Companies Act 1985
Part I Formation and Registration of Companies; Juridical Status and Membership
Chapter I Company Formation
Memorandum of association
1 Mode of forming incorporated company.
2 Requirements with respect to memorandum.
3 Forms of memorandum.
3A Statement of company’s objects: general commercial company.
4Resolution to alter objects.
5 Procedure for objecting to alteration.
6 Provisions supplementing ss. 4, 5.
Articles of association
7 Articles prescribing regulations for companies.
8 Tables A, C, D and E.
8A Table G.
9 Alteration of articles by special resolution.
Registration and its consequences
10 Documents to be sent to registrar.
11 Minimum authorised capital (public companies).
12 Duty of registrar.
13 Effect of registration.
14 Effect of memorandum and articles.
15 Memorandum and articles of company limited by guarantee.
16 Effect of alteration on company’s members.
17 Conditions in memorandum which could have been in articles.
18 Amendments of memorandum or articles to be registered.
19 Copies of memorandum and articles to be given to members.
20 Issued copy of memorandum to embody alterations.
21 Registered documentation of Welsh companies.
A company’s membership
22 Definition of “member”.
23 Membership of holding company.
24 Minimum membership for carrying on business.
Chapter II Company Names
25 Name as stated in memorandum.
26 Prohibition on registration of certain names.
27 Alternatives of statutory designations.
28 Change of name.
29 Regulations about names.
30 Exemption from requirement of “limited” as part of the name.
31 Provisions applying to company exempt under s. 30.
32 Power to require company to abandon misleading name.
33 Prohibition on trading under misleading name.
34 Penalty for improper use of “limited” or “cyfyngedig”.
34APenalty for improper use of “community interest company” etc.
Chapter III A Company’s Capacity; Formalities of Carrying on Business
35 A company’s capacity not limited by its memorandum.
35A Power of directors to bind the company.
35B No duty to enquire as to capacity of company or authority of directors.
36 Company contracts: England and Wales.
36A Execution of documents: England and Wales.
36AAExecution of deeds: England and Wales
36B Execution of documents by companies.
36C Pre-incorporation contracts, deeds and obligations.
37 Bills of exchange and promissory notes.
38 Execution of deeds abroad.
39 Power of company to have official seal for use abroad.
40 Official seal for share certificates, etc.
41 Authentication of documents.
42 Events affecting a company’s status.
Part II Re-registration as a means of altering a company’s status
Private company becoming public
43 Re-registration of private company as public.
44 Consideration for shares recently allotted to be valued.
45 Additional requirements relating to share capital.
46 Meaning of “unqualified report” in s. 43(3).
47 Certificate of re-registration under s. 43.
48 Modification for unlimited company re-registering.
Limited company becoming unlimited
49 Re-registration of limited company as unlimited.
50 Certificate of re-registration under s. 49.
Unlimited company becoming limited
51 Re-registration of unlimited company as limited.
52 Certification of re-registration under s. 51.
Public company becoming private
53 Re-registration of public company as private.
54 Litigated objection to resolution under s. 53.
55 Certificate of re-registration under s. 53.
Part III Capital Issues
Chapter I Issues by Companies Registered, or to be Registered, in Great Britain
The prospectus
56 Matters to be stated, and reports to be set out, in prospectus.
57 Attempted evasion of s. 56 to be void.
58 Document offering shares etc. for sale deemed a prospectus.
59 Rule governing what is an “offer to the public".
60 Exceptions from rule in s. 59.
61 Prospectus containing statement by expert.
62 Meaning of “expert”.
63 Prospectus to be dated.
Registration of prospectus
64 Registration requirement applicable in all cases.
65 Additional requirements in case of prospectus issued generally.
Liabilities and offences in connection with prospectus
66 Directors, etc. exempt from liability in certain cases.
67 Compensation for subscribers misled by statement in prospectus.
68 Exemption from s. 67 for those acting with propriety.
69 Indemnity for innocent director or expert.
70 Criminal liability for untrue statements.
Supplementary
71 Interpretation for ss. 56 to 70.
Chapter II Issues by Companies Incorporated, or to be Incorporated, Outside Great Britain
72 Prospectus of oversea company.
73 Attempted evasion of s. 72 to be void.
74 Prospectus containing statement by expert.
75 Restrictions on allotment to be secured in prospectus.
76 Stock exchange certificate exempting from compliance with Sch. 3.
77 Registration of oversea prospectus before issue.
78 Consequences (criminal and civil) of non-compliance with ss. 72-77.
79 Supplementary.
Part IV Allotment of Shares and Debentures
General provisions as to allotment
80 Authority of company required for certain allotments.
80A Election by private company as to duration of authority.
81 Restriction on public offers by private company.
82 Application for, and allotment of, shares and debentures.
83 No allotment unless minimum subscription received.
84 Allotment where issue not fully subscribed.
85 Effect of irregular allotment.
86 Allotment of shares etc. to be dealt in on stock exchange.
87 Operation of s. 86 where prospectus offers shares for sale.
88 Return as to allotments, etc.
Pre-emption rights
89 Offers to shareholders to be on pre-emptive basis.
90 Communication of pre-emption offers to shareholders.
91 Exclusion of ss. 89, 90 by private company.
92 Consequences of contravening ss. 89, 90.
93 Saving for other restrictions as to offers.
94 Definitions for ss. 89-96.
95 Disapplication of pre-emption rights.
96 Saving for company’s pre-emption procedure operative before 1982.
Commissions and discounts
97 Power of company to pay commissions.
98 Apart from s. 97, commissions and discounts barred.
Amount to be paid for shares; the means of payment
99 General rules as to payment for shares on allotment.
100 Prohibition on allotment of shares at a discount.
101 Shares to be allotted as at least one-quarter paid-up.
102 Restriction on payment by long-term undertaking.
103 Non-cash consideration to be valued before allotment.
104 Transfer to public company of non-cash asset in initial period.
105 Agreements contravening s. 104.
106 Shares issued to subscribers of memorandum.
107 Meaning of “the appropriate rate”.
Valuation provisions
108 Valuation and report (s. 103).
109 Valuation and report (s. 104).
110 Entitlement of valuer to full disclosure.
111 Matters to be communicated to registrar.
Other matters arising out of allotment &c.
111A Right to damages, &c. not affected.
112 Liability of subsequent holders of shares allotted.
113 Relief in respect of certain liabilities under ss. 99 ff.
114 Penalty for contravention.
115 Undertakings to do work, etc.
116 Application of ss. 99 ff to special cases.
Part V Share Capital, its Increase, Maintenance and Reduction
Chapter I General Provisions about Share Capital
117 Public company share capital requirements.
118 The authorised minimum.
119 Provision for different amounts to be paid on shares.
120 Reserve liability of limited company.
121 Alteration of share capital (limited companies).
122 Notice to registrar of alteration.
123 Notice to registrar of increased share capital.
124 Reserve capital of unlimited company.
Chapter II Class Rights
125 Variation of class rights.
126 Saving for court’s powers under other provisions.
127 Shareholders’ right to object to variation.
128Registration of particulars of special rights.
129 Registration of newly created class rights.
Chapter III Share Premiums
130 Application of share premiums.
131 Merger relief.
132 Relief in respect of group reconstructions.
133 Provisions supplementing ss. 131, 132.
134 Provision for extending or restricting relief from s. 130.
Chapter IV Reduction of Share Capital
135 Special resolution for reduction of share capital.
136 Application to court for order of confirmation.
137 Court order confirming reduction.
138 Registration of order and minute of reduction.
139 Public company reducing capital below authorised minimum.
140 Liability of members on reduced shares.
141 Penalty for concealing name of creditor, etc.
Chapter V Maintenance of Capital
142 Duty of directors on serious loss of capital.
143 General rule against company acquiring own shares.
144 Aquisition of shares by company’s nominee.
145 Exceptions from s. 144.
146 Treatment of shares held by or for public company.
147 Matters arising out of compliance with s. 146(2).
148 Further provisions supplementing ss. 146, 147.
149 Sanctions for non-compliance.
150 Charges of public companies on own shares.
Chapter VI Financial Assistance by a Company for Acquisition of its Own Shares
Provisions applying to both public and private companies
151 Financial assistance generally prohibited.
152 Definitions for this Chapter.
153 Transactions not prohibited by s. 151.
154 Special restriction for public companies.
Private companies
155 Relaxation of s. 151 for private companies.
156 Statutory declaration under s. 155.
157 Special resolution under s. 155.
158 Time for giving financial assistance under s. 155.
Chapter VII Redeemable Shares; Purchase by a Company of its Own Shares
Redemption and purchase generally
159 Power to issue redeemable shares.
159A Terms and manner of redemption.
160 Financing etc. of redemption.
161 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162 Power of company to purchase own shares.
162ATreasury shares
162B Treasury shares: maximum holdings
162CTreasury shares: voting and other rights
162DTreasury shares: disposal and cancellation
162ETreasury shares: mandatory cancellation
162FTreasury shares: proceeds of sale
162GTreasury shares: penalty for contravention
163 Definitions of “off-market” and “market” purchase.
164 Authority for off-market purchase.
165 Authority for contingent purchase contract.
166 Authority for market purchase.
167 Assignment or release of company’s right to purchase own shares.
168 Payments apart from purchase price to be made out of distributable profits.
169 Disclosure by company of purchase of own shares.
169ADisclosure by company of cancellation or disposal of treasury shares
170 The capital redemption reserve.
Redemption or purchase of own shares out of capital (private companies only)
171 Power of private companies to redeem or purchase own shares out of capital.
172 Availability of profits for purposes of s. 171.
173 Conditions for payment out of capital.
174 Procedure for special resolution under s. 173.
175 Publicity for proposed payment out of capital.
176 Objections by company’s members or creditors.
177 Powers of court on application under s. 176.
Supplementary
178 Effect of company’s failure to redeem or purchase.
179 Power for Secretary of State to modify this Chapter.
180 Transitional cases arising under this Chapter; and savings.
181 Definitions for Chapter VII.
Chapter VIII Miscellaneous Provisions about Shares and Debentures
Share and debenture certificates, transfers and warrants
182 Nature, transfer and numbering of shares.
183 Transfer and registration.
184 Certification of transfers.
185 Duty of company as to issue of certificates.
186 Certificate to be evidence of title.
187 Evidence of grant of probate or confirmation as executor.
188 Issue and effect of share warrant to bearer.
189 Offences in connection with share warrants (Scotland).
Debentures
190 Register of debenture holders.
191 Right to inspect register.
192 Liability of trustees of debentures.
193 Perpetual debentures.
194 Power to re-issue redeemed debentures.
195 Contract to subscribe for debentures.
196 Payment of debts out of assets subject to floating charge (England and Wales).
197 Debentures to bearer (Scotland).
Part VI Disclosure of Interests in Shares
Individual and group acquisitions
198 Obligation of disclosure: the cases in which it may arise and “the relevant time”.
199 Interests to be disclosed.
200“Percentage level” in relation to notifiable interests.
201. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
202 Particulars to be contained in notification.
203 Notification of family and corporate interests.
204 Agreement to acquire interests in a particular company.
205 Obligation of disclosure arising under s. 204.
206 Obligation of persons acting together to keep each other informed.
207 Interests in shares by attribution.
208 Interests in shares which are to be notified.
209 Interests to be disregarded.
210 Other provisions about notification under this Part.
210A Power to make further provision by regulations.
Registration and investigation of share acquisitions and disposals
211 Register of interests in shares.
212 Company investigations.
213 Registration of interests disclosed under s. 212.
214 Company investigation on requisition by members.
215 Company report to members.
216 Penalty for failure to provide information.
217 Removal of entries from register.
218 Otherwise, entries not to be removed.
219 Inspection of register and reports.
Supplementary
220 Definitions for Part VI.
Part VII Accounts and Audit
Chapter I Provisions Applying to Companies Generally
Accounting records
221 Duty to keep accounting records.
222 Where and for how long records to be kept.
A company’s financial year and accounting reference periods
223 A company’s financial year.
224 Accounting reference periods and accounting reference date.
225 Alteration of accounting reference date.
Annual accounts
226 Duty to prepare individual company accounts.
226ACompanies Act individual accounts
226BIAS individual accounts
227 Duty to prepare group accounts.
227ACompanies Act group accounts
227BIAS group accounts
227CConsistency of accounts
228 Exemption for parent companies included in accounts of larger group.
228AExemption for parent companies included in non-EEA group accounts
229 Subsidiary undertakings included in the consolidation.
230 Treatment of individual profit and loss account where group accounts prepared.
231 Disclosure required in notes to accounts:related undertakings.
231ADisclosure required in notes to annual accounts: particulars of staff
232 Disclosure required in notes to accounts: emoluments and other benefits of directors and others.
Approval and signing of accounts
233 Approval and signing of accounts
Director’s report
234 Duty to prepare director’s report.
234ZZADirectors' report: general requirements
234ZZBDirectors' report: business review
234ZAStatement as to disclosure of information to auditors
234A Approval and signing of directors’ report.
Quoted companies: operating and financial review
234AADuty to prepare operating and financial review
234ABApproval and signing of operating and financial review
Quoted companies: directors’ remuneration report
234BDuty to prepare directors’ remuneration report
234CApproval and signing of directors’ remuneration report
Auditors’ report
235 Auditors’ report.
236 Signature of auditors’ report.
237 Duties of auditors.
Publication of accounts and reports
238 Persons entitled to receive copies of accounts and reports.
238ATime allowed for sending out copies of accounts and reports
239 Rights to demand copies of accounts and reports.
240 Requirements in connection with publication of accounts.
Laying and delivering of accounts and reports
241 Accounts and reports to be laid before company in general meeting.
241AMembers’ approval of directors’ remuneration report
242 Accounts and reports to be delivered to the registrar.
242A Civil penalty for failure to deliver accounts.
242B Delivery and publication of accounts in ECUs
243 Accounts of subsidiary undertakings to be appended in certain cases.
244 Period allowed for laying and delivering accounts and reports.
Revision of defective accounts and reports
245 Voluntary revision of annual accounts or directors’ report.
245A Secretary of State’s notice in respect of annual accounts.
245B Application to court in respect of defective accounts.
245C Other persons authorised to apply to court.
245DDisclosure of information held by Inland Revenue to persons authorised to apply to court
245ERestrictions on use and further disclosure of information disclosed under section 245D
245FPower of authorised persons to require documents, information and explanations
245GRestrictions on further disclosure of information obtained under section 245F
Chapter IIExemptions, Exceptions and Special Provisions
Small and medium-sized companies and groups
246 Special provisions for small companies
246A Special provisions for medium-sized companies
247 Qualification of company as small or medium-sized.
247A Cases in which special provisions do not apply
247B Special auditors’ report
248 Exemption for small and medium-sized groups.
248A Group accounts prepared by small company
249 Qualification of group as small or medium-sized.
Exemptions from audit for certain categories of small company
249A Exemptions from audit
249AA Dormant companies
249B Cases where exemptions not available
249C The report required for the purposes of section 249A(2).
249D The reporting accountant
249E Effect of exemptions
Dormant companies
250 Resolution not to appoint auditors.
Listed public companies
251 Provision of summary financial statement to shareholders.
Private companies
252 Election to dispense with laying of accounts and reports before general meeting.
253 Right of shareholder to require laying of accounts.
Unlimited companies
254 Exemption from requirement to deliver accounts and reports.
Banking and insurance companies and groups
255 Special provisions for banking and insurance companies.
255A Special provisions for banking and insurance groups.
255B Modification of disclosure requirements in relation to banking company or group.
255C Directors’ report where accounts prepared in accordance with special provisions.
255D Power to apply provisions to banking partnerships.
Welsh private companies
[255E Delivery of accounting documents in Welsh only.
Chapter III Supplementary Provisions
Accounting standards
256 Accounting standards.
256AReporting standards
Power to alter accounting requirements
257 Power of Secretary of State to alter accounting requirements.
Parent and subsidiary undertakings
258 Parent and subsidiary undertakings.
Other interpretation provisions
259 Meaning of “undertaking” and related expressions.
260 Participating interests.
261 Notes to the accounts.
262 Minor definitions.
262A Index of defined expressions.
Part VIII Distribution of Profits and Assets
Limits of company’s power of distribution
263 Certain distributions prohibited.
264 Restriction on distribution of assets.
265 Other distributions by investment companies.
266 Meaning of “investment company”.
267 Extension of ss. 265, 266 to other companies.
268 Realised profits of insurance company with long term business.
269 Treatment of development costs.
Relevant accounts
270 Distribution to be justified by reference to company’s accounts.
271 Requirements for last annual accounts.
272 Requirements for interim accounts.
273 Requirements for initial accounts.
274 Method of applying s. 270 to successive distributions.
275 Treatment of assets in the relevant accounts.
276 Distributions in kind.
Supplementary
277 Consequences of unlawful distribution.
278 Saving for provision in articles operative before Act of 1980.
279 Distributions by banking or insurance companies.
280 Definitions for Part VIII.
281 Saving for other restraints on distribution.
Part IX A Company’s Management; Directors and Secretaries; their Qualifications, Duties and Responsibilities
Officers and registered office
282 Directors.
283 Secretary.
284 Acts done by person in dual capacity.
285 Validity of acts of directors.
286 Qualifications of company secretaries.
287 Registered office.
288 Register of directors and secretaries.
288AIf an individual in respect of whom a confidentiality order...
289 Particulars of directors to be registered under s. 288.
290 Particulars of secretaries to be registered under s. 288.
Provisions governing appointment of directors
291 Share qualification of directors.
292 Appointment of directors to be voted on individually.
293 Age limit for directors.
294 Duty of director to disclose his age.
Disqualification
295–299. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
300. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
301, 302. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Removal of directors
303 Resolution to remove director.
304 Director’s right to protest removal.
Other provisions about directors and officers
305 Directors’ names on company correspondence, etc.
306 Limited company may have directors with unlimited liability.
307 Special resolution making liability of directors unlimited.
308 Assignment of office by directors.
309 Directors to have regard to interests of employees.
309AProvisions protecting directors from liability
309BQualifying third party indemnity provisions
309CDisclosure of qualifying third party indemnity provisions
310 Provisions exempting officers and auditors from liability.
Part X Enforcement of Fair Dealing by Directors
Restrictions on directors taking financial advantage
311 Prohibition on tax-free payments to directors.
312 Payment to director for loss of office etc.
313 Company approval for property transfer.
314 Director’s duty of disclosure on takeover, etc.
315 Consequences of non-compliance with s. 314.
316 Provisions supplementing ss. 312 to 315.
317 Directors to disclose interest in contracts.
318 Directors’ service contracts to be open to inspection.
319 Director’s contract of employment for more than 5 years.
320 Substantial property transactions involving directors, etc.
321 Exceptions from s. 320.
322 Liabilities arising from contravention of s. 320.
322A Invalidity of certain transactions involving directors, etc.
322BContracts with sole members who are directors
Share dealings by directors and their families
323 Prohibition on directors dealing in share options.
324 Duty of director to disclose shareholdings in own company.
325 Register of directors’ interests notified under s. 324.
326 Sanctions for non-compliance.
327 Extension of s. 323 to spouses and children.
328 Extension of s. 324 to spouses and children.
329 Duty to notify stock exchange of matters notified under preceding sections.
Restrictions on a company’s power to make loans, etc., to directors and persons connected with them
330 General restriction on loans etc. to directors and persons connected with them.
331 Definitions for ss. 330 ff.
332 Short-term quasi-loans.
333 Inter-company loans in same group.
334 Loans of small amounts.
335 Minor and business transactions.
336 Transactions at behest of holding company.
337 Funding of director’s expenditure on duty to company.
337AFunding of director’s expenditure on defending proceedings
338 Loan or quasi-loan by money-lending company.
339“Relevant amounts” for purposes of ss. 334 ff.
340“Value” of transactions and arrangements.
341 Civil remedies for breach of s. 330.
342 Criminal penalties for breach of s. 330.
343 Record of transactions not disclosed in company accounts.
344 Exceptions from s. 343.
Supplementary
345 Power to increase financial limits.
346“Connected persons”, etc.
347 Transactions under foreign law.
Part XA Control of political donations
347A Introductory provisions.
347B Exemptions.
347C Prohibition on donations and political expenditure by companies.
347D Special rules for subsidiaries.
347E Special rule for parent company of non-GB subsidiary undertaking.
347F Remedies for breach of prohibitions on company donations etc.
347G Remedy for unauthorised donation or expenditure by non-GB subsidiary.
347H Exemption of directors from liability in respect of unauthorised donation or expenditure.
347I Enforcement of directors’ liabilities by shareholder action.
347J Costs of shareholder action.
347K Information for purposes of shareholder action.
Part XI Company administration and procedure
Chapter I Company Identification
348 Company name to appear outside place of business.
349 Company’s name to appear in its correspondence, etc.
350 Company seal.
351 Particulars in correspondence, etc.
Chapter II Register of Members
352 Obligation to keep and enter up register.
352AStatement that company has only one member
353 Location of register.
354 Index of members.
355 Entries in register in relation to share warrants.
356 Inspection of register and index.
357 Non-compliance with ss. 353, 354, 356; agent’s default.
358 Power to close register.
359 Power of court to rectify register.
360 Trusts not to be entered on register in England and Wales.
361 Register to be evidence.
362 Overseas branch registers.
Chapter III Annual Return
363 Duty to deliver annual returns.
364 Contents of annual return: general.
364A Contents of annual return: particulars of share capital and shareholders.
364BContents of annual return: information about shareholders: non-traded companies
364CContents of annual return: information about shareholders: traded companies
364DContents of annual return: information about shareholders: supplementary
365 Supplementary provisions: regulations and interpretation.
Chapter IV Meetings and Resolutions
Meetings
366 Annual general meeting.
366A Election by private company to dispense with annual general meetings.
