Companies Act 2006

1. Introductory Text

2. Part 1 General introductory provisions

   1. Companies and Companies Acts

      1. 1. Companies

      2. 2. The Companies Acts

   2. Types of company

      1. 3. Limited and unlimited companies

      2. 4. Private and public companies

      3. 5. Companies limited by guarantee and having share capital

      4. 6. Community interest companies

3. Part 2 Company formation

   1. General

      1. 7. Method of forming company

      2. 8. Memorandum of association

   2. Requirements for registration

      1. 9. Registration documents

      2. 10. Statement of capital and initial shareholdings

      3. 11. Statement of guarantee

      4. 12. Statement of proposed officers

      5. 13. Statement of compliance

   3. Registration and its effect

      1. 14. Registration

      2. 15. Issue of certificate of incorporation

      3. 16. Effect of registration

4. Part 3 A company's constitution

   1. Chapter 1 Introductory

      1. 17. A company's constitution

   2. Chapter 2 Articles of association

      1. General

         1. 18. Articles of association

         2. 19. Power of Secretary of State to prescribe model articles

         3. 20. Default application of model articles

      2. Alteration of articles

         1. 21. Amendment of articles

         2. 22. Entrenched provisions of the articles

         3. 23. Notice to registrar of existence of restriction on amendment of articles

         4. 24. Statement of compliance where amendment of articles restricted

         5. 25. Effect of alteration of articles on company's members

         6. 26. Registrar to be sent copy of amended articles

         7. 27. Registrar's notice to comply in case of failure with respect to amended articles

      3. Supplementary

         1. 28. Existing companies: provisions of memorandum treated as provisions of articles

   3. Chapter 3 Resolutions and agreements affecting a company's constitution

      1. 29. Resolutions and agreements affecting a company's constitution

      2. 30. Copies of resolutions or agreements to be forwarded to registrar

   4. Chapter 4 Miscellaneous and supplementary provisions

      1. Statement of company's objects

         1. 31. Statement of company's objects

      2. Other provisions with respect to a company's constitution

         1. 32. Constitutional documents to be provided to members

         2. 33. Effect of company's constitution

         3. 34. Notice to registrar where company's constitution altered by enactment

         4. 35. Notice to registrar where company's constitution altered by order

         5. 36. Documents to be incorporated in or accompany copies of articles issued by company

      3. Supplementary provisions

         1. 37. Right to participate in profits otherwise than as member void

         2. 38. Application to single member companies of enactments and rules of law

5. Part 4 A company's capacity and related matters

   1. Capacity of company and power of directors to bind it

      1. 39. A company's capacity

      2. 40. Power of directors to bind the company

      3. 41. Constitutional limitations: transactions involving directors or their associates

      4. 42. Constitutional limitations: companies that are charities

   2. Formalities of doing business under the law of England and Wales or Northern Ireland

      1. 43. Company contracts

      2. 44. Execution of documents

      3. 45. Common seal

      4. 46. Execution of deeds

      5. 47. Execution of deeds or other documents by attorney

   3. Formalities of doing business under the law of Scotland

      1. 48. Execution of documents by companies

   4. Other matters

      1. 49. Official seal for use abroad

      2. 50. Official seal for share certificates etc

      3. 51. Pre-incorporation contracts, deeds and obligations

      4. 52. Bills of exchange and promissory notes

6. Part 5 A company's name

   1. Chapter 1 General requirements

      1. Prohibited names

         1. 53. Prohibited names

      2. Sensitive words and expressions

         1. 54. Names suggesting connection with government or public authority

         2. 55. Other sensitive words or expressions

         3. 56. Duty to seek comments of government department or other specified body

      3. Permitted characters etc

         1. 57. Permitted characters etc

   2. Chapter 2 Indications of company type or legal form

      1. Required indications for limited companies

         1. 58. Public limited companies

         2. 59. Private limited companies

         3. 60. Exemption from requirement as to use of “limited”

         4. 61. Continuation of existing exemption: companies limited by shares

         5. 62. Continuation of existing exemption: companies limited by guarantee

         6. 63. Exempt company: restriction on amendment of articles

         7. 64. Power to direct change of name in case of company ceasing to be entitled to exemption

      2. Inappropriate use of indications of company type or legal form

         1. 65. Inappropriate use of indications of company type or legal form

   3. Chapter 3 Similarity to other names

      1. Similarity to other name on registrar's index

         1. 66. Name not to be the same as another in the index

         2. 67. Power to direct change of name in case of similarity to existing name

         3. 68. Direction to change name: supplementary provisions

      2. Similarity to other name in which person has goodwill

         1. 69. Objection to company's registered name

         2. 70. Company names adjudicators

         3. 71. Procedural rules

         4. 72. Decision of adjudicator to be made available to public

         5. 73. Order requiring name to be changed

         6. 74. Appeal from adjudicator's decision

   4. Chapter 4 Other powers of the Secretary of State

      1. 75. Provision of misleading information etc

      2. 76. Misleading indication of activities

   5. Chapter 5 Change of name

      1. 77. Change of name

      2. 78. Change of name by special resolution

      3. 79. Change of name by means provided for in company's articles

      4. 80. Change of name: registration and issue of new certificate of incorporation

      5. 81. Change of name: effect

   6. Chapter 6 Trading disclosures

      1. 82. Requirement to disclose company name etc

      2. 83. Civil consequences of failure to make required disclosure

      3. 84. Criminal consequences of failure to make required disclosures

      4. 85. Minor variations in form of name to be left out of account

7. Part 6 A company's registered office

   1. General

      1. 86. A company's registered office

      2. 87. Change of address of registered office

   2. Welsh companies

      1. 88. Welsh companies

8. Part 7 Re-registration as a means of altering a company's status

   1. Introductory

      1. 89. Alteration of status by re-registration

   2. Private company becoming public

      1. 90. Re-registration of private company as public

      2. 91. Requirements as to share capital

      3. 92. Requirements as to net assets

      4. 93. Recent allotment of shares for non-cash consideration

      5. 94. Application and accompanying documents

      6. 95. Statement of proposed secretary

      7. 96. Issue of certificate of incorporation on re-registration

   3. Public company becoming private

      1. 97. Re-registration of public company as private limited company

      2. 98. Application to court to cancel resolution

      3. 99. Notice to registrar of court application or order

      4. 100. Application and accompanying documents

      5. 101. Issue of certificate of incorporation on re-registration

   4. Private limited company becoming unlimited

      1. 102. Re-registration of private limited company as unlimited

      2. 103. Application and accompanying documents

      3. 104. Issue of certificate of incorporation on re-registration

   5. Unlimited private company becoming limited

      1. 105. Re-registration of unlimited company as limited

      2. 106. Application and accompanying documents

      3. 107. Issue of certificate of incorporation on re-registration

      4. 108. Statement of capital required where company already has share capital

   6. Public company becoming private and unlimited

      1. 109. Re-registration of public company as private and unlimited

      2. 110. Application and accompanying documents

      3. 111. Issue of certificate of incorporation on re-registration

9. Part 8 A company's members

   1. Chapter 1 The members of a company

      1. 112. The members of a company

   2. Chapter 2 Register of members

      1. General

         1. 113. Register of members

         2. 114. Register to be kept available for inspection

         3. 115. Index of members

         4. 116. Rights to inspect and require copies

         5. 117. Register of members: response to request for inspection or copy

         6. 118. Register of members: refusal of inspection or default in providing copy

         7. 119. Register of members: offences in connection with request for or disclosure of information

         8. 120. Information as to state of register and index

         9. 121. Removal of entries relating to former members

      2. Special cases

         1. 122. Share warrants

         2. 123. Single member companies

         3. 124. Company holding its own shares as treasury shares

      3. Supplementary

         1. 125. Power of court to rectify register

         2. 126. Trusts not to be entered on register

         3. 127. Register to be evidence

         4. 128. Time limit for claims arising from entry in register

   3. Chapter 3 Overseas branch registers

      1. 129. Overseas branch registers

      2. 130. Notice of opening of overseas branch register

      3. 131. Keeping of overseas branch register

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

      5. 133. Transactions in shares registered in overseas branch register

      6. 134. Jurisdiction of local courts

      7. 135. Discontinuance of overseas branch register

   4. Chapter 4 Prohibition on subsidiary being member of its holding company

      1. General prohibition

         1. 136. Prohibition on subsidiary being a member of its holding company

         2. 137. Shares acquired before prohibition became applicable

      2. Subsidiary acting as personal representative or trustee

         1. 138. Subsidiary acting as personal representative or trustee

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

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

      3. Subsidiary acting as dealer in securities

         1. 141. Subsidiary acting as authorised dealer in securities

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

      4. Supplementary

         1. 143. Application of provisions to companies not limited by shares

         2. 144. Application of provisions to nominees

10. Part 9 Exercise of members' rights

    1. Effect of provisions in company's articles

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

    2. Information rights

       1. 146. Traded companies: nomination of persons to enjoy information rights

       2. 147. Information rights: form in which copies to be provided

       3. 148. Termination or suspension of nomination

       4. 149. Information as to possible rights in relation to voting

       5. 150. Information rights: status of rights

       6. 151. Information rights: power to amend

    3. Exercise of rights where shares held on behalf of others

       1. 152. Exercise of rights where shares held on behalf of others: exercise in different ways

       2. 153. Exercise of rights where shares held on behalf of others: members' requests

11. Part 10 A company's directors

    1. Chapter 1 Appointment and removal of directors

       1. Requirement to have directors

          1. 154. Companies required to have directors

          2. 155. Companies required to have at least one director who is a natural person

          3. 156. Direction requiring company to make appointment

       2. Appointment

          1. 157. Minimum age for appointment as director

          2. 158. Power to provide for exceptions from minimum age requirement

          3. 159. Existing under-age directors

          4. 160. Appointment of directors of public company to be voted on individually

          5. 161. Validity of acts of directors

       3. Register of directors, etc

          1. 162. Register of directors

          2. 163. Particulars of directors to be registered: individuals

          3. 164. Particulars of directors to be registered: corporate directors and firms

          4. 165. Register of directors' residential addresses

          5. 166. Particulars of directors to be registered: power to make regulations

          6. 167. Duty to notify registrar of changes

       4. Removal

          1. 168. Resolution to remove director

          2. 169. Director's right to protest against removal

    2. Chapter 2 General duties of directors

       1. Introductory

          1. 170. Scope and nature of general duties

       2. The general duties

          1. 171. Duty to act within powers

          2. 172. Duty to promote the success of the company

          3. 173. Duty to exercise independent judgment

          4. 174. Duty to exercise reasonable care, skill and diligence

          5. 175. Duty to avoid conflicts of interest

          6. 176. Duty not to accept benefits from third parties

          7. 177. Duty to declare interest in proposed transaction or arrangement

       3. Supplementary provisions

          1. 178. Civil consequences of breach of general duties

          2. 179. Cases within more than one of the general duties

          3. 180. Consent, approval or authorisation by members

          4. 181. Modification of provisions in relation to charitable companies

    3. Chapter 3 Declaration of interest in existing transaction or arrangement

       1. 182. Declaration of interest in existing transaction or arrangement

       2. 183. Offence of failure to declare interest

       3. 184. Declaration made by notice in writing

       4. 185. General notice treated as sufficient declaration

       5. 186. Declaration of interest in case of company with sole director

       6. 187. Declaration of interest in existing transaction by shadow director

    4. Chapter 4 Transactions with directors requiring approval of members

       1. Service contracts

          1. 188. Directors' long-term service contracts: requirement of members' approval

          2. 189. Directors' long-term service contracts: civil consequences of contravention

       2. Substantial property transactions

          1. 190. Substantial property transactions: requirement of members' approval

          2. 191. Meaning of “substantial”

          3. 192. Exception for transactions with members or other group companies

          4. 193. Exception in case of company in winding up or administration

          5. 194. Exception for transactions on recognised investment exchange

          6. 195. Property transactions: civil consequences of contravention

          7. 196. Property transactions: effect of subsequent affirmation

       3. Loans, quasi-loans and credit transactions

          1. 197. Loans to directors: requirement of members' approval

          2. 198. Quasi-loans to directors: requirement of members' approval

          3. 199. Meaning of “quasi-loan” and related expressions

          4. 200. Loans or quasi-loans to persons connected with directors: requirement of members' approval

          5. 201. Credit transactions: requirement of members' approval

          6. 202. Meaning of “credit transaction”

          7. 203. Related arrangements: requirement of members' approval

          8. 204. Exception for expenditure on company business

          9. 205. Exception for expenditure on defending proceedings etc

          10. 206. Exception for expenditure in connection with regulatory action or investigation

          11. 207. Exceptions for minor and business transactions

          12. 208. Exceptions for intra-group transactions

          13. 209. Exceptions for money-lending companies

          14. 210. Other relevant transactions or arrangements

          15. 211. The value of transactions and arrangements

          16. 212. The person for whom a transaction or arrangement is entered into

          17. 213. Loans etc: civil consequences of contravention

          18. 214. Loans etc: effect of subsequent affirmation

       4. Payments for loss of office

          1. 215. Payments for loss of office

          2. 216. Amounts taken to be payments for loss of office

          3. 217. Payment by company: requirement of members' approval

          4. 218. Payment in connection with transfer of undertaking etc: requirement of members' approval

          5. 219. Payment in connection with share transfer: requirement of members' approval

          6. 220. Exception for payments in discharge of legal obligations etc

          7. 221. Exception for small payments

          8. 222. Payments made without approval: civil consequences

       5. Supplementary

          1. 223. Transactions requiring members' approval: application of provisions to shadow directors

          2. 224. Approval by written resolution: accidental failure to send memorandum

          3. 225. Cases where approval is required under more than one provision

          4. 226. Requirement of consent of Charity Commission: companies that are charities

    5. Chapter 5 Directors' service contracts

       1. 227. Directors' service contracts

       2. 228. Copy of contract or memorandum of terms to be available for inspection

       3. 229. Right of member to inspect and request copy

       4. 230. Directors' service contracts: application of provisions to shadow directors

