Companies Act 2006 (c. 46)

(The document as of February, 2008)

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(8) In this section "subordinate legislation" has the same meaning as in the Interpretation Act 1978 (c. 30).

Part 47 Final provisions

1298 Short title

The short title of this Act is the Companies Act 2006.

1299 Extent

Except as otherwise provided (or the context otherwise requires), the provisions of this Act extend to the whole of the United Kingdom.

1300 Commencement

(1) The following provisions come into force on the day this Act is passed--

(a) Part 43 (transparency obligations and related matters), except the amendment in paragraph 11(2) of Schedule 15 of the definition of "regulated market" in Part 6 of the Financial Services and Markets Act 2000 (c. 8),

(b) in Part 44 (miscellaneous provisions)--

section 1274 (grants to bodies concerned with actuarial standards etc), and
section 1276 (application of provisions to Scotland and Northern Ireland),

(d) this Part.

(2) The other provisions of this Act come into force on such day as may be appointed by order of the Secretary of State or the Treasury.

SCHEDULES

Sections 254 and 255

SCHEDULE 1 Connected persons: references to an interest in shares or debentures

Introduction

1 (1) The provisions of this Schedule have effect for the interpretation of references in sections 254 and 255 (directors connected with or controlling a body corporate) to an interest in shares or debentures.

(2) The provisions are expressed in relation to shares but apply to debentures as they apply to shares.

General provisions

2 (1) A reference to an interest in shares includes any interest of any kind whatsoever in shares.

(2) Any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject shall be disregarded.

(3) It is immaterial that the shares in which a person has an interest are not identifiable.

(4) Persons having a joint interest in shares are deemed each of them to have that interest.

Rights to acquire shares

3 (1) A person is taken to have an interest in shares if he enters into a contract to acquire them.

(2) A person is taken to have an interest in shares if--

(a) he has a right to call for delivery of the shares to himself or to his order, or

(b) he has a right to acquire an interest in shares or is under an obligation to take an interest in shares,

whether the right or obligation is conditional or absolute.

(3) Rights or obligations to subscribe for shares are not to be taken for the purposes of sub-paragraph (2) to be rights to acquire or obligations to take an interest in shares.

(4) A person ceases to have an interest in shares by virtue of this paragraph--

(a) on the shares being delivered to another person at his order--

(i) in fulfilment of a contract for their acquisition by him, or

(ii) in satisfaction of a right of his to call for their delivery;

(b) on a failure to deliver the shares in accordance with the terms of such a contract or on which such a right falls to be satisfied;

Right to exercise or control exercise of rights

4 (1) A person is taken to have an interest in shares if, not being the registered holder, he is entitled--

(a) to exercise any right conferred by the holding of the shares, or

(b) to control the exercise of any such right.

(2) For this purpose a person is taken to be entitled to exercise or control the exercise of a right conferred by the holding of shares if he--

(a) has a right (whether subject to conditions or not) the exercise of which would make him so entitled, or

(b) is under an obligation (whether or not so subject) the fulfilment of which would make him so entitled.

(3) A person is not by virtue of this paragraph taken to be interested in shares by reason only that--

(a) he has been appointed a proxy to exercise any of the rights attached to the shares, or

(b) he has been appointed by a body corporate to act as its representative at any meeting of a company or of any class of its members.

Bodies corporate

5 (1) A person is taken to be interested in shares if a body corporate is interested in them and--

(a) the body corporate or its directors are accustomed to act in accordance with his directions or instructions, or

(b) he is entitled to exercise or control the exercise of more than one-half of the voting power at general meetings of the body corporate.

(2) For the purposes of sub-paragraph (1)(b) where--

(a) a person is entitled to exercise or control the exercise of more than one-half of the voting power at general meetings of a body corporate, and

(b) that body corporate is entitled to exercise or control the exercise of any of the voting power at general meetings of another body corporate,

the voting power mentioned in paragraph (b) above is taken to be exercisable by that person.

Trusts

6 (1) Where an interest in shares is comprised in property held on trust, every beneficiary of the trust is taken to have an interest in shares, subject as follows.

(2) So long as a person is entitled to receive, during the lifetime of himself or another, income from trust property comprising shares, an interest in the shares in reversion or remainder or (as regards Scotland) in fee shall be disregarded.

(3) A person is treated as not interested in shares if and so long as he holds them--

(a) under the law in force in any part of the United Kingdom, as a bare trustee or as a custodian trustee, or

(b) under the law in force in Scotland, as a simple trustee.

