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

[F3 (4) Sections 434 to 436 apply for the purposes of an investigation under this section to the following persons as they apply to officers of the company or of the other body corporate—

(a) an authorised person;

(b) a relevant professional;

(c) a person not falling within paragraph (a) or (b) who may carry on a regulated activity without contravening the prohibition imposed by section 19 of the Financial Services and Markets Act 2000; and

(d) in relation to an authorised person, to a relevant professional or to a person falling within paragraph (c)—

(i) if it is a body corporate, any person who is or has been an officer of it;

(ii) if it is a partnership, any person who is or has been a partner in it;

(iii) if it is an unincorporated association, any person who is or has been a member of its governing body or an officer of it.

F3 (4A) In subsection (4)—

• “authorised person” has the meaning given in section 31(2) of the Financial Services and Markets Act 2000;

• “relevant professional” means a member of a profession in relation to which a body has been designated under section 326(1) of that Act, and, in relation to such a profession, “member” has the meaning given in section 325(2) of that Act.]

(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)(4A) substituted (1.12.2001) for s. 446(4) by S.I. 2001/3649, art. 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