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. 4. Resolution to alter objects

         5. 5. Procedure for objecting to alteration

         6. 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. 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 "

   3. CHAPTER III A Company's Capacity ; Formalities of Carrying on Business

      1. 35. Company's capacity: power of directors to bind it

      2. 36. Form of company contracts

      3. 37. Bills of exchange and promissory notes

      4. 38. Execution of deeds abroad

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

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

      7. 41. Authentication of documents

      8. 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. Certificate 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 to 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. 81. Restriction on public offers by private company

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

      4. 83. No allotment unless minimum subscription received

      5. 84. Allotment where issue not fully subscribed

      6. 85. Effect of irregular allotment

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

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

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

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

      3. 114. Penalty for contravention

      4. 115. Undertakings to do work, etc.

      5. 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. Acquisition 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. 160. Financing, etc., of redemption

         3. 161. Stamp duty on redemption of shares

         4. 162. Power of company to purchase own shares

         5. 163. Definitions of " off-market" and " market " purchase

         6. 164. Authority for off-market purchase

         7. 165. Authority for contingent purchase contract

         8. 166. Authority for market purchase

         9. 167. Assignment or release of company's right to purchase own shares

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

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

         12. 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. The notifiable percentage

      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

   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. Companies to keep accounting records

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

         3. 223. Penalties for non-compliance with ss. 221, 222

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

         1. 224. Accounting reference period and date

         2. 225. Alteration of accounting reference period

         3. 226. Consequence of giving notice under s. 225

         4. 227. Directors' duty to prepare annual accounts

      3. Form and content of company individual and group accounts

         1. 228. Form and content of individual accounts

         2. 229. Group accounts of holding company

         3. 230. Form and content of group accounts

         4. 231. Additional disclosure required in notes to accounts

         5. 232. Loans in favour of directors and connected persons

         6. 233. Loans etc. to company's officers; statement of amounts outstanding

         7. 234. Recognised banks: disclosure of dealings with and for directors

      4. Directors' and auditors' reports

         1. 235. Directors' report

         2. 236. Auditors' report

         3. 237. Auditors' duties and powers

      5. Procedure on completion of accounts

         1. 238. Signing of balance sheet; documents to be annexed

         2. 239. Documents to be included in company's accounts

         3. 240. Persons entitled to receive accounts as of right

         4. 241. Directors' duty to lay and deliver accounts

         5. 242. Period allowed for laying and delivery

         6. 243. Penalty for non-compliance with s. 241

         7. 244. Default order in case of non-compliance

         8. 245. Penalty for laying or delivering defective accounts

         9. 246. Shareholders' right to obtain copies of accounts

      6. Modified accounts

         1. 247. Entitlement to deliver accounts in modified form

         2. 248. Qualification of company as small or medium-sized

         3. 249. Modified individual accounts

         4. 250. Modified accounts of holding company

         5. 251. Power of Secretary of State to modify ss. 247-250 and Sch. 8

      7. Dormant companies

         1. 252. Company resolution not to appoint auditors

         2. 253. Laying and delivery of unaudited accounts

      8. Publication of accounts

         1. 254. Publication of full company accounts

         2. 255. Publication of abridged accounts

      9. Supplementary

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

   2. CHAPTER II Accounts of Banking, Shipping and Insurance Companies

      1. 257. Special category companies and their accounts

      2. 258. Special category individual accounts

      3. 259. Special category group accounts

      4. 260. Notes to special category accounts

      5. 261. Directors' report

      6. 262. Auditors' report

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 special category 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. 289. Particulars of directors to be registered under s. 288

       9. 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. Disqualification orders: introductory

       2. 296. Disqualification on conviction of indictable offence

       3. 297. Disqualification for persistent default under Companies Acts

       4. 298. Disqualification for fraud etc. in winding up

       5. 299. Disqualification on summary conviction

       6. 300. Disqualification by reference to association with insolvent companies

       7. 301. Register of disqualification orders

       8. 302. Provision against undischarged bankrupt acting as director etc.

    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. 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. 312-315

       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

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

       10. 339. " Relevant amounts " for purposes of ss. 334 ff

       11. 340. " Value " of transactions and arrangements

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

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

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

       15. 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 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. 353. Location of register

       3. 354. Index of members

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

       5. 356. Inspection of register and index

       6. 357. Non-compliance with ss. 353, 354, 356; agent's default

       7. 358. Power to close register

       8. 359. Power of court to rectify register

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

       10. 361. Register to be evidence

       11. 362. Overseas branch registers

    3. CHAPTER III Annual Return

       1. 363. Annual return (company having a share capital)

       2. 364. Annual return (company not having a share capital)