(4) There shall be disregarded any interest of a person subsisting by virtue of--

(a) an authorised unit trust scheme (within the meaning of section 237 of the Financial Services and Markets Act 2000 (c. 8));

(b) a scheme made under section 22 or 22A of the Charities Act 1960 (c. 58), section 25 of the Charities Act (Northern Ireland) 1964 (c. 33 (N.I.)) or section 24 or 25 of the Charities Act 1993 (c. 10), section 11 of the Trustee Investments Act 1961 (c. 62) or section 42 of the Administration of Justice Act 1982 (c. 53); or

(5) There shall be disregarded any interest--

(a) of the Church of Scotland General Trustees or of the Church of Scotland Trust in shares held by them;

(b) of any other person in shares held by those Trustees or that Trust otherwise than as simple trustees.

"The Church of Scotland General Trustees" are the body incorporated by the order confirmed by the Church of Scotland (General Trustees) Order Confirmation Act 1921 (1921 c. xxv), and "the Church of Scotland Trust" is the body incorporated by the order confirmed by the Church of Scotland Trust Order Confirmation Act 1932 (1932 c. xxi).

Section 948

SCHEDULE 2 Specified persons, descriptions of disclosures etc for the purposes of section 948

Part 1 Specified persons

1 The Secretary of State.

2 The Department of Enterprise, Trade and Investment for Northern Ireland.

3 The Treasury.

4 The Bank of England.

5 The Financial Services Authority.

6 The Commissioners for Her Majesty's Revenue and Customs.

7 The Lord Advocate.

8 The Director of Public Prosecutions.

9 The Director of Public Prosecutions for Northern Ireland.

10 A constable.

11 A procurator fiscal.

12 The Scottish Ministers.

Part 2 Specified descriptions of disclosures

13 A disclosure for the purpose of enabling or assisting a person authorised under section 457 of this Act (persons authorised to apply to court) to exercise his functions.

Until the coming into force of section 457, the reference to that section is to be read as a reference to section 245C of the Companies Act 1985 (c. 6).

14 A disclosure for the purpose of enabling or assisting an inspector appointed under Part 14 of the Companies Act 1985 (investigation of companies and their affairs, etc) to exercise his functions.

15 A disclosure for the purpose of enabling or assisting a person authorised under section 447 of the Companies Act 1985 (power to require production of documents) or section 84 of the Companies Act 1989 (c. 40) (exercise of powers by officer etc) to exercise his functions.

16 A disclosure for the purpose of enabling or assisting a person appointed under section 167 of the Financial Services and Markets Act 2000 (c. 8) (general investigations) to conduct an investigation to exercise his functions.

17 A disclosure for the purpose of enabling or assisting a person appointed under section 168 of the Financial Services and Markets Act 2000 (investigations in particular cases) to conduct an investigation to exercise his functions.

18 A disclosure for the purpose of enabling or assisting a person appointed under section 169(1)(b) of the Financial Services and Markets Act 2000 (investigation in support of overseas regulator) to conduct an investigation to exercise his functions.

19 A disclosure for the purpose of enabling or assisting the body corporate responsible for administering the scheme referred to in section 225 of the Financial Services and Markets Act 2000 (the ombudsman scheme) to exercise its functions.

20 A disclosure for the purpose of enabling or assisting a person appointed under paragraph 4 (the panel of ombudsmen) or 5 (the Chief Ombudsman) of Schedule 17 to the Financial Services and Markets Act 2000 to exercise his functions.

21 A disclosure for the purpose of enabling or assisting a person appointed under regulations made under section 262(1) and (2)(k) of the Financial Services and Markets Act 2000 (investigations into open-ended investment companies) to conduct an investigation to exercise his functions.

22 A disclosure for the purpose of enabling or assisting a person appointed under section 284 of the Financial Services and Markets Act 2000 (investigations into affairs of certain collective investment schemes) to conduct an investigation to exercise his functions.

23 A disclosure for the purpose of enabling or assisting the investigator appointed under paragraph 7 of Schedule 1 to the Financial Services and Markets Act 2000 (arrangements for investigation of complaints) to exercise his functions.

24 A disclosure for the purpose of enabling or assisting a person appointed by the Treasury to hold an inquiry into matters relating to financial services (including an inquiry under section 15 of the Financial Services and Markets Act 2000 (c. 8)) to exercise his functions.

