Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)

(The document as of February, 2008)

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(2) The Secretary of State may--

(a) pay a pension, allowance or gratuity to or in respect of a person who is or has been the Regulator, or

(b) make contributions or payments towards provision for a pension, allowance or gratuity for or in respect of such a person.

Staff

3 (1) The Regulator may, after consulting the Minister for the Civil Service as to numbers and terms and conditions of service, appoint such staff as the Regulator may determine.

(2) The members of staff must include a deputy to the Regulator who is to act as Regulator--

(a) during any vacancy in that office, or

(b) if the Regulator is absent, subject to suspension or unable to act.

(3) Where a participant in a scheme under section 1 of the Superannuation Act 1972 (c. 11) is appointed as the Regulator, the Minister for the Civil Service may determine that the person's term of office as the Regulator is to be treated for the purposes of the scheme as service in the employment by reference to which he was a participant (whether or not any benefits are payable by virtue of paragraph 2(2)).

4 The Chief Charity Commissioner may make available to the Regulator, to assist in the exercise of the Regulator's functions, any officer or employee appointed under paragraph 2(1) of Schedule 1 to the Charities Act 1993 (c. 10).

Delegation of functions

5 Anything which the Regulator is authorised or required to do may be done by a member of the Regulator's staff if authorised by the Regulator (generally or specifically) for that purpose.

Finance

6 The Secretary of State may make payments to the Regulator.

Reports and other information

7 (1) The Regulator must, in respect of each financial year, prepare a report on the exercise of the Regulator's functions during the financial year.

(2) The Regulator must prepare accounts in respect of a financial year if the Secretary of State so directs.

(3) The Regulator must send a copy of the accounts to the Comptroller and Auditor General.

(4) The Comptroller and Auditor General must examine, certify and report on the accounts and send a copy of the report to the Regulator.

(5) The Regulator must include the accounts and the Comptroller and Auditor General's report on them in the report prepared by the Regulator in respect of the financial year to which the accounts relate.

(6) The Regulator must prepare that report as soon as possible after the end of the financial year to which it relates.

(7) The Regulator must send to the Secretary of State a copy of--

(a) each report prepared by the Regulator under sub-paragraph (1), and

(b) each report prepared by the Official Property Holder under paragraph 6 of Schedule 5.

(8) The Secretary of State must lay before each House of Parliament a copy of each of those reports.

(9) The Regulator must supply the Secretary of State with such other reports and information relating to the exercise of the Regulator's functions as the Secretary of State may require.

(10) "Financial year" means--

(a) the period beginning with the date on which a person is first appointed as the Regulator and ending with the next 31st March, and

(b) each successive period of 12 months beginning with 1st April.

Amendments

8 In Schedule 2 to the Parliamentary Commissioner Act 1967 (c. 13) (departments and authorities subject to investigation), insert at the appropriate place--

" Office of the Regulator of Community Interest Companies. "

9 In Part 3 of Schedule 1 to the House of Commons Disqualification Act 1975 (c. 24) (disqualifying offices), insert at the appropriate place--

" Regulator of Community Interest Companies. "

Section 28

SCHEDULE 4 Appeal Officer for Community Interest Companies

Appeal Officer's terms of appointment

1 (1) The Appeal Officer holds office for the period determined by the Secretary of State on appointment (or re-appointment).

(2) But--

(a) the Appeal Officer may at any time resign the office by giving notice in writing to the Secretary of State, and

(b) the Secretary of State may at any time remove the Appeal Officer on the ground of incapacity or misbehaviour.

(3) Subject to that, the Appeal Officer holds and vacates office on the terms determined by the Secretary of State.

Remuneration and pensions

2 (1) The Secretary of State may pay remuneration and travelling and other allowances to the Appeal Officer.

(2) The Secretary of State may--

(a) pay a pension, allowance or gratuity to or in respect of a person who is or has been the Appeal Officer, or

(b) make contributions or payments towards provision for a pension, allowance or gratuity for or in respect of such a person.

Finance

3 The Secretary of State may make payments to the Appeal Officer.

Procedure

4 (1) Regulations may make provision about the practice and procedure to be followed by the Appeal Officer.