367 Secretary of State’s power to call meeting in default.
368 Extraordinary general meeting on members’ requisition.
369 Length of notice for calling meetings.
370 General provisions as to meetings and votes.
370AQuorum at meetings of the sole member
371 Power of court to order meeting.
372 Proxies.
373 Right to demand a poll.
374 Voting on a poll.
375 Representation of corporations at meetings.
Resolutions
376 Circulation of members’ resolutions.
377 In certain cases, compliance with s. 376 not required.
378 Extraordinary and special resolutions.
379 Resolution requiring special notice.
379A Elective resolution of private company.
380 Registration, etc. of resolutions and agreements.
381 Resolution passed at adjourned meeting.
Written resolutions of private companies
381A Written resolutions of private companies.
381B Duty to notify auditors of proposed written resolution
381C Written resolutions: supplementary provisions.
Records of proceedings
382 Minutes of meetings.
382A Recording of written resolutions.
382BRecording of decisions by the sole member
383 Inspection of minute books.
Appointment of auditors
384 Duty to appoint auditors.
385 Appointment at general meeting at which accounts laid.
385A Appointment by private company which is not obliged to lay accounts.
386 Election by private company to dispense with annual appointment.
387 Appointment by Secretary of State in default of appointment by company.
388 Filling of casual vacancies.
388A Certain companies exempt from obligation to appoint auditors
389 Qualification for appointment as auditor.
Rights of auditors
389A Rights to information.
389BOffences relating to the provision of information to auditors
390 Right to attend company meetings, &c.
Remuneration of auditors
390A Remuneration of auditors.
390B Remuneration of auditors or their associates for non-audit work.
Removal, resignation, &c. of auditors
391 Removal of auditors.
391A Rights of auditors who are removed or not re-appointed.
392 Resignation of auditors.
392A Rights of resigning auditors.
393 Termination of appointment of auditors not appointed annually.
394 Statement by person ceasing to hold office as auditor.
394A Offences of failing to comply with s. 394.
Part XII Registration of Charges
Chapter I Registration of Charges (England and Wales)
395 Certain charges void if not registered.
396 Charges which have to be registered.
397 Formalities of registration (debentures).
398 Verification of charge on property outside United Kingdom.
399 Company’s duty to register charges it creates.
400 Charges existing on property acquired.
401 Register of charges to be kept by registrar of companies.
402 Endorsement of certificate on debentures.
403 Entries of satisfaction and release.
404 Rectification of register of charges.
405 Registration of enforcement of security.
406 Companies to keep copies of instruments creating charges.
407 Company’s register of charges.
408 Right to inspect instruments which create charges, etc.
409 Charges on property in England and Wales created by oversea company.
Chapter II Registration of Charges (Scotland)
410 Charges void unless registered.
411 Charges on property outside United Kingdom.
412 Negotiable instrument to secure book debts.
413 Charges associated with debentures.
414 Charge by way of ex facie absolute disposition, etc.
415 Company’s duty to register charges created by it.
416 Duty to register charges existing on property acquired.
417 Register of charges to be kept by registrar of companies.
418 Certificate of registration to be issued.
419 Entries of satisfaction and relief.
420 Rectification of register.
421 Copies of instruments creating charges to be kept by company.
422 Company’s register of charges.
423 Right to inspect copies of instruments, and company’s register.
424 Extension of Chapter II.
Part XIII Arrangements and Reconstructions
425 Power of company to compromise with creditors and members.
426 Information as to compromise to be circulated.
427 Provisions for facilitating company reconstruction or amalgamation.
427A Application of ss. 425–427 to mergers and divisions of public companies.
Part XIIIA Takeover Offers
428 Takeover offers.
429 Right of offeror to buy out minority shareholders.
430 Effect of notice under s. 429.
430A Right of minority shareholder to be bought out by offeror.
430B Effect of requirement under s. 430A.
430C Applications to the court.
430D Joint offers.
430E Associates.
430F Convertible securities.
Part XIV Investigation of Companies and Their Affairs; Requisition of Documents
Appointment and functions of inspectors
431 Investigation of a company on its own application or that of its members.
432 Other company investigations.
433 Inspectors’ powers during investigation.
434 Production of documents and evidence to inspectors.
435. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
436 Obstruction of inspectors treated as contempt of court.
437 Inspectors’ reports.
438 Power to bring civil proceedings on company’s behalf.
439 Expenses of investigating a company’s affairs.
440 Power of Secretary of State to present winding-up petition.
441 Inspectors’ report to be evidence.
Other powers of investigation available to the Secretary of State
442 Power to investigate company ownership.
443 Provisions applicable on investigation under s. 442.
444 Power to obtain information as to those interested in shares, etc.
445 Power to impose restrictions on shares and debentures.
446 Investigation of share dealings.
Powers of Secretary of State to give directions to inspectors
446AGeneral powers to give directions
446BDirection to terminate investigation
Resignation, removal and replacement of inspectors
446CResignation and revocation of appointment
446DAppointment of replacement inspectors
Power to obtain information from former inspectors etc
446EObtaining information from former inspectors etc
Requisition and seizure of books and papers
447Power to require documents and information
447AInformation provided: evidence
448 Entry and search of premises.
448AProtection in relation to certain disclosures: information provided to Secretary of State
449 Provision for security of information obtained.
450 Punishment for destroying, mutilating, etc. company documents.
451 Punishment for furnishing false information.
451A Disclosure of information by Secretary of State or inspector.
452 Privileged information.
453 Investigation of oversea companies.
453APower to enter and remain on premises
453BPower to enter and remain on premises: procedural
453CFailure to comply with certain requirements
453DOffences by bodies corporate
Part XV Orders Imposing Restrictions on Shares (Sections 210, 216, 445)
454 Consequence of order imposing restrictions.
455 Punishment for attempted evasion of restrictions.
456 Relaxation and removal of restrictions.
457 Further provisions on sale by court order of restricted shares.
Part XVI Fraudulent Trading by a Company
458 Punishment for fraudulent trading.
Part XVII Protection of Company’s Members against Unfair Prejudice
459 Order on application of company member.
460 Order on application of Secretary of State.
461 Provisions as to petitions and orders under this Part.
Part XVIII Floating Charges and Receivers (Scotland)
Chapter I Floating Charges
462 Power of incorporated company to create floating charge.
463 Effect of floating charge on winding up.
464 Ranking of floating charges.
465 Continued effect of certain charges validated by Act of 1972.
466 Alteration of floating charges.
Chapter II Receivers
467–485. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chapter III General
486 Interpretation for Part XVIII generally.
487 Extent of Part XVIII.
Part XIX Receivers and Managers (England and Wales)
488–500. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part XX Winding Up of Companies Registered Under this Act or the Former Companies Acts
Chapters I–V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
501–650. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chapter VI Matters Arising Subsequent to Winding Up
651 Power of court to declare dissolution of company void.
652 Registrar may strike defunct company off register.
652A Registrar may strike private company off register on application.
652B Duties in connection with making application under section 652A.
652C Directors’ duties following application under section 652A.
652D Sections 652B and 652C: supplementary provisions.
652E Sections 652B and 652C: enforcement.
652F Other offences connected with section 652A.
653 Objection to striking off by person aggrieved.
654 Property of dissolved company to be bona vacantia.
655 Effect on s. 654 of company’s revival after dissolution.
656 Crown disclaimer of property vesting as bona vacantia.
657 Effect of Crown disclaimer under s. 656.
658 Liability for rentcharge on company’s land after dissolution.
Chapter VII Miscellaneous Provisions About Winding Up
659–662. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
663. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
664. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part XXI
665–674. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part XXII Bodies Corporate Subject, or Becoming Subject, to this Act (Otherwise than by Original Formation Under Part I)
Chapter I Companies Formed or Registered under Former Companies Acts
675 Companies formed and registered under former Companies Acts.
676 Companies registered but not formed under former Companies Acts.
677 Companies re-registered with altered status under former Companies Acts.
678 Companies registered under Joint Stock Companies Acts.
679 Northern Ireland and Irish companies.
Chapter II Companies not Formed under Companies Legislation, but Authorised to Register
680 Companies capable of being registered under this Chapter.
681 Procedural requirements for registration.
682 Change of name on registration.
683 Definition of “joint stock company”.
684 Requirements for registration by joint stock companies.
685 Registration of joint stock company as public company.
686 Other requirements for registration.
687 Name of company registering.
688 Certificate of registration under this Chapter.
689 Effect of registration.
690 Power to substitute memorandum and articles for deed of settlement.
Part XXIII Oversea Companies
Chapter I Registration, Etc.
690A Branch registration under the Eleventh Company Law Directive (89/666/EEC).
690B Scope of sections 691 and 692.
691 Documents to be delivered to registrar.
692 Registration of altered particulars.
692A Change in registration regime.
693 Obligation to state name and other particulars.
694 Regulation of oversea companies in respect of their names.
694A Service of documents: companies to which section 690A applies.
695 Service of documents on oversea company.
695A Registrar to whom documents to be delivered: companies to which section 690A applies.
696Office where documents to be filed.
697 Penalties for non-compliance.
698 Definitions . . ..
699 Channel Islands and Isle of Man companies.
Chapter II Delivery of Accounts and Reports
699A Credit and financial institutions to which the Bank Branches Directive (89/117/EEC) applies.
699AA Companies to which the Eleventh Company Law Directive applies.
699B Scope of sections 700 to 703.
700 Preparation of accounts and reports by oversea companies.
701 Oversea company’s financial year and accounting reference periods.
702 Delivery to registrar of accounts and reports of oversea company.
703 Penalty for non-compliance.
Chapter III Registration of Charges
703A Introductory provisions.
703B Charges requiring registration.
703C The register.
703D Company’s duty to deliver particulars of charges for registration.
703E Registrar to whom particulars, &c. to be delivered.
703F Effect of failure to deliver particulars, late delivery and effect of errors and omissions.
703G Delivery of further particulars or memorandum.
703H Further provisions with respect to voidness of charges.
703I Additional information to be registered.
703J Copies of instruments and register to be kept by company.
703K Power to make further provision by regulations.
703L Provisions as to situation of property.
703M Other supplementary provisions.
703N Index of defined expressions.
CHAPTER IV WINDING UP ETC.
703O Scope of Chapter.
703P Particulars to be delivered to the registrar: winding up.
703Q Particulars to be delivered to the registrar: insolvency proceedings etc.
703R Penalty for non-compliance
Part XXIV The Registrar of Companies, His Functions and Offices
704 Registration offices.
705 Companies’ registered numbers.
705A Registration of branches of oversea companies.
706 Delivery to the registrar of documents in legible form.
707 Delivery to the registrar of documents otherwise than in legible form.
707A The keeping of company records by the registrar.
707B Delivery to the registrar using electronic communications
708 Fees payable to registrar.
709Inspection, &c. of records kept by the registrar.
710Certificate of incorporation.
710A Provision and authentication by registrar of documents in non-legible form.
710B Documents relating to Welsh companies.
711 Public notice by registrar of receipt and issue of certain documents.
711A Exclusion of deemed notice.
712 Removal of documents to Public Record Office.
713 Enforcement of company’s duty to make returns.
714 Registrar’s index of company and corporate names.
715 Destruction of old records.
715A Interpretation.
