Companies Act 1989
1989 c. 40
An Act to amend the law relating to company accounts; to make new provision with respect to the persons eligible for appointment as company auditors; to amend the Companies Act 1985 and certain other enactments with respect to investigations and powers to obtain information and to confer new powers exercisable to assist overseas regulatory authorities; to make new provision with respect to the registration of company charges and otherwise to amend the law relating to companies; to amend the Fair Trading Act 1973; to enable provision to be made for the payment of fees in connection with the exercise by the Secretary of State, the Director General of Fair Trading and the Monopolies and Mergers Commission of their functions under Part V of that Act; to make provision for safeguarding the operation of certain financial markets; to amend the Financial Services Act 1986; to enable provision to be made for the recording and transfer of title to securities without a written instrument; to amend the Company Directors Disqualification Act 1986, the Company Securities (Insider Dealing) Act 1985, the Policyholders Protection Act 1975 and the law relating to building societies; and for connected purposes.
[16th November 1989]

Be it enacted by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—
Act extends to Great Britain, but for exceptions see s. 213.
Act modified (21.2.2009) by The Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009 (S.I. 2009/317), arts. 1, 3, Sch.
Act applied (with modifications) (8.2.2011) by The Investment Bank Special Administration Regulations 2011 (S.I. 2011/245), reg. 1, Sch. 6 Pt. 1 (with reg. 27(a))
Act applied (with modifications) (8.7.2021) by The Payment and Electronic Money Institution Insolvency Regulations 2021 (S.I. 2021/716), reg. 2, Sch. 3 paras. 2, 3 (with reg. 5) (as amended (4.1.2024) by The Payment and Electronic Money Institution Insolvency (Amendment) Regulations 2023 (S.I. 2023/1399), regs. 1(2), 4)

Part I Company Accounts

Introduction

1 Introduction.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 1 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

Provisions applying to companies generally

2 Accounting records.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 2 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

3 A company’s financial year and accounting reference periods.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 3 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

4 Individual company accounts.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 4 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

5 Group accounts.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 5 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

6 Additional disclosure required in notes to accounts.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 6 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

7 Approval and signing of accounts.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 7 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

8 Directors’ report.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 8 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

9 Auditors’ report.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 9 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

10 Publication of accounts and reports.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 10 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

11 Laying and delivering of accounts and reports.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 11 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

12 Remedies for failure to comply with accounting requirements.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 12 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

Exemptions and special provisions

13 Small and medium-sized companies and groups.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 13 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

14 Dormant companies.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 14 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

15 Public listed companies: provision of summary financial statement.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 15 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

16 Private companies: election to dispense with laying of accounts and reports before general meeting.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 16 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12, Sch. 3 (as amended by S.I. 2007/2607, arts. 1, 4 and S.I. 2007/3495, arts. 2(6), 11, Sch. 5 para. 2(3)-(7)) and subject to Sch. 1)

17 Unlimited companies: exemption from requirement to deliver accounts and reports.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 17 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

18 Banking and insurance companies and groups: special provisions.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 18 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

Supplementary provisions

19 Accounting standards.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 19 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

20 Power to alter accounting requirements.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 20 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

21 Parent and subsidiary undertakings.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 21 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

22 Other interpretation provisions.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 22 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

Consequential amendments

23 Consequential amendments.
The enactments specified in Schedule 10 have effect with the amendments specified there, which are consequential on the amendments made by the preceding provisions of this Part.

Part II Eligibility for Appointment as Company Auditor

Introduction

24 Introduction.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 24 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

Eligibility for appointment

25 Eligibility for appointment.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 25 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 37(2))

26 Effect of appointment of partnership.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 26 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 37(2))

27 Ineligibility on ground of lack of independence.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 27 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 37(2))

28 Effect of ineligibility.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 28 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 37(2))

29 Power of Secretary of State to require second audit.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 29 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 41(2))

Recognition of supervisory bodies and professional qualifications

30 Supervisory bodies.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 30 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 38(2))

31 Meaning of “appropriate qualification”.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 31 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 38(2))

32 Qualifying bodies and recognised professional qualifications.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 32 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 38(2))

33 Approval of overseas qualifications.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 33 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 38(2)(3))

34 Eligibility of individuals retaining only 1967 Act authorisation.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 34 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 38(2))

Duties of recognised bodies

35 The register of auditors.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 35 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

36 Information about firms to be available to public.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 36 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

37 Matters to be notified to the Secretary of State.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 37 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 39)

38 Power to call for information.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 38 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 39)

39 Compliance orders.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 39 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

40 Directions to comply with international obligations.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 40 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 41(2))

Offences

41 False and misleading statements.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 41 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 41(2))

42 Offences by bodies corporate, partnerships and unincorporated associations.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 42 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 41(2))

43 Time limits for prosecution of offences.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 43 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 41(2))

44 Jurisdiction and procedure in respect of offences.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 44 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 41(2))

Supplementary provisions

45 Fees.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 45 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 41(2))

46 Delegation of functions of Secretary of State.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 46 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 42(1))

46A Circumstances in which Secretary of State may delegate functions to existing body
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 46A inserted (1.1.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 4, 65; S.I. 2004/3322, art. 2(1), Sch. 1
S. 46A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 42(1))

47 Restrictive practices.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 47 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

48 Exemption from liability for damages.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 48 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 38(2))

49 Service of notices.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 49 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 41(2))

50 Power to make consequential amendments.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 50 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12) (with saving in S.I. 2008/948, arts. 2(2), 10)

51 Power to make provision in consequence of changes affecting accountancy bodies.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 51 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

52 Meaning of “associate”.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 52 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 41(3))

53 Minor definitions.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 53 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 41(3))

54 Index of defined expressions.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 54 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 41(3))
Pt. II (ss. 24-54) applied (with modifications) (E.W.S.) (20.10.1993) by 1993 c. xi, ss. 1(2), 6(4)
Pt. II (ss. 24-54) applied (with modifications) (E.W.S.) (21.7.1993) by S.I. 1993/1820, reg. 4, Sch. para.3
Pt. II (ss. 24-54) applied (with modifications) (E.W.S.) (19.12.1993) by S.I. 1993/3245, reg.3(5)
Pt. II (ss. 24-54) applied (with modifications) (E.W.S.) (28.5.1994) by S.I. 1994/1440, art. 37(1)(2) (with arts. 38, 39)
Pt. 2 (ss. 24-54) applied (with modifications) (31.12.2004) by The Insurance Accounts Directive (Lloyd's Syndicate and Aggregate Accounts) Regulations 2004 (S.I. 2004/3219), regs. {3(6)}, {4(5)}
Pt. 2 (ss. 24-54) applied (31.12.2004) by The Insurance Accounts Directive (Lloyd's Syndicate and Aggregate Accounts) Regulations 2004 (S.I. 2004/3219), reg. 14(1)
Pt. II (ss. 24-54) extended (9.2.2005) by The European Communities (Recognition of Professional Qualifications) (First General System) Regulations 2005 (S.I. 2005/18), reg. 11(6) (with reg. 3)
Pt. 2 (ss. 24-54): functions of the Secretary of State transferred to the designated body (E.W.S) (5.9.2005) by The Companies Act 1989 (Delegation) Order 2005 (S.I. 2005/2337), art. 3 (with arts. 7-10)

Part III Investigations and Powers to Obtain Information

Amendments of the Companies Act 1985

55 Investigations by inspectors not leading to published report.
In section 432 of the Companies Act 1985 (appointment of inspectors by Secretary of State), after subsection (2) (investigation of circumstances suggesting misconduct) insert—

“(2A) Inspectors may be appointed under subsection (2) on terms that any report they may make is not for publication; and in such a case, the provisions of section 437(3) (availability and publication of inspectors’ reports) do not apply.”

.
1985 c. 6.

56 Production of documents and evidence to inspectors.
(1) Section 434 of the Companies Act 1985 (production of documents and evidence to inspectors) is amended as follows.
(2) In subsection (1) (duty of officers to assist inspectors), for “books and documents” substitute “documents”.
(3) For subsection (2)(power to require production of documents, attendance or other assistance) substitute—

“(2) If the inspectors consider that an officer or agent of the company or other body corporate, or any other person, is or may be in possession of information relating to a matter which they believe to be relevant to the investigation, they may require him—
(a) to produce to them any documents in his custody or power relating to that matter,
(b) to attend before them, and
(c) otherwise to give them all assistance in connection with the investigation which he is reasonably able to give;
and it is that person’s duty to comply with the requirement.”

.
(4) For subsection (3) (power to examine on oath) substitute—

“(3) An inspector may for the purposes of the investigation examine any person on oath, and may administer an oath accordingly.”

.
(5) After subsection (5) insert—

“(6) In this section “documents” includes information recorded in any form; and, in relation to information recorded otherwise than in legible form, the power to require its production includes power to require the production of a copy of the information in legible form.”

.
(6) In section 436 of the Companies Act 1985 (obstruction of inspectors treated as contempt of court), for subsections (1) and (2) substitute—

“(1) If any person—
(a) fails to comply with section 434(1)(a) or (c),
(b) refuses to comply with a requirement under section 434(1)(b) or (2), or
(c) refuses to answer any question put to him by the inspectors for the purposes of the investigation,
the inspectors may certify that fact in writing to the court.”

.
1985 c. 6.

57 Duty of inspectors to report.
In section 437 of the Companies Act 1985 (inspectors’ reports), after subsection (1A) insert—

“(1B) If it appears to the Secretary of State that matters have come to light in the course of the inspectors’ investigation which suggest that a criminal offence has been committed, and those matters have been referred to the appropriate prosecuting authority, he may direct the inspectors to take no further steps in the investigation or to take only such further steps as are specified in the direction.
(1C) Where an investigation is the subject of a direction under subsection (1B), the inspectors shall make a final report to the Secretary of State only where—
(a) they were appointed under section 432(1) (appointment in pursuance of an order of the court), or
(b) the Secretary of State directs them to do so.”

.

58 Power to bring civil proceedings on the company’s behalf.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 58 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2006/3428, art. 7(c), Sch. 4 Pt. 1

59 Expenses of investigating a company’s affairs.
(1) Section 439 of the Companies Act 1985 (expenses of investigating a company’s affairs) is amended as follows.
(2) For subsection (1) substitute—

“(1) The expenses of an investigation under any of the powers conferred by this Part shall be defrayed in the first instance by the Secretary of State, but he may recover those expenses from the persons liable in accordance with this section.
There shall be treated as expenses of the investigation, in particular, such reasonable sums as the Secretary of State may determine in respect of general staff costs and overheads.”

.
(3) In subsection (4) for “the inspectors’ report” substitute “ an inspectors’ report ”.
(4) For subsection (5) substitute—

“(5) Where inspectors were appointed—
(a) under section 431, or
(b) on an application under section 442(3),
the applicant or applicants for the investigation is or are liable to such extent (if any) as the Secretary of State may direct.”

.

60 Power of Secretary of State to present winding-up petition.
(1) Section 440 of the Companies Act 1985 (power of Secretary of State to present winding-up petition) is repealed; but the following amendments have the effect of re-enacting that provision, with modifications.
1985 c. 6.
(2) In section 124(4) of the Insolvency Act 1986 (application by Secretary of State for company to be wound up by the court), for paragraph (b) substitute—

“(b) in a case falling within section 124A below.”

.
1986 c. 45.
(3) After that section insert—

“124A Petition for winding up on grounds of public interest.
(1) Where it appears to the Secretary of State from—
(a) any report made or information obtained under Part XIV of the Companies Act 1985 (company investigations, &c.),
(b) any report made under section 94 or 177 of the Financial Services Act 1986 or any information obtained under section 105 of that Act,
(c) any information obtained under section 2 of the Criminal Justice Act 1987 or section 52 of the Criminal Justice (Scotland) Act 1987 (fraud investigations), or
(d) any information obtained under section 83 of the Companies Act 1989 (powers exercisable for purpose of assisting overseas regulatory authorities),
that it is expedient in the public interest that a company should be wound up, he may present a petition for it to be wound up if the court thinks it just and equitable for it to be so.
(2) This section does not apply if the company is already being wound up by the court.”

.

61 Inspectors’ reports as evidence.
In section 441 of the Companies Act 1985 (inspectors’ reports to be evidence), in subsection (1) for “sections 431 or 432” substitute “ this Part ”.

62 Investigation of company ownership.
In section 442 of the Companies Act 1985 (power to investigate company ownership), for subsection (3) (investigation on application by members of company) substitute—

“(3) If an application for investigation under this section with respect to particular shares or debentures of a company is made to the Secretary of State by members of the company, and the number of applicants or the amount of shares held by them is not less than that required for an application for the appointment of inspectors under section 431(2)(a) or (b), then, subject to the following provisions, the Secretary of State shall appoint inspectors to conduct the investigation applied for.
(3A) The Secretary of State shall not appoint inspectors if he is satisfied that the application is vexatious; and where inspectors are appointed their terms of appointment shall exclude any matter in so far as the Secretary of State is satisfied that it is unreasonable for it to be investigated.
(3B) The Secretary of State may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding £5,000, or such other sum as he may by order specify, for payment of the costs of the investigation.
An order under this subsection shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.
(3C) If on an application under subsection (3) it appears to the Secretary of State that the powers conferred by section 444 are sufficient for the purposes of investigating the matters which inspectors would be appointed to investigate, he may instead conduct the investigation under that section.”

.

63 Secretary of State’s power to require production of documents.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 63 repealed (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 64, 65, Sch. 8; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to transitional provisions in arts. 4-13)

64 Entry and search of premises.
(1) For section 448 of the Companies Act 1985 (entry and search of premises) substitute—

“448 Entry and search of premises.
(1) A justice of the peace may issue a warrant under this section if satisfied on information on oath given by or on behalf of the Secretary of State, or by a person appointed or authorised to exercise powers under this Part, that there are reasonable grounds for believing that there are on any premises documents whose production has been required under this Part and which have not been produced in compliance with the requirement.
(2) A justice of the peace may also issue a warrant under this section if satisfied on information on oath given by or on behalf of the Secretary of State, or by a person appointed or authorised to exercise powers under this Part—
(a) that there are reasonable grounds for believing that an offence has been committed for which the penalty on conviction on indictment is imprisonment for a term of not less than two years and that there are on any premises documents relating to whether the offence has been committed,
(b) that the Secretary of State, or the person so appointed or authorised, has power to require the production of the documents under this Part, and
(c) that there are reasonable grounds for believing that if production was so required the documents would not be produced but would be removed from the premises, hidden, tampered with or destroyed.
(3) A warrant under this section shall authorise a constable, together with any other person named in it and any other constables—
(a) to enter the premises specified in the information, using such force as is reasonably necessary for the purpose;
(b) to search the premises and take possession of any documents appearing to be such documents as are mentioned in subsection (1) or (2), as the case may be, or to take, in relation to any such documents, any other steps which may appear to be necessary for preserving them or preventing interference with them;
(c) to take copies of any such documents; and
(d) to require any person named in the warrant to provide an explanation of them or to state where they may be found.
(4) If in the case of a warrant under subsection (2) the justice of the peace is satisfied on information on oath that there are reasonable grounds for believing that there are also on the premises other documents relevant to the investigation, the warrant shall also authorise the actions mentioned in subsection (3) to be taken in relation to such documents.
(5) A warrant under this section shall continue in force until the end of the period of one month beginning with the day on which it is issued.
(6) Any documents of which possession is taken under this section may be retained—
(a) for a period of three months; or
(b) if within that period proceedings to which the documents are relevant are commenced against any person for any criminal offence, until the conclusion of those proceedings.
(7) Any person who intentionally obstructs the exercise of any rights conferred by a warrant issued under this section or fails without reasonable excuse to comply with any requirement imposed in accordance with subsection (3)(d) is guilty of an offence and liable to a fine.
Sections 732 (restriction on prosecutions), 733 (liability of individuals for corporate default) and 734 (criminal proceedings against unincorporated bodies) apply to this offence.
(8) For the purposes of sections 449 and 451A (provision for security of information) documents obtained under this section shall be treated as if they had been obtained under the provision of this Part under which their production was or, as the case may be, could have been required.
(9) In the application of this section to Scotland for the references to a justice of the peace substitute references to a justice of the peace or a sheriff, and for the references to information on oath substitute references to evidence on oath.
(10) In this section “document” includes information recorded in any form.”

.
(2) In Schedule 24 to the Companies Act 1985 (punishment of offences), in the entry relating to section 448(5)—
(a) in the first column for “448(5)” substitute “448(7)”, and
(b) for the entry in the second column substitute—

“Obstructing the exercise of any rights conferred by a warrant or failing to comply with a requirement imposed under subsection (3)(d).”

.
1985 c. 6.

65 Provision for security of information obtained.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 65 repealed (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 64, 65, Sch. 8; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to transitional provisions in arts. 4-13)

66 Punishment for destroying, mutilating, &c. company documents.
(1) Section 450 of the Companies Act 1985 (punishment for destroying, mutilating, &c. company documents) is amended as follows.
1985 c. 6.
(2) In subsection (1) for the opening words down to “insurance company” substitute “An officer of a company, or of an insurance company”, for “body’s” substitute “company’s” and for “the body” substitute “the company”.
(3) For subsection (4) substitute—

“(4) Sections 732 (restriction on prosecutions), 733 (liability of individuals for corporate default) and 734 (criminal proceedings against unincorporated bodies) apply to an offence under this section.”

.
(4) After that subsection insert—

“(5) In this section “document” includes information recorded in any form.”

.

67 Punishment for furnishing false information.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 67 repealed (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 64, 65, Sch. 8; S.I. 2004/3322, art. 2(2), Sch. 2 (with transitional provisions in arts. 4-13)

68 Disclosure of information by Secretary of State or inspector.
For section 451A of the Companies Act 1985 (disclosure of information by the Secretary of State) substitute—

“451A Disclosure of information by Secretary of State or inspector.
(1) This section applies to information obtained under sections 434 to 446.
(2) The Secretary of State may, if he thinks fit—
(a) disclose any information to which this section applies to any person to whom, or for any purpose for which, disclosure is permitted under section 449, or
(b) authorise or require an inspector appointed under this Part to disclose such information to any such person or for any such purpose.
(3) Information to which this section applies may also be disclosed by an inspector appointed under this Part to—
(a) another inspector appointed under this Part or an inspector appointed under section 94 or 177 of the Financial Services Act 1986, or
(b) a person authorised to exercise powers under section 44 of the Insurance Companies Act 1982, section 447 of this Act, section 106 of the Financial Services Act 1986 or section 84 of the Companies Act 1989.
(4) Any information which may by virtue of subsection (3) be disclosed to any person may be disclosed to any officer or servant of that person.
(5) The Secretary of State may, if he thinks fit, disclose any information obtained under section 444 to—
(a) the company whose ownership was the subject of the investigation,
(b) any member of the company,
(c) any person whose conduct was investigated in the course of the investigation,
(d) the auditors of the company, or
(e) any person whose financial interests appear to the Secretary of State to be affected by matters covered by the investigation.”

.

69 Protection of banking information.
(1) Section 452 of the Companies Act 1985 (privileged information) is amended as follows.
1985 c. 6.
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 69(2)(4) repealed (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 64, 65, Sch. 8; S.I. 2004/3322, art. 2(2), Sch. 2 (with transitional provisions in arts. 4-13)
(3) After that subsection insert—

“(1A) Nothing in section 434, 443 or 446 requires a person (except as mentioned in subsection (1B) below) to disclose information or produce documents in respect of which he owes an obligation of confidence by virtue of carrying on the business of banking unless—
(a) the person to whom the obligation of confidence is owed is the company or other body corporate under investigation,
(b) the person to whom the obligation of confidence is owed consents to the disclosure or production, or
(c) the making of the requirement is authorised by the Secretary of State.
(1B) Subsection (1A) does not apply where the person owing the obligation of confidence is the company or other body corporate under investigation under section 431, 432 or 433.”

.
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70 Investigation of oversea companies.
In section 453 of the Companies Act 1985 (investigation of oversea companies), for subsection (1) substitute—

“(1) The provisions of this Part apply to bodies corporate incorporated outside Great Britain which are carrying on business in Great Britain, or have at any time carried on business there, as they apply to companies under this Act; but subject to the following exceptions, adaptations and modifications.
(1A) The following provisions do not apply to such bodies—
(a) section 431 (investigation on application of company or its members),
(b) section 438 (power to bring civil proceedings on the company’s behalf),
(c) sections 442 to 445 (investigation of company ownership and power to obtain information as to those interested in shares, &c.), and
(d) section 446 (investigation of share dealings).
(1B) The other provisions of this Part apply to such bodies subject to such adaptations and modifications as may be specified by regulations made by the Secretary of State.”

.

71 Investigation of unregistered companies.
In Schedule 22 to the Companies Act 1985 (provisions applying to unregistered companies), for the entry relating to Part XIV substitute—

“Part XIV (except section 446)	Investigation of companies and their affairs; requisition of documents.	—”

.

Amendments of the Financial Services Act 1986

72 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 72-77 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(a)

73 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 72-77 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(a)

74 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 72-77 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(a)

75 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 72-77 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(a)

76 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 72-77 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(a)

Amendments of other enactments

77 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 72-77 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(a)

78 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 78 repealed (2.4.2001) by 2000 c. 39, s. 15, Sch. 5; S.I. 2001/766, art. 2(c)(iii)

79 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 79 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(b)

80 Amendment of the Building Societies Act 1986.
In section 53 of the Building Societies Act 1986 (confidentiality of information obtained by the Building Societies Commission), in subsection (7)(b) (functions of Secretary of State for purposes of which disclosure may be made) after sub-paragraph (ii) insert—

“, or
(iii) Part II, III or VII of the Companies Act 1989;”

.
S. 80 wholly in force at 25.4.1991 see s. 215 and S.I. 1990/142 and 1991/878, art. 2, Sch.
1986 c. 53.

81 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 81 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(c)

Powers exercisable to assist overseas regulatory authorities

82 Request for assistance by overseas regulatory authority.
(1) The powers conferred by section 83 are exercisable by the Secretary of State for the purpose of assisting an overseas regulatory authority which has requested his assistance in connection with inquiries being carried out by it or on its behalf.
(2) An “overseas regulatory authority” means an authority which in a country or territory outside the United Kingdom exercises—
(a) any function corresponding to—
(i) any function of the Secretary of State under the Companies Act 1985 or the Companies Act 2006;
Words in s. 82(2)(a)(i) inserted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 157
(ii) any function of the FCA, the PRA or the Bank of England under the Financial Services and Markets Act 2000;
Words in s. 82(2)(a)(ii) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 63(2)(a) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
(iii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 82(2)(a)(iii) omitted (1.4.2013) by virtue of Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 63(2)(b) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
S. 82(2)(a) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 76(2)
(b) any function in connection with the investigation of, or the enforcement of rules (whether or not having the force of law) relating to, conduct of the kind prohibited by Part V of the Criminal Justice Act 1993 (insider dealing), or
Words in s. 82(2)(b) substituted (1.3.1994) by 1993 c. 36, s. 79(13), Sch. 5 Pt. I para. 16; S.I. 1994/242, art. 2, Sch.
(c) any function prescribed for the purposes of this subsection by order of the Secretary of State, being a function which in the opinion of the Secretary of State relates to companies or financial services.
An order under paragraph (c) shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.
(3) The Secretary of State shall not exercise the powers conferred by section 83 unless he and the corresponding UK regulator (if any) are satisfied that the assistance requested by the overseas regulatory authority is for the purposes of its regulatory functions.
An authority’s “regulatory functions” means any functions falling within subsection (2) and any other functions relating to companies or financial services.
S. 82(3) modified (cond.) (1.4.2013) by The Financial Services Act 2012 (Transitional Provisions) (Miscellaneous Provisions) Order 2013 (S.I. 2013/442), arts. 1(3), 64(2)
Words in s. 82(3) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 76(3)
Words in s. 82(3) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 63(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
(3A) In subsection (3), “the corresponding UK regulator” means such one or more of the FCA, PRA and the Bank of England as appears to the Secretary of State to exercise functions corresponding to the regulatory functions for the purposes of which the request is made.
S. 82(3A) inserted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 63(4) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
(4) In deciding whether to exercise those powers the Secretary of State may take into account, in particular—
(a) whether corresponding assistance would be given in that country or territory to an authority exercising regulatory functions in the United Kingdom;
(b) whether the inquiries relate to the possible breach of a law, or other requirement, which has no close parallel in the United Kingdom or involves the assertion of a jurisdiction not recognised by the United Kingdom;
(c) the seriousness of the matter to which the inquiries relate, the importance to the inquiries of the information sought in the United Kingdom and whether the assistance could be obtained by other means;
(d) whether it is otherwise appropriate in the public interest to give the assistance sought.
(5) Before deciding whether to exercise those powers in a case where the overseas regulatory authority is a banking supervisor, the Secretary of State shall consult the FCA and the PRA.
A “banking supervisor” means an overseas regulatory authority with respect to which the FCA or the PRA has notified the Secretary of State, for the purposes of this subsection, that it exercises functions corresponding to those of the body giving the notificationin relation to authorised persons with permission under the Financial Services and Markets Act 2000 to accept deposits.
S. 82(5) restricted (cond.) (1.4.2013) by The Financial Services Act 2012 (Transitional Provisions) (Miscellaneous Provisions) Order 2013 (S.I. 2013/442), arts. 1(3), 64(3)
Words in s. 82(5) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 63(5)(a) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 82(5) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 63(5)(b) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 82(5) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 63(5)(c) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in the definition of “banking supervisor” in s. 82(5) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 76(4)
(5A) In subsection (5), “authorised person” has the meaning given in the Financial Services and Markets Act 2000 and the references to deposits and their acceptance must be read with—
(a) section 22 of that Act;
(b) any relevant order under that section; and
(c) Schedule 2 to that Act.
S. 82(5A) inserted (1.12.2001) by S.I. 2001/3649, arts. 1, 76(5)
(6) The Secretary of State may decline to exercise those powers unless the overseas regulatory authority undertakes to make such contribution towards the costs of their exercise as the Secretary of State considers appropriate.
(7) References in this section to financial services include, in particular, investment business, insurance and banking.
S. 82(3): (7.6.1992) certain functions made exercisable concurrently by the Secretary of State and the Treasury by S.I. 1992/1315, arts. 5, 8, Sch. 3 para. 3 (with art. 6).

83 Power to require information, documents or other assistance.
(1) The following powers may be exercised in accordance with section 82, if the Secretary of State considers there is good reason for their exercise.
(2) The Secretary of State may require any person—
(a) to attend before him at a specified time and place and answer questions or otherwise furnish information with respect to any matter relevant to the inquiries,
(b) to produce at a specified time and place any specified documents which appear to the Secretary of State to relate to any matter relevant to the inquiries, and
(c) otherwise to give him such assistance in connection with the inquiries as he is reasonably able to give.
(3) The Secretary of State may examine a person on oath and may administer an oath accordingly.
(4) Where documents are produced the Secretary of State may take copies or extracts from them.
(5) A person shall not under this section be required to disclose information or produce a document which he would be entitled to refuse to disclose or produce on grounds of legal professional privilege in proceedings in the High Court or on grounds of confidentiality as between client and professional legal adviser in proceedings in the Court of Session, except that a lawyer may be required to furnish the name and address of his client.
(6) A statement by a person in compliance with a requirement imposed under this section may be used in evidence against him.
(6A) However, in criminal proceedings in which that person is charged with an offence to which this subsection applies—
(a) no evidence relating to the statement may be adduced, and
(b) no question relating to it may be asked,
by or on behalf of the prosecution, unless evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that person.
S. 83(6A)(6B) inserted (14.4.2000 for E.W., N.I. and 1.1.2001 for S.) by 1999 c. 23, s. 59, Sch. 3 para.21 (with s. 63(2), Sch. 7 paras. 3(3), 5(2)); S.I. 2000/1034, arts. 2(a), 3(2); S.S.I. 2000/445, art. 2
(6B) Subsection (6A) applies to any offence other than—
(a) an offence under section 85;
(b) an offence under section 2 or 5 of the Perjury Act 1911 (false statements made on oath otherwise than in judicial proceedings or made otherwise than on oath);
1911 c. 6.
(c) an offence under section 44(1) or (2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (false statements made on oath or otherwise than on oath); or
1995 c. 39.
(d) an offence under Article 7 or 10 of the Perjury (Northern Ireland) Order 1979 (false statements made on oath otherwise than in judicial proceedings or made otherwise than on oath).
S.I. 1979/1714 (N.I. 19).
(7) Where a person claims a lien on a document, its production under this section is without prejudice to his lien.
(8) In this section “documents” includes information recorded in any form; and, in relation to information recorded otherwise than in legible form, the power to require its production includes power to require the production of a copy of it in legible form.

84 Exercise of powers by officer, &c.
(1) The Secretary of State may authorise an officer of his or any other competent person to exercise on his behalf all or any of the powers conferred by section 83.
(2) No such authority shall be granted except for the purpose of investigating—
(a) the affairs, or any aspects of the affairs, of a person specified in the authority, or
(b) a subject-matter so specified,
being a person who, or subject-matter which, is the subject of the inquiries being carried out by or on behalf of the overseas regulatory authority.
(3) No person shall be bound to comply with a requirement imposed by a person exercising powers by virtue of an authority granted under this section unless he has, if required, produced evidence of his authority.
(4) A person shall not by virtue of an authority under this section be required to disclose any information or produce any documents in respect of which he owes an obligation of confidence by virtue of carrying on the business of banking unless—
(a) the imposing on him of a requirement with respect to such information or documents has been specifically authorised by the Secretary of State, or
(b) the person to whom the obligation of confidence is owed consents to the disclosure or production.
In this subsection “documents” has the same meaning as in section 83.
(5) Where the Secretary of State authorises a person other than one of his officers to exercise any powers by virtue of this section, that person shall make a report to the Secretary of State in such manner as he may require on the exercise of those powers and the results of exercising them.

85 Penalty for failure to comply with requirement, &c.
(1) A person who without reasonable excuse fails to comply with a requirement imposed on him under section 83 commits an offence and is liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding level 5 on the standard scale, or both.
(2) A person who in purported compliance with any such requirement furnishes information which he knows to be false or misleading in a material particular, or recklessly furnishes information which is false or misleading in a material particular, commits an offence and is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or both;
(b) on summary conviction, to imprisonment for a term not exceeding six months or to a fine not exceeding the statutory maximum, or both.

86 Restrictions on disclosure of information.
(1) This section applies to information relating to the business or other affairs of a person which—
(a) is supplied by an overseas regulatory authority in connection with a request for assistance, or
(b) is obtained by virtue of the powers conferred by section 83, whether or not any requirement to supply it is made under that section.
(2) Except as permitted by section 87 below, such information shall not be disclosed for any purpose—
(a) by the primary recipient, or
(b) by any person obtaining the information directly or indirectly from him,
without the consent of the person from whom the primary recipient obtained the information and, if different, the person to whom it relates.
(3) The “primary recipient” means, as the case may be—
(a) the Secretary of State,
(b) any person authorised under section 84 to exercise powers on his behalf, and
(c) any officer or servant of any such person.
(4) Information shall not be treated as information to which this section applies if it has been made available to the public by virtue of being disclosed in any circumstances in which, or for any purpose for which, disclosure is not precluded by this section.
(5) A person who contravenes this section commits an offence and is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or both;
(b) on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding the statutory maximum, or both.

87 Exceptions from restrictions on disclosure.
(1) Information to which section 86 applies may be disclosed—
(a) to any person with a view to the institution of, or otherwise for the purposes of, relevant proceedings,
(b) for the purpose of enabling or assisting a relevant authority to discharge any relevant function (including functions in relation to proceedings),
S. 87(1)(b) restricted (14.8.2002) by S.I. 2002/1889, art. 3(4)
(c) to the Treasury, if the disclosure is made in the interests of investors or in the public interest,
(d) if the information is or has been available to the public from other sources,
(e) in 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, or
(f) in pursuance of any EU obligation.
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))
(2) The relevant proceedings referred to in subsection (1)(a) are—
(a) any criminal proceedings,
(b) civil proceedings arising under or by virtue of the Financial Services and Markets Act 2000 and proceedings before the Upper Tribunal in respect of—
(i) a decision of the FCA;
S. 87(2)(b)(i)(ia) substituted for s. 87(2)(b)(i) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 64(2) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
(ia) a decision of the PRA;
(ii) a decision of the Bank of England; or
(iii) a decision of a person relating to the assessment of any compensation or consideration under the Banking (Special Provisions) Act 2008 , the Banking Act 2009 or Schedule 11 to the Financial Services and Markets Act 2023,
Words in s. 87(2)(b)(iii) substituted (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 8(2)
S. 87(2)(b) substituted (6.4.2010) by The Transfer of Tribunal Functions Order 2010 (S.I. 2010/22), art. 1(2)(e), Sch. 2 para. 9(a) (with Sch. 5)
(c) disciplinary proceedings relating to—
(i) the exercise by a relevant lawyer, auditor, accountant, valuer or actuary of his professional duties, or
Words in s. 87(2)(c)(i) substituted (1.1.2010) by Legal Services Act 2007 (c. 29), s. 211(2), Sch. 21 para. 82(a) (with ss. 29, 192, 193); S.I. 2009/3250, art. 2(h)
(ii) the discharge by a public servant of his duties.
(d) proceedings before the Pensions Regulator Tribunala tribunal in relation to a decision of the Pensions Regulator.
S. 87(2)(d) inserted (6.4.2005) by Pensions Act 2004 (c. 35), ss. 102(4), 322, Sch. 4 para. 20 (with s. 313); S.I. 2005/275, art. 2(7), Sch. Pt. 7 (subject to art. 2(12))
Words in s. 87(2)(d) 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. 9(b) (with Sch. 5)
(2A) In subsection (2)(c)(i) “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.
S. 87(2A) inserted (1.1.2010) by Legal Services Act 2007 (c. 29), s. 211(2), Sch. 21 para. 82(b) (with ss. 29, 192, 193); S.I. 2009/3250, art. 2(h)
(3) In subsection (2)(c)(ii) “public servant” means an officer or servant of the Crown or of any public or other authority for the time being designated for the purposes of that provision by order of the Secretary of State.
(4) The relevant authorities referred to in subsection (1)(b), and the relevant functions in relation to each such authority, are as follows—
Authority	Functions
The Secretary of State	Functions under— (a)the enactments relating to companies or insolvency; (b)Part 2, this Part or Part 7 of this Act; (c)the Financial Services and Markets Act 2000.
The Treasury.	Functions under— (a)this Part or Part 7 of this Act; (b)the Financial Services and Markets Act 2000.
An inspector appointed under Part 14 of the Companies Act 1985.	Functions under that Part.
A person authorised to exercise powers under section 447 of the Companies Act 1985 or section 84 of this Act.	Functions under that section.
A person appointed under— (a)section 167 of the Financial Services and Markets Act 2000 (general investigations), (b)section 168 of that Act (investigations in particular cases), (c)section 169(1)(b) of that Act (investigation in support of overseas regulator), (d)section 284 of that Act (investigations into affairs of certain collective investment schemes), or (e)regulations made as a result of section 262(2)(k) of that Act (investigations into open-ended investment companies),to conduct an investigation.	Functions in relation to the investigation.
An overseas regulatory authority.	Its regulatory functions (within the meaning of section 82 of this Act).
The Department of Economic Development in Northern Ireland or a person appointed or authorised by that Department.	Functions conferred on it or him by the enactments relating to companies or insolvency.
. . .	. . .
. . .	. . .
. . .	. . .
. . .	. . .
. . .	. . .
. . .	. . .
The Bank of England.	Any of its functions
The FCA or the PRA.	Functions under the enactments relating to friendly societies, under the Building Societies Act 1986 and under the Financial Services and Markets Act 2000.
A body corporate established in accordance with section 212(1) of that Act.	Functions under the Financial Services Compensation Scheme, established in accordance with section 213 of that Act.
A recognised investment exchange, recognised clearing house or recognised CSD (as defined by section 285 of that Act).	Functions in its capacity as an exchange clearing house or central securities depository recognised under that Act.
A body designated under section 326(1) of the Financial Services and Markets Act 2000.	Functions in its capacity as a body designated under that section.
. . .	. . .
A body designated by order under section 1252 of the Companies Act 2006.	Functions under Part 42 of the Companies Act 2006.
A recognised supervisory or qualifying body within the meaning of Part 42 of the Companies Act 2006.	Functions as such a body.
. . .	. . .
. . .	. . .
The Official Receiver or, in Northern Ireland, the Official Assignee for company liquidations or for bankruptcy.	Functions under the enactments relating to insolvency.
A recognised professional body (within the meaning of section 391 of the Insolvency Act 1986).	Functions in its capacity as such a body under the Insolvency Act 1986.
. . .	. . .
The Pensions Regulator	Functions conferred by or by virtue of— (a) the Pension Schemes Act 1993, (b) the Pensions Act 1995, (c) the Welfare Reform and Pensions Act 1999, (d) the Pensions Act 2004, or any enactment in force in Northern Ireland corresponding to an enactment mentioned in paragraphs (a) to (d) above.
The Board of the Pension Protection Fund	Functions conferred by or by virtue of Part 2 of the Pensions Act 2004 or any enactment in force in Northern Ireland corresponding to that Part.
The Competition and Markets Authority	Functions under the Financial Services and Markets Act 2000.
A person authorised by the Secretary of State under sections 245C of the Companies Act 1985.	Functions relating to the securing of compliance by companies with the accounting requirements of that Act).
. . .	. . .
The Comptroller and Auditor General.	Functions under Part 2 of the National Audit Act 1983.
The Scottish Ministers	Functions under the enactments relating to insolvency
The Accountant in Bankruptcy	Functions he has under the enactments relating to insolvency.
The Regulator of Community Interest Companies.	Functions under the Companies (Audit, Investigations and Community Enterprise) Act 2004.
The Gambling Commission	Functions under— (a) the Gambling Act 2005, (b) sections 5 to 10 and 15 of the National Lottery etc. Act 1993.
Note: Article 3(4) of the Companies (Disclosure of Information) (Designated Authorities) (No. 2) Order 2002 restricts the circumstances in which disclosure for the purpose of enabling or assisting the Comptroller and Auditor General to discharge his relevant functions is permitted.
S. 87(4): Entry in the Table substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 77(5)
S. 87(4): Entry in the Table substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 77(6)
S. 87(4): Entry in the Table substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 77(7)
S. 87(4): Entries in the Table substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 77(8)
S. 87(4): Entries in the Table repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 77(4)
S. 87(4) Table: words inserted (1.6.1998) by 1998 c. 11, s. 23, Sch. 5 Pt. IV c. II para. 66(3); S.I. 1998/1120, art. 2
S. 87(4): Entry in the Table substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 77(9)
Words in s. 87(4) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 64(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
S. 87(4): Entries in the Table inserted (1.12.2001) by S.I. 2001/3649, arts. 1, 77(10)
Words in s. 87(4) Table substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), reg. 1, Sch. para. 5(2)(a) (with regs. 7(4), 9(1))
Words in s. 87(4) Table substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), reg. 1, Sch. para. 5(2)(b) (with regs. 7(4), 9(1))
S. 87(4) Table: entries substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 158
S. 87(4): Entry in the Table omitted (30.4.2001) by virtue of S.I. 2001/1283, art. 3(4)
1986 c. 45.
S. 87(4) Table: entries substituted (6.4.2005) for entry relating to the Occupational Pensions Regulatory Authority by Pensions Act 2004 (c. 35), ss. 319(1), 322, Sch. 12 para. 6; S.I. 2005/275, art. 2(7), Sch. Pt. 7 (subject to art. 2(12))
Words in s. 87(4) Table 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. 69 (with art. 3)
Words in the Table in s. 87(4) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 77(11)
S. 87(4) Table: entry inserted (16.8.1993) by S.I. 1993/1826, art. 3
S. 87(4) Table: entry 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. 23(a) (with art. 8, Sch. para. 43)
S. 87(4) Table: Entry inserted (14.8.2002) by S.I. 2002/1889, art. 3(2)
S. 87(4) Table: entries inserted (1.7.1999) by S.I. 1999/1820, art. 4, Sch. 2 Pt. I para. 96
S. 87(4) Table: entry inserted (1.7.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 25, 65, Sch. 2 para. 29; S.I. 2004/3322, art. 2(3), Sch. 3
S. 87(4) Table: entry inserted (1.10.2006) by The Companies (Disclosure of Information) (Designated Authorities) Order 2006 (S.I. 2006/1644), art. 3
Words in s. 87(4) Table 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. 23(b) (with art. 8, Sch. para. 43)
S. 87(4): Table Note added (14.8.2002) by S.I. 2002/1889, art. 3(3)
(5) The Secretary of State may by order amend the Table in subsection (4) so as to—
(a) add any public or other authority to the Table and specify the relevant functions of that authority,
(b) remove any authority from the Table, or
(c) add functions to, or remove functions from, those which are relevant functions in relation to an authority specified in the Table;
and the order may impose conditions subject to which, or otherwise restrict the circumstances in which, disclosure is permitted.
(6) An order under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.
S. 87 amended (temp. from 3.9.2001) by S.I. 2001/2966, art. 7
S. 87 disclosure powers extended (14.12.2001) by 2001 c. 24, ss. 17, 127, Sch. 4 Pt. I para. 28
S. 87 wholly in force at 25.4.1991 see s. 215 and S.I. 1990/142 and 1991/878, art. 2, Sch.

88 Exercise of powers in relation to Northern Ireland.
(1) The following provisions apply where it appears to the Secretary of State that a request for assistance by an overseas regulatory authority may involve the powers conferred by section 83 being exercised in Northern Ireland in relation to matters which are transferred matters within the meaning of the Northern Ireland Constitution Act 1973.
1973 c. 36.
(2) The Secretary of State shall before deciding whether to accede to the request consult the Department of Economic Development in Northern Ireland, and if he decides to accede to the request and it appears to him—
(a) that the powers should be exercised in Northern Ireland, and
(b) that the purposes for which they should be so exercised relate wholly or primarily to transferred matters,
he shall by instrument in writing authorise the Department to exercise in Northern Ireland his powers under section 83.
(3) The following provisions have effect in relation to the exercise of powers by virtue of such an authority with the substitution for references to the Secretary of State of references to the Department of Economic Development in Northern Ireland—
(a) section 84 (exercise of powers by officer, &c.),
(b) section 449 of the Companies Act 1985 and sections 86 and 87 above (restrictions on disclosure of information);
S. 88(3)(b) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 78
(c) section 89 (authority for institution of criminal proceedings);
and references to the Secretary of State in other enactments which proceed by reference to those provisions shall be construed accordingly as being or including references to the Department.
(4) The Secretary of State may after consultation with the Department of Economic Development in Northern Ireland revoke an authority given to the Department under this section.
(5) In that case nothing in the provisions referred to in subsection (3)(b) shall apply so as to prevent the Department from giving the Secretary of State any information obtained by virtue of the authority; and (without prejudice to their application in relation to disclosure by the Department) those provisions shall apply to the disclosure of such information by the Secretary of State as if it had been obtained by him in the first place.
(6) Nothing in this section affects the exercise by the Secretary of State of any powers in Northern Ireland—
(a) in a case where at the time of acceding to the request it did not appear to him that the circumstances were such as to require him to authorise the Department of Economic Development in Northern Ireland to exercise those powers, or
(b) after the revocation by him of any such authority;
and no objection shall be taken to anything done by or in relation to the Secretary of State or the Department on the ground that it should have been done by or in relation to the other.

89 Prosecutions.
Proceedings for an offence under section 85 or 86 shall not be instituted—
(a) in England and Wales, except by or with the consent of the Secretary of State or the Director of Public Prosecutions;
(b) in Northern Ireland, except by or with the consent of the Secretary of State or the Director of Public Prosecutions for Northern Ireland.

90 Offences by bodies corporate, partnerships and unincorporated associations.
(1) Where an offence under section 85 or 86 committed by a body corporate is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, a director, manager, secretary or other similar officer of the body, or a person purporting to act in any such capacity, he as well as the body corporate is guilty of the offence and liable to be proceeded against and punished accordingly.
(2) Where the affairs of a body corporate are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with his functions of management as to a director of a body corporate.
(3) Where an offence under section 85 or 86 committed by a partnership is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, a partner, he as well as the partnership is guilty of the offence and liable to be proceeded against and punished accordingly.
(4) Where an offence under section 85 or 86 committed by an unincorporated association (other than a partnership) is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, any officer of the association or any member of its governing body, he as well as the association is guilty of the offence and liable to be proceeded against and punished accordingly.

91 Jurisdiction and procedure in respect of offences.
(1) Summary proceedings for an offence under section 85 may, without prejudice to any jurisdiction exercisable apart from this section, be taken against a body corporate or unincorporated association at any place at which it has a place of business and against an individual at any place where he is for the time being.
(2) Proceedings for an offence alleged to have been committed under section 85 or 86 by an unincorporated association shall be brought in the name of the association (and not in that of any of its members), and for the purposes of any such proceedings any rules of court relating to the service of documents apply as in relation to a body corporate.
(3) Section 33 of the Criminal Justice Act 1925 and Schedule 3 to the Magistrates’ Courts Act 1980 (procedure on charge of offence against a corporation) apply in a case in which an unincorporated association is charged in England and Wales with an offence under section 85 or 86 as they apply in the case of a corporation.
1925 c. 86.
1980 c. 43.
(4) In relation to proceedings on indictment in Scotland for an offence alleged to have been committed under section 85 or 86 by an unincorporated association, section 70 of the Criminal Procedure (Scotland) Act 1995 (proceedings on indictment against bodies corporate) applies as if the association were a body corporate.
Words in s. 91(4) substituted (1.4.1996) by 1995 c. 40, ss. 5, 7(2), Sch. 4 para. 74(3)
1995 c. 46.
(5) Section 18 of the Criminal Justice Act (Northern Ireland) 1945 and Schedule 4 to the Magistrates’ Courts (Northern Ireland) Order 1981 (procedure on charge of offence against a corporation) apply in a case in which an unincorporated association is charged in Northern Ireland with an offence under section 85 or 86 as they apply in the case of a corporation.
1945 c. 15 (N.I.).
S.I. 1981/1675 (N.I.26).
(6) A fine imposed on an unincorporated association on its conviction of such an offence shall be paid out of the funds of the association.

Part IV Registration of Company Charges

Introduction

92 Introduction.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Registration in the companies charges register

93 Charges requiring registration.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

94 The companies charges register.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

95 Delivery of particulars for registration.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

96 Delivery of further particulars.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

97 Effect of omissions and errors in registered particulars.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

98 Memorandum of charge ceasing to affect company’s property.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

99 Further provisions with respect to voidness of charges.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100 Additional information to be registered.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Copies of instruments and register to be kept by the company

101 Copies of instruments and register to be kept by the company
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Supplementary provisions

102 Power to make further provision by regulations.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103 Other supplementary provisions.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

104 Interpretation, &c.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

105 Charges on property of oversea company.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

106 Application of provisions to unregistered companies.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

107 Consequential amendments.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pt. IV repealed (1.10.2009) by Companies Act 2006 (c. 46), ss. 1180, 1300(2), Sch. 16; S.I. 2008/2860, art. 3(v) (with arts. 7, 8, Sch. 2 para. 1)

Part V Other amendments of Company Law

A company’s capacity and related matters

108 A company’s objects and the power of the directors to bind it.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 108-110 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)

109
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

110 Statement of company’s objects.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

111 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 111 repealed (1.8.1993) by 1993 c. 10, ss. 98(2), 99(1), Sch. 7

112 Charitable companies (Scotland).
(1) In the following provisions (which extend to Scotland only)—
(a) “company” means a company registered under the Companies Act 2006; and
Words in s. 112(1)(a) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 103(2)(a) (with art. 10)
(b) “charity” means a body entered in the Scottish Charity Register.
Words in s. 112(1)(b) substituted (1.4.2006) by The Charities and Trustee Investment (Scotland) Act 2005 (Consequential Provisions and Modifications) Order 2006 (S.I. 2006/242), arts. 1(3), 5, Sch. para. 4
(2) Where a charity is a company or other body corporate having power to alter the instruments establishing or regulating it as a body corporate, no exercise of that power which has the effect of the body ceasing to be a charity shall be valid so as to affect the application of—
(a) any property acquired by virtue of any transfer, contract or obligation previously effected otherwise than for full consideration in money or money’s worth, or any property representing property so acquired,
(b) any property representing income which has accrued before the alteration is made, or
(c) the income from any such property as aforesaid.
(3) Sections 39 and 40 of the Companies Act 2006 (company’s capacity and power of directors to bind company) do not apply to the acts of a company which is a charity except in favour of a person who—
(a) gives full consideration in money or money’s worth in relation to the act in question, and
(b) does not know that the act is not permitted by the company’s constitution or, as the case may be, is beyond the powers of the directors,
Word in s. 112(3)(b) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 103(2)(c) (with art. 10)
or who does not know at the time the act is done that the company is a charity.
Words in s. 112(3) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 103(2)(b) (with art. 10)
(4) However, where such a company purports to transfer or grant an interest in property, the fact that the act was not permitted by the company’s constitution or, as the case may be, that the directors in connection with the act exceeded any limitation on their powers under the company’s constitution, does not affect the title of a person who subsequently acquires the property or any interest in it for full consideration without actual notice of any such circumstances affecting the validity of the company’s act.
Word in s. 112(4) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 103(2)(c) (with art. 10)
(5) In any proceedings arising out of subsection (3) the burden of proving—
(a) that a person knew that an act was not permitted by the company’s constitution or was beyond the powers of the directors, or
Word in s. 112(5)(a) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 103(2)(c) (with art. 10)
(b) that a person knew that the company was a charity,
lies on the person making that allegation.
(6) Where a company is a charity and its name does not include the word “charity” or the word “charitable”, the fact that the company is a charity shall be stated in English in legible characters—
(a) in all business letters of the company,
(b) in all its notices and other official publications,
(c) in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company,
(d) in all conveyances purporting to be executed by the company, and
(e) in all its bills of parcels, invoices, receipts and letters of credit.
(7) In subsection (6)(d) “conveyance” means any document for the creation, transfer, variation or extinction of an interest in land.
(8) If a company fails to comply with subsection (6) it commits an offence.
S. 112(8)-(11) substituted for s. 112(8) (1.10.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(3), Sch. 3 para. 6 (with arts. 6, 11, 12)
(9) An officer of a company, or a person acting on its behalf, who—
(a) issues or authorises the issue of any business letter of the company, or any notice or other official publication of the company, in which the statement required by subsection (6) does not appear, or
(b) issues or authorises the issue of any bill, invoice, receipt or letter of credit in which the statement required by subsection (6) does not appear,
commits an offence.
(10) An officer of a company, or a person acting on its behalf, who signs or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque or order for money or goods in which the statement required by subsection (6) does not appear—
(a) commits an offence, and
(b) is personally liable to the holder of the bill of exchange, promissory note, endorsement, cheque or order for money or goods for the amount of it (unless it is duly paid by the company).
(11) A person guilty of an offence under subsection (8), (9) or (10) is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
Ss 108-112 and Schedule 19 para. 11 were not in force at the 1.2.1991 (base date) but were brought into force on 4.2.1991 by S.I. 1990/2569.

