Companies Act 1985

1. Introductory Text

2. Part I Formation and Registration of Companies; Juridical Status and Membership

   1. Chapter I Company Formation

      1. Memorandum of association

         1. 1. Mode of forming incorporated company.

         2. 2. Requirements with respect to memorandum.

         3. 3. Forms of memorandum.

         4. 3A. Statement of company’s objects: general commercial company.

         5. 4. Resolution to alter objects.

         6. 5. Procedure for objecting to alteration.

         7. 6. Provisions supplementing ss. 4, 5.

      2. Articles of association

         1. 7. Articles prescribing regulations for companies.

         2. 8. Tables A, C, D and E.

         3. 8A. Table G.

         4. 9. Alteration of articles by special resolution.

      3. Registration and its consequences

         1. 10. Documents to be sent to registrar.

         2. 11. Minimum authorised capital (public companies).

         3. 12. Duty of registrar.

         4. 13. Effect of registration.

         5. 14. Effect of memorandum and articles.

         6. 15. Memorandum and articles of company limited by guarantee.

         7. 16. Effect of alteration on company’s members.

         8. 17. Conditions in memorandum which could have been in articles.

         9. 18. Amendments of memorandum or articles to be registered.

         10. 19. Copies of memorandum and articles to be given to members.

         11. 20. Issued copy of memorandum to embody alterations.

         12. 21. Registered documentation of Welsh companies.

      4. A company’s membership

         1. 22. Definition of “member”.

         2. 23. Membership of holding company.

         3. 24. Minimum membership for carrying on business.

   2. Chapter II Company Names

      1. 25. Name as stated in memorandum.

      2. 26. Prohibition on registration of certain names.

      3. 27. Alternatives of statutory designations.

      4. 28. Change of name.

      5. 29. Regulations about names.

      6. 30. Exemption from requirement of “limited” as part of the name.

      7. 31. Provisions applying to company exempt under s. 30.

      8. 32. Power to require company to abandon misleading name.

      9. 33. Prohibition on trading under misleading name.

      10. 34. Penalty for improper use of “limited” or “cyfyngedig”.

      11. 34A. Penalty for improper use of “community interest company” etc.

   3. Chapter III A Company’s Capacity; Formalities of Carrying on Business

      1. 35. A company’s capacity not limited by its memorandum.

      2. 35A. Power of directors to bind the company.

      3. 35B. No duty to enquire as to capacity of company or authority of directors.

      4. 36. Company contracts: England and Wales.

      5. 36A. Execution of documents: England and Wales.

      6. 36AA. Execution of deeds: England and Wales

      7. 36B. Execution of documents by companies.

      8. 36C. Pre-incorporation contracts, deeds and obligations.

      9. 37. Bills of exchange and promissory notes.

      10. 38. Execution of deeds abroad.

      11. 39. Power of company to have official seal for use abroad.

      12. 40. Official seal for share certificates, etc.

      13. 41. Authentication of documents.

      14. 42. Events affecting a company’s status.

3. Part II Re-registration as a means of altering a company’s status

   1. Private company becoming public

      1. 43. Re-registration of private company as public.

      2. 44. Consideration for shares recently allotted to be valued.

      3. 45. Additional requirements relating to share capital.

      4. 46. Meaning of “unqualified report” in s. 43(3).

      5. 47. Certificate of re-registration under s. 43.

      6. 48. Modification for unlimited company re-registering.

   2. Limited company becoming unlimited

      1. 49. Re-registration of limited company as unlimited.

      2. 50. Certificate of re-registration under s. 49.

   3. Unlimited company becoming limited

      1. 51. Re-registration of unlimited company as limited.

      2. 52. Certification of re-registration under s. 51.

   4. Public company becoming private

      1. 53. Re-registration of public company as private.

      2. 54. Litigated objection to resolution under s. 53.

      3. 55. Certificate of re-registration under s. 53.

4. Part III Capital Issues

   1. Chapter I Issues by Companies Registered, or to be Registered, in Great Britain

      1. The prospectus

         1. 56. Matters to be stated, and reports to be set out, in prospectus.

         2. 57. Attempted evasion of s. 56 to be void.

         3. 58. Document offering shares etc. for sale deemed a prospectus.

         4. 59. Rule governing what is an “offer to the public".

         5. 60. Exceptions from rule in s. 59.

         6. 61. Prospectus containing statement by expert.

         7. 62. Meaning of “expert”.

         8. 63. Prospectus to be dated.

      2. Registration of prospectus

         1. 64. Registration requirement applicable in all cases.

         2. 65. Additional requirements in case of prospectus issued generally.

      3. Liabilities and offences in connection with prospectus

         1. 66. Directors, etc. exempt from liability in certain cases.

         2. 67. Compensation for subscribers misled by statement in prospectus.

         3. 68. Exemption from s. 67 for those acting with propriety.

         4. 69. Indemnity for innocent director or expert.

         5. 70. Criminal liability for untrue statements.

      4. Supplementary

         1. 71. Interpretation for ss. 56 to 70.

   2. Chapter II Issues by Companies Incorporated, or to be Incorporated, Outside Great Britain

      1. 72. Prospectus of oversea company.

      2. 73. Attempted evasion of s. 72 to be void.

      3. 74. Prospectus containing statement by expert.

      4. 75. Restrictions on allotment to be secured in prospectus.

      5. 76. Stock exchange certificate exempting from compliance with Sch. 3.

      6. 77. Registration of oversea prospectus before issue.

      7. 78. Consequences (criminal and civil) of non-compliance with ss. 72-77.

      8. 79. Supplementary.

5. Part IV Allotment of Shares and Debentures

   1. General provisions as to allotment

      1. 80. Authority of company required for certain allotments.

      2. 80A. Election by private company as to duration of authority.

      3. 81. Restriction on public offers by private company.

      4. 82. Application for, and allotment of, shares and debentures.

      5. 83. No allotment unless minimum subscription received.

      6. 84. Allotment where issue not fully subscribed.

      7. 85. Effect of irregular allotment.

      8. 86. Allotment of shares etc. to be dealt in on stock exchange.

      9. 87. Operation of s. 86 where prospectus offers shares for sale.

      10. 88. Return as to allotments, etc.

   2. Pre-emption rights

      1. 89. Offers to shareholders to be on pre-emptive basis.

      2. 90. Communication of pre-emption offers to shareholders.

      3. 91. Exclusion of ss. 89, 90 by private company.

      4. 92. Consequences of contravening ss. 89, 90.

      5. 93. Saving for other restrictions as to offers.

      6. 94. Definitions for ss. 89-96.

      7. 95. Disapplication of pre-emption rights.

      8. 96. Saving for company’s pre-emption procedure operative before 1982.

   3. Commissions and discounts

      1. 97. Power of company to pay commissions.

      2. 98. Apart from s. 97, commissions and discounts barred.

   4. Amount to be paid for shares; the means of payment

      1. 99. General rules as to payment for shares on allotment.

      2. 100. Prohibition on allotment of shares at a discount.

      3. 101. Shares to be allotted as at least one-quarter paid-up.

      4. 102. Restriction on payment by long-term undertaking.

      5. 103. Non-cash consideration to be valued before allotment.

      6. 104. Transfer to public company of non-cash asset in initial period.

      7. 105. Agreements contravening s. 104.

      8. 106. Shares issued to subscribers of memorandum.

      9. 107. Meaning of “the appropriate rate”.

   5. Valuation provisions

      1. 108. Valuation and report (s. 103).

      2. 109. Valuation and report (s. 104).

      3. 110. Entitlement of valuer to full disclosure.

      4. 111. Matters to be communicated to registrar.

   6. Other matters arising out of allotment &c.

      1. 111A. Right to damages, &c. not affected.

      2. 112. Liability of subsequent holders of shares allotted.

      3. 113. Relief in respect of certain liabilities under ss. 99 ff.

      4. 114. Penalty for contravention.

      5. 115. Undertakings to do work, etc.

      6. 116. Application of ss. 99 ff to special cases.

6. Part V Share Capital, its Increase, Maintenance and Reduction

   1. Chapter I General Provisions about Share Capital

      1. 117. Public company share capital requirements.

      2. 118. The authorised minimum.

      3. 119. Provision for different amounts to be paid on shares.

      4. 120. Reserve liability of limited company.

      5. 121. Alteration of share capital (limited companies).

      6. 122. Notice to registrar of alteration.

      7. 123. Notice to registrar of increased share capital.

      8. 124. Reserve capital of unlimited company.

   2. Chapter II Class Rights

      1. 125. Variation of class rights.

      2. 126. Saving for court’s powers under other provisions.

      3. 127. Shareholders’ right to object to variation.

      4. 128. Registration of particulars of special rights.

      5. 129. Registration of newly created class rights.

   3. Chapter III Share Premiums

      1. 130. Application of share premiums.

      2. 131. Merger relief.

      3. 132. Relief in respect of group reconstructions.

      4. 133. Provisions supplementing ss. 131, 132.

      5. 134. Provision for extending or restricting relief from s. 130.

   4. Chapter IV Reduction of Share Capital

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

      2. 136. Application to court for order of confirmation.

      3. 137. Court order confirming reduction.

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

      5. 139. Public company reducing capital below authorised minimum.

      6. 140. Liability of members on reduced shares.

      7. 141. Penalty for concealing name of creditor, etc.

   5. Chapter V Maintenance of Capital

      1. 142. Duty of directors on serious loss of capital.

      2. 143. General rule against company acquiring own shares.

      3. 144. Aquisition of shares by company’s nominee.

      4. 145. Exceptions from s. 144.

      5. 146. Treatment of shares held by or for public company.

      6. 147. Matters arising out of compliance with s. 146(2).

      7. 148. Further provisions supplementing ss. 146, 147.

      8. 149. Sanctions for non-compliance.

      9. 150. Charges of public companies on own shares.

   6. Chapter VI Financial Assistance by a Company for Acquisition of its Own Shares

      1. Provisions applying to both public and private companies

         1. 151. Financial assistance generally prohibited.

         2. 152. Definitions for this Chapter.

         3. 153. Transactions not prohibited by s. 151.

         4. 154. Special restriction for public companies.

      2. Private companies

         1. 155. Relaxation of s. 151 for private companies.

         2. 156. Statutory declaration under s. 155.

         3. 157. Special resolution under s. 155.

         4. 158. Time for giving financial assistance under s. 155.

   7. Chapter VII Redeemable Shares; Purchase by a Company of its Own Shares

      1. Redemption and purchase generally

         1. 159. Power to issue redeemable shares.

         2. 159A. Terms and manner of redemption.

         3. 160. Financing etc. of redemption.

         4. 161. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

         5. 162. Power of company to purchase own shares.

         6. 162A. Treasury shares

         7. 162B. Treasury shares: maximum holdings

         8. 162C. Treasury shares: voting and other rights

         9. 162D. Treasury shares: disposal and cancellation

         10. 162E. Treasury shares: mandatory cancellation

         11. 162F. Treasury shares: proceeds of sale

         12. 162G. Treasury shares: penalty for contravention

         13. 163. Definitions of “off-market” and “market” purchase.

         14. 164. Authority for off-market purchase.

         15. 165. Authority for contingent purchase contract.

         16. 166. Authority for market purchase.

         17. 167. Assignment or release of company’s right to purchase own shares.

         18. 168. Payments apart from purchase price to be made out of distributable profits.

         19. 169. Disclosure by company of purchase of own shares.

         20. 169A. Disclosure by company of cancellation or disposal of treasury shares

         21. 170. The capital redemption reserve.

      2. Redemption or purchase of own shares out of capital (private companies only)

         1. 171. Power of private companies to redeem or purchase own shares out of capital.

         2. 172. Availability of profits for purposes of s. 171.

         3. 173. Conditions for payment out of capital.

         4. 174. Procedure for special resolution under s. 173.

         5. 175. Publicity for proposed payment out of capital.

         6. 176. Objections by company’s members or creditors.

         7. 177. Powers of court on application under s. 176.

      3. Supplementary

         1. 178. Effect of company’s failure to redeem or purchase.

         2. 179. Power for Secretary of State to modify this Chapter.

         3. 180. Transitional cases arising under this Chapter; and savings.

         4. 181. Definitions for Chapter VII.

   8. Chapter VIII Miscellaneous Provisions about Shares and Debentures

      1. Share and debenture certificates, transfers and warrants

         1. 182. Nature, transfer and numbering of shares.

         2. 183. Transfer and registration.

         3. 184. Certification of transfers.

         4. 185. Duty of company as to issue of certificates.

         5. 186. Certificate to be evidence of title.

         6. 187. Evidence of grant of probate or confirmation as executor.

         7. 188. Issue and effect of share warrant to bearer.

         8. 189. Offences in connection with share warrants (Scotland).

      2. Debentures

         1. 190. Register of debenture holders.

         2. 191. Right to inspect register.

         3. 192. Liability of trustees of debentures.

         4. 193. Perpetual debentures.

         5. 194. Power to re-issue redeemed debentures.

         6. 195. Contract to subscribe for debentures.

         7. 196. Payment of debts out of assets subject to floating charge (England and Wales).

         8. 197. Debentures to bearer (Scotland).

7. Part VI Disclosure of Interests in Shares

   1. Individual and group acquisitions

      1. 198. Obligation of disclosure: the cases in which it may arise and “the relevant time”.

      2. 199. Interests to be disclosed.

      3. 200. “Percentage level” in relation to notifiable interests.

      4. 201. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

      5. 202. Particulars to be contained in notification.

      6. 203. Notification of family and corporate interests.

      7. 204. Agreement to acquire interests in a particular company.

      8. 205. Obligation of disclosure arising under s. 204.

      9. 206. Obligation of persons acting together to keep each other informed.

      10. 207. Interests in shares by attribution.

      11. 208. Interests in shares which are to be notified.

      12. 209. Interests to be disregarded.

      13. 210. Other provisions about notification under this Part.

