Companies Act 2006 (c. 46)

(The document as of February, 2008)

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(2) The provisions of the Companies Acts conferring jurisdiction on "the court" as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom.

(3) The Lord Chancellor may, with the concurrence of the Lord Chief Justice, by order--

(a) exclude a county court from having jurisdiction under the Companies Acts, and

(b) for the purposes of that jurisdiction attach that court's district, or any part of it, to another county court.

(4) The Lord Chief Justice may nominate a judicial office holder (as defined in section 109(4) of the Constitutional Reform Act 2005 (c. 4)) to exercise his functions under subsection (3).

1157 Power of court to grant relief in certain cases

(1) If in proceedings for negligence, default, breach of duty or breach of trust against--

(a) an officer of a company, or

(b) a person employed by a company as auditor (whether he is or is not an officer of the company),

it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust--

(a) he may apply to the court for relief, and

(b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.

Part 38 Companies: interpretation

Meaning of "UK-registered company"

1158 Meaning of "UK-registered company"

In the Companies Acts "UK-registered company" means a company registered under this Act.

The expression does not include an overseas company that has registered particulars under section 1046.

Meaning of "subsidiary" and related expressions

1159 Meaning of "subsidiary" etc

(1) A company is a "subsidiary" of another company, its "holding company", if that other company--

(a) holds a majority of the voting rights in it, or

(b) is a member of it and has the right to appoint or remove a majority of its board of directors, or

(c) is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it,

or if it is a subsidiary of a company that is itself a subsidiary of that other company.

(2) A company is a "wholly-owned subsidiary" of another company if it has no members except that other and that other's wholly-owned subsidiaries or persons acting on behalf of that other or its wholly-owned subsidiaries.

(3) Schedule 6 contains provisions explaining expressions used in this section and otherwise supplementing this section.

(4) In this section and that Schedule "company" includes any body corporate.

1160 Meaning of "subsidiary" etc: power to amend

(1) The Secretary of State may by regulations amend the provisions of section 1159 (meaning of "subsidiary" etc) and Schedule 6 (meaning of "subsidiary" etc: supplementary provisions) so as to alter the meaning of the expressions "subsidiary", "holding company" or "wholly-owned subsidiary".

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

(3) Any amendment made by regulations under this section does not apply for the purposes of enactments outside the Companies Acts unless the regulations so provide.

(4) So much of section 23(3) of the Interpretation Act 1978 (c. 30) as applies section 17(2)(a) of that Act (effect of repeal and re-enactment) to deeds, instruments and documents other than enactments does not apply in relation to any repeal and re-enactment effected by regulations under this section.

Meaning of "undertaking" and related expressions

1161 Meaning of "undertaking" and related expressions

(1) In the Companies Acts "undertaking" means--

(a) a body corporate or partnership, or

(b) an unincorporated association carrying on a trade or business, with or without a view to profit.

(2) In the Companies Acts references to shares--

(a) in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and

(b) in relation to an undertaking without capital, are to interests--

(i) conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or

(ii) giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.

(3) Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description.

This is subject to provision in any specific context providing for the translation of such expressions.

(4) References in the Companies Acts to "fellow subsidiary undertakings" are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other.

(5) In the Companies Acts "group undertaking", in relation to an undertaking, means an undertaking which is--

(a) a parent undertaking or subsidiary undertaking of that undertaking, or

(b) a subsidiary undertaking of any parent undertaking of that undertaking.

1162 Parent and subsidiary undertakings

(1) This section (together with Schedule 7) defines "parent undertaking" and "subsidiary undertaking" for the purposes of the Companies Acts.

(2) An undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if--

(a) it holds a majority of the voting rights in the undertaking, or

(b) it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or

(i) by virtue of provisions contained in the undertaking's articles, or

(ii) by virtue of a control contract, or

(d) it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.

(3) For the purposes of subsection (2) an undertaking shall be treated as a member of another undertaking--

(a) if any of its subsidiary undertakings is a member of that undertaking, or

(b) if any shares in that other undertaking are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings.

(4) An undertaking is also a parent undertaking in relation to another undertaking, a subsidiary undertaking, if--

(a) it has the power to exercise, or actually exercises, dominant influence or control over it, or

(b) it and the subsidiary undertaking are managed on a unified basis.

(5) A parent undertaking shall be treated as the parent undertaking of undertakings in relation to which any of its subsidiary undertakings are, or are to be treated as, parent undertakings; and references to its subsidiary undertakings shall be construed accordingly.

(6) Schedule 7 contains provisions explaining expressions used in this section and otherwise supplementing this section.

(7) In this section and that Schedule references to shares, in relation to an undertaking, are to allotted shares.

Other definitions

1163 "Non-cash asset"

(1) In the Companies Acts "non-cash asset" means any property or interest in property, other than cash.