       3. 365. Time for completion of annual return

    4. CHAPTER IV Meetings and Resolutions

       1. Meetings

          1. 366. Annual general meeting

          2. 367. Secretary of State's power to call meeting in default

          3. 368. Extraordinary general meeting on members' requisition

          4. 369. Length of notice for calling meetings

          5. 370. General provisions as to meetings and votes

          6. 371. Power of court to order meeting

          7. 372. Proxies

          8. 373. Right to demand a poll

          9. 374. Voting on a poll

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

          6. 381. Resolution passed at adjourned meeting

       3. Records of proceedings

          1. 382. Minutes of meetings

          2. 383. Inspection of minute books

    5. CHAPTER V Auditors

       1. 384. Annual appointment of auditors

       2. 385. Remuneration of auditors

       3. 386. Removal of auditors

       4. 387. Auditors' right to attend company meetings

       5. 388. Supplementary provisions as to auditors

       6. 389. Qualification for appointment as auditor

       7. 390. Resignation of auditors

       8. 391. Right of resigning auditor to requisition company meeting

       9. 392. Powers of auditors in relation to subsidiaries

       10. 393. False statements to auditors

       11. 394. Auditors of trade unions

13. 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

14. 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. 428. Power to acquire shares of dissenting minority

    5. 429. Dissentient's right to compel acquisition of his shares

    6. 430. Provisions supplementing ss. 428, 429

15. 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. Power of inspector to call for directors' bank accounts

       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. Requisition and seizure of books and papers

       1. 447. Secretary of State's power to require production of documents

       2. 448. Entry and search of premises

       3. 449. Provision for security of information obtained

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

       5. 451. Punishment for furnishing false information

    4. Supplementary

       1. 452. Privileged information

       2. 453. Investigation of oversea companies

16. 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

17. PART XVI Fraudulent Trading by a Company

    1. 458. Punishment for fraudulent trading

18. 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

19. 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. Power to appoint receiver

       2. 468. Circumstances justifying appointment

       3. 469. Mode of appointment by holder of charge

       4. 470. Appointment by court

       5. 471. Powers of receiver

       6. 472. Precedence among receivers

       7. 473. Agency and liability of receiver for contracts. . i Section

       8. 474. Remuneration of receiver

       9. 475. Priority of debts

       10. 476. Distribution of moneys

       11. 477. Disposal of interest in property

       12. 478. Cessation of appointment of receiver

       13. 479. Powers of court

       14. 480. Notification that receiver appointed

       15. 481. Provisions as to information where receiver appointed

       16. 482. Special provisions as to statement submitted to receiver

       17. 483. Enforcement of receiver's duty to make returns, etc.

       18. 484. Interpretation for Chapter II

       19. 485. Prescription of forms etc., and regulations

    3. CHAPTER III General

       1. 486. Interpretation for Part XVIII generally

       2. 487. Extent of Part XVIII

20. PART XIX Receivers and Managers (England and Wales)

    1. 488. Extent of this Part

    2. 489. Disqualification of body corporate from acting as receiver

    3. 490. Disqualification of undischarged bankrupt

    4. 491. Power for court to appoint official receiver

    5. 492. Receivers and managers appointed out of court

    6. 493. Notification that receiver or manager appointed

    7. 494. Court's power to fix remuneration of receiver or manager

    8. 495. Information to be given by and to receiver on appointment

    9. 496. Company's statement of affairs

    10. 497. Subsequent returns by receiver

    11. 498. Receivership accounts to be delivered to registrar

    12. 499. Enforcement of duty of receivers to make returns

    13. 500. Construction of references to receivers and managers

21. PART XX Winding Up of Companies Registered Under this Act or the Former Companies Acts

    1. CHAPTER I Preliminary

       1. Modes of winding up

          1. 501. The three modes in which a company may be wound up

       2. Contributories

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

          2. 503. Directors, etc., with unlimited liability

          3. 504. Liability of past directors and shareholders

          4. 505. Limited company formerly unlimited

          5. 506. Unlimited company formerly limited

          6. 507. Meaning of " contributory "

          7. 508. Nature of contributory's Lability

          8. 509. Contributories in case of death of a member

          9. 510. Effect of contributory's bankruptcy

          10. 511. Companies registered under Part XXII, Chapter II

    2. CHAPTER II Winding up by the Court

       1. Jurisdiction (England and Wales)

          1. 512. High Court and county court jurisdiction

          2. 513. Proceedings taken in wrong court

          3. 514. Proceedings in county court: case stated for High Court

       2. Jurisdiction (Scotland)

          1. 515. Court of Session and sheriff's court jurisdiction

          2. 516. Power to remit winding up to Lord Ordinary

       3. Grounds and effect of winding-up petition

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

          2. 518. Definition of inability to pay debts

          3. 519. Application for winding up

          4. 520. Powers of court on hearing of petition

          5. 521. Power to stay or restrain proceedings against company

          6. 522. Avoidance of property dispositions, etc.

          7. 523. Avoidance of attachments, etc.

