Companies Act 1948

1. Introductory Text

2. PART I Incorporation of Companies and Matters incidental thereto.

   1. Memorandum of Association.

      1. 1. Mode of forming incorporated company.

      2. 2. Requirements with respect to memorandum.

      3. 3. Stamp and signature of memorandum.

      4. 4. Restriction on alteration of memorandum.

      5. 5. Mode in which and extent to which objects of company may be altered.

   2. Articles of Association.

      1. 6. Articles prescribing regulations for companies.

      2. 7. Regulations required in case of unlimited company or company limited by guarantee.

      3. 8. Adoption and application of Table A.

      4. 9. Printing, stamp, and signature of articles.

      5. 10. Alteration of articles by special resolution.

   3. Form of Memorandum and Articles.

      1. 11. Statutory forms of memorandum and articles.

   4. Registration.

      1. 12. Registration of memorandum and articles.

      2. 13. Effect of registration.

      3. 14. Power of company to hold lands.

      4. 15. Conclusiveness of certificate of incorporation.

      5. 16. Registration of unlimited company as limited.

   5. Provisions with respect to Names of Companies.

      1. 17. Prohibition of registration of companies by undesirable names.

      2. 18. Change of name.

      3. 19. Power to dispense with “limited ” in name of charitable and other companies.

   6. General Provisions with respect to Memorandum and Articles.

      1. 20. Effect of memorandum and articles.

      2. 21. Provision as to memorandum and articles of companies limited by guarantee.

      3. 22. Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.

      4. 23. Power to alter conditions in memorandum which could have been contained in articles.

      5. 24. Copies of memorandum and articles to be given to members.

      6. 25. Issued copies of memorandum to embody alterations.

   7. Membership of Company.

      1. 26. Definition of member.

      2. 27. Membership of holding company.

   8. Private Companies.

      1. 28. Meaning of “private company ”.

      2. 29. Consequences of default in complying with conditions constituting a company a private company.

      3. 30. Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be private company.

   9. Reduction of Number of Members below Legal Minimum.

      1. 31. Members severally liable for debts where business carried on with fewer than seven, or in case of private company two, members.

   10. Contracts, &c.

       1. 32. Form or contracts.

       2. 33. Bills of exchange and promissory notes.

       3. 34. Execution of deeds abroad.

       4. 35. Power for company to have official seal for use abroad.

   11. Authentication of Documents.

       1. 36. Authentication of documents.

3. PART II Share Capital and Debentures.

   1. Prospectus.

      1. 37. Dating of prospectus.

      2. 38. Matters to be stated and reports to be set out in prospectus.

      3. 39. Exclusion of foregoing section and relaxation of Fourth Schedule in case of certain prospectuses.

      4. 40. Expert's consent to issue of prospectus containing statement by him.

      5. 41. Registration of prospectus.

      6. 42. Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.

      7. 43. Civil liability for mis-statements in prospectus.

      8. 44. Criminal liability for mis-statements in prospectus.

      9. 45. Document containing offer of shares or debentures for sale to be deemed prospectus.

      10. 46. Interpretation of provisions relating to prospectuses.

   2. Allotment.

      1. 47. Prohibition of allotment unless minimum subscription received.

      2. 48. Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.

      3. 49. Effect of irregular allotment.

      4. 50. Applications for, and allotment of, shares and debentures.

      5. 51. Allotment of shares and debentures to be dealt in on stock exchange.

      6. 52. Return as to allotments.

   3. Commissions and Discounts, &c.

      1. 53. Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c.

      2. 54. Prohibition of provision of financial assistance by company for purchase of or subscription for its own, or its holding company's, shares.

   4. Construction of References to offering Shares or Debentures to the Public.

      1. 55. Construction of references to offering shares or debentures to the public.

   5. Issue of Shares at Premium and Discount and Redeemable Preference Shares.

      1. 56. Application of premiums received on issue of shares.

      2. 57. Power to issue shares at a discount.

      3. 58. Power to issue redeemable preference shares.

   6. Miscellaneous Provisions as to Share Capital.

      1. 59. Power of company to arrange for different amounts being paid on shares.

      2. 60. Reserve liability of limited company.

      3. 61. Power of company limited by shares to alter its share capital.

      4. 62. Notice to registrar of consolidation of share capital, conversion of shares into stock, &c.

      5. 63. Notice of increase of share capital.

      6. 64. Power of unlimited company to provide for reserve share capital on re-registration.

      7. 65. Power of company to pay interest out of capital in certain cases.

   7. Reduction of Share Capital.

      1. 66. Special resolution for reduction of share capital.

      2. 67. Application to court for confirming order, objections by creditors, and settlement of list of objecting creditors.

      3. 68. Order confirming reduction and powers of court on making such order.

      4. 69. Registration of order and minute of reduction.

      5. 70. Liability of members in respect of reduced shares.

      6. 71. Penalty for concealing name of creditor, &c.

   8. Variation of Shareholders' Rights.

      1. 72. Rights of holders of special classes of shares.

   9. Transfer of Shares and Debentures, Evidence of Title, &c.

      1. 73. Nature of shares.

      2. 74. Numbering of shares.

      3. 75. Transfer not to be registered except on production of instrument of transfer.

      4. 76. Transfer by personal representative.

      5. 77. Registration of transfer at request of transferor.

      6. 78. Notice of refusal to register transfer.

      7. 79. Certification of transfers.

      8. 80. Duties of company with respect to issue of certificates.

      9. 81. Certificate to be evidence of title.

      10. 82. Evidence of grant of probate.

      11. 83. Issue and effect of share warrants to bearer.

      12. 84. Penalty for personation of shareholder.

      13. 85. Offences in connection with share warrants in Scotland.

   10. Special Provisions as to Debentures.

       1. 86. Provisions as to registers of debenture holders.

       2. 87. Rights of inspection of register of debenture holders and to copies of register and trust deed.

       3. 88. Liability of trustees for debenture holders.

       4. 89. Perpetual debentures.

       5. 90. Power to re-issue redeemed debentures in certain cases.

       6. 91. Saving, in case of re-issued debentures, of rights of certain mortgagees.

       7. 92. Specific performance of contracts to subscribe for debentures.

       8. 93. Validity of debentures to bearer in Scotland.

       9. 94. Payment of certain debts out of assets subject to floating charge in priority to claims under the charge.

4. PART III Registration of Charges.

   1. Registration of Charges with Registrar of Companies.

      1. 95. Registration of charges created by companies registered in England.

      2. 96. Duty of company to register charges created by company.

      3. 97. Duty of company to register charges existing on property acquired.

      4. 98. Register of charges to be kept by registrar of companies.

      5. 99. Endorsement of certificate of registration on debentures.

      6. 100. Entries of satisfaction and release of property from charge.

      7. 101. Rectification of register of charges.

      8. 102. Registration of enforcement of security.

   2. Provisions as to Company's Register of Charges and as to Copies of Instruments creating Charges.

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

      2. 104. Company's register of charges.

      3. 105. Right to inspect copies of instruments creating mortgages and charges and company's register of charges.

