- Y Diweddaraf sydd Ar Gael (Diwygiedig)
- Pwynt Penodol mewn Amser (01/01/2010)
- Gwreiddiol (Fel y'i Deddfwyd)
Version Superseded: 06/04/2008
Point in time view as at 01/01/2010. This version of this Act contains provisions that are prospective.
Companies Act 1985 is up to date with all changes known to be in force on or before 23 August 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
An Act to consolidate the greater part of the Companies Acts.
[11th March 1985]
Be it enacted by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—
Extent Information
E1Act: for extent see s. 745(1)(2)
E2Act extended (Northern Ireland) (1.1.2007, 20.1.2007, 6.4.2007, 30.9.2007, 1.10.2007, 1.11.2007, 15.12.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1284(1), 1300; S.I. 2006/3428, art. 3(2)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(1)(e); S.I. 2007/2194, arts. 2-5 (with art. 12); S.I. 2007/2607, art. 2(2); S.I. 2007/3495, arts. 3, 5 (with arts. 7, 12); S.I. 2008/1886 arts. 1(3), {2(d)} (with arts. 6, 7); S.I. 2008/2860, art. 3(z) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch., S.I. 2009/1802, art. 18, Sch.))
Modifications etc. (not altering text)
C1Act amended by Companies Consolidation (Consequential Provisions) Act 1985 (c. 9, SIF 27), ss. 1(2), 6, 31(4)
C2Act excluded by Companies Consolidation (Consequential Provisions) Act 1985 (c. 9, SIF 27), s. 22
C3Act applied (with modifications) by S.I. 1985/680, regs. 4-6, Sch.
Act applied (with modifications) by S.I. 1986/2142, arts. 1(2), 13(3)(4)(6), Sch. 2
C4Act modified by S.I. 1985/724, regs. 2(3)(4), 6(1)
C5Act applied by Trustee Savings Bank Act 1985 (c. 58, SIF 110), s. 1(3)
C6Act modified by Trustee Savings Bank Act 1985 (c. 58, SIF 110), s. 3, Sch. 1 paras. 6(3), 7(3)
C7Act modified by Airports Act 1986 (c. 31, SIF 9), s. 4(4)(b)
C8Act excluded by Drug Trafficking Offences Act 1986 (c. 32, SIF 39:1), s. 17(6)
C9Act explained by Insolvency Act 1986 (c. 45, SIF 66), s. 159
C10Act amended by Insolvency Act 1986 (c. 45, SIF 66), s. 219
C11Act applied with modifications by Insolvency Act 1986 (c. 45, SIF 66), s. 221
C12Act excluded by Insolvency Act 1986 (c. 45, SIF 66), s. 229(2)
C13Act: power to apply conferred by Financial Services Act 1986 (c. 60, SIF 69), ss. 117(4), 140, Sch. 11 para. 31
C14Act restricted by Financial Services Act 1986 (c. 60, SIF 69), s. 116, Sch. 9 para. 2(1)
C15Act excluded (temporarily) by Criminal Justice (Scotland) Act 1987 (c. 41, SIF 39:1), s. 35(3)–(6)
C16Act excluded (temporarily) by Criminal Justice (Scotland) Act 1987 (c. 41, SIF 39:1), s. 36(3)(5)
C17Act modified by British Steel Act 1988 (c. 35, SIF 70) s. 3(3)(b)
C18Act modified by Health and Medicines Act 1988 (c. 49, SIF 113:2), s. 1(5)
C19Act modified by S.I. 1989/638, regs. 8(1), 21
Act modified (27. 12. 1991) by S.I. 1991/2908, art. 2, Sch. paras. 4(2),6
C20Act amended by S.I. 1989/638, regs. 12(1), 21
C21Act modified (E.W.) by Water Act 1989 (c. 15, SIF 130), s. 83(5)(b) (with ss. 58(7), 101(1), 141(6), 160(1)(2)(4), 163, 189(4)–(10), 190, 193(1), Sch. 26 paras. 3(1)(2), 17, 40(4), 57(6), 58)
C22Act excluded (E.W.) by Water Act 1989 (c. 15, SIF 130), s. 101(1) (with ss. 58(7), 141(6), 160(1)(2)(4), 163, 189(4)–(10), 190, 193(1), Sch. 26 paras. 3(1)(2), 17, 40(4), 57(6), 58)
C23Act applied (1. 10. 1991) by Companies Act 1989 (c. 40, SIF 27), s. 29(3); S.I. 1991/1996, art. 2(1)(a)
C24Act amended by S.I. 1990/355, art. 7, Sch. 2 para. 14(2)
C25Act modified by Broadcasting Act 1990 (c. 42, SIF 96), ss. 4(6), 87(6), 135(4)(b)
C26Act amended (31. 5. 1991) by Environmental Protection Act 1990 (c. 43, SIF 46:4), s. 32(6), Sch. 2 para. 9(1); S.I. 1991/1319, art. 2
C27Act applied with modifications by S.I. 1990/2570, regs. 3(1)(4), 16(1)
C28Act amended by S.I. 1990/2570, regs. 8(1), 9
C29Act modified by S.I. 1990/2570, reg. 10(5)
C30 Act excluded by Smith Kline & French Laboratories, Australia, and Menley & James, Australia, Act 1991 (c. i), s. 4(1)(b)
C31Act applied by Standard Life Assurance Company Act 1991 (c. iii), s. 21(2)
C32Act applied (with modifications) by S.I. 1991/823, reg. 3.
C33Act modified (27.6.1991) by Ports Act 1991 (c. 52, SIF 58), s. 3(4)(b)
C34Act: definitions applied (S.) (27. 11. 1991) by Natural Heritage (Scotland) Act 1991 (c. 28, SIF 46:1), s. 2(1)(e); S.I. 1991/2633, art. 3, Sch.
C35Act: definition of "debentures" applied (E.W.) (1.12.1991) by Statutory Water Companies Act 1991 (c. 58, SIF 130), ss. 13(7), 17(2)
Act applied (except s. 83 and s. 84 in part) (19.6.1995) by S.I. 1995/1537, reg. 20, Sch. 4 Pt. III para. 11
Act applied (21.3.1997) by 1986 c. 53, s. 101(6) (as substituted (21.3.1997) by 1997 c. 32, s. 41)
Act: certain provisions applied (E.W.) (7.10.2001) by S.I. 2001/3352, rule 4.11(5)
C36Act: definition of "company" applied (E.W.) (1.12.1991) by Water Industry Act 1991 (c. 56, SIF 130), ss. 219(1), 223(2) (with ss. 82(3), 186(1), 222(1))
C37Act: definition of "company" applied (E.W.) (1.12.1991) by Statutory Water Companies Act 1991 (c. 58, SIF 130), ss. 9(3), 17(2)
C38Act excluded (E.W.) (1.12.1991) by Statutory Water Companies Act 1991 (c. 58, SIF 130), ss. 11(2), 17(2)
C39Act: definitions of "extraordinary resolution", "registrar of companies" and "special resolution" applied (E.W.) (1.12.1991) by Statutory Water Companies Act 1991 (c. 58, SIF 130), ss. 12(8), 17(2)
C40Act restricted (16.10.1992) by Trade Union and Labour Relations (Consolidation) Act 1992 (c. 52), ss. 10, 302
Act restricted (6.1.1994) by 1993 c. 43, s. 114(1); S.I. 1993/3237, art. 2(2)
C41Act extended (with modifications) (19.12.1993) by S.I. 1993/3245, reg.3
C42Act modified (31.10.1994) by 1994 c. 21, s. 15, Sch. 3 para. 2(4)(b) (with s. 40(7)); S.I. 1994/2552, art. 2, Sch. 1
Act modified (31.10.1994) by 1994 c. 21, s. 67(1), Sch. 9 para. 32 (with s. 40(7)); S.I. 1994/2553, art. 2
Act modified (8.11.1995) by 1995 c. 37, s. 6, Sch. 2 para. 1(5)(b)
Act modified (8.11.1995) by 1995 c. 45, s. 17(1), Sch. 5 Pt. I paras. 1, 8(c)
Act modified (27.7.1999) by 1999 c. 20, s. 5(1), Sch. 2 Pt. II (with s. 15)
Act modified (27.7.1999) by 1999 c. 20, s. 6(2)(b) (with s. 15)
Act modified (temp. from 27.7.1999) by 1999 c. 20, s. 16(1)(4)(b) (with s. 15)
Act modified (6.11.2000) by 2000 c. 26, s. 63(7)(b); S.I. 2000/2957, art. 2(1), Sch. 1 (with transitional provisions in arts. 3-8)
Act modified (16.2.2001) by 2000 c. 27, s. 108, Sch. 7 paras. 8, 9; S.I. 2001/1781, art. 2, Sch. (subject to transitional provisions in arts. 3-10)
Act modified (5.10.2004) by Energy Act 2004 (c. 20), ss. 39, 198(2), Sch. 6 para. 2(4)(c) (with s. 38(2)); S.I. 2004/2575, art. 2(1), Sch. 1
C43Act amended (8.11.1995) by 1995 c. 37, s. 6, Sch. 2 para. 14
C44Act excluded and modified (31.3.1996) by 1995 c. 20, s. 110(1), Sch. 4 para. 3(3)(7) (which amendment was repealed (1.4.1996) by 1995 c. 40, s. 6(1), Sch. 5)
C45Act excluded (3.2.1995) by 1994 c. 37, ss. 66(1), 69(2), Sch. 2 para. 6 (with s. 66(2))
Act excluded (31.3.1996) by 1995 c. 20, s. 110(1), Sch. 4 para. 4(3)(5) (which amendment was repealed (1.4.1996) by 1995 c. 40, s. 6(1), Sch. 5)
Act excluded (in part) (E.W.) (17.6.1996) by 1996 c. ii, s. 4(2)
Act excluded (E.W.) (1.10.1996) by 1996 c. 52, s. 7, Sch. 1 Pt. II para. 15(2) (with s. 51(4)); S.I. 1996/2402, art. 3 (subject to transitional provisions and savings in Sch.)
Act excluded (S.) (1.11.2001) by 2001 asp 10, s. 63, Sch. 7 Pt. II para. 12(3); S.S.I. 2001/336, art. 2(1)(3), Sch. Pt. II (subject to transitional provisions and savings in art. 3)
Act excluded (S.) (17.12.2001) by 2001 asp 13, s. 20, Sch. 6 para. 9(5) (with s. 29); S.S.I. 2001/456, art. 2
Act excluded (E.W.N.I.) (1.9.2001) by 2001 c. 17, s. 38, Sch. 6 para. 11(5) (with ss. 27(3), 39, 78); S.I. 2001/2161, art. 3
Act excluded (24.3.2003) by Proceeds of Crime Act 2002 (c. 29), ss. 426(10)(a), 458(1)(3); S.I. 2003/333, art. 2, Sch. 1 (as amended by S.I. 2003/531)
C46Act extended (6.1.1997) by S.I. 1996/2827, reg. 2(4)
C47Act applied (with modifications) (1.6.1998) by 1998 c. 11, s. 7(3)(9); S.I. 1998/1120, art. 2
C48Act: specified provisions applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4(1), Sch. 2 Pt. 1 (as amended (1.10.2009) by S.I. 2009/1804, reg. 85, Sch. 3 para. 13(3)(5) (as amended by S.I. 2009/1833, reg. 2(2)))
C49Act modified (1.1.2007, 20.1.2007, 6.4.2007, 1.10.2007, 1.11.2007, 15.12.2007, 6.4.2008, 1.10.2008 for certain purposes, otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1168, 1173, 1300; S.I. 2006/3428, arts. 2(2)(f)(g), 3(2)(c)(d) (subject to Sch. 1, and with art. 6, and with transitional provisions and savings in art. 8, Sch. 5) (as amended by S.I. 2007/3495, art. 11, Sch. 5 and S.I. 2008/2860, art. 6); S.I. 2007/1093, arts. 2(2)(g)(h) (with arts. 4, 11(1) and subject to transitional adaptations in Sch. 1) (as amended by S.I. 2008/2194, arts. 2(3)(j)(k)3(2)(d), 4(2)(a), (with saving in art. 12 and with transitional provisions and savings in Sch. 3 and subject to transitional adaptations specified in Sch. 1) (as amended by S.I. 2007/2607, art. 4); S.I. 2007/3495, arts. 3(3)(i)(j), 5(3)(b)(c) (with transitional provisions in arts. 6, 9, Sch. 4 and with savings in arts. 7, 12 and with transitional adaptations in Sch. 1) (as amended by S.I. 2008/1886, Sch. 4 para. 15); S.I. 2008/2860, art. 2(u) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch., S.I. 2009/1941, art. 13, S.I. 2009/2476, art. 2))
C50Act: power to apply conferred (20.1.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1042, 1300; S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2008/2860, art. 3(p) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C51Act: power to apply (with modifications) conferred (20.1.2007 for specified purposes and 6.4.2007 otherwise) by Companies Act 2006 (c. 46), ss. 1043(2), 1300; S.I. 2006/3428, art. 3(3), (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(1)(c)
C52Act excluded (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1129, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, arts. 3(3)(g), 5(3)(a) (with arts. 7, 12); S.I. 2008/2860, art. 3(s) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C53Act modified (20.1.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 583, 1300; S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C54Act modified (20.1.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1081(6), 1300; S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C55Act modified (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1125(1), 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1); S.I. 2007/3495, arts. 3(3)(g), 5(3)(a) (with arts. 7, 12); S.I. 2008/2860, art. 3(s) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C56Act modified (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1131, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, arts. 3(3)(g), 5(3)(a) (with arts. 7, 12); S.I. 2008/2860, art. 3(s) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C57Act restricted (20.1.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1156(2), 1300; S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2008/2860, art. 3(t) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C58Act modified (6.4.2007, 1.10.2007, 1.11.2007 and 6.4.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 546, 1300; S.I. 2007/1093, art. 2(2)(a); S.I. 2007/2194, arts. 2(3)(e), 3(2)(b) (with art. 12); S.I. 2007/3495, art. 3(3)(d) (with arts. 7, 12); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C59Act modified (6.4.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 558, 1300 (with s. 559); S.I. 2007/1093, art. 2(2)(b); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C60Act modified (6.4.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1060(3)(4), 1300; S.I. 2006/3428, art. 4(3)(a) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C61Act modified (6.4.2007) by Companies Act 2006 (c. 46) {ss. 1170}, 1300; S.I. 2007/1093, art. 2(1)(d) (with arts. 3, 11(1) and with savings in Sch. 6) (as amended by S.I. 2003/2860, art. 6)
C62Act modified (6.4.2007) by The Companies Acts (Unregistered Companies) Regulations 2007 (S.I. 2007/318), regs. {4}, {5} (with reg. 6)
C63Act modified (30.9.2007) by Companies Act 2006 (c. 46) {ss. 1167}, 1300; S.I. 2007/2607, art. 2(1) (with art. 3)
C64Act modified (1.10.2007) by Companies Act 2006 (c. 46), ss. 288(1), 1300 (with s. 281(4)); S.I. 2007/2194, art. 2(1)(f) (with art. 12, Sch. 3 para. 24 and subject to Sch. 1)
C65Act modified (1.10.2007 and 6.4.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 540(1)(4), 1300; S.I. 2007/2194, art. 2(3)(c) (with art. 12); S.I. 2007/3495, art. 3(3)(b) (with arts. 7, 12); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C66Act modified (1.10.2007 and 6.4.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 545, 1300; S.I. 2007/2194, art. 2(3)(d) (with art. 12); S.I. 2007/3495, art. 3(3)(c) (with arts. 7, 12); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C67Act modified (1.10.2007 and 6.4.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 548, 1300; S.I. 2007/2194, art. 2(3)(f) (with art. 12); S.I. 2007/3495, art. 3(3)(e) (with arts. 7, 12); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C68Act modified (1.10.2007 and 6.4.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 629, 1300; S.I. 2007/2194, art. 2(3)(g) (with art. 12); S.I. 2007/3495, art. 3(3)(f) (with arts. 7, 12); S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C69Act modified (1.10.2007 and 1.11.2007 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1158, 1300; S.I. 2007/2194, arts. 2(3)(i), 3(2)(b) (with art. 12 and subject to Sch. 1); S.I. 2008/2860, art. 3(u) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C70Act applied (30.11.2007 with application as mentioned in rule 3 of the amending S.I.) by The PPP Administration Order Rules 2007 (S.I. 2007/3141), rule 32(5)
C71Act modified (6.4.2008) by Companies Act 2006 (c. 46), ss. 437(3), 1300; S.I. 2007/3495, art. 3(1)(d) (with arts. 7, 12, Sch. 4 paras. 6-8)
C72Act modified (6.4.2008) by Companies Act 2006 (c. 46), ss. 738, 1300; S.I. 2007/3495, art. 3(1)(g) (with arts. 7, 12, Sch. 4 paras. 20-23)
C73Act modified (6.4.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 1161, 1162, 1171, 1173, 1174, 1300, Schs. 7, 8; S.I. 2007/3495, arts. 3(1)(o)(p)(q) (with arts. 6, 7, 9, 12, Sch. 4, and subject to Sch. 1) (as amended by S.I. 2008/1886, Sch 4 para. 15); S.I. 2008/2860, art. 3(u) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C74Act applied in part (with modifications) by European Economic Interest Grouping Regulations 1989 (S.I. 1989/638), reg. 18, Sch. 4 (as amended (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1), Sch. 1 paras. 163, 164 (with arts. 6, 11, 12))
C75Act applied in part (with modifications) by European Economic Interest Grouping Regulations (Northern Ireland) 1989 (S.R. 1989/216), reg. 18, Sch. 4 (as amended (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1), Sch. 1 paras. 173, 174 (with arts. 6, 11, 12))
C76Act modified (21.2.2009) by The Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009 (S.I. 2009/317), art. 3, Sch.
C77Act modified (1.10.2009) by Companies Act 2006 (c. 46), ss. 1163, 1166, 1171, 1174, 1300, Sch. 8; S.I. 2008/2860, art. 3(u) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802 art. 18, S.I. 2009/1941, art. 13, S.I. 2009/2476, art. 2)
C78Act modified (1.10.2009) by Companies Act 2006 (c. 46), ss. 1(1), 1300; S.I. 2008/2860, art. 3(a) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C79Act restricted (1.10.2009) by Companies Act 2006 (c. 46), ss. 6(2), 1300; S.I. 2008/2860, art. 3(a) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C80Act modified (1.10.2009) by Companies Act 2006 (c. 46), ss. 547, 1300; S.I. 2008/2860, art. 3(k) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C81Act modified (1.10.2009) by Companies Act 2006 (c. 46), ss. 724(5), 1300; S.I. 2008/2860, art. 3(l) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C82Act modified (1.10.2009) by Companies Act 2006 (c. 46), ss. 1044, 1300; S.I. 2008/2860, art. 3(q) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C83Act restricted (1.10.2009) by Companies Act 2006 (c. 46), ss. 1118, 1300; S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
C84Act modified by Companies Act 2006 (c. 46), ss. 1170A, 1170B (as inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), {Sch. 1 para. 260(8})
C85Act extended (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 12(1), Sch. 3 para. 2 (with art. 10)
C86Act: savings for the effects of 2006 c. 46, Sch. 16 (1.10.2009) by The Overseas Companies Regulations 2009 (S.I. 2009/1801), reg. 80, Sch. 8
C87Act: savings for the effects of 2006 c. 46, Sch. 16 (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), reg. 83, Sch. 1
C88Act applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 21 (with transitional provisions and savings in regs. 7, 9, Sch. 2)
C89Act applied (with modifications) (1.10.2009) by The Companies (Companies Authorised to Register) Regulations 2009 (S.I. 2009/2437), regs. 18-23 (with transitional provisions and savings in reg. 24)
C90Act modified (prosp.) by Horserace Betting and Olympic Lottery Act 2004 (c. 25), ss. 5(3)(b), 40
Act modified (prosp.) by Horserace Betting and Olympic Lottery Act 2004 (c. 25), ss. 7, 40
F1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F1Ss. 1-28 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss.1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (as amended by S.I. 2009/1941, art. 13(1)(a)) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F11. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F15. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F16. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F16Ss. 1-28 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss.1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.)) and with savings for repeal of s. 14(2) (1.10.2009) by S.I. 2009/1941, art. 11(3)(a)
F17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F18. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F19. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F20. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F21. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F22. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F23. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F23S. 21 repealed (1.2.1994) by 1993 c. 38, ss. 30(2), 35(1), Sch. 2; S.I. 1994/115, art. 2(2)
F24. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F25. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F26. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F27. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F28. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F28Ss. 1-28 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss.1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.)) and with savings for the repeal of s. 26(2)(a) by virtue of S.I. 2008/2860, Sch. 2 para. 114A (as inserted (1.10.2009) by S.I. 2009/2476, art. 2)
F29. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F30. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
(1)F31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)F31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3)F31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)F32. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5)F31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)F31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F31S. 29(1)-(3)(5)(6) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F32S. 29(4) repealed (1.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(a), Sch. 2 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F33. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F34. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F35. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F36. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F37. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F38. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F40. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F41. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F42. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
(1)F43. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3)F43. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4A)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8)F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F43S. 36A(1)(3) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.) and with savings in S.I. 2008/948, arts. 2(2), 7)
F44S. 36A(2)(4)-(8) repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 1(2)(3) and with savings in S.I. 2008/948, arts. 2(2), 7)
F45. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F45Ss. 36AA-40 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F46. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F46Ss. 36AA-40 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F47. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F47Ss. 36AA-40 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F48. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F48Ss. 36AA-40 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F49. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F49Ss. 36AA-40 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F50. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F50Ss. 36AA-40 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F51. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F51Ss. 36AA-40 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F52. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F52S. 41 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 4(2)(b), (subject to art. 5, Sch. 1and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F53. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F53S. 42 repealed (1.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(a), Sch. 2 Pt. 1 (with arts. 6, 8, Sch. 5) (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F54. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F55. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F56. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F57. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F58. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F59. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F60. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F61. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F62. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F63. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F64. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F65. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F66. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
Textual Amendments
F67Pt. III (ss. 56-79) repealed by Financial Services Act 1986 (c. 60, SIF 69), ss. 211(1), 212(3), Sch. 17 Pt. I (the repeal coming into force as mentioned in S.I. 1986/2246, art. 5, Sch. 4, S.I. 1988/740, arts. 2-7, Sch. (as amended by S.I 1988/1960, arts. 2-4 and by S.I. 1988/2285, arts. 2-6) and S.I. 1995/1538, art. 2 and otherwise prosp.)
F68Ss. 56-79 repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16 and the repeal being partly in force, as to which see individual sections.
Modifications etc. (not altering text)
C91Pt. III (ss. 56-79): functions transferred from the Secretary of State to the Treasury (7.6.1992) by S.I. 1992/1315, arts. 2(3)(4), 6.
