Companies Act 1948
PART IIncorporation of Companies and Matters incidental thereto.
Memorandum of Association.
1Mode of forming incorporated company.
2Requirements with respect to memorandum.
3Stamp and signature of memorandum.
4Restriction on alteration of memorandum.
5Mode in which and extent to which objects of company may be altered.
Articles of Association.
6Articles prescribing regulations for companies.
7Regulations required in case of unlimited company or company limited by guarantee.
8Adoption and application of Table A.
9Printing, stamp, and signature of articles.
10Alteration of articles by special resolution.
Form of Memorandum and Articles.
11Statutory forms of memorandum and articles.
Registration.
12Registration of memorandum and articles.
13Effect of registration.
14Power of company to hold lands.
15Conclusiveness of certificate of incorporation.
16Registration of unlimited company as limited.
Provisions with respect to Names of Companies.
17Prohibition of registration of companies by undesirable names.
18Change of name.
19Power to dispense with “limited ” in name of charitable and other companies.
General Provisions with respect to Memorandum and Articles.
20Effect of memorandum and articles.
21Provision as to memorandum and articles of companies limited by guarantee.
22Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.
23Power to alter conditions in memorandum which could have been contained in articles.
24Copies of memorandum and articles to be given to members.
25Issued copies of memorandum to embody alterations.
Membership of Company.
26Definition of member.
27Membership of holding company.
Private Companies.
28Meaning of “private company ”.
29Consequences of default in complying with conditions constituting a company a private company.
30Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be private company.
Reduction of Number of Members below Legal Minimum.
31Members severally liable for debts where business carried on with fewer than seven, or in case of private company two, members.
Contracts, &c.
32Form or contracts.
33Bills of exchange and promissory notes.
34Execution of deeds abroad.
35Power for company to have official seal for use abroad.
Authentication of Documents.
36Authentication of documents.
PART IIShare Capital and Debentures.
Prospectus.
37Dating of prospectus.
38Matters to be stated and reports to be set out in prospectus.
39Exclusion of foregoing section and relaxation of Fourth Schedule in case of certain prospectuses.
40Expert's consent to issue of prospectus containing statement by him.
41Registration of prospectus.
42Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.
43Civil liability for mis-statements in prospectus.
44Criminal liability for mis-statements in prospectus.
45Document containing offer of shares or debentures for sale to be deemed prospectus.
46Interpretation of provisions relating to prospectuses.
Allotment.
47Prohibition of allotment unless minimum subscription received.
48Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.
49Effect of irregular allotment.
50Applications for, and allotment of, shares and debentures.
51Allotment of shares and debentures to be dealt in on stock exchange.
52Return as to allotments.
Commissions and Discounts, &c.
53Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c.
54Prohibition of provision of financial assistance by company for purchase of or subscription for its own, or its holding company's, shares.
Construction of References to offering Shares or Debentures to the Public.
55Construction of references to offering shares or debentures to the public.
Issue of Shares at Premium and Discount and Redeemable Preference Shares.
56Application of premiums received on issue of shares.
57Power to issue shares at a discount.
58Power to issue redeemable preference shares.
Miscellaneous Provisions as to Share Capital.
59Power of company to arrange for different amounts being paid on shares.
60Reserve liability of limited company.
61Power of company limited by shares to alter its share capital.
62Notice to registrar of consolidation of share capital, conversion of shares into stock, &c.
63Notice of increase of share capital.
64Power of unlimited company to provide for reserve share capital on re-registration.
65Power of company to pay interest out of capital in certain cases.
Reduction of Share Capital.
66Special resolution for reduction of share capital.
67Application to court for confirming order, objections by creditors, and settlement of list of objecting creditors.
68Order confirming reduction and powers of court on making such order.
69Registration of order and minute of reduction.
70Liability of members in respect of reduced shares.
71Penalty for concealing name of creditor, &c.
Variation of Shareholders' Rights.
72Rights of holders of special classes of shares.
Transfer of Shares and Debentures, Evidence of Title, &c.
73Nature of shares.
74Numbering of shares.
75Transfer not to be registered except on production of instrument of transfer.
76Transfer by personal representative.
77Registration of transfer at request of transferor.
78Notice of refusal to register transfer.
79Certification of transfers.
80Duties of company with respect to issue of certificates.
81Certificate to be evidence of title.
82Evidence of grant of probate.
83Issue and effect of share warrants to bearer.
84Penalty for personation of shareholder.
85Offences in connection with share warrants in Scotland.
Special Provisions as to Debentures.
86Provisions as to registers of debenture holders.
87Rights of inspection of register of debenture holders and to copies of register and trust deed.
88Liability of trustees for debenture holders.
89Perpetual debentures.
90Power to re-issue redeemed debentures in certain cases.
91Saving, in case of re-issued debentures, of rights of certain mortgagees.
92Specific performance of contracts to subscribe for debentures.
93Validity of debentures to bearer in Scotland.
94Payment of certain debts out of assets subject to floating charge in priority to claims under the charge.
PART IIIRegistration of Charges.
Registration of Charges with Registrar of Companies.
95Registration of charges created by companies registered in England.
96Duty of company to register charges created by company.
97Duty of company to register charges existing on property acquired.
98Register of charges to be kept by registrar of companies.
99Endorsement of certificate of registration on debentures.
100Entries of satisfaction and release of property from charge.
101Rectification of register of charges.
102Registration of enforcement of security.
Provisions as to Company's Register of Charges and as to Copies of Instruments creating Charges.
103Copies of instruments creating charges to be kept by company.
104Company's register of charges.
105Right to inspect copies of instruments creating mortgages and charges and company's register of charges.
Application of Part III to Companies incorporated outside England.
