Companies Act 2006

[F1 PART 2 U.K. Specified descriptions of disclosures

Textual Amendments

F1 Sch. 11A inserted (6.4.2008) by The Statutory Auditors and Third Country Auditors Regulations 2007 (S.I. 2007/3494), reg. 8(2), Sch.

Modifications etc. (not altering text)

C1 Sch. 11A Pt. 2 applied (with modifications) (8.2.2011) by The Investment Bank Special Administration Regulations 2011 (S.I. 2011/245), reg. 27, Sch. 6 Pt. 2 para. 5(6)

18 U.K. A disclosure for the purpose of enabling or assisting a person authorised under section 457 of this Act (persons authorised to apply to court) to exercise his functions.

19 U.K. A disclosure for the purpose of enabling or assisting an inspector appointed under Part 14 of the Companies Act 1985 (investigation of companies and their affairs, etc ) to exercise his functions.

20 U.K. A disclosure for the purpose of enabling or assisting a person authorised under section 447 of the Companies Act 1985 (power to require production of documents) or section 84 of the Companies Act 1989 (c.40) (exercise of powers by officer etc ) to exercise his functions.

21 U.K. A disclosure for the purpose of enabling or assisting a person appointed under section 167 of the Financial Services and Markets Act 2000 (c.8) (general investigations) to conduct an investigation to exercise his functions.

22 U.K. A disclosure for the purpose of enabling or assisting a person appointed under section 168 of the Financial Services and Markets Act 2000 (investigations in particular cases) to conduct an investigation to exercise his functions.

23 U.K. A disclosure for the purpose of enabling or assisting a person appointed under section 169(1)(b) of the Financial Services and Markets Act 2000 (investigation in support of overseas regulator) to conduct an investigation to exercise his functions.

24 U.K. A disclosure for the purpose of enabling or assisting the body corporate responsible for administering the scheme referred to in section 225 of the Financial Services and Markets Act 2000 (the ombudsman scheme) to exercise its functions.

25 U.K. A disclosure for the purpose of enabling or assisting a person appointed under paragraph 4 (the panel of ombudsmen) or 5 (the Chief Ombudsman) of Schedule 17 to the Financial Services and Markets Act 2000 to exercise his functions.

26 U.K. A disclosure for the purpose of enabling or assisting a person appointed under regulations made under section 262(1) and (2)(k) of the Financial Services and Markets Act 2000 (investigations into open-ended investment companies) to conduct an investigation to exercise his functions.

27 U.K. A disclosure for the purpose of enabling or assisting a person appointed under section 284 of the Financial Services and Markets Act 2000 (investigations into affairs of certain collective investment schemes) to conduct an investigation to exercise his functions.

28 U.K. A disclosure for the purpose of enabling or assisting the investigator appointed under [F2 section 84 of the Financial Services Act 2012] (arrangements for investigation of complaints) to exercise his functions.

Textual Amendments

F2 Words in Sch. 11A para. 28 substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 124(3)(a) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

29 U.K. A disclosure for the purpose of enabling or assisting a person appointed by the Treasury to hold an inquiry into matters relating to financial services (including an inquiry under [F3 section 69 of the Financial Services Act 2012]) to exercise his functions.

Textual Amendments

F3 Words in Sch. 11A para. 29 substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 124(3)(b) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

30 U.K. A disclosure for the purpose of enabling or assisting the Secretary of State or the Treasury to exercise any of their functions under any of the following—

(a) the Companies Acts;

(b) Part 5 of the Criminal Justice Act 1993 (c.36) (insider dealing);

(c) the Insolvency Act 1986 (c.45);

(d) the Company Directors Disqualification Act 1986 (c.46);

(e) Part 42 of this Act (statutory auditors)

(f) Part 3 (investigations and powers to obtain information) or 7 (financial markets and insolvency) of the Companies Act 1989 (c.40);

(g) the Financial Services and Markets Act 2000.

Modifications etc. (not altering text)

C2 Sch. 11A para. 30 modified (21.2.2009) by The Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009 (S.I. 2009/317), art. 6(1)(6)(a)

C3 Sch. 11A para. 30 modified (8.7.2021) by The Payment and Electronic Money Institution Insolvency Regulations 2021 (S.I. 2021/716), reg. 2, Sch. 3 para. 5(e)(i) (with reg. 5) (as amended (4.1.2024) by S.I. 2023/1399, regs. 1(2), 4)

31 U.K. A disclosure for the purpose of enabling or assisting the Scottish Ministers to exercise their functions under the enactments relating to insolvency.

