Companies Act 2006 (c. 46)
(The document as of February, 2008)
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Chapter 3
Division
Introductory
919. Divisions and companies involved in a division
Requirements to be complied with in case of division
920. Draft terms of scheme (division)
921. Publication of draft terms (division)
922. Approval of members of companies involved in the division
923. Directors' explanatory report (division)
924. Expert's report (division)
925. Supplementary accounting statement (division)
926. Inspection of documents (division)
927. Report on material changes of assets of transferor company (division)
928. Approval of articles of new transferee company (division)
929. Protection of holders of securities to which special rights attached (division)
930. No allotment of shares to transferor company or its nominee (division)
Exceptions where shares of transferor company held by transferee company
931. Circumstances in which meeting of members of transferor company not required (division)
Other exceptions
932. Circumstances in which meeting of members of transferee company not required (division)
933. Agreement to dispense with reports etc (division)
934. Power of court to exclude certain requirements (division)
Chapter 4
Supplementary provisions
Expert's report and related matters
935. Expert's report: valuation by another person
936. Experts and valuers: independence requirement
937. Experts and valuers: meaning of "associate"
Powers of the court
938. Power of court to summon meeting of members or creditors of existing transferee company
939. Court to fix date for transfer of undertaking etc of transferor company
Liability of transferee companies
940. Liability of transferee companies for each other's defaults
Interpretation
941. Meaning of "liabilities" and "property"
Part 28
Takeovers etc
Chapter 1
The Takeover Panel
The Panel and its rules
942. The Panel
943. Rules
944. Further provisions about rules
945. Rulings
946. Directions
Information
947. Power to require documents and information
948. Restrictions on disclosure
949. Offence of disclosure in contravention of section 948
Co-operation
950. Panel's duty of co-operation
Hearings and appeals
951. Hearings and appeals
Contravention of rules etc
952. Sanctions
953. Failure to comply with rules about bid documentation
954. Compensation
955. Enforcement by the court
956. No action for breach of statutory duty etc
Funding
957. Fees and charges
958. Levy
959. Recovery of fees, charges or levy
Miscellaneous and supplementary
960. Panel as party to proceedings
961. Exemption from liability in damages
962. Privilege against self-incrimination
963. Annual reports
964. Amendments to Financial Services and Markets Act 2000
965. Power to extend to Isle of Man and Channel Islands
-
Chapter 2
Impediments to takeovers
Opting in and opting out
966. Opting in and opting out
967. Further provision about opting-in and opting-out resolutions
Consequences of opting in
968. Effect on contractual restrictions
969. Power of offeror to require general meeting to be called
Supplementary
970. Communication of decisions
971. Interpretation of Chapter
972. Transitory provision
973. Power to extend to Isle of Man and Channel Islands
-
Chapter 3
"Squeeze-out" and "Sell-out"
Takeover offers
974. Meaning of "takeover offer"
975. Shares already held by the offeror etc
976. Cases where offer treated as being on same terms
977. Shares to which an offer relates
978. Effect of impossibility etc of communicating or accepting offer
"Squeeze-out"
979. Right of offeror to buy out minority shareholder
980. Further provision about notices given under section 979
981. Effect of notice under section 979
982. Further provision about consideration held on trust under section 981(9)
"Sell-out"
983. Right of minority shareholder to be bought out by offeror
984. Further provision about rights conferred by section 983
985. Effect of requirement under section 983
Supplementary
986. Applications to the court
987. Joint offers
Interpretation
988. Associates
989. Convertible securities
990. Debentures carrying voting rights
991. Interpretation
-
Chapter 4
Amendments to Part 7 of the Companies Act 1985
992. Matters to be dealt with in directors' report
Part 29
Fraudulent trading
993. Offence of fraudulent trading
Part 30
Protection of members against unfair prejudice
Main provisions
994. Petition by company member
995. Petition by Secretary of State
996. Powers of the court under this Part
Supplementary provisions
997. Application of general rule-making powers
998. Copy of order affecting company's constitution to be delivered to registrar
999. Supplementary provisions where company's constitution altered
Part 31
Dissolution and restoration to the register
Chapter 1
Striking off
Registrar's power to strike off defunct company
1000. Power to strike off company not carrying on business or in operation
1001. Duty to act in case of company being wound up
1002. Supplementary provisions as to service of letter or notice
Voluntary striking off
