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Companies Act 2006 (c. 46)

(The document as of February, 2008)

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  • Chapter 3

    Division

    1. Introductory

      1. 919. Divisions and companies involved in a division

    2. Requirements to be complied with in case of division

      1. 920. Draft terms of scheme (division)

      2. 921. Publication of draft terms (division)

      3. 922. Approval of members of companies involved in the division

      4. 923. Directors' explanatory report (division)

      5. 924. Expert's report (division)

      6. 925. Supplementary accounting statement (division)

      7. 926. Inspection of documents (division)

      8. 927. Report on material changes of assets of transferor company (division)

      9. 928. Approval of articles of new transferee company (division)

      10. 929. Protection of holders of securities to which special rights attached (division)

      11. 930. No allotment of shares to transferor company or its nominee (division)

    3. Exceptions where shares of transferor company held by transferee company

      1. 931. Circumstances in which meeting of members of transferor company not required (division)

    4. Other exceptions

      1. 932. Circumstances in which meeting of members of transferee company not required (division)

      2. 933. Agreement to dispense with reports etc (division)

      3. 934. Power of court to exclude certain requirements (division)

  • Chapter 4

    Supplementary provisions

    1. Expert's report and related matters

      1. 935. Expert's report: valuation by another person

      2. 936. Experts and valuers: independence requirement

      3. 937. Experts and valuers: meaning of "associate"

    2. Powers of the court

      1. 938. Power of court to summon meeting of members or creditors of existing transferee company

      2. 939. Court to fix date for transfer of undertaking etc of transferor company

    3. Liability of transferee companies

      1. 940. Liability of transferee companies for each other's defaults

    4. Interpretation

      1. 941. Meaning of "liabilities" and "property"

  • Part 28

    Takeovers etc

    1. Chapter 1

      The Takeover Panel

      1. The Panel and its rules

        1. 942. The Panel

        2. 943. Rules

        3. 944. Further provisions about rules

        4. 945. Rulings

        5. 946. Directions

      2. Information

        1. 947. Power to require documents and information

        2. 948. Restrictions on disclosure

        3. 949. Offence of disclosure in contravention of section 948

      3. Co-operation

        1. 950. Panel's duty of co-operation

      4. Hearings and appeals

        1. 951. Hearings and appeals

      5. Contravention of rules etc

        1. 952. Sanctions

        2. 953. Failure to comply with rules about bid documentation

        3. 954. Compensation

        4. 955. Enforcement by the court

        5. 956. No action for breach of statutory duty etc

      6. Funding

        1. 957. Fees and charges

        2. 958. Levy

        3. 959. Recovery of fees, charges or levy

      7. Miscellaneous and supplementary

        1. 960. Panel as party to proceedings

        2. 961. Exemption from liability in damages

        3. 962. Privilege against self-incrimination

        4. 963. Annual reports

        5. 964. Amendments to Financial Services and Markets Act 2000

        6. 965. Power to extend to Isle of Man and Channel Islands

    2. Chapter 2

      Impediments to takeovers

      1. Opting in and opting out

        1. 966. Opting in and opting out

        2. 967. Further provision about opting-in and opting-out resolutions

      2. Consequences of opting in

        1. 968. Effect on contractual restrictions

        2. 969. Power of offeror to require general meeting to be called

      3. Supplementary

        1. 970. Communication of decisions

        2. 971. Interpretation of Chapter

        3. 972. Transitory provision

        4. 973. Power to extend to Isle of Man and Channel Islands

    3. Chapter 3

      "Squeeze-out" and "Sell-out"

      1. Takeover offers

        1. 974. Meaning of "takeover offer"

        2. 975. Shares already held by the offeror etc

        3. 976. Cases where offer treated as being on same terms

        4. 977. Shares to which an offer relates

        5. 978. Effect of impossibility etc of communicating or accepting offer

      2. "Squeeze-out"

        1. 979. Right of offeror to buy out minority shareholder

        2. 980. Further provision about notices given under section 979

        3. 981. Effect of notice under section 979

        4. 982. Further provision about consideration held on trust under section 981(9)

      3. "Sell-out"

