Companies Act 2006 (c. 46)

(The document as of February, 2008)

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(d) sections 80 and 81 apply as regards the registration and effect of the change.

(6) If the company fails to comply with subsection (5)(a) or (c) an offence is committed by--

(a) the company, and

(b) every officer of the company who is in default.

(7) A person guilty of an offence under subsection (6) is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

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

(1) The person in whom any property or right is vested by section 1012 (property of dissolved company to be bona vacantia) may dispose of, or of an interest in, that property or right despite the fact that the company may be restored to the register under this Chapter.

(2) If the company is restored to the register--

(a) the restoration does not affect the disposition (but without prejudice to its effect in relation to any other property or right previously vested in or held on trust for the company), and

(b) the Crown or, as the case may be, the Duke of Cornwall shall pay to the company an amount equal to--

(i) the amount of any consideration received for the property or right or, as the case may be, the interest in it, or

(ii) the value of any such consideration at the time of the disposition,

or, if no consideration was received an amount equal to the value of the property, right or interest disposed of, as at the date of the disposition.

(3) There may be deducted from the amount payable under subsection (2)(b) the reasonable costs of the Crown representative in connection with the disposition (to the extent that they have not been paid as a condition of administrative restoration or pursuant to a court order for restoration).

(4) Where a liability accrues under subsection (2) in respect of any property or right which before the restoration of the company to the register had accrued as bona vacantia to the Duchy of Lancaster, the Attorney General of that Duchy shall represent Her Majesty in any proceedings arising in connection with that liability.

(5) Where a liability accrues under subsection (2) in respect of any property or right which before the restoration of the company to the register had accrued as bona vacantia to the Duchy of Cornwall, such persons as the Duke of Cornwall (or other possessor for the time being of the Duchy) may appoint shall represent the Duke (or other possessor) in any proceedings arising out of that liability.

(6) In this section the "Crown representative" means--

(a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy;

(b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall;

(d) in relation to other property, the Treasury Solicitor.

Part 32 Company investigations: amendments

1035 Powers of Secretary of State to give directions to inspectors

(1) In Part 14 of the Companies Act 1985 (c. 6) (investigation of companies and their affairs), after section 446 insert--

" Powers of Secretary of State to give directions to inspectors

446A General powers to give directions

(1) In exercising his functions an inspector shall comply with any direction given to him by the Secretary of State under this section.

(2) The Secretary of State may give an inspector appointed under section 431, 432(2) or 442(1) a direction--

(a) as to the subject matter of his investigation (whether by reference to a specified area of a company's operation, a specified transaction, a period of time or otherwise), or

(b) which requires the inspector to take or not to take a specified step in his investigation.

(3) The Secretary of State may give an inspector appointed under any provision of this Part a direction requiring him to secure that a specified report under section 437--

(a) includes the inspector's views on a specified matter,

(b) does not include any reference to a specified matter,

(d) is made by a specified date.

(4) A direction under this section--

(a) may be given on an inspector's appointment,

(b) may vary or revoke a direction previously given, and

(5) In this section--

(a) a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 433(1) (power to investigate affairs of holding company or subsidiary);

(b) "specified" means specified in a direction under this section.

446B Direction to terminate investigation

(1) The Secretary of State may direct an inspector to take no further steps in his investigation.

(2) The Secretary of State may give a direction under this section to an inspector appointed under section 432(1) or 442(3) only on the grounds that it appears to him that--

(a) matters have come to light in the course of the inspector's investigation which suggest that a criminal offence has been committed, and

(b) those matters have been referred to the appropriate prosecuting authority.

(3) Where the Secretary of State gives a direction under this section, any direction already given to the inspector under section 437(1) to produce an interim report, and any direction given to him under section 446A(3) in relation to such a report, shall cease to have effect.

(4) Where the Secretary of State gives a direction under this section, the inspector shall not make a final report to the Secretary of State unless--

(a) the direction was made on the grounds mentioned in subsection (2) and the Secretary of State directs the inspector to make a final report to him, or

(b) the inspector was appointed under section 432(1) (appointment in pursuance of order of the court).

(5) An inspector shall comply with any direction given to him under this section.

(6) In this section, a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 433(1) (power to investigate affairs of holding company or subsidiary). " .

