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Companies Act 2006 (c. 46)
(The document as of February, 2008)
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Companies Act 2006
2006 CHAPTER 46
CONTENTS
Content
Part 1
General introductory provisions Companies and Companies Acts 1. Companies 2. The Companies Acts
Types of company 3. Limited and unlimited companies 4. Private and public companies 5. Companies limited by guarantee and having share capital 6. Community interest companies
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Part 2
Company formation General 7. Method of forming company 8. Memorandum of association
Requirements for registration 9. Registration documents 10. Statement of capital and initial shareholdings 11. Statement of guarantee 12. Statement of proposed officers 13. Statement of compliance
Registration and its effect 14. Registration 15. Issue of certificate of incorporation 16. Effect of registration
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Part 3
A company's constitution Chapter 1
Introductory 17. A company's constitution
Chapter 2
Articles of association General 18. Articles of association 19. Power of Secretary of State to prescribe model articles 20. Default application of model articles
Alteration of articles 21. Amendment of articles 22. Entrenched provisions of the articles 23. Notice to registrar of existence of restriction on amendment of articles 24. Statement of compliance where amendment of articles restricted 25. Effect of alteration of articles on company's members 26. Registrar to be sent copy of amended articles 27. Registrar's notice to comply in case of failure with respect to amended articles
Supplementary 28. Existing companies: provisions of memorandum treated as provisions of articles
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Chapter 3
Resolutions and agreements affecting a company's constitution 29. Resolutions and agreements affecting a company's constitution 30. Copies of resolutions or agreements to be forwarded to registrar
Chapter 4
Miscellaneous and supplementary provisions Statement of company's objects 31. Statement of company's objects
Other provisions with respect to a company's constitution 32. Constitutional documents to be provided to members 33. Effect of company's constitution 34. Notice to registrar where company's constitution altered by enactment 35. Notice to registrar where company's constitution altered by order 36. Documents to be incorporated in or accompany copies of articles issued by company
Supplementary provisions 37. Right to participate in profits otherwise than as member void 38. Application to single member companies of enactments and rules of law
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Part 4
A company's capacity and related matters Capacity of company and power of directors to bind it 39. A company's capacity 40. Power of directors to bind the company 41. Constitutional limitations: transactions involving directors or their associates 42. Constitutional limitations: companies that are charities
Formalities of doing business under the law of England and Wales or Northern Ireland 43. Company contracts 44. Execution of documents 45. Common seal 46. Execution of deeds 47. Execution of deeds or other documents by attorney
Formalities of doing business under the law of Scotland 48. Execution of documents by companies
Other matters 49. Official seal for use abroad 50. Official seal for share certificates etc 51. Pre-incorporation contracts, deeds and obligations 52. Bills of exchange and promissory notes
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Part 5
A company's name Chapter 1
General requirements Prohibited names 53. Prohibited names
Sensitive words and expressions 54. Names suggesting connection with government or public authority 55. Other sensitive words or expressions 56. Duty to seek comments of government department or other specified body
Permitted characters etc 57. Permitted characters etc
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Chapter 2
Indications of company type or legal form Required indications for limited companies 58. Public limited companies 59. Private limited companies 60. Exemption from requirement as to use of "limited" 61. Continuation of existing exemption: companies limited by shares 62. Continuation of existing exemption: companies limited by guarantee 63. Exempt company: restriction on amendment of articles 64. Power to direct change of name in case of company ceasing to be entitled to exemption
Inappropriate use of indications of company type or legal form 65. Inappropriate use of indications of company type or legal form
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Chapter 3
Similarity to other names Similarity to other name on registrar's index 66. Name not to be the same as another in the index 67. Power to direct change of name in case of similarity to existing name 68. Direction to change name: supplementary provisions
Similarity to other name in which person has goodwill 69. Objection to company's registered name 70. Company names adjudicators 71. Procedural rules 72. Decision of adjudicator to be made available to public 73. Order requiring name to be changed 74. Appeal from adjudicator's decision
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Chapter 4
Other powers of the Secretary of State 75. Provision of misleading information etc 76. Misleading indication of activities
Chapter 5
Change of name 77. Change of name 78. Change of name by special resolution 79. Change of name by means provided for in company's articles 80. Change of name: registration and issue of new certificate of incorporation 81. Change of name: effect
Chapter 6
Trading disclosures 82. Requirement to disclose company name etc 83. Civil consequences of failure to make required disclosure 84. Criminal consequences of failure to make required disclosures 85. Minor variations in form of name to be left out of account
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Part 6
A company's registered office General 86. A company's registered office 87. Change of address of registered office
Welsh companies 88. Welsh companies
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Part 7
Re-registration as a means of altering a company's status Introductory 89. Alteration of status by re-registration
Private company becoming public 90. Re-registration of private company as public 91. Requirements as to share capital 92. Requirements as to net assets 93. Recent allotment of shares for non-cash consideration 94. Application and accompanying documents 95. Statement of proposed secretary 96. Issue of certificate of incorporation on re-registration
Public company becoming private 97. Re-registration of public company as private limited company 98. Application to court to cancel resolution 99. Notice to registrar of court application or order 100. Application and accompanying documents 101. Issue of certificate of incorporation on re-registration
Private limited company becoming unlimited 102. Re-registration of private limited company as unlimited 103. Application and accompanying documents 104. Issue of certificate of incorporation on re-registration