106Application of Part III to charges created, and property subject to charge acquired, by company incorporated outside England.
PART IVManagement and Administration.
Registered Office and Name.
107Registered office of company.
108Publication of name by company.
Restrictions on Commencement of Business.
109Restrictions on commencement of business.
Register of Members.
110Register of members.
111Index of members.
112Provisions as to entries in register in relation to share warrants.
113Inspection of register and index.
114Consequences of failure to comply with requirements as to register owing to agent's default.
115Power to close register.
116Power of court to rectify register.
117Trusts not to be entered on register in England.
118Register to be evidence.
Dominion Register.
119Power for company to keep dominion register.
120Regulations as to dominion register.
121Stamp duties in case of shares registered in dominion registers.
122Power to extend provisions as to dominion registers to other countries.
123Provisions as to branch registers of dominion companies kept in the United Kingdom.
Annual Return.
124Annual return to be made by company having a share capital.
125Annual return to be made by company not having a share capital.
126Time for completion of annual return.
127Documents to be annexed to annual return.
128Certificates to be sent by private company with annual return.
129Exemption, in certain cases, of private companies from requirements of s.127.
Meetings and Proceedings.
130Statutory meeting and statutory report.
131Annual general meeting.
132Convening of extraordinary general meeting on requisition.
133Length of notice for calling meetings.
134General provisions as to meetings and votes.
135Power of court to order meeting.
136Proxies.
137Right to demand a poll.
138Voting on a poll.
139Representation of corporations at meetings of companies and of creditors.
140Circulation of members' resolutions, &c.
141Extraordinary and special resolutions.
142Resolutions requiring special notice.
143Registration and copies of certain resolutions and agreements.
144Resolutions passed at adjourned meetings.
145Minutes of proceedings of meetings of company and of directors and managers.
146Inspection of minute books.
Accounts and Audit.
147Keeping of books of account.
148Profit and loss account and balance sheet.
149General provisions as to contents and form of accounts.
150Obligation to lay group accounts before holding company.
151Form of group accounts.
152Contents of group accounts.
153Financial year of holding company and subsidiary.
154Meaning of “holding company ” and “subsidiary ”.
155Signing of balance sheet.
156Accounts and auditors' report to be annexed to balance sheet.
157Directors report to be attached to balance sheet.
158Right to receive copies of balance sheets and auditors' report.
159Appointment and remuneration of auditors.
160Provisions as to resolutions relating to appointment and removal of auditors.
161Disqualifications for appointment as auditor.
162Auditors' report and right of access to books and to attend and be heard at general meetings.
163Construction of references to documents annexed to accounts.
Inspection.
164Investigation of company's affairs on application of members.
165Investigation of company's affairs in other cases.
166Power of inspectors to carry investigation into affairs of related companies.
167Production of documents, and evidence, on investigation.
168Inspectors' report.
169Proceedings on inspectors' report.
170Expenses of investigation of company's affairs.
171Inspectors' report to be evidence.
172Appointment and powers of inspectors to investigate ownership of company.
173Power to require information as to persons interested in shares or debentures.
174Power to impose restrictions on shares or debentures.
175Saving for solicitors and bankers.
Directors and other Officers.
176Directors.
177Secretary.
178Prohibition of certain persons being sole director or secretary.
179Avoidance of acts done by person in dual capacity as director and secretary.
180Validity of acts of directors.
181Restrictions on appointment or advertisement of director.
182Share qualifications of directors.
183Appointment of directors to be voted on individually.
184Removal of directors.
185Retirement of directors under age limit.
186Duty of directors to disclose age to company.
187Provisions as to undischarged bankrupts acting as directors.
188Power to restrain fraudulent persons from managing companies.
189Prohibition of tax-free payments to directors.
190Prohibition of loans to directors.
191Approval of company requisite for payment by it to director for loss of office, &c.
192Approval of company requisite for any payment, in connection with transfer of its property, to director for loss of office, &c.
193Duty of director to disclose payment for loss of office, &c, made in connection with transfer of shares in company.
194Provisions supplementary to three foregoing sections.
195Register of directors' shareholdings, &c.
196Particulars in accounts of directors' salaries, pensions, &c.
197Particulars in accounts of loans to officers, &c.
198General duty to make disclosure for purposes of three foregoing sections.
199Disclosure by directors of interests in contracts.
200Register of directors and secretaries.
201Particulars with respect to directors in trade catalogues, circulars, &c.
202Limited company may have directors with unlimited liability.
203Special resolution of limited company making liability of directors unlimited.
204Provisions as to assignment of office by directors.
Avoidance of Provisions in Articles or Contracts relieving Officers from Liability.
205Provisions as to liability of officers and auditors.
Arrangements and Reconstructions.
206Power to compromise, with creditors and members.
207Information as to compromises with creditors and members.
208Provisions for facilitating reconstruction and amalgamation of companies.
209Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.
Minorities.
210Alternative remedy to winding up in cases of oppression.
PART VWinding Up.
(i) PRELIMINARY
Modes of Winding Up.
211Modes of winding up.
Contributories.
212Liability as contributories of present and past members.
213Definition of “contributory ”.
214Nature of liability of contributory.
215Contributories in case of death, of member.
216Contributories in case of bankruptcy of member.
217Provision as to married women.
(ii) WINDING UP BY THE COURT
Jurisdiction.
218Jurisdiction to wind up companies registered in England.
219Transfer of proceedings from one court to another and statement of case by county court.
220Jurisdiction to wind up companies registered in Scotland.
221Power in Scotland to remit winding up to Lord Ordinary.
Cases in which Company may be wound up by Court.
222Circumstances in which company may be wound up by court.
223Definition of inability to pay debts.
