Companies Act 1947

1. Introductory Text

2. PART I Management and Administration.

   1. Meetings and proceedings.

      1. 1. Preliminary amendments as to annual general meeting.

      2. 2. Length of notice of meetings and of business thereat.

      3. 3. Circulation of members' resolutions, etc.

      4. 4. Right to demand a poll.

      5. 5. Voting at meetings.

      6. 6. Meetings attended by single member.

      7. 7. Exemption from obligation to print certain resolutions, etc.

      8. 8. Penalty for failure to keep minutes of proceedings.

   2. Minorities.

      1. 9. Alternative remedy to winding up in cases of oppression.

      2. 10. Extension of time limit under s. 61 (2) of principal Act.

      3. 11. Acquisition of shares of shareholders dissenting from scheme or contract approved by majority.

   3. Accounts, directors' report and audit.

      1. 12. Books of account.

      2. 13. Contents of balance sheet and profit and loss account.

      3. 14. Obligation to lay group accounts before holding company.

      4. 15. Form of group accounts.

      5. 16. Contents of group accounts.

      6. 17. Financial year of holding company and subsidiary.

      7. 18. Meaning of " holding company " and " subsidiary. ".

      8. 19. Directors' report.

      9. 20. General provision as to liability of directors for defective accounts.

      10. 21. Signature and copies of accounts.

      11. 22. Extension of rights and duties of auditors.

      12. 23. Extension of disqualifications for appointment as auditor.

      13. 24. Appointment and remuneration of auditors.

      14. 25. Construction of references to documents annexed to accounts.

   4. Appointment, etc., of directors and secretary.

      1. 26. Director and secretary.

      2. 27. Particulars of directors and secretaries.

      3. 28. Appointment of directors to be voted on individually.

      4. 29. Removal of directors.

      5. 30. Retirement of directors under age limit.

      6. 31. Duty to disclose age to company.

      7. 32. Amendment of s. 140 of principal Act.

      8. 33. Power to restrain fraudulent persons from managing companies.

   5. Payments to directors.

      1. 34. Prohibition of tax free payments to directors.

      2. 35. Prohibition of loans to directors.

      3. 36. Payments received by directors for loss of office or on retirement.

   6. Disclosure of payments to and interest of officers.

      1. 37. Register of directors' shareholdings, etc.

      2. 38. Particulars in accounts of directors' salaries, pensions, etc.

      3. 39. Particulars in accounts of loans to officers.

      4. 40. Information as to compromises with creditors and members.

      5. 41. General duty to make disclosure.

   7. Investigations.

      1. 42. Inspection of company's affairs on application Of members.

      2. 43. Inspection of company's affairs in other cases.

      3. 44. Proceedings on inspector's report.

      4. 45. Expenses of inspection of company's affairs.

      5. 46. Appointment and powers of inspectors to investigate ownership of company.

      6. 47. Power to require information as to persons interested in shares or debentures.

      7. 48. Power to impose restrictions on shares or debentures.

      8. 49. Saving for solicitors and bankers.

   8. Register of members and annual return.

      1. 50. Power to keep register where made up.

      2. 51. Contents of register of members.

      3. 52. Preparation, etc., of annual return.

      4. 53. Contents of annual return.

      5. 54. Inclusion in annual return of accounts of private companies.

      6. 55. Signature of annual return, etc., and penalty for false statements.

   9. Registered office and name.

      1. 56. Establishment of registered office.

      2. 57. Amendments as to publication of name.

      3. 58. Extension of Registration of Business Names Act, 1916, to companies.

3. PART II Share Capital and Debentures.

   1. Allotment.

      1. 59. Applications for, and allotment of, shares and debentures.

      2. 60. Allotment of shares and debentures to be dealt in on stock exchange.

   2. Prospectus.

      1. 61. Facts to be stated in prospectus to which s. 35 of principal Act applies.

      2. 62. Reports to be set out in prospectus to which s. 35 of the principal Act applies.

      3. 63. Issue and registration of prospectus.

      4. 64. Exclusion of s. 35 and relaxation of Fourth Schedule in case of certain prospectuses.