Unlimited private company becoming limited 105. Re-registration of unlimited company as limited 106. Application and accompanying documents 107. Issue of certificate of incorporation on re-registration 108. Statement of capital required where company already has share capital
Public company becoming private and unlimited 109. Re-registration of public company as private and unlimited 110. Application and accompanying documents 111. Issue of certificate of incorporation on re-registration
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Part 8
A company's members Chapter 1
The members of a company 112. The members of a company
Chapter 2
Register of members General 113. Register of members 114. Register to be kept available for inspection 115. Index of members 116. Rights to inspect and require copies 117. Register of members: response to request for inspection or copy 118. Register of members: refusal of inspection or default in providing copy 119. Register of members: offences in connection with request for or disclosure of information 120. Information as to state of register and index 121. Removal of entries relating to former members
Special cases 122. Share warrants 123. Single member companies 124. Company holding its own shares as treasury shares
Supplementary 125. Power of court to rectify register 126. Trusts not to be entered on register 127. Register to be evidence 128. Time limit for claims arising from entry in register
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Chapter 3
Overseas branch registers 129. Overseas branch registers 130. Notice of opening of overseas branch register 131. Keeping of overseas branch register 132. Register or duplicate to be kept available for inspection in UK 133. Transactions in shares registered in overseas branch register 134. Jurisdiction of local courts 135. Discontinuance of overseas branch register
Chapter 4
Prohibition on subsidiary being member of its holding company General prohibition 136. Prohibition on subsidiary being a member of its holding company 137. Shares acquired before prohibition became applicable
Subsidiary acting as personal representative or trustee 138. Subsidiary acting as personal representative or trustee 139. Interests to be disregarded: residual interest under pension scheme or employees' share scheme 140. Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme
Subsidiary acting as dealer in securities 141. Subsidiary acting as authorised dealer in securities 142. Protection of third parties in other cases where subsidiary acting as dealer in securities
Supplementary 143. Application of provisions to companies not limited by shares 144. Application of provisions to nominees
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Part 9
Exercise of members' rights Effect of provisions in company's articles 145. Effect of provisions of articles as to enjoyment or exercise of members' rights
Information rights 146. Traded companies: nomination of persons to enjoy information rights 147. Information rights: form in which copies to be provided 148. Termination or suspension of nomination 149. Information as to possible rights in relation to voting 150. Information rights: status of rights 151. Information rights: power to amend
Exercise of rights where shares held on behalf of others 152. Exercise of rights where shares held on behalf of others: exercise in different ways 153. Exercise of rights where shares held on behalf of others: members' requests
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Part 10
A company's directors Chapter 1
Appointment and removal of directors Requirement to have directors 154. Companies required to have directors 155. Companies required to have at least one director who is a natural person 156. Direction requiring company to make appointment
Appointment 157. Minimum age for appointment as director 158. Power to provide for exceptions from minimum age requirement 159. Existing under-age directors 160. Appointment of directors of public company to be voted on individually 161. Validity of acts of directors
Register of directors, etc 162. Register of directors 163. Particulars of directors to be registered: individuals 164. Particulars of directors to be registered: corporate directors and firms 165. Register of directors' residential addresses 166. Particulars of directors to be registered: power to make regulations 167. Duty to notify registrar of changes
Removal 168. Resolution to remove director 169. Director's right to protest against removal
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Chapter 2
General duties of directors Introductory 170. Scope and nature of general duties
The general duties 171. Duty to act within powers 172. Duty to promote the success of the company 173. Duty to exercise independent judgment 174. Duty to exercise reasonable care, skill and diligence 175. Duty to avoid conflicts of interest 176. Duty not to accept benefits from third parties 177. Duty to declare interest in proposed transaction or arrangement
Supplementary provisions 178. Civil consequences of breach of general duties 179. Cases within more than one of the general duties 180. Consent, approval or authorisation by members 181. Modification of provisions in relation to charitable companies
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Chapter 3
Declaration of interest in existing transaction or arrangement 182. Declaration of interest in existing transaction or arrangement 183. Offence of failure to declare interest 184. Declaration made by notice in writing 185. General notice treated as sufficient declaration 186. Declaration of interest in case of company with sole director 187. Declaration of interest in existing transaction by shadow director
Chapter 4
Transactions with directors requiring approval of members Service contracts 188. Directors' long-term service contracts: requirement of members' approval 189. Directors' long-term service contracts: civil consequences of contravention
Substantial property transactions 190. Substantial property transactions: requirement of members' approval 191. Meaning of "substantial" 192. Exception for transactions with members or other group companies 193. Exception in case of company in winding up or administration 194. Exception for transactions on recognised investment exchange 195. Property transactions: civil consequences of contravention 196. Property transactions: effect of subsequent affirmation
Loans, quasi-loans and credit transactions 197. Loans to directors: requirement of members' approval 198. Quasi-loans to directors: requirement of members' approval 199. Meaning of "quasi-loan" and related expressions 200. Loans or quasi-loans to persons connected with directors: requirement of members' approval 201. Credit transactions: requirement of members' approval 202. Meaning of "credit transaction" 203. Related arrangements: requirement of members' approval 204. Exception for expenditure on company business 205. Exception for expenditure on defending proceedings etc 206. Exception for expenditure in connection with regulatory action or investigation 207. Exceptions for minor and business transactions 208. Exceptions for intra-group transactions 209. Exceptions for money-lending companies 210. Other relevant transactions or arrangements 211. The value of transactions and arrangements 212. The person for whom a transaction or arrangement is entered into 213220. Exception for payments in discharge of legal obligations etc 221. Exception for small payments 222. Payments made without approval: civil consequences