       4. Commencement of winding up

          1. 524. Commencement of winding up by the court

          2. 525. Consequences of winding-up order

       5. The official receiver (England and Wales only)

          1. 526. The official receiver

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

          3. 528. Statement of company's affairs

          4. 529. Further provisions as to statement etc. under s. 528

          5. 530. Report by official receiver

       6. Liquidators

          1. 531. Power of court to appoint liquidators

          2. 532. Appointment and powers of provisional liquidator

          3. 533. Appointment, style, etc., of liquidators in England and Wales

          4. 534. Liquidator other than official receiver

          5. 535. Liquidators in Scotland

          6. 536. General provisions as to liquidators

          7. 537. Custody of company's property

          8. 538. Vesting of company property in liquidator

          9. 539. Powers of liquidator

       7. Provisions about liquidators applying in England and Wales only

          1. 540. Exercise and control of liquidator's powers

          2. 541. Books to be kept by liquidator

          3. 542. Payments by liquidator into bank

          4. 543. Submission of liquidator's accounts for audit.

          5. 544. Control of liquidators by Secretary of State.

          6. 545. Release of liquidators.

       8. Committees of inspection

          1. 546. Decision whether committee of inspection to be appointed.

          2. 547. Constitution and proceedings of committee of inspection

          3. 548. Power of Secretary of State to act in place of committee

       9. General powers of court in case of winding up by the court

          1. 549. Power to stay or sist winding up

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

          3. 551. Delivery of property to liquidator

          4. 552. Debts due from contributory to company

          5. 553. Power to make calls

          6. 554. Payment into bank of money due to company

          7. 555. Order on contributory to be conclusive evidence

          8. 556. Appointment of special manager (England and Wales)

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

          10. 558. Adjustment of rights of contributories

          11. 559. Inspection of books by creditors and contributories

          12. 560. Costs of winding up may be made payable out of assets

          13. 561. Summoning of persons suspected of having company property, etc.

          14. 562. Attendance at company meetings (Scotland)

          15. 563. Public examination of promoters and officers (England and Wales.)

          16. 564. Procedure under s. 563

          17. 565. Power to arrest absconding contributory

          18. 566. Powers of court to be cumulative

          19. 567. Delegation of powers to liquidator (England and Wales)

          20. 568. Dissolution of company

       10. Enforcement of, and appeal from, orders

           1. 569. Orders for calls on contributories (Scotland)

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

           3. 571. Appeals from orders in Scotland

    3. CHAPTER III Voluntary Winding Up

       1. Resolutions for, and commencement of, voluntary winding up

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

          2. 573. Notice of resolution to wind up voluntarily

          3. 574. Commencement of voluntary winding up

       2. Consequences of voluntary winding up

          1. 575. Effect on business and status of company

          2. 576. Avoidance of share transfers, etc., after winding up resolution

       3. Declaration of solvency

          1. 577. Statutory declaration of solvency

          2. 578. Distinction between " members' " and " creditors'" voluntary winding up

       4. Provisions applicable to a members' voluntary winding up

          1. 579. Introduction to next 7 sections

          2. 580. Company's power to appoint and fix remuneration of liquidator

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

          4. 582. Liquidator accepting shares as consideration for sale of company property

          5. 583. Creditors' meeting in case of insolvency

          6. 584. General company meeting at each year's end

          7. 585. Final meeting and dissolution

          8. 586. Alternative provision as to company meetings in case of insolvency

       5. Provisions applicable to a creditors' voluntary winding up

          1. 587. Introduction to next 8 sections

          2. 588. Meeting of creditors

          3. 589. Appointment of liquidator

          4. 590. Appointment of committee of inspection

          5. 591. Remuneration of liquidator; cesser of directors' powers

          6. 592. Vacancy in office of liquidator

          7. 593. Application of s. 582 to creditors' voluntary winding up

          8. 594. Meetings of company and creditors at end of each year

          9. 595. Final meeting and dissolution

       6. Provisions applicable to every voluntary winding up

          1. 596. Introduction to next 9 sections

          2. 597. Distribution of company's property

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

          4. 599. Appointment or removal of liquidator by the court

          5. 600. Notice by liquidator of his appointment

          6. 601. Arrangement when binding on creditors

          7. 602. Reference of questions and powers to court

          8. 603. Court's power to control proceedings (Scotland)

          9. 604. Costs of voluntary winding up

          10. 605. Saving for rights of creditors and contributories

    4. CHAPTER IV Winding up Subject to Supervision of Court

       1. 606. Power to order winding up under supervision

       2. 607. Effect of petition for court supervision

       3. 608. Application of ss. 522, 523

       4. 609. Appointment and removal of liquidators

       5. 610. Effect of supervision order

    5. CHAPTER V Provisions Applicable to Every Mode of Winding up

       1. Proof and ranking of claims

          1. 611. Debts of all descriptions may be proved

          2. 612. Application of bankruptcy rules (England and Wales)

          3. 613. Ranking of claims (Scotland)

          4. 614. Preferential payments

       2. Effect of winding up on antecedent and other transactions

          1. 615. Fraudulent preference

          2. 616. Liabilities and rights of those fraudulently preferred (England and Wales)

          3. 617. Effect of floating charge

          4. 618. Disclaimer of onerous property (England and Wales)

