Version Superseded: 26/10/2023
Point in time view as at 03/10/2022. This version of this provision has been superseded.
Companies Act 2006, Section 123 is up to date with all changes known to be in force on or before 06 March 2025. 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.
(1)If a limited company is formed under this Act with only one member there shall be entered in the company's register of members, with the name and address of the sole member, a statement that the company has only one member.
(2)If the number of members of a limited company falls to one, or if an unlimited company with only one member becomes a limited company on re-registration, there shall upon the occurrence of that event be entered in the company's register of members, with the name and address of the sole member—
(a)a statement that the company has only one member, and
(b)the date on which the company became a company having only one member.
(3)If the membership of a limited company increases from one to two or more members, there shall upon the occurrence of that event be entered in the company's register of members, with the name and address of the person who was formerly the sole member—
(a)a statement that the company has ceased to have only one member, and
(b)the date on which that event occurred.
(4)If a company makes default in complying with this section, an offence is committed by—
(a)the company, and
(b)every officer of the company who is in default.
(5)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
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