1)The following provisions form part of the law of Scotland only.

(2)Notwithstanding the provisions of any enactment, a company need not have a company seal.

(3)For the purposes of any enactment—

(a)providing for a document to be executed by a company by affixing its common seal, or

(b)referring (in whatever terms) to a document so executed,

a document signed or subscribed[F37(or, in the case of an electronic document, authenticated)] by or on behalf of the company in accordance with the provisions of the Requirements of Writing (Scotland) Act 1995 (c. 7) has effect as if so executed.

Textual Amendments

Modifications etc. (not altering text)

C60S. 48 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 3(e) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C61S. 48(3) applied (with application in accordance with rule 3 of the amending S.I.) by The Postal Administration (Scotland) Rules 2016 (S.I. 2016/900), rules 1, 78(2)

Other mattersU.K.

49Official seal for use abroadU.K.

(1)A company that has a common seal may have an official seal for use outside the United Kingdom.

(2)The official seal must be a facsimile of the company's common seal, with the addition on its face of the place or places where it is to be used.

(3)The official seal when duly affixed to a document has the same effect as the company's common seal.

This subsection does not extend to Scotland.

(4)A company having an official seal for use outside the United Kingdom may—

(a)by writing under its common seal, or

(b)as respects Scotland, by writing subscribed[F38or authenticated] in accordance with the Requirements of Writing (Scotland) Act 1995,

authorise any person appointed for the purpose to affix the official seal to any deed or other document to which the company is party.

(5)As between the company and a person dealing with such an agent, the agent's authority continues—

(a)during the period mentioned in the instrument conferring the authority, or

(b)if no period is mentioned, until notice of the revocation or termination of the agent's authority has been given to the person dealing with him.

(6)The person affixing the official seal must certify in writing on the deed or other document to which the seal is affixed the date on which, and place at which, it is affixed.

Textual Amendments

Modifications etc. (not altering text)

50Official seal for share certificates etcU.K.

(1)A company that has a common seal may have an official seal for use—

(a)for sealing securities issued by the company, or

(b)for sealing documents creating or evidencing securities so issued.

(2)The official seal—

(a)must be a facsimile of the company's common seal, with the addition on its face of the word “Securities”, and

(b)when duly affixed to the document has the same effect as the company's common seal.

Modifications etc. (not altering text)

C63S. 50 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 3(f) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

51Pre-incorporation contracts, deeds and obligationsU.K.

(1)A contract that purports to be made by or on behalf of a company at a time when the company has not been formed has effect, subject to any agreement to the contrary, as one made with the person purporting to act for the company or as agent for it, and he is personally liable on the contract accordingly.

(2)Subsection (1) applies—

(a)to the making of a deed under the law of England and Wales or Northern Ireland, and

(b)to the undertaking of an obligation under the law of Scotland,

as it applies to the making of a contract.

Modifications etc. (not altering text)

C66S. 51 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 3(g) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

52Bills of exchange and promissory notesU.K.

A bill of exchange or promissory note is deemed to have been made, accepted or endorsed on behalf of a company if made, accepted or endorsed in the name of, or by or on behalf or on account of, the company by a person acting under its authority.

Modifications etc. (not altering text)

Part 5U.K.A company's name

Modifications etc. (not altering text)

C68Pt. 5 power to apply (with modifications) conferred (E.W.S.) (1.12.2013) by Co-operative and Community Benefit Societies and Credit Unions Act 2010 (c. 7), ss. 4(1)(2)(b), 8(2); S.I. 2013/2936, art. 2

C69Pt. 5 power to apply (with modifications) conferred (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), ss. 135, 154 (with Sch. 5)

Chapter 1U.K.General requirements

Prohibited namesU.K.

53Prohibited namesU.K.

A company must not be registered under this Act by a name if, in the opinion of the Secretary of State—

(a)its use by the company would constitute an offence, or

(b)it is offensive.

Modifications etc. (not altering text)

C71S. 53 applied (with modifications) by S.I. 1989/638 reg. 10(1A)-(1C) (as substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), reg. 13 (with reg. 2))

C72Ss. 53-56 applied (with modifications) (9.7.2009 for certain purposes otherwise 1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 8 (with Sch. 1 paras. 3, 4, 34, 35) (as amended (14.12.2009) by S.I. 2009/2995, reg. 2(2))

[F3953ANames for criminal purposesU.K.

A company must not be registered under this Act by a name if, in the opinion of the Secretary of State, the registration of the company by that name is intended to facilitate—

(a)the commission of an offence involving dishonesty or deception, or

(b)the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence.]

Textual Amendments

F39S. 53A inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 8(2), 219(1)(2)(b)

Sensitive words and expressionsU.K.

54Names suggesting connection with government or public authorityU.K.

(1)The approval of the Secretary of State is required for a company to be registered under this Act by a name that would be likely to give the impression that the company is connected with—

(a)Her Majesty's Government, any part of the Scottish administration [F40, the Welsh Assembly Government] or Her Majesty's Government in Northern Ireland,

(b)a local authority, or

(c)any public authority specified for the purposes of this section by regulations made by the Secretary of State.

(2)For the purposes of this section—

(3)Regulations under this section are subject to affirmative resolution procedure.

Textual Amendments

Modifications etc. (not altering text)

C73S. 54 applied (with modifications) by S.I. 1989/638, reg. 10(1A)-(1C) (as substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), reg. 13 (with reg. 2))

C74Ss. 53-56 applied (with modifications) (9.7.2009 for certain purposes otherwise 1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 8 (with Sch. 1 paras. 3, 4, 34, 35) (as amended (14.12.2009) by S.I. 2009/2995, reg. 2(2))

Commencement Information

I9S. 54 wholly in force at 1.10.2009; s. 54 not in force at Royal Assent, see s. 1300; s. 54 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 32 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(e) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

55Other sensitive words or expressionsU.K.

(1)The approval of the Secretary of State is required for a company to be registered under this Act by a name that includes a word or expression for the time being specified in regulations made by the Secretary of State under this section.

(2)Regulations under this section are subject to approval after being made.

Modifications etc. (not altering text)

C75S. 55 applied (with modifications) by S.I. 1989/638, reg. 10(1A)-(1C) (as substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), reg. 13 (with reg. 2))

C76Ss. 53-56 applied (with modifications) (9.7.2009 for certain purposes otherwise 1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 8 (with Sch. 1 paras. 3, 4, 34, 35) (as amended (14.12.2009) by S.I. 2009/2995, reg. 2(2))

Commencement Information

I10S. 55 wholly in force at 1.10.2009; s. 55 not in force at Royal Assent see s. 1300; s. 55 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 55 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(e) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

56Duty to seek comments of government department or other specified bodyU.K.

(1)The Secretary of State may by regulations under—

(a)section 54 (name suggesting connection with government or public authority), or

(b)section 55 (other sensitive words or expressions),

require that, in connection with an application for the approval of the Secretary of State under that section, the applicant must seek the view of a specified Government department or other body.

(2)Where such a requirement applies, the applicant must request the specified department or other body (in writing) to indicate whether (and if so why) it has any objections to the proposed name.

(3)Where a request under this section is made in connection with an application for the registration of a company under this Act, the application must—

(a)include a statement that a request under this section has been made, and

(b)be accompanied by a copy of any response received.

(4)Where a request under this section is made in connection with a change in a company's name, the notice of the change sent to the registrar must be accompanied by—

(a)a statement by a director or secretary of the company that a request under this section has been made, and

(b)a copy of any response received.

(5)In this section “specified” means specified in the regulations.

Modifications etc. (not altering text)

C77S. 56 applied (with modifications) by S.I. 1989/638, reg. 10(1A)-(1C) (as substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), reg. 13 (with reg. 2))

C78Ss. 53-56 applied (with modifications) (9.7.2009 for certain purposes otherwise 1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 8 (with Sch. 1 paras. 3, 4, 34, 35) (as amended (14.12.2009) by S.I. 2009/2995, reg. 2(2))

Commencement Information

I11S. 56 wholly in force at 1.10.2009; s. 56 not in force at Royal Assent, see s. 1300; s. 56 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 56 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(e) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

[F4156ANames suggesting connection with foreign governments etcU.K.

A company must not be registered under this Act by a name that, in the opinion of the Secretary of State, would be likely to give the false impression that the company is connected with—

(a)a foreign government or an agency or authority of a foreign government, or

(b)an international organisation whose members include two or more countries or territories (or their governments).]

Textual Amendments

F41S. 56A inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 9(2), 219(1)(2)(b)

Permitted characters etcU.K.

57Permitted characters etcU.K.

(1)The Secretary of State may make provision by regulations—

(a)as to the letters or other characters, signs or symbols (including accents and other diacritical marks) and punctuation that may be used in the name of a company registered under this Act; and

(b)specifying a standard style or format for the name of a company for the purposes of registration.

(2)The regulations may prohibit the use of specified characters, signs or symbols when appearing in a specified position (in particular, at the beginning of a name).

(3)A company may not be registered under this Act by a name that consists of or includes anything that is not permitted in accordance with regulations under this section.

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

(5)In this section “specified” means specified in the regulations.

Modifications etc. (not altering text)

C80S. 57(3) applied (with modifications) by S.I. 1989/638, reg. 10(1A)-(1C) (as substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), reg. 13 (with reg. 2))

Commencement Information

I12S. 57 wholly in force at 1.10.2009; s. 57 not in force at Royal Assent, see s. 1300; s. 57 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 56 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(e) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

[F42Computer codeU.K.

Textual Amendments

F42S. 57A and cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 10(2), 219(1)(2)(b)

57ANames containing computer codeU.K.

A company must not be registered under this Act by a name that, in the opinion of the Secretary of State, consists of or includes computer code.]

[F43Prohibitions where a company has been required to change a nameU.K.

Textual Amendments

F43S. 57B and cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 11(2), 219(1)(2)(b)

57BProhibition on re-registering name following directionU.K.

(1)Where a company’s name has at any time been changed following a direction under section 67, 75, 76, 76A or 76B, or an order under section 73, the company must not subsequently be registered under this Act by the original name or a name that is similar to it.

(2)But subsection (1) does not prevent the registration of the company by any name approved by the Secretary of State.

(3)In subsection (1)—

(a)the reference to the name of a company being changed following a direction under a particular section includes a case where a new name is determined for the company under section 76D because of its failure to comply with the direction;

(b)the reference to the name of a company being changed following an order under section 73 includes a case where a new name is determined for the company under section 73(4) because of its failure to comply with an order.]

[F4457CName that another company has been directed to changeU.K.

(1)Where a company has at any time been directed under section 67, 75, 76, 76A or 76B, or ordered under section 73, to change its name, no other company may be registered under this Act by that name or a name that is similar if—

(a)that company is an existing company and there is a person who has, or has had, a relevant relationship with both companies, or

(b)an application has been made for the registration of that company and, if it is registered, there will on its incorporation be a person who has, or has had, a relevant relationship with both companies.

(2)But subsection (1) does not prevent the registration of the company by any name approved by the Secretary of State.

(3)For the purposes of subsection (1) it is irrelevant whether the person has, or has had, a relevant relationship with both companies at the same time.

(4)For the purposes of this section a person has a “relevant relationship” with a company if the person is—

(a)an officer, or

(b)a member or former member.

(5)In subsection (1)—

(a)the reference to the name of a company being changed following a direction under a particular section includes a case where a new name is determined for the company under section 76D because of its failure to comply with the direction;

(b)the reference to the name of a company being changed following an order under section 73 includes a case where a new name is determined for the company under section 73(4) because of its failure to comply with an order.]

Textual Amendments

F44S. 57C inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 12(2), 219(1)(2)(b)

Chapter 2U.K.Indications of company type or legal form

Required indications for limited companiesU.K.

58Public limited companiesU.K.

(1)The name of a limited company that is a public company must end with “public limited company” or “p.l.c.”.

(2)In the case of a Welsh company, its name may instead end with “cwmni cyfyngedig cyhoeddus” or “c.c.c.”.

(3)This section does not apply to community interest companies (but see section 33(3) and (4) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)).

59Private limited companiesU.K.

(1)The name of a limited company that is a private company must end with “limited” or “ltd.”.

(2)In the case of a Welsh company, its name may instead end with “cyfyngedig” or “cyf.”.

(3)Certain companies are exempt from this requirement (see section 60).

(4)This section does not apply to community interest companies (but see section 33(1) and (2) of the Companies (Audit, Investigations and Community Enterprise) Act 2004).

60Exemption from requirement as to use of “limited”U.K.

(1)A private company is exempt from section 59 (requirement to have name ending with “limited” or permitted alternative) if—

(a)it is a charity,

(b)it is exempted from the requirement of that section by regulations made by the Secretary of State, or

(c)it meets the conditions specified in—

(2)The registrar may refuse to register a private limited company by a name that does not include the word “limited” (or a permitted alternative) unless a statement has been delivered to him that the company meets the conditions for exemption.

(3)The registrar may accept the statement as sufficient evidence of the matters stated in it.

