Companies Act 1985

Section 449

[F1 SCHEDULE 15D U.K. Disclosures

Textual Amendments

F1 Sch. 15D inserted (6.4.2005 except for paras. 40, 45 and 1.7.2005 otherwise) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 25; S.I. 2004/3322, art. 2(2)(3), Schs. 2, 3 (subject to arts. 3-13)

Modifications etc. (not altering text)

C1 Sch. 15D applied (with modifications) (6.4.2014) by The Co-operative and Community Benefit Societies and Credit Unions (Investigations) Regulations 2014 (S.I. 2014/574), regs. 1(1), 2

1 U.K. A disclosure for the purpose of enabling or assisting a person authorised under [F2 section 457 of the Companies Act 2006] to exercise his functions.

Textual Amendments

F2 Words in Sch. 15D para. 1 substituted (6.4.2008 with effect as stated in Sch. 1 para. 92(2)) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2009/948), arts. 2(1), 3(1), Sch. 1 para. 92(1) (with arts. 6, 11, 12)

2 U.K. A disclosure for the purpose of enabling or assisting an inspector appointed under Part 14 to exercise his functions.

3 U.K. A disclosure for the purpose of enabling or assisting a person authorised under section 447 of this Act or section 84 of the Companies Act 1989 to exercise his functions.

4 U.K. A disclosure for the purpose of enabling or assisting a person appointed under section 167 of the Financial Services and Markets Act 2000 (general investigations) to conduct an investigation to exercise his functions.

5 U.K. A disclosure for the purpose of enabling or assisting a person appointed under section 168 of the Financial Services and Markets Act 2000 (investigations in particular cases) to conduct an investigation to exercise his functions.

6 U.K. A disclosure for the purpose of enabling or assisting a person appointed under section 169(1)(b) of the Financial Services and Markets Act 2000 (investigation in support of overseas regulator) to conduct an investigation to exercise his functions.

7 U.K. A disclosure for the purpose of enabling or assisting a person appointed under section 284 of the Financial Services and Markets Act 2000 (investigations into affairs of certain collective investment schemes) to conduct an investigation to exercise his functions.

8 U.K. A disclosure for the purpose of enabling or assisting a person appointed under regulations made under sections 262(1) and (2)(k) of the Financial Services and Markets Act 2000 (investigations into open-ended investment companies) to conduct an investigation to exercise his functions.

9 U.K. A disclosure for the purpose of enabling or assisting the Secretary of State or the Treasury to exercise any of their functions under any of the following—

[F3 (a) the Companies Acts (as defined in section 2(1) of the Companies Act 2006);]

[F4 (b) Part 5 of the Criminal Justice Act 1993 (insider dealing);]

(c) the Insolvency Act 1986;

(d) the Company Directors Disqualification Act 1986;

[F5 (da) Part 42 of the Companies Act 2006 (statutory auditors);]

[F6 (e) Parts 3 and 7 of the Companies Act 1989 (investigations and powers to obtain information and financial markets and insolvency);]

(f) the Financial Services and Markets Act 2000.

[F7 (g) the Investment Bank Special Administration Regulations 2011.]

Textual Amendments

F3 Sch. 15D para. 9(a) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 58(2)(a)

F4 Sch. 15D para. 9(b) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 58(2)(b)

F5 Sch. 15D para. 9(da) inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 58(2)(c)

F6 Sch. 15D para. 9(e) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 58(2)(d)

F7 Sch. 15D para. 9(g) inserted (8.2.2011) by The Investment Bank Special Administration Regulations 2011 (S.I. 2011/245), reg. 1, Sch. 6 para. 8 (with reg. 27(a))

10 U.K. A disclosure for the purpose of enabling or assisting the Scottish Ministers to exercise their functions under the enactments relating to insolvency.

11 U.K. A disclosure for the purpose of enabling or assisting the Department of Enterprise, Trade and Investment for Northern Ireland to exercise any powers conferred on it by the enactments relating to companies or insolvency.

12 U.K. A disclosure for the purpose of enabling or assisting a person appointed or authorised by the Department of Enterprise, Trade and Investment for Northern Ireland under the enactments relating to companies or insolvency to exercise his functions.