   3. Application of Part III to Companies incorporated outside England.

      1. 106. Application of Part III to charges created, and property subject to charge acquired, by company incorporated outside England.

5. PART IV Management and Administration.

   1. Registered Office and Name.

      1. 107. Registered office of company.

      2. 108. Publication of name by company.

   2. Restrictions on Commencement of Business.

      1. 109. Restrictions on commencement of business.

   3. Register of Members.

      1. 110. Register of members.

      2. 111. Index of members.

      3. 112. Provisions as to entries in register in relation to share warrants.

      4. 113. Inspection of register and index.

      5. 114. Consequences of failure to comply with requirements as to register owing to agent's default.

      6. 115. Power to close register.

      7. 116. Power of court to rectify register.

      8. 117. Trusts not to be entered on register in England.

      9. 118. Register to be evidence.

   4. Dominion Register.

      1. 119. Power for company to keep dominion register.

      2. 120. Regulations as to dominion register.

      3. 121. Stamp duties in case of shares registered in dominion registers.

      4. 122. Power to extend provisions as to dominion registers to other countries.

      5. 123. Provisions as to branch registers of dominion companies kept in the United Kingdom.

   5. Annual Return.

      1. 124. Annual return to be made by company having a share capital.

      2. 125. Annual return to be made by company not having a share capital.

      3. 126. Time for completion of annual return.

      4. 127. Documents to be annexed to annual return.

      5. 128. Certificates to be sent by private company with annual return.

      6. 129. Exemption, in certain cases, of private companies from requirements of s.127.

   6. Meetings and Proceedings.

      1. 130. Statutory meeting and statutory report.

      2. 131. Annual general meeting.

      3. 132. Convening of extraordinary general meeting on requisition.

      4. 133. Length of notice for calling meetings.

      5. 134. General provisions as to meetings and votes.

      6. 135. Power of court to order meeting.

      7. 136. Proxies.

      8. 137. Right to demand a poll.

      9. 138. Voting on a poll.

      10. 139. Representation of corporations at meetings of companies and of creditors.

      11. 140. Circulation of members' resolutions, &c.

      12. 141. Extraordinary and special resolutions.

      13. 142. Resolutions requiring special notice.

      14. 143. Registration and copies of certain resolutions and agreements.

      15. 144. Resolutions passed at adjourned meetings.

      16. 145. Minutes of proceedings of meetings of company and of directors and managers.

      17. 146. Inspection of minute books.

   7. Accounts and Audit.

      1. 147. Keeping of books of account.

      2. 148. Profit and loss account and balance sheet.

      3. 149. General provisions as to contents and form of accounts.

      4. 150. Obligation to lay group accounts before holding company.

      5. 151. Form of group accounts.

      6. 152. Contents of group accounts.

      7. 153. Financial year of holding company and subsidiary.

      8. 154. Meaning of “holding company ” and “subsidiary ”.

      9. 155. Signing of balance sheet.

      10. 156. Accounts and auditors' report to be annexed to balance sheet.

      11. 157. Directors report to be attached to balance sheet.

      12. 158. Right to receive copies of balance sheets and auditors' report.

      13. 159. Appointment and remuneration of auditors.

      14. 160. Provisions as to resolutions relating to appointment and removal of auditors.

      15. 161. Disqualifications for appointment as auditor.

      16. 162. Auditors' report and right of access to books and to attend and be heard at general meetings.

      17. 163. Construction of references to documents annexed to accounts.

   8. Inspection.

      1. 164. Investigation of company's affairs on application of members.

      2. 165. Investigation of company's affairs in other cases.

      3. 166. Power of inspectors to carry investigation into affairs of related companies.

      4. 167. Production of documents, and evidence, on investigation.

      5. 168. Inspectors' report.

      6. 169. Proceedings on inspectors' report.

      7. 170. Expenses of investigation of company's affairs.

      8. 171. Inspectors' report to be evidence.

      9. 172. Appointment and powers of inspectors to investigate ownership of company.

      10. 173. Power to require information as to persons interested in shares or debentures.

      11. 174. Power to impose restrictions on shares or debentures.

      12. 175. Saving for solicitors and bankers.

   9. Directors and other Officers.

      1. 176. Directors.

      2. 177. Secretary.

      3. 178. Prohibition of certain persons being sole director or secretary.

      4. 179. Avoidance of acts done by person in dual capacity as director and secretary.

      5. 180. Validity of acts of directors.

      6. 181. Restrictions on appointment or advertisement of director.

      7. 182. Share qualifications of directors.

      8. 183. Appointment of directors to be voted on individually.

      9. 184. Removal of directors.

      10. 185. Retirement of directors under age limit.

      11. 186. Duty of directors to disclose age to company.

      12. 187. Provisions as to undischarged bankrupts acting as directors.

      13. 188. Power to restrain fraudulent persons from managing companies.

      14. 189. Prohibition of tax-free payments to directors.

      15. 190. Prohibition of loans to directors.

      16. 191. Approval of company requisite for payment by it to director for loss of office, &c.

      17. 192. Approval of company requisite for any payment, in connection with transfer of its property, to director for loss of office, &c.

      18. 193. Duty of director to disclose payment for loss of office, &c, made in connection with transfer of shares in company.

      19. 194. Provisions supplementary to three foregoing sections.

      20. 195. Register of directors' shareholdings, &c.

      21. 196. Particulars in accounts of directors' salaries, pensions, &c.

      22. 197. Particulars in accounts of loans to officers, &c.

      23. 198. General duty to make disclosure for purposes of three foregoing sections.

      24. 199. Disclosure by directors of interests in contracts.

      25. 200. Register of directors and secretaries.

      26. 201. Particulars with respect to directors in trade catalogues, circulars, &c.

      27. 202. Limited company may have directors with unlimited liability.

      28. 203. Special resolution of limited company making liability of directors unlimited.

      29. 204. Provisions as to assignment of office by directors.

   10. Avoidance of Provisions in Articles or Contracts relieving Officers from Liability.

       1. 205. Provisions as to liability of officers and auditors.

   11. Arrangements and Reconstructions.

       1. 206. Power to compromise, with creditors and members.

       2. 207. Information as to compromises with creditors and members.

       3. 208. Provisions for facilitating reconstruction and amalgamation of companies.

       4. 209. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.

   12. Minorities.

       1. 210. Alternative remedy to winding up in cases of oppression.

6. PART V Winding Up.

   1. (i) PRELIMINARY

      1. Modes of Winding Up.

         1. 211. Modes of winding up.

      2. Contributories.

         1. 212. Liability as contributories of present and past members.

         2. 213. Definition of “contributory ”.

         3. 214. Nature of liability of contributory.

         4. 215. Contributories in case of death, of member.

         5. 216. Contributories in case of bankruptcy of member.

         6. 217. Provision as to married women.

   2. (ii) WINDING UP BY THE COURT

      1. Jurisdiction.

         1. 218. Jurisdiction to wind up companies registered in England.

         2. 219. Transfer of proceedings from one court to another and statement of case by county court.