32 U.K. A disclosure for the purpose of enabling or assisting the Department of Enterprise, Trade and Investment for Northern Ireland to exercise any powers conferred on it by the enactments relating to companies or insolvency.

33 U.K. A disclosure for the purpose of enabling or assisting a person appointed or authorised by the Department of Enterprise, Trade and Investment for Northern Ireland under the enactments relating to companies or insolvency to exercise his functions.

34 U.K. A disclosure for the purpose of enabling or assisting the Pensions Regulator to exercise the functions conferred on it by or by virtue of any of the following—

(a) the Pension Schemes Act 1993 (c.48);

(b) the Pensions Act 1995 (c.26);

(c) the Welfare Reform and Pensions Act 1999 (c.30);

(d) the Pensions Act 2004 (c.35);

(e) any enactment in force in Northern Ireland corresponding to any of those enactments.

35 U.K. A disclosure for the purpose of enabling or assisting the Board of the Pension Protection Fund to exercise the functions conferred on it by or by virtue of Part 2 of the Pensions Act 2004 or any enactment in force in Northern Ireland corresponding to that Part.

36 U.K. A disclosure for the purpose of enabling or assisting—

(a) the Bank of England,

(b) the European Central Bank, or

(c) the central bank of any country or territory outside the United Kingdom, to exercise its functions.

37 U.K. A disclosure for the purpose of enabling or assisting the Commissioners for Her Majesty's Revenue and Customs to exercise their functions.

38 U.K. A disclosure for the purpose of enabling or assisting organs of the Society of Lloyd's (being organs constituted by or under the Lloyd's Act 1982 (c.xiv)) to exercise their functions under or by virtue of the Lloyd's Acts 1871 to 1982.

39 U.K. A disclosure for the purpose of enabling or assisting the [F4 Competition and Markets Authority] to exercise its functions under any of the following—

(a) the Fair Trading Act 1973 (c.41);

F5 ( b ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F6 ( c ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) the Competition Act 1980 (c.21);

(e) the Competition Act 1998 (c.41);

(f) the Financial Services and Markets Act 2000 (c.8);

(g) the Enterprise Act 2002 (c.40);

(h) the Control of Misleading Advertisements Regulations 1988 ( S.I. 1988/915);

[F7 (i) Schedule 3 to the Consumer Rights Act 2015]

[F8 (j) Parts 3 and 4 of the Enterprise and Regulatory Reform Act 2013.]

Textual Amendments

F4 Words in Sch. 11A para. 39 substituted (1.4.2014) by The Enterprise and Regulatory Reform Act 2013 (Competition) (Consequential, Transitional and Saving Provisions) Order 2014 (S.I. 2014/892), art. 1(1), Sch. 1 para. 169(a)(i) (with art. 3)

F5 Sch. 11A para. 39(b) omitted (26.7.2013 for specified purposes, 1.4.2014 in so far as not already in force) by virtue of The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013 (S.I. 2013/1881), art. 1(2)(6), Sch. para. 11(b)

F6 Sch. 11A para. 39(c) omitted (31.3.2014) by virtue of The Public Bodies (Abolition of the National Consumer Council and Transfer of the Office of Fair Trading’s Functions in relation to Estate Agents etc) Order 2014 (S.I. 2014/631), art. 1(5), Sch. 2 para. 5(3)(a) (with Sch. 1 para. 28, 2 paras. 13-15)

F7 Sch. 11A para. 39(i) substituted (1.10.2015) by virtue of Consumer Rights Act 2015 (c. 15), s. 100(5), Sch. 4 para. 38(2); S.I. 2015/1630, art. 3(g) (with art. 6(1))

F8 Sch. 11A para. 39(j) inserted (1.4.2014) by The Enterprise and Regulatory Reform Act 2013 (Competition) (Consequential, Transitional and Saving Provisions) Order 2014 (S.I. 2014/892), art. 1(1), Sch. 1 para. 169(a)(ii) (with art. 3)

F9 40 U.K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F9 Sch. 11A para. 40 omitted (1.4.2014) by virtue of The Enterprise and Regulatory Reform Act 2013 (Competition) (Consequential, Transitional and Saving Provisions) Order 2014 (S.I. 2014/892), art. 1(1), Sch. 1 para. 169(b) (with art. 3)

41 U.K. A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Competition Appeal Tribunal.

42 U.K. A disclosure for the purpose of enabling or assisting an enforcer under Part 8 of the Enterprise Act 2002 (enforcement of consumer legislation) to exercise its functions under that Part.