Part XXV Miscellaneous and Supplementary Provisions
716 Prohibition of partnerships with more than 20 members.
717 Limited partnerships: limit on number of members.
718 Unregistered companies.
719 Power of company to provide for employees on cessation or transfer of business.
720 Certain companies to publish periodical statement.
721 Production and inspection of books where offence suspected.
722 Form of company registers, etc.
723 Use of computers for company records.
723A Obligations of company as to inspection of registers, &c.
723B Confidentiality orders
723C Effect of confidentiality orders
723D Construction of sections 723B and 723C
723E Sections 723B and 723C: offences
723F Regulations under sections 723B to 723E
724. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
725 Service of documents.
726 Costs and expenses in actions by certain limited companies.
727 Power of court to grant relief in certain cases.
728 Enforcement of High Court orders.
729 Annual report by Secretary of State.
730 Punishment of offences.
730AMeaning of “officer in default”
731 Summary proceedings.
732 Prosecution by public authorities.
733 Offences by bodies corporate.
734 Criminal proceedings against unincorporated bodies.
Part XXVI Interpretation
735“Company”, etc.
735A Relationship of this Act to Insolvency Act.
735B Relationship of this Act to Parts IV and V of the Financial Services Act 1986.
736“Subsidiary”, “holding company” and “wholly-owned subsidiary”.
736A Provisions supplementing s. 736.
736B Power to amend ss. 736 and 736A.
737“Called-up share capital”.
738“Allotment” and “paid up”.
739“Non-cash asset”.
740“Body corporate” and “corporation”.
741“Director” and “shadow director”.
742 Expressions used in connection with accounts.
742A Meaning of “offer to the public”
742B Meaning of “banking company”
742C Meaning of “insurance company” and “authorised insurance company”
743“Employees’ share scheme”.
743A Meaning of “office copy” in Scotland.
744 Expressions used generally in this Act.
744A Index of defined expressions.
Part XXVII Final Provisions
745 Northern Ireland.
746 Commencement.
747 Citation.
SCHEDULES
SCHEDULE 1Particulars of Directors etc. to be Contained in Statement Under Section 10
Directors
1—Subject as provided below, the statement under section 10(2) shall...
2(1) It is not necessary for the statement to contain...
Secretaries
3(1) The statement shall contain the following particulars with respect...
Interpretation
4In paragraphs 1(a) and 3(1)(a) above— (a) “ name ”...
5Where a confidentiality order made under section 723B is in...
SCHEDULE 2 Interpretation of References to “Beneficial Interest”
Part I References in Sections 23, 145, 146 and 148
Residual interests under pension and employees’ share schemes
1(1) Where shares in a company are held on trust...
2(1) The following has effect as regards the operation of...
Employer’s charges and other rights of recovery
3(1) Where shares in a company are held on trust,...
Trustee’s right to expenses, remuneration, indemnity, etc.
4(1) Where a company is a trustee . . ....
Supplementary
5(1) The following applies for the interpretation of this Part...
Part II References in Schedule 5
Resididual interests under pension and employees’ share schemes
6(1) Where shares in an undertaking are held on trust...
Employer’s charges and other rights of recovery
7(1) Where shares in an undertaking are held on trust,...
Trustee’s right to expenses, remuneration, indemnity, &c.
8Where an undertaking is a trustee, there shall be disregarded...
Supplementary
9(1) The following applies for the interpretation of this Part...
SCHEDULE 3 Mandatory Contents of Prospectus
Part I Matters to be Stated
The company’s proprietorship, management and its capital requirement
1(1) The prospectus must state— (a) the number of founders...
2Where shares are offered to the public for subscription, the...
Details relating to the offer
3(1) The prospectus must state— (a) the time of the...
4(1) There must be stated the number, description and amount...
5The prospectus must state the number and amount of shares...
Property acquired or to be acquired by the company
6(1) For purposes of the following two paragraphs, “ relevant...
7As respects any relevant property, the prospectus must state—
8There must be stated the amount (if any) paid or...
9(1) The following applies for the interpretation of paragraphs 6,...
Commissions, preliminary expenses, etc.
10(1) The prospectus must state— (a) the amount (if any)...
Contracts
11(1) The prospectus must give the dates of, parties to...
Auditors
12The prospectus must state the names and addresses of the...
Interests of directors
13(1) The prospectus must give full particulars of—
Other matters
14If the prospectus invites the public to subscribe for shares...
15In the case of a company which has been carrying...
Part II Auditors’ and accountants’ reports to be set out in prospectus
Auditors’ report
16(1) The prospectus shall set out a report by the...
Accountants’ reports
17If the proceeds of the issue of the shares or...
18(1) The following provisions apply if— (a) the proceeds of...
Provisions interpreting preceding paragraphs, and modifying them in certain cases
19If in the case of a company which has been...
20The expression “financial year” in this Part means the year...
21Any report required by this Part shall either indicate by...
22(1) A report required by paragraph 17 or 18 shall...
SCHEDULE 4 Form and Content of Company Accounts
Part I General Rules and Formats
Section A General Rules
1(1) Subject to the following provisions of this Schedule—
2(1) Where in accordance with paragraph 1 a company’s balance...
3(1) Any item required in accordance with paragraph 1 to...
4(1) In respect of every item shown in a company’s...
5Amounts in respect of items representing assets or income may...
5AThe directors of a company must, in determining how amounts...
Section B The Required Formats for Accounts
Preliminary
6References in this Part of this Schedule to the items...
7A number in brackets following any item in any of...
8In the notes following the formats— (a) the heading of...
Balance Sheet Formats
Balance Sheet Formats
Profit and loss account formats
Profit and loss account formats
Profit and loss account formats
Profit and loss account formats
Part II Accounting Principles and Rules
Section A Accounting Principles
Preliminary
9Subject to paragraph 15 below, the amounts to be included...
Accounting principles
10The company shall be presumed to be carrying on business...
11Accounting policies shall be applied consistently within the same accounts...
12The amount of any item shall be determined on a...
13All income and charges relating to the financial year to...
14In determining the aggregate amount of any item the amount...
Departure from the accounting principles
15If it appears to the directors of a company that...
Section B Historical Cost Accounting Rules
Preliminary
16Subject to section C of this Part of this Schedule,...
Fixed assets
17Subject to any provision for depreciation or diminution in value...
18In the case of any fixed asset which has a...
19(1) Where a fixed asset investment of a description falling...
Rules for determining particular fixed asset items
20(1) Notwithstanding that an item in respect of “development costs”...
21(1) The application of paragraphs 17 to 19 in relation...
Current assets
22Subject to paragraph 23, the amount to be included in...
23(1) If the net realisable value of any current asset...
Miscellaneous and supplementary provisions
24(1) Where the amount repayable on any debt owed by...
25(1) Subject to the following sub-paragraph, assets which fall to...
26(1) The purchase price of an asset shall be determined...
27(1) Subject to the qualification mentioned below, the purchase price...
28Where there is no record of the purchase price or...
Section C Alternative Accounting Rules
Preliminary
29(1) The rules set out in section B are referred...
30Subject to paragraphs 32 to 34, the amounts to be...
Alternative accounting rules
31(1) Intangible fixed assets, other than goodwill, may be included...
Application of the depreciation rules
32(1) Where the value of any asset of a company...
Additional information to be provided in case of departure from historical cost accounting rules
33(1) This paragraph applies where the amounts to be included...
Revaluation reserve
34(1) With respect to any determination of the value of...
SECTION DFAIR VALUE ACCOUNTING
Inclusion of financial instruments at fair value
34A(1) Subject to sub-paragraphs (2) to (4), financial instruments (including...
Determination of fair value
34B(1) The fair value of a financial instrument is determined...
Inclusion of hedged items at fair value
34CA company may include any assets and liabilities that qualify...
Other assets that may be included at fair value
34D(1) This paragraph applies to– (a) investment property, and
Accounting for changes in value
34E(1) This paragraph applies where a financial instrument is valued...
The fair value reserve
34F(1) The fair value reserve must be adjusted to the...
Part III Notes to the Accounts
35Any information required in the case of any company by...
35AReserves and dividends
36The accounting policies adopted by the company in determining the...
36AIt shall be stated whether the accounts have been prepared...
37Paragraphs 38 to 51 require information which either supplements the...
38(1) The following information shall be given with respect to...
39If the company has allotted any shares during the financial...
40(1) With respect to any contingent right to the allotment...
41(1) If the company has issued any debentures during the...
42(1) In respect of each item which is or would...
43Where any fixed assets of the company (other than listed...
44In relation to any amount which is or would but...
45(1) In respect of the amount of each item which...
45AInformation about fair value of assets and liabilities
45BWhere the company has derivatives that it has not included...
45C(1) Sub-paragraph (2) applies if– (a) the company has financial...
45DInformation where investment property and living animals and plants included at fair value
46(1) Where any amount is transferred— (a) to or from...
47The amount of any provision for deferred taxation shall be...
48(1) In respect of each item shown under “creditors” in...
49If any fixed cumulative dividends on the company’s shares are...
50(1) Particulars shall be given of any charge on the...
51(1) Particulars shall be given of any case where the...
52Paragraphs 53 to 57 require information which either supplements the...
53(1) Subject to the following provisions of this paragraph, each...
54(1) The basis on which the charge for United Kingdom...
55(1) If in the course of the financial year the...
56(1) The following information shall be given with respect to...
57(1) Where any amount relating to any preceding financial year...
58(1) Where sums originally denominated in foreign currencies have been...
58ADormant companies acting as agents
Part IV Special Provisions Where Company is a Parent Company or Subsidiary Undertaking
Dealings with or interests in group undertakings
59. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guarantees and other financial commitments in favour of group undertakings
59ACommitments within any of sub-paragraphs (1) to (5) of paragraph...
60—70 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part V Special Provisions where the Company is an Investment Company
71(1) Paragraph 34 does not apply to the amount of...
72(1) Any distribution made by an investment company which reduces...
73A company shall be treated as an investment company for...
74 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part VI
75 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part VII Interpretation of Schedule
76The following paragraphs apply for the purposes of this Schedule...
76AFinancial instruments
76B(1) The expressions listed in sub-paragraph (2) have the same...
77—81 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Historical cost accounting rules
82References to the historical cost accounting rules shall be read...
82AInvestment property
Leases
83(1) “Long lease” means a lease in the case of...
Listed investments
84(1) “Listed investment” means an investment as respects which there...
Loans
85A loan is treated as falling due for repayment, and...
Materiality
86Amounts which in the particular context of any provision of...
87 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provisions
88(1) References to provisions for depreciation or diminution in value...
89References to provisions for liabilities or charges are to any...
90—92 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93 Scots land tenure
Staff costs
94(1) “Social security costs” means any contributions by the company...
95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule 4A Form and Content of Group Accounts
General rules
1(1) Group accounts shall comply so far as practicable with...
2(1) The consolidated balance sheet and profit and loss account...
3(1) Where assets and liabilities to be included in the...
4Any differences of accounting rules as between a parent company’s...
5Amounts which in the particular context of any provision of...
Elimination of group transactions
6(1) Debts and claims between undertakings included in the consolidation,...
Acquisition and merger accounting
7(1) The following provisions apply where an undertaking becomes a...
8An acquisition shall be accounted for by the acquisition method...