      14. 210A. Power to make further provision by regulations.

   2. Registration and investigation of share acquisitions and disposals

      1. 211. Register of interests in shares.

      2. 212. Company investigations.

      3. 213. Registration of interests disclosed under s. 212.

      4. 214. Company investigation on requisition by members.

      5. 215. Company report to members.

      6. 216. Penalty for failure to provide information.

      7. 217. Removal of entries from register.

      8. 218. Otherwise, entries not to be removed.

      9. 219. Inspection of register and reports.

   3. Supplementary

      1. 220. Definitions for Part VI.

8. Part VII Accounts and Audit

   1. Chapter I Provisions Applying to Companies Generally

      1. Accounting records

         1. 221. Duty to keep accounting records.

         2. 222. Where and for how long records to be kept.

      2. A company’s financial year and accounting reference periods

         1. 223. A company’s financial year.

         2. 224. Accounting reference periods and accounting reference date.

         3. 225. Alteration of accounting reference date.

      3. Annual accounts

         1. 226. Duty to prepare individual accounts.

         2. 226A. Companies Act individual accounts

         3. 226B. IAS individual accounts

         4. 227. Duty to prepare group accounts.

         5. 227A. Companies Act group accounts

         6. 227B. IAS group accounts

         7. 227C. Consistency of accounts

         8. 228. Exemption for parent companies included in accounts of larger group.

         9. 228A. Exemption for parent companies included in non-EEA group accounts

         10. 229. Subsidiary undertakings included in the consolidation.

         11. 230. Treatment of individual profit and loss account where group accounts prepared.

         12. 231. Disclosure required in notes to accounts:related undertakings.

         13. 231A. Disclosure required in notes to annual accounts: particulars of staff

         14. 232. Disclosure required in notes to accounts: emoluments and other benefits of directors and others.

      4. Approval and signing of accounts

         1. 233. Approval and signing of accounts

      5. Director’s report

         1. 234. Duty to prepare director’s report.

         2. 234ZZA. Directors' report: general requirements

         3. 234ZZB. Directors' report: business review

         4. 234ZA. Statement as to disclosure of information to auditors

         5. 234A. Approval and signing of directors’ report.

      6. Quoted companies: operating and financial review

         1. 234AA. Duty to prepare operating and financial review

         2. 234AB. Approval and signing of operating and financial review

      7. Quoted companies: directors’ remuneration report

         1. 234B. Duty to prepare directors’ remuneration report

         2. 234C. Approval and signing of directors’ remuneration report

      8. Auditors’ report

         1. 235. Auditors’ report.

         2. 236. Signature of auditors’ report.

         3. 237. Duties of auditors.

      9. Publication of accounts and reports

         1. 238. Persons entitled to receive copies of accounts and reports.

         2. 238A. Time allowed for sending out copies of accounts and reports

         3. 239. Rights to demand copies of accounts and reports.

         4. 240. Requirements in connection with publication of accounts.

      10. Laying and delivering of accounts and reports

          1. 241. Accounts and reports to be laid before company in general meeting.

          2. 241A. Members’ approval of directors’ remuneration report

          3. 242. Accounts and reports to be delivered to the registrar.

          4. 242A. Civil penalty for failure to deliver accounts.

          5. 242B. Delivery and publication of accounts in ECUs

          6. 243. Accounts of subsidiary undertakings to be appended in certain cases.

          7. 244. Period allowed for laying and delivering accounts and reports.

      11. Revision of defective accounts and reports

          1. 245. Voluntary revision of annual accounts or directors’ report.

          2. 245A. Secretary of State’s notice in respect of annual accounts.

          3. 245B. Application to court in respect of defective accounts.

          4. 245C. Other persons authorised to apply to court.

          5. 245D. Disclosure of information held by Inland Revenue to persons authorised to apply to court

          6. 245E. Restrictions on use and further disclosure of information disclosed under section 245D

          7. 245F. Power of authorised persons to require documents, information and explanations

          8. 245G. Restrictions on further disclosure of information obtained under section 245F

   2. Chapter II Exemptions, Exceptions and Special Provisions

      1. Small and medium-sized companies and groups

         1. 246. Special provisions for small companies

         2. 246A. Special provisions for medium-sized companies

         3. 247. Qualification of company as small or medium-sized.

         4. 247A. Cases in which special provisions do not apply

         5. 247B. Special auditors’ report

         6. 248. Exemption for small and medium-sized groups.

         7. 248A. Group accounts prepared by small company

         8. 249. Qualification of group as small or medium-sized.

      2. Exemptions from audit for certain categories of small company

         1. 249A. Exemptions from audit

         2. 249AA. Dormant companies

         3. 249B. Cases where exemptions not available

         4. 249C. The report required for the purposes of section 249A(2).

         5. 249D. The reporting accountant

         6. 249E. Effect of exemptions

      3. Dormant companies

         1. 250. Resolution not to appoint auditors.

      4. Listed public companies

         1. 251. Summary financial statement

      5. Private companies

         1. 252. Election to dispense with laying of accounts and reports before general meeting.

         2. 253. Right of shareholder to require laying of accounts.

      6. Unlimited companies

         1. 254. Exemption from requirement to deliver accounts and reports.

      7. Banking and insurance companies and groups

         1. 255. Special provisions for banking and insurance companies.

         2. 255A. Special provisions for banking and insurance groups.

         3. 255B. Modification of disclosure requirements in relation to banking company or group.

         4. 255C. Directors’ report where accounts prepared in accordance with special provisions.

         5. 255D. Power to apply provisions to banking partnerships.

      8. Welsh private companies

         1. [255E. Delivery of accounting documents in Welsh only.

   3. Chapter III Supplementary Provisions

      1. Accounting standards

         1. 256. Accounting standards.

         2. 256A. Reporting standards

      2. Power to alter accounting requirements

         1. 257. Power of Secretary of State to alter accounting requirements.

      3. Parent and subsidiary undertakings

         1. 258. Parent and subsidiary undertakings.

      4. Other interpretation provisions

         1. 259. Meaning of “undertaking” and related expressions.

         2. 260. Participating interests.

         3. 261. Notes to the accounts.

         4. 262. Minor definitions.

         5. 262A. Index of defined expressions.

9. Part VIII Distribution of Profits and Assets

   1. Limits of company’s power of distribution

      1. 263. Certain distributions prohibited.

      2. 264. Restriction on distribution of assets.

      3. 265. Other distributions by investment companies.

      4. 266. Meaning of “investment company”.

      5. 267. Extension of ss. 265, 266 to other companies.

      6. 268. Realised profits of insurance company with long term business.

      7. 269. Treatment of development costs.

   2. Relevant accounts

      1. 270. Distribution to be justified by reference to company’s accounts.

      2. 271. Requirements for last annual accounts.

      3. 272. Requirements for interim accounts.

      4. 273. Requirements for initial accounts.

      5. 274. Method of applying s. 270 to successive distributions.

      6. 275. Treatment of assets in the relevant accounts.

      7. 276. Distributions in kind.

   3. Supplementary

      1. 277. Consequences of unlawful distribution.

      2. 278. Saving for provision in articles operative before Act of 1980.

      3. 279. Distributions by banking or insurance companies.

      4. 280. Definitions for Part VIII.

      5. 281. Saving for other restraints on distribution.

10. Part IX A Company’s Management; Directors and Secretaries; their Qualifications, Duties and Responsibilities

    1. Officers and registered office

       1. 282. Directors.

       2. 283. Secretary.

       3. 284. Acts done by person in dual capacity.

       4. 285. Validity of acts of directors.

       5. 286. Qualifications of company secretaries.

       6. 287. Registered office.

       7. 288. Register of directors and secretaries.

       8. 288A. If an individual in respect of whom a confidentiality order...

       9. 289. Particulars of directors to be registered under s. 288.

       10. 290. Particulars of secretaries to be registered under s. 288.

    2. Provisions governing appointment of directors

       1. 291. Share qualification of directors.

       2. 292. Appointment of directors to be voted on individually.

       3. 293. Age limit for directors.

       4. 294. Duty of director to disclose his age.

    3. Disqualification

       1. 295–299. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

       2. 300. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

       3. 301, 302. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    4. Removal of directors

       1. 303. Resolution to remove director.

       2. 304. Director’s right to protest removal.

    5. Other provisions about directors and officers

       1. 305. Directors’ names on company correspondence, etc.

       2. 306. Limited company may have directors with unlimited liability.

       3. 307. Special resolution making liability of directors unlimited.

       4. 308. Assignment of office by directors.

       5. 309. Directors to have regard to interests of employees.

       6. 309A. Provisions protecting directors from liability

       7. 309B. Qualifying third party indemnity provisions

       8. 309C. Disclosure of qualifying third party indemnity provisions

       9. 310. Provisions exempting officers and auditors from liability.

11. Part X Enforcement of Fair Dealing by Directors

    1. Restrictions on directors taking financial advantage

       1. 311. Prohibition on tax-free payments to directors.

       2. 312. Payment to director for loss of office etc.

       3. 313. Company approval for property transfer.

       4. 314. Director’s duty of disclosure on takeover, etc.

       5. 315. Consequences of non-compliance with s. 314.

       6. 316. Provisions supplementing ss. 312 to 315.

       7. 317. Directors to disclose interest in contracts.

       8. 318. Directors’ service contracts to be open to inspection.

       9. 319. Director’s contract of employment for more than 5 years.

       10. 320. Substantial property transactions involving directors, etc.

       11. 321. Exceptions from s. 320.

       12. 322. Liabilities arising from contravention of s. 320.

       13. 322A. Invalidity of certain transactions involving directors, etc.

       14. 322B. Contracts with sole members who are directors

    2. Share dealings by directors and their families

       1. 323. Prohibition on directors dealing in share options.

       2. 324. Duty of director to disclose shareholdings in own company.

       3. 325. Register of directors’ interests notified under s. 324.

       4. 326. Sanctions for non-compliance.

       5. 327. Extension of s. 323 to spouses and children.

       6. 328. Extension of s. 324 to spouses and children.

       7. 329. Duty to notify stock exchange of matters notified under preceding sections.

    3. Restrictions on a company’s power to make loans, etc., to directors and persons connected with them

       1. 330. General restriction on loans etc. to directors and persons connected with them.

       2. 331. Definitions for ss. 330 ff.

       3. 332. Short-term quasi-loans.

       4. 333. Inter-company loans in same group.

       5. 334. Loans of small amounts.

       6. 335. Minor and business transactions.

       7. 336. Transactions at behest of holding company.

       8. 337. Funding of director’s expenditure on duty to company.

       9. 337A. Funding of director’s expenditure on defending proceedings

       10. 338. Loan or quasi-loan by money-lending company.

       11. 339. “Relevant amounts” for purposes of ss. 334 ff.

       12. 340. “Value” of transactions and arrangements.

       13. 341. Civil remedies for breach of s. 330.

       14. 342. Criminal penalties for breach of s. 330.

       15. 343. Record of transactions not disclosed in company accounts.

       16. 344. Exceptions from s. 343.

    4. Supplementary

       1. 345. Power to increase financial limits.

       2. 346. “Connected persons”, etc.

       3. 347. Transactions under foreign law.

12. Part XA Control of political donations

    1. 347A. Introductory provisions.

    2. 347B. Exemptions.

    3. 347C. Prohibition on donations and political expenditure by companies.

    4. 347D. Special rules for subsidiaries.

    5. 347E. Special rule for parent company of non-GB subsidiary undertaking.

    6. 347F. Remedies for breach of prohibitions on company donations etc.

    7. 347G. Remedy for unauthorised donation or expenditure by non-GB subsidiary.

    8. 347H. Exemption of directors from liability in respect of unauthorised donation or expenditure.

    9. 347I. Enforcement of directors’ liabilities by shareholder action.

    10. 347J. Costs of shareholder action.

    11. 347K. Information for purposes of shareholder action.

13. Part XI Company administration and procedure

    1. Chapter I Company Identification

       1. 348. Company name to appear outside place of business.

       2. 349. Company’s name to appear in its correspondence, etc.

       3. 350. Company seal.

       4. 351. Particulars in correspondence, etc.

    2. Chapter II Register of Members

       1. 352. Obligation to keep and enter up register.

       2. 352A. Statement that company has only one member

       3. 353. Location of register.

       4. 354. Index of members.

       5. 355. Entries in register in relation to share warrants.

       6. 356. Inspection of register and index.

       7. 357. Non-compliance with ss. 353, 354, 356; agent’s default.

       8. 358. Power to close register.

       9. 359. Power of court to rectify register.

       10. 360. Trusts not to be entered on register in England and Wales.

       11. 361. Register to be evidence.

       12. 362. Overseas branch registers.

    3. Chapter III Annual Return

       1. 363. Duty to deliver annual returns.

       2. 364. Contents of annual return: general.

       3. 364A. Contents of annual return: particulars of share capital and shareholders.

       4. 364B. Contents of annual return: information about shareholders: non-traded companies

       5. 364C. Contents of annual return: information about shareholders: traded companies

       6. 364D. Contents of annual return: information about shareholders: supplementary

       7. 365. Supplementary provisions: regulations and interpretation.

    4. Chapter IV Meetings and Resolutions

       1. Meetings

          1. 366. Annual general meeting.

          2. 366A. Election by private company to dispense with annual general meetings.

          3. 367. Secretary of State’s power to call meeting in default.

          4. 368. Extraordinary general meeting on members’ requisition.

          5. 369. Length of notice for calling meetings.

          6. 370. General provisions as to meetings and votes.

          7. 370A. Quorum at meetings of the sole member

          8. 371. Power of court to order meeting.

          9. 372. Proxies.

          10. 373. Right to demand a poll.

          11. 374. Voting on a poll.

          12. 375. Representation of corporations at meetings.

       2. Resolutions

          1. 376. Circulation of members’ resolutions.

          2. 377. In certain cases, compliance with s. 376 not required.