[F8 13 U.K. A disclosure for the purpose of enabling or assisting the Pensions Regulator to exercise the functions conferred on it by or by virtue of any of the following—

(a) the Pension Schemes Act 1993;

(b) the Pensions Act 1995;

(c) the Welfare Reform and Pensions Act 1999;

(d) the Pensions Act 2004;

(e) any enactment in force in Northern Ireland corresponding to any of those enactments.]

Textual Amendments

F8 Sch. 15D para. 13 substituted (6.4.2005) by Pensions Act 2004 (c. 35), ss. 319, 322, Sch. 12 para. 5(3)(a); S.I. 2005/275, art. 2(7), Sch. Pt. 7 (subject to art. 2(12))

[F9 13A U.K. A disclosure for the purpose of enabling or assisting the Board of the Pension Protection Fund to exercise the functions conferred on it by or by virtue of Part 2 of the Pensions Act 2004 or any enactment in force in Northern Ireland corresponding to that Part.]

Textual Amendments

F9 Sch. 15D para. 13A inserted (6.4.2005) by Pensions Act 2004 (c. 35), ss. 319, 322, Sch. 12 para. 5(3)(b); S.I. 2005/275, art. 2(7), Sch. Pt. 7 (subject to art. 2(12))

14 U.K. A disclosure for the purpose of enabling or assisting the Bank of England to exercise its functions.

15 U.K. A disclosure for the purpose of enabling or assisting the body known as the Panel on Takeovers and Mergers to exercise its functions.

16 U.K. A disclosure for the purpose of enabling or assisting organs of the Society of Lloyd’s (being organs constituted by or under the Lloyd’s Act 1982) to exercise their functions under or by virtue of the Lloyd’s Acts 1871 to 1982.

17 U.K. A disclosure for the purpose of enabling or assisting the [F10 Competition and Markets Authority] to exercise its functions under any of the following—

(a) the Fair Trading Act 1973;

F11 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F12 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) the Competition Act 1980;

(e) the Competition Act 1998;

(f) the Financial Services and Markets Act 2000;

(g) the Enterprise Act 2002;

(h) F13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(i) the Unfair Terms in Consumer Contracts Regulations 1999 (S.I. 1999/2083).

[F14 (j) the Business Protection from Misleading Marketing Regulations 2008;

(k) the Consumer Protection from Unfair Trading Regulations 2008;]

[F15 (l) Parts 3 and 4 of the Enterprise and Regulatory Reform Act 2013.]

Textual Amendments

F10 Words in Sch. 15D para. 17 substituted (1.4.2014) by The Enterprise and Regulatory Reform Act 2013 (Competition) (Consequential, Transitional and Saving Provisions) Order 2014 (S.I. 2014/892), art. 1(1), Sch. 1 para. 42(2)(a) (with art. 3)

F11 Sch. 15D para. 17(b) omitted (26.7.2013 for specified purposes and 1.4.2014 in so far as not already in force) by virtue of The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013 (S.I. 2013/1881), art. 1(2)(6), Sch. para. 1(a)

F12 Sch. 15D para. 17(c) omitted (31.3.2014) by virtue of The Public Bodies (Abolition of the National Consumer Council and Transfer of the Office of Fair Trading’s Functions in relation to Estate Agents etc) Order 2014 (S.I. 2014/631), art. 1(5), Sch. 2 para. 2(a) (with Sch. 1 para. 28, Sch. 2 paras. 13-15)

F13 Sch. 15D para. 17(h) repealed (26.5.2008) by The Consumer Protection from Unfair Trading Regulations 2008 (S.I. 2008/1277), reg. 30(1)(3), Sch. 2 para. 30(a), Sch. 4 Pt. 1 (with reg. 28(2)(3))

F14 Sch. 15D para. 17(j)(k) inserted (26.5.2008) by The Consumer Protection from Unfair Trading Regulations 2008 (S.I. 2008/1277), reg. 30(1), Sch. 2 para. 30(b) (with reg. 28(2)(3))