1003. Striking off on application by company
1004. Circumstances in which application not to be made: activities of company
1005. Circumstances in which application not to be made: other proceedings not concluded
1006. Copy of application to be given to members, employees, etc
1007. Copy of application to be given to new members, employees, etc
1008. Copy of application: provisions as to service of documents
1009. Circumstances in which application to be withdrawn
1010. Withdrawal of application
1011. Meaning of "creditor"
-
Chapter 2
Property of dissolved company
Property vesting as bona vacantia
1012. Property of dissolved company to be bona vacantia
1013. Crown disclaimer of property vesting as bona vacantia
1014. Effect of Crown disclaimer
Effect of Crown disclaimer: England and Wales and Northern Ireland
1015. General effect of disclaimer
1016. Disclaimer of leaseholds
1017. Power of court to make vesting order
1018. Protection of persons holding under a lease
1019. Land subject to rentcharge
Effect of Crown disclaimer: Scotland
1020. General effect of disclaimer
1021. Power of court to make vesting order
1022. Protection of persons holding under a lease
Supplementary provisions
1023. Liability for rentcharge on company's land after dissolution
-
Chapter 3
Restoration to the register
Administrative restoration to the register
1024. Application for administrative restoration to the register
1025. Requirements for administrative restoration
1026. Application to be accompanied by statement of compliance
1027. Registrar's decision on application for administrative restoration
1028. Effect of administrative restoration
Restoration to the register by the court
1029. Application to court for restoration to the register
1030. When application to the court may be made
1031. Decision on application for restoration by the court
1032. Effect of court order for restoration to the register
Supplementary provisions
1033. Company's name on restoration
1034. Effect of restoration to the register where property has vested as bona vacantia
Part 32
Company investigations: amendments
1035. Powers of Secretary of State to give directions to inspectors
1036. Resignation, removal and replacement of inspectors
1037. Power to obtain information from former inspectors etc
1038. Power to require production of documents
1039. Disqualification orders: consequential amendments
Part 33
UK companies not formed under companies legislation
Chapter 1
Companies not formed under companies legislation but authorised to register
1040. Companies authorised to register under this Act
1041. Definition of "joint stock company"
1042. Power to make provision by regulations
Chapter 2
Unregistered companies
1043. Unregistered companies
Part 34
Overseas companies
Introductory
1044. Overseas companies
1045. Company contracts and execution of documents by companies
Registration of particulars
1046. Duty to register particulars
1047. Registered name of overseas company
1048. Registration under alternative name
Other requirements
1049. Accounts and reports: general
1050. Accounts and reports: credit or financial institutions
1051. Trading disclosures
1052. Company charges
1053. Other returns etc
Supplementary
1054. Offences
1055. Disclosure of individual's residential address: protection from disclosure
1056. Requirement to identify persons authorised to accept service of documents
1057. Registrar to whom returns, notices etc to be delivered
1058. Duty to give notice of ceasing to have registrable presence
1059. Application of provisions in case of relocation of branch
Part 35
The registrar of companies
The registrar
1060. The registrar
1061. The registrar's functions
1062. The registrar's official seal
1063. Fees payable to registrar
Certificates of incorporation
1064. Public notice of issue of certificate of incorporation
1065. Right to certificate of incorporation
Registered numbers
1066. Company's registered numbers
1067. Registered numbers of branches of overseas company
Delivery of documents to the registrar
1068. Registrar's requirements as to form, authentication and manner of delivery
1069. Power to require delivery by electronic means
1070. Agreement for delivery by electronic means
1071. Document not delivered until received
Requirements for proper delivery
1072. Requirements for proper delivery
1073. Power to accept documents not meeting requirements for proper delivery
1074. Documents containing unnecessary material
1075. Informal correction of document
1076. Replacement of document not meeting requirements for proper delivery
Public notice of receipt of certain documents
1077. Public notice of receipt of certain documents
1078. Documents subject to Directive disclosure requirements
1079. Effect of failure to give public notice
The register
1080. The register
1081. Annotation of the register
1082. Allocation of unique identifiers
1083. Preservation of original documents
1084. Records relating to companies that have been dissolved etc
Inspection etc of the register
1085. Inspection of the register
1086. Right to copy of material on the register