(2) Regulations under this paragraph may in particular impose time limits for bringing appeals.

Amendments

5 In Schedule 2 to the Parliamentary Commissioner Act 1967 (c. 13) (departments and authorities subject to investigation), insert at the appropriate place--

" Appeal Officer for Community Interest Companies. "

6 In Part 3 of Schedule 1 to the House of Commons Disqualification Act 1975 (c. 24) (disqualifying offices), insert at the appropriate place--

" Appeal Officer for Community Interest Companies. "

Section 29

SCHEDULE 5 Official Property Holder for Community Interest Companies

Status

1 (1) The Official Property Holder is a corporation sole.

(2) A document purporting to be--

(a) duly executed under the seal of the Official Property Holder, or

(b) signed on behalf of the Official Property Holder,

shall be received in evidence and shall, unless the contrary is proved, be taken to be so executed or signed.

Relationship with Regulator

2 The Regulator must make available to the Official Property Holder such members of the Regulator's staff as the Official Property Holder may require in order to exercise the functions of the office.

Effect of vacancy

3 The Regulator must appoint a member of the Regulator's staff who is to act as Official Property Holder--

(a) during any vacancy in the office, or

(b) if the Official Property Holder is absent, subject to suspension or unable to act.

Property

4 (1) The Official Property Holder holds property vested in or transferred to him as a trustee.

(2) The Official Property Holder may release or deal with the property--

(a) to give effect to any interest in or right over the property of any person (other than the community interest company by which, or in trust for which, the property was held before it was vested or transferred), or

(b) at the request of a person appointed to act as administrative receiver, administrator, provisional liquidator or liquidator of the company.

(3) Subject to sub-paragraph (2), the Official Property Holder may not release or deal with the property except in accordance with directions given by the Regulator.

Finance

5 (1) The Official Property Holder may recover his expenses in respect of property held by him from the property or from the community interest company by which, or in trust for which, the property was held before it was vested in or transferred to the Official Property Holder.

(2) Any expenses of the Official Property Holder not recovered under sub-paragraph (1) are to be met by the Regulator.

Reports

6 (1) As soon as possible after the end of each financial year, the Official Property Holder must prepare a report on the exercise of the Official Property Holder's functions during the financial year.

(2) The Official Property Holder must send a copy of the report to the Regulator.

(3) "Financial year" means--

(a) the period beginning with the date on which a person is first appointed as the Official Property Holder and ending with the next 31st March, and

(b) each successive period of 12 months beginning with 1st April.

Section 33

SCHEDULE 6 Community interest companies: names

Companies Act 1985 (c. 6)

1 The Companies Act 1985 has effect subject to the following amendments.

2 (1) Section 26 (prohibition on registration of certain names) is amended as follows.

(2) In subsection (1)(a)--

(a) for "or "public limited company"" substitute ", "public limited company", "community interest company" or "community interest public limited company"", and

(b) for "and "cwmni cyfyngedig cyhoeddus"" substitute ", "cwmni cyfyngedig cyhoeddus", "cwmni buddiant cymunedol" and "cwmni buddiant cymunedol cyhoeddus cyfyngedig"".

(3) In subsection (3)(b), after the entry relating to "public limited company" or its Welsh equivalent insert--

" "community interest company" or its Welsh equivalent ("cwmni buddiant cymunedol");

"community interest public limited company" or its Welsh equivalent ("cwmni buddiant cymunedol cyhoeddus cyfyngedig"); " .

3 In section 27(4) (alternatives of statutory designations), after paragraph (d) insert--

" (e) the alternative of "community interest company" is "c.i.c.";

(f) the alternative of "cwmni buddiant cymunedol" is "c.b.c.";

(g) the alternative of "community interest public limited company" is "community interest p.l.c."; and

(h) the alternative of "cwmni buddiant cymunedol cyhoeddus cyfyngedig" is "cwmni buddiant cymunedol c.c.c.". "

4 In section 30(7) (further exemptions for company exempt from using "limited" as part of its name), after "which" insert "under this section".