Supplementary 223. Transactions requiring members' approval: application of provisions to shadow directors 224. Approval by written resolution: accidental failure to send memorandum 225. Cases where approval is required under more than one provision 226. Requirement of consent of Charity Commission: companies that are charities
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Chapter 5
Directors' service contracts 227. Directors' service contracts 228. Copy of contract or memorandum of terms to be available for inspection 229. Right of member to inspect and request copy 230. Directors' service contracts: application of provisions to shadow directors
Chapter 6
Contracts with sole members who are directors 231. Contract with sole member who is also a director
Chapter 7
Directors' liabilities Provision protecting directors from liability 232. Provisions protecting directors from liability 233. Provision of insurance 234. Qualifying third party indemnity provision 235. Qualifying pension scheme indemnity provision 236. Qualifying indemnity provision to be disclosed in directors' report 237. Copy of qualifying indemnity provision to be available for inspection 238. Right of member to inspect and request copy
Ratification of acts giving rise to liability 239. Ratification of acts of directors
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Chapter 8
Directors' residential addresses: protection from disclosure 240. Protected information 241. Protected information: restriction on use or disclosure by company 242. Protected information: restriction on use or disclosure by registrar 243. Permitted use or disclosure by the registrar 244. Disclosure under court order 245. Circumstances in which registrar may put address on the public record 246. Putting the address on the public record
Chapter 9
Supplementary provisions Provision for employees on cessation or transfer of business 247. Power to make provision for employees on cessation or transfer of business
Records of meetings of directors 248. Minutes of directors' meetings 249. Minutes as evidence
Meaning of "director" and "shadow director" 250. "Director" 251. "Shadow director"
Other definitions 252. Persons connected with a director 253. Members of a director's family 254. Director "connected with" a body corporate 255. Director "controlling" a body corporate 256. Associated bodies corporate 257. References to company's constitution
General 258. Power to increase financial limits 259. Transactions under foreign law
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Part 11
Derivative claims and proceedings by members Chapter 1
Derivative claims in England and Wales or Northern Ireland 260. Derivative claims 261. Application for permission to continue derivative claim 262. Application for permission to continue claim as a derivative claim 263. Whether permission to be given 264. Application for permission to continue derivative claim brought by another member
Chapter 2
Derivative proceedings in Scotland 265. Derivative proceedings 266. Requirement for leave and notice 267. Application to continue proceedings as derivative proceedings 268. Granting of leave 269. Application by member to be substituted for member pursuing derivative proceedings
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Part 12
Company secretaries Private companies 270. Private company not required to have secretary
Public companies 271. Public company required to have secretary 272. Direction requiring public company to appoint secretary 273. Qualifications of secretaries of public companies
Provisions applying to private companies with a secretary and to public companies 274. Discharge of functions where office vacant or secretary unable to act 275. Duty to keep register of secretaries 276. Duty to notify registrar of changes 277. Particulars of secretaries to be registered: individuals 278. Particulars of secretaries to be registered: corporate secretaries and firms 279. Particulars of secretaries to be registered: power to make regulations 280. Acts done by person in dual capacity
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Part 13
Resolutions and meetings Chapter 1
General provisions about resolutions 281. Resolutions 282. Ordinary resolutions 283. Special resolutions 284. Votes: general rules 285. Votes: specific requirements 286. Votes of joint holders of shares 287. Saving for provisions of articles as to determination of entitlement to vote
Chapter 2
Written resolutions General provisions about written resolutions 288. Written resolutions of private companies 289. Eligible members
Circulation of written resolutions 290. Circulation date 291. Circulation of written resolutions proposed by directors 292. Members' power to require circulation of written resolution 293. Circulation of written resolution proposed by members 294. Expenses of circulation 295. Application not to circulate members' statement
Agreeing to written resolutions 296. Procedure for signifying agreement to written resolution 297. Period for agreeing to written resolution
Supplementary 298. Sending documents relating to written resolutions by electronic means 299. Publication of written resolution on website 300. Relationship between this Chapter and provisions of company's articles
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Chapter 3
Resolutions at meetings General provisions about resolutions at meetings 301. Resolutions at general meetings
Calling meetings 302. Directors' power to call general meetings 303. Members' power to require directors to call general meeting 304. Directors' duty to call meetings required by members 305. Power of members to call meeting at company's expense 306. Power of court to order meeting
Notice of meetings 307. Notice required of general meeting 308. Manner in which notice to be given 309. Publication of notice of meeting on website 310. Persons entitled to receive notice of meetings 311. Contents of notices of meetings 312. Resolution requiring special notice 313. Accidental failure to give notice of resolution or meeting
Members' statements 314. Members' power to require circulation of statements 315. Company's duty to circulate members' statement 316. Expenses of circulating members' statement 317. Application not to circulate members' statement
Procedure at meetings 318. Quorum at meetings 319. Chairman of meeting 320. Declaration by chairman on a show of hands 321. Right to demand a poll 322. Voting on a poll 323. Representation of corporations at meetings
Proxies 324. Rights to appoint proxies 325. Notice of meeting to contain statement of rights 326. Company-sponsored invitations to appoint proxies 327. Notice required of appointment of proxy etc 328. Chairing meetings 329. Right of proxy to demand a poll 330. Notice required of termination of proxy's authority 331. Saving for more extensive rights conferred by articles
Adjourned meetings 332.
