Chwilio Deddfwriaeth

Companies Act 2006

Changes over time for: Cross Heading: Requirements as to independent valuation

 Help about opening options

Alternative versions:

Status:

Point in time view as at 08/04/2020.

Changes to legislation:

Companies Act 2006, Cross Heading: Requirements as to independent valuation is up to date with all changes known to be in force on or before 22 December 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

Close

Changes to Legislation

Changes and effects yet to be applied by the editorial team are only applicable when viewing the latest version or prospective version of legislation. They are therefore not accessible when viewing legislation as at a specific point in time. To view the ‘Changes to Legislation’ information for this provision return to the latest version view using the options provided in the ‘What Version’ box above.

Requirements as to independent valuationU.K.

1149Application of valuation requirementsU.K.

The provisions of sections 1150 to 1153 apply to the valuation and report required by—

  • section 93 (re-registration as public company: recent allotment of shares for non-cash consideration);

  • section 593 (allotment of shares of public company in consideration of non-cash asset);

  • section 599 (transfer of non-cash asset to public company).

1150Valuation by qualified independent personU.K.

(1)The valuation and report must be made by a person (“the valuer”) who—

(a)is eligible for appointment as a statutory auditor (see section 1212), and

(b)meets the independence requirement in section 1151.

(2)However, where it appears to the valuer to be reasonable for the valuation of the consideration, or part of it, to be made by (or for him to accept a valuation made by) another person who—

(a)appears to him to have the requisite knowledge and experience to value the consideration or that part of it, and

(b)is not an officer or employee of—

(i)the company, or

(ii)any other body corporate that is that company's subsidiary or holding company or a subsidiary of that company's holding company,

or a partner of or employed by any such officer or employee,

he may arrange for or accept such a valuation, together with a report which will enable him to make his own report under this section.

(3)The references in subsection (2)(b) to an officer or employee do not include an auditor.

(4)Where the consideration or part of it is valued by a person other than the valuer himself, the latter's report must state that fact and shall also—

(a)state the former's name and what knowledge and experience he has to carry out the valuation, and

(b)describe so much of the consideration as was valued by the other person, and the method used to value it, and specify the date of that valuation.

1151The independence requirementU.K.

(1)A person meets the independence requirement for the purposes of section 1150 only if—

(a)he is not—

(i)an officer or employee of the company, or

(ii)a partner or employee of such a person, or a partnership of which such a person is a partner;

(b)he is not—

(i)an officer or employee of an associated undertaking of the company, or

(ii)a partner or employee of such a person, or a partnership of which such a person is a partner; and

(c)there does not exist between—

(i)the person or an associate of his, and

(ii)the company or an associated undertaking of the company,

a connection of any such description as may be specified by regulations made by the Secretary of State.

(2)An auditor of the company is not regarded as an officer or employee of the company for this purpose.

(3)In this section—

  • associated undertaking” means—

    (a)

    a parent undertaking or subsidiary undertaking of the company, or

    (b)

    a subsidiary undertaking of a parent undertaking of the company; and

  • associate” has the meaning given by section 1152.

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

Commencement Information

I1S. 1151 wholly in force at 1.10.2009; s. 1151 not in force at Royal Assent, see s. 1300; s. 1151in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1151 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(t) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1152Meaning of “associate”U.K.

(1)This section defines “associate” for the purposes of section 1151 (valuation: independence requirement).

(2)In relation to an individual, “associate” means—

(a)that individual's spouse or civil partner or minor child or step-child,

(b)any body corporate of which that individual is a director, and

(c)any employee or partner of that individual.

(3)In relation to a body corporate, “associate” means—

(a)any body corporate of which that body is a director,

(b)any body corporate in the same group as that body, and

(c)any employee or partner of that body or of any body corporate in the same group.

(4)In relation to a partnership that is a legal person under the law by which it is governed, “associate” means—

(a)any body corporate of which that partnership is a director,

(b)any employee of or partner in that partnership, and

(c)any person who is an associate of a partner in that partnership.

(5)In relation to a partnership that is not a legal person under the law by which it is governed, “associate” means any person who is an associate of any of the partners.

(6)In this section, in relation to a limited liability partnership, for “director” read “member”.

1153Valuer entitled to full disclosureU.K.

(1)A person carrying out a valuation or making a report with respect to any consideration proposed to be accepted or given by a company, is entitled to require from the officers of the company such information and explanation as he thinks necessary to enable him to—

(a)carry out the valuation or make the report, and

(b)provide any note required by section 596(3) or 600(3) (note required where valuation carried out by another person).

(2)A person who knowingly or recklessly makes a statement to which this subsection applies that is misleading, false or deceptive in a material particular commits an offence.

(3)Subsection (2) applies to a statement—

(a)made (whether orally or in writing) to a person carrying out a valuation or making a report, and

(b)conveying or purporting to convey any information or explanation which that person requires, or is entitled to require, under subsection (1).