25 A disclosure for the purpose of enabling or assisting the Secretary of State or the Treasury to exercise any of their functions under any of the following--

(a) the Companies Acts;

(b) Part 5 of the Criminal Justice Act 1993 (c. 36) (insider dealing);

(d) the Company Directors Disqualification Act 1986 (c. 46);

(e) Part 42 of this Act (statutory auditors);

(f) Part 3 (investigations and powers to obtain information) or 7 (financial markets and insolvency) of the Companies Act 1989 (c. 40);

(g) the Financial Services and Markets Act 2000.

Until the coming into force of Part 42 of this Act, the reference to it in paragraph (e) is to be read as a reference to Part 2 of the Companies Act 1989.

26 A disclosure for the purpose of enabling or assisting the Scottish Ministers to exercise their functions under the enactments relating to insolvency.

27 A disclosure for the purpose of enabling or assisting the Department of Enterprise, Trade and Investment for Northern Ireland to exercise any powers conferred on it by the enactments relating to companies or insolvency.

28 A disclosure for the purpose of enabling or assisting a person appointed or authorised by the Department of Enterprise, Trade and Investment for Northern Ireland under the enactments relating to companies or insolvency to exercise his functions.

29 A disclosure for the purpose of enabling or assisting the Pensions Regulator to exercise the functions conferred on it by or by virtue of any of the following--

(a) the Pension Schemes Act 1993 (c. 48);

(b) the Pensions Act 1995 (c. 26);

(d) the Pensions Act 2004 (c. 35);

(e) any enactment in force in Northern Ireland corresponding to any of those enactments.

30 A disclosure for the purpose of enabling or assisting the Board of the Pension Protection Fund to exercise the functions conferred on it by or by virtue of Part 2 of the Pensions Act 2004 or any enactment in force in Northern Ireland corresponding to that Part.

31 A disclosure for the purpose of enabling or assisting--

(a) the Bank of England,

(b) the European Central Bank, or

to exercise its functions.

32 A disclosure for the purpose of enabling or assisting the Commissioners for Her Majesty's Revenue and Customs to exercise their functions.

33 A disclosure for the purpose of enabling or assisting organs of the Society of Lloyd's (being organs constituted by or under the Lloyd's Act 1982 (c. xiv)) to exercise their functions under or by virtue of the Lloyd's Acts 1871 to 1982.

34 A disclosure for the purpose of enabling or assisting the Office of Fair Trading to exercise its functions under any of the following--

(a) the Fair Trading Act 1973 (c. 41);

(b) the Consumer Credit Act 1974 (c. 39);

(d) the Competition Act 1980 (c. 21);

(e) the Competition Act 1998 (c. 41);

(f) the Financial Services and Markets Act 2000 (c. 8);

(g) the Enterprise Act 2002 (c. 40);

(h) the Control of Misleading Advertisements Regulations 1988 (S.I. 1988/915);

(i) the Unfair Terms in Consumer Contracts Regulations 1999 (S.I. 1999/2083).

35 A disclosure for the purpose of enabling or assisting the Competition Commission to exercise its functions under any of the following--

(a) the Fair Trading Act 1973;

(b) the Competition Act 1980;

(d) the Enterprise Act 2002.

36 A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Competition Appeal Tribunal.

37 A disclosure for the purpose of enabling or assisting an enforcer under Part 8 of the Enterprise Act 2002 (enforcement of consumer legislation) to exercise its functions under that Part.

38 A disclosure for the purpose of enabling or assisting the Charity Commission to exercise its functions.

39 A disclosure for the purpose of enabling or assisting the Attorney General to exercise his functions in connection with charities.

40 A disclosure for the purpose of enabling or assisting the National Lottery Commission to exercise its functions under sections 5 to 10 (licensing) and 15 (power of Secretary of State to require information) of the National Lottery etc. Act 1993 (c. 39).

41 A disclosure by the National Lottery Commission to the National Audit Office for the purpose of enabling or assisting the Comptroller and Auditor General to carry out an examination under Part 2 of the National Audit Act 1983 (c. 44) into the economy, effectiveness and efficiency with which the National Lottery Commission has used its resources in discharging its functions under sections 5 to 10 of the National Lottery etc. Act 1993.

42 A disclosure for the purpose of enabling or assisting a qualifying body under the Unfair Terms in Consumer Contracts Regulations 1999 (S.I. 1999/2083) to exercise its functions under those Regulations.

43 A disclosure for the purpose of enabling or assisting an enforcement authority under the Consumer Protection (Distance Selling) Regulations 2000 (S.I. 2000/2334) to exercise its functions under those Regulations.