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Chapter 4
Public companies: additional requirements for AGMs 336. Public companies: annual general meeting 337. Public companies: notice of AGM 338. Public companies: members' power to require circulation of resolutions for AGMs 339. Public companies: company's duty to circulate members' resolutions for AGMs 340. Public companies: expenses of circulating members' resolutions for AGM
Chapter 5
Additional requirements for quoted companies Website publication of poll results 341. Results of poll to be made available on website
Independent report on poll 342. Members' power to require independent report on poll 343. Appointment of independent assessor 344. Independence requirement 345. Meaning of "associate" 346. Effect of appointment of a partnership 347. The independent assessor's report 348. Rights of independent assessor: right to attend meeting etc 349. Rights of independent assessor: right to information 350. Offences relating to provision of information 351. Information to be made available on website
Supplementary 352. Application of provisions to class meetings 353. Requirements as to website availability 354. Power to limit or extend the types of company to which provisions of this Chapter apply
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Chapter 6
Records of resolutions and meetings 355. Records of resolutions and meetings etc 356. Records as evidence of resolutions etc 357. Records of decisions by sole member 358. Inspection of records of resolutions and meetings 359. Records of resolutions and meetings of class of members
Chapter 7
Supplementary provisions 360. Computation of periods of notice etc: clear day rule 361. Meaning of "quoted company"
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Part 14
Control of political donations and expenditure Introductory 362. Introductory
Donations and expenditure to which this Part applies 363. Political parties, organisations etc to which this Part applies 364. Meaning of "political donation" 365. Meaning of "political expenditure"
Authorisation required for donations or expenditure 366. Authorisation required for donations or expenditure 367. Form of authorising resolution 368. Period for which resolution has effect
Remedies in case of unauthorised donations or expenditure 369. Liability of directors in case of unauthorised donation or expenditure 370. Enforcement of directors' liabilities by shareholder action 371. Enforcement of directors' liabilities by shareholder action: supplementary 372. Costs of shareholder action 373. Information for purposes of shareholder action
Exemptions 374. Trade unions 375. Subscription for membership of trade association 376. All-party parliamentary groups 377. Political expenditure exempted by order 378. Donations not amounting to more than £5,000 in any twelve month period
Supplementary provisions 379. Minor definitions
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Part 15
Accounts and reports Chapter 1
Introduction General 380. Scheme of this Part
Companies subject to the small companies regime 381. Companies subject to the small companies regime 382. Companies qualifying as small: general 383. Companies qualifying as small: parent companies 384. Companies excluded from the small companies regime
Quoted and unquoted companies 385. Quoted and unquoted companies
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Chapter 2
Accounting records 386. Duty to keep accounting records 387. Duty to keep accounting records: offence 388. Where and for how long records to be kept 389. Where and for how long records to be kept: offences
Chapter 3
A company's financial year 390. A company's financial year 391. Accounting reference periods and accounting reference date 392. Alteration of accounting reference date
Chapter 4
Annual accounts General 393. Accounts to give true and fair view
Individual accounts 394. Duty to prepare individual accounts 395. Individual accounts: applicable accounting framework 396. Companies Act individual accounts 397. IAS individual accounts
Group accounts: small companies 398. Option to prepare group accounts
Group accounts: other companies 399. Duty to prepare group accounts 400. Exemption for company included in EEA group accounts of larger group 401. Exemption for company included in non-EEA group accounts of larger group 402. Exemption if no subsidiary undertakings need be included in the consolidation
Group accounts: general 403. Group accounts: applicable accounting framework 404. Companies Act group accounts 405. Companies Act group accounts: subsidiary undertakings included in the consolidation 406. IAS group accounts 407. Consistency of financial reporting within group 408. Individual profit and loss account where group accounts prepared
Information to be given in notes to the accounts 409. Information about related undertakings 410. Information about related undertakings: alternative compliance 411. Information about employee numbers and costs 412. Information about directors' benefits: remuneration 413. Information about directors' benefits: advances, credit and guarantees
Approval and signing of accounts 414. Approval and signing of accounts
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Chapter 5
Directors' report Directors' report 415. Duty to prepare directors' report 416. Contents of directors' report: general 417. Contents of directors' report: business review 418. Contents of directors' report: statement as to disclosure to auditors 419. Approval and signing of directors' report
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Chapter 6
Quoted companies: directors' remuneration report 420. Duty to prepare directors' remuneration report 421. Contents of directors' remuneration report 422. Approval and signing of directors' remuneration report
Chapter 7
Publication of accounts and reports Duty to circulate copies of accounts and reports 423. Duty to circulate copies of annual accounts and reports 424. Time allowed for sending out copies of accounts and reports 425. Default in sending out copies of accounts and reports: offences
Option to provide summary financial statement 426. Option to provide summary financial statement 427. Form and contents of summary financial statement: unquoted companies 428. Form and contents of summary financial statement: quoted companies 429. Summary financial statements: offences
Quoted companies: requirements as to website publication 430. Quoted companies: annual accounts and reports to be made available on website
Right of member or debenture holder to demand copies of accounts and reports 431. Right of member or debenture holder to copies of accounts and reports: unquoted companies 432. Right of member or debenture holder to copies of accounts and reports: quoted companies
Requirements in connection with publication of accounts and reports 433. Name of signatory to be stated in published copies of accounts and reports 434. Requirements in connection with publication of statutory accounts 435. Requirements in connection with publication of non-statutory accounts 436. Meaning of "publication" in relation to accounts and reports
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Chapter 8
Public companies: laying of accounts and reports before general meeting 437. Public companies: laying of accounts and reports before general meeting 438. Public companies: offence of failure to lay accounts and reports
Chapter 9
Quoted companies: members' approval of directors' remuneration report 439. Quoted companies: members' approval of directors' remuneration report 440. Quoted companies: offences in connection with procedure for approval
Chapter 10
Filing of accounts and reports Duty to file accounts and reports 441. Duty to file accounts and reports with the registrar 442. Period allowed for filing accounts 443. Calculation of period allowed
Filing obligations of different descriptions of company 444. Filing obligations of companies subject to small companies regime 445. Filing obligations of medium-sized companies 446. Filing obligations of unquoted companies 447. Filing obligations of quoted companies 448. Unlimited companies exempt from obligation to file accounts
Requirements where abbreviated accounts delivered 449. Special auditor's report where abbreviated accounts delivered 450. Approval and signing of abbreviated accounts
