Companies Act 2006 (c. 46)

(The document as of February, 2008)

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(b) if the company does not cancel all of the shares forthwith after the purchase, any share that is so cancelled shall be disregarded for the purposes of that section.

(2) Subject to subsection (1), where a company holds shares as treasury shares the company must be entered in the register as the member holding those shares.

Supplementary

125 Power of court to rectify register

(1) If--

(a) the name of any person is, without sufficient cause, entered in or omitted from a company's register of members, or

(b) default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member,

the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.

(2) The court may either refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party aggrieved.

(3) On such an application the court may decide any question relating to the title of a person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand, and generally may decide any question necessary or expedient to be decided for rectification of the register.

(4) In the case of a company required by this Act to send a list of its members to the registrar of companies, the court, when making an order for rectification of the register, shall by its order direct notice of the rectification to be given to the registrar.

126 Trusts not to be entered on register

No notice of any trust, expressed, implied or constructive, shall be entered on the register of members of a company registered in England and Wales or Northern Ireland, or be receivable by the registrar.

127 Register to be evidence

The register of members is prima facie evidence of any matters which are by this Act directed or authorised to be inserted in it.

128 Time limit for claims arising from entry in register

(1) Liability incurred by a company--

(a) from the making or deletion of an entry in the register of members, or

(b) from a failure to make or delete any such entry,

is not enforceable more than ten years after the date on which the entry was made or deleted or, as the case may be, the failure first occurred.

(2) This is without prejudice to any lesser period of limitation (and, in Scotland, to any rule that the obligation giving rise to the liability prescribes before the expiry of that period).

Chapter 3 Overseas branch registers

129 Overseas branch registers

(1) A company having a share capital may, if it transacts business in a country or territory to which this Chapter applies, cause to be kept there a branch register of members resident there (an "overseas branch register").

(2) This Chapter applies to--

(a) any part of Her Majesty's dominions outside the United Kingdom, the Channel Islands and the Isle of Man, and

(b) the countries or territories listed below.

Bangladesh	Malaysia
Cyprus	Malta
Dominica	Nigeria
The Gambia	Pakistan
Ghana	Seychelles
Guyana	Sierra Leone
The Hong Kong Special Administrative Region of the People's Republic of China	Singapore
India	South Africa
Ireland	Sri Lanka
Kenya	Swaziland
Kiribati	Trinidad and Tobago
Lesotho	Uganda
Malawi	Zimbabwe

(3) The Secretary of State may make provision by regulations as to the circumstances in which a company is to be regarded as keeping a register in a particular country or territory.

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

(5) References--

(a) in any Act or instrument (including, in particular, a company's articles) to a dominion register, or

(b) in articles registered before 1st November 1929 to a colonial register,

are to be read (unless the context otherwise requires) as a reference to an overseas branch register kept under this section.

130 Notice of opening of overseas branch register

(1) A company that begins to keep an overseas branch register must give notice to the registrar within 14 days of doing so, stating the country or territory in which the register is kept.

(2) If default is made in complying with subsection (1), an offence is committed by--

(a) the company, and

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

(3) A person guilty of an offence under subsection (2) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

131 Keeping of overseas branch register

(1) An overseas branch register is regarded as part of the company's register of members ("the main register").

(2) The Secretary of State may make provision by regulations modifying any provision of Chapter 2 (register of members) as it applies in relation to an overseas branch register.

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

(4) Subject to the provisions of this Act, a company may by its articles make such provision as it thinks fit as to the keeping of overseas branch registers.

132 Register or duplicate to be kept available for inspection in UK

(1) A company that keeps an overseas branch register must keep available for inspection--

(a) the register, or

(b) a duplicate of the register duly entered up from time to time,

at the place in the United Kingdom where the company's main register is kept available for inspection.

(2) Any such duplicate is treated for all purposes of this Act as part of the main register.

(3) If default is made in complying with subsection (1), an offence is committed by--

(a) the company, and

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

(4) A person guilty of an offence under subsection (3) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

133 Transactions in shares registered in overseas branch register

(1) Shares registered in an overseas branch register must be distinguished from those registered in the main register.

(2) No transaction with respect to shares registered in an overseas branch register may be registered in any other register.

(3) An instrument of transfer of a share registered in an overseas branch register--

(a) is regarded as a transfer of property situated outside the United Kingdom, and

(b) unless executed in a part of the United Kingdom, is exempt from stamp duty.

134 Jurisdiction of local courts

(1) A competent court in a country or territory where an overseas branch register is kept may exercise the same jurisdiction as is exercisable by a court in the United Kingdom--

(a) to rectify the register (see section 125), or

(b) in relation to a request for inspection or a copy of the register (see section 117).