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

Commencement Information

I13S. 60 wholly in force at 1.10.2009; s. 60 not in force at Royal Assent, see s. 1300; s. 60 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 60 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(e) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

61Continuation of existing exemption: companies limited by sharesU.K.

(1)This section applies to a private company limited by shares—

(a)that on 25th February 1982—

(i)was registered in Great Britain, and

(ii)had a name that, by virtue of a licence under section 19 of the Companies Act 1948 (c. 38) (or corresponding earlier legislation), did not include the word “limited” or any of the permitted alternatives, or

(b)that on 30th June 1983—

(i)was registered in Northern Ireland, and

(ii)had a name that, by virtue of a licence under section 19 of the Companies Act (Northern Ireland) 1960 (c. 22 (N.I.)) (or corresponding earlier legislation), did not include the word “limited” or any of the permitted alternatives.

(2)A company to which this section applies is exempt from section 59 (requirement to have name ending with “limited” or permitted alternative) so long as—

(a)it continues to meet the following two conditions, and

(b)it does not change its name.

(3)The first condition is that the objects of the company are the promotion of commerce, art, science, education, religion, charity or any profession, and anything incidental or conducive to any of those objects.

(4)The second condition is that the company's articles—

(a)require its income to be applied in promoting its objects,

(b)prohibit the payment of dividends, or any return of capital, to its members, and

(c)require all the assets that would otherwise be available to its members generally to be transferred on its winding up either—

(i)to another body with objects similar to its own, or

(ii)to another body the objects of which are the promotion of charity and anything incidental or conducive thereto,

(whether or not the body is a member of the company).

62Continuation of existing exemption: companies limited by guaranteeU.K.

(1)A private company limited by guarantee that immediately before the commencement of this Part—

(a)was exempt by virtue of section 30 of the Companies Act 1985 (c. 6) or Article 40 of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) from the requirement to have a name including the word “limited” or a permitted alternative, and

(b)had a name that did not include the word “limited” or any of the permitted alternatives,

is exempt from section 59 (requirement to have name ending with “limited” or permitted alternative) so long as it continues to meet the following two conditions and does not change its name.

(2)The first condition is that the objects of the company are the promotion of commerce, art, science, education, religion, charity or any profession, and anything incidental or conducive to any of those objects.

(3)The second condition is that the company's articles—

(a)require its income to be applied in promoting its objects,

(b)prohibit the payment of dividends to its members, and

(c)require all the assets that would otherwise be available to its members generally to be transferred on its winding up either—

(i)to another body with objects similar to its own, or

(ii)to another body the objects of which are the promotion of charity and anything incidental or conducive thereto,

(whether or not the body is a member of the company).

63Exempt company: restriction on amendment of articlesU.K.

(1)A private company—

(a)that is exempt under section 61 or 62 from the requirement to use “limited” (or a permitted alternative) as part of its name, and

(b)whose name does not include “limited” or any of the permitted alternatives,

must not amend its articles so that it ceases to comply with the conditions for exemption under that section.

(2)If subsection (1) above is contravened an offence is committed by—

(a)the company, and

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

For this purpose a shadow director is treated as an officer of the company.

(3)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding [F45one-tenth of level 5 on the standard scale][F45one-tenth of the greater of £5,000 or level 4 on the standard scale].

(4)Where immediately before the commencement of this section—

(a)a company was exempt by virtue of section 30 of the Companies Act 1985 (c. 6) or Article 40 of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) from the requirement to have a name including the word “limited” (or a permitted alternative), and

(b)the company's memorandum or articles contained provision preventing an alteration of them without the approval of—

(i)the Board of Trade or a Northern Ireland department (or any other department or Minister), or

(ii)the Charity Commission,

that provision, and any condition of any such licence as is mentioned in section 61(1)(a)(ii) or (b)(ii) requiring such provision, shall cease to have effect.

This does not apply if, or to the extent that, the provision is required by or under any other enactment.

(5)It is hereby declared that any such provision as is mentioned in subsection (4)(b) formerly contained in a company's memorandum was at all material times capable, with the appropriate approval, of being altered or removed under section 17 of the Companies Act 1985 or Article 28 of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) (or corresponding earlier enactments).

64Power to direct change of name in case of company ceasing to be entitled to exemptionU.K.

(1)If it appears to the Secretary of State that a company whose name does not include “limited” or any of the permitted alternatives—

(a)has ceased to be entitled to exemption under section 60(1)(a) or (b), or

(b)in the case of a company within section 61 or 62 (which impose conditions as to the objects and articles of the company)—

(i)has carried on any business other than the promotion of any of the objects mentioned in subsection (3) of section 61 or, as the case may be, subsection (2) of section 62, or

(ii)has acted inconsistently with the provision required by subsection (4)(a) or (b) of section 61 or, as the case may be, subsection (3)(a) or (b) of section 62,

the Secretary of State may direct the company to change its name so that it ends with “limited” or one of the permitted alternatives.

(2)The direction must be in writing and must specify the period within which the company is to change its name.

[F46(2A)The period must be a period of at least 28 days beginning with the date of the direction.

(2B)The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.]

(3)A change of name in order to comply with a direction under this section may be made by resolution of the directors.

This is without prejudice to any other method of changing the company's name.

(4)Where a resolution of the directors is passed in accordance with subsection (3), the company must give notice to the registrar of the change.

Sections 80 and 81 apply as regards the registration and effect of the change.

(5)If the company fails to comply with a direction under this section an offence is committed by—

(a)the company, and

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

(6)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding [F47one-tenth of level 5 on the standard scale][F47one-tenth of the greater of £5,000 or level 4 on the standard scale].

[F48(6A)Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.]

(7)A company that has been directed to change its name under this section may not, without the approval of the Secretary of State, subsequently change its name so that it does not include “limited” or one of the permitted alternatives.

This does not apply to a change of name on re-registration or on conversion to a community interest company.

Textual Amendments

F46S. 64(2A)(2B) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 13(2), 219(1)(2)(b)

F48S. 64(6A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 14(2), 219(1)(2)(b)

Inappropriate use of indications of company type or legal formU.K.

65Inappropriate use of indications of company type or legal formU.K.

(1)The Secretary of State may make provision by regulations prohibiting the use in a company name of specified words, expressions or other indications —

(a)that are associated with a particular type of company or form of organisation, or

(b)that are similar to words, expressions or other indications associated with a particular type of company or form of organisation.

(2)The regulations may prohibit the use of words, expressions or other indications—

(a)in a specified part, or otherwise than in a specified part, of a company's name;

(b)in conjunction with, or otherwise than in conjunction with, such other words, expressions or indications as may be specified.

(3)A company must not be registered under this Act by a name that consists of or includes anything prohibited by regulations under this section.

(4)In this section “specified” means specified in the regulations.

(5)Regulations under this section are subject to negative resolution procedure.

Modifications etc. (not altering text)

Commencement Information

I14S. 65 wholly in force at 1.10.2009; s. 65 not in force at Royal Assent, see s. 1300; s. 65 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 65 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(e) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

Chapter 3U.K.Similarity to other names

Similarity to other name on registrar's indexU.K.

66Name not to be the same as another in the indexU.K.

(1)A company must not be registered under this Act by a name that is the same as another name appearing in the registrar's index of company names.

(2)The Secretary of State may make provision by regulations supplementing this section.

(3)The regulations may make provision—

(a)as to matters that are to be disregarded, and

(b)as to words, expressions, signs or symbols that are, or are not, to be regarded as the same,

for the purposes of this section.

(4)The regulations may provide—

(a)that registration by a name that would otherwise be prohibited under this section is permitted—

(i)in specified circumstances, or

(ii)with specified consent, and

(b)that if those circumstances obtain or that consent is given at the time a company is registered by a name, a subsequent change of circumstances or withdrawal of consent does not affect the registration.

(5)Regulations under this section are subject to negative resolution procedure.

(6)In this section “specified” means specified in the regulations.

Modifications etc. (not altering text)

C83S. 66(1) applied (with modifications) by S.I. 1989/638, reg. 10(1A)-(1C) (as substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), reg. 13 (with reg. 2))

Commencement Information

I15S. 66 wholly in force at 1.10.2009; s. 66 not in force at Royal Assent, see s. 1300; s. 66 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 66 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(e) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

67Power to direct change of name in case of similarity to existing nameU.K.

(1)The Secretary of State may direct a company to change its name if it has been registered in a name that is the same as or, in the opinion of the Secretary of State, too like—

(a)a name appearing at the time of the registration in the registrar's index of company names, or

(b)a name that should have appeared in that index at that time.

[F49(1A)Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates (so far as it relates to the company to which the direction is given).]

(2)The Secretary of State may make provision by regulations supplementing this section.

(3)The regulations may make provision—

(a)as to matters that are to be disregarded, and

(b)as to words, expressions, signs or symbols that are, or are not, to be regarded as the same,

for the purposes of this section.

(4)The regulations may provide—

(a)that no direction is to be given under this section in respect of a name—

(i)in specified circumstances, or

(ii)if specified consent is given, and

(b)that a subsequent change of circumstances or withdrawal of consent does not give rise to grounds for a direction under this section.

(5)Regulations under this section are subject to negative resolution procedure.

(6)In this section “specified” means specified in the regulations.

Textual Amendments

F49S. 67(1A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 14(3), 219(1)(2)(b)

Modifications etc. (not altering text)

C85S. 67(1) applied (with modifications) by S.I. 1989/638, reg. 11(1A)(1B) (as inserted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), reg. 14(3) (with reg. 2))

Commencement Information

I16S. 67 wholly in force at 20.1.2007; s. 67 not in force at Royal Assent, see s. 1300; s. 67 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 67 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(e) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

68Direction to change name: supplementary provisionsU.K.

(1)The following provisions have effect in relation to a direction under section 67 (power to direct change of name in case of similarity to existing name).

(2)Any such direction—

(a)must be given within twelve months of the company's registration by the name in question, and

(b)must specify the period within which the company is to change its name.

[F50(2A)The period must be a period of at least 28 days beginning with the date of the direction.]

(3)The Secretary of State may by a further direction extend that period.

Any such direction must be given before the end of the period for the time being specified.

(4)A direction under section 67 or this section must be in writing.

(5)If a company fails to comply with the direction, an offence is committed by—

(a)the company, and

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

For this purpose a shadow director is treated as an officer of the company.

(6)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Textual Amendments

F50S. 68(2A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 13(3), 219(1)(2)(b)

Modifications etc. (not altering text)

Similarity to other name in which person has goodwillU.K.

69Objection to company's registered nameU.K.

(1)A person (“the applicant”) may object to a company's registered name on the ground—

(a)that it is the same as a name associated with the applicant in which he has goodwill, or

(b)that it is sufficiently similar to such a name that its use in the United Kingdom [F51or elsewhere] would be likely to mislead [F52members of the public in the United Kingdom or elsewhere] by suggesting a connection between the company and the applicant.

(2)The objection must be made by application to a company names adjudicator (see section 70).

(3)The company concerned shall be the primary respondent to the application.

[F53Any of its members or directors may be joined as respondents.] [F53Any of the following may be joined as respondents—

(a)any member or person who was a member at the time at which the name was registered;

(b)any director or person who was a director at the time at which the name was registered.]

(4)If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show—

(a)that the name was registered before the commencement of the activities on which the applicant relies to show goodwill; or

[F54(b)that the company—

(i)is operating under the name, or

(ii)is proposing to do so and has incurred substantial start-up costs in preparation, or

(iii)was formerly operating under the name and is now dormant;or]

(c)that the name was registered in the ordinary course of a company formation business and the company is available for sale to the applicant on the standard terms of that business; or

(d)that the name was adopted in good faith; or

(e)that the interests of the applicant are not adversely affected to any significant extent.

If none of those is shown, the objection shall be upheld.

(5)If the facts mentioned in subsection (4)(a) [F55, (b)] or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.

(6)If the objection is not upheld under subsection (4) or (5), it shall be dismissed.

(7)In this section “goodwill” includes reputation of any description.

Textual Amendments

F51Words in s. 69(1)(b) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 15(2)(a), 219(1)(2)(b)

F52Words in s. 69(1)(b) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 15(2)(b), 219(1)(2)(b)

F53Words in s. 69(3) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 15(3), 219(1)(2)(b)

F54S. 69(4)(b) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 15(4), 219(1)(2)(b)

F55Word in s. 69(5) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 15(5), 219(1)(2)(b)

Modifications etc. (not altering text)

70Company names adjudicatorsU.K.

(1)The Secretary of State shall appoint persons to be company names adjudicators.

(2)The persons appointed must have such legal or other experience as, in the Secretary of State's opinion, makes them suitable for appointment.

(3)An adjudicator—

(a)holds office in accordance with the terms of his appointment,

(b)is eligible for re-appointment when his term of office ends,

(c)may resign at any time by notice in writing given to the Secretary of State, and

(d)may be dismissed by the Secretary of State on the ground of incapacity or misconduct.