          3. 378. Extraordinary and special resolutions.

          4. 379. Resolution requiring special notice.

          5. 379A. Elective resolution of private company.

          6. 380. Registration, etc. of resolutions and agreements.

          7. 381. Resolution passed at adjourned meeting.

       3. Written resolutions of private companies

          1. 381A. Written resolutions of private companies.

          2. 381B. Duty to notify auditors of proposed written resolution

          3. 381C. Written resolutions: supplementary provisions.

       4. Records of proceedings

          1. 382. Minutes of meetings.

          2. 382A. Recording of written resolutions.

          3. 382B. Recording of decisions by the sole member

          4. 383. Inspection of minute books.

       5. Appointment of auditors

          1. 384. Duty to appoint auditors.

          2. 385. Appointment at general meeting at which accounts laid.

          3. 385A. Appointment by private company which is not obliged to lay accounts.

          4. 386. Election by private company to dispense with annual appointment.

          5. 387. Appointment by Secretary of State in default of appointment by company.

          6. 388. Filling of casual vacancies.

          7. 388A. Certain companies exempt from obligation to appoint auditors

          8. 389. Qualification for appointment as auditor.

       6. Rights of auditors

          1. 389A. Rights to information.

          2. 389B. Offences relating to the provision of information to auditors

          3. 390. Right to attend company meetings, &c.

       7. Remuneration of auditors

          1. 390A. Remuneration of auditors.

          2. 390B. Remuneration of auditors or their associates for non-audit work.

       8. Removal, resignation, &c. of auditors

          1. 391. Removal of auditors.

          2. 391A. Rights of auditors who are removed or not re-appointed.

          3. 392. Resignation of auditors.

          4. 392A. Rights of resigning auditors.

          5. 393. Termination of appointment of auditors not appointed annually.

          6. 394. Statement by person ceasing to hold office as auditor.

          7. 394A. Offences of failing to comply with s. 394.

14. Part XII Registration of Charges

    1. Chapter I Registration of Charges (England and Wales)

       1. 395. Certain charges void if not registered.

       2. 396. Charges which have to be registered.

       3. 397. Formalities of registration (debentures).

       4. 398. Verification of charge on property outside United Kingdom.

       5. 399. Company’s duty to register charges it creates.

       6. 400. Charges existing on property acquired.

       7. 401. Register of charges to be kept by registrar of companies.

       8. 402. Endorsement of certificate on debentures.

       9. 403. Entries of satisfaction and release.

       10. 404. Rectification of register of charges.

       11. 405. Registration of enforcement of security.

       12. 406. Companies to keep copies of instruments creating charges.

       13. 407. Company’s register of charges.

       14. 408. Right to inspect instruments which create charges, etc.

       15. 409. Charges on property in England and Wales created by oversea company.

    2. Chapter II Registration of Charges (Scotland)

       1. 410. Charges void unless registered.

       2. 411. Charges on property outside United Kingdom.

       3. 412. Negotiable instrument to secure book debts.

       4. 413. Charges associated with debentures.

       5. 414. Charge by way of ex facie absolute disposition, etc.

       6. 415. Company’s duty to register charges created by it.

       7. 416. Duty to register charges existing on property acquired.

       8. 417. Register of charges to be kept by registrar of companies.

       9. 418. Certificate of registration to be issued.

       10. 419. Entries of satisfaction and relief.

       11. 420. Rectification of register.

       12. 421. Copies of instruments creating charges to be kept by company.

       13. 422. Company’s register of charges.

       14. 423. Right to inspect copies of instruments, and company’s register.

       15. 424. Extension of Chapter II.

15. Part XIII Arrangements and Reconstructions

    1. 425. Power of company to compromise with creditors and members.

    2. 426. Information as to compromise to be circulated.

    3. 427. Provisions for facilitating company reconstruction or amalgamation.

    4. 427A. Application of ss. 425–427 to mergers and divisions of public companies.

16. Part XIIIA Takeover Offers

    1. 428. Takeover offers.

    2. 429. Right of offeror to buy out minority shareholders.

    3. 430. Effect of notice under s. 429.

    4. 430A. Right of minority shareholder to be bought out by offeror.

    5. 430B. Effect of requirement under s. 430A.

    6. 430C. Applications to the court.

    7. 430D. Joint offers.

    8. 430E. Associates.

    9. 430F. Convertible securities.

17. Part XIV Investigation of Companies and Their Affairs; Requisition of Documents

    1. Appointment and functions of inspectors

       1. 431. Investigation of a company on its own application or that of its members.

       2. 432. Other company investigations.

       3. 433. Inspectors’ powers during investigation.

       4. 434. Production of documents and evidence to inspectors.

       5. 435. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

       6. 436. Obstruction of inspectors treated as contempt of court.

       7. 437. Inspectors’ reports.

       8. 438. Power to bring civil proceedings on company’s behalf.

       9. 439. Expenses of investigating a company’s affairs.

       10. 440. Power of Secretary of State to present winding-up petition.

       11. 441. Inspectors’ report to be evidence.

    2. Other powers of investigation available to the Secretary of State

       1. 442. Power to investigate company ownership.

       2. 443. Provisions applicable on investigation under s. 442.

       3. 444. Power to obtain information as to those interested in shares, etc.

       4. 445. Power to impose restrictions on shares and debentures.

       5. 446. Investigation of share dealings.

    3. Powers of Secretary of State to give directions to inspectors

       1. 446A. General powers to give directions

       2. 446B. Direction to terminate investigation

    4. Resignation, removal and replacement of inspectors

       1. 446C. Resignation and revocation of appointment

       2. 446D. Appointment of replacement inspectors

    5. Power to obtain information from former inspectors etc

       1. 446E. Obtaining information from former inspectors etc

    6. Requisition and seizure of books and papers

       1. 447. Power to require documents and information

       2. 447A. Information provided: evidence

       3. 448. Entry and search of premises.

       4. 448A. Protection in relation to certain disclosures: information provided to Secretary of State

       5. 449. Provision for security of information obtained.

       6. 450. Punishment for destroying, mutilating, etc. company documents.

       7. 451. Punishment for furnishing false information.

       8. 451A. Disclosure of information by Secretary of State or inspector.

       9. 452. Privileged information.

       10. 453. Investigation of oversea companies.

       11. 453A. Power to enter and remain on premises

       12. 453B. Power to enter and remain on premises: procedural

       13. 453C. Failure to comply with certain requirements

       14. 453D. Offences by bodies corporate

18. Part XV Orders Imposing Restrictions on Shares (Sections 210, 216, 445)

    1. 454. Consequence of order imposing restrictions.

    2. 455. Punishment for attempted evasion of restrictions.

    3. 456. Relaxation and removal of restrictions.

    4. 457. Further provisions on sale by court order of restricted shares.

19. Part XVI Fraudulent Trading by a Company

    1. 458. Punishment for fraudulent trading.

20. Part XVII Protection of Company’s Members against Unfair Prejudice

    1. 459. Order on application of company member.

    2. 460. Order on application of Secretary of State.

    3. 461. Provisions as to petitions and orders under this Part.

21. Part XVIII Floating Charges and Receivers (Scotland)

    1. Chapter I Floating Charges

       1. 462. Power of incorporated company to create floating charge.

       2. 463. Effect of floating charge on winding up.

       3. 464. Ranking of floating charges.

       4. 465. Continued effect of certain charges validated by Act of 1972.

       5. 466. Alteration of floating charges.

    2. Chapter II Receivers

       1. 467–485. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    3. Chapter III General

       1. 486. Interpretation for Part XVIII generally.

       2. 487. Extent of Part XVIII.

22. Part XIX Receivers and Managers (England and Wales)

    1. 488–500. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23. Part XX Winding Up of Companies Registered Under this Act or the Former Companies Acts

    1. Chapters I–V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

       1. 501–650. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    2. Chapter VI Matters Arising Subsequent to Winding Up

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

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

       3. 652A. Registrar may strike private company off register on application.

       4. 652B. Duties in connection with making application under section 652A.

       5. 652C. Directors’ duties following application under section 652A.

       6. 652D. Sections 652B and 652C: supplementary provisions.

       7. 652E. Sections 652B and 652C: enforcement.

       8. 652F. Other offences connected with section 652A.

       9. 653. Objection to striking off by person aggrieved.

       10. 654. Property of dissolved company to be bona vacantia.

       11. 655. Effect on s. 654 of company’s revival after dissolution.

       12. 656. Crown disclaimer of property vesting as bona vacantia.

       13. 657. Effect of Crown disclaimer under s. 656.

       14. 658. Liability for rentcharge on company’s land after dissolution.

    3. Chapter VII Miscellaneous Provisions About Winding Up

       1. 659–662. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

       2. 663. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

       3. 664. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24. Part XXI

    1. 665–674. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25. Part XXII Bodies Corporate Subject, or Becoming Subject, to this Act (Otherwise than by Original Formation Under Part I)

    1. Chapter I Companies Formed or Registered under Former Companies Acts

       1. 675. Companies formed and registered under former Companies Acts.

       2. 676. Companies registered but not formed under former Companies Acts.

       3. 677. Companies re-registered with altered status under former Companies Acts.

       4. 678. Companies registered under Joint Stock Companies Acts.

       5. 679. Northern Ireland and Irish companies.

    2. Chapter II Companies not Formed under Companies Legislation, but Authorised to Register

       1. 680. Companies capable of being registered under this Chapter.

       2. 681. Procedural requirements for registration.

       3. 682. Change of name on registration.

       4. 683. Definition of “joint stock company”.

       5. 684. Requirements for registration by joint stock companies.

       6. 685. Registration of joint stock company as public company.

       7. 686. Other requirements for registration.

       8. 687. Name of company registering.

       9. 688. Certificate of registration under this Chapter.

       10. 689. Effect of registration.

       11. 690. Power to substitute memorandum and articles for deed of settlement.

26. Part XXIII Oversea Companies

    1. Chapter I Registration, Etc.

       1. 690A. Branch registration under the Eleventh Company Law Directive (89/666/EEC).

       2. 690B. Scope of sections 691 and 692.

       3. 691. Documents to be delivered to registrar.

       4. 692. Registration of altered particulars.

       5. 692A. Change in registration regime.

       6. 693. Obligation to state name and other particulars.

       7. 694. Regulation of oversea companies in respect of their names.

       8. 694A. Service of documents: companies to which section 690A applies.

       9. 695. Service of documents on oversea company.

       10. 695A. Registrar to whom documents to be delivered: companies to which section 690A applies.

       11. 696. Office where documents to be filed.

       12. 697. Penalties for non-compliance.

       13. 698. Definitions . . ..

       14. 699. Channel Islands and Isle of Man companies.

    2. Chapter II Delivery of Accounts and Reports

       1. 699A. Credit and financial institutions to which the Bank Branches Directive (89/117/EEC) applies.

       2. 699AA. Companies to which the Eleventh Company Law Directive applies.

       3. 699B. Scope of sections 700 to 703.

       4. 700. Preparation of accounts and reports by oversea companies.

       5. 701. Oversea company’s financial year and accounting reference periods.

       6. 702. Delivery to registrar of accounts and reports of oversea company.

       7. 703. Penalty for non-compliance.

    3. Chapter III Registration of Charges

       1. 703A. Introductory provisions.

       2. 703B. Charges requiring registration.

       3. 703C. The register.

       4. 703D. Company’s duty to deliver particulars of charges for registration.

       5. 703E. Registrar to whom particulars, &c. to be delivered.

       6. 703F. Effect of failure to deliver particulars, late delivery and effect of errors and omissions.

       7. 703G. Delivery of further particulars or memorandum.

       8. 703H. Further provisions with respect to voidness of charges.

       9. 703I. Additional information to be registered.

       10. 703J. Copies of instruments and register to be kept by company.

       11. 703K. Power to make further provision by regulations.

       12. 703L. Provisions as to situation of property.

       13. 703M. Other supplementary provisions.

       14. 703N. Index of defined expressions.

    4. CHAPTER IV WINDING UP ETC.

       1. 703O. Scope of Chapter.

       2. 703P. Particulars to be delivered to the registrar: winding up.

       3. 703Q. Particulars to be delivered to the registrar: insolvency proceedings etc.

       4. 703R. Penalty for non-compliance

27. Part XXIV The Registrar of Companies, His Functions and Offices

    1. 704. Registration offices.

    2. 705. Companies’ registered numbers.

    3. 705A. Registration of branches of oversea companies.

    4. 706. Delivery to the registrar of documents in legible form.

    5. 707. Delivery to the registrar of documents otherwise than in legible form.

    6. 707A. The keeping of company records by the registrar.

    7. 707B. Delivery to the registrar using electronic communications

    8. 708. Fees payable to registrar.

    9. 709. Inspection, &c. of records kept by the registrar.

    10. 710. Certificate of incorporation.

    11. 710A. Provision and authentication by registrar of documents in non-legible form.

    12. 710B. Documents relating to Welsh companies.

    13. 711. Public notice by registrar of receipt and issue of certain documents.

    14. 711A. Exclusion of deemed notice.

    15. 712. Removal of documents to Public Record Office.

    16. 713. Enforcement of company’s duty to make returns.

    17. 714. Registrar’s index of company and corporate names.

    18. 715. Destruction of old records.

    19. 715A. Interpretation.

28. Part XXV Miscellaneous and Supplementary Provisions

    1. 716. Prohibition of partnerships with more than 20 members.

    2. 717. Limited partnerships: limit on number of members.

    3. 718. Unregistered companies.

    4. 719. Power of company to provide for employees on cessation or transfer of business.

    5. 720. Certain companies to publish periodical statement.

    6. 721. Production and inspection of books where offence suspected.

    7. 722. Form of company registers, etc.

    8. 723. Use of computers for company records.

    9. 723A. Obligations of company as to inspection of registers, &c.