(4)A person guilty of an offence under subsection (2) is liable—

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

(b)on summary conviction—

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

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

Yn ôl i’r brig

Options/Cymorth

Print Options

You have chosen to open The Whole Act

The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Act as a PDF

The Whole Act you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open The Whole Act without Schedules

The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Act without Schedules as a PDF

The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open y Ddeddf Gyfan

Y Ddeddf Gyfan you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open y Ddeddf Gyfan heb Atodlenni

Y Ddeddf Gyfan heb Atodlenni you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open Schedules only

Y Rhestrau you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

Close

Mae deddfwriaeth ar gael mewn fersiynau gwahanol:

Y Diweddaraf sydd Ar Gael (diwygiedig):Y fersiwn ddiweddaraf sydd ar gael o’r ddeddfwriaeth yn cynnwys newidiadau a wnaed gan ddeddfwriaeth ddilynol ac wedi eu gweithredu gan ein tîm golygyddol. Gellir gweld y newidiadau nad ydym wedi eu gweithredu i’r testun eto yn yr ardal ‘Newidiadau i Ddeddfwriaeth’.

Gwreiddiol (Fel y’i Deddfwyd neu y’i Gwnaed): Mae'r wreiddiol fersiwn y ddeddfwriaeth fel ag yr oedd pan gafodd ei deddfu neu eu gwneud. Ni wnaed unrhyw newidiadau i’r testun.

Pwynt Penodol mewn Amser: This becomes available after navigating to view revised legislation as it stood at a certain point in time via Advanced Features > Show Timeline of Changes or via a point in time advanced search.

Close

Gweler y wybodaeth ychwanegol ochr yn ochr â’r cynnwys

Rhychwant ddaearyddol: Indicates the geographical area that this provision applies to. For further information see ‘Frequently Asked Questions’.

Dangos Llinell Amser Newidiadau: See how this legislation has or could change over time. Turning this feature on will show extra navigation options to go to these specific points in time. Return to the latest available version by using the controls above in the What Version box.

Close

Dewisiadau Agor

Dewisiadau gwahanol i agor deddfwriaeth er mwyn gweld rhagor o gynnwys ar y sgrin ar yr un pryd

Close

Nodiadau Esboniadol

Testun a grëwyd gan yr adran o’r llywodraeth oedd yn gyfrifol am destun y Ddeddf i esbonio beth mae’r Ddeddf yn ceisio ei wneud ac i wneud y Ddeddf yn hygyrch i ddarllenwyr nad oes ganddynt gymhwyster cyfreithiol. Cyflwynwyd Nodiadau Esboniadol ym 1999 ac maent yn cyd-fynd â phob Deddf Gyhoeddus ac eithrio Deddfau Adfeddiannu, Cronfa Gyfunol, Cyllid a Chyfnerthiad.

Close

Rhagor o Adnoddau

Gallwch wneud defnydd o ddogfennau atodol hanfodol a gwybodaeth ar gyfer yr eitem ddeddfwriaeth o’r tab hwn. Yn ddibynnol ar yr eitem ddeddfwriaeth sydd i’w gweld, gallai hyn gynnwys:

  • y PDF print gwreiddiol y fel deddfwyd fersiwn a ddefnyddiwyd am y copi print
  • rhestr o newidiadau a wnaed gan a/neu yn effeithio ar yr eitem hon o ddeddfwriaeth
  • manylion rhoi grym a newid cyffredinol
  • pob fformat o’r holl ddogfennau cysylltiedig
  • slipiau cywiro
  • dolenni i ddeddfwriaeth gysylltiedig ac adnoddau gwybodaeth eraill
Close

Llinell Amser Newidiadau

This timeline shows the different points in time where a change occurred. The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. The first date in the timeline will usually be the earliest date when the provision came into force. In some cases the first date is 01/02/1991 (or for Northern Ireland legislation 01/01/2006). This date is our basedate. No versions before this date are available. For further information see the Editorial Practice Guide and Glossary under Help.

Close

Rhagor o Adnoddau

Defnyddiwch y ddewislen hon i agor dogfennau hanfodol sy’n cyd-fynd â’r ddeddfwriaeth a gwybodaeth am yr eitem hon o ddeddfwriaeth. Gan ddibynnu ar yr eitem o ddeddfwriaeth sy’n cael ei gweld gall hyn gynnwys:

  • y PDF print gwreiddiol y fel deddfwyd fersiwn a ddefnyddiwyd am y copi print
  • slipiau cywiro

liciwch ‘Gweld Mwy’ neu ddewis ‘Rhagor o Adnoddau’ am wybodaeth ychwanegol gan gynnwys

  • rhestr o newidiadau a wnaed gan a/neu yn effeithio ar yr eitem hon o ddeddfwriaeth
  • manylion rhoi grym a newid cyffredinol
  • pob fformat o’r holl ddogfennau cysylltiedig
  • dolenni i ddeddfwriaeth gysylltiedig ac adnoddau gwybodaeth eraill