9(1) The acquisition method of accounting is as follows.
10(1) The conditions for accounting for an acquisition as a...
11(1) The merger method of accounting is as follows.
12(1) Where a group is acquired, paragraphs 9 to 11...
13(1) The following information with respect to acquisitions taking place...
14(1) There shall also be stated in a note to...
15Where during the financial year there has been a disposal...
16The information required by paragraph 13, 14 or 15 above...
Minority interests
17(1) The formats set out in Schedule 4 have effect...
Interests in subsidiary undertakings excluded from consolidation
18The interest of the group in subsidiary undertakings excluded from...
Joint ventures
19(1) Where an undertaking included in the consolidation manages another...
Associated undertakings
20(1) An “associated undertaking” means an undertaking in which an...
21(1) The formats set out in Schedule 4 have effect...
22(1) The interest of an undertaking in an associated undertaking,...
SCHEDULE 5 Disclosure of Information: Related Undertakings
Part I Companies not Required to Prepare Group Accounts
Subsidiary undertakings
1(1) The following information shall be given where at the...
Holdings in subsidiary undertakings
2(1) There shall be stated in relation to shares of...
Financial information about subsidiary undertakings
3(1) There shall be disclosed with respect to each subsidiary...
Financial years of subsidiary undertakings
4Where— (a) disclosure is made under paragraph 3(1) with respect...
Further information about subsidiary undertakings
5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares and debentures of company held by subsidiary undertakings
6(1) The number, description and amount of the shares in...
Significant holdings in undertakings other than subsidiary undertakings
7(1) The information required by paragraphs 8 and 9 shall...
8(1) The name of the undertaking shall be stated.
9(1) . . . there shall also be stated—
9A Membership of certain undertakings
Arrangements attracting merger relief
10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Parent undertaking drawing up accounts for larger group
11(1) Where the company is a subsidiary undertaking, the following...
Identification of ultimate parent company
12(1) Where the company is a subsidiary undertaking, the following...
Constructions of references to shares held by company
13(1) References in this Part of this Schedule to shares...
Part II Companies Required to Prepare Group Accounts
Introductory
14In this Part of this Schedule “the group” means the...
Subsidiary undertakings
15(1) The following information shall be given with respect to...
Holdings in subsidiary undertakings
16(1) The following information shall be given with respect to...
Financial information about subsidiary undertakings not included in the consolidation
17(1) There shall be shown with respect to each subsidiary...
Further information about subsidiary undertakings excluded from consolidation
18. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial years of subsidiary undertakings
19. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares and debentures of company held by subsidiary undertakings
20(1) The number, description and amount of the shares in...
Joint ventures
21(1) The following information shall be given where an undertaking...
Associated undertakings
22(1) The following information shall be given where an undertaking...
Other significant holdings of parent company or group
23(1) The information required by paragraphs 24 and 25 shall...
24(1) The name of the undertaking shall be stated.
25(1) . . . there shall also be stated—
26(1) The information required by paragraphs 27 and 28 shall...
27(1) The name of the undertaking shall be stated.
28(1) . . .there shall also be stated—
28A Parent company’s or group’s membership of certain undertakings
Arrangements attracting merger relief
29. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Parent undertaking drawing up accounts for larger group
30(1) Where the parent company is itself a subsidiary undertaking,...
Identification of ultimate parent company
31(1) Where the parent company is itself a subsidiary undertaking,...
Construction of references to shares held by parent company or group
32(1) References in this Part of this Schedule to shares...
SCHEDULE 6Disclosure of information: emoluments and other benefits of directors and others
Part IChairman’s and Directors’ Emoluments, Pensions and Compensation for Loss of Office
CHAPTER 1 PROVISIONS APPLYING TO QUOTED AND UNQUOTED COMPANIES
Aggregate amount of directors’ emoluments etc.
1Aggregate amount of directors’ emoluments etc.
CHAPTER 2 PROVISIONS APPLYING ONLY TO UNQUOTED COMPANIES
Details of highest paid director’s emoluments etc.
2(1) Where the aggregates shown under paragraph 1(1)(a), (b) and...
Pensions of directors and past directors
7Excess retirement benefits of directors and past directors
Compensation to directors for loss of office
8(1) There shall be shown the aggregate amount of any...
Sums paid to third parties in respect of directors’ services
9(1) There shall be shown the aggregate amount of any...
Supplementary
10(1) The following applies with respect to the amounts to...
11(1) The amounts to be shown for any financial year...
12Where it is necessary to do so for the purpose...
Interpretation
13(1) The following applies for the interpretation of this Part...
Supplementary
14This Part of this Schedule requires information to be given...
Part II Loans, Quasi-loans and Other Dealings in Favour of Directors
15The group accounts of a holding company, or if it...
16The accounts prepared by a company other than a holding...
17(1) For purposes of paragraphs 15(c) and 16(c), a transaction...
4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18Paragraphs 15 and 16 do not apply in relation to...
19Paragraphs 15 and 16 apply whether or not—
20Neither paragraph 15(c) nor paragraph 16(c) applies in relation to...
21Neither paragraph 15(c) nor paragraph 16(c) applies in relation to...
The particulars required by this Part
22(1) Subject to the next paragraph, the particulars required by...
23In paragraph 22(2) above, sub-paragraphs (c) to (f) do not...
Excluded transactions
24(1) In relation to a company’s accounts for a financial...
25In relation to a company’s accounts for a financial year,...
26Section 345 of this Act (power of Secretary of State...
Interpretation
27(1) The following provisions of this Act apply for purposes...
Part III Other Transactions, Arrangements and Agreements
28This Part of this Schedule applies in relation to the...
29(1) To comply with this Part of this Schedule, the...
30The following provisions of this Act apply for purposes of...
18—21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SCHEDULE 7 Matters to be Dealt With in Directors’ Report
Part I Matters of a General Nature
Asset values
1(1) If significant changes in the fixed assets of the...
2(1) The information required by paragraphs 2A and 2B shall...
2A(1) It shall be stated with respect to each director...
2B(1) It shall be stated with respect to each director...
Political donations and expenditure
3(1) If— (a) the company (not being the wholly-owned subsidiary...
4(1) If the company (not being the wholly-owned subsidiary of...
Charitable donations
5(1) If— (a) the company (not being the wholly-owned subsidiary...
Insurance effected for officers or auditors
5A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous
6The directors’ report shall contain— (a) particulars of any important...
Part II Disclosure Required by Company Acquiring its Own Shares, etc.
7This Part of this Schedule applies where shares in a...
8The directors’ report with respect to a financial year shall...
Part III Disclosure Concerning Employment, etc, of Disabled Persons
9(1) This Part of this Schedule applies to the directors’...
Part IV
10(1) In the case of companies of such classes as...
Part V Employee Involvement
11(1) This Part of this Schedule applies to the directors’...
PART VI
12 Policy and practice on payment of creditors
Part 7Disclosure required by certain publicly-traded companies
13(1) This Part of this Schedule applies to the directors'...
SCHEDULE 7ZAOperating and financial review
Review objective
1An operating and financial review must be a balanced and...
Other general requirements
2The review must include— (a) a statement of the business,...
Details of particular matters
3(1) To the extent necessary to comply with the general...
4(1) The review must include— (a) information about environmental matters...
5The review must also include — (a) information about persons...
6(1) The review must include analysis using financial and, where...
Reference to and explanation of company's accounts
7To the extent necessary to comply with the general requirements...
Compliance with standards
8The review must— (a) state whether it has been prepared...
Application of Schedule to group operating and financial review
9In relation to a group operating and financial review this...
SCHEDULE 7A DIRECTORS' REMUNERATION REPORT
PART 1 INTRODUCTORY
1(1) In the directors’ remuneration report for a financial year...
PART 2 INFORMATION NOT SUBJECT TO AUDIT
2 Consideration by the directors of matters relating to directors’ remuneration
3 Statement of company’s policy on directors’ remuneration
4 Performance Graph
5 Service contracts
PART 3 INFORMATION SUBJECT TO AUDIT
6 Amount of each director’s emoluments and compensation in the relevant financial year
7 Share options
8The information required by sub-paragraph (1) of paragraph 7 in...
9(1) If, in the opinion of the directors of the...
10 Long term incentive schemes
11(1) The information required by sub-paragraph (1) of paragraph 10...
12 Pensions
13 Excess retirement benefits of directors and past directors
14 Compensation for past directors
15 Sums paid to third parties in respect of a director’s services
PART 4 INTERPRETATION AND SUPPLEMENTARY
16(1) In this Schedule— “amount”, in relation to a gain...
17(1) For the purposes of this Schedule emoluments paid or...
18(1) The following applies with respect to the amounts to...
19(1) The amounts to be shown for any financial year...
20Where it is necessary to do so for the purpose...
21This Schedule requires information to be given only so far...
SCHEDULE 7BSpecified persons, descriptions of disclosures etc. for the purposes of section 245G
Part 1Specified persons
1The Secretary of State.
2The Department of Enterprise, Trade and Investment for Northern Ireland....
3The Treasury.
4The Bank of England.
5The Financial Services Authority.
6The Commissioners of Inland Revenue.
Part 2Specified descriptions of disclosures
7A disclosure for the purpose of assisting a body designated...
8A disclosure with a view to the institution of, or...
9A disclosure for the purpose of enabling or assisting the...
10A disclosure for the purpose of enabling or assisting the...
11A disclosure for the purpose of enabling or assisting the...
12A disclosure for the purpose of enabling or assisting the...
13A disclosure for the purpose of enabling or assisting the...
14A disclosure in pursuance of any Community obligation.
Part 3Overseas regulatory bodies
15A disclosure is made in accordance with this Part of...
16A body is within this paragraph if it exercises functions...
17In determining whether to disclose information to a body in...
SCHEDULE 8FORM AND CONTENT OF ACCOUNTS PREPARED BY SMALL COMPANIES
SECTION A INDIVIDUAL ACCOUNTS
SECTION B GROUP ACCOUNTS
SECTION C SUPPLEMENTARY PROVISIONS
PART I GENERAL RULES AND FORMATS
Section A General Rules
1(1) Subject to the following provisions of this Schedule—
2(1) Where in accordance with paragraph 1 a small company’s...
3(1) Any item required in accordance with paragraph 1 to...
4(1) In respect of every item shown in a small...
5Amounts in respect of items representing assets or income may...
5AThe directors of a company must, in determining how amounts...
Section B The Required Formats for Accounts
Preliminary
6References in this Part of this Schedule to the items...
7A number in brackets following any item in any of...
8In the notes following the formats— (a) the heading of...
Balance Sheet Formats
ACalled up share capital not paid(1)
BFixed assets (I) Intangible assets (1) Goodwill(2)
CCurrent assets (I) Stocks (1) Stocks (2) Payments on account...
DPrepayments and accrued income(6)
ECreditors: amounts falling due within one year
FNet current assets (liabilities)(8)
GTotal assets less current liabilities
HCreditors: amounts falling due after more than one year
IProvisions for liabilities and charges
JAccruals and deferred income(7)
KCapital and reserves (I) Called up share capital(9)
Balance Sheet Formats
A ASSETS
BFixed assets (I) Intangible assets (1) Goodwill(2)
CCurrent assets (I) Stocks (1) Stocks (2) Payments on account...