         3. 220. Jurisdiction to wind up companies registered in Scotland.

         4. 221. Power in Scotland to remit winding up to Lord Ordinary.

      2. Cases in which Company may be wound up by Court.

         1. 222. Circumstances in which company may be wound up by court.

         2. 223. Definition of inability to pay debts.

      3. Petition for Winding Up and Effects thereof.

         1. 224. Provisions as to applications for winding up.

         2. 225. Powers of court on hearing petition.

         3. 226. Power to stay or restrain proceedings against company.

         4. 227. Avoidance of dispositions of property, &c, after commencement of winding up.

         5. 228. Avoidance of attachments, &c, in case of English company, and in case of effects in England of Scottish company.

      4. Commencement of Winding Up.

         1. 229. Commencement of winding up by the court.

      5. Consequences of Winding-up Order.

         1. 230. Copy of order to be forwarded to registrar.

         2. 231. Actions stayed on winding-up order.

         3. 232. Effect of winding-up order.

      6. Official Receiver in English Winding Up.

         1. 233. Official receiver in bankruptcy to be official receiver for winding-up purposes.

         2. 234. Appointment of official receiver by court in certain cases.

         3. 235. Statement of company's affairs to be submitted to official receiver.

         4. 236. Report by official receiver.

      7. Liquidators.

         1. 237. Power of court to appoint liquidators.

         2. 238. Appointment and powers of provisional liquidator.

         3. 239. Appointment, style, &c, of liquidators in England.

         4. 240. Provisions where person other than official receiver is appointed liquidator.

         5. 241. Provisions as to liquidators in Scotland.

         6. 242. General provisions as to liquidators.

         7. 243. Custody of company's property.

         8. 244. Vesting of property of company in liquidator.

         9. 245. Powers of liquidator.

         10. 246. Exercise and control of liquidator's powers in England.

         11. 247. Books to be kept by liquidator in England.

         12. 248. Payments of liquidator in England into bank.

         13. 249. Audit of liquidator's accounts in England.

         14. 250. Control of Board of Trade over liquidators in England.

         15. 251. Release of liquidators in England.

      8. Committees of Inspection.

         1. 252. Meetings of creditors and contributories to determine whether committee of inspection shall be appointed.

         2. 253. Constitution and proceedings of committee of inspection.

         3. 254. Powers of Board of Trade in England where no committee of inspection.

         4. 255. Additional powers of committee of inspection in Scotland.

      9. General Powers of Court in case of Winding up by Court.

         1. 256. Power to stay winding up.

         2. 257. Settlement of list of contributories and application of assets.

         3. 258. Delivery of property to liquidator.

         4. 259. Payment of debts due by contributory to company and extent to which set-off allowed.

         5. 260. Power of court to make calls.

         6. 261. Payment into Bank of moneys due to company.

         7. 262. Order on contributory conclusive evidence.

         8. 263. Appointment in England of special manager.

         9. 264. Power to exclude creditors not proving in time.

         10. 265. Adjustment of rights of contributories.

         11. 266. Inspection of books by creditors and contributories.

         12. 267. Power to order costs of winding up to be paid out of assets.

         13. 268. Power to summon persons suspected of having property of company, &c.

         14. 269. Attendance of officers of company at meetings of creditors, &c, in Scotland.

         15. 270. Power in England to order public examination of promoters and officers.

         16. 271. Power to arrest absconding contributory.

         17. 272. Powers of court cumulative.

         18. 273. Delegation to liquidator of certain powers of court in England.

         19. 274. Dissolution of company.

      10. Enforcement of and Appeal from Orders.

          1. 275. Order for calls on contributories in Scotland.

          2. 276. Enforcement throughout United Kingdom of orders made in winding up.

          3. 277. Appeals from orders in Scotland.

   3. (iii) VOLUNTARY WINDING UP

      1. Resolutions for, and Commencement of, Voluntary Winding Up.

         1. 278. Circumstances in which company may be wound up voluntarily.

         2. 279. Notice of resolution to wind up voluntarily.

         3. 280. Commencement of voluntary winding up.

      2. Consequences of Voluntary Winding Up.

         1. 281. Effect of voluntary winding up on business and status of company.

         2. 282. Avoidance of transfers, &c., after commencement of voluntary winding up.

      3. Declaration of Solvency.

         1. 283. Statutory declaration of solvency in case of proposal to wind up voluntarily.

      4. Provisions applicable to a Members' Voluntary Winding Up.

         1. 284. Provisions applicable to a members' winding up.

         2. 285. Power of company to appoint and fix remuneration of liquidators.

         3. 286. Power to fill vacancy in office of liquidator.

         4. 287. Power of liquidator to accept shares, &c, as consideration for sale of property of company.

         5. 288. Duty of liquidator to call creditors' meeting in case of insolvency.

         6. 289. Duty of liquidator to call general meeting at end of each year.

         7. 290. Final meeting and dissolution.

         8. 291. Alternative provisions as to annual and final meetings in case of insolvency.

      5. Provisions applicable to a Creditors' Voluntary Winding Up.

         1. 292. Provisions applicable to a creditors' winding up.

         2. 293. Meeting of creditors.

         3. 294. Appointment of liquidator.

         4. 295. Appointment of committee of inspection.

         5. 296. Fixing of liquidators' remuneration and cesser of directors' powers.

         6. 297. Power to fill vacancy in office of liquidator.

         7. 298. Application of s.287 to a creditors' voluntary winding up.

         8. 299. Duty of liquidator to call meetings of company and of creditors at end of each year.

         9. 300. Final meeting and dissolution.

      6. Provisions applicable to every Voluntary Winding Up.

         1. 301. Provisions applicable to every voluntary winding up.

         2. 302. Distribution of property of company.

         3. 303. Powers and duties of liquidator in voluntary winding up.

         4. 304. Power of court to appoint and remove liquidator in voluntary winding up.

         5. 305. Notice by liquidator of his appointment.

         6. 306. Arrangement when binding on creditors.

         7. 307. Power to apply to court to have questions determined or powers exercised.

         8. 308. Power of court in Scotland to stay proceedings against company.

         9. 309. Costs of voluntary winding up.

         10. 310. Saving for rights of creditors and contributories.

   4. (iv) WINDING UP SUBJECT TO SUPERVISION OF COURT

      1. 311. Power to order winding up subject to supervision.

      2. 312. Effect of petition for winding up subject to supervision.

      3. 313. Application of ss.227 and 228 to winding up subject to supervision.

      4. 314. Power of court to appoint or remove liquidators.

      5. 315. Effect of supervision order.

   5. (v) PROVISIONS APPLICABLE TO EVERY MODE OF WINDING UP

      1. Proof and Ranking of Claims.

         1. 316. Debts of all descriptions may be proved.

         2. 317. Application of bankruptcy rules in winding up of insolvent English companies.

         3. 318. Ranking of claims in Scotland.

         4. 319. Preferential payments.

      2. Effect of Winding Up on antecedent and other Transactions.

         1. 320. Fraudulent preference.

         2. 321. Liabilities and rights of certain fraudulently preferred persons.