(2) The offences--

(a) of refusing inspection or failing to provide a copy of the register (see section 118), and

(b) of making a false, misleading or deceptive statement in a request for inspection or a copy (see section 119),

may be prosecuted summarily before any tribunal having summary criminal jurisdiction in the country or territory where the register is kept.

(3) This section extends only to those countries and territories to which paragraph 3 of Schedule 14 to the Companies Act 1985 (c. 6) (which made similar provision) extended immediately before the coming into force of this Chapter.

135 Discontinuance of overseas branch register

(1) A company may discontinue an overseas branch register.

(2) If it does so all the entries in that register must be transferred--

(a) to some other overseas branch register kept in the same country or territory, or

(b) to the main register.

(3) The company must give notice to the registrar within 14 days of the discontinuance.

(4) If default is made in complying with subsection (3), an offence is committed by--

(a) the company, and

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

(5) A person guilty of an offence under subsection (4) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Chapter 4 Prohibition on subsidiary being member of its holding company

General prohibition

136 Prohibition on subsidiary being a member of its holding company

(1) Except as provided by this Chapter--

(a) a body corporate cannot be a member of a company that is its holding company, and

(b) any allotment or transfer of shares in a company to its subsidiary is void.

(2) The exceptions are provided for in--

section 138 (subsidiary acting as personal representative or trustee), and
section 141 (subsidiary acting as authorised dealer in securities).

137 Shares acquired before prohibition became applicable

(1) Where a body corporate became a holder of shares in a company--

(a) before the relevant date, or

(b) on or after that date and before the commencement of this Chapter in circumstances in which the prohibition in section 23(1) of the Companies Act 1985 or Article 33(1) of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) (or any corresponding earlier enactment), as it then had effect, did not apply, or

it may continue to be a member of the company.

(2) The relevant date for the purposes of subsection (1)(a) is--

(a) 1st July 1948 in the case of a company registered in Great Britain, and

(b) 1st April 1961 in the case of a company registered in Northern Ireland.

(3) So long as it is permitted to continue as a member of a company by virtue of this section, an allotment to it of fully paid shares in the company may be validly made by way of capitalisation of reserves of the company.

(4) But, so long as the prohibition in section 136 would (apart from this section) apply, it has no right to vote in respect of the shares mentioned in subsection (1) above, or any shares allotted as mentioned in subsection (3) above, on a written resolution or at meetings of the company or of any class of its members.

Subsidiary acting as personal representative or trustee

138 Subsidiary acting as personal representative or trustee

(1) The prohibition in section 136 (prohibition on subsidiary being a member of its holding company) does not apply where the subsidiary is concerned only--

(a) as personal representative, or

(b) as trustee,

unless, in the latter case, the holding company or a subsidiary of it is beneficially interested under the trust.

(2) For the purpose of ascertaining whether the holding company or a subsidiary is so interested, there shall be disregarded--

(a) any interest held only by way of security for the purposes of a transaction entered into by the holding company or subsidiary in the ordinary course of a business that includes the lending of money;

(b) any interest within--

section 139 (interests to be disregarded: residual interest under pension scheme or employees' share scheme), or
section 140 (interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme);

(i) any right to recover its expenses or be remunerated out of the trust property, and

(ii) any right to be indemnified out of the trust property for any liability incurred by reason of any act or omission in the performance of its duties as trustee.

139 Interests to be disregarded: residual interest under pension scheme or employees' share scheme

(1) Where shares in a company are held on trust for the purposes of a pension scheme or employees' share scheme, there shall be disregarded for the purposes of section 138 any residual interest that has not vested in possession.

(2) A "residual interest" means a right of the company or subsidiary ("the residual beneficiary") to receive any of the trust property in the event of--

(a) all the liabilities arising under the scheme having been satisfied or provided for, or

(b) the residual beneficiary ceasing to participate in the scheme, or

(c) the trust property at any time exceeding what is necessary for satisfying the liabilities arising or expected to arise under the scheme.

(3) In subsection (2)--

(a) the reference to a right includes a right dependent on the exercise of a discretion vested by the scheme in the trustee or another person, and

(b) the reference to liabilities arising under a scheme includes liabilities that have resulted, or may result, from the exercise of any such discretion.

(4) For the purposes of this section a residual interest vests in possession--

(a) in a case within subsection (2)(a), on the occurrence of the event mentioned there (whether or not the amount of the property receivable pursuant to the right is ascertained);

(b) in a case within subsection (2)(b) or (c), when the residual beneficiary becomes entitled to require the trustee to transfer to him any of the property receivable pursuant to the right.