43 U.K. A disclosure for the purpose of enabling or assisting the Takeover Panel to perform any of its functions under Part 28 of this Act (takeovers etc ).

44 U.K. A disclosure for the purpose of enabling or assisting the Charity Commission to exercise its functions.

45 U.K. A disclosure for the purpose of enabling or assisting the Attorney General to exercise his functions in connection with charities.

46 U.K. A disclosure for the purpose of enabling or assisting the [F10 Gambling Commission ] to exercise its functions under sections 5 to 10 (licensing) and 15 (power of Secretary of State to require information) of the National Lottery etc. Act 1993 (c.39).

Textual Amendments

F10 Words in Sch. 11A para. 46 substituted (1.10.2013) by The Public Bodies (Merger of the Gambling Commission and the National Lottery Commission) Order 2013 (S.I. 2013/2329), art. 1(2), Sch. para. 29(b)(i) (with art. 8, Sch. para. 43)

47 U.K. A disclosure by the [F11 Gambling Commission ] to [F12 the Comptroller and Auditor General ] for the purpose of enabling or assisting the Comptroller and Auditor General to carry out an examination under Part 2 of the National Audit Act 1983 (c.44) into the economy, effectiveness and efficiency with which the [F11 Gambling Commission ] has used its resources in discharging its functions under sections 5 to 10 of the National Lottery etc. Act 1993.

Textual Amendments

F11 Words in Sch. 11A para. 47 substituted (1.10.2013) by The Public Bodies (Merger of the Gambling Commission and the National Lottery Commission) Order 2013 (S.I. 2013/2329), art. 1(2), Sch. para. 29(b)(ii) (with art. 8, Sch. para. 43)

F12 Words in Sch. 11A para. 47 substituted (1.4.2012) by Budget Responsibility and National Audit Act 2011 (c. 4), ss. 26, 29, Sch. 5 para. 31; S.I. 2011/2576, art. 5

[F13 48 U.K. A disclosure for the purposes of enabling or assisting a regulator under Schedule 3 to the Consumer Rights Act 2015 other than the Competition and Markets Authority to exercise its functions under that Schedule.]

Textual Amendments

F13 Sch. 11A para. 48 substituted (1.10.2015) by Consumer Rights Act 2015 (c. 15), s. 100(5), Sch. 4 para. 38(3); S.I. 2015/1630, art. 3(g) (with art. 6(1))

49 U.K. A disclosure for the purpose of enabling or assisting an enforcement authority under [F14 the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013] to exercise its functions under those Regulations.

Textual Amendments

F14 Words in Sch. 11A para. 49 substituted (with application in accordance with reg. 1(2) of the amending S.I.) by The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (S.I. 2013/3134), reg. 1(1), Sch. 4 para. 6(b) (with reg. 6)

50 U.K. A disclosure for the purpose of enabling or assisting an enforcement authority under the Financial Services (Distance Marketing) Regulations 2004 ( S.I. 2004/2095) to exercise its functions under those Regulations.

51 U.K. A disclosure for the purpose of enabling or assisting a local weights and measures authority in England and Wales to exercise its functions under section 230(2) of the Enterprise Act 2002 (c.40) (notice of intention to prosecute, etc ).

[F15 51A. U.K. A disclosure for the purpose of enabling or assisting the lead enforcement authority (as defined in section 33(1) of the Estate Agents Act 1979) to exercise its functions under the Estate Agents Act 1979.]

Textual Amendments

F15 Sch. 11A para. 51A inserted (31.3.2014) by The Public Bodies (Abolition of the National Consumer Council and Transfer of the Office of Fair Trading’s Functions in relation to Estate Agents etc) Order 2014 (S.I. 2014/631), art. 1(5), Sch. 2 para. 5(3)(b) (with Sch. 1 para. 28, 2 paras. 13-15)

52 U.K. A disclosure for the purpose of enabling or assisting the [F16 Financial Conduct Authority or the Prudential Regulation Authority] to exercise its functions under any of the following—

(a) the legislation relating to friendly societies F17 ...;

[(aa ) the Consumer Credit Act 1974;]

[F18 (ab) the Credit Unions Act 1979;]

(b) the Building Societies Act 1986 (c.53);

(c) Part 7 of the Companies Act 1989 (c.40) (financial markets and insolvency);

(d) the Financial Services and Markets Act 2000 (c.8).