De-regulation of private companies

113 Written resolutions of private companies.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 113 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12, Sch. 3 (as amended by S.I. 2007/2607, arts. 1, 4 and S.I. 2007/3495, arts. 2(6), 11, Sch. 5 para. 2(3)-(7)) and subject to Sch. 1)

114 Written resolutions: supplementary provisions.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 114 repealed (1.10.2007 for s. 114(1) and otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/2194. {art. 8}, Sch. 2 Pt. 1 (with art. 12, Sch. 3 (as amended by S.I. 2007/2607, arts. 1, 4 and S.I. 2007/3495, arts. 2(6), 11, Sch. 5 para. 2(3)-(7)) and subject to Sch. 1)

115 Election by private company to dispense with certain requirements.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 115 repealed (1.10.2007 for the repeal of s. 115(2)(3), 1.10.2009 for the repeal of s. 115(1)) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 3 para. 48); S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)

116 Elective resolution of private company.
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 116 repealed (1.10.2009 for the repeal of s. 116(1)(2)) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) In section 380 (registration of resolutions), in subsection (4) (resolutions to which the section applies), after paragraph (b) insert—

“(bb) an elective resolution or a resolution revoking such a resolution;”

.

117 Power to make further provision by regulations.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 117 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)

Appointment and removal of auditors and related matters

118 Introduction.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 118 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

119 Appointment of auditors.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 119 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

120 Rights of auditors.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 120 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

121 Remuneration of auditors.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 121 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

122 Removal, resignation, &c. of auditors.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 122 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

123 Statement by person ceasing to hold office as auditor.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 123 repealed (6.4.2008 for the repeal of s. 123(1)-(4), 1.10.2009 in so far as not already in force) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12); S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)

124 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 124 repealed (16.10.1992) by Trade Union and Labour Relations (Consolidation) Act 1992 (c. 52), ss. 300(1), 302, Sch. 1 (with Sch. 3)

Company records and related matters

125 Delivery of documents to the registrar.
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 125 repealed (1.10.2009 for the repeal of s. 125(1)) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
(2) For section 707 of the Companies Act 1985 (power of registrar to accept information on microfilm, &c.) substitute—

“707 Delivery to the registrar of documents otherwise than in legible form.
(1) This section applies to the delivery to the registrar under any provision of the Companies Acts of documents otherwise than in legible form.
(2) Any requirement to deliver a document to the registrar, or to deliver a document in the prescribed form, is satisfied by the communication to the registrar of the requisite information in any non-legible form prescribed for the purposes of this section by regulations or approved by the registrar.
(3) Where the document is required to be signed or sealed, it shall instead be authenticated in such manner as may be prescribed by regulations or approved by the registrar.
(4) The document must—
(a) contain in a prominent position the registered number of the company to which it relates,
(b) satisfy any requirements prescribed by regulations for the purposes of this section, and
(c) be furnished in such manner, and conform to such requirements, as the registrar may specify for the purpose of enabling him to read and copy the document.
(5) If a document is delivered to the registrar which does not comply with the requirements of this section, he may serve on the person by whom the document was delivered (or, if there are two or more such persons, on any of them) a notice indicating the respect in which the document does not comply.
(6) Where the registrar serves such a notice, then, unless a replacement document—
(a) is delivered to him within 14 days after the service of the notice, and
(b) complies with the requirements of this section (or section 706) or is not rejected by him for failure to comply with those requirements,
the original document shall be deemed not to have been delivered to him.
But for the purposes of any enactment imposing a penalty for failure to deliver, so far as it imposes a penalty for continued contravention, no account shall be taken of the period between the delivery of the original document and the end of the period of 14 days after service of the registrar’s notice.
(7) The Secretary of State may by regulations make further provision with respect to the application of this section in relation to instantaneous forms of communication.
(8) Regulations made for the purposes of this section may make different provision with respect to different descriptions of document and different forms of communication, and as respects delivery to the registrar for England and Wales and delivery to the registrar for Scotland.”

.

126 Keeping and inspection of company records.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 126-129 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)

127 Supplementary provisions as to company records and related matters.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Miscellaneous

128 Form and articles for partnership company.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

129 Membership of holding company.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

130 Company contracts and execution of documents by companies.
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 130 repealed (1.10.2009 for the repeal of s. 130(1)-(5)(7)) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 130(3) repealed by Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 (c. 40, SIF 27; 68A:2; 76:2), s. 74(2), Sch. 9
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6) The Secretary of State may make provision by regulations applying sections 36 to 36C of the Companies Act 1985 (company contracts; execution of documents; execution of deeds; pre-incorporation contracts, deeds and obligations) to companies incorporated outside Great Britain, subject to such exceptions, adaptations or modifications as may be specified in the regulations.
Regulations under this subsection shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.
Words in s. 130(6) inserted (E.W.) (15.9.2005) by The Regulatory Reform (Execution of Deeds and Documents) Order 2005 (S.I. 2005/1906), arts. 1(1), 10(1), Sch. 1 para. 16
(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

131 Members’ rights to damages, &c.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 131-133 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)

132 Financial assistance for purposes of employees’ share scheme.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

133 Issue of redeemable shares.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

134 Disclosure of interests in shares.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 134 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1

135 Orders imposing restrictions on shares.
(1) The Secretary of State may by regulations made by statutory instrument make such amendments of the provisions of the Companies Act 1985 and the Companies Act 2006 relating to orders imposing restrictions on shares as appear to him necessary or expedient—
(a) for enabling orders to be made in a form protecting the rights of third parties;
(b) with respect to the circumstances in which restrictions may be relaxed or removed;
(c) with respect to the making of interim orders by a court.
1985 c. 6.
Words in s. 135(1) inserted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 159(2)
(2) The provisions referred to in subsection (1) are . . . , section 445 and Part XV of the Companies Act 1985 and section 794 of the Companies Act 2006.
Words in s. 135(2) repealed (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 159(3)(a), Sch. 2
Words in s. 135(2) inserted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 159(3)(b)
(3) The regulations may make different provision for different cases and may contain such transitional and other supplementary and incidental provisions as appear to the Secretary of State to be appropriate.
(4) Regulations under this section shall not be made unless a draft of the regulations has been laid before Parliament and approved by resolution of each House of Parliament.

136 A company’s registered office.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 136 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)

137 Effecting of insurance for officers and auditors of company.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 137 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

138 Increase of limits on certain exemptions.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 138 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/2194. {art. 8}, Sch. 2 Pt. 1 (with art. 12, Sch. 3 (as amended by S.I. 2007/2607, arts. 1, 4 and S.I. 2007/3495, arts. 2(6), 11, Sch. 5 para. 2(3)-(7)) and subject to Sch. 1)

139 Annual returns.
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 139(1)-(3) repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4) In Schedule 1 to the Company Directors Disqualification Act 1986 (matters relevant to determining unfitness of directors), in paragraph 4 (failure of company to comply with certain provisions), for sub-paragraphs (f) and (g) substitute—

“(f) section 363 (duty of company to make annual returns);”

.
1986 c. 46.
(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 139(5) repealed (22.7.2004 with effect in accordance with s. 77 of the amending Act) by Finance Act 2004 (c. 12), s. 326, Sch. 42 Pt. 2(7)

140 Floating charges (Scotland).
(1) In section 463 of the Companies Act 1985 (effect of floating charge on winding up), in subsection (1) for the words “On the commencement of the winding up of a company,” there shall be substituted the words “ Where a company goes into liquidation within the meaning of section 247(2) of the Insolvency Act 1986, ”.
S. 140(1) restricted (20.5.1995) by S.I. 1995/1352, art.4
S. 140(3) restricted (20.5.1995) by S.I. 1995/1352, art.5
S. 140(6) restricted (20.5.1995) by S.I. 1995/1352, art.8
(2) Section 464 of the Companies Act 1985 (ranking of floating charges) is amended as follows.
(3) In subsection (1)(b) at the beginning there shall be inserted the words “ with the consent of the holder of any subsisting floating charge or fixed security which would be adversely affected, ”.
(4) After subsection (1) there shall be inserted the following subsection—

“(1A) Where an instrument creating a floating charge contains any such provision as is mentioned in subsection (1)(a), that provision shall be effective to confer priority on the floating charge over any fixed security or floating charge created after the date of the instrument.”

.
(5) For subsection (3) there shall be substituted—

“(3) The order of ranking of the floating charge with any other subsisting or future floating charges or fixed securities over all or any part of the company’s property is determined in accordance with the provisions of subsections (4) and (5) except where it is determined in accordance with any provision such as is mentioned in paragraph (a) or (b) of subsection (1).”

.
(6) In subsection (5) at the end there shall be added the following paragraph—

“; and
(e) (in the case of a floating charge to secure a contingent liability other than a liability arising under any further advances made from time to time) the maximum sum to which that contingent liability is capable of amounting whether or not it is contractually limited.”

.
(7) In subsection (6) after the words “subject to” there shall be inserted the words “ Part XII and to ”.
(8) In section 466 of the Companies Act 1985 (alteration of floating charges), subsections (4) and (5) and in subsection (6) the words “falling under subsection (4) of this section” shall cease to have effect.
S. 140 partly in force; s. 140 not in force at Royal Assent see s. 215(1)(2); s. 140(1)-(6) in force at 3.7.1995 by S.I. 1995/1352, art. 3(a)

141 Application to declare dissolution of company void.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 141-143 repealed (20.1.2007 for the repeal of s. 143(5), 6.4.2007 for the repeal of s. 143(10), 1.10.2007 for the repeal of s. 143(8)(9), 6.4.2008 for the repeal of s. 143(4), 1.10.2008 for the repeal of s. 141(4) for specified purposes, 1.10.2009 in so far as not already in force) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2006/3428, art. 7(b)(c), Sch. 3 Pt. 1, Sch. 4 Pt. 1 (with arts. 6, 8(2)); S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 3 para. 48); S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12); S.I. 2008/1886, art. 2(f) (with arts. 6, 7); S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)

142 Abolition of doctrine of deemed notice.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

143 Rights of inspection and related matters.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

144 “Subsidiary”, “holding company” and “wholly-owned subsidiary”.
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 144(1)-(3) repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4) Schedule 18 contains amendments and savings consequential on the amendments made by this section; and the Secretary of State may by regulations make such further amendments or savings as appear to him to be necessary or expedient.
(5) Regulations under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.
(6) So much of section 23(3) of the Interpretation Act 1978 as applies section 17(2)(a) of that Act (presumption as to meaning of references to enactments repealed and re-enacted) to deeds or other instruments or documents does not apply in relation to the repeal and re-enactment by this section of section 736 of the Companies Act 1985.

145
The Companies Act 1985 has effect with the further amendments specified in Schedule 19.
S. 145 partly in force; s. 145 not in force at Royal Assent see s. 215(1)(2); s. 145 in force at 3.7.1995 (so far as it extends to paragraph 20 of Schedule 19 to this Act) by S.I. 1995/1352, art. 3(b)

Part VI Mergers and Related Matters

146 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 146 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)

147 Undertakings as alternative to merger reference.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 147 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)

148 Enforcement of undertakings.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 148 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)

149 Temporary restrictions on share dealings.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 149 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)

150 Obtaining control by stages.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 150 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)

151 False or misleading information.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 151 repealed (1.4.2014) by Civil Aviation Act 2012 (c. 19), s. 110(1), Sch. 9 para. 17 (with Sch. 10 paras. 12, 17); S.I. 2013/589, art. 5(1)(b)

152 Fees.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 152 repealed (29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)

152 Fees.
(1) The Secretary of State may by regulations made by statutory instrument require the payment to him or to the Director of such fees as may be prescribed by the regulations in connection with the exercise by the Secretary of State, the Director and the Commission of their functions under Part V of the Fair Trading Act 1973.
1973 c. 41.
(2) The regulations may provide for fees to be payable—
(a) in respect of—
(i) an application for the consent of the Secretary of State under section 58(1) of the Fair Trading Act 1973 to the transfer of a newspaper or of newspaper assets, and
(ii) a notice under section 75A(1) of that Act, and
(b) on the occurrence of any event specified in the regulations.
(3) The events that may be specified in the regulations by virtue of subsection (2)(b) above include—
(a) the making by the Secretary of State of a merger reference to the Commission under section 64 or 75 of the Fair Trading Act 1973,
(b) the announcement by the Secretary of State of his decision not to make a merger reference in any case where, at the time the announcement is made, he would under one of those sections have power to make a such a reference.
(4) The regulations may also contain provision—
(a) for ascertaining the persons by whom fees are payable,
(b) specifying whether any fee is payable to the Secretary of State or to the Director,
(c) for the amount of any fee to be calculated by reference to matters which may include—
(i) in a case involving functions of the Secretary of State under sections 57 to 61 of the Fair Trading Act 1973, the number of newspapers concerned, the number of separate editions (determined in accordance with the regulations) of each newspaper and the average circulation per day of publication (within the meaning of Part V of that Act) of each newspaper, and
1973 c. 41.
(ii) in any other case, the value (determined in accordance with the regulations) of any assets concerned,
(d) as to the time when any fee is to be paid, and
(e) for the repayment by the Secretary of State or the Director of the whole or part of any fee in specified circumstances.
(5) The regulations may make different provision for different cases.
(6) Subsections (2) to (5) above do not prejudice the generality of subsection (1) above.
(7) In determining the amount of any fees to be prescribed by the regulations, the Secretary of State may take into account all costs incurred by him and by the Director in respect of the exercise by him, by the Commission and by the Director of their respective functions—
(a) under Part V of the Fair Trading Act 1973, and
(b) under Parts I, VII and VIII of that Act in relation to merger references or other matters arising under Part V.
(8) A statutory instrument containing regulations under this section shall be subject to annulment in pursuance of a resolution of either House of Parliament.
(9) Fees paid to the Secretary of State or the Director under this section shall be paid into the Consolidated Fund.
(10) In this section—
“the Commission”,
“the Director”, and
“merger reference”,
have the same meaning as in the Fair Trading Act 1973, and “newspaper” has the same meaning as in Part V of that Act.
(11) References in this section to Part V of the Fair Trading Act 1973 and to merger references under section 64 or 75 of that Act or under that Part [include sections 32 to 34 of the Water Industry Act 1991 and any reference under section 32 of that Act].
Words in s. 152(11) substituted (E.W.) (1. 12. 1991) by Water Consolidation (Consequential Provisions) Act 1991 (c. 60, SIF 130), ss. 2(1), 4(2), Sch. 1 para. 52
This version of this provision extends to England and Wales only; a separate version has been created for Scotland and Northern Ireland.

152 Fees.
(1) The Secretary of State may by regulations made by statutory instrument require the payment to him or to the Director of such fees as may be prescribed by the regulations in connection with the exercise by the Secretary of State, the Director and the Commission of their functions under Part V of the Fair Trading Act 1973.
1973 c. 41.
(2) The regulations may provide for fees to be payable—
(a) in respect of—
(i) an application for the consent of the Secretary of State under section 58(1) of the Fair Trading Act 1973 to the transfer of a newspaper or of newspaper assets, and
(ii) a notice under section 75A(1) of that Act, and
(b) on the occurrence of any event specified in the regulations.
(3) The events that may be specified in the regulations by virtue of subsection (2)(b) above include—
(a) the making by the Secretary of State of a merger reference to the Commission under section 64 or 75 of the Fair Trading Act 1973,
(b) the announcement by the Secretary of State of his decision not to make a merger reference in any case where, at the time the announcement is made, he would under one of those sections have power to make a such a reference.
(4) The regulations may also contain provision—
(a) for ascertaining the persons by whom fees are payable,
(b) specifying whether any fee is payable to the Secretary of State or to the Director,
(c) for the amount of any fee to be calculated by reference to matters which may include—
(i) in a case involving functions of the Secretary of State under sections 57 to 61 of the Fair Trading Act 1973, the number of newspapers concerned, the number of separate editions (determined in accordance with the regulations) of each newspaper and the average circulation per day of publication (within the meaning of Part V of that Act) of each newspaper, and
1973 c. 41.
(ii) in any other case, the value (determined in accordance with the regulations) of any assets concerned,
(d) as to the time when any fee is to be paid, and
(e) for the repayment by the Secretary of State or the Director of the whole or part of any fee in specified circumstances.
(5) The regulations may make different provision for different cases.
(6) Subsections (2) to (5) above do not prejudice the generality of subsection (1) above.
(7) In determining the amount of any fees to be prescribed by the regulations, the Secretary of State may take into account all costs incurred by him and by the Director in respect of the exercise by him, by the Commission and by the Director of their respective functions—
(a) under Part V of the Fair Trading Act 1973, and
(b) under Parts I, VII and VIII of that Act in relation to merger references or other matters arising under Part V.
(8) A statutory instrument containing regulations under this section shall be subject to annulment in pursuance of a resolution of either House of Parliament.
(9) Fees paid to the Secretary of State or the Director under this section shall be paid into the Consolidated Fund.
(10) In this section—
“the Commission”,
“the Director”, and
“merger reference”,
have the same meaning as in the Fair Trading Act 1973, and “newspaper” has the same meaning as in Part V of that Act.
(11) References in this section to Part V of the Fair Trading Act 1973 and to merger references under section 64 or 75 of that Act or under that Part include sections 29 and 30 of the Water Act 1989 and any reference under section 29 of that Act.
1989 c. 15.
This version of this provision extends to Scotland and Northern Ireland only; a separate version has been created for England and Wales only.

153 Other amendments about mergers and related matters.
Schedule 20 to this Act has effect.

Part VII Financial Markets and Insolvency

Introduction

154 Introduction.
This Part has effect for the purposes of safeguarding the operation of certain financial markets by provisions with respect to—
(a) the insolvency, winding up or default of a person party to transactions in the market (sections 155 to 172),
(b) the effectiveness or enforcement of certain charges given to secure obligations in connection with such transactions (sections 173 to 176), and
(c) rights and remedies in relation to certain property provided as cover for margin in relation to such transactions or as default fund contribution, or subject to such a charge (sections 177 to 181).
Words in s. 154(c) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(2)
S. 154 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

Recognised bodies

155 Market contracts.
(1) In this Part—
(a) “clearing member client contract” means a contract between a recognised central counterparty and one or more of the parties mentioned in subsection (1A) which is recorded in the accounts of the recognised central counterparty as a position held for the account of a client, an indirect client or a group of clients or indirect clients;
(b) “clearing member house contract” means a contract between a recognised central counterparty and a clearing member recorded in the accounts of the recognised central counterparty as a position held for the account of a clearing member;
(c) “client trade” means a contract between two or more of the parties mentioned in subsection (1A) which corresponds to a clearing member client contract;
(d) “market contracts” means the contracts to which this Part applies by virtue of subsections (2) to (3ZA).
Word in s. 155(1)(d) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(a) (with regs. 7(4), 9(1))
S. 155(1) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(2)(a) (with regs. 52-58)
(1A) The parties referred to in subsections (1)(a) and (c) are—
(a) a clearing member;
(b) a client; and
(c) an indirect client.
S. 155(1A) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(2)(b) (with regs. 52-58)
(2) Except as provided in subsection (2A), in relation to a recognised investment exchange this Part applies to—
(a) contracts entered into by a member or designated non-member of the exchange with a person other than the exchangewhich are either
(i) contracts made on the exchange or on an exchange to whose undertaking the exchange has succeeded whether by amalgamation, merger or otherwise; or
(ii) contracts in the making of which the member or designated non-member was subject to the rules of the exchange or of an exchange to whose undertaking the exchange has succeeded whether by amalgama- tion, merger or otherwise; ...
Word in s. 155(2)(a) omitted (15.6.2009) by virtue of The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(3)(a)
Words in s. 155(2)(a) inserted (11.8.1998) by S.I. 1998/1748, reg. 3(a)
(b) contracts entered into by the exchange, in its capacity as such, with a member of the exchange or with a recognised clearing house or with a recognised CSD or with another recognised investment exchange for the purpose of enabling the rights and liabilities of that member or recognised body under a transaction to be settled; and
S. 155(2)(b)(c) substituted for s. 155(2)(b) (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(3)(a)
Words in s. 155(2)(b)(c) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(b)(i) (with regs. 7(4), 9(1))
Words in s. 155(2)(b)(c) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(b)(ii) (with regs. 7(4), 9(1))
(c) contracts entered into by the exchange with a member of the exchange or with a recognised clearing house or with a recognised CSD or with another recognised investment exchange for the purpose of providing central counterparty clearing services to that member or recognised body.
S. 155(2)(2A) substituted for s. 155(2) by S.I. 1991/880, reg. 3
A “designated non-member” means a person in respect of whom action may be taken under the default rules of the exchange but who is not a member of the exchange.
(2A) Where the exchange in question is a recognised overseas investment exchange, this Part does not apply to a contract that falls within paragraph (a) of subsection (2) (unless it also falls within subsection (3)).
S. 155(2A) substituted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(3)(b)
(2B) In relation to transactions which are cleared through a recognised central counterparty, this Part applies to—
(a) clearing member house contracts;
(b) clearing member client contracts;
(c) client trades, other than client trades excluded by subsection (2C) or (2D); and
Words in s. 155(2B)(c) inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(2)(a)
(d) contracts entered into by the recognised central counterparty with a recognised investment exchange or with a recognised CSD or a recognised clearing house for the purpose of providing central counterparty clearing services to that recognised body.
Words in s. 155(2B)(d) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(c)(i) (with regs. 7(4), 9(1))
Words in s. 155(2B)(d) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(c)(ii) (with regs. 7(4), 9(1))
S. 155(2B)(2C) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(2)(c) (with regs. 52-58)
(2C) A client trade is excluded by this subsection from subsection (2B)(c) if—
(a) the clearing member which is a party to the clearing member client contract corresponding to the client trade defaults; and
(b) the clearing member client contract is not transferred to another clearing member within the period specified for this purpose in the default rules of the recognised central counterparty.
(2D) A client trade is also excluded by this subsection from subsection (2B)(c) if—
(a) the client trade was entered into by a client in the course of providing indirect clearing services to an indirect client;
(b) the client defaults; and
(c) the clearing member client contract corresponding to the client trade is not transferred within—
(i) the period specified for this purpose in the default rules of the recognised central counterparty; or
(ii) if no such period is specified in the default rules of the recognised central counterparty, a period of 14 days beginning with the day on which proceedings in respect of the client’s insolvency are begun.
S. 155(2D) inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(2)(b)
(3) In relation to a recognised clearing house which is not a recognised central counterparty, this Part applies to—
(a) contracts entered into by the clearing house, in its capacity as such, with a member of the clearing house or with a recognised investment exchange or with a recognised CSD or with another recognised clearing house for the purpose of enabling the rights and liabilities of that member or recognised body under a transaction to be settled; and
Words in s. 155(3)(a) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(d)(i) (with regs. 7(4), 9(1))
Words in s. 155(3)(a) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(d)(ii) (with regs. 7(4), 9(1))
(b) contracts entered into by the clearing house with a member of the clearing house or with a recognised investment exchange or with a recognised CSD or with another recognised clearing house for the purpose of providing central counterparty clearing services to that member or recognised body.
Words in s. 155(3)(b) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(d)(i) (with regs. 7(4), 9(1))
Words in s. 155(3)(b) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(d)(ii) (with regs. 7(4), 9(1))
S. 155(3) substituted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(3)(c)
Words in s. 155(3) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(2)(d) (with regs. 52-58)
(3ZA) In relation to a recognised CSD, this Part applies to contracts entered into by the central securities depository with a member of the central securities depository or with a recognised investment exchange or with a recognised clearing house or with another recognised CSD for the purpose of providing authorised central securities depository services to that member or recognised body.
S. 155(3ZA) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(e) (with regs. 7(4), 9(1))
(3A) In this section “central counterparty clearing services” means—
(a) the services provided by a recognised investment exchange or a recognised clearing house to the parties to a transaction in connection with contracts between each of the parties and the investment exchange or clearing house (in place of, or as an alternative to, a contract directly between the parties),
(b) the services provided by a recognised clearing house to a recognised body in connection with contracts between them, or
Words in s. 155(3A)(b) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(f)(i) (with regs. 7(4), 9(1))
(c) the services provided by a recognised investment exchange to a recognised body in connection with contracts between them.
Words in s. 155(3A)(c) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(f)(ii) (with regs. 7(4), 9(1))
S. 155(3A) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(3)(d)
(3B) The reference in subsection (2D)(c)(ii) to the beginning of insolvency proceedings is to—
(a) the making of a bankruptcy application or the presentation of a bankruptcy petition or a petition for sequestration of a client’s estate, or
Words in s. 155(3B)(a) inserted (6.4.2016) by The Enterprise and Regulatory Reform Act 2013 (Consequential Amendments) (Bankruptcy) and the Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) Regulations 2016 (S.I. 2016/481), reg. 1, Sch. 1 para. 9(2)
(b) the application for an administration order or the presentation of a winding-up petition or the passing of a resolution for voluntary winding up, or
(c) the appointment of an administrative receiver.
S. 155(3B)(3C) inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(2)(c)
(3C) In subsection (3B)(b) the reference to an application for an administration order is to be taken to include a reference to—
(a) in a case where an administrator is appointed under paragraph 14 or 22 of Schedule B1 to the Insolvency Act 1986 (appointment by floating charge holder, company or directors) following filing with the court of a copy of a notice of intention to appoint under that paragraph, the filing of the copy of the notice, and
(b) in a case where an administrator is appointed under either of those paragraphs without a copy of a notice of intention to appoint having been filed with the court, the appointment of the administrator.
(3D) In this Part “authorised central securities depository services” means, in relation to a recognised CSD—
(a) the core services listed in Section A of the Annex to the CSD regulation which that central securities depository is authorised to provide pursuant to Article 16 or 19(1)(a) or (c) of the CSD regulation;
(b) the non-banking-type ancillary services listed in or permitted under Section B of that Annex which that central securities depository is authorised to provide, including services notified under Article 19 of the CSD regulation; and
(c) the banking-type ancillary services listed in or permitted under Section C of that Annex which that central securities depository is authorised to provide pursuant to Article 54(2)(a) of the CSD regulation.
S. 155(3D) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(g) (with regs. 7(4), 9(1))
(4) The Secretary of State may by regulations make further provision as to the contracts to be treated as “market contracts”, for the purposes of this Part, in relation to a recognised body.
Words in s. 155(4) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(h) (with regs. 7(4), 9(1))
(5) The regulations may add to, amend or repeal the provisions of subsections (2), (3), (3ZA) and (3D) above.
Words in s. 155(5) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(3)(i) (with regs. 7(4), 9(1))
S. 155 wholly in force at 25.4.1991. See s. 215 and S.I. 1991/488, art. 2(2); 1991/878, art. 2, Sch.

155A Qualifying collateral arrangements and qualifying property transfers
(1) In this Part—
(a) “qualifying collateral arrangements” means the contracts and contractual obligations to which this Part applies by virtue of subsection (2); and
(b) “qualifying property transfers” means the property transfers to which this Part applies by virtue of subsection (4).
(2) In relation to transactions which are cleared through a recognised central counterparty, this Part applies to any contracts or contractual obligations for, or arising out of, the provision of property as margin where—
(a) the margin is provided to a recognised central counterparty and is recorded in the accounts of the recognised central counterparty as an asset held for the account of a client, an indirect client, or a group of clients or indirect clients; or
(b) the margin is provided to a client or clearing member for the purpose of providing cover for exposures arising out of present or future client trades.
(3) In subsection (2)—
(a) “property” has the meaning given by section 436(1) of the Insolvency Act 1986 and
(b) the reference to a contract or contractual obligation for, or arising out of, the provision of property as margin in circumstances falling within paragraph (a) or (b) of that subsection includes a reference to a contract or contractual obligation of that kind which has been amended to reflect the transfer of a clearing member client contract or client trade.
(4) In relation to transactions which are cleared through a recognised central counterparty, this Part applies to—
(a) transfers of property made in accordance with Article 48(7) of the EMIR Level 1 Regulation;
(aa) transfers of property made in accordance with Article 4(6) and (7) of the EMIR Level 2 Regulation or Article 4(6) and (7) of the MIFIR Level 2 Regulation;
S. 155A(4)(aa) substituted (3.1.2018) by The Companies Act 1989 (Financial Markets and Insolvency) (Amendment) Regulations 2017 (S.I. 2017/1247), regs. 1, 2(2)
(b) transfers of property to the extent that they—
(i) are made by a recognised central counterparty to a non-defaulting clearing member instead of, or in place of, a defaulting clearing member;
(ii) represent the termination or close out value of a clearing member client contract which is transferred from a defaulting clearing member to a non-defaulting clearing member; and
(iii) are determined in accordance with the default rules of the recognised central counterparty.
(c) transfers of property to the extent that they—
(i) are made by a clearing member to a non-defaulting client or another clearing member instead of, or in place of, a defaulting client;
(ii) represent the termination or close out value of a client trade which is transferred from a defaulting client to another clearing member or a non-defaulting client; and
(iii) do not exceed the termination or close out value of the clearing member client contract corresponding to that client trade, as determined in accordance with the default rules of the recognised central counterparty.
S. 155A(4)(c) inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(3)(b)
S. 155A inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(3) (with regs. 52-58)

156 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 156 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(e)

157
(1) A recognised body shall give the appropriate regulator at least three months notice of any proposal to amend, revoke or add to its default rules; and the regulator may within three months from receipt of the notice direct the recognised body not to proceed with the proposal, in whole or in part.
Words in s. 157(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(4)(a)(i) (with regs. 7(4), 9(1))
Words in s. 157(1) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 65(2)(a) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 157(1) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(4)(a)(ii) (with regs. 52-58)
Word in s. 157(1) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 65(2)(b) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 157(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(4)(a)(ii) (with regs. 7(4), 9(1))
(1A) The appropriate regulator may, if it considers it appropriate to do so, agree a shorter period of notice and, in a case where it does so, any direction under this section must be given by it within that shorter period.
S. 157(1A) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(4)(b) (with regs. 52-58)
(2) A direction under this section may be varied or revoked.
(3) Any amendment or revocation of, or addition to, the default rules of a recognised body in breach of a direction under this section is ineffective.
Words in s. 157(3) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(4)(b) (with regs. 7(4), 9(1))
(4) The appropriate regulator”—
(a) in relation to a recognised UK investment exchange, means the FCA, and
(b) in relation to a recognised clearing houseor a recognised CSD, means the Bank of England.
Words in s. 157(4)(b) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(4)(c) (with regs. 52-58)
Words in s. 157(4)(b) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(4)(c) (with regs. 7(4), 9(1))
S. 157(4) inserted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 65(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
S. 157 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch. (subject to savings in art. 3(1))

158 Modifications of the law of insolvency.
(1) The general law of insolvency has effect in relation to—
(a) market contracts,
(b) action taken under the rules of a recognised body other than a recognised central counterparty, with respect to market contracts,
Words in s. 158(1)(b) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(5)(a) (with regs. 7(4), 9(1))
(c) action taken under the rules of a recognised central counterparty to transfer clearing member client contracts, or settle clearing member client contracts or clearing member house contracts, in accordance with the default rules of the recognised central counterparty,
(d) where clearing member client contracts transferred in accordance with the default rules of a recognised central counterparty were entered into by the clearing member or client as a principal, action taken to transfer ... client trades, or groups of client trades, corresponding to those clearing member client contracts,
Words in s. 158(1)(d) inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(4)(a)
Word in s. 158(1)(d) omitted (26.8.2013) by virtue of The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(4)(b)
(e) action taken to transfer qualifying collateral arrangements in conjunction with a transfer of clearing member client contracts as mentioned in paragraph (c) or a transfer of client trades as mentioned in paragraph (d), and
(f) qualifying property transfers,
subject to the provisions of sections 159 to 165.
S. 158(1) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(5)(a) (with regs. 52-58)
(2) So far as those provisions relate to insolvency proceedings in respect of a person other than a defaulter, they apply in relation to—
(a) proceedings in respect of a recognised investment exchange or a member or designated non-member of a recognised investment exchange,
S. 158(2)(a)(aa) substituted for s. 158(2)(a) (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(4)(a) (with reg. 1(2)(3))
(aa) proceedings in respect of a recognised clearing house or a member of a recognised clearing house, ...
Word in s. 158(2)(aa) omitted (28.11.2017) by virtue of The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(5)(b)(i) (with regs. 7(4), 9(1))
(ab) proceedings in respect of a recognised CSD or a member of a recognised CSD, and
S. 158(2)(ab) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(5)(b)(ii) (with regs. 7(4), 9(1))
(b) proceedings in respect of a party to a market contract other than a client trade which are begun after a recognised body has taken action under its default rules in relation to a person party to the contract as principal,
Words in s. 158(2)(b) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(5)(b) (with regs. 52-58)
Words in s. 158(2)(b) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(5)(b)(iii) (with regs. 7(4), 9(1))
but not in relation to any other insolvency proceedings, notwithstanding that rights or liabilities arising from market contracts fall to be dealt with in the proceedings.
(3) The reference in subsection (2)(b) to the beginning of insolvency proceedings is to—
(a) the making of a bankruptcy application or the presentation of a bankruptcy petition or a petition for sequestration of a person’s estate, or
Words in s. 158(3)(a) inserted (6.4.2016) by The Enterprise and Regulatory Reform Act 2013 (Consequential Amendments) (Bankruptcy) and the Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) Regulations 2016 (S.I. 2016/481), reg. 1, Sch. 1 para. 9(3)
(b) the application for an administration order or the presentation of a winding-up petition or the passing of a resolution for voluntary winding up,
S. 158(3)(b) substituted (15.9.2003) by 2002 c. 40, ss. 248, 279, Sch. 17 para. 44(a) (with s. 249(1)-(3)); S.I. 2003/2093, art. 2(1), Sch. 1 (subject to transitional provisions in arts. 3-8 (as amended by S.I. 2003/2332, art. 2))
(c) the appointment of an administrative receiver.
(3A) In subsection (3)(b) the reference to an application for an administration order shall be taken to include a reference to—
(a) in a case where an administrator is appointed under paragraph 14 or 22 of Schedule B1 to the Insolvency Act 1986 (appointment by floating charge holder, company or directors) following filing with the court of a copy of a notice of intention to appoint under that paragraph, the filing of the copy of the notice, and
(b) in a case where an administrator is appointed under either of those paragraphs without a copy of a notice of intention to appoint having been filed with the court, the appointment of the administrator.
S. 158(3A) inserted (15.9.2003) by 2002 c. 40, ss. 248, 279, Sch. 17 para. 44(b) (with s. 249(1)-(3)); S.I. 2003/2093, art. 2(1), Sch. 1 (subject to transitional provisions in arts. 3-8 (as amended by S.I. 2003/2332, art. 2))
(4) The Secretary of State may make further provision by regulations modifying the law of insolvency in relation to the matters mentioned in paragraphs (a) to (d) of subsection (1).
S. 158(4)(5): certain functions made exercisable jointly by the Secretary of State and the Treasury (7.6.1992) by S.I. 1992/1315, art. 4, Sch. 2 para. 7 (with art. 6)
Words in s. 158(4) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(5)(c) (with regs. 52-58)
(5) The regulations may add to, amend or repeal the provisions mentioned in subsection (1), and any other provision of this Part as it applies for the purposes of those provisions, or provide that those provisions have effect subject to such additions, exceptions or adaptations as are specified in the regulations.
S. 158 wholly in force; s. 158(4)(5) in force for certain purposes at 25.3.1991 and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2); 1991/878, art. 2, Sch.

159 Proceedings of recognised bodies take precedence over insolvency procedures.
(1) None of the following shall be regarded as to any extent invalid at law on the ground of inconsistency with the law relating to the distribution of the assets of a person on bankruptcy, winding up or sequestration, or in the administration of a company or other body or in the administration of an insolvent estate—
(a) a market contract,
(b) the default rules of a recognised body,
Words in s. 159(1)(b) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(6)(b) (with regs. 7(4), 9(1))
(c) the rules of a recognised body other than a recognised central counterparty as to the settlement of market contracts not dealt with under its default rules,
Words in s. 159(1)(c) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(6)(c) (with regs. 7(4), 9(1))
Words in s. 159(1)(c) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(6)(a)(ii) (with regs. 52-58)
(d) the rules of a recognised central counterparty on which the recognised central counterparty relies to give effect to the transfer of a clearing member client contract, or the settlement of a clearing member client contract or clearing member house contract, in accordance with its default rules,
S. 159(1)(d)-(h) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(6)(b) (with regs. 52-58)
(e) a transfer of a clearing member client contract, or the settlement of a clearing member client contract or a clearing member house contract, in accordance with the default rules of a recognised central counterparty,
(f) where a clearing member client contract transferred in accordance with the default rules of a recognised central counterparty was entered into by the clearing member or client as principal, a transfer of a client trade or group of client trades corresponding to that clearing member client contract,
Words in s. 159(1)(f) inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(5)(a)(i)
Words in s. 159(1)(f) substituted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(5)(a)(ii)
(g) a transfer of a qualifying collateral arrangement in conjunction with the transfer of clearing member client contract as mentioned in paragraph (e) or of a client trade as mentioned in paragraph (f), or
(h) a qualifying property transfer.
Words in s. 159(1) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(5)(a) (with reg. 1(2)(3))
(2) The powers of a relevant office-holder in his capacity as such, and the powers of the court under the Insolvency Act 1986, the Bankruptcy (Scotland) Act 2016, Part 10 of the Building Societies Act 1986, Parts 2 and 3 of the Banking Act 2009 or under regulations made under section 233 of that Act, shall not be exercised in such a way as to prevent or interfere with—
(a) the settlement in accordance with the rules of a recognised body other than a recognised central counterparty of a market contract not dealt with under its default rules, ...
Words in s. 159(2)(a) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(6)(d) (with regs. 7(4), 9(1))
Word in s. 159(2)(a) omitted (1.4.2013) by virtue of The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(6)(d)(iii) (with regs. 52-58)
(b) any action taken under the default rules of a recognised body other than a recognised central counterparty,
Words in s. 159(2)(b) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(6)(e) (with regs. 7(4), 9(1))
(c) the transfer of a clearing member client contract, or the settlement of a clearing member client contract or a clearing member house contract, in accordance with the default rules of a recognised central counterparty,
S. 159(2)(c)-(g) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(6)(f) (with regs. 52-58)
(d) where a clearing member client contract transferred in accordance with the default rules of a recognised central counterparty was entered into by the clearing member or client as principal, the transfer of a client trade or group of client trades corresponding to that clearing member contract,
Words in s. 159(2)(d) inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(5)(b)(i)
Words in s. 159(2)(d) substituted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(5)(b)(ii)
(e) the transfer of a qualifying collateral arrangement in conjunction with a transfer of a clearing member client contract as mentioned in paragraph (c), or a transfer of a client trade as mentioned in paragraph (d),
(f) any action taken to give effect to any of the matters mentioned in paragraphs (c) to (e), or
(g) any action taken to give effect to a qualifying property transfer.
This does not prevent a relevant office-holder from afterwards seeking to recover any amount under section 163(4) or 164(4) or prevent the court from afterwards making any such order or decree as is mentioned in section 165(1) or (2) (but subject to subsections (3) and (4) of that section).
1986 c. 45.
Words in s. 159(2) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(6)(c) (with regs. 52-58)
Word in s. 159(2) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(2)
(3) Nothing in the following provisions of this Part shall be construed as affecting the generality of the above provisions.
(4) A debt or other liability arising out of a market contract which is the subject of default proceedings may not be proved in a winding up or bankruptcy or in the administration of a company or other body, or in Scotland claimed in a winding up or sequestration or in the administration of a company or other body, until the completion of the default proceedings.
A debt or other liability which by virtue of this subsection may not be proved or claimed shall not be taken into account for the purposes of any set-off until the completion of the default proceedings.
Words in s. 159(4) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(5)(b) (with reg. 1(2)(3))
(4A) However, prior to the completion of default proceedings—
(a) where it appears to the convener that a sum will be certified under section 162(1) to be payable, subsection (4) shall not prevent any proof or claim including or consisting of an estimate of that sum which has been lodged or, in Scotland, submitted, from being admitted or, in Scotland, accepted, for the purpose only of determining the entitlement of a creditor to vote in a decision procedure; and
Words in s. 159(4A)(a) substituted (6.4.2017) by The Deregulation Act 2015 and Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) (Savings) Regulations 2017 (S.I. 2017/540), reg. 1, Sch. 1 para. 2(2)(a)(i) (with reg. 4)
Words in s. 159(4A)(a) substituted (6.4.2017) by The Deregulation Act 2015 and Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) (Savings) Regulations 2017 (S.I. 2017/540), reg. 1, Sch. 1 para. 2(2)(a)(ii) (with reg. 4)
(b) a creditor whose claim or proof has been lodged and admitted or, in Scotland, submitted and accepted, for the purpose of determining the entitlement of a creditor to vote in a decision procedure and which has not been subsequently wholly withdrawn, disallowed or rejected, is eligible as a creditor to be a member of a liquidation committee or, in bankruptcy proceedings in England and Wales, or in the administration of a company or other body a creditors’ committee.
Words in s. 159(4A)(b) substituted (6.4.2017) by The Deregulation Act 2015 and Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) (Savings) Regulations 2017 (S.I. 2017/540), reg. 1, Sch. 1 para. 2(2)(b) (with reg. 4)
Words in s. 159(4A)(b) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(5)(c) (with reg. 1(2)(3))
S. 159 (4A) inserted by S.I. 1991/880, reg. 4(2)
(5) For the purposes of subsections (4) and (4A) the default proceedings shall be taken to be completed in relation to a person when a report is made under section 162 stating the sum (if any) certified to be due to or from him.
Words in s. 159(5) substituted by S.I. 1991/880, reg. 4(3)
S. 159 wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/878, art. 2, Sch.
S. 159 heading substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(6)(a) (with regs. 7(4), 9(1))

160
(1) It is the duty of—
(a) any person who has or had control of any assets of a defaulter, and
(b) any person who has or had control of any documents of or relating to a defaulter,
to give a recognised body such assistance as it may reasonably require for the purposes of its default proceedings.
Words in s. 160(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(7)(a) (with regs. 7(4), 9(1))
This applies notwithstanding any duty of that person under the enactments relating to insolvency.
(2) A person shall not under this section be required to provide any information or produce any document which he would be entitled to refuse to provide or produce on grounds of legal professional priviledge in proceedings in the High Court or on grounds of confidentiality as between client and professional legal adviser in proceedings in the Court of Session.
(3) Where original documents are supplied in pursuance of this section, the recognised body shall return them forthwith after the completion of the relevant default proceedings, and shall in the meantime allow reasonable access to them to the person by whom they were supplied and to any person who would be entitled to have access to them if they were still in the control of the person by whom they were supplied.
Words in s. 160(3) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(7)(b) (with regs. 7(4), 9(1))
(4) The expenses of a relevant office-holder in giving assistance under this section are recoverable as part of the expenses incurred by him in the discharge of his duties; and he shall not be required under this section to take any action which involves expenses which cannot be so recovered, unless the recognised body undertakes to meet them.
Words in s. 160(4) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(7)(b) (with regs. 7(4), 9(1))
There shall be treated as expenses of his such reasonable sums as he may determine in respect of time spent in giving the assistance and for the purpose of determining the priority in which his expenses are payable out of the assets, sums in respect of time spent shall be treated as his remuneration and other sums shall be treated as his disbursements or, in Scotland, outlays.
(5) The Secretary of State may by regulations make further provision as to the duties of persons to give assistance to a recognised body for the purposes of its default proceedings, and the duties of the recognised body with respect to information supplied to it.
S. 160(5): (7.6.1992) certain functions made exercisable jointly by the Secretary of State and the Treasury by S.I. 1992/1315, art. 4, Sch. 2 para.7 (with art. 6).
Words in s. 160(5) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(7)(a) (with regs. 7(4), 9(1))
Words in s. 160(5) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(7)(b) (with regs. 7(4), 9(1))
The regulations may add to, amend or repeal the provisions of subsections (1) to (4) above.
(6) In this section “document” includes information recorded in any form.
S. 160 wholly in force at 1.10.1991; s. 160(5) in force for certain purposes at 25.3.1991 see 215(2) and S.I. 1991/488, art. 2(2), s. 160 in force at 25.4.1991 with specified exceptions see S.I. 1991/878, art. 2, Sch. (subject to savings in art. 3(2)), s. 160 wholly in force at 1.10.1991 see S.I. 1991/2173, art. 2
Words in s. 160(4) added by S.I. 1991/880, Pt. III reg. 5

161 Supplementary provisions as to default proceedings.
(1) If the court is satisfied on an application by a relevant office-holder that a party to a market contract with a defaulter intends to dissipate or apply his assets so as to prevent the office-holder recovering such sums as may become due upon the completion of the default proceedings, the court may grant such interlocutory relief (in Scotland, such interim order) as it thinks fit.
(2) A liquidator, administrator or trustee of a defaulter or, in Scotland, a trustee in the sequestration of the estate of the defaulter shall not—
(a) declare or pay any dividend to the creditors, or
(b) return any capital to contributories,
unless he has retained what he reasonably considers to be an adequate reserve in respect of any claims arising as a result of the default proceedings of the recognised body concerned.
Words in s. 161(2) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(6)(a) (with reg. 1(2)(3))
Words in s. 161(2) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(3)(a)
Words in s. 161(2) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(8)(a) (with regs. 7(4), 9(1))
(3) The court may on an application by a relevant office-holder make such order as it thinks fit altering or dispensing from compliance with such of the duties of his office as are affected by the fact that default proceedings are pending or could be taken, or have been or could have been taken.
(4) Nothing in section 126, 128, 130, 185 or 285 of, or paragraph 40, 41, 42 or 43 (including those paragraphs as applied by paragraph 44) of Schedule B1 to, the Insolvency Act 1986 (which restrict the taking of certain legal proceedings and other steps), and nothing in any rule of law in Scotland to the like effect as the said section 285, in the Bankruptcy (Scotland) Act 2016 or in the Debtors (Scotland) Act as to the effect of sequestration, shall affect any action taken by a recognised body for the purpose of its default proceedings.
S. 161(4) (as it has effect by virtue of Enterprise Act 2002 (c. 40), s. 249(1)) modified (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(6)(c) (with reg. 1(2)(3))
Words in s. 161(4) substituted (15.9.2003) by Enterprise Act 2002 (c. 40), ss. 248, 279, Sch. 17 para. 45 (with savings in s. 249(1)-(3)); S.I. 2003/2093, art. 2(1), Sch. 1 (subject to transitional provisions in arts. 3-8 (as amended by S.I. 2003/2332, art. 2))
Words in s. 161(4) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(6)(b)(i) (with reg. 1(2)(3))
Words in s. 161(4) substituted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(6)(b)(ii) (with reg. 1(2)(3))
1985 c. 66.
Word in s. 161(4) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(3)(b)
1987 c. 18.
Words in s. 161(4) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(8)(b) (with regs. 7(4), 9(1))
S. 161 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.
S. 161 amended by S.I. 1991/880, reg. 19(1)

162 Duty to report on completion of default procedings.
(1) Subject to subsection (1A), a recognised body shall, on the completion of proceedings under its default rules, report to the appropriate regulator on its proceedings stating in respect of each creditor or debtor the sum or sums certified by them to be payable from or to the defaulter or, as the case may be, the fact that no sum is payable.
Words in s. 162(1) inserted by S.I. 1991/880, reg. 6(2)
Words in s. 162(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(9)(a) (with regs. 7(4), 9(1))
Words in s. 162(1) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 66(2) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 162(1) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(7)(a) (with regs. 52-58)
(1A) A recognised overseas investment exchange or recognised overseas clearing house shall not be subject to the obligation under subsection (1) unless it has been notified by the appropriate regulator that a report is required for the purpose of insolvency proceedings in any part of the United Kingdom.
S. 162(1A) inserted by S.I. 1991/880, reg. 6(3)
Words in s. 162(1A) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 66(2) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
(1B) The report under subsection (1) need not deal with a clearing member client contract which has been transferred in accordance with the default rules of a recognised central counterparty.
S. 162(1B) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(7)(b) (with regs. 52-58)
(2) The recognised body may make a single report or may make reports from time to time as proceedings are completed with respect to the transactions affecting particular persons.
Words in s. 162(2) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(9)(b) (with regs. 7(4), 9(1))
(3) The recognised body shall apply a copy of every report under this section to the defaulter and to any relevant office-holder acting in relation to him or to his estate.
Words in s. 162(3) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(9)(b) (with regs. 7(4), 9(1))
(4) When a report under this section is received by the appropriate regulator, it shall publish notice of that fact in such manner as it thinks appropriate for bringing the report to the attention of creditors and debtors of the defaulter.
Words in s. 162(4) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 80(4)(a)
Words in s. 162(4) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 66(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Word in s. 162(4) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 80(4)(b)
Words in s. 162(4) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 80(4)(c)
(5) A recognised body shall make available for inspection by a creditor or debtor of the defaulter so much of any report by it under this section as relates to the sum (if any) certified to be due or from him or to the method by which that sum was determined.
Words in s. 162(5) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(9)(c) (with regs. 7(4), 9(1))
(6) Any such person may require the recognised body, on payment of such reasonable fee as the recognised body may determine, to provide him with a copy of any part of a report which he is entitled to inspect.
Words in s. 162(6) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(9)(d) (with regs. 7(4), 9(1))
(7) “The appropriate regulator”—
(a) in relation to a recognised investment exchange or a recognised overseas investment exchange, means the FCA, and
(b) in relation to a recognised CSD, a recognised clearing house or a recognised overseas clearing house, means the Bank of England.
Words in s. 162(7)(b) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(9)(e) (with regs. 7(4), 9(1))
S. 162(7) inserted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 66(4) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
S. 162 wholly in force at 1.10.1991; s. 162 in force for certain purposes at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch. and wholly in force at 1.10.1991 see s. 215 and S.I. 1991/2173, art. 2
S. 162 applied (with modifications) (E.W.S.) (11.12.1999) by S.I. 1999/2979, reg. 15(1)