    6. Chapter 6 Contracts with sole members who are directors

       1. 231. Contract with sole member who is also a director

    7. Chapter 7 Directors' liabilities

       1. Provision protecting directors from liability

          1. 232. Provisions protecting directors from liability

          2. 233. Provision of insurance

          3. 234. Qualifying third party indemnity provision

          4. 235. Qualifying pension scheme indemnity provision

          5. 236. Qualifying indemnity provision to be disclosed in directors' report

          6. 237. Copy of qualifying indemnity provision to be available for inspection

          7. 238. Right of member to inspect and request copy

       2. Ratification of acts giving rise to liability

          1. 239. Ratification of acts of directors

    8. Chapter 8 Directors' residential addresses: protection from disclosure

       1. 240. Protected information

       2. 241. Protected information: restriction on use or disclosure by company

       3. 242. Protected information: restriction on use or disclosure by registrar

       4. 243. Permitted use or disclosure by the registrar

       5. 244. Disclosure under court order

       6. 245. Circumstances in which registrar may put address on the public record

       7. 246. Putting the address on the public record

    9. Chapter 9 Supplementary provisions

       1. Provision for employees on cessation or transfer of business

          1. 247. Power to make provision for employees on cessation or transfer of business

       2. Records of meetings of directors

          1. 248. Minutes of directors' meetings

          2. 249. Minutes as evidence

       3. Meaning of “director” and “shadow director”

          1. 250. “Director”

          2. 251. “Shadow director”

       4. Other definitions

          1. 252. Persons connected with a director

          2. 253. Members of a director's family

          3. 254. Director “connected with” a body corporate

          4. 255. Director “controlling” a body corporate

          5. 256. Associated bodies corporate

          6. 257. References to company's constitution

       5. General

          1. 258. Power to increase financial limits

          2. 259. Transactions under foreign law

12. Part 11 Derivative claims and proceedings by members

    1. Chapter 1 Derivative claims in England and Wales or Northern Ireland

       1. 260. Derivative claims

       2. 261. Application for permission to continue derivative claim

       3. 262. Application for permission to continue claim as a derivative claim

       4. 263. Whether permission to be given

       5. 264. Application for permission to continue derivative claim brought by another member

    2. Chapter 2 Derivative proceedings in Scotland

       1. 265. Derivative proceedings

       2. 266. Requirement for leave and notice

       3. 267. Application to continue proceedings as derivative proceedings

       4. 268. Granting of leave

       5. 269. Application by member to be substituted for member pursuing derivative proceedings

13. Part 12 Company secretaries

    1. Private companies

       1. 270. Private company not required to have secretary

    2. Public companies

       1. 271. Public company required to have secretary

       2. 272. Direction requiring public company to appoint secretary

       3. 273. Qualifications of secretaries of public companies

    3. Provisions applying to private companies with a secretary and to public companies

       1. 274. Discharge of functions where office vacant or secretary unable to act

       2. 275. Duty to keep register of secretaries

       3. 276. Duty to notify registrar of changes

       4. 277. Particulars of secretaries to be registered: individuals

       5. 278. Particulars of secretaries to be registered: corporate secretaries and firms

       6. 279. Particulars of secretaries to be registered: power to make regulations

       7. 280. Acts done by person in dual capacity

14. Part 13 Resolutions and meetings

    1. Chapter 1 General provisions about resolutions

       1. 281. Resolutions

       2. 282. Ordinary resolutions

       3. 283. Special resolutions

       4. 284. Votes: general rules

       5. 285. Votes: specific requirements

       6. 285A. Voting rights on poll or written resolution

       7. 286. Votes of joint holders of shares

       8. 287. Saving for provisions of articles as to determination of entitlement to vote

    2. Chapter 2 Written resolutions

       1. General provisions about written resolutions

          1. 288. Written resolutions of private companies

          2. 289. Eligible members

       2. Circulation of written resolutions

          1. 290. Circulation date

          2. 291. Circulation of written resolutions proposed by directors

          3. 292. Members' power to require circulation of written resolution

          4. 293. Circulation of written resolution proposed by members

          5. 294. Expenses of circulation

          6. 295. Application not to circulate members' statement

       3. Agreeing to written resolutions

          1. 296. Procedure for signifying agreement to written resolution

          2. 297. Period for agreeing to written resolution

       4. Supplementary

          1. 298. Sending documents relating to written resolutions by electronic means

          2. 299. Publication of written resolution on website

          3. 300. Relationship between this Chapter and provisions of company's articles

    3. Chapter 3 Resolutions at meetings

       1. General provisions about resolutions at meetings

          1. 301. Resolutions at general meetings

       2. Calling meetings

          1. 302. Directors' power to call general meetings

          2. 303. Members' power to require directors to call general meeting

          3. 304. Directors' duty to call meetings required by members

          4. 305. Power of members to call meeting at company's expense

          5. 306. Power of court to order meeting

       3. Notice of meetings

          1. 307. Notice required of general meeting

          2. 307A. Notice required of general meeting: certain meetings of traded companies

          3. 308. Manner in which notice to be given

          4. 309. Publication of notice of meeting on website

          5. 310. Persons entitled to receive notice of meetings

          6. 311. Contents of notices of meetings

          7. 311A. Traded companies: publication of information in advance of general meeting

          8. 312. Resolution requiring special notice

          9. 313. Accidental failure to give notice of resolution or meeting

       4. Members' statements

          1. 314. Members' power to require circulation of statements

          2. 315. Company's duty to circulate members' statement

          3. 316. Expenses of circulating members' statement

          4. 317. Application not to circulate members' statement

       5. Procedure at meetings

          1. 318. Quorum at meetings

          2. 319. Chairman of meeting

          3. 319A. Traded companies: questions at meetings

          4. 320. Declaration by chairman on a show of hands

          5. 321. Right to demand a poll

          6. 322. Voting on a poll

          7. 322A. Voting on a poll: votes cast in advance

          8. 323. Representation of corporations at meetings

       6. Proxies

          1. 324. Rights to appoint proxies

          2. 324A. Obligation of proxy to vote in accordance with instructions

          3. 325. Notice of meeting to contain statement of rights

          4. 326. Company-sponsored invitations to appoint proxies

          5. 327. Notice required of appointment of proxy etc

          6. 328. Chairing meetings

          7. 329. Right of proxy to demand a poll

          8. 330. Notice required of termination of proxy's authority

          9. 331. Saving for more extensive rights conferred by articles

       7. Adjourned meetings

          1. 332. Resolution passed at adjourned meeting

       8. Electronic communications

          1. 333. Sending documents relating to meetings etc in electronic form

          2. 333A. Traded company: duty to provide electronic address for receipt of proxies etc

       9. Application to class meetings

          1. 334. Application to class meetings

          2. 335. Application to class meetings: companies without a share capital

    4. Chapter 4 Public companies: additional requirements for AGMs

       1. 336. Public companies: annual general meeting

       2. 337. Public companies: notice of AGM

       3. 338. Public companies: members' power to require circulation of resolutions for AGMs

       4. 338A. Traded companies: members' power to include other matters in business dealt with at AGM

       5. 339. Public companies: company's duty to circulate members' resolutions for AGMs

       6. 340. Public companies: expenses of circulating members' resolutions for AGM

       7. 340A. Traded companies: duty to circulate members' matters for AGM

       8. 340B. Traded companies: expenses of circulating members' matters to be dealt with at AGM

    5. Chapter 5 Additional requirements for quoted companies

       1. Website publication of poll results

          1. 341. Results of poll to be made available on website

       2. Independent report on poll

          1. 342. Members' power to require independent report on poll

          2. 343. Appointment of independent assessor

          3. 344. Independence requirement

          4. 345. Meaning of “associate”

          5. 346. Effect of appointment of a partnership

          6. 347. The independent assessor's report

          7. 348. Rights of independent assessor: right to attend meeting etc

          8. 349. Rights of independent assessor: right to information

          9. 350. Offences relating to provision of information

          10. 351. Information to be made available on website

       3. Supplementary

          1. 352. Application of provisions to class meetings

          2. 353. Requirements as to website availability

          3. 354. Power to limit or extend the types of company to which provisions of this Chapter apply

    6. Chapter 6 Records of resolutions and meetings

       1. 355. Records of resolutions and meetings etc

       2. 356. Records as evidence of resolutions etc

       3. 357. Records of decisions by sole member

       4. 358. Inspection of records of resolutions and meetings

       5. 359. Records of resolutions and meetings of class of members

    7. Chapter 7 Supplementary provisions

       1. 360. Computation of periods of notice etc: clear day rule

       2. 360A. Electronic meetings and voting

       3. 360B. Traded companies: requirements for participating in and voting at general meetings

       4. 360C. Meaning of “traded company”

       5. 361. Meaning of “quoted company”

15. Part 14 Control of political donations and expenditure

    1. Introductory

       1. 362. Introductory

    2. Donations and expenditure to which this Part applies

       1. 363. Political parties, organisations etc to which this Part applies

       2. 364. Meaning of “political donation”

       3. 365. Meaning of “political expenditure”

    3. Authorisation required for donations or expenditure

       1. 366. Authorisation required for donations or expenditure

       2. 367. Form of authorising resolution

       3. 368. Period for which resolution has effect

    4. Remedies in case of unauthorised donations or expenditure

       1. 369. Liability of directors in case of unauthorised donation or expenditure

       2. 370. Enforcement of directors' liabilities by shareholder action

       3. 371. Enforcement of directors' liabilities by shareholder action: supplementary

       4. 372. Costs of shareholder action

       5. 373. Information for purposes of shareholder action

    5. Exemptions

       1. 374. Trade unions

       2. 375. Subscription for membership of trade association

       3. 376. All-party parliamentary groups

       4. 377. Political expenditure exempted by order

       5. 378. Donations not amounting to more than £5,000 in any twelve month period

    6. Supplementary provisions

       1. 379. Minor definitions

16. Part 15 Accounts and reports

    1. Chapter 1 Introduction

       1. General

          1. 380. Scheme of this Part

       2. Companies subject to the small companies regime

          1. 381. Companies subject to the small companies regime

          2. 382. Companies qualifying as small: general

          3. 383. Companies qualifying as small: parent companies

          4. 384. Companies excluded from the small companies regime

       3. Quoted and unquoted companies

          1. 385. Quoted and unquoted companies

    2. Chapter 2 Accounting records

       1. 386. Duty to keep accounting records

       2. 387. Duty to keep accounting records: offence

       3. 388. Where and for how long records to be kept

       4. 389. Where and for how long records to be kept: offences

    3. Chapter 3 A company's financial year

       1. 390. A company's financial year

       2. 391. Accounting reference periods and accounting reference date

       3. 392. Alteration of accounting reference date

    4. Chapter 4 Annual accounts

       1. General

          1. 393. Accounts to give true and fair view

       2. Individual accounts

          1. 394. Duty to prepare individual accounts

          2. 394A. Individual accounts: exemption for dormant subsidiaries

          3. 394B. Companies excluded from the dormant subsidiaries exemption

          4. 394C. Dormant subsidiaries exemption: parent undertaking declaration of guarantee

          5. 395. Individual accounts: applicable accounting framework

          6. 396. Companies Act individual accounts

          7. 397. IAS individual accounts

       3. Group accounts: small companies

          1. 398. Option to prepare group accounts

       4. Group accounts: other companies

          1. 399. Duty to prepare group accounts

          2. 400. Exemption for company included in EEA group accounts of larger group

          3. 401. Exemption for company included in non-EEA group accounts of larger group

          4. 402. Exemption if no subsidiary undertakings need be included in the consolidation

       5. Group accounts: general

          1. 403. Group accounts: applicable accounting framework

          2. 404. Companies Act group accounts

          3. 405. Companies Act group accounts: subsidiary undertakings included in the consolidation

          4. 406. IAS group accounts

          5. 407. Consistency of financial reporting within group

          6. 408. Individual profit and loss account where group accounts prepared

       6. Information to be given in notes to the accounts

          1. 409. Information about related undertakings

          2. 410. Information about related undertakings: alternative compliance

          3. 410A. Information about off-balance sheet arrangements

          4. 411. Information about employee numbers and costs

          5. 412. Information about directors' benefits: remuneration

          6. 413. Information about directors' benefits: advances, credit and guarantees

       7. Approval and signing of accounts

          1. 414. Approval and signing of accounts

    5. Chapter 5 Directors' report

       1. Directors' report

          1. 415. Duty to prepare directors' report

          2. 415A. Directors' report: small companies exemption

          3. 416. Contents of directors' report: general

          4. 417. Contents of directors' report: business review

          5. 418. Contents of directors' report: statement as to disclosure to auditors

          6. 419. Approval and signing of directors' report

          7. 419A. Approval and signing of separate corporate governance statement

    6. Chapter 6 Quoted companies: directors' remuneration report

       1. 420. Duty to prepare directors' remuneration report

       2. 421. Contents of directors' remuneration report

       3. 422. Approval and signing of directors' remuneration report

       4. 422A. Revisions to directors' remuneration policy

    7. Chapter 7 Publication of accounts and reports

       1. Duty to circulate copies of accounts and reports

          1. 423. Duty to circulate copies of annual accounts and reports

          2. 424. Time allowed for sending out copies of accounts and reports

          3. 425. Default in sending out copies of accounts and reports: offences

       2. Option to provide summary financial statement

          1. 426. Option to provide summary financial statement

          2. 427. Form and contents of summary financial statement: unquoted companies

          3. 428. Form and contents of summary financial statement: quoted companies

          4. 429. Summary financial statements: offences

       3. Quoted companies: requirements as to website publication

          1. 430. Quoted companies: annual accounts and reports to be made available on website

       4. Right of member or debenture holder to demand copies of accounts and reports

          1. 431. Right of member or debenture holder to copies of accounts and reports: unquoted companies

          2. 432. Right of member or debenture holder to copies of accounts and reports: quoted companies

       5. Requirements in connection with publication of accounts and reports

          1. 433. Name of signatory to be stated in published copies of accounts and reports

          2. 434. Requirements in connection with publication of statutory accounts

          3. 435. Requirements in connection with publication of non-statutory accounts

          4. 436. Meaning of “publication” in relation to accounts and reports

    8. Chapter 8 Public companies: laying of accounts and reports before general meeting

       1. 437. Public companies: laying of accounts and reports before general meeting

       2. 438. Public companies: offence of failure to lay accounts and reports

    9. Chapter 9 Quoted companies: members' approval of directors' remuneration report

       1. 439. Quoted companies: members' approval of directors' remuneration report

       2. 440. Quoted companies: offences in connection with procedure for approval

    10. Chapter 10 Filing of accounts and reports

        1. Duty to file accounts and reports

           1. 441. Duty to file accounts and reports with the registrar

           2. 442. Period allowed for filing accounts

           3. 443. Calculation of period allowed

        2. Filing obligations of different descriptions of company

           1. 444. Filing obligations of companies subject to small companies regim

           2. 444A. Filing obligations of companies entitled to small companies exemption in relation to directors' report