    10. 723B. Confidentiality orders

    11. 723C. Effect of confidentiality orders

    12. 723D. Construction of sections 723B and 723C

    13. 723E. Sections 723B and 723C: offences

    14. 723F. Regulations under sections 723B to 723E

    15. 724. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    16. 725. Service of documents.

    17. 726. Costs and expenses in actions by certain limited companies.

    18. 727. Power of court to grant relief in certain cases.

    19. 728. Enforcement of High Court orders.

    20. 729. Annual report by Secretary of State.

    21. 730. Punishment of offences.

    22. 730A. Meaning of “officer in default”

    23. 731. Summary proceedings.

    24. 732. Prosecution by public authorities.

    25. 733. Offences by bodies corporate.

    26. 734. Criminal proceedings against unincorporated bodies.

29. Part XXVI Interpretation

    1. 735. “Company”, etc.

    2. 735A. Relationship of this Act to Insolvency Act.

    3. 735B. Relationship of this Act to Parts IV and V of the Financial Services Act 1986.

    4. 736. “Subsidiary”, “holding company” and “wholly-owned subsidiary”.

    5. 736A. Provisions supplementing s. 736.

    6. 736B. Power to amend ss. 736 and 736A.

    7. 737. “Called-up share capital”.

    8. 738. “Allotment” and “paid up”.

    9. 739. “Non-cash asset”.

    10. 740. “Body corporate” and “corporation”.

    11. 741. “Director” and “shadow director”.

    12. 742. Expressions used in connection with accounts.

    13. 742A. Meaning of “offer to the public”

    14. 742B. Meaning of “banking company”

    15. 742C. Meaning of “insurance company” and “authorised insurance company”

    16. 743. “Employees’ share scheme”.

    17. 743A. Meaning of “office copy” in Scotland.

    18. 744. Expressions used generally in this Act.

    19. 744A. Index of defined expressions.

30. Part XXVII Final Provisions

    1. 745. Northern Ireland.

    2. 746. Commencement.

    3. 747. Citation.

31. SCHEDULES

    1. SCHEDULE 1

       Particulars of Directors etc. to be Contained in Statement Under Section 10

       1. Directors

          1. 1. —Subject as provided below, the statement under section 10(2) shall...

          2. 2. (1) It is not necessary for the statement to contain...

       2. Secretaries

          1. 3. (1) The statement shall contain the following particulars with respect...

       3. Interpretation

          1. 4. In paragraphs 1(a) and 3(1)(a) above— (a) “ name ”...

          2. 5. Where a confidentiality order made under section 723B is in...

    2. SCHEDULE 2

       Interpretation of References to “Beneficial Interest”

       1. Part I References in Sections 23, 145, 146 and 148

          1. Residual interests under pension and employees’ share schemes

             1. 1. (1) Where shares in a company are held on trust...

             2. 2. (1) The following has effect as regards the operation of...

          2. Employer’s charges and other rights of recovery

             1. 3. (1) Where shares in a company are held on trust,...

          3. Trustee’s right to expenses, remuneration, indemnity, etc.

             1. 4. (1) Where a company is a trustee . . ....

          4. Supplementary

             1. 5. (1) The following applies for the interpretation of this Part...

       2. Part II References in Schedule 5

          1. Resididual interests under pension and employees’ share schemes

             1. 6. (1) Where shares in an undertaking are held on trust...

          2. Employer’s charges and other rights of recovery

             1. 7. (1) Where shares in an undertaking are held on trust,...

          3. Trustee’s right to expenses, remuneration, indemnity, &c.

             1. 8. Where an undertaking is a trustee, there shall be disregarded...

          4. Supplementary

             1. 9. (1) The following applies for the interpretation of this Part...

    3. SCHEDULE 3

       Mandatory Contents of Prospectus

       1. Part I Matters to be Stated

          1. The company’s proprietorship, management and its capital requirement

             1. 1. (1) The prospectus must state— (a) the number of founders...

             2. 2. Where shares are offered to the public for subscription, the...

          2. Details relating to the offer

             1. 3. (1) The prospectus must state— (a) the time of the...

             2. 4. (1) There must be stated the number, description and amount...

             3. 5. The prospectus must state the number and amount of shares...

          3. Property acquired or to be acquired by the company

             1. 6. (1) For purposes of the following two paragraphs, “ relevant...

             2. 7. As respects any relevant property, the prospectus must state—

             3. 8. There must be stated the amount (if any) paid or...

             4. 9. (1) The following applies for the interpretation of paragraphs 6,...

          4. Commissions, preliminary expenses, etc.

             1. 10. (1) The prospectus must state— (a) the amount (if any)...

          5. Contracts

             1. 11. (1) The prospectus must give the dates of, parties to...

          6. Auditors

             1. 12. The prospectus must state the names and addresses of the...

          7. Interests of directors

             1. 13. (1) The prospectus must give full particulars of—

          8. Other matters

             1. 14. If the prospectus invites the public to subscribe for shares...

             2. 15. In the case of a company which has been carrying...

       2. Part II Auditors’ and accountants’ reports to be set out in prospectus

          1. Auditors’ report

             1. 16. (1) The prospectus shall set out a report by the...

          2. Accountants’ reports

             1. 17. If the proceeds of the issue of the shares or...

             2. 18. (1) The following provisions apply if— (a) the proceeds of...

          3. Provisions interpreting preceding paragraphs, and modifying them in certain cases

             1. 19. If in the case of a company which has been...

             2. 20. The expression “financial year” in this Part means the year...

             3. 21. Any report required by this Part shall either indicate by...

             4. 22. (1) A report required by paragraph 17 or 18 shall...

    4. SCHEDULE 4

       Form and Content of Company Accounts

       1. Part I General Rules and Formats

          1. Section A General Rules

             1. 1. (1) Subject to the following provisions of this Schedule—

             2. 2. (1) Where in accordance with paragraph 1 a company’s balance...

             3. 3. (1) Any item required in accordance with paragraph 1 to...

             4. 4. (1) In respect of every item shown in a company’s...

             5. 5. Amounts in respect of items representing assets or income may...

             6. 5A. The directors of a company must, in determining how amounts...

          2. Section B The Required Formats for Accounts

             1. Preliminary

                1. 6. References in this Part of this Schedule to the items...

                2. 7. A number in brackets following any item in any of...

                3. 8. In the notes following the formats— (a) the heading of...

             2. Balance Sheet Formats

             3. Balance Sheet Formats

             4. Profit and loss account formats

             5. Profit and loss account formats

             6. Profit and loss account formats

             7. Profit and loss account formats

       2. Part II Accounting Principles and Rules

          1. Section A Accounting Principles

             1. Preliminary

                1. 9. Subject to paragraph 15 below, the amounts to be included...

             2. Accounting principles

                1. 10. The company shall be presumed to be carrying on business...

                2. 11. Accounting policies shall be applied consistently within the same accounts...

                3. 12. The amount of any item shall be determined on a...

                4. 13. All income and charges relating to the financial year to...

                5. 14. In determining the aggregate amount of any item the amount...

             3. Departure from the accounting principles

                1. 15. If it appears to the directors of a company that...

          2. Section B Historical Cost Accounting Rules

             1. Preliminary

                1. 16. Subject to sections C and D of this Part of...

             2. Fixed assets

                1. 17. Subject to any provision for depreciation or diminution in value...

                2. 18. In the case of any fixed asset which has a...

                3. 19. (1) Where a fixed asset investment of a description falling...

             3. Rules for determining particular fixed asset items

                1. 20. (1) Notwithstanding that an item in respect of “development costs”...

                2. 21. (1) The application of paragraphs 17 to 19 in relation...

             4. Current assets

                1. 22. Subject to paragraph 23, the amount to be included in...

                2. 23. (1) If the net realisable value of any current asset...

             5. Miscellaneous and supplementary provisions

                1. 24. (1) Where the amount repayable on any debt owed by...

                2. 25. (1) Subject to the following sub-paragraph, assets which fall to...

                3. 26. (1) The purchase price of an asset shall be determined...

                4. 27. (1) Subject to the qualification mentioned below, the purchase price...

                5. 28. Where there is no record of the purchase price or...

          3. Section C Alternative Accounting Rules

             1. Preliminary

                1. 29. (1) The rules set out in section B are referred...

                2. 30. Subject to paragraphs 32 to 34, the amounts to be...

             2. Alternative accounting rules

                1. 31. (1) Intangible fixed assets, other than goodwill, may be included...

             3. Application of the depreciation rules

                1. 32. (1) Where the value of any asset of a company...

             4. Additional information to be provided in case of departure from historical cost accounting rules

                1. 33. (1) This paragraph applies where the amounts to be included...

             5. Revaluation reserve

                1. 34. (1) With respect to any determination of the value of...

          4. SECTION D FAIR VALUE ACCOUNTING

             1. Inclusion of financial instruments at fair value

                1. 34A. (1) Subject to sub-paragraphs (2) to (4), financial instruments (including...

             2. Determination of fair value

                1. 34B. (1) The fair value of a financial instrument is determined...

             3. Inclusion of hedged items at fair value

                1. 34C. A company may include any assets and liabilities that qualify...

             4. Other assets that may be included at fair value

                1. 34D. (1) This paragraph applies to– (a) investment property, and

             5. Accounting for changes in value

                1. 34E. (1) This paragraph applies where a financial instrument is valued...

             6. The fair value reserve

                1. 34F. (1) The fair value reserve must be adjusted to the...

       3. Part III Notes to the Accounts

          1. 35. Any information required in the case of any company by...

          2. 35A. Reserves and dividends

          3. 36. The accounting policies adopted by the company in determining the...

          4. 36A. It shall be stated whether the accounts have been prepared...

          5. 37. Paragraphs 38 to 51 require information which either supplements the...

          6. 38. (1) The following information shall be given with respect to...

          7. 39. If the company has allotted any shares during the financial...

          8. 40. (1) With respect to any contingent right to the allotment...

          9. 41. (1) If the company has issued any debentures during the...

          10. 42. (1) In respect of each item which is or would...

          11. 43. Where any fixed assets of the company (other than listed...

          12. 44. In relation to any amount which is or would but...

          13. 45. (1) In respect of the amount of each item which...

          14. 45A. Information about fair value of assets and liabilities

          15. 45B. Where the company has derivatives that it has not included...

          16. 45C. (1) Sub-paragraph (2) applies if– (a) the company has financial...

          17. 45D. Information where investment property and living animals and plants included at fair value

          18. 46. (1) Where any amount is transferred— (a) to or from...

          19. 47. The amount of any provision for deferred taxation shall be...

          20. 48. (1) In respect of each item shown under “creditors” in...

          21. 49. If any fixed cumulative dividends on the company’s shares are...

          22. 50. (1) Particulars shall be given of any charge on the...

          23. 51. (1) Particulars shall be given of any case where the...

          24. 52. Paragraphs 53 to 57 require information which either supplements the...

          25. 53. (1) Subject to the following provisions of this paragraph, each...

          26. 54. (1) The basis on which the charge for United Kingdom...

          27. 55. (1) If in the course of the financial year the...

          28. 56. (1) The following information shall be given with respect to...

          29. 57. (1) Where any amount relating to any preceding financial year...

          30. 58. (1) Where sums originally denominated in foreign currencies have been...

          31. 58A. Dormant companies acting as agents

       4. Part IV Special Provisions Where Company is a Parent Company or Subsidiary Undertaking

          1. Dealings with or interests in group undertakings

             1. 59. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

          2. Guarantees and other financial commitments in favour of group undertakings

             1. 59A. Commitments within any of sub-paragraphs (1) to (5) of paragraph...

             2. 60—70. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

       5. Part V Special Provisions where the Company is an Investment Company

          1. 71. (1) Paragraph 34 does not apply to the amount of...

          2. 72. (1) Any distribution made by an investment company which reduces...

          3. 73. A company shall be treated as an investment company for...

          4. 74. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

       6. Part VI

          1. 75. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

       7. Part VII Interpretation of Schedule

          1. 76. The following paragraphs apply for the purposes of this Schedule...

          2. 76A. Financial instruments

          3. 76B. (1) The expressions listed in sub-paragraph (2) have the same...

          4. 77—81. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

          5. Historical cost accounting rules

             1. 82. References to the historical cost accounting rules shall be read...

             2. 82A. Investment property

          6. Leases

             1. 83. (1) “Long lease” means a lease in the case of...

          7. Listed investments

             1. 84. (1) “Listed investment” means an investment as respects which there...

          8. Loans

             1. 85. A loan is treated as falling due for repayment, and...

          9. Materiality

             1. 86. Amounts which in the particular context of any provision of...

             2. 87. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

          10. Provisions

              1. 88. (1) References to provisions for depreciation or diminution in value...

              2. 89. References to provisions for liabilities are to any amount retained...

              3. 90—92. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

              4. 93. Scots land tenure

          11. Staff costs

              1. 94. (1) “Social security costs” means any contributions by the company...

              2. 95. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    5. Schedule 4A

       Form and Content of Group Accounts

       1. General rules

          1. 1. (1) Group accounts shall comply so far as practicable with...

          2. 2. (1) The consolidated balance sheet and profit and loss account...

          3. 3. (1) Where assets and liabilities to be included in the...

          4. 4. Any differences of accounting rules as between a parent company’s...

          5. 5. Amounts which in the particular context of any provision of...

       2. Elimination of group transactions

          1. 6. (1) Debts and claims between undertakings included in the consolidation,...

       3. Acquisition and merger accounting

          1. 7. (1) The following provisions apply where an undertaking becomes a...

          2. 8. An acquisition shall be accounted for by the acquisition method...

          3. 9. (1) The acquisition method of accounting is as follows.

          4. 10. (1) The conditions for accounting for an acquisition as a...

          5. 11. (1) The merger method of accounting is as follows.

          6. 12. (1) Where a group is acquired, paragraphs 9 to 11...

          7. 13. (1) The following information with respect to acquisitions taking place...