(2) In section 431 of that Act (inspectors' powers during investigation) in subsection (1) for "report on them in such manner as he may direct" substitute "report the result of their investigations to him".

(3) In section 432 of that Act (other company investigations) in subsection (1) for "report on them in such manner as he directs" substitute "report the result of their investigations to him".

(4) In section 437 of that Act (inspectors' reports)--

(a) in subsection (1) omit the second sentence, and

(b) subsections (1B) and (1C) shall cease to have effect.

(5) In section 442 of that Act (power to investigate company ownership), omit subsection (2).

1036 Resignation, removal and replacement of inspectors

After section 446B of the Companies Act 1985 (c. 6) (inserted by section 1035 above) insert--

" Resignation, removal and replacement of inspectors

446C Resignation and revocation of appointment

(1) An inspector may resign by notice in writing to the Secretary of State.

(2) The Secretary of State may revoke the appointment of an inspector by notice in writing to the inspector.

446D Appointment of replacement inspectors

(1) Where--

(a) an inspector resigns,

(b) an inspector's appointment is revoked, or

the Secretary of State may appoint one or more competent inspectors to continue the investigation.

(2) An appointment under subsection (1) shall be treated for the purposes of this Part (apart from this section) as an appointment under the provision of this Part under which the former inspector was appointed.

(3) The Secretary of State must exercise his power under subsection (1) so as to secure that at least one inspector continues the investigation.

(4) Subsection (3) does not apply if--

(a) the Secretary of State could give any replacement inspector a direction under section 446B (termination of investigation), and

(b) such a direction would (under subsection (4) of that section) result in a final report not being made.

(5) In this section, references to an investigation include any investigation the former inspector conducted under section 433(1) (power to investigate affairs of holding company or subsidiary). " .

1037 Power to obtain information from former inspectors etc

(1) After section 446D of the Companies Act 1985 (c. 6) (inserted by section 1036 above) insert--

" Power to obtain information from former inspectors etc

446E Obtaining information from former inspectors etc

(1) This section applies to a person who was appointed as an inspector under this Part--

(a) who has resigned, or

(b) whose appointment has been revoked.

(2) This section also applies to an inspector to whom the Secretary of State has given a direction under section 446B (termination of investigation).

(3) The Secretary of State may direct a person to whom this section applies to produce documents obtained or generated by that person during the course of his investigation to--

(a) the Secretary of State, or

(b) an inspector appointed under this Part.

(4) The power under subsection (3) to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document--

(a) in hard copy form, or

(b) in a form from which a hard copy can be readily obtained.

(5) The Secretary of State may take copies of or extracts from a document produced in pursuance of this section.

(6) The Secretary of State may direct a person to whom this section applies to inform him of any matters that came to that person's knowledge as a result of his investigation.

(7) A person shall comply with any direction given to him under this section.

(8) In this section--

(a) references to the investigation of a former inspector or inspector include any investigation he conducted under section 433(1) (power to investigate affairs of holding company or subsidiary), and

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

(2) In section 451A of that Act (disclosure of information by Secretary of State or inspector), in subsection (1)(a) for "446" substitute "446E".

(3) In section 452(1) of that Act (privileged information) for "446" substitute "446E".

1038 Power to require production of documents

(1) In section 434 of the Companies Act 1985 (c. 6) (production of documents and evidence to inspectors), for subsection (6) substitute--

" (6) In this section "document" includes information recorded in any form.

(7) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document--

(a) in hard copy form, or

(b) in a form from which a hard copy can be readily obtained.

(8) An inspector may take copies of or extracts from a document produced in pursuance of this section. " .

(2) In section 447 of the Companies Act 1985 (power of Secretary of State to require documents and information), for subsection (9) substitute--

" (9) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document--

(a) in hard copy form, or

(b) in a form from which a hard copy can be readily obtained. " .

1039 Disqualification orders: consequential amendments

In section 8(1A)(b)(i) of the Company Directors Disqualification Act 1986 (c. 46) (disqualification after investigation of company: meaning of "investigative material")--

(a) after "section" insert "437, 446E,", and

(b) after "448" insert ", 451A".