           3. 445. Filing obligations of medium-sized companies

           4. 446. Filing obligations of unquoted companies

           5. 447. Filing obligations of quoted companies

           6. 448. Unlimited companies exempt from obligation to file accounts

           7. 448A. Dormant subsidiaries exempt from obligation to file accounts

           8. 448B. Companies excluded from the dormant subsidiaries exemption

           9. 448C. Dormant subsidiaries filing exemption: parent undertaking declaration of guarantee

        3. Requirements where abbreviated accounts delivered

           1. 449. Special auditor's report where abbreviated accounts delivered

           2. 450. Approval and signing of abbreviated accounts

        4. Failure to file accounts and reports

           1. 451. Default in filing accounts and reports: offences

           2. 452. Default in filing accounts and reports: court order

           3. 453. Civil penalty for failure to file accounts and reports

    11. Chapter 11 Revision of defective accounts and reports

        1. Voluntary revision

           1. 454. Voluntary revision of accounts etc

        2. Secretary of State's notice

           1. 455. Secretary of State's notice in respect of accounts or reports

        3. Application to court

           1. 456. Application to court in respect of defective accounts or reports

           2. 457. Other persons authorised to apply to the court

           3. 458. Disclosure of information by tax authorities

        4. Power of authorised person to require documents etc

           1. 459. Power of authorised person to require documents, information and explanations

           2. 460. Restrictions on disclosure of information obtained under compulsory powers

           3. 461. Permitted disclosure of information obtained under compulsory powers

           4. 462. Power to amend categories of permitted disclosure

    12. Chapter 12 Supplementary provisions

        1. Liability for false or misleading statements in reports

           1. 463. Liability for false or misleading statements in reports

        2. Accounting and reporting standards

           1. 464. Accounting standards

        3. Companies qualifying as medium-sized

           1. 465. Companies qualifying as medium-sized: general

           2. 466. Companies qualifying as medium-sized: parent companies

           3. 467. Companies excluded from being treated as medium-sized

        4. General power to make further provision about accounts and reports

           1. 468. General power to make further provision about accounts and reports

        5. Other supplementary provisions

           1. 469. Preparation and filing of accounts in euros

           2. 470. Power to apply provisions to banking partnerships

           3. 471. Meaning of “annual accounts” and related expressions

           4. 472. Notes to the accounts

           5. 472A. Meaning of “corporate governance statement” etc

           6. 473. Parliamentary procedure for certain regulations under this Part

           7. 474. Minor definitions

17. Part 16 Audit

    1. Chapter 1 Requirement for audited accounts

       1. Requirement for audited accounts

          1. 475. Requirement for audited accounts

          2. 476. Right of members to require audit

       2. Exemption from audit: small companies

          1. 477. Small companies: conditions for exemption from audit

          2. 478. Companies excluded from small companies exemption

          3. 479. Availability of small companies exemption in case of group company

       3. Exemption from audit: qualifying subsidiaries

          1. 479A. Subsidiary companies: conditions for exemption from audit

          2. 479B. Companies excluded from the subsidiary companies audit exemption

          3. 479C. Subsidiary companies audit exemption: parent undertaking declaration of guarantee

       4. Exemption from audit: dormant companies

          1. 480. Dormant companies: conditions for exemption from audit

          2. 481. Companies excluded from dormant companies exemption

       5. Companies subject to public sector audit

          1. 482. Non-profit-making companies subject to public sector audit

          2. 483. Scottish public sector companies: audit by Auditor General for Scotland

       6. General power of amendment by regulations

          1. 484. General power of amendment by regulations

    2. Chapter 2 Appointment of auditors

       1. Private companies

          1. 485. Appointment of auditors of private company: general

          2. 486. Appointment of auditors of private company: default power of Secretary of State

          3. 487. Term of office of auditors of private company

          4. 488. Prevention by members of deemed re-appointment of auditor

       2. Public companies

          1. 489. Appointment of auditors of public company: general

          2. 490. Appointment of auditors of public company: default power of Secretary of State

          3. 491. Term of office of auditors of public company

       3. General provisions

          1. 492. Fixing of auditor's remuneration

          2. 493. Disclosure of terms of audit appointment

          3. 494. Disclosure of services provided by auditor or associates and related remuneration

    3. Chapter 3 Functions of auditor

       1. Auditor's report

          1. 495. Auditor's report on company's annual accounts

          2. 496. Auditor's report on directors' report

          3. 497. Auditor's report on auditable part of directors' remuneration report

          4. 497A. Auditor's report on separate corporate governance statement

       2. Duties and rights of auditors

          1. 498. Duties of auditor

          2. 498A. Auditor's duties in relation to separate corporate governance statement

          3. 499. Auditor's general right to information

          4. 500. Auditor's right to information from overseas subsidiaries

          5. 501. Auditor's rights to information: offences

          6. 502. Auditor's rights in relation to resolutions and meetings

       3. Signature of auditor's report

          1. 503. Signature of auditor's report

          2. 504. Senior statutory auditor

          3. 505. Names to be stated in published copies of auditor's report

          4. 506. Circumstances in which names may be omitted

       4. Offences in connection with auditor's report

          1. 507. Offences in connection with auditor's report

          2. 508. Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland

          3. 509. Guidance for regulatory authorities: Scotland

    4. Chapter 4 Removal, resignation, etc of auditors

       1. Removal of auditor

          1. 510. Resolution removing auditor from office

          2. 511. Special notice required for resolution removing auditor from office

          3. 512. Notice to registrar of resolution removing auditor from office

          4. 513. Rights of auditor who has been removed from office

       2. Failure to re-appoint auditor

          1. 514. Failure to re-appoint auditor: special procedure required for written resolution

          2. 515. Failure to re-appoint auditor: special notice required for resolution at general meeting

       3. Resignation of auditor

          1. 516. Resignation of auditor

          2. 517. Notice to registrar of resignation of auditor

          3. 518. Rights of resigning auditor

       4. Statement by auditor on ceasing to hold office

          1. 519. Statement by auditor to be deposited with company

          2. 520. Company's duties in relation to statement

          3. 521. Copy of statement to be sent to registrar

          4. 522. Duty of auditor to notify appropriate audit authority

          5. 523. Duty of company to notify appropriate audit authority

          6. 524. Information to be given to accounting authorities

          7. 525. Meaning of “appropriate audit authority” and “major audit”

       5. Supplementary

          1. 526. Effect of casual vacancies

    5. Chapter 5 Quoted companies: right of members to raise audit concerns at accounts meeting

       1. 527. Members' power to require website publication of audit concerns

       2. 528. Requirements as to website availability

       3. 529. Website publication: company's supplementary duties

       4. 530. Website publication: offences

       5. 531. Meaning of “quoted company”

    6. Chapter 6 Auditors' liability

       1. Voidness of provisions protecting auditors from liability

          1. 532. Voidness of provisions protecting auditors from liability

       2. Indemnity for costs of defending proceedings

          1. 533. Indemnity for costs of successfully defending proceedings

       3. Liability limitation agreements

          1. 534. Liability limitation agreements

          2. 535. Terms of liability limitation agreement

          3. 536. Authorisation of agreement by members of the company

          4. 537. Effect of liability limitation agreement

          5. 538. Disclosure of agreement by company

          6. 538A. Meaning of “corporate governance statement” etc

    7. Chapter 7 Supplementary provisions

       1. 539. Minor definitions

18. Part 17 A company's share capital

    1. Chapter 1 Shares and share capital of a company

       1. Shares

          1. 540. Shares

          2. 541. Nature of shares

          3. 542. Nominal value of shares

          4. 543. Numbering of shares

          5. 544. Transferability of shares

          6. 545. Companies having a share capital

          7. 546. Issued and allotted share capital

       2. Share capital

          1. 547. Called-up share capital

          2. 548. Equity share capital

    2. Chapter 2 Allotment of shares: general provisions

       1. Power of directors to allot shares

          1. 549. Exercise by directors of power to allot shares etc

          2. 550. Power of directors to allot shares etc: private company with only one class of shares

          3. 551. Power of directors to allot shares etc: authorisation by company

       2. Prohibition of commissions, discounts and allowances

          1. 552. General prohibition of commissions, discounts and allowances

          2. 553. Permitted commission

       3. Registration of allotment

          1. 554. Registration of allotment

       4. Return of allotment

          1. 555. Return of allotment by limited company

          2. 556. Return of allotment by unlimited company allotting new class of shares

          3. 557. Offence of failure to make return

       5. Supplementary provisions

          1. 558. When shares are allotted

          2. 559. Provisions about allotment not applicable to shares taken on formation

    3. Chapter 3 Allotment of equity securities: existing shareholders' right of pre-emption

       1. Introductory

          1. 560. Meaning of “equity securities” and related expressions

       2. Existing shareholders' right of pre-emption

          1. 561. Existing shareholders' right of pre-emption

          2. 562. Communication of pre-emption offers to shareholders

          3. 563. Liability of company and officers in case of contravention

       3. Exceptions to right of pre-emption

          1. 564. Exception to pre-emption right: bonus shares

          2. 565. Exception to pre-emption right: issue for non-cash consideration

          3. 566. Exception to pre-emption right: securities held under employees' share scheme

       4. Exclusion of right of pre-emption

          1. 567. Exclusion of requirements by private companies

          2. 568. Exclusion of pre-emption right: articles conferring corresponding right

       5. Disapplication of pre-emption rights

          1. 569. Disapplication of pre-emption rights: private company with only one class of shares

          2. 570. Disapplication of pre-emption rights: directors acting under general authorisation

          3. 571. Disapplication of pre-emption rights by special resolution

          4. 572. Liability for false statement in directors' statement

          5. 573. Disapplication of pre-emption rights: sale of treasury shares

       6. Supplementary

          1. 574. References to holder of shares in relation to offer

          2. 575. Saving for other restrictions on offer or allotment

          3. 576. Saving for certain older pre-emption requirements

          4. 577. Provisions about pre-emption not applicable to shares taken on formation

    4. Chapter 4 Public companies: allotment where issue not fully subscribed

       1. 578. Public companies: allotment where issue not fully subscribed

       2. 579. Public companies: effect of irregular allotment where issue not fully subscribed

    5. Chapter 5 Payment for shares

       1. General rules

          1. 580. Shares not to be allotted at a discount

          2. 581. Provision for different amounts to be paid on shares

          3. 582. General rule as to means of payment

          4. 583. Meaning of payment in cash

       2. Additional rules for public companies

          1. 584. Public companies: shares taken by subscribers of memorandum

          2. 585. Public companies: must not accept undertaking to do work or perform services

          3. 586. Public companies: shares must be at least one-quarter paid up

          4. 587. Public companies: payment by long-term undertaking

       3. Supplementary provisions

          1. 588. Liability of subsequent holders of shares

          2. 589. Power of court to grant relief

          3. 590. Penalty for contravention of this Chapter

          4. 591. Enforceability of undertakings to do work etc

          5. 592. The appropriate rate of interest

    6. Chapter 6 Public companies: independent valuation of non-cash consideration

       1. Non-cash consideration for shares

          1. 593. Public company: valuation of non-cash consideration for shares

          2. 594. Exception to valuation requirement: arrangement with another company

          3. 595. Exception to valuation requirement: merger

          4. 596. Non-cash consideration for shares: requirements as to valuation and report

          5. 597. Copy of report to be delivered to registrar

       2. Transfer of non-cash asset in initial period

          1. 598. Public company: agreement for transfer of non-cash asset in initial period

          2. 599. Agreement for transfer of non-cash asset: requirement of independent valuation

          3. 600. Agreement for transfer of non-cash asset: requirements as to valuation and report

          4. 601. Agreement for transfer of non-cash asset: requirement of approval by members

          5. 602. Copy of resolution to be delivered to registrar

          6. 603. Adaptation of provisions in relation to company re-registering as public

          7. 604. Agreement for transfer of non-cash asset: effect of contravention

       3. Supplementary provisions

          1. 605. Liability of subsequent holders of shares

          2. 606. Power of court to grant relief

          3. 607. Penalty for contravention of this Chapter

          4. 608. Enforceability of undertakings to do work etc

          5. 609. The appropriate rate of interest

    7. Chapter 7 Share premiums

       1. The share premium account

          1. 610. Application of share premiums

       2. Relief from requirements as to share premiums

          1. 611. Group reconstruction relief

          2. 612. Merger relief

          3. 613. Merger relief: meaning of 90% equity holding

          4. 614. Power to make further provision by regulations

          5. 615. Relief may be reflected in company's balance sheet

       3. Supplementary provisions

          1. 616. Interpretation of this Chapter

    8. Chapter 8 Alteration of share capital

       1. How share capital may be altered

          1. 617. Alteration of share capital of limited company

       2. Subdivision or consolidation of shares

          1. 618. Sub-division or consolidation of shares

          2. 619. Notice to registrar of sub-division or consolidation

       3. Reconversion of stock into shares

          1. 620. Reconversion of stock into shares

          2. 621. Notice to registrar of reconversion of stock into shares

       4. Redenomination of share capital

          1. 622. Redenomination of share capital

          2. 623. Calculation of new nominal values

          3. 624. Effect of redenomination

          4. 625. Notice to registrar of redenomination

          5. 626. Reduction of capital in connection with redenomination

          6. 627. Notice to registrar of reduction of capital in connection with redenomination

          7. 628. Redenomination reserve

    9. Chapter 9 Classes of share and class rights

       1. Introductory

          1. 629. Classes of shares

       2. Variation of class rights

          1. 630. Variation of class rights: companies having a share capital

          2. 631. Variation of class rights: companies without a share capital

          3. 632. Variation of class rights: saving for court's powers under other provisions

          4. 633. Right to object to variation: companies having a share capital

          5. 634. Right to object to variation: companies without a share capital

          6. 635. Copy of court order to be forwarded to the registrar

       3. Matters to be notified to the registrar

          1. 636. Notice of name or other designation of class of shares

          2. 637. Notice of particulars of variation of rights attached to shares

          3. 638. Notice of new class of members

          4. 639. Notice of name or other designation of class of members

          5. 640. Notice of particulars of variation of class rights

    10. Chapter 10 Reduction of share capital

        1. Introductory

           1. 641. Circumstances in which a company may reduce its share capital

        2. Private companies: reduction of capital supported by solvency statement

           1. 642. Reduction of capital supported by solvency statement

           2. 643. Solvency statement

           3. 644. Registration of resolution and supporting documents

        3. Reduction of capital confirmed by the court

           1. 645. Application to court for order of confirmation

           2. 646. Creditors entitled to object to reduction

           3. 647. Offences in connection with list of creditors

           4. 648. Court order confirming reduction

           5. 649. Registration of order and statement of capital

        4. Public company reducing capital below authorised minimum

           1. 650. Public company reducing capital below authorised minimum

           2. 651. Expedited procedure for re-registration as a private company

        5. Effect of reduction of capital

           1. 652. Liability of members following reduction of capital

           2. 653. Liability to creditor in case of omission from list of creditors

    11. Chapter 11 Miscellaneous and supplementary provisions

        1. 654. Treatment of reserve arising from reduction of capital

        2. 655. Shares no bar to damages against company

        3. 656. Public companies: duty of directors to call meeting on serious loss of capital