(4)One of the adjudicators shall be appointed Chief Adjudicator.

He shall perform such functions as the Secretary of State may assign to him.

(5)The other adjudicators shall undertake such duties as the Chief Adjudicator may determine.

(6)The Secretary of State may—

(a)appoint staff for the adjudicators;

(b)pay remuneration and expenses to the adjudicators and their staff;

(c)defray other costs arising in relation to the performance by the adjudicators of their functions;

(d)compensate persons for ceasing to be adjudicators.

Modifications etc. (not altering text)

71Procedural rulesU.K.

(1)The Secretary of State may make rules about proceedings before a company names adjudicator.

(2)The rules may, in particular, make provision—

(a)as to how an application is to be made and the form and content of an application or other documents;

(b)for fees to be charged;

(c)about the service of documents and the consequences of failure to serve them;

(d)as to the form and manner in which evidence is to be given;

(e)for circumstances in which hearings are required and those in which they are not;

(f)for cases to be heard by more than one adjudicator;

(g)setting time limits for anything required to be done in connection with the proceedings (and allowing for such limits to be extended, even if they have expired);

(h)enabling the adjudicator to strike out an application, or any defence, in whole or in part—

(i)on the ground that it is vexatious, has no reasonable prospect of success or is otherwise misconceived, or

(ii)for failure to comply with the requirements of the rules;

(i)conferring power to order security for costs (in Scotland, caution for expenses);

(j)as to how far proceedings are to be held in public;

(k)requiring one party to bear the costs (in Scotland, expenses) of another and as to the taxing (or settling) the amount of such costs (or expenses).

(3)The rules may confer on the Chief Adjudicator power to determine any matter that could be the subject of provision in the rules.

(4)Rules 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.

Modifications etc. (not altering text)

Commencement Information

I17S. 71 wholly in force at 1.10.2008; s. 71 not in force at Royal Assent, see s. 1300; s. 71 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 71 in force at 1.10.2008 by S.I. 2007/3495, art. 5(1)(a) (with savings in arts. 7, 12)

72Decision of adjudicator to be made available to publicU.K.

(1)A company names adjudicator must, within 90 days of determining an application under section 69, make his decision and his reasons for it available to the public.

(2)He may do so by means of a website or by such other means as appear to him to be appropriate.

Modifications etc. (not altering text)

73Order requiring name to be changedU.K.

(1)If an application under section 69 is upheld, the adjudicator shall make an order—

(a)requiring the respondent company to change its name to one that is not an offending name, and

(b)requiring all the respondents—

(i)to take all such steps as are within their power to make, or facilitate the making, of that change, and

(ii)not to cause or permit any steps to be taken calculated to result in another company being registered with a name that is an offending name.

(2)An “offending name” means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely—

(a)to be the subject of a direction under section 67 (power of Secretary of State to direct change of name), or

(b)to give rise to a further application under section 69.

(3)The order must specify a date by which the respondent company's name is to be changed and may be enforced—

(a)in England and Wales or Northern Ireland, in the same way as an order of the High Court;

(b)in Scotland, in the same way as a decree of the Court of Session.

(4)If the respondent company's name is not changed in accordance with the order by the specified date, the adjudicator may determine a new name for the company.

(5)If the adjudicator determines a new name for the respondent company he must give notice of his determination—

(a)to the applicant,

(b)to the respondents, and

(c)to the registrar.

(6)For the purposes of this section a company's name is changed when the change takes effect in accordance with section 81(1) (on the issue of the new certification of incorporation).

[F56(7)Where an order is made under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the order relates.]

Textual Amendments

F56S. 73(7) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 14(4), 219(1)(2)(b)

Modifications etc. (not altering text)

Commencement Information

I18S. 73 wholly in force at 1.10.2008; s. 73 not in force at Royal Assent see s. 1300; s. 73 in force at 1.10.2008 by S.I. 2007/3495, art. 5(1)(a) (with savings in arts. 7, 12 and subject to transitional adaptations in Sch. 1 para. 22)

74Appeal from adjudicator's decisionU.K.

(1)An appeal lies to the court from any decision of a company names adjudicator to uphold or dismiss an application under section 69.

(2)Notice of appeal against a decision upholding an application must be given before the date specified in the adjudicator's order by which the respondent company's name is to be changed.

(3)If notice of appeal is given against a decision upholding an application, the effect of the adjudicator's order is suspended.

(4)If on appeal the court—

(a)affirms the decision of the adjudicator to uphold the application, or

(b)reverses the decision of the adjudicator to dismiss the application,

the court may (as the case may require) specify the date by which the adjudicator's order is to be complied with, remit the matter to the adjudicator or make any order or determination that the adjudicator might have made.

(5)If the court determines a new name for the company it must give notice of the determination—

(a)to the parties to the appeal, and

(b)to the registrar.

Modifications etc. (not altering text)

Chapter 4U.K.Other powers of the Secretary of State [F57and the registrar]

Textual Amendments

F57Words in Pt. 5 Ch. 4 heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 19(2), 219(1)(2)(b)

[F58Provision of misleading information]U.K.

Textual Amendments

F58S. 75 cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 17(2), 219(1)(2)(b)

75Provision of misleading information etcU.K.

(1)If it appears to the Secretary of State—

(a)that misleading information has been given for the purposes of a company's registration by a particular name, or

(b)that an undertaking or assurance has been given for that purpose and has not been fulfilled,

the Secretary of State may direct the company to change its name.

(2)Any such direction—

(a)must be given within five years of the company's registration by that name, and

(b)must specify the period within which the company is to change its name.

[F59(2A)The period must be at least 28 days beginning with the date of the direction.]

(3)The Secretary of State may by a further direction extend the period within which the company is to change its name.

Any such direction must be given before the end of the period for the time being specified.

(4)A direction under this section must be in writing.

[F60(4A)Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.]

(5)If a company fails to comply with a direction under this section, an offence is committed by—

(a)the company, and

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

For this purpose a shadow director is treated as an officer of the company.

(6)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Textual Amendments

F59S. 75(2A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 13(4), 219(1)(2)(b)

F60S. 75(4A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 14(5), 219(1)(2)(b)

Modifications etc. (not altering text)

[F61Misleading indication of activities and names used for criminal purposes]U.K.

Textual Amendments

F61S. 76 cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 17(3), 219(1)(2)(b)

76Misleading indication of activitiesU.K.

(1)If in the opinion of the Secretary of State the name by which a company is registered gives so misleading an indication of the nature of its activities as to [F62be likely to cause harm to the public] [F62pose a risk of harm to the public in the United Kingdom or elsewhere], the Secretary of State may direct the company to change its name.

[F63(2)The direction must be in writing.

(3)The direction must be complied with within a period of six weeks from the date of the direction or such longer period as the Secretary of State may think fit to allow.

This does not apply if an application is duly made to the court under the following provisions.]

[F63(2)The direction must be in writing and must specify the period within which the company is to change its name.

(3)The period must be a period of at least 28 days beginning with the date of the direction.

(3A)The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.]

[F64(4)The company may apply to the court to set the direction aside.

The application must be made within the period of three weeks from the date of the direction.]

[F64(4)A company may apply to the court to set aside a direction under subsection (1).

(4A)Any application under subsection (4) must be made within the period of three weeks beginning with the date of the direction.]

(5)The court may set the direction aside or confirm it.

If the direction is confirmed, the court shall specify the period within which the direction is to be complied with.

[F65(5A)If a company applies to the court under subsection (4) to set aside a direction, it is not required to comply with the direction while the proceedings are ongoing.]

[F66(5B)Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.]

(6)If a company fails to comply with a direction under [F67this section] [F67subsection (1)], an offence is committed by—

(a)the company, and

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

For this purpose a shadow director is treated as an officer of the company.

(7)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Textual Amendments

F62Words in s. 76(1) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 16, 219(1)(2)(b)

F63S. 76(2)-(3A) substituted for s. 76(2)(3) (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 13(5)(a), 219(1)(2)(b)

F64S. 76(4)(4A) substituted for s. 76(4) (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 13(5)(b), 219(1)(2)(b)

F65S. 76(5A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 13(5)(c), 219(1)(2)(b)

F66S. 76(5B) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 14(6), 219(1)(2)(b)

F67Words in s. 76(6) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 13(5)(d), 219(1)(2)(b)

Modifications etc. (not altering text)

[F6876APower to direct change of name used for criminal purposesU.K.

(1)The Secretary of State may direct a company to change its name if it appears to the Secretary of State that the name has been used, or is intended to be used, by the company to facilitate—

(a)the commission of an offence involving dishonesty or deception, or

(b)the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence.

(2)The direction must be in writing and must specify the period within which the company is to change its name.

(3)The period must be a period of at least 28 days beginning with the date of the direction.

(4)The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.

(5)A company may apply to the court to set aside a direction under subsection (1).

(6)Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction.

(7)On an application under subsection (5) the court may set the direction aside or confirm it.

(8)If on an application under subsection (5) the direction is confirmed, the court must specify the period within which the direction is to be complied with.

(9)Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(10)If a company applies to the court under subsection (5) to set aside a direction, the company is not required to comply with the direction while the proceedings are ongoing.

(11)If a company fails to comply with a direction under subsection (1), an offence is committed by—

(a)the company, and

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

For this purpose a shadow director is treated as an officer of the company.

(12)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.]

Textual Amendments

F68S. 76A inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 17(4), 219(1)(2)(b)

[F69Direction to change name wrongly registeredU.K.

Textual Amendments

F69S. 76B and cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 18(2), 219(1)(2)(b)

76BDirection to change name wrongly registeredU.K.

(1)The Secretary of State may direct a company to change its name if—

(a)it appears to the Secretary of State that the company’s registration by that name was in contravention of any requirement imposed by this Part, or

(b)the Secretary of State did not, at the time at which the name was registered, form the opinion mentioned in section 53, 56A or 57A, but had proper grounds for doing so.

(2)The direction must be in writing and must specify the period within which the company is to change its name.

(3)The period must be a period of at least 28 days beginning with the date of the direction.

(4)The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.

(5)A company may apply to the court to set aside a direction under subsection (1).

(6)Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction.

(7)On an application under subsection (5) the court may set the direction aside or confirm it.

(8)If on an application under subsection (5) the direction is confirmed, the court must specify the period within which the direction is to be complied with.

(9)Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(10)If a company applies to the court under subsection (5) to set aside a direction, the company is not required to comply with the direction while the proceedings are ongoing.

(11)If a company fails to comply with a direction under subsection (1), an offence is committed by—

(a)the company, and

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

For this purpose a shadow director is treated as an officer of the company.

(12)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.]

[F70Registrar’s powers to change namesU.K.

Textual Amendments

F70S. 76C and cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 19(3), 219(1)(2)(b)

76CRegistrar’s power to change name containing computer codeU.K.

(1)Where, in the opinion of the registrar, a company’s registered name consists of or includes computer code, the registrar may—

(a)determine a new name for the company, and

(b)remove from the register any reference to the company’s old name.

(2)If the registrar determines a new name for a company under this section, the registrar must—

(a)give the company notice of the determination, and

(b)place a note of the determination in the register.

(3)Where a company is given a direction under section 76B to change its name—

(a)that does not affect the registrar’s power to act under subsection (1), but

(b)if the registrar does so, the direction lapses.]

[F7176DRegistrar’s power to change name for failure to comply with directionU.K.

(1)Where a company fails to comply with a direction to change its name, the registrar may determine a new name for the company.

(2)The reference in subsection (1) to a direction to change a company’s name is to a direction under section 64, 67, 75, 76, 76A or 76B.

(3)If the registrar determines a new name for a company under this section, the registrar must—

(a)give the company notice of the determination, and

(b)place a note of the determination in the register.]

Textual Amendments

F71S. 76D inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 20, 219(1)(2)(b)

[F72CHAPTER 4AU.K.Exceptions

Textual Amendments

F72Pt. 5 Ch. 4A inserted (26.10.2023 for specified purposes, 15.1.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 22, 219(1)(2)(b); S.I. 2023/1206, reg. 3(a)

76EExceptions based on national security etcU.K.

(1)Nothing in this Part prevents the registration of a company under this Act by a name if the Secretary of State is satisfied that the registration of the company by that name is necessary—

(a)in the interests of national security, or

(b)for the purposes of preventing or detecting serious crime.

(2)For the purposes of subsection (1)(b)

(a)crime” means conduct which—

(i)constitutes a criminal offence, or

(ii)is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and

(b)crime is “serious” if—

(i)the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or

(ii)the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.]

Chapter 5U.K.Change of name

77Change of nameU.K.

(1)A company may change its name—

(a)by special resolution (see section 78), or

(b)by other means provided for by the company's articles (see section 79).

(2)The name of a company may also be changed—

(a)by resolution of the directors acting under section 64 (change of name to comply with direction of Secretary of State under that section);

(b)on the determination of a new name by a company names adjudicator under section 73 (powers of adjudicator on upholding objection to company name);

(c)on the determination of a new name by the court under section 74 (appeal against decision of company names adjudicator);

(d)under section 1033 (company's name on restoration to the register).