          8. 14. (1) There shall also be stated in a note to...

          9. 15. Where during the financial year there has been a disposal...

          10. 16. The information required by paragraph 13, 14 or 15 above...

       4. Minority interests

          1. 17. (1) The formats set out in Schedule 4 have effect...

       5. Interests in subsidiary undertakings excluded from consolidation

          1. 18. The interest of the group in subsidiary undertakings excluded from...

       6. Joint ventures

          1. 19. (1) Where an undertaking included in the consolidation manages another...

       7. Associated undertakings

          1. 20. (1) An “associated undertaking” means an undertaking in which an...

          2. 21. (1) The formats set out in Schedule 4 have effect...

          3. 22. (1) The interest of an undertaking in an associated undertaking,...

    6. SCHEDULE 5

       Disclosure of Information: Related Undertakings

       1. Part I Companies not Required to Prepare Group Accounts

          1. Subsidiary undertakings

             1. 1. (1) The following information shall be given where at the...

          2. Holdings in subsidiary undertakings

             1. 2. (1) There shall be stated in relation to shares of...

          3. Financial information about subsidiary undertakings

             1. 3. (1) There shall be disclosed with respect to each subsidiary...

          4. Financial years of subsidiary undertakings

             1. 4. Where— (a) disclosure is made under paragraph 3(1) with respect...

          5. Further information about subsidiary undertakings

             1. 5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

          6. Shares and debentures of company held by subsidiary undertakings

             1. 6. (1) The number, description and amount of the shares in...

          7. Significant holdings in undertakings other than subsidiary undertakings

             1. 7. (1) The information required by paragraphs 8 and 9 shall...

             2. 8. (1) The name of the undertaking shall be stated.

             3. 9. (1) . . . there shall also be stated—

             4. 9A. Membership of certain undertakings

          8. Arrangements attracting merger relief

             1. 10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

          9. Parent undertaking drawing up accounts for larger group

             1. 11. (1) Where the company is a subsidiary undertaking, the following...

          10. Identification of ultimate parent company

              1. 12. (1) Where the company is a subsidiary undertaking, the following...

          11. Constructions of references to shares held by company

              1. 13. (1) References in this Part of this Schedule to shares...

       2. Part II Companies Required to Prepare Group Accounts

          1. Introductory

             1. 14. In this Part of this Schedule “the group” means the...

          2. Subsidiary undertakings

             1. 15. (1) The following information shall be given with respect to...

          3. Holdings in subsidiary undertakings

             1. 16. (1) The following information shall be given with respect to...

          4. Financial information about subsidiary undertakings not included in the consolidation

             1. 17. (1) There shall be shown with respect to each subsidiary...

          5. Further information about subsidiary undertakings excluded from consolidation

             1. 18. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

          6. Financial years of subsidiary undertakings

             1. 19. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

          7. Shares and debentures of company held by subsidiary undertakings

             1. 20. (1) The number, description and amount of the shares in...

          8. Joint ventures

             1. 21. (1) The following information shall be given where an undertaking...

          9. Associated undertakings

             1. 22. (1) The following information shall be given where an undertaking...

          10. Other significant holdings of parent company or group

              1. 23. (1) The information required by paragraphs 24 and 25 shall...

              2. 24. (1) The name of the undertaking shall be stated.

              3. 25. (1) . . . there shall also be stated—

              4. 26. (1) The information required by paragraphs 27 and 28 shall...

              5. 27. (1) The name of the undertaking shall be stated.

              6. 28. (1) . . .there shall also be stated—

              7. 28A. Parent company’s or group’s membership of certain undertakings

          11. Arrangements attracting merger relief

              1. 29. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

          12. Parent undertaking drawing up accounts for larger group

              1. 30. (1) Where the parent company is itself a subsidiary undertaking,...

          13. Identification of ultimate parent company

              1. 31. (1) Where the parent company is itself a subsidiary undertaking,...

          14. Construction of references to shares held by parent company or group

              1. 32. (1) References in this Part of this Schedule to shares...

    7. SCHEDULE 6

       Disclosure of information: emoluments and other benefits of directors and others

       1. Part I Chairman’s and Directors’ Emoluments, Pensions and Compensation for Loss of Office

          1. CHAPTER 1 PROVISIONS APPLYING TO QUOTED AND UNQUOTED COMPANIES

             1. Aggregate amount of directors’ emoluments etc.

                1. 1. Aggregate amount of directors’ emoluments etc.

          2. CHAPTER 2 PROVISIONS APPLYING ONLY TO UNQUOTED COMPANIES

             1. Details of highest paid director’s emoluments etc.

                1. 2. (1) Where the aggregates shown under paragraph 1(1)(a), (b) and...

             2. Pensions of directors and past directors

                1. 7. Excess retirement benefits of directors and past directors

             3. Compensation to directors for loss of office

                1. 8. (1) There shall be shown the aggregate amount of any...

             4. Sums paid to third parties in respect of directors’ services

                1. 9. (1) There shall be shown the aggregate amount of any...

             5. Supplementary

                1. 10. (1) The following applies with respect to the amounts to...

                2. 11. (1) The amounts to be shown for any financial year...

                3. 12. Where it is necessary to do so for the purpose...

             6. Interpretation

                1. 13. (1) The following applies for the interpretation of this Part...

             7. Supplementary

                1. 14. This Part of this Schedule requires information to be given...

       2. Part II Loans, Quasi-loans and Other Dealings in Favour of Directors

          1. 15. The group accounts of a holding company, or if it...

          2. 16. The accounts prepared by a company other than a holding...

          3. 17. (1) For purposes of paragraphs 15(c) and 16(c), a transaction...

          4. 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

          5. 18. Paragraphs 15 and 16 do not apply in relation to...

          6. 19. Paragraphs 15 and 16 apply whether or not—

          7. 20. Neither paragraph 15(c) nor paragraph 16(c) applies in relation to...

          8. 21. Neither paragraph 15(c) nor paragraph 16(c) applies in relation to...

          9. The particulars required by this Part

             1. 22. (1) Subject to the next paragraph, the particulars required by...

             2. 23. In paragraph 22(2) above, sub-paragraphs (c) to (f) do not...

          10. Excluded transactions

              1. 24. (1) In relation to a company’s accounts for a financial...

              2. 25. In relation to a company’s accounts for a financial year,...

              3. 26. Section 345 of this Act (power of Secretary of State...

          11. Interpretation

              1. 27. (1) The following provisions of this Act apply for purposes...

       3. Part III Other Transactions, Arrangements and Agreements

          1. 28. This Part of this Schedule applies in relation to the...

          2. 29. (1) To comply with this Part of this Schedule, the...

          3. 30. The following provisions of this Act apply for purposes of...

          4. 18—21. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    8. SCHEDULE 7

       Matters to be Dealt With in Directors’ Report

       1. Part I Matters of a General Nature

          1. Asset values

             1. 1. (1) If significant changes in the fixed assets of the...

             2. 2. (1) The information required by paragraphs 2A and 2B shall...

             3. 2A. (1) It shall be stated with respect to each director...

             4. 2B. (1) It shall be stated with respect to each director...

          2. Political donations and expenditure

             1. 3. (1) If— (a) the company (not being the wholly-owned subsidiary...

             2. 4. (1) If the company (not being the wholly-owned subsidiary of...

          3. Charitable donations

             1. 5. (1) If— (a) the company (not being the wholly-owned subsidiary...

             2. 5A. Financial instruments

          4. Insurance effected for officers or auditors

             1. 5A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

          5. Miscellaneous

             1. 6. The directors’ report shall contain— (a) particulars of any important...

       2. Part II Disclosure Required by Company Acquiring its Own Shares, etc.

          1. 7. This Part of this Schedule applies where shares in a...

          2. 8. The directors’ report with respect to a financial year shall...

       3. Part III Disclosure Concerning Employment, etc, of Disabled Persons

          1. 9. (1) This Part of this Schedule applies to the directors’...

       4. Part IV

          1. 10. (1) In the case of companies of such classes as...

       5. Part V Employee Involvement

          1. 11. (1) This Part of this Schedule applies to the directors’...

       6. PART VI

          1. 12. Policy and practice on payment of creditors

       7. Part 7 Disclosure required by certain publicly-traded companies

          1. 13. (1) This Part of this Schedule applies to the directors'...

    9. SCHEDULE 7ZA

       Operating and financial review

       1. Review objective

          1. 1. An operating and financial review must be a balanced and...

       2. Other general requirements

          1. 2. The review must include— (a) a statement of the business,...

       3. Details of particular matters

          1. 3. (1) To the extent necessary to comply with the general...

          2. 4. (1) The review must include— (a) information about environmental matters...

          3. 5. The review must also include — (a) information about persons...

          4. 6. (1) The review must include analysis using financial and, where...

       4. Reference to and explanation of company's accounts

          1. 7. To the extent necessary to comply with the general requirements...

       5. Compliance with standards

          1. 8. The review must— (a) state whether it has been prepared...

       6. Application of Schedule to group operating and financial review

          1. 9. In relation to a group operating and financial review this...

    10. SCHEDULE 7A

        DIRECTORS' REMUNERATION REPORT

        1. PART 1 INTRODUCTORY

           1. 1. (1) In the directors’ remuneration report for a financial year...

        2. PART 2 INFORMATION NOT SUBJECT TO AUDIT

           1. 2. Consideration by the directors of matters relating to directors’ remuneration

           2. 3. Statement of company’s policy on directors’ remuneration

           3. 4. Performance Graph

           4. 5. Service contracts

        3. PART 3 INFORMATION SUBJECT TO AUDIT

           1. 6. Amount of each director’s emoluments and compensation in the relevant financial year

           2. 7. Share options

           3. 8. The information required by sub-paragraph (1) of paragraph 7 in...

           4. 9. (1) If, in the opinion of the directors of the...

           5. 10. Long term incentive schemes

           6. 11. (1) The information required by sub-paragraph (1) of paragraph 10...

           7. 12. Pensions

           8. 13. Excess retirement benefits of directors and past directors

           9. 14. Compensation for past directors

           10. 15. Sums paid to third parties in respect of a director’s services

        4. PART 4 INTERPRETATION AND SUPPLEMENTARY

           1. 16. (1) In this Schedule— “amount”, in relation to a gain...

           2. 17. (1) For the purposes of this Schedule emoluments paid or...

           3. 18. (1) The following applies with respect to the amounts to...

           4. 19. (1) The amounts to be shown for any financial year...

           5. 20. Where it is necessary to do so for the purpose...

           6. 21. This Schedule requires information to be given only so far...

    11. SCHEDULE 7B

        Specified persons, descriptions of disclosures etc. for the purposes of section 245G

        1. Part 1 Specified persons

           1. 1. The Secretary of State.

           2. 2. The Department of Enterprise, Trade and Investment for Northern Ireland....

           3. 3. The Treasury.

           4. 4. The Bank of England.

           5. 5. The Financial Services Authority.

           6. 6. The Commissioners of Inland Revenue.

        2. Part 2 Specified descriptions of disclosures

           1. 7. A disclosure for the purpose of assisting a body designated...

           2. 8. A disclosure with a view to the institution of, or...

           3. 9. A disclosure for the purpose of enabling or assisting the...

           4. 10. A disclosure for the purpose of enabling or assisting the...

           5. 11. A disclosure for the purpose of enabling or assisting the...

           6. 12. A disclosure for the purpose of enabling or assisting the...

           7. 13. A disclosure for the purpose of enabling or assisting the...

           8. 14. A disclosure in pursuance of any Community obligation.

        3. Part 3 Overseas regulatory bodies

           1. 15. A disclosure is made in accordance with this Part of...

           2. 16. A body is within this paragraph if it exercises functions...

           3. 17. In determining whether to disclose information to a body in...

    12. SCHEDULE 8

        FORM AND CONTENT OF ACCOUNTS PREPARED BY SMALL COMPANIES

        1. SECTION A INDIVIDUAL ACCOUNTS

        2. SECTION B GROUP ACCOUNTS

        3. SECTION C SUPPLEMENTARY PROVISIONS

        4. PART I GENERAL RULES AND FORMATS

           1. Section A General Rules

              1. 1. (1) Subject to the following provisions of this Schedule—

              2. 2. (1) Where in accordance with paragraph 1 a small company’s...

              3. 3. (1) Any item required in accordance with paragraph 1 to...

              4. 4. (1) In respect of every item shown in a small...

              5. 5. Amounts in respect of items representing assets or income may...

              6. 5A. The directors of a company must, in determining how amounts...

           2. Section B The Required Formats for Accounts

              1. Preliminary

                 1. 6. References in this Part of this Schedule to the items...

                 2. 7. A number in brackets following any item in any of...

                 3. 8. In the notes following the formats— (a) the heading of...

              2. Balance Sheet Formats

                 1. A. Called up share capital not paid(1)

                 2. B. Fixed assets (I) Intangible assets (1) Goodwill(2)

                 3. C. Current assets (I) Stocks (1) Stocks (2) Payments on account...

                 4. D. Prepayments and accrued income(6)

                 5. E. Creditors: amounts falling due within one year

                 6. F. Net current assets (liabilities)(8)

                 7. G. Total assets less current liabilities

                 8. H. Creditors: amounts falling due after more than one year

                 9. I. Provisions for liabilities

                 10. J. Accruals and deferred income(7)

                 11. K. Capital and reserves (I) Called up share capital(9)

              3. Balance Sheet Formats

                 1. A. ASSETS

                 2. B. Fixed assets (I) Intangible assets (1) Goodwill(2)

                 3. C. Current assets (I) Stocks (1) Stocks (2) Payments on account...

                 4. D. Prepayments and accrued income(6)

                 5. A. LIABILITIES

                 6. B. Provisions for liabilities

                 7. C. Creditors(10) (1) Bank loans and overdrafts (2) Trade creditors

                 8. D. Accruals and deferred income(7)

              4. Notes on the balance sheet formats

                 1. (1)Called up share capital not paid (Formats 1 and 2,...