        1. 983. Right of minority shareholder to be bought out by offeror

        2. 984. Further provision about rights conferred by section 983

        3. 985. Effect of requirement under section 983

      4. Supplementary

        1. 986. Applications to the court

        2. 987. Joint offers

      5. Interpretation

        1. 988. Associates

        2. 989. Convertible securities

        3. 990. Debentures carrying voting rights

        4. 991. Interpretation

    4. Chapter 4

      Amendments to Part 7 of the Companies Act 1985

      1. 992. Matters to be dealt with in directors' report

  • Part 29

    Fraudulent trading

    1. 993. Offence of fraudulent trading

  • Part 30

    Protection of members against unfair prejudice

    1. Main provisions

      1. 994. Petition by company member

      2. 995. Petition by Secretary of State

      3. 996. Powers of the court under this Part

    2. Supplementary provisions

      1. 997. Application of general rule-making powers

      2. 998. Copy of order affecting company's constitution to be delivered to registrar

      3. 999. Supplementary provisions where company's constitution altered

  • Part 31

    Dissolution and restoration to the register

    1. Chapter 1

      Striking off

      1. Registrar's power to strike off defunct company

        1. 1000. Power to strike off company not carrying on business or in operation

        2. 1001. Duty to act in case of company being wound up

        3. 1002. Supplementary provisions as to service of letter or notice

      2. Voluntary striking off

        1. 1003. Striking off on application by company

        2. 1004. Circumstances in which application not to be made: activities of company

        3. 1005. Circumstances in which application not to be made: other proceedings not concluded

        4. 1006. Copy of application to be given to members, employees, etc

        5. 1007. Copy of application to be given to new members, employees, etc

        6. 1008. Copy of application: provisions as to service of documents

        7. 1009. Circumstances in which application to be withdrawn

        8. 1010. Withdrawal of application

        9. 1011. Meaning of "creditor"

    2. Chapter 2

      Property of dissolved company

      1. Property vesting as bona vacantia

        1. 1012. Property of dissolved company to be bona vacantia

        2. 1013. Crown disclaimer of property vesting as bona vacantia

        3. 1014. Effect of Crown disclaimer

      2. Effect of Crown disclaimer: England and Wales and Northern Ireland

        1. 1015. General effect of disclaimer

        2. 1016. Disclaimer of leaseholds

        3. 1017. Power of court to make vesting order

        4. 1018. Protection of persons holding under a lease

        5. 1019. Land subject to rentcharge

      3. Effect of Crown disclaimer: Scotland

        1. 1020. General effect of disclaimer

        2. 1021. Power of court to make vesting order

        3. 1022. Protection of persons holding under a lease

      4. Supplementary provisions

        1. 1023. Liability for rentcharge on company's land after dissolution

    3. Chapter 3

      Restoration to the register

      1. Administrative restoration to the register

        1. 1024. Application for administrative restoration to the register

        2. 1025. Requirements for administrative restoration

        3. 1026. Application to be accompanied by statement of compliance

        4. 1027. Registrar's decision on application for administrative restoration

        5. 1028. Effect of administrative restoration

      2. Restoration to the register by the court

        1. 1029. Application to court for restoration to the register

        2. 1030. When application to the court may be made

        3. 1031. Decision on application for restoration by the court

        4. 1032. Effect of court order for restoration to the register

      3. Supplementary provisions

        1. 1033. Company's name on restoration

        2. 1034. Effect of restoration to the register where property has vested as bona vacantia

  • Part 32

    Company investigations: amendments

    1. 1035. Powers of Secretary of State to give directions to inspectors

    2. 1036. Resignation, removal and replacement of inspectors

    3. 1037. Power to obtain information from former inspectors etc

    4. 1038. Power to require production of documents

    5. 1039. Disqualification orders: consequential amendments

  • Part 33

    UK companies not formed under companies legislation

    1. Chapter 1

      Companies not formed under companies legislation but authorised to register

      1. 1040. Companies authorised to register under this Act

      2. 1041. Definition of "joint stock company"