Petition for Winding Up and Effects thereof.
224Provisions as to applications for winding up.
225Powers of court on hearing petition.
226Power to stay or restrain proceedings against company.
227Avoidance of dispositions of property, &c, after commencement of winding up.
228Avoidance of attachments, &c, in case of English company, and in case of effects in England of Scottish company.
Commencement of Winding Up.
229Commencement of winding up by the court.
Consequences of Winding-up Order.
230Copy of order to be forwarded to registrar.
231Actions stayed on winding-up order.
232Effect of winding-up order.
Official Receiver in English Winding Up.
233Official receiver in bankruptcy to be official receiver for winding-up purposes.
234Appointment of official receiver by court in certain cases.
235Statement of company's affairs to be submitted to official receiver.
236Report by official receiver.
Liquidators.
237Power of court to appoint liquidators.
238Appointment and powers of provisional liquidator.
239Appointment, style, &c, of liquidators in England.
240Provisions where person other than official receiver is appointed liquidator.
241Provisions as to liquidators in Scotland.
242General provisions as to liquidators.
243Custody of company's property.
244Vesting of property of company in liquidator.
245Powers of liquidator.
246Exercise and control of liquidator's powers in England.
247Books to be kept by liquidator in England.
248Payments of liquidator in England into bank.
249Audit of liquidator's accounts in England.
250Control of Board of Trade over liquidators in England.
251Release of liquidators in England.
Committees of Inspection.
252Meetings of creditors and contributories to determine whether committee of inspection shall be appointed.
253Constitution and proceedings of committee of inspection.
254Powers of Board of Trade in England where no committee of inspection.
255Additional powers of committee of inspection in Scotland.
General Powers of Court in case of Winding up by Court.
256Power to stay winding up.
257Settlement of list of contributories and application of assets.
258Delivery of property to liquidator.
259Payment of debts due by contributory to company and extent to which set-off allowed.
260Power of court to make calls.
261Payment into Bank of moneys due to company.
262Order on contributory conclusive evidence.
263Appointment in England of special manager.
264Power to exclude creditors not proving in time.
265Adjustment of rights of contributories.
266Inspection of books by creditors and contributories.
267Power to order costs of winding up to be paid out of assets.
268Power to summon persons suspected of having property of company, &c.
269Attendance of officers of company at meetings of creditors, &c, in Scotland.
270Power in England to order public examination of promoters and officers.
271Power to arrest absconding contributory.
272Powers of court cumulative.
273Delegation to liquidator of certain powers of court in England.
274Dissolution of company.
Enforcement of and Appeal from Orders.
275Order for calls on contributories in Scotland.
276Enforcement throughout United Kingdom of orders made in winding up.
277Appeals from orders in Scotland.
(iii) VOLUNTARY WINDING UP
Resolutions for, and Commencement of, Voluntary Winding Up.
278Circumstances in which company may be wound up voluntarily.
279Notice of resolution to wind up voluntarily.
280Commencement of voluntary winding up.
Consequences of Voluntary Winding Up.
281Effect of voluntary winding up on business and status of company.
282Avoidance of transfers, &c., after commencement of voluntary winding up.
Declaration of Solvency.
283Statutory declaration of solvency in case of proposal to wind up voluntarily.
Provisions applicable to a Members' Voluntary Winding Up.
284Provisions applicable to a members' winding up.
285Power of company to appoint and fix remuneration of liquidators.
286Power to fill vacancy in office of liquidator.
287Power of liquidator to accept shares, &c, as consideration for sale of property of company.
288Duty of liquidator to call creditors' meeting in case of insolvency.
289Duty of liquidator to call general meeting at end of each year.
290Final meeting and dissolution.
291Alternative provisions as to annual and final meetings in case of insolvency.
Provisions applicable to a Creditors' Voluntary Winding Up.
292Provisions applicable to a creditors' winding up.
293Meeting of creditors.
294Appointment of liquidator.
295Appointment of committee of inspection.
296Fixing of liquidators' remuneration and cesser of directors' powers.
297Power to fill vacancy in office of liquidator.
298Application of s.287 to a creditors' voluntary winding up.
299Duty of liquidator to call meetings of company and of creditors at end of each year.
300Final meeting and dissolution.
Provisions applicable to every Voluntary Winding Up.
301Provisions applicable to every voluntary winding up.
302Distribution of property of company.
303Powers and duties of liquidator in voluntary winding up.
304Power of court to appoint and remove liquidator in voluntary winding up.
305Notice by liquidator of his appointment.
306Arrangement when binding on creditors.
307Power to apply to court to have questions determined or powers exercised.
308Power of court in Scotland to stay proceedings against company.
309Costs of voluntary winding up.
310Saving for rights of creditors and contributories.
(iv) WINDING UP SUBJECT TO SUPERVISION OF COURT
311Power to order winding up subject to supervision.
312Effect of petition for winding up subject to supervision.
313Application of ss.227 and 228 to winding up subject to supervision.
314Power of court to appoint or remove liquidators.
315Effect of supervision order.
(v) PROVISIONS APPLICABLE TO EVERY MODE OF WINDING UP
Proof and Ranking of Claims.
316Debts of all descriptions may be proved.
317Application of bankruptcy rules in winding up of insolvent English companies.
318Ranking of claims in Scotland.
319Preferential payments.
Effect of Winding Up on antecedent and other Transactions.
320Fraudulent preference.
321Liabilities and rights of certain fraudulently preferred persons.
322Effect of floating charge.
323Disclaimer of onerous property in case of company wound up in England.
324Liability for rentcharge on company's land after disclaimer.
325Restriction of rights of creditor as to execution or attachment in case of company being wound up in England.