Modifications etc. (not altering text)
C92Pt. III Ch. I (ss.56–71) applied with modifications by S.I. 1985/680, regs. 4–6, Sch.
(1)Every prospectus issued by or on behalf of a company, or by or on behalf of any person who is or has been engaged or interested in the formation of the company, must comply—
(a)with Part I of Schedule 3 to this Act, as respects the matters to be stated in the prospectus, and
(b)with Part II of that Schedule, as respects the reports to be set out.
(2)It is unlawful to issue any form of application for shares in or debentures of a company unless the form is issued with a prospectus which complies with the requirements of this section.
(3)Subsection (2) does not apply if it is shown that the form of application was issued either—
(a)in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures, or
(b)in relation to shares or debentures which were not offered to the public.
(4)If a person acts in contravention of subsection (2), he is liable to a fine.
(5)This section does not apply—
(a)to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons, or
(b)to the issue of a prospectus or form of application relating to shares or debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being listed on a prescribed stock exchange;
but subject to this, it applies to a prospectus or a form of application whether issued on or with reference to the formation of a company or subsequently.
Modifications etc. (not altering text)
C93S. 56(1) modified by S.I. 1991/823, reg. 2(1), Sch. 1.
A condition requiring or binding an applicant for shares in or debentures of a company to waive compliance with any requirement of section 56, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, is void.
F69. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F69S. 58 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
Textual Amendments
F70S. 59 repealed (1.12.2001) by S.I. 2001/3649, art. 5
Textual Amendments
F71S. 60 repealed (1.12.2001) by S.I. 2001/3649, art. 5
(1)A prospectus inviting persons to subscribe for a company’s shares or debentures and including a statement purporting to be made by an expert shall not be issued unless—
(a)he (the expert) has given and has not, before delivery of a copy of the prospectus for registration, withdrawn his written consent to its issue with the statement included in the form and context in which it is in fact included; and
(b)a statement that he has given and not withdrawn that consent appears in the prospectus.
(2)If a prospectus is issued in contravention of this section, the company and every person who is knowingly a party to the issue of the prospectus is liable to a fine.
Modifications etc. (not altering text)
C94S. 61(1)(b) modified by S.I. 1991/823, reg. 2(1), Sch.1.
F72. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
A prospectus issued by or on behalf of a company, or in relation to an intended company, shall be dated; and that date shall, unless the contrary is proved, be taken as its date of publication.
Modifications etc. (not altering text)
C95S. 63 modified by S.I. 1991/823, reg. 2(1), Sch.1
(1)No prospectus shall be issued by or on behalf of a company, or in relation to an intended company, unless on or before the date of its publication there has been delivered to the registrar of companies for registration a copy of the prospectus—
(a)signed by every person who is named in it as a director or proposed director of the company, or by his agent authorised in writing, and
(b)having endorsed on or attached to it any consent to its issue required by section 61 from any person as an expert.
(2)Where the prospectus is such a document as is referred to in section 58, the signatures required by subsection (1) above include those of every person making the offer, or his agent authorised in writing.
Where the offer is made by a company or a firm, it is sufficient for the purposes of this subsection if the document is signed on its behalf by two directors or (as the case may be) not less than half of the partners; and a director or partner may sign by his agent authorised in writing.
(3)Every prospectus shall on its face—
(a)state that a copy has been delivered for registration as required by this section, and
(b)specify, or refer to statements in the prospectus specifying, any documents required by this or the following section to be endorsed on or attached to the copy delivered.
(4)The registrar shall not register a prospectus unless it is dated and the copy of it signed as required by this section and unless it has endorsed on or attached to it the documents (if any) specified in subsection (3)(b).
(5)If a prospectus is issued without a copy of it being delivered to the registrar as required by this section, or without the copy so delivered having the required documents endorsed on or attached to it, the company and every person who is knowingly a party to the issue of the prospectus is liable to a fine and, for continued contravention, to a daily default fine.
Modifications etc. (not altering text)
C96S. 64(3) modified by S.I. 1991/823, reg. 2(1), Sch. 1
(1)In the case of a prospectus issued generally (that is to persons who are not existing members or debenture holders of the company), the following provisions apply in addition to those of section 64.
(2)The copy of the prospectus delivered to the registrar of companies must also have endorsed on or attached to it a copy of any contract required by paragraph 11 of Schedule 3 to be stated in the prospectus or, in the case of a contract not reduced into writing, a memorandum giving full particulars of it.
(3)In the case of a contract wholly or partly in a foreign language—
(a)the copy required by subsection (2) to be endorsed on or attached to the prospectus must be a copy of a translation of the contract into English or (as the case may be) a copy embodying a translation into English of the parts in a foreign language, and
(b)the translation must be certified in the prescribed manner to be a correct translation.
(4)If the persons making any report required by Part II of Schedule 3 have made in the report, or have (without giving reasons) indicated in it, any such adjustments as are mentioned in paragraph 21 of the Schedule (profits, losses, assets, liabilities), the copy of the prospectus delivered to the registrar must have endorsed on or attached to it a written statement signed by those persons setting out the adjustments and giving the reasons for them.
(1)In the event of non-compliance with or contravention of section 56, a director or other person responsible for the prospectus does not incur any liability by reason of that non-compliance or contravention if—
(a)as regards any matter not disclosed, he proves that he was not cognisant of it, or
(b)he proves that the non-compliance or contravention arose from an honest mistake of fact on his part, or
(c)the non-compliance or contravention was in respect of matters which, in the opinion of the court dealing with the case, were immaterial or was otherwise such as ought (in the court’s opinion, having regard to all the circumstances of the case) reasonably to be excused.
(2)In the event of failure to include in a prospectus a statement with respect to the matters specified in paragraph 13 of Schedule 3 (disclosure of directors’ interests), no director or other person incurs any liability in respect of the failure unless it is proved that he had knowledge of the matters not disclosed.
(3)Nothing in section 56 or 57 or this section limits or diminishes any liability which a person may incur under the general law or this Act apart from those provisions.
(1)Where a prospectus invites persons to subscribe for a company’s shares or debentures, compensation is payable to all those who subscribe for any shares or debentures on the faith of the prospectus for the loss or damage which they may have sustained by reason of any untrue statement included in it.
(2)The persons liable to pay the compensation are—
(a)every person who is a director of the company at the time of the issue of the prospectus,
(b)every person who authorised himself to be named, and is named, in the prospectus as a director or as having agreed to become a director (either immediately or after an interval of time),
(c)every person being a promoter of the company, and
(d)every person who has authorised the issue of the prospectus.
(3)The above has effect subject to the two sections next following; and here and in those sections “promoter” means a promoter who was party to the preparation of the prospectus, or of the portion of it containing the untrue statement, but does not include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of the company.
(1)A person is not liable under section 67 if he proves—
(a)that, having consented to become a director of the company, he withdrew his consent before the issue of the prospectus, and that it was issued without his authority or consent, or
(b)that the prospectus was issued without his knowledge or consent, and that on becoming aware of its issue he forthwith gave reasonable public notice that it was issued without his knowledge or consent, or
(c)that after issue of the prospectus and before allotment under it he, on becoming aware of any untrue statement in it, withdrew his consent to its issue and gave reasonable public notice of the withdrawal and of the reason for it.
(2)A person is not liable under that section if he proves that—
(a)as regards every untrue statement not purporting to be made on the authority of an expert or of a public official document or statement, he had reasonable ground to believe, and did up to the time of the allotment of the shares or debentures (as the case may be) believe, that the statement was true; and
(b)as regards every untrue statement purporting to be a statement by an expert or contained in what purports to be a copy of or extract from a report or valuation of an expert, it fairly represented the statement, or was a correct and fair copy of or extract from the report or valuation, and he had reasonable ground to believe and did up to the time of issue of the prospectus believe that the person making the statement was competent to make it and that person had given the consent required by section 61 to the issue of the prospectus and had not withdrawn that consent before delivery of a copy of the prospectus for registration or, to the defendant’s knowledge, before allotment under it; and
(c)as regards every untrue statement purporting to be made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document.
(3)Subsections (1) and (2) of this section do not apply in the case of a person liable, by reason of his having given a consent required of him by section 61, as a person who has authorised the issue of the prospectus in respect of an untrue statement purporting to be made by him as an expert.
(4)Where under section 61 the consent of a person is required to the issue of a prospectus and he has given that consent, he is not by reason of his having given it liable under section 67 as a person who has authorised the issue of the prospectus except in respect of an untrue statement purporting to be made by him as an expert.
(5)A person who, apart from this subsection, would under section 67 be liable, by reason of his having given a consent required of him by section 61, as a person who has authorised the issue of a prospectus in respect of an untrue statement purporting to be made by him as an expert is not so liable if he proves—
(a)that, having given his consent under the section to the issue of the prospectus, he withdrew it in writing before the delivery of a copy of the prospectus for registration; or
(b)that, after delivery of a copy of the prospectus for registration and before allotment under it, he, on becoming aware of the untrue statement, withdrew his consent in writing and gave reasonable public notice of the withdrawal and of the reason for it; or
(c)that he was competent to make the statement and that he had reasonable ground to believe, and did up to the time of the allotment of the shares or debentures (as the case may be) believe, that the statement was true.
(1)This section applies where—
(a)the prospectus contains the name of a person as a director of the company, or as having agreed to become a director of it, and he has not consented to become a director, or has withdrawn his consent before the issue of the prospectus, and has not authorised or consented to its issue, or
(b)the consent of a person is required under section 61 to the issue of the prospectus and he either has not given that consent or has withdrawn it before the issue of the prospectus.
(2)The directors of the company (except any without whose knowledge or consent the prospectus was issued) and any other person who authorised its issue are liable to indemnify the person named, or whose consent was required under section 61 (as the case may be), against all damages, costs and expenses to which he may be liable by reason of his name having been inserted in the prospectus or of the inclusion in it of a statement purporting to be made by him as an expert (as the case may be), or in defending himself against any action or legal proceedings brought against him in respect of it.
(3)A person is not deemed for purposes of this section to have authorised the issue of a prospectus by reason only of his having given the consent required by section 61 to the inclusion of a statement purporting to be made by him as an expert.
(1)If a prospectus is issued with an untrue statement included in it, any person who authorised the issue of the prospectus is guilty of an offence and liable to imprisonment or a fine, or both, unless he proves either—
(a)that the statement was immaterial, or
(b)that he had reasonable ground to believe and did, up to the time of the issue of the prospectus, believe that the statement was true.
(2)A person is not deemed for purposes of this section to have authorised the issue of a prospectus by reason only of his having given the consent required by section 61 to the inclusion in it of a statement purporting to be made by him as an expert.
For purposes of sections 56 to 70—
(a)a statement included in a prospectus is deemed to be untrue if it is misleading in the form and context in which it is included, and
(b)a statement is deemed to be included in a prospectus if it is contained in it, or in any report or memorandum appearing on its face, or by reference incorporated in, or issued with, the prospectus.
(1)It is unlawful for a person to issue, circulate or distribute in Great Britain any prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain) unless the prospectus complies with the requirements of the next two subsections.
(2)The prospectus must be dated and contain particulars with respect to the following matters—
(a)the instrument constituting or defining the constitution of the company;
(b)the enactments, or provisions having the force of an enactment, by or under which the incorporation of the company was effected;
(c)an address in Great Britain where that instrument, and those enactments or provisions, or copies of them (and, if they are in a foreign language, a translation of them certified in the prescribed manner), can be inspected;
(d)the date on which, and the country in which, the company was incorporated; and
(e)whether the company has established a place of business in Great Britain and, if so, the address of its principal office in Great Britain.
(3)Subject to the following provisions, the prospectus must comply—
(a)with Part I of Schedule 3, as respects the matters to be stated in the prospectus, and
(b)with Part II of that Schedule, as respects the reports to be set out.
(4)Paragraphs (a) to (c) of subsection (2) do not apply in the case of a prospectus issued more than 2 years after the company is entitled to commence business.
(5)It is unlawful for a person to issue to any person in Great Britain a form of application for shares in or debentures of such a company or intended company as is mentioned in subsection (1) unless the form is issued with a prospectus which complies with this Chapter and the issue of which in Great Britain does not contravene section 74 or 75 below.
This subsection does not apply if it is shown that the form of application was issued in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures.
(6)This section—
(a)does not apply to the issue to a company’s existing members or debenture holders of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; and
(b)except in so far as it requires a prospectus to be dated, does not apply to the issue of a prospectus relating to shares or debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being listed on a prescribed stock exchange;
but subject to this, it applies to a prospectus or form of application whether issued on or with reference to the formation of a company or subsequently.
Modifications etc. (not altering text)
C97S. 72(2)-(4) modified by S.I. 1991/823, reg. 2(1), Sch.1
A condition requiring or binding an applicant for shares or debentures to waive compliance with any requirement imposed—
(a)by subsection (2) of section 72, as regards the particulars to be contained in the prospectus, or
(b)by subsection (3) of that section, as regards compliance with Schedule 3,
or purporting to affect an applicant with notice of any contract, document or matter not specifically referred to in the prospectus, is void.
(1)This section applies in the case of a prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether it has or has not established, or when formed will or will not establish, a place of business in Great Britain), if the prospectus includes a statement purporting to be made by an expert.
(2)It is unlawful for any person to issue, circulate or distribute in Great Britain such a prospectus if—
(a)the expert has not given, or has before delivery of the prospectus for registration withdrawn, his written consent to the issue of the prospectus with the statement included in the form and context in which it is included, or
(b)there does not appear in the prospectus a statement that he has given and has not withdrawn his consent as above mentioned.
(3)For purposes of this section, a statement is deemed to be included in a prospectus if it is contained in it, or in any report or memorandum appearing on its face, or by reference incorporated in, or issued with, the prospectus.
Modifications etc. (not altering text)
C98S. 74(2)(b) modified by S.I. 1991/823, reg. 2(1), Sch.1
(1)It is unlawful for a person to issue, circulate or distribute in Great Britain a prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain), unless the prospectus complies with the following condition.
(2)The prospectus must have the effect, where an application is made in pursuance of it, of rendering all persons concerned bound by all the provisions (other than penal provisions) of sections 82, 86 and 87 (restrictions on allotment), so far as applicable.
Modifications etc. (not altering text)
C99S. 75 modified by S.I. 1991/823, reg. 2(1), Sch.1
(1)The following applies where—
(a)it is proposed to offer to the public by a prospectus issued generally any shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain), and
(b)application is made to a prescribed stock exchange for permission for those shares or debentures to be listed on that stock exchange.
“Issued generally” means issued to persons who are not existing members or debenture holders of the company.
(2)There may on the applicant’s request be given by or on behalf of that stock exchange a certificate that, having regard to the proposals (as stated in the request) as to the size and other circumstances of the issue of shares or debentures and as to any limitation on the number and class of persons to whom the offer is to be made, compliance with Schedule 3 would be unduly burdensome.
(3)If a certificate is given under subsection (2), and if the proposals above mentioned are adhered to and the particulars and information required to be published in connection with the application for permission to the stock exchange are so published, then—
(a)a prospectus giving the particulars and information in the form in which they are so required to be published is deemed to comply with Schedule 3, and
(b)except as respects the requirement for the prospectus to be dated, section 72 does not apply to any issue, after the permission applied for is given, of a prospectus or form of application relating to the shares or debentures.
(1)It is unlawful for a person to issue, circulate or distribute in Great Britain a prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain), unless before the issue, circulation or distribution the requirements of this section have been complied with.
(2)A copy of the prospectus, certified by the chairman and two other directors of the company as having been approved by resolution of the managing body, must have been delivered for registration to the registrar of companies.
(3)The prospectus must state on the face of it that a copy has been so delivered to the registrar of companies; and the following must be endorsed on or attached to that copy of the prospectus—
(a)any consent to the issue of the prospectus which is required by section 74;
(b)a copy of any contract required by paragraph 11 of Schedule 3 to be stated in the prospectus or, in the case of a contract not reduced into writing, a memorandum giving full particulars of it; and
(c)where the persons making any report required by Part II of Schedule 3 have made in it or have, without giving the reasons, indicated in it any such adjustments as are mentioned in paragraph 21 of the Schedule, a written statement signed by those persons setting out the adjustments and giving the reasons for them.
(4)If in the case of a prospectus deemed by virtue of a certificate under section 76 to comply with Schedule 3, a contract or a copy of it, or a memorandum of a contract, is required to be available for inspection in connection with application under that section to the stock exchange, a copy or (as the case may be) a memorandum of the contract must be endorsed on or attached to the copy of the prospectus delivered to the registrar for registration.
(5)References in subsections (3)(b) and (4) to the copy of a contract are, in the case of a contract wholly or partly in a foreign language, to a copy of a translation of the contract into English, or a copy embodying a translation into English of the parts in a foreign language (as the case may be); and—
(a)the translation must in either case be certified in the prescribed manner to be a correct translation, and
(b)the reference in subsection (4) to a copy of a contract required to be available for inspection includes a copy of a translation of it or a copy embodying a translation of parts of it.
Modifications etc. (not altering text)
C100S. 77(3) modified by S.I. 1991/823, reg. 2(1), Sch. 1
(1)A person who is knowingly responsible for the issue, circulation or distribution of a prospectus, or for the issue of a form of application for shares or debentures, in contravention of any of sections 72 to 77 is liable to a fine.
(2)Sections 67, 68 and 69 extend to every prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain), substituting for any reference to section 61 a reference to section 74.
(3)In the event of non-compliance with or contravention of any of the requirements of section 72(2) as regards the particulars to be contained in the prospectus, or section 72(3) as regards compliance with Schedule 3, a director or other person responsible for the prospectus incurs no liability by reason of the non-compliance or contravention if—
(a)as regards any matter not disclosed, he proves that he was not cognisant of it, or
(b)he proves that the non-compliance or contravention arose from an honest mistake of fact on his part, or
(c)the non-compliance or contravention was in respect of matters which, in the opinion of the court dealing with the case, were immaterial or were otherwise such as ought, in the court’s opinion, having regard to all the circumstances of the case, reasonably to be excused.
(4)In the event of failure to include in a prospectus to which this Chapter applies a statement with respect to the matters contained in paragraph 13 of Schedule 3, no director or other person incurs any liability in respect of the failure unless it is proved that he had knowledge of the matters not disclosed.
(5)Nothing in section 72 or 73 or this section, limits or diminishes any liability which a person may incur under the general law or this Act, apart from those provisions.
(1)Where a document by which the shares or debentures of a company incorporated outside Great Britain are offered for sale to the public would, if the company had been a company incorporated under this Act, have been deemed by virtue of section 58 to be a prospectus issued by the company, that document is deemed, for the purposes of this Chapter, a prospectus so issued.
(2)An offer of shares or debentures for subscription or sale to a person whose ordinary business it is to buy or sell shares or debentures (whether as principal or agent) is not deemed an offer to the public for those purposes.
(3)In this Chapter “” and “debentures” have the same meaning as when those expressions are used, elsewhere in this Act, in relation to a company incorporated under this Act.]
Modifications etc. (not altering text)
C101S. 79(2) extended by Financial Services Act 1986 (c. 60, SIF 69), s. 195(a)
F73. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F74. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F75. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F75S. 81 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 24(2))
F76. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F76Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F77. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F77Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F78. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F78Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F79. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F79Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F80. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F80Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F81. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F81Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F82. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F82Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F83. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F83Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F84. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F84Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F85. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F85Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F86. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F86Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F87. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F87Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F88. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F88Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F89. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F89Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F90. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F90Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F91. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F91Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F92. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F92Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F93. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F93Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F94. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F94Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F95. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F95Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F96. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F96Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F97. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F97Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F98. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F98Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F99. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F99Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F100. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F100Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F101. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F101Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F102. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F102Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F103. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F103Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F104. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F104Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F105. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F105Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F106. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F106Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F107. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F107Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F108. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F108Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F109. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F109Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F110. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F110Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F111. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F111Ss. 82-116 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F112. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F112S. 117 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 26, 27(2), 29(2))
F113. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F113S. 118 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 26, 27(2), 29(2))
F114. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F114Ss. 119-124 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F115. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F115Ss. 119-124 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F116. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F116Ss. 119-124 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F117. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F117Ss. 119-124 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F118. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F118Ss. 119-124 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F119. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F119Ss. 119-124 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
(1)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)F121. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8)F120. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F120S. 125(1)-(5)(7)(8) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F121S. 125(6) repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F122. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F122Ss. 126-182 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F123. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F123Ss. 126-182 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F124. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F124Ss. 126-182 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F125. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F125Ss. 126-182 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F126Ss. 126-182 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F131Ss. 126-182 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F135Ss. 126-182 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F142Ss. 126-182 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F151Ss. 126-182 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F188. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F188Ss. 126-182 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F189. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F189S. 183 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F190. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F190S. 184 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F191. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F191S. 185 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F192. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F192S. 186 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F193. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F193S. 187 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F194. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F194S. 188 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F195. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F195S. 189 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F196. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F196S. 190 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F197. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F197S. 191 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F198. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F198S. 192 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F199. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F199S. 193 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F200. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F200S. 194 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F201. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F201S. 195 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F202. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F202S. 196 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F203. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F203S. 197 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 22(2))
F204. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F204S. 198 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F205. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F205S. 199 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F206. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F206S. 200 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
Textual Amendments
F208. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F208S. 202 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F209. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F209S. 203 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F210. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F210S. 204 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F211. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F211S. 205 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F212. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F212S. 206 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F213. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F213S. 207 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F214. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F214S. 208 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F215. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F215S. 209 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F216. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F216S. 210 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F217. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F217S. 210A repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F218. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F218S. 211 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F219. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F219S. 212 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F220. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F220S. 213 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F221. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F221S. 214 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F222. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F222S. 215 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F223. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F223S. 216 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F224. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F224S. 217 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F225. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F225S. 218 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F226. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F226S. 219 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F227. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F227S. 220 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
Modifications etc. (not altering text)
C116Pt. VII (ss. 221–262) applied with modifications by S.I. 1985/680, regs. 4–6, Sch.