F15 Sch. 15D para. 17(l) inserted (1.4.2014) by The Enterprise and Regulatory Reform Act 2013 (Competition) (Consequential, Transitional and Saving Provisions) Order 2014 (S.I. 2014/892), art. 1(1), Sch. 1 para. 42(2)(b) (with art. 3)

F16 18 U.K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F16 Sch. 15D para. 18 omitted (1.4.2014) by virtue of The Enterprise and Regulatory Reform Act 2013 (Competition) (Consequential, Transitional and Saving Provisions) Order 2014 (S.I. 2014/892), art. 1(1), Sch. 1 para. 42(3) (with art. 3)

19 U.K. A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Competition Appeal Tribunal.

20 U.K. A disclosure for the purpose of enabling or assisting an enforcer under Part 8 of the Enterprise Act 2002 to exercise its functions under that Part.

21 U.K. A disclosure for the purpose of enabling or assisting the [F17 Charity Commission to exercise its] functions.

Textual Amendments

F17 Words in Sch. 15D para. 21 substituted (27.2.2007) by Charities Act 2006 (c. 50), ss. 75, 79, Sch. 8 para. 76; S.I. 2007/309, art. 2, Sch. (subject to arts. 4-13)

22 U.K. A disclosure for the purpose of enabling or assisting the Attorney General to exercise his functions in connection with charities.

[F18 23 U.K. A disclosure for the purpose of enabling or assisting the Gambling Commission to exercise its functions under any of the following—

(a) the Gambling Act 2005;

(b) sections 5 to 10 and 15 of the National Lottery etc. Act 1993.]

Textual Amendments

F18 Sch. 15D para. 23 substituted (1.10.2013) by The Public Bodies (Merger of the Gambling Commission and the National Lottery Commission) Order 2013 (S.I. 2013/2329), art. 1(2), Sch. para. 22(a) (with art. 8, Sch. para. 43)

24 U.K. A disclosure by the [F19 Gambling Commission] to the National Audit Office for the purpose of enabling or assisting the Comptroller and Auditor General to carry out an examination under Part 2 of the National Audit Act 1983 into the economy, effectiveness and efficiency with which the [F19 Gambling Commission] has used its resources in discharging its functions under sections 5 to 10 of the National Lottery etc. Act 1993.

Textual Amendments

F19 Words in Sch. 15D para. 24 substituted (1.10.2013) by The Public Bodies (Merger of the Gambling Commission and the National Lottery Commission) Order 2013 (S.I. 2013/2329), art. 1(2), Sch. para. 22(b) (with art. 8, Sch. para. 43)

25 U.K. A disclosure for the purpose of enabling or assisting a qualifying body under the Unfair Terms in Consumer Contracts Regulations 1999 (S.I. 1999/2083) to exercise its functions under those Regulations.

26 U.K. A disclosure for the purpose of enabling or assisting an enforcement authority under [F20 the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013] to exercise its functions under those Regulations.

Textual Amendments

F20 Words in Sch. 15D para. 26 substituted (with application in accordance with reg. 1(2) of the amending S.I.) by The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (S.I. 2013/3134), reg. 1(1), Sch. 4 para. 3 (with reg. 6)

27 U.K. A disclosure for the purpose of enabling or assisting a local weights and measures authority in England and Wales to exercise its functions under section 230(2) of the Enterprise Act 2002.

[F21 27A. U.K. A disclosure for the purpose of enabling or assisting the lead enforcement authority (as defined in section 33(1) of the Estate Agents Act 1979) to exercise its functions under the Estate Agents Act 1979.]

Textual Amendments

F21 Sch. 15D para. 27A inserted (31.3.2014) by The Public Bodies (Abolition of the National Consumer Council and Transfer of the Office of Fair Trading’s Functions in relation to Estate Agents etc) Order 2014 (S.I. 2014/631), art. 1(5), Sch. 2 para. 2(b) (with Sch. 1 para. 28, Sch. 2 paras. 13-15)

28 U.K. A disclosure for the purpose of enabling or assisting the [F22 Financial Conduct Authority or the Prudential Regulation Authority] to exercise its functions under any of the following—

(a) the legislation relating to friendly societies or to industrial and provident societies;

[F23 (aa) the Consumer Credit Act 1974;]

(b) the Building Societies Act 1986;

(c) Part 7 of the Companies Act 1989;

(d) the Financial Services and Markets Act 2000.