163 Net sum payable on completion of default proceedings.
(1) The following provisions apply with respect to a net sum certified by a recognised body under its default rules to be payable by or to a defaulter.
S. 163(1) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(8) (with regs. 52-58)
Words in s. 163(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(10) (with regs. 7(4), 9(1))
(2) If, in England and Wales, a bankruptcy, winding-up or administration order has been made, or a resolution for voluntary winding-up has been passed, the debt—
(a) is provable in the bankruptcy, winding up or administration or, as the case may be, is payable to the relevant office-holder, and
Words in s. 163(2)(a) substituted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(7)(a)(ii) (with reg. 1(2)(3))
(b) shall be taken into account, where appropriate, under section 323 of the Insolvency Act 1986 (mutual dealings and set-off) or the corresponding provision applicable in the case of winding up or administration,
1986 c. 45.
Words in s. 163(2)(b) added (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(7)(a)(iii) (with reg. 1(2)(3))
in the same way as a debt before the commencement of the bankruptcy, the date on which the body corporate goes into liquidation (within the meaning of section 247 of the Insolvency Act 1986), or enters administration or, in the case of a partnership, the date of the winding-up order or the date on which the partnership enters administration.
Words in s. 163(2) substituted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(7)(a)(i) (with reg. 1(2)(3))
Words in s. 163(2) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(7)(a)(iv) (with reg. 1(2)(3))
Words in s. 163(2) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(7)(a)(v) (with reg. 1(2)(3))
(3) If, in Scotland, an award of sequestration or a winding-up or administration order has been made, or a resolution for voluntary winding up has been passed, the debt—
(a) may be claimed in the sequestration, winding up or administration or, as the case may be, is payable to the relevant office-holder, and
Words in s. 163(3)(a) substituted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(7)(b)(ii) (with reg. 1(2)(3))
(b) shall be taken into account for the purposes of any rule of law relating to set-off applicable in sequestration, winding up or administration,
Words in s. 163(3)(b) substituted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(7)(b)(ii) (with reg. 1(2)(3))
in the same way as a debt due before the date of sequestration (within the meaning of section 22(7) of the Bankruptcy (Scotland) Act 2016 ) or the commencement of the winding up (within the meaning of section 129 of the Insolvency Act 1986) or the date on which the body corporate enters administration.
Words in s. 163(3) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(7)(b)(i) (with reg. 1(2)(3))
Words in s. 163(3) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(4)
Words in s. 163(3) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(7)(b)(iii) (with reg. 1(2)(3))
(3A) In subsections (2) and (3), a reference to the making of an administration order shall be taken to include a reference to the appointment of an administrator under—
(a) paragraph 14 of Schedule B1 to the Insolvency Act 1986 (appointment by holder of qualifying floating charge); or
(b) paragraph 22 of that Schedule (appointment by company or directors).
S. 163(3A) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(7)(c) (with reg. 1(2)(3))
(4) However, where (or to the extent that) a sum is taken into account by virtue of subsection (2)(b) or (3)(b) which arises from a contract entered into at a time when the creditor had notice—
(a) that a bankruptcy application or a bankruptcy petition or, in Scotland, a petition for sequestration was pending, ...
Words in s. 163(4)(a) inserted (6.4.2016) by The Enterprise and Regulatory Reform Act 2013 (Consequential Amendments) (Bankruptcy) and the Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) Regulations 2016 (S.I. 2016/481), reg. 1, Sch. 1 para. 9(4)
Word in s. 163(4)(a) omitted (15.6.2009) by virtue of The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(7)(d) (with reg. 1(2)(3))
(b) that a statement as to the affairs of the company had been made out and sent under section 99 of the Insolvency Act 1986 or that a winding-up petition was pending, or
Words in s. 163(4)(b) substituted (6.4.2017) by The Deregulation Act 2015 and Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) (Savings) Regulations 2017 (S.I. 2017/540), reg. 1, Sch. 1 para. 2(3) (with reg. 4)
1986 c. 45.
Word in s. 163(4)(b) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(7)(d) (with reg. 1(2)(3))
(c) that an application for an administration order was pending or that any person had given notice of intention to appoint an administrator,
S. 163(4)(c) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(7)(d) (with reg. 1(2)(3))
the value of any profit to him arising from the sum being so taken into account (or being so taken into account to that extent) is recoverable from him by the relevant office-holder unless the court directs otherwise.
S. 163(4)-(6) excluded in part (11.12.1999) by S.I. 1999/2979, reg. 21(2)(a)
(5) Subsection (4) does not apply in relation to a sum arising from a contract effected under the default rules of a recognised body.
Words in s. 163(5) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(10) (with regs. 7(4), 9(1))
(6) Any sum recoverable by virtue of subsection (4) ranks for priority, in the event of the insolvency of the person from whom it is due, immediately before preferential or, in Scotland, preferred debts.
S. 163 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.
S. 163 amended by S.I. 1991/880, reg. 19(1)
S. 163 applied (with modifications) (11.12.1999) by S.I. 1999/2979, reg. 15(1)

164 Disclaimer of property, rescission of contracts, &c.
(1) Sections 178, 186, 315 and 345 of the Insolvency Act 1986 (power to disclaim onerous property and court’s power to order rescission of contracts, &c.) do not apply in relation to—
(a) a market contract, ...
Word in s. 164(1)(a) omitted (1.4.2013) by virtue of The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(9)(a) (with regs. 52-58)
(aa) a qualifying collateral arrangement,
S. 164(1)(aa)-(ac) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(9)(b) (with regs. 52-58)
(ab) a transfer of a clearing member client contract, a client trade or a qualifying collateral arrangement, as mentioned in paragraphs (c) to (e) of section 158(1),
(ac) a qualifying property transfer, or
(b) a contract effected by the recognised body for the purpose of realising property provided as margin in relation to market contracts or as default fund contribution.
Words in s. 164(1)(b) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(11)(a) (with regs. 7(4), 9(1))
Words in s. 164(1)(b) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(8)(a) (with reg. 1(2)(3))
In the application of this subsection in Scotland, the reference to sections 178, 315 and 345 shall be construed as a reference to any rule of law having the like effect as those sections.
(2) In Scotland, a trustee in the sequestration of the estate of a defaulter or a liquidator is bound by any market contract to which that defaulter is a party and by any contract as is mentioned in subsection (1)(b) above notwithstanding section 110 of the Bankruptcy (Scotland) Act 2016 or any rule of law to the like effect applying in liquidations.
Words in s. 164(2) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(5)(a)(i)
Words in s. 164(2) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(5)(a)(ii)
(3) Sections 127 and 284 of the Insolvency Act 1986 (avoidance of property dispositions effected after commencement of winding up , submission of bankruptcy application or or presentation of bankruptcy petition), and section 87(4) of the Bankruptcy (Scotland) Act 2016 (effect of dealing with debtor relating to estate vested in ... trustee), do not apply to—
(a) a market contract, or any disposition of property in pursuance of such a contract,
(b) the provision of margin in relation to market contracts,
(ba) the provision of default fund contribution to the recognised body,
S. 164(3)(ba) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(8)(b)(i) (with reg. 1(2)(3))
Words in s. 164(3) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(11)(b) (with regs. 7(4), 9(1))
(bb) a qualifying collateral arrangement,
S. 164(3)(bb)-(bd) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(9)(c) (with regs. 52-58)
(bc) a transfer of a clearing member client contract, a client trade or a qualifying collateral arrangement, as mentioned in paragraphs (c) to (e) of section 158(1),
(bd) a qualifying property transfer
(c) a contract effected by the recognised body for the purpose of realising property provided as margin in relation to a market contract or as default fund contribution, or any disposition of property in pursuance of such a contract, or
Words in s. 164(3)(c) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(8)(b)(ii) (with reg. 1(2)(3))
(d) any disposition of property in accordance with the rules of the recognised body as to the application of property provided as margin or as default fund contribution.
Words in s. 164(3)(d) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(8)(b)(iii) (with reg. 1(2)(3))
Words in s. 164(3) inserted (6.4.2016) by The Enterprise and Regulatory Reform Act 2013 (Consequential Amendments) (Bankruptcy) and the Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) Regulations 2016 (S.I. 2016/481), reg. 1, Sch. 1 para. 9(5)(a)
Words in s. 164(3) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(5)(b)(i)
Word in s. 164(3) omitted (30.11.2016) by virtue of The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(5)(b)(ii)
(4) However, where—
(a) a market contract is entered into by a person who has notice that a bankruptcy application has been submitted or a petition has been presented for the winding up or bankruptcy or sequestration of the estate of the other party to the contract, or
Words in s. 164(4)(a) inserted (6.4.2016) by The Enterprise and Regulatory Reform Act 2013 (Consequential Amendments) (Bankruptcy) and the Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) Regulations 2016 (S.I. 2016/481), reg. 1, Sch. 1 para. 9(5)(b)
(b) margin in relation to a market contract or default fund contribution is accepted by a person who has notice that such an application has been made or petition presented in relation to the person by whom or on whose behalf the margin or default fund contribution is provided,
Words in s. 164(4) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(8)(c)(i) (with reg. 1(2)(3))
Words in s. 164(4)(b) substituted (6.4.2016) by The Enterprise and Regulatory Reform Act 2013 (Consequential Amendments) (Bankruptcy) and the Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) Regulations 2016 (S.I. 2016/481), reg. 1, Sch. 1 para. 9(5)(c)
Words in s. 164(4) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(8)(c)(ii) (with reg. 1(2)(3))
the value of any profit to him arising from the contract or, as the case may be, the amount or value of the margin or default fund contribution is recoverable from him by the relevant office-holder unless the court directs otherwise.
S. 164(4)-(6) excluded in part (11.12.1999) by S.I. 1999/2979, reg. 21(2)(b)
(5) Subsection (4)(a) does not apply where the person entering into the contract is a recognised body acting in accordance with its rules, or where the contract is effected under the default rules of such a recognised body; but subsection (4)(b) applies in relation to the provision of—
(a) margin in relation to any such contract, unless the contract has been transferred in accordance with the default rules of the central counterparty, or
(b) default fund contribution.
S. 164(5) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(9)(d) (with regs. 52-58)
Words in s. 164(5) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(11)(c)(i) (with regs. 7(4), 9(1))
Words in s. 164(5) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(11)(c)(ii) (with regs. 7(4), 9(1))
(6) Any sum recoverable by virtue of subsection (4) ranks for priority, in the event of the insolvency of the person from whom it is due, immediately before preferential or, in Scotland, preferred debts.
S. 164 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.
S. 164 amended by S.I. 1991/880, reg. 19(1)

165 Adjustment of prior transactions.
(1) No order shall be made in relation to a transaction to which this section applies under—
(a) section 238 or 339 of the Insolvency Act 1986 (transactions at an under-value),
(b) section 239 or 340 of that Act (preferences), or
(c) section 423 of that Act (transactions defrauding creditors).
(2) As respects Scotland, no decree shall be granted in relation to any such transaction—
(a) under section 98 or 99 of the Bankruptcy (Scotland) Act 2016 or section 242 or 243 of the Insolvency Act 1986 (gratuitous alienations and unfair preferences), or
Words in s. 165(2)(a) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(6)
(b) at common law on grounds of gratuitous alienations or fraudulent preferences.
(3) This section applies to—
(a) a market contract to which a recognised body is a party or which is entered into under its default rules, ...
Words in s. 165(3)(a) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(12)(a) (with regs. 7(4), 9(1))
Word in s. 165(3)(a) omitted (1.4.2013) by virtue of The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(10)(a) (with regs. 52-58)
(ab) a market contract to which this Part applies by virtue of section 155(2B), and
S. 165(3)(ab)(b) substituted for s. 165(3)(b) (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(10)(b) (with regs. 52-58)
(b) a disposition of property in pursuance of a market contract referred to in paragraph (a) or (ab).
(4) Where margin is provided in relation to a market contract and (by virtue of subsection (3)(a), (3)(ab) or otherwise) no such order or decree as is mentioned in subsection (1) or (2) has been, or could be, made in relation to that contract, this section applies to—
(a) the provision of the margin,
(ab) a qualifying collateral arrangement,
S. 165(4)(ab) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(10)(d) (with regs. 52-58)
(b) any contract effected by the recognised body in question for the purpose of realising the property provided as margin, and
Words in s. 165(4)(b) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(12)(b) (with regs. 7(4), 9(1))
(c) any disposition of property in accordance with the rules of the recognised bodyin question as to the application of property provided as margin.
Words in s. 165(4)(c) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(12)(b) (with regs. 7(4), 9(1))
Words in s. 165(4)(c) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(9)(a) (with reg. 1(2)(3))
Words in s. 165(4) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(10)(c) (with regs. 52-58)
(5) This section also applies to—
(a) the provision of default fund contribution to a recognised body,
Words in s. 165(5)(a) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(12)(a) (with regs. 7(4), 9(1))
(b) any contract effected by a recognised body for the purpose of realising the property provided as default fund contribution, ...
Words in s. 165(5)(b) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(12)(a) (with regs. 7(4), 9(1))
Word in s. 165(5)(b) omitted (1.4.2013) by virtue of The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(10)(e) (with regs. 52-58)
(c) any disposition of property in accordance with the rules of the recognised body as to the application of property provided as default fund contribution,
Words in s. 165(5)(c) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(12)(a) (with regs. 7(4), 9(1))
Word in s. 165(5)(c) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(10)(f) (with regs. 52-58)
(d) a transfer of a clearing member client contract, a client trade or a qualifying collateral arrangement as mentioned in paragraphs (c) to (e) of section 158(1), and
S. 165(5)(d)(e) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(10)(g) (with regs. 52-58)
(e) a qualifying property transfer.
S. 165(5) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(9)(b) (with reg. 1(2)(3))
S. 165 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

166 Powers ... to give directions.
(1) The powers conferred by this section are exercisable in relation to a recognised UK investment exchange or recognised clearing houseor recognised CSD.
Words in s. 166(1) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(11)(a) (with regs. 52-58)
Words in s. 166(1) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(13)(a) (with regs. 7(4), 9(1))
(2) Where in any case a recognised body has not taken action under its default rules—
(a) if it appears to the appropriate regulator that it could take action, the regulator may direct it to do so, and
Words in s. 166(2)(a) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 111(2)(a), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 166(2)(a)(b) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 81(2)(b)
Word in s. 166(2)(a) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 111(2)(b), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
(b) if it appears to the appropriate regulator that it is proposing to take or may take action, the regulator may direct it not to do so.
Words in s. 166(2)(b) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 111(3)(a), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Word in s. 166(2)(b) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 111(3)(b), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 166(2) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(13)(b) (with regs. 7(4), 9(1))
(3) Before giving such a direction the appropriate regulator shall consult the recognised body in question; and it shall not give a direction unless it is satisfied, in the light of that consultation—
(a) in the case of a direction to take action, that failure to take action would involve undue risk to investors or other participants in the market, ...
Word in s. 166(3) omitted (1.4.2013) by virtue of Financial Services Act 2012 (c. 21), ss. 111(4)(b), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
(b) in the case of a direction not to take action, that the taking of action would be premature or otherwise undesirable in the interests of investors or other participants in the market,
(c) in either case, that the direction is necessary having regard to the public interest in the stability of the financial system of the United Kingdom, or
S. 166(3)(c)(d) inserted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 111(4)(c), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
(d) in either case, that the direction is necessary—
(i) to facilitate a proposed or possible use of a power under Part 1 of the Banking Act 2009 (special resolution regime) or Schedule 11 to the Financial Services and Markets Act 2023 (central counterparties), or
Words in s. 166(3)(d)(i) inserted (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 8(3)(a)(i)
(ii) in connection with a particular exercise of a power under that Part or that Schedule.
Words in s. 166(3)(d)(ii) inserted (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 8(3)(a)(ii)
Words in s. 166(3) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 111(4)(a), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 166(3) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(13)(c) (with regs. 7(4), 9(1))
Words in s. 166(3) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 81(3)(b)
(3A) The appropriate regulator may give a direction to a relevant office-holder appointed in respect of a defaulting clearing member to take any action, or refrain from taking any action, if the direction is given for the purposes of facilitating—
(a) the transfer of a clearing member client contract, a client trade or a qualifying collateral arrangement, or
(b) a qualifying property transfer.
S. 166(3A)-(3C) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(11)(b) (with regs. 52-58)
(3B) The relevant office-holder to whom a direction is given under subsection (3A)—
(a) must comply with the direction notwithstanding any duty on the relevant office-holder under any enactment relating to insolvency, but
(b) is not required to comply with the direction given if the value of the clearing member’s estate is unlikely to be sufficient to meet the office-holder’s reasonable expenses of complying.
(3C) The expenses of the relevant office-holder in complying with a direction of the regulator under subsection (3A) are recoverable as part of the expenses incurred in the discharge of the office-holder’s duties.
(4) A direction shall specify the grounds on which it is given.
(5) A direction not to take action may be expressed to have effect until the giving of a further direction (which may be a direction to take action or simply revoking the earlier direction).
(6) No direction shall be given not to take action if, in relation to the person in question—
(a) a bankruptcy order or an award of sequestration of his estate has been made, or an interim receiver or interim trustee has been appointed, or
(b) a winding up order has been made, a resolution for voluntary winding up has been passed or an administrator, administrative receiver or provisional liquidator has been appointed;
and any previous direction not to take action shall cease to have effect on the making or passing of any such order, award or appointment.
(7) Where a recognised body has taken or been directed to take action under its default rules, the appropriate regulator may direct it to do or not to do such things (being things which it has power to do under its default rules) as are specified in the direction.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Words in s. 166(7) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(13)(b) (with regs. 7(4), 9(1))
Words in s. 166(7) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 111(5)(a), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 166(7) omitted (1.4.2013) by virtue of Financial Services Act 2012 (c. 21), ss. 111(5)(b), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
(7A) Where the recognised body is acting in accordance with a direction under subsection (2)(a) that was given only by virtue of paragraph (a) of subsection (3), the appropriate regulator shall not give a direction under subsection (7) unless it is satisfied that the direction under that subsection will not impede or frustrate the proper and efficient conduct of the default proceedings.
S. 166(7A)(7B) inserted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 111(6), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 166(7A) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(13)(c) (with regs. 7(4), 9(1))
(7B) Where the recognised body has taken action under its default rules without being directed to do so, the appropriate regulator shall not give a direction under subsection (7) unless—
(a) it is satisfied that the direction under that subsection will not impede or frustrate the proper and efficient conduct of the default proceedings, or
(b) it is satisfied that the direction is necessary—
(i) having regard to the public interest in the stability of the financial system of the United Kingdom,
(ii) to facilitate a proposed or possible use of a power under Part 1 of the Banking Act 2009 (special resolution regime) or Schedule 11 to the Financial Services and Markets Act 2023 (central counterparties), or
Words in s. 166(7B)(b)(ii) inserted (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 8(3)(b)(i)
(iii) in connection with a particular exercise of a power under that Part or that Schedule.
Words in s. 166(7B)(b)(iii) inserted (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 8(3)(b)(ii)
Words in s. 166(7B) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(13)(c) (with regs. 7(4), 9(1))
(8) A direction under this section is enforceable, on the application of the regulator which gave the direction, by injunction or, in Scotland, by an order under section 45 of the Court of Session Act 1988; and where a recognised bodyor a relevant office-holder has not complied with a direction, the court may make such order as it thinks fit for restoring the position to what it would have been if the direction had been complied with.
Words in s. 166(8) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 111(7), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
1988 c. 36.
Words in s. 166(8) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(13)(d) (with regs. 7(4), 9(1))
Words in s. 166(8) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(11)(c) (with regs. 52-58)
(9) “The appropriate regulator”—
(a) in relation to a recognised UK investment exchange, means the FCA, and
(b) in relation to a recognised CSD, arecognised clearing houseor a defaulting clearing member, means the Bank of England.
Words in s. 166(9)(b) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(13)(e) (with regs. 7(4), 9(1))
Words in s. 166(9)(b) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(11)(d) (with regs. 52-58)
Words in s. 166(9)(b) inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(6)
S. 166(9) inserted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 111(8), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
S. 166 wholly in force at 1.10.1991; s. 166 in force for certain purposes at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch. (subject to savings in art. 3(2)) and wholly in force at 1.10.1991 see S.I. 1991/2173, art. 2.
S. 166 applied (with modifications) (1.4.2013) by The Financial Services Act 2012 (Transitional Provisions) (Miscellaneous Provisions) Order 2013 (S.I. 2013/442), arts. 1(3), 67(4)
Words in s. 166 heading omitted (1.4.2013) by virtue of Financial Services Act 2012 (c. 21), ss. 111(9), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

167 Application to determine whether default proceedings to be taken.
(1) This section applies where a relevant insolvency event has occurred in the case of—
(a) a recognised investment exchange or a member or designated non-member of a recognised investment exchange,...
Word in s. 167(1)(a) omitted (26.8.2013) by virtue of The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(7)(a)
(b) a recognised clearing house or a member of a recognised clearing house, ...
S. 167(1)(c) and word inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(7)(b)
Word in s. 167(1)(b) omitted (28.11.2017) by virtue of The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(14)(a)(i) (with regs. 7(4), 9(1))
(ba) a recognised CSD or a member of a recognised CSD, or
S. 167(1)(ba) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(14)(a)(ii) (with regs. 7(4), 9(1))
(c) a client which is providing indirect clearing services to an indirect client.
The person referred to in paragraphs (a) to (c) in whose case a relevant insolvency event has occurred is referred to below as “the person in default”.
S. 167(1)-(1B) substituted for s. 167(1)(1A) (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(10)(a) (with reg. 1(2)(3))
Words in s. 167(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(14)(a)(iii) (with regs. 7(4), 9(1))
(1A) For the purposes of this section a “relevant insolvency event” occurs where—
(a) a bankruptcy order is made,
(b) an award of sequestration is made,
(c) an order appointing an interim receiver is made,
(d) an administration or winding up order is made,
(e) an administrator is appointed under paragraph 14 of Schedule B1 to the Insolvency Act 1986 (appointment by holder of qualifying floating charge) or under paragraph 22 of that Schedule (appointment by company or directors),
(f) a resolution for voluntary winding up is passed, or
(g) an order appointing a provisional liquidator is made.
(1B) Where in relation to a person in default a recognised body (“the responsible recognised body”)—
(a) has power under its default rules to take action in consequence of the relevant insolvency event or the matters giving rise to it, but
(b) has not done so,
a relevant office-holder appointed in connection with or in consequence of the relevant insolvency event may apply to the appropriate regulator.
Words in s. 167(1B) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(14)(b) (with regs. 7(4), 9(1))
Words in s. 167(1B) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(14)(c) (with regs. 7(4), 9(1))
Words in s. 167(1B) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 67(2) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
(2) The application shall specify the responsible recognised body and the grounds on which it is made.
Words in s. 167(2) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(14)(c) (with regs. 7(4), 9(1))
(3) On receipt of the application the appropriate regulator shall notify the responsible recognised body, and unless within three business days after the day on which the notice is received the responsible recognised body —
(a) takes action under its default rules, or
(b) notifies the appropriate regulator that it proposes to do so forthwith,
then, subject as follows, the provisions of sections 158 to 165 above do not apply in relation to market contracts to which the person in default is a party or to anything done by the responsible recognised body for the purposes of, or in connection with, the settlement of any such contract.
For this purpose a “business day” means any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in any part of the United Kingdom under the Banking and Financial Dealings Act 1971.
Words in s. 167(3) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 67(2) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 167(3) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(14)(c) (with regs. 7(4), 9(1))
Words in s. 167(3) substituted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(10)(c)(ii) (with reg. 1(2)(3))
1971 c. 80.
(4) The provisions of sections 158 to 165 are not disapplied if before the end of the period mentioned in subsection (3) the appropriate regulator gives the responsible recognised body a direction under section 166(2)(a) (direction to take action under default rules).
No such direction may be given after the end of that period.
Words in s. 167(4) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 67(2) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 167(4) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(14)(c) (with regs. 7(4), 9(1))
(5) If the responsible recognised body notifies the appropriate regulator that it proposes to take action under its default rules forthwith, it shall do so; and that duty is enforceable, on the application of the appropriate regulator, by injunction or, in Scotland, by an order under section 45 of the Court of Session Act 1988.
Words in s. 167(5) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(14)(c) (with regs. 7(4), 9(1))
Words in s. 167(5) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 67(2) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
1988 c. 36.
(6) “The appropriate regulator”—
(a) in relation to a recognised investment exchange, means the FCA, and
(b) in relation to a recognised clearing house or recognised CSD, means the Bank of England.
S. 167(6) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(14)(d) (with regs. 7(4), 9(1))
S. 167 wholly in force at 1.10.1991; s. 167 in force for certain purposes at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch. and wholly in force at 1.10.1991 see S.I. 1991/2173, art. 2
S. 167 applied (with modifications) (1.4.2013) by The Financial Services Act 2012 (Transitional Provisions) (Miscellaneous Provisions) Order 2013 (S.I. 2013/442), arts. 1(3), 67(4)

168 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 168 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(f)

169 Supplementary provisions.
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 169(1)(4) repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(g)
(2) Sections 296 and 297 of the Financial Services and Markets Act 2000 apply in relation to a failure by a recognised investment exchange or recognised clearing house to comply with an obligation under this Part as to a failure to comply with an obligation under that Act.
Words in s. 169(2) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 83(2)
(2A) Section 296 of the Financial Services and Markets Act 2000 applies in relation to a failure by a recognised CSD to comply with an obligation under this Part as to a failure to comply with an obligation under that Act.
S. 169(2A) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(15)(a) (with regs. 7(4), 9(1))
(3) Where the recognition of an investment exchange, clearing house or central securities depository is revoked under the Financial Services and Markets Act 2000, the appropriate authority may, before or after the revocation order, give such directions as it thinks fit with respect to the continued application of the provisions of this Part, with such exceptions, additions and adaptations as may be specified in the direction, in relation to cases where a relevant event of any description specified in the directions occurred before the revocation order takes effect.
S. 169(3) applied (with modifications) (E.W.S.) (15.8.1995) by S.I. 1995/2049, reg. 28
Words in s. 169(3) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(15)(b) (with regs. 7(4), 9(1))
Words in s. 169(3) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 83(3)(a)
Words in s. 169(3) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 83(3)(b)
(3A) “The appropriate authority” means—
(a) in the case of an overseas investment exchange or clearing house, the Treasury;
(b) in the case of a UK investment exchange, the FCA, ...
S. 169(3A)(b)(c) substituted for s. 169(3A)(b) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 68(2) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Word in s. 169(3A)(b) omitted (28.11.2017) by virtue of The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(15)(c)(i) (with regs. 7(4), 9(1))
(c) in the case of a UK clearing house, the Bank of England, and
S. 169(3A)(d) and word inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(15)(c)(ii) (with regs. 7(4), 9(1))
(d) in the case of a central securities depository, the Bank of England.
S. 169(3A) inserted (1.12.2001) by S.I. 2001/3649, arts. 1, 83(4)
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5) Regulations under section 414 of the Financial Services and Markets Act 2000 (service of notices) may make provision in relation to a notice, direction or other document required or authorised by or under this Part to be given to or served on any person other than the Treasury, the FCA or the Bank of England.
Words in s. 169(5) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 83(5)(a)
Words in s. 169(5) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 83(5)(b)
Words in s. 169(5) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 68(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
S. 169 partly in force: s. 169(1)(2)(3)(5) in force 25.4.1991 see s. 215(2) and S.I. 1991/878, art. 2, Sch.
S. 155 cross-heading substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(2) (with regs. 7(4), 9(1))

Other exchanges and clearing houses

170 Certain overseas exchanges and clearing houses.
(1) The Secretary of State and the Treasury may by regulations provide that this Part applies in relation to contracts connected with an overseas investment exchange or overseas clearing house which—
(a) is not a recognised investment exchange or recognised clearing house, but
(b) is approved by the Treasury in accordance with such requirements as may be so specified,
as it applies in relation to contracts connected with a recognised investment exchange or recognised clearing house.
S. 170(1) substituted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(11)
(2) The Treasury shall not approve an overseas investment exchange or clearing house unless they are satisfied—
(a) that the rules and practices of the body, together with the law of the country in which the body’s head office is situated, provide adequate procedures for dealing with the default of persons party to contracts connected with the body, and
(b) that it is otherwise appropriate to approve the body.
Word in s. 170(2) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 84(3)(a)
Words in s. 170(2) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 84(3)(b)
(3) The reference in subsection (2)(a) to default is to a person being unable to meet his obligations.
(4) The regulations may apply in relation to the approval of a body under this section such of the provisions of the Financial Services and Markets Act 2000 as the Secretary of State considers appropriate.
Words in s. 170(4)(5)(a)(6) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 84(4)
(5) The Secretary of State may make regulations which, in relation to a body which is so approved—
(a) apply such of the provisions of the Financial Services and Markets Act 2000 as the Secretary of State considers appropriate, and
(b) provide that the provisions of this Part apply with such exceptions, additions and adaptations as appear to the Secretary of State to be necessary or expedient;
and different provision may be made with respect to different bodies or descriptions of body.
(6) Where the regulations apply any provisions of the Financial Services and Markets Act 2000, they may provide that those provisions apply with such exceptions, additions and adaptations as appear to the Secretary of State to be necessary or expedient.
Ss. 170-174: certain functions made exercisable (7.6.1992) jointly by the Secretary of State and the Treasury by S.I. 1992/1315, art. 4, Sch. 2 para. 7 (with art. 6).
S. 170 partly in force; s. 170 not in force at Royal Assent see s. 215(1)(2); s. 170 in force for certain purposes at 25.3.1991 by S.I. 1991/488, art. 2(2).

170A Third country central counterparties
(1) In this section and section 170B—
(a) “assets” has the meaning given by Article 39(10) of the EMIR Level 1 Regulation;
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 170A(1)(b) omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(2)(b)(i) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 170A(1)(c) omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(2)(b)(i) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
(d) “overseas competent authority” means a competent authority responsible for the authorisation or supervision of clearing houses or central counterparties in a country or territory other than the United Kingdom;
(e) “relevant provisions” means any provisions of the default rules of a third country central counterparty which—
(i) provide for the transfer of the positions or assets of a defaulting clearing member;
(ii) are not necessary for the purposes of complying with the minimum requirements of Articles 48(5) and (6) of the EMIR Level 1 Regulation; and
(iii) may be relevant to a question falling to be determined in accordance with the law of a part of the United Kingdom;
Word in s. 170A(1)(e) substituted (31.12.2020) by The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(2)(b)(ii) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
(f) “relevant requirements” means the requirements specified in paragraph 34(2) (portability of accounts: default rules going beyond requirements of EMIR) of Part 6 of the Schedule to the Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges , Clearing Houses and Central Securities Depositories) Regulations 2001;
Words in s. 170A(1)(f) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(16) (with regs. 7(4), 9(1))
(g) “UK clearing member” means a clearing member to which the law of a part of the United Kingdom will apply for the purposes of an insolvent reorganisation or winding up, and
S. 170A(1)(h) and word inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(8)(a)
(h) “UK client” means a client—
(i) which offers indirect clearing services, and
(ii) to which the law of a part of the United Kingdom will apply for the purposes of an insolvent re-organisation or winding up.
(2) This Part applies to transactions cleared through ... a third country central counterparty by a UK clearing member or a UK client as it applies to transactions cleared through a recognised central counterparty, but subject to the modifications in subsections (3) to (5).
Words in s. 170A(2) omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(2)(c) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
Words in s. 170A(2) inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(8)(b)
(3) For section 157 there is to be substituted—

“157 Change in default rules
1 A third country central counterparty in respect of which an order under section 170B(4) has been made and not revoked must give the Bank of England at least three months’ notice of any proposal to amend, revoke or add to its default rules.
Word in s. 170A(3) substituted (31.12.2020) by The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(2)(d)(i) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
2 The Bank of England may, if it considers it appropriate to do so, agree a shorter period of notice.
3 Where notice is given to the Bank of England under subsection (1) , a third country central counterparty must provide the Bank of England with such information, documents and reports as the Bank of England may require.
Word in s. 170A(3) substituted (31.12.2020) by The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(2)(d)(ii) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
4 Information, documents and reports required under subsection (3) must be provided in English and be given at such times, in such form and at such place, and verified in such a manner, as the Bank of England may direct.”

.
(4) Section 162 does not apply to ... a third country central counterparty unless it has been notified by the Bank of England that a report under that section is required for the purposes of insolvency proceedings in any part of the United Kingdom.
Words in s. 170A(4) omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(2)(e) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
(5) In relation to a third country central counterparty, references in this Part to the “rules” or “default rules” of the central counterparty are to be taken not to include references to any relevant provisions unless—
(a) the relevant provisions satisfy the relevant requirements; or
(b) the Bank of England has made an order under section 170B(4) recognising that the relevant provisions of its default rules satisfy the relevant requirements and the order has not been revoked.
Word in s. 170A(5) substituted (31.12.2020) by The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(2)(f) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
Ss. 170A, 170B inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(12) (with regs. 52-58)
Word in s. 170A heading substituted (31.12.2020) by The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(2)(a) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)

170B Third country central counterparties: procedure
(1) A third country central counterparty may apply to the Bank of England for an order recognising that the relevant provisions of its default rules satisfy the relevant requirements.
Word in s. 170B(1) substituted (31.12.2020) by The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(3)(b) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
(2) The application must be made in such manner, and must be accompanied by such information, documents and reports, as the Bank of England may direct.
(3) Information, documents and reports required under subsection (2) must be provided in English and be given at such times, in such form and at such place, and verified in such manner, as the Bank of England may direct.
(4) The Bank of England may make an order recognising that the relevant provisions of the default rules satisfy the relevant requirements.
(5) The Bank of England may by order revoke an order made under subsection (4) if—
(a) the ... third country central counterparty consents;
Words in s. 170B(5) omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(3)(c) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
(b) the ... third country central counterparty has failed to pay a fee which is owing to the Bank of England under paragraph 36 of Schedule 17A to the Financial Services and Markets Act 2000;
Words in s. 170B(5) omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(3)(c) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
(c) the ... third country central counterparty is failing or has failed to comply with a requirement of or imposed under section 157 (as modified by section 170A(3)); or
Words in s. 170B(5) omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(3)(c) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
(d) it appears to the Bank of England that the relevant provisions no longer satisfy the relevant requirements.
(6) An order made under subsection (4) or (5) must state the time and date when it is to have effect.
(7) An order made under subsection (5) may contain such transitional provision as the Bank of England considers appropriate.
(8) The Bank of England must—
(a) maintain a register of orders made under subsection (4) which are in force; and
(b) publish the register in such manner as it appears to the Bank of England to be appropriate.
(9) Section 298 of the Financial Services and Markets Act 2000 applies to a refusal to make an order under subsection (4) or the making of a revocation order under subsection (5)(b), (c) or (d) as it applies to the making of a revocation order under section 297(2) of the Financial Services and Markets Act 2000, but with the following modifications—
(a) for “appropriate regulator” substitute “the Bank of England”;
(b) for “recognised body” substitute “... third country central counterparty”; and
Words in s. 170B(9) omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(3)(c) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
(c) in subsection (7), for “give a direction under section 296” substitute “make an order under paragraph (b), (c) or (d) of section 170B(5) of the Companies Act 1989”.
(10) If the Bank of England refuses to make an order under subsection (4) or makes an order under subsection (5)(b), (c) or (d), the ... third country central counterparty may refer the matter to the Upper Tribunal.
Words in s. 170B(10) omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(3)(c) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
(11) The Bank of England may rely on information or advice from an overseas competent authority... in its determination of an application under subsection (1) or the making of a revocation order under subsection (5)(d).
Words in s. 170B(11) omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(3)(d) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
Word in s. 170B heading substituted (31.12.2020) by The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(3)(a) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)

170C Third country CSDs
(1) This Part applies to transactions settled through ... a third country CSD by a UK member of the central securities depository as it applies to transactions settled through a recognised CSD, but subject to subsections (2), (3) and (4).
Words in s. 170C omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(4)(b) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
(2) The definition of “authorised central securities depository services” in section 155(3D) applies to third country CSDs as if it read—

““authorised central securities depository services” means, in relation to a third country CSD, those services which that central securities depository is authorised to provide that are equivalent to the services listed in the Annex to the CSD regulation.”

.
(3) Section 157 does not apply to ... a third country CSD.
(4) Section 162 does not apply to ... a third country CSD unless it has been notified by the Bank of England that a report under that section is required for the purposes of insolvency proceedings in any part of the United Kingdom. Where ... a third country CSD has been so notified, the appropriate regulator for the purposes of section 162 shall be the Bank of England.
(5) In this section “UK member” means a member of ... a third country CSD to which the law of a part of the United Kingdom will apply for the purposes of an insolvent reorganisation or winding up.
Word in s. 170C heading substituted (31.12.2020) by The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(4)(a) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)

171 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 171 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(h)

172 Settlement arrangements provided by the Bank of England.
(1) The Secretary of State may by regulations provide that this Part applies to contracts of any specified description in relation to which settlement arrangements are provided by the Bank of England, as it applies to contracts connected with a recognised body.
Words in s. 172(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(18) (with regs. 7(4), 9(1))
(2) Regulations under this section may provide that the provisions of this Part apply with such exceptions, additions and adaptations as appear to the Secretary of State to be necessary or expedient.
(3) Before making any regulations under this section, the Secretary of State and the Treasury shall consult the Bank of England.
Words in s. 172(3) substituted (7.6.1992) by S.I. 1992/1315, art. 10(1), Sch. 4 para. 13(b) (with art. 6).
Ss. 170-174: certain functions made exercisable (7.6.1992) jointly by the Secretary of State and the Treasury by S.I. 1992/1315, art. 4, Sch. 2 para.7 (with art. 6).
S. 172 partly in force; s. 172 not in force at Royal Assent see s. 215(1)(2); s. 172 in force for certain purposes at 25.3.1991 by S.I. 1991/488, art. 2(2).

Market charges

173 Market charges.
(1) In this Part “market charge” means a charge, whether fixed or floating, granted—
(a) in favour of a recognised investment exchange, for the purpose of securing debts or liabilities arising in connection with the settlement of market contracts,
(aa) in favour of The Stock Exchange, for the purpose of securing debts or liabilities arising in connection with short term certificates;
S. 173(1)(aa) inserted by S.I. 1991/880, reg. 9(a)
(b) in favour of a recognised clearing house, for the purpose of securing debts or liabilities arising in connection with their ensuring the performance of market contracts, ...
Word in s. 173(1)(b) omitted (28.11.2017) by virtue of The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(19)(a)(i) (with regs. 7(4), 9(1))
(ba) in favour of a recognised CSD, for the purpose of securing debts or liabilities arising in connection with their ensuring the performance of market contracts, or
S. 173(1)(ba) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(19)(a)(ii) (with regs. 7(4), 9(1))
(c) in favour of a person who agrees to make payments as a result of the transfer or allotment of specified securities made through the medium of a computer-based system established by the Bank of England and The Stock Exchange, for the purpose of securing debts or liabilities of the transferee or allottee arising in connection therewith.
Words in s. 173(1)(c) inserted by S.I. 1991/880, reg. 9(b)
(2) Where a charge is granted partly for purposes specified in subsection (1)(a), (aa), (b) , (ba) or (c) and partly for other purposes, it is a “market charge” so far as it has effect for the specified purposes.
Word in s. 173(2) inserted by S.I. 1991/880, reg. 9(c)
Word in s. 173(2) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(19)(b) (with regs. 7(4), 9(1))
(3) In subsection (1)—
“short term certificate” means an instrument issued by The Stock Exchange undertaking to procure the transfer of property of a value and description specified in the instrument to or to the order of the person to whom the instrument is issued or his endorsee or to a person acting on behalf of either of them and also undertaking to make appropriate payments in cash, in the event that the obligation to procure the transfer of property cannot be discharged in whole or in part;
“specified securities” means securities for the time being specified in the list in Schedule 1 to the Stock Transfer Act 1982, and includes any right to such securities; and
“transfer”, in relation to any such securities or right, means a transfer of the beneficial interest.
Words in s. 173(3) substituted by S.I. 1991/880, reg. 9(d)
1982 c. 41.
(4) The Secretary of State may by regulations make further provision as to the charges granted in favour of any such person as is mentioned in subsection (1)(a), (b) , (ba) or (c) which are to be treated as “market charges” for the purposes of this Part; and the regulations may add to, amend or repeal the provisions of subsections (1) to (3) above.
Word in s. 173(4) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(19)(b) (with regs. 7(4), 9(1))
(5) The regulations may provide that a charge shall or shall not be treated as a market charge if or to the extent that it secures obligations of a specified description, is a charge over property of a specified description or contains provisions of a specified description.
(6) Before making regulations under this section in relation to charges granted in favour of a person within subsection (1)(c), the Secretary of State and the Treasury shall consult the Bank of England.
Words in s. 173(6) substituted (7.6.1992) by S.I. 1992/1315, art. 10(1), Sch. 4 para. 13
S. 173 wholly in force; s. 173(4)(5) in force for certain purposes at 25.3.1991 and s. 173 wholly in force at 25.4.1991 see s. 215(2); S.I. 1991/488, art. 2(2); S.I. 1991/878, art. 2, Sch.
Ss. 170-174: certain functions made exercisable (7.6.1992) jointly by the Secretary of State and the Treasury by S.I. 1992/1315, art. 4, Sch. 2 para.7 (with art. 6).

174 Modifications of the law of insolvency.
(1) The general law of insolvency has effect in relation to market charges and action taken in enforcing them subject to the provisions of section 175.
(2) The Secretary of State may by regulations make further provision modifying the law of insolvency in relation to the matters mentioned in subsection (1).
(3) The regulations may add to, amend or repeal the provisions mentioned in subsection (1), and any other provision of this Part as it applies for the purposes of those provisions, or provide that those provisions have effect with such exceptions, additions or adaptations as are specified in the regulations.
(4) The regulations may make different provision for cases defined by reference to the nature of the charge, the nature of the property subject to it, the circumstances, nature or extent of the obligations secured by it or any other relevant factor.
(5) Before making regulations under this section in relation to charges granted in favour of a person within section 173(1)(c), the Secretary of State and the Treasury shall consult the Bank of England.
Words in s. 174(5) substituted (7.6.1992) by S.I. 1992/1315, art. 10(1), Sch. 4 para. 13(d) (with art. 6).
S. 174 wholly in force; s. 174 not in force at Royal Assent see s. 215(2); s. 174(2)(4) in force for certain purposes at 25.3.1991 by S.I. 1991/488, art. 2(2); s. 174 wholly in force at 25.4.1991 by S.I. 1991/878, art. 2, Sch. (subject to certain savings for s. 174(1) in art. 3(4)).
Ss. 170-174: certain functions made exercisable (7.6.1992) jointly by the Secretary of State and the Treasury by S.I. 1992/1315, art. 4, Sch. 2 para.7 (with art. 6).

175 Administration orders, &c.
(1) The following provisions of Schedule B1 to the Insolvency Act 1986 (administration) do not apply in relation to a market charge—
(a) paragraph 43(2) and (3) (restriction on enforcement of security or repossession of goods) (including that provision as applied by paragraph 44 (interim moratorium)), and
(b) paragraphs 70, 71 and 72 (power of administrator to deal with charged or hire-purchase property).
S. 175(1)(1A) substituted (15.9.2003) for s. 175(1) by 2002 c. 40, ss. 248, 279, Sch. 17 para. 47(2) (with s. 249(1)-(3)); S.I. 2003/2093, art. 2(1), Sch. 1 (subject to transitional provisions in arts. 3-8 (as amended by S.I. 2003/2332, art. 2))
(1A) Paragraph 41(2) of that Schedule (receiver to vacate office at request of administrator) does not apply to a receiver appointed under a market charge.
(2) However, where a market charge falls to be enforced after the occurrence of an event to which subsection (2A) applies, and there exists another charge over some or all of the same property ranking in priority to or pari passu with the market charge, on the application of any person interested the court may order that there shall be taken after enforcement of the market charge such steps as the court may direct for the purpose of ensuring that the chargee under the other charge is not prejudiced by the enforcement of the market charge.
S. 175(2) restricted (25.2.1991) by S.I. 1991/145, art. 3
S. 175(2) amended by S.I. 1991/880, reg. 19(2)
Words in s. 175(2) substituted (15.9.2003) by 2002 c. 40, ss. 248, 279, Sch. 17 para. 47(3) (with s. 249(1)-(3)); S.I. 2003/2093, art. 2(1), Sch. 1 (subject to transitional provisions in arts. 3-8 (as amended by S.I. 2003/2332, art. 2))
Words in s. 175(2) inserted by S.I. 1991/880, reg. 18
(2A) This subsection applies to—
(a) making an administration application under paragraph 12 of Schedule B1 to the Insolvency Act 1986,
(b) appointing an administrator under paragraph 14 or 22 of that Schedule (appointment by floating charge holder, company or directors),
(c) filing with the court a copy of notice of intention to appoint an administrator under either of those paragraphs.
S. 175(2A) inserted (15.9.2003) by 2002 c. 40, ss. 248, 279, Sch. 17 para. 47(4) (with s. 249(1)-(3)); S.I. 2003/2093, art. 2(1), Sch. 1 (subject to transitional provisions in arts. 3-8 (as amended by S.I. 2003/2332, art. 2))
(3) The following provisions of the Insolvency Act 1986 (which relate to the powers of receivers) do not apply in relation to a market charge—
(a) section 43 (power of administrative receiver to dispose of charged property), and
(b) section 61 (power of receiver in Scotland to dispose of an interest in property).
S. 175(1)(b)(3) amended by S.I. 1991/880, reg. 15
S. 175(1)(b)(3) modified (15.8.1995) by S.I. 1995/2049, reg. 24
S. 175(1)(b)(3) modified (15.7.1996) by S.I. 1996/1469, reg. 8(2)
(4) Sections 127 and 284 of the Insolvency Act 1986 (avoidance of property dispositions effected after commencement of winding up, making of bankruptcy application or presentation of bankruptcy petition), and section 87(4) of the Bankruptcy (Scotland) Act 2016 (effect of dealing with debtor relating to estate vested in ... trustee), do not apply to a disposition of property as a result of which the property becomes subject to a market charge or any transaction pursuant to which that disposition is made.
Words in s. 175(4) inserted (6.4.2016) by The Enterprise and Regulatory Reform Act 2013 (Consequential Amendments) (Bankruptcy) and the Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) Regulations 2016 (S.I. 2016/481), reg. 1, Sch. 1 para. 9(6)(a)
Words in s. 175(4) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(7)(i)
Word in s. 175(4) omitted (30.11.2016) by virtue of The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(7)(ii)
(5) However, if a person who is party to a disposition mentioned in subsection (4) has notice at the time of the disposition that a bankruptcy application has been made or a petition has been presented for the winding up or bankruptcy or sequestration of the estate of the party making the disposition, the value of any profit to him arising from the disposition is recoverable from him by the relevant office-holder unless—
(a) the person is a chargee under the market charge,
(b) the disposition is made in accordance with the default rules of a recognised central counterparty for the purposes of transferring a position or asset of a clearing member in default, or
(c) the court directs otherwise.
S. 175(5) amended by S.I. 1991/880, reg. 19(1)
S. 175(5)(6) excluded in part (11.12.1999) by S.I. 1999/2979, reg. 21(2)(c)
S. 175(5) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(13) (with regs. 52-58)
Words in s. 175(5) inserted (6.4.2016) by The Enterprise and Regulatory Reform Act 2013 (Consequential Amendments) (Bankruptcy) and the Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) Regulations 2016 (S.I. 2016/481), reg. 1, Sch. 1 para. 9(6)(b)
(5A) In subsection (5)(b), “asset” has the meaning given by Article 39(10) of the EMIR Level 1 Regulation.
S. 175(5A) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(14) (with regs. 52-58)
(6) Any sum recoverable by virtue of subsection (5) ranks for priority, in the event of the insolvency of the person from whom it is due, immediately before preferential or, in Scotland, preferred debts.
(7) In a case falling within both subsection (4) above (as a disposition of property as a result of which the property becomes subject to a market charge) and section 164(3) (as the provision of margin in relation to a market contract), section 164(4) applies with respect to the recovery of the amount or value of the margin and subsection (5) above does not apply.
S. 175 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch. (subject to certain savings in art. 3(4))
S. 175 (as it has effect by virtue of Enterprise Act 2002 (c. 40), s. 249(1)) modified (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(12) (with reg. 1(2)(3))

176 Power to make provision about certain other charges.
(1) The Secretary of State may by regulations provide that the general law of insolvency has effect in relation to charges of such descriptions as may be specified in the regulations, and action taken in enforcing them, subject to such provisions as may be specified in the regulations.
(2) The regulations may specify any description of charge granted in favour of—
(a) a body approved under section 170 (certain overseas exchanges and clearing houses),
(aa) ... a third country CSD,
S. 176(2)(aa) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(20)(a) (with regs. 7(4), 9(1))
Words in s. 176(2)(aa) omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(5) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
(b) a person included in the list maintained by the Bank of England for the purposes of section 301 of the Financial Services and Markets Act 2000 (certain money market institutions),
Words in s. 176(2)(b) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 69(2)(a) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 176(2)(b) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 85(2)(b)
(c) the Bank of England,
(d) a person who has permission under Part 4A of the Financial Services and Markets Act 2000 to carry on a relevant regulated activity, or
S. 176(2)(d)(e) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 85(3)
Words in s. 176(2)(d) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 69(2)(b) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
(e) an international securities self-regulating organisation approved for the purposes of an order made under section 22 of the Financial Services and Markets Act 2000,
for the purpose of securing debts or liabilities arising in connection with or as a result of the settlement of contracts or the transfer of assets, rights or interests on a financial market.
(3) The regulations may specify any description of charge granted for that purpose in favour of any other person in connection with exchange facilities or clearing services or settlement arrangements provided by a recognised investment exchange or recognised clearing house or by any such body, person, authority or organisation as is mentioned in subsection (2) , or in connection with authorised central securities depository services (see section 155(3D)) provided by a recognised CSD.
Words in s. 176(3) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(20)(b)(i) (with regs. 7(4), 9(1))
Words in s. 176(3) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(20)(b)(ii) (with regs. 7(4), 9(1))
(4) Where a charge is granted partly for the purpose specified in subsection (2) and partly for other purposes, the power conferred by this section is exercisable in relation to the charge so far as it has effect for that purpose.
(5) The regulations may—
(a) make the same or similar provision in relation to the charges to which they apply as is made by or under sections 174 and 175 in relation to market charges, or
(b) apply any of those provisions with such exceptions, additions or adaptations as are specified in the regulations.
(6) Before making regulations under this section relating to a description of charges defined by reference to their being granted in favour of a person included in the list maintained by the . . . Bank of England for the purposes of section 301 of the Financial Services and Markets Act 2000, or in connection with exchange facilities or clearing services or settlement arrangements provided by a person included in that list, the Secretary of State and the Treasury shall consult the FCA and the Bank of England.
S. 176(6)(6A) substituted (1.6.1998) for s. 176(6) by 1998 c. 11, s. 23, Sch. 5 Pt. III para. 48(3); S.I. 1998/1120, art. 2
Words in s. 176(6) repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 85(4)(a)
Words in s. 176(6) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 69(3)(a) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 176(6) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 85(4)(b)
Words in s. 176(6) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(20)(c) (with regs. 7(4), 9(1))
Word in s. 176(6) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 69(3)(b) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
(6A) Before making regulations under this section relating to a description of charges defined by reference to their being granted in favour of the Bank of England, or in connection with settlement arrangements provided by the Bank, the Secretary of State and the Treasury shall consult the Bank.
(7) Regulations under this section may provide that they apply or do not apply to a charge if or to the extent that it secures obligations of a specified description, is a charge over property of a specified description or contains provisions of a specified description.
(8) For the purposes of subsection (2)(d), “relevant regulated activity” means—
(a) dealing in investments as principal or as agent;
(b) arranging deals in investments;
(ba) operating a multilateral trading facility;
S. 176(8)(ba) inserted (1.4.2007 for certain purposes and otherwise 1.11.2007) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment No. 3) Order 2006 (S.I. 2006/3384), arts. 1(2), 32
(bb) operating an organised trading facility;
S. 176(8)(bb) inserted (1.4.2017 for specified purposes, 3.1.2018 in so far as not already in force) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2017 (S.I. 2017/488), art. 1(2), Sch. para. 2
(c) managing investments;
(d) safeguarding and administering investments;
(e) sending dematerialised instructions; ...
Word in s. 176(8) omitted (22.7.2013) by virtue of The Alternative Investment Fund Managers Regulations 2013 (S.I. 2013/1773), reg. 1, Sch. 1 para. 39
(ea) managing a UCITS;
S. 176(8)(ea)-(ed) inserted (22.7.2013) by The Alternative Investment Fund Managers Regulations 2013 (S.I. 2013/1773), reg. 1, Sch. 1 para. 39
(eb) acting as trustee or depositary of a UCITS;
(ec) managing an AIF;
(ed) acting as trustee or depositary of an AIF; or
(f) establishing etc. a collective investment scheme.
S. 176(8)(9) inserted (1.12.2001) by S.I. 2001/3649, arts. 1, 85(5)
(9) Subsection (8) must be read with—
(a) section 22 of the Financial Services and Markets Act 2000;
(b) any relevant order under that section; and
(c) Schedule 2 to that Act.
S. 176: certain functions made exercisable (7.6.1992) jointly by the Secretary of State and the Treasury by S.I. 1992/1315, art. 4, Sch. 2 para. 7 (with art. 6).
S. 176 wholly in force: s. 176 not in force at Royal Assent see s. 215(1)(2); s. 176 in force for certain purposes at 25.3.1991 by S.I. 1991/488, art. 2(2); s. 176 wholly in force at 4.7.1995 by S.I. 1995/1591, art. 2
S. 176 amended (1.1.1993) by S.I. 1992/3218, reg. 82(1), Sch. 10 Pt. I para. 29
S. 176(2) extended (1.1.1996) by S.I. 1995/3275, reg. 57, Sch. 10 Pt. I para. 13

Market property

177 Application of margin or default fund contribution not affected by certain other interests.
(1) The following provisions have effect with respect to the application by a recognised body of property (other than land) held by the recognised body as margin in relation to a market contract or as default fund contribution.
Words in s. 177(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(21)(a) (with regs. 7(4), 9(1))
Words in s. 177(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(21)(b) (with regs. 7(4), 9(1))
Words in s. 177(1) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(13)(b)
(2) So far as necessary to enable the property to be applied in accordance with the rules of the recognised body , it may be so applied notwithstanding any prior equitable interest or right, or any right or remedy arising from a breach of fiduciary duty, unless the recognised body had notice of the interest, right or breach of duty at the time the property was provided as margin or as default fund contribution.
Words in s. 177(2) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(21)(b) (with regs. 7(4), 9(1))
Words in s. 177(2) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(13)(b)
(3) No right or remedy arising subsequently to the property being provided as margin or as default fund contribution may be enforced so as to prevent or interfere with the application of the property by the recognised body in accordance with its rules.
Words in s. 177(3) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(13)(c)
Words in s. 177(3) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(21)(b) (with regs. 7(4), 9(1))
(4) Where a recognised body has power by virtue of the above provisions to apply property notwithstanding an interest, right or remedy, a person to whom the recognised body disposes of the property in accordance with its rules takes free from that interest, right or remedy.
Words in s. 177(4) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(21)(c) (with regs. 7(4), 9(1))
Words in s. 177(4) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(21)(b) (with regs. 7(4), 9(1))
S. 177 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch. (subject to certain savings in art. 3(5))
S. 177 applied (15.8.1995) by S.I. 1995/2049, reg. 25(1)
Words in s. 177 heading inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(13)(a)

178 Priority of floating market charge over subsequent charges.
(1) The Secretary of State may by regulations provide that a market charge which is a floating charge has priority over a charge subsequently created or arising, including a fixed charge.
(2) The regulations may make different provision for cases defined, as regards the market charge or the subsequent charge, by reference to the description of charge, its terms, the circumstances in which it is created or arises, the nature of the charge, the person in favour of whom it is granted or arises or any other relevant factor.