[F19 (e) the Co-operative and Community Benefit Societies Act 2014.]

Textual Amendments

F16 Words in Sch. 11A para. 52 substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 124(3)(c) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F17 Words in Sch. 11A para. 52(a) omitted (1.8.2014) by virtue of Co-operative and Community Benefit Societies Act 2014 (c. 14), s. 154, Sch. 4 para. 103(2) (with Sch. 5)

F18 Sch. 11A para. 52(ab) inserted (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), s. 154, Sch. 4 para. 103(3) (with Sch. 5)

F19 Sch. 11A para. 52(e) inserted (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), s. 154, Sch. 4 para. 103(4) (with Sch. 5)

Modifications etc. (not altering text)

C4 ch. 11A para. 52 modified (8.7.2021) by The Payment and Electronic Money Institution Insolvency Regulations 2021 (S.I. 2021/716), reg. 2, Sch. 3 para. 5(e)(ii) (with reg. 5) (as amended (4.1.2024) by S.I. 2023/1399, regs. 1(2), 4)

F20 53 U.K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F20 Sch. 11A para. 53 repealed (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 19 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

54 U.K. A disclosure for the purpose of enabling or assisting a body corporate established in accordance with section 212(1) of the Financial Services and Markets Act 2000 (compensation scheme manager) to exercise its functions.

55 U.K. A disclosure for the purpose of enabling or assisting a recognised investment exchange [F21 , a recognised clearing house or a recognised CSD] to exercise its functions as such.“ Recognised investment exchange ” [F22 , “recognised clearing house” and “recognised CSD”] have the same meaning as in section 285 of the Financial Services and Markets Act 2000.

Textual Amendments

F21 Words in Sch. 11A para. 55 substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), reg. 1, Sch. para. 11(4)(a) (with regs. 7(4), 9(1))

F22 Words in Sch. 11A para. 55 substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), reg. 1, Sch. para. 11(4)(b) (with regs. 7(4), 9(1))

56 U.K. A disclosure for the purpose of enabling or assisting a person [F23 who is an operator of a relevant system for the purposes of the Uncertificated Securities Regulations 2001 (SI 2001/3755)] to exercise his functions.

Textual Amendments

F23 Words in Sch. 11A para. 56 substituted (27.3.2019) by The Uncertificated Securities (Amendment and EU Exit) Regulations 2019 (S.I. 2019/679), regs. 1(2), 2(3) (with regs. 10-12)

57 U.K. A disclosure for the purpose of enabling or assisting a body designated under section 326(1) of the Financial Services and Markets Act 2000 (designated professional bodies) to exercise its functions in its capacity as a body designated under that section.

58 U.K. A disclosure with a view to the institution of, or otherwise for the purposes of, civil proceedings arising under or by virtue of the Financial Services and Markets Act 2000.

59 U.K. A disclosure for the purpose of enabling or assisting a body designated by order under section 1252 of this Act (delegation of functions of Secretary of State) to exercise its functions under Part 42 of this Act (statutory auditors).

60 U.K. A disclosure for the purpose of enabling or assisting a recognised supervisory or qualifying body, within the meaning of Part 42 of this Act, to exercise its functions as such.

61 U.K. A disclosure for the purpose of making available to an audited person information relating to a statutory audit of that person's accounts.

[F24 62 U.K. A disclosure for the purpose of making available to the public information relating to inspections carried out under regulation 9 (monitoring of audits by the competent authority) of the Statutory Auditors and Third Country Auditors Regulations 2016 (S.I. 2016/649), provided such information does not identify any audited person.]

Textual Amendments

F24 Sch. 11A para. 62 substituted (1.5.2017) by The Statutory Auditors and Third Country Auditors Regulations 2017 (S.I. 2017/516), regs. 1(2), 13(9)

63 U.K. A disclosure for the purpose of enabling or assisting an official receiver (including the Accountant in Bankruptcy in Scotland and the Official Assignee in Northern Ireland) to exercise his functions under the enactments relating to insolvency.

F25 64 U.K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F25 Sch. 11A para. 64 omitted (1.10.2015) by virtue of Deregulation Act 2015 (c. 20), s. 115(7), Sch. 6 para. 22(15)(b); S.I. 2015/1732, art. 2(e)(vi) (with art. 7)

65 U.K. A disclosure for the purpose of enabling or assisting a body that is for the time being a recognised professional body for the purposes of section 391 of the Insolvency Act 1986 (recognised professional bodies) to exercise its functions as such.

