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Companies Act 1989 is up to date with all changes known to be in force on or before 24 August 2024. There are changes that may be brought into force at a future date.
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Exemptions and special provisions
15. Public listed companies: provision of summary financial statement.
16. Private companies: election to dispense with laying of accounts and reports before general meeting.
17. Unlimited companies: exemption from requirement to deliver accounts and reports.
18. Banking and insurance companies and groups: special provisions.
Part III Investigations and Powers to Obtain Information
Amendments of the Companies Act 1985
55. Investigations by inspectors not leading to published report.
58. Power to bring civil proceedings on the company’s behalf.
60. Power of Secretary of State to present winding-up petition.
63. Secretary of State’s power to require production of documents.
66. Punishment for destroying, mutilating, &c. company documents.
68. Disclosure of information by Secretary of State or inspector.
Powers exercisable to assist overseas regulatory authorities
Part V Other amendments of Company Law
130. Company contracts and execution of documents by companies.
132. Financial assistance for purposes of employees’ share scheme.
137. Effecting of insurance for officers and auditors of company.
144.“Subsidiary”, “holding company” and “wholly-owned subsidiary”.
145.The Companies Act 1985 has effect with the further amendments...
Part VI Mergers and Related Matters
Part VII Financial Markets and Insolvency
Part VIII Amendments of the Financial Services Act 1986
193. Restriction of right to bring action for contravention of rules, regulations, &c.
194. Application of designated rules and regulations to members of self-regulating organisations.
197. Construction of references to incurring civil liability.
199. Offers of securities by private companies and old public companies.
201. Directions to secure compliance with international obligations.
206. Consequential amendments and delegation of functions on commencement.
Part X Miscellaneous and General Provisions
SCHEDULES
[Schedule 4A to the Companies Act 1985]
Form and Content of Group Accounts
Acquisition and merger accounting
7.(1) The following provisions apply where an undertaking becomes a...
8.An acquisition shall be accounted for by the acquisition method...
10.(1) The conditions for accounting for an acquisition as a...
13.(1) The following information with respect to acquisitions taking place...
15.Where during the financial year there has been a disposal...
16.The information required by paragraph 13, 14 or 15 above...
Interests in subsidiary undertakings excluded from consolidation
[Schedule 5 to the Companies Act 1985]
Disclosure of Information: Related Undertakings
Part II Companies Required to Prepare Group Accounts
Financial information about subsidiary undertakings not included in the consolidation
Further information about subsidiary undertakings excluded from consolidation
Shares and debentures of company held by subsidiary undertakings
Construction of references to shares held by parent company or group
Disclosure of Information: Emoluments and Other Benefits of Directors and Others
2.For the heading substitute— Disclosure of information: emoluments and other...
3.Insert the following provisions (which reproduce, with amendments, the former...
5.In paragraph 14 (renumbered 27), make the existing provision sub-paragraph...
7.Omit the present Part III (disclosure required in case of...
[Schedule 8 to the Companies Act 1985]
Special Provisions for Banking and Insurance Companies and Groups
Part I Form and Content of Accounts
1.In paragraph 10(1)(c) of Schedule 9 to the Companies Act...
2.In paragraph 13 of that Schedule (information supplementing balance sheet),...
3.In paragraph 17(5) of that Schedule (statement of turnover: companies...
4.After paragraph 18 of that Schedule insert— Supplementary provisions (1) Accounting policies shall be applied consistently within the same...
5.(1) Before paragraph 19 of that Schedule insert the heading...
8.(1) Before paragraph 27 of that Schedule insert the heading...
9.In paragraph 28 of that Schedule, in sub-paragraph (1) (twice)...
12.Before paragraph 32 of that Schedule insert the heading “...
13.In paragraph 36 of that Schedule for “this Schedule” substitute...
Part II [Part II of Schedule 9 to the Companies Act 1985]Accounts of Banking or Insurance Group
[Schedule 10A to the Companies Act 1985]
Parent and Subsidiary Undertakings: Supplementary Provisions
Amendments Consequential on Part I
Part I Amendments of the Companies Act 1985
1.In section 46 (meaning of “unqualified” auditors’ report in section...
2.In section 209(5)(a)(i) for “an authorised institution” substitute “a banking...
4.In section 271(3), for “section 236” substitute “section 235”.
5.In section 272(3)— (a) for “section 228” substitute “section 226”,...
6.In sections 272(5) and 273(7) for “section 241(3)(b)” substitute “the...
8.For section 279 substitute— Distributions by banking or insurance companies....
9.In section 289(4) for “section 252(5)” substitute “section 250(3)”.
11.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.In section 699(3) for “section 241(3)” substitute “section 242(1)”.
13.In Part XXIII (oversea companies), for Chapter II (delivery of...
14.In section 711(1)(k) for “section 241 (annual accounts)” substitute “section...
15.For section 742 (expressions used in connection with accounts) substitute—...