      3. 1042. Power to make provision by regulations

    2. Chapter 2

      Unregistered companies

      1. 1043. Unregistered companies

  • Part 34

    Overseas companies

    1. Introductory

      1. 1044. Overseas companies

      2. 1045. Company contracts and execution of documents by companies

    2. Registration of particulars

      1. 1046. Duty to register particulars

      2. 1047. Registered name of overseas company

      3. 1048. Registration under alternative name

    3. Other requirements

      1. 1049. Accounts and reports: general

      2. 1050. Accounts and reports: credit or financial institutions

      3. 1051. Trading disclosures

      4. 1052. Company charges

      5. 1053. Other returns etc

    4. Supplementary

      1. 1054. Offences

      2. 1055. Disclosure of individual's residential address: protection from disclosure

      3. 1056. Requirement to identify persons authorised to accept service of documents

      4. 1057. Registrar to whom returns, notices etc to be delivered

      5. 1058. Duty to give notice of ceasing to have registrable presence

      6. 1059. Application of provisions in case of relocation of branch

  • Part 35

    The registrar of companies

    1. The registrar

      1. 1060. The registrar

      2. 1061. The registrar's functions

      3. 1062. The registrar's official seal

      4. 1063. Fees payable to registrar

    2. Certificates of incorporation

      1. 1064. Public notice of issue of certificate of incorporation

      2. 1065. Right to certificate of incorporation

    3. Registered numbers

      1. 1066. Company's registered numbers

      2. 1067. Registered numbers of branches of overseas company

    4. Delivery of documents to the registrar

      1. 1068. Registrar's requirements as to form, authentication and manner of delivery

      2. 1069. Power to require delivery by electronic means

      3. 1070. Agreement for delivery by electronic means

      4. 1071. Document not delivered until received

    5. Requirements for proper delivery

      1. 1072. Requirements for proper delivery

      2. 1073. Power to accept documents not meeting requirements for proper delivery

      3. 1074. Documents containing unnecessary material

      4. 1075. Informal correction of document

      5. 1076. Replacement of document not meeting requirements for proper delivery

    6. Public notice of receipt of certain documents

      1. 1077. Public notice of receipt of certain documents

      2. 1078. Documents subject to Directive disclosure requirements

      3. 1079. Effect of failure to give public notice

    7. The register

      1. 1080. The register

      2. 1081. Annotation of the register

      3. 1082. Allocation of unique identifiers

      4. 1083. Preservation of original documents

      5. 1084. Records relating to companies that have been dissolved etc

    8. Inspection etc of the register

      1. 1085. Inspection of the register

      2. 1086. Right to copy of material on the register

      3. 1087. Material not available for public inspection

      4. 1088. Application to registrar to make address unavailable for public inspection

      5. 1097. Powers of court on ordering removal of material from the register

      6. 1098. Public notice of removal of certain material from the register

    9. The registrar's index of company names

      1. 1099. The registrar's index of company names

      2. 1100. Right to inspect index

      3. 1101. Power to amend enactments relating to bodies other than companies

    10. Language requirements: translation

      1. 1102. Application of language requirements

      2. 1103. Documents to be drawn up and delivered in English

      3. 1104. Documents relating to Welsh companies

      4. 1105. Documents that may be drawn up and delivered in other languages

      5. 1106. Voluntary filing of translations

      6. 1107. Certified translations

    11. Language requirements: transliteration

      1. 1108. Transliteration of names and addresses: permitted characters

      2. 1109. Transliteration of names and addresses: voluntary transliteration into Roman characters

      3. 1110. Transliteration of names and addresses: certification

    12. Supplementary provisions

      1. 1111. Registrar's requirements as to certification or verification

      2. 1112. General false statement offence

      3. 1113. Enforcement of company's filing obligations

      4. 1114. Application of provisions about documents and delivery

      5. 1115. Supplementary provisions relating to electronic communications

      6. 1116. Alternative to publication in the Gazette

      7. 1117. Registrar's rules

      8. 1118. Payments into the Consolidated Fund

      9. 1119. Contracting out of registrar's functions

      10. 1120. Application of Part to overseas companies

  • Part 36

    Offences under the Companies Acts

    1. Liability of officer in default

      1. 1121. Liability of officer in default

      2. 1122. Liability of company as officer in default

      3. 1123. Application to bodies other than companies

    2. Offences under the Companies Act 1985

      1. 1124. Amendments of the Companies Act 1985

    3. General provisions

      1. 1125. Meaning of "daily default fine"