C117Part VII (ss. 221-262) continued by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 13(1)(a)
C118Part VII (ss. 221-262) amended by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 1(2)(5)
C119Part VII (ss. 221-262) extended by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 1(3)(5)
C120Part VII (ss. 221-262) modified by S.I. 1990/355, arts. 6, 7, Sch. 2 paras. 1(4)(5), 3(2)(3)
C121Part VII (ss. 221-262) excluded by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 3(1)(3)
C122Part VII (ss. 221-262) restricted by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 13(1)(b)
Pt. VII (ss. 221-262) applied (with modifications) (21.7.1993) by S.I. 1993/1820, reg. 4, Sch. paras.1, 2 (as amended (1.10.2005) by S.I. 2005/1987, reg. 3)
Pt. VII (ss. 221-262) applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 3, Sch. 1 (as amended (4.3.2004) by S.I. 2004/355, art. 8, (1.10.2005) by S.I. 2005/1989, reg. 2, Sch. 1 and (12.1.2006) by S.I. 2005/3442, reg. 2(2)(b), Sch. 2 para. 3(1))
C123Pt. 7 (ss. 221-262) modified (1.8.2007) by The European Grouping of Territorial Cooperation Regulations 2007 (S.I. 2007/1949), regs. 6, 7, Sch. Pt. 1
F228. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F228S. 221 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F229. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F229S. 222 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F230. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F230S. 223 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F231. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F231S. 224 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F232. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F232S. 225 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F233. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F233S. 226 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F234. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F234S. 226A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F235. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F235S. 226B repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F236. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F236S. 227 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F237. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F237S. 227A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F238. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F238S. 227B repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F239. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F239S. 227C repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F240. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F240S. 228 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F241. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F241S. 228A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F242. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F242S. 229 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F243. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F243S. 230 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F244. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F244S. 231 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F245. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F245S. 231A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F246. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F246S. 232 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F247. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F247S. 233 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
Textual Amendments
F248Cross-heading and ss. 234, 234ZZA, 234ZZB substituted for s. 234 and preceding cross-heading (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 2
F249. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F249S. 234 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F250. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F250S. 234ZZA repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F251. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F251S. 234ZZB repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F252. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F252S. 234ZA repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F253. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F253S. 234A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
Textual Amendments
F254Heading before s. 234AA omitted (12.1.2006) by virtue of The Companies Act 1985 (Operating and Financial Review) (Repeal) Regulations 2005 (S.I. 2005/3442), reg. 2(2)(a), Sch. 1 para. 2
F255. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F256. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F256S. 234AB omitted (12.1.2006) by virtue of The Companies Act 1985 (Operating and Financial Review) (Repeal) Regulations 2005 (S.I. 2005/3442), reg. 2(2)(a), Sch. 1 para. 3
F257. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F257S. 234B repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F258. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F258S. 234C repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F259. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F259S. 235 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F260. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F260S. 236 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F261. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F261S. 237 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F262. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F262S. 238 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F264. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]
Textual Amendments
F263S. 238A inserted (1.10.2007 with effect as mentioned in Sch. 4 para. 3(8) of the amending S.I.) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 3(3) (with art. 12)
F264S. 238A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F265. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F265S. 239 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F266. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F266S. 240 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F267. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F267S. 241 repealed (1.10.2007 with application to private companies) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F268. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F268S. 241A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F269. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F269S. 242 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F270. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F270S. 242A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2)); table in s. 242A(2) expressed to be substituted and s. 242A(2A) expressed to be inserted (6.4.2008 with application in accordance with reg. 1 of the amending S.I.) by The Companies (Late Filing Penalties) and Limited Liability Partnerships (Filing Periods and Late Filing Penalties) Regulations 2008 (S.I. 2008/497), reg. 5 and {reg. 3} respectively
F271. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F271S. 242B repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F272. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F272S. 243 omitted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by virtue of The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 15, Sch. 7 para. 6
F273. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F273S. 244 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F274. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F274S. 245 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F275. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F275S. 245A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F276. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F276S. 245B repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F277. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F277S. 245C repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F278. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F278S. 245D repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F279. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F279S. 245E repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F280. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F280S. 245F repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F281. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F281S. 245G repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F282. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F282S. 246 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F283. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F283S. 246A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F284. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F284S. 247 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F285. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F285S. 247A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F286. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F286S. 247B repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F287. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F287S. 248 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F288. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F288S. 248A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F289. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F289S. 249 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
Textual Amendments
F290Ss. 249A-249E and preceding cross-heading inserted (11.8.1994) by S.I. 1994/1935, reg. 2
F291. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F291S. 249A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F292. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F292S. 249AA repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F293. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F293S. 249B repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F294. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F294S. 249C repealed (1.4.2008) by Companies Act 2006 (c. 46), ss. 1175, 1295, 1300, Sch. 9 para. 5, Sch. 16; S.I. 2008/674, art. 3, Sch. 1 (with savings in art. 6)
F295. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F295S. 249D repealed (1.4.2008) by Companies Act 2006 (c. 46), ss. 1175, 1295, 1300, Sch. 9 para. 5, Sch. 16; S.I. 2008/674, art. 3, Sch. 1 (with savings in art. 6)
F296. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F296S. 249E repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F297. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F297S. 250 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F299. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F298S. 251: heading substituted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 11(1)
F299S. 251 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))
F300. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F300S. 252 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F301. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F301S. 253 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F302. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F302S. 254 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F303. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F303S. 255 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F304. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F304S. 255A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F305. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F305S. 255B repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F306. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F306S. 255C repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F307. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F307S. 255D repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F308. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F308S. 255E repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F309. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F309S. 256 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F310. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F310S. 256A omitted (12.1.2006) by virtue of The Companies Act 1985 (Operating and Financial Review) (Repeal) Regulations 2005 (S.I. 2005/3442), reg. 2(2)(a), Sch. 1 para. 15
F311. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F311S. 257 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F312. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F312S. 258 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F313. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F313S. 259 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F314. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F314S. 260 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F315. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F315S. 261 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F316. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F316S. 262 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2)) and subject to amendments (1.7.2009 for certain purposes, otherwise 30.6.2010) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2009 (S.I. 2009/1342), arts. 1(2), 23
F317. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F317S. 262A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F318. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F318S. 263 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F319. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F319S. 264 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F320. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F320S. 265 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F321. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F321S. 266 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F322. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F322S. 267 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F323. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F323S. 268 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F324. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F324S. 269 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F325. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F325S. 270 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F326. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F326S. 271 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F327. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F327S. 272 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F328. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F328S. 273 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F329. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F329S. 274 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F330. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F330S. 275 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F331. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F331S. 276 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F332. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F332S. 277 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F333. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F333S. 278 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F334. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F334S. 279 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F335. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F335S. 280 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F336. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F336S. 281 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 33(2))
F337. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F337S. 282 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F338. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F338S. 283 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 5(2))
F339. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F339S. 284 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 5(2))
F340. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F340S. 285 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F341. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F341S. 286 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 5(2))
F342. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F342Ss. 287-291 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F343. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F343Ss. 287-291 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F344. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F344Ss. 287-291 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F345. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F345Ss. 287-291 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F346. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F346Ss. 287-291 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F347. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F347Ss. 287-291 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F348. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F348S. 292 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F349. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F349S. 293 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 4(2)(c), (subject to art. 5, Sch. 1and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F350. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F350S. 294 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 4(2)(c), (subject to art. 5, Sch. 1and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
Textual Amendments
Textual Amendments
F352S. 300 repealed by Insolvency Act 1985 (c. 65, SIF 66), s. 235(3), Sch. 10 Pt. II, Insolvency Act 1986 (c. 45, SIF 66), s. 437, Sch. 11 para. 7
Textual Amendments
F354. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F354S. 303 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F355. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F355S. 304 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F356. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F356S. 305 repealed (1.10.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(b), Sch. 3 Pt. 1 (with arts. 7, 12)
F357. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F357Ss. 306-308 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.)) and with saving for repeal of ss. 306, 307 (1.10.2009) by S.I. 2009/1941, art. 9(a)
F358. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F358Ss. 306-308 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.)) and with saving for repeal of ss. 306, 307 (1.10.2009) by S.I. 2009/1941, art. 9(a)
F359. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F359Ss. 306-308 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.)) and with saving for repeal of ss. 306, 307 (1.10.2009) by S.I. 2009/1941, art. 9(a)
F360. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F360S. 309 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F361. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F361S. 309A repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F362. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F362S. 309B repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F363. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F363S. 309C repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F364. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F364S. 310 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F365. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F365S. 311 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(c), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F366. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F366S. 312 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F367. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F367S. 313 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F368. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F368S. 314 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F369. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F369S. 315 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F370. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F370S. 316 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F371. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F371S. 317 repealed (1.10.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(b), Sch. 3 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 48(2), 50(2)); s. 317 expressed to be modified (7.10.2008 at 9.30 a.m.) by The Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008 (S.I. 2008/2644), arts. 1(2), 26, Sch. 2 para. 1(a)
F372. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F372S. 318 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F373. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F373S. 319 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F374. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F374S. 320 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12); s. 320 is expressed to be modified (22.2.2008) by S.I. 2008/432, arts. 1(2), 17(1), Sch. para. 1(d)
F375. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F375S. 321 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F376. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F376S. 322 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F377. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F378. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F378S. 322B repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F379. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F379S. 323 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(c), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); s. 323 is expressed to be modified (22.2.2008) by S.I. 2008/432, arts. 1(2), 17(1), Sch. para. 1(e)
F380. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F380S. 324 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(c), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); s. 324 is expressed to be modified (22.2.2008) by S.I. 2008/432, arts. 1(2), 17(1), Sch. para. 1(f)
F381. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F381S. 325 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(c), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); s. 325 is expressed to be modified (22.2.2008) by S.I. 2008/432, arts. 1(2), 17(1), Sch. para. 1(g)
F382. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F382S. 326 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(c), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F384. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F383S. 327: words in heading inserted (5.12.2005) by Civil Partnership Act 2004 (c. 33), ss. 261(1), 263, Sch. 27 para. 100(3); S.I. 2005/3175, art. 2(2)
F384S. 327 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(c), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F386. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F385Words in s. 328 inserted (5.12.2005) by Civil Partnership Act 2004 (c. 33), ss. 261(1), 263, Sch. 27 para. 101(4); S.I. 2005/3175, art. 2(2)
F386S. 328 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(c), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F387. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F387S. 329 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(c), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F388. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F388S. 330 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12); s. 330 is expressed to be modified (22.2.2008) by S.I. 2008/432, arts. 1(2), 17(1), Sch. para. 1(h)
F389. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F389S. 331 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F390. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F390S. 332 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F391. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F391S. 333 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F392. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F392S. 334 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F393. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F393S. 335 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F394. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F394S. 336 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F395. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F395S. 337 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F396. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F396S. 337A repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F397. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F397S. 338 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F398. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F398S. 339 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F399. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F399S. 340 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F400. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F400S. 341 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F401. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F401S. 342 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F402. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F402S. 343 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(c), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F403. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F403S. 344 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(c), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F404. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F404S. 345 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F405. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F405S. 346 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F406. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F406S. 347 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
Modifications etc. (not altering text)
C124Pt. XA (ss. 347A-347K) applied (16.2.2001) by S.I. 1985/680, Sch. (as inserted (16.2.2001) by S.I. 2001/86, reg. 2)
F407. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F407S. 347A repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F408. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F408S. 347B repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F409. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F409S. 347C repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F410. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F410S. 347D repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F411. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F411S. 347E repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F412. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F412S. 347F repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F413. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F413S. 347G repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F414. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F414S. 347H repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F415. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F415S. 347I repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F416. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F416S. 347J repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F417. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F417S. 347K repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F418. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F418S. 348 repealed (1.10.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(b), Sch. 3 Pt. 1 (with arts. 7, 12)
F419. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F419S. 349 repealed (1.10.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(b), Sch. 3 Pt. 1 (with arts. 7, 12)
F420. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F421. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F421S. 351 repealed (1.10.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(b), Sch. 3 Pt. 1 (with arts. 7, 12)
F422. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F422Ss. 352-355 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F423. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F423Ss. 352-355 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F424. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F424Ss. 352-355 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F425. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F425Ss. 352-355 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F426. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F426Ss. 352-355 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F427. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F427S. 356 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F428. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F428Ss. 357-365 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F429. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F429Ss. 357-365 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F430. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F430Ss. 357-365 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F431. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F431Ss. 357-365 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F432. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F432Ss. 357-365 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F433. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F433Ss. 357-365 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F434Ss. 357-365 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F449. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F449S. 366 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F450. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F450S. 366A repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F451. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F451S. 367 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F452. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F452S. 368 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F453. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F453S. 369 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F454. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F454S. 370 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F455. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F455S. 370A repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F456. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F456S. 371 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F457. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F457S. 372 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F458. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F458S. 373 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F459. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F459S. 374 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F460. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F460S. 375 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F461. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F461S. 376 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F462. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F462S. 377 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F463. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F463S. 378 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F464. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F464S. 379 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F465. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F466. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F467. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F467S. 381 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F468. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F468S. 381A repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F469. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F469S. 381B repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F470. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F470S. 381C repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F471. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F471S. 382 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F472. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F472S. 382A repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F473. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F473S. 382B repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F474. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F474S. 383 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
Textual Amendments
F475New ss. 384–388A inserted (subject to the savings and transitional provisions in S.I. 1990/355, arts. 4, 10, Sch. 4) by Companies Act 1989 (c. 40, SIF 27), ss. 118, 119(1), 213(2), (as part of the text inserted to replace Chapter V as mentioned in s. 118 of the 1989 Act)
F476. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F476S. 384 repealed (1.10.2007 with application to private companies) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F477. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F477S. 385 repealed (1.10.2007 with application to private companies) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F478. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F478S. 385A repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F479. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F479S. 386 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F480. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F480S. 387 repealed (1.10.2007 with application to private companies) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F481. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F481S. 388 repealed (1.10.2007 with application to private companies) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F482. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]
Textual Amendments
F482S. 388A repealed (1.10.2007 with application to private companies) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
Textual Amendments
F483S. 389 repealed (01.10.1991) by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24; S.I. 1991/1996, art. 2(1)(c)(i).
F484. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F484S. 389A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 11(2)(3), 12(2)(4), 13(2), 14(2), 15(2))
F485. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F485S. 389B repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 11(2)(3), 12(2)(4), 13(2), 14(2), 15(2))
F486. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F486S. 390 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 11(2)(3), 12(2)(4), 13(2), 14(2), 15(2))
F487. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F487S. 390A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 11(2)(3), 12(2)(4), 13(2), 14(2), 15(2))
F488. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F488S. 390B repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 11(2)(3), 12(2)(4), 13(2), 14(2), 15(2))
F489. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F489S. 391 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 11(2)(3), 12(2)(4), 13(2), 14(2), 15(2))
F490. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F490S. 391A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 11(2)(3), 12(2)(4), 13(2), 14(2), 15(2))
F491. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F491S. 392 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 11(2)(3), 12(2)(4), 13(2), 14(2), 15(2))
F492. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F492S. 392A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 11(2)(3), 12(2)(4), 13(2), 14(2), 15(2))
F493. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F493S. 393 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F494. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F494S. 394 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 16(2))
F495. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F495S. 394A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 16(2))
Modifications etc. (not altering text)
C134Pt. XII (ss. 395 - 424) extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 4
C135Pt. XII (ss. 395-424) excluded (21.2.2009) by Banking Act 2009 (c. 1), ss. {252(2)(a)}, 263(1)(2) (with s. 247); S.I. 2009/296, arts. 2, 3, Sch. para. 11
Textual Amendments
F496Ss. 395-424 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F504Ss. 395-424 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Modifications etc. (not altering text)
C171Pt. XIII (ss. 425–430) power to modify conferred (E.W.) by Water Act 1989 (c. 15, SIF 130), s. 190(1), Sch. 25 para. 71(2) (with ss. 58(7), 101(1), 141(6), 160(1)(2)(4), 163, 189(4)–(10), 193(1), Sch. 26 paras. 3(1)(2), 17, 40(4), 57(6), 58)
C172Part XIII modified by S.I. 1989/1461, reg. 2
C173Part XIII (ss. 425-430) modified (E.W.) (1.12.1991) by Statutory Water Companies Act 1991 (c. 58, SIF 130), ss. 9(1), 17(2)
C174Pt. XIII (ss. 425–430) power to modify conferred (E.W.) by Water Act 1989 (c. 15, SIF 130), s. 190(1), Sch. 25 para. 71(2) (with ss. 58(7), 101(1), 141(6), 160(1)(2)(4), 163, 189(4)–(10), 193(1), Sch. 26 paras. 3(1)(2), 17, 40(4), 57(6), 58)
C175Part XIII modified by S.I. 1989/1461, reg. 2
F511. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F511S. 425 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 36(2))
F512. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F512S. 426 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 36(2))
F513. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F513S. 427 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 36(2))
F514. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F514S. 427A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 36(2))
Textual Amendments
F515Ss. 428–430F substituted for ss. 428–430 by Financial Services Act 1986 (c. 60, SIF 69), s. 172, Sch. 12
Modifications etc. (not altering text)
C176Pt. 13A excluded (20.5.2006) by The Takeovers Directive (Interim Implementation) Regulations 2006 (S.I. 2006/1183), reg. 30
C177Pt. XIIIA (ss. 428-430F) modified (12.2.1992) by S.I. 1992/225, reg. 121, Sch. 8 para. 9(3).
F516. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F516S. 428 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/1093, art. 5, Sch. 2 Pt. 1 (with Sch. 6 para. 1)
F517. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F517S. 429 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/1093, art. 5, Sch. 2 Pt. 1 (with Sch. 6 para. 1)
F518. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F518S. 430 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/1093, art. 5, Sch. 2 Pt. 1 (with Sch. 6 para. 1)
F519. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F519S. 430A repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/1093, art. 5, Sch. 2 Pt. 1 (with Sch. 6 para. 1)
F520. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F520S. 430B repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/1093, art. 5, Sch. 2 Pt. 1 (with Sch. 6 para. 1)
F521. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F521S. 430C repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/1093, art. 5, Sch. 2 Pt. 1 (with Sch. 6 para. 1)
F522. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F522S. 430D repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/1093, art. 5, Sch. 2 Pt. 1 (with Sch. 6 para. 1)
F523. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F523S. 430E repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/1093, art. 5, Sch. 2 Pt. 1 (with Sch. 6 para. 1)
F524. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F524S. 430F repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/1093, art. 5, Sch. 2 Pt. 1 (with Sch. 6 para. 1)
(1)The Secretary of State may appoint one or more competent inspectors to investigate the affairs of a company and to [F525report the result of their investigations to him] .
(2)The appointment may be made—
(a)in the case of a company having a share capital, on the application either of not less than 200 members or of members holding not less than one-tenth of the shares issued, [F526(excluding any shares held as treasury shares)]
(b)in the case of a company not having a share capital, on the application of not less than one-fifth in number of the persons on the company’s register of members, and
(c)in any case, on application of the company.
(3)The application shall be supported by such evidence as the Secretary of State may require for the purpose of showing that the applicant or applicants have good reason for requiring the investigation.
(4)The Secretary of State may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding £5,000, or such other sum as he may by order specify, for payment of the costs of the investigation.
An order under this subsection shall be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.
Textual Amendments
F525Words in s. 431(1) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1035(2), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)
F526Words in s. 431(2)(a) inserted (1.12.2003) by The Companies (Acquisition of Own Shares)(Treasury Shares) Regulations 2003 (S.I. 2003/1116), reg. 4, {Sch. para. 28}
Modifications etc. (not altering text)
C178S. 431 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
(1)The Secretary of State shall appoint one or more competent inspectors to investigate the affairs of a company and [F527report the result of their investigations to him], if the court by order declares that its affairs out to be so investigated.
(2)The Secretary of State may make such an appointment if it appears to him that there are circumstances suggesting—
(a)that the company’s affairs are being or have been conducted with intent to defraud its creditors or the creditors of any other person, or otherwise for a fraudulent or unlawful purpose, or in a manner which is unfairly prejudicial to some part of its members, or
(b)that any actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial, or that the company was formed for any fraudulent or unlawful purpose, or
(c)that persons concerned with the company’s formation or the management of its affairs have in connection therewith been guilty of fraud, misfeasance or other misconduct towards it or towards its members, or
(d)that the company’s members have not been given all the information with respect to its affairs which they might reasonably expect.
[F528(2A)Inspectors may be appointed under subsection (2) on terms that any report they may make is not for publication; and in such a case, the provisions of section 437(3) (availability and publication of inspectors’ reports) do not apply.]
(3)Subsections (1) and (2) are without prejudice to the powers of the Secretary of State under section 431; and the power conferred by subsection (2) is exercisable with respect to a body corporate notwithstanding that it is in course of being voluntarily wound up.
(4)The reference in subsection (2)(a) to a company’s members includes any person who is not a member but to whom shares in the company have been transferred or transmitted by operation of law.
Textual Amendments
F527Words in s. 432(1) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1035(3), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)
F528S. 432(2A) inserted by Companies Act 1989 (c. 40, SIF 27), ss. 55, 213(2)
Modifications etc. (not altering text)
C179S. 432 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
C180S. 432(1)(2) extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 5
(1)If inspectors appointed under section 431 or 432 to investigate the affairs of a company think it necessary for the purposes of their investigation to investigate also the affairs of another body corporate which is or at any relevant time has been the company’s subsidiary or holding company, or a subsidiary of its holding company or a holding company of its subsidiary, they have power to do so; and they shall report on the affairs of the other body corporate so far as they think that the results of their investigation of its affairs are relevant to the investigation of the affairs of the company first mentioned above.
F529(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F529S. 433(2) repealed by Financial Services Act 1986 (c. 60, SIF 69), ss. 182, 212(3), Sch. 13 para. 7, Sch. 17 Pt. I
Modifications etc. (not altering text)
C181S. 433 applied (wih modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
(1)When inspectors are appointed under section 431 or 432, it is the duty of all officers and agents of the company, and of all officers and agents of any other body corporate whose affairs are investigated under section 433(1)—
(a)to produce to the inspectors all [F530documents] of or relating to the company or, as the case may be, the other body corporate which are in their custody or power,
(b)to attend before the inspectors when required to do so, and
(c)otherwise to give the inspectors all assistance in connection with the investigation which they are reasonably able to give.
[F531(2)If the inspectors consider that an officer or agent of the company or other body corporate, or any other person, is or may be in possession of information relating to a matter which they believe to be relevant to the investigation, they may require him—
(a)to produce to them any documents in his custody or power relating to that matter,
(b)to attend before them, and
(c)otherwise to give them all assistance in connection with the investigation which he is reasonably able to give;
and it is that person’s duty to comply with the requirement.]
[F532(3)An inspector may for the purposes of the investigation examine any person on oath, and may administer an oath accordingly.]
(4)In this section a reference to officers or to agents includes past, as well as present, officers or agents (as the case may be); and “agents”, in relation to a company or other body corporate, includes its bankers and solicitors and persons employed by it as auditors, whether these persons are or are not officers of the company or other body corporate.
(5)An answer given by a person to a question put to him in exercise of powers conferred by this section (whether as it has effect in relation to an investigation under any of sections 431 to 433, or as applied by any other section in this Part) may be used in evidence against him.
[F533(5A)However, in criminal proceedings in which that person is charged with an offence to which this subsection applies—
(a)no evidence relating to the answer may be adduced, and
(b)no question relating to it may be asked,
by or on behalf of the prosecution, unless evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that person.