              5. Profit and loss account formats

                 1. 1. Turnover 2. Cost of sales(11) 3. Gross profit or...

              6. Profit and loss account formats

                 1. 1. Turnover 2. Change in stocks of finished goods and...

              7. Profit and loss account formats

                 1. A. Charges

                 2. B. Income

              8. Profit and loss account formats

                 1. A. Charges

                 2. B. Income

              9. Notes on the profit and loss account formats

                 1. (11)Cost of sales: distribution costs: administrative expenses (Format 1, items...

        5. PART II ACCOUNTING PRINCIPLES AND RULES

           1. Section A Accounting Principles

              1. Preliminary

                 1. 9. Subject to paragraph 15 below, the amounts to be included...

              2. Accounting principles

                 1. 10. The company shall be presumed to be carrying on business...

                 2. 11. Accounting policies shall be applied consistently within the same accounts...

                 3. 12. The amount of any item shall be determined on a...

                 4. 13. All income and charges relating to the financial year to...

                 5. 14. In determining the aggregate amount of any item the amount...

              3. Departure from the accounting principles

                 1. 15. If it appears to the directors of a small company...

           2. Section B Historical Cost Accounting Rules

              1. Preliminary

                 1. 16. Subject to sections C and D of this Part of...

              2. Fixed assets

                 1. 17. Subject to any provision for depreciation or diminution in value...

                 2. 18. In the case of any fixed asset which has a...

                 3. 19. (1) Where a fixed asset investment of a description falling...

              3. Rules for determining particular fixed asset items

                 1. 20. (1) Notwithstanding that an item in respect of “development costs”...

                 2. 21. (1) The application of paragraphs 17 to 19 in relation...

              4. Current assets

                 1. 22. Subject to paragraph 23, the amount to be included in...

                 2. 23. (1) If the net realisable value of any current asset...

              5. Miscellaneous and supplementary provisions

                 1. Excess of money owed over value received as an asset...

                 2. 24. (1) Where the amount repayable on any debt owed by...

              6. Assets included at a fixed amount

                 1. 25. (1) Subject to the following sub-paragraph, assets which fall to...

              7. Determination of purchase price or production cost

                 1. 26. (1) The purchase price of an asset shall be determined...

                 2. 27. (1) Subject to the qualification mentioned below, the purchase price...

              8. Substitution of original stated amount where price or cost unknown

                 1. 28. Where there is no record of the purchase price or...

           3. Section C Alternative Accounting Rules

              1. Preliminary

                 1. 29. (1) The rules set out in section B are referred...

                 2. 30. Subject to paragraphs 32 to 34, the amounts to be...

              2. Alternative accounting rules

                 1. 31. (1) Intangible fixed assets, other than goodwill, may be included...

              3. Application of the depreciation rules

                 1. 32. (1) Where the value of any asset of a small...

              4. Additional information to be provided in case of departure from historical cost accounting rules

                 1. 33. (1) This paragraph applies where the amounts to be included...

              5. Revaluation reserve

                 1. 34. (1) With respect to any determination of the value of...

           4. SECTION D FAIR VALUE ACCOUNTING

              1. Inclusion of financial instruments at fair value

                 1. 34A. (1) Subject to sub-paragraphs (2) to (4), financial instruments (including...

              2. Determination of fair value

                 1. 34B. (1) The fair value of a financial instrument is determined...

              3. Inclusion of hedged items at fair value

                 1. 34C. A company may include any assets and liabilities that qualify...

              4. Other assets that may be included at fair value

                 1. 34D. (1) This paragraph applies to– (a) investment property, and

              5. Accounting for changes in value

                 1. 34E. (1) This paragraph applies where a financial instrument is valued...

              6. The fair value reserve

                 1. 34F. (1) The fair value reserve must be adjusted to the...

        6. PART III NOTES TO THE ACCOUNTS

           1. Preliminary

              1. 35. Any information required in the case of any small company...

              2. 35A. Reserves and dividends

           2. Disclosure of accounting policies

              1. 36. The accounting policies adopted by the company in determining the...

           3. Information supplementing the balance sheet

              1. 37. Paragraphs 38 to 47 require information which either supplements the...

           4. Share capital and debentures

              1. 38. (1) The following information shall be given with respect to...

              2. 39. If the company has allotted any shares during the financial...

           5. Fixed assets

              1. 40. (1) In respect of each item which is or would...

              2. 41. Where any fixed assets of the company (other than listed...

           6. Investments

              1. 42. (1) In respect of the amount of each item which...

              2. 42A. Information about fair value of assets and liabilities

              3. 42B. (1) Sub-paragraph (2) applies if– (a) the company has financial...

              4. 42C. Information where investment property and living animals and plants included at fair value

           7. Reserves and provisions

              1. 43. (1) Where any amount is transferred— (a) to or from...

           8. Details of indebtedness

              1. 44. (1) For the aggregate of all items shown under “creditors”...

              2. 45. If any fixed cumulative dividends on the company’s shares are...

           9. Guarantees and other financial commitments

              1. 46. (1) Particulars shall be given of any charge on the...

           10. Miscellaneous matters

               1. 47. Particulars shall be given of any case where the purchase...

           11. Information supplementing the profit and loss account

               1. 48. Paragraphs 49 and 50 require information which either supplements the...

           12. Particulars of turnover

               1. 49. (1) If the company has supplied geographical markets outside the...

           13. Miscellaneous matters

               1. 50. (1) Where any amount relating to any preceding financial year...

           14. General

               1. 51. (1) Where sums originally denominated in foreign currencies have been...

           15. Dormant companies acting as agents

               1. 51A. Where the directors of a company take advantage of the...

        7. PART IV INTERPRETATION OF SCHEDULE

           1. 52. The following paragraphs apply for the purposes of this Schedule...

           2. 52A. Financial instruments

           3. 52B. (1) The expressions listed in sub-paragraph (2) have the same...

           4. Historical cost accounting rules

              1. 53. References to the historical cost accounting rules shall be read...

              2. 53A. Investment property

           5. Listed investments

              1. 54. (1) “Listed investment” means an investment as respects which there...

           6. Loans

              1. 55. A loan is treated as falling due for repayment, and...

           7. Materiality

              1. 56. Amounts which in the particular context of any provision of...

           8. Provisions

              1. 57. (1) References to provisions for depreciation or diminution in value...

              2. 58. References to provisions for liabilities are to any amount retained...

           9. Staff costs

              1. 59. (1) “Social security costs” means any contributions by the company...

    13. SCHEDULE 8A

        FORM AND CONTENT OF ABBREVIATED ACCOUNTS OF SMALL COMPANIES DELIVERED TO REGISTRAR

        1. PART I BALANCE SHEET FORMATS

           1. 1. A small company may deliver to the registrar a copy...

           2. 2. The formats referred to in paragraph 1 are as follows—...

        2. Balance Sheet Formats

           1. A. Called up share capital not paid

           2. B. Fixed assets (I) Intangible assets (II) Tangible assets

           3. C. Current assets (I) Stocks (II) Debtors(1) (III) Investments

           4. D. Prepayments and accrued income

           5. E. Creditors: amounts falling due within one year

           6. F. Net current assets (liabilities)

           7. G. Total assets less current liabilities

           8. H. Creditors: amounts falling due after more than one year

           9. I. Provisions for liabilities

           10. J. Accruals and deferred income

           11. K. Capital and reserves (I) Called up share capital

        3. Balance Sheet Formats

           1. A. ASSETS

           2. B. Fixed assets (I) Intangible assets (II) Tangible assets

           3. C. Current assets (I) Stocks (II) Debtors(1) (III) Investments

           4. D. Prepayments and accrued income

           5. A. LIABILITIES

           6. B. Provisions for liabilities

           7. C. Creditors(2)

           8. D. Accruals and deferred income

        4. Notes on the balance sheet formats

           1. (1)Debtors (Formats 1 and 2, item C.II.) The aggregate amount...

        5. PART II NOTES TO THE ACCOUNTS

           1. Preliminary

              1. 3. Any information required in the case of any small company...

           2. Disclosure of accounting policies

              1. 4. The accounting policies adopted by the company in determining the...

           3. Information supplementing the balance sheet

              1. 5. (1) The following information shall be given with respect to...

              2. 6. If the company has allotted any shares during the financial...

           4. Fixed assets

              1. 7. (1) In respect of each item to which a letter...

              2. 7A. Financial fixed assets

           5. Details of indebtedness

              1. 8. (1) For the aggregate of all items shown under “creditors”...

              2. 9. General

              3. 9A. Dormant companies acting as agents

    14. SCHEDULE 9

        Special Provisions for Banking Companies and Groups

        1. 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

        2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

        3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

           1. Exceptions for certain companies

              1. 28A. Where a company is entitled to, and has availed itself...

        4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

        5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

        6. PART I INDIVIDUAL ACCOUNTS

           1. CHAPTER 1 GENERAL RULES AND FORMATS

              1. SECTION A GENERAL RULES

                 1. 1. (1) Subject to the following provisions of this Part of...

                 2. 2. (1) Where in accordance with paragraph 1 a company’s profit...

                 3. 3. (1) Any item required in accordance with paragraph 1 to...

                 4. 4. (1) In respect of every item shown in the balance...

                 5. 5. (1) Subject to the following provisions of this paragraph and...

                 6. 6. (1) Assets shall be shown under the relevant balance sheet...

                 7. 7. Assets acquired in the name of and on behalf of...

                 8. 8. Every profit and loss account of a company shall show...

                 9. 8A. The directors of a company must, in determining how amounts...

              2. SECTION B THE REQUIRED FORMATS FOR ACCOUNTS

                 1. Preliminary

                    1. 9. (1) References in this Part of this Schedule to the...

                    2. 10. A number in brackets following any item in any of...

                 2. Balance Sheet Format

                    1. ASSETS 1. Cash and balances at central [or post office]...

                    2. Total assets

                    3. LIABILITIES 1.Deposits by banks(11),(20) Repayable on demand With agreed maturity...

                    4. Total liabilities

                    5. MEMORANDUM ITEMS 1. Contingent liabilities(16) (1) Acceptances and endorsements (2)...

                    6. Notes on the balance sheet format and memorandum items

                 3. Special rules

                    1. 11. Subordinated assets

                    2. 12. Syndicated loans

                    3. 13. Sale and repurchase transactions

                    4. 14. Sale and option to resell transactions

                    5. 15. Managed funds

                 4. Profit and Loss Account Formats

                 5. FORMAT 1

                    1. Vertical layout

                 6. FORMAT 2

                    1. Horizontal layout

                 7. A. Charges

                    1. 1. Interest payable(2 ) 2.. Fees and commissions payable(4) 3....

                 8. B. Income

                    1. 1. Interest receivable(1) (1) Interest receivable and similar income arising from...

                 9. Notes on the profit and loss account formats

                    1. Interest receivable (Format 1, item 1; Format 2, item B1)...

           2. CHAPTER II ACCOUNTING PRINCIPLES AND RULES

              1. SECTION A ACCOUNTING PRINCIPLES

                 1. 1. 16. Subject to paragraph 22 below, the amounts to be included...

                 2. Accounting principles

                    1. 17. The company shall be presumed to be carrying on business...

                    2. 18. Accounting policies shall be applied consistently within the same accounts...

                    3. 19. The amount of any item shall be determined on a...

                    4. 20. All income and charges relating to the financial year to...

                    5. 21. In determining the aggregate amount of any item the amount...

                 3. Departure from the accounting principles

                    1. 22. If it appears to the directors of a company that...

              2. SECTION B VALUATION RULESHISTORICAL COST ACCOUNTING RULES

                 1. Preliminary

                    1. 23. Subject to paragraphs 39 to 44F of this Part of...

                 2. Fixed assets

                    1. 24. General rules

                    2. 25. In the case of any fixed asset which has a...

                    3. 26. (1) Where a fixed asset investment of a description falling...

                    4. 27. Development costs

                    5. 28. Goodwill

                    6. 29. Intangible and tangible fixed assets

                    7. 30. Other fixed assets

                    8. 31. Financial fixed assets

                 3. Current assets

                    1. 32. The amount to be included in respect of loans and...

                    2. 33. (1) If the net realisable value of any asset referred...

                    3. 34. (1) Subject to paragraph 33 above, the amount to be...

                 4. Miscellaneous and supplementary provisions

                    1. 35. Excess of money owed over value received as an asset item

                    2. 36. Determination of cost

                    3. 37. (1) Subject to the qualification mentioned below, the cost of...

                    4. 38. Substitution of original amount where price or cost unknown

              3. ALTERNATIVE ACCOUNTING RULES

                 1. Preliminary

                    1. 39. (1) The rules set out in paragraphs 24 to 38...

                    2. 40. Subject to paragraphs 42 to 44, the amounts to be...

                 2. Alternative accounting rules

                    1. 41. (1) Intangible fixed assets, other than goodwill, may be included...

                 3. Application of the depreciation rules

                    1. 42. (1) Where the value of any asset of a company...

                 4. Additional information to be provided in case of departure from historical cost accounting rules

                    1. 43. (1) This paragraph applies where the amounts to be included...

                 5. Revaluation reserve

                    1. 44. (1) With respect to any determination of the value of...

              4. FAIR VALUE ACCOUNTING

                 1. Inclusion of financial instruments at fair value

                    1. 44A. (1) Subject to sub-paragraphs (2) to (4), financial instruments (including...

                 2. Determination of fair value

                    1. 44B. (1) The fair value of a financial instrument is determined...

                 3. Inclusion of hedged items at fair value

                    1. 44C. A company may include any assets and liabilities that qualify...

                 4. Other assets that may be included at fair value

                    1. 44D. (1) This paragraph applies to– (a) investment property, and

                 5. Accounting for changes in value

                    1. 44E. (1) This paragraph applies where a financial instrument is valued...