Textual Amendments

F22 Words in Sch. 15D para. 28 substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 47(2) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F23 Sch. 15D para. 28(aa) inserted (26.7.2013 for specified purposes, 1.4.2014 in so far as not already in force) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013 (S.I. 2013/1881), art. 1(2)(6), Sch. para. 1(b)

F24 29 U.K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F24 Sch. 15D para. 29 omitted (1.3.2014) by virtue of Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 10 para. 1; S.I. 2014/377, art. 2(1)(a), Sch. Pt. 1

30 U.K. A disclosure for the purpose of enabling or assisting a body corporate established in accordance with section 212(1) of the Financial Services and Markets Act 2000 (compensation scheme manager) to exercise its functions.

31 (1) A disclosure for the purpose of enabling or assisting a recognised investment exchange or a recognised clearing house to exercise its functions as such. U.K.

(2) Recognised investment exchange and recognised clearing house have the same meaning as in section 285 of the Financial Services and Markets Act 2000.

32 U.K. A disclosure for the purpose of enabling or assisting a body designated under section 326(1) of the Financial Services and Markets Act 2000 (designated professional bodies) to exercise its functions in its capacity as a body designated under that section.

33 U.K. A disclosure with a view to the institution of, or otherwise for the purposes of, civil proceedings arising under or by virtue of the Financial Services and Markets Act 2000.

34 U.K. A disclosure for the purpose of enabling or assisting a body designated by order under [F25 section 1252 of the Companies Act 2006] (delegation of functions of Secretary of State) to exercise its functions under [F26 Part 42 of that Act (statutory auditors)].

Textual Amendments

F25 Words in Sch. 15D para. 34 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 58(3)(a)

F26 Words in Sch. 15D para. 34 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 58(3)(b)

35 U.K. A disclosure for the purpose of enabling or assisting a recognised supervisory or qualifying body (within the meaning of [F27 Part 42 of the Companies Act 2006]) to exercise its functions as such.

Textual Amendments

F27 Words in Sch. 15D para. 35 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 58(4)

36 U.K. A disclosure for the purpose of enabling or assisting an official receiver (including the Accountant in Bankruptcy in Scotland and the Official Assignee in Northern Ireland) to exercise his functions under the enactments relating to insolvency.

37 U.K. A disclosure for the purpose of enabling or assisting the Insolvency Practitioners Tribunal to exercise its functions under the Insolvency Act 1986.

38 U.K. A disclosure for the purpose of enabling or assisting a body which is for the time being a recognised professional body for the purposes of section 391 of the Insolvency Act 1986 [F28 or Article 350 of the Insolvency (Northern Ireland) Order 1989](recognised professional bodies) to exercise its functions as such.

Textual Amendments

F28 Words in Sch. 15D para. 38 inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 58(5)

39 (1) A disclosure for the purpose of enabling or assisting an overseas regulatory authority to exercise its regulatory functions. U.K.

(2) Overseas regulatory authority and regulatory functions have the same meaning as in section 82 of the Companies Act 1989.

40 U.K. A disclosure for the purpose of enabling or assisting the Regulator of Community Interest Companies to exercise functions under the Companies (Audit, Investigations and Community Enterprise) Act 2004.

41 U.K. A disclosure with a view to the institution of, or otherwise for the purposes of, criminal proceedings.

42 U.K. A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings on an application under section 6, 7 or 8 of the Company Directors Disqualification Act 1986 [F29 or Article 9, 10 or 11 of the Company Directors Disqualification (Northern Ireland) Order 2002].

Textual Amendments

F29 Words in Sch. 15D para. 42 inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 58(6)

[F30 43 U.K. A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Upper Tribunal in respect of—

[F31 (a) a decision of the Financial Conduct Authority;

(aa) a decision of the Prudential Regulation Authority;]

(b) a decision of the Bank of England; or

(c) a decision of a person relating to the assessment of any compensation or consideration under the Banking (Special Provisions) Act 2008 or the Banking Act 2009.]