16.In section 744 (interpretation), omit the definition of “authorised institution”...
17.In Schedule 1, in paragraph 2(2)(a) for “section 252(5)” substitute...
18.(1) Schedule 2 (interpretation of references to “beneficial interest”) is...
19.(1) Part II of Schedule 3 (prospectuses: auditors’ and accountants’...
20.In paragraph 12(b) of Schedule 4, for “section 238” substitute...
22.(1) In Schedule 15A (renumbered 15B) (provisions applicable to mergers...
23.In Schedule 22 (provisions applying to unregistered companies), in the...
24.(1) Schedule 24 (punishment of offences) is amended as follows....
Part II Amendments of Other Enactments
Recognition of Supervisory Body
Part 3 Arrangements in which supervisory bodies are required to participate
17.Arrangements for setting standards relating to professional integrity and independence
19.Arrangements for independent monitoring of audits of listed and other major companies
20.Arrangements for independent investigation for disciplinary purposes of public interest cases
21.Supplementary: arrangements to operate independently of body
Supplementary Provisions with Respect to Delegation Order
Company Contracts, Seals, &c.: Further Provisions
“Subsidiary” and related expressions: consequential amendments and savings
Minor amendments of the Companies Act 1985
Particulars to be given of directors and secretaries
2.(1) Section 289 of the Companies Act 1985 (particulars of...
3.(1) Section 290 of the Companies Act 1985 (particulars of...
4.(1) Section 305 of the Companies Act 1985 (directors’ names...
5.(1) Section 686 of the Companies Act 1985 (documents to...
7.(1) Schedule 1 to the Companies Act 1985 (particulars of...
Time limit for holding extraordinary general meeting convened on members’ requisition
Offences committed by partnerships and other unincorporated bodies
Amendments about mergers and related matters
Financial Markets and Insolvency: Provisions Applying to Pre-commencement Cases
Consequential Amendments of the Financial Services Act 1986
1.(1) Section 13 of the Financial Services Act 1986 (power...
2.(1) Section 48 of the Financial Services Act 1986 (conduct...
3.(1) Section 49 of the Financial Services Act 1986 (financial...
4.In section 50 of the Financial Services Act 1986 (power...
5.In section 52 of the Financial Services Act 1986 (notification...
6.(1) Section 55 of the Financial Services Act 1986 (clients’...
7.In section 56 of the Financial Services Act 1986 (unsolicited...
8.In section 86 of the Financial Services Act 1986 (collective...
9.In section 95 of the Financial Services Act 1986 (collective...
10.(1) Section 107 of the Financial Services Act 1986 (appointment...
11.After section 107 of the Financial Services Act 1986 insert—...
12.(1) Section 114 of the Financial Services Act 1986 (power...
13.(1) Section 115 of the Financial Services Act 1986 (resumption...
14.(1) Section 119 of the Financial Services Act 1986 (competition...
15.(1) Section 121 of the Financial Services Act 1986 (competition...
16.(1) Section 122 of the Financial Services Act 1986 (reports...
17.(1) Section 124 of the Financial Services Act 1986 (matters...
18.For section 205 of the Financial Services Act 1986 (regulations,...
19.In section 206(1) of the Financial Services Act 1986 (publication...
20.In Schedule 2 to the Financial Services Act 1986 (requirements...
21.In Schedule 3 to the Financial Services Act 1986 (requirements...
22.In Schedule 7 to the Financial Services Act 1986 (qualifications...
23.(1) Schedule 8 to the Financial Services Act 1986 (principles...
24.(1) Schedule 9 to the Financial Services Act 1986 (designated...
25.(1) Schedule 10 to the Financial Services Act 1986 (application...
Part II Amendments Relating to Friendly Societies
26.Schedule 11 to the Financial Services Act 1986 (friendly societies)...
27.In paragraph 3(2) (competition scrutiny: recognition of self-regulating organisation for...
28.(1) Paragraph 4 (requirements for recognition of self-regulating organisation for...
30.(1) Paragraph 10 (competition scrutiny: circumstances in which powers are...
31.In paragraph 13, for “Paragraphs 14 to 25” substitute “Paragraphs...
32.Before paragraph 14 and after the heading “Conduct of investment...
33.(1) Paragraph 14 (conduct of business rules) is amended as...
34.(1) Paragraph 19 (clients’ money regulations) is amended as follows....
36.After paragraph 22 (and after the paragraph inserted by section...
37.For paragraph 29 (transfer of functions of making rules or...
38.In paragraph 30(2), for “rules or regulations made” substitute “statements...
39.In paragraph 31(6)(c), for “as if the reference to section...
41.In paragraph 36 (competition scrutiny: transferee bodies) in sub-paragraphs (1)...
42.In paragraph 38(1) (publication of information and advice)—
43.In paragraph 45— (a) in sub-paragraph (1) for “make regulations,...
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