44 A disclosure for the purpose of enabling or assisting an enforcement authority under the Financial Services (Distance Marketing) Regulations 2004 (S.I. 2004/2095) to exercise its functions under those Regulations.

45 A disclosure for the purpose of enabling or assisting a local weights and measures authority in England and Wales to exercise its functions under section 230(2) of the Enterprise Act 2002 (c. 40) (notice of intention to prosecute, etc).

46 A disclosure for the purpose of enabling or assisting the Financial Services Authority to exercise its functions under any of the following--

(a) the legislation relating to friendly societies or to industrial and provident societies;

(b) the Building Societies Act 1986 (c. 53);

(d) the Financial Services and Markets Act 2000 (c. 8).

47 A disclosure for the purpose of enabling or assisting the competent authority for the purposes of Part 6 of the Financial Services and Markets Act 2000 (official listing) to exercise its functions under that Part.

48 A disclosure for the purpose of enabling or assisting a body corporate established in accordance with section 212(1) of the Financial Services and Markets Act 2000 (compensation scheme manager) to exercise its functions.

49 A disclosure for the purpose of enabling or assisting a recognised investment exchange or a recognised clearing house to exercise its functions as such.

"Recognised investment exchange" and "recognised clearing house" have the same meaning as in section 285 of the Financial Services and Markets Act 2000.

50 A disclosure for the purpose of enabling or assisting a person approved under the Uncertificated Securities Regulations 2001 (S.I. 2001/3755) as an operator of a relevant system (within the meaning of those regulations) to exercise his functions.

51 A disclosure for the purpose of enabling or assisting a body designated under section 326(1) of the Financial Services and Markets Act 2000 (designated professional bodies) to exercise its functions in its capacity as a body designated under that section.

52 A disclosure with a view to the institution of, or otherwise for the purposes of, civil proceedings arising under or by virtue of the Financial Services and Markets Act 2000.

53 A disclosure for the purpose of enabling or assisting a body designated by order under section 1252 of this Act (delegation of functions of Secretary of State) to exercise its functions under Part 42 of this Act (statutory auditors).

Until the coming into force of that Part, the references to section 1252 and Part 42 are to be read as references to section 46 of the Companies Act 1989 (c. 40) and Part 2 of that Act respectively.

54 A disclosure for the purpose of enabling or assisting a recognised supervisory or qualifying body, within the meaning of Part 42 of this Act, to exercise its functions as such.

Until the coming into force of that Part, the reference to it is to be read as a reference to Part 2 of the Companies Act 1989.

55 A disclosure for the purpose of enabling or assisting an official receiver (including the Accountant in Bankruptcy in Scotland and the Official Assignee in Northern Ireland) to exercise his functions under the enactments relating to insolvency.

56 A disclosure for the purpose of enabling or assisting the Insolvency Practitioners Tribunal to exercise its functions under the Insolvency Act 1986 (c. 45).

57 A disclosure for the purpose of enabling or assisting a body that is for the time being a recognised professional body for the purposes of section 391 of the Insolvency Act 1986 (recognised professional bodies) to exercise its functions as such.

58 A disclosure for the purpose of enabling or assisting an overseas regulatory authority to exercise its regulatory functions.

"Overseas regulatory authority" and "regulatory functions" have the same meaning as in section 82 of the Companies Act 1989.

59 A disclosure for the purpose of enabling or assisting the Regulator of Community Interest Companies to exercise functions under the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27).

60 A disclosure with a view to the institution of, or otherwise for the purposes of, criminal proceedings.

61 A disclosure for the purpose of enabling or assisting a person authorised by the Secretary of State under Part 2, 3 or 4 of the Proceeds of Crime Act 2002 (c. 29) to exercise his functions.

62 A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings on an application under section 6, 7 or 8 of the Company Directors Disqualification Act 1986 (c. 46) (disqualification for unfitness).

63 A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Financial Services and Markets Tribunal.

64 A disclosure for the purposes of proceedings before the Financial Services Tribunal by virtue of the Financial Services and Markets Act 2000 (Transitional Provisions) (Partly Completed Procedures) Order 2001 (S.I. 2001/3592).

65 A disclosure for the purposes of proceedings before the Pensions Regulator Tribunal.

66 A disclosure for the purpose of enabling or assisting a body appointed under section 14 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (supervision of periodic accounts and reports of issuers of listed securities) to exercise functions mentioned in subsection (2) of that section.