1087. Material not available for public inspection
1088. Application to registrar to make address unavailable for public inspection
1097. Powers of court on ordering removal of material from the register
1098. Public notice of removal of certain material from the register
The registrar's index of company names
1099. The registrar's index of company names
1100. Right to inspect index
1101. Power to amend enactments relating to bodies other than companies
Language requirements: translation
1102. Application of language requirements
1103. Documents to be drawn up and delivered in English
1104. Documents relating to Welsh companies
1105. Documents that may be drawn up and delivered in other languages
1106. Voluntary filing of translations
1107. Certified translations
Language requirements: transliteration
1108. Transliteration of names and addresses: permitted characters
1109. Transliteration of names and addresses: voluntary transliteration into Roman characters
1110. Transliteration of names and addresses: certification
Supplementary provisions
1111. Registrar's requirements as to certification or verification
1112. General false statement offence
1113. Enforcement of company's filing obligations
1114. Application of provisions about documents and delivery
1115. Supplementary provisions relating to electronic communications
1116. Alternative to publication in the Gazette
1117. Registrar's rules
1118. Payments into the Consolidated Fund
1119. Contracting out of registrar's functions
1120. Application of Part to overseas companies
Part 36
Offences under the Companies Acts
Liability of officer in default
1121. Liability of officer in default
1122. Liability of company as officer in default
1123. Application to bodies other than companies
Offences under the Companies Act 1985
1124. Amendments of the Companies Act 1985
General provisions
1125. Meaning of "daily default fine"
1126. Consents required for certain prosecutions
1127. Summary proceedings: venue
1128. Summary proceedings: time limit for proceedings
1129. Legal professional privilege
1130. Proceedings against unincorporated bodies
1131. Imprisonment on summary conviction in England and Wales: transitory provision
Production and inspection of documents
1132. Production and inspection of documents where offence suspected
Supplementary
1133. Transitional provision
Part 37
Companies: supplementary provisions
Company records
1134. Meaning of "company records"
1135. Form of company records
1136. Regulations about where certain company records to be kept available for inspection
1137. Regulations about inspection of records and provision of copies
1138. Duty to take precautions against falsification
Service addresses
1139. Service of documents on company
1140. Service of documents on directors, secretaries and others
1141. Service addresses
1142. Requirement to give service address
Sending or supplying documents or information
1143. The company communications provisions
1144. Sending or supplying documents or information
1145. Right to hard copy version
1146. Requirement of authentication
1147. Deemed delivery of documents and information
1148. Interpretation of company communications provisions
Requirements as to independent valuation
1149. Application of valuation requirements
1150. Valuation by qualified independent person
1151. The independence requirement
1152. Meaning of "associate"
1153. Valuer entitled to full disclosure
Notice of appointment of certain officers
1154. Duty to notify registrar of certain appointments etc
1155. Offence of failure to give notice
Courts and legal proceedings
1156. Meaning of "the court"
1157. Power of court to grant relief in certain cases
Part 38
Companies: interpretation
Meaning of "UK-registered company"
1158. Meaning of "UK-registered company"
Meaning of "subsidiary" and related expressions
1159. Meaning of "subsidiary" etc
1160. Meaning of "subsidiary" etc: power to amend
Meaning of "undertaking" and related expressions
1161. Meaning of "undertaking" and related expressions
1162. Parent and subsidiary undertakings
Other definitions
1163. "Non-cash asset"
1164. Meaning of "banking company" and "banking group"
1165. Meaning of "insurance company" and related expressions
1166. "Employees' share scheme"
1167. Meaning of "prescribed"
1168. Hard copy and electronic form and related expressions
1169. Dormant companies
1170. Meaning of "EEA State" and related expressions
1171. The former Companies Acts
General
1172. References to requirements of this Act
1173. Minor definitions: general
1174. Index of defined expressions
Part 39
Companies: minor amendments
1175. Removal of special provisions about accounts and audit of charitable companies
1176. Power of Secretary of State to bring civil proceedings on company's behalf
1177. Repeal of certain provisions about company directors
1178. Repeal of requirement that certain companies publish periodical statement
1179. Repeal of requirement that Secretary of State prepare annual report
1180. Repeal of certain provisions about company charges