          5. 619. Further provisions about disclaimer under s. 618

          6. 620. Liability for rentcharge on company's land after disclaimer

          7. 621. Effect of execution or attachment (England and Wales)

          8. 622. Duties of sheriff where goods seized in execution (England and Wales)

          9. 623. Effect of diligence within 60 days of winding up

       3. Offences of fraud, deception, etc., before and in course of winding up; fraudulent trading and its consequences

          1. 624. Fraud, etc. in anticipation of winding up

          2. 625. Transactions in fraud of creditors

          3. 626. Misconduct in course of winding up

          4. 627. Falsification of company's books

          5. 628. Material omissions from statements relating to company affairs

          6. 629. False representations to creditors

          7. 630. Responsibility of individuals for company's fraudulent trading

          8. 631. Assessment of damages against delinquent directors, etc.

          9. 632. Prosecution of delinquent officers and members of company

          10. 633. Obligations arising under s. 632

       4. Supplementary provisions as to winding up

          1. 634. Disqualification for appointment as liquidator

          2. 635. Corrupt inducement affecting appointment as liquidator

          3. 636. Enforcement of liquidator's duty to make returns, etc.

          4. 637. Notification that company is in liquidation

          5. 638. In a winding up, certain documents exempt from stamp duty

          6. 639. Company's books to be evidence

          7. 640. Disposal of books and papers

          8. 641. Information as to pending liquidations

          9. 642. Unclaimed assets (England and Wales)

          10. 643. Unclaimed dividends, etc. (Scotland)

          11. 644. Resolutions passed at adjourned meetings

       5. Supplementary powers of court

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

          2. 646. Judicial notice of signature of court officers

          3. 647. Commission for receiving evidence

          4. 648. Court order for examination of persons in Scotland

          5. 649. Costs of application for leave to proceed (Scottish companies)

          6. 650. Affidavits, etc., in United Kingdom and overseas

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

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

       5. 655. Effect on s. 654 of company's revival after dissolution

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

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

       8. 658. Liability for rentcharge on company's land after dissolution

    7. CHAPTER VII Miscellaneous Provisions About Winding Up

       1. 659. Power to make over assets to employees

       2. 660. Separate accounts of particular estates (England and Wales)

       3. 661. Officers and remuneration (England and Wales)

       4. 662. Returns by officers in winding up (England and Wales)

       5. 663. Rules and fees

       6. 664. Power to alter monetary limits

22. PART XXI Winding Up of Unregistered Companies

    1. 665. Meaning of " unregistered company "

    2. 666. Winding up of unregistered companies

    3. 667. Inability to pay debts: unpaid creditor for £750 or more

    4. 668. Inability to pay debts: debt remaining unsatisfied after action brought

    5. 669. Inability to pay debts: other cases

    6. 670. Oversea company may be wound up, though dissolved

    7. 671. Contributories in winding up of unregistered company

    8. 672. Power of court to stay, sist or restrain proceedings

    9. 673. Actions stayed on winding up order

    10. 674. Provisions of this Part to be cumulative

23. 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

24. PART XXIII Oversea Companies

    1. CHAPTER I Registration, Etc

       1. 691. Documents to be delivered to registrar

       2. 692. Registration of altered particulars

       3. 693. Obligation to state name and other particulars

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

       5. 695. Service of documents on oversea company

       6. 696. Office where documents to be filed

       7. 697. Penalties for non-compliance

       8. 698. Definitions for this Chapter

       9. 699. Channel Islands and Isle of Man companies

    2. CHAPTER II Delivery of Accounts

       1. 700. Preparation and delivery of accounts by oversea companies

       2. 701. Oversea company's accounting reference period and date

       3. 702. Period allowed for delivering accounts

       4. 703. Penalty for non-compliance

25. PART XXIV The Registrar of Companies, His Functions and Offices

    1. 704. Registration offices

    2. 705. Companies' registered numbers

    3. 706. Size, durability etc. of documents delivered to registrar

    4. 707. Power of registrar to accept information on microfilm, etc.

    5. 708. Fees payable to registrar

    6. 709. Inspection of documents kept by registrar

    7. 710. Additional provisions about inspection

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

    9. 712. Removal of documents to Public Record Office

    10. 713. Enforcement of company's duty to make returns

    11. 714. Registrar's index of company and corporate names

    12. 715. Destruction of old records

26. 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. 724. Cross-border operation of receivership provisions

    10. 725. Service of documents

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

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

    13. 728. Enforcement of High Court orders

    14. 729. Annual report by Secretary of State

    15. 730. Punishment of offences

    16. 731. Summary proceedings

    17. 732. Prosecution by public authorities

    18. 733. Offences by bodies corporate

    19. 734. Criminal proceedings against unincorporated bodies

27. PART XXVI Interpretation

    1. 735. " Company ", etc.