66 U.K. A disclosure for the purpose of enabling or assisting an overseas regulatory authority to exercise its regulatory functions.“ Overseas regulatory authority ” and “ regulatory functions ” have the same meaning as in section 82 of the Companies Act 1989.

67 U.K. A disclosure for the purpose of enabling or assisting the Regulator of Community Interest Companies to exercise functions under the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27).

68 U.K. A disclosure with a view to the institution of, or otherwise for the purposes of, criminal proceedings.

69 U.K. A disclosure for the purpose of enabling or assisting a person authorised by the Secretary of State under Part 2, 3 or 4 of the Proceeds of Crime Act 2002 (c.29) to exercise his functions.

70 U.K. A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings on an application under section 6, 7 or 8 of the Company Directors Disqualification Act 1986 (c.46) (disqualification for unfitness).

[F26 71 U.K. A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Upper Tribunal in respect of—

[F27 (a) a decision of the Financial Conduct Authority;

(aa) a decision of the Prudential Regulation Authority;]

(b) a decision of the Bank of England; or

(c) a decision of a person relating to the assessment of any compensation or consideration under the Banking (Special Provisions) Act 2008 F28 [F29 , the Banking Act 2009 or the Financial Services and Markets Act 2023].]

Textual Amendments

F26 Sch. 11A para. 71 substituted (6.4.2010) by The Transfer of Tribunal Functions Order 2010 (S.I. 2010/22), arts. 1(2)(e), 5(1), Sch. 2 para. 143(a)

F27 Sch. 11A para. 71(a)(aa) substituted for Sch. 11A para. 71(a) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 124(3)(d) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F28 2008 c. 2.

F29 Words in Sch. 11A para. 71(c) substituted (31.12.2023) by Financial Services and Markets Act 2023 (c. 29), s. 86(3), Sch. 11 para. 161(3); S.I. 2023/1382, reg. 8(b)

72 U.K. A disclosure for the purposes of proceedings before the Financial Services Tribunal by virtue of the Financial Services and Markets Act 2000 (Transitional Provisions) (Partly Completed Procedures) Order 2001 ( S.I. 2001/3592).

73 U.K. A disclosure for the purposes of proceedings before [F30 a tribunal in relation to a decision of the Pensions Regulator].

Textual Amendments

F30 Words in Sch. 11A para. 73 substituted (N.I.) (6.4.2010) by Pensions Regulator Tribunal (Transfer of Functions) Act (Northern Ireland) 2010 (c. 4 (N.I.)), ss. 3(1), 5(2). {Sch. 1 para. 27} (with Sch. 2); S.R. 2010/101, art. 2; and (E.W.S) (6.4.2010) by The Transfer of Tribunal Functions Order 2010 (S.I. 2010/22), arts. 1(2)(e)(5)(a), 5(1), Sch. 2 para. 143(b)

74 U.K. A disclosure for the purpose of enabling or assisting a body appointed under section 14 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (supervision of periodic accounts and reports of issuers of listed securities) to exercise functions mentioned in subsection (2) of that section.

75 U.K. A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a relevant lawyer, foreign lawyer, auditor, accountant, valuer or actuary of his professional duties. In this paragraph—

• “ foreign lawyer ” means a person (other than a relevant lawyer) who is a foreign lawyer within the meaning of section 89(9) of the Courts and Legal Services Act 1990;

• “ relevant lawyer ” means—

  (a)

  a person who, for the purposes of the Legal Services Act 2007, is an authorised person in relation to an activity which constitutes a reserved legal activity (within the meaning of that Act),

  (b)

  a solicitor or barrister in Northern Ireland, or

  (c)

  a solicitor or advocate in Scotland.

76 U.K. A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a public servant of his duties.“ Public servant ” means an officer or employee of the Crown.

77 U.K. A disclosure for the purpose of the provision of a summary or collection of information framed in such a way as not to enable the identity of any person to whom the information relates to be ascertained.

78 U.K. A disclosure in pursuance of any [F31 [F32 assimilated] obligation].]

Textual Amendments

F31 Words in Sch. 11A para. 78 substituted (31.12.2020) by The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/177), regs. 2, 35(a); 2020 c. 1, Sch. 5 para. 1(1)

F32 Word in Sch. 11A para. 78 substituted (1.1.2024) by The Retained EU Law (Revocation and Reform) Act 2023 (Consequential Amendment) Regulations 2023 (S.I. 2023/1424), reg. 1(2), Sch. para. 61(2)(b)