Part 36

Offences under the Companies Acts and financial penalties

Liability of officer in default

Liability of company as officer in default
1122
1
Where a company is an officer of another company, it does not commit an offence as an officer in default unless one of its officers is in default.
2
Where any such offence is committed by a company the officer in question also commits the offence and is liable to be proceeded against and punished accordingly.
3
In this section “officer” and “in default” have the meanings given by section 1121.
S. 1122 wholly in force at 1.10.2009; s. 1122 not in force at Royal Assent, see s. 1300; s. 1122 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1122 in force for further specified purposes at 6.4.2007 by S.I. 2007/1093, art. 2(2)(c) (with art. 11(1)); s. 1122 in force for further specified purposes at 1.10.2007 by S.I. 2007/2194, art. 2(1)(l)(3)(h) (with saving in art. 12); s. 1122 in force for further specified purposes at 6.4.2008 and 1.10.2008 by S.I. 2007/3495, arts. 3(3)(g){5(3)(a)} (with savings in arts. 7, 12); s. 1122 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(s) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)
S. 1122 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 4(1)(e)} (with transitional provisions in Sch. 1 para. 2)
S. 1122 applied (6.4.2007) by The Companies Acts (Unregistered Companies) Regulations 2007 (S.I. 2007/318), reg. 3, Sch. (with reg. 6)
S. 1122 applied (6.4.2008) by The Insurance Accounts Directive (Miscellaneous Insurance Undertakings) Regulations 2008 (S.I. 2008/565), reg. 6(3)(4)
S. 1122 applied (6.4.2008) by The Insurance Accounts Directive (Miscellaneous Insurance Undertakings) Regulations 2008 (S.I. 2008/565), reg. 12(6)
Ss. 1121, 1122 applied (with modifications) (1.10.2008) by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (S.I. 2008/1911), reg. 49 (as amended (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 85, Sch. 3 para. 15(4))
Ss. 1121-1123 applied (6.4.2008) by The Partnerships (Accounts) Regulations 2008 (S.I. 2008/569), reg. 16(4)(a)
S. 1122 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 70
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
S. 1122 applied (with modifications) (E.W.) (2.1.2013) by The Charitable Incorporated Organisations (General) Regulations 2012 (S.I. 2012/3012), regs. 1, 23(5)(6)(8)
Pts. 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))
Ss. 1121-1123 applied (with modifications) (N.I.) (5.9.2022) by 1970 c. 18, Sch. 8A para. 5(4)-(6) (as inserted by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), s. 69(1), Sch. 5 para. 3; S.I. 2022/876, reg. 4(c))
Ss. 1121-1123 applied (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 S.I. 2014/309, reg. 16BA(4) (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 212, 219(1)(2)(b))
Ss. 1121-1123 applied (with modifications) (E.W.) (5.9.2022) by 2002 c. 9, Sch. 4A para. 6(4)-(6) (as inserted by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), s. 69(1), Sch. 3 para. 3; S.I. 2022/876, reg. 4(c))
Ss. 1121-1123 applied (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by S.I. 2014/309, reg. 16(4) (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 212, 219(1)(2)(b); S.I. 2024/269, reg. 2(z65))
Ss. 1121, 1122 applied (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(3)(g)(ii), Sch. 4 para. 19(a)
Ss. 1121-1123 applied (with modifications) (S.) (5.9.2022) by 2012 asp 5, s. 112A(6)-(8) (as inserted by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), s. 69(1), Sch. 4 para. 7; S.I. 2022/876, reg. 4(c))
Ss. 1121-1123 applied (with modifications) (1.8.2022 for specified purposes, 12.10.2022 in so far as not already in force) by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), ss. 35, 69(1); S.I. 2022/876, reg. 3(j); S.I. 2022/1039, reg. 2(a)
S. 1122 applied by S.I. 2008/565, reg. 13 (as substituted (with effect in accordance with reg. 2(4) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 2 para. 12 (with reg. 2(6)(7)))
Words in Pt. 36 heading inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 104(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z41)
Ss. 1121-1123 applied (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by S.I. 2014/309, reg. 16BA(4) (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 212, 219(1)(2)(b); S.I. 2024/269, reg. 2(z65))