(5B)Subsection (5A) applies to any offence other than—
(a)an offence under section 2 or 5 of the Perjury Act 1911 (false statements made on oath otherwise than in judicial proceedings or made otherwise than on oath); or
(b)an offence under section 44(1) or (2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (false statements made on oath or otherwise than on oath)[F534; or
(c)an offence under Article 7 or 10 of the Perjury (Northern Ireland) Order 1979 (false statements made on oath otherwise than in judicial proceedings or made otherwise than on oath).]]
[F535(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.]
Textual Amendments
F530Words in s. 434(1)(a) substituted by Companies Act 1989 (c. 40, SIF 27), ss. 56(2), 213(2)
F531S. 434(2) substituted by Companies Act 1989 (c. 40, SIF 27), ss. 56(3), 213(2)
F532S. 434(3) substituted by Companies Act 1989 (c. 40, SIF 27), ss. 56(4), 213(2)
F533S. 434(5A)(5B) inserted (14.4.2000 for E.W.N.I. and 1.1.2001 for S.) by 1999 c. 23, ss. 59, 68(3), Sch. 3 para. 5 (with Sch. 7 para. 5(2)); S.I. 2000/1034, art. 2(a); S.S.I. 2000/445, art. 2
F534S. 434(5B)(c) and preceding word inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 57(2)
F535S. 434(6)-(8) substituted for s. 434(6) (1.10.2007) by Companies Act 2006 (c. 46), ss. 1038(1), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)
Modifications etc. (not altering text)
C182S. 434 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 6
C183S. 434 applied (with modifications) by Financial Services Act 1986 (c. 60, SIF 69), s. 94(3)(7)
S. 434 applied (with modifications) (6.1.1997) by S.I. 1996/2827, reg. 22(3)(4)
C184S. 434 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
C185S. 434(4) amended (E.W.)(01.01.1992) by S.I. 1991/2684, arts. 2(1), 4, 5, Sch. 1.
Textual Amendments
F536S. 435 repealed by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24
[F537(1)If any person—
(a)fails to comply with section 434(1)(a) or (c),
(b)refuses to comply with a requirement under section 434(1)(b) or (2), or
(c)refuses to answer any question put to him by the inspectors for the purposes of the investigation,
the inspectors may certify that fact in writing to the court.]
(3)The court may thereupon enquire into the case; and, after hearing any witnesses who may be produced against or on behalf of the alleged offender and after hearing any statement which may be offered in defence, the court may punish the offender in like manner as if he had been guilty of contempt of the court.
Textual Amendments
F537S. 436(1) substituted for subsections (1)(2) by Companies Act 1989 (c. 40, SIF 27), ss. 56(6), 213(2)
Modifications etc. (not altering text)
C186S. 436 applied (with modifications) by Financial Services Act 1986 (c. 60, SIF 69), s. 94(3)(7)
S. 436 applied (with modifications) (6.1.1997) by S.I. 1996/2827, reg. 22(3)(4)
C187S. 436 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 7
C188S. 436 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
(1)The inspectors may, and if so directed by the Secretary of State shall, make interim reports to the Secretary of State, and on the conclusion of their investigation shall make a final report to him.
F538. . .
[F539(1A)Any persons who have been appointed under section 431 or 432 may at any time and, if the Secretary of State directs them to do so, shall inform him of any matters coming to their knowledge as a result of their investigations.]
(1B)F540. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1C)F540. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)If the inspectors were appointed under section 432 in pursuance of an order of the court, the Secretary of State shall furnish a copy of any report of theirs to the court.
[F541(2A)If the company is registered under the Companies Act 2006 in Northern Ireland, the Secretary of State must send a copy of any interim or final report by the inspectors to the Department of Enterprise, Trade and Investment in Northern Ireland.]
(3)In any case the Secretary of State may, if he thinks fit—
(a)forward a copy of any report made by the inspectors to the company’s registered office,
(b)furnish a copy on request and on payment of the prescribed fee to—
(i)any member of the company or other body corporate which is the subject of the report,
(ii)any person whose conduct is referred to in the report,
(iii)the auditors of that company or body corporate,
(iv)the applicants for the investigation,
(v)any other person whose financial interests appear to the Secretary of State to be affected by the matters dealt with in the report, whether as a creditor of the company or body corporate, or otherwise, and
(c)cause any such report to be printed and published.
Textual Amendments
F538Words in s. 437(1) repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1035(4)(a), 1295, 1300, Sch. 16; S.I. 2007/2194, arts. 2(1)(k), 8, Sch. 2 Pt. 1 (with art. 12, Sch. 3 para. 48)
F539S. 437(1A) inserted by Financial Services Act 1986 (c. 60, SIF 69), s. 182, Sch. 13 para. 7
F540S. 437(1B)(1C) repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1035(4)(b), 1295, 1300, Sch. 16; S.I. 2007/2194, arts. 2(1)(k), 8, Sch. 2 Pt. 1 (with art. 12, Sch. 3 para. 48)
F541S. 437(2A) inserted (1.10.2009) after s. 437(2) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 57(3)
Modifications etc. (not altering text)
C189S. 437 extended (with modifications) by S.I. 1989/638, regs. 18, 21
C190S. 437 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
F542. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F542S. 438 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1176(1), 1295, 1300, Sch. 16 (with s. 1176(4)); S.I. 2006/3428, arts. 4(1)(b), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
[F543(1)The expenses of an investigation under any of the powers conferred by this Part shall be defrayed in the first instance by the Secretary of State, but he may recover those expenses from the persons liable in accordance with this section.
There shall be treated as expenses of the investigation, in particular, such reasonable sums as the Secretary of State may determine in respect of general staff costs and overheads.]
(2)A person who is convicted on a prosecution instituted as a result of the investigation F544. . . may in the same proceedings be ordered to pay those expenses to such extent as may be specified in the order.
(3)F545. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)A body corporate dealt with by [F546an inspectors’ report], where the inspectors were appointed otherwise than of the Secretary of State’s own motion, is liable except where it was the applicant for the investigation, and except so far as the Secretary of State otherwise directs.
[F547(5)Where inspectors were appointed—
(a)under section 431, or
(b)on an application under section 442(3),
the applicant or applicants for the investigation is or are liable to such extent (if any) as the Secretary of State may direct.]
(6)The report of inspectors appointed otherwise than of the Secretary of State’s own motion may, if they think fit, and shall if the Secretary of State so directs, include a recommendation as to the directions (if any) which they think appropriate, in the light of their investigation, to be given under subsection (4) or (5) of this section.
(7)F548. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8)Any liability to repay the Secretary of State imposed by [F549subsection (2)] above is (subject to satisfaction of his right to repayment) a liability also to indemnify all persons against liability under subsections (4) and (5)F550. . . .
(9)A person liable under any one of those subsections is entitled to contribution from any other person liable under the same subsection, according to the amount of their respective liabilities under it.
(10)Expenses to be defrayed by the Secretary of State under this section shall, so far as not recovered under it, be paid out of money provided by Parliament.
Textual Amendments
F543S. 439(1) substituted by Companies Act 1989 (c. 40, SIF 27), ss. 59(2), 213(2)
F544Words in s. 439(2) repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1176(2)(a), 1295, 1300, Sch. 16 (with s. 1176(4)); S.I. 2006/3428, arts. 4(1)(b), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F545S. 439(3) repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1176(2)(b), 1295, 1300, Sch. 16 (with s. 1176(4)); S.I. 2006/3428, art. 4(1)(b), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F546Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 59(3), 213(2)
F547S. 439(5) substituted by Companies Act 1989 (c. 40, SIF 27), ss. 59(4), 213(2)
F548S. 439(7) repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1176(2)(b), 1295, 1300, Sch. 16 (with s. 1176(4)); S.I. 2006/3428, art. 4(1)(b), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F549Words in s. 439(8) substituted (6.4.2007) by Companies Act 2006 (c. 46), ss. 1176(2)(c)(i), 1300 (with s. 1176(4)); S.I. 2006/3428, art. 4(1)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F550Words in s. 439(8) repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1176(2)(c)(ii), 1295, 1300, Sch. 16 (with s. 1176(4)); S.I. 2006/3428, art. 4(1)(b), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
Modifications etc. (not altering text)
C191S. 439 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 8
C192S. 439 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F551S. 440 repealed and superseded by Companies Act 1989 (c. 40, SIF 27), ss. 60, 212, 213(2), Sch. 24 and amended by 1995 c. 40, s. 5, Sch. 4 para. 56
(1)A copy of any report of inspectors appointed under [F552this Part], certified by the Secretary of State to be a true copy, is admissible in any legal proceedings as evidence of the opinion of the inspectors in relation to any matter contained in the report [F553and, in proceedings on an application under [F554section 8 of the Company Directors Disqualification Act 1986][F555or Article 11 of the Company Directors Disqualification (Northern Ireland) Order 2002], as evidence of any fact stated therein].
(2)A document purporting to be such a certificate as is mentioned above shall be received in evidence and be deemed to be such a certificate, unless the contrary is proved.
Textual Amendments
F552Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 61, 213(2)
F553Words inserted by Insolvency Act 1985 (c. 65, SIF 27), s. 109, Sch. 6 para. 3
F554Words substituted by Insolvency Act 1986 (c. 45, SIF 66), s. 439(1), Sch. 13 Pt. I
F555Words in s. 441(1) inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 57(4)
Modifications etc. (not altering text)
C193S. 441 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 9
C194S. 441 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
(1)Where it appears to the Secretary of State that there is good reason to do so, he may appoint one or more competent inspectors to investigate and report on the membership of any company, and otherwise with respect to the company, for the purpose of determining the true persons who are or have been financially interested in the success or failure (real or apparent) of the company or able to control or materially to influence its policy.
(2)F556. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[F557(3)If an application for investigation under this section with respect to particular shares or debentures of a company is made to the Secretary of State by members of the company, and the number of applicants or the amount of shares held by them is not less than that required for an application for the appointment of inspectors under section 431(2)(a) or (b), then, subject to the following provisions, the Secretary of State shall appoint inspectors to conduct the investigation applied for.
(3A)The Secretary of State shall not appoint inspectors if he is satisfied that the application is vexatious; and where inspectors are appointed their terms of appointment shall exclude any matter in so far as the Secretary of State is satisfied that it is unreasonable for it to be investigated.
(3B)The Secretary of State may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding £5,000, or such other sum as he may by order specify, for payment of the costs of the investigation.
An order under this subsection shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.
(3C)If on an application under subsection (3) it appears to the Secretary of State that the powers conferred by section 444 are sufficient for the purposes of investigating the matters which inspectors would be appointed to investigate, he may instead conduct the investigation under that section.]
(4)Subject to the terms of their appointment, the inspectors’ powers extend to the investigation of any circumstances suggesting the existance of an arrangement or understanding which, though not legally binding, is or was observed or likely to be observed in practice and which is relevant to the purposes of the investigation.
Textual Amendments
F556S. 442(2) repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1035(5), 1295, 1300, Sch. 16; S.I. 2007/2194, arts. 2(1)(k), 8, Sch. 2 Pt. 1 (with art. 12, Sch. 3 para. 48)
F557S. 442(3)–(3C) substituted for s. 442(3) by Companies Act 1989 (c. 40, SIF 27), ss. 62, 213(2)
(1)For purposes of an investigation under section 442, sections 433(1), 434, 436 and 437 apply with the necessary modifications of references to the affairs of the company or to those of any other body corporate, subject however to the following subsections.
(2)Those sections apply to—
(a)all persons who are or have been, or whom the inspector has reasonable cause to believe to be or have been, financially interested in the success or failure or the apparent success or failure of the company or any other body corporate whose membership is investigated with that of the company, or able to control or materially influence its policy (including persons concerned only on behalf of others), and
(b)any other person whom the inspector has reasonable cause to believe possesses information relevant to the investigation,
as they apply in relation to officers and agents of the company or the other body corporate (as the case may be).
(3)If the Secretary of State is of opinion that there is good reason for not divulging any part of a report made by virtue of section 442 and this section, he may under section 437 disclose the report with the omission of that part; and he may cause to be kept by the registrar of companies a copy of the report with that part omitted or, in the case of any other such report, a copy of the whole report.
F558(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F558S. 443(4) repealed by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24
(1)If it appears to the Secretary of State that there is good reason to investigate the ownership of any shares in or debentures of a company and that it is unnecessary to appoint inspectors for the purpose, he may require any person whom he has reasonable cause to believe to have or to be able to obtain any information as to the present and past interests in those shares or debentures and the names and addresses of the persons interested and of any persons who act or have acted on their behalf in relation to the shares or debentures to give any such information to the Secretary of State.
(2)For this purpose a person is deemed to have an interest in shares or debentures if he has any right to acquire or dispose of them or of any interest in them, or to vote in respect of them, or if his consent is necessary for the exercise of any of the rights of other persons interested in them, or if other persons interested in them can be required, or are accustomed, to exercise their rights in accordance with his instructions.
(3)A person who fails to give information required of him under this section, or who in giving such information makes any statement which he knows to be false in a material particular, or recklessly makes any statement which is false in a material particular, [F559commits an offence] .
[F560(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.]
Textual Amendments
F559Words in s. 444(3) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 1(1) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1 (as amended by S.I. 2007/3495, art. 10; S.I. 2008/674, Sch. 3 paras. 1, 2 and revoked by S.I. 2008/2860, art. 6))
F560S. 444(4) added (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 1(2) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1) (as amended by S.I. 2007/3495, art. 10; S.I. 2008/674, Sch. 3 paras. 1, 2 and revoked by S.I. 2008/2860, art. 6)
(1)If in connection with an investigation under either section 442 or 444 it appears to the Secretary of State that there is difficulty in finding out the relevant facts about any shares (whether issued or to be issued), he may by order direct that the shares shall until further order be subject to the restrictions of Part XV of this Act.
[F561(1A)If the Secretary of State is satisfied that an order under subsection (1) may unfairly affect the rights of third parties in respect of shares then the Secretary of State, for the purpose of protecting such rights and subject to such terms as he thinks fit, may direct that such acts by such persons or descriptions of persons and for such purposes as may be set out in the order, shall not constitute a breach of the restrictions of Part XV of this Act.]
(2)This section, and Part XV in its application to orders under it, apply in relation to debentures as in relation to shares [F562save that subsection (1A) shall not so apply.]
Textual Amendments
F561S. 445(1A) inserted by S.I. 1991/1646, reg. 5(a)
F562Words in s. 445(2) inserted by S.I. 1991/1646, reg. 5(b)
F563. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F563S. 446 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
Prospective
Textual Amendments
F564Ss. 446A, 446B and preceding cross-heading inserted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1035(1), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)
(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,
(c)is made in a specified form or manner, or
(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
(c)may be given at the request of an inspector.
(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.
Modifications etc. (not altering text)
C195S. 446A applied (with modifications) (E.W.S.) (6.4.2014) by The Co-operative and Community Benefit Societies and Credit Unions (Investigations) Regulations 2014 (S.I. 2014/574), regs. 1(1), 2
(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).]
Modifications etc. (not altering text)
C196S. 446B applied (with modifications) (E.W.S.) (6.4.2014) by The Co-operative and Community Benefit Societies and Credit Unions (Investigations) Regulations 2014 (S.I. 2014/574), regs. 1(1), 2
Prospective
Textual Amendments
F565Ss. 446C, 446D and preceding cross-heading inserted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1036, 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)
(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.
Modifications etc. (not altering text)
C197S. 446C applied (with modifications) (E.W.S.) (6.4.2014) by The Co-operative and Community Benefit Societies and Credit Unions (Investigations) Regulations 2014 (S.I. 2014/574), regs. 1(1), 2
(1)Where—
(a)an inspector resigns,
(b)an inspector's appointment is revoked, or
(c)an inspector dies,
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).]
Modifications etc. (not altering text)
C198S. 446D applied (with modifications) (E.W.S.) (6.4.2014) by The Co-operative and Community Benefit Societies and Credit Unions (Investigations) Regulations 2014 (S.I. 2014/574), regs. 1(1), 2
Prospective
Textual Amendments
F566S. 446E and preceding cross-heading inserted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1037(1), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)
(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.]
Modifications etc. (not altering text)
C199S. 446E applied (with modifications) (E.W.S.) (6.4.2014) by The Co-operative and Community Benefit Societies and Credit Unions (Investigations) Regulations 2014 (S.I. 2014/574), regs. 1(1), 2
(1)The Secretary of State may act under subsections (2) and (3) in relation to a company.
(2)The Secretary of State may give directions to the company requiring it—
(a)to produce such documents (or documents of such description) as may be specified in the directions;
(b)to provide such information (or information of such description) as may be so specified.
(3)The Secretary of State may authorise a person (an investigator) to require the company or any other person—
(a)to produce such documents (or documents of such description) as the investigator may specify;
(b)to provide such information (or information of such description) as the investigator may specify.
(4)A person on whom a requirement under subsection (3) is imposed may require the investigator to produce evidence of his authority.
(5)A requirement under subsection (2) or (3) must be complied with at such time and place as may be specified in the directions or by the investigator (as the case may be).
(6)The production of a document in pursuance of this section does not affect any lien which a person has on the document.
(7)The Secretary of State or the investigator (as the case may be) may take copies of or extracts from a document produced in pursuance of this section.
(8)A “document” includes information recorded in any form.
[F568(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.]]
Textual Amendments
F567S. 447 substituted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 21, 65; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts 3-13)
F568S. 447(9) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1038(2), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)
Modifications etc. (not altering text)
C200S. 447 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 10
C201S. 447 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
(1)A statement made by a person in compliance with a requirement under section 447 may be used in evidence against him.
(2)But in criminal proceedings in which the person is charged with a relevant offence—
(a)no evidence relating to the statement may be adduced by or on behalf of the prosecution, and
(b)no question relating to it may be asked by or on behalf of the prosecution,
unless evidence relating to it is adduced or a question relating to it is asked in the proceedings by or on behalf of that person.
(3)A relevant offence is any offence other than the following—
(a)an offence under section 451,
(b)an offence under section 5 of the Perjury Act 1911 (false statement made otherwise than on oath), or
(c)an offence under section 44(2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (false statement made otherwise than on oath)[F570, or
(d)an offence under Article 10 of the Perjury (Northern Ireland) Order 1979 (false statements made otherwise than on oath).]]
Textual Amendments
F569S. 447A inserted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 17; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)
F570S. 447A(3)(d) and preceding word inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 57(5)
(1)A justice of the peace may issue a warrant under this section if satisfied on information on oath given by or on behalf of the Secretary of State, or by a person appointed or authorised to exercise powers under this Part, that there are reasonable grounds for believing that there are on any premises documents whose production has been required under this Part and which have not been produced in compliance with the requirement.
(2)A justice of the peace may also issue a warrant under this section if satisfied on information on oath given by or on behalf of the Secretary of State, or by a person appointed or authorised to exercise powers under this Part—:
(a)that there are reasonable grounds for believing that an offence has been committed for which the penalty on conviction on indictment is imprisonment for a term of not less than two years and that there are on any premises documents relating to whether the offence has been committed,
(b)that the Secretary of State, or the person so appointed or authorised, has power to require the production of the documents under this Part, and
(c)that there are reasonable grounds for believing that if production was so required the documents would not be produced but would be removed from the premises, hidden, tampered with or destroyed.
(3)A warrant under this section shall authorise a constable, together with any other person named in it and any other constables—
(a)to enter the premises specified in the information, using such force as is reasonably necessary for the purpose;
(b)to search the premises and take possession of any documents appearing to be such documents as are mentioned in subsection (1) or (2), as the case may be, or to take, in relation to any such documents, any other steps which may appear to be necessary for preserving them or preventing interference with them;
(c)to take copies of any such documents; and
(d)to require any person named in the warrant to provide an explanation of them or to state where they may be found.
(4)If in the case of a warrant under subsection (2) the justice of the peace is satisfied on information on oath that there are reasonable grounds for believing that there are also on the premises other documents relevant to the investigation, the warrant shall also authorise the actions mentioned in subsection (3) to be taken in relation to such documents.
(5)A warrant under this section shall continue in force until the end of the period of one month beginning with the day on which it is issued.
(6)Any documents of which possession is taken under this section may be retained—
(a)for a period of three months; or
(b)if within that period proceedings to which the documents are relevant are commenced against any person for any criminal offence, until the conclusion of those proceedings.
(7)Any person who intentionally obstructs the exercise of any rights conferred by a warrant issued under this section or fails without reasonable excuse to comply with any requirement imposed in accordance with subsection (3)(d) is guilty of an offence F572. . .
[F573(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.]
(8)For the purposes of sections 449 and 451A (provision for security of information) documents obtained under this section shall be treated as if they had been obtained under the provision of this Part under which their production was or, as the case may be, could have been required.
(9)In the application of this section to Scotland for the references to a justice of the peace substitute references to a justice of the peace or a sheriff, and for the references to information on oath substitute references to evidence on oath.
(10)In this section “document” includes information recorded in any form.]
Textual Amendments
F571S. 448 substituted by Companies Act 1989 (c. 40, SIF 27), ss. 64(1), 213(2)
F572Words in s. 448(7) repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1295, 1300, Sch. 3 para. 2(1), Sch. 16 (with s. 1133); S.I. 2007/2194, arts. 2(1)(k), 8, Sch. 2 Pt. 1 (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)
F573S. 448(7A) inserted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 2(2) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)
Modifications etc. (not altering text)
C202S. 448 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 11
C203S. 448 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
C204S. 448 restricted (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 for specified purposes) by Companies Act 2006 (c. 46), ss. 1126, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, art. 3(1)(n) (with arts. 7, 12)
C205S. 448(3): powers of seizure extended (8.10.2004) by 2001 c. 16, ss. 50, 52-54, 68, 138(2), Sch. 1 Pt. I para. 35; S.I. 2004/1376, art. 3
C206S. 448(6) applied (1.4.2003) by 2001 c. 16, ss. 57(1)(f), 138(2) (with s. 57(4)); S.I. 2003/708, art. 2
(1)A person who makes a relevant disclosure is not liable by reason only of that disclosure in any proceedings relating to a breach of an obligation of confidence.
(2)A relevant disclosure is a disclosure which satisfies each of the following conditions—
(a)it is made to the Secretary of State otherwise than in compliance with a requirement under this Part;
(b)it is of a kind that the person making the disclosure could be required to make in pursuance of this Part;
(c)the person who makes the disclosure does so in good faith and in the reasonable belief that the disclosure is capable of assisting the Secretary of State for the purposes of the exercise of his functions under this Part;
(d)the information disclosed is not more than is reasonably necessary for the purpose of assisting the Secretary of State for the purposes of the exercise of those functions;
(e)the disclosure is not one falling within subsection (3) or (4).
(3)A disclosure falls within this subsection if the disclosure is prohibited by virtue of any enactment [F575whenever passed or made].
(4)A disclosure falls within this subsection if—
(a)it is made by a person carrying on the business of banking or by a lawyer, and
(b)it involves the disclosure of information in respect of which he owes an obligation of confidence in that capacity.
[F576(5)In this section “enactment” has the meaning given by section 1293 of the Companies Act 2006.]]