Failure to file accounts and reports 451. Default in filing accounts and reports: offences 452. Default in filing accounts and reports: court order 453. Civil penalty for failure to file accounts and reports
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Chapter 11
Revision of defective accounts and reports Voluntary revision 454. Voluntary revision of accounts etc
Secretary of State's notice 455. Secretary of State's notice in respect of accounts or reports
Application to court 456. Application to court in respect of defective accounts or reports 457. Other persons authorised to apply to the court 458. Disclosure of information by tax authorities
Power of authorised person to require documents etc 459. Power of authorised person to require documents, information and explanations 460. Restrictions on disclosure of information obtained under compulsory powers 461. Permitted disclosure of information obtained under compulsory powers 462. Power to amend categories of permitted disclosure
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Chapter 12
Supplementary provisions Liability for false or misleading statements in reports 463. Liability for false or misleading statements in reports
Accounting and reporting standards 464. Accounting standards
Companies qualifying as medium-sized 465. Companies qualifying as medium-sized: general 466. Companies qualifying as medium-sized: parent companies 467. Companies excluded from being treated as medium-sized
General power to make further provision about accounts and reports 468. General power to make further provision about accounts and reports
Other supplementary provisions 469. Preparation and filing of accounts in euros 470. Power to apply provisions to banking partnerships 471. Meaning of "annual accounts" and related expressions 472. Notes to the accounts 473. Parliamentary procedure for certain regulations under this Part 474. Minor definitions
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Part 16
Audit Chapter 1
Requirement for audited accounts Requirement for audited accounts 475. Requirement for audited accounts 476. Right of members to require audit
Exemption from audit: small companies 477. Small companies: conditions for exemption from audit 478. Companies excluded from small companies exemption 479. Availability of small companies exemption in case of group company
Exemption from audit: dormant companies 480. Dormant companies: conditions for exemption from audit 481. Companies excluded from dormant companies exemption
Companies subject to public sector audit 482. Non-profit-making companies subject to public sector audit 483. Scottish public sector companies: audit by Auditor General for Scotland
General power of amendment by regulations 484. General power of amendment by regulations
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Chapter 2
Appointment of auditors Private companies 485. Appointment of auditors of private company: general 486. Appointment of auditors of private company: default power of Secretary of State 487. Term of office of auditors of private company 488. Prevention by members of deemed re-appointment of auditor
Public companies 489. Appointment of auditors of public company: general 490. Appointment of auditors of public company: default power of Secretary of State 491. Term of office of auditors of public company
General provisions 492. Fixing of auditor's remuneration 493. Disclosure of terms of audit appointment 494. Disclosure of services provided by auditor or associates and related remuneration
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Chapter 3
Functions of auditor Auditor's report 495. Auditor's report on company's annual accounts 496. Auditor's report on directors' report 497. Auditor's report on auditable part of directors' remuneration report
Duties and rights of auditors 498. Duties of auditor 499. Auditor's general right to information 500. Auditor's right to information from overseas subsidiaries 501. Auditor's rights to information: offences 502. Auditor's rights in relation to resolutions and meetings
Signature of auditor's report 503. Signature of auditor's report 504. Senior statutory auditor 505. Names to be stated in published copies of auditor's report 506. Circumstances in which names may be omitted
Offences in connection with auditor's report 507. Offences in connection with auditor's report 508. Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland 509. Guidance for regulatory authorities: Scotland
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Chapter 4
Removal, resignation, etc of auditors Removal of auditor 510. Resolution removing auditor from office 511. Special notice required for resolution removing auditor from office 512. Notice to registrar of resolution removing auditor from office 513. Rights of auditor who has been removed from office
Failure to re-appoint auditor 514. Failure to re-appoint auditor: special procedure required for written resolution 515. Failure to re-appoint auditor: special notice required for resolution at general meeting
Resignation of auditor 516. Resignation of auditor 517. Notice to registrar of resignation of auditor 518. Rights of resigning auditor
Statement by auditor on ceasing to hold office 519. Statement by auditor to be deposited with company 520. Company's duties in relation to statement 521. Copy of statement to be sent to registrar 522. Duty of auditor to notify appropriate audit authority 523. Duty of company to notify appropriate audit authority 524. Information to be given to accounting authorities 525. Meaning of "appropriate audit authority" and "major audit"
Supplementary 526. Effect of casual vacancies
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Chapter 5
Quoted companies: right of members to raise audit concerns at accounts meeting 527. Members' power to require website publication of audit concerns 528. Requirements as to website availability 529. Website publication: company's supplementary duties 530. Website publication: offences 531. Meaning of "quoted company"
Chapter 6
Auditors' liability Voidness of provisions protecting auditors from liability 532. Voidness of provisions protecting auditors from liability
Indemnity for costs of defending proceedings 533. Indemnity for costs of successfully defending proceedings
Liability limitation agreements 534. Liability limitation agreements 535. Terms of liability limitation agreement 536. Authorisation of agreement by members of the company 537. Effect of liability limitation agreement 538. Disclosure of agreement by company
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Chapter 7
Supplementary provisions 539. Minor definitions
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Part 17
A company's share capital Chapter 1
Shares and share capital of a company Shares 540. Shares 541. Nature of shares 542. Nominal value of shares 543. Numbering of shares 544. Transferability of shares 545. Companies having a share capital 546. Issued and allotted share capital
Share capital 547. Called-up share capital 548. Equity share capital
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Chapter 2
Allotment of shares: general provisions Power of directors to allot shares 549. Exercise by directors of power to allot shares etc 550. Power of directors to allot shares etc: private company with only one class of shares 551. Power of directors to allot shares etc: authorisation by company
Prohibition of commissions, discounts and allowances 552. General prohibition of commissions, discounts and allowances 553. Permitted commission
Registration of allotment 554. Registration of allotment
Return of allotment 555. Return of allotment by limited company 556. Return of allotment by unlimited company allotting new class of shares 557. Offence of failure to make return
Supplementary provisions 558. When shares are allotted 559. Provisions about allotment not applicable to shares taken on formation
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Chapter 3
Allotment of equity securities: existing shareholders' right of pre-emption Introductory 560. Meaning of "equity securities" and related expressions