326Duties of sheriff as to goods taken in execution.
327Effect of diligence within 60 days of winding up in case of Scottish company and in case of effects in Scotland of English company.
Offences antecedent to or in course of Winding Up.
328Offences by officers of companies in liquidation.
329Penalty for falsification of books.
330Frauds by officers of companies which have gone into liquidation.
331Liability where proper accounts not kept.
332Responsibility for fraudulent trading of persons concerned.
333Power of court to assess damages against delinquent directors, &c.
334Prosecution of delinquent officers and members of company.
Supplementary Provisions as to Winding up.
335Disqualification for appointment as liquidator.
336Corrupt inducement affecting appointment as liquidator.
337Enforcement of duty of liquidator to make returns, &c.
338Notification that a company is in liquidation.
339Exemption of certain documents from stamp duty on winding up of companies.
340Books of company to be evidence.
341Disposal of books and papers of company.
342Information as to pending liquidations.
343Unclaimed assets in England to be paid to Companies Liquidation Account.
344Unclaimed dividends, &c, in Scotland to be lodged in bank.
345Resolutions passed at adjourned meetings of creditors and contributories.
Supplementary Powers of Court.
346Meetings to ascertain wishes of creditors or contributories.
347Judicial notice of signature of officers.
348Special commission for receiving evidence.
349Court may order examination of persons in Scotland.
350Costs of application for leave to proceed against company being wound up in Scotland.
351Affidavits, &c, in United Kingdom and dominions.
Provisions as to Dissolution.
352Power of court to declare dissolution of company void.
353Registrar may strike defunct company off register.
354Property of dissolved company to be bona vacantia.
355Power of Crown to disclaim title to property vesting under foregoing section.
356Liability for rentcharge on company's land after dissolution.
Special Provisions as to Stannaries.
357Attachment of debt due to contributory on winding up in stannaries court.
358Preferential payments in stannaries cases.
359Provisions as to mine club funds.
Central Accounts.
360Companies Liquidation Account.
361Investment of surplus funds on general account.
362Separate accounts of particular estates.
Officers.
363Officers and remuneration.
364Returns by officers in English winding up.
Rules and Fees.
365General rules and fees for winding up.
PART VIReceivers and Managers.
366Disqualification of body corporate for appointment as receiver.
367Disqualification of undischarged bankrupt from acting as receiver or manager.
368Power in England to appoint official receiver as receiver for debenture holders or creditors.
369Receivers and managers appointed out of court.
370Notification that receiver or manager appointed.
371Power of court to fix remuneration on application of liquidator.
372Provisions as to information where receiver or manager appointed.
373Special provisions as to statement submitted to receiver.
374Delivery to registrar of accounts of receivers and managers.
375Enforcement of duty of receivers and managers to make returns, &c.
376Construction of references to receivers and managers.
PART VIIApplication of Act to Companies formed or registered under former Acts.
377Application of Act to companies formed and registered under former Companies Acts.
378Application of Act to companies registered but not formed under former Companies Acts.
379Application of Act to unlimited companies re-registered under former Companies Acts.
380Provisions as to companies registered under the Joint Stock Companies Acts.
381Exclusion of companies registered in Northern Ireland or Eire.
PART VIIICompanies not formed under this Act authorised to register under this Act.
382Companies capable of being registered.
383Definition of joint stock company.
384Requirements for registration by joint stock companies.
385Requirements for registration by other than joint stock companies.
386Authentication of statements of existing companies.
387Registrar may require evidence as to nature of company.
388Change of name for purposes of registration.
389Addition of “limited ” to name.
390Certificate of registration of existing companies.
391Vesting of property on registration.
392Saving for existing liabilities.
393Continuation of existing actions.
394Effect of registration under Part VIII.
395Power to substitute memorandum and articles for deed of settlement.
396Power of court to stay or restrain proceedings.
397Actions stayed on winding-up order.
PART IXWinding up of Unregistered Companies.
398Meaning of unregistered company.
399Winding up of unregistered companies.
400Oversea companies may be wound up although dissolved.
401Contributories in winding up of unregistered company.
402Power of court to stay or restrain proceedings.
403Actions stayed on winding-up order.
404Provisions of Part IX cumulative.
405Saving for enactments providing for winding up under former Companies Acts.
PART XCompanies incorporated outside Great Britain.
Provisions as to Establishment of Place of Business in Great Britain.
406Application of ss.407 to 414.
407Documents, &c, to be delivered to registrar by oversea companies carrying on business in Great Britain.
408Power of oversea company to hold lands.
409Return to be delivered to registrar by oversea company where documents, &c., altered.
410Accounts of oversea company.
411Obligation to state name of oversea company, whether limited, and country where incorporated.
412Service on oversea company.
413Office where documents to be filed.
414Penalties.
415Interpretation of ss. 407 to 414.
416Special provisions as to delivery of documents by companies incorporated in Channel Islands or Isle of Man.
Prospectuses.
417Dating of prospectus and particulars to be contained therein.
418Exclusion of foregoing section and relaxation of Fourth Schedule in case of certain prospectuses.
419Provisions as to expert's consent, and allotment.
420Registration of prospectus.
421Penalty for contravention of four foregoing sections.
422Civil liability for mis-statements in prospectus.
423Interpretation of provisions as to prospectuses.
PART XIGeneral Provisions as to Registration.
424Registration offices in England and Scotland.
425Fees.
426Inspection, production and evidence of documents kept by registrar.
427Power of registrar in England to direct removal of documents to Public Record Office.
428Enforcement of duty of company to make returns to registrar.
PART XIIMiscellaneous Provisions with respect to Banking and Insurance Companies, and certain Societies, Partnerships and Unregistered Companies.