      5. 65. Civil liability for mis-statements in prospectus.

      6. 66. Criminal liability for mis-statements in prospectus.

      7. 67. Statements in lieu of prospectus.

      8. 68. Interpretation of provisions relating to prospectuses, etc.

   3. Other provisions as to shares and debentures.

      1. 69. Numbering of shares.

      2. 70. Certification of transfers.

      3. 71. Redeemable preference shares.

      4. 72. Application of premiums received on issue of shares.

      5. 73. Amendment of s. 45 of principal Act.

      6. 74. Register of debenture holders.

      7. 75. Liability of trustees for debenture holders.

4. PART III Constitution of Companies and Matters Incidental Thereto.

   1. 76. Alteration of company's objects.

   2. 77. Additional power to alter memorandum.

   3. 78. Prohibition of registration of companies by undesirable names.

   4. 79. Extension of s. 18 of principal Act to certain companies after formation.

   5. 80. Membership of holding company.

   6. 81. Fees on registration.

   7. 82. Documents of and relating to Scottish companies.

5. PART IV Enforcement and Registration of Charges.

   1. Receivers and managers.

      1. 83. Disqualification of undischarged bankrupt from acting as receiver or manager.

      2. 84. Provisions as to information where receiver or manager appointed.

      3. 85. Special provisions as to statement submitted to receiver.

      4. 86. Enforcement of duty of receiver to make returns, etc.

      5. 87. Receivers appointed out of court.

      6. 88. Explanation of terms.

   2. Registration of Charge.

      1. 89. Registration of charges.

6. PART V Winding Up.

   1. 90. Modification of grounds on which winding up order may be made.

   2. 91. Amendments as to preferential payments.

   3. 92. Amendments as to fraudulent preference.

   4. 93. Effect of floating charge.

   5. 94. Amendments as to declaration of solvency in voluntary winding up.

   6. 95. Miscellaneous amendments as to meetings in winding up.

   7. 96. Miscellaneous amendments as to proceedings in or in connection with winding up.

   8. 97. Miscellaneous amendments as to information relating to windings up.

   9. 98. Unclaimed assets while liquidation proceeding.

   10. 99. Liability for rentcharge on company's land after dissolution or disclaimer.

   11. 100. Property of dissolved company.

   12. 101. Miscellaneous amendments as to civil and criminal liability.

7. PART VI Offences and Legal Proceedings.

   1. 102. Production and inspection of books where offence suspected.

   2. 103. Proceedings on indictment in Scotland against bodies corporate.

   3. 104. Extension of time limit for summary proceedings.

   4. 105. Amendments as to persons liable for certain offences.

   5. 106. Procedure on application for confirmation of reduction of share capital.

8. PART VII Companies Not Registered under principal Act.

   1. Companies incorporated in Great Britain.

      1. 107. Application of this Act to certain companies not formed under principal Act.

      2. 108. Application of certain provisions to other unregistered companies.

      3. 109. Documents relating to companies wound up under repealed Acts.

   2. Companies incorporated outside Great Britain.

      1. 110. Prospectus of foreign company.

      2. 111. Power of foreign companies to hold land.

      3. 112. Accounts of foreign companies.

      4. 113. List of directors.

      5. 114. Publication of name.

9. PART VIII Amendments etc. of Acts other than principal Act.

   1. 115. Bankruptcy.

   2. 116. Registration of business names.

   3. 117. Prevention of fraud (unit trusts).

   4. 118. Consequential amendments.

10. PART IX General.

    1. 119. Form of registers, etc.

    2. 120. Power to vary certain provisions by regulation or order.

    3. 121. Laying of regulations and orders.

    4. 122. Construction and application of principal Act and this Act.

    5. 123. Short title, citation, commencement and repeal.

11. SCHEDULES.

    1. FIRST SCHEDULE

       ACCOUNTS.

       1. PART I General Provisions as to Balance Sheet and Profit and Loss Account.

          1. A. Balance Sheet.

          2. B. Profit and Loss Account.

       2. PART II Special Provisions where the Company is a Holding or Subsidiary Company.

          1. A. Modifications of and additions to requirements as to company's own accounts.

             1. 1. (1) This paragraph shall apply where the company is a...