(5) In this section "pension scheme" means a scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees.

(6) In subsection (5)--

(a) "relevant benefits" means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death; and

(b) "employee" shall be read as if a director of a company were employed by it.

140 Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme

(1) Where shares in a company are held on trust for the purposes of a pension scheme or employees' share scheme, there shall be disregarded for the purposes of section 138 any charge or lien on, or set-off against, any benefit or other right or interest under the scheme for the purpose of enabling the employer or former employer of a member of the scheme to obtain the discharge of a monetary obligation due to him from the member.

(2) In the case of a trust for the purposes of a pension scheme there shall also be disregarded any right to receive from the trustee of the scheme, or as trustee of the scheme to retain, an amount that can be recovered or retained, under section 61 of the Pension Schemes Act 1993 (c. 48) or section 57 of the Pension Schemes (Northern Ireland) Act 1993 (c. 49) (deduction of contributions equivalent premium from refund of scheme contributions) or otherwise, as reimbursement or partial reimbursement for any contributions equivalent premium paid in connection with the scheme under Part 3 of that Act.

(3) In this section "pension scheme" means a scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees.

"Relevant benefits" here means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death.

(4) In this section "employer" and "employee" shall be read as if a director of a company were employed by it.

Subsidiary acting as dealer in securities

141 Subsidiary acting as authorised dealer in securities

(1) The prohibition in section 136 (prohibition on subsidiary being a member of its holding company) does not apply where the shares are held by the subsidiary in the ordinary course of its business as an intermediary.

(2) For this purpose a person is an intermediary if he--

(a) carries on a bona fide business of dealing in securities,

(b) is a member of or has access to a regulated market, and

(3) The following are excluded businesses--

(a) a business that consists wholly or mainly in the making or managing of investments;

(b) a business that consists wholly or mainly in, or is carried on wholly or mainly for the purposes of, providing services to persons who are connected with the person carrying on the business;

(d) a business that consists in managing or acting as trustee in relation to a pension scheme, or that is carried on by the manager or trustee of such a scheme in connection with or for the purposes of the scheme;

(e) a business that consists in operating or acting as trustee in relation to a collective investment scheme, or that is carried on by the operator or trustee of such a scheme in connection with and for the purposes of the scheme.

(4) For the purposes of this section--

(a) the question whether a person is connected with another shall be determined in accordance with section 839 of the Income and Corporation Taxes Act 1988 (c. 1);

(b) "collective investment scheme" has the meaning given in section 235 of the Financial Services and Markets Act 2000 (c. 8);

(d) "securities" includes--

(i) options,

(ii) futures, and

(iii) contracts for differences,

and rights or interests in those investments;

(e) "trustee" and "the operator" in relation to a collective investment scheme shall be construed in accordance with section 237(2) of the Financial Services and Markets Act 2000 (c. 8).

(5) Expressions used in this section that are also used in the provisions regulating activities under the Financial Services and Markets Act 2000 have the same meaning here as they do in those provisions.

See section 22 of that Act, orders made under that section and Schedule 2 to that Act.

142 Protection of third parties in other cases where subsidiary acting as dealer in securities

(1) This section applies where--

(a) a subsidiary that is a dealer in securities has purportedly acquired shares in its holding company in contravention of the prohibition in section 136, and

(b) a person acting in good faith has agreed, for value and without notice of the contravention, to acquire shares in the holding company--

(i) from the subsidiary, or

(ii) from someone who has purportedly acquired the shares after their disposal by the subsidiary.

(2) A transfer to that person of the shares mentioned in subsection (1)(a) has the same effect as it would have had if their original acquisition by the subsidiary had not been in contravention of the prohibition.

Supplementary

143 Application of provisions to companies not limited by shares

In relation to a company other than a company limited by shares, the references in this Chapter to shares shall be read as references to the interest of its members as such, whatever the form of that interest.

144 Application of provisions to nominees

The provisions of this Chapter apply to a nominee acting on behalf of a subsidiary as to the subsidiary itself.

Part 9 Exercise of members' rights

Effect of provisions in company's articles

145 Effect of provisions of articles as to enjoyment or exercise of members' rights

(1) This section applies where provision is made by a company's articles enabling a member to nominate another person or persons as entitled to enjoy or exercise all or any specified rights of the member in relation to the company.

(2) So far as is necessary to give effect to that provision, anything required or authorised by any provision of the Companies Acts to be done by or in relation to the member shall instead be done, or (as the case may be) may instead be done, by or in relation to the nominated person (or each of them) as if he were a member of the company.