      2. 1126. Consents required for certain prosecutions

      3. 1127. Summary proceedings: venue

      4. 1128. Summary proceedings: time limit for proceedings

      5. 1129. Legal professional privilege

      6. 1130. Proceedings against unincorporated bodies

      7. 1131. Imprisonment on summary conviction in England and Wales: transitory provision

    4. Production and inspection of documents

      1. 1132. Production and inspection of documents where offence suspected

    5. Supplementary

      1. 1133. Transitional provision

  • Part 37

    Companies: supplementary provisions

    1. Company records

      1. 1134. Meaning of "company records"

      2. 1135. Form of company records

      3. 1136. Regulations about where certain company records to be kept available for inspection

      4. 1137. Regulations about inspection of records and provision of copies

      5. 1138. Duty to take precautions against falsification

    2. Service addresses

      1. 1139. Service of documents on company

      2. 1140. Service of documents on directors, secretaries and others

      3. 1141. Service addresses

      4. 1142. Requirement to give service address

    3. Sending or supplying documents or information

      1. 1143. The company communications provisions

      2. 1144. Sending or supplying documents or information

      3. 1145. Right to hard copy version

      4. 1146. Requirement of authentication

      5. 1147. Deemed delivery of documents and information

      6. 1148. Interpretation of company communications provisions

    4. Requirements as to independent valuation

      1. 1149. Application of valuation requirements

      2. 1150. Valuation by qualified independent person

      3. 1151. The independence requirement

      4. 1152. Meaning of "associate"

      5. 1153. Valuer entitled to full disclosure

    5. Notice of appointment of certain officers

      1. 1154. Duty to notify registrar of certain appointments etc

      2. 1155. Offence of failure to give notice

    6. Courts and legal proceedings

      1. 1156. Meaning of "the court"

      2. 1157. Power of court to grant relief in certain cases

  • Part 38

    Companies: interpretation

    1. Meaning of "UK-registered company"

      1. 1158. Meaning of "UK-registered company"

    2. Meaning of "subsidiary" and related expressions

      1. 1159. Meaning of "subsidiary" etc

      2. 1160. Meaning of "subsidiary" etc: power to amend

    3. Meaning of "undertaking" and related expressions

      1. 1161. Meaning of "undertaking" and related expressions

      2. 1162. Parent and subsidiary undertakings

    4. Other definitions

      1. 1163. "Non-cash asset"

      2. 1164. Meaning of "banking company" and "banking group"

      3. 1165. Meaning of "insurance company" and related expressions

      4. 1166. "Employees' share scheme"

      5. 1167. Meaning of "prescribed"

      6. 1168. Hard copy and electronic form and related expressions

      7. 1169. Dormant companies

      8. 1170. Meaning of "EEA State" and related expressions

      9. 1171. The former Companies Acts

    5. General

      1. 1172. References to requirements of this Act

      2. 1173. Minor definitions: general

      3. 1174. Index of defined expressions

  • Part 39

    Companies: minor amendments

    1. 1175. Removal of special provisions about accounts and audit of charitable companies

    2. 1176. Power of Secretary of State to bring civil proceedings on company's behalf

    3. 1177. Repeal of certain provisions about company directors

    4. 1178. Repeal of requirement that certain companies publish periodical statement

    5. 1179. Repeal of requirement that Secretary of State prepare annual report

    6. 1180. Repeal of certain provisions about company charges

    7. 1181. Access to constitutional documents of RTE and RTM companies

  • Part 40

    Company directors: foreign disqualification etc

    1. Introductory

      1. 1182. Persons subject to foreign restrictions

      2. 1183. Meaning of "the court" and "UK company"

    2. Power to disqualify

      1. 1184. Disqualification of persons subject to foreign restrictions

      2. 1185. Disqualification regulations: supplementary

      3. 1186. Offence of breach of disqualification

    3. Power to make persons liable for company's debts

      1. 1187. Personal liability for debts of company

    4. Power to require statements to be sent to the registrar of companies

      1. 1188. Statements from persons subject to foreign restrictions

      2. 1189. Statements from persons disqualified

      3. 1190. Statements: whether to be made public

      4. 1191. Offences

  • Part 41

    Business names

    1. Chapter 1

      Restricted or prohibited names

      1. Introductory

        1. 1192. Application of this Chapter

      2. Sensitive words or expressions

        1. 1193. Name suggesting connection with government or public authority

        2. 1194. Other sensitive words or expressions

        3. 1195. Requirement to seek comments of government department or other relevant body