5 In section 33(1) (person who is not a public company prohibited from trading under a name ending with the words "public limited company" or their equivalent in Welsh), insert at the end "; and a community interest company which is not a public company is guilty of an offence if it does so under a name which includes, as its last part, the words "cwmni buddiant cymunedol cyhoeddus cyfyngedig"."

6 After section 34 insert--

" 34A Penalty for improper use of "community interest company" etc.

(1) A company which is not a community interest company is guilty of an offence if it carries on any trade, profession or business under a name which includes any of the expressions specified in subsection (3).

(2) A person other than a company is guilty of an offence if it carries on any trade, profession or business under a name which includes any of those expressions (or any contraction of them) as its last part.

(3) The expressions are--

(a) "community interest company" or its Welsh equivalent ("cwmni buddiant cymunedol"), and

(b) "community interest public limited company" or its Welsh equivalent ("cwmni buddiant cymunedol cyhoeddus cyfyngedig").

(4) Subsections (1) and (2) do not apply--

(a) to a person who was carrying on a trade, profession or business under the name in question at any time during the period beginning with 1st September 2003 and ending with 4th December 2003, or

(b) if the name in question was on 4th December 2003 a registered trade mark or Community trade mark (within the meaning of the Trade Marks Act 1994 (c. 26)), to a person who was on that date a proprietor or licensee of that trade mark.

(5) A person guilty of an offence under subsection (1) or (2) and, if that person is a company, any officer of the company who is in default, is liable to a fine and, for continued contravention, to a daily default fine. "

7 In section 43(2)(b) (re-registration of private company as public: alteration of name), after "section 25(1)" insert ", or section 33 of the Companies (Audit, Investigations and Community Enterprise) Act 2004,".

8 In section 351(1)(d) (particulars in correspondence to indicate that a company exempt from obligation to use "limited" as part of name is limited company), after "name" insert "under section 30 or a community interest company which is not a public company".

9 (1) Schedule 24 (punishment of offences) is amended as follows.

(2) In the second column of the entry relating to section 33, after "equivalent" insert "etc.".

(3) After the entry relating to section 34 insert--

" 34A

Trading with improper use of "community interest company" etc.

Summary

Level 3 on the standard scale

One-tenth of level 3 on the standard scale. "

Limited Liability Partnerships Act 2000 (c. 12)

10 In paragraph 8(2) of the Schedule to the Limited Liability Partnerships Act 2000 (similarity of names), after the entry relating to "public limited company" insert--

" "community interest company",

"community interest public limited company", " .

Section 42

SCHEDULE 7 Community interest companies: investigations

Power to require documents and information

1 (1) The investigator of a community interest company may require the company or any other person--

(a) to produce such documents (or documents of such description) as the investigator may specify;

(b) to provide such information (or information of such description) as the investigator may specify.

(2) A person on whom a requirement is imposed under sub-paragraph (1) may require the investigator to produce evidence of his authority.

(3) A requirement under sub-paragraph (1) must be complied with at such time and place as may be specified by the investigator.

(4) The production of a document in pursuance of this paragraph does not affect any lien which a person has on the document.

(5) The investigator may take copies of or extracts from a document produced in pursuance of this paragraph.

(6) In relation to information recorded otherwise than in legible form, the power to require production of it includes power to require the production of a copy of it in legible form or in a form from which it can readily be produced in visible and legible form.

(7) In this Schedule--

(a) "the investigator of a community interest company" means a person investigating the company's affairs under section 42, and

(b) "document" includes information recorded in any form.

Privileged information

2 (1) Nothing in paragraph 1 requires a person to produce a document or provide information in respect of which a claim could be maintained--

(a) in an action in the High Court, to legal professional privilege, or

(b) in an action in the Court of Session, to confidentiality of communications,

but a person who is a lawyer may be required to provide the name and address of his client.

(2) Nothing in paragraph 1 requires a person carrying on the business of banking to produce a document, or provide information, relating to the affairs of a customer unless a requirement to produce the document, or provide the information, has been imposed on the customer under that paragraph.