179 Priority of market charge over unpaid vendor’s lien.
Where property subject to an unpaid vendor’s lien becomes subject to a market charge, the charge has priority over the lien unless the chargee had actual notice of the lien at the time the property became subject to the charge.
S. 179 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch. (subject to certain savings in art. 3(6))
S. 179 applied (15.8.1995) by S.I. 1995/2049, reg. 25(2)

180 Proceedings against market property by unsecured creditors.
(1) Where property (other than land) is held by a recognised body as margin in relation to market contracts or as default fund contribution, or is subject to a market charge, no execution or other legal process for the enforcement of a judgment or order may be commenced or continued, and no distress may be levied, and no power to use the procedure in Schedule 12 to the Tribunals, Courts and Enforcement Act 2007 (taking control of goods) may be exercised, against the property by a person not seeking to enforce any interest in or security over the property, except with the consent of—
(a) in the case of property provided as cover for margin or as default fund contribution, the recognised body in question, or
Words in s. 180(1)(a) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(14)(b)
Words in s. 180(1)(a) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(22)(b) (with regs. 7(4), 9(1))
(b) in the case of property subject to a market charge, the person in whose favour the charge was granted.
Words in s. 180(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(22)(a) (with regs. 7(4), 9(1))
Words in s. 180(1) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(14)(a)
Words in s. 180(1) inserted (6.4.2014) by Tribunals, Courts and Enforcement Act 2007 (c. 15), s. 148, Sch. 13 para. 91 (with s. 89); S.I. 2014/768, art. 2(1)(b)
(2) Where consent is given the proceedings may be commenced or continued notwithstanding any provision of the Insolvency Act 1986 or the Bankruptcy (Scotland) Act 2016.
1986 c. 45.
1985 c. 66.
Word in s. 180(2) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(8)
(3) Where by virtue of this section a person would not be entitled to enforce a judgment or order against any property, any injunction or other remedy granted with a view to facilitating the enforcement of any such judgment or order shall not extend to that property.
(4) In the application of this section to Scotland, the reference to execution being commenced or continued includes a reference to diligence being carried out or continued, and the reference to distress being levied shall be omitted.
S. 180 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch. (subject to certain savings in art. 3(7)).
S. 180 applied (15.8.1995) by S.I. 1995/2049, reg. 25(3)

181 Power to apply provisions to other cases.
(1) A power to which this subsection applies includes the power to apply sections 177 to 180 to any description of property provided as cover for margin in relation to contracts in relation to which the power is exercised or, as the case may be, property subject to charges in relation to which the power is exercised.
Words in s. 181(1) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 86(2)
(2) The regulations may provide that those sections apply with such exceptions, additions and adaptations as may be specified in the regulations.
(3) Subsection (1) applies to the powers of the Secretary of State and the Treasury to act jointly under—
(a) sections 170, 172 and 176 of this Act; and
(b) section 301 of the Financial Services and Markets Act 2000 (supervision of certain contracts).
S. 181(3) inserted (1.12.2001) by S.I. 2001/3649, arts. 1, 86(3)
S. 181: certain functions made exercisable (7.6.1992) jointly by the Secretary of State and the Treasury by S.I. 1992/1315, art. 4, Sch. 2 para. 7 (with art. 6).
S. 181 wholly in force: s. 181 not in force at Royal Assent see s. 215(1)(2); s. 181 in force for certain purposes at 25.3.1991 by S.I. 1991/488, art. 2(2); s. 181 wholly in force at 4.7.1995 by S.I. 1995/1591, art. 2

Supplementary provisions

182 Powers of court in relation to certain proceedings begun before commencement.
(1) The powers conferred by this section are exercisable by the court where insolvency proceedings in respect of—
(a) a member of a recognised investment exchange or a recognised clearing house, or
(b) a person by whom a market charge has been granted,
are begun on or after 22nd December 1988 and before the commencement of this section.
That person is referred to in this section as “the relevant person”.
(2) For the purposes of this section “insolvency proceedings” means proceedings under Part II, IV, V or IX of the Insolvency Act 1986 (administration, winding up and bankruptcy) or under the Bankruptcy (Scotland) Act 2016; and references in this section to the beginning of such proceedings are to—
(za) the making of a bankruptcy application on which a bankruptcy order is made,
S. 182(2)(za) inserted (6.4.2016) by The Enterprise and Regulatory Reform Act 2013 (Consequential Amendments) (Bankruptcy) and the Small Business, Enterprise and Employment Act 2015 (Consequential Amendments) Regulations 2016 (S.I. 2016/481), reg. 1, Sch. 1 para. 9(7)
(a) the presentation of a petition on which an administration order, winding-up order, bankruptcy order or award of sequestration is made, or
(b) the passing of a resolution for voluntary winding up.
1986 c. 45.
Word in s. 182(2) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(9)
(3) This section applies in relation to—
(a) in England and Wales, the administration of the insolvent estate of a deceased person, and
(b) in Scotland, the administration by a judicial factor appointed under section 11A of the Judicial Factors (Scotland) Act 1889 of the insolvent estate of a deceased person,
1889 c. 39.
as it applies in relation to insolvency proceedings.
In such a case references to the beginning of the proceedings shall be construed as references to the death of the relevant person.
(4) The court may on an application made, within three months after the commencement of this section, by—
(a) a recognised investment exchange or recognised clearing house, or
(b) a person in whose favour a market charge has been granted,
make such order as it thinks fit for achieving, except so far as assets of the relevant person have been distributed before the making of the application, the same result as if the provisions of Schedule 22 had come into force on 22nd December 1988.
(5) The provisions of that Schedule (“the relevant provisions”) reproduce the effect of certain provisions of this Part as they appeared in the Bill for this Act as introduced into the House of Lords and published on that date.
(6) The court may in particular—
(a) require the relevant person or a relevant office-holder—
(i) to return property provided as cover for margin or which was subject to a market charge, or to pay to the applicant or any other person the proceeds of realisation of such property, or
(ii) to pay to the applicant or any other person such amount as the court estimates would have been payable to that person if the relevant provisions had come into force on 22nd December 1988 and market contracts had been settled in accordance with the rules of the recognised investment exchange or recognised clearing house, or a proportion of that amount if the property of the relevant person or relevant office-holder is not sufficient to meet the amount in full;
(b) provide that contracts, rules and dispositions shall be treated as not having been void;
(c) modify the functions of a relevant office-holder, or the duties of the applicant or any other person, in relation to the insolvency proceedings, or indemnify any such person in respect of acts or omissions which would have been proper if the relevant provisions had been in force;
(d) provide that conduct which constituted an offence be treated as not having done so;
(e) dismiss proceedings which could not have been brought if the relevant provisions had come into force on 22nd December 1988, and reverse the effect of any order of a court which could not, or would not, have been made if those provisions had come into force on that date.
(7) An order under this section shall not be made against a relevant office-holder if the effect would be that his remuneration, costs and expenses could not be met.
S. 182 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.
S. 182 amended by S.I. 1991/880, reg. 19(1)

182A Recognised central counterparties: disapplication of provisions on mutual credit and set-off
(1) Nothing in the law of insolvency shall enable the setting off against each other of—
(a) positions and assets recorded in an account at a recognised central counterparty and held for the account of a client, an indirect client or a group of clients or indirect clients in accordance with Article 39 of the EMIR Level 1 Regulation , Article 3(1) of the EMIR Level 2 Regulation or Article 3(1) of the MIFIR Level 2 Regulation; and
Words in s. 182A(1)(a) substituted (3.1.2018) by The Companies Act 1989 (Financial Markets and Insolvency) (Amendment) Regulations 2017 (S.I. 2017/1247), regs. 1, 2(3)(a)
(b) positions and assets recorded in any other account at the recognised central counterparty.
(2) Nothing in the law of insolvency shall enable the setting off against each other of—
(a) positions and assets recorded in an account at a clearing member and held for the account of an indirect client or a group of indirect clients in accordance with Article 4(2) of the EMIR Level 2 Regulation or Article 4(2) of the MIFIR Level 2 Regulation; and
Words in s. 182A(2)(a) substituted (3.1.2018) by The Companies Act 1989 (Financial Markets and Insolvency) (Amendment) Regulations 2017 (S.I. 2017/1247), regs. 1, 2(3)(b)
(b) positions and assets recorded in any other account at the clearing member.
S. 182A(2) inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(9)
S. 182A inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(15) (with regs. 52-58)

183 Insolvency proceedings in other jurisdictions.
(1) The references to insolvency law in section 426 of the Insolvency Act 1986 (co-operation with courts exercising insolvency jurisdiction in other jurisdictions) include, in relation to a part of the United Kingdom, the provisions made by or under this Part and, in relation to a relevant country or territory within the meaning of that section, so much of the law of that country or territory as corresponds to any provisions made by or under this Part.
1986 c. 45.
(2) A court shall not, in pursuance of that section or any other enactment or rule of law, recognise or give effect to—
(a) any order of a court exercising jurisdiction in relation to insolvency law in a country or territory outside the United Kingdom, or
(b) any act of a person appointed in such a country or territory to discharge any functions under insolvency law,
in so far as the making of the order or the doing of the act would be prohibited in the case of a court in the United Kingdom or a relevant office-holder by provisions made by or under this Part.
(3) Subsection (2) does not affect the recognition or enforcement of a judgment required to be recognised or enforced under or by virtue of the Civil Jurisdiction and Judgments Act 1982....
1982 c. 27.
Words in s. 183(3) omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(6) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
S. 183 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

184 Indemnity for certain acts, &c.
(1) Where a relevant office-holder takes any action in relation to property of a defaulter which is liable to be dealt with in accordance with the default rules of a recognised body, and believes and has reasonable grounds for believing that he is entitled to take that action, he is not liable to any person in respect of any loss or damage resulting from his action except in so far as the loss or damage is caused by the office-holder’s own negligence.
Words in s. 184(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(23)(a) (with regs. 7(4), 9(1))
(2) Any failure by a recognised body to comply with its own rules in respect of any matter shall not prevent that matter being treated for the purposes of this Part as done in accordance with those rules so long as the failure does not substantially affect the rights of any person entitled to require compliance with the rules.
Words in s. 184(2) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(23)(a) (with regs. 7(4), 9(1))
(3) No recognised body, nor any officer or servant or member of the governing body of a recognised body, shall be liable in damages for anything done or omitted in the discharge or purported discharge of any functions to which this subsection applies unless the act or omission is shown to have been in bad faith.
Words in s. 184(3) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(23)(a) (with regs. 7(4), 9(1))
(4) The functions to which subsection (3) applies are the functions of the recognised body so far as relating to, or to matters arising out of—
(a) its default rules, or
(b) any obligations to which it is subject by virtue of this Part.
Words in s. 184(4) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(23)(b) (with regs. 7(4), 9(1))
(5) No person to whom the exercise of any function of a recognised body is delegated under its default rules, nor any officer or servant of such a person, shall be liable in damages for anything done or omitted in the discharge or purported discharge of those functions unless the act or omission is shown to have been in bad faith.
Words in s. 184(5) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 87
Words in s. 184(5) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(23)(a) (with regs. 7(4), 9(1))
S. 184 wholly in force at 1.10.1991; s. 184 in force for certain purposes on 25.3.1991 see s. 215 and S.I. 1991/488, art. 2(2), s. 184 in force for certain purposes on 25.4.1991 see s. 215 and S.I. 1991/878, art. 2 Sch., s. 184 wholly in force at 1.10.1991 see S.I. 1991/2173, art. 3

185 Power to make further provision by regulations.
(1) The Secretary of State may by regulations make such further provision as appears to him necessary or expedient for the purposes of this Part.
(2) Provision may, in particular, be made—
(a) for integrating the provisions of this Part with the general law of insolvency, and
(b) for adapting the provisions of this Part in their application to overseas investment exchanges and clearing houses.
(3) Regulations under this section may add to, amend or repeal any of the provisions of this Part or provide that those provisions have effect subject to such additions, exceptions or adaptations as are specified in the regulations.
(4) References in this section to the provisions of this Part include any provision made under section 301 of the Financial Services and Markets Act 2000.
S. 185(4) inserted (1.12.2001) by S.I. 2001/3649, arts. 1, 88
S. 185 wholly in force at 10.8.1998. In force for certain purposes at 25.3.1991 by s. 215(2) and S.I. 1991/488, art. 2(2), and for all remaining purposes at 10.8.1998 by S.I. 1998/1747, art. 2
S. 185: certain functions made exercisable (7.6.1992) jointly by the Secretary of State and the Treasury by S.I. 1992/1315, art. 4, Sch. 2 para. 7 (with art. 6).

186 Supplementary provisions as to regulations.
(1) Regulations under this Part may make different provision for different cases and may contain such incidental, transitional and other supplementary provisions as appear to the Secretary of State to be necessary or expedient.
(2) Regulations under this Part shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.
S. 186: certain functions made exercisable (7.6.1992) jointly by the Secretary of State and the Treasury by s.I. 1992/1315, art. 4, Sch. 2 para. 7 (with art. 6)
S.186 wholly in force at 10.8.1998. In force for certain purposes at 25.3.1991 by s. 215(2) and S.I. 1991/488, art. 2(2) and for all remaining purposes at 8.10.1998 by S.I. 1998/1747, art. 2

187 Construction of references to parties to market contracts.
(1) Where a person enters into market contracts in more than one capacity, the provisions of this Part apply (subject as follows) as if the contracts entered into in each different capacity were entered into by different persons.
(2) References in this Part to a market contract to which a person is a party include (subject as follows, and unless the context otherwise requires) contracts to which he is party as agent.
(2A) Subsections (1) and (2) do not apply to market contracts to which this Part applies by virtue of section 155(2B).
S. 187(2A) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(16) (with regs. 52-58)
(3) The Secretary of State may by regulations—
(a) modify or exclude the operation of subsections (1) and (2), and
(b) make provision as to the circumstances in which a person is to be regarded for the purposes of those provisions as acting in different capacities.
S. 187(1) amended by S.I. 1991/880, reg. 16(2)
S.187 wholly in force; s. 187(3) in force for certain purposes at 25.3.1991, s. 187 wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2); S.I. 1991/878, art. 2, Sch.

188 Meaning of “default rules” and related expressions.
(1) In this Part “default rules” means rules of a recognised body which provide for the taking of action in the event of a person (including another recognised body) appearing to be unable, or likely to become unable, to meet his obligations in respect of one or more market contracts connected with the recognised body, ....
Words in s. 188(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(24)(a)(i) (with regs. 7(4), 9(1))
Words in s. 188(1) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(15)(a)
Words in s. 188(1) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(17)(a) (with regs. 52-58)
Words in s. 188(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(24)(a)(ii) (with regs. 7(4), 9(1))
Words in s. 188(1) omitted (26.8.2013) by virtue of The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(10)(a)
(1A) In the case of a recognised central counterparty, “default rules” includes—
(a) the default procedures referred to in Article 48 of the EMIR Level 1 Regulation; and
(b) any rules of the recognised central counterparty which provide for the taking of action in accordance with a request or instruction from a clearing member under the default procedures referred to in Article 4(6) and (7) of the EMIR Level 2 Regulation or Article 4(6) and (7) of the MIFIR Level 2 Regulation in respect of assets or positions held by the recognised central counterparty for the account of an indirect client or group of indirect clients.
Words in s. 188(1A)(b) substituted (3.1.2018) by The Companies Act 1989 (Financial Markets and Insolvency) (Amendment) Regulations 2017 (S.I. 2017/1247), regs. 1, 2(4)
S. 188(1A) inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(10)(b)
(1B) In the case of a recognised CSD, “default rules” includes the default rules and procedures referred to in Article 41 of the CSD regulation.
S. 188(1B) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(24)(b) (with regs. 7(4), 9(1))
(2) References in this Part to a “defaulter” are to a person in respect of whom action has been taken by a recognised body under its default rules, whether by declaring him to be a defaulter or otherwise; and references in this Part to “default”, “defaulting” and “non-defaulting” shall be construed accordingly.
Words in s. 188(2) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(24)(c) (with regs. 7(4), 9(1))
Words in s. 188(2) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(17)(b) (with regs. 52-58)
(2A) For the purposes of subsection (2), where a recognised central counterparty takes action under the rules referred to in subsection (1A)(b), the action is to be treated as taken in respect of the client providing the indirect clearing services.
S. 188(2A) inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(10)(c)
(3) In this Part “default proceedings” means proceedings taken by a recognised body under its default rules.
Words in s. 188(3) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(24)(c) (with regs. 7(4), 9(1))
(3A) In this Part “default fund contribution” means—
(a) contribution by a member or designated non-member of a recognised investment exchange to a fund which—
(i) is maintained by that exchange for the purpose of covering losses arising in connection with defaults by any of the members of the exchange, or defaults by any of the members or designated non-members of the exchange, and
(ii) may be applied for that purpose under the default rules of the exchange;
(b) contribution by a member of a recognised clearing house to a fund which—
(i) is maintained by that clearing house for the purpose of covering losses arising in connection with defaults by any of the members of the clearing house, and
(ii) may be applied for that purpose under the default rules of the clearing house;
(c) contribution by a recognised clearing house to a fund which—
(i) is maintained by another recognised body (A) for the purpose of covering losses arising in connection with defaults by recognised bodies other than A or by any of their members, and
S. 188(3A)(c)(i) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(24)(d)(i) (with regs. 7(4), 9(1))
(ii) may be applied for that purpose under A’s default rules; ...
Word in s. 188(3A)(c) omitted (28.11.2017) by virtue of The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(24)(d)(ii) (with regs. 7(4), 9(1))
(d) contribution by a recognised investment exchange to a fund which—
(i) is maintained by another recognised body (A) for the purpose of covering losses arising in connection with defaults by recognised bodies other than A or by any of their members, and
S. 188(3A)(d)(i) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(24)(d)(iii) (with regs. 7(4), 9(1))
(ii) may be applied for that purpose under A’s default rules.
(e) contribution by a member of a recognised CSD to a fund which—
(i) is maintained by that central securities depository for the purpose of covering losses arising in connection with defaults by any of the members of the central securities depository, and
(ii) may be applied for that purpose under the default rules of the central securities depository; or
S. 188(3A)(e)(f) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(24)(d)(iv) (with regs. 7(4), 9(1))
(f) contribution by a recognised CSD to a fund which—
(i) is maintained by another recognised body (A) for the purpose of covering losses arising in connection with defaults by recognised bodies other than A or by any of their members, and
(ii) may be applied for that purpose under A’s default rules.
S. 188(3A) inserted (15.6.2009) by The Financial Markets and Insolvency Regulations 2009 (S.I. 2009/853), regs. 1(1), 2(15)(b)
(4) If a recognised body takes action under its default rules in respect of a person, all subsequent proceedings under its rules for the purposes of or in connection with the settlement of market contracts to which the defaulter is a party shall be treated as done under its default rules.
Words in s. 188(4) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(24)(e) (with regs. 7(4), 9(1))
S. 188 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

189 Meaning of “relevant office-holder”.
(1) The following are relevant office-holders for the purposes of this Part—
(a) the official receiver,
(b) any person acting in relation to a company as its liquidator, provisional liquidator, administrator or administrative receiver,
(c) any person acting in relation to an individual (or, in Scotland, any debtor within the meaning of the Bankruptcy (Scotland) Act 2016) as his trustee in bankruptcy or interim receiver of his property or as trustee or interim trustee in the sequestration of his estate,
Word in s. 189(1)(c) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(10)(a)
Word in s. 189(1)(c) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(10)(b)
(d) any person acting as administrator of an insolvent estate of a deceased person.
(2) In subsection (1)(b) “company” means any company, society, association, partnership or other body which may be wound up under the Insolvency Act 1986.
1986 c.45.
S. 189 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

189A Meaning of “transfer”
(1) In this Part, a reference to a transfer of a clearing member client contract, a client trade or a qualifying collateral arrangement shall be interpreted in accordance with this section.
(2) A transfer of a clearing member client contract or client trade includes—
(a) an assignment;
(b) a novation; and
(c) terminating or closing out the clearing member client contract or client trade and establishing an equivalent position between different parties.
(3) Where a clearing member client contract is recorded in the accounts of a recognised central counterparty as a position held for the account of an indirect client or group of indirect clients, the clearing member client contract is to be treated as having been transferred if the position is transferred to a different account at the recognised central counterparty.
(4) A reference to a transfer of a qualifying collateral arrangement includes an assignment or a novation.
S. 189A inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(11)

190 Minor definitions.
(1) In this Part—
“administrative receiver” has the meaning given by section 251 of the Insolvency Act 1986;
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
“charge” means any form of security, including a mortgage and, in Scotland, a heritable security;
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
“clearing member”, in relation to a recognised central counterparty, has the meaning given by Article 2(14) of the EMIR Level 1 Regulation;
“client” has the meaning given by Article 2(15) of the EMIR Level 1 Regulation;
“CSD regulation” means Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories;
“EMIR Level 1 Regulation” means Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories;
“EMIR Level 2 Regulation” means Commission Delegated Regulation (EU) No 149/2013 of 19 December 2012 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 with regard to regulatory technical standards on indirect clearing arrangements, the clearing obligation, the public register, access to a trading venue, non-financial counterparties, risk mitigation for OTC derivatives contracts not cleared by a CCP as amended by Commission Delegated Regulation (EU) 2017/2155 of 22 September 2017;
“the FCA” means the Financial Conduct Authority;
“indirect clearing services” has the same meaning as in the EMIR Level 2 Regulation;
“indirect client” has the meaning given by Article 1(a) of the EMIR Level 2 Regulation;
“interim trustee” has the same meaning as in the Bankruptcy (Scotland) Act 2016
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
“member”, in relation to a central securities depository, means a participant of that central securities depository as defined in Article 2(1)(19) of the CSD regulation;
“member of a clearing house” includes a clearing member of a recognised central counterparty;
“MIFIR Level 2 Regulation” means Commission Delegated Regulation (EU) 2017/2154 of 22 September 2017 supplementing Regulation (EU) No. 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards on indirect clearing arrangements;
“overseas”, in relation to an investment exchange or clearing house or central securities depository , means having its head office outside the United Kingdom;
“position” has the same meaning as in the EMIR Level 1 Regulation;
“the PRA” means the Prudential Regulation Authority;
“recognised body” has the same meaning as in section 313 of the Financial Services and Markets Act 2000;
...“recognised central counterparty”, “recognised CSD”, “recognised clearing house”, “recognised investment exchange” , “third country central counterparty” and “third country CSD” have the same meaning as in the Financial Services and Markets Act 2000 (see section 285 of that Act);
“sequestration” means sequestration under the Bankruptcy (Scotland) Act 2016;
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
“set-off”, in relation to Scotland, includes compensation;
“The Stock Exchange” means the London Stock Exchange Limited;
“UK”, in relation to an investment exchange, means having its head office in the United Kingdom.
Words in s. 190 omitted (1.4.2013) by virtue of Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 70(2) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Definitions of “clearing house”, “investment”, “investment exchange” and “recognised” in s. 190(1) repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 89(3)
Words in s. 190(1) inserted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(18)(a) (with regs. 52-58)
Words in s. 190(1) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(25)(a) (with regs. 7(4), 9(1))
Words in s. 190(1) added (3.1.2018) by The Companies Act 1989 (Financial Markets and Insolvency) (Amendment) Regulations 2017 (S.I. 2017/1247), regs. 1, 2(5)(a)
Words in s. 190 inserted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 70(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 190 inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(12)(a)
Words in s. 190(1) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(11)(a)(i)
Words in s. 190(1) inserted (3.1.2018) by The Companies Act 1989 (Financial Markets and Insolvency) (Amendment) Regulations 2017 (S.I. 2017/1247), regs. 1, 2(5)(b)
Words in s. 190(1) inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(25)(b) (with regs. 7(4), 9(1))
Words in s. 190 inserted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 70(4) (with Sch. 20); S.I. 2013/423, art. 3, Sch.
Words in s. 190(1) omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(7)(a) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
Words in s. 190(1) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(25)(c) (with regs. 7(4), 9(1))
Words in s. 190(1) inserted (31.12.2020) by The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(7)(b) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
Words in s. 190(1) inserted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(11)(a)(ii)
Definition of “The Stock Exchange” in s. 190(1) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 89(5)
Words in s. 190(1) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(18)(b)(ii) (with regs. 52-58)
(2) References in this Part to settlement—
(a) mean, in relation to a market contract, the discharge of the rights and liabilities of the parties to the contract, whether by performance, compromise or otherwise;
(b) include, in relation to a clearing member client contract or a clearing member house contract, a reference to its liquidation for the purposes of Article 48 of the EMIR Level 1 Regulation.
S. 190(2) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(18)(c) (with regs. 52-58)
(3) In this Part the expressions “margin” and “cover for margin” have the same meaning.
(3A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 190(3A) omitted (26.8.2013) by virtue of The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(12)(b)
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 190(4) repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 89(6)
(5) For the purposes of this Part a person shall be taken to have notice of a matter if he deliberately failed to make enquiries as to that matter in circumstances in which a reasonable and honest person would have done so.
This does not apply for the purposes of a provision requiring “actual notice”.
(6) References in this Part to the law of insolvency—
(a) include references to every provision made by or under the Insolvency Act 1986 or the Bankruptcy (Scotland) Act 2016; and in relation to a building society references to insolvency law or to any provision of the Insolvency Act 1986 are to that law or provision as modified by the Building Societies Act 1986;
Word in s. 190(6)(a) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(11)(b)
(b) are also to be interpreted in accordance with the modifications made by the enactments mentioned in subsection (6B).
S. 190(6)-(6B) substituted for s. 190(6) (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(18)(e) (with regs. 52-58)
(6A) For the avoidance of doubt, references in this Part to administration, administrator, liquidator and winding up are to be interpreted in accordance with the modifications made by the enactments mentioned in subsection (6B).
(6B) The enactments referred to in subsections (6)(b) and (6A) are—
(a) article 3 of, and the Schedule to, the Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009;
(b) article 18 of, and paragraphs 1(a), (2) and (3) of Schedule 2 to, the Building Societies (Insolvency and Special Administration) Order 2009; and
(c) regulation 27 of, and Schedule 6 to, the Investment Bank Special Administration Regulations 2011.
(7) In relation to Scotland, references in this Part—
(a) to sequestration include references to the administration by a judicial factor of the insolvent estate of a deceased person, and
(b) to an interim trustee or to a trustee in the sequestration of an estate include references to a judicial factor on the insolvent estate of a deceased person,
Words in s. 190(7)(b) substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(11)(c)
unless the context otherwise requires.
S. 190 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

191 Index of defined expressions.
The following Table shows provisions defining or otherwise explaining expressions used in this Part (other than provisions defining or explaining an expression used only in the same section or paragraph)—
Defined Expression	Section
administration	Sections 190(6A) and (6B)
administrator	Sections 190(6A) and (6B)
administrative receiver	Section 190(1)
authorised central securities depository services	Section 155(3D)
charge	Section 190(1)
clearing member	Section 190(1)
clearing member client contract	Section 155(1)(a)
clearing member house contract	Section 155(1)(b)
client	Section 190(1)
client trade	Section 155(1)(c)
cover for margin	Section 190(3)
CSD regulation	Section 190(1)
default fund contribution	Section 188(3A)
default rules (and related expressions)	Section 188
designated non-member	Section 155(2)
. . .	. . .
EMIR Level 1 Regulation	Section 190(1)
EMIR Level 2 Regulation	Section 190(1)
the FCA	Section 190(1)
indirect clearing services	Section 190(1)
indirect client	Section 190(1)
insolvency law (and similar expressions)	Sections 190(6) and (6B)
interim trustee	Sections 190(1) and 190(7)(b)
liquidator	Sections 190(6A) and (6B)
margin	Section 190(3)
market charge	Section 173
market contract	Section 155
member (in relation to a central securities depository)	Section 190(1)
member of a clearing house	Section 190(1)
MIFIR Level 2 Regulation	Section 190(1)
notice	Section 190(5)
overseas (in relation to investment exchanges , clearing houses and central securities depositories)	Section 190(1)
party (in relation to a market contract)	Section 187
. . .	. . .
the PRA	Section 190(1)
qualifying collateral arrangement	Section 155A(1)(a)
qualifying property transfers	Section 155A(1)(b)
recognised body	Section 190(1)
recognised central counterparty	Section 190(1)
recognised clearing house	Section 190(1)
recognised CSD	Section 190(1)
recognised investment exchange	Section 190(1)
relevant office-holder	Section 189
sequestration	Section 190(7)(a)
set off (in relation to Scotland)	Section 190(1)
settlement and related expressions (in relation to a market contract)	Section 190 (2)
The Stock Exchange	Section 190(1)
third country central counterparty	Section 190(1)
third country CSD	Section 190(1)
transfer	Section 189A
interim trustee and trustee in the sequestration of an estate (in relation to Scotland)	section 190(1) and (7)(b)
UK (in relation to investment exchanges)	Section 190(1)
winding up	Sections 190(6A) and (6B)
S. 191 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.
S. 191 Table substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(19), Sch. (with regs. 52-58)
Words in s. 191 Table inserted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(26)(a) (with regs. 7(4), 9(1))
Words in s. 191 omitted (31.12.2020) by virtue of The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(8)(a) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
Words in s. 191 Table inserted (26.8.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) (No. 2) Regulations 2013 (S.I. 2013/1908), regs. 1(3)(c), 2(13)
Words in s. 191 inserted (3.1.2018) by The Companies Act 1989 (Financial Markets and Insolvency) (Amendment) Regulations 2017 (S.I. 2017/1247), regs. 1, 2(6)
Words in s. 191 Table substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), regs. 1, 3(26)(b) (with regs. 7(4), 9(1))
S. 191 Table: entry omitted (30.11.2016) by virtue of The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(12)(a)
Words in s. 191 inserted (31.12.2020) by The Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (S.I. 2019/341), regs. 1(3), 2(8)(b) (with reg. 21) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 23(b) and with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)
S. 191 Table: entry substituted (30.11.2016) by The Bankruptcy (Scotland) Act 2016 (Consequential Provisions and Modifications) Order 2016 (S.I. 2016/1034), art. 1, Sch. 1 para. 6(12)(b)
Pt. VII (ss. 154-191): functions of the Secretary of State transferred (7.6.1992) to the Treasury by S.I. 1992/1315, art. 2(1)(c) (with art. 6)
Pt. VII (ss. 154-191) applied (E.W.S.) (15.8.1995) by S.I. 1995/2049, reg.3; and applied (with modifications) (E.W.S.) (15.8.1995) by S.I. 1995/2049, regs.3,4,5,19, 26; and applied (with modifications) (15.7.1996) by S.I. 1996/1469, regs.3, 4, 5
Pt. VII: power to apply conferred (1.12.2001) by 2000 c. 8, s. 301(1)(a); S.I. 2001/3538, art. 2(1)

Part VIII Amendments of the Financial Services Act 1986

192 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 192-197 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(i)

193 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 192-197 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(i)

194 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 192-197 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(i)

195 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 192-197 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(i)

196 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 192-197 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(i)

197 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 192-197 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(i)

198 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 198 repealed (19.6.1995) by S.I. 1995/1537, regs. 1(1), 17, Sch. 2 Pt. II para.10

199 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 199 repealed (19.6.1995) by S.I. 1995/1537, regs. 1(1), 17, Sch. 2 Pt. II para.10

200 Jurisdiction of High Court and Court of Session.
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 200(1) repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(j)
(2) In Schedule 5 to the Civil Jurisdiction and Judgments Act 1982 (proceedings excluded from general provisions as to allocation of jurisdiction within the United Kingdom), for paragraph 10 substitute—

“10 Financial Services Act 1986
Proceedings such as are mentioned in section 188 of the Financial Services Act 1986.”

.
1982 c. 27.

201 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 201-206 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(k)

202 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 201-206 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(k)

203 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 201-206 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(k)

204 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 201-206 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(k)

205 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 201-206 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(k)

206 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ss. 201-206 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(k)

Part IX Transfer of Securities

207 Transfer of securities.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 207 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
Part IX (s. 207): functions of the Secretary of State transferred (7.6.1992) to the Treasury by S.I. 1992/1315, art. 2(1) (with art. 6).

Part X Miscellaneous and General Provisions

Miscellaneous

208 Summary proceedings in Scotland for offences in connection with disqualification of directors.
In section 21 of the Company Directors Disqualification Act 1986 (application of provisions of the Insolvency Act 1986), after subsection (3) add—

“(4) For the purposes of summary proceedings in Scotland, section 431 of that Act applies to summary proceedings for an offence under section 11 or 13 of this Act as it applies to summary proceedings for an offence under Parts I to VII of that Act.”

.
1986 c. 46.
1986 c. 45.

209 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 209 repealed (1.3.1994) by 1993 c. 36, s. 79(14), Sch. 6 Pt.I; S.I. 1994/242, art. 2,Sch.

210 Restriction of duty to supply statements of premium income.
(1) Schedule 3 to the Policyholders Protection Act 1975 (provisions with respect to levies on authorised insurance companies) is amended as follows.
1975 c. 75.
(2) For paragraph 4 (statements of premium income to be sent to Secretary of State) substitute—

“4
(1) The Secretary of State may by notice in writing require an authorised insurance company to send him a statement of—
(a) any income of the company for the year preceding that in which the notice is received by the company which is income liable to the general business levy, and
(b) any income of the company for that year which is income liable to the long term business levy.
(2) An authorised insurance company which receives a notice under this paragraph shall send the statement required by the notice to the Secretary of State within three months of receiving the notice.
(3) Where an authorised insurance company is required under this paragraph to send a statement to the Secretary of State in respect of income of both descriptions mentioned in sub-paragraph (1)(a) and (b) above it shall send a separate statement in respect of income of each description.”

.
(3) In paragraph 5(3) (application of provisions of the Insurance Companies Act 1982 to failure to meet obligation imposed by paragraph 4) for “the obligation imposed on an insurance company by paragraph 4” substitute “an obligation imposed on an insurance company under paragraph 4”.
1982 c. 50.
(4) In paragraph 6 (declaration and enforcement of levies) omitsub-paragraph (4) (provision about notices).
(5) After paragraph 7 insert—

“8 Notices under paragraphs 4 and 6
A notice under paragraph 4 or 6 above may be sent by post, and a letter containing such a notice shall be deemed to be properly addressed if it is addressed to the insurance company to which it is sent at its last known place of business in the United Kingdom.”

.

211 Building societies: miscellaneous amendments.
(1) In section 104 of the Building Societies Act 1986 (power to assimilate law relating to building societies and law relating to companies), in subsection (2) (relevant provisions of that Act), omit the word “and” before paragraph (d) and after that paragraph add—

“; and
(e) section 110 (provisions exempting officers and auditors from liability).”

.
1986 c. 53.
(2) In Schedule 15 to the Building Societies Act 1986 (application of companies winding-up legislation)—
(a) in paragraph 1(a) (provisions of Insolvency Act 1986 applied) for “and XII” substitute “ , XII and XIII ”;
1986 c. 45.
(b) in paragraph 3(2)(b) (adaptations: references to be omitted), omit “, a shadow director”.
(3) In the Company Directors Disqualification Act 1986, after section 22 insert—

“22A Application of Act to building societies.
(1) This Act applies to building societies as it applies to companies.
(2) References in this Act to a company, or to a director or an officer of a company include, respectively, references to a building society within the meaning of the Building Societies Act 1986 or to a director or officer, within the meaning of that Act, of a building society.
(3) In relation to a building society the definition of “shadow director” in section 22(5) applies with the substitution of “building society” for “company”.
(4) In the application of Schedule 1 to the directors of a building society, references to provisions of the Insolvency Act or the Companies Act include references to the corresponding provisions of the Building Societies Act 1986.”

.
1986 c. 46.
S. 211 wholly in force; s. 211(2)(3) in force at 31.7.1990 see S.I. 1990/1392; s. 211(1) in force at 1.10.1991 see s. 215 and S.I. 1991/1996, art. 2(1)(b)

General

211A “Bank of England”
In this Act references to the Bank of England do not include the Bank acting in its capacity as the Prudential Regulation Authority.
S. 211A inserted (1.3.2017) by The Bank of England and Financial Services (Consequential Amendments) Regulations 2017 (S.I. 2017/80), reg. 1, Sch. para. 3(a)

212 Repeals.
The enactments mentioned in Schedule 24 are repealed to the extent specified there.
S. 212 partly in force: s. 212 partly in force at Royal Assent see s. 215(1)(2); s. 212 in force for certain purposes at 1.7.1991 by S.I. 1991/488, art. 2(4); s. 212 partly in force for certain purposes at 1.10.1991 and 1.11.1991 by S.I. 1991/1996, art. 2(1)(2); s. 212 in force for certain purposes at 3.7.1995 by S.I. 1995/1352, art. 3(c)(i)(ii)
For information relating to the extent of this section see s. 213

212 Repeals.
The enactments mentioned in Schedule 24 are repealed to the extent specified there.

213 Provisions extending to Northern Ireland.
(1) The provisions of this Act extend to Northern Ireland so far as they amend, or provide for the amendment of, an enactment which so extends.
(2) So far as any provision of this Act amends the ... the Insolvency Act 1986, its application to companies registered or incorporated in Northern Ireland is subject to ... section 441(2) of the Insolvency Act 1986....
Words in s. 213(2) omitted (1.10.2009) by virtue of The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 103(3) (with art. 10)
1986 c. 45.
(3) In Part III (investigations and powers to obtain information), sections 82 to 91, (powers exercisable to assist overseas regulatory authorities) extend to Northern Ireland.
(4) Part VI (mergers and related matters) extends to Northern Ireland.
(5) In Part VII (financial markets and insolvency) the following provisions extend to Northern Ireland—
(a) sections 154 and 155 (introductory provisions and definition of “market contract”),
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 213(5)(b)(6) repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(l)
(c) sections 157, 160, 162, and 166 to 169 (provisions relating to recognised investment exchanges , recognised clearing houses and recognised CSDs),
Words in s. 213(5)(c) substituted (28.11.2017) by The Central Securities Depositories Regulations 2017 (S.I. 2017/1064), reg. 1, Sch. para. 5(3) (with regs. 7(4), 9(1))
(d) sections 170 and 172 (power to extend provisions to other financial markets),
Words in s. 213(5)(d) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 4(20) (with regs. 52-58)
(e) section 184 (indemnity for certain acts), and
(f) sections 185 to 191 (supplementary provisions).
(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7) Part IX (transfer of securities) extends to Northern Ireland.
. . .
Words in s. 213(7) repealed (2.12.1999) by 1998 c. 47, s. 100(2), Sch. 15 (with s. 95); S.I. 1999/3209, art. 2, Sch.
(8) In Part X (miscellaneous and general provisions), section 211A, this section and sections 214 to 216 (general provisions) extend to Northern Ireland.
Words in s. 213(8) inserted (1.3.2017) by The Bank of England and Financial Services (Consequential Amendments) Regulations 2017 (S.I. 2017/80), reg. 1, Sch. para. 3(b)
(9) Except as mentioned above, the provisions of this Act do not extend to Northern Ireland.

214 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S. 214 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(m)

215 Commencement and transitional provisions.
(1) The following provisions of this Act come into force on Royal Assent—
(a) in Part V (amendments of company law), section 141 (application to declare dissolution of company void);
(b) in Part VI (mergers)—
(i) sections 147 to 150, and
(ii) paragraphs 2 to 12, 14 to 16, 18 to 20, 22 to 25 of Schedule 20, and section 153 so far as relating to those paragraphs;
(c) in Part VIII (amendments of the Financial Services Act 1986), section 202 (offers of short-dated debentures);
1986 c. 60.
(d) in Part X (miscellaneous and general provisions), the repeals made by Schedule 24 in sections 71, 74, 88 and 89 of, and Schedule 9 to, the Fair Trading Act 1973, and section 212 so far as relating to those repeals.
1973 c. 41.
(2) The other provisions of this Act come into force on such day as the Secretary of State may appoint by order made by statutory instrument; and different days may be appointed for different provisions and different purposes.
Power of appointment conferred by s. 215(2) partly exercised: S.I. 1990/98, 142, 354, 355, 713, 1392, 1707, 2569
S. 215(2) power partly exercised: 1.1.2005 appointed for specified provisions by {S.I. 2004/3322}, art. 2(1)
(3) An order bringing into force any provision may contain such transitional provisions and savings as appear to the Secretary of State to be necessary or expedient.
(4) The Secretary of State may also by order under this section amend any enactment which refers to the commencement of a provision brought into force by the order so as to substitute a reference to the actual date on which it comes into force.

216 Short title.
This Act may be cited as the Companies Act 1989.

SCHEDULES
SCHEDULE 1

1
Schedule 4 to the Companies Act 1985 (form and content of company accounts) is amended as follows.
1985 c. 6.

Group undertakings

2
(1) For “group companies”, wherever occurring, substitute “ group undertakings ”.
(2) That expression occurs—
(a) in Balance Sheet Format 1, in Items B.III.1 and 2, C.II.2, C.III.1, E.6 and H.6;
(b) in Balance Sheet Format 2—
(i) under the heading “ASSETS”, in Items B.III.1 and 2, C.II.2 and C.III.1;
(ii) under the heading “LIABILITIES”, in Item C.6;
(c) in the Profit and Loss Accounts Formats—
(i) in Format 1, Item 7;
(ii) in Format 2, Item 9;
(iii) in Format 3, Item B.3;
(iv) in Format 4, Item B.5;
(d) in Notes (15) and (16) to the profit and loss account formats; and
(e) in the second sentence of paragraph 53(2) (exclusion from requirement to state separately certain loans).

Participating interests

3
(1) For “shares in related companies”, wherever occurring, substitute “ participating interests ”.
(2) That expression occurs—
(a) in Balance Sheet Format 1, Item B.III.3;
(b) in Balance Sheet Format 2, under the heading “ASSETS”, in Item B.III.3;
(c) in the Profit and Loss Accounts Formats—
(i) in Format 1, Item 8;
(ii) in Format 2, Item 10;
(iii) in Format 3, Item B.4;
(iv) in Format 4, Item B.6.

4
(1) For “related companies”, wherever occurring in any other context, substitute “ undertakings in which the company has a participating interest ”.
(2) Those contexts are—
(a) in Balance Sheet Format 1, in Items B.III.4, C.II.3, E.7 and H.7;
(b) in Balance Sheet Format 2—
(i) under the heading “ASSETS”, in Items B.III.4 and C.II.3;
(ii) under the heading “LIABILITIES”, in Item C.7.

Consistency of accounting policies

5
For paragraph 11 (consistency of accounting policy from one year to the next) substitute—

“11
Accounting policies shall be applied consistently within the same accounts and from one financial year to the next.”

.

Revaluation reserve

6
In paragraph 34 (revaluation reserve), for sub-paragraph (3) (circumstances in which reduction of reserve required or permitted) substitute—

“(3) An amount may be transferred from the revaluation reserve—
(a) to the profit and loss account, if the amount was previously charged to that account or represents realised profit, or
(b) on capitalisation;
and the revaluation reserve shall be reduced to the extent that the amounts transferred to it are no longer necessary for the purposes of the valuation method used.
(3A) In sub-paragraph (3)(b) “capitalisation”, in relation to an amount standing to the credit of the revaluation reserve, means applying it in wholly or partly paying up unissued shares in the company to be allotted to members of the company as fully or partly paid shares.
(3B) The revaluation reserve shall not be reduced except as mentioned in this paragraph.”

.

Compliance with accounting standards

7
After paragraph 36 (disclosure of accounting policies) insert—

“36A
It shall be stated whether the accounts have been prepared in accordance with applicable accounting standards and particulars of any material departure from those standards and the reasons for it shall be given.”

.

Provision for taxation

8
For paragraph 47 (provision for taxation) substitute—

“47
The amount of any provision for deferred taxation shall be stated separately from the amount of any provision for other taxation.”

.

Loans in connection with assistance for purchase of company’s own shares

9
In paragraph 51(2) (disclosure of outstanding loans in connection with certain cases of financial assistance for purchase of company’s own shares), after “153(4)(b)” insert “ , (bb) ”.

Obligation to show corresponding amounts for previous financial year

10
In paragraph 58(3) (exceptions from obligation to show corresponding amount for previous financial year), for paragraphs (a) to (c) substitute—

“(a) paragraph 13 of Schedule 4A (details of accounting treatment of acquisitions),
(b) paragraphs 2, 8(3), 16, 21(1)(d), 22(4) and (5), 24(3) and (4) and 27(3) and (4) of Schedule 5 (shareholdings in other undertakings),
(c) Parts II and III of Schedule 6 (loans and other dealings in favour of directors and others), and
(d) paragraphs 42 and 46 above (fixed assets and reserves and provisions).”

.