Textual Amendments
F574S. 448A inserted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 22, 65; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)
F575Words in s. 448A(3) inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 57(6)(a)
F576S. 448A(5) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 57(6)(b)
(1)This section applies to information (in whatever form) obtained—
(a)in pursuance of a requirement imposed under section 447;
(b)by means of a relevant disclosure within the meaning of section 448A(2);
(c)by an investigator in consequence of the exercise of his powers under section 453A.
(2)Such information must not be disclosed unless the disclosure—
(a)is made to a person specified in Schedule 15C, or
(b)is of a description specified in Schedule 15D.
(3)The Secretary of State may by order amend Schedules 15C and 15D.
(4)An order under subsection (3) must not—
(a)amend Schedule 15C by specifying a person unless the person exercises functions of a public nature (whether or not he exercises any other function);
(b)amend Schedule 15D by adding or modifying a description of disclosure unless the purpose for which the disclosure is permitted is likely to facilitate the exercise of a function of a public nature.
(5)An order under subsection (3) must be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.
(6)A person who discloses any information in contravention of this section[F580 is guilty of an offence.]
[F581(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).]
(7)F582. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8)Any information which may by virtue of this section be disclosed to a person specified in Schedule 15C may be disclosed to any officer or employee of the person.
(9)This section does not prohibit the disclosure of information if the information is or has been available to the public from any other source.
(10)For the purposes of this section, information obtained by an investigator in consequence of the exercise of his powers under section 453A includes information obtained by a person accompanying the investigator in pursuance of subsection (4) of that section in consequence of that person’s accompanying the investigator.
(11)Nothing in this section authorises the making of a disclosure in contravention of the Data Protection Act 1998.]
Textual Amendments
F577S. 449 substituted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 18; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)
F578S. 449: by Pensions Act 2004 (c. 35), ss. 319, 322, Sch. 12 para. 5(2); S.I. 2006/560, art. 2(3), Sch. Pt. 3 it is provided that for subsection (1)(dg) there is substituted subsection (1)(dg)(dh) (6.4.2006)
F579S. 449: by Pensions Act 2004 (c. 35), ss. 102, 322, Sch. 4 para. 18; S.I. 2006/560, art. 2(3), Sch. Pt. 3 it is provided that section 489(1)(n) is inserted (6.4.2006)
F580Words in s. 449(6) substituted for s. 449(6)(a)(b) (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 3(2) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)
F581S. 449(6A) inserted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 3(3) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)
F582S. 449(7) repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1295, 1300, Sch. 3 para. 3(4), Sch. 16 (with s. 1133); S.I. 2007/2194, arts. 2(1)(k), 8, Sch. 2 Pt. 1 (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)
Modifications etc. (not altering text)
C207S. 449 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 11
C208S. 449 modified by Companies Act 1989 (c. 40, SIF 27), ss. 88(3)(b)(5)(6), 213(2)
C209S. 449 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
C210S. 449 restricted (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 for specified purposes) by Companies Act 2006 (c. 46), ss. 1126, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, art. 3(1)(n) (with arts. 7, 12)
[F583(1)An officer of a company]. . . who—
(a)destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification of a document affecting, or relating to the [F584company’s] property or affairs, or
(b)makes, or is privy to the making of, a false entry in such a document,
is guilty of an offence, unless he proves that he had no intention to conceal the state of affairs of [F585the company] or to defeat the law.
[F586(1A)Subsection (1) applies to an officer of an authorised insurance company which is not a body corporate as it applies to an officer of a company.]
(2)Such a person as above mentioned who fraudulently either parts with, alters or makes an omission in any such document or is privy to fraudulent parting with, fraudulent altering or fraudulent making of an omission in, any such document, is guilty of an offence.
[F587(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).]
(4)F588. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[F589(5)In this section “document” includes information recorded in any form.]
Textual Amendments
F583Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 66(2), 213(2)
F584Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 66(2), 213(2)
F585Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 66(2), 213(2)
F586S. 450(1A) inserted (1.12.2001) by S.I. 2001/3649, art. 23(1)(3)
F587S. 450(3) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 4(1) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)
F588S. 450(4) repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1295, 1300, Sch. 3 para. 4(2), Sch. 16 (with s. 1133); S.I. 2007/2194, arts. 2(1)(k), 8, Sch. 2 Pt. 1 (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)
F589S. 450(5) inserted by Companies Act 1989 (c. 40, SIF 27), ss. 66(4), 213(2)
Modifications etc. (not altering text)
C211S. 450 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 11
C212S. 450 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I (as amended (4.3.2004) by S.I. 2004/355, art. 9(2))
C213S. 450 restricted (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 for specified purposes) by Companies Act 2006 (c. 46), ss. 1126, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, art. 3(1)(n) (with arts. 7, 12)
C214S. 450(1) amended (1.7.1994) by S.I. 1994/1696, reg. 68, Sch. 8 Pt. I para. 9(1)(c)
(1)A person commits an offence if in purported compliance with a requirement under section 447 to provide information—
(a)he provides information which he knows to be false in a material particular;
(b)he recklessly provides information which is false in a material particular.
[F591(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).]
(3)F592. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]
Textual Amendments
F590S. 451 substituted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 19; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)
F591S. 451(2) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 5(1) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)
F592S. 451(3) repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1295, 1300, Sch. 3 para. 5(2), Sch. 16 (with s. 1133); S.I. 2007/2194, arts. 2(1)(k), 8, Sch. 2 Pt. 1 (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)
Modifications etc. (not altering text)
C215S. 451 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 11
C216S. 451 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
C217S. 451 restricted (20.1.2007, 6.4.2007. 1.10.2007 for specified purposes) by Companies Act 2006 (c. 46), ss. 1126, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, art. 3(1)(n) (with arts. 7, 12)
[F594(1)This section applies to information obtained—
(a)under sections 434 to [F595446E] ;
(b)by an inspector in consequence of the exercise of his powers under section 453A.]
(2)The Secretary of State may, if he thinks fit—
(a)disclose any information to which this section applies to any person to whom, or for any purpose for which, disclosure is permitted under section 449, or
(b)authorise or require an inspector appointed under this Part to disclose such information to any such person or for any such purpose.
[F596(3)Information to which this section applies may also be disclosed by an inspector appointed under this Part to—
(a)another inspector appointed under this Part;
(b)a person appointed under—
(i)section 167 of the Financial Services and Markets Act 2000 (general investigations),
(ii)section 168 of that Act (investigations in particular cases),
(iii)section 169(1)(b) of that Act (investigation in support of overseas regulator),
(iv)section 284 of that Act (investigations into affairs of certain collective investment schemes), or
(v)regulations made as a result of section 262(2)(k) of that Act (investigations into open-ended investment companies),
to conduct an investigation; or
(c)a person authorised to exercise powers under—
(i)section 447 of this Act; or
(ii)section 84 of the Companies Act 1989 (exercise of powers to assist overseas regulatory authority).]
(4)Any information which may by virtue of subsection (3) be disclosed to any person may be disclosed to any officer or servant of that person.
(5)The Secretary of State may, if he thinks fit, disclose any information obtained under section 444 to—
(a)the company whose ownership was the subject of the investigation,
(b)any member of the company,
(c)any person whose conduct was investigated in the course of the investigation,
(d)the auditors of the company, or
(e)any person whose financial interests appear to the Secretary of State to be affected by matters covered by the investigation.]
[F597(6)For the purposes of this section, information obtained by an inspector in consequence of the exercise of his powers under section 453A includes information obtained by a person accompanying the inspector in pursuance of subsection (4) of that section in consequence of that person’s accompanying the inspector.
(7)The reference to an inspector in subsection (2)(b) above includes a reference to a person accompanying an inspector in pursuance of section 453A(4).]
Textual Amendments
F593S. 451A inserted by Financial Services Act 1986 (c. 60, SIF 69), s. 182, Sch. 13 para. 10 and substituted by Companies Act 1989 (c. 40, SIF 27), ss. 68, 213(2) Supplementary
F594S. 451A(1) substituted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65; Sch. 2 para. 20(2); S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)
F595Words in s. 451A(1)(a) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1037(2), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)
F596S. 451A(3) substituted (1.12.2001) by S.I. 2001/3649, art. 24
F597S. 451A(6)(7) inserted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 20(3); S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)
Modifications etc. (not altering text)
C218S. 451A extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 11
C219S. 451A applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
[F598(1)Nothing in sections 431 to [F599446E] compels the disclosure by any person to the Secretary of State or to an inspector appointed by him of information in respect of which in an action in the High Court a claim to legal professional privilege, or in an action in the Court of Session a claim to confidentiality of communications, could be maintained.]
[F600(1A)Nothing in section 434, 443 or 446 requires a person (except as mentioned in subsection (1B) below) to disclose information or produce documents in respect of which he owes an obligation of confidence by virtue of carrying on the business of banking unless—
(a)the person to whom the obligation of confidence is owed is the company or other body corporate under investigation,
(b)the person to whom the obligation of confidence is owed consents to the disclosure or production, or
(c)the making of the requirement is authorised by the Secretary of State.
(1B)Subsection (1A) does not apply where the person owing the obligation of confidence is the company or other body corporate under investigation under section 431, 432 or 433.]
[F601(2)Nothing in sections 447 to 451—
(a)compels the production by any person of a document or the disclosure by any person of information in respect of which in an action in the High Court a claim to legal professional privilege, or in an action in the Court of Session a claim to confidentiality of communications, could be maintained;
(b)authorises the taking of possession of any such document which is in the person’s possession.
(3)The Secretary of State must not under section 447 require, or authorise a person to require—
(a)the production by a person carrying on the business of banking of a document relating to the affairs of a customer of his, or
(b)the disclosure by him of information relating to those affairs,
unless one of the conditions in subsection (4) is met.
(4)The conditions are—
(a)the Secretary of State thinks it is necessary to do so for the purpose of investigating the affairs of the person carrying on the business of banking;
(b)the customer is a person on whom a requirement has been imposed under section 447;
(c)the customer is a person on whom a requirement to produce information or documents has been imposed by an investigator appointed by the Secretary of State in pursuance of section 171 or 173 of the Financial Services and Markets Act 2000 (powers of persons appointed under section 167 or as a result of section 168(2) to conduct an investigation).
(5)Despite subsections (1) and (2) a person who is a lawyer may be compelled to disclose the name and address of his client.]
Textual Amendments
F598S. 452(1) substituted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 21(a); S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)
F599Words in s. 452(1) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1037(3), 1300; S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48)
F600S. 452(1A)(1B) inserted by Companies Act 1989 (c. 40, SIF 27), ss. 69(3), 213(2)
F601S. 452(2)-(5) substituted for s. 452(2)(3) (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 21(b); S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)
Modifications etc. (not altering text)
C220S. 452 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 11
C221S. 452 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
[F603(1)The provisions of this Part apply to bodies corporate incorporated outside [F604the United Kingdom] which are carrying on business in [F604the United Kingdom], or have at any time carried on business there, as they apply to companies under this Act; but subject to the following exceptions, adaptations and modifications.
(1A)The following provisions do not apply to such bodies—
(a)section 431 (investigation on application of company or its members),
(b)F605. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(c)sections 442 to 445 (investigation of company ownership and power to obtain information as to those interested in shares, &c.), F606. . .
(d)F606. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1B)The other provisions of this Part apply to such bodies subject to such adaptations and modifications as may be specified by regulations made by the Secretary of State.]
(2)Regulations under this section shall be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.
Textual Amendments
F602Word in s. 453 heading substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 57(7)(a)
F603S. 453(1)(1A)(1B) substituted by Companies Act 1989 (c. 40, SIF 27), ss. 70, 213(2)
F604Words in s. 453(1) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 57(7)(b)
F605S. 453(1A)(b) repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1176(3), 1295, 1300, Sch. 16 (with s. 1176(4)); S.I. 2006/3428, arts. 4(1)(b), 7(c), Sch. 4 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F606S. 453(1A)(d) and the preceding word "and" repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
(1)An inspector or investigator may act under subsection (2) in relation to a company if—
(a)he is authorised to do so by the Secretary of State, and
(b)he thinks that to do so will materially assist him in the exercise of his functions under this Part in relation to the company.
(2)An inspector or investigator may at all reasonable times—
(a)require entry to relevant premises, and
(b)remain there for such period as he thinks necessary for the purpose mentioned in subsection (1)(b).
(3)Relevant premises are premises which the inspector or investigator believes are used (wholly or partly) for the purposes of the company’s business.
(4)In exercising his powers under subsection (2), an inspector or investigator may be accompanied by such other persons as he thinks appropriate.
(5)A person who intentionally obstructs a person lawfully acting under subsection (2) or (4)[F608 is guilty of an offence.]
[F609(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.]
(6)F610. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7)An inspector is a person appointed under section 431, 432 or 442.
(8)An investigator is a person authorised for the purposes of section 447.
Textual Amendments
F607Ss. 453A, 453B inserted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 23, 65; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)
F608Words in s. 453A(5) substituted for s. 453A(5)(a)(b) (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 6(2) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)
F609S. 453A(5A) inserted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 6(3) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)
F610S. 453A(6) repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1295, 1300, Sch. 3 para. 6(4), Sch. 16 (with s. 1133); S.I. 2007/2194, arts. 2(1)(k), 8, Sch. 2 Pt. 1 (with art. 12, Sch. 3 para. 48 and subject to Sch. 1)
Modifications etc. (not altering text)
C222S. 453A restricted (20.1.2007, 6.4.2007, 1.10.2007 for specified purposes) by Companies Act 2006 (c. 46), ss. 1126, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12); S.I. 2007/3495, art. 3(1)(n) (with arts. 7, 12)
(1)This section applies for the purposes of section 453A.
(2)The requirements of subsection (3) must be complied with at the time an inspector or investigator seeks to enter relevant premises under section 453A(2)(a).
(3)The requirements are—
(a)the inspector or investigator must produce evidence of his identity and evidence of his appointment or authorisation (as the case may be);
(b)any person accompanying the inspector or investigator must produce evidence of his identity.
(4)The inspector or investigator must, as soon as practicable after obtaining entry, give to an appropriate recipient a written statement containing such information as to—
(a)the powers of the investigator or inspector (as the case may be) under section 453A;
(b)the rights and obligations of the company, occupier and the persons present on the premises,
as may be prescribed by regulations.
(5)If during the time the inspector or investigator is on the premises there is no person present who appears to him to be an appropriate recipient for the purposes of subsection (8), the inspector or investigator must as soon as reasonably practicable send to the company—
(a)a notice of the fact and time that the visit took place, and
(b)the statement mentioned in subsection (4).
(6)As soon as reasonably practicable after exercising his powers under section 453A(2), the inspector or investigator must prepare a written record of the visit and—
(a)if requested to do so by the company he must give it a copy of the record;
(b)in a case where the company is not the sole occupier of the premises, if requested to do so by an occupier he must give the occupier a copy of the record.
(7)The written record must contain such information as may be prescribed by regulations.
(8)If the inspector or investigator thinks that the company is the sole occupier of the premises an appropriate recipient is a person who is present on the premises and who appears to the inspector or investigator to be—
(a)an officer of the company, or
(b)a person otherwise engaged in the business of the company if the inspector or investigator thinks that no officer of the company is present on the premises.
(9)If the inspector or investigator thinks that the company is not the occupier or sole occupier of the premises an appropriate recipient is—
(a)a person who is an appropriate recipient for the purposes of subsection (8), and (if different)
(b)a person who is present on the premises and who appears to the inspector or investigator to be an occupier of the premises or otherwise in charge of them.
(10)A statutory instrument containing regulations made under this section is subject to annulment in pursuance of a resolution of either House of Parliament.]
Textual Amendments
F607Ss. 453A, 453B inserted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 23, 65; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)
(1)This section applies if a person fails to comply with a requirement imposed by an inspector, the Secretary of State or an investigator in pursuance of either of the following provisions—
(a)section 447;
(b)section 453A.
(2)The inspector, Secretary of State or investigator (as the case may be) may certify the fact in writing to the court.
(3)If, after hearing—
(a)any witnesses who may be produced against or on behalf of the alleged offender;
(b)any statement which may be offered in defence,
the court is satisfied that the offender failed without reasonable excuse to comply with the requirement, it may deal with him as if he had been guilty of contempt of the court.]
Textual Amendments
F611S. 453C inserted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 24, 65; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)
Where an offence under any of sections 448, 449 to 451 and 453A is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose—
(a)any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and
(b)if the body is a company, any shadow director is treated as an officer of the company.]
Textual Amendments
F612S. 453D inserted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1), Sch. 1 para. 82 (with arts. 6, 11, 12)
Textual Amendments
F613Words in Pt. 15 heading substituted (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 11(2) (with art. 12)
(1)So long as any shares are directed to be subject to the restrictions of this Part [F614then, subject to any directions made in relation to an order [F615pursuant to section 445(1A) or 456(1A)]]—
(a)any transfer of those shares or, in the case of unissued shares, any transfer of the right to be issued with them, and any issue of them, is void;
(b)no voting rights are exercisable in respect of the shares;
(c)no further shares shall be issued in right of them or in pursuance of any offer made to their holder; and
(d)except in a liquidation, no payment shall be made of any sums due from the company on the shares, whether in respect of capital or otherwise.
(2)Where shares are subject to the restrictions of subsection (1)(a), any agreement to transfer the shares or, in the case of unissued shares, the right to be issued with them is void (except [F616such agreement or right as may be made or exercised under the terms of directions made by the Secretary of State or the court under [F617section 445(1A) or 456(1A)] or]an agreement to [F618transfer] the shares on the making of an order under section 456(3)(b) below).
(3)Where shares are subject to the restrictions of subsection (1)(c) or (d), an agreement to transfer any right to be issued with other shares in right of those shares, or to receive any payment on them (otherwise than in a liquidation) is void (except [F619such agreement or right as may be made or exercised under the terms of directions made by the Secretary of State or the court under [F620section 445(1A) or 456(1A)] or]an agreement to transfer any such right on the [F618transfer] of the shares on the making of an order under section 456(3)(b) below).
Extent Information
E3Act: The provisions of this Act that remain in force extended (Northern Ireland) (1.1.2007, 20.1.2007, 6.4.2007, 30.9.2007, 1.10.2007, 1.11.2007, 15.12.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 2, 1284(1), 1300; S.I. 2006/3428, art. 3(2)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(1)(e); S.I. 2007/2194, arts. 2-5 (with art. 12); S.I. 2007/2607, art. 2(2); S.I. 2007/3495, arts. 3, 5 (with arts. 7, 12); S.I. 2008/1886 arts. 1(3), 2(d) (with arts. 6, 7); S.I. 2008/2860, art. 3(z) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch., S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F614Words in s. 454(1) inserted by S.I. 1991/1646, reg. 6(a)
F615Words in s. 454(1) substituted (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 11(3) (with art. 12)
F616Words in s. 454(2) inserted by S.I. 1991/1646, reg. 6(b)
F617Words in s. 454(2) substituted (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 11(4) (with art. 12)
F618Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 145, 213(2), Sch. 19 para. 10(2)
F619Words in s. 454(3) inserted by S.I. 1991/1646, reg. 6(c)
F620Words in s. 454(3) substituted (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 11(5) (with art. 12)
(1)[F621Subject to the terms of any directions made under [F622section 445(1A) or 456]] a person [F623commits an offence if he]—
(a)exercises or purports to exercise any right to dispose of any shares which, to his knowledge, are for the time being subject to the restrictions of this Part or of any right to be issued with any such shares, or
(b)votes in respect of any such shares (whether as holder or proxy), or appoints a proxy to vote in respect of them, or
(c)being the holder of any such shares, fails to notify of their being subject to those restrictions any person whom he does not know to be aware of that fact but does know to be entitled (apart from the restrictions) to vote in respect of those shares whether as holder or as proxy, or
(d)being the holder of any such shares, or being entitled to any right to be issued with other shares in right of them, or to receive any payment on them (otherwise than in a liquidation), enters into any agreement which is void under section 454(2) or (3).
(2)[F624Subject to the terms of any directions made under [F625section 445(1A) or 456]] if shares in a company are issued in contravention of the restrictions, [F626 an offence is committed by—
(a)the company, and
(b)every officer of the company who is in default.]
[F627(2A)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.]
(3)F628. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Extent Information
E4Act: The provisions of this Act that remain in force extended (Northern Ireland) (1.1.2007, 20.1.2007, 6.4.2007, 30.9.2007, 1.10.2007, 1.11.2007, 15.12.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 2, 1284(1), 1300; S.I. 2006/3428, art. 3(2)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(1)(e); S.I. 2007/2194, arts. 2-5 (with art. 12); S.I. 2007/2607, art. 2(2); S.I. 2007/3495, arts. 3, 5 (with arts. 7, 12); S.I. 2008/1886 arts. 1(3), 2(d) (with arts. 6, 7); S.I. 2008/2860, art. 3(z) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch., S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F621Words in s. 455(1) inserted by S.I. 1991/1646, reg. 7(a)
F622Words in s. 455(1) substituted (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 11(6) (with art. 12)
F623Words in s. 455(1) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 7(1) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12 and subject to Sch. 1)
F624Words in s. 455(2) inserted by S.I. 1991/1646, reg. 7(b)
F625Words in s. 455(2) substituted (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 11(7) (with art. 12)
F626Words in s. 455(2) substituted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 7(2) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12 and subject to Sch. 1)
F627S. 455(2A) inserted (1.10.2007) by Companies Act 2006 (c. 46), ss. 1124, 1300, Sch. 3 para. 7(3) (with s. 1133); S.I. 2007/2194, art. 2(1)(k) (with art. 12 and subject to Sch. 1)
F628S. 455(3) repealed (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(3), Sch. 5 (with art. 12)
Modifications etc. (not altering text)
C223S. 455 restricted (20.1.2007, 6.4.2007, 1.10.2007, 6.4.2008 for specified purposes) by Companies Act 2006 (c. 46), ss. 1126, 1300 (with s. 1133); S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(2)(c); S.I. 2007/2194, art. 2(1)(l)(3)(h) (with art. 12 and subject to Sch. 1); S.I. 2007/3495, art. 3(1)(n) (with arts. 7, 12)
(1)Where shares in a company are by order made subject to the restrictions of this Part, application may be made to the court for an order directing that the shares be no longer so subject.
[F629(1A)Where the court is satisfied that an order subjecting the shares tothe restrictions of this Part unfairly affects the rights of third parties in respect of shares then the court, for the purpose of protecting such rights and subject to such terms as it thinks fit and in addition to any order it may make under subsection (1), may direct on an application made under that subsection that such acts by such persons or descriptions of persons and for such purposes, as may be set out in the order, shall not constitute a breach of the restrictions of Part XV of this Act. Subsection (3) does not apply to an order made under this subsection.]
(2)If the order applying the restrictions was made by the Secretary of State, or he has refused to make an order disapplying them, the application may be made by any person aggrieved; F630. . . .