Textual Amendments

F30 Sch. 15D para. 43 substituted (6.4.2010) by The Transfer of Tribunal Functions Order 2010 (S.I. 2010/22), art. 1(2)(e), Sch. 2 para. 5(a) (with Sch. 5)

F31 Sch. 15D para. 43(a)(aa) substituted for Sch. 15D para. 43(a) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 47(4) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

44 U.K. A disclosure for the purposes of proceedings before the Financial Services Tribunal by virtue of the Financial Services and Markets Act 2000 (Transitional Provisions) (Partly Completed Procedures) Order 2001 (S.I. 2001/3592).

[F32 44A U.K. A disclosure for the purposes of proceedings before [F33 the Pensions Regulator Tribunal] [F33 a tribunal in relation to a decision of the Pensions Regulator] .]

Textual Amendments

F32 Sch. 15D para. 44A inserted (6.4.2005) by Pensions Act 2004 (c. 35), ss. 319, 322, Sch. 4 para. 19 (with s. 313); S.I. 2005/275, art. 2(7), Sch. Pt. 7 (subject to art. 2(12))

F33 Words in Sch. 15D para. 44A substituted (E.W.S.) (6.4.2010) by The Transfer of Tribunal Functions Order 2010 (S.I. 2010/22), art. 1(2)(e), Sch. 2 para. 5(b) (with Sch. 5)

45 U.K. A disclosure for the purpose of enabling or assisting a body appointed under section 14 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (supervision of periodic accounts and reports of issuers of listed securities) to exercise functions mentioned in subsection (2) of that section.

46 [F34 (1)] A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a [F35 relevant lawyer] , auditor, accountant, valuer or actuary of his professional duties. U.K.

[F36 (2) “Relevant lawyer” means—

(a) a person who, for the purposes of the Legal Services Act 2007, is an authorised person in relation to an activity which constitutes a reserved legal activity (within the meaning of that Act),

(b) a solicitor or barrister in Northern Ireland, or

(c) a solicitor or advocate in Scotland.]

Textual Amendments

F34 Sch. 15D para. 46 renumbered as Sch. 15D para. 46(1) (1.1.2010) by Legal Services Act 2007 (c. 29), ss. 208, 211, Sch. 21 para. 63(a) (with ss. 29, 192, 193); S.I. 2009/3250, art. 2(h)

F35 Words in Sch. 15D para. 46(1) substituted (1.1.2010) by Legal Services Act 2007 (c. 29), ss. 208, 211, Sch. 21 para. 63(b) (with ss. 29, 192, 193); S.I. 2009/3250, art. 2(h)

F36 Sch. 15D para. 46(2) inserted (1.1.2010) by Legal Services Act 2007 (c. 29), ss. 208, 211, Sch. 21 para. 63(c) (with ss. 29, 192, 193); S.I. 2009/3250, art. 2(h)

47 (1) A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a public servant of his duties. U.K.

(2) Public servant means an officer or employee of the Crown or of any public or other authority for the time being designated for the purposes of this paragraph by the Secretary of State by order.

(3) An order under sub-paragraph (2) must be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

48 U.K. A disclosure for the purpose of the provision of a summary or collection of information framed in such a way as not to enable the identity of any person to whom the information relates to be ascertained.

49 U.K. A disclosure in pursuance of any [F37 EU] obligation.

Textual Amendments

F37 Words in Act substituted (22.4.2011) by The Treaty of Lisbon (Changes in Terminology) Order 2011 (S.I. 2011/1043), arts. 2, 3, 6 (with art. 3(2)(3), 4(2), 6(4)(5))

F38 50 U.K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ]

Textual Amendments

F38 Sch. 15D para. 50 omitted (1.10.2013) by virtue of The Public Bodies (Merger of the Gambling Commission and the National Lottery Commission) Order 2013 (S.I. 2013/2329), art. 1(2), Sch. para. 22(c) (with art. 8, Sch. para. 43)