Companies Act 1985

733 Offences by bodies corporate. E+W+S

(1) The following applies to offences under any of sections 210, 216(3) [F1 , 245E(3), 245G(7)][F2 , 394A(1)] . . . F3 [F4 , 448, 449 to 451 and 453A] .

(2) Where a body corporate is guilty of such an offence and it is proved that the offence occurred with the consent or connivance of, or was attributable to any neglect on the part of any director, manager, secretary or other similar officer of the body, or any person who was purporting to act in any such capacity, he as well as the body corporate is guilty of that offence and is liable to be proceeded against and punished accordingly.

(3) Where the affairs of a body corporate are managed by its members, . . . F5 subsection (2) above applies in relation to the acts and defaults of a member in connection with his functions of management as if he were a director of the body corporate.

(4) In this section “director”, in relation to an offence under any of sections [F6 448, 449 to 451 and 453A] , includes a shadow director.

Textual Amendments

F1 Words in s. 733(1) inserted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 8; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)

F2 Words inserted (subject to the transitional and saving provisions in S.I. 1990/355, arts. 4, 10, Sch. 4) by Companies Act 1989 (c. 40, SIF 27), ss. 123(3), 213(2)

F3 Words inserted by Insolvency Act 1985 (c. 65, SIF 27), s. 109, Sch. 6 para. 7 and repealed by Insolvency Act 1986 (c. 45, SIF 66), s. 439(1), Sch. 13 Pt. I

F4 Words in s. 733(1) substituted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 23(a); S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)

F5 Words repealed by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), Sch. 24

F6 Words in s. 733(4) substituted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 23(b); S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)

Modifications etc. (not altering text)

C1 S. 733 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 24

C2 S. 733 applied (21.7.1993) by S.I. 1993/1820, reg. 8(5)(b)

S. 733 applied (19.12.1993) by S.I. 1993/3245, reg. 6(5)(b)

S. 733 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I