        4. 1196. Withdrawal of Secretary of State's approval

      3. Misleading names

        1. 1197. Name containing inappropriate indication of company type or legal form

        2. 1198. Name giving misleading indication of activities

      4. Supplementary

        1. 1199. Savings for existing lawful business names

    2. Chapter 2

      Disclosure required in case of individual or partnership

      1. Introductory

        1. 1200. Application of this Chapter

        2. 1201. Information required to be disclosed

      2. Disclosure requirements

        1. 1202. Disclosure required: business documents etc

        2. 1203. Exemption for large partnerships if certain conditions met

        3. 1204. Disclosure required: business premises

      3. Consequences of failure to make required disclosure

        1. 1205. Criminal consequences of failure to make required disclosure

        2. 1206. Civil consequences of failure to make required disclosure

    3. Chapter 3

      Supplementary

      1. 1207. Application of general provisions about offences

      2. 1208. Interpretation

  • Part 42

    Statutory Auditors

    1. Chapter 1

      Introductory

      1. 1209. Main purposes of Part

      2. 1210. Meaning of "statutory auditor" etc

      3. 1211. Eligibility for appointment as a statutory auditor: overview

    2. Chapter 2

      Individuals and firms

      1. Eligibility for appointment

        1. 1212. Individuals and firms: eligibility for appointment as a statutory auditor

        2. 1213. Effect of ineligibility

      2. Independence requirement

        1. 1214. Independence requirement

        2. 1215. Effect of lack of independence

      3. Effect of appointment of a partnership

        1. 1216. Effect of appointment of a partnership

      4. Supervisory bodies

        1. 1217. Supervisory bodies

        2. 1218. Exemption from liability for damages

      5. Professional qualifications

        1. 1219. Appropriate qualifications

        2. 1220. Qualifying bodies and recognised professional qualifications

        3. 1221. Approval of overseas qualifications

        4. 1222. Eligibility of individuals retaining only 1967 Act authorisation

      6. Information

        1. 1223. Matters to be notified to the Secretary of State

        2. 1224. The Secretary of State's power to call for information

      7. Enforcement

        1. 1225. Compliance orders

    3. Chapter 3

      Auditors General

      1. Eligibility for appointment

        1. 1226. Auditors General: eligibility for appointment as a statutory auditor

      2. Conduct of audits

        1. 1227. Individuals responsible for audit work on behalf of Auditors General

      3. The Independent Supervisor

        1. 1228. Appointment of the Independent Supervisor

      4. Supervision of Auditors General

        1. 1229. Supervision of Auditors General by the Independent Supervisor

        2. 1230. Duties of Auditors General in relation to supervision arrangements

      5. Reporting requirement

        1. 1231. Reports by the Independent Supervisor

      6. Information

        1. 1232. Matters to be notified to the Independent Supervisor

        2. 1233. The Independent Supervisor's power to call for information

      7. Enforcement

        1. 1234. Suspension notices

        2. 1235. Effect of suspension notices

        3. 1236. Compliance orders

      8. Proceedings

        1. 1237. Proceedings involving the Independent Supervisor

      9. Grants

        1. 1238. Grants to the Independent Supervisor

    4. Chapter 4

      The register of auditors etc

      1. 1239. The register of auditors

      2. 1240. Information to be made available to public

    5. Chapter 5

      Registered third country auditors

      1. Introductory

        1. 1241. Meaning of "third country auditor", "registered third country auditor" etc