    2. 736. " Holding company ", " subsidiary " and " wholly-owned subsidiary "

    3. 737. " Called-up share capital "

    4. 738. " Allotment " and " paid up "

    5. 739. " Non-cash asset "

    6. 740. " Body corporate " and " corporation "

    7. 741. " Director " and " shadow director "

    8. 742. Expressions used in connection with accounts

    9. 743. " Employees' share scheme "

    10. 744. Expressions used generally in this Act

28. PART XXVII Final Provisions

    1. 745. Northern Ireland

    2. 746. Commencement

    3. 747. Citation

29. 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 and 3 above— (a) " Christian name...

    2. SCHEDULE 2

       Interpretation of References to " Beneficial Interest "

       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 (whether as personal...

       4. Supplementary

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

    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— (c) 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 applies if— (a) the proceeds of the...

          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...

             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 time shown in a company's...

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

          2. Section B The Required Formats for Accounts 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...

             4. Balance Sheet Formats

                Format 1

             5. Balance Sheet Formats

                Format 2

             6. Notes on the balance sheet formats

             7. Profit and loss account formats

                Format 1

             8. Profit and loss account formats

                Format 2

             9. Profit and loss account formats

                Format 3

             10. Profit tad toss account formats

                 Format 4

             11. Notes on the 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 from one financial year...

                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 section C of this Part of this Schedule,...

             2. Fixed assets

                1. 17. General rules

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

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

                4. 20. Rules for determining particular fixed asset items

                5. 21. (1) The application of paragraphs 17 to 19 in relation...

             3. 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...

             4. Miscellaneous and supplementary provisions

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

                2. 25. Assets included at a fixed amount

                3. 26. Determination of purchase price or production cost

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

                5. 28. Substitution of original stated amount where price or cost unknown

          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...

       3. PART III Notes to the Accounts

          1. Preliminary

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

          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 51 require information which either supplements the...

             2. 38. Share capital and debentures

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

             4. 40. (1) With respect to any contingent right to the allotment...

             5. 41. (1) If the company has issued any debentures during the...

             6. 42. Fixed assets

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

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

             9. 45. Investments

             10. 46. Reserves and provisions

             11. 47. Provision for taxation

             12. 48. Details of indebtedness

             13. 49. If any fixed cumulative dividends on the company's shares are...

             14. 50. Guarantees and other financial commitments

             15. 51. Miscellaneous matters

          4. Information supplementing the profit and loss account

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

             2. 53. Separate statement of certain items of income and expenditure

             3. 54. Particulars of tax

             4. 55. Particulars of turnover

             5. 56. Particulars of staff

             6. 57. Miscellaneous matters

          5. General

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

       4. PART IV Special Provisions Where the Company is a Holding or Subsidiary Company

          1. Company's own accounts

             1. 59. Where a company is a holding company or a subsidiary...

             2. 60. (1) Subject to the following sub-paragraph, where the company is...

          2. Consolidated accounts of holding company and subsidiaries

             1. 61. Subject to paragraphs 63 and 66, the consolidated balance sheet...

             2. 62. Subject to paragraphs 63 to 66, and to Part V...

             3. 63. The following provisions of this Act, namely—

             4. 64. Paragraph 62 is without prejudice to any requirement of this...

             5. 65. (1) Notwithstanding paragraph 62, the consolidated accounts prepared by a...

             6. 66. Notwithstanding paragraphs 61 and 62, paragraphs 17 to 19 and...

             7. 67. In relation to any subsidiaries of the holding company not...

          3. Group accounts not prepared as consolidated accounts

             1. 68. Group accounts which are not prepared as consolidated accounts, together...

          4. Provisions of general application

             1. 69. (1) This paragraph applies where the company is a holding...

             2. 70. Where a company has subsidiaries whose financial years did not...

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

       6. PART VI Special Provisions Where the Company has Entered into Arrangements Subject to Merger Relief

          1. 75. (1) Where during the financial year the company has allotted...

       7. PART VII Interpretation of Schedule

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

          2. 77. Assets: fixed or current

          3. 78. Balance sheet date

          4. 79. Capitalisation

          5. 80. Fellow subsidiary

          6. 81. Group companies

          7. 82. Historical cost accounting rules

          8. 83. Leases

          9. 84. Listed investments

          10. 85. Loans

          11. 86. Materiality

          12. 87. Notes to the accounts

          13. 88. Provisions

          14. 89. References to provisions for liabilities or charges are to any...

          15. 90. Purchase price

          16. 91. Realised profits

          17. 92. Related companies

          18. 93. Scots land tenure

          19. 94. Staff costs

          20. 95. Turnover

    5. SCHEDULE 5

       Miscellaneous Matters to be Disclosed in Notes to Company Accounts

       1. PART I Particulars of Subsidiaries

          1. 1. If at the end of the financial year the company...

          2. 2. The particulars required by paragraph 1 include, with reference to...

          3. 3. Paragraph 1 does not require the disclosure of information with...

          4. 4. If at the end of its financial year the company...

          5. 5. If advantage is taken of paragraph 4, there must be...

