Companies Act 1985

744 Expressions used generally in this Act. E+W+S

In this Act, unless the contrary intention appears, the following definitions apply—

• “agent” does not include a person’s counsel acting as such;

• F1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• “articles” means, in relation to a company, its articles of association, as originally framed or as altered by resolution, including (so far as applicable to the company) regulations contained in or annexed to any enactment relating to companies passed before this Act, as altered by or under any such enactment;

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F2

• [F3 “authorised minimum” has the meaning given by section 118;]

• “bank holiday” means a holiday under the M1 Banking and Financial Dealings Act 1971;

• [F4 “banking company” means a company which is authorised under the Banking Act 1987;]

• “books and papers” and “books or papers” include accounts, deeds, writings and documents;

• “the Companies Acts” means this Act, the [F5 insider dealing legislation] and the Consequential Provisions Act;

• “the Consequential Provisions Act” means the M2 Companies Consolidation (Consequential Provisions) Act 1985;

• “the court”, in relation to a company, means the court having jurisdiction to wind up the company;

• “debenture” includes debenture stock, bonds and any other securities of a company, whether constituting a charge on the assets of the company or not;

• “document” includes summons, notice, order, and other legal process, and registers;

• [F6 'EEA State’ means a State which is a Contracting Party to the Agreement on the European Economic Area signed at Oporto on 2nd May 1992 M3 as adjusted by the Protocol signed at Brussels on 17th March 1993 M4 .]

• “equity share capital” means, in relation to a company, its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution;

• [F7 “expert” has the meaning given by section 62;]

• [F8 “floating charge” includes a floating charge within the meaning given by section 462;]

• “the Gazette” means, as respects companies registered in England and Wales, the London Gazette and, as respects companies registered in Scotland, the Edinburgh Gazette;

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F9 ;

• “hire-purchase agreement” has the same meaning as in the M5 Consumer Credit Act 1974;

• [F10 “the insider dealing legislation” means Part V of the Criminal Justice Act 1993 (insider dealing).]

• “insurance company” means the same as in the M6 Insurance Companies Act 1982;

• [F11 “joint stock company” has the meaning given by section 683;]

• “memorandum”, in relation to a company, means its memorandum of association, as originally framed or as altered in pursuance of any enactment;

• “number”, in relation to shares, includes amount, where the context admits of the reference to shares being construed to include stock;

• “officer”, in relation to a body corporate, includes a director, manager or secretary;

• “official seal”, in relation to the registrar of companies, means a seal prepared under section 704(4) for the authentication of documents required for or in connection with the registration of companies;

• “oversea company” means—

  (a)

  a company incorporated elsewhere than in Great Britain which, after the commencement of this Act, establishes a place of business in Great Britain, and

  (b)

  a company so incorporated which has, before than commencement, established a place of business and continues to have an established place of business in Great Britain at that commencement;

• “place of business” includes a share transfer or share registration office;

• “prescribed” means—

  (a)

  as respects provisions of this Act relating to winding up, prescribed by general rules . . . F12 , and

  (b)

  otherwise, prescribed by statutory instrument made by the Secretaty of State;

• “prospectus” means any prospectus, notice, circular, advertisement, or other invitation, offering to the public for subscription or purchase any shares in or debentures of a company;

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F13 ;

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F14 ;

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F15 ;

• “the registrar of companies” and “the registrar” means the registrar or other officer performing under this Act the duty of registration of companies in England and Wales or in Scotland, as the case may require;

• “share” means share in the share capital of a company, and includes stock (except where a distinction between shares and stock is express or implied); and

• [F16 “undistributable reserves” has the meaning given by section 264(3).]

Textual Amendments

F1 Definition in s. 744 repealed (3.7.1995) by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), 215(2), Sch. 24; S.I. 1995/1352, art. 3(1)

F2 Definition of “authorised institution” inserted by Banking Act 1987 (c. 22, SIF 10), s. 108(1), Sch. 6 para. 18(8) and is repealed (subject to the transitional and saving provisions in S.I. 1990/355, arts. 5–9, Sch. 3 para. 1) by Companies Act 1989 (c. 40, SIF 27), ss. 23, 212, 213(2), Sch. 10 para. 16, Sch. 24

F3 Definition repealed (prosp.) by Companies Act 1989 (c.40, SIF 27), ss. 212, 213(2), 215(2), Sch. 24

F4 Definition inserted (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 16

F5 Words in s. 744 substituted (1.3.1994) by 1993 c. 36, s. 79(13), Sch. 5 para. 4(2); S.I. 1994/242, arts. 2, 3

F6 Definition of “EEA State” in S. 744 inserted (20.10.1997) by S.I. 1997/2306, reg. 4(1)

F7 Definition repealed (prosp.) by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), 215(2), Sch. 24

F8 Definition repealed (prosp.) by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), 215(2), Sch. 24

F9 Definition of “general rules” repealed by Insolvency Act 1985 (c. 65, SIF 66), s. 235, Sch. 10 Pt. II

F10 Definition in s. 744 substituted (1.3.1994) by 1993 c. 36, ss. 79(13), Sch. 5 para. 4(1); S.I. 1994/242, arts. 2, 3

F11 Definition repealed (prosp.) by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), 215(2), Sch. 24

F12 Words repealed by Insolvency Act 1985 (c. 65, SIF 66), s. 235, Sch. 10 Pt. II

F13 Definition of “prospectus issued generally” repealed (29.4.1988 except as mentioned in S.I. 1988/740, art. 2, Sch.) by Financial Services Act 1986 (c. 60, SIF 69), s. 212(3), Sch. 17 Pt. I

F14 Definition of “recognised bank” repealed by Banking Act 1987 (c. 22, SIF 10), s. 108(1)(2), Sch. 6, para. 18(8), Sch. 7 Pt. I

F15 Definition of “recognised stock exchange” repealed by Financial Services Act 1986 (c. 60, SIF 69), s. 212(3), Sch. 17 Pt. I

F16 Definition repealed (prosp.) by Companies Act 1989 (c. 40, SIF 27), ss. 212, 213(2), 215(2), Sch. 24

Modifications etc. (not altering text)

C1 S. 744: definition of "equity share capital" applied by Ports Act 1991 (c. 52, SIF 58), s. 40(1)

C2 S. 744 amended (7.6.1992) by S.I. 1992/1315, art. 10(1), Sch. 4 para. 2.

Marginal Citations

M1 1971 c. 80.

M2 1985 c. 9.

M3 O.J. L1, 3.1.94, p. 3.

M4 O.J. L1, 3.1.94, p. 571.

M5 1974 c. 39.

M6 1982 c. 50.