DPrepayments and accrued income(6)
A LIABILITIES
BProvisions for liabilities and charges
CCreditors(10) (1) Bank loans and overdrafts (2) Trade creditors
DAccruals and deferred income(7)
Notes on the balance sheet formats
(1)Called up share capital not paid (Formats 1 and 2,...
Profit and loss account formats
1. Turnover 2. Cost of sales(11) 3. Gross profit or...
Profit and loss account formats
1. Turnover 2. Change in stocks of finished goods and...
Profit and loss account formats
A. Charges
B. Income
Profit and loss account formats
A. Charges
B. Income
Notes on the profit and loss account formats
(11)Cost of sales: distribution costs: administrative expenses (Format 1, items...
PART II ACCOUNTING PRINCIPLES AND RULES
Section A Accounting Principles
Preliminary
9Subject to paragraph 15 below, the amounts to be included...
Accounting principles
10The company shall be presumed to be carrying on business...
11Accounting policies shall be applied consistently within the same accounts...
12The amount of any item shall be determined on a...
13All income and charges relating to the financial year to...
14In determining the aggregate amount of any item the amount...
Departure from the accounting principles
15If it appears to the directors of a small company...
Section B Historical Cost Accounting Rules
Preliminary
16Subject to section C of this Part of this Schedule,...
Fixed assets
17Subject to any provision for depreciation or diminution in value...
18In the case of any fixed asset which has a...
19(1) Where a fixed asset investment of a description falling...
Rules for determining particular fixed asset items
20(1) Notwithstanding that an item in respect of “development costs”...
21(1) The application of paragraphs 17 to 19 in relation...
Current assets
22Subject to paragraph 23, the amount to be included in...
23(1) If the net realisable value of any current asset...
Miscellaneous and supplementary provisions
Excess of money owed over value received as an asset...
24(1) Where the amount repayable on any debt owed by...
Assets included at a fixed amount
25(1) Subject to the following sub-paragraph, assets which fall to...
Determination of purchase price or production cost
26(1) The purchase price of an asset shall be determined...
27(1) Subject to the qualification mentioned below, the purchase price...
Substitution of original stated amount where price or cost unknown
28Where there is no record of the purchase price or...
Section C Alternative Accounting Rules
Preliminary
29(1) The rules set out in section B are referred...
30Subject to paragraphs 32 to 34, the amounts to be...
Alternative accounting rules
31(1) Intangible fixed assets, other than goodwill, may be included...
Application of the depreciation rules
32(1) Where the value of any asset of a small...
Additional information to be provided in case of departure from historical cost accounting rules
33(1) This paragraph applies where the amounts to be included...
Revaluation reserve
34(1) With respect to any determination of the value of...
SECTION DFAIR VALUE ACCOUNTING
Inclusion of financial instruments at fair value
34A(1) Subject to sub-paragraphs (2) to (4), financial instruments (including...
Determination of fair value
34B(1) The fair value of a financial instrument is determined...
Inclusion of hedged items at fair value
34CA company may include any assets and liabilities that qualify...
Other assets that may be included at fair value
34D(1) This paragraph applies to– (a) investment property, and
Accounting for changes in value
34E(1) This paragraph applies where a financial instrument is valued...
The fair value reserve
34F(1) The fair value reserve must be adjusted to the...
PART III NOTES TO THE ACCOUNTS
Preliminary
35Any information required in the case of any small company...
35AReserves and dividends
Disclosure of accounting policies
36The accounting policies adopted by the company in determining the...
Information supplementing the balance sheet
37Paragraphs 38 to 47 require information which either supplements the...
Share capital and debentures
38(1) The following information shall be given with respect to...
39If the company has allotted any shares during the financial...
Fixed assets
40(1) In respect of each item which is or would...
41Where any fixed assets of the company (other than listed...
Investments
42(1) In respect of the amount of each item which...
42AInformation about fair value of assets and liabilities
42B(1) Sub-paragraph (2) applies if– (a) the company has financial...
42CInformation where investment property and living animals and plants included at fair value
Reserves and provisions
43(1) Where any amount is transferred— (a) to or from...
Details of indebtedness
44(1) For the aggregate of all items shown under “creditors”...
45If any fixed cumulative dividends on the company’s shares are...
Guarantees and other financial commitments
46(1) Particulars shall be given of any charge on the...
Miscellaneous matters
47Particulars shall be given of any case where the purchase...
Information supplementing the profit and loss account
48Paragraphs 49 and 50 require information which either supplements the...
Particulars of turnover
49(1) If the company has supplied geographical markets outside the...
Miscellaneous matters
50(1) Where any amount relating to any preceding financial year...
General
51(1) Where sums originally denominated in foreign currencies have been...
Dormant companies acting as agents
51AWhere the directors of a company take advantage of the...
PART IV INTERPRETATION OF SCHEDULE
52The following paragraphs apply for the purposes of this Schedule...
52AFinancial instruments
52B(1) The expressions listed in sub-paragraph (2) have the same...
Historical cost accounting rules
53References to the historical cost accounting rules shall be read...
53AInvestment property
Listed investments
54(1) “Listed investment” means an investment as respects which there...
Loans
55A loan is treated as falling due for repayment, and...
Materiality
56Amounts which in the particular context of any provision of...
Provisions
57(1) References to provisions for depreciation or diminution in value...
58References to provisions for liabilities or charges are to any...
Staff costs
59(1) “Social security costs” means any contributions by the company...
SCHEDULE 8A FORM AND CONTENT OF ABBREVIATED ACCOUNTS OF SMALL COMPANIES DELIVERED TO REGISTRAR
PART I BALANCE SHEET FORMATS
1A small company may deliver to the registrar a copy...
2The formats referred to in paragraph 1 are as follows—...
Balance Sheet Formats
ACalled up share capital not paid
BFixed assets (I) Intangible assets (II) Tangible assets
CCurrent assets (I) Stocks (II) Debtors(1) (III) Investments
DPrepayments and accrued income
ECreditors: amounts falling due within one year
FNet current assets (liabilities)
GTotal assets less current liabilities
HCreditors: amounts falling due after more than one year
IProvisions for liabilities and charges
JAccruals and deferred income
KCapital and reserves (I) Called up share capital
Balance Sheet Formats
A ASSETS
BFixed assets (I) Intangible assets (II) Tangible assets
CCurrent assets (I) Stocks (II) Debtors(1) (III) Investments
DPrepayments and accrued income
A LIABILITIES
BProvisions for liabilities and charges
CCreditors(2)
DAccruals and deferred income
Notes on the balance sheet formats
(1)Debtors (Formats 1 and 2, item C.II.) The aggregate amount...
PART II NOTES TO THE ACCOUNTS
Preliminary
3Any information required in the case of any small company...
Disclosure of accounting policies
4The accounting policies adopted by the company in determining the...
Information supplementing the balance sheet
5(1) The following information shall be given with respect to...
6If the company has allotted any shares during the financial...
Fixed assets
7(1) In respect of each item to which a letter...
7AFinancial fixed assets
Details of indebtedness
8(1) For the aggregate of all items shown under “creditors”...
9General
9ADormant companies acting as agents
SCHEDULE 9 Special Provisions for Banking Companies and Groups
1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exceptions for certain companies
28AWhere a company is entitled to, and has availed itself...
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART I INDIVIDUAL ACCOUNTS
CHAPTER 1 GENERAL RULES AND FORMATS
SECTION AGENERAL RULES
1(1) Subject to the following provisions of this Part of...
2(1) Where in accordance with paragraph 1 a company’s profit...
3(1) Any item required in accordance with paragraph 1 to...
4(1) In respect of every item shown in the balance...
5(1) Subject to the following provisions of this paragraph and...
6(1) Assets shall be shown under the relevant balance sheet...
7Assets acquired in the name of and on behalf of...
8Every profit and loss account of a company shall show...
8AThe directors of a company must, in determining how amounts...
SECTION BTHE REQUIRED FORMATS FOR ACCOUNTS
Preliminary
9(1) References in this Part of this Schedule to the...
10A number in brackets following any item in any of...
Balance Sheet Format
ASSETS 1. Cash and balances at central [or post office]...
Total assets
LIABILITIES 1.Deposits by banks(11),(20) Repayable on demand With agreed maturity...
Total liabilities
MEMORANDUM ITEMS 1. Contingent liabilities(16) (1) Acceptances and endorsements (2)...
Notes on the balance sheet format and memorandum items
Special rules
11Subordinated assets
12Syndicated loans
13Sale and repurchase transactions
14Sale and option to resell transactions
15Managed funds
Profit and Loss Account Formats
FORMAT 1
Vertical layout
FORMAT 2
Horizontal layout
A. Charges
1. Interest payable(2 ) 2.. Fees and commissions payable(4) 3....
B. Income
1Interest receivable(1) (1) Interest receivable and similar income arising from...
Notes on the profit and loss account formats
Interest receivable (Format 1, item 1; Format 2, item B1)...
CHAPTER II ACCOUNTING PRINCIPLES AND RULES
SECTION AACCOUNTING PRINCIPLES
16Subject to paragraph 22 below, the amounts to be included...
Accounting principles
17The company shall be presumed to be carrying on business...
18Accounting policies shall be applied consistently within the same accounts...
19The amount of any item shall be determined on a...
20All income and charges relating to the financial year to...
21In determining the aggregate amount of any item the amount...
Departure from the accounting principles
22If it appears to the directors of a company that...
SECTION BVALUATION RULESHISTORICAL COST ACCOUNTING RULES
Preliminary
23Subject to paragraphs 39 to 44 of this Part of...
Fixed assets
24General rules
25In the case of any fixed asset which has a...
26(1) Where a fixed asset investment of a description falling...
27Development costs
28Goodwill
29Intangible and tangible fixed assets
30Other fixed assets
31Financial fixed assets
Current assets
32The amount to be included in respect of loans and...
33(1) If the net realisable value of any asset referred...
34(1) Subject to paragraph 33 above, the amount to be...
Miscellaneous and supplementary provisions
35Excess of money owed over value received as an asset item
36Determination of cost
37(1) Subject to the qualification mentioned below, the cost of...
38Substitution of original amount where price or cost unknown
ALTERNATIVE ACCOUNTING RULES
Preliminary
39(1) The rules set out in paragraphs 24 to 38...
40Subject to paragraphs 42 to 44, the amounts to be...
Alternative accounting rules
41(1) Intangible fixed assets, other than goodwill, may be included...
Application of the depreciation rules
42(1) Where the value of any asset of a company...
Additional information to be provided in case of departure from historical cost accounting rules
43(1) This paragraph applies where the amounts to be included...
Revaluation reserve
44(1) With respect to any determination of the value of...
FAIR VALUE ACCOUNTING
Inclusion of financial instruments at fair value
44A(1) Subject to sub-paragraphs (2) to (4), financial instruments (including...
Determination of fair value
44B(1) The fair value of a financial instrument is determined...
Inclusion of hedged items at fair value
44CA company may include any assets and liabilities that qualify...