Provisions relating to Banking and Insurance Companies.
429Prohibition of banking partnerships with more than ten members.
430On registration of banking company with limited liability, notice to be given to customers.
431Liability of bank of issue unlimited in respect of notes.
432Privileges of banks making annual return.
433Banking and certain other companies to publish periodical statement.
Prohibition of Partnerships with more than twenty Members.
434Prohibition of partnerships with more than twenty members.
Application of certain Provisions of this Act to Unregistered Companies.
435Application of certain provisions of this Act to unregistered companies.
PART XIIIGeneral.
Form of Registers, &c.
436Form of registers, &c.
Service of Documents.
437Service of documents on a company.
Offences.
438Penalty for false statements.
439Penalty for improper use of word “limited ”.
440Provision with respect to default fines and meaning of “officer in default ”.
441Production and inspection of books where offence suspected.
442Provisions as to summary proceedings.
443Proceedings on indictment in Scotland against bodies corporate.
444Application of fines.
445Saving as to private prosecutors.
446Saving for privileged communications.
Legal Proceedings.
447Costs in actions by certain limited companies.
448Power of court to grant relief in certain cases.
449Power to enforce orders.
450Jurisdiction of stannaries court.
General Provisions as to Board of Trade.
451Annual report by Board of Trade.
452Authentication of documents issued by Board of Trade.
453Orders and certificates of Board to be evidence.
454Power to alter tables and forms.
Supplemental.
455Interpretation.
456Amendments of other Acts.
457Construction of references in other Acts to subsidiary companies as defined by, and companies registered under, the Companies Act, 1929.
458Effect of provisions of former Companies Acts as to registration of charges on land and keeping books of account.
459Repeal and savings.
460Provisions as to winding-up proceedings commenced before 1st November, 1929.
461Application to Northern Ireland.
462Short title and commencement.
SCHEDULES.
FIRST SCHEDULETables A, B, C, D and E.
TABLE A
PART IRegulations for Management of a Company limited by Shares, not being a Private Company.
Interpretation.
1In these regulations :— “the Act ” means the Companies...
Share Capital and Variation of Rights.
2Without prejudice to any special rights previously conferred on the...
3Subject to the provisions of section 58 of the Act,...
4If at any time the share capital is divided into...
5The rights conferred upon the holders of the shares of...
6The company may exercise the powers of paying commissions conferred...
7Except as required by law, no person shall be recognised...
8Every person whose name is entered as a member in...
9If a share certificate be defaced, lost or destroyed, it...
10The company shall not give, whether directly or indirectly, and...
Lien.
11The company shall have a first and paramount lien on...
12The company may sell, in such manner as the directors...
13To give effect to any such sale the directors may...
14The proceeds of the sale shall be received by the...
Calls on Shares.
15The directors may from time to time make calls upon...
16A call shall be deemed to have been made at...
17The joint holders of a share shall be jointly and...
18If a sum called in respect of a share is...
19Any sum which by the terms of issue of a...
20The directors may, on the issue of shares, differentiate between...
21The directors may, if they think fit, receive from any...
Transfer of Shares.
22The instrument of transfer of any share shall be executed...
23Subject to such of the restrictions of these regulations as...
24The directors may decline to register the transfer of a...
25The directors may also decline to recognise any instrument of...
26If the directors refuse to register a transfer they shall...
27The registration of transfers may be suspended at such times...
28The company shall be entitled to charge a fee not...
Transmission of Shares.
29In case of the death of a member the survivor...
30Any person becoming entitled to a share in consequence of...
31If the person so becoming entitled shall elect to be...
32A person becoming entitled to a share by reason of...
Forfeiture of Shares.
33If a member fails to pay any call or instalment...
34The notice shall name a further day (not earlier than...
35If the requirements of any such notice as aforesaid are...
36A forfeited share may be sold or otherwise disposed of...
37A person whose shares have been forfeited shall cease to...
38A statutory declaration in writing that the declarant is a...
39The provisions of these regulations as to forfeiture shall apply...
Conversion of Shares into Stock.
40The company may by ordinary resolution convert any paid-up shares...
41The holders of stock may transfer the same, or any...
42The holders of stock shall, according to the amount of...
43Such of the regulations of the company as are applicable...
Alteration of Capital.
44The company may from time to time by ordinary resolution...
45The company may by ordinary resolution— (a) consolidate and divide...
46The company may by special resolution reduce its share capital,...
General Meetings.
47The company shall in each year hold a general meeting...
48All general meetings other than annual general meetings shall be...
49The directors may, whenever they think fit, convene an extraordinary...
Notice of General Meetings.
50An annual general meeting and a meeting called for the...
51The accidental omission to give -notice of a meeting to,...
Proceedings at General Meetings.
52All business shall be deemed special that is transacted at...
53No business shall be transacted at any general meeting unless...
54If within half an hour from the time appointed for...
55The chairman, if any, of the board of directors shall...
56If at any meeting no director is willing to act...
57The chairman may, with the consent of any meeting at...
58At any general meeting a resolution put to the vote...
59Except as provided in regulation 61, if a poll is...
60In the case of an equality of votes, whether on...
61A poll demanded on the election of a chairman or...
Votes of Members.
62Subject to any rights or restrictions for the time being...
63In the case of joint holders the vote of the...
64A member of unsound mind, or in respect of whom...
65No member shall be entitled to vote at any general...
66No objection shall be raised to the qualification of any...
67On a poll votes may be given either personally or...
68The instrument appointing a proxy shall be in writing under...
69The instrument appointing a proxy and the power of attorney...
70An instrument appointing a proxy shall be in the following...
71Where it is desired to afford members an opportunity of...
72The instrument appointing a proxy shall be deemed to confer...