         3. 322. Effect of floating charge.

         4. 323. Disclaimer of onerous property in case of company wound up in England.

         5. 324. Liability for rentcharge on company's land after disclaimer.

         6. 325. Restriction of rights of creditor as to execution or attachment in case of company being wound up in England.

         7. 326. Duties of sheriff as to goods taken in execution.

         8. 327. Effect of diligence within 60 days of winding up in case of Scottish company and in case of effects in Scotland of English company.

      3. Offences antecedent to or in course of Winding Up.

         1. 328. Offences by officers of companies in liquidation.

         2. 329. Penalty for falsification of books.

         3. 330. Frauds by officers of companies which have gone into liquidation.

         4. 331. Liability where proper accounts not kept.

         5. 332. Responsibility for fraudulent trading of persons concerned.

         6. 333. Power of court to assess damages against delinquent directors, &c.

         7. 334. Prosecution of delinquent officers and members of company.

      4. Supplementary Provisions as to Winding up.

         1. 335. Disqualification for appointment as liquidator.

         2. 336. Corrupt inducement affecting appointment as liquidator.

         3. 337. Enforcement of duty of liquidator to make returns, &c.

         4. 338. Notification that a company is in liquidation.

         5. 339. Exemption of certain documents from stamp duty on winding up of companies.

         6. 340. Books of company to be evidence.

         7. 341. Disposal of books and papers of company.

         8. 342. Information as to pending liquidations.

         9. 343. Unclaimed assets in England to be paid to Companies Liquidation Account.

         10. 344. Unclaimed dividends, &c, in Scotland to be lodged in bank.

         11. 345. Resolutions passed at adjourned meetings of creditors and contributories.

      5. Supplementary Powers of Court.

         1. 346. Meetings to ascertain wishes of creditors or contributories.

         2. 347. Judicial notice of signature of officers.

         3. 348. Special commission for receiving evidence.

         4. 349. Court may order examination of persons in Scotland.

         5. 350. Costs of application for leave to proceed against company being wound up in Scotland.

         6. 351. Affidavits, &c, in United Kingdom and dominions.

      6. Provisions as to Dissolution.

         1. 352. Power of court to declare dissolution of company void.

         2. 353. Registrar may strike defunct company off register.

         3. 354. Property of dissolved company to be bona vacantia.

         4. 355. Power of Crown to disclaim title to property vesting under foregoing section.

         5. 356. Liability for rentcharge on company's land after dissolution.

      7. Special Provisions as to Stannaries.

         1. 357. Attachment of debt due to contributory on winding up in stannaries court.

         2. 358. Preferential payments in stannaries cases.

         3. 359. Provisions as to mine club funds.

      8. Central Accounts.

         1. 360. Companies Liquidation Account.

         2. 361. Investment of surplus funds on general account.

         3. 362. Separate accounts of particular estates.

      9. Officers.

         1. 363. Officers and remuneration.

         2. 364. Returns by officers in English winding up.

      10. Rules and Fees.

          1. 365. General rules and fees for winding up.

7. PART VI Receivers and Managers.

   1. 366. Disqualification of body corporate for appointment as receiver.

   2. 367. Disqualification of undischarged bankrupt from acting as receiver or manager.

   3. 368. Power in England to appoint official receiver as receiver for debenture holders or creditors.

   4. 369. Receivers and managers appointed out of court.

   5. 370. Notification that receiver or manager appointed.

   6. 371. Power of court to fix remuneration on application of liquidator.

   7. 372. Provisions as to information where receiver or manager appointed.

   8. 373. Special provisions as to statement submitted to receiver.

   9. 374. Delivery to registrar of accounts of receivers and managers.

   10. 375. Enforcement of duty of receivers and managers to make returns, &c.

   11. 376. Construction of references to receivers and managers.

8. PART VII Application of Act to Companies formed or registered under former Acts.

   1. 377. Application of Act to companies formed and registered under former Companies Acts.

   2. 378. Application of Act to companies registered but not formed under former Companies Acts.

   3. 379. Application of Act to unlimited companies re-registered under former Companies Acts.

   4. 380. Provisions as to companies registered under the Joint Stock Companies Acts.

   5. 381. Exclusion of companies registered in Northern Ireland or Eire.

9. PART VIII Companies not formed under this Act authorised to register under this Act.

   1. 382. Companies capable of being registered.

   2. 383. Definition of joint stock company.

   3. 384. Requirements for registration by joint stock companies.

   4. 385. Requirements for registration by other than joint stock companies.

   5. 386. Authentication of statements of existing companies.

   6. 387. Registrar may require evidence as to nature of company.

   7. 388. Change of name for purposes of registration.

   8. 389. Addition of “limited ” to name.

   9. 390. Certificate of registration of existing companies.

   10. 391. Vesting of property on registration.

   11. 392. Saving for existing liabilities.

   12. 393. Continuation of existing actions.

   13. 394. Effect of registration under Part VIII.

   14. 395. Power to substitute memorandum and articles for deed of settlement.

   15. 396. Power of court to stay or restrain proceedings.

   16. 397. Actions stayed on winding-up order.

10. PART IX Winding up of Unregistered Companies.

    1. 398. Meaning of unregistered company.

    2. 399. Winding up of unregistered companies.

    3. 400. Oversea companies may be wound up although dissolved.

    4. 401. Contributories in winding up of unregistered company.

    5. 402. Power of court to stay or restrain proceedings.

    6. 403. Actions stayed on winding-up order.

    7. 404. Provisions of Part IX cumulative.

    8. 405. Saving for enactments providing for winding up under former Companies Acts.

11. PART X Companies incorporated outside Great Britain.

    1. Provisions as to Establishment of Place of Business in Great Britain.

       1. 406. Application of ss.407 to 414.

       2. 407. Documents, &c, to be delivered to registrar by oversea companies carrying on business in Great Britain.

       3. 408. Power of oversea company to hold lands.

       4. 409. Return to be delivered to registrar by oversea company where documents, &c., altered.

       5. 410. Accounts of oversea company.

       6. 411. Obligation to state name of oversea company, whether limited, and country where incorporated.

       7. 412. Service on oversea company.

       8. 413. Office where documents to be filed.

       9. 414. Penalties.

       10. 415. Interpretation of ss. 407 to 414.

       11. 416. Special provisions as to delivery of documents by companies incorporated in Channel Islands or Isle of Man.

    2. Prospectuses.

       1. 417. Dating of prospectus and particulars to be contained therein.

       2. 418. Exclusion of foregoing section and relaxation of Fourth Schedule in case of certain prospectuses.

       3. 419. Provisions as to expert's consent, and allotment.

       4. 420. Registration of prospectus.

       5. 421. Penalty for contravention of four foregoing sections.

       6. 422. Civil liability for mis-statements in prospectus.

       7. 423. Interpretation of provisions as to prospectuses.

12. PART XI General Provisions as to Registration.

    1. 424. Registration offices in England and Scotland.

    2. 425. Fees.

    3. 426. Inspection, production and evidence of documents kept by registrar.