Existing shareholders' right of pre-emption 561. Existing shareholders' right of pre-emption 562. Communication of pre-emption offers to shareholders 563. Liability of company and officers in case of contravention
Exceptions to right of pre-emption 564. Exception to pre-emption right: bonus shares 565. Exception to pre-emption right: issue for non-cash consideration 566. Exception to pre-emption right: securities held under employees' share scheme
Exclusion of right of pre-emption 567. Exclusion of requirements by private companies 568. Exclusion of pre-emption right: articles conferring corresponding right
Disapplication of pre-emption rights 569. Disapplication of pre-emption rights: private company with only one class of shares 570. Disapplication of pre-emption rights: directors acting under general authorisation 571. Disapplication of pre-emption rights by special resolution 572. Liability for false statement in directors' statement 573. Disapplication of pre-emption rights: sale of treasury shares
Supplementary 574. References to holder of shares in relation to offer 575. Saving for other restrictions on offer or allotment 576. Saving for certain older pre-emption requirements 577. Provisions about pre-emption not applicable to shares taken on formation
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Chapter 4
Public companies: allotment where issue not fully subscribed 578. Public companies: allotment where issue not fully subscribed 579. Public companies: effect of irregular allotment where issue not fully subscribed
Chapter 5
Payment for shares General rules 580. Shares not to be allotted at a discount 581. Provision for different amounts to be paid on shares 582. General rule as to means of payment 583. Meaning of payment in cash
Additional rules for public companies 584. Public companies: shares taken by subscribers of memorandum 585. Public companies: must not accept undertaking to do work or perform services 586. Public companies: shares must be at least one-quarter paid up 587. Public companies: payment by long-term undertaking
Supplementary provisions 588. Liability of subsequent holders of shares 589. Power of court to grant relief 590. Penalty for contravention of this Chapter 591. Enforceability of undertakings to do work etc 592. The appropriate rate of interest
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Chapter 6
Public companies: independent valuation of non-cash consideration Non-cash consideration for shares 593. Public company: valuation of non-cash consideration for shares 594. Exception to valuation requirement: arrangement with another company 595. Exception to valuation requirement: merger 596. Non-cash consideration for shares: requirements as to valuation and report 597. Copy of report to be delivered to registrar
Transfer of non-cash asset in initial period 598. Public company: agreement for transfer of non-cash asset in initial period 599. Agreement for transfer of non-cash asset: requirement of independent valuation 600. Agreement for transfer of non-cash asset: requirements as to valuation and report 601. Agreement for transfer of non-cash asset: requirement of approval by members 602. Copy of resolution to be delivered to registrar 603. Adaptation of provisions in relation to company re-registering as public 604. Agreement for transfer of non-cash asset: effect of contravention
Supplementary provisions 605. Liability of subsequent holders of shares 606. Power of court to grant relief 607. Penalty for contravention of this Chapter 608. Enforceability of undertakings to do work etc 609. The appropriate rate of interest
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Chapter 7
Share premiums The share premium account 610. Application of share premiums
Relief from requirements as to share premiums 611. Group reconstruction relief 612. Merger relief 613. Merger relief: meaning of 90% equity holding 614. Power to make further provision by regulations 615. Relief may be reflected in company's balance sheet
Supplementary provisions 616. Interpretation of this Chapter
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Chapter 8
Alteration of share capital How share capital may be altered 617. Alteration of share capital of limited company
Subdivision or consolidation of shares 618. Sub-division or consolidation of shares 619. Notice to registrar of sub-division or consolidation
Reconversion of stock into shares 620. Reconversion of stock into shares 621. Notice to registrar of reconversion of stock into shares
Redenomination of share capital 622. Redenomination of share capital 623. Calculation of new nominal values 624. Effect of redenomination 625. Notice to registrar of redenomination 626. Reduction of capital in connection with redenomination 627. Notice to registrar of reduction of capital in connection with redenomination 628. Redenomination reserve
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Chapter 9
Classes of share and class rights Introductory 629. Classes of shares
Variation of class rights 630. Variation of class rights: companies having a share capital 631. Variation of class rights: companies without a share capital 632. Variation of class rights: saving for court's powers under other provisions 633. Right to object to variation: companies having a share capital 634. Right to object to variation: companies without a share capital 635. Copy of court order to be forwarded to the registrar
Matters to be notified to the registrar 636. Notice of name or other designation of class of shares 637. Notice of particulars of variation of rights attached to shares 638. Notice of new class of members 639. Notice of name or other designation of class of members 640. Notice of particulars of variation of class rights
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Chapter 10
Reduction of share capital Introductory 641. Circumstances in which a company may reduce its share capital
Private companies: reduction of capital supported by solvency statement 642. Reduction of capital supported by solvency statement 643. Solvency statement 644. Registration of resolution and supporting documents
Reduction of capital confirmed by the court 645. Application to court for order of confirmation 646. Creditors entitled to object to reduction 647. Offences in connection with list of creditors 648. Court order confirming reduction 649. Registration of order and statement of capital
Public company reducing capital below authorised minimum 650. Public company reducing capital below authorised minimum 651. Expedited procedure for re-registration as a private company
Effect of reduction of capital 652. Liability of members following reduction of capital 653. Liability to creditor in case of omission from list of creditors
-
Chapter 11
Miscellaneous and supplementary provisions 654. Treatment of reserve arising from reduction of capital 655. Shares no bar to damages against company 656. Public companies: duty of directors to call meeting on serious loss of capital 657. General power to make further provision by regulations
-
Part 18
Acquisition by limited company of its own shares Chapter 1
General provisions Introductory 658. General rule against limited company acquiring its own shares 659. Exceptions to general rule
Shares held by company's nominee 660. Treatment of shares held by nominee 661. Liability of others where nominee fails to make payment in respect of shares
Shares held by or for public company 662. Duty to cancel shares in public company held by or for the company 663. Notice of cancellation of shares 664. Re-registration as private company in consequence of cancellation 665. Issue of certificate of incorporation on re-registration 666. Effect of failure to re-register 667. Offence in case of failure to cancel shares or re-register 668. Application of provisions to company re-registering as public company 669. Transfer to reserve on acquisition of shares by public company or nominee
Charges of public company on own shares 670. Public companies: general rule against lien or charge on own shares
Supplementary provisions 671. Interests to be disregarded in determining whether company has beneficial interest 672. Residual interest under pension scheme or employees' share scheme 673. Employer's charges and other rights of recovery 674. Rights as personal representative or trustee 675. Meaning of "pension scheme" 676. Application of provisions to directors