For this purpose "cash" includes foreign currency.

(2) A reference to the transfer or acquisition of a non-cash asset includes--

(a) the creation or extinction of an estate or interest in, or a right over, any property, and

(b) the discharge of a liability of any person, other than a liability for a liquidated sum.

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

(1) This section defines "banking company" and "banking group" for the purposes of the Companies Acts.

(2) "Banking company" means a person who has permission under Part 4 of the Financial Services and Markets Act 2000 (c. 8) to accept deposits, other than--

(a) a person who is not a company, and

(b) a person who has such permission only for the purpose of carrying on another regulated activity in accordance with permission under that Part.

(3) The definition in subsection (2) must be read with section 22 of that Act, any relevant order under that section and Schedule 2 to that Act.

(4) References to a banking group are to a group where the parent company is a banking company or where--

(a) the parent company's principal subsidiary undertakings are wholly or mainly credit institutions, and

(b) the parent company does not itself carry on any material business apart from the acquisition, management and disposal of interests in subsidiary undertakings.

"Group" here means a parent undertaking and its subsidiary undertakings.

(5) For the purposes of subsection (4)--

(a) a parent company's principal subsidiary undertakings are the subsidiary undertakings of the company whose results or financial position would principally affect the figures shown in the group accounts, and

(b) the management of interests in subsidiary undertakings includes the provision of services to such undertakings.

1165 Meaning of "insurance company" and related expressions

(1) This section defines "insurance company", "authorised insurance company", "insurance group" and "insurance market activity" for the purposes of the Companies Acts.

(2) An "authorised insurance company" means a person (whether incorporated or not) who has permission under Part 4 of the Financial Services and Markets Act 2000 (c. 8) to effect or carry out contracts of insurance.

(3) An "insurance company" means--

(a) an authorised insurance company, or

(b) any other person (whether incorporated or not) who--

(i) carries on insurance market activity, or

(ii) may effect or carry out contracts of insurance under which the benefits provided by that person are exclusively or primarily benefits in kind in the event of accident to or breakdown of a vehicle.

(4) Neither expression includes a friendly society within the meaning of the Friendly Societies Act 1992 (c. 40).

(5) References to an insurance group are to a group where the parent company is an insurance company or where--

(a) the parent company's principal subsidiary undertakings are wholly or mainly insurance companies, and

(b) the parent company does not itself carry on any material business apart from the acquisition, management and disposal of interests in subsidiary undertakings.

"Group" here means a parent undertaking and its subsidiary undertakings.

(6) For the purposes of subsection (5)--

(b) the management of interests in subsidiary undertakings includes the provision of services to such undertakings.

(7) "Insurance market activity" has the meaning given in section 316(3) of the Financial Services and Markets Act 2000.

(8) References in this section to contracts of insurance and to the effecting or carrying out of such contracts must be read with section 22 of that Act, any relevant order under that section and Schedule 2 to that Act.

1166 "Employees' share scheme"

For the purposes of the Companies Acts an employees' share scheme is a scheme for encouraging or facilitating the holding of shares in or debentures of a company by or for the benefit of--

(a) the bona fide employees or former employees of--

(i) the company,

(ii) any subsidiary of the company, or

(iii) the company's holding company or any subsidiary of the company's holding company, or

(b) the spouses, civil partners, surviving spouses, surviving civil partners, or minor children or step-children of such employees or former employees.

1167 Meaning of "prescribed"

In the Companies Acts "prescribed" means prescribed (by order or by regulations) by the Secretary of State.

1168 Hard copy and electronic form and related expressions

(1) The following provisions apply for the purposes of the Companies Acts.

(2) A document or information is sent or supplied in hard copy form if it is sent or supplied in a paper copy or similar form capable of being read.

References to hard copy have a corresponding meaning.

(3) A document or information is sent or supplied in electronic form if it is sent or supplied--

(a) by electronic means (for example, by e-mail or fax), or

(b) by any other means while in an electronic form (for example, sending a disk by post).

References to electronic copy have a corresponding meaning.

(4) A document or information is sent or supplied by electronic means if it is--

(a) sent initially and received at its destination by means of electronic equipment for the processing (which expression includes digital compression) or storage of data, and

(b) entirely transmitted, conveyed and received by wire, by radio, by optical means or by other electromagnetic means.

References to electronic means have a corresponding meaning.

(5) A document or information authorised or required to be sent or supplied in electronic form must be sent or supplied in a form, and by a means, that the sender or supplier reasonably considers will enable the recipient--

(a) to read it, and

(b) to retain a copy of it.

(6) For the purposes of this section, a document or information can be read only if--

(a) it can be read with the naked eye, or

(b) to the extent that it consists of images (for example photographs, pictures, maps, plans or drawings), it can be seen with the naked eye.