          6. 6. For purposes of this Part, shares of a body corporate...

       2. PART II Shareholdings in Companies Etc. Other than Subsidiaries

          1. 7. If at the end of its financial year the company...

          2. 8. If at the end of its financial year the company...

          3. 9. If at the end of its financial year the company...

          4. 10. None of the foregoing provisions of this Part requires the...

          5. 11. If at the end of its financial year the company...

          6. 12. If advantage is taken of paragraph 11, there must be...

          7. 13. For purposes of this Part, shares of a body corporate...

       3. PART III Financial Information About Subsidiaries

          1. 14. If— (a) at the end of its financial year the...

          2. 15. If— (a) at the end of the financial year the...

          3. 16. The information required by paragraphs 14 and 15 is, in...

          4. 17. (1) The information otherwise required by paragraph 16 need not...

          5. 18. Where, with respect to any subsidiary of the company or...

          6. 19. For purposes of this Part, shares of a body corporate...

       4. PART IV Identification of Ultimate Holding Company

          1. 20. If at the end of its financial year the company...

          2. 21. Paragraph 20 does not require the disclosure by a company...

       5. PART V Chairman's and Directors' Emoluments, Pensions and Compensation for Loss of Office

          1. Emoluments

             1. 22. (1) There shall be shown the aggregate amount of the...

             2. 23. A company which is neither a holding company nor a...

             3. 24. (1) The following applies as respects the emoluments of the...

             4. 25. (1) The following applies as respects the emoluments of directors....

             5. 26. There shall under paragraphs 24 and 25 be brought into...

          2. Emoluments waived

             1. 27. (1) There shall be shown— (a) the number of directors...

          3. Pensions of directors and past directors

             1. 28. (1) There shall be shown the aggregate amount of directors'...

          4. Compensation to directors for loss of office

             1. 29. (1) There shall be shown the aggregate amount of any...

          5. Supplementary

             1. 30. (1) The following applies with respect to the amounts to...

             2. 31. (1) The amounts to be shown for any financial year...

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

          6. Interpretation

             1. 33. (1) The following applies for the interpretation of paragraphs 22...

          7. Supplementary

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

       6. PART VI Particulars Relating to Number of Employees Remunerated at Higher Rates

          1. 35. (1) There shall be shown by reference to each pair...

          2. 36. (1) For these purposes, a person's emoluments include any paid...

          3. 37. References in paragraph 36 to a company's subsidiary—

    6. SCHEDULE 6

       Particulars in Company Accounts of Loan and Other Transactions Favouring Directors and Officers

       1. PART I Matters to be Disclosed Under Section 232

          1. 1. Group accounts shall contain the particulars required by this Schedule...

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

          3. 3. (1) For purposes of paragraphs 1(c) and 2(c), a transaction...

          4. 4. Paragraphs 1 and 2 do not apply, for the purposes...

          5. 5. Paragraphs 1 and 2 do not apply in relation to...

          6. 6. Paragraphs 1 and 2 apply whether or not—

          7. 7. Neither paragraph 1(c) nor paragraph 2 (c) applies in relation...

          8. 8. Neither paragraph 1(c) nor paragraph 2(c) applies in relation to...

          9. The particulars required by this Part

             1. 9. (1) Subject to the next paragraph, the particulars required by...

             2. 10. In paragraph 9(2) above, sub-paragraphs (c) to (f) do not...

          10. Transactions excluded from section 232

              1. 11. (1) In relation to a company's accounts for a financial...

              2. 12. In relation to a company's accounts for a financial year,...

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

          11. Interpretation

              1. 14. The following provisions of this Act apply for purposes of...

       2. PART II Matters to be Disclosed under Section 233

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

          2. 16. (1) To comply with this Part of this Schedule, the...

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

       3. PART III Matters to be Disclosed under Section 234 (Recognised Banks)

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

          2. 19. To comply with this Part, the accounts must contain a...

          3. 20. For the purposes of the application of paragraph 19 in...

          4. 21. The following provisions of this Act apply for purposes of...

    7. 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. Directors' interests

             1. 2. (1) The report shall state the following, with respect to...

          3. Political and charitable gifts

             1. 3. (1) The following applies if the company (not being the...

             2. 4. (1) Paragraph 3 does not apply to a company which,...

             3. 5. (1) The following applies for the interpretation of paragraphs 3...

          4. 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 Health, Safety and Welfare at Work of Company's Employees

          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'...

    8. SCHEDULE 8

       Modified Accounts of Companies Qualifying as Small or Medium Sized

       1. PART I Modified Individual Accounts

          1. Introductory

             1. 1. In this Part of this Schedule— (a) paragraphs 2 to...

          2. Accounts modified as for a small company

             1. 2. (1) In respect of the relevant financial year, there may...

             2. 3. A copy of the company's profit and loss account need...

             3. 4. The information required by Parts V and VI of Schedule...

             4. 5. The information required by Schedule 4 to be given in...

             5. 6. If a modified balance sheet is delivered, there shall be...

