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Companies Act 2006

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Companies Act 2006, Cross Heading: Liability of officer in default is up to date with all changes known to be in force on or before 16 November 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. Help about Changes to Legislation

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Changes and effects yet to be applied to the whole Act associated Parts and Chapters:

  • Act amendment to earlier affecting provision S.I. 2008/373 reg. 11(1) by S.I. 2013/1971 reg. 9(a) (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)
  • Act amendment to earlier affecting provision S.I. 2008/373 reg. 3(4) by S.I. 2013/1971 reg. 4 (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)
  • Act amendment to earlier affecting provision S.I. 2014/3348, art. 220A by S.I. 2024/1115 reg. 4(3)

Whole provisions yet to be inserted into this Act (including any effects on those provisions):

Liability of officer in defaultU.K.

1121Liability of officer in defaultU.K.

(1)This section has effect for the purposes of any provision of the Companies Acts to the effect that, in the event of contravention of an enactment in relation to a company, an offence is committed by every officer of the company who is in default.

(2)For this purpose “officer” includes—

(a)any director, manager or secretary, and

(b)any person who is to be treated as an officer of the company for the purposes of the provision in question.

(3)An officer is “in default” for the purposes of the provision if he authorises or permits, participates in, or fails to take all reasonable steps to prevent, the contravention.

Modifications etc. (not altering text)

C1S. 1121 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 4(1)(e)} (with transitional provisions in Sch. 1 para. 2)

C10S. 1121 applied by S.I. 2008/565 reg. 13 (as substituted (with effect in accordance with reg. 2(4) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 2 para. 12 (with reg. 2(6)(7)))

C11Ss. 1121-1123 applied (with modifications) (1.8.2022 for specified purposes, 12.10.2022 in so far as not already in force) by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), ss. 35, 69(1); S.I. 2022/876, reg. 3(j); S.I. 2022/1039, reg. 2(a)

C12Ss. 1121-1123 applied (with modifications) (N.I.) (5.9.2022) by 1970 c. 18, Sch. 8A para. 5(4)-(6) (as inserted by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), s. 69(1), Sch. 5 para. 3; S.I. 2022/876, reg. 4(c))

C13Ss. 1121-1123 applied (with modifications) (S.) (5.9.2022) by 2012 asp 5, s. 112A(6)-(8) (as inserted by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), s. 69(1), Sch. 4 para. 7; S.I. 2022/876, reg. 4(c))

C14Ss. 1121-1123 applied (with modifications) (E.W.) (5.9.2022) by 2002 c. 9, Sch. 4A para. 6(4)-(6) (as inserted by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), s. 69(1), Sch. 3 para. 3; S.I. 2022/876, reg. 4(c))

C15Ss. 1121-1123 applied (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by S.I. 2014/309, reg. 16BA(4) (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 212, 219(1)(2)(b))

C16Ss. 1121-1123 applied (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by S.I. 2014/309, reg. 16(4) (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 212, 219(1)(2)(b); S.I. 2024/269, reg. 2(z65))

C17Ss. 1121-1123 applied (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by S.I. 2014/309, reg. 16BA(4) (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 212, 219(1)(2)(b); S.I. 2024/269, reg. 2(z65))

Commencement Information

I1S. 1121 wholly in force at 1.10.2009; s. 1121 not in force at Royal Assent, see s. 1300; s. 1121 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1121 in force for further specified purposes at 6.4.2007 by S.I. 2007/1093, art. 2(2)(c) (with art. 11(1)); s. 1121 in force for further specified purposes at 1.10.2007 by S.I. 2007/2194, art. 2(1)(l)(3)(h) (with saving in art. 12); s. 1121 in force for further specified purposes at 6.4.2008 and 1.10. 2008 by S.I. 2007/3495, arts. 3(3)(g){5(3)(a)} (with savings in arts. 7, 12); s. 1121 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(s) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1122Liability of company as officer in defaultU.K.

(1)Where a company is an officer of another company, it does not commit an offence as an officer in default unless one of its officers is in default.

(2)Where any such offence is committed by a company the officer in question also commits the offence and is liable to be proceeded against and punished accordingly.

(3)In this section “officer” and “in default” have the meanings given by section 1121.

Modifications etc. (not altering text)

C11Ss. 1121-1123 applied (with modifications) (1.8.2022 for specified purposes, 12.10.2022 in so far as not already in force) by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), ss. 35, 69(1); S.I. 2022/876, reg. 3(j); S.I. 2022/1039, reg. 2(a)

C12Ss. 1121-1123 applied (with modifications) (N.I.) (5.9.2022) by 1970 c. 18, Sch. 8A para. 5(4)-(6) (as inserted by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), s. 69(1), Sch. 5 para. 3; S.I. 2022/876, reg. 4(c))

C13Ss. 1121-1123 applied (with modifications) (S.) (5.9.2022) by 2012 asp 5, s. 112A(6)-(8) (as inserted by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), s. 69(1), Sch. 4 para. 7; S.I. 2022/876, reg. 4(c))