(7) The provisions of this section apply whether the provision of the Companies Acts in question uses the words "sent" or "supplied" or uses other words (such as "deliver", "provide", "produce" or, in the case of a notice, "give") to refer to the sending or supplying of a document or information.

1169 Dormant companies

(1) For the purposes of the Companies Acts a company is "dormant" during any period in which it has no significant accounting transaction.

(2) A "significant accounting transaction" means a transaction that is required by section 386 to be entered in the company's accounting records.

(3) In determining whether or when a company is dormant, there shall be disregarded--

(a) any transaction arising from the taking of shares in the company by a subscriber to the memorandum as a result of an undertaking of his in connection with the formation of the company;

(b) any transaction consisting of the payment of--

(i) a fee to the registrar on a change of the company's name,

(ii) a fee to the registrar on the re-registration of the company,

(iii) a penalty under section 453 (penalty for failure to file accounts), or

(iv) a fee to the registrar for the registration of an annual return.

(4) Any reference in the Companies Acts to a body corporate other than a company being dormant has a corresponding meaning.

1170 Meaning of "EEA State" and related expressions

In the Companies Acts--

"EEA State" means a state which is a Contracting Party to the Agreement on the European Economic Area signed at Oporto on 2nd May 1992 (as it has effect from time to time);
"EEA company" and "EEA undertaking" mean a company or undertaking governed by the law of an EEA State.

1171 The former Companies Acts

In the Companies Acts--

"the former Companies Acts" means--
(a)
the Joint Stock Companies Acts, the Companies Act 1862 (c. 89), the Companies (Consolidation) Act 1908 (c. 69), the Companies Act 1929 (c. 23), the Companies Act (Northern Ireland) 1932 (c. 7 (N.I.)), the Companies Acts 1948 to 1983, the Companies Act (Northern Ireland) 1960 (c. 22 (N.I.)), the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) and the Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 (S.I. 1986/1035 (N.I. 9)), and
(b)
the provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that are no longer in force;
"the Joint Stock Companies Acts" means the Joint Stock Companies Act 1856 (c. 47), the Joint Stock Companies Acts 1856, 1857 (20 & 21 Vict. c. 14), the Joint Stock Banking Companies Act 1857 (c. 49), and the Act to enable Joint Stock Banking Companies to be formed on the principle of limited liability (1858 c. 91), but does not include the Joint Stock Companies Act 1844 (c. 110).

General

1172 References to requirements of this Act

References in the company law provisions of this Act to the requirements of this Act include the requirements of regulations and orders made under it.

1173 Minor definitions: general

(1) In the Companies Acts--

"body corporate" and "corporation" include a body incorporated outside the United Kingdom, but do not include--
(a)
a corporation sole, or
(b)
a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed;
"credit institution" means a credit institution as defined in Article 4.1(a) of Directive 2006/48/EC of the European Parliament and of the Council relating to the taking up and pursuit of the business of credit institutions;
"financial institution" means a financial institution within the meaning of Article 1.1 of the Council Directive on the obligations of branches established in a Member State of credit and financial institutions having their head offices outside that Member State regarding the publication of annual accounting documents (the Bank Branches Directive, 89/117/EEC);
"firm" means any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association;
"the Gazette" means--
(a)
as respects companies registered in England and Wales, the London Gazette,
(b)
as respects companies registered in Scotland, the Edinburgh Gazette, and
(c)
as respects companies registered in Northern Ireland, the Belfast Gazette;
"hire-purchase agreement" has the same meaning as in the Consumer Credit Act 1974 (c. 39);
"officer", in relation to a body corporate, includes a director, manager or secretary;
"parent company" means a company that is a parent undertaking (see section 1162 and Schedule 7);
"regulated activity" has the meaning given in section 22 of the Financial Services and Markets Act 2000 (c. 8);
"regulated market" has the same meaning as in Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments (see Article 4.1(14));
"working day", in relation to a company, means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 (c. 80) in the part of the United Kingdom where the company is registered.

(2) In relation to an EEA State that has not implemented Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments, the following definition of "regulated market" has effect in place of that in subsection (1)--

"regulated market" has the same meaning as it has in Council Directive 93/22/EEC on investment services in the securities field.

1174 Index of defined expressions

Schedule 8 contains an index of provisions defining or otherwise explaining expressions used in the Companies Acts.

Part 39 Companies: minor amendments

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

(1) Part 7 of the Companies Act 1985 (c. 6) and Part 8 of the Companies (Northern Ireland) Order 1986 (accounts and audit) are amended in accordance with Schedule 9 to this Act so as to remove the special provisions about companies that are charities.