(3)Subject as follows, an order of the court or the Secretary of State directing that shares shall cease to be subject to the restrictions may be made only if—
(a)the court or (as the case may be) the Secretary of State is satisfied that the relevant facts about the shares have been disclosed to the company and no unfair advantage has accrued to any person as a result of the earlier failure to make that disclosure, or
(b)the shares are to be [F631transferred for valuable consideration] and the court (in any case) or the Secretary of State (if the order was made under section F632. . . 445) approves the [F631transfer].
(4)[F633Without prejudice to the power of the court to give directions under subsection (1A),] where shares in a company are subject to the restrictions, the court may on application order the shares to be sold, subject to the court’s approval as to the sale, and may also direct that the shares shall cease to be subject to the restrictions.
An application to the court under this subsection may be made by the Secretary of State F634. . . , or by the company.
(5)Where an order has been made under subsection (4), the court may on application make such further order relating to the sale or transfer of the shares as it thinks fit.
An application to the court under this subsection may be made—
(a)by the Secretary of State F635. . . , or
(b)by the company, or
(c)by the person appointed by or in pursuance of the order to effect the sale, or
(d)by any person interested in the shares.
(6)An order (whether of the Secretary of State or the court) directing that shares shall cease to be subject to the restrictions of this Part, if it is—
(a)expressed to be made with a view to permitting a transfer of the shares, or
(b)made under subsection (4) of this section,
may continue the restrictions mentioned in paragraphs (c) and (d) of section 454(1), either in whole or in part, so far as they relate to any right acquired or offer made before the transfer.
(7)Subsection (3) does not apply to an order directing that shares shall cease to be subject to any restrictions which have been continued in force in relation to those shares under subsection (6).
Extent Information
E5Act: The provisions of this Act that remain in force extended (Northern Ireland) (1.1.2007, 20.1.2007, 6.4.2007, 30.9.2007, 1.10.2007, 1.11.2007, 15.12.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 2, 1284(1), 1300; S.I. 2006/3428, art. 3(2)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(1)(e); S.I. 2007/2194, arts. 2-5 (with art. 12); S.I. 2007/2607, art. 2(2); S.I. 2007/3495, arts. 3, 5 (with arts. 7, 12); S.I. 2008/1886 arts. 1(3), 2(d) (with arts. 6, 7); S.I. 2008/2860, art. 3(z) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch., S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F629S. 456(1A) inserted by S.I. 1991/1646, regs. 8(a), 9
F630Words in s. 456(2) repealed (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1)(3), Sch. 4 para. 11(8), Sch. 5 (with art. 12)
F631Words in s. 456(3)(b) substituted by Companies Act 1989 (c. 40, SIF 27), ss. 145, 213(2), Sch. 19 para. 10(1)
F632Words in s. 456(3)(b) repealed (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1)(3), Sch. 4 para. 11(9), Sch. 5 (with art. 12)
F633Words in s. 456(4) inserted by S.I. 1991/1646, reg. 8(b)
F634Words in s. 456(4) repealed (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1)(3), Sch. 4 para. 11(10), Sch. 5 (with art. 12)
F635Words in s. 456(5)(a) repealed (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1)(3), Sch. 4 para. 11(11), Sch. 5 (with art. 12)
(1)Where shares are sold in pursuance of an order of the court under section 456(4) the proceeds of sale, less the costs of the sale, shall be paid into court for the benefit of the persons who are beneficially interested in the shares; and any such person may apply to the court for the whole or part of those proceeds to be paid to him.
(2)On application under subsection (1) the court shall (subject as provided below) order the payment to the applicant of the whole of the proceeds of sale together with any interest thereon or, if any other person had a beneficial interest in the shares at the time of their sale, such proportion of those proceeds and interest as is equal to the proportion which the value of the applicant’s interest in the shares bears to the total value of the shares.
(3)On granting an application for an order under section 456(4) or (5) the court may order that the applicant’s costs be paid out of the proceeds of sale; and if that order is made, the applicant is entitled to payment of his costs out of those proceeds before any person interested in the shares in question receives any part of those proceeds.
Extent Information
E6Act: The provisions of this Act that remain in force extended (Northern Ireland) (1.1.2007, 20.1.2007, 6.4.2007, 30.9.2007, 1.10.2007, 1.11.2007, 15.12.2007, 6.4.2008 and 1.10.2008 for certain purposes and otherwise 1.10.2009) by Companies Act 2006 (c. 46), ss. 2, 1284(1), 1300; S.I. 2006/3428, art. 3(2)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5)); S.I. 2007/1093, art. 2(1)(e); S.I. 2007/2194, arts. 2-5 (with art. 12); S.I. 2007/2607, art. 2(2); S.I. 2007/3495, arts. 3, 5 (with arts. 7, 12); S.I. 2008/1886 arts. 1(3), 2(d) (with arts. 6, 7); S.I. 2008/2860, art. 3(z) (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch., S.I. 2009/1802, art. 18, Sch.))
F636. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F636S. 458 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F637. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F637S. 459 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F638. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F638S. 460 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F639. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F639S. 461 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
Modifications etc. (not altering text)
C224Pt. XVIII (ss. 462–487) extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 13
Modifications etc. (not altering text)
C225Chap. I (ss. 462–466) extended by Industrial and Provident Societies Act 1967 (c.48, SIF 55), s. 3, as substituted by Companies Consolidation (Consequential Provisions) Act 1985 (c. 9, SIF 27), ss. 21, 26(2)
(1)It is competent under the law of Scotland for an incorporated company (whether a company within the meaning of this Act or not), for the purpose of securing any debt or other obligation (including a cautionary obligation) incurred or to be incurred by, or binding upon, the company or any other person, to create in favour of the creditor in the debt or obligation a charge, in this Part referred to as a floating charge, over all or any part of the property (including uncalled capital) which may from time to time be comprised in its property and undertaking.
(2)-(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F640
(4)References in this Part to the instrument by which a floating charge was created are, in the case of a floating charge created by words in a bond or other written acknowledgment, references to the bond or, as the case may be, the other written acknowledgment.
(5)Subject to this Act, a floating charge has effect in accordance with this Part [F641and Part III of the Insolvency Act 1986] in relation to any heritable property in Scotland to which it relates, notwithstanding that the instrument creating it is not recorded in the Register of Sasines or, as appropriate, registered in accordance with the M6Land Registration (Scotland) Act 1979.
Textual Amendments
F640S. 462(2) substituted for S. 462(2)(3) by Companies Act 1989 (c. 40, SIF 27), s. 130(7), Sch. 17 para. 8 and repealed by Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 (c. 40, SIF 27), s. 74(1)(2), Sch. 8 para. 33(6), Sch. 9
F641Words inserted by Insolvency Act 1986 (c. 45, SIF 66), s. 439(1), Sch. 13 Pt. I
Modifications etc. (not altering text)
C226S. 462 applied (with modifications) (6.4.2001) by S.S.I. 2001/128, reg. 3, Sch. 1
Marginal Citations
(1)[F642Where a company goes into liquidation within the meaning of section 247(2) of the Insolvency Act 1986,] a floating charge created by the company attaches to the property then comprised in the company’s property and undertaking or, as the case may be, in part of that property and undertaking, but does so subject to the rights of any person who—
(a)has effectually executed diligence on the property or any part of it; or
(b)holds a fixed security over the property or any part of it ranking in priority to the floating charge; or
(c)holds over the property or any part of it another floating charge so ranking.
(2)The provisions of [F643Part IV of the Insolvency Act (except section 185)] have effect in relation to a floating charge, subject to subsection (1), as if the charge were a fixed security over the property to which it has attached in respect of the principal of the debt or obligation to which it relates and any interest due or to become due thereon.
[F644(3)Nothing in this section derogates from the provisions of sections 53(7) and 54(6) of the Insolvency Act (attachment of floating charge on appointment of receiver), or prejudices the operation of sections 175 and 176 of that Act (payment of preferential debts in winding up)].
(4)F645. . . interest accrues, in respect of a floating charge which after 16th November 1972 attaches to the property of the company, until payment of the sum due under the charge is made.
Textual Amendments
F642Words substituted (3.7.1995) by Companies Act 1989 (c. 40, SIF 27), ss. 140(1), 213(2); S.I. 1995/1352, art. 3(a) (with transitional provisions and savings in art. 4)
F643Words substituted by Insolvency Act 1986 (c. 45, SIF 66), s. 439(1), Sch. 13 Pt. I
F644S. 463(3) substituted by Insolvency Act 1986 (c. 45, SIF 66), s. 439(1), Sch. 13 Pt. I
F645Words repealed by Insolvency Act 1986 (c. 45, SIF 66), s. 438, Sch. 12
Modifications etc. (not altering text)
C227S. 463 applied (with modifications) (6.4.2001) by S.S.I. 2001/128, reg. 3, Sch. 1
(1)Subject to subsection (2), the instrument creating a floating charge over all or any part of the company’s property under section 462 may contain—
(a)provisions prohibiting or restricting the creation of any fixed security or any other floating charge having priority over, or ranking pari passu with, the floating charge; or
(b)[F646with the consent of the holder of any subsisting floating charge or fixed security which would be adversely affected,] provisions regulating the order in which the floating charge shall rank with any other subsisting or future floating charges or fixed securities over that property or any part of it.
[F647(1A)Where an instrument creating a floating charge contains any such provision as is mentioned in subsection (1)(a), that provision shall be effective to confer priority on the floating charge over any fixed security or floating charge created after the date of the instrument.]
(2)Where all or any part of the property of a company is subject both to a floating charge and to a fixed security arising by operation of law, the fixed security has priority over the floating charge.
[F648(3)The order of ranking of the floating charge with any other subsisting or future floating charges or fixed securities over all or any part of the company’s property is determined in accordance with the provisions of subsections (4) and (5) except where it is determined in accordance with any provision such as is mentioned in paragraph (a) or (b) of subsection (1).]
(4)Subject to the provisions of this section—
(a)a fixed security, the right to which has been constituted as a real right before a floating charge has attached to all or any part of the property of the company, has priority of ranking over the floating charge;
(b)floating charges rank with one another according to the time of registration in accordance with Chapter II of Part XII;
(c)floating charges which have been received by the registrar for registration by the same postal delivery rank with one another equally.
(5)Where the holder of a floating charge over all or any part of the company’s property which has been registered in accordance with Chapter II of Part XII has received intimation in writing of the subsequent registration in accordance with that Chapter of another floating charge over the same property or any part thereof, the preference in ranking of the first-mentioned floating charge is restricted to security for—
(a)the holder’s present advances;
(b)future advances which he may be required to make under the instrument creating the floating charge or under any ancillary document;
(c)interest due or to become due on all such advances; F649. . .
(d)any expenses or outlays which may reasonably be incurred by the holder [F650;and
(e)(in the case of a floating charge to secure a contingent liability other than a liability arising under any further advances made from time to time) the maximum sum to which that contingent liability is capable of amounting whether or not it is contractually limited.]
(6)This section is subject to [F651Part XII and to][F652sections 175 and 176 of the Insolvency Act].
Textual Amendments
F646Words inserted (3.7.1995) by Companies Act 1989 (c. 40, SIF 27), ss. 140(2)(3), 213(2); S.I. 1995/1352, art. 3(a) (with transitional provisions and savings in art. 5)
F647S. 464(1A) inserted (3.7.1995) by Companies Act 1989 (c. 40, SIF 27), ss. 140(2)(4), 213(2); S.I. 1995/1352, art. 3(a) (with transitional provisions and savings in art. 6)
F648S. 464(3) substituted (3.7.1995) by Companies Act 1989 (c. 40, SIF 27), ss. 140(2)(5), 213(2); S.I. 1995/1352, art. 3(a) (with transitional provisions and savings in art. 7)
F649Word repealed (3.7.1995) by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24; S.I. 1995/1352, art. 3(a)(c)
F650S. 464(5)(e) and the word “and" immediately preceding it inserted (3.7.1995) by Companies Act 1989 (c. 40, SIF 27), s. 140(6); S.I. 1995/1352, art. 3(a) (with transitional provisions and savings in art. 8)
F651Words inserted (prosp.) by Companies Act 1989 (c. 40, SIF 27), ss. 140(2)(7), 213(2)
F652Words substituted by virtue of Insolvency Act 1985 (c. 65, SIF 27), s. 109, Sch. 6 para. 19 and Insolvency Act 1986 (c.45, SIF 66), s. 439(1), Sch. 13 Pt. I
Modifications etc. (not altering text)
C228S. 464 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
C229S. 464(1A) restricted (20.5.1995) by S.I. 1995/1352, art. 6
C230S. 464(3) restricted (20.5.1995) by S.I. 1995/1352, art. 7
(1)Any floating charge which—
(a)purported to subsist as a floating charge on 17th November 1972, and
(b)if it had been created on or after that date, would have been validly created by virtue of the M7Companies (Floating Charges and Receivers) (Scotland) Act 1972,
is deemed to have subsisted as a valid floating charge as from the date of its creation.
(2)Any provision which—
(a)is contained in an instrument creating a floating charge or in any ancillary document executed prior to, and still subsisting at, the commencement of that Act,
(b)relates to the ranking of charges, and
(c)if it had been made after the commencement of that Act, would have been a valid provision,
is deemed to have been a valid provision as from the date of its making.
Marginal Citations
(1)The instrument creating a floating charge under section 462 or any ancillary document may be altered by the execution of an instrument of alteration by the company, the holder of the charge and the holder of any other charge (including a fixed security) which would be adversely affected by the alteration.
(2)[F653Without prejudice to any enactment or rule of law regarding the execution of documents,] such an instrument of alteration is validly executed if it is executed—
F654(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(b)where trustees for debenture-holders are acting under and in accordance with a trust deed, by those trustees [F655; or]
(c)where, in the case of a series of secured debentures, no such trustees are acting, by or on behalf of—
(i)a majority in nominal value of those present or represented by proxy and voting at a meeting of debenture-holders at which the holders of at least one-third in nominal value of the outstanding debentures of the series are present or so represented; or
(ii)where no such meeting is held, the holders of at least one-half in nominal value of the outstanding debentures of the series; F656. . .
(3)Section 464 applies to an instrument of alteration under this section as it applies to an instrument creating a floating charge.
[F657(4)Subject to the next subsection, section 410(2) and (3) and section 420 apply to an instrument of alteration under this section which—
(a)prohibits or restricts the creation of any fixed security or any other floating charge having priority over, or ranking pari passu with, the floating charge; or
(b)varies, or otherwise regulates the order of, the ranking of the floating charge in relation to fixed securities or to other floating charges; or
(c)releases property from the floating charge; or
(d)increases the amount secured by the floating charge.
(5)Section 410(2) and (3) and section 420 apply to an instrument of alteration falling under subsection (4) of this section as if references in the said sections to a charge were references to an alteration to a floating charge, and as if in section 410(2) and (3)—
(a)references to the creation of a charge were references to the execution of such alteration; and
(b)for the words from the beginning of subsection (2) to the word “applies” there were substituted the words “Every alteration to a floating charge created by a company”.]
(6)Any reference (however expressed) in any enactment, including this Act, to a floating charge is, for the purposes of this section and unless the context otherwise requires, to be construed as including a reference to the floating charge as altered by an instrument of alteration [F658falling under subsection (4) of this section].
Textual Amendments
F653Words inserted by Companies Act 1989 (c. 40, SIF 27), ss. 130(7), 213(2), Sch. 17 para. 9(a)
F654S. 466(2)(1.10.1990) repealed by Companies Act 1989 (c. 40, SIF 27), ss. 130(7), 212, 213(2), Sch. 17 para. 9(b), Sch. 24
F655Word inserted by Companies Act 1989 (c. 40, SIF 27), ss. 130(7), 213(2), Sch. 17 para. 9(c)
F656S. 466(2)(d) and the word “or" preceding it repealed by Companies Act 1989 (c. 40, SIF 27), ss. 130(7), 212, 213(2), Sch. 17 para. 9(d), Sch. 24
F657S. 466(4)(5) repealed (prosp.) by Companies Act 1989 (c. 40, SIF 27), ss. 140(8), 212, 213(2), 215(2), Sch. 24
F658Words repealed (prosp.) by Companies Act 1989 (c. 40, SIF 27), ss. 140(8), 212, 213(2), 215(2), Sch. 24
Modifications etc. (not altering text)
C231S. 466 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
C232S. 466(1)-(3)(6) applied (with modifications) (6.4.2001) by S.S.I. 2001/128, reg. 3, Sch. 1
Textual Amendments
F659Ss. 467–485 repealed by Insolvency Act 1986 (c. 45, SIF 66), s. 438, Sch. 12
(1)In this Part, unless the context otherwise requires, the following expressions have the following meanings respectively assigned to them, that is to say—
“ancillary document” means—
(a)a document which relates to the floating charge and which was executed by the debtor or creditor in the charge before the registration of the charge in accordance with Chapter II or Part XII; or
(b)an instrument of alteration such as is mentioned in section 466 in this Part;
“company”, . . . F660, means an incorporated company (whether a company within the meaning of this Act or not);
“fixed security”, in relation to any property of a company, means any security, other than a floating charge or a charge having the nature of a floating charge, which on the winding up of the company in Scotland would be treated as an effective security over that property, and (without prejudice to that generality) includes a security over that property, being a heritable security within the meaning of section 9(8) of the M8Conveyancing and Feudal Reform (Scotland) Act 1970;
F660. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F660. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F660. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F660. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
“Register of Sasines” means the appropriate division of the General Register of Sasines.
Textual Amendments
F660S. 486: words and the definitions of “instrument of appointment", “prescribed", “receiver" and “register of charges" repealed by Insolvency Act 1986 (c. 45, SIF 66), s. 438, Sch. 12
Modifications etc. (not altering text)
C233S. 486 applied (with modifications) (6.4.2001) by S.S.I. 2001/128, reg. 3, Sch. 1
S. 486 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
Marginal Citations
This Part extends to Scotland only.
Modifications etc. (not altering text)
C234S. 487 applied (with modifications) (6.4.2001) by S.S.I. 2001/128, reg. 3, Sch. 1
S. 487 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
Textual Amendments
F661Ss. 488–650 repealed by Insolvency Act 1986 (c. 45, SIF 66), s. 438, Sch. 12
Modifications etc. (not altering text)
C235Pt. 20 modified (24.3.2003) by Proceeds of Crime Act 2002 (c. 29), ss. {426(10)(b)}, 458(1)(3); S.I. 2003/333,{art. 2}, Sch. (as amended by S.I. 2003/531)
Textual Amendments
F662Ss. 488–650 repealed by Insolvency Act 1986 (c. 45, SIF 66), s. 438, Sch. 12
Textual Amendments
F663Ss. 488-650 repealed by Insolvency Act 1986 (c. 45, SIF 66), s. 438, Sch. 12 (with saving for ss. 615, 615A, 615B (24.3.2003) by virtue of Proceeds of Crime Act 2002 (c. 29), ss. 427(6), 458(1)(3)); S.I. 2003/333, art. 2, Sch. (as amended by S.I. 2003/531)
Textual Amendments
F664Ss. 651-706 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F684Ss. 659–662 repealed (E.W.S.) by Insolvency Act 1986 (c. 45, SIF 66), s. 438, Sch. 12
Textual Amendments
F685S. 663 repealed by Insolvency Act 1985 (c. 65, SIF 66), s. 253, Sch. 10 Pt. II
Textual Amendments
F686Ss. 664–674 repealed (E.W.S.) by Insolvency Act 1986 (c. 45, SIF 66), s. 438, Sch. 12
Modifications etc. (not altering text)
C259Pt. 21 modified (24.3.2003) by Proceeds of Crime Act 2002 (c. 29), ss. {426(10)(b)}, 458(1)(3); S.I. 2003/333,{art. 2}, Sch. (as amended by S.I. 2003/531)
Textual Amendments
F687Ss. 664–674 repealed (E.W.S.) by Insolvency Act 1986 (c. 45, SIF 66), s. 438, Sch. 12
Textual Amendments
F688Ss. 651-706 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F689Ss. 651-706 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F703Ss. 651-706 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.) and with savings for Pt. 23 Chapter 1 (ss. 690A-699) in The Overseas Companies Regulations 2009 (S.I. 2009/1801, reg. 80, Sch. 8 para. 2)
Textual Amendments
F738Ss. 651-706 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F751Ss. 651-706 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F765Ss. 651-706 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Modifications etc. (not altering text)
C275Pt. XXIV (ss. 704-715) applied (with modifications) (6.1.1997) by S.I. 1996/2827, reg. 4, Sch. 1
C276Power to amend and modify Pt. 24 conferred (1.7.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 58(a), 65; S.I. 2004/3322, art. 2(3), Sch. 3 (subject to arts. 3-13)
C277Pt. 24 (ss. 704-715A) modified (1.7.2005) by The Community Interest Company Regulations 2005 (S.I. 2005/1788), reg. 34(4)
F770. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F770Ss. 651-706 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F771. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F771Ss. 651-706 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F772. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F772Ss. 651-706 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F773. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F773Ss. 651-706 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
Textual Amendments
F774S. 707 repealed (22.12.2000) by S.I. 2000/3373, art. 31(4)
(1)F775. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)F776. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3)F776. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)F776. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F775S. 707A(1) repealed (1.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(a), Sch. 2 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F776S. 707A(2)-(4) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F777. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
(1)F778. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)F778. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3)F778. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)F778. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5)F779. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F778S. 708(1)-(4) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F779S. 708(5) repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1176(3), 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(c), Sch. 4 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F780. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F780S. 709 repealed (1.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(a), Sch. 2 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F781. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F782. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F783. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F783S. 710B repealed (1.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(a), Sch. 2 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F784. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F784S. 711 repealed (1.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(a), Sch. 2 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F785. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
Textual Amendments
F786S. 712 repealed (1.7.1991) by Companies Act 1989 (c. 40, SIF 27), ss. 127(3), 212, 213(2), Sch. 24; S.I. 1991/488, art. 2(4)
F787. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F788. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
Textual Amendments
F789S. 715 repealed (1.7.1991) by Companies Act 1989 (c. 40, SIF 27), ss. 127(3), 212, 213(2), Sch. 24; S.I. 1990/488, art. 2(4)
F790. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
Textual Amendments
F791Ss. 716-734 repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16 and the repeal being partly in force, as to which see individual sections.