    4. 427. Power of registrar in England to direct removal of documents to Public Record Office.

    5. 428. Enforcement of duty of company to make returns to registrar.

13. PART XII Miscellaneous Provisions with respect to Banking and Insurance Companies, and certain Societies, Partnerships and Unregistered Companies.

    1. Provisions relating to Banking and Insurance Companies.

       1. 429. Prohibition of banking partnerships with more than ten members.

       2. 430. On registration of banking company with limited liability, notice to be given to customers.

       3. 431. Liability of bank of issue unlimited in respect of notes.

       4. 432. Privileges of banks making annual return.

       5. 433. Banking and certain other companies to publish periodical statement.

    2. Prohibition of Partnerships with more than twenty Members.

       1. 434. Prohibition of partnerships with more than twenty members.

    3. Application of certain Provisions of this Act to Unregistered Companies.

       1. 435. Application of certain provisions of this Act to unregistered companies.

14. PART XIII General.

    1. Form of Registers, &c.

       1. 436. Form of registers, &c.

    2. Service of Documents.

       1. 437. Service of documents on a company.

    3. Offences.

       1. 438. Penalty for false statements.

       2. 439. Penalty for improper use of word “limited ”.

       3. 440. Provision with respect to default fines and meaning of “officer in default ”.

       4. 441. Production and inspection of books where offence suspected.

       5. 442. Provisions as to summary proceedings.

       6. 443. Proceedings on indictment in Scotland against bodies corporate.

       7. 444. Application of fines.

       8. 445. Saving as to private prosecutors.

       9. 446. Saving for privileged communications.

    4. Legal Proceedings.

       1. 447. Costs in actions by certain limited companies.

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

       3. 449. Power to enforce orders.

       4. 450. Jurisdiction of stannaries court.

    5. General Provisions as to Board of Trade.

       1. 451. Annual report by Board of Trade.

       2. 452. Authentication of documents issued by Board of Trade.

       3. 453. Orders and certificates of Board to be evidence.

       4. 454. Power to alter tables and forms.

    6. Supplemental.

       1. 455. Interpretation.

       2. 456. Amendments of other Acts.

       3. 457. Construction of references in other Acts to subsidiary companies as defined by, and companies registered under, the Companies Act, 1929.

       4. 458. Effect of provisions of former Companies Acts as to registration of charges on land and keeping books of account.

       5. 459. Repeal and savings.

       6. 460. Provisions as to winding-up proceedings commenced before 1st November, 1929.

       7. 461. Application to Northern Ireland.

       8. 462. Short title and commencement.

15. SCHEDULES.

    1. FIRST SCHEDULE

       Tables A, B, C, D and E.

       1. TABLE A

          1. PART I Regulations for Management of a Company limited by Shares, not being a Private Company.

             1. Interpretation.

                1. 1. In these regulations :— “the Act ” means the Companies...

             2. Share Capital and Variation of Rights.

                1. 2. Without prejudice to any special rights previously conferred on the...

                2. 3. Subject to the provisions of section 58 of the Act,...

                3. 4. If at any time the share capital is divided into...

                4. 5. The rights conferred upon the holders of the shares of...

                5. 6. The company may exercise the powers of paying commissions conferred...

                6. 7. Except as required by law, no person shall be recognised...

                7. 8. Every person whose name is entered as a member in...

                8. 9. If a share certificate be defaced, lost or destroyed, it...

                9. 10. The company shall not give, whether directly or indirectly, and...

             3. Lien.

                1. 11. The company shall have a first and paramount lien on...

                2. 12. The company may sell, in such manner as the directors...

                3. 13. To give effect to any such sale the directors may...

                4. 14. The proceeds of the sale shall be received by the...

             4. Calls on Shares.

                1. 15. The directors may from time to time make calls upon...

                2. 16. A call shall be deemed to have been made at...

                3. 17. The joint holders of a share shall be jointly and...

                4. 18. If a sum called in respect of a share is...

                5. 19. Any sum which by the terms of issue of a...

                6. 20. The directors may, on the issue of shares, differentiate between...

                7. 21. The directors may, if they think fit, receive from any...

             5. Transfer of Shares.

                1. 22. The instrument of transfer of any share shall be executed...

                2. 23. Subject to such of the restrictions of these regulations as...

                3. 24. The directors may decline to register the transfer of a...

                4. 25. The directors may also decline to recognise any instrument of...

                5. 26. If the directors refuse to register a transfer they shall...

                6. 27. The registration of transfers may be suspended at such times...

                7. 28. The company shall be entitled to charge a fee not...

             6. Transmission of Shares.

                1. 29. In case of the death of a member the survivor...

                2. 30. Any person becoming entitled to a share in consequence of...

                3. 31. If the person so becoming entitled shall elect to be...

                4. 32. A person becoming entitled to a share by reason of...

             7. Forfeiture of Shares.

                1. 33. If a member fails to pay any call or instalment...

                2. 34. The notice shall name a further day (not earlier than...

                3. 35. If the requirements of any such notice as aforesaid are...

                4. 36. A forfeited share may be sold or otherwise disposed of...

                5. 37. A person whose shares have been forfeited shall cease to...

                6. 38. A statutory declaration in writing that the declarant is a...

                7. 39. The provisions of these regulations as to forfeiture shall apply...

             8. Conversion of Shares into Stock.

                1. 40. The company may by ordinary resolution convert any paid-up shares...

                2. 41. The holders of stock may transfer the same, or any...

                3. 42. The holders of stock shall, according to the amount of...

                4. 43. Such of the regulations of the company as are applicable...

             9. Alteration of Capital.

                1. 44. The company may from time to time by ordinary resolution...

                2. 45. The company may by ordinary resolution— (a) consolidate and divide...

                3. 46. The company may by special resolution reduce its share capital,...

             10. General Meetings.

                 1. 47. The company shall in each year hold a general meeting...

                 2. 48. All general meetings other than annual general meetings shall be...

                 3. 49. The directors may, whenever they think fit, convene an extraordinary...

             11. Notice of General Meetings.

                 1. 50. An annual general meeting and a meeting called for the...

                 2. 51. The accidental omission to give -notice of a meeting to,...

             12. Proceedings at General Meetings.

                 1. 52. All business shall be deemed special that is transacted at...

                 2. 53. No business shall be transacted at any general meeting unless...

                 3. 54. If within half an hour from the time appointed for...

                 4. 55. The chairman, if any, of the board of directors shall...

                 5. 56. If at any meeting no director is willing to act...

                 6. 57. The chairman may, with the consent of any meeting at...

                 7. 58. At any general meeting a resolution put to the vote...

                 8. 59. Except as provided in regulation 61, if a poll is...

                 9. 60. In the case of an equality of votes, whether on...

                 10. 61. A poll demanded on the election of a chairman or...

             13. Votes of Members.

                 1. 62. Subject to any rights or restrictions for the time being...

                 2. 63. In the case of joint holders the vote of the...

                 3. 64. A member of unsound mind, or in respect of whom...

                 4. 65. No member shall be entitled to vote at any general...

                 5. 66. No objection shall be raised to the qualification of any...