(2) In that Schedule--

Part 1 contains repeals and consequential amendments of provisions of the Companies Act 1985;
Part 2 contains repeals and consequential amendments of provisions of the Companies (Northern Ireland) Order 1986.

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

(1) Section 438 of the Companies Act 1985 (power of Secretary of State to bring civil proceedings on company's behalf) shall cease to have effect.

(2) In section 439 of that Act (expenses of investigating company's affairs)--

(a) in subsection (2) omit ", or is ordered to pay the whole or any part of the costs of proceedings brought under section 438,";

(b) omit subsections (3) and (7) (which relate to section 438);

(i) for "subsections (2) and (3)" substitute "subsection (2)", and

(ii) omit "; and any such liability imposed by subsection (2) is (subject as mentioned above) a liability also to indemnify all persons against liability under subsection (3)".

(3) In section 453(1A) of that Act (investigation of overseas companies: provisions not applicable), omit paragraph (b) (which relates to section 438).

(4) Nothing in this section affects proceedings brought under section 438 before the commencement of this section.

1177 Repeal of certain provisions about company directors

The following provisions of Part 10 of the Companies Act 1985 shall cease to have effect--

section 311 (prohibition on tax-free payments to directors);
sections 323 and 327 (prohibition on directors dealing in share options);
sections 324 to 326 and 328 to 329, and Parts 2 to 4 of Schedule 13 (register of directors' interests);
sections 343 and 344 (special procedure for disclosure by banks).

1178 Repeal of requirement that certain companies publish periodical statement

The following provisions shall cease to have effect--

section 720 of the Companies Act 1985 (c. 6) (certain companies to publish periodical statement), and
Schedule 23 to that Act (form of statement under section 720).

1179 Repeal of requirement that Secretary of State prepare annual report

Section 729 of the Companies Act 1985 (annual report to Parliament by Secretary of State on matters within the Companies Acts) shall cease to have effect.

1180 Repeal of certain provisions about company charges

Part 4 of the Companies Act 1989 (c. 40) (registration of company charges), which has not been brought into force, is repealed.

1181 Access to constitutional documents of RTE and RTM companies

(1) The Secretary of State may by order--

(a) amend Chapter 1 of Part 1 of the Leasehold Reform, Housing and Urban Development Act 1993 (c. 28) for the purpose of facilitating access to the provisions of the articles or any other constitutional document of RTE companies;

(b) amend Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 2002 (c. 15) (leasehold reform) for the purpose of facilitating access to the provisions of the articles or any other constitutional document of RTM companies.

(2) References in subsection (1) to provisions of a company's articles or any other constitutional document include any provisions included in those documents by virtue of any enactment.

(3) An order under this section is subject to negative resolution procedure.

(4) In this section--

"RTE companies" has the same meaning as in Chapter 1 of Part 1 of the Leasehold Reform, Housing and Urban Development Act 1993;
"RTM companies" has the same meaning as in Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 2002.

Part 40 Company directors: foreign disqualification etc

Introductory

1182 Persons subject to foreign restrictions

(1) This section defines what is meant by references in this Part to a person being subject to foreign restrictions.

(2) A person is subject to foreign restrictions if under the law of a country or territory outside the United Kingdom--

(a) he is, by reason of misconduct or unfitness, disqualified to any extent from acting in connection with the affairs of a company,

(b) he is, by reason of misconduct or unfitness, required--

(i) to obtain permission from a court or other authority, or

(ii) to meet any other condition,

before acting in connection with the affairs of a company, or

(c) he has, by reason of misconduct or unfitness, given undertakings to a court or other authority of a country or territory outside the United Kingdom--

(i) not to act in connection with the affairs of a company, or

(ii) restricting the extent to which, or the way in which, he may do so.

(3) The references in subsection (2) to acting in connection with the affairs of a company are to doing any of the following--

(a) being a director of a company,

(b) acting as receiver of a company's property, or

(4) In this section--

(a) "company" means a company incorporated or formed under the law of the country or territory in question, and

(b) in relation to such a company--

"director" means the holder of an office corresponding to that of director of a UK company; and
"receiver" includes any corresponding officer under the law of that country or territory.

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

In this Part--

"the court" means--
(a)
in England and Wales, the High Court or a county court;
(b)
in Scotland, the Court of Session or the sheriff court;
(c)
in Northern Ireland, the High Court;
"UK company" means a company registered under this Act.

Power to disqualify

1184 Disqualification of persons subject to foreign restrictions

(1) The Secretary of State may make provision by regulations disqualifying a person subject to foreign restrictions from--

(a) being a director of a UK company,

(b) acting as receiver of a UK company's property, or

(c) in any way, whether directly or indirectly, being concerned or taking part in the promotion, formation or management of a UK company.

(2) The regulations may provide that a person subject to foreign restrictions--

(a) is disqualified automatically by virtue of the regulations, or

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