[F73(e)by resolution of the directors acting under section 45(3) of the Charities Act 2011 (change of name to comply with direction of Charity Commission).]

78Change of name by special resolutionU.K.

(1)Where a change of name has been agreed to by a company by special resolution, the company must give notice to the registrar.

This is in addition to the obligation to forward a copy of the resolution to the registrar.

(2)Where a change of name by special resolution is conditional on the occurrence of an event, the notice given to the registrar of the change must—

(a)specify that the change is conditional, and

(b)state whether the event has occurred.

(3)If the notice states that the event has not occurred—

(a)the registrar is not required to act under section 80 (registration and issue of new certificate of incorporation) until further notice,

(b)when the event occurs, the company must give notice to the registrar stating that it has occurred, and

(c)the registrar may rely on the statement as sufficient evidence of the matters stated in it.

79Change of name by means provided for in company's articlesU.K.

(1)Where a change of a company's name has been made by other means provided for by its articles—

(a)the company must give notice to the registrar, and

(b)the notice must be accompanied by a statement that the change of name has been made by means provided for by the company's articles.

(2)The registrar may rely on the statement as sufficient evidence of the matters stated in it.

80Change of name: registration and issue of new certificate of incorporationU.K.

[F74(1)This section applies where the registrar receives notice of a change of a company's name.

(2)If the registrar is satisfied—

(a)that the new name complies with the requirements of this Part, and

(b)that the requirements of the Companies Acts, and any relevant requirements of the company's articles, with respect to a change of name are complied with,

the registrar must enter the new name on the register in place of the former name.]

[F74(1)This section applies where—

(a)the registrar receives notice of a change of a company’s name and is satisfied—

(i)that the new name complies with the requirements of this Part, and

(ii)that the requirements of the Companies Acts, and any relevant requirements of the company’s articles, with respect to a change of name are complied with, or

(b)the registrar determines a new name for a company under section 76C or 76D.

(2)The registrar must enter the new name on the register in place of the former name.]

(3)On the registration of the new name, the registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

Textual Amendments

F74S. 80(1)(2) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 21(1), 219(1)(2)(b)

Modifications etc. (not altering text)

C96S. 80 modified (31.12.2020) by S.I. 2004/2326, reg. 12B (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 8 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

81Change of name: effectU.K.

(1)A change of a company's name has effect from the date on which the new certificate of incorporation is issued.

(2)The change does not affect any rights or obligations of the company or render defective any legal proceedings by or against it.

(3)Any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

Chapter 6U.K.Trading disclosures

82Requirement to disclose company name etcU.K.

(1)The Secretary of State may by regulations make provision requiring companies—

(a)to display specified information in specified locations,

(b)to state specified information in specified descriptions of document or communication, and

(c)to provide specified information on request to those they deal with in the course of their business.

(2)The regulations—

(a)must in every case require disclosure of the name of the company, and

(b)may make provision as to the manner in which any specified information is to be displayed, stated or provided.

(3)The regulations may provide that, for the purposes of any requirement to disclose a company's name, any variation between a word or words required to be part of the name and a permitted abbreviation of that word or those words (or vice versa) shall be disregarded.

(4)In this section “specified” means specified in the regulations.

(5)Regulations under this section are subject to affirmative resolution procedure.

Modifications etc. (not altering text)

C97Ss. 82-85 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 4 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I19S. 82 wholly in force at 1.10.2008; s. 82 not in force at Royal Assent, see s. 1300; s. 82 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 82 in force at 1.10.2008 by S.I. 2007/3495, art. 5(1)(b) (with savings in arts. 7, 12)

83Civil consequences of failure to make required disclosureU.K.

(1)This section applies to any legal proceedings brought by a company to which section 82 applies (requirement to disclose company name etc) to enforce a right arising out of a contract made in the course of a business in respect of which the company was, at the time the contract was made, in breach of regulations under that section.

(2)The proceedings shall be dismissed if the defendant (in Scotland, the defender) to the proceedings shows—

(a)that he has a claim against the claimant (pursuer) arising out of the contract that he has been unable to pursue by reason of the latter's breach of the regulations, or

(b)that he has suffered some financial loss in connection with the contract by reason of the claimant's (pursuer's) breach of the regulations,

unless the court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.

(3)This section does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person.

Modifications etc. (not altering text)

C99Ss. 82-85 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 4 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

84Criminal consequences of failure to make required disclosuresU.K.

(1)Regulations under section 82 may provide—

(a)that where a company fails, without reasonable excuse, to comply with any specified requirement of regulations under that section an offence is committed by—

(i)the company, and

(ii)every officer of the company who is in default;

(b)that a person guilty of such an offence is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(2)The regulations may provide that, for the purposes of any provision made under subsection (1), a shadow director of the company is to be treated as an officer of the company.

(3)In subsection (1)(a) “specified” means specified in the regulations.

Modifications etc. (not altering text)

C101S. 84 modified (22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 17(1), Sch. para. 2(a)

C102S. 84 modified (8.00 a.m. on 29.9.2008) by The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (S.I. 2008/2546), art. 13(1)(3), Sch. 1 para. 2

C103S. 84 modified (9.30 a.m. on 7.10.2008) by The Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008 (S.I. 2008/2644), art. 26, Sch. 2 para. 2(a)

C104S. 84 modified (retrospective to 30.3.2009 at 8.00 a.m.) by The Amendments to Law (Resolution of Dunfermline Building Society) Order 2009 (S.I. 2009/814), arts. 1(2), 7, Sch. para. 2(a)

C105Ss. 82-85 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 4 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I20S. 84 wholly in force at 1.10.2008; s. 84 not in force at Royal Assent, see s. 1300; s. 84 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 84 in force at 1.10.2008 by S.I. 2007/3495, art. 5(1)(b) (with savings in arts. 7, 12)

85Minor variations in form of name to be left out of accountU.K.

(1)For the purposes of this Chapter, in considering a company's name no account is to be taken of—

(a)whether upper or lower case characters (or a combination of the two) are used,

(b)whether diacritical marks or punctuation are present or absent,

(c)whether the name is in the same format or style as is specified under section 57(1)(b) for the purposes of registration,

provided there is no real likelihood of names differing only in those respects being taken to be different names.

(2)This does not affect the operation of regulations under section 57(1)(a) permitting only specified characters, diacritical marks or punctuation.

Modifications etc. (not altering text)

C107Ss. 82-85 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 4 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I21S. 85 wholly in force at 1.10.2008; s. 85 not in force at Royal Assent see s. 1300; s. 85 in force at 1.10.2008 by S.I. 2007/3495, art. 5(1)(b) (with savings in arts. 7, 12 and subject to transitional adaptations in Sch. 1 para. 23)

Part 6U.K.A company's registered office [F75and email address]

Textual Amendments

F75Words in Pt. 6 heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 29(4), 219(1)(2)(b)

Modifications etc. (not altering text)

GeneralU.K.

86[F76A company's registered office] [F76Duty to ensure registered office at appropriate address]U.K.

[F76A company must at all times have a registered office to which all communications and notices may be addressed.]

[F76(1)A company must ensure that its registered office is at all times at an appropriate address.

(2)An address is an “appropriate address” if, in the ordinary course of events—

(a)a document addressed to the company, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the company, and

(b)the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery.

(3)If a company fails, without reasonable excuse, to comply with this section an offence is committed by—

(a)the company, and

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

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

(a)in England and Wales, to a fine;

(b)in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

(5)Subsection (1) does not apply in relation to a company during any period for which the address of its registered office is a default address nominated by virtue of section 1097A(3)(h).]

Textual Amendments

F76S. 86 substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 28(3), 219(1)(2)(b)

Modifications etc. (not altering text)

C111S. 86 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 5 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

87Change of address of registered officeU.K.

(1)A company may change the address of its registered office by giving notice to the registrar.

[F77(1A)The notice must include a statement that the new address is an appropriate address within the meaning given by section 86(2).]

(2)The change takes effect upon the notice being registered by the registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the company at the address previously registered.

(3)For the purposes of any duty of a company—

(a)to keep available for inspection at its registered office any register, index or other document, or

(b)to mention the address of its registered office in any document,

a company that has given notice to the registrar of a change in the address of its registered office may act on the change as from such date, not more than 14 days after the notice is given, as it may determine.

(4)Where a company unavoidably ceases to perform at its registered office any such duty as is mentioned in subsection (3)(a) in circumstances in which it was not practicable to give prior notice to the registrar of a change in the address of its registered office, but—

(a)resumes performance of that duty at other premises as soon as practicable, and

(b)gives notice accordingly to the registrar of a change in the situation of its registered office within 14 days of doing so,

it is not to be treated as having failed to comply with that duty.

Textual Amendments

F77S. 87(1A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 28(4), 219(1)(2)(b)

Modifications etc. (not altering text)

C112S. 87: power to modify conferred (temp.) (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), ss. 39(1), 40(e), 49(1) (with ss. 2(2), 5(2), 39(8)(9))

C114S. 87 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 5 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Welsh companiesU.K.

88Welsh companiesU.K.

(1)In the Companies Acts a “Welsh company” means a company as to which it is stated in the register that its registered office is to be situated in Wales.

(2)A company—

(a)whose registered office is in Wales, and

(b)as to which it is stated in the register that its registered office is to be situated in England and Wales,

may by special resolution require the register to be amended so that it states that the company's registered office is to be situated in Wales.

(3)A company—

(a)whose registered office is in Wales, and

(b)as to which it is stated in the register that its registered office is to be situated in Wales,

may by special resolution require the register to be amended so that it states that the company's registered office is to be situated in England and Wales.

(4)Where a company passes a resolution under this section it must give notice to the registrar, who shall—

(a)amend the register accordingly, and

(b)issue a new certificate of incorporation altered to meet the circumstances of the case.

Modifications etc. (not altering text)

[F78Registered email addressU.K.

Textual Amendments

F78Ss. 88A, 88B and cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 29(5), 219(1)(2)(b)

88ADuty to maintain a registered email addressU.K.

(1)A company must ensure that its registered email address is at all times an appropriate email address.

(2)An email address is an “appropriate email address” if, in the ordinary course of events, emails sent to it by the registrar would be expected to come to the attention of a person acting on behalf of the company.

(3)If a company fails, without reasonable excuse, to comply with this section an offence is committed by—

(a)the company, and

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

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

(a)in England and Wales, to a fine;

(b)in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

Modifications etc. (not altering text)

C119S. 88A excluded (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 30(4), 219(1)(2)(b)

88BChange of registered email addressU.K.

(1)A company may change its registered email address by giving notice to the registrar.

(2)The notice must include a statement that the new address is an appropriate email address within the meaning given by section 88A(2).

(3)The change takes effect upon the notice being registered by the registrar.]

Part 7U.K.Re-registration as a means of altering a company's status

IntroductoryU.K.

89Alteration of status by re-registrationU.K.

A company may by re-registration under this Part alter its status—

(a)from a private company to a public company (see sections 90 to 96);

(b)from a public company to a private company (see sections 97 to 101);

(c)from a private limited company to an unlimited company (see sections 102 to 104);

(d)from an unlimited private company to a limited company (see sections 105 to 108);

(e)from a public company to an unlimited private company (see sections 109 to 111).

Private company becoming publicU.K.

90Re-registration of private company as publicU.K.

(1)A private company (whether limited or unlimited) may be re-registered as a public company limited by shares if—

(a)a special resolution that it should be so re-registered is passed,

(b)the conditions specified below are met, and

(c)an application for re-registration is delivered to the registrar in accordance with section 94, together with—

(i)the other documents required by that section, and

(ii)a statement of compliance.

(2)The conditions are—

(a)that the company has a share capital;

(b)that the requirements of section 91 are met as regards its share capital;

(c)that the requirements of section 92 are met as regards its net assets;

(d)if section 93 applies (recent allotment of shares for non-cash consideration), that the requirements of that section are met; and

(e)that the company has not previously been re-registered as unlimited.

(3)The company must make such changes—

(a)in its name, and

(b)in its articles,

as are necessary in connection with its becoming a public company.

(4)If the company is unlimited it must also make such changes in its articles as are necessary in connection with its becoming a company limited by shares.

91Requirements as to share capitalU.K.

(1)The following requirements must be met at the time the special resolution is passed that the company should be re-registered as a public company—

(a)the nominal value of the company's allotted share capital must be not less than the authorised minimum;

(b)each of the company's allotted shares must be paid up at least as to one-quarter of the nominal value of that share and the whole of any premium on it;

(c)if any shares in the company or any premium on them have been fully or partly paid up by an undertaking given by any person that he or another should do work or perform services (whether for the company or any other person), the undertaking must have been performed or otherwise discharged;

(d)if shares have been allotted as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash, and the consideration for the allotment consists of or includes an undertaking to the company (other than one to which paragraph (c) applies), then either—

(i)the undertaking must have been performed or otherwise discharged, or

(ii)there must be a contract between the company and some person pursuant to which the undertaking is to be performed within five years from the time the special resolution is passed.