1181. Access to constitutional documents of RTE and RTM companies
Part 40
Company directors: foreign disqualification etc
Introductory
1182. Persons subject to foreign restrictions
1183. Meaning of "the court" and "UK company"
Power to disqualify
1184. Disqualification of persons subject to foreign restrictions
1185. Disqualification regulations: supplementary
1186. Offence of breach of disqualification
Power to make persons liable for company's debts
1187. Personal liability for debts of company
Power to require statements to be sent to the registrar of companies
1188. Statements from persons subject to foreign restrictions
1189. Statements from persons disqualified
1190. Statements: whether to be made public
1191. Offences
Part 41
Business names
Chapter 1
Restricted or prohibited names
Introductory
1192. Application of this Chapter
Sensitive words or expressions
1193. Name suggesting connection with government or public authority
1194. Other sensitive words or expressions
1195. Requirement to seek comments of government department or other relevant body
1196. Withdrawal of Secretary of State's approval
Misleading names
1197. Name containing inappropriate indication of company type or legal form
1198. Name giving misleading indication of activities
Supplementary
1199. Savings for existing lawful business names
-
Chapter 2
Disclosure required in case of individual or partnership
Introductory
1200. Application of this Chapter
1201. Information required to be disclosed
Disclosure requirements
1202. Disclosure required: business documents etc
1203. Exemption for large partnerships if certain conditions met
1204. Disclosure required: business premises
Consequences of failure to make required disclosure
1205. Criminal consequences of failure to make required disclosure
1206. Civil consequences of failure to make required disclosure
-
Chapter 3
Supplementary
1207. Application of general provisions about offences
1208. Interpretation
Part 42
Statutory Auditors
Chapter 1
Introductory
1209. Main purposes of Part
1210. Meaning of "statutory auditor" etc
1211. Eligibility for appointment as a statutory auditor: overview
Chapter 2
Individuals and firms
Eligibility for appointment
1212. Individuals and firms: eligibility for appointment as a statutory auditor
1213. Effect of ineligibility
Independence requirement
1214. Independence requirement
1215. Effect of lack of independence
Effect of appointment of a partnership
1216. Effect of appointment of a partnership
Supervisory bodies
1217. Supervisory bodies
1218. Exemption from liability for damages
Professional qualifications
1219. Appropriate qualifications
1220. Qualifying bodies and recognised professional qualifications
1221. Approval of overseas qualifications
1222. Eligibility of individuals retaining only 1967 Act authorisation
Information
1223. Matters to be notified to the Secretary of State
1224. The Secretary of State's power to call for information
Enforcement
1225. Compliance orders
-
Chapter 3
Auditors General
Eligibility for appointment
1226. Auditors General: eligibility for appointment as a statutory auditor
Conduct of audits
1227. Individuals responsible for audit work on behalf of Auditors General
The Independent Supervisor
1228. Appointment of the Independent Supervisor
Supervision of Auditors General
1229. Supervision of Auditors General by the Independent Supervisor
1230. Duties of Auditors General in relation to supervision arrangements
Reporting requirement
1231. Reports by the Independent Supervisor
Information
1232. Matters to be notified to the Independent Supervisor
1233. The Independent Supervisor's power to call for information
Enforcement
1234. Suspension notices
1235. Effect of suspension notices
1236. Compliance orders
Proceedings
1237. Proceedings involving the Independent Supervisor
Grants
1238. Grants to the Independent Supervisor
-
Chapter 4
The register of auditors etc
1239. The register of auditors
1240. Information to be made available to public
Chapter 5
Registered third country auditors
Introductory
1241. Meaning of "third country auditor", "registered third country auditor" etc
Duties
1242. Duties of registered third country auditors
Information
1243. Matters to be notified to the Secretary of State
1244. The Secretary of State's power to call for information
Enforcement
1245. Compliance orders
1246. Removal of third country auditors from the register of auditors
1247. Grants to bodies concerned with arrangements under Schedule 12
-
Chapter 6
Supplementary and general
Power to require second company audit
1248. Secretary of State's power to require second audit of a company
1249. Supplementary provision about second audits
False and misleading statements
1250. Misleading, false and deceptive statements
Fees
1251. Fees
Delegation of Secretary of State's functions
1252. Delegation of the Secretary of State's functions
1253. Delegation of functions to an existing body
International obligations
1254. Directions to comply with international obligations
General provision relating to offences