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Chapter 2
Financial assistance for purchase of own shares Introductory 677. Meaning of "financial assistance"
Circumstances in which financial assistance prohibited 678. Assistance for acquisition of shares in public company 679. Assistance by public company for acquisition of shares in its private holding company 680. Prohibited financial assistance an offence
Exceptions from prohibition 681. Unconditional exceptions 682. Conditional exceptions
Supplementary 683. Definitions for this Chapter
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Chapter 3
Redeemable shares 684. Power of limited company to issue redeemable shares 685. Terms and manner of redemption 686. Payment for redeemable shares 687. Financing of redemption 688. Redeemed shares treated as cancelled 689. Notice to registrar of redemption
Chapter 4
Purchase of own shares General provisions 690. Power of limited company to purchase own shares 691. Payment for purchase of own shares 692. Financing of purchase of own shares
Authority for purchase of own shares 693. Authority for purchase of own shares
Authority for off-market purchase 694. Authority for off-market purchase 695. Resolution authorising off-market purchase: exercise of voting rights 696. Resolution authorising off-market purchase: disclosure of details of contract 697. Variation of contract for off-market purchase 698. Resolution authorising variation: exercise of voting rights 699. Resolution authorising variation: disclosure of details of variation 700. Release of company's rights under contract for off-market purchase
Authority for market purchase 701. Authority for market purchase
Supplementary provisions 702. Copy of contract or memorandum to be available for inspection 703. Enforcement of right to inspect copy or memorandum 704. No assignment of company's right to purchase own shares 705. Payments apart from purchase price to be made out of distributable profits 706. Treatment of shares purchased 707. Return to registrar of purchase of own shares 708. Notice to registrar of cancellation of shares
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Chapter 5
Redemption or purchase by private company out of capital Introductory 709. Power of private limited company to redeem or purchase own shares out of capital
The permissible capital payment 710. The permissible capital payment 711. Available profits 712. Determination of available profits
Requirements for payment out of capital 713. Requirements for payment out of capital 714. Directors' statement and auditor's report 715. Directors' statement: offence if no reasonable grounds for opinion 716. Payment to be approved by special resolution 717. Resolution authorising payment: exercise of voting rights 718. Resolution authorising payment: disclosure of directors' statement and auditor's report 719. Public notice of proposed payment 720. Directors' statement and auditor's report to be available for inspection
Objection to payment by members or creditors 721. Application to court to cancel resolution 722. Notice to registrar of court application or order
Supplementary provisions 723. When payment out of capital to be made
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Chapter 6
Treasury shares 724. Treasury shares 725. Treasury shares: maximum holdings 726. Treasury shares: exercise of rights 727. Treasury shares: disposal 728. Treasury shares: notice of disposal 729. Treasury shares: cancellation 730. Treasury shares: notice of cancellation 731. Treasury shares: treatment of proceeds of sale 732. Treasury shares: offences
Chapter 7
Supplementary provisions 733. The capital redemption reserve 734. Accounting consequences of payment out of capital 735. Effect of company's failure to redeem or purchase 736. Meaning of "distributable profits" 737. General power to make further provision by regulations
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Part 19
Debentures General provisions 738. Meaning of "debenture" 739. Perpetual debentures 740. Enforcement of contract to subscribe for debentures 741. Registration of allotment of debentures 742. Debentures to bearer (Scotland)
Register of debenture holders 743. Register of debenture holders 744. Register of debenture holders: right to inspect and require copy 745. Register of debenture holders: response to request for inspection or copy 746. Register of debenture holders: refusal of inspection or default in providing copy 747. Register of debenture holders: offences in connection with request for or disclosure of information 748. Time limit for claims arising from entry in register
Supplementary provisions 749. Right of debenture holder to copy of deed 750. Liability of trustees of debentures 751. Liability of trustees of debentures: saving for certain older provisions 752. Power to re-issue redeemed debentures 753. Deposit of debentures to secure advances 754. Priorities where debentures secured by floating charge
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Part 20
Private and public companies Chapter 1
Prohibition of public offers by private companies 755. Prohibition of public offers by private company 756. Meaning of "offer to the public" 757. Enforcement of prohibition: order restraining proposed contravention 758. Enforcement of prohibition: orders available to the court after contravention 759. Enforcement of prohibition: remedial order 760. Validity of allotment etc not affected
Chapter 2
Minimum share capital requirement for public companies 761. Public company: requirement as to minimum share capital 762. Procedure for obtaining certificate 763. The authorised minimum 764. Power to alter authorised minimum 765. Authorised minimum: application of initial requirement 766. Authorised minimum: application where shares denominated in different currencies etc 767. Consequences of doing business etc without a trading certificate
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Part 21
Certification and transfer of securities Chapter 1
Certification and transfer of securities: general Share certificates 768. Share certificate to be evidence of title
Issue of certificates etc on allotment 769. Duty of company as to issue of certificates etc on allotment
Transfer of securities 770. Registration of transfer 771. Procedure on transfer being lodged 772. Transfer of shares on application of transferor 773. Execution of share transfer by personal representative 774. Evidence of grant of probate etc 775. Certification of instrument of transfer
Issue of certificates etc on transfer 776. Duty of company as to issue of certificates etc on transfer 777. Issue of certificates etc: cases within the Stock Transfer Act 1982
Issue of certificates etc on allotment or transfer to financial institution 778. Issue of certificates etc: allotment or transfer to financial institution
Share warrants 779. Issue and effect of share warrant to bearer 780. Duty of company as to issue of certificates on surrender of share warrant 781. Offences in connection with share warrants (Scotland)
Supplementary provisions 782. Issue of certificates etc: court order to make good default
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Chapter 2
Evidencing and transfer of title to securities without written instrument Introductory 783. Scope of this Chapter 784. Power to make regulations
Powers exercisable 785. Provision enabling procedures for evidencing and transferring title 786. Provision enabling or requiring arrangements to be adopted 787. Provision enabling or requiring arrangements to be adopted: order-making powers
Supplementary 788. Provision that may be included in regulations 789. Duty to consult 790. Resolutions to be forwarded to registrar
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Part 22
Information about interests in a company's shares Introductory 791. Companies to which this Part applies 792. Shares to which this Part applies
Notice requiring information about interests in shares 793. Notice by company requiring information about interests in its shares 794. Notice requiring information: order imposing restrictions on shares 795. Notice requiring information: offences 796. Notice requiring information: persons exempted from obligation to comply