Other assets that may be included at fair value
44D(1) This paragraph applies to– (a) investment property, and
Accounting for changes in value
44E(1) This paragraph applies where a financial instrument is valued...
The fair value reserve
44F(1) The fair value reserve must be adjusted to the...
ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
45(1) Subject to the following sub-paragraphs, amounts to be included...
46(1) Subject to sub-paragraph (2), any difference between the amount...
CHAPTER III NOTES TO THE ACCOUNTS
Preliminary
47(1) Any information required in the case of a company...
General
48Disclosure of accounting policies
49It shall be stated whether the accounts have been prepared...
50Sums denominated in foreign currencies
50AReserves and dividends
Information supplementing the balance sheet
51Share capital and debentures
52If the company has allotted any shares during the financial...
53(1) With respect to any contingent right to the allotment...
54(1) If the company has issued any debentures during the...
55Fixed assets
56Where any fixed assets of the company (other than listed...
57In relation to any amount which is included under Assets...
58There shall be disclosed separately the amount of:
58AInformation about fair value of assets and liabilities
58BWhere the company has derivatives that it has not included...
58C(1) Sub-paragraph (2) applies if– (a) the company has financial...
58DInformation where investment property and living animals and plants included at fair value
59Reserves and provisions
60Provision for taxation
61Maturity analysis
62Debt and other fixed income securities
63Subordinated liabilities
64Fixed cumulative dividends
65Details of assets charged
66Guarantees and other financial commitments
67Memorandum items: Group undertakings
68Transferable securities
69Leasing transactions
70Assets and liabilities denominated in a currency other than sterling (or the currency in which the accounts are drawn up)
71Sundry assets and liabilities
72Unmatured forward transactions
73Miscellaneous matters
Information supplementing the profit and loss account
74Separate statement of certain items of income and expenditure
75Particulars of tax
76Particulars of income
77Particulars of staff
78Management and agency services
79Subordinated liabilities
80Sundry income and charges
81Miscellaneous matters
CHAPTER IV INTERPRETATION OF PART I
82General
82AFinancial instruments
82B(1) The expressions listed in sub-paragraph (2) have the same...
83Loans
84Materiality
85Provisions
86Scots land tenure
87Staff costs
PART II CONSOLIDATED ACCOUNTS
1Undertakings to be included in consolidation
2General application of provisions applicable to individual accounts
3Minority interests and associated undertakings
4Paragraphs 18 and 22(1) of Schedule 4A shall apply as...
5Foreign currency translation
6Any income and expenditure of undertakings included in the consolidation...
7Information as to undertaking in which shares held as a result of financial assistance operation
Part III
PART III ADDITIONAL DISCLOSURE: RELATED UNDERTAKINGS
1(1) Where accounts are prepared in accordance with the special...
Part IV Additional Disclosure: Emoluments and Other Benefits of Directors and Others
1The provisions of this Part of this Schedule have effect...
Loans, quasi-loans and other dealings
2Where a banking company, or a company which is the...
Other transactions, arrangements and agreements
3Where a banking company, or a company which is the...
SCHEDULE 9A Form and Content of Accounts of Insurance Companies and Groups
PART I Individual Accounts
Chapter I General Rules and Formats
Section A General Rules
1(1) Subject to the following provisions of this Part of...
2(1) Any item required in accordance with paragraph 1 above...
3(1) In respect of every item shown in the balance...
4Subject to the provisions of this Schedule, amounts in respect...
5Every profit and loss account of a company shall show...
6(1) The provisions of this Schedule which relate to long...
6AThe directors of a company must, in determining how amounts...
Section B The Required Formats for Accounts
Preliminary
7(1) References in this Part of this Schedule to the...
8A number in brackets following any item in either of...
9(1)(1) In the profit and loss account format set out...In the profit and loss account format set out below—...
Balance Sheet Format
ASSETS
LIABILITIES
Notes on the balance sheet format
Called up share capital not paid (Assets items A and...
Special rules for balance sheet format
10Additional items
11Managed funds
12Deferred acquisition costs
Profit and loss account format
ITechnical account General business (1) Earned premiums, net of reinsurance—...
IITechnical account Long term business (1) Earned premiums, net of...
IIINon-technical account (1) Balance on the general business technical account...
Notes on the profit and loss account format
Gross premiums written (General business technical account: item I.1.(a) Long...
Chapter II Accounting Principles and Rules
Section A Accounting Principles
Preliminary
13Subject to paragraph 19 below, the amounts to be included...
Accounting principles
14The company shall be presumed to be carrying on business...
15Accounting policies shall be applied consistently within the same accounts...
16The amount of any item shall be determined on a...
17All income and charges relating to the financial year to...
18In determining the aggregate amount of any item the amount...
Departure from accounting principles
19If it appears to the directors of a company that...
19AValuation
Section B Current Value Accounting Rules
Preliminary
20Subject to paragraphs 27 to 29 below—
21. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation of assets: general
22(1) Subject to paragraph 24 below, investments falling to be...
23(1) Intangible assets other than goodwill may be shown at...
Alternative valuation of fixed-income securities
24(1) This paragraph applies to debt securities and other fixed-income...
Meaning of “current value”
25(1) Subject to sub-paragraph (5) below, in the case of...
26(1) In the case of land and buildings, current value...
Application of the depreciation rules
27(1) Where— (a) the value of any asset of a...
Additional information to be provided
28(1) This paragraph applies where the amounts to be included...
Revaluation reserve
29(1) Subject to sub-paragraph (7) below, with respect to any...
SECTION BA
VALUATION AT FAIR VALUE
29AInclusion of financial instruments at fair value
29BDetermination of fair value
29CInclusion of hedged items at fair value
29DOther assets that may be included at fair value
29EAccounting for changes in value
29FThe fair value reserve
Section C Historical Cost Accounting Rules
Preliminary
30Subject to paragraphs 20 to 29 above, the amounts to...
Valuation of assets
31General rules
32In the case of any asset included under Assets item...
33(1) This paragraph applies to any asset included under Assets...
34(1) This paragraph applies to assets included under Assets items...
35Development costs
36Goodwill
Miscellaneous and supplemental
37Excess of money owed over value received as an asset item
38Assets included at a fixed amount
39Determination of cost
40(1) Subject to the qualification mentioned below, the cost of...
41Substitution of original amount where price or cost unknown
Section D Rules for Determining Provisions
42Preliminary
43Technical provisions
44Provision for unearned premiums
45Provision for unexpired risks
46Long term business provision
Provisions for claims outstanding
47 General business
48(1) Explicit discounting or deductions to take account of investment...
49Long term business
50 Equalisation reserves
51Accounting on a non-annual basis
52(1) The excess of the premiums written over the claims...
53(1) The figures shown in the technical account or in...
Chapter iii Notes to the Accounts
Preliminary
54(1) Any information required in the case of any company...
General
55Disclosure of accounting policies
56It shall be stated whether the accounts have been prepared...
57Sums denominated in foreign currencies
57AReserves and dividends
Information supplementing the balance sheet
58Share capital and debentures
59If the company has allotted any shares during the financial...
60(1) With respect to any contingent right to the allotment...
61(1) If the company has issued any debentures during the...
62Assets
63Where any assets of the company (other than listed investments)...
64In relation to any amount which is included under Assets...
65Investments
65AInformation about fair value of assets and liabilities
65BWhere the company has derivatives that it has not included...
65C(1) Sub-paragraph (2) applies if– (a) the company has financial...
65DInformation where investment property and living animals and plants included at fair value
66Reserves and provisions
67Provision for taxation
68Details of indebtedness
69If any fixed cumulative dividends on the company’s shares are...
70Guarantees and other financial commitments
71Dealings with or interests in group undertakings
72Miscellaneous matters
Information supplementing the profit and loss account
73Separate statement of certain items of income and expenditure
74Particulars of tax
75Particulars of business
76(1) As regards long term business, the company shall disclose—...
77(1) Subject to sub-paragraph (2) below, there shall be disclosed...
78Commissions
79Particulars of staff
80Miscellaneous matters
Chapter IV Interpretation of Part I
81General
81AFinancial instruments
81B(1) The expressions listed in sub-paragraph (2) have the same...
82Loans
83Materiality
84Provisions
85Scots land tenure
86Staff costs
Part II Consolidated Accounts
Schedule 4A to apply Part I of this Schedule with modifications
1(1) In its application to insurance groups, Schedule 4A shall...
Modifications of Part I of this Schedule for purposes of paragraph 1
2(1) For the purposes of paragraph 1 above, Part I...
SCHEDULE 10
Recent issues
1(1) This paragraph applies where a company prepares individual accounts...
Turnover and profitability
2(1) This paragraph applies where a company prepares group accounts...
Labour force and wages paid
3(1) This paragraph applies where a company prepares individual or...
SCHEDULE 10A Parent and Subsidiary Undertakings: Supplementary Provisions
Introduction
1The provisions of this Schedule explain expressions used in section...
Voting rights in an undertaking
2(1) In section 258(2)(a) and (d) and (3A)(a)the references to...
Right to appoint or remove a majority of the directors
3(1) In section 258(2)(b) the reference to the right to...
Right to exercise dominant influence
4(1) For the purposes of section 258(2)(c) an undertaking shall...
Rights exercisable only in certain circumstances or temporarily incapable of exercise
5(1) Rights which are exercisable only in certain circumstances shall...
Rights held by one person on behalf of another
6Rights held by a person in a fiduciary capacity shall...
7(1) Rights held by a person as nominee for another...
Rights attached to shares held by way of security
8Rights attached to shares held by way of security shall...
Rights attributed to parent undertaking
9(1) Rights shall be treated as held by a parent...
Disregard of certain rights
10The voting rights in an undertaking shall be reduced by...
Supplementary
11References in any provision of paragraphs 6 to 10 to...
SCHEDULE 11Modifications of Part VIII Where Company’s Accounts Prepared in Accordance with Special Provisions for Banking or Insurance Companies
1Paragraphs 2 to 6 below apply where a company has...
Modifications where accounts prepared in accordance with special provisions for banking companies
2Section 264(2) shall apply as if the reference to paragraph...
3Section 269 shall apply as if: (a) there were substituted...
4Sections 270(2) and 275 shall apply as if the references...
5Sections 272 and 273 shall apply as if in section...
6Section 276 shall apply as if the references to paragraphs...
Modifications where accounts prepared in accordance with special provisions for insurance companies
7Section 264(2) shall apply as if for the words in...
8Section 269 shall apply as if the reference to paragraph...
9Sections 270(2) and 275 shall apply as if the reference...
10Sections 272 and 273 shall apply as if the references...
11Section 276 shall apply as if the references to paragraphs...
12Sections 272 and 273 apply as if in section 272(3)—...
13Section 275 applies as if— (a) for subsection (1) there...
SCHEDULE 12 . . .
SCHEDULE 13 Provisions Supplementing and Interpreting Sections 324 to 328
Part I Rules for Interpretation of the Sections and also Section 346(4) and (5)
1(1) A reference to an interest in shares or debentures...
2Where property is held on trust and any interest in...
3(1) A person is taken to have an interest in...
4A person is taken to be interested in shares or...