Modifications etc. (not altering text)
C278Power to amend and modify Pt. 25 conferred (1.7.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 58(b), 65; S.I. 2004/3322, art. 2(3), Sch. 3 (subject to arts. 3-13)
F792. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F792Ss. 716, 717 repealed (21.12.2002) by The Regulatory Reform (Removal of 20 Member Limit in Partnerships etc.) Order 2002 (S.I. 2002/3203), art. 2
F793. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F793Ss. 716, 717 repealed (21.12.2002) by The Regulatory Reform (Removal of 20 Member Limit in Partnerships etc.) Order 2002 (S.I. 2002/3203), art. 2
F794. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F795. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F795S. 719 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12) (as amended by S.I. 2007/2607, art. 4(2)(b)); S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F796. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F796S. 720 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1178, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(d), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
F797. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F797Ss. 721-725, 726(1) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch. and by S.I. 2009/1941, art. 13)
F798. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F798Ss. 721-725, 726(1) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch. and by S.I. 2009/1941, art. 13)
F799. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F799Ss. 721-725, 726(1) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch. and by S.I. 2009/1941, art. 13)
F800. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F800Ss. 721-725, 726(1) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch. and by S.I. 2009/1941, art. 13)
F801. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F801Ss. 721-725, 726(1) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch. and by S.I. 2009/1941, art. 13)
F802. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F802Ss. 721-725, 726(1) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch. and by S.I. 2009/1941, art. 13)
F803. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F803Ss. 721-725, 726(1) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (as amended by S.I. 2009/1802, art. 18, Sch. and by S.I. 2009/1941, art. 13)
F804. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F804Ss. 721-725, 726(1) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch. and by S.I. 2009/1941, art. 13))
F805. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F805Ss. 721-725, 726(1) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (as amended by S.I. 2009/1802, art. 18, Sch. and by S.I. 2009/1941, art. 13)
Textual Amendments
F806S. 724 repealed (E.W.S.) by Insolvency Act 1986 (c. 45, SIF 66), s. 438, Sch. 12
F807. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F807Ss. 721-725, 726(1) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (as amended by S.I. 2009/1802, art. 18, Sch. and by S.I. 2009/1941, art. 13)
(1)F808. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)Where in Scotland a limited company is pursuer in an action or other legal proceeding, the court having jurisdiction in the matter may, if it appears by credible testimony that there is reason to believe that the company will be unable to pay the defender’s expenses if successful in his defence, order the company to find caution and sist the proceedings until caution is found.
Textual Amendments
F808S. 726(1) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (as amended by S.I. 2009/1802, art. 18, Sch. and by S.I. 2009/1941, art. 13)
Modifications etc. (not altering text)
C279S. 726 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
F809. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F809S. 727 repealed (1.10.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(b), Sch. 3 Pt. 1 (with arts. 7, 12)
F810. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F811. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F811S. 729 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1179, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(e), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
(1)F812. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)F812. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3)F812. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)F812. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5)F813. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F812S. 730(1)-(4) repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F813S. 730(5) repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, arts. 8, 10(1), Sch. 2 Pt. 1, Sch. 4 para. 13 (with art. 12)
F814. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F815. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F816. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F816S. 732 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 44)
F817. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F817S. 733 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 44); s. 733 expressed to be modified (7.10.2008 at 9.30 a.m.) by The Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008 (S.I. 2008/2644), arts. 1(2), 26, Sch. 2 para. 1(b)
F818. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F818S. 734 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 44)
F819. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F819S. 735-740 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F820. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F820S. 735-740 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F821. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F821S. 735-740 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F822. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F822S. 735-740 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F823. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F823S. 735-740 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F824. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F824S. 735-740 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F825. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F825S. 735-740 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F826. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F826S. 735-740 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F827. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F827S. 735-740 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F828. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F828S. 735-740 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F829. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F829S. 741 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
F830. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F831. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F831S. 742A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F832. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F832S. 742B repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F833. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F833S. 742C repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F834. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F834S. 743-745 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F835. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F835S. 743-745 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F836. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F836S. 743-745 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F837. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F837S. 743-745 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
F838. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F838S. 743-745 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F839Words repealed (subject to the transitional and saving provisions as mentioned in S.I. 1990/355, art. 5) by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24
This Act may be cited as the Companies Act 1985.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
Section 56, et passim in Part III.
Textual Amendments
F872Schs. 1-15B repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16 and the repeal being partly in force, as to which see individual provisions
Modifications etc. (not altering text)
C281Sch. 3 applied with modifications by S.I. 1985/680, regs. 4–6, Sch.
C282Sch. 3 modified by S.I. 1991/823, reg. 2(1), Sch.1
Textual Amendments
F873Sch. 3 repealed by Financial Services Act 1986 (c. 60, SIF 69), s. 212(3), Sch. 17 Pt. I (the repeal being or coming into force as mentioned in S.I. 1986/2246, art. 5, Sch. 4, 1988/1960, art. 4 (as amended) and S.I. 1988/2285, art. 5 and being otherwiseprosp.)
1(1)The prospectus must state—E+W+S
(a)the number of founders or management or deferred shares (if any) and the nature and extent of the interest of the holders in the property and profits of the company;
(b)the number of shares (if any) fixed by the company’s articles as the qualification of a director, and any provision in the articles as to the remuneration of directors; and
(c)the names, descriptions and addresses of the directors or proposed directors.
(2)As this paragraph applies for the purposes of section 72(3), sub-paragraph (1)(b) is to be read with the substitution for the reference to the company’s articles of a reference to its constitution.
(3)Sub-paragraphs (1)(b) and (1)(c) do not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.
2E+W+SF874. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F874Schs. 3 para. 2 repealed (1.10.2009 so far as not previously repealed) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
3(1)The prospectus must state—E+W+S
(a)the time of the opening of the subscription lists, and
(b)the amount payable on application and allotment on each share (including the amount, if any, payable by way of premium).
(2)In the case of a second or subsequent offer of shares, there must also be stated the amount offered for subscription on each previous allotment made within the 2 preceding years, the amount actually allotted and the amount (if any) paid on the shares so allotted, including the amount (if any) paid by way of premium.
4(1)There must be stated the number, description and amount of any shares in or debentures of the company which any person has, or is entitled to be given, an option to subscribe for.E+W+S
(2)The following particulars of the option must be given—
(a)the period during which it is exercisable,
(b)the price to be paid for shares or debentures subscribed for under it,
(c)the consideration (if any) given or to be given for it or the right to it,
(d)the names and addresses of the persons to whom it or the right to it was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.
(3)References in this paragraph to subscribing for shares or debentures include acquiring them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.
5E+W+SThe prospectus must state the number and amount of shares and debentures which within the 2 preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash; and—
(a)in the latter case the extent to which they are so paid up, and
(b)in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued.
6(1)For purposes of the following two paragraphs, “relevant property” is property purchased or acquired by the company, or proposed so to be purchased or acquired,E+W+S
(a)which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus, or
(b)the purchase or acquisition of which has not been completed at the date of the issue of the prospectus.
(2)But those two paragraphs do not apply to property—
(a)the contract for whose purchase or acquisition was entered into in the ordinary course of the company’s business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract, or
(b)as respects which the amount of the purchase money is not material.
7E+W+SAs respects any relevant property, the prospectus must state—
(a)the names and addresses of the vendors,
(b)the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor,
(c)short particulars of any transaction relating to the property completed within the 2 preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect.
8E+W+SThere must be stated the amount (if any) paid or payable as purchase money in cash, shares or debentures for any relevant property, specifying the amount (if any) payable for goodwill.
9(1)The following applies for the interpretation of paragraphs 6, 7 and 8.E+W+S
(2)Every person is deemed a vendor who has entered into any contract (absolute or conditional) for the sale or purchase, or for any option of purchase, of any property to be acquired by the company, in any case where—
(a)the purchase money is not fully paid at the date of the issue of the prospectus,
(b)the purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus,
(c)the contract depends for its validity or fulfilment on the result of that issue.
(3)Where any property to be acquired by the company is to be taken on lease, paragraphs 6, 7 and 8 apply as if “vendor” included the lessor, “purchase money” included the consideration for the lease, and “sub-purchaser” included a sub-lessee.
(4)For purposes of paragraph 7, where the vendors or any of them are a firm, the members of the firm are not to be treated as separate vendors.
10(1)The prospectus must state—E+W+S
(a)the amount (if any) paid within the 2 preceding years, or payable, as commission (but not including commission to sub-underwriters) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the company, or the rate of any such commission,
(b)the amount or estimated amount of any preliminary expenses and the persons by whom any of those expenses have been paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable,
(c)any amount or benefit paid or given within the 2 preceding years or intended to be paid or given to any promoter, and the consideration for the payment or the giving of the benefit.
(2)Sub-paragraph (1)(b) above, so far as it relates to preliminary expenses, does not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.
11(1)The prospectus must give the dates of, parties to and general nature of every material contract.E+W+S
(2)This does not apply to a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company, or a contract entered into more than 2 years before the date of issue of the prospectus.
12E+W+SThe prospectus must state the names and addresses of the company’s auditors (if any).
13(1)The prospectus must give full particulars of—E+W+S
(a)the nature and extent of the interest (if any) of every director in the promotion of, or in the property proposed to be acquired by, the company, or
(b)where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm.
(2)With the particulars under sub-paragraph (1)(b) must be provided a statement of all sums paid or agreed to be paid to the director or the firm in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or the firm in connection with the promotion or formation of the company.
(3)This paragraph does not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.
14E+W+SIf the prospectus invites the public to subscribe for shares in the company and the company’s share capital is divided into different classes of shares, the prospectus must state the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.
15E+W+SIn the case of a company which has been carrying on business, or of a business which has been carried on for less than 3 years, the prospectus must state the length of time during which the business of the company (or the business to be aquired, as the case may be) has been carried on.]
16(1)The prospectus shall set out a report by the company’s auditors with respect to—E+W+S
(a)profits and losses and assets and liabilities, in accordance with sub-paragraphs (2) and (3) below, as the case requires, and
(b)the rates of the dividends (if any) paid by the company in respect of each class of shares in respect of each of the 5 financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares in respect of any of those years.
If no accounts have been made up in respect of any part of the 5 years ending on a date 3 months before the issue of the prospectus, the report shall contain a statement of that fact.
(2)If the company has no [F875subsidiary undertakings], the report shall—
(a)deal with profits and losses of the company in respect of each of the 5 financial years immediately preceding the issue of the prospectus, and
(b)deal with the assets and liabilities of the company at the last date to which the company’s accounts were made up.
[F876(3)If the company has subsidiary undertakings, the report shall—
(a)deal separately with the company’s profits or losses as provided by sub-paragraph (2), and in addition deal either—
(i)as a whole with the combined profits or losses of its subsidiary undertakings, so far as they concern members of the company, or
(ii)individually with the profits or losses of each of its subsidiary undertakings, so far as they concern members of the company,
or, instead of dealing separately with the company’s profits or losses, deal as a whole with the profits or losses of the company and (so far as they concern members of the company) with the combined profits and losses of its subsidiary undertakings; and
(b)deal separately with the company’s assets and liabilities as provided by sub-paragraph (2), and in addition deal either—
(i)as a whole with the combined assets and liabilities of its subsidiary undertakings, with or without the company’s assets and liabilities, or
(ii)individually with the assets and liabilities of each of its subsidiary undertakings,
indicating, as respects the assets and liabilities of its subsidiary undertakings, the allowance to be made for persons other than members of the company.]
Textual Amendments
F875Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 19(2) (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9)
F876Sch. 3 para. 16(3) substituted (subject to the transitional and saving provisons in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 19(2)
17E+W+SIf the proceeds of the issue of the shares or debentures are to be applied directly or indirectly in the purchase of any business, or any part of the proceeds of the issue is to be so applied, there shall be set out in the prospectus a report made by accountants upon—
(a)the profits or losses of the business in respect of each of the 5 financial years immediately preceding the issue of the prospectus, and
(b)the assets and liabilities of the business at the last date to which the accounts of the business were made up.
[F87718(1)The following provisions apply if—E+W+S
(a)the proceeds of the issue are to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other undertaking, or any part of the proceeds is to be so applied, and
(b)by reason of that acquisition or anything to be done in consequence of or in connection with it, that undertaking will become a subsidiary undertaking of the company.
(2)There shall be set out in the prospectus a report made by accountants upon—
(a)the profits or losses of the other undertaking in respect of each of the five financial years immediately preceding the issue of the prospectus, and
(b)the assets and liabilities of the other undertaking at the last date to which its accounts were made up.
(3)The report shall—
(a)indicate how the profits or losses of the other undertaking would in respect of the shares to be acquired have concerned members of the company and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired, and
(b)where the other undertaking is a parent undertaking, deal with the profits or losses and the assets and liabilities of the undertaking and its subsidiary undertakings in the manner provided by paragraph 16(3) above in relation to the company and its subsidiary undertakings.
(4)In this paragraph “undertaking” and “”, in relation to an undertaking, have the same meaning as in Part VII.]
Textual Amendments
F877Sch. 3 para. 18 substituted (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 19(3)
19E+W+SIf in the case of a company which has been carrying on business, or of a business which has been carried on for less than 5 years, the accounts of the company or business have only been made up in respect of 4 years, 3 years, 2 years or one year, the preceding paragraphs of this Part have effect as if references to 4 years, 3 years, 2 years or one year (as the case may be) were substituted for references to 5 years.
20E+W+SThe expression “financial year” in this Part means the year in respect of which the accounts of the company or of the business (as the case may be) are made up; and where by reason of any alteration of the date on which the financial year of the company or business terminates the accounts have been made up for a period greater or less than one year, that greater or less period is for purposes of this Part deemed to be a financial year.
21E+W+SAny report required by this Part shall either indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary, or shall make those adjustments and indicate that adjustments have been made.
22(1)A report required by paragraph 17 or 18 shall be made by accountants qualified under this Act for appointment as auditors of a company.E+W+S
[F878(2)Such a report shall not be made by an accountant who is an officer or servant, or a partner of or in the employment of an officer or servant, of—
(a)the company or any of its subsidiary undertakings,
(b)a parent undertaking of the company or any subsidiary undertaking of such an undertaking.]
(3)The accountants making any report required for purposes of paragraph 17 or 18 shall be named in the prospectus.
Textual Amendments
F878Sch. 3 para. 22(2) substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 19(4)
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Textual Amendments
F879Sch. 4 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
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Textual Amendments
F955Sch. 4A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
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Textual Amendments
F972Sch. 5 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
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Textual Amendments
F1028Sch. 6 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12); and Sch. 6 para. 27(1)(d) and certain words in Sch. 6 paras. 15-17, 19, 22, 24 are expressed to be repealed (6.4.2008 with effect as stated in Sch. 1 para. 90(2) of the amending S.I.) by S.I. 2008/948, arts. 2(1), 3, Sch. 1 para. 90(1), Sch. 2 (with arts. 6, 11, 12)
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Textual Amendments
F1099Sch. 7 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
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Textual Amendments
F1128Sch. 7ZA omitted (12.1.2006) by virtue of The Companies Act 1985 (Operating and Financial Review) (Repeal) Regulations 2005 (S.I. 2005/3442), reg. 2(2)(a), Sch. 1 para. 17
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Textual Amendments
F1130Sch. 7A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F1131Sch. 7A inserted (1.8.2002) by The Directors' Remuneration Report Regulations 2002 (S.I. 2002/1986), reg. 9, Sch.
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Textual Amendments
F1132Sch. 7B repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F1133Sch. 7B inserted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 12, 65, Sch. 1; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)
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Textual Amendments
F1134Sch. 8 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
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Textual Amendments
F1220Sch. 8A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
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Textual Amendments
F1236Sch. 9 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12); Sch. 9 para. 3(4)(5) and certain words in Sch. 9 para. 3(3)(a) are expressed to be repealed (6.4.2008 with effect as stated in Sch. 1 para. 91(2) of the amending S.I.) by S.I. 2008/948, arts. 2(1), 3, Sch. 1 para. 90(1), Sch. 2 (with arts. 6, 11, 12)
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Textual Amendments
F1307Sch. 9A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
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Editorial Information
X47Sch. 10: the earliest available versions of Sch. 10 and its contents are those having effect on 2.12.1991
Textual Amendments
F1367Sch. 10 repealed (19.12.1993) by S.I. 1993/3246, regs. 5(1), 6, 7, Sch. 2 para.7
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Textual Amendments
F1374Sch. 10A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
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Textual Amendments
F1385Sch. 11 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
Textual Amendments
Sections 324, 325, 326, 328 and 346.
Textual Amendments
F1411Schs. 1-15B repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16 and the repeal being partly in force, as to which see individual provisions
Modifications etc. (not altering text)
C305Sch. 13 excluded (12.2.1992) by S.I. 1992/225, reg. 23(1)(b).
Sch. 13 modified (12.2.1992) by S.I. 1992/225, reg. 121, Sch. 8 para. 1(b).
Textual Amendments
F1412Sch. 13 Pt. 1 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
Textual Amendments
F1419Sch. 13 Pts. 2-4 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. {4(1)(c)}, 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
Textual Amendments
F1420Sch. 13 Pts. 2-4 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. {4(1)(c)}, 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
Textual Amendments
F1421Sch. 13 Pts. 2-4 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1177, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. {4(1)(c)}, 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
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Textual Amendments
Textual Amendments
F1428Sch. 15 repealed by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24 (subject to transitional and saving provisions in S.I. 1990/1707, arts. 4 and 5)
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Textual Amendments
F1429Sch. 15A repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12)
Textual Amendments
F1437Sch. 15B repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12)
F1438Sch. 15A renumbered by Companies Act 1989 (c. 40, SIF 27), ss. 114(2), 213(2)
[F14391Subject to paragraphs 10(1), 12(4) and 14(2), the court shall not sanction a compromise or arrangement under section 425(2) unless a majority in number representing three-fourths in value of each class of members of every pre-existing transferee company concerned in the scheme, present and voting either in person or by proxy at a meeting, agree to the scheme.]
Textual Amendments
F1439Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II
[F14402(1)The court shall not sanction the compromise or arrangement under section 425(2) unless—
(a)a draft of the proposed terms of the scheme (from here on referred to as the “draft terms”) has been drawn up and adopted by the directors of all the transferor and pre-existing transferee companies concerned in the scheme,
(b)subject to paragraph 11(3), in the case of each of those companies the directors have delivered a copy of the draft terms to the registrar of companies and the registrar has published in the Gazette notice of receipt by him of a copy of the draft terms from that company, and
(c)subject to paragraphs 10 to 14, that notice was so published at least one month before the date of any meeting of that company summoned under section 425(1) or for the purposes of paragraph 1.
(2)Subject to paragraph 12(2), the draft terms shall give particulars of at least the following matters—
(a)in respect of each transferor company and transferee company concerned in the scheme, its name, the address of its registered office and whether it is a company limited by shares or a company limited by guarantee and having a share capital;
(b)the number of shares in any transferee company to be allotted to members of any transferor company for a given number of their shares (from here on referred to as the “”) and the amount of any cash payment;
(c)the terms relating to the allotment of shares in any transferee company;
(d)the date from which the holding of shares in a transferee company will entitle the holders to participate in profits, and any special conditions affecting that entitlement;
(e)the date from which the transactions of any transferor company are to be treated for accounting purposes as being those of any transferee company;
(f)any rights or restrictions attaching to shares or other securities in any transferee company to be allotted under the scheme to the holders of shares to which any special rights or restrictions attach, or of other securities, in any transferor company, or the measures proposed concerning them;
(g)any amount or benefit paid or given or intended to be paid or given to any of the experts referred to in paragraph 5 or to any director of a transferor company or pre-existing transferee company, and the consideration for the payment of benefit.
(3)Where the scheme is a Case 3 Scheme the draft terms shall also—
(a)give particulars of the property and liabilities to be transferred (to the extent these are known to the transferor company) and their allocation among the transferee companies;
(b)make provision for the allocation among and transfer to the transferee companies of any other property and liabilities which the transferor company has or may subsequently acquire; and
(c)specify the allocation to members of the transferor company of shares in the transferee companies and the criteria upon which that allocation is based.]
Textual Amendments
F1440Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II
[F14413Subject to paragraphs 10 to 14, the court shall not sanction the compromise or arrangement under section 425(2) unless—
(a)in the case of each transferor company and each pre-existing transferee company the directors have drawn up and adopted a report complying with paragraph 4 (from here on referred to as a “directors’ report”);
(b)where the scheme is a Case 3 Scheme, the directors of the transferor company have reported to every meeting of the members or any class of members of that company summoned under section 425(1), and to the directors of each transferee company, any material changes in the property and liabilities of the transferor company between the date when the draft terms were adopted and the date of the meeting in question;
(c)where the directors of a transferor company have reported to the directors of a transferee company such a change as is mentioned in sub-paragraph (b) above, the latter have reported that change to every meeting of the members or any class of members of that transferee company summoned for the purposes of paragraph 1, or have sent a report of that change to every member who would have been entitled to receive a notice of such a meeting;
(d)a report complying with paragraph 5 has been drawn up on behalf of each transferor company and pre-existing transferee company (from here on referred to as an “expert’s report”);
(e)the members of any transferor company or transferee company were able to inspect at the registered office of that company copies of the documents listed in paragraph 6(1) in relation to every transferor company and pre-existing transferee company concerned in the scheme during a period beginning one month before, and ending on, the date of the first meeting of the members or any class of members of the first-mentioned transferor or transferee company summoned either under section 425(1) or for the purposes of paragraph 1 and those members were able to obtain copies of those documents or any part of them on request during that period free of charge; and
(f)the memorandum and articles of association of any transferee company which is not a pre-existing transferee company, or a draft thereof, has been approved by ordinary resolution of every transferor company concerned in the scheme.]
Textual Amendments
F1441Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II
[F14424(1)The directors’ report shall consist of—
(a)the statement required by section 426, and
(b)insofar as that statement does not contain the following matters, a further statement—
(i)setting out the legal and economic grounds for the draft terms, and in particular for the share exchange ratio, and, where the scheme is a Case 3 Scheme, for the criteria upon which the allocation to the members of the transferor company of shares in the transferee companies was based, and
(ii)specifying any special valuation difficulties.
(2)Where the scheme is a Case 3 Scheme the directors’ report shall also state whether a report has been made to the transferee company under section 103 (non-cash consideration to be valued before allotment) and, if so, whether that report has been delivered to the registrar of companies.]
Textual Amendments
F1442Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II
[F14435(1)Except where a joint expert is appointed under sub-paragraph (2) below, an expert’s report shall consist of a separate written report on the draft terms to the members of one transferor company or pre-existing transferee company concerned in the scheme drawn up by a separate expert appointed on behalf of that company.
(2)The court may, on the joint application of all the transferor companies and pre-existing transferee companies concerned in the scheme, approve the appointment of a joint expert to draw up a single report on behalf of all those companies.
(3)An expert shall be independent of any of the companies concerned in the scheme, that is to say a person qualified at the time of the report to be appointed, or to continue to be, an auditor of those companies.
(4)However, where it appears to an expert that a valuation is reasonably necessary to enable him to draw up the report, and it appears to him to be reasonable for that valuation, or part of it, to be made (or for him to accept such a valuation) by another person who—
(a)appears to him to have the requisite knowledge and experience to make the valuation or that part of it; and
(b)is not an officer or servant of any of the companies concerned in the scheme or any other body corporate which is one of those companies’ subsidiary or holding company or a subsidiary of one of those companies’ holding company or a partner or employee of such an officer or servant,
he may arrange for or accept such a valuation, together with a report which will enable him to make his own report under this paragraph.