Special provisions where company is parent company or subsidiary undertaking

11
(1) For the heading to Part IV (special provisions where the company is a holding or subsidiary company) substitute—

“Part IV Special Provisions Where Company is a Parent Company or Subsidiary Undertaking”

.
(2) In that Part for paragraph 59 substitute—

“59 Dealings with or interests in group undertakings
Where a company is a parent company or a subsidiary undertaking and any item required by Part I of this Schedule to be shown in the company’s balance sheet in relation to group undertakings includes—
(a) amounts attributable to dealings with or interests in any parent undertaking or fellow subsidiary undertaking, or
(b) amounts attributable to dealings with or interests in any subsidiary undertaking of the company,
the aggregate amounts within paragraphs (a) and (b) respectively shall be shown as separate items, either by way of subdivision of the relevant item in the balance sheet or in a note to the company’s accounts.”

.
(3) After that paragraph insert—

“59A Guarantees and other financial commitments in favour of group undertakings
Commitments within any of sub-paragraphs (1) to (5) of paragraph 50 (guarantees and other financial commitments) which are undertaken on behalf of or for the benefit of—
(a) any parent undertaking or fellow subsidiary undertaking, or
(b) any subsidiary undertaking of the company,
shall be stated separately from the other commitments within that sub-paragraph, and commitments within paragraph (a) shall also be stated separately from those within paragraph (b).”

.
Sch. 1 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
SCHEDULE 2

General rules

1
(1) Group accounts shall comply so far as practicable with the provisions of Schedule 4 as if the undertakings included in the consolidation (“the group”) were a single company.
(2) In particular, for the purposes of paragraph 59 of that Schedule (dealings with or interests in group undertakings) as it applies to group accounts—
(a) any subsidiary undertakings of the parent company not included in the consolidation shall be treated as subsidiary undertakings of the group, and
(b) if the parent company is itself a subsidiary undertaking, the group shall be treated as a subsidiary undertaking of any parent undertaking of that company, and the reference to fellow-subsidiary undertakings shall be construed accordingly.
(3) Where the parent company is treated as an investment company for the purposes of Part V of that Schedule (special provisions for investment companies) the group shall be similarly treated.

2
(1) The consolidated balance sheet and profit and loss account shall incorporate in full the information contained in the individual accounts of the undertakings included in the consolidation, subject to the adjustments authorised or required by the following provisions of this Schedule and to such other adjustments (if any) as may be appropriate in accordance with generally accepted accounting principles or practice.
(2) If the financial year of a subsidiary undertaking included in the consolidation differs from that of the parent company, the group accounts shall be made up—
(a) from the accounts of the subsidiary undertaking for its financial year last ending before the end of the parent company’s financial year, provided that year ended no more than three months before that of the parent company, or
(b) from interim accounts prepared by the subsidiary undertaking as at the end of the parent company’s financial year.

3
(1) Where assets and liabilities to be included in the group accounts have been valued or otherwise determined by undertakings according to accounting rules differing from those used for the group accounts, the values or amounts shall be adjusted so as to accord with the rules used for the group accounts.
(2) If it appears to the directors of the parent company that there are special reasons for departing from sub-paragraph (1) they may do so, but particulars of any such departure, the reasons for it and its effect shall be given in a note to the accounts.
(3) The adjustments referred to in this paragraph need not be made if they are not material for the purpose of giving a true and fair view.

4
Any differences of accounting rules as between a parent company’s individual accounts for a financial year and its group accounts shall be disclosed in a note to the latter accounts and the reasons for the difference given.

5
Amounts which in the particular context of any provision of this Schedule are not material may be disregarded for the purposes of that provision.

Elimination of group transactions

6
(1) Debts and claims between undertakings included in the consolidation, and income and expenditure relating to transactions between such undertakings, shall be eliminated in preparing the group accounts.
(2) Where profits and losses resulting from transactions between undertakings included in the consolidation are included in the book value of assets, they shall be eliminated in preparing the group accounts.
(3) The elimination required by sub-paragraph (2) may be effected in proportion to the group’s interest in the shares of the undertakings.
(4) Sub-paragraphs (1) and (2) need not be complied with if the amounts concerned are not material for the purpose of giving a true and fair view.

Acquisition and merger accounting

7
(1) The following provisions apply where an undertaking becomes a subsidiary undertaking of the parent company.
(2) That event is referred to in those provisions as an “acquisition”, and references to the “undertaking acquired” shall be construed accordingly.

8
An acquisition shall be accounted for by the acquisition method of accounting unless the conditions for accounting for it as a merger are met and the merger method of accounting is adopted.

9
(1) The acquisition method of accounting is as follows.
(2) The identifiable assets and liabilities of the undertaking acquired shall be included in the consolidated balance sheet at their fair values as at the date of acquisition.
In this paragraph the “identifiable” assets or liabilities of the undertaking acquired means the assets or liabilities which are capable of being disposed of or discharged separately, without disposing of a business of the undertaking.
(3) The income and expenditure of the undertaking acquired shall be brought into the group accounts only as from the date of the acquisition.
(4) There shall be set off against the acquisition cost of the interest in the shares of the undertaking held by the parent company and its subsidiary undertakings the interest of the parent company and its subsidiary undertakings in the adjusted capital and reserves of the undertaking acquired.
For this purpose—
“the acquisition cost” means the amount of any cash consideration and the fair value of any other consideration, together with such amount (if any) in respect of fees and other expenses of the acquisition as the company may determine, and
“the adjusted capital and reserves” of the undertaking acquired means its capital and reserves at the date of the acquisition after adjusting the identifiable assets and liabilities of the undertaking to fair values as at that date.
(5) The resulting amount if positive shall be treated as goodwill, and if negative as a negative consolidation difference.

10
(1) The conditions for accounting for an acquisition as a merger are—
(a) that at least 90 per cent. of the nominal value of the relevant shares in the undertaking acquired is held by or on behalf of the parent company and its subsidiary undertakings,
(b) that the proportion referred to in paragraph (a) was attained pursuant to an arrangement providing for the issue of equity shares by the parent company or one or more of its subsidiary undertakings,
(c) that the fair value of any consideration other than the issue of equity shares given pursuant to the arrangement by the parent company and its subsidiary undertakings did not exceed 10 per cent. of the nominal value of the equity shares issued, and
(d) that adoption of the merger method of accounting accords with generally accepted accounting principles or practice.
(2) The reference in sub-paragraph (1)(a) to the “relevant shares” in an undertaking acquired is to those carrying unrestricted rights to participate both in distributions and in the assets of the undertaking upon liquidation.

11
(1) The merger method of accounting is as follows.
(2) The assets and liabilities of the undertaking acquired shall be brought into the group accounts at the figures at which they stand in the undertaking’s accounts, subject to any adjustment authorised or required by this Schedule.
(3) The income and expenditure of the undertaking acquired shall be included in the group accounts for the entire financial year, including the period before the acquisition.
(4) The group accounts shall show corresponding amounts relating to the previous financial year as if the undertaking acquired had been included in the consolidation throughout that year.
(5) There shall be set off against the aggregate of—
(a) the appropriate amount in respect of qualifying shares issued by the parent company or its subsidiary undertakings in consideration for the acquisition of shares in the undertaking acquired, and
(b) the fair value of any other consideration for the acquisition of shares in the undertaking acquired, determined as at the date when those shares were acquired,
the nominal value of the issued share capital of the undertaking acquired held by the parent company and its subsidiary undertakings.
(6) The resulting amount shall be shown as an adjustment to the consolidated reserves.
(7) In sub-paragraph (5)(a) “qualifying shares” means—
(a) shares in relation to which section 131 (merger relief) applies, in respect of which the appropriate amount is the nominal value; or
(b) shares in relation to which section 132 (relief in respect of group reconstructions) applies, in respect of which the appropriate amount is the nominal value together with any minimum premium value within the meaning of that section.

12
(1) Where a group is acquired, paragraphs 9 to 11 apply with the following adaptations.
(2) References to shares of the undertaking acquired shall be construed as references to shares of the parent undertaking of the group.
(3) Other references to the undertaking acquired shall be construed as references to the group; and references to the assets and liabilities, income and expenditure and capital and reserves of the undertaking acquired shall be construed as references to the assets and liabilities, income and expenditure and capital and reserves of the group after making the set-offs and other adjustments required by this Schedule in the case of group accounts.

13
(1) The following information with respect to acquisitions taking place in the financial year shall be given in a note to the accounts.
(2) There shall be stated—
(a) the name of the undertaking acquired or, where a group was acquired, the name of the parent undertaking of that group, and
(b) whether the acquisition has been accounted for by the acquisition or the merger method of accounting;
and in relation to an acquisition which significantly affects the figures shown in the group accounts, the following further information shall be given.
(3) The composition and fair value of the consideration for the acquisition given by the parent company and its subsidiary undertakings shall be stated.
(4) The profit or loss of the undertaking or group acquired shall be stated—
(a) for the period from the beginning of the financial year of the undertaking or, as the case may be, of the parent undertaking of the group, up to the date of the acquisition, and
(b) for the previous financial year of that undertaking or parent undertaking;
and there shall also be stated the date on which the financial year referred to in paragraph (a) began.
(5) Where the acquisition method of accounting has been adopted, the book values immediately prior to the acquisition, and the fair values at the date of acquisition, of each class of assets and liabilities of the undertaking or group acquired shall be stated in tabular form, including a statement of the amount of any goodwill or negative consolidation difference arising on the acquisition, together with an explanation of any significant adjustments made.
(6) Where the merger method of accounting has been adopted, an explanation shall be given of any significant adjustments made in relation to the amounts of the assets and liabilities of the undertaking or group acquired, together with a statement of any resulting adjustment to the consolidated reserves (including the re-statement of opening consolidated reserves).
(7) In ascertaining for the purposes of sub-paragraph (4), (5) or (6) the profit or loss of a group, the book values and fair values of assets and liabilities of a group or the amount of the assets and liabilities of a group, the set-offs and other adjustments required by this Schedule in the case of group accounts shall be made.

14
(1) There shall also be stated in a note to the accounts the cumulative amount of goodwill resulting from acquisitions in that and earlier financial years which has been written off.
(2) That figure shall be shown net of any goodwill attributable to subsidiary undertakings or businesses disposed of prior to the balance sheet date.

15
Where during the financial year there has been a disposal of an undertaking or group which significantly affects the figures shown in the group accounts, there shall be stated in a note to the accounts—
(a) the name of that undertaking or, as the case may be, of the parent undertaking of that group, and
(b) the extent to which the profit or loss shown in the group accounts is attributable to profit or loss of that undertaking or group.

16
The information required by paragraph 13, 14 or 15 above need not be disclosed with respect to an undertaking which—
(a) is established under the law of a country outside the United Kingdom, or
(b) carries on business outside the United Kingdom,
if in the opinion of the directors of the parent company the disclosure would be seriously prejudicial to the business of that undertaking or to the business of the parent company or any of its subsidiary undertakings and the Secretary of State agrees that the information should not be disclosed.

Minority interests

17
(1) The formats set out in Schedule 4 have effect in relation to group accounts with the following additions.
(2) In the Balance Sheet Formats a further item headed “Minority interests” shall be added—
(a) in Format 1, either after item J or at the end (after item K), and
(b) in Format 2, under the general heading “LIABILITIES”, between items A and B;
and under that item shall be shown the amount of capital and reserves attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.
(3) In the Profit and Loss Account Formats a further item headed “Minority interests” shall be added—
(a) in Format 1, between items 14 and 15,
(b) in Format 2, between items 16 and 17,
(c) in Format 3, between items 7 and 8 in both sections A and B, and
(d) in Format 4, between items 9 and 10 in both sections A and B;
and under that item shall be shown the amount of any profit or loss on ordinary activities attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.
(4) In the Profit and Loss Account Formats a further item headed “Minority interests” shall be added—
(a) in Format 1, between items 18 and 19,
(b) in Format 2, between items 20 and 21,
(c) in Format 3, between items 9 and 10 in section A and between items 8 and 9 in section B, and
(d) in Format 4, between items 11 and 12 in section A and between items 10 and 11 in section B;
and under that item shall be shown the amount of any profit or loss on extraordinary activities attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.
(5) For the purposes of paragraph 3(3) and (4) of Schedule 4 (power to adapt or combine items)—
(a) the additional item required by sub-paragraph (2) above shall be treated as one to which a letter is assigned, and
(b) the additional items required by sub-paragraphs (3) and (4) above shall be treated as ones to which an Arabic number is assigned.

Interests in subsidiary undertakings excluded from consolidation

18
The interest of the group in subsidiary undertakings excluded from consolidation under section 229(4) (undertakings with activities different from those of undertakings included in the consolidation), and the amount of profit or loss attributable to such an interest, shall be shown in the consolidated balance sheet or, as the case may be, in the consolidated profit and loss account by the equity method of accounting (including dealing with any goodwill arising in accordance with paragraphs 17 to 19 and 21 of Schedule 4).

Joint ventures

19
(1) Where an undertaking included in the consolidation manages another undertaking jointly with one or more undertakings not included in the consolidation, that other undertaking (“the joint venture”) may, if it is not—
(a) a body corporate, or
(b) a subsidiary undertaking of the parent company,
be dealt with in the group accounts by the method of proportional consolidation.
(2) The provisions of this Part relating to the preparation of consolidated accounts apply, with any necessary modifications, to proportional consolidation under this paragraph.

Associated undertakings

20
(1) An “associated undertaking” means an undertaking in which an undertaking included in the consolidation has a participating interest and over whose operating and financial policy it exercises a significant influence, and which is not—
(a) a subsidiary undertaking of the parent company, or
(b) a joint venture dealt with in accordance with paragraph 19.
(2) Where an undertaking holds 20 per cent. or more of the voting rights in another undertaking, it shall be presumed to exercise such an influence over it unless the contrary is shown.
(3) The voting rights in an undertaking means the rights conferred on shareholders in respect of their shares or, in the case of an undertaking not having a share capital, on members, to vote at general meetings of the undertaking on all, or substantially all, matters.
(4) The provisions of paragraphs 5 to 11 of Schedule 10A (rights to be taken into account and attribution of rights) apply in determining for the purposes of this paragraph whether an undertaking holds 20 per cent. or more of the voting rights in another undertaking.

21
(1) The formats set out in Schedule 4 have effect in relation to group accounts with the following modifications.
(2) In the Balance Sheet Formats the items headed “Participating interests”, that is—
(a) in Format 1, item B.III.3, and
(b) In Format 2, item B.III.3 under the heading “ASSETS”,
shall be replaced by two items, “Interests in associated undertakings” and “Other participating interests”.
(3) In the Profit and Loss Account Formats, the items headed “Income from participating interests”, that is—
(a) in Format 1, item 8,
(b) in Format 2, item 10,
(c) in Format 3, item B.4, and
(d) in Format 4, item B.6,
shall be replaced by two items, “Income from interests in associated undertakings” and “Income from other participating interests”.

22
(1) The interest of an undertaking in an associated undertaking, and the amount of profit or loss attributable to such an interest, shall be shown by the equity method of accounting (including dealing with any goodwill arising in accordance with paragraphs 17 to 19 and 21 of Schedule 4).
(2) Where the associated undertaking is itself a parent undertaking, the net assets and profits or losses to be taken into account are those of the parent and its subsidiary undertakings (after making any consolidation adjustments).
(3) The equity method of accounting need not be applied if the amounts in question are not material for the purpose of giving a true and fair view.
Sch. 2 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
SCHEDULE 3

Part I Companies not Required to Prepare Group Accounts

Subsidiary undertakings

1
(1) The following information shall be given where at the end of the financial year the company has subsidiary undertakings.
(2) The name of each subsidiary undertaking shall be stated.
(3) There shall be stated with respect to each subsidiary undertaking—
(a) if it is incorporated outside Great Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal place of business.
(4) The reason why the company is not required to prepare group accounts shall be stated.
(5) If the reason is that all the subsidiary undertakings of the company fall within the exclusions provided for in section 229, it shall be stated with respect to each subsidiary undertaking which of those exclusions applies.

Holdings in subsidiary undertakings

2
(1) There shall be stated in relation to shares of each class held by the company in a subsidiary undertaking—
(a) the identity of the class, and
(b) the proportion of the nominal value of the shares of that class represented by those shares.
(2) The shares held by or on behalf of the company itself shall be distinguished from those attributed to the company which are held by or on behalf of a subsidiary undertaking.

Financial information about subsidiary undertakings

3
(1) There shall be disclosed with respect to each subsidiary undertaking—
(a) the aggregate amount of its capital and reserves as at the end of its relevant financial year, and
(b) its profit or loss for that year.
(2) That information need not be given if the company is exempt by virtue of section 228 from the requirement to prepare group accounts (parent company included in accounts of larger group).
(3) That information need not be given if—
(a) the subsidiary undertaking is not required by any provision of this Act to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Great Britain or elsewhere, and
(b) the company’s holding is less than 50 per cent. of the nominal value of the shares in the undertaking.
(4) Information otherwise required by this paragraph need not be given if it is not material.
(5) For the purposes of this paragraph the “relevant financial year” of a subsidiary undertaking is—
(a) if its financial year ends with that of the company, that year, and
(b) if not, its financial year ending last before the end of the company’s financial year.

Financial years of subsidiary undertakings

4
Where the financial year of one or more subsidiary undertakings did not end with that of the company, there shall be stated in relation to each such undertaking—
(a) the reasons why the company’s directors consider that its financial year should not end with that of the company, and
(b) the date on which its last financial year ended (last before the end of the company’s financial year).
Instead of the dates required by paragraph (b) being given for each subsidiary undertaking the earliest and latest of those dates may be given.

Further information about subsidiary undertakings

5
(1) There shall be disclosed—
(a) any qualifications contained in the auditors’ reports on the accounts of subsidiary undertakings for financial years ending with or during the financial year of the company, and
(b) any note or saving contained in such accounts to call attention to a matter which, apart from the note or saving, would properly have been referred to in such a qualification,
in so far as the matter which is the subject of the qualification or note is not covered by the company’s own accounts and is material from the point of view of its members.
(2) The aggregate amount of the total investment of the company in the shares of subsidiary undertakings shall be stated by way of the equity method of valuation, unless—
(a) the company is exempt from the requirement to prepare group accounts by virtue of section 228 (parent company included in accounts of larger group), and
(b) the directors state their opinion that the aggregate value of the assets of the company consisting of shares in, or amounts owing (whether on account of a loan or otherwise) from, the company’s subsidiary undertakings is not less than the aggregate of the amounts at which those assets are stated or included in the company’s balance sheet.
(3) In so far as information required by this paragraph is not obtainable, a statement to that effect shall be given instead.

Shares and debentures of company held by subsidiary undertakings

6
(1) The number, description and amount of the shares in and debentures of the company held by or on behalf of its subsidiary undertakings shall be disclosed.
(2) Sub-paragraph (1) does not apply in relation to shares or debentures in the case of which the subsidiary undertaking is concerned as personal representative or, subject as follows, as trustee.
(3) The exception for shares or debentures in relation to which the subsidiary undertaking is concerned as trustee does not apply if the company, or any subsidiary undertaking of the company, is beneficially interested under the trust, otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.
(4) Schedule 2 to this Act has effect for the interpretation of the reference in sub-paragraph (3) to a beneficial interest under a trust.

Significant holdings in undertakings other than subsidiary undertakings

7
(1) The information required by paragraphs 8 and 9 shall be given where at the end of the financial year the company has a significant holding in an undertaking which is not a subsidiary undertaking of the company.
(2) A holding is significant for this purpose if—
(a) it amounts to 10 per cent. or more of the nominal value of any class of shares in the undertaking, or
(b) the amount of the holding (as stated or included in the company’s accounts) exceeds one-tenth of the amount (as so stated) of the company’s assets.

8
(1) The name of the undertaking shall be stated.
(2) There shall be stated—
(a) if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal place of business.
(3) There shall also be stated—
(a) the identity of each class of shares in the undertaking held by the company, and
(b) the proportion of the nominal value of the shares of that class represented by those shares.

9
(1) Where the company has a significant holding in an undertaking amounting to 20 per cent. or more of the nominal value of the shares in the undertaking, there shall also be stated—
(a) the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and
(b) its profit or loss for that year.
(2) That information need not be given if—
(a) the company is exempt by virtue of section 228 from the requirement to prepare group accounts (parent company included in accounts of larger group), and
(b) the investment of the company in all undertakings in which it has such a holding as is mentioned in sub-paragraph (1) is shown, in aggregate, in the notes to the accounts by way of the equity method of valuation.
(3) That information need not be given in respect of an undertaking if—
(a) the undertaking is not required by any provision of this Act to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Great Britain or elsewhere, and
(b) the company’s holding is less than 50 per cent. of the nominal value of the shares in the undertaking.
(4) Information otherwise required by this paragraph need not be given if it is not material.
(5) For the purposes of this paragraph the “relevant financial year” of an undertaking is—
(a) if its financial year ends with that of the company, that year, and
(b) if not, its financial year ending last before the end of the company’s financial year.

Arrangements attracting merger relief

10
(1) This paragraph applies to arrangements attracting merger relief, that is, where a company allots shares in consideration for the issue, transfer or cancellation of shares in another body corporate (“the other company”) in circumstances such that section 130 of this Act (share premium account) does not, by virtue of section 131(2) (merger relief), apply to the premiums on the shares.
(2) If the company makes such an arrangement during the financial year, the following information shall be given—
(a) the name of the other company,
(b) the number, nominal value and class of shares allotted,
(c) the number, nominal value and class of shares in the other company issued, transferred or cancelled, and
(d) particulars of the accounting treatment adopted in the company’s accounts in respect of the issue, transfer or cancellation.
(3) Where the company made such an arrangement during the financial year, or during either of the two preceding financial years, and there is included in the company’s profit and loss account—
(a) any profit or loss realised during the financial year by the company on the disposal of—
(i) any shares in the other company, or
(ii) any assets which were fixed assets of the other company or any of its subsidiary undertakings at the time of the arrangement, or
(b) any part of any profit or loss realised during the financial year by the company on the disposal of any shares (other than shares in the other company) which was attributable to the fact that there were at the time of the disposal amongst the assets of the company which issued the shares, or any of its subsidiary undertakings, such shares or assets as are described in paragraph (a) above,
then, the net amount of that profit or loss or, as the case may be, the part so attributable shall be shown, together with an explanation of the transactions to which the information relates.
(4) For the purposes of this paragraph the time of the arrangement shall be taken to be—
(a) where as a result of the arrangement the other company becomes a subsidiary undertaking of the company, the date on which it does so or, if the arrangement in question becomes binding only on the fulfilment of a condition, the date on which that condition is fulfilled;
(b) if the other company is already a subsidiary undertaking of the company, the date on which the shares are allotted or, if they are allotted on different days, the first day.

Parent undertaking drawing up accounts for larger group

11
(1) Where the company is a subsidiary undertaking, the following information shall be given with respect to the parent undertaking of—
(a) the largest group of undertakings for which group accounts are drawn up and of which the company is a member, and
(b) the smallest such group of undertakings.
(2) The name of the parent undertaking shall be stated.
(3) There shall be stated—
(a) if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal place of business.
(4) If copies of the group accounts referred to in sub-paragraph (1) are available to the public, there shall also be stated the addresses from which copies of the accounts can be obtained.

Identification of ultimate parent company

12
(1) Where the company is a subsidiary undertaking, the following information shall be given with respect to the company (if any) regarded by the directors as being the company’s ultimate parent company.
(2) The name of that company shall be stated.
(3) If known to the directors, there shall be stated—
(a) if that company is incorporated outside Great Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it is registered in England and Wales or in Scotland.
(4) In this paragraph “company” includes any body corporate.

Constructions of references to shares held by company

13
(1) References in this Part of this Schedule to shares held by a company shall be construed as follows.
(2) For the purposes of paragraphs 2 to 5 (information about subsidiary undertakings)—
(a) there shall be attributed to the company any shares held by a subsidiary undertaking, or by a person acting on behalf of the company or a subsidiary undertaking; but
(b) there shall be treated as not held by the company any shares held on behalf of a person other than the company or a subsidiary undertaking.
(3) For the purposes of paragraphs 7 to 9 (information about undertakings other than subsidiary undertakings)—
(a) there shall be attributed to the company shares held on its behalf by any person; but
(b) there shall be treated as not held by a company shares held on behalf of a person other than the company.
(4) For the purposes of any of those provisions, shares held by way of security shall be treated as held by the person providing the security—
(a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in accordance with his instructions, and
(b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in his interests.

Part II Companies Required to Prepare Group Accounts

Introductory

14
In this Part of this Schedule “the group” means the group consisting of the parent company and its subsidiary undertakings.

Subsidiary undertakings

15
(1) The following information shall be given with respect to the undertakings which are subsidiary undertakings of the parent company at the end of the financial year.
(2) The name of each undertaking shall be stated.
(3) There shall be stated—
(a) if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal place of business.
(4) It shall also be stated whether the subsidiary undertaking is included in the consolidation and, if it is not, the reasons for excluding it from consolidation shall be given.
(5) It shall be stated with respect to each subsidiary undertaking by virtue of which of the conditions specified in section 258(2) or (4) it is a subsidiary undertaking of its immediate parent undertaking.
That information need not be given if the relevant condition is that specified in subsection (2)(a) of that section (holding of a majority of the voting rights) and the immediate parent undertaking holds the same proportion of the shares in the undertaking as it holds voting rights.

Holdings in subsidiary undertakings

16
(1) The following information shall be given with respect to the shares of a subsidiary undertaking held—
(a) by the parent company, and
(b) by the group;
and the information under paragraphs (a) and (b) shall (if different) be shown separately.
(2) There shall be stated—
(a) the identity of each class of shares held, and
(b) the proportion of the nominal value of the shares of that class represented by those shares.

Financial information about subsidiary undertakings not included in the consolidation

17
(1) There shall be shown with respect to each subsidiary undertaking not included in the consolidation—
(a) the aggregate amount of its capital and reserves as at the end of its relevant financial year, and
(b) its profit or loss for that year.
(2) That information need not be given if the group’s investment in the undertaking is included in the accounts by way of the equity method of valuation or if—
(a) the undertaking is not required by any provision of this Act to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Great Britain or elsewhere, and
(b) the holding of the group is less than 50 per cent. of the nominal value of the shares in the undertaking.
(3) Information otherwise required by this paragraph need not be given if it is not material.
(4) For the purposes of this paragraph the “relevant financial year” of a subsidiary undertaking is—
(a) if its financial year ends with that of the company, that year, and
(b) if not, its financial year ending last before the end of the company’s financial year.

Further information about subsidiary undertakings excluded from consolidation

18
(1) The following information shall be given with respect to subsidiary undertakings excluded from consolidation.
(2) There shall be disclosed—
(a) any qualifications contained in the auditors’ reports on the accounts of the undertaking for financial years ending with or during the financial year of the company, and
(b) any note or saving contained in such accounts to call attention to a matter which, apart from the note or saving, would properly have been referred to in such a qualification,
in so far as the matter which is the subject of the qualification or note is not covered by the consolidated accounts and is material from the point of view of the members of the parent company.
(3) In so far as information required by this paragraph is not obtainable, a statement to that effect shall be given instead.

Financial years of subsidiary undertakings

19
Where the financial year of one or more subsidiary undertakings did not end with that of the company, there shall be stated in relation to each such undertaking—
(a) the reasons why the company’s directors consider that its financial year should not end with that of the company, and
(b) the date on which its last financial year ended (last before the end of the company’s financial year).
Instead of the dates required by paragraph (b) being given for each subsidiary undertaking the earliest and latest of those dates may be given.

Shares and debentures of company held by subsidiary undertakings

20
(1) The number, description and amount of the shares in and debentures of the company held by or on behalf of its subsidiary undertakings shall be disclosed.
(2) Sub-paragraph (1) does not apply in relation to shares or debentures in the case of which the subsidiary undertaking is concerned as personal representative or, subject as follows, as trustee.
(3) The exception for shares or debentures in relation to which the subsidiary undertaking is concerned as trustee does not apply if the company or any of its subsidiary undertakings is beneficially interested under the trust, otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.
(4) Schedule 2 to this Act has effect for the interpretation of the reference in sub-paragraph (3) to a beneficial interest under a trust.

Joint ventures

21
(1) The following information shall be given where an undertaking is dealt with in the consolidated accounts by the method of proportional consolidation in accordance with paragraph 19 of Schedule 4A (joint ventures)—
(a) the name of the undertaking;
(b) the address of the principal place of business of the undertaking;
(c) the factors on which joint management of the undertaking is based; and
(d) the proportion of the capital of the undertaking held by undertakings included in the consolidation.
(2) Where the financial year of the undertaking did not end with that of the company, there shall be stated the date on which a financial year of the undertaking last ended before that date.

Associated undertakings

22
(1) The following information shall be given where an undertaking included in the consolidation has an interest in an associated undertaking.
(2) The name of the associated undertaking shall be stated.
(3) There shall be stated—
(a) if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal place of business.
(4) The following information shall be given with respect to the shares of the undertaking held—
(a) by the parent company, and
(b) by the group;
and the information under paragraphs (a) and (b) shall be shown separately.
(5) There shall be stated—
(a) the identity of each class of shares held, and
(b) the proportion of the nominal value of the shares of that class represented by those shares.
(6) In this paragraph “associated undertaking” has the meaning given by paragraph 20 of Schedule 4A; and the information required by this paragraph shall be given notwithstanding that paragraph 22(3) of that Schedule (materiality) applies in relation to the accounts themselves.

Other significant holdings of parent company or group

23
(1) The information required by paragraphs 24 and 25 shall be given where at the end of the financial year the parent company has a significant holding in an undertaking which is not one of its subsidiary undertakings and does not fall within paragraph 21 (joint ventures) or paragraph 22 (associated undertakings).
(2) A holding is significant for this purpose if—
(a) it amounts to 10 per cent. or more of the nominal value of any class of shares in the undertaking, or
(b) the amount of the holding (as stated or included in the company’s individual accounts) exceeds one-tenth of the amount of its assets (as so stated).

24
(1) The name of the undertaking shall be stated.
(2) There shall be stated—
(a) if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal place of business.
(3) The following information shall be given with respect to the shares of the undertaking held by the parent company.
(4) There shall be stated—
(a) the identity of each class of shares held, and
(b) the proportion of the nominal value of the shares of that class represented by those shares.

25
(1) Where the company has a significant holding in an undertaking amounting to 20 per cent. or more of the nominal value of the shares in the undertaking, there shall also be stated—
(a) the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and
(b) its profit or loss for that year.
(2) That information need not be given in respect of an undertaking if—
(a) the undertaking is not required by any provision of this Act to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Great Britain or elsewhere, and
(b) the company’s holding is less than 50 per cent. of the nominal value of the shares in the undertaking.
(3) Information otherwise required by this paragraph need not be given if it is not material.
(4) For the purposes of this paragraph the “relevant financial year” of an undertaking is—
(a) if its financial year ends with that of the company, that year, and
(b) if not, its financial year ending last before the end of the company’s financial year.

26
(1) The information required by paragraphs 27 and 28 shall be given where at the end of the financial year the group has a significant holding in an undertaking which is not a subsidiary undertaking of the parent company and does not fall within paragraph 21 (joint ventures) or paragraph 22 (associated undertakings).
(2) A holding is significant for this purpose if—
(a) it amounts to 10 per cent. or more of the nominal value of any class of shares in the undertaking, or
(b) the amount of the holding (as stated or included in the group accounts) exceeds one-tenth of the amount of the group’s assets (as so stated).

27
(1) The name of the undertaking shall be stated.
(2) There shall be stated—
(a) if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal place of business.
(3) The following information shall be given with respect to the shares of the undertaking held by the group.
(4) There shall be stated—
(a) the identity of each class of shares held, and
(b) the proportion of the nominal value of the shares of that class represented by those shares.

28
(1) Where the holding of the group amounts to 20 per cent. or more of the nominal value of the shares in the undertaking, there shall also be stated—
(a) the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and
(b) its profit or loss for that year.
(2) That information need not be given if—
(a) the undertaking is not required by any provision of this Act to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Great Britain or elsewhere, and
(b) the holding of the group is less than 50 per cent. of the nominal value of the shares in the undertaking.
(3) Information otherwise required by this paragraph need not be given if it is not material.
(4) For the purposes of this paragraph the “relevant financial year” of an outside undertaking is—
(a) if its financial year ends with that of the parent company, that year, and
(b) if not, its financial year ending last before the end of the parent company’s financial year.

Arrangements attracting merger relief

29
(1) This paragraph applies to arrangements attracting merger relief, that is, where a company allots shares in consideration for the issue, transfer or cancellation of shares in another body corporate (“the other company”) in circumstances such that section 130 of this Act (share premium account) does not, by virtue of section 131(2) (merger relief), apply to the premiums on the shares.
(2) If the parent company made such an arrangement during the financial year, the following information shall be given—
(a) the name of the other company,
(b) the number, nominal value and class of shares allotted,
(c) the number, nominal value and class of shares in the other company issued, transferred or cancelled, and
(d) particulars of the accounting treatment adopted in the parent company’s individual and group accounts in respect of the issue, transfer or cancellation, and
(e) particulars of the extent to which and manner in which the profit or loss for the financial year shown in the group accounts is affected by any profit or loss of the other company, or any of its subsidiary undertakings, which arose before the time of the arrangement.
(3) Where the parent company made such an arrangement during the financial year, or during either of the two preceding financial years, and there is included in the consolidated profit and loss account—
(a) any profit or loss realised during the financial year on the disposal of—
(i) any shares in the other company, or
(ii) any assets which were fixed assets of the other company or any of its subsidiary undertakings at the time of the arrangement, or
(b) any part of any profit or loss realised during the financial year on the disposal of any shares (other than shares in the other company) which was attributable to the fact that there were at the time of the disposal amongst the assets of the company which issued the shares, or any of its subsidiary undertakings, such shares or assets as are described in paragraph (a) above,
then, the net amount of that profit or loss or, as the case may be, the part so attributable shall be shown, together with an explanation of the transactions to which the information relates.
(4) For the purposes of this paragraph the time of the arrangement shall be taken to be—
(a) where as a result of the arrangement the other company becomes a subsidiary undertaking of the company in question, the date on which it does so or, if the arrangement in question becomes binding only on the fulfilment of a condition, the date on which that condition is fulfilled;
(b) if the other company is already a subsidiary undertaking of that company, the date on which the shares are allotted or, if they are allotted on different days, the first day.

Parent undertaking drawing up accounts for larger group

30
(1) Where the parent company is itself a subsidiary undertaking, the following information shall be given with respect to that parent undertaking of the company which heads—
(a) the largest group of undertakings for which group accounts are drawn up and of which that company is a member, and
(b) the smallest such group of undertakings.
(2) The name of the parent undertaking shall be stated.
(3) There shall be stated—
(a) if the undertaking is incorporated outside Great Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it is registered in England and Wales or in Scotland;
(c) if it is unincorporated, the address of its principal place of business.
(4) If copies of the group accounts referred to in sub-paragraph (1) are available to the public, there shall also be stated the addresses from which copies of the accounts can be obtained.

Identification of ultimate parent company

31
(1) Where the parent company is itself a subsidiary undertaking, the following information shall be given with respect to the company (if any) regarded by the directors as being that company’s ultimate parent company.
(2) The name of that company shall be stated.
(3) If known to the directors, there shall be stated—
(a) if that company is incorporated outside Great Britain, the country in which it is incorporated;
(b) if it is incorporated in Great Britain, whether it is registered in England and Wales or in Scotland.
(4) In this paragraph “company” includes any body corporate.

Construction of references to shares held by parent company or group

32
(1) References in this Part of this Schedule to shares held by the parent company or the group shall be construed as follows.
(2) For the purposes of paragraphs 16, 22(4) and (5) and 23 to 25 (information about holdings in subsidiary and other undertakings)—
(a) there shall be attributed to the parent company shares held on its behalf by any person; but
(b) there shall be treated as not held by the parent company shares held on behalf of a person other than the company.
(3) References to shares held by the group are to any shares held by or on behalf of the parent company or any of its subsidiary undertakings; but there shall be treated as not held by the group any shares held on behalf of a person other than the parent company or any of its subsidiary undertakings.
(4) Shares held by way of security shall be treated as held by the person providing the security—
(a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in accordance with his instructions, and
(b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in his interests.
Sch. 3 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
SCHEDULE 4

1
Schedule 6 to the Companies Act 1985 is amended as follows.

2
For the heading substitute—

“Disclosure of information: emoluments and other benefits of directors and others”

.

3
Insert the following provisions (which reproduce, with amendments, the former Part V of Schedule 5 to that Act) as Part I—

“Part I Chairman’s and Directors’ Emoluments, Pensions and Compensation for Loss of Office

1 Aggregate amount of directors’ emoluments
(1) The aggregate amount of directors’ emoluments shall be shown.
(2) This means the emoluments paid to or receivable by any person in respect of—
(a) his services as a director of the company, or
(b) his services while director of the company—
(i) as director of any of its subsidiary undertakings, or
(ii) otherwise in connection with the management of the affairs of the company or any of its subsidiary undertakings.
(3) There shall also be shown, separately, the aggregate amount within sub-paragraph (2)(a) and (b)(i) and the aggregate amount withinsub-paragraph (2)(b)(ii).
(4) For the purposes of this paragraph the “emoluments” of a person include—
(a) fees and percentages,
(b) sums paid by way of expenses allowance (so far as those sums are chargeable to United Kingdom income tax),
(c) contributions paid in respect of him under any pension scheme, and
(d) the estimated money value of any other benefits received by him otherwise than in cash,
and emoluments in respect of a person’s accepting office as director shall be treated as emoluments in respect of his services as director.

Details of chairman’s and directors’ emoluments
2 Where the company is a parent company or a subsidiary undertaking, or where the amount shown in compliance with paragraph 1(1) is £60,000 or more, the information required by paragraphs 3 to 6 shall be given with respect to the emoluments of the chairman and directors, and emoluments waived.
3 (1) The emoluments of the chairman shall be shown.
(2) The “chairman” means the person elected by the directors to be chairman of their meetings, and includes a person who, though not so elected, holds an office (however designated) which in accordance with the company’s constitution carries with it functions substantially similar to those discharged by a person so elected.
(3) Where there has been more than one chairman during the year, the emoluments of each shall be stated so far as attributable to the period during which he was chairman.
(4) The emoluments of a person need not be shown if his duties as chairman were wholly or mainly discharged outside the United Kingdom.
4 (1) The following information shall be given with respect to the emoluments of directors.
(2) There shall be shown the number of directors whose emoluments fell within each of the following bands—
not more than £5,000,
more than £5,000 but not more than £10,000,
more than £10,000 but not more than £15,000,
and so on.
(3) If the emoluments of any of the directors exceeded that of the chairman, there shall be shown the greatest amount of emoluments of any director.
(4) Where more than one person has been chairman during the year, the reference in sub-paragraph (3) to the emoluments of the chairman is to the aggregate of the emoluments of each person who has been chairman, so far as attributable to the period during which he was chairman.
(5) The information required by sub-paragraph (2) need not be given in respect of a director who discharged his duties as such wholly or mainly outside the United Kingdom; and any such director shall be left out of account for the purposes of sub-paragraph (3).
5 In paragraphs 3 and 4 “emoluments” has the same meaning as in paragraph 1, except that it does not include contributions paid in respect of a person under a pension scheme.

6 Emoluments waived
(1) There shall be shown—
(a) the number of directors who have waived rights to receive emoluments which, but for the waiver, would have fallen to be included in the amount shown under paragraph 1(1), and
(b) the aggregate amount of those emoluments.
(2) For the purposes of this paragraph it shall be assumed that a sum not receivable in respect of a period would have been paid at the time at which it was due, and if such a sum was payable only on demand, it shall be deemed to have been due at the time of the waiver.

7 Pensions of directors and past directors
(1) There shall be shown the aggregate amount of directors’ or past directors’ pensions.
(2) This amount does not include any pension paid or receivable under a pension scheme if the scheme is such that the contributions under it are substantially adequate for the maintenance of the scheme; but, subject to this, it includes any pension paid or receivable in respect of any such services of a director or past director as are mentioned in paragraph 1(2), whether to or by him or, on his nomination or by virtue of dependence on or other connection with him, to or by any other person.
(3) The amount shown shall distinguish between pensions in respect of services as director, whether of the company or any of its subsidiary undertakings, and other pensions.
(4) References to pensions include benefits otherwise than in cash and in relation to so much of a pension as consists of such a benefit references to its amount are to the estimated money value of the benefit.
The nature of any such benefit shall also be disclosed.

8 Compensation to directors for loss of office
(1) There shall be shown the aggregate amount of any compensation to directors or past directors in respect of loss of office.
(2) This amount includes compensation received or receivable by a director or past director for—
(a) loss of office as director of the company, or
(b) loss, while director of the company or on or in connection with his ceasing to be a director of it, of—
(i) any other office in connection with the management of the company’s affairs, or
(ii) any office as director or otherwise in connection with the management of the affairs of any subsidiary undertaking of the company;
and shall distinguish between compensation in respect of the office of director, whether of the company or any of its subsidiary undertakings, and compensation in respect of other offices.
(3) References to compensation include benefits otherwise than in cash; and in relation to such compensation references to its amount are to the estimated money value of the benefit.
The nature of any such compensation shall be disclosed.
(4) References to compensation for loss of office include compensation in consideration for, or in connection with, a person’s retirement from office.

9 Sums paid to third parties in respect of directors’ services
(1) There shall be shown the aggregate amount of any consideration paid to or receivable by third parties for making available the services of any person—
(a) as a director of the company, or
(b) while director of the company—
(i) as director of any of its subsidiary undertakings, or
(ii) otherwise in connection with the management of the affairs of the company or any of its subsidiary undertakings.
(2) The reference to consideration includes benefits otherwise than in cash; and in relation to such consideration the reference to its amount is to the estimated money value of the benefit.
The nature of any such consideration shall be disclosed.
(3) The reference to third parties is to persons other than—
(a) the director himself or a person connected with him or body corporate controlled by him, and
(b) the company or any of its subsidiary undertakings.

Supplementary
10 (1) The following applies with respect to the amounts to be shown under paragraphs 1, 7, 8 and 9.
(2) The amount in each case includes all relevant sums paid by or receivable from—
(a) the company; and
(b) the company’s subsidiary undertakings; and
(c) any other person,
except sums to be accounted for to the company or any of its subsidiary undertakings or, by virtue of sections 314 and 315 of this Act (duty of directors to make disclosure on company takeover; consequence of non-compliance), to past or present members of the company or any of its subsidiaries or any class of those members.
(3) The amount to be shown under paragraph 8 shall distinguish between the sums respectively paid by or receivable from the company, the company’s subsidiary undertakings and persons other than the company and its subsidiary undertakings.
(4) References to amounts paid to or receivable by a person include amounts pad to or receivable by a person connected with him or a body corporate controlled by him (but not so as to require an amount to be counted twice).
11 (1) The amounts to be shown for any financial year under paragraphs 1, 7, 8 and 9 are the sums receivable in respect of that year (whenever paid) or, in the case of sums not receivable in respect of a period, the sums paid during that year.
(2) But where—
(a) any sums are not shown in a note to the accounts for the relevant financial year on the ground that the person receiving them is liable to account for them as mentioned in paragraph 10(2), but the liability is thereafter wholly or partly released or is not enforced within a period of 2 years; or
(b) any sums paid by way of expenses allowance are charged to United Kingdom income tax after the end of the relevant financial year,
those sums shall, to the extent to which the liability is released or not enforced or they are charged as mentioned above (as the case may be), be shown in a note to the first accounts in which it is practicable to show them and shall be distinguished from the amounts to be shown apart from this provision.
12 Where it is necessary to do so for the purpose of making any distinction required by the preceding paragraphs in an amount to be shown in compliance with this Part of this Schedule, the directors may apportion any payments between the matters in respect of which these have been paid or are receivable in such manner as they think appropriate.

13 Interpretation
(1) The following applies for the interpretation of this Part of this Schedule.
(2) A reference to a subsidiary undertaking of the company—
(a) in relation to a person who is or was, while a director of the company, a director also, by virtue of the company’s nomination (direct or indirect) of any other undertaking, includes (subject to the following sub-paragraph) that undertaking, whether or not it is or was in fact a subsidiary undertaking of the company, and
(b) for the purposes of paragraphs 1 to 7 (including any provision of this Part of this Schedule referring to paragraph 1) is to an undertaking which is a subsidiary undertaking at the time the services were rendered, and for the purposes of paragraph 8 to a subsidiary undertaking immediately before the loss of office as director.
(3) The following definitions apply—
(a) “pension” includes any superannuation allowance, superannuation gratuity or similar payment,
(b) “pension scheme” means a scheme for the provision of pensions in respect of services as director or otherwise which is maintained in whole or in part by means of contributions, and
(c) “contribution”, in relation to a pension scheme, means any payment (including an insurance premium) paid for the purposes of the scheme by or in respect of persons rendering services in respect of which pensions will or may become payable under the scheme except that it does not include any payment in respect of two or more persons if the amount paid in respect of each of them is not ascertainable.
(4) References in this Part of this Schedule to a person being “connected” with a director, and to a director “controlling” a body corporate, shall be construed in accordance with section 346.

14 Supplementary
This Part of this Schedule requires information to be given only so far as it is contained in the company’s books and papers or the company has the right to obtain it from the persons concerned.”

.

4
(1) For the heading to the present Part I substitute—

“Part II Loans, Quasi-loans and Other Dealings in Favour of Directors”

(2) Paragraphs 1 to 3 and 5 to 14 of that Part shall be renumbered 15 to 27, and internal cross-references in that Part shall be renumbered accordingly.
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 4 para. 4(3) repealed (22.7.2004) by Statute Law (Repeals) Act 2004 (c. 14), s. 1(1), {Sch. 1 Pt. 17 Group 5}
(4) In paragraph 1 (renumbered 15) for “Group accounts” substitute “ The group accounts of a holding company, or if it is not required to prepare group accounts its individual accounts, ”.
(5) For the heading before paragraph 11 (renumbered 24) substitute—

“Excluded transactions”

5
In paragraph 14 (renumbered 27), make the existing provision sub-paragraph (1) and after it insert—

“(2) In this Part of this Schedule “director” includes a shadow director.”

.

6
(1) For the heading to the present Part II substitute—

“Part III Other Transactions, Arrangements and Agreements”

(2) Paragraphs 15 to 17 of that Part shall be renumbered 28 to 30, and internal cross-references in that Part shall be renumbered accordingly.
(3) In paragraph 16 (renumbered 29), for “made as mentioned in section 233(1)” substitute “ made by the company or a subsidiary of it for persons who at any time during the financial year were officers of the company (but not directors or shadow directors) ”.

7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 4 para. 7 repealed (22.7.2004) by Statute Law (Repeals) Act 2004 (c. 14), s. 1(1), {Sch. 1 Pt. 17 Group 5}
Sch. 4 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
SCHEDULE 5

1
Schedule 7 to the Companies Act 1985 (matters to be included in directors’ report) is amended as follows.
1985 c. 6.

Subsidiary undertakings

2
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 5 para. 2(1) repealed (22.7.2004) by Statute Law (Repeals) Act 2004 (c. 14), s. 1(1), {Sch. 1 Pt. 17 Group 5}
(2) In paragraph 6 (general information), for “subsidiaries” in each place where it occurs (three times) substitute “ subsidiary undertakings ”.

Directors’ interests

3
For paragraph 2 (directors’ interests) substitute—

“2
(1) The information required by paragraphs 2A and 2B shall be given in the directors’ report, or by way of notes to the company’s annual accounts, with respect to each person who at the end of the financial year was a director of the company.
(2) In those paragraphs—
(a) “the register” means the register of directors’ interests kept by the company under section 325; and
(b) references to a body corporate being in the same group as the company are to its being a subsidiary or holding company, or another subsidiary of a holding company, of the company.

2A
(1) It shall be stated with respect to each director whether, according to the register, he was at the end of the financial year interested in shares in or debentures of the company or any other body corporate in the same group.
(2) If he was so interested, there shall be stated the number of shares in and amount of debentures of each body (specifying it) in which, according to the register, he was then interested.
(3) If a director was interested at the end of the financial year in shares in or debentures of the company or any other body corporate in the same group—
(a) it shall also be stated whether, according to the register, he was at the beginning of the financial year (or, if he was not then a director, when he became one) interested in shares in or debentures of the company or any other body corporate in the same group, and
(b) if he was so interested, there shall be stated the number of shares in and amount of debentures of each body (specifying it) in which, according to the register, he was then interested.
(4) In this paragraph references to an interest in shares or debentures have the same meaning as in section 324; and references to the interest of a director include any interest falling to be treated as his for the purposes of that section.
(5) The reference above to the time when a person became a director is, in the case of a person who became a director on more than one occasion, to the time when he first became a director.

2B
(1) It shall be stated with respect to each director whether, according to the register, any right to subscribe for shares in or debentures of the company or another body corporate in the same group was during the financial year granted to, or exercised by, the director or a member of his immediate family.
(2) If any such right was granted to, or exercised by, any such person during the financial year, there shall be stated the number of shares in and amount of debentures of each body (specifying it) in respect of which, according to the register, the right was granted or exercised.
(3) A director’s “immediate family” means his or her spouse and infant children; and for this purpose “children” includes step-children, and “infant”, in relation to Scotland, means pupil or minor.
(4) The reference above to a member of the director’s immediate family does not include a person who is himself or herself a director of the company.”

.
Sch. 5 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
SCHEDULE 6

Part I Small Companies

Balance sheet

1
(1) The company may deliver a copy of an abbreviated version of the full balance sheet, showing only those items to which a letter or Roman number is assigned in the balance sheet format adopted under Part I of Schedule 4, but in other respects corresponding to the full balance sheet.
(2) If a copy of an abbreviated balance sheet is delivered, there shall be disclosed in it or in a note to the company’s accounts delivered—
(a) the aggregate of the amounts required by note (5) of the notes on the balance sheet formats set out in Part I of Schedule 4 to be shown separately for each item included under debtors (amounts falling due after one year), and
(b) the aggregate of the amounts required by note (13) of those notes to be shown separately for each item included under creditors in Format 2 (amounts falling due within one year or after more than one year).
(3) The provisions of section 233 as to the signing of the copy of the balance sheet delivered to the registrar apply to a copy of an abbreviated balance sheet delivered in accordance with this paragraph.