      2. Duties

        1. 1242. Duties of registered third country auditors

      3. Information

        1. 1243. Matters to be notified to the Secretary of State

        2. 1244. The Secretary of State's power to call for information

      4. Enforcement

        1. 1245. Compliance orders

        2. 1246. Removal of third country auditors from the register of auditors

        3. 1247. Grants to bodies concerned with arrangements under Schedule 12

    6. Chapter 6

      Supplementary and general

      1. Power to require second company audit

        1. 1248. Secretary of State's power to require second audit of a company

        2. 1249. Supplementary provision about second audits

      2. False and misleading statements

        1. 1250. Misleading, false and deceptive statements

      3. Fees

        1. 1251. Fees

      4. Delegation of Secretary of State's functions

        1. 1252. Delegation of the Secretary of State's functions

        2. 1253. Delegation of functions to an existing body

      5. International obligations

        1. 1254. Directions to comply with international obligations

      6. General provision relating to offences

        1. 1255. Offences by bodies corporate, partnerships and unincorporated associations

        2. 1256. Time limits for prosecution of offences

        3. 1257. Jurisdiction and procedure in respect of offences

      7. Notices etc

        1. 1258. Service of notices

        2. 1259. Documents in electronic form

      8. Interpretation

        1. 1260. Meaning of "associate"

        2. 1261. Minor definitions

        3. 1262. Index of defined expressions

      9. Miscellaneous and general

        1. 1263. Power to make provision in consequence of changes affecting accountancy bodies

        2. 1264. Consequential amendments

  • Part 43

    Transparency obligations and related matters

    1. Introductory

      1. 1265. The transparency obligations directive

    2. Transparency obligations

      1. 1266. Transparency rules

      2. 1267. Competent authority's power to call for information

      3. 1268. Powers exercisable in case of infringement of transparency obligation

    3. Other matters

      1. 1269. Corporate governance rules

      2. 1270. Liability for false or misleading statements in certain publications

      3. 1271. Exercise of powers where UK is host member State

      4. 1272. Transparency obligations and related matters: minor and consequential amendments

      5. 1273. Corporate governance regulations

  • Part 44

    Miscellaneous provisions

    1. Regulation of actuaries etc

      1. 1274. Grants to bodies concerned with actuarial standards etc

      2. 1275. Levy to pay expenses of bodies concerned with actuarial standards etc

      3. 1276. Application of provisions to Scotland and Northern Ireland

    2. Information as to exercise of voting rights by institutional investors

      1. 1277. Power to require information about exercise of voting rights

      2. 1278. Institutions to which information provisions apply

      3. 1279. Shares to which information provisions apply

      4. 1280. Obligations with respect to provision of information

    3. Disclosure of information under the Enterprise Act 2002

      1. 1281. Disclosure of information under the Enterprise Act 2002

    4. Expenses of winding up

      1. 1282. Payment of expenses of winding up

    5. Commonhold associations

      1. 1283. Amendment of memorandum or articles of commonhold association

  • Part 45

    Northern Ireland

    1. 1284. Extension of Companies Acts to Northern Ireland

    2. 1285. Extension of GB enactments relating to SEs

    3. 1286. Extension of GB enactments relating to certain other forms of business organisation

    4. 1287. Extension of enactments relating to business names

  • Part 46

    General supplementary provisions

    1. Regulations and orders

      1. 1288. Regulations and orders: statutory instrument

      2. 1289. Regulations and orders: negative resolution procedure

      3. 1290. Regulations and orders: affirmative resolution procedure

      4. 1291. Regulations and orders: approval after being made

      5. 1292. Regulations and orders: supplementary

    2. Meaning of "enactment"

      1. 1293. Meaning of "enactment"

    3. Consequential and transitional provisions

      1. 1294. Power to make consequential amendments etc

      2. 1295. Repeals

      3. 1296. Power to make transitional provision and savings

      4. 1297. Continuity of the law

  • Part 47

    Final provisions

    1. 1298. Short title

    2. 1299. Extent

    3. 1300. Commencement

    1. Schedule 1

      Connected persons: references to an interest in shares or debentures

    2. Schedule 2

      Specified persons, descriptions of disclosures etc for the purposes of section 948

      1. Part 1

        Specified persons

      2. Part 2

        Specified descriptions of disclosures

      3. Part 3

        Overseas regulatory bodies

    3. Schedule 3

      Amendments of remaining provisions of the Companies Act 1985 relating to offences