        4. 657. General power to make further provision by regulations

19. Part 18 Acquisition by limited company of its own shares

    1. Chapter 1 General provisions

       1. Introductory

          1. 658. General rule against limited company acquiring its own shares

          2. 659. Exceptions to general rule

       2. Shares held by company's nominee

          1. 660. Treatment of shares held by nominee

          2. 661. Liability of others where nominee fails to make payment in respect of shares

       3. Shares held by or for public company

          1. 662. Duty to cancel shares in public company held by or for the company

          2. 663. Notice of cancellation of shares

          3. 664. Re-registration as private company in consequence of cancellation

          4. 665. Issue of certificate of incorporation on re-registration

          5. 666. Effect of failure to re-register

          6. 667. Offence in case of failure to cancel shares or re-register

          7. 668. Application of provisions to company re-registering as public company

          8. 669. Transfer to reserve on acquisition of shares by public company or nominee

       4. Charges of public company on own shares

          1. 670. Public companies: general rule against lien or charge on own shares

       5. Supplementary provisions

          1. 671. Interests to be disregarded in determining whether company has beneficial interest

          2. 672. Residual interest under pension scheme or employees' share scheme

          3. 673. Employer's charges and other rights of recovery

          4. 674. Rights as personal representative or trustee

          5. 675. Meaning of “pension scheme”

          6. 676. Application of provisions to directors

    2. Chapter 2 Financial assistance for purchase of own shares

       1. Introductory

          1. 677. Meaning of “financial assistance”

       2. Circumstances in which financial assistance prohibited

          1. 678. Assistance for acquisition of shares in public company

          2. 679. Assistance by public company for acquisition of shares in its private holding company

          3. 680. Prohibited financial assistance an offence

       3. Exceptions from prohibition

          1. 681. Unconditional exceptions

          2. 682. Conditional exceptions

       4. Supplementary

          1. 683. Definitions for this Chapter

    3. Chapter 3 Redeemable shares

       1. 684. Power of limited company to issue redeemable shares

       2. 685. Terms and manner of redemption

       3. 686. Payment for redeemable shares

       4. 687. Financing of redemption

       5. 688. Redeemed shares treated as cancelled

       6. 689. Notice to registrar of redemption

    4. Chapter 4 Purchase of own shares

       1. General provisions

          1. 690. Power of limited company to purchase own shares

          2. 691. Payment for purchase of own shares

          3. 692. Financing of purchase of own shares

       2. Authority for purchase of own shares

          1. 693. Authority for purchase of own shares

          2. 693A. Authority for off-market purchase for the purposes of or pursuant to an employees' share scheme

       3. Authority for off-market purchase

          1. 694. Authority for off-market purchase

          2. 695. Resolution authorising off-market purchase: exercise of voting rights

          3. 696. Resolution authorising off-market purchase: disclosure of details of contract

          4. 697. Variation of contract for off-market purchase

          5. 698. Resolution authorising variation: exercise of voting rights

          6. 699. Resolution authorising variation: disclosure of details of variation

          7. 700. Release of company's rights under contract for off-market purchase

       4. Authority for market purchase

          1. 701. Authority for market purchase

       5. Supplementary provisions

          1. 702. Copy of contract or memorandum to be available for inspection

          2. 703. Enforcement of right to inspect copy or memorandum

          3. 704. No assignment of company's right to purchase own shares

          4. 705. Payments apart from purchase price to be made out of distributable profits

          5. 706. Treatment of shares purchased

          6. 707. Return to registrar of purchase of own shares

          7. 708. Notice to registrar of cancellation of shares

    5. Chapter 5 Redemption or purchase by private company out of capital

       1. Introductory

          1. 709. Power of private limited company to redeem or purchase own shares out of capital

       2. The permissible capital payment

          1. 710. The permissible capital payment

          2. 711. Available profits

          3. 712. Determination of available profits

       3. Requirements for payment out of capital

          1. 713. Requirements for payment out of capital

          2. 714. Directors' statement and auditor's report

          3. 715. Directors' statement: offence if no reasonable grounds for opinion

          4. 716. Payment to be approved by special resolution

          5. 717. Resolution authorising payment: exercise of voting rights

          6. 718. Resolution authorising payment: disclosure of directors' statement and auditor's report

          7. 719. Public notice of proposed payment

          8. 720. Directors' statement and auditor's report to be available for inspection

       4. Requirements for payment out of capital: employees' share schemes

          1. 720A. Reduced requirements for payment out of capital for purchase of own shares for the purposes of or pursuant to an employees' share scheme

          2. 720B. Registration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees' share scheme

       5. Objection to payment by members or creditors

          1. 721. Application to court to cancel resolution

          2. 722. Notice to registrar of court application or order

       6. Supplementary provisions

          1. 723. When payment out of capital to be made

    6. Chapter 6 Treasury shares

       1. 724. Treasury shares

       2. 725. Treasury shares: maximum holdings

       3. 726. Treasury shares: exercise of rights

       4. 727. Treasury shares: disposal

       5. 728. Treasury shares: notice of disposal

       6. 729. Treasury shares: cancellation

       7. 730. Treasury shares: notice of cancellation

       8. 731. Treasury shares: treatment of proceeds of sale

       9. 732. Treasury shares: offences

    7. Chapter 7 Supplementary provisions

       1. 733. The capital redemption reserve

       2. 734. Accounting consequences of payment out of capital

       3. 735. Effect of company's failure to redeem or purchase

       4. 736. Meaning of “distributable profits”

       5. 737. General power to make further provision by regulations

20. Part 19 Debentures

    1. General provisions

       1. 738. Meaning of “debenture”

       2. 739. Perpetual debentures

       3. 740. Enforcement of contract to subscribe for debentures

       4. 741. Registration of allotment of debentures

       5. 742. Debentures to bearer (Scotland)

    2. Register of debenture holders

       1. 743. Register of debenture holders

       2. 744. Register of debenture holders: right to inspect and require copy

       3. 745. Register of debenture holders: response to request for inspection or copy

       4. 746. Register of debenture holders: refusal of inspection or default in providing copy

       5. 747. Register of debenture holders: offences in connection with request for or disclosure of information

       6. 748. Time limit for claims arising from entry in register

    3. Supplementary provisions

       1. 749. Right of debenture holder to copy of deed

       2. 750. Liability of trustees of debentures

       3. 751. Liability of trustees of debentures: saving for certain older provisions

       4. 752. Power to re-issue redeemed debentures

       5. 753. Deposit of debentures to secure advances

       6. 754. Priorities where debentures secured by floating charge

21. Part 20 Private and public companies

    1. Chapter 1 Prohibition of public offers by private companies

       1. 755. Prohibition of public offers by private company

       2. 756. Meaning of “offer to the public”

       3. 757. Enforcement of prohibition: order restraining proposed contravention

       4. 758. Enforcement of prohibition: orders available to the court after contravention

       5. 759. Enforcement of prohibition: remedial order

       6. 760. Validity of allotment etc not affected

    2. Chapter 2 Minimum share capital requirement for public companies

       1. 761. Public company: requirement as to minimum share capital

       2. 762. Procedure for obtaining certificate

       3. 763. The authorised minimum

       4. 764. Power to alter authorised minimum

       5. 765. Authorised minimum: application of initial requirement

       6. 766. Authorised minimum: application where shares denominated in different currencies etc

       7. 767. Consequences of doing business etc without a trading certificate

22. Part 21 Certification and transfer of securities

    1. Chapter 1 Certification and transfer of securities: general

       1. Share certificates

          1. 768. Share certificate to be evidence of title

       2. Issue of certificates etc on allotment

          1. 769. Duty of company as to issue of certificates etc on allotment

       3. Transfer of securities

          1. 770. Registration of transfer

          2. 771. Procedure on transfer being lodged

          3. 772. Transfer of shares on application of transferor

          4. 773. Execution of share transfer by personal representative

          5. 774. Evidence of grant of probate etc

          6. 775. Certification of instrument of transfer

       4. Issue of certificates etc on transfer

          1. 776. Duty of company as to issue of certificates etc on transfer

          2. 777. Issue of certificates etc: cases within the Stock Transfer Act 1982

       5. Issue of certificates etc on allotment or transfer to financial institution

          1. 778. Issue of certificates etc: allotment or transfer to financial institution

       6. Share warrants

          1. 779. Issue and effect of share warrant to bearer

          2. 780. Duty of company as to issue of certificates on surrender of share warrant

          3. 781. Offences in connection with share warrants (Scotland)

       7. Supplementary provisions

          1. 782. Issue of certificates etc: court order to make good default

    2. Chapter 2 Evidencing and transfer of title to securities without written instrument

       1. Introductory

          1. 783. Scope of this Chapter

          2. 784. Power to make regulations

       2. Powers exercisable

          1. 785. Provision enabling procedures for evidencing and transferring title

          2. 786. Provision enabling or requiring arrangements to be adopted

          3. 787. Provision enabling or requiring arrangements to be adopted: order-making powers

       3. Supplementary

          1. 788. Provision that may be included in regulations

          2. 789. Duty to consult

          3. 790. Resolutions to be forwarded to registrar

23. Part 22 Information about interests in a company's shares

    1. Introductory

       1. 791. Companies to which this Part applies

       2. 792. Shares to which this Part applies

    2. Notice requiring information about interests in shares

       1. 793. Notice by company requiring information about interests in its shares

       2. 794. Notice requiring information: order imposing restrictions on shares

       3. 795. Notice requiring information: offences

       4. 796. Notice requiring information: persons exempted from obligation to comply

    3. Orders imposing restrictions on shares

       1. 797. Consequences of order imposing restrictions

       2. 798. Penalty for attempted evasion of restrictions

       3. 799. Relaxation of restrictions

       4. 800. Removal of restrictions

       5. 801. Order for sale of shares

       6. 802. Application of proceeds of sale under court order

    4. Power of members to require company to act

       1. 803. Power of members to require company to act

       2. 804. Duty of company to comply with requirement

       3. 805. Report to members on outcome of investigation

       4. 806. Report to members: offences

       5. 807. Right to inspect and request copy of reports

    5. Register of interests disclosed

       1. 808. Register of interests disclosed

       2. 809. Register to be kept available for inspection

       3. 810. Associated index

       4. 811. Rights to inspect and require copy of entries

       5. 812. Court supervision of purpose for which rights may be exercised

       6. 813. Register of interests disclosed: refusal of inspection or default in providing copy

       7. 814. Register of interests disclosed: offences in connection with request for or disclosure of information

       8. 815. Entries not to be removed from register

       9. 816. Removal of entries from register: old entries

       10. 817. Removal of entries from register: incorrect entry relating to third party

       11. 818. Adjustment of entry relating to share acquisition agreement

       12. 819. Duty of company ceasing to be public company

    6. Meaning of interest in shares

       1. 820. Interest in shares: general

       2. 821. Interest in shares: right to subscribe for shares

       3. 822. Interest in shares: family interests

       4. 823. Interest in shares: corporate interests

       5. 824. Interest in shares: agreement to acquire interests in a particular company

       6. 825. Extent of obligation in case of share acquisition agreement

    7. Other supplementary provisions

       1. 826. Information protected from wider disclosure

       2. 827. Reckoning of periods for fulfilling obligations

       3. 828. Power to make further provision by regulations

24. Part 23 Distributions

    1. Chapter 1 Restrictions on when distributions may be made

       1. Introductory

          1. 829. Meaning of “distribution”

       2. General rules

          1. 830. Distributions to be made only out of profits available for the purpose

          2. 831. Net asset restriction on distributions by public companies

       3. Distributions by investment companies

          1. 832. Distributions by investment companies out of accumulated revenue profits

          2. 833. Meaning of “investment company”

          3. 834. Investment company: condition as to holdings in other companies

          4. 835. Power to extend provisions relating to investment companies

    2. Chapter 2 Justification of distribution by reference to accounts

       1. Justification of distribution by reference to accounts

          1. 836. Justification of distribution by reference to relevant accounts

       2. Requirements applicable in relation to relevant accounts

          1. 837. Requirements where last annual accounts used

          2. 838. Requirements where interim accounts used

          3. 839. Requirements where initial accounts used

       3. Application of provisions to successive distributions etc

          1. 840. Successive distributions etc by reference to the same accounts

    3. Chapter 3 Supplementary provisions

       1. Accounting matters

          1. 841. Realised losses and profits and revaluation of fixed assets

          2. 842. Determination of profit or loss in respect of asset where records incomplete

          3. 843. Realised profits and losses of long-term insurance business

          4. 844. Treatment of development costs

       2. Distributions in kind

          1. 845. Distributions in kind: determination of amount

          2. 846. Distributions in kind: treatment of unrealised profits

       3. Consequences of unlawful distribution

          1. 847. Consequences of unlawful distribution

       4. Other matters

          1. 848. Saving for certain older provisions in articles

          2. 849. Restriction on application of unrealised profits

          3. 850. Treatment of certain older profits or losses

          4. 851. Application of rules of law restricting distributions

          5. 852. Saving for other restrictions on distributions

          6. 853. Minor definitions

25. Part 24 A company's annual return

    1. 854. Duty to deliver annual returns

    2. 855. Contents of annual return: general

    3. 855A. Required particulars of directors and secretaries

    4. 856. Contents of annual return: information about share capital and shareholders

    5. 856A. Contents of annual return: information about shareholders: non-traded companies

    6. 856B. Contents of annual return: information about shareholders: traded companies

    7. 857. Contents of annual return: power to make further provision by regulations