67 A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a solicitor, barrister, advocate, foreign lawyer, auditor, accountant, valuer or actuary of his professional duties.

"Foreign lawyer" has the meaning given by section 89(9) of the Courts and Legal Services Act 1990 (c. 41).

68 A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a public servant of his duties.

"Public servant" means an officer or employee of the Crown or of any public or other authority for the time being designated for the purposes of this paragraph by the Secretary of State by order subject to negative resolution procedure.

69 A disclosure for the purpose of the provision of a summary or collection of information framed in such a way as not to enable the identity of any person to whom the information relates to be ascertained.

70 A disclosure in pursuance of any Community obligation.

Part 3 Overseas regulatory bodies

71 A disclosure is made in accordance with this Part of this Schedule if--

(a) it is made to a person or body within paragraph 72, and

(b) it is made for the purpose of enabling or assisting that person or body to exercise the functions mentioned in that paragraph.

72 The persons or bodies that are within this paragraph are those exercising functions of a public nature, under legislation in any country or territory outside the United Kingdom, that appear to the Panel to be similar to its own functions or those of the Financial Services Authority.

73 In determining whether to disclose information to a person or body in accordance with this Part of this Schedule, the Panel must have regard to the following considerations--

(a) whether the use that the person or body is likely to make of the information is sufficiently important to justify making the disclosure;

(b) whether the person or body has adequate arrangements to prevent the information from being used or further disclosed otherwise than for the purposes of carrying out the functions mentioned in paragraph 72 or any other purposes substantially similar to those for which information disclosed to the Panel could be used or further disclosed.

Section 1124

SCHEDULE 3 Amendments of remaining provisions of the Companies Act 1985 relating to offences

Failure to give information about interests in shares etc

1 (1) In subsection (3) of section 444 of the Companies Act 1985 (c. 6) (failure to give information requested by Secretary of State relating to interests in shares etc) for "is liable to imprisonment or a fine, or both" substitute "commits an offence".

(2) At the end of that section add--

" (4) A person guilty of an offence under this section is liable--

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction--

(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fiftieth of the statutory maximum;

(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fiftieth of the statutory maximum. " .

Obstruction of rights conferred by a warrant or failure to comply with requirement under section 448

2 (1) In section 448(7) of the Companies Act 1985 (obstruction of rights conferred by or by virtue of warrant for entry and search of premises) omit the words "and liable to a fine." to the end.

(2) After that provision insert--

" (7A) A person guilty of an offence under this section is liable--

(a) on conviction on indictment, to a fine;

(b) on summary conviction, to a fine not exceeding the statutory maximum. " .

Wrongful disclosure of information to which section 449 applies

3 (1) Section 449 of the Companies Act 1985 (wrongful disclosure of information obtained in course of company investigation) is amended as follows.

(2) For subsection (6)(a) and (b) substitute "is guilty of an offence."

(3) After subsection (6) insert--

" (6A) A person guilty of an offence under this section is liable--

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction--

(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). " .

(4) Omit subsection (7).

Destruction, mutilation etc of company documents

4 (1) For subsection (3) of section 450 of the Companies Act 1985 (offence of destroying, etc company documents) substitute--

" (3) A person guilty of an offence under this section is liable--

(a) on conviction on indictment, to imprisonment for a term not exceeding seven years or a fine (or both);

(b) on summary conviction--

(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). " .

(2) Omit subsection (4) of that section.

Provision of false information in purported compliance with section 447

5 (1) For subsection (2) of section 451 of the Companies Act 1985 (c. 6) (provision of false information in response to requirement under section 447) substitute--

" (2) A person guilty of an offence under this section is liable--

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction--

(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). " .

(2) Omit subsection (3) of that section.

Obstruction of inspector, etc exercising power to enter and remain on premises

6 (1) Section 453A of the Companies Act 1985 (obstruction of inspector etc exercising power to enter and remain on premises) is amended as follows.

(2) For subsection (5)(a) and (b) substitute "is guilty of an offence."

(3) After subsection (5) insert--

" (5A) A person guilty of an offence under this section is liable--

(a) on conviction on indictment, to a fine;

(b) on summary conviction, to a fine not exceeding the statutory maximum. " .

(4) Omit subsection (6).

Attempted evasion of restrictions under Part 15

7 (1) In subsection (1) of section 455 of the Companies Act 1985 (attempted evasion of restrictions under Part 15) for "is liable to a fine if he" substitute "commits an offence if he".

(2) In subsection (2) of that section for the words "the company" to the end substitute " an offence is committed by--

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