    4. Schedule 4

      Documents and information sent or supplied to a company

      1. Part 1

        Introduction

      2. Part 2

        Communications in hard copy form

      3. Part 3

        Communications in electronic form

      4. Part 4

        Other agreed forms of communication

    5. Schedule 5

      Communications by a company

      1. Part 1

        Introduction

      2. Part 2

        Communications in hard copy form

      3. Part 3

        Communications in electronic form

      4. Part 4

        Communications by means of a website

      5. Part 5

        Other agreed forms of communication

      6. Part 6

        Supplementary provisions

    6. Schedule 6

      Meaning of "subsidiary" etc: supplementary provisions

    7. Schedule 7

      Parent and subsidiary undertakings: supplementary provisions

    8. Schedule 8

      Index of defined expressions

    9. Schedule 9

      Removal of special provisions about accounts and audit of charitable companies

      1. Part 1

        The Companies Act 1985 (c. 6)

      2. Part 2

        The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)

    10. Schedule 10

      Recognised supervisory bodies

      1. Part 1

        Grant and revocation of recognition of a supervisory body

      2. Part 2

        Requirements for recognition of a supervisory body

      3. Part 3

        Arrangements in which recognised supervisory bodies are required to participate

    11. Schedule 11

      Recognised professional qualifications

      1. Part 1

        Grant and revocation of recognition of a professional qualification

      2. Part 2

        Requirements for recognition of a professional qualification

    12. Schedule 12

      Arrangements in which registered third country auditors are required to participate

    13. Schedule 13

      Supplementary provisions with respect to delegation order

    14. Schedule 14

      Statutory auditors: consequential amendments

    15. Schedule 15

      Transparency obligations and related matters: minor and consequential amendments

      1. Part 1

        Amendments of the Financial Services and Markets Act 2000

      2. Part 2

        Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004

    16. Schedule 16

      Repeals

  • An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.

    [8th November 2006]

    Be it enacted by the Queen'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:--



    Part 1 General introductory provisions

    Companies and Companies Acts

    1 Companies

    (1) In the Companies Acts, unless the context otherwise requires--

    • "company" means a company formed and registered under this Act, that is--

      (a)

      a company so formed and registered after the commencement of this Part, or

      (b)

      a company that immediately before the commencement of this Part--

      (i)

      was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

      (ii)

      was an existing company for the purposes of that Act or that Order,

      (which is to be treated on commencement as if formed and registered under this Act).

    (2) Certain provisions of the Companies Acts apply to--

    (a) companies registered, but not formed, under this Act (see Chapter 1 of Part 33), and

    (b) bodies incorporated in the United Kingdom but not registered under this Act (see Chapter 2 of that Part).

    (3) For provisions applying to companies incorporated outside the United Kingdom, see Part 34 (overseas companies).

    2 The Companies Acts

    (1) In this Act "the Companies Acts" means--

    (a) the company law provisions of this Act,

    (b) Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (community interest companies), and

    (c) the provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that remain in force.

    (2) The company law provisions of this Act are--

    (a) the provisions of Parts 1 to 39 of this Act, and

    (b) the provisions of Parts 45 to 47 of this Act so far as they apply for the purposes of those Parts.



    Types of company

    3 Limited and unlimited companies

    (1) A company is a "limited company" if the liability of its members is limited by its constitution.

    It may be limited by shares or limited by guarantee.

    (2) If their liability is limited to the amount, if any, unpaid on the shares held by them, the company is "limited by shares".

    (3) If their liability is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up, the company is "limited by guarantee".

    (4) If there is no limit on the liability of its members, the company is an "unlimited company".

    4 Private and public companies

    (1) A "private company" is any company that is not a public company.

    (2) A "public company" is a company limited by shares or limited by guarantee and having a share capital--

    (a) whose certificate of incorporation states that it is a public company, and

    (b) in relation to which the requirements of this Act, or the former Companies Acts, as to registration or re-registration as a public company have been complied with on or after the relevant date.

    (3) For the purposes of subsection (2)(b) the relevant date is--

    (a) in relation to registration or re-registration in Great Britain, 22nd December 1980;

    (b) in relation to registration or re-registration in Northern Ireland, 1st July 1983.

    (4) For the two major differences between private and public companies, see Part 20.

    5 Companies limited by guarantee and having share capital

    (1) A company cannot be formed as, or become, a company limited by guarantee with a share capital.