    8. 858. Failure to deliver annual return

    9. 859. Application of provisions to shadow directors

26. Part 25 Company charges

    1. CHAPTER A1 Registration of company charges

       1. Company charges

          1. 859A. Charges created by a company

          2. 859B. Charge in series of debentures

          3. 859C. Charges existing on property or undertaking acquired

          4. 859D. Particulars to be delivered to registrar

          5. 859E. Date of creation of charge

          6. 859F. Extension of period allowed for delivery

          7. 859G. Personal information etc in certified copies

       2. Consequence of non-delivery

          1. 859H. Consequence of failure to deliver charges

       3. The register

          1. 859I. Entries on the register

          2. 859J. Company holding property or undertaking as trustee

          3. 859K. Registration of enforcement of security

          4. 859L. Entries of satisfaction and release

          5. 859M. Rectification of register

          6. 859N. Replacement of instrument or debenture

          7. 859O. Notification of addition to or amendment of charge

       4. Companies' records and registers

          1. 859P. Companies to keep copies of instruments creating and amending charges

          2. 859Q. Instruments creating charges to be available for inspection

    2. Chapter 1 Companies registered in England and Wales or in Northern Ireland

       1. Requirement to register company charges

          1. 860. Charges created by a company

          2. 861. Charges which have to be registered: supplementary

          3. 862. Charges existing on property acquired

       2. Special rules about debentures

          1. 863. Charge in series of debentures

          2. 864. Additional registration requirement for commission etc in relation to debentures

          3. 865. Endorsement of certificate on debentures

       3. Charges in other jurisdictions

          1. 866. Charges created in, or over property in, jurisdictions outside the United Kingdom

          2. 867. Charges created in, or over property in, another United Kingdom jurisdiction

       4. Orders charging land: Northern Ireland

          1. 868. Northern Ireland: registration of certain charges etc. affecting land

       5. The register of charges

          1. 869. Register of charges to be kept by registrar

          2. 870. The period allowed for registration

          3. 871. Registration of enforcement of security

          4. 872. Entries of satisfaction and release

          5. 873. Rectification of register of charges

       6. Avoidance of certain charges

          1. 874. Consequence of failure to register charges created by a company

       7. Companies' records and registers

          1. 875. Companies to keep copies of instruments creating charges

          2. 876. Company's register of charges

          3. 877. Instruments creating charges and register of charges to be available for inspection

    3. Chapter 2 Companies registered in Scotland

       1. Charges requiring registration

          1. 878. Charges created by a company

          2. 879. Charges which have to be registered: supplementary

          3. 880. Duty to register charges existing on property acquired

          4. 881. Charge by way of ex facie absolute disposition, etc

       2. Special rules about debentures

          1. 882. Charge in series of debentures

          2. 883. Additional registration requirement for commission etc in relation to debentures

       3. Charges on property outside the United Kingdom

          1. 884. Charges on property outside United Kingdom

       4. The register of charges

          1. 885. Register of charges to be kept by registrar

          2. 886. The period allowed for registration

          3. 887. Entries of satisfaction and relief

          4. 888. Rectification of register of charges

       5. Avoidance of certain charges

          1. 889. Charges void unless registered

       6. Companies' records and registers

          1. 890. Copies of instruments creating charges to be kept by company

          2. 891. Company's register of charges

          3. 892. Instruments creating charges and register of charges to be available for inspection

    4. Chapter 3 Powers of the Secretary of State

       1. 893. Power to make provision for effect of registration in special register

       2. 894. General power to make amendments to this Part

27. Part 26 Arrangements and reconstructions

    1. Application of this Part

       1. 895. Application of this Part

    2. Meeting of creditors or members

       1. 896. Court order for holding of meeting

       2. 897. Statement to be circulated or made available

       3. 898. Duty of directors and trustees to provide information

    3. Court sanction for compromise or arrangement

       1. 899. Court sanction for compromise or arrangement

    4. Reconstructions and amalgamations

       1. 900. Powers of court to facilitate reconstruction or amalgamation

    5. Obligations of company with respect to articles etc

       1. 901. Obligations of company with respect to articles etc

28. Part 27 Mergers and divisions of public companies

    1. Chapter 1 Introductory

       1. 902. Application of this Part

       2. 903. Relationship of this Part to Part 26

    2. Chapter 2 Merger

       1. Introductory

          1. 904. Mergers and merging companies

       2. Requirements applicable to merger

          1. 905. Draft terms of scheme (merger)

          2. 906. Publication of draft terms (merger)

          3. 906A. Publication of draft terms on company website (merger)

          4. 907. Approval of members of merging companies

          5. 908. Directors' explanatory report (merger)

          6. 909. Expert's report (merger)

          7. 910. Supplementary accounting statement (merger)

          8. 911. Inspection of documents (merger)

          9. 911A. Publication of documents on company website (merger)

          10. 911B. Report on material changes of assets of merging companies

          11. 912. Approval of articles of new transferee company (merger)

          12. 913. Protection of holders of securities to which special rights attached (merger)

          13. 914. No allotment of shares to transferor company or its nominee (merger)

       3. Exceptions where shares of transferor company held by transferee company

          1. 915. Circumstances in which certain particulars and reports not required (merger)

          2. 915A. Other circumstances in which reports and inspection not required (merger)

          3. 916. Circumstances in which meeting of members of transferee company not required (merger)

          4. 917. Circumstances in which no meetings required (merger)

       4. Other exceptions

          1. 918. Other circumstances in which meeting of members of transferee company not required (merger)

          2. 918A. Agreement to dispense with expert's report (merger)

    3. Chapter 3 Division

       1. Introductory

          1. 919. Divisions and companies involved in a division

       2. Requirements to be complied with in case of division

          1. 920. Draft terms of scheme (division)

          2. 921. Publication of draft terms (division)

          3. 921A. Publication of draft terms on company website (division)

          4. 922. Approval of members of companies involved in the division

          5. 923. Directors' explanatory report (division)

          6. 924. Expert's report (division)

          7. 925. Supplementary accounting statement (division)

          8. 926. Inspection of documents (division)

          9. 926A. Publication of documents on company website (division)

          10. 927. Report on material changes of assets of transferor company (division)

          11. 928. Approval of articles of new transferee company (division)

          12. 929. Protection of holders of securities to which special rights attached (division)

          13. 930. No allotment of shares to transferor company or its nominee (division)

       3. Exceptions where shares of transferor company held by transferee company

          1. 931. Circumstances in which meeting of members of transferor company not required (division)

       4. Other exceptions

          1. 932. Circumstances in which meeting of members of transferee company not required (division)

          2. 933. Agreement to dispense with reports etc (division)

          3. 933A. Certain requirements excluded where shareholders given proportional rights (division)

          4. 934. Power of court to exclude certain requirements (division)

    4. Chapter 4 Supplementary provisions

       1. Expert's report and related matters

          1. 935. Expert's report: valuation by another person

          2. 936. Experts and valuers: independence requirement

          3. 937. Experts and valuers: meaning of “associate”

       2. Powers of the court

          1. 938. Power of court to summon meeting of members or creditors of existing transferee company

          2. 939. Court to fix date for transfer of undertaking etc of transferor company

       3. Liability of transferee companies

          1. 940. Liability of transferee companies for each other's defaults

       4. Disruption of websites

          1. 940A. Disregard of website failures beyond control of company

       5. Interpretation

          1. 941. Meaning of “liabilities” and “property”

29. Part 28 Takeovers etc

    1. Chapter 1 The Takeover Panel

       1. The Panel and its rules

          1. 942. The Panel

          2. 943. Rules

          3. 944. Further provisions about rules

          4. 945. Rulings

          5. 946. Directions

       2. Information

          1. 947. Power to require documents and information

          2. 948. Restrictions on disclosure

          3. 949. Offence of disclosure in contravention of section 948

       3. Co-operation

          1. 950. Panel's duty of co-operation

       4. Hearings and appeals

          1. 951. Hearings and appeals

       5. Contravention of rules etc

          1. 952. Sanctions

          2. 953. Failure to comply with rules about bid documentation

          3. 954. Compensation

          4. 955. Enforcement by the court

          5. 956. No action for breach of statutory duty etc

       6. Funding

          1. 957. Fees and charges

          2. 958. Levy

          3. 959. Recovery of fees, charges or levy

       7. Miscellaneous and supplementary

          1. 960. Panel as party to proceedings

          2. 961. Exemption from liability in damages

          3. 962. Privilege against self-incrimination

          4. 963. Annual reports

          5. 964. Amendments to Financial Services and Markets Act 2000

          6. 965. Power to extend to Isle of Man and Channel Islands

    2. Chapter 2 Impediments to takeovers

       1. Opting in and opting out

          1. 966. Opting in and opting out

          2. 967. Further provision about opting-in and opting-out resolutions

       2. Consequences of opting in

          1. 968. Effect on contractual restrictions

          2. 969. Power of offeror to require general meeting to be called

       3. Supplementary

          1. 970. Communication of decisions

          2. 971. Interpretation of this Chapter

          3. 972. Transitory provision

          4. 973. Power to extend to Isle of Man and Channel Islands

    3. Chapter 3 “Squeeze-out” and “Sell-out”

       1. Takeover offers

          1. 974. Meaning of “takeover offer”

          2. 975. Shares already held by the offeror etc

          3. 976. Cases where offer treated as being on same terms

          4. 977. Shares to which an offer relates

          5. 978. Effect of impossibility etc of communicating or accepting offer

       2. “Squeeze-out”

          1. 979. Right of offeror to buy out minority shareholder

          2. 980. Further provision about notices given under section 979

          3. 981. Effect of notice under section 979

          4. 982. Further provision about consideration held on trust under section 981(9)

       3. “Sell-out”

          1. 983. Right of minority shareholder to be bought out by offeror

          2. 984. Further provision about rights conferred by section 983

          3. 985. Effect of requirement under section 983

       4. Supplementary

          1. 986. Applications to the court

          2. 987. Joint offers

       5. Interpretation

          1. 988. Associates

          2. 989. Convertible securities

          3. 990. Debentures carrying voting rights

          4. 991. Interpretation

    4. Chapter 4 Amendments to Part 7 of the Companies Act 1985

       1. 992. Matters to be dealt with in directors' report

30. Part 29 Fraudulent trading

    1. 993. Offence of fraudulent trading

31. Part 30 Protection of members against unfair prejudice

    1. Main provisions

       1. 994. Petition by company member

       2. 995. Petition by Secretary of State

       3. 996. Powers of the court under this Part

    2. Supplementary provisions

       1. 997. Application of general rule-making powers

       2. 998. Copy of order affecting company's constitution to be delivered to registrar

       3. 999. Supplementary provisions where company's constitution altered

32. Part 31 Dissolution and restoration to the register

    1. Chapter 1 Striking off

       1. Registrar's power to strike off defunct company

          1. 1000. Power to strike off company not carrying on business or in operation

          2. 1001. Duty to act in case of company being wound up

          3. 1002. Supplementary provisions as to service of letter or notice

       2. Voluntary striking off

          1. 1003. Striking off on application by company

          2. 1004. Circumstances in which application not to be made: activities of company

          3. 1005. Circumstances in which application not to be made: other proceedings not concluded

          4. 1006. Copy of application to be given to members, employees, etc

          5. 1007. Copy of application to be given to new members, employees, etc

          6. 1008. Copy of application: provisions as to service of documents

          7. 1009. Circumstances in which application to be withdrawn

          8. 1010. Withdrawal of application

          9. 1011. Meaning of “creditor”

    2. Chapter 2 Property of dissolved company

       1. Property vesting as bona vacantia

          1. 1012. Property of dissolved company to be bona vacantia

          2. 1013. Crown disclaimer of property vesting as bona vacantia

          3. 1014. Effect of Crown disclaimer

       2. Effect of Crown disclaimer: England and Wales and Northern Ireland

          1. 1015. General effect of disclaimer

          2. 1016. Disclaimer of leaseholds

          3. 1017. Power of court to make vesting order

          4. 1018. Protection of persons holding under a lease

          5. 1019. Land subject to rentcharge

       3. Effect of Crown disclaimer: Scotland

          1. 1020. General effect of disclaimer

          2. 1021. Power of court to make vesting order

          3. 1022. Protection of persons holding under a lease

       4. Supplementary provisions

          1. 1023. Liability for rentcharge on company's land after dissolution

    3. Chapter 3 Restoration to the register

       1. Administrative restoration to the register

          1. 1024. Application for administrative restoration to the register

          2. 1025. Requirements for administrative restoration

          3. 1026. Application to be accompanied by statement of compliance

          4. 1027. Registrar's decision on application for administrative restoration

          5. 1028. Effect of administrative restoration

       2. Restoration to the register by the court

          1. 1029. Application to court for restoration to the register

          2. 1030. When application to the court may be made

          3. 1031. Decision on application for restoration by the court

          4. 1032. Effect of court order for restoration to the register

       3. Supplementary provisions

          1. 1033. Company's name on restoration

          2. 1034. Effect of restoration to the register where property has vested as bona vacantia

33. Part 32 Company investigations: amendments

    1. 1035. Powers of Secretary of State to give directions to inspectors

    2. 1036. Resignation, removal and replacement of inspectors

    3. 1037. Power to obtain information from former inspectors etc

    4. 1038. Power to require production of documents

    5. 1039. Disqualification orders: consequential amendments

34. Part 33 UK companies not formed under companies legislation

    1. Chapter 1 Companies not formed under companies legislation but authorised to register

       1. 1040. Companies authorised to register under this Act

       2. 1041. Definition of “joint stock company”

       3. 1042. Power to make provision by regulations

    2. Chapter 2 Unregistered companies

       1. 1043. Unregistered companies

35. Part 34 Overseas companies

    1. Introductory

       1. 1044. Overseas companies

       2. 1045. Company contracts and execution of documents by companies

    2. Registration of particulars

       1. 1046. Duty to register particulars

       2. 1047. Registered name of overseas company

       3. 1048. Registration under alternative name

    3. Other requirements

       1. 1049. Accounts and reports: general

       2. 1050. Accounts and reports: credit or financial institutions

       3. 1051. Trading disclosures

       4. 1052. Company charges

       5. 1053. Other returns etc

    4. Supplementary

       1. 1054. Offences

       2. 1055. Disclosure of individual's residential address: protection from disclosure

       3. 1056. Requirement to identify persons authorised to accept service of documents

       4. 1057. Registrar to whom returns, notices etc to be delivered

       5. 1058. Duty to give notice of ceasing to have registrable presence

       6. 1059. Application of provisions in case of relocation of branch

36. Part 35 The registrar of companies

    1. The registrar

       1. 1060. The registrar

       2. 1061. The registrar's functions

       3. 1062. The registrar's official seal

       4. 1063. Fees payable to registrar

    2. Certificates of incorporation

       1. 1064. Public notice of issue of certificate of incorporation

       2. 1065. Right to certificate of incorporation

    3. Registered numbers

       1. 1066. Company's registered numbers

       2. 1067. Registered numbers of branches of overseas company

    4. Delivery of documents to the registrar

       1. 1068. Registrar's requirements as to form, authentication and manner of delivery