(2)For the purpose of determining whether the requirements in subsection (1)(b), (c) and (d) are met, the following may be disregarded—

(a)shares allotted—

(i)before 22nd June 1982 in the case of a company then registered in Great Britain, or

(ii)before 31st December 1984 in the case of a company then registered in Northern Ireland;

(b)shares allotted in pursuance of an employees' share scheme by reason of which the company would, but for this subsection, be precluded under subsection (1)(b) (but not otherwise) from being re-registered as a public company.

(3)No more than one-tenth of the nominal value of the company's allotted share capital is to be disregarded under subsection (2)(a).

For this purpose the allotted share capital is treated as not including shares disregarded under subsection (2)(b).

(4)Shares disregarded under subsection (2) are treated as not forming part of the allotted share capital for the purposes of subsection (1)(a).

(5)A company must not be re-registered as a public company if it appears to the registrar that—

(a)the company has resolved to reduce its share capital,

(b)the reduction—

(i)is made under section 626 (reduction in connection with redenomination of share capital),

(ii)is supported by a solvency statement in accordance with section 643, or

(iii)has been confirmed by an order of the court under section 648, and

(c)the effect of the reduction is, or will be, that the nominal value of the company's allotted share capital is below the authorised minimum.

92Requirements as to net assetsU.K.

(1)A company applying to re-register as a public company must obtain—

(a)a balance sheet prepared as at a date not more than seven months before the date on which the application is delivered to the registrar,

(b)an unqualified report by the company's auditor on that balance sheet, and

(c)a written statement by the company's auditor that in his opinion at the balance sheet date the amount of the company's net assets was not less than the aggregate of its called-up share capital and undistributable reserves.

(2)Between the balance sheet date and the date on which the application for re-registration is delivered to the registrar, there must be no change in the company's financial position that results in the amount of its net assets becoming less than the aggregate of its called-up share capital and undistributable reserves.

(3)In subsection (1)(b) an “unqualified report” means—

(a)if the balance sheet was prepared for a financial year of the company, a report stating without material qualification the auditor's opinion that the balance sheet has been properly prepared in accordance with the requirements of this Act;

(b)if the balance sheet was not prepared for a financial year of the company, a report stating without material qualification the auditor's opinion that the balance sheet has been properly prepared in accordance with the provisions of this Act which would have applied if it had been prepared for a financial year of the company.

(4)For the purposes of an auditor's report on a balance sheet that was not prepared for a financial year of the company, the provisions of this Act apply with such modifications as are necessary by reason of that fact.

(5)For the purposes of subsection (3) a qualification is material unless the auditor states in his report that the matter giving rise to the qualification is not material for the purpose of determining (by reference to the company's balance sheet) whether at the balance sheet date the amount of the company's net assets was not less than the aggregate of its called-up share capital and undistributable reserves.

(6)In this Part “net assets” and “undistributable reserves” have the same meaning as in section 831 (net asset restriction on distributions by public companies).

93Recent allotment of shares for non-cash considerationU.K.

(1)This section applies where—

(a)shares are allotted by the company in the period between the date as at which the balance sheet required by section 92 is prepared and the passing of the resolution that the company should re-register as a public company, and

(b)the shares are allotted as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash.

(2)The registrar shall not entertain an application by the company for re-registration as a public company unless—

(a)the requirements of section 593(1)(a) and (b) have been complied with (independent valuation of non-cash consideration; valuer's report to company not more than six months before allotment), or

(b)the allotment is in connection with—

(i)a share exchange (see subsections (3) to (5) below), or

(ii)a proposed merger with another company (see subsection (6) below).

(3)An allotment is in connection with a share exchange if—

(a)the shares are allotted in connection with an arrangement under which the whole or part of the consideration for the shares allotted is provided by—

(i)the transfer to the company allotting the shares of shares (or shares of a particular class) in another company, or

(ii)the cancellation of shares (or shares of a particular class) in another company; and

(b)the allotment is open to all the holders of the shares of the other company in question (or, where the arrangement applies only to shares of a particular class, to all the holders of the company's shares of that class) to take part in the arrangement in connection with which the shares are allotted.

(4)In determining whether a person is a holder of shares for the purposes of subsection (3), there shall be disregarded—

(a)shares held by, or by a nominee of, the company allotting the shares;

(b)shares held by, or by a nominee of—

(i)the holding company of the company allotting the shares,

(ii)a subsidiary of the company allotting the shares, or

(iii)a subsidiary of the holding company of the company allotting the shares.

(5)It is immaterial, for the purposes of deciding whether an allotment is in connection with a share exchange, whether or not the arrangement in connection with which the shares are allotted involves the issue to the company allotting the shares of shares (or shares of a particular class) in the other company.

(6)There is a proposed merger with another company if one of the companies concerned proposes to acquire all the assets and liabilities of the other in exchange for the issue of its shares or other securities to shareholders of the other (whether or not accompanied by a cash payment).

(7)For the purposes of this section—

(a)the consideration for an allotment does not include any amount standing to the credit of any of the company's reserve accounts, or of its profit and loss account, that has been applied in paying up (to any extent) any of the shares allotted or any premium on those shares; and

(b)arrangement” means any agreement, scheme or arrangement, (including an arrangement sanctioned in accordance with—

(i)Part 26 [F79or 26A] of this Act (arrangements and reconstructions), or

(ii)section 110 of the Insolvency Act 1986 (c. 45) or Article 96 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (liquidator in winding up accepting shares as consideration for sale of company's property)).

94Application and accompanying documentsU.K.

(1)An application for re-registration as a public company must contain—

(a)a statement of the company's proposed name on re-registration; and

(b)in the case of a company without a secretary, a statement of the company's proposed secretary (see section 95).

(2)The application must be accompanied by—

(a)a copy of the special resolution that the company should re-register as a public company (unless a copy has already been forwarded to the registrar under Chapter 3 of Part 3);

(b)a copy of the company's articles as proposed to be amended;

(c)a copy of the balance sheet and other documents referred to in section 92(1); F80...

(d)if section 93 applies (recent allotment of shares for non-cash consideration), a copy of the valuation report (if any) under subsection (2)(a) of that section[F81; and

(e)a statement of the aggregate amount paid up on the shares of the company on account of their nominal value.]

(3)The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a public company have been complied with.

(4)The registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a public company.

95Statement of proposed secretaryU.K.

(1)The statement of the company's proposed secretary must contain the required [F82particulars of] [F82information about] the person who is or the persons who are to be the secretary or joint secretaries of the company.

[F83(2)The required particulars are the particulars that will be required to be stated in the company's register of secretaries (see sections 277 to 279).]

[F83(2)For the required information in relation to proposed secretaries or joint secretaries, see sections 279J and 279K.]

(3)[F84The statement must also include a statement by the company that the person named as secretary, or each of the persons named as joint secretaries, has consented to act in the relevant capacity.]

If all the partners in a firm are to be joint secretaries, consent may be given by one partner on behalf of all of them.

Textual Amendments

F82Words in s. 95(1) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 24(2)

F83S. 95(2) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 24(3)

Modifications etc. (not altering text)

96Issue of certificate of incorporation on re-registrationU.K.

(1)If on an application for re-registration as a public company the registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.

(2)The registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

(3)The certificate must state that it is issued on re-registration and the date on which it is issued.

(4)On the issue of the certificate—

(a)the company by virtue of the issue of the certificate becomes a public company,

(b)the changes in the company's name and articles take effect, and

(c)where the application contained a statement under section 95 (statement of proposed secretary), the person or persons named in the statement as secretary or joint secretary of the company are deemed to have been appointed to that office.

(5)The certificate is conclusive evidence that the requirements of this Act as to re-registration have been complied with.

Public company becoming privateU.K.

97Re-registration of public company as private limited companyU.K.

(1)A public company may be re-registered as a private limited company if—

(a)a special resolution that it should be so re-registered is passed,

(b)the conditions specified below are met, and

(c)an application for re-registration is delivered to the registrar in accordance with section 100, together with—

(i)the other documents required by that section, and

(ii)a statement of compliance.

(2)The conditions are that—

(a)where no application under section 98 for cancellation of the resolution has been made—

(i)having regard to the number of members who consented to or voted in favour of the resolution, no such application may be made, or

(ii)the period within which such an application could be made has expired, or

(b)where such an application has been made—

(i)the application has been withdrawn, or

(ii)an order has been made confirming the resolution and a copy of that order has been delivered to the registrar.

(3)The company must make such changes—

(a)in its name, and

(b)in its articles,

as are necessary in connection with its becoming a private company limited by shares or, as the case may be, by guarantee.

98Application to court to cancel resolutionU.K.

(1)Where a special resolution by a public company to be re-registered as a private limited company has been passed, an application to the court for the cancellation of the resolution may be made—

(a)by the holders of not less in the aggregate than 5% in nominal value of the company's issued share capital or any class of the company's issued share capital (disregarding any shares held by the company as treasury shares);

(b)if the company is not limited by shares, by not less than 5% of its members; or

(c)by not less than 50 of the company's members;

but not by a person who has consented to or voted in favour of the resolution.

(2)The application must be made within 28 days after the passing of the resolution and may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint for the purpose.

(3)On the hearing of the application the court shall make an order either cancelling or confirming the resolution.

(4)The court may—

(a)make that order on such terms and conditions as it thinks fit,

(b)if it thinks fit adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members, and

(c)give such directions, and make such orders, as it thinks expedient for facilitating or carrying into effect any such arrangement.

(5)The court's order may, if the court thinks fit—

(a)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

(b)make such alteration in the company's articles as may be required in consequence of that provision.

(6)The court's order may, if the court thinks fit, require the company not to make any, or any specified, amendments to its articles without the leave of the court.

(7)[F85In this section and section 99(3) “the court”, in England and Wales, means the High Court]

99Notice to registrar of court application or orderU.K.

(1)On making an application under section 98 (application to court to cancel resolution) the applicants, or the person making the application on their behalf, must immediately give notice to the registrar.

This is without prejudice to any provision of rules of court as to service of notice of the application.

(2)On being served with notice of any such application, the company must immediately give notice to the registrar.

(3)Within 15 days of the making of the court's order on the application, or such longer period as the court may at any time direct, the company must deliver to the registrar a copy of the order.

(4)If a company fails to comply with subsection (2) or (3) an offence is committed by—

(a)the company, and

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

(5)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

100Application and accompanying documentsU.K.

(1)An application for re-registration as a private limited company must contain a statement of the company's proposed name on re-registration.

(2)The application must be accompanied by—

(a)a copy of the resolution that the company should re-register as a private limited company (unless a copy has already been forwarded to the registrar under Chapter 3 of Part 3); and

(b)a copy of the company's articles as proposed to be amended.

(3)The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a private limited company have been complied with.

(4)The registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a private limited company.

101Issue of certificate of incorporation on re-registrationU.K.

(1)If on an application for re-registration as a private limited company the registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.

(2)The registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

(3)The certificate must state that it is issued on re-registration and the date on which it is issued.

(4)On the issue of the certificate—

(a)the company by virtue of the issue of the certificate becomes a private limited company, and

(b)the changes in the company's name and articles take effect.

(5)The certificate is conclusive evidence that the requirements of this Act as to re-registration have been complied with.

Private limited company becoming unlimitedU.K.

102Re-registration of private limited company as unlimitedU.K.

(1)A private limited company may be re-registered as an unlimited company if—

(a)all the members of the company have assented to its being so re-registered,

(b)the condition specified below is met, and

(c)an application for re-registration is delivered to the registrar in accordance with section 103, together with—

(i)the other documents required by that section, and

(ii)a statement of compliance.

(2)The condition is that the company has not previously been re-registered as limited.

(3)The company must make such changes in its name and its articles—

(a)as are necessary in connection with its becoming an unlimited company; and

(b)if it is to have a share capital, as are necessary in connection with its becoming an unlimited company having a share capital.

(4)For the purposes of this section—

(a)a trustee in bankruptcy of a member of the company is entitled, to the exclusion of the member, to assent to the company's becoming unlimited; and

(b)the personal representative of a deceased member of the company may assent on behalf of the deceased.

(5)In subsection (4)(a), “a trustee in bankruptcy of a member of the company” includes—

[F86(a)a trustee or interim trustee in the sequestration under the Bankruptcy (Scotland) Act 2016 of the estate of a member of the company;]

(b)a trustee under a protected trustee deed (within the meaning of the Bankruptcy (Scotland) Act [F872016]) granted by a member of the company.

103Application and accompanying documentsU.K.

(1)An application for re-registration as an unlimited company must contain a statement of the company's proposed name on re-registration.

(2)The application must be accompanied by—

(a)the prescribed form of assent to the company's being registered as an unlimited company, authenticated by or on behalf of all the members of the company;

(b)a copy of the company's articles as proposed to be amended.

(3)The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as an unlimited company have been complied with.