73A vote given in accordance with the terms of an...
Corporations acting by Representatives at Meetings.
74Any corporation which is a member of the company may...
Directors.
75The number of the directors and the names of the...
76The remuneration of the directors shall from time to time...
77The shareholding qualification for directors may be fixed by the...
78A director of the company may be or become a...
Borrowing Powers.
79The directors may exercise all the powers of the company...
Powers and Duties of Directors.
80The business of the company shall be managed by the...
81The directors may from time to time and at any...
82The company may exercise the powers conferred by section 35...
83The company may exercise the powers conferred upon the company...
84(1) A director who is in any way, whether directly...
85All cheques, promissory notes, drafts, bills of exchange and other...
86The directors shall cause minutes to be made in books...
87The directors on behalf of the company may pay a...
Disqualification of Directors.
88The office of director shall be vacated if the director—...
Rotation of Directors.
89At the first annual general meeting of the company all...
90The directors to retire in every year shall be those...
91A retiring director shall be eligible for re-election.
92The company at the meeting at which a director retires...
93No person other than a director retiring at the meeting...
94The company may from time to time by ordinary resolution...
95The directors shall have power at any time, and from...
96The company may by ordinary resolution, of which special notice...
97The company may by ordinary resolution appoint another person in...
Proceedings of Directors.
98The directors may meet together for the despatch of business,...
99The quorum necessary for the transaction of the business of...
100The continuing directors may act notwithstanding any vacancy in their...
101The directors may elect a chairman of their meetings and...
102The directors may delegate any of their powers to committees...
103A committee may elect a chairman of its meetings; if...
104A committee may meet and adjourn as it thinks proper....
105All acts done by any meeting of the directors or...
106A resolution in writing, signed by all the directors for...
Managing Director.
107The directors may from time to time appoint one or...
108A managing director shall receive such remuneration (whether by way...
109The directors may entrust to and confer upon a managing...
Secretary.
110The secretary shall be appointed by the directors for such...
111No person shall be appointed or hold office as secretary...
112A provision of the Act or these regulations requiring or...
The Seal.
113The directors shall provide for the safe custody of the...
Dividends and Reserve.
114The company in general meeting may declare dividends, but no...
115The directors may from time to time pay to the...
116No dividend shall be paid otherwise than out of profits....
117The directors may, before recommending any dividend, set aside out...
118Subject to the rights of persons, if any, entitled to...
119The directors may deduct from any dividend payable to any...
120Any general meeting declaring a dividend or bonus may direct...
121Any dividend, interest or other moneys payable in cash in...
122No dividend shall bear interest against the company.
Accounts.
123The directors shall cause proper books of account to be...
124The books of account shall be kept at the registered...
125The directors shall from time to time determine whether and...
126The directors shall from time to time, in accordance with...
127A copy of every balance sheet (including every document required...
Capitalisation of Profits.
128The company in general meeting may upon the recommendation of...
129Whenever such a resolution as aforesaid shall have been passed...
Audit.
130Auditors shall be appointed and their duties regulated in accordance...
Notices.
131A notice may be given by the company to any...
132A notice may be given by the company to the...
133A notice may be given by the company to the...
134Notice of every general meeting shall be given in any...
Winding up.
135If the company shall be wound up the liquidator may,...
Indemnity.
136Every director, managing director, agent, auditor, secretary and other officer...
PART IIRegulations for the Management of a Private Company limited by Shares.
1The regulations contained in Part I of Table A (with...
2The company is a private company and accordingly—
3The directors may, in their absolute discretion and without assigning...
4No business shall be transacted at any general meeting unless...
5Subject to the provisions of the Act, a resolution in...
6The directors may at any time require any person whose...
TABLE BFORM OF MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES.TABLE CFORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND NOT HAVING A SHARE CAPITAL
Memorandum of Association.
ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION.
Interpretation.
1In these articles :— “the Act ” means the Companies...
Members.
2The number of members with which the company proposes to...
3The subscribers to the memorandum of association and such other...
General Meetings.
4The company shall in each year hold a general meeting...
5All general meetings other than annual general meetings shall be...
6The directors may, whenever they think fit, convene an extraordinary...
Notice of General Meetings.
7An annual general meeting and a meeting called for the...
8The accidental omission to give notice of a meeting to,...
Proceedings at General Meetings.
9All business shall be deemed special that is transacted at...
10No business shall be transacted at any general meeting unless...
11If within half an hour from the time appointed for...
12The chairman, if any, of the board of directors shall...
13If at any meeting no director is willing to act...
14The chairman may, with the consent of any meeting at...
15At any general meeting a resolution put to the vote...
16Except as provided in article 18, if a poll is...
17In the case of an equality of votes, whether on...
18A poll demanded on the election of a chairman, or...
19Subject to the provisions of the Act a resolution in...
Votes of Members.
20Every member shall have one vote.
21A member of unsound mind, or in respect of whom...
22No member shall be entitled to vote at any general...
23On a poll votes may be given either personally or...
24The instrument appointing a proxy shall be in writing under...
25The instrument appointing a proxy and the power of attorney...
26An instrument appointing a proxy shall be in the following...
27Where it is desired to afford members an opportunity of...
28The instrument appointing a proxy shall be deemed to confer...
29A vote given in accordance with the terms of an...
Corporations acting by Representatives at Meetings.
30Any corporation which is a member of the company may...
Directors.
31The number of the directors and the names of the...
32The remuneration of the directors shall from time to time...
Borrowing Powers.
33The directors may exercise all the powers of the company...
Powers and Duties of Directors.
34The business of the company shall be managed by the...
35The directors may from time to time and at any...