                 6. 67. On a poll votes may be given either personally or...

                 7. 68. The instrument appointing a proxy shall be in writing under...

                 8. 69. The instrument appointing a proxy and the power of attorney...

                 9. 70. An instrument appointing a proxy shall be in the following...

                 10. 71. Where it is desired to afford members an opportunity of...

                 11. 72. The instrument appointing a proxy shall be deemed to confer...

                 12. 73. A vote given in accordance with the terms of an...

             14. Corporations acting by Representatives at Meetings.

                 1. 74. Any corporation which is a member of the company may...

             15. Directors.

                 1. 75. The number of the directors and the names of the...

                 2. 76. The remuneration of the directors shall from time to time...

                 3. 77. The shareholding qualification for directors may be fixed by the...

                 4. 78. A director of the company may be or become a...

             16. Borrowing Powers.

                 1. 79. The directors may exercise all the powers of the company...

             17. Powers and Duties of Directors.

                 1. 80. The business of the company shall be managed by the...

                 2. 81. The directors may from time to time and at any...

                 3. 82. The company may exercise the powers conferred by section 35...

                 4. 83. The company may exercise the powers conferred upon the company...

                 5. 84. (1) A director who is in any way, whether directly...

                 6. 85. All cheques, promissory notes, drafts, bills of exchange and other...

                 7. 86. The directors shall cause minutes to be made in books...

                 8. 87. The directors on behalf of the company may pay a...

             18. Disqualification of Directors.

                 1. 88. The office of director shall be vacated if the director—...

             19. Rotation of Directors.

                 1. 89. At the first annual general meeting of the company all...

                 2. 90. The directors to retire in every year shall be those...

                 3. 91. A retiring director shall be eligible for re-election.

                 4. 92. The company at the meeting at which a director retires...

                 5. 93. No person other than a director retiring at the meeting...

                 6. 94. The company may from time to time by ordinary resolution...

                 7. 95. The directors shall have power at any time, and from...

                 8. 96. The company may by ordinary resolution, of which special notice...

                 9. 97. The company may by ordinary resolution appoint another person in...

             20. Proceedings of Directors.

                 1. 98. The directors may meet together for the despatch of business,...

                 2. 99. The quorum necessary for the transaction of the business of...

                 3. 100. The continuing directors may act notwithstanding any vacancy in their...

                 4. 101. The directors may elect a chairman of their meetings and...

                 5. 102. The directors may delegate any of their powers to committees...

                 6. 103. A committee may elect a chairman of its meetings; if...

                 7. 104. A committee may meet and adjourn as it thinks proper....

                 8. 105. All acts done by any meeting of the directors or...

                 9. 106. A resolution in writing, signed by all the directors for...

             21. Managing Director.

                 1. 107. The directors may from time to time appoint one or...

                 2. 108. A managing director shall receive such remuneration (whether by way...

                 3. 109. The directors may entrust to and confer upon a managing...

             22. Secretary.

                 1. 110. The secretary shall be appointed by the directors for such...

                 2. 111. No person shall be appointed or hold office as secretary...

                 3. 112. A provision of the Act or these regulations requiring or...

             23. The Seal.

                 1. 113. The directors shall provide for the safe custody of the...

             24. Dividends and Reserve.

                 1. 114. The company in general meeting may declare dividends, but no...

                 2. 115. The directors may from time to time pay to the...

                 3. 116. No dividend shall be paid otherwise than out of profits....

                 4. 117. The directors may, before recommending any dividend, set aside out...

                 5. 118. Subject to the rights of persons, if any, entitled to...

                 6. 119. The directors may deduct from any dividend payable to any...

                 7. 120. Any general meeting declaring a dividend or bonus may direct...

                 8. 121. Any dividend, interest or other moneys payable in cash in...

                 9. 122. No dividend shall bear interest against the company.

             25. Accounts.

                 1. 123. The directors shall cause proper books of account to be...

                 2. 124. The books of account shall be kept at the registered...

                 3. 125. The directors shall from time to time determine whether and...

                 4. 126. The directors shall from time to time, in accordance with...

                 5. 127. A copy of every balance sheet (including every document required...

             26. Capitalisation of Profits.

                 1. 128. The company in general meeting may upon the recommendation of...

                 2. 129. Whenever such a resolution as aforesaid shall have been passed...

             27. Audit.

                 1. 130. Auditors shall be appointed and their duties regulated in accordance...

             28. Notices.

                 1. 131. A notice may be given by the company to any...

                 2. 132. A notice may be given by the company to the...

                 3. 133. A notice may be given by the company to the...

                 4. 134. Notice of every general meeting shall be given in any...

             29. Winding up.

                 1. 135. If the company shall be wound up the liquidator may,...

             30. Indemnity.

                 1. 136. Every director, managing director, agent, auditor, secretary and other officer...

          2. PART II Regulations for the Management of a Private Company limited by Shares.

             1. 1. The regulations contained in Part I of Table A (with...

             2. 2. The company is a private company and accordingly—

             3. 3. The directors may, in their absolute discretion and without assigning...

             4. 4. No business shall be transacted at any general meeting unless...

             5. 5. Subject to the provisions of the Act, a resolution in...

             6. 6. The directors may at any time require any person whose...

       2. TABLE B

          FORM OF MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES.

       3. TABLE C

          FORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND NOT HAVING A SHARE CAPITAL

          1. Memorandum of Association.

          2. ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION.

             1. Interpretation.

                1. 1. In these articles :— “the Act ” means the Companies...

             2. Members.

                1. 2. The number of members with which the company proposes to...

                2. 3. The subscribers to the memorandum of association and such other...

             3. General Meetings.

                1. 4. The company shall in each year hold a general meeting...

                2. 5. All general meetings other than annual general meetings shall be...

                3. 6. The directors may, whenever they think fit, convene an extraordinary...

             4. Notice of General Meetings.

                1. 7. An annual general meeting and a meeting called for the...

                2. 8. The accidental omission to give notice of a meeting to,...

             5. Proceedings at General Meetings.

                1. 9. All business shall be deemed special that is transacted at...

                2. 10. No business shall be transacted at any general meeting unless...

                3. 11. If within half an hour from the time appointed for...

                4. 12. The chairman, if any, of the board of directors shall...

                5. 13. If at any meeting no director is willing to act...

                6. 14. The chairman may, with the consent of any meeting at...

                7. 15. At any general meeting a resolution put to the vote...

                8. 16. Except as provided in article 18, if a poll is...

                9. 17. In the case of an equality of votes, whether on...

                10. 18. A poll demanded on the election of a chairman, or...

                11. 19. Subject to the provisions of the Act a resolution in...

             6. Votes of Members.

                1. 20. Every member shall have one vote.

                2. 21. A member of unsound mind, or in respect of whom...

                3. 22. No member shall be entitled to vote at any general...

                4. 23. On a poll votes may be given either personally or...

                5. 24. The instrument appointing a proxy shall be in writing under...

                6. 25. The instrument appointing a proxy and the power of attorney...