(4)The statement must contain a statement by the directors of the company—

(a)that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company, and

(b)if any of the members have not authenticated that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so.

(5)The registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited company.

Commencement Information

I22S. 103 wholly in force at 1.10.2009; s. 103 not in force at Royal Assent, see s. 1300; s. 103 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 103 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(g) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

104Issue of certificate of incorporation on re-registrationU.K.

(1)If on an application for re-registration of a private limited company as an unlimited company the registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.

(2)The registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

(3)The certificate must state that it is issued on re-registration and the date on which it is issued.

(4)On the issue of the certificate—

(a)the company by virtue of the issue of the certificate becomes an unlimited company, and

(b)the changes in the company's name and articles take effect.

(5)The certificate is conclusive evidence that the requirements of this Act as to re-registration have been complied with.

Unlimited private company becoming limitedU.K.

105Re-registration of unlimited company as limitedU.K.

(1)An unlimited company may be re-registered as a private limited company if—

(a)a special resolution that it should be so re-registered is passed,

(b)the condition specified below is met, and

(c)an application for re-registration is delivered to the registrar in accordance with section 106, together with—

(i)the other documents required by that section, and

(ii)a statement of compliance.

(2)The condition is that the company has not previously been re-registered as unlimited.

(3)The special resolution must state whether the company is to be limited by shares or by guarantee.

(4)The company must make such changes—

(a)in its name, and

(b)in its articles,

as are necessary in connection with its becoming a company limited by shares or, as the case may be, by guarantee.

106Application and accompanying documentsU.K.

(1)An application for re-registration as a limited company must contain a statement of the company's proposed name on re-registration.

(2)The application must be accompanied by—

(a)a copy of the resolution that the company should re-register as a private limited company (unless a copy has already been forwarded to the registrar under Chapter 3 of Part 3);

(b)if the company is to be limited by guarantee, a statement of guarantee;

(c)a copy of the company's articles as proposed to be amended.

(3)The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for—

(a)payment of the debts and liabilities of the company contracted before he ceases to be a member,

(b)payment of the costs, charges and expenses of winding up, and

(c)adjustment of the rights of the contributories among themselves,

not exceeding a specified amount.

(4)The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a limited company have been complied with.

(5)The registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a limited company.

107Issue of certificate of incorporation on re-registrationU.K.

(1)If on an application for re-registration of an unlimited company as a limited company the registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.

(2)The registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

(3)The certificate must state that it is issued on re-registration and the date on which it is so issued.

(4)On the issue of the certificate—

(a)the company by virtue of the issue of the certificate becomes a limited company, and

(b)the changes in the company's name and articles take effect.

(5)The certificate is conclusive evidence that the requirements of this Act as to re-registration have been complied with.

108Statement of capital required where company already has share capitalU.K.

(1)A company which on re-registration under section 107 already has allotted share capital must within 15 days after the re-registration deliver a statement of capital to the registrar.

(2)This does not apply if the information which would be included in the statement has already been sent to the registrar in—

(a)a statement of capital and initial shareholdings (see section 10), or

[F88(b)(if different) the last statement of capital sent by the company.]

(3)The statement of capital must state with respect to the company's share capital on re-registration—

(a)the total number of shares of the company,

(b)the aggregate nominal value of those shares,

[F89(ba)the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and]

(c)for each class of shares—

(i)prescribed particulars of the rights attached to the shares,

(ii)the total number of shares of that class, and

(iii)the aggregate nominal value of shares of that class, F90...

F90(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)If default is made in complying with this section, an offence is committed by—

(a)the company, and

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

(5)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Textual Amendments

Commencement Information

I23S. 108 wholly in force at 1.10.2009; s. 108 not in force at Royal Assent, see s. 1300; s. 108 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 108 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(g) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

Public company becoming private and unlimitedU.K.

109Re-registration of public company as private and unlimitedU.K.

(1)A public company limited by shares may be re-registered as an unlimited private company with a share capital if—

(a)all the members of the company have assented to its being so re-registered,

(b)the condition specified below is met, and

(c)an application for re-registration is delivered to the registrar in accordance with section 110, together with—

(i)the other documents required by that section, and

(ii)a statement of compliance.

(2)The condition is that the company has not previously been re-registered—

(a)as limited, or

(b)as unlimited.

(3)The company must make such changes—

(a)in its name, and

(b)in its articles,

as are necessary in connection with its becoming an unlimited private company.

(4)For the purposes of this section—

(a)a trustee in bankruptcy of a member of the company is entitled, to the exclusion of the member, to assent to the company's re-registration; and

(b)the personal representative of a deceased member of the company may assent on behalf of the deceased.

(5)In subsection (4)(a), “a trustee in bankruptcy of a member of the company” includes—

[F91(a)a trustee or interim trustee in the sequestration under the Bankruptcy (Scotland) Act 2016 of the estate of a member of the company;]

(b)a trustee under a protected trustee deed (within the meaning of the Bankruptcy (Scotland) Act [F922016]) granted by a member of the company.

110Application and accompanying documentsU.K.

(1)An application for re-registration of a public company as an unlimited private company must contain a statement of the company's proposed name on re-registration.

(2)The application must be accompanied by—

(a)the prescribed form of assent to the company's being registered as an unlimited company, authenticated by or on behalf of all the members of the company, and

(b)a copy of the company's articles as proposed to be amended.

(3)The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as an unlimited private company have been complied with.

(4)The statement must contain a statement by the directors of the company—

(a)that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company, and

(b)if any of the members have not authenticated that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so.

(5)The registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited private company.

Commencement Information

I24S. 110 wholly in force at 1.10.2009; s. 110 not in force at Royal Assent, see s. 1300; s. 110 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 110 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(g) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

111Issue of certificate of incorporation on re-registrationU.K.

(1)If on an application for re-registration of a public company as an unlimited private company the registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.

(2)The registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

(3)The certificate must state that it is issued on re-registration and the date on which it is so issued.

(4)On the issue of the certificate—

(a)the company by virtue of the issue of the certificate becomes an unlimited private company, and

(b)the changes in the company's name and articles take effect.

(5)The certificate is conclusive evidence that the requirements of this Act as to re-registration have been complied with.

Part 8U.K.A company's members

Modifications etc. (not altering text)

Chapter 1U.K.The members of a company

112The members of a companyU.K.

(1)The subscribers of a company's memorandum are deemed to have agreed to become members of the company, and on its registration become members and must be entered as such in its register of members.

(2)Every other person who agrees to become a member of a company, and whose name is entered in its register of members, is a member of the company.

[F93[F94(3)Where an election under section 128B is in force in respect of a company—

(a)the requirement in subsection (1) to enter particulars of members in the company's register of members does not apply, and

(b)subsection (2) has effect as if the reference to a person whose name is entered in the company's register of members were a reference to a person with respect to whom the following steps have been taken—

(i)the person's name has been delivered to the registrar under section 128E, and

(ii)the document containing that information has been registered by the registrar.]]

[F95(4)Where an individual’s name is entered in a company’s register of members but is not in the form required by section 113A, that does not affect the person becoming a member of the company by virtue of subsection (2).]

Textual Amendments

F93S. 112(3) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 1 para. 2

F95S. 112(4) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(2), 219(1)(2)(b)

Modifications etc. (not altering text)

C143S. 112(1) excluded by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), Sch. 4 para. 7 (as amended (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. {40(7)})

Chapter 2U.K.Register of members

[F96General] [F96Duty to keep register]U.K.

Textual Amendments

F96Pt. 8 Ch. 2 cross-heading substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(3), 219(1)(2)(b)

[F97[F98112AAlternative method of record-keepingU.K.

This Chapter must be read with Chapter 2A (which allows for an alternative method of record-keeping in the case of private companies).]]

Textual Amendments

F97S. 112A omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 49(2)(a), 219(1)(2)(b)

113Register of membersU.K.

(1)Every company must keep a register of its members.

[F99(2)There must be entered in the register—

(a)the names and addresses of the members,

(b)the date on which each person was registered as a member, and

(c)the date at which any person ceased to be a member.]

[F99(2)There must be entered in the register, in respect of each person who is a member—

(a)the required information (see sections 113A and 113B), and

(b)the date on which the person was registered as a member.

(2A)Where a person ceases to be a member there must be entered in the register the date at which the person’s membership ceased.]

(3)In the case of a company having a share capital, there must be entered in the register [F100, with the names and addresses of the members,] a statement of—

(a)the shares held by each member, distinguishing each share—

(i)by its number (so long as the share has a number), and

(ii)where the company has more than one class of issued shares, by its class, and

(b)the amount paid or agreed to be considered as paid on the shares of each member.

(4)If the company has converted any of its shares into stock, and given notice of the conversion to the registrar, the register of members must show the amount and class of stock held by each member instead of the amount of shares and the particulars relating to shares specified above.

(5)In the case of joint holders of shares or stock in a company, the company's register of members must state the names of each joint holder.

In other respects joint holders are regarded for the purposes of this Chapter as a single member (so that the register must show a single [F101service] address).

(6)In the case of a company that does not have a share capital but has more than one class of members, there must be entered in the register [F102, with the names and addresses of the members,] a statement of the class to which each member belongs.

[F103(6A)Where any of the information required to be entered in a company’s register of members changes and, at the time of the change, it is a non-traded company—

(a)the fact that the information has changed does not relieve the company from the obligation to include the old information in the register if it has not already done so,

(b)the old information must be retained in the register until its removal is authorised by section 121 or by court order under section 125, and

(c)a note must be included in the register recording the date on which the information changed and the date on which the change was entered in the register.

(6B)Where any of the information required to be entered in a company’s register of members changes and, at the time of the change, it is a traded company, the company is not required to include or retain the old information in the register.

(6C)The Secretary of State may by regulations—

(a)amend subsection (6A) so as to provide for it to apply in relation to traded companies, and

(b)repeal subsection (6B) in consequence.

(6D)Regulations under subsection (6C) are subject to affirmative resolution procedure.]

(7)If [F104, without reasonable excuse,] a company makes default in complying with this section an offence is committed by—

(a)the company, and

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

(8)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

[F105(9)In this section—

Textual Amendments

F99S. 113(2)(2A) substituted for s. 113(2) (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(a), 219(1)(2)(b)

F100Words in s. 113(3) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(b), 219(1)(2)(b)

F101Word in s. 113(5) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(c), 219(1)(2)(b)

F102Words in s. 113(6) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(d), 219(1)(2)(b)

F103S. 113(6A)-(6D) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(e), 219(1)(2)(b)

F104Words in s. 113(7) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(f), 219(1)(2)(b)

F105S. 113(9) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(4)(g), 219(1)(2)(b)

[F106113ARequired information about members: individualsU.K.

(1)The required information about a member who is an individual is—

(a)name;

(b)a service address.

(2)In this section “name” means forename and surname.

(3)Where a member is a peer or an individual usually known by a title—

(a)any requirement imposed by section 113D or 113E, or by a notice under section 113F, to provide their name may be satisfied by providing their title instead;

(b)the title may be entered in the register of members instead of their forename and surname (and references in any enactment to the name of a person entered in a company’s register of members are to be construed accordingly).]

Textual Amendments

F106Ss. 113A-113I inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(5), 219(1)(2)(b)

[F106113BRequired information about members: corporate members and firmsU.K.

The required information about a member that is a body corporate, or a firm that is a legal person under the law by which it is governed, is—

(a)corporate or firm name;

(b)a service address.]

Textual Amendments

F106Ss. 113A-113I inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(5), 219(1)(2)(b)

[F106113CPower to amend the required informationU.K.

(1)The Secretary of State may by regulations—

(a)make provision changing the required information about a member for the purposes of this Chapter;

(b)repeal section 113A(3).

(2)The provision that may be made in regulations under subsection (1)(a) includes provision amending this Chapter.

(3)The consequential provision that may be made in regulations under subsection (1)(a) by virtue of section 1292(1) also includes provision amending section 50 of the Economic Crime and Corporate Transparency Act 2023.

(4)Regulations under subsection (1) are subject to affirmative resolution procedure.]

Textual Amendments

F106Ss. 113A-113I inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(5), 219(1)(2)(b)

[F106113DDuty on new members to notify required informationU.K.

(1)A person who becomes a member of a company must provide the company with the required information about the member (see sections 113A and 113B).

(2)Subsection (1) does not apply if or to the extent that—

(a)the person has already provided the information to the company, or

(b)the person becomes a member of the company on its incorporation and the information is contained in the application for the registration of the company.

(3)A person must comply with this section within the period of two months beginning with the date on which the person became a member.]

Textual Amendments

F106Ss. 113A-113I inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(5), 219(1)(2)(b)

[F106113EDuty on member to notify changes to required informationU.K.

(1)A person who is a member of a company must give notice to the company of any change in the required information about the member (see sections 113A and 113B).

(2)The notice must specify the date on which the change occurred.

(3)A person must comply with this section within the period of two months beginning with the date on which the change occurred.]