1255. Offences by bodies corporate, partnerships and unincorporated associations
1256. Time limits for prosecution of offences
1257. Jurisdiction and procedure in respect of offences
Notices etc
1258. Service of notices
1259. Documents in electronic form
Interpretation
1260. Meaning of "associate"
1261. Minor definitions
1262. Index of defined expressions
Miscellaneous and general
1263. Power to make provision in consequence of changes affecting accountancy bodies
1264. Consequential amendments
Part 43
Transparency obligations and related matters
Introductory
1265. The transparency obligations directive
Transparency obligations
1266. Transparency rules
1267. Competent authority's power to call for information
1268. Powers exercisable in case of infringement of transparency obligation
Other matters
1269. Corporate governance rules
1270. Liability for false or misleading statements in certain publications
1271. Exercise of powers where UK is host member State
1272. Transparency obligations and related matters: minor and consequential amendments
1273. Corporate governance regulations
Part 44
Miscellaneous provisions
Regulation of actuaries etc
1274. Grants to bodies concerned with actuarial standards etc
1275. Levy to pay expenses of bodies concerned with actuarial standards etc
1276. Application of provisions to Scotland and Northern Ireland
Information as to exercise of voting rights by institutional investors
1277. Power to require information about exercise of voting rights
1278. Institutions to which information provisions apply
1279. Shares to which information provisions apply
1280. Obligations with respect to provision of information
Disclosure of information under the Enterprise Act 2002
1281. Disclosure of information under the Enterprise Act 2002
Expenses of winding up
1282. Payment of expenses of winding up
Commonhold associations
1283. Amendment of memorandum or articles of commonhold association
Part 45
Northern Ireland
1284. Extension of Companies Acts to Northern Ireland
1285. Extension of GB enactments relating to SEs
1286. Extension of GB enactments relating to certain other forms of business organisation
1287. Extension of enactments relating to business names
Part 46
General supplementary provisions
Regulations and orders
1288. Regulations and orders: statutory instrument
1289. Regulations and orders: negative resolution procedure
1290. Regulations and orders: affirmative resolution procedure
1291. Regulations and orders: approval after being made
1292. Regulations and orders: supplementary
Meaning of "enactment"
1293. Meaning of "enactment"
Consequential and transitional provisions
1294. Power to make consequential amendments etc
1295. Repeals
1296. Power to make transitional provision and savings
1297. Continuity of the law
Part 47
Final provisions
1298. Short title
1299. Extent
1300. Commencement
Schedule 1
Connected persons: references to an interest in shares or debentures
Schedule 2
Specified persons, descriptions of disclosures etc for the purposes of section 948
Part 1
Specified persons
Part 2
Specified descriptions of disclosures
Part 3
Overseas regulatory bodies
Schedule 3
Amendments of remaining provisions of the Companies Act 1985 relating to offences
Schedule 4
Documents and information sent or supplied to a company
Part 1
Introduction
Part 2
Communications in hard copy form
Part 3
Communications in electronic form
Part 4
Other agreed forms of communication
Schedule 5
Communications by a company
Part 1
Introduction
Part 2
Communications in hard copy form
Part 3
Communications in electronic form
Part 4
Communications by means of a website
Part 5
Other agreed forms of communication
Part 6
Supplementary provisions
Schedule 6
Meaning of "subsidiary" etc: supplementary provisions
Schedule 7
Parent and subsidiary undertakings: supplementary provisions
Schedule 8
Index of defined expressions
Schedule 9
Removal of special provisions about accounts and audit of charitable companies
Part 1
The Companies Act 1985 (c. 6)
Part 2
The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)
Schedule 10
Recognised supervisory bodies
Part 1
Grant and revocation of recognition of a supervisory body
Part 2
Requirements for recognition of a supervisory body
Part 3
Arrangements in which recognised supervisory bodies are required to participate
Schedule 11
Recognised professional qualifications
Part 1
Grant and revocation of recognition of a professional qualification
Part 2
Requirements for recognition of a professional qualification
Schedule 12
Arrangements in which registered third country auditors are required to participate
Schedule 13
Supplementary provisions with respect to delegation order
Schedule 14
Statutory auditors: consequential amendments
Schedule 15
Transparency obligations and related matters: minor and consequential amendments
Part 1
Amendments of the Financial Services and Markets Act 2000
Part 2
Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004
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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