                7. 26. An instrument appointing a proxy shall be in the following...

                8. 27. Where it is desired to afford members an opportunity of...

                9. 28. The instrument appointing a proxy shall be deemed to confer...

                10. 29. A vote given in accordance with the terms of an...

             7. Corporations acting by Representatives at Meetings.

                1. 30. Any corporation which is a member of the company may...

             8. Directors.

                1. 31. The number of the directors and the names of the...

                2. 32. The remuneration of the directors shall from time to time...

             9. Borrowing Powers.

                1. 33. The directors may exercise all the powers of the company...

             10. Powers and Duties of Directors.

                 1. 34. The business of the company shall be managed by the...

                 2. 35. The directors may from time to time and at any...

                 3. 36. All cheques, promissory notes, drafts, bills of exchange and other...

                 4. 37. The directors shall cause minutes to be made in books...

             11. Disqualification of Directors.

                 1. 38. The office of director shall be vacated if the director—...

             12. Rotation of Directors.

                 1. 39. At the first annual general meeting of the company all...

                 2. 40. The directors to retire in every year shall be those...

                 3. 41. A retiring director shall be eligible for

                 4. 42. The company at the meeting at which a director retires...

                 5. 43. No person other than a director retiring at the meeting...

                 6. 44. The company may from time to time by ordinary resolution...

                 7. 45. The directors shall have power at any time, and from...

                 8. 46. The company may by ordinary resolution, of which special notice...

                 9. 47. The company may by ordinary resolution appoint another person in...

             13. Proceedings of Directors.

                 1. 48. The directors may meet together for the despatch of business,...

                 2. 49. The quorum necessary for the transaction of the business of...

                 3. 50. The continuing directors may act notwithstanding any vacancy in their...

                 4. 51. The directors may elect a chairman of their meetings and...

                 5. 52. The directors may delegate any of their powers to committees...

                 6. 53. A committee may elect a chairman of its meetings; ii...

                 7. 54. A committee may meet and adjourn as it thinks proper....

                 8. 55. All acts done by any meeting of the directors or...

                 9. 56. A resolution in writing, signed by all the directors for...

             14. Secretary.

                 1. 57. The secretary shall be appointed by the directors for such...

                 2. 58. A provision of the Act or these articles requiring or...

             15. The Seal.

                 1. 59. The directors shall provide for the safe custody of the...

             16. Accounts.

                 1. 60. The directors shall cause proper books of account to be...

                 2. 61. The books of account shall be kept at the registered...

                 3. 62. The directors shall from time to time determine whether and...

                 4. 63. The directors shall from time to time in accordance with...

                 5. 64. A copy of every balance sheet (including every document required...

             17. Audit.

                 1. 65. Auditors shall be appointed and their duties regulated in accordance...

             18. Notices.

                 1. 66. A notice may be given by the company to any...

                 2. 67. Notice of every general meeting shall be given in any...

             19. Names, Addresses and Descriptions of Subscribers.

       4. TABLE D

          MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND HAVING A SHARE CAPITAL.

          1. Memorandum of Association.

          2. ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION.

             1. 1. The number of members with which the company proposes to...

             2. 2. The regulations of Table A, Part I, set out in...

             3. Names, Addresses and Descriptions of Subscribers.

       5. TABLE E

          MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY HAVING A SHARE CAPITAL.

          1. Memorandum of Association.

          2. ARTICLES OF ASSOCIATION TO ACCOMPANY THE PRECEDING MEMORANDUM OF ASSOCIATION.

             1. 1. The number of members with which the company proposes to...

             2. 2. The share capital of the company is two thousand pounds...

             3. 3. The company may by special resolution— (a) increase the share...

             4. 4. The regulations of Table A, Part I, set out in...

             5. Names, Addresses and Descriptions of Subscribers.

    2. SECOND SCHEDULE

       Form of Licence to hold Lands.

    3. THIRD SCHEDULE

       Form of Statement in lieu of Prospectus to be delivered to Registrar by a Private Company on becoming a Public Company and Reports to be set out therein.

       1. PART I Form of Statement and Particulars to be contained therein.The Companies Act, 1948

       2. PART II Reports to be set out.

          1. 1. If unissued shares or debentures of the company are to...

          2. 2. (1) If unissued shares or debentures of the company are...

       3. PART III Provisions applying to Parts I and II of this Schedule.

          1. 3. In this Schedule the expression “vendor ” includes a vendor...

          2. 4. If in the case of a business which has been...

          3. 5. Any report required by Part II of this Schedule shall...

          4. 6. Any report by accountants required by Part II of this...

    4. FOURTH SCHEDULE

       Matters to be specified in Prospectus and Reports to be set out therein.

       1. PART I Matters to be specified.

          1. 1. The number of founders or management or deferred shares, if...

          2. 2. The number of shares, if any, fixed by the articles...

          3. 3. The names, descriptions and addresses of the directors or proposed...

          4. 4. Where shares are offered to the public for subscription, particulars...

          5. 5. The time of the opening of the subscription lists.

          6. 6. The amount payable on application and allotment on each share,...

          7. 7. The number, description and amount of any shares in or...

          8. 8. The number and amount of shares and debentures which within...

          9. 9. (1) As respects any property to which this paragraph applies—...

          10. 10. The amount, if any, paid or payable as purchase money...

          11. 11. The amount, if any, paid within the two preceding years,...

          12. 12. The amount or estimated amount of preliminary expenses and the...

          13. 13. Any amount or benefit paid or given within the two...

          14. 14. The dates of, parties to and general nature of every...

          15. 15. The names and addresses of the auditors, if any, of...

          16. 16. Full particulars of the nature and extent of the interest,...

          17. 17. If the prospectus invites the public to subscribe for shares...

          18. 18. In the case of a company which has been carrying...

       2. PART II Reports to be set out.

          1. 19. (1) A report by the auditors of the company with...

          2. 20. If the proceeds, or any part of the proceeds, of...

          3. 21. (1) If— (a) the proceeds, or any part of the...

       3. PART III Provisions applying to Parts I and II of Schedule.

          1. 22. Paragraphs 2, 3, 12 (so far as it relates to...

          2. 23. Every person shall for the purposes of this Schedule, be...

          3. 24. Where any property to be acquired by the company is...

          4. 25. References in paragraph 7 of this Schedule to subscribing for...

          5. 26. For the purposes of paragraph 9 of this Schedule where...

          6. 27. If in the case of a company which has been...

          7. 28. The expression “financial year” in Part II of this Schedule...

          8. 29. Any report required by Part II of this Schedule shall...

          9. 30. Any report by accountants required by Part II of this...

    5. FIFTH SCHEDULE

       Form of Statement in lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus or which does not go to Allotment on a Prospectus issued, and Reports to be set out therein.

       1. PART I Form of Statement and Particulars to be contained therein.The Companies Act, 1948

       2. PART II Reports to be set out.

          1. 1. Where it is proposed to acquire a business, a report...

          2. 2. (1) Where it is proposed to acquire shares in a...