36All cheques, promissory notes, drafts, bills of exchange and other...
37The directors shall cause minutes to be made in books...
Disqualification of Directors.
38The office of director shall be vacated if the director—...
Rotation of Directors.
39At the first annual general meeting of the company all...
40The directors to retire in every year shall be those...
41A retiring director shall be eligible for
42The company at the meeting at which a director retires...
43No person other than a director retiring at the meeting...
44The company may from time to time by ordinary resolution...
45The directors shall have power at any time, and from...
46The company may by ordinary resolution, of which special notice...
47The company may by ordinary resolution appoint another person in...
Proceedings of Directors.
48The directors may meet together for the despatch of business,...
49The quorum necessary for the transaction of the business of...
50The continuing directors may act notwithstanding any vacancy in their...
51The directors may elect a chairman of their meetings and...
52The directors may delegate any of their powers to committees...
53A committee may elect a chairman of its meetings; ii...
54A committee may meet and adjourn as it thinks proper....
55All acts done by any meeting of the directors or...
56A resolution in writing, signed by all the directors for...
Secretary.
57The secretary shall be appointed by the directors for such...
58A provision of the Act or these articles requiring or...
The Seal.
59The directors shall provide for the safe custody of the...
Accounts.
60The directors shall cause proper books of account to be...
61The books of account shall be kept at the registered...
62The directors shall from time to time determine whether and...
63The directors shall from time to time in accordance with...
64A copy of every balance sheet (including every document required...
Audit.
65Auditors shall be appointed and their duties regulated in accordance...
Notices.
66A notice may be given by the company to any...
67Notice of every general meeting shall be given in any...
Names, Addresses and Descriptions of Subscribers.
TABLE DMEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND HAVING A SHARE CAPITAL.
Memorandum of Association.
ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION.
1The number of members with which the company proposes to...
2The regulations of Table A, Part I, set out in...
Names, Addresses and Descriptions of Subscribers.
TABLE EMEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY HAVING A SHARE CAPITAL.
Memorandum of Association.
ARTICLES OF ASSOCIATION TO ACCOMPANY THE PRECEDING MEMORANDUM OF ASSOCIATION.
1The number of members with which the company proposes to...
2The share capital of the company is two thousand pounds...
3The company may by special resolution— (a) increase the share...
4The regulations of Table A, Part I, set out in...
Names, Addresses and Descriptions of Subscribers.
SECOND SCHEDULEForm of Licence to hold Lands.
THIRD SCHEDULEForm of Statement in lieu of Prospectus to be delivered to Registrar by a Private Company on becoming a Public Company and Reports to be set out therein.
PART IForm of Statement and Particulars to be contained therein.The Companies Act, 1948
PART IIReports to be set out.
1If unissued shares or debentures of the company are to...
2(1) If unissued shares or debentures of the company are...
PART IIIProvisions applying to Parts I and II of this Schedule.
3In this Schedule the expression “vendor ” includes a vendor...
4If in the case of a business which has been...
5Any report required by Part II of this Schedule shall...
6Any report by accountants required by Part II of this...
FOURTH SCHEDULEMatters to be specified in Prospectus and Reports to be set out therein.
PART IMatters to be specified.
1The number of founders or management or deferred shares, if...
2The number of shares, if any, fixed by the articles...
3The names, descriptions and addresses of the directors or proposed...
4Where shares are offered to the public for subscription, particulars...
5The time of the opening of the subscription lists.
6The amount payable on application and allotment on each share,...
7The number, description and amount of any shares in or...
8The number and amount of shares and debentures which within...
9(1) As respects any property to which this paragraph applies—...
10The amount, if any, paid or payable as purchase money...
11The amount, if any, paid within the two preceding years,...
12The amount or estimated amount of preliminary expenses and the...
13Any amount or benefit paid or given within the two...
14The dates of, parties to and general nature of every...
15The names and addresses of the auditors, if any, of...
16Full particulars of the nature and extent of the interest,...
17If the prospectus invites the public to subscribe for shares...
18In the case of a company which has been carrying...
PART IIReports to be set out.
19(1) A report by the auditors of the company with...
20If the proceeds, or any part of the proceeds, of...
21(1) If— (a) the proceeds, or any part of the...
PART IIIProvisions applying to Parts I and II of Schedule.
22Paragraphs 2, 3, 12 (so far as it relates to...
23Every person shall for the purposes of this Schedule, be...
24Where any property to be acquired by the company is...
25References in paragraph 7 of this Schedule to subscribing for...
26For the purposes of paragraph 9 of this Schedule where...
27If in the case of a company which has been...
28The expression “financial year” in Part II of this Schedule...
29Any report required by Part II of this Schedule shall...
30Any report by accountants required by Part II of this...
FIFTH SCHEDULEForm of Statement in lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus or which does not go to Allotment on a Prospectus issued, and Reports to be set out therein.
PART IForm of Statement and Particulars to be contained therein.The Companies Act, 1948
PART IIReports to be set out.
1Where it is proposed to acquire a business, a report...
2(1) Where it is proposed to acquire shares in a...
PART IIIProvisions applying to Parts I and II of this Schedule.
3In this Schedule the expression “vendor ” includes a vendor...
4If in the case of a business which has been...
5Any report required by Part II of this Schedule shall...
6Any report by accountants required by Part II of this...
SIXTH SCHEDULEContents and Form of Annual Return of a Company having a Share Capital.
PART IContents.
1The address of the registered office of the company.
2(1) If the register of members is, under the provisions...
3A summary, distinguishing between shares issued for cash and shares...
4Particulars of the total amount of the indebtedness of the...
5A list— (a) containing the names and addresses of all...
6All such particulars with respect to the persons who at...
PART IIForm.