       2. 1069. Power to require delivery by electronic means

       3. 1070. Agreement for delivery by electronic means

       4. 1071. Document not delivered until received

    5. Requirements for proper delivery

       1. 1072. Requirements for proper delivery

       2. 1073. Power to accept documents not meeting requirements for proper delivery

       3. 1074. Documents containing unnecessary material

       4. 1075. Informal correction of document

       5. 1076. Replacement of document not meeting requirements for proper delivery

    6. Public notice of receipt of certain documents

       1. 1077. Public notice of receipt of certain documents

       2. 1078. Documents subject to Directive disclosure requirements

       3. 1079. Effect of failure to give public notice

    7. The register

       1. 1080. The register

       2. 1081. Annotation of the register

       3. 1082. Allocation of unique identifiers

       4. 1083. Preservation of original documents

       5. 1084. Records relating to companies that have been dissolved etc

    8. Inspection etc of the register

       1. 1085. Inspection of the register

       2. 1086. Right to copy of material on the register

       3. 1087. Material not available for public inspection

       4. 1088. Application to registrar to make address unavailable for public inspection

       5. 1089. Form of application for inspection or copy

       6. 1090. Form and manner in which copies to be provided

       7. 1091. Certification of copies as accurate

       8. 1092. Issue of process for production of records kept by the registrar

    9. Correction or removal of material on the register

       1. 1093. Registrar's notice to resolve inconsistency on the register

       2. 1094. Administrative removal of material from the register

       3. 1095. Rectification of register on application to registrar

       4. 1096. Rectification of the register under court order

       5. 1097. Powers of court on ordering removal of material from the register

       6. 1098. Public notice of removal of certain material from the register

    10. The registrar's index of company names

        1. 1099. The registrar's index of company names

        2. 1100. Right to inspect index

        3. 1101. Power to amend enactments relating to bodies other than companies

    11. Language requirements: translation

        1. 1102. Application of language requirements

        2. 1103. Documents to be drawn up and delivered in English

        3. 1104. Documents relating to Welsh companies

        4. 1105. Documents that may be drawn up and delivered in other languages

        5. 1106. Voluntary filing of translations

        6. 1107. Certified translations

    12. Language requirements: transliteration

        1. 1108. Transliteration of names and addresses: permitted characters

        2. 1109. Transliteration of names and addresses: voluntary transliteration into Roman characters

        3. 1110. Transliteration of names and addresses: certification

    13. Supplementary provisions

        1. 1111. Registrar's requirements as to certification or verification

        2. 1112. General false statement offence

        3. 1113. Enforcement of company's filing obligations

        4. 1114. Application of provisions about documents and delivery

        5. 1115. Supplementary provisions relating to electronic communications

        6. 1116. Alternative to publication in the Gazette

        7. 1117. Registrar's rules

        8. 1118. Payments into the Consolidated Fund

        9. 1119. Contracting out of registrar's functions

        10. 1120. Application of this Part to overseas companies

37. Part 36 Offences under the Companies Acts

    1. Liability of officer in default

       1. 1121. Liability of officer in default

       2. 1122. Liability of company as officer in default

       3. 1123. Application to bodies other than companies

    2. Offences under the Companies Act 1985

       1. 1124. Amendments of the Companies Act 1985

    3. General provisions

       1. 1125. Meaning of “daily default fine”

       2. 1126. Consents required for certain prosecutions

       3. 1127. Summary proceedings: venue

       4. 1128. Summary proceedings: time limit for proceedings

       5. 1129. Legal professional privilege

       6. 1130. Proceedings against unincorporated bodies

       7. 1131. Imprisonment on summary conviction in England and Wales: transitory provision

    4. Production and inspection of documents

       1. 1132. Production and inspection of documents where offence suspected

    5. Supplementary

       1. 1133. Transitional provision

38. Part 37 Companies: supplementary provisions

    1. Company records

       1. 1134. Meaning of “company records”

       2. 1135. Form of company records

       3. 1136. Regulations about where certain company records to be kept available for inspection

       4. 1137. Regulations about inspection of records and provision of copies

       5. 1138. Duty to take precautions against falsification

    2. Service addresses

       1. 1139. Service of documents on company

       2. 1140. Service of documents on directors, secretaries and others

       3. 1141. Service addresses

       4. 1142. Requirement to give service address

    3. Sending or supplying documents or information

       1. 1143. The company communications provisions

       2. 1144. Sending or supplying documents or information

       3. 1145. Right to hard copy version

       4. 1146. Requirement of authentication

       5. 1147. Deemed delivery of documents and information

       6. 1148. Interpretation of company communications provisions

    4. Requirements as to independent valuation

       1. 1149. Application of valuation requirements

       2. 1150. Valuation by qualified independent person

       3. 1151. The independence requirement

       4. 1152. Meaning of “associate”

       5. 1153. Valuer entitled to full disclosure

    5. Notice of appointment of certain officers

       1. 1154. Duty to notify registrar of certain appointments etc

       2. 1155. Offence of failure to give notice

    6. Courts and legal proceedings

       1. 1156. Meaning of “the court”

       2. 1157. Power of court to grant relief in certain cases

39. Part 38 Companies: interpretation

    1. Meaning of “UK-registered company”

       1. 1158. Meaning of “UK-registered company”

    2. Meaning of “subsidiary” and related expressions

       1. 1159. Meaning of “subsidiary” etc

       2. 1160. Meaning of “subsidiary” etc: power to amend

    3. Meaning of “undertaking” and related expressions

       1. 1161. Meaning of “undertaking” and related expressions

       2. 1162. Parent and subsidiary undertakings

    4. Other definitions

       1. 1163. “Non-cash asset”

       2. 1164. Meaning of “banking company” and “banking group”

       3. 1165. Meaning of “insurance company” and related expressions

       4. 1166. “Employees' share scheme”

       5. 1167. Meaning of “prescribed”

       6. 1168. Hard copy and electronic form and related expressions

       7. 1169. Dormant companies

       8. 1170. Meaning of “EEA State” and related expressions

       9. 1170A. Receiver or manager and certain related references

       10. 1170B. Meaning of “contributory”

       11. 1171. The former Companies Acts

    5. General

       1. 1172. References to requirements of this Act

       2. 1173. Minor definitions: general

       3. 1174. Index of defined expressions

40. Part 39 Companies: minor amendments

    1. 1175. Removal of special provisions about accounts and audit of charitable companies

    2. 1176. Power of Secretary of State to bring civil proceedings on company's behalf

    3. 1177. Repeal of certain provisions about company directors

    4. 1178. Repeal of requirement that certain companies publish periodical statement

    5. 1179. Repeal of requirement that Secretary of State prepare annual report

    6. 1180. Repeal of certain provisions about company charges

    7. 1181. Access to constitutional documents of RTE and RTM companies

41. Part 40 Company directors: foreign disqualification etc

    1. Introductory

       1. 1182. Persons subject to foreign restrictions

       2. 1183. Meaning of “the court” and “UK company”

    2. Power to disqualify

       1. 1184. Disqualification of persons subject to foreign restrictions

       2. 1185. Disqualification regulations: supplementary

       3. 1186. Offence of breach of disqualification

    3. Power to make persons liable for company's debts

       1. 1187. Personal liability for debts of company

    4. Power to require statements to be sent to the registrar of companies

       1. 1188. Statements from persons subject to foreign restrictions

       2. 1189. Statements from persons disqualified

       3. 1190. Statements: whether to be made public

       4. 1191. Offences

42. Part 41 Business names

    1. Chapter 1 Restricted or prohibited names

       1. Introductory

          1. 1192. Application of this Chapter

       2. Sensitive words or expressions

          1. 1193. Name suggesting connection with government or public authority

          2. 1194. Other sensitive words or expressions

          3. 1195. Requirement to seek comments of government department or other relevant body

          4. 1196. Withdrawal of Secretary of State's approval

       3. Misleading names

          1. 1197. Name containing inappropriate indication of company type or legal form

          2. 1198. Name giving misleading indication of activities

       4. Supplementary

          1. 1199. Savings for existing lawful business names

    2. Chapter 2 Disclosure required in case of individual or partnership

       1. Introductory

          1. 1200. Application of this Chapter

          2. 1201. Information required to be disclosed

       2. Disclosure requirements

          1. 1202. Disclosure required: business documents etc

          2. 1203. Exemption for large partnerships if certain conditions met

          3. 1204. Disclosure required: business premises

       3. Consequences of failure to make required disclosure

          1. 1205. Criminal consequences of failure to make required disclosure

          2. 1206. Civil consequences of failure to make required disclosure

    3. Chapter 3 Supplementary

       1. 1207. Application of general provisions about offences

       2. 1208. Interpretation

43. Part 42 Statutory Auditors

    1. Chapter 1 Introductory

       1. 1209. Main purposes of Part

       2. 1210. Meaning of “statutory auditor” etc

       3. 1211. Eligibility for appointment as a statutory auditor: overview

    2. Chapter 2 Individuals and firms

       1. Eligibility for appointment

          1. 1212. Individuals and firms: eligibility for appointment as a statutory auditor

          2. 1213. Effect of ineligibility

       2. Independence requirement

          1. 1214. Independence requirement

          2. 1215. Effect of lack of independence

       3. Effect of appointment of a partnership

          1. 1216. Effect of appointment of a partnership

       4. Supervisory bodies

          1. 1217. Supervisory bodies

          2. 1218. Exemption from liability for damages

       5. Professional qualifications

          1. 1219. Appropriate qualifications

          2. 1220. Qualifying bodies and recognised professional qualifications

          3. 1221. Approval of third country qualifications

          4. 1222. Eligibility of individuals retaining only 1967 Act authorisation

       6. Information

          1. 1223. Matters to be notified to the Secretary of State

          2. 1223A. Notification of matters relevant to other EEA States

          3. 1224. The Secretary of State's power to call for information

          4. 1224A. Restrictions on disclosure

          5. 1224B. Offence of disclosure in contravention of section 1224A

       7. Enforcement

          1. 1225. Compliance orders

          2. 1225A. Directions: general

          3. 1225B. Directions: supplementary

          4. 1225C. Compliance orders

          5. 1225D. Financial penalties: general

          6. 1225E. Financial penalties: supplementary

          7. 1225F. Appeals against financial penalties

          8. 1225G. Recovery of financial penalties

    3. Chapter 3 Auditors General

       1. Eligibility for appointment

          1. 1226. Auditors General: eligibility for appointment as a statutory auditor

       2. Conduct of audits

          1. 1227. Individuals responsible for audit work on behalf of Auditors General

       3. The Independent Supervisor

          1. 1228. Appointment of the Independent Supervisor

       4. Supervision of Auditors General

          1. 1229. Supervision of Auditors General by the Independent Supervisor

          2. 1230. Duties of Auditors General in relation to supervision arrangements

       5. Reporting requirement

          1. 1231. Reports by the Independent Supervisor

       6. Information

          1. 1232. Matters to be notified to the Independent Supervisor

          2. 1233. The Independent Supervisor's power to call for information

       7. Enforcement

          1. 1234. Suspension notices

          2. 1235. Effect of suspension notices

          3. 1236. Compliance orders

       8. Proceedings

          1. 1237. Proceedings involving the Independent Supervisor

       9. Grants

          1. 1238. Grants to the Independent Supervisor

    4. Chapter 4 The register of auditors etc

       1. 1239. The register of auditors

       2. 1240. Information to be made available to public

    5. Chapter 5 Registered third country auditors

       1. Introductory

          1. 1241. Meaning of “registered third country auditor” and “UK-traded non-EEA company”

       2. Duties

          1. 1242. Duties of registered third country auditors

       3. Information

          1. 1243. Matters to be notified to the Secretary of State

          2. 1244. The Secretary of State's power to call for information

       4. Enforcement

          1. 1245. Compliance orders

          2. 1246. Removal of third country auditors from the register of auditors

          3. 1247. Grants to bodies concerned with arrangements under Schedule 12

    6. Chapter 6 Supplementary and general

       1. Power to require second company audit

          1. 1248. Secretary of State's power to require second audit of a company

          2. 1249. Supplementary provision about second audits

       2. False and misleading statements

          1. 1250. Misleading, false and deceptive statements

       3. Fees

          1. 1251. Fees

       4. Duty of Secretary of State to report on inspections

          1. 1251A. Duty of the Secretary of State to report on inspections

       5. Delegation of Secretary of State's functions

          1. 1252. Delegation of the Secretary of State's functions

          2. 1253. Delegation of functions to an existing body

       6. Cooperation with foreign competent authorities

          1. 1253A. Requests to foreign competent authorities

          2. 1253B. Requests from EEA competent authorities

          3. 1253C. Notification to competent authorities of other EEA States

       7. Transfer of papers to third countries

          1. 1253D. Restriction on transfer of audit working papers to third countries

          2. 1253DA. Transfer by Secretary of State

          3. 1253DB. Transfer by statutory auditor with approval of Secretary of State

          4. 1253DC. Transfer by statutory auditor for purposes of investigation of auditor

          5. 1253DD. Agreement of EEA competent authority

          6. 1253DE. Transfer by means of inspection

          7. 1253E. Working arrangements for transfer of papers

          8. 1253F. Publication of working arrangements

       8. International obligations

          1. 1254. Directions to comply with international obligations

       9. General provision relating to offences

          1. 1255. Offences by bodies corporate, partnerships and unincorporated associations

          2. 1256. Time limits for prosecution of offences

          3. 1257. Jurisdiction and procedure in respect of offences

       10. Notices etc

           1. 1258. Service of notices

           2. 1259. Documents in electronic form

       11. Interpretation

           1. 1260. Meaning of “associate”

           2. 1261. Minor definitions

           3. 1262. Index of defined expressions

       12. Miscellaneous and general

           1. 1263. Power to make provision in consequence of changes affecting accountancy bodies

           2. 1264. Consequential amendments

44. Part 43 Transparency obligations and related matters

    1. Introductory

       1. 1265. The transparency obligations directive

    2. Transparency obligations

       1. 1266. Transparency rules

       2. 1267. Competent authority's power to call for information

       3. 1268. Powers exercisable in case of infringement of transparency obligation

    3. Other matters

       1. 1269. Corporate governance rules

       2. 1270. Liability for false or misleading statements in certain publications

       3. 1271. Exercise of powers where UK is host member State

       4. 1272. Transparency obligations and related matters: minor and consequential amendments

       5. 1273. Corporate governance regulations

45. Part 44 Miscellaneous provisions

    1. Regulation of actuaries etc

       1. 1274. Grants to bodies concerned with actuarial standards etc

       2. 1275. Levy to pay expenses of bodies concerned with actuarial standards etc

       3. 1276. Application of provisions to Scotland and Northern Ireland

    2. Information as to exercise of voting rights by institutional investors

       1. 1277. Power to require information about exercise of voting rights

       2. 1278. Institutions to which information provisions apply

       3. 1279. Shares to which information provisions apply

       4. 1280. Obligations with respect to provision of information

    3. Disclosure of information under the Enterprise Act 2002

       1. 1281. Disclosure of information under the Enterprise Act 2002

    4. Expenses of winding up

       1. 1282. Payment of expenses of winding up

    5. Commonhold associations

       1. 1283. Amendment of memorandum or articles of commonhold association

46. Part 45 Northern Ireland

    1. 1284. Extension of Companies Acts to Northern Ireland

    2. 1285. Extension of GB enactments relating to SEs

    3. 1286. Extension of GB enactments relating to certain other forms of business organisation

    4. 1287. Extension of enactments relating to business names

47. Part 46 General supplementary provisions

    1. Regulations and orders

       1. 1288. Regulations and orders: statutory instrument

       2. 1289. Regulations and orders: negative resolution procedure

       3. 1290. Regulations and orders: affirmative resolution procedure

       4. 1291. Regulations and orders: approval after being made

       5. 1292. Regulations and orders: supplementary

    2. Meaning of “enactment”

       1. 1293. Meaning of “enactment”

    3. Consequential and transitional provisions

       1. 1294. Power to make consequential amendments etc

       2. 1295. Repeals

       3. 1296. Power to make transitional provision and savings

       4. 1297. Continuity of the law

48. Part 47 Final provisions

    1. 1298. Short title

    2. 1299. Extent

    3. 1300. Commencement

49. Companies Act 2006

    1. SCHEDULE 1

       Connected persons: references to an interest in shares or debentures

       1. Introduction

          1. 1. (1) The provisions of this Schedule have effect for the...