    (2) Provision to this effect has been in force--

    (a) in Great Britain since 22nd December 1980, and

    (b) in Northern Ireland since 1st July 1983.

    (3) Any provision in the constitution of a company limited by guarantee that purports to divide the company's undertaking into shares or interests is a provision for a share capital.

    This applies whether or not the nominal value or number of the shares or interests is specified by the provision.

    6 Community interest companies

    (1) In accordance with Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)--

    (a) a company limited by shares or a company limited by guarantee and not having a share capital may be formed as or become a community interest company, and

    (b) a company limited by guarantee and having a share capital may become a community interest company.

    (2) The other provisions of the Companies Acts have effect subject to that Part.



    Part 2 Company formation

    General

    7 Method of forming company

    (1) A company is formed under this Act by one or more persons--

    (a) subscribing their names to a memorandum of association (see section 8), and

    (b) complying with the requirements of this Act as to registration (see sections 9 to 13).

    (2) A company may not be so formed for an unlawful purpose.

    8 Memorandum of association

    (1) A memorandum of association is a memorandum stating that the subscribers--

    (a) wish to form a company under this Act, and

    (b) agree to become members of the company and, in the case of a company that is to have a share capital, to take at least one share each.

    (2) The memorandum must be in the prescribed form and must be authenticated by each subscriber.



    Requirements for registration

    9 Registration documents

    (1) The memorandum of association must be delivered to the registrar together with an application for registration of the company, the documents required by this section and a statement of compliance.

    (2) The application for registration must state--

    (a) the company's proposed name,

    (b) whether the company's registered office is to be situated in England and Wales (or in Wales), in Scotland or in Northern Ireland,

    (c) whether the liability of the members of the company is to be limited, and if so whether it is to be limited by shares or by guarantee, and

    (d) whether the company is to be a private or a public company.

    (3) If the application is delivered by a person as agent for the subscribers to the memorandum of association, it must state his name and address.

    (4) The application must contain--

    (a) in the case of a company that is to have a share capital, a statement of capital and initial shareholdings (see section 10);

    (b) in the case of a company that is to be limited by guarantee, a statement of guarantee (see section 11);

    (c) a statement of the company's proposed officers (see section 12).

    (5) The application must also contain--

    (a) a statement of the intended address of the company's registered office; and

    (b) a copy of any proposed articles of association (to the extent that these are not supplied by the default application of model articles: see section 20).

    (6) The application must be delivered--

    (a) to the registrar of companies for England and Wales, if the registered office of the company is to be situated in England and Wales (or in Wales);

    (b) to the registrar of companies for Scotland, if the registered office of the company is to be situated in Scotland;

    (c) to the registrar of companies for Northern Ireland, if the registered office of the company is to be situated in Northern Ireland.

    10 Statement of capital and initial shareholdings

    (1) The statement of capital and initial shareholdings required to be delivered in the case of a company that is to have a share capital must comply with this section.

    (2) It must state--

    (a) the total number of shares of the company to be taken on formation by the subscribers to the memorandum of association,

    (b) the aggregate nominal value of those shares,

    (c) for each class of shares--

    (i) prescribed particulars of the rights attached to the shares,

    (ii) the total number of shares of that class, and

    (iii) the aggregate nominal value of shares of that class, and

    (d) the amount to be paid up and the amount (if any) to be unpaid on each share (whether on account of the nominal value of the share or by way of premium).

    (3) It must contain such information as may be prescribed for the purpose of identifying the subscribers to the memorandum of association.

    (4) It must state, with respect to each subscriber to the memorandum--

    (a) the number, nominal value (of each share) and class of shares to be taken by him on formation, and

    (b) the amount to be paid up and the amount (if any) to be unpaid on each share (whether on account of the nominal value of the share or by way of premium).

    (5) Where a subscriber to the memorandum is to take shares of more than one class, the information required under subsection (4)(a) is required for each class.

    11 Statement of guarantee

    (1) The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must comply with this section.

    (2) It must contain such information as may be prescribed for the purpose of identifying the subscribers to the memorandum of association.

    (3) It must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for--

    (a) payment of the debts and liabilities of the company contracted before he ceases to be a member,

    (b) payment of the costs, charges and expenses of winding up, and

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