Orders imposing restrictions on shares 797. Consequences of order imposing restrictions 798. Penalty for attempted evasion of restrictions 799. Relaxation of restrictions 800. Removal of restrictions 801. Order for sale of shares 802. Application of proceeds of sale under court order
Power of members to require company to act 803. Power of members to require company to act 804. Duty of company to comply with requirement 805. Report to members on outcome of investigation 806. Report to members: offences 807. Right to inspect and request copy of reports
Register of interests disclosed 808. Register of interests disclosed 809. Register to be kept available for inspection 810. Associated index 811. Rights to inspect and require copy of entries 812. Court supervision of purpose for which rights may be exercised 813. Register of interests disclosed: refusal of inspection or default in providing copy 814. Register of interests disclosed: offences in connection with request for or disclosure of information 815. Entries not to be removed from register 816. Removal of entries from register: old entries 817. Removal of entries from register: incorrect entry relating to third party 818. Adjustment of entry relating to share acqui
disclosure 827. Reckoning of periods for fulfilling obligations 828. Power to make further provision by regulations
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Part 23
Distributions Chapter 1
Restrictions on when distributions may be made Introductory 829. Meaning of "distribution"
General rules 830. Distributions to be made only out of profits available for the purpose 831. Net asset restriction on distributions by public companies
Distributions by investment companies 832. Distributions by investment companies out of accumulated revenue profits 833. Meaning of "investment company" 834. Investment company: condition as to holdings in other companies 835. Power to extend provisions relating to investment companies
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Chapter 2
Justification of distribution by reference to accounts Justification of distribution by reference to accounts 836. Justification of distribution by reference to relevant accounts
Requirements applicable in relation to relevant accounts 837. Requirements where last annual accounts used 838. Requirements where interim accounts used 839. Requirements where initial accounts used
Application of provisions to successive distributions etc 840. Successive distributions etc by reference to the same accounts
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Chapter 3
Supplementary provisions Accounting matters 841. Realised losses and profits and revaluation of fixed assets 842. Determination of profit or loss in respect of asset where records incomplete 843. Realised profits and losses of long-term insurance business 844. Treatment of development costs
Distributions in kind 845. Distributions in kind: determination of amount 846. Distributions in kind: treatment of unrealised profits
Consequences of unlawful distribution 847. Consequences of unlawful distribution
Other matters 848. Saving for certain older provisions in articles 849. Restriction on application of unrealised profits 850. Treatment of certain older profits or losses 851. Application of rules of law restricting distributions 852. Saving for other restrictions on distributions 853. Minor definitions
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Part 24
A company's annual return 854. Duty to deliver annual returns 855. Contents of annual return: general 856. Contents of annual return: information about share capital and shareholders 857. Contents of annual return: power to make further provision by regulations 858. Failure to deliver annual return 859. Application of provisions to shadow directors
Part 25
Company charges Chapter 1
Companies registered in England and Wales or in Northern Ireland Requirement to register company charges 860. Charges created by a company 861. Charges which have to be registered: supplementary 862. Charges existing on property acquired
Special rules about debentures 863. Charge in series of debentures 864. Additional registration requirement for commission etc in relation to debentures 865. Endorsement of certificate on debentures
Charges in other jurisdictions 866. Charges created in, or over property in, jurisdictions outside the United Kingdom 867. Charges created in, or over property in, another United Kingdom jurisdiction
Orders charging land: Northern Ireland 868. Northern Ireland: registration of certain charges etc. affecting land
The register of charges 869. Register of charges to be kept by registrar 870. The period allowed for registration 871. Registration of enforcement of security 872. Entries of satisfaction and release 873. Rectification of register of charges
Avoidance of certain charges 874. Consequence of failure to register charges created by a company
Companies' records and registers 875. Companies to keep copies of instruments creating charges 876. Company's register of charges 877. Instruments creating charges and register of charges to be available for inspection
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Chapter 2
Companies registered in Scotland Charges requiring registration 878. Charges created by a company 879. Charges which have to be registered: supplementary 880. Duty to register charges existing on property acquired 881. Charge by way of ex facie absolute disposition, etc
Special rules about debentures 882. Charge in series of debentures 883. Additional registration requirement for commission etc in relation to debentures
Charges on property outside the United Kingdom 884. Charges on property outside United Kingdom
The register of charges 885. Register of charges to be kept by registrar 886. The period allowed for registration 887. Entries of satisfaction and relief 888. Rectification of register of charges
Avoidance of certain charges 889. Charges void unless registered
Companies' records and registers 890. Copies of instruments creating charges to be kept by company 891. Company's register of charges 892. Instruments creating charges and register of charges to be available for inspection
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Chapter 3
Powers of the Secretary of State 893. Power to make provision for effect of registration in special register 894. General power to make amendments to this Part
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Part 26
Arrangements and reconstructions Application of this Part 895. Application of this Part
Meeting of creditors or members 896. Court order for holding of meeting 897. Statement to be circulated or made available 898. Duty of directors and trustees to provide information
Court sanction for compromise or arrangement 899. Court sanction for compromise or arrangement
Reconstructions and amalgamations 900. Powers of court to facilitate reconstruction or amalgamation
Obligations of company with respect to articles etc 901. Obligations of company with respect to articles etc
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Part 27
Mergers and divisions of public companies Chapter 1
Introductory 902. Application of this Part 903. Relationship of this Part to Part 26
Chapter 2
Merger Introductory 904. Mergers and merging companies
Requirements applicable to merger 905. Draft terms of scheme (merger) 906. Publication of draft terms (merger) 907. Approval of members of merging companies 908. Directors' explanatory report (merger) 909. Expert's report (merger) 910. Supplementary accounting statement (merger) 911. Inspection of documents (merger) 912. Approval of articles of new transferee company (merger) 913. Protection of holders of securities to which special rights attached (merger) 914. No allotment of shares to transferor company or its nominee (merger)
Exceptions where shares of transferor company held by transferee company 915. Circumstances in which certain particulars and reports not required (merger) 916. Circumstances in which meeting of members of transferee company not required (merger) 917. Circumstances in which no meetings required (merger)
Other exceptions 918. Other circumstances in which meeting of members of transferee company not required (merger)
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