             2. 2. (1) The balance sheet of a company which is a...

          2. B. Consolidated Accounts of Holding Company and Subsidiaries.

             1. 3. Subject to the following paragraphs of this Part of this...

             2. 4. Subject as aforesaid and to Part III of this Schedule,...

             3. 5. Section one hundred and twenty-eight of the principal Act and...

             4. 6. Paragraph 4 of Part I of this Schedule shall not...

             5. 7. In relation to any subsidiaries of the holding company not...

             6. 8. In relation to any subsidiaries (whether or not dealt with...

       3. PART III Exceptions for Special Classes of Company.

          1. 1. (1) A banking or discount company shall not be subject...

          2. 2. (1) In relation to an assurance company within the meaning...

          3. 3. (1) A company to which this paragraph applies shall not...

          4. 4. Where a company entitled to the benefit of any provision...

       4. PART IV Interpretation of Schedule.

          1. 1. (1) For the purposes of this Schedule, unless the context...

          2. 2. For the purposes aforesaid, the expression " quoted investment "...

    2. SECOND SCHEDULE

       Matters to be expressly stated in auditors' report.

       1. 1. Whether they have obtained all the information and explanations which...

       2. 2. Whether, in their opinion, proper books of account have been...

       3. 3. (1) Whether the company's balance sheet and (unless it is...

       4. 4. In the case of a holding company submitting group accounts...

    3. THIRD SCHEDULE

       Conditions as to interests in shares and debentures of exempt private company.

       1. Basic conditions.

          1. 1. The basic conditions as to the shares or debentures of...

       2. Exceptions for normal dealings of a business nature.

          1. 2. (1) The rules contained in the following sub-paragraphs of this...

       3. Exceptions for cases of death and for family settlements.

          1. 3. (1) The basic conditions shall be subject to exceptions for—...

       4. Exception for cases of disability.

          1. 4. Where the person entitled to any share or debenture or...

       5. Exception for trusts for employees.

          1. 5. The basic conditions shall be subject to an exception for...

       6. Exception for shares held by exempt private companies.

          1. 6. (1) The first of the basic conditions shall be subject...

       7. Exception for banking or finance company providing capital.

          1. 7. (1) The first of the basic conditions shall be subject...

       8. Exceptions for bankruptcies, liquidations, etc.

          1. 8. The basic conditions shall be subject to exceptions for—

       9. Meaning of " banking or finance company.".

          1. 9. In this Schedule the expression " banking or finance company"...

    4. FOURTH SCHEDULE

       Amendments of Third and Fifth Schedules to Principal Act.

       1. 1. In the Third Schedule to the principal Act, there shall,...

       2. 2. (1) In the said Third Schedule there shall be inserted...

       3. 3. (1) Both in the said Third Schedule and in the...

       4. 4. In both the said Schedules there shall be inserted at...

       5. 5. (1) In the said Third Schedule immediately after the entry...

    5. FIFTH SCHEDULE

       Amendments as to Persons Liable for Defaults under Principal Act.

    6. SIXTH SCHEDULE

       Provisions applied to unregistered companies.

    7. SEVENTH SCHEDULE

       Amendments of Provisions of Principal Act Referring to Officers.

       1. 1. There shall be left out— (a) the words " director,...

       2. 2. In subsection (3) of the said section two hundred and...

    8. EIGHTH SCHEDULE

       Enactments of Principal Act Applied.

    9. NINTH SCHEDULE

       Enactments Repealed.

       1. PART I Enactments of Principal Act Repealed.

          1. Enactments contained in Part I.

          2. Enactments contained in Part II.

          3. Enactments contained in Part III.

          4. Enactments contained in Part IV.

          5. Enactments contained in Part V.

          6. Enactment contained in Part VI.

          7. Enactment contained in Part IX.

          8. Enactment contained in Part XII.

          9. Enactments contained in the Schedules.

       2. PART II Enactments of Registration of Business Names Act, 1916, Repealed.