       3. PART III Provisions applying to Parts I and II of this Schedule.

          1. 3. In this Schedule the expression “vendor ” includes a vendor...

          2. 4. If in the case of a business which has been...

          3. 5. Any report required by Part II of this Schedule shall...

          4. 6. Any report by accountants required by Part II of this...

    6. SIXTH SCHEDULE

       Contents and Form of Annual Return of a Company having a Share Capital.

       1. PART I Contents.

          1. 1. The address of the registered office of the company.

          2. 2. (1) If the register of members is, under the provisions...

          3. 3. A summary, distinguishing between shares issued for cash and shares...

          4. 4. Particulars of the total amount of the indebtedness of the...

          5. 5. A list— (a) containing the names and addresses of all...

          6. 6. All such particulars with respect to the persons who at...

       2. PART II Form.

    7. SEVENTH SCHEDULE

       Conditions as to Interests in Shares and Debentures of Exempt Private Company.

       1. Basic Conditions.

          1. 1. The basic conditions as to the shares or debentures of...

       2. Exceptions for normal Dealings of a business Nature.

          1. 2. (1) The rules contained in the following sub-paragraphs of this...

       3. Exceptions for Cases of Death and for family Settlements.

          1. 3. (1) The basic conditions shall be subject to exceptions for—...

       4. Exception for Cases of Disability.

          1. 4. Where the person entitled to any share or debenture or...

       5. Exception for Trusts for Employees.

          1. 5. The basic conditions shall be subject to an exception for...

       6. Exception for Shares held by Exempt Private Companies.

          1. 6. (1) The first of the basic conditions shall be subject...

       7. Exception for Banking or Finance Company providing Capital.

          1. 7. (1) The first of the basic conditions shall be subject...

       8. Exceptions for Bankruptcies, Liquidations, etc.

          1. 8. The basic conditions shall be subject to exceptions for—

       9. Meaning of “banking or finance company ”.

          1. 9. In this Schedule the expression “banking or finance company ”...

    8. EIGHTH SCHEDULE

       Accounts.

       1. Preliminary.

          1. 1. Paragraphs 2 to 11 of this Schedule apply to the...

       2. PART I General Provisions as to Balance Sheet and Profit and Loss Account.

          1. Balance Sheet.

             1. 2. The authorised share capital, issued share capital, liabilities and assets...

             2. 3. There shall be stated under separate headings, so far as...

             3. 4. (1) The reserves, provisions, liabilities and fixed and current assets...

             4. 5. (1) The method of arriving at the amount of any...

             5. 6. The aggregate amounts respectively of capital reserves, revenue reserves and...

             6. 7. (1) There shall also be shown (unless it is shown...

             7. 8. (1) There shall be shown under separate headings—

             8. 9. Where any liability of the company is secured otherwise than...

             9. 10. Where any of the company's debentures are held by a...

             10. 11. (1) The matters referred to in the following sub-paragraphs shall...

          2. Profit and Loss Account.

             1. 12. (1) There shall be shown— (a) the amount charged to...

             2. 13. If the remuneration of the auditors is not fixed by...

             3. 14. (1) The matters referred to in the following sub-paragraphs shall...

       3. PART II Special Provisions where the Company is a Holding or Subsidiary Company.

          1. Modifications of and Additions to Requirements as to Company's own Accounts.

             1. 15. (1) This paragraph shall apply where the company is a...

             2. 16. (1) The balance sheet of a company which is a...

          2. Consolidated Accounts of Holding Company and Subsidiaries.

             1. 17. Subject to the following paragraphs of this Part of this...

             2. 18. Subject as aforesaid and to Part III of this Schedule,...

             3. 19. Sections one hundred and ninety-six and one hundred and ninety-seven...

             4. 20. Paragraph 7 of this Schedule shall not apply for the...

             5. 21. In relation to any subsidiaries of the holding company not...

             6. 22. In relation to any subsidiaries (whether or not dealt with...

       4. PART III Exceptions for Special Classes of Company.

          1. 23. (1) A banking or discount company shall not be subject...

          2. 24. (1) In relation to an assurance company within the meaning...

          3. 25. (1) A company to which this paragraph applies shall not...

          4. 26. Where a company entitled to the benefit of any provision...

       5. PART IV Interpretation of Schedule.

          1. 27. (1) For the purposes of this Schedule, unless the context...

          2. 28. For the purposes aforesaid, the expression “quoted investment ” means...

    9. NINTH SCHEDULE

       Matters to be expressly stated in Auditors' Report.

       1. 1. Whether they have obtained all the information and explanations which...

       2. 2. Whether, in their opinion, proper books of account have been...

       3. 3. (1) Whether the company's balance sheet and (unless it is...

       4. 4. In the case of a holding company submitting group accounts...

    10. TENTH SCHEDULE

        Orders in Course of Winding Up pronounced in Vacation in Scotland.

        1. PART I Orders which are to be final.

        2. PART II Orders which are to take effect until Matter disposed of by Inner House.

    11. ELEVENTH SCHEDULE

        Provisions of this Act which do not apply in the case of a Winding Up subject to Supervision of the Court.

    12. TWELFTH SCHEDULE

        Fees to be paid to the Registrar of Companies.

        1. PART I Table of Fees.

        2. PART II Limitations on Operation of Part I.

           1. 1. Where in the case of a company limited by guarantee...

           2. 2. The total of the fees payable by any company by...

           3. 3. The total of the fees payable by any company by...

    13. THIRTEENTH SCHEDULE

        Form of Statement to be published by Banking and Insurance Companies and Deposit, Provident or Benefit Societies.

    14. FOURTEENTH SCHEDULE

        Provisions of this Act applied to Unregistered Companies.

    15. FIFTEENTH SCHEDULE

        Provisions Referred to in Section 438 of this Act.

    16. SIXTEENTH SCHEDULE

        Amendments of other Acts.

        1. The Assurance Companies Acts, 1909 to 1946.

           1. 1. The Assurance Companies Acts, 1909 to 1946, shall have effect...

        2. The Prevention of Fraud (Investments) Act, 1939.

           1. 2. (1) Subsection (2) of section two of the Prevention of...

           2. 3. Sub-paragraph (iii) of paragraph (a) of subsection (3) of the...

        3. The Companies Act, 1947.

           1. 4. At the end of section fifty-eight of the Companies Act,...

           2. 5. (1) Subsections (1), (4) and (5) of section one hundred...

           3. 6. In subsection (3) of section one hundred and seventeen of...

    17. SEVENTEENTH SCHEDULE

        Enactments Repealed.

        1. PART I General Repeals.

        2. PART II Provisions of the Companies Act, 1947, repealed except for purposes of section one hundred and fifteen thereof.

    18. EIGHTEENTH SCHEDULE

        Enactments Saved.

        1. AN ACT TO REGULATE JOINT STOCK BANKS IN ENGLAND. (7 & 8 Vict. C. 113, S. 47).

           1. Existing companies to have the powers of suing and being sued.

        2. THE JOINT STOCK BANKING COMPANIES ACT, 1857, PART OF S. 12.

           1. Power to form banking partnerships of ten persons.