Profit and loss account

2
A copy of the company’s profit and loss account need not be delivered.

Disclosure of information in notes to accounts

3
(1) Of the information required by Part III of Schedule 4 (information to be given in notes to accounts if not given in the accounts themselves) only the information required by the following provisions need be given—
paragraph 36 (accounting policies),
paragraph 38 (share capital),
paragraph 39 (particulars of allotments),
paragraph 42 (fixed assets), so far as it relates to those items to which a letter or Roman number is assigned in the balance sheet format adopted,
paragraph 48(1) and (4) (particulars of debts),
paragraph 58(1) (basis of conversion of foreign currency amounts into sterling),
paragraph 58(2) (corresponding amounts for previous financial year), so far as it relates to amounts stated in a note to the company’s accounts by virtue of a requirement of Schedule 4 or under any other provision of this Act.
(2) Of the information required by Schedule 5 to be given in notes to the accounts, the information required by the following provisions need not be given—
paragraph 4 (financial years of subsidiary undertakings),
paragraph 5 (additional information about subsidiary undertakings),
paragraph 6 (shares and debentures of company held by subsidiary undertakings),
paragraph 10 (arrangements attracting merger relief).
(3) Of the information required by Schedule 6 to be given in notes to the accounts, the information required by Part I (directors’ and chairman’s emoluments, pensions and compensation for loss of office) need not be given.

Directors’ report

4
A copy of the directors’ report need not be delivered.

Part II Small Companies

Profit and loss account

5
The company may deliver a profit and loss account in which the following items listed in the profit and loss account formats set out in Part I of Schedule 4 are combined as one item under the heading “gross profit or loss”—
Items 1, 2, 3 and 6 in Format 1;
Items 1 to 5 in Format 2;
Items A.1, B.1 and B.2 in Format 3;
Items A.1, A.2 and B.1 to B.4 in Format 4.

Disclosure of information in notes to accounts

6
The information required by paragraph 55 of Schedule 4 (particulars of turnover) need not be given.

Part III Supplementary Provisions

Statement that advantage taken of exemptions

7
(1) Where the directors of a company take advantage of the exemptions conferred by Part I or Part II of this Schedule, the company’s balance sheet shall contain—
(a) a statement that advantage is taken of the exemptions conferred by Part I or, as the case may be, Part II of this Schedule, and
(b) a statement of the grounds on which, in the directors’ opinion, the company is entitled to those exemptions.
(2) The statements shall appear in the balance sheet immediately above the signature required by section 233.

Special auditors’ report

8
(1) If the directors of a company propose to take advantage of the exemptions conferred by Part I or II of this Schedule, it is the auditors’ duty to provide them with a report stating whether in their opinion the company is entitled to those exemptions and whether the documents to be proposed to be delivered in accordance with this Schedule are properly prepared.
(2) The accounts delivered shall be accompanied by a special report of the auditors stating that in their opinion—
(a) the company is entitled to the exemptions claimed in the directors’ statement, and
(b) the accounts to be delivered are properly prepared in accordance with this Schedule.
(3) In such a case a copy of the auditors’ report under section 235 need not be delivered separately, but the full text of it shall be reproduced in the special report; and if the report under section 235 is qualified there shall be included in the special report any further material necessary to understand the qualification.
(4) Section 236 (signature of auditors’ report) applies to a special report under this paragraph as it applies to a report under section 235.

Dormant companies

9
Paragraphs 7 and 8 above do not apply where the company is exempt by virtue of section 250 (dormant companies) from the obligation to appoint auditors.

Requirements in connection with publication of accounts

10
(1) Where advantage is taken of the exemptions conferred by Part I or II of this Schedule, section 240 (requirements in connection with publication of accounts) has effect with the following adaptations.
(2) Accounts delivered in accordance with this Schedule and accounts in the form in which they would be required to be delivered apart from this Schedule are both “statutory accounts” for the purposes of that section.
(3) References in that section to the auditors’ report under section 235 shall be read, in relation to accounts delivered in accordance with this Schedule, as references to the special report under paragraph 8 above.
Sch. 6 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
SCHEDULE 7

Preliminary
Schedule 9 to the Companies Act 1985 is amended in accordance with this Schedule, as follows—
(a) for the heading of the Schedule substitute “ SPECIAL PROVISIONS FOR BANKING AND INSURANCE COMPANIES AND GROUPS ”;
(b) omit the introductory paragraph preceding Part I, together with its heading;
(c) make the present provisions of Parts I to V of the Schedule (as amended by Part I of this Schedule) Part I of the Schedule, and accordingly—
(i) for the descriptive Part heading before paragraph 2 substitute “ FORM AND CONTENT OF ACCOUNTS ”, and
(ii) omit the Part headings before paragraphs 19, 27, 31 and 32;
(d) the provisions of Parts II, III and IV of this Schedule have effect as Parts II, III and IV of Schedule 9 to the Companies Act 1985.
1985 c. 6.

Part I Form and Content of Accounts

1
In paragraph 10(1)(c) of Schedule 9 to the Companies Act 1985 (disclosure of outstanding loans in connection with certain cases of financial assistance for purchase of company’s own shares), after “153(4)(b)” insert “ , (bb) ”.
1985 c. 6.

2
In paragraph 13 of that Schedule (information supplementing balance sheet), omit sub-paragraph (3) (information as to acquisition of, or creation of lien or charge over, company’s own shares).

3
In paragraph 17(5) of that Schedule (statement of turnover: companies exempt from requirement) for “neither a holding company nor a subsidiary of another body corporate” substitute “ neither a parent company nor a subsidiary undertaking ”.

4
After paragraph 18 of that Schedule insert—

“Supplementary provisions
18A (1) Accounting policies shall be applied consistently within the same accounts and from one financial year to the next.
(2) If it appears to the directors of a company that there are special reasons for departing from the principle stated in sub-paragraph (1) in preparing the company’s accounts in respect of any financial year, they may do so; but particulars of the departure, the reasons for it and its effect shall be given in a note to the accounts.
18B It shall be stated whether the accounts have been prepared in accordance with applicable accounting standards, and particulars of any material departure from those standards and the reasons for it shall be given.
18C (1) In respect of every item shown in the balance sheet or profit and loss account, or stated in a note to the accounts, there shall be shown or stated the corresponding amount for the financial year immediately preceding that to which the accounts relate, subject to sub-paragraph (3).
(2) Where the corresponding amount is not comparable, it shall be adjusted and particulars of the adjustment and the reasons for it shall be given in a note to the accounts.
(3) Sub-paragraph (1) does not apply in relation to an amount shown—
(a) as an amount the source or application of which is required by paragraph 8 above (reserves and provisions),
(b) in pursuance of paragraph 13(10) above (acquisitions and disposals of fixed assets),
(c) by virtue of paragraph 13 of Schedule 4A (details of accounting treatment of acquisitions),
(d) by virtue of paragraph 2, 8(3), 16, 21(1)(d), 22(4) or (5), 24(3) or (4) or 27(3) or (4) of Schedule 5 (shareholdings in other undertakings), or
(e) by virtue of Part II or III of Schedule 6 (loans and other dealings in favour of directors and others).”

.

5
(1) Before paragraph 19 of that Schedule insert the heading “ Provisions where company is parent company or subsidiary undertaking ”;and that paragraph is amended as follows.
(2) In sub-paragraph (1) for the words from “is a holding company” onwards substitute “ is a parent company ”.
(3) In sub-paragraph (2)—
(a) for “subsidiaries” (four times) substitute “ subsidiary undertakings ”, and
(b) in paragraph (a), for “Part I” substitute “ paragraphs 5, 6, 10, 13 and 14 ”.
(4) Omit sub-paragraphs (3) to (7).

6
For paragraph 20 of that Schedule substitute—

“20
(1) This paragraph applies where the company is a subsidiary undertaking.
(2) The balance sheet of the company shall show—
(a) the aggregate amount of its indebtedness to undertakings of which it is a subsidiary undertaking or which are fellow subsidiary undertakings, and
(b) the aggregate amount of the indebtedness of all such undertakings to it,
distinguishing in each case between indebtedness in respect of debentures and otherwise.
(3) The balance sheet shall also show the aggregate amount of assets consisting of shares in fellow subsidiary undertakings.”

.

7
Omit paragraphs 21 to 26 of that Schedule.

8
(1) Before paragraph 27 of that Schedule insert the heading “ Exceptions for certain companies ”;and that paragraph is amended as follows.
(2) In sub-paragraph (2)—
(a) for “Part I of this Schedule” substitute “ paragraphs 2 to 18 of this Schedule ”, and
(b) in paragraph (b) for the words from “paragraphs 15” to the end substitute “ and paragraph 15 ”.
(3) In sub-paragraph (4), omit “of the said Part I”.

9
In paragraph 28 of that Schedule, in sub-paragraph (1) (twice) and in sub-paragraph (2) for “Part I” substitute “ paragraphs 2 to 18 ”.

10
After that paragraph insert—

“28A
Where a company is entitled to, and has availed itself of, any of the provisions of paragraph 27 or 28 of this Schedule, section 235(2) only requires the auditors to state whether in their opinion the accounts have been properly prepared in accordance with this Act.”

.

11
Omit paragraphs 29 to 31 of that Schedule.

12
Before paragraph 32 of that Schedule insert the heading “ Interpretation ”;and in sub-paragraphs (1) and (2) of that paragraph for “this Schedule” substitute “ this Part of this Schedule ”.

13
In paragraph 36 of that Schedule for “this Schedule” substitute “ this Part of this Schedule ”.

Part II [Part II of Schedule 9 to the Companies Act 1985]
Accounts of Banking or Insurance Group

Undertakings to be included in consolidation

1
The following descriptions of undertaking shall not be excluded from consolidation under section 229(4) (exclusion of undertakings whose activities are different from those of the undertakings consolidated)—
(a) in the case of a banking group, an undertaking (other than a credit institution) whose activities are a direct extension of or ancillary to banking business;
(b) in the case of an insurance group, an undertaking (other than one carrying on insurance business) whose activities are a direct extension of or ancillary to insurance business.
For the purposes of paragraph (a) “banking” means the carrying on of a deposit-taking business within the meaning of the Banking Act 1987.
1987 c. 22.

General application of provisions applicable to individual accounts

2
(1) In paragraph 1 of Schedule 4A (application to group accounts of provisions applicable to individual accounts), the reference in sub-paragraph (1) to the provisions of Schedule 4 shall be construed as a reference to the provisions of Part I of this Schedule; and accordingly—
(a) the reference in sub-paragraph (2) to paragraph 59 of Schedule 4 shall be construed as a reference to paragraphs 19(2) and 20 of Part I of this Schedule; and
(b) sub-paragraph (3) shall be omitted.
(2) The general application of the provisions of Part I of this Schedule in place of those of Schedule 4 is subject to the following provisions.

Treatment of goodwill

3
(1) The rules in paragraph 21 of Schedule 4 relating to the treatment of goodwill, and the rules in paragraphs 17 to 19 of that Schedule (valuation of fixed assets) so far as they relate to goodwill, apply for the purpose of dealing with any goodwill arising on consolidation.
(2) Goodwill shall be shown as a separate item in the balance sheet under an appropriate heading; and this applies notwithstanding anything in paragraph 10(1)(b) or (2) of Part I of this Schedule (under which goodwill, patents and trade marks may be stated in the company’s individual accounts as a single item).

Minority interests and associated undertakings

4
The information required by paragraphs 17 and 20 to 22 of Schedule 4A (minority interests and associated undertakings) to be shown under separate items in the formats set out in Part I of Schedule 4 shall be shown separately in the balance sheet and profit and loss account under appropriate headings.

Companies entitled to benefit of exemptions

5
(1) Where a banking or insurance company is entitled to the exemptions conferred by paragraph 27 or 28 of Part I of this Schedule, a group headed by that company is similarly entitled.
(2) Paragraphs 27(4), 28(2) and 28A (accounts not to be taken to be other than true and fair; duty of auditors) apply accordingly where advantage is taken of those exemptions in relation to group accounts.

Information as to undertaking in which shares held as result of financial assistance operation

6
(1) The following provisions apply where the parent company of a banking group has a subsidiary undertaking which—
(a) is a credit institution of which shares are held as a result of a financial assistance operation with a view to its reorganisation or rescue, and
(b) is excluded from consolidation under section 229(3)(c) (interest held with a view to resale).
(2) Information as to the nature and terms of the operation shall be given in a note to the group accounts and there shall be appended to the copy of the group accounts delivered to the registrar in accordance with section 242 a copy of the undertaking’s latest individual accounts and, if it is a parent undertaking, its latest group accounts.
If the accounts appended are required by law to be audited, a copy of the auditors’ report shall also be appended.
(3) If any document required to be appended is in a language other than English, the directors shall annex to the copy of that document delivered a translation of it into English, certified in the prescribed manner to be a correct translation.
(4) The above requirements are subject to the following qualifications—
(a) an undertaking is not required to prepare for the purposes of this paragraph accounts which would not otherwise be prepared, and if no accounts satisfying the above requirements are prepared none need be appended;
(b) the accounts of an undertaking need not be appended if they would not otherwise be required to be published, or made available for public inspection, anywhere in the world, but in that case the reason for not appending the accounts shall be stated in a note to the consolidated accounts.
(5) Where a copy of an undertaking’s accounts is required to be appended to the copy of the group accounts delivered to the registrar, that fact shall be stated in a note to the group accounts.
(6) Subsections (2) to (4) of section 242 (penalties, &c. in case of default) apply in relation to the requirements of this paragraph as regards the delivery of documents to the registrar as they apply in relation to the requirements of subsection (1) of that section.

Part III [Part III of Schedule 9 to the Companies Act 1985]
Additional Disclosure: Related Undertakings

1
Where accounts are prepared in accordance with the special provisions of this Part relating to banking companies or groups, there shall be disregarded for the purposes of—
(a) paragraphs 7(2)(a), 23(2)(a) and 26(2)(a) of Schedule 5 (information about significant holdings in undertakings other than subsidiary undertakings: definition of 10 per cent. holding), and
(b) paragraphs 9(1), 25(1) and 28(1) of that Schedule (additional information in case of 20 per cent. holding),
any holding of shares not comprised in the equity share capital of the undertaking in question.

Part IV [Part IV of Schedule 9 to the Companies Act 1985]
Additional Disclosure: Emoluments and Other Benefits of Directors and Others

1
The provisions of this Part of this Schedule have effect with respect to the application of Schedule 6 (additional disclosure: emoluments and other benefits of directors and others) to a banking company or the holding company of such a company.

Loans, quasi-loans and other dealings

2
Part II of Schedule 6 (loans, quasi-loans and other dealings) does not apply for the purposes of accounts prepared by a banking company, or a company which is the holding company of a banking company, in relation to a transaction or arrangement of a kind mentioned in section 330, or an agreement to enter into such a transaction or arrangement, to which that banking company is a party.

Other transactions, arrangements and agreements

3
(1) Part III of Schedule 6 (other transactions, arrangements and agreements) applies for the purposes of accounts prepared by a banking company, or a company which is the holding company of a banking company, only in relation to a transaction, arrangement or agreement made by that banking company for—
(a) a person who was a director of the company preparing the accounts, or who was connected with such a director, or
(b) a person who was a chief executive or manager (within the meaning of the Banking Act 1987) of that company or its holding company.
1987 c. 22.
(2) References in that Part to officers of the company shall be construed accordingly as including references to such persons.
(3) In this paragraph “director” includes a shadow director.
(4) For the purposes of that Part as it applies by virtue of this paragraph, a company which a person does not control shall not be treated as connected with him.
(5) Section 346 of this Act applies for the purposes of this paragraph as regards the interpretation of references to a person being connected with a director or controlling a company.
Sch. 7 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
SCHEDULE 8

Recent issues

1
(1) This paragraph applies where a company prepares individual accounts in accordance with the special provisions of this Part relating to banking or insurance companies.
(2) If in the financial year to which the accounts relate the company has issued any shares or debentures, the directors’ report shall state the reason for making the issue, the classes of shares or debentures issued and, as respects each class, the number of shares or amount of debentures issued and the consideration received by the company for the issue.

Turnover and profitability

2
(1) This paragraph applies where a company prepares group accounts in accordance with the special provisions of this Part relating to banking or insurance groups.
(2) If in the course of the financial year to which the accounts relate the group carried on business of two or more classes (other than banking or discounting or a class prescribed for the purposes of paragraph 17(2) of Part I of Schedule 9) that in the opinion of the directors differ substantially from each other, there shall be contained in the directors’ report a statement of—
(a) the proportions in which the turnover for the financial year (so far as stated in the consolidated accounts) is divided amongst those classes (describing them), and
(b) as regards business of each class, the extent or approximate extent (expressed in money terms) to which, in the opinion of the directors, the carrying on of business of that class contributed to or restricted the profit or loss of the group for that year (before taxation).
(3) In sub-paragraph (2) “the group” means the undertakings included in the consolidation.
(4) For the purposes of this paragraph classes of business which in the opinion of the directors do not differ substantially from each other shall be treated as one class.

Labour force and wages paid

3
(1) This paragraph applies where a company prepares individual or group accounts in accordance with the special provisions of this Part relating to banking or insurance companies or groups.
(2) There shall be stated in the directors’ report—
(a) the average number of persons employed by the company or, if the company prepares group accounts, by the company and its subsidiary undertakings, and
(b) the aggregate amount of the remuneration paid or payable to persons so employed.
(3) The average number of persons employed shall be determined by adding together the number of persons employed (whether throughout the week or not) in each week of the financial year and dividing that total by the number of weeks in the financial year.
(4) The aggregate amount of the remuneration paid or payable means the total amount of remuneration paid or payable in respect of the financial year; and for this purpose remuneration means gross remuneration and includes bonuses, whether payable under contract or not.
(5) The information required by this paragraph need not be given if the average number of persons employed is less than 100.
(6) No account shall be taken for the purposes of this paragraph of persons who worked wholly or mainly outside the United Kingdom.
(7) This paragraph does not apply to a company which is a wholly-owned subsidiary of a company incorporated in Great Britain.
Sch. 8 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
SCHEDULE 9

Introduction

1
The provisions of this Schedule explain expressions used in section 258 (parent and subsidiary undertakings) and otherwise supplement that section.

Voting rights in an undertaking

2
(1) In section 258(2)(a) and (d) the references to the voting rights in an undertaking are to the rights conferred on shareholders in respect of their shares or, in the case of an undertaking not having a share capital, on members, to vote at general meetings of the undertaking on all, or substantially all, matters.
(2) In relation to an undertaking which does not have general meetings at which matters are decided by the exercise of voting rights, the references to holding a majority of the voting rights in the undertaking shall be construed as references to having the right under the constitution of the undertaking to direct the overall policy of the undertaking or to alter the terms of its constitution.

Right to appoint or remove a majority of the directors

3
(1) In section 258(2)(b) the reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all, or substantially all, matters.
(2) An undertaking shall be treated as having the right to appoint to a directorship if—
(a) a person’s appointment to it follows necessarily from his appointment as director of the undertaking, or
(b) the directorship is held by the undertaking itself.
(3) A right to appoint or remove which is exercisable only with the consent or concurrence of another person shall be left out of account unless no other person has a right to appoint or, as the case may be, remove in relation to that directorship.

Right to exercise dominant influence

4
(1) For the purposes of section 258(2)(c) an undertaking shall not be regarded as having the right to exercise a dominant influence over another undertaking unless it has a right to give directions with respect to the operating and financial policies of that other undertaking which its directors are obliged to comply with whether or not they are for the benefit of that other undertaking.
(2) A “control contract” means a contract in writing conferring such a right which—
(a) is of a kind authorised by the memorandum or articles of the undertaking in relation to which the right is exercisable, and
(b) is permitted by the law under which that undertaking is established.
(3) This paragraph shall not be read as affecting the construction of the expression “actually exercises a dominant influence” in section 258(4)(a).

Rights exercisable only in certain circumstances or temporarily incapable of exercise

5
(1) Rights which are exercisable only in certain circumstances shall be taken into account only—
(a) when the circumstances have arisen, and for so long as they continue to obtain, or
(b) when the circumstances are within the control of the person having the rights.
(2) Rights which are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account.

Rights held by one person on behalf of another

6
Rights held by a person in a fiduciary capacity shall be treated as not held by him.

7
(1) Rights held by a person as nominee for another shall be treated as held by the other.
(2) Rights shall be regarded as held as nominee for another if they are exercisable only on his instructions or with his consent or concurrence.

Rights attached to shares held by way of security

8
Rights attached to shares held by way of security shall be treated as held by the person providing the security—
(a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with his instructions, and
(b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in his interests.

Rights attributed to parent undertaking

9
(1) Rights shall be treated as held by a parent undertaking if they are held by any of its subsidiary undertakings.
(2) Nothing in paragraph 7 or 8 shall be construed as requiring rights held by a parent undertaking to be treated as held by any of its subsidiary undertakings.
(3) For the purposes of paragraph 8 rights shall be treated as being exercisable in accordance with the instructions or in the interests of an undertaking if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of any group undertaking.

Disregard of certain rights

10
The voting rights in an undertaking shall be reduced by any rights held by the undertaking itself.

Supplementary

11
References in any provision of paragraphs 6 to 10 to rights held by a person include rights falling to be treated as held by him by virtue of any other provision of those paragraphs but not rights which by virtue of any such provision are to be treated as not held by him.
Sch. 9 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

SCHEDULE 10 Amendments Consequential on Part I
Section 23.

Part I Amendments of the Companies Act 1985
1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 1 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 2 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 3 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1
4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 4 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 5 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 6 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1
7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 7 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 8 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 9 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 10 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/2194. {art. 8}, Sch. 2 Pt. 1 (with art. 12, Sch. 3 (as amended by S.I. 2007/2607, arts. 1, 4 and S.I. 2007/3495, arts. 2(6), 11, Sch. 5 para. 2(3)-(7)) and subject to Sch. 1)
11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 11 repealed (28.2.1994) by S.I. 1994/233, regs. 1(2), 6(5)(b)
12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 12 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 13 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 14 repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1
15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 15 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 16 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 17 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 18 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 19 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 20 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 21 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 22 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 23 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)
24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 24 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)

Part II Amendments of Other Enactments

Betting, Gaming and Lotteries Act 1963 (c.2)
25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 25 repealed (1.9.2007) by Gambling Act 2005 (c. 19), ss. 356(4)(5), 358, Sch. 17 (with ss. 352, 354); S.I. 2006/3272, art. 2(4) (with Sch. 4)

Harbours Act 1964 (c.40)
26 (1) Section 42 of the Harbours Act 1964 (accounts and reports of statutory harbour undertakers) is amended as follows.
(2) For subsection (2) substitute—

“(2) Where a statutory harbour undertaker is a parent undertaking with subsidiary undertakings which carry on harbour activities or any associated activities, then, it shall be the duty of the company also to prepare group accounts relating to the harbour activities and associated activities carried on by it and its subsidiary undertakings.”

(3) In subsection (6) (application of provisions of the Companies Act 1985)—
(a) in paragraph (a) for “company accounts” substitute “ individual company accounts ”;
(b) in paragraph (c) omit the words “required to be attached to a company’s balance sheet”.
1985 c. 6.
(4) In subsection (9), for the definition of “holding company” and “subsidiary” substitute—

““parent undertaking” and “subsidiary undertaking” have the same meaning as in Part VII of the Companies Act 1985;”

.

Coal Industry Act 1971 (c.16)
27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 27 repealed (27.3.2004) by 1994 c. 21, ss. 67, 68(3)(b)(c), Sch. 11 Pt. IV (with s. 40(7), 66); S.I. 2004/144, art. 3

Aircraft and Shipbuilding Industries Act 1977 (c.3)
28 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 28 omitted (22.3.2013) by virtue of The Public Bodies (Abolition of British Shipbuilders) Order 2013 (S.I. 2013/687), art. 1(2), Sch. 1 para. 12

Crown Agents Act 1979 (c.43)
29 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 29 repealed (21.3.1997) by 1995 c. 24, s. 13(2), Sch. 2 Pt.I; S.I. 1997/1139, art.2

British Telecommunications Act 1981 (c.38)
30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 30 repealed (26.3.2001) by 2000 c. 26, s. 127(6), Sch. 9; S.I. 2001/1148, art. 2(2), Sch. Table

Transport Act 1981 (c.56)
31 In section 11(4) of the Transport Act 1981, for “section 235” substitute “ section 234 ”.

Iron and Steel Act 1982 (c.25)
32 In section 24(5) of the Iron and Steel Act 1982 (meaning of “directors’ report”) for the words from “which, under section 235” to the end substitute “ which is required to be prepared under section 234 of the Companies Act 1985 ”.

Oil and Pipelines Act 1985 (c.62)
33 In Schedule 3 to the Oil and Pipelines Act 1985 (Oil and Pipelines Agency: financial and other provisions), in paragraph 9(2) (duty to prepare consolidated accounts) for “subsidiaries” (three times) substitute “ subsidiary undertakings ”, and at the end of that sub-paragraph add—

“In this sub-paragraph “subsidiary undertaking” has the same meaning as in Part VII of the Companies Act 1985.”

.

Patents, Designs and Marks Act 1986 (c.39)
34 In Schedule 2 to the Patents, Designs and Marks Act 1986 (service marks), in paragraph 1(2) (provisions in which reference to trade mark includes service mark) for sub-paragraph (ii) substitute—

“(ii) Part I of Schedule 4 and paragraphs 5(2)(d) and 10(1)(b) and (2) of Schedule 9 (form of company balance sheets); and”

.

Company Directors Disqualification Act 1986 (c.46)
35 (1) The Company Directors Disqualification Act 1986 is amended as follows.
(2) In section 3(3)(b) (default orders)—
(a) in sub-paragraph (i) for “section 244” substitute “ section 242(4) ”, and
(b) after that sub-paragraph insert—

“(ia) section 245B of that Act (order requiring preparation of revised accounts),”

.
(3) In Schedule 1, for paragraph 5 substitute—

“5 The extent of the director’s responsibility for any failure by the directors of the company to comply with—
(a) section 226 or 227 of the Companies Act (duty to prepare annual accounts), or
(b) section 233 of that Act (approval and signature of accounts).”

.

Financial Services Act 1986 (c.60)
36 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 paras. 36, 37 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(n)

Banking Act 1987 (c.22)
37 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 paras. 36, 37 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(n)

Income and Corporation Taxes Act 1988 (c.1)
38 (1) The Income and Corporation Taxes Act 1988 is amended as follows.
(2) In section 180 (annual return of registered profit-related pay scheme), in subsection (3) for “section 242(3)” substitute “ section 244(3) ”.
Sch. 10 para. 38(2) repealed (19.3.1997) by 1997 c. 16, ss. 61(2)(3), 113, Sch. 18 Pt. VI(3) (with effect as mentioned in the Notes 1 and 2 at the end of Pt. VI(3), Note 2 providing that the repeal does not affect the repealed provision in relation to profit periods beginning before 1.1.2000 or for certain other purposes in relation to any such periods)
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 10 para. 38(3) repealed (22.7.2004 with effect in accordance with s. 77 of the amending Act) by Finance Act 2004 (c. 12), s. 326, Sch. 42 Pt. 2(7)

Dartford–Thurrock Crossing Act 1988 (c.20)
39 In section 33 of the Dartford–Thurrock Crossing Act 1988 (duty to lay before Parliament copies of accounts of persons appointed to levy tolls), for subsection (2) substitute—

“(2) In relation to a company “accounts” in subsection (1) means the company’s annual accounts for a financial year, together with the relevant directors’ report and the auditors’ report on those accounts.
Expressions used in this subsection have the same meaning as in Part VII of the Companies Act 1985.”

.
SCHEDULE 11

Part I Grant and Revocation of Recognition

Application for recognition of supervisory body

1
(1) A supervisory body may apply to the Secretary of State for an order declaring it to be a recognised supervisory body for the purposes of this Part of this Act.
(2) Any such application—
(a) shall be made in such manner as the Secretary of State may direct, and
(b) shall be accompanied by such information as the Secretary of State may reasonably require for the purpose of determining the application.
(3) At any time after receiving an application and before determining it the Secretary of State may require the applicant to furnish additional information.
(4) The directions and requirements given or imposed under sub-paragraphs (2) and (3) may differ as between different applications.
(5) Any information to be furnished to the Secretary of State under this paragraph shall, if he so requires, be in such form or verified in such manner as he may specify.
(6) Every application shall be accompanied by a copy of the applicant’s rules and of any guidance issued by the applicant which is intended to have continuing effect and is issued in writing or other legible form.

Grant and refusal of recognition

2
(1) The Secretary of State may, on an application duly made in accordance with paragraph 1 and after being furnished with all such information as he may require under that paragraph, make or refuse to make an order (a “recognition order”) declaring the applicant to be a recognised supervisory body for the purposes of this Part of this Act.
(2) The Secretary of State shall not make a recognition order unless it appears to him, from the information furnished by the body and having regard to any other information in his possession, that the requirements of Part II of this Schedule are satisfied as respects that body.
(3) The Secretary of State may refuse to make a recognition order in respect of a body if he considers that its recognition is unnecessary having regard to the existence of one or more other bodies which maintain and enforce rules as to the appointment and conduct of company auditors and which have been or are likely to be recognised.
(4) Where the Secretary of State refuses an application for a recognition order he shall give the applicant a written notice to that effect specifying which requirements in the opinion of the Secretary of State are not satisfied or stating that the application is refused on the ground mentioned in sub-paragraph (3).
(5) A recognition order shall state the date on which it takes effect.

Revocation of Recognition

3
(1) A recognition order may be revoked by a further order made by the Secretary of State if at any time it appears to him—
(a) that any requirement of Part II of this Schedule is not satisfied in the case of the body to which the recognition order relates (“the recognised body”),
(b) that the recognised body has failed to comply with any obligation to which it is subject by virtue of this Part of this Act, or
(c) that the continued recognition of the body is undesirable having regard to the existence of one or more other bodies which have been or are to be recognised.
(2) An order revoking a recognition order shall state the date on which it takes effect and that date shall not be earlier than three months after the day on which the revocation order is made.
(3) Before revoking a recognition order the Secretary of State shall give written notice of his intention to do so to the recognised body, take such steps as he considers reasonably practicable for bringing the notice to the attention of members of the body and publish it in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.
(4) A notice under sub-paragraph (3) shall state the reasons for which the Secretary of State proposes to act and give particulars of the rights conferred by sub-paragraph (5).
(5) A body on which a notice is served under sub-paragraph (3), any member of the body and any other person who appears to the Secretary of State to be affected may within three months after the date of service or publication, or within such longer time as the Secretary of State may allow, make written representations to the Secretary of State and, if desired, oral representations to a person appointed for that purpose by the Secretary of State; and the Secretary of State shall have regard to any representations made in accordance with this sub-paragraph in determining whether to revoke the recognition order.
(6) If in any case the Secretary of State considers it essential to do so in the public interest he may revoke a recognition order without regard to the restriction imposed by sub-paragraph (2) and notwithstanding that no notice has been given or published under sub-paragraph (3) or that the time for making representations in pursuance of such a notice has not expired.
(7) An order revoking a recognition order may contain such transitional provisions as the Secretary of State thinks necessary or expedient.
(8) A recognition order may be revoked at the request or with the consent of the recognised body and any such revocation shall not be subject to the restrictions imposed by sub-paragraphs (1) and (2) or the requirements of sub-paragraphs (3) to (5).
(9) On making an order revoking a recognition order the Secretary of State shall give the body written notice of the making of the order, take such steps as he considers reasonably practicable for bringing the making of the order to the attention of members of the body and publish a notice of the making of the order in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.

Part II Requirements for Recognition

Holding of appropriate qualification

4
(1) The body must have rules to the effect that a person is not eligible for appointment as a company auditor unless—
(a) in the case of an individual, he holds an appropriate qualification;
(b) in the case of a firm—
(i) the individuals responsible for company audit work on behalf of the firm hold an appropriate qualification, and
(ii) the firm is controlled by qualified persons (see paragraph 5 below).
(2) This does not prevent the body from imposing more stringent requirements.
(3) A firm which has ceased to comply with the conditions mentioned in sub-paragraph (1)(b) may be permitted to remain eligible for appointment as a company auditor for a period of not more than three months.

5
(1) The following provisions explain what is meant in paragraph 4(1)(b)(ii) by a firm being “controlled by qualified persons”.
(2) For this purpose references to a person being qualified are, in relation to an individual, to his holding an appropriate qualification, and in relation to a firm, to its being eligible for appointment as a company auditor.
(3) A firm shall be treated as controlled by qualified persons if, and only if—
(a) a majority of the members of the firm are qualified persons, and
(b) where the firm’s affairs are managed by a board of directors, committee or other management body, a majority of the members of that body are qualified persons or, if the body consists of two persons only, at least one of them is a qualified person.
(4) A majority of the members of a firm means—
(a) where under the firm’s constitution matters are decided apon by the exercise of voting rights, members holding a majority of the rights to vote on all, or substantially all, matters;
(b) in any other case, members having such rights under the constitution of the firm as enable them to direct its overall policy or alter its constitution.
(5) A majority of the members of the management body of a firm means—
(a) where matters are decided at meetings of the management body by the exercise of voting rights, members holding a majority of the rights to vote on all, or substantially all, matters at such meetings;
(b) in any other case, members having such rights under the constitution of the firm as enable them to direct its overall policy or alter its constitution.
(6) The provisions of paragraphs 5 to 11 of Schedule 10A to the Companies Act 1985 (rights to be taken into account and attribution of rights) apply for the purposes of this paragraph.

Auditors to be fit and proper persons

6
(1) The body must have adequate rules and practices designed to ensure that the persons eligible under its rules for appointment as a company auditor are fit and proper persons to be so appointed.
(2) The matters which the body may take into account for this purpose in relation to a person must include—
(a) any matter relating to any person who is or will be employed by or associated with him for the purposes of or in connection with company audit work; and
(b) in the case of a body corporate, any matter relating to any director or controller of the body, to any other body corporate in the same group or to any director or controller of any such other body; and
(c) in the case of a partnership, any matter relating to any of the partners, any director or controller of any of the partners, any body corporate in the same group as any of the partners and any director or controller of any such other body.
(3) In sub-paragraph (2)(b) and (c) “controller”, in relation to a body corporate, means a person who either alone or with any associate or associates is entitled to exercise or control the exercise of 15 per cent. or more of the rights to vote on all, or substantially all, matters at general meetings of the body or another body corporate of which it is a subsidiary.

Professional integrity and independence

7
(1) The body must have adequate rules and practices designed to ensure—
(a) that company audit work is conducted properly and with integrity, and
(b) that persons are not appointed company auditor in circumstances in which they have any interest likely to conflict with the proper conduct of the audit.
(1A) The body must participate in arrangements within paragraph 17, and the rules and practices mentioned in sub-paragraph (1) above must include provision requiring compliance with any standards for the time being determined under such arrangements.
Sch. 11 para. 7(1A) inserted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 1(2), 65; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to transitional provisions in arts. 4-13)
(2) The body must also have adequate rules and practices designed to ensure that no firm is eligible under its rules for appointment as a company auditor unless the firm has arrangements to prevent—
(a) individuals who do not hold an appropriate qualification, and
(b) persons who are not members of the firm,
from being able to exert any influence over the way in which an audit is conducted in circumstances in which that influence would be likely to affect the independence or integrity of the audit.

Technical standards

8
(1) The body must have rules and practices as to the technical standards to be applied in company audit work and as to the manner in which those standards are to be applied in practice.
Sch. 11 para. 8 renumbered as Sch. 11 para. 8(1) (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 1(3), 65; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to transitional provisions in arts. 4-13)
(2) The body must participate in arrangements within paragraph 18, and the rules and practices mentioned in sub-paragraph (1) above must include provision requiring compliance with any standards for the time being determined under such arrangements.
Sch. 11 para. 8(2) inserted (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 1(3), 65; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to transitional provisions in arts. 4-13)

Procedures for maintaining competence

9
The body must have rules and practices designed to ensure that persons eligible under its rules for appointment as a company auditor continue to maintain an appropriate level of competence in the conduct of company audits.

Monitoring and enforcement

10
(1) The body must have adequate arrangements and resources for the effective monitoring and enforcement of compliance with its rules.
(2) The arrangements for monitoring may make provision for that function to be performed on behalf of the body (and without affecting its responsibility) by any other body or person who is able and willing to perform it.

Independent monitoring of audits of listed and other major companies

10A
(1) The body must—
(a) participate in arrangements within paragraph 19(1), and
(b) have rules designed to ensure that members of the body who perform any company audit functions in respect of major audits take such steps as may be reasonably required of them to enable their performance of any such functions to be monitored by means of inspections carried out under the arrangements.
(2) Any monitoring of such persons under the arrangements is to be regarded (so far as their performance of company audit functions in respect of major audits is concerned) as monitoring of compliance with the body’s rules for the purposes of paragraph 10(1).
(3) In this paragraph “company audit function” and “major audit” have the same meaning as in paragraph 19.

Membership, eligibility and discipline

11
The rules and practices of the body relating to—
(a) the admission and expulsion of members,
(b) the grant and withdrawal of eligibility for appointment as a company auditor, and
(c) the discipline it exercises over its members,
must be fair and reasonable and include adequate provision for appeals.

Investigation of complaints

12
(1) The body must have effective arrangements for the investigation of complaints—
(a) against persons who are eligible under its rules to be appointed company auditor, or
(b) against the body in respect of matters arising out of its functions as a supervisory body.
(2) The arrangements may make provision for the whole or part of that function to be performed by and to be the responsibility of a body or person independent of the body itself.

Independent investigation for disciplinary purposes of public interest cases

12A
(1) The body must—
(a) participate in arrangements within paragraph 20(1), and
(b) have rules and practices designed to ensure that, where the designated persons have decided that any particular disciplinary action should be taken against a member of the body following the conclusion of an investigation under such arrangements, that decision is to be treated as if it were a decision made by the body in disciplinary proceedings against the member.
(2) In sub-paragraph (1) “the designated persons” means the persons who, under the arrangements, have the function of deciding whether (and, if so, what) disciplinary action should be taken against a member of the body in the light of an investigation carried out under the arrangements.

Meeting of claims arising out of audit work

13
(1) The body must have adequate rules or arrangements designed to ensure that persons eligible under its rules for appointment as a company auditor take such steps as may reasonably be expected of them to secure that they are able to meet claims against them arising out of company audit work.
(2) This may be achieved by professional indemnity insurance or other appropriate arrangements.

Register of auditors and other information to be made available

14
The body must have rules requiring persons eligible under its rules for appointment as a company auditor to comply with any obligations imposed on them by regulations under section 35 or 36.

Taking account of costs of compliance

15
The body must have satisfactory arrangements for taking account, in framing its rules, of the cost to those to whom the rules would apply of complying with those rules and any other controls to which they are subject.

Promotion and maintenance of standards

16
The body must be able and willing to promote and maintain high standards of integrity in the conduct of company audit work and to co-operate, by the sharing of information and otherwise, with the Secretary of State and any other authority, body or person having responsibility in the United Kingdom for the qualification, supervision or regulation of auditors.
Sch. 11 Pt. II amended (1.10.1991) by S.I. 1991/824, regs. 1(2)(a), 11(6); S.I. 1991/1996, art. 2(1)(a)
Sch. 11 Pt. II excluded (1.10.1991) by S.I. 1991/824, regs. 1(2)(a), 11(4); S.I. 1991/1996, art. 2(1)(a)
Sch. 11 Pt. II excluded (9.2.2005) by The European Communities (Recognition of Professional Qualifications) (First General System) Regulations 2005 (S.I. 2005/18), reg. 11(4) (with reg. 3)

Part 3 Arrangements in which supervisory bodies are required to participate

17 Arrangements for setting standards relating to professional integrity and independence
The arrangements referred to in paragraph 7(1A) are appropriate funded arrangements—
(a) for the determining of standards for the purposes of the rules and practices mentioned in paragraph 7(1), and
(b) for ensuring that the determination of those standards is done independently of the body.

18 Arrangements for setting technical standards
The arrangements referred to in paragraph 8(2) are appropriate funded arrangements—
(a) for the determining of standards for the purposes of the rules and practices mentioned in paragraph 8(1), and
(b) for ensuring that the determination of those standards is done independently of the body.

19 Arrangements for independent monitoring of audits of listed and other major companies
(1) The arrangements referred to in paragraph 10A(1) are appropriate funded arrangements—
(a) for enabling the performance by members of the body of company audit functions in respect of major audits to be monitored by means of inspections carried out under the arrangements, and
(b) for ensuring that the carrying out of such monitoring and inspections is done independently of the body.
(2) In this paragraph—
“company audit function” means any function performed as a company auditor;
“major audit” means an audit conducted in respect of—
(a) a company any of whose securities have been admitted to the official list (within the meaning of Part 6 of the Financial Services and Markets Act 2000), or
(b) any other company in whose financial condition there is a major public interest.

20 Arrangements for independent investigation for disciplinary purposes of public interest cases
(1) The arrangements referred to in paragraph 12A(1) are appropriate funded arrangements—
(a) for the carrying out of investigations into public interest cases arising in connection with the performance of company audit functions by members of the body,
(b) for the holding of disciplinary hearings relating to members of the body which appear to be desirable following the conclusion of such investigations,
(c) for requiring such hearings to be held in public except where the interests of justice otherwise require,
(d) for the persons before whom such hearings have taken place to decide whether (and, if so, what) disciplinary action should be taken against the members to whom the hearings related, and
(e) for ensuring that the carrying out of those investigations, the holding of those hearings, and the taking of those decisions are done independently of the body.
(2) In this paragraph—
“company audit function” means any function performed as a company auditor;
“public interest cases” means matters which raise or appear to raise important issues affecting the public interest.

21 Supplementary: arrangements to operate independently of body
(1) This paragraph applies for the purposes of—
paragraph 17(b),
paragraph 18(b),
paragraph 19(1)(b), or
paragraph 20(1)(e).
(2) Arrangements cannot be regarded as appropriate for the purpose of ensuring that the thing or things mentioned in that provision is or are done independently of the body unless they are designed to ensure that the body—
(a) will have no involvement in the appointment or selection of any of the persons who are to be responsible for doing the thing or things in question, and
(b) will not otherwise be involved in the doing of that thing or those things.
(3) Sub-paragraph (2) imposes a minimum requirement and does not preclude the possibility that additional criteria may need to be satisfied in order for the arrangements to be regarded as appropriate for the purpose in question.

22 Supplementary: “funded” arrangements etc.
(1) For the purposes of any of paragraphs 17, 18, 19 and 20, arrangements are “funded”arrangements if, in the event of their providing for the payment of costs of maintaining the arrangements, such costs are to be paid by the body in accordance with the arrangements.
(2) Arrangements can qualify as arrangements within any of paragraphs 17, 18, 19(1) and 20(1) even though the matters for which they provide are more extensive in any respect than those mentioned in that provision.
Sch. 11 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 38(2))
SCHEDULE 12

Part I Grant and Revocation of Recognition

Application for recognition of professional qualification

1
(1) A qualifying body may apply to the Secretary of State for an order declaring a qualification offered by it to be a recognised professional qualification for the purposes of this Part of this Act.
(2) Any such application—
(a) shall be made in such manner as the Secretary of State may direct, and
(b) shall be accompanied by such information as the Secretary of State may reasonably require for the purpose of determining the application.
(3) At any time after receiving an application and before determining it the Secretary of State may require the applicant to furnish additional information.
(4) The directions and requirements given or imposed under sub-paragraphs (2) and (3) may differ as between different applications.
(5) Any information to be furnished to the Secretary of State under this section shall, if he so requires, be in such form or verified in such manner as he may specify.
In the case of examination standards, the verification required may include independent moderation of the examinations over such period as the Secretary of State considers necessary.
(6) Every application shall be accompanied by a copy of the applicant’s rules and of any guidance issued by it which is intended to have continuing effect and is issued in writing or other legible form.

Grant and refusal of recognition

2
(1) The Secretary of State may, on an application duly made in accordance with paragraph 1 and after being furnished with all such information as he may require under that paragraph, make or refuse to make an order (a “recognition order”) declaring the qualification in respect of which the application was made to be a recognised professional qualification for the purposes of this Part of this Act.
In this Part of this Act a “recognised qualifying body” means a qualifying body offering a recognised professional qualification.
(2) The Secretary of State shall not make a recognition order unless it appears to him, from the information furnished by the applicant and having regard to any other information in his possession, that the requirements of Part II of this Schedule are satisfied as respects the qualification.
(3) Where the Secretary of State refuses an application for a recognition order he shall give the applicant a written notice to that effect specifying which requirements, in his opinion, are not satisfied.
(4) A recognition order shall state the date on which it takes effect.

Revocation of recognition

3
(1) A recognition order may be revoked by a further order made by the Secretary of State if at any time it appears to him—
(a) that any requirement of Part II of this Schedule is not satisfied in relation to the qualification to which the recognition order relates, or
(b) that the qualifying body has failed to comply with any obligation to which it is subject by virtue of this Part of this Act.
(2) An order revoking a recognition order shall state the date on which it takes effect and that date shall not be earlier than three months after the day on which the revocation order is made.
(3) Before revoking a recognition order the Secretary of State shall give written notice of his intention to do so to the qualifying body, take such steps as he considers reasonably practicable for bringing the notice to the attention of persons holding the qualification or in the course of studying for it and publish it in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.
(4) A notice under sub-paragraph (3) shall state the reasons for which the Secretary of State proposes to act and give particulars of the rights conferred by sub-paragraph (5).
(5) A body on which a notice is served under sub-paragraph (3), any person holding the qualification or in the course of studying for it and any other person who appears to the Secretary of State to be affected may within three months after the date of service or publication, or within such longer time as the Secretary of State may allow, make written representations to the Secretary of State and, if desired, oral representations to a person appointed for that purpose by the Secretary of State; and the Secretary of State shall have regard to any representations made in accordance with this subsection in determining whether to revoke the recognition order.
(6) If in any case the Secretary of State considers it essential to do so in the public interest he may revoke a recognition order without regard to the restriction imposed by sub-paragraph (2) and notwithstanding that no notice has been given or published under sub-paragraph (3) or that the time for making representations in pursuance of such a notice has not expired.
(7) An order revoking a recognition order may contain such transitional provisions as the Secretary of State thinks necessary or expedient.
(8) A recognition order may be revoked at the request or with the consent of the qualifying body and any such revocation shall not be subject to the restrictions imposed by sub-paragraphs (1) and (2) or the requirements of sub-paragraphs (3) to (5).
(9) On making an order revoking a recognition order the Secretary of State shall give the qualifying body written notice of the making of the order, take such steps as he considers reasonably practicable for bringing the making of the order to the attention of persons holding the qualification or in the course of studying for it and publish a notice of the making of the order in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.

Part II Requirements for Recognition

Entry requirements

4
(1) The qualification must only be open to persons who have attained university entrance level or have a sufficient period of professional experience.
(2) In relation to a person who has not been admitted to a university or other similar establishment in the United Kingdom, attaining university entrance level means—
(a) being educated to such a standard as would entitle him to be considered for such admission on the basis of—
(i) academic or professional qualifications obtained in the United Kingdom and recognised by the Secretary of State to be of an appropriate standard, or
(ii) academic or professional qualifications obtained outside the United Kingdom which the Secretary of State considers to be of an equivalent standard; or
(b) being assessed on the basis of written tests of a kind appearing to the Secretary of State to be adequate for the purpose, with or without oral examination, as of such a standard of ability as would entitle him to be considered for such admission.
(3) The assessment, tests and oral examination referred to in sub-paragraph (2)(b) may be conducted by the qualifying body or by some other body approved by the Secretary of State.

Course of theoretical instruction

5
The qualification must be restricted to persons who have completed a course of theoretical instruction in the subjects prescribed for the purposes of paragraph 7 or have a sufficient period of professional experience.

Sufficient period of professional experience

6
(1) The references in paragraphs 4 and 5 to a sufficient period of professional experience are to not less than seven years’ experience in a professional capacity in the fields of finance, law and accountancy.
(2) Periods of theoretical instruction in the fields of finance, law and accountancy may be deducted from the required period of professional experience, provided the instruction—
(a) lasted at least one year, and
(b) is attested by an examination recognised by the Secretary of State for the purposes of this paragraph;
but the period of professional experience may not be so reduced by more than four years.
(3) The period of professional experience together with the practical training required in the case of persons satisfying the requirement in paragraph 5 by virtue of having a sufficient period of professional experience must not be shorter than the course of theoretical instruction referred to in that paragraph and the practical training required in the case of persons satisfying the requirement of that paragraph by virtue of having completed such a course.

Examination

7
(1) The qualification must be restricted to persons who have passed an examination (at least part of which is in writing) testing—
(a) theoretical knowledge of the subjects prescribed for the purposes of this paragraph by regulations made by the Secretary of State, and
(b) ability to apply that knowledge in practice,
and requiring a standard of attainment at least equivalent to that required to obtain a degree from a university or similar establishment in the United Kingdom.
(2) The qualification may be awarded to a person without his theoretical knowledge of a subject being tested by examination if he has passed a university or other examination of equivalent standard in that subject or holds a university degree or equivalent qualification in it.
(3) The qualification may be awarded to a person without his ability to apply his theoretical knowledge of a subject in practice being tested by examination if he has received practical training in that subject which is attested by an examination or diploma recognised by the Secretary of State for the purposes of this paragraph.
(4) Regulations under this paragraph shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

Practical training

8
(1) The qualification must be restricted to persons who have completed at least three years’ practical training of which—
(a) part was spent being trained in company audit work, and
(b) a substantial part was spent being trained in company audit work or other audit work of a description approved by the Secretary of State as being similar to company audit work.
For this purpose “company audit work” includes the work of a person appointed as auditor under the Companies (Northern Ireland) Order 1986 or under the law of a country or territory outside the United Kingdom where it appears to the Secretary of State that the law and practice with respect to the audit of company accounts is similar to that in the United Kingdom.
S.I. 1986/1032 (N.I. 6).
(2) The training must be given by persons approved by the body offering the qualification as persons as to whom the body is satisfied, in the light of undertakings given by them and the supervision to which they are subject (whether by the body itself or some other body or organisation), that they will provide adequate training.
(3) At least two-thirds of the training must be given by a fully-qualified auditor, that is, a person—
(a) eligible in accordance with this Part of this Act to be appointed as a company auditor, or
(b) satisfying the corresponding requirements of the law of Northern Ireland or another member State of the European Economic Community.