SEVENTH SCHEDULEConditions as to Interests in Shares and Debentures of Exempt Private Company.
Basic Conditions.
1The basic conditions as to the shares or debentures of...
Exceptions for normal Dealings of a business Nature.
2(1) The rules contained in the following sub-paragraphs of this...
Exceptions for Cases of Death and for family Settlements.
3(1) The basic conditions shall be subject to exceptions for—...
Exception for Cases of Disability.
4Where the person entitled to any share or debenture or...
Exception for Trusts for Employees.
5The basic conditions shall be subject to an exception for...
Exception for Shares held by Exempt Private Companies.
6(1) The first of the basic conditions shall be subject...
Exception for Banking or Finance Company providing Capital.
7(1) The first of the basic conditions shall be subject...
Exceptions for Bankruptcies, Liquidations, etc.
8The basic conditions shall be subject to exceptions for—
Meaning of “banking or finance company ”.
9In this Schedule the expression “banking or finance company ”...
EIGHTH SCHEDULEAccounts.
Preliminary.
1Paragraphs 2 to 11 of this Schedule apply to the...
PART IGeneral Provisions as to Balance Sheet and Profit and Loss Account.
Balance Sheet.
2The authorised share capital, issued share capital, liabilities and assets...
3There shall be stated under separate headings, so far as...
4(1) The reserves, provisions, liabilities and fixed and current assets...
5(1) The method of arriving at the amount of any...
6The aggregate amounts respectively of capital reserves, revenue reserves and...
7(1) There shall also be shown (unless it is shown...
8(1) There shall be shown under separate headings—
9Where any liability of the company is secured otherwise than...
10Where any of the company's debentures are held by a...
11(1) The matters referred to in the following sub-paragraphs shall...
Profit and Loss Account.
12(1) There shall be shown— (a) the amount charged to...
13If the remuneration of the auditors is not fixed by...
14(1) The matters referred to in the following sub-paragraphs shall...
PART IISpecial Provisions where the Company is a Holding or Subsidiary Company.
Modifications of and Additions to Requirements as to Company's own Accounts.
15(1) This paragraph shall apply where the company is a...
16(1) The balance sheet of a company which is a...
Consolidated Accounts of Holding Company and Subsidiaries.
17Subject to the following paragraphs of this Part of this...
18Subject as aforesaid and to Part III of this Schedule,...
19Sections one hundred and ninety-six and one hundred and ninety-seven...
20Paragraph 7 of this Schedule shall not apply for the...
21In relation to any subsidiaries of the holding company not...
22In relation to any subsidiaries (whether or not dealt with...
PART IIIExceptions for Special Classes of Company.
23(1) A banking or discount company shall not be subject...
24(1) In relation to an assurance company within the meaning...
25(1) A company to which this paragraph applies shall not...
26Where a company entitled to the benefit of any provision...
PART IVInterpretation of Schedule.
27(1) For the purposes of this Schedule, unless the context...
28For the purposes aforesaid, the expression “quoted investment ” means...
NINTH SCHEDULEMatters to be expressly stated in Auditors' Report.
1Whether they have obtained all the information and explanations which...
2Whether, in their opinion, proper books of account have been...
3(1) Whether the company's balance sheet and (unless it is...
4In the case of a holding company submitting group accounts...
TENTH SCHEDULEOrders in Course of Winding Up pronounced in Vacation in Scotland.
PART IOrders which are to be final.
PART IIOrders which are to take effect until Matter disposed of by Inner House.
ELEVENTH SCHEDULEProvisions of this Act which do not apply in the case of a Winding Up subject to Supervision of the Court.
TWELFTH SCHEDULEFees to be paid to the Registrar of Companies.
PART ITable of Fees.
PART IILimitations on Operation of Part I.
1Where in the case of a company limited by guarantee...
2The total of the fees payable by any company by...
3The total of the fees payable by any company by...
THIRTEENTH SCHEDULEForm of Statement to be published by Banking and Insurance Companies and Deposit, Provident or Benefit Societies.
FOURTEENTH SCHEDULEProvisions of this Act applied to Unregistered Companies.
FIFTEENTH SCHEDULEProvisions Referred to in Section 438 of this Act.
SIXTEENTH SCHEDULEAmendments of other Acts.
The Assurance Companies Acts, 1909 to 1946.
1The Assurance Companies Acts, 1909 to 1946, shall have effect...
The Prevention of Fraud (Investments) Act, 1939.
2(1) Subsection (2) of section two of the Prevention of...
3Sub-paragraph (iii) of paragraph (a) of subsection (3) of the...
The Companies Act, 1947.
4At the end of section fifty-eight of the Companies Act,...
5(1) Subsections (1), (4) and (5) of section one hundred...
6In subsection (3) of section one hundred and seventeen of...
SEVENTEENTH SCHEDULEEnactments Repealed.
PART IGeneral Repeals.
PART IIProvisions of the Companies Act, 1947, repealed except for purposes of section one hundred and fifteen thereof.
EIGHTEENTH SCHEDULEEnactments Saved.
AN ACT TO REGULATE JOINT STOCK BANKS IN ENGLAND. (7 & 8 Vict. C. 113, S. 47).
Existing companies to have the powers of suing and being sued.
THE JOINT STOCK BANKING COMPANIES ACT, 1857, PART OF S. 12.
Power to form banking partnerships of ten persons.

Companies Act 1948

1948 Chapter 38

An Act to consolidate the Companies Act, 1929, the Companies Act, 1947 (other than the provisions thereof relating to the registration of business names, bankruptcy and the prevention of fraud in connection with unit trusts), and certain other enactments amending the first-mentioned Act.

Be it enacted by the King's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—