5Where a person is entitled to exercise or control the...
6(1) A person is taken to have an interest in...
7Persons having a joint interest are deemed each of them...
8It is immaterial that shares or debentures in which a...
9So long as a person is entitled to receive, during...
10A person is to be treated as uninterested in shares...
11(1) There is to be disregarded an interest of a...
12There is to be disregarded any interest—
13Delivery to a person’s order of shares or debentures in...
Part II Periods Within Which Obligations Imposed By Section 324 Must Be Fulfilled
14(1) An obligation imposed on a person by section 324(1)...
15(1) An obligation imposed on a person by section 324(2)...
16In reckoning, for purposes of paragraphs 14 and 15, any...
Part III Circumstances in Which Obligation Imposed by Section 324 is not Discharged
17(1) Where an event of whose occurrence a director is,...
18(1) An obligation imposed on a director by virtue of...
19(1) Where an event of whose occurrence a director is,...
20In this Part, a reference to price paid or received...
Part IV Provisions with Respect to Register of Directors’ Interests to be Kept Under Section 325
21The register must be so made up that the entries...
22An obligation imposed by section 325(2) to (4) must be...
23The nature and extent of an interest recorded in the...
24The company is not, by virtue of anything done for...
25The register shall— (a) if the company’s register of members...
26(1) Any member of the company or other person may...
27The company shall send notice in the prescribed form to...
28Unless the register is in such a form as to...
29The register shall be produced at the commencement of the...
SCHEDULE 14 Overseas Branch Registers
Part I Countries and Territories in Which Overseas Branch Register May be Kept
Part II General Provisions With Respect to Overseas Branch Registers
1(1) A company keeping an overseas branch register shall give...
2(1) An overseas branch register is deemed to be part...
3(1) A competent court in a country or territory where...
4(1) The company shall— (a) transmit to its registered office...
5Subject to the above provisions with respect to the duplicate...
6A company may discontinue to keep an overseas branch register,...
7Subject to the provisions of this Act, any company may,...
8An instrument of transfer of a share registered in an...
Part III Provisions for Branch Registers of Oversea Companies to be Kept in Great Britain
9(1) If by virtue of the law in force in...
SCHEDULE 15. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule 15A Written Resolutions of Private Companies
Part I Exceptions
1Section 381A does not apply to— (a) a resolution under...
Part II Adaptation of Procedural Requirements
Introductory
2(1) In this Part of this Schedule (which adapts certain...
Section 95 (disapplication of pre-emption rights)
3(1) The following adaptations have effect in relation to a...
Section 155 (financial assistance for purchase of company’s own shares or those of holding company)
4In relation to a written resolution giving approval under section...
Sections 164, 165 and 167 (authority for off-market purchase or contingent purchase contract of company’s own shares)
5(1) The following adaptations have effect in relation to a...
Section 173 (approval for payment out of capital)
6(1) The following adaptations have effect in relation to a...
Section 319 (approval of director’s service contract)
7In relation to a written resolution approving any such term...
Section 337 (funding of director’s expenditure in performing his duties)
8In relation to a written resolution giving approval under section...
SCHEDULE 15B PROVISIONS SUBJECT TO WHICH SS. 425–427 HAVE EFFECT IN THEIR APPLICATION TO MERGERS AND DIVISIONS OF PUBLIC COMPANIES
1Meeting of transferee company
2Draft terms of merger
3Documents and information to be made available
4Directors’ report
5Expert’s report
6Inspection of documents
7Transferor company holding its own shares
8Securities other than shares to which special rights are attached
9Date and consequences of the compromise or arrangement
10Exceptions
11(1) The following sub-paragraphs apply where the scheme is a...
Transferee company or companies holding shares in the transferor company
12(1) Where the scheme is a Case 1 Scheme and...
13(1) Where the scheme is a Case 3 Scheme and—...
14(1) Where the scheme is a Case 1 Scheme and...
15Liability of transferee companies for the default of another
SCHEDULE 15CSpecified persons
1The Secretary of State.
2The Department of Enterprise, Trade and Investment for Northern Ireland....
3The Treasury.
4The Lord Advocate.
5The Director of Public Prosecutions.
6The Director of Public Prosecutions for Northern Ireland.
7The Financial Services Authority.
8A constable.
9A procurator fiscal.
10The Scottish Ministers.
SCHEDULE 15DDisclosures
1A disclosure for the purpose of enabling or assisting a...
2A disclosure for the purpose of enabling or assisting an...
3A disclosure for the purpose of enabling or assisting a...
4A disclosure for the purpose of enabling or assisting a...
5A disclosure for the purpose of enabling or assisting a...
6A disclosure for the purpose of enabling or assisting a...
7A disclosure for the purpose of enabling or assisting a...
8A disclosure for the purpose of enabling or assisting a...
9A disclosure for the purpose of enabling or assisting the...
10A disclosure for the purpose of enabling or assisting the...
11A disclosure for the purpose of enabling or assisting the...
12A disclosure for the purpose of enabling or assisting a...
13A disclosure for the purpose of enabling or assisting the...
13AA disclosure for the purpose of enabling or assisting the...
14A disclosure for the purpose of enabling or assisting the...
15A disclosure for the purpose of enabling or assisting the...
16A disclosure for the purpose of enabling or assisting organs...
17A disclosure for the purpose of enabling or assisting the...
18A disclosure for the purpose of enabling or assisting the...
19A disclosure with a view to the institution of, or...
20A disclosure for the purpose of enabling or assisting an...
21A disclosure for the purpose of enabling or assisting the...
22A disclosure for the purpose of enabling or assisting the...
23A disclosure for the purpose of enabling or assisting the...
24A disclosure by the National Lottery Commission to the National...
25A disclosure for the purpose of enabling or assisting a...
26A disclosure for the purpose of enabling or assisting an...
27A disclosure for the purpose of enabling or assisting a...
28A disclosure for the purpose of enabling or assisting the...
29A disclosure for the purpose of enabling or assisting the...
30A disclosure for the purpose of enabling or assisting a...
31(1) A disclosure for the purpose of enabling or assisting...
32A disclosure for the purpose of enabling or assisting a...
33A disclosure with a view to the institution of, or...
34A disclosure for the purpose of enabling or assisting a...
35A disclosure for the purpose of enabling or assisting a...
36A disclosure for the purpose of enabling or assisting an...
37A disclosure for the purpose of enabling or assisting the...
38A disclosure for the purpose of enabling or assisting a...
39(1) A disclosure for the purpose of enabling or assisting...
40A disclosure for the purpose of enabling or assisting the...
41A disclosure with a view to the institution of, or...
42A disclosure with a view to the institution of, or...
43A disclosure with a view to the institution of, or...
44A disclosure for the purposes of proceedings before the Financial...
44AA disclosure for the purposes of proceedings before the Pensions...
45A disclosure for the purpose of enabling or assisting a...
46A disclosure with a view to the institution of, or...
47(1) A disclosure with a view to the institution of,...
48A disclosure for the purpose of the provision of a...
49A disclosure in pursuance of any Community obligation.
50A disclosure for the purpose of enabling or assisting the...
SCHEDULE 16. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SCHEDULES 17–19. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SCHEDULE 20 Vesting of Disclaimed Property; Protection of Third Parties
Part I . . .
Part II Crown Disclaimer under section 656
5The court shall not under section 657 make a vesting...
6The person must by the order be made subject—
7A creditor or sub-lessee declining to accept a vesting order...
8If there is no person claiming under the company who...
9For the purposes of paragraph 5 above, a heritable security...
SCHEDULE 21 Effect of Registration under section 680
Interpretation
1In this Schedule— “registration” means registration in pursuance of section...
Vesting of property
2All property belonging to or vested in the company at...
Existing liabilities
3Registration does not affect the company’s rights or liabilities in...
Pending actions at law
4(1) All actions and other legal proceedings which at the...
The company’s constitution
5(1) All provisions contained in any Act of Parliament or...
6(1) All the provisions of this Act apply to the...
Capital structure
7Provisions of this Act with respect to—
Supplementary
8Nothing in paragraphs 5 to 7 authorises a company to...
9None of the provisions of this Act (except section 461(3))...
SCHEDULE 21A BRANCH REGISTRATION UNDER THE ELEVENTH COMPANY LAW DIRECTIVE (89/666/EEC)
1 Duty to register
2 Particulars required
3The particulars referred to in paragraph 1(1)(b) are—
4The particulars referred to in paragraph 1(1)(c) are—
4AWhere a confidentiality order made under section 723B is in...
5 Documents required
6(1) The second documents referred to in paragraph 1(2) are—...
7 Alterations
8(1) Sub-paragraph (2) below applies where— (a) a company’s return...
9(1) If an individual in respect of whom a confidentiality...
SCHEDULE 21B CHANGE IN REGISTRATION REGIME: TRANSITIONAL PROVISIONS
1(1) This paragraph applies where a company which becomes a...
2(1) This paragraph applies where a company which becomes a...
SCHEDULE 21C DELIVERY OF REPORTS AND ACCOUNTS: CREDIT AND FINANCIAL INSTITUTIONS TO WHICH THE BANK BRANCHES DIRECTIVE (89/117/EEC) APPLIES
Part IInstitutions required to prepare accounts under parent law
1 Scope of Part and Interpretation
2 Duty to deliver copies in Great Britain
3(1) An institution to which this Part of this Schedule...
4Where an institution’s parent law permits it to discharge an...
5(1) Neither paragraph 2 nor paragraph 3 shall require an...
6 Registrar to whom documents to be delivered
7 Penalty for non-compliance
8 Interpretation
PART IIINSTITUTIONS NOT REQUIRED TO PREPARE ACCOUNTS UNDER PARENT LAW
9 Scope of Part and Interpretation
10 Preparation of accounts and reports
11Sections 223 to 225 apply to an institution to which...
12 Duty to deliver accounts and reports
13 Time for delivery
14 Registrar to whom documents to be delivered
15 Penalty for non-compliance
SCHEDULE 21D DELIVERY OF REPORTS AND ACCOUNTS: COMPANIES TO WHICH THE ELEVENTH COMPANY LAW DIRECTIVE APPLIES
PART I COMPANIES REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW
1 Scope of Part
2 Duty to deliver copies in Great Britain
3Paragraph 2 above shall not require documents to be delivered...
4 Time for delivery
5 Penalty for non-compliance
6 Interpretation
PART II COMPANIES NOT REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW
7 Scope of Part
8 Preparation of accounts and reports
9Sections 223 to 225 apply to a company to which...
10 Duty to deliver accounts and reports
11Paragraph 10 shall not require documents to be delivered in...
12 Time for delivery
13 Penalty for non-compliance
SCHEDULE 22 Provisions of this Act applying to Unregistered Companies
SCHEDULE 23 Form of Statement to be published by certain companies under section 720
SCHEDULE 24 Punishment of Offences Under this Act
SCHEDULE 25 Companies Act 1981, Section 38, as Originally Enacted
38 Relief from section 56 in respect of group reconstructions.

Royal arms

Companies Act 1985

1985 CHAPTER 6

An Act to consolidate the greater part of the Companies Acts.

Be it enacted by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—