The body offering the qualification

9
(1) The body offering the qualification must have—
(a) rules and arrangements adequate to ensure compliance with the requirements of paragraphs 4 to 8, and
(b) adequate arrangements for the effective monitoring of its continued compliance with those requirements.
(2) The arrangements must include arrangements for monitoring the standard of its examinations and the adequacy of the practical training given by the persons approved by it for that purpose.
Sch. 12 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 38(2))
SCHEDULE 13

Operation of this Schedule

1
(1) This Schedule has effect in relation to a body designated by an order under section 46 as follows—
(a) paragraphs 2 to 12 have effect in relation to the body where it is established by the order;
(b) paragraphs 2 and 6 to 11 have effect in relation to the body where it is an existing body (see section 46(1A)(b)); and
(c) paragraph 13 has effect in relation to the body where it is an existing body that is an unincorporated association.
(2) In their operation in accordance with sub-paragraph (1)(b), paragraphs 2 and 6 apply only in relation to—
(a) things done by or in relation to the body in or in connection with the exercise of functions transferred to it by the order, and
(b) functions of the body which are functions so transferred.
(3) Any power conferred by this Schedule to make provision by order is a power to make provision by an order under section 46.
Sch. 13 para. 1 and preceding cross-heading substituted (1.1.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 5(2), 65; S.I. 2004/3322, art. 2(1), Sch. 1
Sch. 13 para. 1 and preceding cross-heading substituted (1.1.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 5(2), 65; S.I. 2004/3322, art. 2(1), Sch. 1

Status

2
The body shall not be regarded as acting on behalf of the Crown and its members, officers and employees shall not be regarded as Crown servants.

Name, members and chairman

3
(1) The body shall be known by such name as may be specified in the delegation order.
(2) The body shall consist of such persons (not being less than eight) as the Secretary of State may appoint after such consultation as he thinks appropriate; and the chairman of the body shall be such person as the Secretary of State may appoint from amongst its members.
(3) The Secretary of State may make provision by order as to the terms on which the members of the body are to hold and vacate office and as to the terms on which a person appointed as chairman is to hold and vacate the office of chairman.

Financial provisions

4
(1) The body shall pay to its chairman and members such remuneration, and such allowances in respect of expenses properly incurred by them in the performance of their duties, as the Secretary of State may determine.
(2) As regards any chairman or member in whose case the Secretary of State so determines, the body shall pay or make provision for the payment of—
(a) such pension, allowance or gratuity to or in respect of that person on his retirement or death, or
(b) such contributions or other payment towards the provision of such a pension, allowance or gratuity,
as the Secretary of State may determine.
(3) Where a person ceases to be a member of the body otherwise than on the expiry of his term of office and it appears to the Secretary of State that there are special circumstances which make it right for him to receive compensation, the body shall make a payment to him by way of compensation of such amount as the Secretary of State may determine.

Proceedings

5
(1) The delegation order may contain such provision as the Secretary of State considers appropriate with respect to the proceedings of the body.
(2) The order may, in particular—
(a) authorise the body to discharge any functions by means of committees consisting wholly or partly of members of the body;
(b) provide that the validity of proceedings of the body, or of any such committee, is not affected by any vacancy among the members or any defect in the appointment of any member.

Fees

6
(1) The body may retain fees payable to it.
(2) The fees shall be applied for meeting the expenses of the body in discharging its functions and for any purposes incidental to those functions.
(3) Those expenses include any expenses incurred by the body on such staff, accommodation, services and other facilities as appear to it to be necessary or expedient for the proper performance of its functions.
(4) In prescribing the amount of fees in the exercise of the functions transferred to it the body shall prescribe such fees as appear to it sufficient to defray those expenses, taking one year with another.
(5) Any exercise by the body of the power to prescribe fees requires the approval of the Secretary of State; and the Secretary of State may, after consultation with the body, by order vary or revoke any regulations made by it prescribing fees.

Legislative functions

7
(1) Regulations made by the body in the exercise of the functions transferred to it shall be made by instrument in writing, but not by statutory instrument.
(2) The instrument shall specify the provision of this Part of this Act under which it is made.
(3) The Secretary of State may by order impose such requirements as he thinks necessary or expedient as to the circumstances and manner in which the body must consult on any regulations it proposes to make.

8
(1) Immediately after an instrument is made it shall be printed and made available to the public with or without payment.
(2) A person shall not be taken to have contravened any regulation if he shows that at the time of the alleged contravention the instrument containing the regulation had not been made available as required by this paragraph.

9
(1) The production of a printed copy of an instrument purporting to be made by the body on which is endorsed a certificate signed by an officer of the body authorised by it for the purpose and stating—
(a) that the instrument was made by the body,
(b) that the copy is a true copy of the instrument, and
(c) that on a specified date the instrument was made available to the public as required by paragraph 8,
is prima facie evidence or, in Scotland, sufficient evidence of the facts stated in the certificate.
(2) A certificate purporting to be signed as mentioned in sub-paragraph (1) shall be deemed to have been duly signed unless the contrary is shown.
(3) Any person wishing in any legal proceedings to cite an instrument made by the body may require the body to cause a copy of it to be endorsed with such a certificate as is mentioned in this paragraph.

Report and accounts

10
(1) The body shall at least once in each year for which the delegation order is in force make a report to the Secretary of State on the discharge of the functions transferred to it and on such other matters as the Secretary of State may by order require.
(2) The Secretary of State shall lay before Parliament copies of each report received by him under this paragraph.
(2A) The following provisions of this paragraph apply as follows—
(a) sub-paragraphs (3) and (4) apply only where the body is established by the order, and
(b) sub-paragraphs (5) and (6) apply only where the body is an existing body.
Sch. 13 para. 10(2A) inserted (1.1.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 5(3)(a), 65; S.I. 2004/3322, art. 2(1), Sch. 1
(3) The Secretary of State may, with the consent of the Treasury, give directions to the body with respect to its accounts and the audit of its accounts and it is the duty of the body to comply with the directions.
(4) A person shall not be appointed auditor of the body unless he is eligible for appointment as a company auditor under section 25.
(5) Unless the body is a company to which section 226 of the Companies Act 1985 (duty to prepare individual company accounts) applies—
(a) the Secretary of State may, with the consent of the Treasury, give directions to the body with respect to its accounts and the audit of its accounts, and
(b) it is the duty of the body to comply with the directions.
Sch. 13 para. 10(5)(6) inserted (1.1.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 5(3)(b), 65; S.I. 2004/3322, art. 2(1), Sch. 1
(6) Whether or not the body is a company to which section 226 of the Companies Act 1985 applies—
(a) the Secretary of State may give directions to the body providing that any provisions of that Act specified in the directions are to apply to the body, with or without any modifications so specified, and
(b) it is the duty of the body to comply with the directions.

Other supplementary provisions

11
(1) The transfer of a function to a body designated by a delegation order does not affect anything previously done in the exercise of the function transferred; and the resumption of a function so transferred does not affect anything previously done in exercise of the function resumed.
Words in Sch. 13 para. 11 substituted (1.1.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 5(4), 65; S.I. 2004/3322, art. 2(1), Sch. 1
(2) The Secretary of State may by order make such transitional and other supplementary provision as he thinks necessary or expedient in relation to the transfer or resumption of a function.
(3) The provision that may be made in connection with the transfer of a function includes, in particular, provision—
(a) for modifying or excluding any provision of this Part of this Act in its application to the function transferred;
(b) for applying to the body designated by the delegation order, in connection with the function transferred, any provision applying to the Secretary of State which is contained in or made under any other enactment;
(c) for the transfer of any property, rights or liabilities from the Secretary of State to that body;
(d) for the carrying on and completion by that body of anything in process of being done by the Secretary of State when the order takes effect;
(e) for the substitution of that body for the Secretary of State in any instrument, contract or legal proceedings.
(4) The provision that may be made in connection with the resumption of a function includes, in particular, provision—
(a) for the transfer of any property, rights or liabilities from that body to the Secretary of State;
(b) for the carrying on and completion by the Secretary of State of anything in process of being done by that body when the order takes effect;
(c) for the substitution of the Secretary of State for that body in any instrument, contract or legal proceedings.

12
Where a delegation order is revoked, the Secretary of State may by order make provision—
(a) for the payment of compensation to persons ceasing to be employed by the body established by the delegation order; and
(b) as to the winding up and dissolution of the body.

13
(1) This paragraph applies where the body is an unincorporated association.
(2) Any relevant proceedings may be brought by or against the body in the name of any body corporate whose constitution provides for the establishment of the body.
(3) In sub-paragraph (2) “relevant proceedings” means proceedings brought in or in connection with the exercise of any transferred function.
(4) In relation to proceedings brought as mentioned in sub-paragraph (2), any reference in paragraph 11(3)(e) or (4)(c) to the body replacing or being replaced by the Secretary of State in any legal proceedings is to be read with the appropriate modifications.
Sch. 13 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 para. 42)

SCHEDULE 14 Supervisory and qualifying bodies: Restrictive practices
Section 47(1).

Part I Prevention of restrictive practices

Refusal of recognition on grounds related to competition
1 (1) The Secretary of State shall before deciding whether to make a recognition order in respect of a supervisory body or professional qualification send to the Office of Fair Trading (in this Schedule referred to as “the OFT”) a copy of the rules and of any guidance which the Secretary of State is required to consider in making that decision together with such other information as the Secretary of State considers will assist the OFT.
Words in Sch. 14 para. 1(1) substituted (1.4.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(a)(i); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)
(2) The OFT shall consider whether the rules or guidance have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition, and shall report to the Secretary of State; and the Secretary of State shall have regard to its report in deciding whether to make a recognition order.
Words in Sch. 14 para. 1(2) substituted (1.4.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(a)(ii); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)
(3) The Secretary of State shall not make a recognition order if it appears to him that the rules and any guidance of which copies are furnished with the application have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition, unless it appears to him that the effect is reasonably justifiable having regard to the purposes of this Part of this Act.

Notification of changes to rules or guidance
2 (1) Where a recognised supervisory or qualifying body amends, revokes or adds to its rules or guidance in a manner which may reasonably be regarded as likely—
(a) to restrict, distort or prevent competition to any significant extent, or
(b) otherwise to affect the question whether the recognition order granted to the body should continue in force,
it shall within seven days give the Secretary of State written notice of the amendment, revocation or addition.
(2) Notice need not be given under sub-paragraph (1) of the revocation of guidance not intended to have continuing effect or issued otherwise than in writing or other legible form, or of any amendment or addition to guidance which does not result in or consist of guidance which is intended to have continuing effect and is issued in writing or other legible form.

Continuing scrutiny by the Director General of Fair Trading
3 (1) The OFT shall keep under review the rules made or guidance issued by a recognised supervisory or qualifying body, and if it is of the opinion that any rules or guidance of such a body have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition, it shall report its opinion to the Secretary of State, stating what in its opinion the effect is or is likely to be.
Words in Sch. 14 para. 3 substituted (1.4.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(b)(i); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)
Words in Sch. 14 para. 3(1) substituted (1.4.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(b)(ii); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)
(2) The Secretary of State shall send to the OFTcopies of any notice received by him under paragraph 2, together with such other information as he considers will assist the OFT.
(3) The OFT may report to the Secretary of State its opinion that any matter mentioned in such a notice does not have, and is not intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition.
Word in Sch. 14 para. 3(3) substituted (1.4.2003 by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(b)(iii); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)
(4) The OFT may from time to time consider whether—
(a) any practices of a recognised supervisory or qualifying body in its capacity as such, or
(b) any relevant practices required or contemplated by the rules or guidance of such a body or otherwise attributable to its conduct in its capacity as such,
have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition and, if so, what that effect is or is likely to be; and if it is of that opinion it shall make a report to the Secretary of State stating its opinion and what the effect is or is likely to be.
Words in Sch. 14 para. 3(4) substituted (1.4.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(b)(iv); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)
(5) The practices relevant for the purposes of sub-paragraph (4)(b) in the case of a recognised supervisory body are practices engaged in for the purposes of, or in connection with, appointment as a company auditor or the conduct of company audit work by persons who—
(a) are eligible under its rules for appointment as a company auditor, or
(b) hold an appropriate qualification and are directors or other officers of bodies corporate which are so eligible or partners in, or employees of, partnerships which are so eligible.
(6) The practices relevant for the purposes of sub-paragraph (4)(b) in the case of a recognised qualifying body are—
(a) practices engaged in by persons in the course of seeking to obtain a recognised professional qualification from that body, and
(b) practices engaged in by persons approved by the body for the purposes of giving practical training to persons seeking such a qualification and which relate to such training.

Investigatory powers of the Director
4 (1) The following powers are exercisable by the OFT for the purpose of investigating any matter in connection with its functions under paragraph 1or 3.
Words in Sch. 14 para. 4 substituted (1.4.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(c)(i); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)
Word in Sch. 14 para. 4(1) substituted (1.4.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(c)(ii); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)
(2) The OFT may by a notice in writing require any person to produce, at a time and place specified in the notice, to the OFT or to any person appointed by it for the purpose, any documents which are specified or described in the notice and which are documents in his custody or under his control and relating to any matter relevant to the investigation.
Word in Sch. 14 para. 4(2) substituted (1.4.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(c)(iii); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)
(3) The OFT may by a notice in writing require any person to furnish to the OFT such information as may be specified or described in the notice, and specify the time within which and the manner and form in which any such information is to be furnished.
(4) A person shall not under this paragraph be required to produce any document or disclose any information which he would be entitled to refuse to produce or disclose on grounds of legal professional privilege in proceedings in the High Court or on the grounds of confidentiality as between client and professional legal adviser in proceedings in the Court of Session.
(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 14 para. 4(5) repealed (1.4.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(c)(iv), Sch. 26; S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)

4A Enforcement
(1) The court may, on an application by the OFT, enquire into whether any person (“the defaulter”) has refused or otherwise failed, without reasonable excuse, to comply with a notice under paragraph 4.
(2) An application under sub-paragraph (1) shall include details of the possible failure which the OFT considers has occurred.
(3) In enquiring into a case under sub-paragraph (1), the court shall hear any witness who may be produced against or on behalf of the defaulter and any statement which may be offered in defence.
(4) Sub-paragraphs (5) and (6) apply where the court is satisfied, after hearing any witnesses and statements as mentioned in sub-paragraph (3), that the defaulter has refused or otherwise failed, without reasonable excuse, to comply with the notice under paragraph 4.
(5) The court may punish the defaulter as it would have been able to punish him had he been guilty of contempt of court.
(6) Where the defaulter is a body corporate, the court may punish any director or officer of the defaulter as it would have been able to punish that director or officer had the director or officer been guilty of contempt of court.
(6A) Where the defaulter is a partnership constituted under the law of Scotland, the court may punish any partner of the defaulter as it would have been able to punish him had he been guilty of contempt of court.
Sch. 14 para. 4A(6A) inserted (20.6.2003) by The Enterprise Act 2002 (Consequential and Supplemental Provisions) Order 2003 (S.I. 2003/1398), art. 2, Sch. para. 10(2)
(7) In this section “the court”—
(a) in relation to England and Wales, means the High Court, and
(b) in relation to Scotland, means the Court of Session.
Sch. 14 para. 4A inserted (1.4.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(d); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)
4B (1) A person commits an offence if he intentionally alters, suppresses or destroys a document which he has been required to produce by a notice under paragraph 4.
(2) A person who commits an offence under sub-paragraph (1) shall be liable—
(a) on summary conviction, to a fine not exceeding the statutory maximum;
(b) on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine or to both.
Sch. 14 para. 4B inserted (1.4.2003) by 2002 c. 40, s. 278, Sch. 25 para. 21(4)(d); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)

Publication of Director’s reports
5 (1) The OFT may, if it thinks fit, publish any report made by it under paragraph 1 or 3.
Words in Sch. 14 para. 5 substituted (1.4.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(e); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)
(2) It shall exclude from a published report, so far as practicable, any matter which relates to the affairs of a particular person (other than the supervisory or qualifying body concerned) the publication of which would or might in its opinion seriously and prejudicially affect the interests of that person.

Powers exercisable by the Secretary of State in consequence of report
6 (1) The powers conferred by this section are exercisable by the Secretary of State if, having received and considered a report from the OFT under paragraph 3(1) or (4), it appears to him that—
(a) any rules made or guidance issued by a recognised supervisory or qualifying body, or
(b) any such practices as are mentioned in paragraph 3(4),
have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition and that that effect is greater than is reasonably justifiable having regard to the purposes of this Part of this Act.
Word in Sch. 14 para. 6 substituted (1.4.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(f); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)
(2) The powers are—
(a) to revoke the recognition order granted to the body concerned,
(b) to direct it to take specified steps for the purpose of securing that the rules, guidance or practices in question do not have the effect mentioned in sub-paragraph (1), and
(c) to make alterations in the rules of the body for that purpose.
(3) The provisions of paragraph 3(2) to (5), (7) and (9) of Schedule 11 or, as the case may be, Schedule 12 have effect in relation to the revocation of a recognition order under sub-paragraph (2)(a) above as they have effect in relation to the revocation of such an order under that Schedule.
(4) Before the Secretary of State exercises the power conferred by sub-paragraph (2)(b) or (c) above he shall—
(a) give written notice of his intention to do so to the body concerned and take such steps (whether by publication or otherwise) as he thinks appropriate for bringing the notice to the attention of any other person who in his opinion is likely to be affected by the exercise of the power, and
(b) have regard to any representation made within such time as he considers reasonable by the body or any such other person.
(5) A notice under sub-paragraph (4) shall give particulars of the manner in which the Secretary of State proposes to exercise the power in question and state the reasons for which he proposes to act; and the statement of reasons may include matters contained in any report received by him under paragraph 4.

Supplementary provisions
7 (1) A direction under paragraph 6 is, on the application of the Secretary of State, enforceable by injunction or, in Scotland, by an order under section 45 of the Court of Session Act 1988.
1988 c. 36.
(2) The fact that any rules made by a recognised supervisory or qualifying body have been altered by the Secretary of State, or pursuant to a direction of the Secretary of State, under paragraph 6 does not preclude their subsequent alteration or revocation by that body.
(3) In determining for the purposes of this Part of this Schedule whether any guidance has, or is likely to have, any particular effect the Secretary of State and the OFT may assume that the persons to whom it is addressed will act in conformity with it.
Word in Sch. 14 para. 7 substituted (1.4.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(f); S.I. 2003/766, art. 2, Sch. (with transitional and transitory provision in art. 3)

Part II Consequential Exemptions from Competition Law

Fair Trading Act 1973 (c. 41)
8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 14 para. 8 repealed (20.6.2003) by 2002 c. 40, ss. 278, 279, Sch. 25 para. 21(4)(g), Sch. 26; S.I. 2003/1397, art. {2(1)}, Sch.

The Competition Act 1998
9 (1) The Chapter I prohibition does not apply to an agreement for the constitution of a recognised supervisory or qualifying body to the extent to which it relates to—
(a) rules of, or guidance issued by, the body; and
(b) incidental matters connected with the rules or guidance.
(2) The Chapter I prohibition does not apply to an agreement the parties to which consist of or include—
(a) a recognised supervisory or qualifying body, or
(b) any person mentioned in paragraph 3(5) or (6) above,
to the extent to which the agreement consists of provisions the inclusion of which in the agreement is required or contemplated by the rules or guidance of that body.
(3) The Chapter I prohibition does not apply to the practices mentioned in paragraph 3(4)(a) and (b) above.
(4) Where a recognition order is revoked, sub-paragraphs (1) to (3) above are to continue to apply for a period of six months beginning with the day on which the revocation takes effect, as if the order were still in force.
(5) In this paragraph—
(a) “the Chapter I prohibition” means the prohibition imposed by section 2(1) of the Competition Act 1998,
(b) references to an agreement are to be read as applying equally to, or in relation to, a decision or concerted practice,
and expressions used in this paragraph which are also used in Part I of the Competition Act 1998 are to be interpreted in the same way as for the purposes of that Part of that Act.
(6) In the application of this paragraph to decisions and concerted practices, references to provisions of an agreement are to be read as references to elements of a decision or concerted practice.
Sch. 14 para. 9 and cross-heading substituted (1.3.2000) by 1998 c. 41, s. 3(1)(b), Sch. 2 Pt. II para. 2(2) (with s. 73); S.I. 2000/344, art. 2, Sch.
Sch. 14 para. 9 and cross-heading substituted (1.3.2000) by 1998 c. 41, s. 3(1)(b), Sch. 2 Pt. II para. 2(2) (with s. 73); S.I. 2000/344, art. 2, Sch.

Competition Act 1980 (c. 21)
10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 14 para. 10 repealed (1.3.2000) by S.I. 2000/311, art. 24(a)
Sch. 14 ceased to have effect (1.5.2004) by virtue of The Competition Act 1998 and Other Enactments (Amendment) Regulations 2004 (S.I. 2004/1261), reg. 5, Sch. 2 para. 2(2) (with reg. 6(2))

SCHEDULE 15 Charges on Property of Oversea Companies
Section 105.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 15 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2)

SCHEDULE 16 Amendments Consequential on Part IV
Section 107.

Land Charges Act 1972 (c. 61)
1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Companies Act 1985 (c. 6)
1A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Insolvency Act 1986 (c. 45)
3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Company Directors Disqualification Act 1986 (c. 46)
4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 16 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2)

SCHEDULE 17 Company Contracts, Seals, &c.: Further Provisions
Section 130(7).

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 17 repealed (6.4.2007 for specified purposes, 6.4.2008 for specified purposes, 1.10.2009 insofar as not already in force) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2006/3428, art. 7(c), Sch. 4 Pt. 1; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12); S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)

SCHEDULE 18 “Subsidiary” and related expressions: consequential amendments and savings
Section 144(4).

Coal Industry Nationalisation Act 1946 (c. 59)
1 In Schedule 2A to the Coal Industry Nationalisation Act 1946 (eligibility for superannuation benefits), in the definition of “subsidiary” in paragraph 5 of the Table, for “section 154 of the Companies Act 1948” substitute “section 736 of the Companies Act 1985”.

Electricity Act 1947 (c. 54)
2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 paras. 2, 11, 19, 26 repealed (22.7.2004) by Statute Law (Repeals) Act 2004 (c. 14), s. 1(1), {Sch. 1 Pt. 17 Group 5}

Landlord and Tenant Act 1954 (c. 56)
3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 para. 3 repealed (E.W.) (1.6.2004) by The Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 (S.I. 2003/3096), art. 28(2), Sch. 6

Transport Act 1962 (c. 46)
4 In the Transport Act 1946, in the definition of “subsidiary” in section 92(1) (interpretation) omit the words “(taking references in that section to a company as being references to a body corporate)”.

Harbours Act 1964 (c. 40)
5 In section 57(1) of the Harbours Act 1964 (interpretation), in the definition of “marine work” for “section 154 of the Companies Act 1948” substitute “ section 736 of the Companies Act 1985 ”.

General Rate Act 1967 (c. 9)
6 In section 32A of the General Rate Act 1967 (rateable premises of Transport Boards), in the definition of “subsidiary” in subsection (6) omit the words “(taking references in that section to a company as being references to a body corporate)”.

Transport Act 1968 (c. 73)
7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 para. 7 repealed (1.1.1996) by 1995 c. 23, s. 60(2), Sch. 8 Pt.I (with ss. 54, 55); S.I. 1995/2181, art.2

Post Office Act 1969 (c. 48)
8 In section 86 of the Post Office Act 1969 (interpretation), in subsection (2) for “736(5)(b)” substitute “ 736 ”.

Industry Act 1972 (c. 63)
9 In section 10 of the Industry Act 1972 (construction credits), in subsection (9) for “for the purposes of the Companies Act 1985 by section 736 of that Act” substitute “ by section 736 of the Companies Act 1985 ”.

Coal Industry Act 1973 (c. 8)
10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 para. 10 repealed (27.3.2004) by 1994 c. 21, ss. 67, 68(3)(b)(c), Sch. 11 Pt. IV (with ss. 40(7), 66); S.I. 2004/144, art. 3

Industry Act 1975 (c. 68)
11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 paras. 2, 11, 19, 26 repealed (22.7.2004) by Statute Law (Repeals) Act 2004 (c. 14), s. 1(1), {Sch. 1 Pt. 17 Group 5}

Scottish Development Agency Act 1975 (c. 69)
12 In section 25(1) of the Scottish Development Agency Act 1975 (interpretation), in the definition of “wholly-owned subsidiary” for “section 736(5)(b)” substitute “ section 736 ”.
Sch. 18 para. 12 repealed (1.4.1991) by Enterprise and New Towns (Scotland) Act 1990 (c. 35, SIF 64), s. 38(2), Sch. 5 Part I

Welsh Development Agency Act 1975 (c. 70)
13 In section 27(1) of the Welsh Development Agency Act 1975 (interpretation), in the definition of “wholly-owned subsidiary” for “section 736(5)(b)” substitute “ section 736 ”.

Restrictive Trade Practices Act 1976 (c. 41)
14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 para. 14 repealed (1.3.2000) by S.I. 2000/311, art. 24(b)

Industrial Common Ownership Act 1976 (c. 78)
15 In section 2(5) of the Industrial Common Ownership Act 1976 (common ownership and co-operative enterprises) for “for the purposes of the Companies Act 1985” substitute “ as defined by section 736 of the Companies Act 1985 or for the purposes of ”.

Aircraft and Shipbuilding Industries Act 1977 (c. 3)
16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 para. 16 omitted (26.5.2015) by virtue of Deregulation Act 2015 (c. 20), s. 115(3)(r), Sch. 23 para. 9(3)

Nuclear Industry (Finance) Act 1977 (c. 7)
17 In section 3 of the Nuclear Industry (Finance) Act 1977 (expenditure on acquisition of shares in National Nuclear Corporation Ltd and subsidiaries), after “within the meaning of” insert “ section 736 of ”.

Coal Industry Act 1977 (c. 39)
18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 para. 18 repealed (27.3.2004) by 1994 c. 21, ss. 67, 68, Sch. 11 Pt.III (with ss. 40(7), 66); S.I. 2004/144, art. 2, Sch.

Shipbuilding (Redundancy Payments) Act 1978 (c. 11)
19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 paras. 2, 11, 19, 26 repealed (22.7.2004) by Statute Law (Repeals) Act 2004 (c. 14), s. 1(1), {Sch. 1 Pt. 17 Group 5}

Capital Gains Tax Act 1979 (c. 14)
20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 para. 20 repealed (6.3.1992 with effect as mentioned in s. 289(1)(2) of the repealing Act) by Taxation of Chargeable Gains Act 1992 (c. 12), ss. 289, 290, Sch.12 (with s. 201(3), Sch. 11 paras. 20, 22, 26(2), 27)

Crown Agents Act 1979 (c. 43)
21 In section 31(1) of the Crown Agents Act 1979 (interpretation), in the definition of “wholly-owned subsidiary” for “section 736(5)(b)” substitute “ section 736(2) ”.

Competition Act 1980 (c. 21)
22 In sections 11(3)(f) and 12 of the Competition Act 1980 (references relating to public bodies, &c.), after “within the meaning of” insert “ section 736 of ”.

British Aerospace Act 1980 (c. 26)
23 In section 14(1) of the British Aerospace Act 1980 (interpretation)—
(a) in the definition of “subsidiary” for “the same meaning as in the Companies Act 1948”, and
(b) in the definition of “wholly-owned subsidiary” for “the same meaning as it has for the purposes of section 150 of the Companies Act 1948”,
substitute “ the meaning given by section 736 of the Companies Act 1985 ”.

Local Government, Planning and Land Act 1980 (c. 65)
24 In sections 100(1), 141(7) and 170(1)(d) and (2) of the Local Government, Planning and Land Act 1980 (which refer to wholly-owned subsidiaries) for “within the meaning of section 736(5)(b)” substitute “ as defined by section 736 ”.

British Telecommunications Act 1981 (c. 38)
25 In section 85 of the British Telecommunications Act 1981 (interpretation), for subsection (2) substitute—

“(2) Any reference in this Act to a subsidiary or wholly-owned subsidiary shall be construed in accordance with section 736 of the Companies Act 1985.”

.

Transport Act 1981 (c. 56)
26 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 paras. 2, 11, 19, 26 repealed (22.7.2004) by Statute Law (Repeals) Act 2004 (c. 14), s. 1(1), {Sch. 1 Pt. 17 Group 5}

Value Added Tax Act 1983 (c. 55)
27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 para. 27 repealed (1.9.1994) by 1994 c. 23, ss. 100(2), 101(1), Sch.15 (with Sch. 13 para. 2)

Telecommunications Act 1984 (c. 12)
28 In section 73(1) of the Telecommunications Act 1984 (interpretation of Part V), for “the same meaning as in” substitute “the meaning given by section 736 of”.
Sch. 18 para. 28 repealed (25.7.2003 for specified purposes, 29.12.2003 for further specified purposes) by Communications Act 2003 (c. 21), ss. 406(7), 408, 411, Sch. 19(1) (with transitional provisions in Sch. 18); S.I. 2003/1900, art. 1(2), 2(1), 3(1), Sch. 1 (with art. 3(2) (as amended (8.12.2003) by S.I. 2003/3142, art. 1(3))); S.I. 2003/3142, art. 3(2) (with art. 11)

London Regional Transport Act 1984 (c. 32)
29 In section 68 of the London Regional Transport Act 1984 (interpretation), for the definition of “subsidiary” substitute—

““subsidiary” (subject to section 62 of this Act) has the meaning given by section 736 of the Companies Act 1985;”

.

Inheritance Tax Act 1984 (c. 51)
30 (1) The Inheritance Tax Act 1984 is amended as follows.
(2) In section 13 (dispositions by close companies for benefit of employees), in the definition of “subsidiary” in subsection (5) for “the same meaning as in” substitute “ the meaning given by section 736 of ”.
(3) In section 103 (introductory provisions relating to relief for business property), in subsection (2) for “the same meanings as in” substitute “ the meanings given by section 736 of ”.
(4) In section 234 (interest on instalments) in subsection (3) for “within the meaning of” substitute “ as defined in section 736 of ”.

Ordnance Factories and Military Services Act 1984 (c. 59)
31 In section 14 of the Ordnance Factories and Military Services Act 1984 (interpretation), for the definitions of “subsidiary” and “wholly-owned subsidiary” substitute—

““subsidiary” and “wholly-owned subsidiary” have the meanings given by section 736 of the Companies Act 1985.”

.

Companies Act 1985 (c. 6)
32 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 paras. 32-38 repealed (1.10.2007 for the repeal of Sch. 18 paras. 34-36, 1.10.2009 in so far as not already in force) by Companies Act 2006 (c. 46) ss. 1295, s. 1300(2), Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 3 para. 48 ( and as amended by S.I. 2007/2607, arts. 1, 4 and S.I. 2007/3495, arts. 2(6), 11, Sch. 5 para. 2(3)-(7)) and subject to Sch.1) ); S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)
33 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transport Act 1985 (c. 67)
39 In section 137(1) of the Transport Act 1985 (interpretation), in the definition of “subsidiary” for the words from “as defined” to the end substitute “ within the meaning of section 736 of the Companies Act 1985 as originally enacted (and not as substituted by section 144(1) of the Companies Act 1989); ”.

Housing Act 1985 (c. 68)
40 In section 622 of the Housing Act 1985 (minor definitions: general), in the definition of “subsidiary” for “the same meaning as in” substitute “ the meaning given by section 736 of ”.

Housing Associations Act 1985 (c. 69)
41 In section 101 of the Housing Associations Act 1985 (minor definitions: Part II), in the definition of “subsidiary” for “the same meaning as in” substitute “ the meaning given by section 736 of ”.

Atomic Energy Authority Act 1986 (c. 3)
42 In section 9 of the Atomic Energy Authority Act 1986 (interpretation), in the definition of “subsidiary” and “wholly-owned subsidiary” for “have the same meaning as in” substitute “ have the meaning given by section 736 of ”.

Airports Act 1986 (c. 31)
43 In section 82 of the Airports Act 1986 (general interpretation), in the definition of “subsidiary” for “has the same meaning as in” substitute “ has the meaning given by section 736 of ”.

Gas Act 1986 (c. 44)
44 In the Gas Act 1986—
(a) in section 48(1) (interpretation of Part I), in the definitions of “holding company” and “subsidiary”, and
(b) in section 61(1) (interpretation of Part II), in the definition of “subsidiary”,
for “has the same meaning as in” substitute “ has the meaning given by section 736 of ”.

Building Societies Act 1986 (c. 53)
45 In section 119 of the Building Societies Act 1986 (interpretation), in the definition of “subsidiary” for “has the same meaning as in” substitute “ has the meaning given by section 736 of ”.

Income and Corporation Taxes Act 1988 (c. 1)
46 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 18 para. 46 repealed (6.4.2003 with effect as mentioned in s. 723(1)(a)(b) of the amending Act (subject to Sch. 7)) by Income Tax (Earnings and Pensions) Act 2003 (c. 1), ss. 723(1), 724, Sch. 8 Pt. 1

British Steel Act 1988 (c. 35)
47 In section 15(1) of the British Steel Act 1988 (interpretation), in the definition of “subsidiary” for “has the same meaning as in” substitute “ has the meaning given by section 736 of ”.

SCHEDULE 19 Minor amendments of the Companies Act 1985
Section 145.

Correction of cross-reference
1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 19 paras. 1-9 repealed (1.10.2007 for the repeal of Sch. 19 paras. 8, 9, 1.10.2009 in so far as not already in force) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 3 para. 48); S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)

Particulars to be given of directors and secretaries
2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transactions with directors not requiring authorisation
8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Time limit for holding extraordinary general meeting convened on members’ requisition
9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Removal of restriction on transfer of shares
10 (1) In section 456(3) of the Companies Act 1985 (removal of restrictions by order of court), in paragraph (b) (order where shares to be sold)—
(a) for “sold” substitute “ transferred for valuable consideration ”, and
(b) for “sale” substitute “ transfer ”.
(2) In section 454(2) and (3) (which refer to section 456(3)(b)) for “sell” and “sale” substitute “ transfer ”.

Protection of company’s members against unfair prejudice
11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 19 paras. 11-16 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)

Requirements for registration by joint stock companies
12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Delivery of documents by oversea companies
13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Companies’ registered numbers
14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exemptions from limit of 20 on members of partnership
15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Meaning of “officer who is in default”
17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 19 para. 17 repealed (1.10.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/2194. {art. 8}, Sch. 2 Pt. 1 (with art. 12, Sch. 3 (as amended by S.I. 2007/2607, arts. 1, 4 and S.I. 2007/3495, arts. 2(6), 11, Sch. 5 para. 2(3)-(7)) and subject to Sch. 1)

Offences committed by partnerships and other unincorporated bodies
18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 19 para. 18 repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8, Sch. 2 Pt. 1 (with arts. 7, 12)

Meaning of “office copy” in Scotland
19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 19 paras. 19-21 repealed (1.10.2009) by Companies Act 2006 (c. 46), s. 1300(2), Sch. 16; S.I. 2008/2860, art. 4, Sch. 1 Pt. 1 (with arts. 7, 8, Sch. 2) (which transitional provisions in Sch. 2 are amended (1.10.2009) by S.I. 2009/2476, arts. 1(3), 2(3)(4) and by S.I. 2009/1802, arts. 1, 18, Sch.)

Index of defined expressions
20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fraudulent trading by unregistered companies
21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 20 Amendments about mergers and related matters
section 153.

Fair Trading Act 1973 (c. 41)
1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 paras. 1, 20 repealed (22.7.2004) by Statute Law (Repeals) Act 2004 (c. 14), s. 1(1), {Sch. 1 Pt. 17 Group 5}
2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 2 repealed (25.7.2003 for specified purposes, 29.12.2003 for further specified purposes) by Communications Act 2003 (c. 21), ss. 406(7), 411, Sch. 19(1),(with transitional provisions in Sch. 18); S.I. 2003/1900, art. 1(2), 2(1), 3(1), Sch. 1 (with art. 3(2) (as amended (8.12.2003) by S.I. 2003/3142, art. 1(3))); S.I. 2003/3142, art. 3(2) (with art. 11) and Sch. 20 para. 2(2) expressed to be repealed (22.7.2004) by Statute Law (Repeals) Act 2004 (c. 14), s. 1(1), {Sch. 1 Pt. 17 Group 5}
3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 3 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)
4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 4 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)
5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 5 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)
6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 6 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)
7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 7 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)
8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 8 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)
9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 9 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)
10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 10 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)
11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 11 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)
12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 12 repealed (29.12.2003) by The Enterprise Act 2002 and Media Mergers (Consequential Amendments) Order 2003 (S.I. 2003/3180), art. 2, Sch. para. 4(2) (with art. 3)
13 (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 13(1) repealed (29.12.2003) by The Enterprise Act 2002 and Media Mergers (Consequential Amendments) Order 2003 (S.I. 2003/3180), art. 2, Sch. para. 4(2) (with art. 3)
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 13(2) repealed (22.7.2004) by Statute Law (Repeals) Act 2004 (c. 14), s. 1(1), {Sch. 1 Pt. 17 Group 5}
14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 14 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)
15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 15 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)
16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 16 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)
17 In section 132(1) of that Act, after “85(6)” there is inserted “ section 93B ”.
18 (1) In Schedule 3 to that Act, in paragraph 16(2) for “75” there is substituted “ “73 ”.
(2) This paragraph does not apply in relation to any report made before the passing of this Act.
19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 19 repealed (20.6.2003 for certain purposes and otherwise 29.12.2004) by 2002 c. 40, ss. 278, 279, Sch. 26; S.I. 2003/1397, arts. {2(1)}, 3(1), Sch.; S.I. 2004/3233, art. 2, Sch. (with arts. 3-5)
20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 paras. 1, 20 repealed (22.7.2004) by Statute Law (Repeals) Act 2004 (c. 14), s. 1(1), {Sch. 1 Pt. 17 Group 5}

Competition Act 1980 (c. 21)
21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 paras. 21-24 repealed (1.3.2000) by 1998 c. 41, s. 74(1)(3), Sch. 12 para. 13, Sch. 14 Pt.I; S.I. 2000/344, art. 2, Sch.
22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 paras. 21-24 repealed (1.3.2000) by 1998 c. 41, s. 74(1)(3), Sch. 12 para. 13, Sch. 14 Pt.I; S.I. 2000/344, art. 2, Sch.
23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 paras. 21-24 repealed (1.3.2000) by 1998 c. 41, s. 74(1)(3), Sch. 12 para. 13, Sch. 14 Pt.I; S.I. 2000/344, art. 2, Sch.
24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 paras. 21-24 repealed (1.3.2000) by 1998 c. 41, s. 74(1)(3), Sch. 12 para. 13, Sch. 14 Pt.I; S.I. 2000/344, art. 2, Sch.

Telecommunications Act 1984 (c. 12)
25 (1) In section 13(9) of the Telecommunications Act 1984, after “Commission)” there is inserted “ together with section 24 of the Competition Act 1980 (modification of provisions about performance of Commission’s functions) ”.
(2) The Monopolies and Mergers Commission (Performance of Functions) Order 1989 shall have effect as if sub-paragraph (1) above had come into force immediately before the making of the Order.

Financial Services Act 1986 (c. 60)
26 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sch. 20 para. 26 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(o)
SCHEDULE 21

Part I U.K. investment exchanges

Default Rules

1
(1) The exchange must have default rules which, in the event of a member of the exchange appearing to be unable to meet his obligations in respect of one or more market contracts, enable action to be taken in respect of unsettled market contracts to which he is a party.
(2) The rules may authorise the taking of the same or similar action in relation to a member who appears to be likely to become unable to meet his obligations in respect of one or more market contracts.
(3) The rules must enable action to be taken in respect of all unsettled market contracts, other than those entered into by a recognised clearing house for the purposes of or in connection with the provision of clearing services for the exchange.
(4) As regards contracts falling within section 155(2)(b) above, the rules must contain provision corresponding to that required by paragraphs 9 to 11 below in the case of a UK clearing house.
Words in Sch. 21 para. 1(4)(5) replaced (11.8.1998) by S.I. 1998/1748, reg. 5(1)(2)
(5) As regards contracts falling within section 155(2)(a) above the rules must contain provision complying with paragraphs 2 and 3 below.
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

Content of rules

2
(1) The rules must provide for all rights and liabilities between those party as principal to unsettled market contracts to which the defaulter is party as principal to be discharged and for there to be paid by one party to the other such sum of money (if any) as may be determined in accordance with the rules.
(2) The rules must further provide—
(a) for the sums so payable in respect of different contracts between the same parties to be aggregated or set off so as to produce a net sum, and
(b) for the certification by or on behalf of the exchange of the net sum payable or, as the case may be, of the fact that no sum is payable.
(3) The rules may make special provision with respect to, or exclude from the provisions required by sub-paragraphs (1) and (2), contracts of any description prescribed for the purposes of this sub-paragraph by regulations made by the Secretary of State.
(4) The reference in sub-paragraph (1) to rights and liabilities between those party as principal to unsettled market contracts does not include rights and liabilities—
(a) in respect of margin; or
(b) arising out of a failure to perform a market contract.
Schedule 21, para. 2(4) added by S.I. 1991/880, reg. 17
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

Notification to other parties affected

3
The exchange must have adequate arrangements for securing that—
(a) parties to unsettled market contracts with a defaulter acting as principal are notified as soon as reasonably practicable of the default and of any decision taken under the rules in relation to contracts to which they are a party; and
(b) parties to unsettled market contracts with a defaulter acting as agent and the defaulter’s principals are notified as soon as reasonably practicable of the default and of the identity of the other party to the contract.
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

Application of default rules to designated non-members

4
(1) The rules may make the same or similar provision in relation to designated non-members as in relation to members of the exchange.
(2) If such provision is made, the exchange must have adequate procedures—
(a) for designating the persons, or descriptions of person, in respect of whom action may be taken,
(b) for keeping under review the question which persons or descriptions of person should be or remain so designated, and
(c) for withdrawing such designation.
(3) The procedures shall be designed to secure that a person is not or does not remain designated if failure by him to meet his obligations in respect of one or more market contracts would be unlikely adversely to affect the operation of the market, and that a description of persons is not or does not remain designated if failure by a person of that description to meet his obligations in respect of one or more market contracts would be unlikely adversely to affect the operation of the market.
(4) The exchange must have adequate arrangements—
(a) for bringing a designation or withdrawal of designation to the attention of the person or description of persons concerned, and
(b) where a description of persons is designated, or the designation of a description of persons is withdrawn, for ascertaining which persons fall within that description.
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

Delegation of functions in connection with default procedures

5
The rules may make provision for the whole or part of the functions mentioned in paragraphs 1 to 4 to be performed by another body or person on behalf of the exchange.
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

Co-operation with other authorities

6
The exchange must be able and willing to co-operate, by the sharing of information and otherwise, with the Secretary of State, any relevant office-holder and any other authority or body having responsibility for any matter arising out of, or connected with, the default of a member of the exchange or any designated non-member.
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

Margin

7
Where the exchange provides clearing services, paragraph 14 below applies in respect of any margined transactions effected by or on behalf of the exchange as it applies in relation to a clearing house.
Sch. 21 para. 7 substituted (11.8.1998) by S.I. 1998/1748, reg.6
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

Part II U.K. clearing houses

Default rules

8
(1) The clearing house must have default rules which, in the event of a member of the clearing house appearing to be unable to meet his obligations in respect of one or more market contracts, enable action to be taken to close out his position in relation to all unsettled market contracts to which he is a party.
(2) The rules may authorise the taking of the same or similar action where a member appears to be likely to become unable to meet his obligations in respect of one or more market contracts.
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

Content of rules

9
(1) The rules must provide for all rights and liabilities of the defaulter under or in respect of unsettled market contracts to be discharged and for there to be paid by or to the defaulter such sum of money (if any) as may be determined in accordance with the rules.
(2) The rules must further provide—
(a) for the sums so payable by or to the defaulter in respect of different contracts to be aggregated or set off so as to produce a net sum;
(b) for that sum—
(i) if payable by the defaulter to the clearing house, to be set off against any property provided by or on behalf of the defaulter as cover for margin (or the proceeds of realisation of such property) so as to produce a further net sum, and
(ii) if payable by the clearing house to the defaulter to be aggregated with any property provided by or on behalf of the defaulter as cover for margin (or the proceeds of realisation of such property); and
(c) for the certification by or on behalf of the clearing house of the sum finally payable or, as the case may be, of the fact that no sum is payable.
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

10
(1) The reference in paragraph 9 to the rights and liabilities of a defaulter under or in respect of an unsettled market contract includes (without prejudice to the generality of that provision) rights and liabilities arising in consequence of action taken under provisions of the rules authorising—
(a) the effecting by the clearing house of corresponding contracts in relation to unsettled market contracts to which the defaulter is a party;
(b) the transfer of the defaulter’s position under an unsettled market contract to another member of the clearing house;
(c) the exercise by the clearing house of any option granted by an unsettled market contract.
(2) A “corresponding contract” means a contract on the same terms (except as to price or premium) as the market contract, but under which the person who is the buyer under the market contract agrees to sell and the person who is the seller under the market contract agrees to buy.
This sub-paragraph applies with any necessary modifications in relation to a market contract which is not an agreement to sell.
(3) The reference in paragraph 9 to the rights and liabilities of a defaulter under or in respect of an unsettled market contract does not include, where he acts as agent, rights or liabilities of his arising out of the relationship of principal and agent.
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

Notification to other parties affected

11
The clearing house must have adequate arrangements for securing that parties to unsettled market contracts with a defaulter are notified as soon as reasonably practicable of the default and of any decision taken under the rules in relation to contracts to which they are a party.
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

Delegation of functions in connection with default procedures

12
The rules may make provision for the whole or part of the functions mentioned in paragraphs 8 to 11 to be performed by another body or person on behalf of the clearing house.
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

Co-operation with other authorities

13
The clearing house must be able and willing to co-operate, by the sharing of information and otherwise, with the Secretary of State, any relevant office-holder and any other authority or body having responsibility for any matter arising out of, or connected with, the default of a member of the clearing house.
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

Margin

14
(1) The rules of the clearing house must provide that, in the event of a default, margin provided by the defaulter for his own account is not to be applied to meet a shortfall on a client account.
(2) This is without prejudice to the requirements of any relevant regulations under section 55 of the Financial Services Act 1986 (clients’ money).
1986 c. 60.
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.