          3. Accounts modified as for a medium-sized company

             1. 7. (1) There may be delivered a copy of a modified...

             2. 8. The information required by paragraph 55 of Schedule 4 (particulars...

          4. Both cases

             1. 9. The company's balance sheet shall contain a statement by the...

             2. 10. (1) The accounts delivered shall be accompanied by a special...

             3. 11. Subject as above, where the directors rely on sections 247...

       2. PART II Modified Group Accounts (in Consolidated Form)

          1. Introductory

             1. 12. In this Part of this Schedule— (a) paragraphs 13 to...

          2. Small groups

             1. 13. (1) In respect of the relevant financial year, there may...

             2. 14. A copy of the profit and loss account need not...

             3. 15. The information required by Schedule 4 to be given in...

             4. 16. There shall be disclosed in the modified balance sheet, or...

             5. 17. The information required by Parts V and VI of Schedule...

          3. Medium-sized groups

             1. 18. (1) There may be delivered a copy of a modified...

             2. 19. The information required by paragraph 55 of Schedule 4 (particulars...

       3. PART III Modified Group Accounts (Consolidated or Other)

          1. 20. If modified group accounts are delivered, the following paragraphs apply....

          2. 21. The directors' statement required by paragraph 9 to be contained...

          3. 22. (1) The auditors' special report under paragraph 10 shall include...

          4. 23. Subject as above, where the directors rely on section 250...

    9. SCHEDULE 9

       Form and Content of Special Category Accounts

       1. Preliminary

          1. 1. Paragraphs 2 to 13 of this Schedule apply to the...

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

          1. Balance sheet

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

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

             3. 4. (1) The reserves, provisions, liabilities and assets shall be classified...

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

             5. 6. In the case of unlisted investments consisting in equity share...

             6. 7. The aggregate amounts respectively of reserves and provisions (other than...

             7. 8. (1) There shall also be shown (unless it is shown...

             8. 9. If an amount is set aside for the purpose of...

             9. 10. (1) There shall be shown under separate headings—

             10. 11. Where any liability of the company is secured otherwise than...

             11. 12. Where any of the company's debentures are held by a...

             12. 13. (1) The matters referred to in the following sub-paragraphs shall...

          2. Profit and loss account

             1. 14. (1) There shall be shown— (a) the amount charged to...

             2. 15. The amount of any charge arising in consequence of the...

             3. 16. The amount of the remuneration of the auditors shall be...

             4. 17. (1) The following matters shall be stated by way of...

             5. 18. (1) The following matters shall be stated by way of...

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

          1. Modifications of and additions to requirements as to company's own accounts

             1. 19. (1) This paragraph applies where the company is a holding...

             2. 20. (1) The balance sheet of a company which is a...

          2. Consolidated accounts of holding company and subsidiaries

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

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

             3. 23. The following provisions of this Act, namely—

             4. 24. Paragraph 22 above is without prejudice to any requirement of...

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

             6. 26. In relation to any subsidiary (whether or not dealt with...

       4. PART III Exceptions for Certain Special Category Companies

          1. 27. (1) The following applies to a banking company (if not...

          2. 28. (1) An insurance company to which Part II of the...

          3. 29. (1) A shipping company shall not be subject to the...

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

       5. PART IV Special Provisions Where the Company Has Entered into Arrangements Subject to Merger Relief

          1. 31. (1) Where during the financial year the company has allotted...

       6. PART V Interpretation of Schedule

          1. 32. (1) For the purposes of this Schedule, unless the context...

          2. 33. For the purposes aforesaid, the expression " listed investment" means...

          3. 34. For the purposes aforesaid, the expression " long lease "...

          4. 35. For the purposes aforesaid, a loan shall be deemed to...

          5. 36. In the application of this Schedule to Scotland, " land...

    10. SCHEDULE 10

        Additional Matters to be Dealt With in Directors' Report Attached to Special Category Accounts

        1. Recent issues

           1. 1. (1) If in the financial year to which the accounts...

        2. Turnover and profitability

           1. 2. If in the course of the financial year the company...

           2. 3. (1) This paragraph applies if— (a) the company has subsidiaries...

           3. 4. For the purposes of the preceding two paragraphs, classes of...

        3. Labour force and wages paid

           1. 5. (1) If at the end of the financial year the...

           2. 6. (1) If at the end of the financial year the...

           3. 7. The remuneration to be taken into account under paragraphs 5(1)(b)...

           4. 8. (1) Paragraphs 5 and 6 are qualified as follows.

        4. General matters

           1. 9. The directors' report shall contain particulars of any matters (other...

    11. SCHEDULE 11

        Modifications of Part VIII where Company's Relevant Accounts are Special Category

        1. 1. Section 264 applies as if in subsection (2) for the...

        2. 2. Section 265 applies as if— (a) for subsection (2) there...

        3. 3. Section 269 does not apply.

        4. 4. Section 270 applies as if— (a) in subsection (2) the...