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

(1) This section applies to--

(a) any company that was in existence on 2nd November 1862 (including any company registered under the Joint Stock Companies Acts), and

(b) any company formed after that date (whether before or after the commencement of this Act)--

(i) in pursuance of an Act of Parliament other than this Act or any of the former Companies Acts,

(ii) in pursuance of letters patent, or

(iii) that is otherwise duly constituted according to law.

(2) Any such company may on making application register under this Act.

(3) Subject to the following provisions, it may register as an unlimited company, as a company limited by shares or as a company limited by guarantee.

(4) A company having the liability of its members limited by Act of Parliament or letters patent--

(a) may not register under this section unless it is a joint stock company, and

(b) may not register under this section as an unlimited company or a company limited by guarantee.

(5) A company that is not a joint stock company may not register under this section as a company limited by shares.

(6) The registration of a company under this section is not invalid by reason that it has taken place with a view to the company's being wound up.

1041 Definition of "joint stock company"

(1) For the purposes of section 1040 (companies authorised to register under this Act) "joint stock company" means a company--

(a) having a permanent paid-up or nominal share capital of fixed amount divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and

(b) formed on the principle of having for its members the holders of those shares or that stock, and no other persons.

(2) Such a company when registered with limited liability under this Act is deemed a company limited by shares.

1042 Power to make provision by regulations

(1) The Secretary of State may make provision by regulations--

(a) for and in connection with registration under section 1040 (companies authorised to register under this Act), and

(b) as to the application to companies so registered of the provisions of the Companies Acts.

(2) Without prejudice to the generality of that power, regulations under this section may make provision corresponding to any provision formerly made by Chapter 2 of Part 22 of the Companies Act 1985 (c. 6).

(3) Regulations under this section are subject to negative resolution procedure.

Chapter 2 Unregistered companies

1043 Unregistered companies

(1) This section applies to bodies corporate incorporated in and having a principal place of business in the United Kingdom, other than--

(a) bodies incorporated by, or registered under, a public general Act of Parliament;

(b) bodies not formed for the purpose of carrying on a business that has for its object the acquisition of gain by the body or its individual members;

(d) open-ended investment companies.

(2) The Secretary of State may make provision by regulations applying specified provisions of the Companies Acts to all, or any specified description of, the bodies to which this section applies.

(3) The regulations may provide that the specified provisions of the Companies Acts apply subject to any specified limitations and to such adaptations and modifications (if any) as may be specified.

(4) This section does not--

(a) repeal or revoke in whole or in part any enactment, royal charter or other instrument constituting or regulating any body in relation to which provisions of the Companies Acts are applied by regulations under this section, or

(b) restrict the power of Her Majesty to grant a charter in lieu or supplementary to any such charter.

But in relation to any such body the operation of any such enactment, charter or instrument is suspended in so far as it is inconsistent with any of those provisions as they apply for the time being to that body.

(5) In this section "specified" means specified in the regulations.

(6) Regulations under this section are subject to negative resolution procedure.

Part 34 Overseas companies

Introductory

1044 Overseas companies

In the Companies Acts an "overseas company" means a company incorporated outside the United Kingdom.

1045 Company contracts and execution of documents by companies

(1) The Secretary of State may make provision by regulations applying sections 43 to 52 (formalities of doing business and other matters) to overseas companies, subject to such exceptions, adaptations or modifications as may be specified in the regulations.

(2) Regulations under this section are subject to negative resolution procedure.

Registration of particulars

1046 Duty to register particulars

(1) The Secretary of State may make provision by regulations requiring an overseas company--

(a) to deliver to the registrar for registration a return containing specified particulars, and

(b) to deliver to the registrar with the return specified documents.

(2) The regulations--

(a) must, in the case of a company other than a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and

(b) may, in the case of a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and

(3) In subsection (2)--

"branch" means a branch within the meaning of the Eleventh Company Law Directive (89/666/EEC);
"Gibraltar company" means a company incorporated in Gibraltar.

(4) The regulations may provide that where a company has registered particulars under this section and any alteration is made--

(a) in the specified particulars, or

(b) in any document delivered with the return,

the company must deliver to the registrar for registration a return containing specified particulars of the alteration.