Part III Overseas investment exchanges and clearing houses

15
(1) The rules and practices of the body, together with the law of the country in which the body’s head office is situated, must be such as to provide adequate procedures for dealing with the default of persons party to market contracts connected with the body.
(2) The reference in sub-paragraph (1) to default is to a person being unable to meet his obligations.
Sch. 21 wholly in force at 25.4.1991; Sch. 21 in force on 25.3.1991 insofar as is necessary to enable regulations to be made under para. 2(3) and wholly in force at 25.4.1991 see s. 215(2) and S.I. 1991/488, art. 2(2), 1991/878, art. 2, Sch.
Sch. 21 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(p)
SCHEDULE 22

Introductory

1
The provisions of this Schedule have effect for the purpose of safeguarding the operation of certain financial markets—
(a) in the event of the insolvency, winding up or default of a person party to transactions in the market (paragraphs 2 to 8), and
(b) as regards the effectiveness or enforcement of certain charges given to secure obligations in connection with such transactions (paragraphs 9 to 12).
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

Recognised investment exchanges and clearing houses

2
(1) This Schedule applies to the following descriptions of contract connected with a recognised investment exchange or recognised clearing house.
The contracts are referred to in this Schedule as “market contracts”.
(2) In relation to a recognised investment exchange, this Schedule applies to—
(a) contracts entered into by a member or designated non-member of the exchange which are—
(i) made on or otherwise subject to the rules of the exchange,
(ii) on terms expressed to be as traded on the exchange, or
(iii) on the same terms as those on which an equivalent contract would be made on the exchange; and
(b) contracts subject to the rules of the exchange entered into by the exchange for the purposes of or in connection with the provision of clearing services.
A “designated non-member” means a person in respect of whom action may be taken under the default rules of the exchange but who is not a member of the exchange.
(3) In relation to a recognised clearing house, this Schedule applies to contracts subject to the rules of the clearing house entered into by the clearing house for the purposes of or in connection with the provision of clearing services for a recognised investment exchange.
This includes contracts effected under or in consequence of action taken by the clearing house under its default rules.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

3
The general law of insolvency has effect in relation to market contracts, and action taken under the rules of a recognised investment exchange or recognised clearing house with respect to such contracts, subject to the following provisions of this Schedule.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

4
(1) None of the following shall be regarded as to any extent invalid at law on the ground of inconsistency with the law relating to the distribution of the assets of a person on bankruptcy, winding up or sequestration, or in the administration of an insolvent estate—
(a) a market contract,
(b) the rules of a recognised investment exchange or recognised clearing house as to the settlement of market contracts,
(c) the default rules of a recognised investment exchange or recognised clearing house.
(2) The powers of a relevant office-holder in his capacity as such, and the powers of the court under the Insolvency Act 1986 or the Bankruptcy (Scotland) Act 1985, shall not be exercised in such a way as to prevent or interfere with—
(a) the settlement of a market contract in accordance with the rules of a recognised investment exchange or recognised clearing house,
(b) any action taken under the default rules of such an exchange or clearing house.
1986 c. 45.
1985 c. 66.
(3) Nothing in the following provisions of this Schedule shall be construed as affecting the generality of sub-paragraph (2).
(4) A debt or other liability arising out of a market contract which is the subject of default proceedings may not be proved in a winding up or bankruptcy, or in Scotland claimed in a winding up or sequestration, until the completion of the default proceedings.
A debt or other liability which by virtue of this sub-paragraph may not be proved or claimed shall not be taken into account for the purposes of any set-off until the completion of the default proceedings.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

5
(1) A liquidator or trustee of a defaulter shall not—
(a) declare or pay any dividend to the creditors, or
(b) return any capital to contributories,
unless he has retained what he reasonably considers to be an adequate reserve in respect of any claims arising as a result of the default proceedings of the exchange or clearing house concerned.
(2) Nothing in section 11(3), 130 or 285 of the Insolvency Act 1986 (which restrict the taking of certain legal proceedings and other steps), and nothing in the Bankruptcy (Scotland) Act 1985, shall affect any action taken by an exchange or clearing house for the purpose of its default proceedings.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

6
(1) The following provisions apply with respect to the net sum certified by a recognised investment exchange or recognised clearing house, upon the completion of proceedings under its default rules, to be payable by or to a defaulter.
(2) If, in England and Wales, a bankruptcy or winding up order has been made, or a resolution for voluntary winding up has been passed, the debt—
(a) is provable in the bankruptcy or winding up or, as the case may be, is payable to the relevant office-holder, and
(b) shall be taken into account, where appropriate, under section 323 of the Insolvency Act 1986 (mutual dealings and set-off) or the corresponding provision applicable in the case of a winding up,
in the same way as a debt due before the commencement of the bankruptcy or winding up.
(3) If, in Scotland, an award of sequestration or a winding-up order has been made, or a resolution for voluntary winding up has been passed, the debt—
(a) may be claimed in the sequestration or winding up or, as the case may be, is payable to the relevant office-holder, and
(b) shall be taken into account for the purposes of any rule of law relating to compensation or set-off applicable in sequestration or winding up,
in the same way as a debt due before the date of sequestration (within the meaning of section 73(1) of the Bankruptcy (Scotland) Act 1985) or the commencement of the winding up.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

7
(1) Sections 178, 186, 315 and 345 of the Insolvency Act 1986 (power to disclaim onerous property and court’s power to order rescission of contracts, &c.) do not apply in relation to—
(a) a market contract, or
(b) a contract effected by the exchange or clearing house for the purpose of realising property provided as margin in relation to market contracts.
In the application of this sub-paragraph in Scotland, the reference to sections 178 and 315 shall be construed as a reference to any rule of law having the like effect as those sections.
(2) Sections 127 and 284 of the Insolvency Act 1986 (avoidance of property dispositions effected after commencement of winding up or presentation of bankruptcy petition) do not apply to—
(a) a market contract, or any disposition of property in pursuance of such a contract,
(b) the provision of margin in relation to market contracts,
(c) a contract effected by the exchange or clearing house for the purpose of realising property provided as margin in relation to a market contract, or any disposition of property in pursuance of such a contract, or
(d) any disposition of property in accordance with the rules of the exchange or clearing house as to the application of property provided as margin.
1986 c. 45.
(3) However, if a person enters into a market contract knowing that a petition has been presented for the winding up or bankruptcy of the other party to the contract, the value of any profit or benefit to him arising from the contract is recoverable from him by the relevant office-holder unless the court directs otherwise.
(4) Any sum recoverable by virtue of sub-paragraph (3) has the same priority, in the event of the insolvency of the person from whom it is due, as if it were secured by a fixed charge.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

8
(1) No order shall be made in relation to a market contract under—
(a) section 238 or 339 of the Insolvency Act 1986 (transactions at an under-value),
(b) section 239 or 340 of that Act (preferences), or
(c) section 423 of that Act (transactions defrauding creditors),
unless the court is satisfied that the person in favour of whom the contract was made knew at the time he entered into it that it was at an under-value (within the meaning of the relevant provision) or, as the case may be, that a preference was being given.
(2) As respects Scotland, no decree shall be granted in relation to a market contract—
(a) under section 34 or 36 of the Bankruptcy (Scotland) Act 1985 or section 242 or 243 of the Insolvency Act 1986 (gratuitous alienations and unfair preferences), or
1985 c.66.
(b) at common law,
unless the court is satisfied that the person with whom the contract was made knew at the time he entered into it that it was challengeable under any of the provisions mentioned in paragraph (a) or at common law.
(3) Sub-paragraphs (1) and (2) apply in relation to—
(a) a disposition of property in pursuance of a market contract,
(b) the provision of margin in relation to market contracts,
(c) a contract effected by a recognised investment exchange or recognised clearing house for the purpose of realising property provided as margin, or
(d) a disposition of property in accordance with the rules of the exchange or clearing house as to the application of property provided as margin,
as they apply in relation to the making of a market contract.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

Market charges

9
(1) The charges to which paragraphs 10 to 12 apply are charges, whether fixed or floating, granted—
(a) in favour of a recognised investment exchange, for the purpose of securing debts or liabilities arising in connection with the settlement of market contracts,
(b) in favour of a recognised clearing house, for the purpose of securing debts or liabilities arising in connection with their ensuring the performance of market contracts, or
(c) in favour of a person who agrees to make payments as a result of the transfer of specified securities made through the medium of a computer-based system established by the Bank of England and The Stock Exchange, for the purpose of securing debts or liabilities of the transferee arising in connection with the payments.
Those charges are referred to in this Schedule as “market charges”.
(2) Where a charge is granted partly for purposes specified in sub-paragraph (1)(a), (b) or (c) and partly for other purposes, paragraphs 10 to 12 apply to it so far as it has effect for the specified purposes; and the expression “market charge” shall be construed accordingly.
(3) In this paragraph and paragraphs 10 to 12—
“charge” means any form of security, including a mortgage and, in Scotland, a heritable security; and
“specified securities” means securities for the time being specified in the list in Schedule 1 to the Stock Transfer Act 1982, and includes any right to such securities.
1982 c. 41.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

10
The general law of insolvency has effect in relation to market charges and action taken in enforcing them subject to the following provisions of this Schedule.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

11
(1) Sections 10(1)(b) and 11(3)(c) of the Insolvency Act 1986 (no enforcement of security while petition for administration order pending or order in force) do not apply to a market charge.
1986 c. 45.
(2) Section 11(2) of that Act (receiver to vacate office when so required by administrator) does not apply to a receiver appointed under a market charge.
(3) Section 15(1) and (2) of that Act (administrator’s power to deal with charged property) do not apply to a market charge.
(4) Sections 127 and 284 of that Act (avoidance of property dispositions effected after commencement of winding up or presentation of bankruptcy petition) do not apply to—
(a) a disposition of property as a result of which the property becomes subject to a market charge, or any transaction pursuant to which that disposition is made, or
(b) any disposition of property made in enforcing a market charge.
(5) However, if a person (other than the chargee under the market charge) who is a party to a disposition mentioned in sub-paragraph (4)(a) knows at the time of the disposition that a petition has been presented for the winding up or bankruptcy of the party making the disposition, the value of any profit or benefit to him arising from the disposition is recoverable from him by the relevant office-holder unless the court directs otherwise.
(6) Any sum recoverable by virtue of sub-paragraph (5) has the same priority, in the event of the insolvency of the person from whom it is due, as if it were secured by a fixed charge.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

12
(1) No legal proceedings, execution or other legal process may be commenced or continued, and no distress may be levied against property which is, or becomes, subject to a market charge except with the consent of the person in whose favour the charge was granted or the leave of the court.
(2) The court may give leave subject to such terms as it thinks fit.
(3) Sub-paragraph (1) does not apply to proceedings to enforce any security over, or any equitable interest in, the property.
(4) Sections 10(1)(c), 11(3)(d), 130(3) and 285(3) of the Insolvency Act 1986 (which restrict the taking of certain legal proceedings and other steps) have effect accordingly.
1986 c. 45.
(5) In the application of this paragraph to Scotland, the reference to execution being commenced or continued includes a reference to diligence being carried out or continued, and the reference to distress being levied shall be omitted.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

Supplementary provisions

13
(1) In this Schedule “default rules” means—
(a) in relation to a recognised investment exchange, rules which provide in the event of a member or designated non-member of the exchange appearing to be unable, or likely to become unable, to meet his obligations in respect of one or more market contracts, for the settlement forthwith of all unsettled market contracts to which he is a party as principal, other than those whose performance is ensured by a recognised clearing house;
(b) in relation to a recognised clearing house, rules which provide in the event of a member of the clearing house appearing to be unable, or likely to become unable, to meet his obligations in respect of any market contract, for the closing out of his position in relation to all market contracts to which he is a party.
(2) References in this Schedule to a “defaulter” are to a person in respect of whom action has been taken by a recognised investment exchange or recognised clearing house under its default rules, whether by declaring him to be a defaulter or otherwise; and references in this Schedule to “default” shall be construed accordingly.
(3) In this Schedule “default proceedings” means proceedings taken by a recognised investment exchange or recognised clearing house under its default rules.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

14
(1) The following are relevant office-holders for the purposes of this Schedule—
(a) the official receiver,
(b) any person acting in relation to a company as its liquidator, provisional liquidator, administrator or administrative receiver,
(c) any person acting in relation to an individual (or, in Scotland, a deceased debtor) as his trustee in bankruptcy or interim receiver of his property or as permanent or interim trustee in the sequestration of his estate,
(d) any person acting as administrator (or, in Scotland, as judicial factor) of an insolvent estate of a deceased person.
(2) Sub-paragraph (1)(c) applies in relation to a partnership, and any debtor within the meaning of the Bankruptcy (Scotland) Act 1985, as it applies in relation to an individual.
1985 c. 66.
(3) In this paragraph—
“administrative receiver” has the meaning given by section 251 of the Insolvency Act 1986;
“company” means a company within the meaning of section 735(1) of the Companies Act 1985 or a company which may be wound up under Part V of the Insolvency Act 1986.
“interim trustee” and “permanent trustee” have the same meaning as in the Bankruptcy (Scotland) Act 1985.
1985 c. 6.
1986 c. 45
1985 c.66.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.

15
(1) In this Schedule—
“clearing house” has the same meaning as in the Financial Services Act 1986;
“investment” and “investment exchange” have the same meaning as in the Financial Services Act 1986;
“recognised” means recognised under the Financial Services Act 1986;
“The Stock Exchange” means The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited.
1986 c. 60.
(2) References in this Schedule to ensuring the performance of a transaction have the same meaning as in the Financial Services Act 1986.
(3) References in this Schedule to a market contract to which a person is a party include, unless the contrary intention appears, contracts to which he is party as agent.
Sch. 22 wholly in force at 25.4.1991 see s. 215 and S.I. 1991/878, art. 2, Sch.
Sch. 22 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(q)
SCHEDULE 23

Part I General Amendments

1
(1) Section 13 of the Financial Services Act 1986 (power to direct alteration of rules of recognised self-regulating organisation) is amended as follows.
(2) Omit subsection (1).
(3) For subsection (2) substitute—

“(2) If at any time it appears to the Secretary of State that—
(a) a recognised self-regulating organisation is concerned with two or more kinds of investment business, and
(b) the requirement in paragraph 3(1) of Schedule 2 to this Act is not satisfied in respect of investment business of one or more but not all of those kinds,
he may, instead of revoking the recognition order or making an application under section 12 above, direct the organisation to alter, or himself alter, its rules so that they preclude a member from carrying on investment business of a kind in respect of which that requirement is not satisfied, unless he is an authorised person otherwise than by virtue of membership of the organisation or is an exempted person in respect of that business.”

.
(4) For subsection (3) substitute—

“(3) A direction under this section is enforceable on the application of the Secretary of State by injunction or, in Scotland, by an order under section 45 of the Court of Session Act 1988.”

.
(5) Omit subsections (4) to (6).
Sch. 23 para. 1 restricted by S.I. 1990/354, art. 6(2)(b)

2
(1) Section 48 of the Financial Services Act 1986 (conduct of business rules) is amended as follows.
(2) In subsection (1) omit the words “members of a recognised self-regulating organisation or” and “organisation or”.
(3) After subsection (10) insert—

“(11) Section 63A below (application of designated rules) has effect as regards the application of rules under this section to members of recognised self-regulating organisations in respect of investment business in the carrying on of which they are subject to the rules of the organisation.”

.

3
(1) Section 49 of the Financial Services Act 1986 (financial resources rules) is amended as follows.
1986 c. 60.
(2) For subsection (1) substitute—

“(1) The Secretary of State may make rules requiring—
(a) a person authorised to carry on investment business by virtue of section 25 or 31 above, or
(b) a member of a recognised self-regulating organisation carrying on investment business in the carrying on of which he is subject to the rules of the organisation,
to have and maintain in respect of that business such financial resources as are required by the rules.”

.
(3) After subsection (2) insert—

“(3) Section 63A below (application of designated rules) has effect as regards the application of rules under this section to members of recognised self-regulating organisations in respect of investment business in the carrying on of which they are subject to the rules of the organisation.”

.

4
In section 50 of the Financial Services Act 1986 (power of Secretary of State to modify conduct of business and financial resources rules for particular cases), after subsection (3) insert—

“(4) The powers conferred by subsection (1) above shall not be exercised in a case where the powers conferred by section 63B below are exercisable (powers of recognised self-regulating organisation in relation to designated rules).”

.

5
In section 52 of the Financial Services Act 1986 (notification regulations), in subsection (3) (application to member of recognised self-regulating organisation or professional body), for “subject to any of the rules made under section 48 above” substitute “not subject to the rules of that organisation or body”.

6
(1) Section 55 of the Financial Services Act 1986 (clients’ money) is amended as follows.
(2) In subsection (2)(b) and (e) omit the words “a member of a recognised self-regulating organisation or” and “organisation or”.
(3) In subsection (3) omit the words “organisation or”.
(4) After subsection (5) insert—

“(6) Section 63A below (application of designated regulations) has effect as regards the application of regulations under this section to members of recognised self-regulating organisations in respect of investment business in the carrying on of which they are subject to the rules of the organisation.”

.
Sch. 23 para. 6 restricted by S.I. 1990/354, art. 6(4)

7
In section 56 of the Financial Services Act 1986 (unsolicited calls), for subsection (7) substitute—

“(7) Section 63A below (application of designated regulations) has effect as regards the application of regulations under this section to members of recognised self-regulating organisations in respect of investment business in the carrying on of which they are subject to the rules of the organisation.
As it applies to such persons in respect of such business the reference in subsection (1) above to conduct permitted by regulations made by the Secretary of State shall be construed—
(a) where or to the extent that the regulations do not apply, as a reference to conduct permitted by the rules of the organisation; and
(b) where or to the extent that the regulations do apply but are expressed to have effect subject to the rules of the organisation, as a reference to conduct permitted by the regulations together with the rules of the organisation.
(7A) In the application of this section to anything done by a person certified by a recognised professional body in carrying on investment business in the carrying on of which he is subject to the rules of the body, the reference in subsection (1) above to conduct permitted by regulations made by the Secretary of State shall be construed as a reference to conduct permitted by the rules of the body.”

.

8
In section 86 of the Financial Services Act 1986 (collective investment schemes constituted in other member States), in subsection (7) (restriction on application of conduct of business rules), at the end add—

“This subsection also applies to statements of principle under section 47A and codes of practice under section 63A so far as they relate to matters falling within the rule-making power in section 48.”

.
1986 c. 60.

9
In section 95 of the Financial Services Act 1986 (collective investment schemes: contraventions), after subsection (2) add—

“(3) The disciplinary action which may be taken by virtue of section 47A(3) (failure to comply with statement of principle) includes—
(a) the giving of a direction under section 91(2), and
(b) the application by the Secretary of State for an order under section 93;
and subsection (6) of section 47A (duty of the Secretary of State as to exercise of powers) has effect accordingly.”

.

10
(1) Section 107 of the Financial Services Act 1986 (appointment of auditors) is amended as follows.
(2) For subsection (1) (power to make rules) substitute—

“(1) The Secretary of State may make rules requiring—
(a) a person authorised to carry on investment business by virtue of section 25 or 31 above, or
(b) a member of a recognised self-regulating organisation carrying on investment business in the carrying on of which he is subject to the rules of the organisation,
and who, apart from the rules, is not required by or under any enactment to appoint an auditor, to appoint as an auditor a person satisfying such conditions as to qualifications and otherwise as may be specified in or imposed under the rules.”

.
(3) After subsection (3) add—

“(4) In its application to members of recognised self-regulating organisations, this section has effect subject to section 107A below.”

.

11
After section 107 of the Financial Services Act 1986 insert—

“107A Application of audit rules to members of self-regulating organisations.
(1) The Secretary of State may in rules under section 107 designate provisions which apply, to such extent as may be specified, to a member of a recognised self-regulating organisation in respect of investment business in the carrying on of which he is subject to the rules of the organisation.
(2) It may be provided that the designated rules have effect, generally or to such extent as may be specified, subject to the rules of the organisation.
(3) A member of a recognised self-regulating organisation who contravenes a rule applying to him by virtue of that section shall be treated as having contravened the rules of the organisation.
(4) Except as mentioned above, rules made under section 107 do not apply to members of recognised self-regulating organisations in respect of investment business in the carrying on of which they are subject to the rules of the organisation.
(5) A recognised self-regulating organisation may on the application of a member of the organisation—
(a) modify a rule designated under this section so as to adapt it to his circumstances or to any particular kind of business carried on by him, or
(b) dispense him from compliance with any such rule, generally or in relation to any particular kind of business carried on by him.
(6) The powers conferred by subsection (5) shall not be exercised unless it appears to the organisation—
(a) that compliance with the rule in question would be unduly burdensome for the applicant having regard to the benefit which compliance would confer on investors, and
(b) that the exercise of those powers will not result in any undue risk to investors.
(7) The powers conferred by subsection (5) may be exercised unconditionally or subject to conditions; and subsection (3) applies in the case of a contravention of a condition as in the case of contravention of a designated rule.
(8) The reference in paragraph 4(1) of Schedule 2 (requirements for recognition of self-regulating organisations) to monitoring and enforcement of compliance with rules includes monitoring and enforcement of compliance with conditions imposed by the organisation under subsection (7).”

.

12
(1) Section 114 of the Financial Services Act 1986 (power to transfer functions to designated agency) is amended as follows.
1986 c. 60.
(2) For subsection (9) substitute—

“(9) The Secretary of State shall not make a delegation order transferring any legislative functions unless—
(a) the agency has furnished him with a copy of the instruments it proposes to issue or make in the exercise of those functions, and
(b) he is satisfied that those instruments will afford investors an adequate level of protection and, in the case of such provisions as are mentioned in Schedule 8 to this Act, comply with the principles set out in that Schedule.
In this subsection “legislative functions” means the functions of issuing or making statements of principle, rules, regulations or codes of practice.”

.
(3) In subsection (12) for “rules or regulations made” substitute “statements of principle, rules, regulations or codes of practice issued or made”.

13
(1) Section 115 of the Financial Services Act 1986 (resumption of transferred functions) is amended as follows.
1986 c. 60.
(2) For subsection (5) substitute—

“(5) Where the transferred functions consist of or include any legislative functions, an order may be made under subsection (2) above if at any time it appears to the Secretary of State that the instruments issued or made by the agency do not satisfy the requirements of section 114(9)(b) above.”

.
(3) In subsection (7)—
(a) in the opening words, for “subsection (2)(b) above” substitute “this section”, and
(b) in paragraph (a) for “functions of making rules or regulations” substitute “functions of issuing or making statements of principle, rules, regulations or codes of practice”.

14
(1) Section 119 of the Financial Services Act 1986 (competition scrutiny: recognition orders) is amended as follows.
(2) In subsection (1) (considerations relevant to making of recognition order), for paragraphs (a) and (b) substitute—

“(a) in the case of a self-regulating organisation, the rules and any guidance of which copies are furnished with the application for the order, together with any statements of principle, rules, regulations or codes of practice to which members of the organisation would be subject by virtue of Chapter V of this Part,
(b) in the case of an investment exchange, the rules and any guidance of which copies are furnished with the application for the order, together with any arrangements of which particulars are furnished with the application,
(c) in the case of a clearing house, the rules and any guidance of which copies are furnished with the application for the order,”

.
(3) In subsection (2) (circumstances in which powers are exercisable in relation to recognised body), for paragraphs (a) to (c) substitute—

“(a) in the case of a self-regulating organisation—
(i) any rules made or guidance issued by the organisation,
(ii) any practices of the organisation, or
(iii) any practices of persons who are members of, or otherwise subject to the rules made by, the organisation,
together with any statements of principle, rules, regulations or codes of practice to which members of the organisation are subject by virtue of Chapter V of this Part,
(b) in the case of a recognised investment exchange—
(i) any rules made or guidance issued by the exchange,
(ii) any practices of the exchange, or
(iii) any practices of persons who are members of, or otherwise subject to the rules made by, the exchange,
(c) in the case of a recognised clearing house—
(i) any rules made or guidance issued by the clearing house,
(ii) any practices of the clearing house, or
(iii) any practices of persons who are members of, or otherwise subject to the rules made by, the clearing house,
or any clearing arrangements made by the clearing house,”

.
(4) In subsection (3) (powers exercisable in relation to recognised body)—
(a) in paragraph (b) for “the rules” substitute “its rules, or the”, and
(b) in paragraph (c) for “the rules” substitute “its rules”.
(5) In subsection (5) (construction of references to practices)—
(a) for “paragraph (b)” substitute “paragraph (a)(ii), (b)(ii) and (c)(ii)”, and
(b) omit the words from “and the practices referred to in paragraph (c)” to the end.
(6) After that subsection insert—

“(6) The practices referred to in paragraph (a)(iii), (b)(iii) and (c)(iii) of subsection (2) above are—
(a) in relation to a recognised self-regulating organisation, practices in relation to business in respect of which the persons in question are subject to—
(i) the rules of the organisation, or
(ii) statements of principle, rules, regulations or codes of practice to which its members are subject by virtue of Chapter V of this Part,
and which are required or contemplated by the rules of the organisation or by those statements, rules, regulations or codes, or by guidance issued by the organisation,
(b) in relation to a recognised investment exchange or clearing house, practices in relation to business in respect of which the persons in question are subject to the rules of the exchange or clearing house, and which are required or contemplated by its rules or guidance,
or which are otherwise attributable to the conduct of the organisation, exchange or clearing house as such.”

.

15
(1) Section 121 of the Financial Services Act 1986 (competition scrutiny: designated agencies) is amended as follows.
1986 c. 60.
(2) In subsection (1) for “rules, regulations” substitute “statements of principle, rules, regulations, codes of practice”.
(3) In subsection (2)(a) and (c) for “rules or regulations made” substitute “statements of principle, rules, regulations or codes of practice issued or made”.
(4) In subsection (3)(b) for “rules, regulations” substitute “statements of principle, rules, regulations, codes of practice”.
(5) In subsection (4) for “rules or regulations” (twice) substitute “statements of principle, rules, regulations or codes of practice”.

16
(1) Section 122 of the Financial Services Act 1986 (reports by Director General of Fair Trading) is amended as follows.
(2) In subsection (1) for “and regulations” substitute “, statements of principle, regulations and codes of practice”.
(3) In subsection (2) for “regulations,” substitute “statements of principle, regulations, codes of practice,”.
(4) In subsection (4)—
(a) in paragraph (a) for “rules, guidance, arrangements and regulations” substitute “rules, statements of principle, regulations, codes of practice, guidance and arrangements”, and
(b) in the words following the paragraphs, for “rules, guidance, arrangements, regulations” substitute “rules, statements of principle, regulations, codes of practice, guidance, arrangements”, and for “rules, guidance, arrangements or regulations” substitute “rules, statements of principle, regulations, codes of practice, guidance or arrangements”.

17
(1) Section 124 of the Financial Services Act 1986 (matters to be left out of account for certain purposes in connection with competition scrutiny) is amended as follows.
1986 c. 60.
(2) In subsection (1) (matters to be left out of account in determining whether monopoly situation exists), in paragraph (c) for “rules or regulations made or guidance issued” substitute “statements of principle, rules, regulations, codes of practice or guidance issued or made”.
(3) In subsection (3) (matters to be excluded from consideration where monopoly situation exists)—
(a) in paragraph (a), for “rules or regulations made” substitute “statements of principle, rules, regulations or codes of practice issued or made”,
(b) in paragraph (b), for “rules or regulations” substitute “statements of principle, rules, regulations or codes of practice”, and
(c) in the closing words, for “rules, regulations” substitute “statements of principle, rules, regulations, codes of practice”.

18
For section 205 of the Financial Services Act 1986 (regulations, rules and orders) substitute—

“205 General power to make regulations.
The Secretary of State may make regulations prescribing anything which by this Act is authorised or required to be prescribed.

205A Supplementary provisions with respect to subordinate legislation.
(1) The following provisions apply to any power of the Secretary of State under this Act—
(a) to issue statements of principle,
(b) to make rules or regulations,
(c) to make orders (other than such orders as are excepted by subsection (4) below), or
(d) to issue codes of practice.
(2) Any such power is exercisable by statutory instrument and includes power to make different provision for different cases.
(3) Except as otherwise provided, a statutory instrument containing statements of principle, rules or regulations shall be subject to annulment in pursuance of a resolution of either House of Parliament.
(4) The above provisions do not apply to a recognition order, an order declaring a collective investment scheme to be an authorised unit trust scheme or a recognised scheme or to an order revoking any such order.”

.

19
In section 206(1) of the Financial Services Act 1986 (publication of information and advice)—
(a) in paragraph (a), for “rules and regulations made” substitute “statements of principle, rules, regulations and codes of practice issued or made”, and
(b) in paragraph (b) for “rules or regulations” substitute “statements of principle, rules, regulations or codes of practice”.

20
In Schedule 2 to the Financial Services Act 1986 (requirements for recognition of self-regulating organisations), in paragraph 4(1) (monitoring and enforcement) for “rules or regulations” substitute “statements of principle, rules, regulations or codes of practice”.

21
In Schedule 3 to the Financial Services Act 1986 (requirements for recognition of professional bodies), in paragraph 4(2) (monitoring and enforcement) for “rules or regulations” substitute “statements of principle, rules, regulations or codes of practice”.
1986 c. 60.

22
In Schedule 7 to the Financial Services Act 1986 (qualifications of designated agency), in paragraph 2(2) (arrangements for discharge of functions: matters to be decided upon by the governing body) for “rules or regulations must be made” substitute “statements of principle, rules, regulations and codes of practice must be issued or made”.

23
(1) Schedule 8 to the Financial Services Act 1986 (principles applicable to designated agency’s rules and regulations) is amended as follows.
(2) In the heading for “Rules and Regulations” substitute “Legislative Provisions”.
(3) For paragraph 1, and the cross-heading preceding it, substitute—

“1 Introduction
(1) In this Schedule “legislative provisions” means the provisions of statements of principle, rules, regulations and codes of practice issued or made under Part I of this Act.
(2) References in this Schedule to “conduct of business provisions” are to rules made under section 48 of this Act and statements of principle and codes of practice so far as they relate to matters falling within that rule-making power.
(3) References in this Schedule to provisions made for the purposes of a specified section or Chapter are to rules or regulations made under that section or Chapter and statements of principle and codes of practice so far as they relate to matters falling within that power to make rules or regulations.

1A Standards
The conduct of business provisions and the other legislative provisions must promote high standards of integrity and fair dealing in the conduct of investment business.”

.
(4) In paragraphs 2 to 7, 9, 11 and 12 for “conduct of business rules” substitute “conduct of business provisions”.
(5) In paragraph 7 for “those rules and rules under” substitute “those provisions and provisions made for the purposes of”.
(6) In paragraph 8 for “Rules made under” substitute “Provisions made for the purposes of”.
(7) In paragraph 9 for “regulations made under” substitute “provisions made for the purposes of”.
(8) In paragraph 10 for “Rules made under” substitute “Provisions made for the purposes of” and for “under those sections” substitute “for the purposes of those sections”.
(9) In paragraph 12 for “rules and regulations made under” substitute “provisions made for the purposes of”.

24
(1) Schedule 9 to the Financial Services Act 1986 (designated agency: exercise of transferred functions) is amended as follows.
(2) In paragraph 4(1) (copies of instruments to be sent to Secretary of State), for “any rules or regulations made” substitute “any statements of principle, rules, regulations or codes of practice issued or made”.
(3) For paragraphs 5 and 6 substitute—

“5
Paragraphs 6 to 9 below have effect instead of section 205A of this Act in relation to statements of principle, rules, regulations and codes of practice issued or made by a designated agency in the exercise of powers transferred to it by a delegation order.

6
Any such power is exercisable by instrument in writing and includes power to make different provision for different cases.”

.
(4) In paragraph 8 (instruments to be printed and made available to public)—
(a) in sub-paragraph (1) for “is made” substitute “is issued or made”, and
(b) in sub-paragraph (2) for “rule or regulation” (twice) substitute “statement of principle, rule, regulation or code of practice”.
(5) In paragraph 9 (proof of instruments), for “made by the agency” (twice) substitute “made or issued by the agency”.
(6) For paragraph 12 (consultation) substitute—

“12
(1) Where a designated agency proposes, in the exercise of powers transferred to it by a delegation order, to issue or make any statements of principle, rules, regulations or codes of practice, it shall publish the proposed instrument in such manner as appears to it best calculated to bring the proposals to the attention of the public, together with a statement that representations about the proposals (and, in particular, representations as to the cost of complying with the proposed provisions) can be made to the agency within a specified time.
(2) Before issuing or making the instrument the agency shall have regard to any representations duly made in accordance with that statement.
(3) The above requirements do not apply—
(a) where the agency considers that the delay involved in complying with them would be prejudicial to the interests of investors;
(b) to the issuing or making of an instrument in the same, or substantially the same, terms as a proposed instrument which was furnished by the agency to the Secretary of State for the purposes of section 114(9) of this Act.”

.

25
(1) Schedule 10 to the Financial Services Act 1986 (application of investment business provisions to regulated insurance companies) is amended as follows.
1986 c. 60.
(2) In paragraph 4 (modification of conduct of business rules), after sub-paragraph (2) insert—

“(2A) Sub-paragraphs (1) and (2) also apply to statements of principle under section 47A and codes of practice under section 63A so far as they relate to matters falling within the rule-making power in section 48.”

.
(3) In paragraph 7 (withdrawal of authorisation) after sub-paragraph (2) insert—

“(3) The disciplinary action which may be taken by virtue of section 47A(3) of this Act (failure to comply with statement of principle) includes—
(a) the withdrawal of authorisation under section 11(2)(a) of the Insurance Companies Act 1982, and
(b) the giving of a direction under section 13(2A) of that Act;
and subsection (6) of section 47A (duty of the Secretary of State as to exercise of powers) has effect accordingly.”

.

Part II Amendments Relating to Friendly Societies

26
Schedule 11 to the Financial Services Act 1986 (friendly societies) is amended as follows.
1986 c. 60.

27
In paragraph 3(2) (competition scrutiny: recognition of self-regulating organisation for friendly societies), after “sent to him under this sub-paragraph” insert “, together with any statements of principle, rules, regulations or codes of practice to which members of the organisation would be subject by virtue of this Schedule,”.

28
(1) Paragraph 4 (requirements for recognition of self-regulating organisation for friendly societies) is amended as follows.
(2) In sub-paragraph (4)—
(a) in paragraph (a) for “22” substitute “22D”, and
(b) omit paragraph (b).
(3) In sub-paragraph (5) for “22” substitute “22D”.

29
Omit paragraph 7.
Sch. 23 para. 29 restricted by S.I. 1990/354, art. 6(2)(b)

30
(1) Paragraph 10 (competition scrutiny: circumstances in which powers are exercisable in relation to recognised self-regulating organisation for friendly societies) is amended as follows.
(2) In sub-paragraph (1), after paragraph (c) insert “together with any statements of principle, rules, regulations or codes of practice to which members of the organisation are subject by virtue of this Schedule,”.
(3) In sub-paragraph (2)—
(a) in paragraph (b), for “the rules” substitute “its rules, or the”, and
(c) in paragraph (c), for “the rules” substitute “its rules”.
(4) In sub-paragraph (3) (construction of references to practices), omit the words from “and the practices referred to in paragraph (c)” to the end; and after that sub-paragraph insert—

“(3A) The practices referred to in paragraph (c) of sub-paragraph (1) above are practices in relation to business in respect of which the persons in question are subject to—
(a) the rules of the organisation, or
(b) statements of principle, rules, regulations or codes of practice to which its members are subject by virtue of this Schedule,
and which are required or contemplated by the rules of the organisation or by those statements, rules, regulations or codes, or by guidance issued by the organisation, or which are otherwise attributable to the conduct of the organisation as such.”

.

31
In paragraph 13, for “Paragraphs 14 to 25” substitute “Paragraphs 13A to 25”.

32
Before paragraph 14 and after the heading “Conduct of investment business”, insert—

“13A
(1) The Registrar may issue statements of principle with respect to the conduct expected of regulated friendly societies.
(2) The conduct expected may include compliance with a code or standard issued by another person, as for the time being in force, and may allow for the exercise of discretion by any person pursuant to any such code or standard.
(3) Failure to comply with a statement of principle under this paragraph is a ground for the taking of disciplinary action or the exercise of powers of intervention, but it does not give rise to any right of action by investors or other persons affected or affect the validity of any transaction.
(4) The disciplinary action which may be taken by virtue of sub-paragraph (3) is—
(a) the making of a public statement under paragraph 21, or
(b) the application by the Registrar for an injunction, interdict or other order under paragraph 22(1), or
(c) any action under paragraph 26 or 27 of this Schedule;
and the reference in that sub-paragraph to powers of intervention is to the powers conferred by Chapter VI of Part I of this Act.
(5) Where a statement of principle relates to compliance with a code or standard issued by another person, the statement of principle may provide—
(a) that failure to comply with the code or standard shall be a ground for the taking of disciplinary action, or the exercise of powers of intervention, only in such cases and to such extent as may be specified; and
(b) that no such action shall be taken, or any such power exercised, except at the request of the person by whom the code or standard in question was issued.
(6) The Registrar shall exercise his powers in such manner as appears to him appropriate to secure compliance with statements of principle under this paragraph.

13B
(1) The relevant regulatory authority may on the application of a regulated friendly society—
(a) modify a statement of principle issued under paragraph 13A so as to adapt it to the circumstances of the society or to any particular kind of business carried on by it, or
(b) dispense the society from compliance with any such statement of principle, generally or in relation to any particular kind of business carried on by it.
(2) The powers conferred by this paragraph shall not be exercised unless it appears to the relevant regulatory authority—
(a) that compliance with the statement of principle in question would be unduly burdensome for the applicant having regard to the benefit which compliance would confer on investors, and
(b) that the exercise of those powers will not result in any undue risk to investors.
(3) The powers conferred by this paragraph may be exercised unconditionally or subject to conditions; and paragraph 13A(3) applies in the case of failure to comply with a condition as in the case of failure to comply with a statement of principle.
(4) The relevant regulatory authority for the purposes of this paragraph is—
(a) in the case of a member society of a recognised self-regulating organisation for friendly societies, in relation to investment business in the carrying on of which it is subject to the rules of the organisation, that organisation;
(b) in any other case, or in relation to other investment business, the Registrar.
(5) The reference in paragraph 4(1) of Schedule 2 as applied by paragraph 4 above (requirements for recognition of self-regulating organisation for friendly societies) to monitoring and enforcement of compliance with statements of principle includes monitoring and enforcement of compliance with conditions imposed by the organisation under this paragraph.”

.

33
(1) Paragraph 14 (conduct of business rules) is amended as follows.
(2) In sub-paragraph (1), omit the words “other than a member society”.
(3) After sub-paragraph (2) insert—

“(2A) Paragraph 22B below has effect as regards the application of rules under this paragraph to member societies in respect of investment business in the carrying on of which they are subject to the rules of a recognised self-regulating organisation for friendly societies.”

.
(4) In sub-paragraph (3), omit the word “and” after paragraph (a); and after paragraph (b) insert—

“; and
(c) for the references in subsection (4) to section 63B and a recognised self-regulating organisation there shall be substituted references to paragraph 13B and a recognised self-regulating organisation for friendly societies.”

.

34
(1) Paragraph 19 (clients’ money regulations) is amended as follows.
(2) In sub-paragraph (2) for the words from “(but with the substitution” to the end substitute “(but with the substitution for the reference in paragraph (e) of subsection (2) to the Secretary of State of a reference to the Registrar)”.
(3) After that sub-paragraph insert—

“(3) Paragraph 22B below has effect as regards the application of regulations under this paragraph to member societies in respect of investment business in the carrying on of which they are subject to the rules of a recognised self-regulating organisation for friendly societies.”

.
Sch. 23 para. 34 restricted by S.I. 1990/354, art. 6(4)

35
For paragraph 20 (unsolicited calls) substitute—

“20
(1) Regulations under section 56(1) of this Act shall not permit anything to be done by a regulated friendly society but that section shall not apply to anything done by such a society in the course of or in consequence of an unsolicited call which, as respects the society, constitutes the carrying on of regulated business, if it is permitted to be done by the society by regulations made by the Registrar with the consent of the Secretary of State.
(2) Paragraph 22B below has effect as regards the application of regulations under this paragraph to member societies in respect of investment business in the carrying on of which they are subject to the rules of a recognised self-regulating organisation for friendly societies.
(3) As it applies to such persons in respect of such business, the reference in sub-paragraph (1) above to conduct permitted by regulations made by the Registrar with the consent of the Secretary of State shall be construed—
(a) where or to the extent that the regulations do not apply, as a reference to conduct permitted by the rules of the organisation; and
(b) where or to the extent that the regulations do apply but are expressed to have effect subject to the rules of the organisation, as a reference to conduct permitted by the regulations together with the rules of the organisation.”

.

36
After paragraph 22 (and after the paragraph inserted by section 193(3)) insert—

“22B
(1) The Registrar may in rules and regulations under—
(a) paragraph 14 (conduct of business rules),
(b) paragraph 19 (clients’ money regulations), or
(c) paragraph 20 (regulations as to unsolicited calls),
designate provisions which apply, to such extent as may be specified, to a member society in respect of investment business in the carrying on of which it is subject to the rules of a recognised self-regulating organisation for friendly societies.
(2) It may be provided that the designated rules or regulations have effect, generally or to such extent as may be specified, subject to the rules of the organisation.
(3) A member society which contravenes a rule or regulation applying to it by virtue of this paragraph shall be treated as having contravened the rules of the relevant recognised self-regulating organisation for friendly societies.
(4) It may be provided that, to such extent as may be specified, the designated rules or regulations may not be modified or waived (under paragraph 22C below or section 50) in relation to a member society.
Where such provision is made any modification or waiver previously granted shall cease to have effect, subject to any transitional provision or saving contained in the rules or regulations.
(5) Except as mentioned in sub-paragraph (1), the rules and regulations referred to in that sub-paragraph do not apply to a member society in respect of investment business in the carrying on of which it is subject to the rules of a recognised self-regulating organisation for friendly societies.

22C
(1) A recognised self-regulating organisation for friendly societies may on the application of a society which is a member of the organisation—
(a) modify a rule or regulation designated under paragraph 22B so as to adapt it to the circumstances of the society or to any particular kind of business carried on by it, or
(b) dispense the society from compliance with any such rule or regulation, generally or in relation to any particular kind of business carried on by it.
(2) The powers conferred by this paragraph shall not be exercised unless it appears to the organisation—
(a) that compliance with the rule or regulation in question would be unduly burdensome for the applicant having regard to the benefit which compliance would confer on investors, and
(b) that the exercise of those powers will not result in any undue risk to investors.
(3) The powers conferred by this paragraph may be exercised unconditionally or subject to conditions; and paragraph 22B(3) applies in the case of a contravention of a condition as in the case of contravention of a designated rule or regulation.
(4) The reference in paragraph 4(1) of Schedule 2 as applied by paragraph 4 above (requirements for recognition of self-regulating organisation for friendly societies) to monitoring and enforcement of compliance with rules and regulations includes monitoring and enforcement of compliance with conditions imposed by the organisation under this paragraph.

22D
(1) The Registrar may issue codes of practice with respect to any matters dealt with by statements of principle issued under paragraph 13A or by rules or regulations made under any provision of this Schedule.
(2) In determining whether a society has failed to comply with a statement of principle—
(a) a failure by it to comply with any relevant provision of a code of practice may be relied on as tending to establish failure to comply with the statement of principle, and
(b) compliance by it with the relevant provisions of a code of practice may be relied on as tending to negative any such failure.
(3) A contravention of a code of practice with respect to a matter dealt with by rules or regulations shall not of itself give rise to any liability or invalidate any transaction; but in determining whether a society’s conduct amounts to contravention of a rule or regulation—
(a) contravention by it of any relevant provision of a code of practice may be relied on as tending to establish liability, and
(b) compliance by it with the relevant provisions of a code of practice may be relied on as tending to negative liability.
(4) Where by virtue of paragraph 22B (application of designated rules and regulations to member societies) rules or regulations—
(a) do not apply, to any extent, to a member society of a recognised self-regulating organisation for friendly societies, or
(b) apply, to any extent, subject to the rules of the organisation,
a code of practice with respect to a matter dealt with by the rules or regulations may contain provision limiting its application to a corresponding extent.”

.

37
For paragraph 29 (transfer of functions of making rules or regulations) substitute—

“29
(1) The Registrar shall not make a transfer order transferring any legislative functions to a transferee body unless—
(a) the body has furnished him and the Secretary of State with a copy of the instruments it proposes to issue or make in the exercise of those functions, and
(b) they are both satisfied that those instruments will—
(i) afford investors an adequate level of protection,
(ii) in the case of provisions corresponding to those mentioned in Schedule 8 to this Act, comply with the principles set out in that Schedule, and
(iii) take proper account of the supervision of friendly societies by the Registrar under the enactments relating to friendly societies.
(2) In this paragraph “legislative functions” means the functions of issuing or making statements of principle, rules, regulations or codes of practice.”

.

38
In paragraph 30(2), for “rules or regulations made” substitute “statements of principle, rules, regulations or codes of practice issued or made”.

39
In paragraph 31(6)(c), for “as if the reference to section 205(2) were a reference to paragraph 45(1) below” substitute “as if the reference to section 205A were a reference to paragraph 45(1) and (3) below”.

40
For paragraph 34 substitute—

“34
(1) A transferee body to which the Registrar has transferred any legislative functions may exercise those functions without the consent of the Secretary of State.
(2) In this paragraph “legislative functions” means the functions of issuing or making statements of principle, rules, regulations or codes of practice.”

.

41
In paragraph 36 (competition scrutiny: transferee bodies) in sub-paragraphs (1) and (3)(b) for “rules, regulations” substitute “statements of principle, rules, regulations, codes of practice”.

42
In paragraph 38(1) (publication of information and advice)—
(a) in paragraph (a), for “rules and regulations made” substitute “statements of principle, rules, regulations and codes of practice issued or made”, and
(b) in paragraph (b) for “rules or regulations” substitute “statements of principle, rules, regulations or codes of practice”.

43
In paragraph 45—
(a) in sub-paragraph (1) for “make regulations, rules or orders” substitute “issue or make statements of principle, rules, regulations, orders or codes of practice”, and
(b) in sub-paragraph (3) for “regulations, rules or orders” substitute “statements of principle, rules, regulations, orders or codes of practice.”.
Sch. 23 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 75(r)

SCHEDULE 24 Repeals
Section 212.
Chapter	Short title	Extent of repeal
1964 c. 40.	Harbours Act 1964.	In section 42(6), the words “required to be attached to a company’s balance sheet”.
1973 c. 41.	Fair Trading Act 1973.	Section 46(3).
		In section 71, in subsection (1) the words “made under section 69(4) of this Act” and subsection (2).
		In section 74(1), the words from “and does not” to “section 69(4) of this Act”.
		In section 85, subsection (5) and, in subsection (6), paragraph (b) and the word “or” preceding it.
		In section 88(6), the words from “the relevant parties” to the “and” immediately following paragraph (c).
		In section 89(2), the words “Part II of”.
		In Schedule 9, in paragraph 4 the words from “either” to the end.
1985 c. 6.	Companies Act 1985.	Section 160(3).
1985 c. 6—cont.	Companies Act 1985—cont.	In section 169(5), the words from “, during business hours” to “for inspection)”.
		In section 175(6)(b), the words from “during business hours” to “period”.
		In section 191—
		(a) in subsection (1), the words from “(but” to “for inspection)”;
		(b) in subsection (3), paragraphs (a) and (b).
		Section 201.
		In section 202(1), the words “(except where section 201(3) applies)”.
		Section 209(1)(j).
		In section 219(1), the words from “during” to “for inspection)”.
		In section 288(3), the words from “during” to “for inspection)”.
		In section 318(7), the words from “during” to “for inspection)”.
		In section 356—
		(a) in subsection (1), the words “during business hours”;
		(b) subsections (2) and (4).
		In section 383—
		(a) in subsection (1), the words “during business hours”;
		(b) subsection (2);
		(c) in subsection (3), the words from “at a charge” to the end.
		Section 389.
		Section 435.
		Section 440.
		Section 443(4).
		In section 446—
		(a) in subsection (3), paragraph (b) and the word “and” preceding it;
		(b) subsection (7).
		Section 447(1).
		In section 449(1)—
		(a) the words “or 448”;
		(b) paragraph (e).
		Section 452(1)(b).
		In section 460(1), the words “(inspection of company’s books and papers)” and “under section 440”.
1985 c. 6—cont.	Companies Act 1985—cont.	In section 464(5), at the end of paragraph (c), the word “and”.
		In section 466—
		(a) in subsection (2), paragraph (a) and (d) and the word “or” preceding the latter;
		(b) subsections (4) and (5);
		(c) in subsection (6), the words “falling under subsection (4) of this section”.
		In section 651(1), the words “at any time within 2 years of the date of the dissolution”.
		In section 708(1)(b), the words “or other material”.
		Sections 712 and 715.
		In section 716(2), the words following paragraph (c).
		In section 717(1), the words following paragraph (c).
		In section 733(3), the words from “then” to “216(3)”.
		In section 735A(1), the words “440, 449(1)(a) and (d)”.
		In section 744, the definitions of “annual return”, “authorised institution”, “authorised minimum”, “expert”, “floating charge”, “joint stock company” and “undistributable reserves”.
		In section 746, the words “Except as provided by section 243(6),”.
		In Schedule 2—
		(a) in paragraph 1(1), the words “paragraph 60(2) of Schedule 4 or paragraph 19(3) of Schedule 9”;
		(b) paragraph 1(5);
		(c) in paragraph 2(1), the word “23,”;
		(d) paragraph 2(2);
		(e) in paragraph 3(1), the words “paragraph 60(2) of Schedule 4 or paragraph 19(3) of Schedule 9”;
		(f) paragraph 3(3);
1985 c. 6—cont.	Companies Act 1985—cont.	(g) in paragraph 4(1), the words “(whether as personal representative or otherwise)”;
		(h) in paragraph 4(2), the words “paragraph 60(2) of Schedule 4 or paragraph 19(3) of Schedule 9”.
		In Schedule 4, paragraphs 50(6), 53(7), 60 to 70, 74, 75, 77 to 81, 87, 90 to 92 and 95.
		In Schedule 9—
		(a) paragraphs 1, 13(3) and (18), 16, 18(5), 19(3) to (7) and 21 to 26;
		(b) in paragraph 27(4), the words “of the said Part I”;
		(c) in paragraph 28, in sub-paragraph (1) the words “to which Part II of the Insurance Companies Act 1982 applies” and in sub-paragraph (2) the words “of Part I of this Schedule”;
		(d) paragraphs 29 to 31.
		In Schedule 11—
		(a) paragraph 4(b) and (c);
		(b) paragraph 5(b).
		In Schedule 13, in paragraph 25, the words from “during” to “for inspection)”.
		Schedule 15.
		In Schedule 22—
		(a) the entry relating to section 36(4);
		(b) in the entry relating to sections 363 to 365, the words “(with Schedule 15)”;
		(c) in the entry relating to sections 384 to 393, in column 2, the word “qualifications”.
		In Schedule 24, the entries relating to sections 245(1), 245(2), 255(5), 260(3), 287(3), 365(3), 384(5), 386(2), 389(10), 390(7), 391(4), 392(2) and 393.
1985 c. 65.	Insolvency Act 1985.	In Schedule 6, paragraphs 7(3), 23 and 45.
1986 c. 45.	Insolvency Act 1986.	In sections 45(5), 53(2), 54(3) and 62(5), the words “and, for continued contravention, to a daily default fine”.
1986 c. 45—cont.	Insolvency Act 1986—cont.	In Schedule 10, the entries in column 5 relating to sections 45(5), 53(2), 54(3) and 62(5).
		In Part I of Schedule 13, the entries relating to sections 222(4), 225 and 733(3).
1986 c. 46.	Company Directors Disqualification Act 1986.	In section 21(2), the words “and section 431 (summary proceedings)”.
1986 c. 53.	Building Societies Act 1986.	In Schedule 15, in paragraph 3(2)(b), the words “, a shadow director”.
		In Schedule 18, paragraphs 16 and 17.
1986 c. 60.	Financial Services Act 1986.	In section 13—
		(a) subsection (1);
		(b) subsections (4) to (6).
		In section 48(1), the words “members of a recognised self-regulating organisation or” and “organisation o r”.
		In section 55—
		(a) in subsection (2)(b) and (e), the words “a member of a recognised self-regulating organisation or” and “organisation or”;
		(b) in subsection (3), the words “organisation or”.
		In section 94—
		(a) in subsection (3), the words “except section 435(1)(a) and (b) and (2)”;
		(b) in subsection (4), the words “or its affairs”, “and the affairs mentioned in subsection (1) or (2) above” and “or director”.
		Section 105(7).
		In section 119(5), the words from “and the practices referred to in paragraph (c)” to the end.
		In sections 159(1) and 160(1), the words from the beginning to “section 161 below”.
		In section 179(3), the word “and” preceding paragraph (i).
		Section 180(6).
		Section 196(3).
		Section 198(1).
1986 c. 60—cont.	Financial Services Act 1986—cont.	In section 199(9), the words from “and, in relation” to the end.
		In Schedule 11—
		(a) paragraph 4(4)(b);
		(b) paragraph 7;
		(c) in paragraph 10(3), the words from “and the practices referred to in paragraph (c)” to the end;
		(d) in paragraph 14(1), the words “other than a member society”;
		(e) in paragraph 14(3), the word “and” after paragraph (a).
		In Schedule 16, paragraph 22.
1987 c. 22.	Banking Act 1987.	In the Table in section 84(1), the entry relating to persons appointed under section 94, 106 or 177 of the Financial Services Act 1986.
		Section 90(1).
		In Schedule 6—
		(a) paragraph 18(1) to (6);
		(b) in paragraph 18(7), the words “and (1A)”;
		(c) paragraph 18(8) and (9);
		(d) in paragraph 27(3), the words “and (6)”.
1987 c. 41.	Criminal Justice (Scotland) Act 1987.	Section 55(a).
1988 c. 1.	Income and Corporation Taxes Act 1988.	Section 565(6)(b).
1988 c. 33.	Criminal Justice Act 1988.	Section 145(a).
1988 c. 48.	Copyright, Designs and Patents Act 1988.	In Schedule 7, paragraph 31.
Sch. 24 restricted by S.I. 1990/354, art. 6(4)
Sch. 24 partly in force: Sch. 24 in force for certain purposes at 1.7.1991 by s. 215(2) and S.I. 1991/488, art. 2(4); Sch. 24 partly in force for certain purposes at 1.10.1991 and 1.11.1991 see s. 215 and S.I. 1991/1996, art. 2(1)(2); Sch. 24 in force for certain purposes at 3.7.1995 see s. 215 and S.I. 1995/1352, art. 3(c)(i)(ii)