http://www.legislation.gov.uk/ukpga/2006/46/section/139Companies Act 2006 An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.texttext/xmlenStatute Law Database2026-07-16Expert Participation2026-07-09 Companies Act 2006s. 479A(2)(c)(zi)The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019reg. 4(b)(i)reg. 2Companies Act 2006Sch. 10 para. 6(2D)The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019reg. 28(e)reg. 2Companies Act 2006Sch. 10 para. 7(2A)The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019reg. 29(b)reg. 2Companies Act 2006ActThe Companies (Revision of Defective Accounts and Reports) (Amendment) Regulations 2013reg. 4reg. 1(1)Companies Act 2006ActThe Companies (Revision of Defective Accounts and Reports) (Amendment) Regulations 2013reg. 9(a)reg. 1(1)Companies Act 2006Sch. 11A para. 17E-17GEnglish Devolution and Community Empowerment Act 2026Sch. 36 para. 35s. 108(6) Part 8Chapter 41391Where shares in a company are held on trust for the purposes of a pension scheme or employees' share scheme, there shall be disregarded for the purposes of section 138 any residual interest that has not vested in possession.2A “residual interest” means a right of the company or subsidiary (“the residual beneficiary”) to receive any of the trust property in the event of—aall the liabilities arising under the scheme having been satisfied or provided for, orbthe residual beneficiary ceasing to participate in the scheme, orcthe trust property at any time exceeding what is necessary for satisfying the liabilities arising or expected to arise under the scheme.3In subsection (2)—athe reference to a right includes a right dependent on the exercise of a discretion vested by the scheme in the trustee or another person, andbthe reference to liabilities arising under a scheme includes liabilities that have resulted, or may result, from the exercise of any such discretion.4For the purposes of this section a residual interest vests in possession—ain a case within subsection (2)(a), on the occurrence of the event mentioned there (whether or not the amount of the property receivable pursuant to the right is ascertained);bin a case within subsection (2)(b) or (c), when the residual beneficiary becomes entitled to require the trustee to transfer to him any of the property receivable pursuant to the right.5In this section “pension scheme” means a scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees.6In subsection (5)—a“relevant benefits” means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death; andb“employee” shall be read as if a director of a company were employed by it.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. 2Pts. 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))