(3) This applies, in particular, to the rights conferred by--

(a) sections 291 and 293 (right to be sent proposed written resolution);

(b) section 292 (right to require circulation of written resolution);

(d) section 310 (right to notice of general meetings);

(e) section 314 (right to require circulation of a statement);

(f) section 324 (right to appoint proxy to act at meeting);

(g) section 338 (right to require circulation of resolution for AGM of public company); and

(h) section 423 (right to be sent a copy of annual accounts and reports).

(4) This section and any such provision as is mentioned in subsection (1)--

(a) do not confer rights enforceable against the company by anyone other than the member, and

(b) do not affect the requirements for an effective transfer or other disposition of the whole or part of a member's interest in the company.

Information rights

146 Traded companies: nomination of persons to enjoy information rights

(1) This section applies to a company whose shares are admitted to trading on a regulated market.

(2) A member of such a company who holds shares on behalf of another person may nominate that person to enjoy information rights.

(3) "Information rights" means--

(a) the right to receive a copy of all communications that the company sends to its members generally or to any class of its members that includes the person making the nomination, and

(b) the rights conferred by--

(i) section 431 or 432 (right to require copies of accounts and reports), and

(ii) section 1145 (right to require hard copy version of document or information provided in another form).

(4) The reference in subsection (3)(a) to communications that a company sends to its members generally includes the company's annual accounts and reports.

For the application of section 426 (option to provide summary financial statement) in relation to a person nominated to enjoy information rights, see subsection (5) of that section.

(5) A company need not act on a nomination purporting to relate to certain information rights only.

147 Information rights: form in which copies to be provided

(1) This section applies as regards the form in which copies are to be provided to a person nominated under section 146 (nomination of person to enjoy information rights).

(2) If the person to be nominated wishes to receive hard copy communications, he must--

(a) request the person making the nomination to notify the company of that fact, and

(b) provide an address to which such copies may be sent.

This must be done before the nomination is made.

(3) If having received such a request the person making the nomination--

(a) notifies the company that the nominated person wishes to receive hard copy communications, and

(b) provides the company with that address,

the right of the nominated person is to receive hard copy communications accordingly.

(4) This is subject to the provisions of Parts 3 and 4 of Schedule 5 (communications by company) under which the company may take steps to enable it to communicate in electronic form or by means of a website.

(5) If no such notification is given (or no address is provided), the nominated person is taken to have agreed that documents or information may be sent or supplied to him by the company by means of a website.

(6) That agreement--

(a) may be revoked by the nominated person, and

(b) does not affect his right under section 1145 to require a hard copy version of a document or information provided in any other form.

148 Termination or suspension of nomination

(1) The following provisions have effect in relation to a nomination under section 146 (nomination of person to enjoy information rights).

(2) The nomination may be terminated at the request of the member or of the nominated person.

(3) The nomination ceases to have effect on the occurrence in relation to the member or the nominated person of any of the following--

(a) in the case of an individual, death or bankruptcy;

(b) in the case of a body corporate, dissolution or the making of an order for the winding up of the body otherwise than for the purposes of reconstruction.

(4) In subsection (3)--

(a) the reference to bankruptcy includes--

(i) the sequestration of a person's estate, and

(ii) a person's estate being the subject of a protected trust deed (within the meaning of the Bankruptcy (Scotland) Act 1985 (c. 66)); and

(b) the reference to the making of an order for winding up is to--

(i) the making of such an order under the Insolvency Act 1986 (c. 45) or the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), or

(ii) any corresponding proceeding under the law of a country or territory outside the United Kingdom.

(5) The effect of any nominations made by a member is suspended at any time when there are more nominated persons than the member has shares in the company.

(6) Where--

(a) the member holds different classes of shares with different information rights, and

(b) there are more nominated persons than he has shares conferring a particular right,

the effect of any nominations made by him is suspended to the extent that they confer that right.

(7) Where the company--

(a) enquires of a nominated person whether he wishes to retain information rights, and

(b) does not receive a response within the period of 28 days beginning with the date on which the company's enquiry was sent,

the nomination ceases to have effect at the end of that period.

Such an enquiry is not to be made of a person more than once in any twelve-month period.

(8) The termination or suspension of a nomination means that the company is not required to act on it.

It does not prevent the company from continuing to do so, to such extent or for such period as it thinks fit.

149 Information as to possible rights in relation to voting

(1) This section applies where a company sends a copy of a notice of a meeting to a person nominated under section 146 (nomination of person to enjoy information rights)

(2) The copy of the notice must be accompanied by a statement that--

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