Use of information as evidence

3 (1) A statement made by a person in compliance with a requirement imposed under paragraph 1 may be used in evidence against the person.

(2) But in criminal proceedings--

(a) no evidence relating to the statement may be adduced by or on behalf of the prosecution, and

(b) no question relating to it may be asked by or on behalf of the prosecution,

unless evidence relating to it is adduced or a question relating to it is asked in the proceedings by or on behalf of that person.

(3) However, sub-paragraph (2) does not apply to proceedings in which a person is charged with an offence under--

(a) paragraph 5,

(b) section 5 of the Perjury Act 1911 (c. 6) (false statement made otherwise than on oath), or

(c) section 44(2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (c. 39) (false statement made otherwise than on oath).

Failure to comply with requirement

4 (1) This paragraph applies if a person fails to comply with a requirement imposed under paragraph 1.

(2) The investigator may certify that fact in writing to the court.

(3) If, after hearing--

(a) any witnesses who may be produced against or on behalf of the alleged offender, and

(b) any statement which may be offered in defence,

the court is satisfied that the offender failed without reasonable excuse to comply with the requirement, it may deal with him as if he had been guilty of contempt of the court.

False information

5 (1) A person commits an offence if in purported compliance with a requirement under paragraph 1 to provide information, the person--

(a) provides information which the person knows to be false in a material particular, or

(b) recklessly provides information which is false in a material particular,

but a prosecution may be instituted in England and Wales only with the consent of the Director of Public Prosecutions.

(2) A person guilty of an offence under sub-paragraph (1) is liable--

(a) on conviction on indictment to imprisonment for a term not exceeding two years or a fine or to both,

(b) on summary conviction in England and Wales, to imprisonment for a term not exceeding twelve months or a fine of an amount not exceeding the statutory maximum or to both, and

(c) on summary conviction in Scotland, to imprisonment for a term not exceeding six months or a fine of an amount not exceeding the statutory maximum or to both.

(3) In relation to an offence committed before section 154(1) of the Criminal Justice Act 2003 (c. 44) comes into force, sub-paragraph (2)(b) has effect as if for "twelve" there were substituted "six".

Section 64

SCHEDULE 8 Repeals and revocations

Title and reference	Extent of repeal or revocation
Companies Act 1985 (c. 6)	In section 27(4), the word "and" at the end of paragraph (c). Section 245C(6). Section 256(3). In section 310, in subsection (1) the words "any officer of the company or", and in subsection (3) the words "officer or" (in both places) and the words from "section 144(3)" to "nominee) or". Section 390A(3). In section 734(1), the words "section 389A(3) or". In Schedule 4A, in paragraph 1(1), the words "section 390A(3) (amount of auditors' remuneration) and". In Schedule 24, the entry relating to section 447(6).
Insolvency Act 1985 (c. 65)	In Schedule 6, paragraph 4.
Insolvency Act 1986 (c. 45)	In Schedule 13, in Part 1, the entry relating to section 449(1) of the Companies Act 1985.
Companies Act 1989 (c. 40)	Section 48(3). Section 63. Section 65. Section 67. Section 69(2) and (4). Section 120(2) and (3).
Companies (Northern Ireland) Order 1990 (S.I. 1990/593 (N.I. 5))	Article 48(2)(a). Article 49. In Article 56, the entry relating to "Director (in Schedule 14)". Schedule 14.
Friendly Societies Act 1992 (c. 40)	In Schedule 21, paragraph 7.
Pensions Act 1995 (c. 26)	In Schedule 3, paragraph 12.
Bank of England Act 1998 (c. 11)	In Schedule 5, paragraph 62.
Competition Act 1998 (c. 41)	In Schedule 2, paragraph 3.
Youth Justice and Criminal Evidence Act 1999 (c. 23)	In Schedule 3, paragraph 6.
Competition Act 1998 (Competition Commission) Transitional, Consequential and Supplemental Provisions Order 1999 (S.I. 1999/506)	Article 41.
Enterprise Act 2002 (c. 40)	In Schedule 25, paragraph 22.

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