                 6. The fair value reserve

                    1. 44F. (1) The fair value reserve must be adjusted to the...

              5. ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

                 1. 45. (1) Subject to the following sub-paragraphs, amounts to be included...

                 2. 46. (1) Subject to sub-paragraph (2), any difference between the amount...

           3. CHAPTER III NOTES TO THE ACCOUNTS

              1. Preliminary

                 1. 47. (1) Any information required in the case of a company...

              2. General

                 1. 48. Disclosure of accounting policies

                 2. 49. It shall be stated whether the accounts have been prepared...

                 3. 50. Sums denominated in foreign currencies

                 4. 50A. Reserves and dividends

              3. Information supplementing the balance sheet

                 1. 51. Share capital and debentures

                 2. 52. If the company has allotted any shares during the financial...

                 3. 53. (1) With respect to any contingent right to the allotment...

                 4. 54. (1) If the company has issued any debentures during the...

                 5. 55. Fixed assets

                 6. 56. Where any fixed assets of the company (other than listed...

                 7. 57. In relation to any amount which is included under Assets...

                 8. 58. There shall be disclosed separately the amount of:

                 9. 58A. Information about fair value of assets and liabilities

                 10. 58B. Where the company has derivatives that it has not included...

                 11. 58C. (1) Sub-paragraph (2) applies if– (a) the company has financial...

                 12. 58D. Information where investment property and living animals and plants included at fair value

                 13. 59. Reserves and provisions

                 14. 60. Provision for taxation

                 15. 61. Maturity analysis

                 16. 62. Debt and other fixed income securities

                 17. 63. Subordinated liabilities

                 18. 64. Fixed cumulative dividends

                 19. 65. Details of assets charged

                 20. 66. Guarantees and other financial commitments

                 21. 67. Memorandum items: Group undertakings

                 22. 68. Transferable securities

                 23. 69. Leasing transactions

                 24. 70. Assets and liabilities denominated in a currency other than sterling (or the currency in which the accounts are drawn up)

                 25. 71. Sundry assets and liabilities

                 26. 72. Unmatured forward transactions

                 27. 73. Miscellaneous matters

              4. Information supplementing the profit and loss account

                 1. 74. Separate statement of certain items of income and expenditure

                 2. 75. Particulars of tax

                 3. 76. Particulars of income

                 4. 77. Particulars of staff

                 5. 78. Management and agency services

                 6. 79. Subordinated liabilities

                 7. 80. Sundry income and charges

                 8. 81. Miscellaneous matters

           4. CHAPTER IV INTERPRETATION OF PART I

              1. 82. General

              2. 82A. Financial instruments

              3. 82B. (1) The expressions listed in sub-paragraph (2) have the same...

              4. 83. Loans

              5. 84. Materiality

              6. 85. Provisions

              7. 86. Scots land tenure

              8. 87. Staff costs

        7. PART II CONSOLIDATED ACCOUNTS

           1. 1. Undertakings to be included in consolidation

           2. 2. General application of provisions applicable to individual accounts

           3. 3. Minority interests and associated undertakings

           4. 4. Paragraphs 18 and 22(1) of Schedule 4A shall apply as...

           5. 5. Foreign currency translation

           6. 6. Any income and expenditure of undertakings included in the consolidation...

           7. 7. Information as to undertaking in which shares held as a result of financial assistance operation

        8. Part III

        9. PART III ADDITIONAL DISCLOSURE: RELATED UNDERTAKINGS

           1. 1. (1) Where accounts are prepared in accordance with the special...

        10. Part IV Additional Disclosure: Emoluments and Other Benefits of Directors and Others

            1. 1. The provisions of this Part of this Schedule have effect...

            2. Loans, quasi-loans and other dealings

               1. 2. Where a banking company, or a company which is the...

            3. Other transactions, arrangements and agreements

               1. 3. Where a banking company, or a company which is the...

    15. SCHEDULE 9A

        Form and Content of Accounts of Insurance Companies and Groups

        1. PART I Individual Accounts

           1. Chapter I General Rules and Formats

              1. Section A General Rules

                 1. 1. (1) Subject to the following provisions of this Part of...

                 2. 2. (1) Any item required in accordance with paragraph 1 above...

                 3. 3. (1) In respect of every item shown in the balance...

                 4. 4. Subject to the provisions of this Schedule, amounts in respect...

                 5. 5. Every profit and loss account of a company shall show...

                 6. 6. (1) The provisions of this Schedule which relate to long...

                 7. 6A. The directors of a company must, in determining how amounts...

              2. Section B The Required Formats for Accounts

                 1. Preliminary

                    1. 7. (1) References in this Part of this Schedule to the...

                    2. 8. A number in brackets following any item in either of...

                    3. 9. (1). (1) In the profit and loss account format set out...In the profit and loss account format set out below—...

                 2. Balance Sheet Format

                    1. ASSETS

                    2. LIABILITIES

                 3. Notes on the balance sheet format

                    1. Called up share capital not paid (Assets items A and...

                 4. Special rules for balance sheet format

                    1. 10. Additional items

                    2. 11. Managed funds

                    3. 12. Deferred acquisition costs

                 5. Profit and loss account format

                    1. I. Technical account General business (1) Earned premiums, net of reinsurance—...

                    2. II. Technical account Long term business (1) Earned premiums, net of...

                    3. III. Non-technical account (1) Balance on the general business technical account...

                 6. Notes on the profit and loss account format

                    1. Gross premiums written (General business technical account: item I.1.(a) Long...

           2. Chapter II Accounting Principles and Rules

              1. Section A Accounting Principles

                 1. Preliminary

                    1. 13. Subject to paragraph 19 below, the amounts to be included...

                 2. Accounting principles

                    1. 14. The company shall be presumed to be carrying on business...

                    2. 15. Accounting policies shall be applied consistently within the same accounts...

                    3. 16. The amount of any item shall be determined on a...

                    4. 17. All income and charges relating to the financial year to...

                    5. 18. In determining the aggregate amount of any item the amount...

                 3. Departure from accounting principles

                    1. 19. If it appears to the directors of a company that...

                    2. 19A. Valuation

              2. Section B Current Value Accounting Rules

                 1. Preliminary

                    1. 20. Subject to paragraphs 27 to 29 below—

                    2. 21. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

                 2. Valuation of assets: general

                    1. 22. (1) Subject to paragraph 24 below, investments falling to be...

                    2. 23. (1) Intangible assets other than goodwill may be shown at...

                 3. Alternative valuation of fixed-income securities

                    1. 24. (1) This paragraph applies to debt securities and other fixed-income...

                 4. Meaning of “current value”

                    1. 25. (1) Subject to sub-paragraph (5) below, in the case of...

                    2. 26. (1) In the case of land and buildings, current value...

                 5. Application of the depreciation rules

                    1. 27. (1) Where— (a) the value of any asset of a...

                 6. Additional information to be provided

                    1. 28. (1) This paragraph applies where the amounts to be included...

                 7. Revaluation reserve

                    1. 29. (1) Subject to sub-paragraph (7) below, with respect to any...

              3. SECTION BA

                 1. VALUATION AT FAIR VALUE

                    1. 29A. Inclusion of financial instruments at fair value

                    2. 29B. Determination of fair value

                    3. 29C. Inclusion of hedged items at fair value

                    4. 29D. Other assets that may be included at fair value

                    5. 29E. Accounting for changes in value

                    6. 29F. The fair value reserve

              4. Section C Historical Cost Accounting Rules

                 1. Preliminary

                    1. 30. Subject to paragraphs 20 to 29 above, the amounts to...

                 2. Valuation of assets

                    1. 31. General rules

                    2. 32. In the case of any asset included under Assets item...

                    3. 33. (1) This paragraph applies to any asset included under Assets...

                    4. 34. (1) This paragraph applies to assets included under Assets items...

                    5. 35. Development costs

                    6. 36. Goodwill

                 3. Miscellaneous and supplemental

                    1. 37. Excess of money owed over value received as an asset item

                    2. 38. Assets included at a fixed amount

                    3. 39. Determination of cost

                    4. 40. (1) Subject to the qualification mentioned below, the cost of...

                    5. 41. Substitution of original amount where price or cost unknown

              5. Section D Rules for Determining Provisions

                 1. 42. Preliminary

                 2. 43. Technical provisions

                 3. 44. Provision for unearned premiums

                 4. 45. Provision for unexpired risks

                 5. 46. Long term business provision

                 6. Provisions for claims outstanding

                    1. 47. General business

                    2. 48. (1) Explicit discounting or deductions to take account of investment...

                    3. 49. Long term business

                    4. 50. Equalisation reserves

                    5. 51. Accounting on a non-annual basis

                    6. 52. (1) The excess of the premiums written over the claims...

                    7. 53. (1) The figures shown in the technical account or in...

           3. Chapter iii Notes to the Accounts

              1. Preliminary

                 1. 54. (1) Any information required in the case of any company...

              2. General

                 1. 55. Disclosure of accounting policies

                 2. 56. It shall be stated whether the accounts have been prepared...

                 3. 57. Sums denominated in foreign currencies

                 4. 57A. Reserves and dividends

              3. Information supplementing the balance sheet

                 1. 58. Share capital and debentures

                 2. 59. If the company has allotted any shares during the financial...

                 3. 60. (1) With respect to any contingent right to the allotment...

                 4. 61. (1) If the company has issued any debentures during the...

                 5. 62. Assets

                 6. 63. Where any assets of the company (other than listed investments)...

                 7. 64. In relation to any amount which is included under Assets...

                 8. 65. Investments

                 9. 65A. Information about fair value of assets and liabilities

                 10. 65B. Where the company has derivatives that it has not included...

                 11. 65C. (1) Sub-paragraph (2) applies if– (a) the company has financial...

                 12. 65D. Information where investment property and living animals and plants included at fair value

                 13. 66. Reserves and provisions

                 14. 67. Provision for taxation

                 15. 68. Details of indebtedness

                 16. 69. If any fixed cumulative dividends on the company’s shares are...

                 17. 70. Guarantees and other financial commitments

                 18. 71. Dealings with or interests in group undertakings

                 19. 72. Miscellaneous matters

              4. Information supplementing the profit and loss account

                 1. 73. Separate statement of certain items of income and expenditure

                 2. 74. Particulars of tax

                 3. 75. Particulars of business

                 4. 76. (1) As regards long term business, the company shall disclose—...

                 5. 77. (1) Subject to sub-paragraph (2) below, there shall be disclosed...

                 6. 78. Commissions

                 7. 79. Particulars of staff

                 8. 80. Miscellaneous matters

           4. Chapter IV Interpretation of Part I

              1. 81. General

              2. 81A. Financial instruments

              3. 81B. (1) The expressions listed in sub-paragraph (2) have the same...

              4. 82. Loans

              5. 83. Materiality

              6. 84. Provisions

              7. 85. Scots land tenure

              8. 86. Staff costs

        2. Part II Consolidated Accounts

           1. Schedule 4A to apply Part I of this Schedule with modifications

              1. 1. (1) In its application to insurance groups, Schedule 4A shall...

           2. Modifications of Part I of this Schedule for purposes of paragraph 1

              1. 2. (1) For the purposes of paragraph 1 above, Part I...

    16. SCHEDULE 10

        1. Recent issues

           1. 1. (1) This paragraph applies where a company prepares individual accounts...

        2. Turnover and profitability

           1. 2. (1) This paragraph applies where a company prepares group accounts...

        3. Labour force and wages paid

           1. 3. (1) This paragraph applies where a company prepares individual or...

    17. SCHEDULE 10A

        Parent and Subsidiary Undertakings: Supplementary Provisions

        1. Introduction

           1. 1. The provisions of this Schedule explain expressions used in section...

        2. Voting rights in an undertaking

           1. 2. (1) In section 258(2)(a) and (d) and (3A)(a)the references to...

        3. Right to appoint or remove a majority of the directors

           1. 3. (1) In section 258(2)(b) the reference to the right to...

        4. Right to exercise dominant influence

           1. 4. (1) For the purposes of section 258(2)(c) an undertaking shall...

        5. Rights exercisable only in certain circumstances or temporarily incapable of exercise

           1. 5. (1) Rights which are exercisable only in certain circumstances shall...

        6. Rights held by one person on behalf of another

           1. 6. Rights held by a person in a fiduciary capacity shall...

           2. 7. (1) Rights held by a person as nominee for another...

        7. Rights attached to shares held by way of security

           1. 8. Rights attached to shares held by way of security shall...

        8. Rights attributed to parent undertaking

           1. 9. (1) Rights shall be treated as held by a parent...

        9. Disregard of certain rights

           1. 10. The voting rights in an undertaking shall be reduced by...

        10. Supplementary

            1. 11. References in any provision of paragraphs 6 to 10 to...

    18. SCHEDULE 11

        Modifications of Part VIII Where Company’s Accounts Prepared in Accordance with Special Provisions for Banking or Insurance Companies

        1. 1. Paragraphs 2 to 6 below apply where a company has...

        2. Modifications where accounts prepared in accordance with special provisions for banking companies

           1. 2. Section 264(2) shall apply as if the reference to paragraph...

           2. 3. Section 269 shall apply as if: (a) there were substituted...

           3. 4. Sections 270(2) and 275 shall apply as if the references...

           4. 5. Sections 272 and 273 shall apply as if in section...

           5. 6. Section 276 shall apply as if the references to paragraphs...

        3. Modifications where accounts prepared in accordance with special provisions for insurance companies

           1. 7. Section 264(2) shall apply as if for the words in...

           2. 8. Section 269 shall apply as if the reference to paragraph...

           3. 9. In the case of Companies Act accounts, sections 270(2) and...

           4. 10. Sections 272 and 273 shall apply as if the references...

           5. 11. Section 276 shall apply as if the references to paragraphs...

           6. 12. Sections 272 and 273 apply as if in section 272(3)—...

           7. 13. Section 275 applies as if— (a) for subsection (1) there...