        5. 5. Section 271 applies as if— (a) in subsection (2), immediately...

        6. 6. Sections 272 and 273 apply as if in section 272(3)—...

        7. 7. Section 275 applies as if— (a) for subsection (1) there...

    12. SCHEDULE 12

        Supplementary Provisions in Connection with Disqualification Orders

        1. PART I Orders under Sections 296 to 299

           1. Application for order

              1. 1. A person intending to apply for the making of an...

              2. 2. An application to a court with jurisdiction to wind up...

           2. Hearing of application

              1. 3. On the hearing of an application made by the Secretary...

           3. Application for leave under an order

              1. 4. (1) As regards the court to which application must be...

              2. 5. On the hearing of an application for leave made by...

        2. PART II Orders under Section 300

           1. Application for order

              1. 6. (1) In the case of a person who is or...

              2. 7. Where the official receiver or the Secretary of State intends...

           2. Hearing of application

              1. 8. On the hearing of an application under section 300 by...

        3. PART III Transitional Provisions and Savings from Companies Act 1981, ss. 93, 94

           1. 9. Sections 296 and 298 (1)(b) do not apply in relation...

           2. 10. Subject to paragraph 9— (a) section 296 applies in a...

           3. 11. Subject to paragraph 9, section 298 applies in relation to...

           4. 12. The powers of a court under section 299 are not...

           5. 13. For purposes of section 297(1) and section 299, no account...

           6. 14. An order made under section 28 of the Companies Act...

           7. 15. The period which may be specified as the period of...

           8. 16. Section 300(1) does not apply unless at least one of...

    13. 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 mist 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. There is to be disregarded an interest of a person...

           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...

    14. 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 snare 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...

    15. SCHEDULE 15

        Contents of Annual Return of a Company having a Share Capital

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

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

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

        4. 4. Particulars of the total amount of the company's indebtedness in...

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

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

    16. SCHEDULE 16

        Orders in Course of Winding Up Pronounced in Vacation (Scotland)

        1. PART I Orders Which are to be Final

        2. PART II Orders Which are to take Effect Until Matter Disposed of by Inner House

    17. SCHEDULE 17

        Proceedings of Committee of Inspection

        1. 1. The committee shall meet at such times as it may...

        2. 2. The committee may act by a majority of its members...

        3. 3. A member of the committee may resign by notice in...

        4. 4. If a member of the committee becomes bankrupt or compounds...

        5. 5. A member of the committee may be removed by an...

        6. 6. (1) On a vacancy occurring in the committee the liquidator...

    18. SCHEDULE 18

        Provisions of Part XX Not Applicable in Winding Up Subject to Supervision of the Court

    19. SCHEDULE 19

        Preference Among Creditors in Company Winding Up

        1. " The relevant date "

           1. 1. For the purposes of this Schedule, " the relevant date...

        2. Debts to Inland Revenue

           1. 2. All income tax, corporation tax, capital gains tax and other...

           2. 3. Any sums due at the relevant date from the company...

        3. Debts due to Customs & Excise

           1. 4. Any value added tax due at the relevant date from...

           2. 5. The amount of any car tax due at the relevant...

           3. 6. Any amount due— (a) by way of general betting duty...

        4. Local rates

           1. 7. All local rates due from the company at the relevant...

        5. Social security debts

           1. 8. All the debts specified in section 153(2) of the Social...

        6. Debts to and in respect of company's employees

           1. 9. All wages or salary (whether or not earned wholly or...

           2. 10. All accrued holiday remuneration becoming payable to any clerk, servant,...

           3. 11. The following amounts owed by the company to an employee...

           4. 12. (1) The remuneration to which priority is to be given...

        7. Priority for third party advancing funds for wage-payments, etc.

           1. 13. Where any payment has been made— (a) to any clerk,...

        8. Interpretation for the above paragraphs

           1. 14. For purposes of this Schedule— (a) any remuneration in respect...

    20. SCHEDULE 20

        Vesting of Disclaimed Property ; Protection of Third Parties

        1. PART I Disclaimer by Liquidator under sections 618, 619; Crown Disclaimer under section 656(England and Wales Only)

           1. 1. The court shall not under section 619 (including that section...

           2. 2. The person must by the order be made subject—

           3. 3. A mortgagee or under-lessee declining to accept a vesting order...

           4. 4. If there is no person claiming under the company who...

        2. PART II Crown Disclaimer under section 656(Scotland Only)

           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...

    21. SCHEDULE 21

        Effect of Registration under section 680

        1. Interpretation

           1. 1. In this Schedule— " registration" means registration in pursuance of...

        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))...

    22. SCHEDULE 22

        Provisions of this Act applying to Unregistered Companies

    23. SCHEDULE 23

        Form of Statement to be published by certain companies under section 720

    24. SCHEDULE 24

        Punishment of Offences Under this Act

    25. SCHEDULE 25

        Companies Act 1981, Section 38, as Originally Enacted

    26. TABLE OF DERIVATIONS