(5) The regulations may make provision--

(a) requiring the return under this section to be delivered for registration to the registrar for a specified part of the United Kingdom, and

(b) requiring it to be so delivered before the end of a specified period.

(6) The regulations may make different provision according to--

(a) the place where the company is incorporated, and

(b) the activities carried on (or proposed to be carried on) by it.

This is without prejudice to the general power to make different provision for different cases.

(7) In this section "specified" means specified in the regulations.

(8) Regulations under this section are subject to affirmative resolution procedure.

1047 Registered name of overseas company

(1) Regulations under section 1046 (duty to register particulars) must require an overseas company that is required to register particulars to register its name.

(2) This may be--

(a) the company's corporate name (that is, its name under the law of the country or territory in which it is incorporated) or

(b) an alternative name specified in accordance with section 1048.

(3) Subject only to subsection (5), an EEA company may always register its corporate name.

(4) In any other case, the following provisions of Part 5 (a company's name) apply in relation to the registration of the name of an overseas company--

(a) section 53 (prohibited names);

(b) sections 54 to 56 (sensitive words and expressions);

(d) sections 66 to 74 (similarity to other names);

(e) section 75 (provision of misleading information etc);

(f) section 76 (misleading indication of activities).

(5) The provisions of section 57 (permitted characters etc) apply in every case.

(6) Any reference in the provisions mentioned in subsection (4) or (5) to a change of name shall be read as a reference to registration of a different name under section 1048.

1048 Registration under alternative name

(1) An overseas company that is required to register particulars under section 1046 may at any time deliver to the registrar for registration a statement specifying a name, other than its corporate name, under which it proposes to carry on business in the United Kingdom.

(2) An overseas company that has registered an alternative name may at any time deliver to the registrar of companies for registration a statement specifying a different name under which it proposes to carry on business in the United Kingdom (which may be its corporate name or a further alternative) in substitution for the name previously registered.

(3) The alternative name for the time being registered under this section is treated for all purposes of the law applying in the United Kingdom as the company's corporate name.

(4) This does not--

(a) affect the references in this section or section 1047 to the company's corporate name,

(b) affect any rights or obligation of the company, or

(5) Any legal proceedings that might have been continued or commenced against the company by its corporate name, or any name previously registered under this section, may be continued or commenced against it by its name for the time being so registered.

Other requirements

1049 Accounts and reports: general

(1) The Secretary of State may make provision by regulations requiring an overseas company that is required to register particulars under section 1046--

(a) to prepare the like accounts and directors' report, and

(b) to cause to be prepared such an auditor's report,

as would be required if the company were formed and registered under this Act.

(2) The regulations may for this purpose apply, with or without modifications, all or any of the provisions of--

Part 15 (accounts and reports), and
Part 16 (audit).

(3) The Secretary of State may make provision by regulations requiring an overseas company to deliver to the registrar copies of--

(a) the accounts and reports prepared in accordance with the regulations, or

(b) the accounts and reports that it is required to prepare and have audited under the law of the country in which it is incorporated.

(4) Regulations under this section are subject to negative resolution procedure.

1050 Accounts and reports: credit or financial institutions

(1) This section applies to a credit or financial institution--

(a) that is incorporated or otherwise formed outside the United Kingdom and Gibraltar,

(b) whose head office is outside the United Kingdom and Gibraltar, and

(2) In subsection (1) "branch" means a place of business that forms a legally dependent part of the institution and conducts directly all or some of the operations inherent in its business.

(3) The Secretary of State may make provision by regulations requiring an institution to which this section applies--

(a) to prepare the like accounts and directors' report, and

(b) to cause to be prepared such an auditor's report,

as would be required if the institution were a company formed and registered under this Act.

(4) The regulations may for this purpose apply, with or without modifications, all or any of the provisions of--

Part 15 (accounts and reports), and
Part 16 (audit).

(5) The Secretary of State may make provision by regulations requiring an institution to which this section applies to deliver to the registrar copies of--

(a) accounts and reports prepared in accordance with the regulations, or

(b) accounts and reports that it is required to prepare and have audited under the law of the country in which the institution has its head office.

(6) Regulations under this section are subject to negative resolution procedure.

1051 Trading disclosures

(1) The Secretary of State may by regulations make provision requiring overseas companies carrying on business in the United Kingdom--

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