       2. General provisions

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

       3. Rights to acquire shares

          1. 3. (1) A person is taken to have an interest in...

       4. Right to exercise or control exercise of rights

          1. 4. (1) A person is taken to have an interest in...

       5. Bodies corporate

          1. 5. (1) A person is taken to be interested in shares...

       6. Trusts

          1. 6. (1) Where an interest in shares is comprised in property...

    2. SCHEDULE 2

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

       1. Part 1 Specified persons

          1. 1. The Secretary of State.

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

          3. 3. The Treasury.

          4. 3A. The Treasury of the Isle of Man.

          5. 4. The Bank of England.

          6. 5. The Financial Services Authority.

          7. 5A. The Financial Supervision Commission of the Isle of Man.

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

          9. 7. The Lord Advocate.

          10. 7A. The Attorney General of the Isle of Man.

          11. 8. The Director of Public Prosecutions.

          12. 9. The Director of Public Prosecutions for Northern Ireland.

          13. 10. A constable.

          14. 11. A procurator fiscal.

          15. 12. The Scottish Ministers.

          16. 12A. The members and officers of each of the Departments constituted...

       2. Part 2 Specified descriptions of disclosures

          1. 13. A disclosure for the purpose of enabling or assisting a...

          2. 14. A disclosure for the purpose of enabling or assisting an...

          3. 14A. A disclosure for the purpose of enabling or assisting an...

          4. 15. A disclosure for the purpose of enabling or assisting a...

          5. 16. A disclosure for the purpose of enabling or assisting a...

          6. 17. A disclosure for the purpose of enabling or assisting a...

          7. 18. A disclosure for the purpose of enabling or assisting a...

          8. 19. A disclosure for the purpose of enabling or assisting the...

          9. 20. A disclosure for the purpose of enabling or assisting a...

          10. 21. A disclosure for the purpose of enabling or assisting a...

          11. 22. A disclosure for the purpose of enabling or assisting a...

          12. 22A. A disclosure for the purpose of enabling or assisting a...

          13. 23. A disclosure for the purpose of enabling or assisting the...

          14. 24. A disclosure for the purpose of enabling or assisting a...

          15. 25. A disclosure for the purpose of enabling or assisting the...

          16. 25A. A disclosure for the purpose of enabling or assisting the...

          17. 25B. A disclosure for the purpose of enabling or assisting an...

          18. 26. A disclosure for the purpose of enabling or assisting the...

          19. 27. A disclosure for the purpose of enabling or assisting the...

          20. 27A. A disclosure for the purpose of enabling or assisting the...

          21. 28. A disclosure for the purpose of enabling or assisting a...

          22. 29. A disclosure for the purpose of enabling or assisting the...

          23. 29A. A disclosure for the purpose of enabling or assisting—

          24. 30. A disclosure for the purpose of enabling or assisting the...

          25. 31. A disclosure for the purpose of enabling or assisting—

          26. 32. A disclosure for the purpose of enabling or assisting the...

          27. 32A. A disclosure for the purpose of enabling or assisting the...

          28. 33. A disclosure for the purpose of enabling or assisting organs...

          29. 34. A disclosure for the purpose of enabling or assisting the...

          30. 35. A disclosure for the purpose of enabling or assisting the...

          31. 36. A disclosure with a view to the institution of, or...

          32. 37. A disclosure for the purpose of enabling or assisting an...

          33. 38. A disclosure for the purpose of enabling or assisting the...

          34. 39. A disclosure for the purpose of enabling or assisting the...

          35. 40. A disclosure for the purpose of enabling or assisting the...

          36. 41. A disclosure by the National Lottery Commission to the National...

          37. 42. A disclosure for the purpose of enabling or assisting a...

          38. 43. A disclosure for the purpose of enabling or assisting an...

          39. 44. A disclosure for the purpose of enabling or assisting an...

          40. 45. A disclosure for the purpose of enabling or assisting a...

          41. 46. A disclosure for the purpose of enabling or assisting the...

          42. 47. A disclosure for the purpose of enabling or assisting the...

          43. 48. A disclosure for the purpose of enabling or assisting a...

          44. 48A. A disclosure for the purpose of enabling or assisting the...

          45. 49. A disclosure for the purpose of enabling or assisting a...

          46. 50. A disclosure for the purpose of enabling or assisting a...

          47. 51. A disclosure for the purpose of enabling or assisting a...

          48. 52. A disclosure with a view to the institution of, or...

          49. 52A. A disclosure with a view to the institution of, or...

          50. 53. A disclosure for the purpose of enabling or assisting a...

          51. 54. A disclosure for the purpose of enabling or assisting a...

          52. 55. A disclosure for the purpose of enabling or assisting an...

          53. 55A. A disclosure for the purpose of enabling or assisting an...

          54. 56. A disclosure for the purpose of enabling or assisting the...

          55. 57. A disclosure for the purpose of enabling or assisting a...

          56. 58. A disclosure for the purpose of enabling or assisting an...

          57. 59. A disclosure for the purpose of enabling or assisting the...

          58. 60. A disclosure with a view to the institution of, or...

          59. 61. A disclosure for the purpose of enabling or assisting a...

          60. 62. A disclosure with a view to the institution of, or...

          61. 63. A disclosure with a view to the institution of, or...

          62. 64. A disclosure for the purposes of proceedings before the Financial...

          63. 65. A disclosure for the purposes of proceedings before the Pensions...

          64. 66. A disclosure for the purpose of enabling or assisting a...

          65. 67. A disclosure with a view to the institution of, or...

          66. 68. A disclosure with a view to the institution of, or...

          67. 69. A disclosure for the purpose of the provision of a...

          68. 70. A disclosure in pursuance of any Community obligation.

       3. Part 3 Overseas regulatory bodies

          1. 71. A disclosure is made in accordance with this Part of...

          2. 72. The persons or bodies that are within this paragraph are...

          3. 73. In determining whether to disclose information to a person or...

    3. SCHEDULE 3

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

       1. Failure to give information about interests in shares etc

          1. 1. (1) In subsection (3) of section 444 of the Companies...

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

          1. 2. (1) In section 448(7) of the Companies Act 1985 (obstruction...

       3. Wrongful disclosure of information to which section 449 applies

          1. 3. (1) Section 449 of the Companies Act 1985 (wrongful disclosure...

       4. Destruction, mutilation etc of company documents

          1. 4. (1) For subsection (3) of section 450 of the Companies...

       5. Provision of false information in purported compliance with section 447

          1. 5. (1) For subsection (2) of section 451 of the Companies...

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

          1. 6. (1) Section 453A of the Companies Act 1985 (obstruction of...

       7. Attempted evasion of restrictions under Part 15

          1. 7. (1) In subsection (1) of section 455 of the Companies...

    4. SCHEDULE 4

       Documents and information sent or supplied to a company

       1. Part 1 Introduction

          1. Application of Schedule

             1. 1. (1) This Schedule applies to documents or information sent or...

       2. Part 2 Communications in hard copy form

          1. Introduction

             1. 2. A document or information is validly sent or supplied to...

          2. Method of communication in hard copy form

             1. 3. (1) A document or information in hard copy form may...

          3. Address for communications in hard copy form

             1. 4. A document or information in hard copy form may be...

       3. Part 3 Communications in electronic form

          1. Introduction

             1. 5. A document or information is validly sent or supplied to...

          2. Conditions for use of communications in electronic form

             1. 6. A document or information may only be sent or supplied...

          3. Address for communications in electronic form

             1. 7. (1) Where the document or information is sent or supplied...

       4. Part 4 Other agreed forms of communication

          1. 8. A document or information that is sent or supplied to...

    5. SCHEDULE 5

       Communications by a company

       1. Part 1 Introduction

          1. Application of this Schedule

             1. 1. This Schedule applies to documents or information sent or supplied...

       2. Part 2 Communications in hard copy form

          1. Introduction

             1. 2. A document or information is validly sent or supplied by...

          2. Method of communication in hard copy form

             1. 3. (1) A document or information in hard copy form must...

          3. Address for communications in hard copy form

             1. 4. (1) A document or information in hard copy form may...

       3. Part 3 Communications in electronic form

          1. Introduction

             1. 5. A document or information is validly sent or supplied by...

          2. Agreement to communications in electronic form

             1. 6. A document or information may only be sent or supplied...

          3. Address for communications in electronic form

             1. 7. (1) Where the document or information is sent or supplied...

       4. Part 4 Communications by means of a website

          1. Use of website

             1. 8. A document or information is validly sent or supplied by...

          2. Agreement to use of website

             1. 9. A document or information may only be sent or supplied...

          3. Deemed agreement of members of company etc to use of website

             1. 10. (1) This paragraph applies to a document or information to...

          4. Deemed agreement of debenture holders to use of website

             1. 11. (1) This paragraph applies to a document or information to...

          5. Availability of document or information

             1. 12. (1) A document or information authorised or required to be...

          6. Notification of availability

             1. 13. (1) The company must notify the intended recipient of—

          7. Period of availability on website

             1. 14. (1) The company must make the document or information available...

       5. Part 5 Other agreed forms of communication

          1. 15. A document or information that is sent or supplied otherwise...

       6. Part 6 Supplementary provisions

          1. Joint holders of shares or debentures

             1. 16. (1) This paragraph applies in relation to documents or information...

          2. Death or bankruptcy of holder of shares

             1. 17. (1) This paragraph has effect in the case of the...

    6. SCHEDULE 6

       Meaning of “subsidiary” etc: supplementary provisions

       1. Introduction

          1. 1. The provisions of this Part of this Schedule explain expressions...

       2. Voting rights in a company

          1. 2. In section 1159(1)(a) and (c) the references to the voting...

       3. Right to appoint or remove a majority of the directors

          1. 3. (1) In section 1159(1)(b) the reference to the right to...

       4. Rights exercisable only in certain circumstances or temporarily incapable of exercise

          1. 4. (1) Rights which are exercisable only in certain circumstances shall...

       5. Rights held by one person on behalf of another

          1. 5. Rights held by a person in a fiduciary capacity shall...

          2. 6. (1) Rights held by a person as nominee for another...

       6. Rights attached to shares held by way of security

          1. 7. Rights attached to shares held by way of security shall...

       7. Rights attributed to holding company

          1. 8. (1) Rights shall be treated as held by a holding...

       8. Disregard of certain rights

          1. 9. The voting rights in a company shall be reduced by...

       9. Supplementary

          1. 10. References in any provision of paragraphs 5 to 9 to...

    7. SCHEDULE 7

       Parent and subsidiary undertakings: supplementary provisions

       1. Introduction

          1. 1. The provisions of this Schedule explain expressions used in section...

       2. Voting rights in an undertaking

          1. 2. (1) In section 1162(2)(a) and (d) the references to the...

       3. Right to appoint or remove a majority of the directors

          1. 3. (1) In section 1162(2)(b) the reference to the right to...

       4. Right to exercise dominant influence

          1. 4. (1) For the purposes of section 1162(2)(c) an undertaking shall...

       5. Rights exercisable only in certain circumstances or temporarily incapable of exercise

          1. 5. (1) Rights which are exercisable only in certain circumstances shall...

       6. Rights held by one person on behalf of another

          1. 6. Rights held by a person in a fiduciary capacity shall...

          2. 7. (1) Rights held by a person as nominee for another...

       7. Rights attached to shares held by way of security

          1. 8. Rights attached to shares held by way of security shall...

       8. Rights attributed to parent undertaking

          1. 9. (1) Rights shall be treated as held by a parent...

       9. Disregard of certain rights

          1. 10. The voting rights in an undertaking shall be reduced by...

       10. Supplementary

           1. 11. References in any provision of paragraphs 6 to 10 to...

    8. SCHEDULE 8

       Index of defined expressions

    9. SCHEDULE 9

       Removal of special provisions about accounts and audit of charitable companies

       1. Part 1 The Companies Act 1985 (c. 6)

          1. 1. In section 240 (requirements in connection with publication of accounts)—...

          2. 2. In section 245 (voluntary revision of annual accounts or directors'...

          3. 3. In section 249A (exemptions from audit)— (a) omit subsections (2),...

          4. 4. In section 249B (cases where exemptions not available)—

          5. 5. Omit section 249C (report required for purposes of section 249A(2))....

          6. 6. Omit section 249D (the reporting accountant).

          7. 7. In section 249E (effect of exemptions) omit subsection (2).

