Companies Act 1985

446 Investigation of share dealings. U.K.

(1) If it appears to the Secretary of State that there are circumstances suggesting that contraventions may have occurred, in relation to a company’s shares or debentures, of section 323 or 324 (taken with Schedule 13), or of subsections (3) to (5) of section 328 (restrictions on share dealings by directors and their families; obligation of director to disclose shareholding in his own company), he may appoint one or more competent inspectors to carry out such investigations as are requisite to establish whether or not such contraventions have occurred and to report the result of their investigations to him.

(2) The appointment of inspectors under this section may limit the period to which their investigation is to extend or confine it to shares or debentures of a particular class, or both.

(3) For purposes of an investigation under this section, sections 434 [F1 to 437] apply—

(a) with the substitution, for references to any other body corporate whose affairs are investigated under section 433(1), of a reference to any other body corporate which is, or has at any relevant time been, the company’s subsidiary or holding company, or a subsidiary of its holding company, . . . F2

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F2

(4) Sections 434 to 436 apply under the preceding subsection—

[F3 (a) to any individual who is an authorised person within the meaning of the Financial Services Act 1986;

(b) to any individual who holds a permission granted under paragraph 23 of Schedule 1 to that Act;

(c) to any officer (whether past or present) of a body corporate which is such an authorised person or holds such a permission;

(d) to any partner (whether past or present) in a partnership which is such an authorised person or holds such a permission;

(e) to any member of the governing body or officer (in either case whether past or present) of an unincorporated association which is such an authorised person or holds such a permission].

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F4

(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F5

(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F6

Textual Amendments

F1 Words substituted by Financial Services Act 1986 (c. 60, SIF 69), s. 182, Sch. 13 para. 8(a)

F2 S. 446(3)(b) and the word “and" preceding it repealed by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24

F3 S. 446(4)(a)–(e) substituted for s. 446(4)(a)–(c) by Financial Services Act 1986 (c. 60, SIF 69), s. 212(2), Sch. 16 para. 21

F4 S. 446(5) repealed by Financial Services Act 1986 (c. 60, SIF 69), ss. 182, 212(3), Sch. 13 para. 8(b), Sch. 17 Pt. I

F5 S. 446(6) repealed by Financial Services Act 1986 (c. 60, SIF 69), s. 212(3), Sch. 17 Pt. I

F6 S. 446(7) repealed by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24

Modifications etc. (not altering text)

C1 S. 446(4)(c)-(e) amended (1.1.1993) by S.I. 1992/3218, reg. 82(1), Sch. 10 Pt. I para.16.

C2 S. 446(4)(c)-(e) amended (1.1.1996) by S.I. 1995/3275, reg. 57, Sch. 10 Pt. I para. 4