C14Ss. 1121-1123 applied (with modifications) (E.W.) (5.9.2022) by 2002 c. 9, Sch. 4A para. 6(4)-(6) (as inserted by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), s. 69(1), Sch. 3 para. 3; S.I. 2022/876, reg. 4(c))

C15Ss. 1121-1123 applied (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by S.I. 2014/309, reg. 16BA(4) (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 212, 219(1)(2)(b))

C16Ss. 1121-1123 applied (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by S.I. 2014/309, reg. 16(4) (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 212, 219(1)(2)(b); S.I. 2024/269, reg. 2(z65))

C17Ss. 1121-1123 applied (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by S.I. 2014/309, reg. 16BA(4) (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 212, 219(1)(2)(b); S.I. 2024/269, reg. 2(z65))

C18S. 1122 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 4(1)(e)} (with transitional provisions in Sch. 1 para. 2)

C26S. 1122 applied by S.I. 2008/565, reg. 13 (as substituted (with effect in accordance with reg. 2(4) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 2 para. 12 (with reg. 2(6)(7)))

Commencement Information

I2S. 1122 wholly in force at 1.10.2009; s. 1122 not in force at Royal Assent, see s. 1300; s. 1122 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(2)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1122 in force for further specified purposes at 6.4.2007 by S.I. 2007/1093, art. 2(2)(c) (with art. 11(1)); s. 1122 in force for further specified purposes at 1.10.2007 by S.I. 2007/2194, art. 2(1)(l)(3)(h) (with saving in art. 12); s. 1122 in force for further specified purposes at 6.4.2008 and 1.10.2008 by S.I. 2007/3495, arts. 3(3)(g){5(3)(a)} (with savings in arts. 7, 12); s. 1122 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(s) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1123Application to bodies other than companiesU.K.

(1)Section 1121 (liability of officers in default) applies to a body other than a company as it applies to a company.

(2)As it applies in relation to a body corporate other than a company—

(a)the reference to a director of the company shall be read as referring—

(i)where the body's affairs are managed by its members, to a member of the body,

(ii)in any other case, to any corresponding officer of the body, and

(b)the reference to a manager or secretary of the company shall be read as referring to any manager, secretary or similar officer of the body.

(3)As it applies in relation to a partnership—

(a)the reference to a director of the company shall be read as referring to a member of the partnership, and

(b)the reference to a manager or secretary of the company shall be read as referring to any manager, secretary or similar officer of the partnership.

(4)As it applies in relation to an unincorporated body other than a partnership—

(a)the reference to a director of the company shall be read as referring—

(i)where the body's affairs are managed by its members, to a member of the body,

(ii)in any other case, to a member of the governing body, and

(b)the reference to a manager or secretary of the company shall be read as referring to any manager, secretary or similar officer of the body.

Modifications etc. (not altering text)

C11Ss. 1121-1123 applied (with modifications) (1.8.2022 for specified purposes, 12.10.2022 in so far as not already in force) by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), ss. 35, 69(1); S.I. 2022/876, reg. 3(j); S.I. 2022/1039, reg. 2(a)

C12Ss. 1121-1123 applied (with modifications) (N.I.) (5.9.2022) by 1970 c. 18, Sch. 8A para. 5(4)-(6) (as inserted by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), s. 69(1), Sch. 5 para. 3; S.I. 2022/876, reg. 4(c))

C13Ss. 1121-1123 applied (with modifications) (S.) (5.9.2022) by 2012 asp 5, s. 112A(6)-(8) (as inserted by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), s. 69(1), Sch. 4 para. 7; S.I. 2022/876, reg. 4(c))

C14Ss. 1121-1123 applied (with modifications) (E.W.) (5.9.2022) by 2002 c. 9, Sch. 4A para. 6(4)-(6) (as inserted by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), s. 69(1), Sch. 3 para. 3; S.I. 2022/876, reg. 4(c))

C15Ss. 1121-1123 applied (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by S.I. 2014/309, reg. 16BA(4) (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 212, 219(1)(2)(b))

C16Ss. 1121-1123 applied (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by S.I. 2014/309, reg. 16(4) (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 212, 219(1)(2)(b); S.I. 2024/269, reg. 2(z65))

C17Ss. 1121-1123 applied (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by S.I. 2014/309, reg. 16BA(4) (as inserted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 212, 219(1)(2)(b); S.I. 2024/269, reg. 2(z65))

C31S. 1123 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 4(1)(e)} (with transitional provisions in Sch. 1 para. 2)

C32S. 1123 applied by S.I. 2008/565, reg. 13 (as substituted (with effect in accordance with reg. 2(4) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 2 para. 12 (with reg. 2(6)(7)))

Commencement Information

I3S. 1123 wholly in force; s. 1123 not in force at Royal Assent see s. 1300; s. 1123 in force for specified purposes at 6.4.2007 by S.I. 2007/1093, art. 2(2)(c) (with art. 11(1)); s. 1123 in force for further specified purposes at 1.10.2007 by S.I. 2007/2194, art. 2(1)(l) (with saving in art. 12); s. 1123 in force for further specified purposes at 6.4.2008 and 1.10.2008 by S.I. 2007/3495, arts. 3(3)(g), 5(3)(a) (with savings in arts. 7, 12); s. 1123 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(s) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

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