(5)The reference in sub-paragraph (4) above to an officer or servant does not include an auditor.
(6)Where any valuation is made by a person other than the expert himself, the latter’s report shall state that fact and shall also—
(a)state the former’s name and what knowledge and experience he has to carry out the valuation, and
(b)describe so much of the undertaking, property and liabilities as were valued by the other person, and the method used to value them, and specify the date of the valuation.
(7)An expert’s report shall—
(a)indicate the method or methods used to arrive at the share exchange ratio proposed;
(b)give an opinion as to whether the method or methods used are reasonable in all the circumstances of the case, indicate the values arrived at using each such method and (if there is more than one method) give an opinion on the relative importance attributed to such methods in arriving at the value decided on;
(c)describe any special valuation difficulties which have arisen;
(d)state whether in the expert’s opinion the share exchange ratio is reasonable; and
(e)in the case of a valuation made by a person other than himself, state that it appeared to himself reasonable to arrange for it to be so made or to accept a valuation so made.
(8)Each expert has the right of access to all such documents of all the transferor companies and pre-existing transferee companies concerned in the scheme, and the right to require from the companies’ officers all such information, as he thinks necessary for the purpose of making his report.]
Textual Amendments
F1443Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II
[F14446(1)The documents referred to in paragraph 3(e) are, in relation to any company,—
(a)the draft terms;
(b)the directors’ report [F1445referred to in paragraph 4 above];
(c)the expert’s report;
[F1446(d)the company’s accounts within the meaning of section 239 for the last three complete financial years ending on or before a date one month earlier than the first meeting of the company summoned either under section 425(1) or for the purposes of paragraph 1 (in this paragraph referred to as the “relevant date”);
(e)if the last complete financial year in respect of which accounts were prepared for the company ended more than 6 months before the relevant date, an accounting statement in the form described in the following sub-paragraph.]
[F1446(d)the company’s annual accounts, together with the relevant directors’ report and auditors’ report, for the last three financial years ending on or before the relevant date; and
(e)if the last of those financial years ended more than six months before the relevant date, an accounting statement in the form described in the following provisions.]
[F1447In paragraphs (d) and (e) “the relevant date” means one month before the first meeting of the company summoned under section 425(1) or for the purposes of paragraph 1.]
[F1448(2)The accounting statement shall consist of—
(a)a balance sheet dealing with the state of affairs of the company; and
(b)where the company has subsidiaries and section 229 would apply if the relevant date were the end of the company’s financial year, a further balance sheet or balance sheets dealing with the state of affairs of the company and the subsidiaries.
(3)Subject to sub-paragraph (4) below, any balance sheet required by sub-paragraph (2)(a) or (b) above shall comply with section 228 or section 230 (as appropriate) and with all other requirements of this Act as to the matters to be included in a company’s balance sheet or in notes thereto (applying those sections and Schedule 4 and those other requirements with such modifications as are necessary because the balance sheet is prepared otherwise than as at the last day of the financial year) and must be signed in accordance with section 238.
(4)Notwithstanding sub-paragraph (3) above, any balance sheet required by sub-paragraph (2)(a) or (b) above shall deal with the state of affairs of the company or subsidiaries as at a date not earlier than the first day of the third month preceding the date when the draft terms were adopted by the directors, and the requirement in section 228 to give a true and fair view shall for the purposes of this paragraph have effect as a requirement to give a true and fair view of the state of affairs of the company as at the first-mentioned date.
(5)In sub-paragraphs (1) to (4) above, references to sections 228, 229, 230, 238 and 239 and Schedule 4 shall, in the case of a company within the meaning of Article 3 of the Companies M38(Northern Ireland) Order 1986, have effect as references to Articles 236, 237, 238, 246 and 247 and Schedule 4 of that Order respectively, and references to the requirements of this Act shall have effect as references to the requirements of that Order.]
[F1448(2)The accounting statement shall consist of—
(a)a balance sheet dealing with the state of the affairs of the company as at a date not more than three months before the draft terms were adopted by the directors, and
(b)where the company would be required to prepare group accounts if that date were the last day of a financial year, a consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings as at that date.
(3)The requirements of this Act as to balance sheets forming part of a company’s annual accounts, and the matters to be included in notes thereto, apply to any balance sheet required for the accounting statement, with such modifications as are necessary by reason of its being prepared otherwise than as at the last day of a financial year.
(4)Any balance sheet required for the accounting statement shall be approved by the board of directors and signed on behalf of the board by a director of the company.
(5)In relation to a company within the meaning of Article 3 of the Companies (Northern Ireland) Order 1986, the references in this paragraph to the requirements of this Act shall be construed as reference to the corresponding requirements of that Order.]]
Textual Amendments
F1444Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II
F1445Words inserted (subject to the transitional and saving provisions mentioned in S.I. 1990/355 arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 22(2)
F1446Sch. 15B para. 6(1)(d)(e) (ending with the word “provisions”) substituted (subject to the transitional and saving provisions mentioned in S.I. 1990/355 arts. 6–9) for old sub-paras. (d)(e) (ending with the word “sub-paragraph.”) by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 22(3)
F1447Words added (subject to the transitional and saving provisions mentioned in S.I. 1990/355 arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 22(4)
F1448Sch. 15B para. 6(2) to (5) ending with the words “... shall be construed as reference to the corresponding requirements of that Order” substituted (subject to the transitional and saving provisions mentioned in S.I. 1990/355 arts. 6–9) for old sub-paras. (2) to (5) ending with the words “... shall have effect as references to the requirements of that Order” by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 22(5)
Marginal Citations
[F14497The court shall not sanction under section 425(2) a compromise or arrangement under which any shares in a transferee company are to be allotted to a transferor company or its nominee in respect of shares in that transferor company held by it or its nominee.]
Textual Amendments
F1449Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II
[F14508(1)Where any security of a transferor company to which special rights are attached is held by a person other than as a member or creditor of the company, the court shall not sanction a compromise or arrangement under section 425(2) unless under the scheme that person is to receive rights in a transferee company of equivalent value.
(2)Sub-paragraph (1) above shall not apply in the case of any such security where—
(a)the holder has agreed otherwise; or
(b)the holder is, or under the scheme is to be, entitled to have the security purchased by a transferee company involved in the scheme on terms which the court considers reasonable.]
Textual Amendments
F1450Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II
[F14519(1)The following provisions of this paragraph shall apply where the court sanctions a compromise or arrangement.
(2)The court shall in the order sanctioning the compromise or arrangement or in a subsequent order under section 427 fix a date on which the transfer or transfers to the transferee company or transferee companies of the undertaking, property and liabilities of the transferor company shall take place; and any such order which provide for the dissolution of the transferor company shall fix the same date for the dissolution.
(3)If it is necessary for the transferor company to take any steps to ensure that the undertaking, property and liabilities are fully transferred, the court shall fix a date, not later than six months after the date fixed under sub-paragraph (2) above, by which such steps must be taken and for that purpose may postpone the dissolution of the transferor company until that date.
(4)The court may postpone or further postpone the date fixed under sub-paragraph (3) above if it is satisfied that the steps there mentioned cannot be completed by the date (or latest date) fixed under that sub-paragraph.]
Textual Amendments
F1451Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II
11(1)The following sub-paragraphs apply where the scheme is a Case 3 Scheme.
(2)Sub-paragraphs (a) to (d) of paragraph 3 shall not apply and sub-paragraph (e) of that paragraph shall not apply as regards the documents listed in paragraph 6(1)(b), (c) and (e), if all members holding shares in, and all persons holding other securities of, any of the transferor companies and pre-existing transferee companies concerned in the scheme on the date of the application to the court under section 425(1), being shares or securities which as at that date carry the right to vote in general meetings of the company, so agree.
(3)The court may by order direct in respect of any transferor company or pre-existing transferee company that the requirements relating to—
(a)delivering copies of the draft terms and publication of notice of receipt of the draft terms under paragraph 2(1)(b) and (c), or
(b)inspection under paragraph 3(e),
shall not apply, and may by order direct that paragraph 10 shall apply to any pre-existing transferee company with the omission of sub-paragraph (2)(a) and (b) of that paragraph.
(4)The court shall not make any order under sub-paragraph (3) above unless it is satisfied that the following conditions will be fulfilled—
(a)that the members of the company will have received or will have been able to obtain free of charge copies of the documents listed in paragraph 6(1) in time to examine them before the date of the first meeting of the members or any class of members of the company summoned under section 425(1) or for the purposes of paragraph 1;
(b)in the case of a pre-existing transferee company, where in the circumstances described in paragraph 10 no meeting is held, that the members of that company will have received or will have been able to obtain free of charge copies of those documents in time to require a meeting under paragraph 10(2)(c);
(c)that the creditors of the company will have received or will have been able to obtain free of charge copies of the draft terms in time to examine them before the date of the meeting of the members or any class of members of the company, or, in the circumstances referred to in paragraph (b) above, at the same time as the members of the company; and
(d)that no prejudice would be caused to the members or creditors of any transferor company or transferee company concerned in the scheme by making the order in question.
Textual Amendments
F1454Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II
F145713(1)Where the scheme is a Case 3 Scheme and—
(a)the shares in the transferor company, and
(b)such securities of that company (other than shares) as carry the right to vote at general meetings of that company,
are all held by or on behalf of one or more transferee companies, section 427A and this Schedule shall apply subject to the following sub-paragraphs.
(2)The court may sanction a compromise or arrangement under section 425(2) notwithstanding that—
(a)any meeting otherwise required by section 425 has not been summoned by the transferor company, and
(b)paragraphs 2(1)(c) and 3(b) and (e) have not been complied with in respect of that company,
if it is satisfied that the conditions specified in the following sub-paragraph have been complied with.
(3)The conditions referred to in the previous sub-paragraph are—
(a)the conditions set out in paragraph 12(5)(a) and (c);
(b)that the members of the transferor company and every transferee company concerned in the scheme were able to inspect at the registered office of the company of which they were members copies of the documents listed in paragraph 6(1) in relation to every such company during a period beginning one month before, and ending on, the date of the order under section 425(2) (“the relevant date”), and that they were able to obtain copies of those documents or any part of them on request during that period free of charge; and
(c)that the directors of the transferor company have sent to every member who would have been entitled to receive a notice of the meeting (had it been called), and to the directors of each transferee company, a report of any material changes in the property and liabilities of the transferor company between the date when the draft terms were adopted and a date one month before the relevant date.
Textual Amendments
F1457Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II
F145814(1)Where the scheme is a Case 1 Scheme and in the case of every transferor company concerned ninety per cent. or more (but not all) of—
(a)the shares in that company, and
(b)such securities of that company (other than shares) as carry the right to vote at general meetings of that company,
are held by or on behalf of the transferee company, section 427A and this Schedule shall apply subject to the following sub-paragraphs.
(2)The court may sanction a compromise or arrangement under section 425(2) notwithstanding that—
(a)any meeting otherwise required by paragraph 1 has not been summoned by the transferee company, and
(b)paragraphs 2(1)(c) and 3(e) have not been complied with in respect of that company,
if the court is satisfied that the conditions specified in the following sub-paragraph have been complied with.
(3)The conditions referred to in the previous sub-paragraph are the same conditions as those specified in paragraph 10(2), save that for this purpose the condition contained in paragraph 10(2)(b) shall be treated as referring only to the documents listed in paragraph 6(1)(a), (d) and (e).
Textual Amendments
F1458Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II
[F145915(1)Where the scheme is a Case 3 Scheme, each transferee company shall be jointly and severally liable, subject to sub-paragraph (2) below, for any liability transferred to any other transferee company under the scheme to the extent that that other company has made default in satisfying that liability, but so that no transferee company shall be so liable for an amount greater than the amount arrived at by calculating the value at the time of the transfer of the property transferred to it under the scheme less the amount at that date of the liabilities so transferred.
(2)If a majority in number representing three-fourths in value of the creditors or any class of creditors of the transferor company present and voting either in person or by proxy at a meeting summoned under section 425(1) so agree, sub-paragraph (1) above shall not apply in respect of the liabilities of the creditors or that class of creditors.]
Textual Amendments
F1459Sch. 15A (old) inserted by S.I. 1987/1991, reg. 2(c), Sch. Pt. II
Section 449
Textual Amendments
F1460Sch. 15C inserted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 25; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)
1U.K.The Secretary of State.
2U.K.The Department of Enterprise, Trade and Investment for Northern Ireland.
3U.K.The Treasury.
4U.K.The Lord Advocate.
5U.K.The Director of Public Prosecutions.
6U.K.The Director of Public Prosecutions for Northern Ireland.
7U.K.The Financial Services Authority.
8U.K.A constable.
9U.K.A procurator fiscal.
10U.K.The Scottish Ministers.]
Section 449
Textual Amendments
F1461Sch. 15D inserted (6.4.2005 except for paras. 40, 45 and 1.7.2005 otherwise) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 25; S.I. 2004/3322, art. 2(2)(3), Schs. 2, 3 (subject to arts. 3-13)
1U.K.A disclosure for the purpose of enabling or assisting a person authorised under [F1462section 457 of the Companies Act 2006] to exercise his functions.
Textual Amendments
F1462Words in Sch. 15D para. 1 substituted (6.4.2008 with effect as stated in Sch. 1 para. 92(2)) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2009/948), arts. 2(1), 3(1), Sch. 1 para. 92(1) (with arts. 6, 11, 12)
2U.K.A disclosure for the purpose of enabling or assisting an inspector appointed under Part 14 to exercise his functions.
3U.K.A disclosure for the purpose of enabling or assisting a person authorised under section 447 of this Act or section 84 of the Companies Act 1989 to exercise his functions.
4U.K.A disclosure for the purpose of enabling or assisting a person appointed under section 167 of the Financial Services and Markets Act 2000 (general investigations) to conduct an investigation to exercise his functions.
5U.K.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.
6U.K.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.
7U.K.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.
8U.K.A disclosure for the purpose of enabling or assisting a person appointed under regulations made under sections 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.
9U.K.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—
[F1463(a)the Companies Acts (as defined in section 2(1) of the Companies Act 2006);]
[F1464(b)Part 5 of the Criminal Justice Act 1993 (insider dealing);]
(c)the Insolvency Act 1986;
(d)the Company Directors Disqualification Act 1986;
[F1465(da)Part 42 of the Companies Act 2006 (statutory auditors);]
[F1466(e)Parts 3 and 7 of the Companies Act 1989 (investigations and powers to obtain information and financial markets and insolvency);]
(f)the Financial Services and Markets Act 2000.
Textual Amendments
F1463Sch. 15D para. 9(a) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 58(2)(a)
F1464Sch. 15D para. 9(b) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 58(2)(b)
10U.K.A disclosure for the purpose of enabling or assisting the Scottish Ministers to exercise their functions under the enactments relating to insolvency.
11U.K.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.
12U.K.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.
13U.K.[F1467A 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;
(b)the Pensions Act 1995;
(c)the Welfare Reform and Pensions Act 1999;
(d)the Pensions Act 2004;
(e)any enactment in force in Northern Ireland corresponding to any of those enactments.]
Textual Amendments
F1467Sch. 15D para. 13 substituted (6.4.2005) by Pensions Act 2004 (c. 35), ss. 319, 322, Sch. 12 para. 5(3)(a); S.I. 2005/275, art. 2(7), Sch. Pt. 7 (subject to art. 2(12))
[F146813AU.K.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.]
Textual Amendments
F1468Sch. 15D para. 13A inserted (6.4.2005) by Pensions Act 2004 (c. 35), ss. 319, 322, Sch. 12 para. 5(3)(b); S.I. 2005/275, art. 2(7), Sch. Pt. 7 (subject to art. 2(12))
14U.K.A disclosure for the purpose of enabling or assisting the Bank of England to exercise its functions.
15U.K.A disclosure for the purpose of enabling or assisting the body known as the Panel on Takeovers and Mergers to exercise its functions.
16U.K.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) to exercise their functions under or by virtue of the Lloyd’s Acts 1871 to 1982.
17U.K.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;
(b)the Consumer Credit Act 1974;
(c)the Estate Agents Act 1979;
(d)the Competition Act 1980;
(e)the Competition Act 1998;
(f)the Financial Services and Markets Act 2000;
(g)the Enterprise Act 2002;
(h)F1469. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(i)the Unfair Terms in Consumer Contracts Regulations 1999 (S.I. 1999/2083).
[F1470(j)the Business Protection from Misleading Marketing Regulations 2008;
(k)the Consumer Protection from Unfair Trading Regulations 2008.]
Textual Amendments
F1469Sch. 15D para. 17(h) repealed (26.5.2008) by The Consumer Protection from Unfair Trading Regulations 2008 (S.I. 2008/1277), reg. 30(1)(3), Sch. 2 para. 30(a), Sch. 4 Pt. 1 (with reg. 28(2)(3))
F1470Sch. 15D para. 17(j)(k) inserted (26.5.2008) by The Consumer Protection from Unfair Trading Regulations 2008 (S.I. 2008/1277), reg. 30(1), Sch. 2 para. 30(b) (with reg. 28(2)(3))
18U.K.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;
(c)the Competition Act 1998;
(d)the Enterprise Act 2002.
19U.K.A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Competition Appeal Tribunal.
20U.K.A disclosure for the purpose of enabling or assisting an enforcer under Part 8 of the Enterprise Act 2002 to exercise its functions under that Part.
21U.K.A disclosure for the purpose of enabling or assisting the [F1471Charity Commission to exercise its] functions.
Textual Amendments
F1471Words in Sch. 15D para. 21 substituted (27.2.2007) by Charities Act 2006 (c. 50), ss. 75, 79, Sch. 8 para. 76; S.I. 2007/309, art. 2, Sch. (subject to arts. 4-13)
22U.K.A disclosure for the purpose of enabling or assisting the Attorney General to exercise his functions in connection with charities.
23U.K.A disclosure for the purpose of enabling or assisting the National Lottery Commission to exercise its functions under sections 5 to 10 and 15 of the National Lottery etc. Act 1993.
24U.K.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 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.
25U.K.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.
26U.K.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.
27U.K.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.
28U.K.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)Part 7 of the Companies Act 1989;
(d)the Financial Services and Markets Act 2000.
29U.K.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 to exercise its functions under that Part.
30U.K.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.
31(1)A disclosure for the purpose of enabling or assisting a recognised investment exchange or a recognised clearing house to exercise its functions as such.U.K.
(2)Recognised investment exchange and recognised clearing house have the same meaning as in section 285 of the Financial Services and Markets Act 2000.
32U.K.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.
33U.K.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.
34U.K.A disclosure for the purpose of enabling or assisting a body designated by order under [F1472section 1252 of the Companies Act 2006] (delegation of functions of Secretary of State) to exercise its functions under [F1473Part 42 of that Act (statutory auditors)].
Textual Amendments
35U.K.A disclosure for the purpose of enabling or assisting a recognised supervisory or qualifying body (within the meaning of [F1474Part 42 of the Companies Act 2006]) to exercise its functions as such.
Textual Amendments
F1474Words in Sch. 15D para. 35 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 58(4)
36U.K.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.
37U.K.A disclosure for the purpose of enabling or assisting the Insolvency Practitioners Tribunal to exercise its functions under the Insolvency Act 1986.
38U.K.A disclosure for the purpose of enabling or assisting a body which is for the time being a recognised professional body for the purposes of section 391 of the Insolvency Act 1986 [F1475or Article 350 of the Insolvency (Northern Ireland) Order 1989](recognised professional bodies) to exercise its functions as such.
Textual Amendments
39(1)A disclosure for the purpose of enabling or assisting an overseas regulatory authority to exercise its regulatory functions.U.K.
(2)Overseas regulatory authority and regulatory functions have the same meaning as in section 82 of the Companies Act 1989.
40U.K.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.
41U.K.A disclosure with a view to the institution of, or otherwise for the purposes of, criminal proceedings.
42U.K.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 [F1476or Article 9, 10 or 11 of the Company Directors Disqualification (Northern Ireland) Order 2002].
Textual Amendments
43U.K.A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Financial Services and Markets Tribunal.
44U.K.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).
[F147744AU.K.A disclosure for the purposes of proceedings before the Pensions Regulator Tribunal.]
Textual Amendments
F1477Sch. 15D para. 44A inserted (6.4.2005) by Pensions Act 2004 (c. 35), ss. 319, 322, Sch. 4 para. 19 (with s. 313); S.I. 2005/275, art. 2(7), Sch. Pt. 7 (subject to art. 2(12))
45U.K.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.
46[F1478(1)]A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a [F1479relevant lawyer] , auditor, accountant, valuer or actuary of his professional duties.U.K.
[F1480(2)“Relevant lawyer” means—
(a)a person who, for the purposes of the Legal Services Act 2007, is an authorised person in relation to an activity which constitutes a reserved legal activity (within the meaning of that Act),
(b)a solicitor or barrister in Northern Ireland, or
(c)a solicitor or advocate in Scotland.]
Textual Amendments
F1478Sch. 15D para. 46 renumbered as Sch. 15D para. 46(1) (1.1.2010) by Legal Services Act 2007 (c. 29), ss. 208, 211, Sch. 21 para. 63(a) (with ss. 29, 192, 193); S.I. 2009/3250, art. 2(h)
F1479Words in Sch. 15D para. 46(1) substituted (1.1.2010) by Legal Services Act 2007 (c. 29), ss. 208, 211, Sch. 21 para. 63(b) (with ss. 29, 192, 193); S.I. 2009/3250, art. 2(h)
F1480Sch. 15D para. 46(2) inserted (1.1.2010) by Legal Services Act 2007 (c. 29), ss. 208, 211, Sch. 21 para. 63(c) (with ss. 29, 192, 193); S.I. 2009/3250, art. 2(h)
47(1)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.U.K.
(2)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.
(3)An order under sub-paragraph (2) must be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.
48U.K.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.
49U.K.A disclosure in pursuance of any Community obligation.
[F148150U.K.A disclosure for the purpose of enabling or assisting the Gambling Commission to exercise its functions under the Gambling Act 2005.]]
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Textual Amendments
F1482Sch. 16 repealed by Insolvency Act 1986 (c. 45, SIF 66), s. 438, Sch. 12
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F1484Schs. 20-22 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
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Textual Amendments
F1487Schs. 20-22 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
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Textual Amendments
F1490Schs. 20-22 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
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Textual Amendments
F1501Schs. 20-22 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
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Textual Amendments
F1504Schs. 20-22 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
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Textual Amendments
F1525Schs. 20-22 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
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Textual Amendments
F1544Schs. 20-22 repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch.))
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Textual Amendments
F1545Sch. 23 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1178, 1295, 1300, Sch. 16; S.I. 2006/3428, arts. 4(1)(d), 7(c), Sch. 4 Pt. 1 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))
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