    19. SCHEDULE 12

        . . .

    20. SCHEDULE 13

        Provisions Supplementing and Interpreting Sections 324 to 328

        1. Part I Rules for Interpretation of the Sections and also Section 346(4) and (5)

           1. 1. (1) A reference to an interest in shares or debentures...

           2. 2. Where property is held on trust and any interest in...

           3. 3. (1) A person is taken to have an interest in...

           4. 4. A person is taken to be interested in shares or...

           5. 5. Where a person is entitled to exercise or control the...

           6. 6. (1) A person is taken to have an interest in...

           7. 7. Persons having a joint interest are deemed each of them...

           8. 8. It is immaterial that shares or debentures in which a...

           9. 9. So long as a person is entitled to receive, during...

           10. 10. A person is to be treated as uninterested in shares...

           11. 11. (1) There is to be disregarded an interest of a...

           12. 12. There is to be disregarded any interest—

           13. 13. Delivery to a person’s order of shares or debentures in...

        2. Part II Periods Within Which Obligations Imposed By Section 324 Must Be Fulfilled

           1. 14. (1) An obligation imposed on a person by section 324(1)...

           2. 15. (1) An obligation imposed on a person by section 324(2)...

           3. 16. In reckoning, for purposes of paragraphs 14 and 15, any...

        3. Part III Circumstances in Which Obligation Imposed by Section 324 is not Discharged

           1. 17. (1) Where an event of whose occurrence a director is,...

           2. 18. (1) An obligation imposed on a director by virtue of...

           3. 19. (1) Where an event of whose occurrence a director is,...

           4. 20. In this Part, a reference to price paid or received...

        4. Part IV Provisions with Respect to Register of Directors’ Interests to be Kept Under Section 325

           1. 21. The register must be so made up that the entries...

           2. 22. An obligation imposed by section 325(2) to (4) must be...

           3. 23. The nature and extent of an interest recorded in the...

           4. 24. The company is not, by virtue of anything done for...

           5. 25. The register shall— (a) if the company’s register of members...

           6. 26. (1) Any member of the company or other person may...

           7. 27. The company shall send notice in the prescribed form to...

           8. 28. Unless the register is in such a form as to...

           9. 29. The register shall be produced at the commencement of the...

    21. SCHEDULE 14

        Overseas Branch Registers

        1. Part I Countries and Territories in Which Overseas Branch Register May be Kept

        2. Part II General Provisions With Respect to Overseas Branch Registers

           1. 1. (1) A company keeping an overseas branch register shall give...

           2. 2. (1) An overseas branch register is deemed to be part...

           3. 3. (1) A competent court in a country or territory where...

           4. 4. (1) The company shall— (a) transmit to its registered office...

           5. 5. Subject to the above provisions with respect to the duplicate...

           6. 6. A company may discontinue to keep an overseas branch register,...

           7. 7. Subject to the provisions of this Act, any company may,...

           8. 8. An instrument of transfer of a share registered in an...

        3. Part III Provisions for Branch Registers of Oversea Companies to be Kept in Great Britain

           1. 9. (1) If by virtue of the law in force in...

    22. SCHEDULE 15

        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    23. Schedule 15A

        Written Resolutions of Private Companies

        1. Part I Exceptions

           1. 1. Section 381A does not apply to— (a) a resolution under...

        2. Part II Adaptation of Procedural Requirements

           1. Introductory

              1. 2. (1) In this Part of this Schedule (which adapts certain...

           2. Section 95 (disapplication of pre-emption rights)

              1. 3. (1) The following adaptations have effect in relation to a...

           3. Section 155 (financial assistance for purchase of company’s own shares or those of holding company)

              1. 4. In relation to a written resolution giving approval under section...

           4. Sections 164, 165 and 167 (authority for off-market purchase or contingent purchase contract of company’s own shares)

              1. 5. (1) The following adaptations have effect in relation to a...

           5. Section 173 (approval for payment out of capital)

              1. 6. (1) The following adaptations have effect in relation to a...

           6. Section 319 (approval of director’s service contract)

              1. 7. In relation to a written resolution approving any such term...

           7. Section 337 (funding of director’s expenditure in performing his duties)

              1. 8. In relation to a written resolution giving approval under section...

    24. SCHEDULE 15B

        PROVISIONS SUBJECT TO WHICH SS. 425–427 HAVE EFFECT IN THEIR APPLICATION TO MERGERS AND DIVISIONS OF PUBLIC COMPANIES

        1. 1. Meeting of transferee company

        2. 2. Draft terms of merger

        3. 3. Documents and information to be made available

        4. 4. Directors’ report

        5. 5. Expert’s report

        6. 6. Inspection of documents

        7. 7. Transferor company holding its own shares

        8. 8. Securities other than shares to which special rights are attached

        9. 9. Date and consequences of the compromise or arrangement

        10. 10. Exceptions

        11. 11. (1) The following sub-paragraphs apply where the scheme is a...

        12. Transferee company or companies holding shares in the transferor company

            1. 12. (1) Where the scheme is a Case 1 Scheme and...

            2. 13. (1) Where the scheme is a Case 3 Scheme and—...

            3. 14. (1) Where the scheme is a Case 1 Scheme and...

            4. 15. Liability of transferee companies for the default of another

    25. SCHEDULE 15C

        Specified persons

        1. 1. The Secretary of State.

        2. 2. The Department of Enterprise, Trade and Investment for Northern Ireland....

        3. 3. The Treasury.

        4. 4. The Lord Advocate.

        5. 5. The Director of Public Prosecutions.

        6. 6. The Director of Public Prosecutions for Northern Ireland.

        7. 7. The Financial Services Authority.

        8. 8. A constable.

        9. 9. A procurator fiscal.

        10. 10. The Scottish Ministers.

    26. SCHEDULE 15D

        Disclosures

        1. 1. A disclosure for the purpose of enabling or assisting a...

        2. 2. A disclosure for the purpose of enabling or assisting an...

        3. 3. A disclosure for the purpose of enabling or assisting a...

        4. 4. A disclosure for the purpose of enabling or assisting a...

        5. 5. A disclosure for the purpose of enabling or assisting a...

        6. 6. A disclosure for the purpose of enabling or assisting a...

        7. 7. A disclosure for the purpose of enabling or assisting a...

        8. 8. A disclosure for the purpose of enabling or assisting a...

        9. 9. A disclosure for the purpose of enabling or assisting the...

        10. 10. A disclosure for the purpose of enabling or assisting the...

        11. 11. A disclosure for the purpose of enabling or assisting the...

        12. 12. A disclosure for the purpose of enabling or assisting a...

        13. 13. A disclosure for the purpose of enabling or assisting the...

        14. 13A. A disclosure for the purpose of enabling or assisting the...

        15. 14. A disclosure for the purpose of enabling or assisting the...

        16. 15. A disclosure for the purpose of enabling or assisting the...

        17. 16. A disclosure for the purpose of enabling or assisting organs...

        18. 17. A disclosure for the purpose of enabling or assisting the...

        19. 18. A disclosure for the purpose of enabling or assisting the...

        20. 19. A disclosure with a view to the institution of, or...

        21. 20. A disclosure for the purpose of enabling or assisting an...

        22. 21. A disclosure for the purpose of enabling or assisting the...

        23. 22. A disclosure for the purpose of enabling or assisting the...

        24. 23. A disclosure for the purpose of enabling or assisting the...

        25. 24. A disclosure by the National Lottery Commission to the National...

        26. 25. A disclosure for the purpose of enabling or assisting a...

        27. 26. A disclosure for the purpose of enabling or assisting an...

        28. 27. A disclosure for the purpose of enabling or assisting a...

        29. 28. A disclosure for the purpose of enabling or assisting the...

        30. 29. A disclosure for the purpose of enabling or assisting the...

        31. 30. A disclosure for the purpose of enabling or assisting a...

        32. 31. (1) A disclosure for the purpose of enabling or assisting...

        33. 32. A disclosure for the purpose of enabling or assisting a...

        34. 33. A disclosure with a view to the institution of, or...

        35. 34. A disclosure for the purpose of enabling or assisting a...

        36. 35. A disclosure for the purpose of enabling or assisting a...

        37. 36. A disclosure for the purpose of enabling or assisting an...

        38. 37. A disclosure for the purpose of enabling or assisting the...

        39. 38. A disclosure for the purpose of enabling or assisting a...

        40. 39. (1) A disclosure for the purpose of enabling or assisting...

        41. 40. A disclosure for the purpose of enabling or assisting the...

        42. 41. A disclosure with a view to the institution of, or...

        43. 42. A disclosure with a view to the institution of, or...

        44. 43. A disclosure with a view to the institution of, or...

        45. 44. A disclosure for the purposes of proceedings before the Financial...

        46. 44A. A disclosure for the purposes of proceedings before the Pensions...

        47. 45. A disclosure for the purpose of enabling or assisting a...

        48. 46. A disclosure with a view to the institution of, or...

        49. 47. (1) A disclosure with a view to the institution of,...

        50. 48. A disclosure for the purpose of the provision of a...

        51. 49. A disclosure in pursuance of any Community obligation.

        52. 50. A disclosure for the purpose of enabling or assisting the...

    27. SCHEDULE 16

        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    28. SCHEDULES 17–19

        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    29. SCHEDULE 20

        Vesting of Disclaimed Property; Protection of Third Parties

        1. Part I . . .

        2. Part II Crown Disclaimer under section 656

           1. 5. The court shall not under section 657 make a vesting...

           2. 6. The person must by the order be made subject—

           3. 7. A creditor or sub-lessee declining to accept a vesting order...

           4. 8. If there is no person claiming under the company who...

           5. 9. For the purposes of paragraph 5 above, a heritable security...

    30. SCHEDULE 21

        Effect of Registration under section 680

        1. Interpretation

           1. 1. In this Schedule— “registration” means registration in pursuance of section...

        2. Vesting of property

           1. 2. All property belonging to or vested in the company at...

        3. Existing liabilities

           1. 3. Registration does not affect the company’s rights or liabilities in...

        4. Pending actions at law

           1. 4. (1) All actions and other legal proceedings which at the...

        5. The company’s constitution

           1. 5. (1) All provisions contained in any Act of Parliament or...

           2. 6. (1) All the provisions of this Act apply to the...

        6. Capital structure

           1. 7. Provisions of this Act with respect to—

        7. Supplementary

           1. 8. Nothing in paragraphs 5 to 7 authorises a company to...

           2. 9. None of the provisions of this Act (except section 461(3))...

    31. SCHEDULE 21A

        BRANCH REGISTRATION UNDER THE ELEVENTH COMPANY LAW DIRECTIVE (89/666/EEC)

        1. 1. Duty to register

        2. 2. Particulars required

        3. 3. The particulars referred to in paragraph 1(1)(b) are—

        4. 4. The particulars referred to in paragraph 1(1)(c) are—

        5. 4A. Where a confidentiality order made under section 723B is in...

        6. 5. Documents required

        7. 6. (1) The second documents referred to in paragraph 1(2) are—...

        8. 7. Alterations

        9. 8. (1) Sub-paragraph (2) below applies where— (a) a company’s return...

        10. 9. (1) If an individual in respect of whom a confidentiality...

    32. SCHEDULE 21B

        CHANGE IN REGISTRATION REGIME: TRANSITIONAL PROVISIONS

        1. 1. (1) This paragraph applies where a company which becomes a...

        2. 2. (1) This paragraph applies where a company which becomes a...

    33. SCHEDULE 21C

        DELIVERY OF REPORTS AND ACCOUNTS: CREDIT AND FINANCIAL INSTITUTIONS TO WHICH THE BANK BRANCHES DIRECTIVE (89/117/EEC) APPLIES

        1. Part I Institutions required to prepare accounts under parent law

           1. 1. Scope of Part and Interpretation

           2. 2. Duty to deliver copies in Great Britain

           3. 3. (1) An institution to which this Part of this Schedule...

           4. 4. Where an institution’s parent law permits it to discharge an...

           5. 5. (1) Neither paragraph 2 nor paragraph 3 shall require an...

           6. 6. Registrar to whom documents to be delivered

           7. 7. Penalty for non-compliance

           8. 8. Interpretation

        2. PART II INSTITUTIONS NOT REQUIRED TO PREPARE ACCOUNTS UNDER PARENT LAW

           1. 9. Scope of Part and Interpretation

           2. 10. Preparation of accounts and reports

           3. 11. Sections 223 to 225 apply to an institution to which...

           4. 12. Duty to deliver accounts and reports

           5. 13. Time for delivery

           6. 14. Registrar to whom documents to be delivered

           7. 15. Penalty for non-compliance

    34. SCHEDULE 21D

        DELIVERY OF REPORTS AND ACCOUNTS: COMPANIES TO WHICH THE ELEVENTH COMPANY LAW DIRECTIVE APPLIES

        1. PART I COMPANIES REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW

           1. 1. Scope of Part

           2. 2. Duty to deliver copies in Great Britain

           3. 3. Paragraph 2 above shall not require documents to be delivered...

           4. 4. Time for delivery

           5. 5. Penalty for non-compliance

           6. 6. Interpretation

        2. PART II COMPANIES NOT REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW

           1. 7. Scope of Part

           2. 8. Preparation of accounts and reports

           3. 9. Sections 223 to 225 apply to a company to which...

           4. 10. Duty to deliver accounts and reports

           5. 11. Paragraph 10 shall not require documents to be delivered in...

           6. 12. Time for delivery

           7. 13. Penalty for non-compliance

    35. SCHEDULE 22

        Provisions of this Act applying to Unregistered Companies

    36. SCHEDULE 23

        Form of Statement to be published by certain companies under section 720

    37. SCHEDULE 24

        Punishment of Offences Under this Act

    38. SCHEDULE 25

        Companies Act 1981, Section 38, as Originally Enacted

        1. 38. Relief from section 56 in respect of group reconstructions.