Textual Amendments

F106Ss. 113A-113I inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(5), 219(1)(2)(b)

[F106113FPower for company to require information from membersU.K.

(1)A company may, for the purposes of ensuring that its register of members includes the information that it is required to include, require a member or former member of the company to provide any of the required information about the member or former member (see sections 113A and 113B).

(2)The notice must require the recipient to comply with it within the period of one month beginning with the date on which the notice is given.]

Textual Amendments

F106Ss. 113A-113I inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(5), 219(1)(2)(b)

[F106113GFailure to comply with section 113D, 113E or 113FU.K.

(1)A person who, without reasonable excuse, fails to comply with section 113D or 113E commits an offence.

(2)A person who, without reasonable excuse, fails to comply with a notice under section 113F commits an offence.

(3)Where an offence under subsection (1) or (2) is committed by a firm, the offence is also committed by every officer of the firm who is in default.

(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 the general limit in a magistrates’ court or a fine (or both);

(ii)in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum;

(iii)in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum.]

Textual Amendments

F106Ss. 113A-113I inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(5), 219(1)(2)(b)

[F106113HBasic false statement offences in connection with sections 113D to 113FU.K.

(1)A person commits an offence if, in purported compliance with section 113D or 113E and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular.

(2)A person commits an offence if, in purported compliance with a notice under section 113F and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular.

(3)Where an offence under subsection (1) or (2) is committed by a firm, the offence is also committed by every officer of the firm who is in default.

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

(a)on summary conviction in England and Wales, to a fine;

(b)on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;

(c)on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.]

Textual Amendments

F106Ss. 113A-113I inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(5), 219(1)(2)(b)

[F106113IAggravated false statement offences in connection with sections 113D to 113FU.K.

(1)A person commits an offence if, in purported compliance with section 113D or 113E, the person makes a statement that the person knows to be misleading, false or deceptive in a material particular.

(2)A person commits an offence if, in purported compliance with a notice under section 113F, the person makes a statement that the person knows to be misleading, false or deceptive in a material particular.

(3)Where an offence under subsection (1) or (2) is committed by a firm, the offence is also committed by every officer of the firm who is in default.

(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 the general limit in a magistrates’ court or a fine (or both);

(ii)in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum;

(iii)in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum.]

Textual Amendments

F106Ss. 113A-113I inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(5), 219(1)(2)(b)

[F107Duty to keep index of members]U.K.

Textual Amendments

F107S. 113J cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(5), 219(1)(2)(b)

[F108113J]Index of membersU.K.

(1)Every company having more than 50 members must keep an index of the [F109names or titles of the members of the company (to be known as “the index of members’ names”)], unless the register of members is in such a form as to constitute in itself an index.

(2)The company must make any necessary alteration in the index within 14 days after the date on which any alteration is made in the register of members.

[F110(3)The index must include the same details of a person’s name or title as are entered in the register of members.]

(4)The index must be at all times kept available for inspection at the same place as the register of members.

[F111(4A) Subsection (4) is subject to any restriction imposed by regulations under section 120A (protected material).]

(5)If default is made in complying with this section, an offence is committed by—

(a)the company, and

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

(6)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Textual Amendments

F108S. 113J: s. 115 renumbered as s. 113J (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(6), 219(1)(2)(b)

F109Words in s. 113J(1) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(7)(a), 219(1)(2)(b)

F110S. 113J(3) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(7)(b), 219(1)(2)(b)

F111S. 115(4A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 48(3), 219(1)(2)(b)

[F112Inspection etc of register and index of members]U.K.

Textual Amendments

F112S. 114 cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(8), 219(1)(2)(b)

114Register to be kept available for inspectionU.K.

(1)A company's register of members must be kept available for inspection—

(a)at its registered office, or

(b)at a place specified in regulations under section 1136.

[F113This is subject to any restriction imposed by regulations under section 120A (protected material).]

(2)A company must give notice to the registrar of the place where its register of members is kept available for inspection and of any change in that place.

(3)No such notice is required if the register has, at all times since it came into existence (or, in the case of a register in existence on the relevant date, at all times since then) been kept available for inspection at the company's registered office.

(4)The relevant date for the purposes of subsection (3) is—

(a)1st July 1948 in the case of a company registered in Great Britain, and

(b)1st April 1961 in the case of a company registered in Northern Ireland.

(5)If a company makes default for 14 days in complying with subsection (2), an offence is committed by—

(a)the company, and

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

(6)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Textual Amendments

F113Words in s. 114(1) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 48(2), 219(1)(2)(b)

Modifications etc. (not altering text)

C145S. 114: power to modify conferred (temp.) (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), ss. 39(1), 40(e), 49(1) (with ss. 2(2), 5(2), 39(8)(9))

[F114115Index of membersU.K.

(1)Every company having more than 50 members must keep an index of the names of the members of the company, unless the register of members is in such a form as to constitute in itself an index.

(2)The company must make any necessary alteration in the index within 14 days after the date on which any alteration is made in the register of members.

(3)The index must contain, in respect of each member, a sufficient indication to enable the account of that member in the register to be readily found.

(4)The index must be at all times kept available for inspection at the same place as the register of members.

[F115(4A) Subsection (4) is subject to any restriction imposed by regulations under section 120A (protected material).]

(5)If default is made in complying with this section, an offence is committed by—

(a)the company, and

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

(6)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.]

Textual Amendments

F114S. 115 renumbered as s. 113J (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(6), 219(1)(2)(b)

F115S. 115(4A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 48(3), 219(1)(2)(b)

116Rights to inspect and require copiesU.K.

(1)The register and the index of members' names must be open to the inspection—

(a)of any member of the company without charge, and

(b)of any other person on payment of such fee as may be prescribed.

(2)Any person may require a copy of a company's register of members, or of any part of it, on payment of such fee as may be prescribed.

[F116(2A)Subsections (1) and (2) are subject to any restriction imposed by regulations under section 120A (protected material).]

(3)A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect.

(4)The request must contain the following information—

(a)in the case of an individual, his name and address;

(b)in the case of an organisation, the name and address of an individual responsible for making the request on behalf of the organisation;

(c)the purpose for which the information is to be used; and

(d)whether the information will be disclosed to any other person, and if so—

(i)where that person is an individual, his name and address,

(ii)where that person is an organisation, the name and address of an individual responsible for receiving the information on its behalf, and

(iii)the purpose for which the information is to be used by that person.

Textual Amendments

F116S. 116(2A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 48(4), 219(1)(2)(b)

Commencement Information

I25S. 116 wholly in force at 1.10.2007; s. 116 not in force at Royal Assent, see s. 1300; s. 116 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 116 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(b) (subject to transitional adaptations in Sch. 1 and with savings in art. 12 and transitional provisions and savings in Sch. 3 para. 1)

117Register of members: response to request for inspection or copyU.K.

(1)Where a company receives a request under section 116 (register of members: right to inspect and require copy), it must within five working days either—

(a)comply with the request, or

(b)apply to the court.

(2)If it applies to the court it must notify the person making the request.

(3)If on an application under this section the court is satisfied that the inspection or copy is not sought for a proper purpose—

(a)it shall direct the company not to comply with the request, and

(b)it may further order that the company's costs (in Scotland, expenses) on the application be paid in whole or in part by the person who made the request, even if he is not a party to the application.

(4)If the court makes such a direction and it appears to the court that the company is or may be subject to other requests made for a similar purpose (whether made by the same person or different persons), it may direct that the company is not to comply with any such request.

The order must contain such provision as appears to the court appropriate to identify the requests to which it applies.

(5)If on an application under this section the court does not direct the company not to comply with the request, the company must comply with the request immediately upon the court giving its decision or, as the case may be, the proceedings being discontinued.

118Register of members: refusal of inspection or default in providing copyU.K.

(1)If an inspection required under section 116 (register of members: right to inspect and require copy) is refused or default is made in providing a copy required under that section, otherwise than in accordance with an order of the court, an offence is committed by—

(a)the company, and

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

(2)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(3)In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requesting it.

119Register of members: offences in connection with request for or disclosure of informationU.K.

(1)It is an offence for a person knowingly or recklessly to make in a request under section 116 (register of members: right to inspect or require copy) a statement that is misleading, false or deceptive in a material particular.

(2)It is an offence for a person in possession of information obtained by exercise of either of the rights conferred by that section—

(a)to do anything that results in the information being disclosed to another person, or

(b)to fail to do anything with the result that the information is disclosed to another person,

knowing, or having reason to suspect, that person may use the information for a purpose that is not a proper purpose.

(3)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).

120Information as to state of register and indexU.K.

(1)When a person inspects the register, or the company provides him with a copy of the register or any part of it, the company must inform him of the most recent date (if any) on which alterations were made to the register and [F117whether there are] further alterations to be made.

(2)When a person inspects the index of members' names, the company must inform him whether there is any alteration to the register that is not reflected in the index.

[F118(2A)Subsections (1) and (2) do not apply to an alteration that relates to information that the company is required to refrain from disclosing by virtue of regulations under section 120A (protected material).]

(3)If a company fails to provide the information required under subsection (1) or (2), an offence is committed by—

(a)the company, and

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

(4)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.

Textual Amendments

F117Words in s. 120(1) substituted (26.5.2015 for specified purposes, 6.4.2016 in so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 3 para. 6; S.I. 2015/1329, reg. 3(a); S.I. 2015/2029, reg. 4(a)

F118S. 120(2A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 48(5), 219(1)(2)(b)

[F119120APower to make regulations protecting materialU.K.

(1)The Secretary of State may by regulations—

(a)require a company to refrain from using, or refrain from disclosing, individual membership information except in circumstances specified in the regulations;

(b)confer power on the registrar, on application, to make an order requiring a company to refrain from using, or refrain from disclosing, individual membership information except in circumstances specified in the regulations.

(2)Individual membership information” means information that—

(a)relates to an individual who is a member or former member of the company, and

(b)is required to be entered in the company’s register of members or index of members’ names.

(3)Regulations under subsection (1)(b) may make provision as to—

(a)who may make an application;

(b)the grounds on which an application may be made;

(c)the information to be included in and documents to accompany an application;

(d)how an application is to be determined;

(e)the notice to be given of an application and its outcome;

(f)the duration of and procedures for revoking the restrictions on use and disclosure.

(4)Provision under subsection (3) may in particular—

(a)confer a discretion on the registrar;

(b)provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions.

(5)Regulations under this section are subject to affirmative resolution procedure.

(6)Nothing in this section or in regulations made under it affects the use or disclosure of information about a person in any other capacity (for example, the use or disclosure of information about a person in that person’s capacity as an officer of the company).]

Textual Amendments

F119Ss. 120A, 120B inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 48(6), 219(1)(2)(b)

[F119120BOffence of failing to comply with regulations under section 120AU.K.

(1)If a company contravenes a restriction on the use or disclosure of information imposed by virtue of regulations under section 120A, an offence is committed by—

(a)the company, and

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

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

(a)in England and Wales, to a fine;

(b)in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.]

Textual Amendments

F119Ss. 120A, 120B inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 48(6), 219(1)(2)(b)

[F120Removal of entries from register of members]U.K.

Textual Amendments

F120S. 121 cross-heaing inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(9), 219(1)(2)(b)

121Removal of entries relating to former membersU.K.

An entry relating to a former member of the company may be removed from the register after the expiration of ten years from the date on which he ceased to be a member.

Special casesU.K.

122Share warrantsU.K.

[F121(1)Until a share warrant issued by a company is surrendered the following are deemed to be the particulars required to be entered in the register of members in respect of the warrant—

(a)the fact of the issue of the warrant,

(b)a statement of the shares included in the warrant, distinguishing each share by its number so long as the share has a number, and

(c)the date of the issue of the warrant.]

(3)The bearer of a share warrant may, if the articles of the company so provide, be deemed a member of the company within the meaning of this Act, either to the full extent or for any purposes defined in the articles.

F122(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)The company is responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant in respect of the shares specified in it without the warrant being surrendered and cancelled.

(6)On the surrender of a share warrant, the date of the surrender must be entered in the register.

123Single member companiesU.K.

(1)If a limited company is formed under this Act with only one member there shall be entered in the company's register of members [F123, with the name and address of the sole member,] a statement that the company has only one member.

(2)If the number of members of a limited company falls to one, or if an unlimited company with only one member becomes a limited company on re-registration, there shall upon the occurrence of that event be entered in the company's register of members [F124, with the name and address of the sole member]

(a)a statement that the company has only one member, and

(b)the date on which the company became a company having only one member.

(3)If the membership of a limited company increases from one to two or more members, there shall upon the occurrence of that event be entered in the company's register of members [F125, with the name and address of the person who was formerly the sole member]

(a)a statement that the company has ceased to have only one member, and

(b)the date on which that event occurred.

(4)If a company makes default in complying with this section, an offence is committed by—

(a)the company, and

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

(5)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Textual Amendments

F123Words in s. 123(1) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(10)(a), 219(1)(2)(b)

F124Words in s. 123(2) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(10)(b), 219(1)(2)(b)

F125Words in s. 123(3) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 46(10)(c), 219(1)(2)(b)

124Company holding its own shares as treasury sharesU.K.