          8. 8. In section 262A (index of defined expressions) omit the entry...

       2. Part 2 The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)

          1. 9. In Article 248 (requirements in connection with publication of accounts)—...

          2. 10. In Article 253 (voluntary revision of annual accounts or directors'...

          3. 11. In Article 257A (exemptions from audit)— (a) omit paragraphs (2),...

          4. 12. In Article 257B (cases where exemptions not available)—

          5. 13. Omit Article 257C (report required for purposes of Article 257A(2)....

          6. 14. Omit Article 257D (the reporting accountant).

          7. 15. In Article 257E (effect of exemptions) omit paragraph (2).

          8. 16. In Article 270A (index of defined expressions) omit the entry...

    10. SCHEDULE 10

        Recognised supervisory bodies

        1. Part 1 Grant and revocation of recognition of a supervisory body

           1. Application for recognition of supervisory body

              1. 1. (1) A supervisory body may apply to the Secretary of...

           2. Grant and refusal of recognition

              1. 2. (1) The Secretary of State may, on an application duly...

           3. Revocation of recognition

              1. 3. (1) A recognition order may be revoked by a further...

           4. Transitional provision

              1. 4. A recognition order made and not revoked under—

           5. Orders not statutory instruments

              1. 5. Orders under this Part of this Schedule shall not be...

        2. Part 2 Requirements for recognition of a supervisory body

           1. Holding of appropriate qualification

              1. 6. (1) The body must have rules to the effect that...

              2. 7. (1) This paragraph explains what is meant in paragraph 6(1)(b)...

           2. Auditors to be fit and proper persons

              1. 8. (1) The body must have adequate rules and practices designed...

           3. Professional integrity and independence

              1. 9. (1) The body must have adequate rules and practices designed...

           4. Technical standards

              1. 10. (1) The body must have rules and practices as to—...

           5. Technical standards for group audits

              1. 10A. (1) The body must have rules and practices as to...

           6. Public interest entity reporting requirements

              1. 10B. (1) The body must have adequate rules and practices designed...

           7. Public interest entity independence requirements

              1. 10C. (1) The body must have adequate rules and practices designed...

           8. Procedures for maintaining competence

              1. 11. The body must have rules and practices designed to ensure...

           9. Monitoring and enforcement

              1. 12. (1) The body must— (a) have adequate resources for the...

           10. Monitoring of audits

               1. 13. (1) The body must— (a) in the case of members...

           11. Membership, eligibility and discipline

               1. 14. The rules and practices of the body relating to—

           12. Investigation of complaints

               1. 15. (1) The body must have effective arrangements for the investigation...

           13. Independent investigation for disciplinary purposes of public interest cases

               1. 16. (1) The body must— (a) participate in arrangements within paragraph...

           14. Transfer of papers to third countries

               1. 16A. (1) The body must have adequate rules and practices designed...

           15. Transfer to approved third country competent authority

               1. 16AA. The requirements of this paragraph are that—

           16. Transfer for purposes of investigation of auditor

               1. 16AB. (1) The requirements of this paragraph are that—

           17. Meeting of claims arising out of audit work

               1. 17. (1) The body must have adequate rules or arrangements designed...

           18. Register of auditors and other information to be made available

               1. 18. The body must have rules requiring persons eligible under its...

           19. Taking account of costs of compliance

               1. 19. The body must have satisfactory arrangements for taking account, in...

           20. Promotion and maintenance of standards

               1. 20. The body must be able and willing—

           21. Interpretation

               1. 20A. In this Part of this Schedule— “ public interest entity...

        3. Part 3 Arrangements in which recognised supervisory bodies are required to participate

           1. Arrangements for setting standards relating to professional integrity and independence

              1. 21. The arrangements referred to in paragraph 9(2) are appropriate arrangements—...

           2. Arrangements for setting technical standards

              1. 22. The arrangements referred to in paragraphs 10(2) and 10A(2) are...

           3. Arrangements for setting standards relating to public interest entity reporting requirements

              1. 22A. The arrangements referred to in paragraph 10B(3) are appropriate arrangements—...

           4. Arrangements for setting standards relating to public interest entity independence requirements

              1. 22B. The arrangements referred to in paragraph 10C(2) are appropriate arrangements—...

           5. Arrangements for independent monitoring of audits of listed companies and other major bodies

              1. 23. (1) The arrangements referred to in paragraph 13(1)(b) are appropriate...

           6. Arrangements for independent monitoring of third country audits

              1. 23A. (1) The arrangements referred to in paragraph 13(1)(ba) are appropriate...

           7. Arrangements for independent investigation for disciplinary purposes of public interest cases

              1. 24. (1) The arrangements referred to in paragraph 16(1) are appropriate...

           8. Supplementary: arrangements to operate independently of body

              1. 25. (1) This paragraph applies for the purposes of—

           9. Supplementary: funding of arrangements

              1. 26. The body must pay any of the costs of maintaining...

           10. Supplementary: scope of arrangement

               1. 27. Arrangements may qualify as arrangements within any of paragraphs 21,...

    11. SCHEDULE 11

        Recognised professional qualifications

        1. Part 1 Grant and revocation of recognition of a professional qualification

           1. Application for recognition of professional qualification

              1. 1. (1) A qualifying body may apply to the Secretary of...

           2. Grant and refusal of recognition

              1. 2. (1) The Secretary of State may, on an application duly...

           3. Revocation of recognition

              1. 3. (1) A recognition order may be revoked by a further...

           4. Transitional provision

              1. 4. A recognition order made and not revoked under—

           5. Orders not statutory instruments

              1. 5. Orders under this Part of this Schedule shall not be...

        2. Part 2 Requirements for recognition of a professional qualification

           1. Entry requirements

              1. 6. (1) The qualification must only be open to persons who—...

           2. Requirement for theoretical instruction or professional experience

              1. 7. (1) The qualification must be restricted to persons who—

           3. Examination

              1. 8. (1) The qualification must be restricted to persons who have...

           4. Practical training

              1. 9. (1) The qualification must be restricted to persons who have...

           5. Supplementary provision with respect to a sufficient period of professional experience

              1. 10. (1) Periods of theoretical instruction in the fields of finance,...

           6. The body offering the qualification

              1. 11. (1) The body offering the qualification must have—

    12. SCHEDULE 11A

        Specified persons, descriptions, disclosures etc for the purposes of section 1224A

        1. PART 1 Specified persons

           1. 1. The Secretary of State.

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

           3. 3. The Treasury.

           4. 4. The Bank of England.

           5. 5. The Financial Services Authority.

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

           7. 7. The Lord Advocate.

           8. 8. The Director of Public Prosecutions.

           9. 9. The Director of Public Prosecutions for Northern Ireland.

           10. 10. A constable.

           11. 11. A procurator fiscal.

           12. 12. The Scottish Ministers.

           13. 13. A body designated by the Secretary of State under section...

           14. 14. A recognised supervisory body.

           15. 15. A recognised qualifying body.

           16. 16. A body with which a recognised supervisory body is participating...

           17. 17. The Independent Supervisor.

        2. PART 2 Specified descriptions of disclosures

           1. 18. A disclosure for the purpose of enabling or assisting a...

           2. 19. A disclosure for the purpose of enabling or assisting an...

           3. 20. A disclosure for the purpose of enabling or assisting a...

           4. 21. A disclosure for the purpose of enabling or assisting a...

           5. 22. A disclosure for the purpose of enabling or assisting a...

           6. 23. A disclosure for the purpose of enabling or assisting a...

           7. 24. A disclosure for the purpose of enabling or assisting the...

           8. 25. A disclosure for the purpose of enabling or assisting a...

           9. 26. A disclosure for the purpose of enabling or assisting a...

           10. 27. A disclosure for the purpose of enabling or assisting a...

           11. 28. A disclosure for the purpose of enabling or assisting the...

           12. 29. A disclosure for the purpose of enabling or assisting a...

           13. 30. A disclosure for the purpose of enabling or assisting the...

           14. 31. A disclosure for the purpose of enabling or assisting the...

           15. 32. A disclosure for the purpose of enabling or assisting the...

           16. 33. A disclosure for the purpose of enabling or assisting a...

           17. 34. A disclosure for the purpose of enabling or assisting the...

           18. 35. A disclosure for the purpose of enabling or assisting the...

           19. 36. A disclosure for the purpose of enabling or assisting—

           20. 37. A disclosure for the purpose of enabling or assisting the...

           21. 38. A disclosure for the purpose of enabling or assisting organs...

           22. 39. A disclosure for the purpose of enabling or assisting the...

           23. 40. A disclosure for the purpose of enabling or assisting the...

           24. 41. A disclosure with a view to the institution of, or...

           25. 42. A disclosure for the purpose of enabling or assisting an...

           26. 43. A disclosure for the purpose of enabling or assisting the...

           27. 44. A disclosure for the purpose of enabling or assisting the...

           28. 45. A disclosure for the purpose of enabling or assisting the...

           29. 46. A disclosure for the purpose of enabling or assisting the...

           30. 47. A disclosure by the National Lottery Commission to the National...

           31. 48. A disclosure for the purpose of enabling or assisting a...

           32. 49. A disclosure for the purpose of enabling or assisting an...

           33. 50. A disclosure for the purpose of enabling or assisting an...

           34. 51. A disclosure for the purpose of enabling or assisting a...

           35. 52. A disclosure for the purpose of enabling or assisting the...

           36. 53. A disclosure for the purpose of enabling or assisting the...

           37. 54. A disclosure for the purpose of enabling or assisting a...

           38. 55. A disclosure for the purpose of enabling or assisting a...

           39. 56. A disclosure for the purpose of enabling or assisting a...

           40. 57. A disclosure for the purpose of enabling or assisting a...

           41. 58. A disclosure with a view to the institution of, or...

           42. 59. A disclosure for the purpose of enabling or assisting a...

           43. 60. A disclosure for the purpose of enabling or assisting a...

           44. 61. A disclosure for the purpose of making available to an...

           45. 62. A disclosure for the purpose of making available to the...

           46. 63. A disclosure for the purpose of enabling or assisting an...

           47. 64. A disclosure for the purpose of enabling or assisting the...

           48. 65. A disclosure for the purpose of enabling or assisting a...

           49. 66. A disclosure for the purpose of enabling or assisting an...

           50. 67. A disclosure for the purpose of enabling or assisting the...

           51. 68. A disclosure with a view to the institution of, or...

           52. 69. A disclosure for the purpose of enabling or assisting a...

           53. 70. A disclosure with a view to the institution of, or...

           54. 71. A disclosure with a view to the institution of, or...

           55. 72. A disclosure for the purposes of proceedings before the Financial...

           56. 73. A disclosure for the purposes of proceedings before the Pensions...

           57. 74. A disclosure for the purpose of enabling or assisting a...

           58. 75. A disclosure with a view to the institution of, or...

           59. 76. A disclosure with a view to the institution of, or...

           60. 77. A disclosure for the purpose of the provision of a...

           61. 78. A disclosure in pursuance of any Community obligation.

        3. PART 3 Overseas regulatory bodies

           1. 79. A disclosure is made in accordance with this Part of...

           2. 80. A disclosure is made in accordance with this Part of...

    13. SCHEDULE 12

        Arrangements in which registered third country auditors are required to participate

        1. Arrangements for independent monitoring of audits of traded non-Community companies

           1. 1. (1) The arrangements referred to in section 1242(1)(a) are appropriate...

        2. Arrangements for independent investigations for disciplinary purposes

           1. 2. (1) The arrangements referred to in section 1242(1)(b) are appropriate...

        3. Supplementary: arrangements to operate independently of third country auditor

           1. 3. (1) This paragraph applies for the purposes of—

        4. Supplementary: funding of arrangements

           1. 4. (1) The registered third country auditor must pay any of...

        5. Supplementary: scope of arrangements

           1. 5. Arrangements may qualify as arrangements within either of paragraphs 1...

        6. Specification of particular arrangements by the Secretary of State

           1. 6. (1) If there exist two or more sets of arrangements...

    14. SCHEDULE 13

        Supplementary provisions with respect to delegation order

        1. Operation of this Schedule

           1. 1. (1) This Schedule has effect in relation to a body...

        2. Status

           1. 2. The body is not to be regarded as acting on...

        3. Name, members and chairman

           1. 3. (1) The body is to be known by such name...

        4. Financial provisions

           1. 4. (1) The body must pay to its chairman and members...

        5. Proceedings

           1. 5. (1) The delegation order may contain such provision as the...

        6. Fees

           1. 6. (1) The body may retain fees payable to it.

        7. Legislative functions

           1. 7. (1) Regulations or an order made by the body in...

           2. 8. (1) Immediately after an instrument is made it must be...

           3. 9. (1) The production of a printed copy of an instrument...

        8. Report and accounts

           1. 10. (1) The body must, at least once in each calendar...

        9. Other supplementary provisions

           1. 11. (1) The transfer of a function to a body designated...

           2. 12. Where a delegation order is revoked, the Secretary of State...

           3. 13. (1) This paragraph applies where the body is an unincorporated...

    15. SCHEDULE 14

        Statutory auditors: consequential amendments

        1. Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)

           1. 1. (1) Section 16 of the Companies (Audit, Investigations and Community...

    16. SCHEDULE 15

        Transparency obligations and related matters: minor and consequential amendments

        1. Part 1 Amendments of the Financial Services and Markets Act 2000

           1. 1. Part 6 of the Financial Services and Markets Act 2000...

           2. 2. In section 73 (general duty of competent authority), after subsection...

           3. 3. In section 73A (Part 6 Rules), after subsection (5) insert—...

           4. 4. For the cross-heading before section 90 substitute “ Compensation for...

           5. 5. For the heading to section 90 substitute “ Compensation for...

           6. 6. (1) Section 91 (penalties for breach of Part 6 rules)...

           7. 7. In section 96B (persons discharging managerial responsibilities and connected persons)—...

           8. 8. In section 97(1) (appointment by the competent authority of persons...

           9. 9. In section 99 (fees) after subsection (1B) insert—

           10. 10. (1) Section 102A (meaning of “securities” etc) is amended as...

           11. 11. (1) Section 103(1) (interpretation of Part 6) is amended as...

           12. 12. In section 429(2) (Parliamentary control of statutory instruments: affirmative procedure)...

        2. Part 2 Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004

           1. 13. Chapter 2 of Part 1 of the Companies (Audit, Investigations...

           2. 14. (1) Section 14 (supervision of periodic accounts and reports of...

           3. 15. (1) Section 15 (application of certain company law provisions to...

    17. SCHEDULE 16

        Repeals