(1)Where a company purchases its own shares in circumstances in which section 724 (treasury shares) applies—

(a)the requirements of section 113 (register of members) need not be complied with if the company cancels all of the shares forthwith after the purchase, and

(b)if the company does not cancel all of the shares forthwith after the purchase, any share that is so cancelled shall be disregarded for the purposes of that section.

(2)Subject to subsection (1), where a company holds shares as treasury shares the company must be entered in the register as the member holding those shares.

SupplementaryU.K.

125Power of court to rectify registerU.K.

[F126(1)If—

(a)the name of any person is, without sufficient cause, entered in or omitted from a company's register of members, or

(b)default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member,

the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.]

[F126(1)If a company’s register of members—

(a)does not include information that it is required to include, or

(b)includes information that it is not required to include,

the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.]

(2)The court may either refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party aggrieved.

(3)On such an application the court may decide any question relating to the title of a person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand, and generally may decide any question necessary or expedient to be decided for rectification of the register.

(4)In the case of a company required by this Act to send a list of its members to the registrar of companies, the court, when making an order for rectification of the register, shall by its order direct notice of the rectification to be given to the registrar.

Textual Amendments

F126S. 125(1) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 47, 219(1)(2)(b)

126Trusts not to be entered on registerU.K.

No notice of any trust, expressed, implied or constructive, shall be entered on the register of members of a company registered in England and Wales or Northern Ireland, or be receivable by the registrar.

127Register to be evidenceU.K.

[F127(1)]The register of members is prima facie evidence of any matters which are by this Act directed or authorised to be inserted in it [F128, except for any matters of which the central register is prima facie evidence by virtue of [F129section 128H] [F129subsection (2)].

[F130(2)The central register is prima facie evidence of any matters about which a company was required to deliver information to the registrar under Chapter 2A by virtue of an election under section 128B at any time before the repeal of that Chapter (including that section) by the Economic Crime and Corporate Transparency Act 2023.

(3)Subsection (2) does not apply to information required to be included in a statement under section 128B(5)(b) or in any updated statement under section 128B(6) before their repeal by that Act.

(4)In this section “the central register” means the register kept by the registrar (see section 1080).]]

Textual Amendments

F127S. 127 renumbered as s. 127(1) (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 1 para. 3(1)

F129Words in s. 127(1) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 1 para. 3(3)

F130S. 127(2)-(4) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 1 para. 3(4)

128Time limit for claims arising from entry in registerU.K.

(1)Liability incurred by a company—

(a)from the making or deletion of an entry in the register of members, or

(b)from a failure to make or delete any such entry,

is not enforceable more than ten years after the date on which the entry was made or deleted or, as the case may be, the failure first occurred.

(2)This is without prejudice to any lesser period of limitation (and, in Scotland, to any rule that the obligation giving rise to the liability prescribes before the expiry of that period).

[F131128ZATransitional provision where information kept on central registerU.K.

(1)Where an election is made under section 128B (option to keep information on central register) at any time before the repeal of that section by the Economic Crime and Corporate Transparency Act 2023—

(a)the company must enter in its register of members all of the information that it would have had to enter in that register if the election had never been made (but see subsection (2)), and

(b)the duty imposed by paragraph (a) is to be treated as having been imposed by the provision which would have required the information to be entered on the register if the election had never been made.

(2)Where, by virtue of section 128E(3)(a), (b) or (c), information delivered to the registrar while the election was in force did not include a date that, but for the election, the company would have had to enter in its register of members (a “relevant date”), the relevant date is to be treated as being the date recorded by the registrar under section 1081(1A).]

Textual Amendments

F131S. 128ZA inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 49(3), 219(1)(2)(b)

[F132[F133CHAPTER 2AU.K.Option to keep information on central register

Textual Amendments

F132Pt. 8 Ch. 2A omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 49(2)(b), 219(1)(2)(b)

128AIntroductionU.K.

(1)This Chapter sets out rules allowing private companies to keep information on the register kept by the registrar instead of entering it in their register of members.

(2)The register kept by the registrar (see section 1080) is referred to in this Chapter as “the central register”.

128BRight to make an electionU.K.

(1)An election may be made under this section—

(a)by the subscribers wishing to form a private company under this Act, or

(b)by the private company itself once it is formed and registered.

(2)In the latter case, the election is of no effect unless, before it is made—

(a)all the members of the company have assented to the making of the election, and

(b)any overseas branch registers that the company was keeping under Chapter 3 have been discontinued and all the entries in those registers transferred to the company's register of members in accordance with section 135.

(3)An election under this section is made by giving notice of election to the registrar.

(4)If the notice is given by subscribers wishing to form a private company—

(a)it must be given when the documents required to be delivered under section 9 are delivered to the registrar, and

(b)it must be accompanied by a statement containing all the information that—

(i)would be required (in the absence of the notice) to be entered in the company's register of members on incorporation of the company, and

(ii)is not otherwise included in the documents delivered under section 9.

(5)If the notice is given by the company, it must be accompanied by—

(a)a statement by the company—

(i)that all the members of the company have assented to the making of the election, and

(ii)if the company was keeping any overseas branch registers, that all such registers have been discontinued and all the entries in them transferred to the company's register of members in accordance with section 135, and

(b)a statement containing all the information that is required to be contained in the company's register of members as at the date of the notice in respect of matters that are current as at that date.

(6)The company must where necessary update the statement sent under subsection (5)(b) to ensure that the final version delivered to the registrar contains all the information that is required to be contained in the company's register of members as at the time immediately before the election takes effect (see section 128C) in respect of matters that are current as at that time.

(7)The obligation in subsection (6) to update the statement includes an obligation to rectify it (where necessary) in consequence of the company's register of members being rectified (whether before or after the election takes effect).

(8)If default is made in complying with subsection (6), an offence is committed by—

(a)the company, and

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

For this purpose a shadow director is treated as an officer of the company.

(9)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(10)A reference in this Chapter to matters that are current as at a given date or time is a reference to—

(a)persons who are members of the company as at that date or time, and

(b)any other matters that are current as at that date or time.

128CEffective date of electionU.K.

(1)An election made under section 128B takes effect when the notice of election is registered by the registrar.

(2)The election remains in force until either—

(a)the company ceases to be a private company, or

(b)a notice of withdrawal sent by the company under section 128J is registered by the registrar,

whichever occurs first.

128DEffect of election on obligations under Chapter 2U.K.

(1)The effect of an election under section 128B on a company's obligations under Chapter 2 is as follows.

(2)The company's obligation to maintain a register of members does not apply with respect to the period when the election is in force.

(3)This means that, during that period—

(a)the company must continue to keep a register of members in accordance with Chapter 2 (a “historic” register) containing all the information that was required to be stated in that register as at the time immediately before the election took effect, but

(b)the company does not have to update that register to reflect any changes that occur after that time.

(4)Subsections (2) and (3) apply to the index of members (if the company is obliged to keep an index of members) as they apply to the register of members.

(5)The provisions of Chapter 2 (including the rights to inspect or require copies of the register and to inspect the index) continue to apply to the historic register and, if applicable, the historic index during the period when the election is in force.

(6)The company must place a note in its historic register—

(a)stating that an election under section 128B is in force,

(b)recording when that election took effect, and

(c)indicating that up-to-date information about its members is available for public inspection on the central register.

(7)Subsections (7) and (8) of section 113 apply if a company makes default in complying with subsection (6) as they apply if a company makes default in complying with that section.

(8)The obligations under this section with respect to a historic register and historic index do not apply in a case where the election was made by subscribers wishing to form a private company.

128EDuty to notify registrar of changesU.K.

(1)The duty under subsection (2) applies during the period when an election under section 128B is in force.

(2)The company must deliver to the registrar any relevant information that the company would during that period have been obliged under this Act to enter in its register of members, had the election not been in force.

(3)Relevant information” means information other than—

(a)the date mentioned in section 113(2)(b) (date when person registered as member),

(b)the date mentioned in section 123(3)(b) (date when membership of limited company increases from one to two or more members), and

(c)the dates mentioned in the following provisions, but only in cases where the date to be recorded in the central register is to be the date on which the document containing information of the relevant change is registered by the registrar—

(i)section 113(2)(c) (date when person ceases to be member),

(ii)section 123(2)(b) (date when company becomes single member company).

(4)The relevant information must be delivered as soon as reasonably practicable after the company becomes aware of it and, in any event, no later than the time by which the company would have been required to enter the information in its register of members.

(5)In a case of the kind described in subsection (3)(c), the company must, when it delivers information under subsection (2) of the relevant change, indicate to the registrar that, in accordance with section 1081(1A), the date to be recorded in the central register is to be the date on which the document containing that information is registered by the registrar.

(6)If default is made in complying with this section, an offence is committed by—

(a)the company, and

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

For this purpose a shadow director is treated as an officer of the company.

(7)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

128FInformation as to state of central registerU.K.

(1)When a person inspects or requests a copy of material on the central register relating to a company in respect of which an election under section 128B is in force, the person may ask the company to confirm that all information that the company is required to deliver to the registrar under this Chapter has been delivered.

(2)If a company fails to respond to a request under subsection (1), an offence is committed by—

(a)the company, and

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

(3)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.

128GPower of court to order company to remedy default or delayU.K.

(1)This section applies if—

(a)the name of a person is without sufficient cause included in, or omitted from, information that a company delivers to the registrar under this Chapter concerning its members, or

(b)default is made or unnecessary delay takes place in informing the registrar under this Chapter of—

(i)the name of a person who is to be a member of the company, or

(ii)the fact that a person has ceased or is to cease to be a member of the company.

(2)The person aggrieved, or any member of the company, or the company, may apply to the court for an order—

(a)requiring the company to deliver to the registrar the information (or statements) necessary to rectify the position, and

(b)where applicable, requiring the registrar to record under section 1081(1A) the date determined by the court.

(3)The court may either refuse the application or may make the order and order the company to pay any damages sustained by any party aggrieved.

(4)On such an application the court may decide—

(a)any question relating to the title of a person who is a party to the application to have the person's name included in or omitted from information delivered to the registrar under this Chapter about the company's members, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand, and

(b)any question necessary or expedient to be decided for rectifying the position.

(5)Nothing in this section affects a person's rights under section 1095 or 1096 (rectification of register on application to registrar or under court order).

128HCentral register to be evidenceU.K.

(1)The central register is prima facie evidence of any matters about which a company is required to deliver information to the registrar under this Chapter.

(2)Subsection (1) does not apply to information to be included in a statement under section 128B(5)(b) or in any updated statement under section 128B(6).

128ITime limits for claims arising from delivery to registrarU.K.

(1)Liability incurred by a company—

(a)from the delivery to the registrar of information under this Chapter, or

(b)from a failure to deliver any such information,

is not enforceable more than 10 years after the date on which the information was delivered or, as the case may be, the failure first occurred.

(2)This is without prejudice to any lesser period of limitation (and, in Scotland, to any rule that the obligation giving rise to the liability prescribes before the expiry of that period).

128JWithdrawing the electionU.K.

(1)A company may withdraw an election made by or in respect of it under section 128B.

(2)Withdrawal is achieved by giving notice of withdrawal to the registrar.

(3)The withdrawal takes effect when the notice is registered by the registrar.

(4)The effect of withdrawal is that the company's obligation under Chapter 2 to maintain a register of members applies from then on with respect to the period going forward.

(5)This means that, when the withdrawal takes effect—

(a)the company must enter in its register of members all the information that is required to be contained in that register in respect of matters that are current as at that time,

(b)the company must also retain in its register all the information that it was required under section 128D(3)(a) to keep in a historic register while the election was in force, but

(c)the company is not required to enter in its register information relating to the period when the election was in force that is no longer current.

(6)The company must place a note in its register of members—

(a)stating that the election under section 128B has been withdrawn,

(b)recording when that withdrawal took effect, and

(c)indicating that information about its members relating to the period when the election was in force that is no longer current is available for public inspection on the central register.

(7)Subsections (7) and (8) of section 113 apply if a company makes default in complying with subsection (6) as they apply if a company makes default in complying with that section.

128KPower to extend option to public companiesU.K.

(1)The Secretary of State may by regulations amend this Act—

(a)to extend sections 128A to 128J (with or without modification) to public companies or public companies of a class specified in the regulations, and

(b)to make such other amendments as the Secretary of State thinks fit in consequence of that extension.

(2)Regulations under this section are subject to affirmative resolution procedure.]]

Chapter 3U.K.Overseas branch registers

129Overseas branch registersU.K.

(1)A company having a share capital may, if it transacts business in a country or territory to which this Chapter applies, cause to be kept there a branch register of members resident there (an “overseas branch register”).

(2)This Chapter applies to—

(a)any part of Her Majesty's dominions outside the United Kingdom, the Channel Islands and the Isle of Man, and

(b)the countries or territories listed below.