Companies (Audit, Investigations and Community Enterprise) Act 2004

1. Introductory Text

2. Part 1 Auditors, accounts, directors' liabilities and investigations

   1. Chapter 1 Auditors

      1. Recognised supervisory bodies

         1. 1. Additional requirements for recognition of supervisory bodies

         2. 2. Arrangements to which additional requirements for recognition relate

      2. Delegation of Secretary of State’s functions in relation to auditors

         1. 3. Delegation of functions by Secretary of State to new or existing body

         2. 4. Circumstances in which Secretary of State may delegate functions to existing body

         3. 5. Supplementary provisions about delegation orders

      3. Auditors' qualifications

         1. 6. Approval of overseas qualifications for auditors

      4. Services provided by auditors

         1. 7. Disclosure of services provided by auditors and related remuneration

   2. Chapter 2 Accounts and reports

      1. Auditing of accounts

         1. 8. Auditors' rights to information

         2. 9. Statement in directors' report as to disclosure of information to auditors

      2. Defective accounts

         1. 10. Persons authorised to apply to court in connection with defective accounts

         2. 11. Disclosure of tax information by Inland Revenue to facilitate application for declaration that accounts are defective

         3. 12. Power of person authorised to require documents, information and explanations

      3. Directors' reports

         1. 13. Power to specify bodies who may issue reporting standards

      4. Supervision of accounts and reports

         1. 14. Supervision of periodic accounts and reports of issuers of listed securities

         2. 15. Application of provisions inserted by sections 11 and 12 to bodies appointed under section 14

      5. Bodies concerned with accounting standards etc.

         1. 16. Grants to bodies concerned with accounting standards etc.

         2. 17. Levy to pay expenses of bodies concerned with accounting standards etc.

         3. 18. Exemption from liability

   3. Chapter 3 Directors' liabilities

      1. 19. Relaxation of prohibition on provisions protecting directors etc. from liability

      2. 20. Funding of director’s expenditure on defending proceedings

   4. Chapter 4 Investigations

      1. 21. Power to require documents and information

      2. 22. Protection in relation to certain disclosures

      3. 23. Power to enter and remain on premises

      4. 24. Failure to comply with certain requirements

   5. Chapter 5 Supplementary

      1. 25. Minor and consequential amendments

3. Part 2 Community interest companies

   1. Introductory

      1. 26. Community interest companies

      2. 27. Regulator

      3. 28. Appeal Officer

      4. 29. Official Property Holder

   2. Requirements

      1. 30. Cap on distributions and interest

      2. 31. Distribution of assets on winding up

      3. 32. Memorandum and articles

      4. 33. Names

      5. 34. Community interest company reports

      6. 35. Community interest test and excluded companies

   3. Becoming a community interest company

      1. 36. New companies

      2. 37. Existing companies: requirements

      3. 38. Existing companies: decisions etc.

      4. 39. Existing companies: charities

      5. 40. Existing companies: Scottish charities

   4. Supervision by Regulator

      1. 41. Conditions for exercise of supervisory powers

      2. 42. Investigation

      3. 43. Audit

      4. 44. Civil proceedings

      5. 45. Appointment of director

      6. 46. Removal of director

      7. 47. Appointment of manager

      8. 48. Property

      9. 49. Transfer of shares etc.

      10. 50. Petition for winding up

      11. 51. Dissolution and striking off

   5. Change of status

      1. 52. Re-registration

      2. 53. Ceasing to be a community interest company

      3. 54. Becoming a charity or a Scottish charity: requirements

      4. 55. Becoming a charity or a Scottish charity: decisions etc.

      5. 56. Becoming an industrial and provident society

   6. Supplementary

      1. 57. Fees

      2. 58. Extension of provisions about registrar etc.

      3. 59. Information

      4. 60. Offences

      5. 61. Orders made by Regulator

      6. 62. Regulations

      7. 63. Interpretation

4. Part 3 Supplementary

   1. 64. Repeals and revocations

   2. 65. Commencement etc.

   3. 66. Extent

   4. 67. Short title

5. SCHEDULES

   1. SCHEDULE 1

      New Schedule 7B to the Companies Act 1985

      1. In the Companies Act 1985 (c. 6), after Schedule 7A...

   2. SCHEDULE 2

      Minor and consequential amendments relating to Part 1

      1. Part 1 Amendments relating to auditors

         1. Companies Act 1989 (c. 40)

            1. 1. The Companies Act 1989 has effect subject to the following...

            2. 2. In section 30(5), for “Parts I and II” substitute “...

            3. 3. In the following provisions, for “established” substitute “ designated ”...

         2. Companies (Northern Ireland) Order 1990 (S.I. 1990/593(N.I. 5))

            1. 4. In the Companies (Northern Ireland) Order 1990, omit Article 49...

      2. Part 2 Amendments relating to accounts and reports

         1. Companies Act 1985 (c. 6)

            1. 5. The Companies Act 1985 has effect subject to the following...

            2. 6. In section 249E(2)(d) (rights to information)— (a) for “section 389A(1)...

            3. 7. In section 732(1) and (2)(a) (prosecution by public authorities), after...

            4. 8. In section 733(1) (offences by body corporate), after “216(3)” insert...

            5. 9. In section 734(1) (criminal proceedings against unincorporated bodies)—

            6. 10. (1) Schedule 24 (punishment of offences) is amended as follows....

         2. Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6))

            1. 11. The Companies (Northern Ireland) Order 1986 has effect subject to...

            2. 12. In Article 680(1) and (2)(a) (prosecution by public authorities), after...

            3. 13. In Article 680A(1) (offences by bodies corporate), after “224(3),” insert...

            4. 14. In Article 680B(1) (criminal proceedings against unincorporated bodies), after “Articles”...

            5. 15. In Schedule 23 (punishment of offences), after the entry relating...

      3. Part 3 Amendments relating to investigations

         1. Companies Act 1985 (c. 6)

            1. 16. The Companies Act 1985 has effect subject to the following...

            2. 17. After section 447 insert— Information provided: evidence (1) A statement made by a person in compliance with...

            3. 18. For section 449 substitute— Provision for security of information obtained...

            4. 19. For section 451 substitute— Punishment for furnishing false information (1) A person commits an offence if in purported compliance...

            5. 20. (1) Section 451A (disclosure of certain information) is amended as...

            6. 21. In section 452— (a) for subsection (1) substitute—

            7. 22. In section 732 (prosecution by public authorities)—

            8. 23. In section 733 (offences by bodies corporate)—

            9. 24. In section 734(1) (criminal proceedings against unincorporated bodies), for “447...

            10. 25. After Schedule 15B insert— SCHEDULE 15C Specified persons Section 449...

            11. 26. (1) Schedule 24 (punishment of offences) is amended as follows....

         2. Insolvency Act 1986 (c. 45)

            1. 27. In section 124A(1)(a) of the Insolvency Act 1986 (petition for...

         3. Company Directors Disqualification Act 1986 (c. 46)

            1. 28. In section 8(1A)(b)(i) of the Company Directors Disqualification Act 1986...

         4. Companies Act 1989 (c. 40)

            1. 29. In the table in section 87(4) of the Companies Act...

         5. Criminal Justice and Police Act 2001 (c. 16)

            1. 30. In paragraph 17 of Schedule 2 to the Criminal Justice...

         6. Anti-terrorism, Crime and Security Act 2001 (c. 24)

            1. 31. In paragraph 24 of Schedule 4 to the Anti-terrorism, Crime...

   3. SCHEDULE 3

      Regulator of Community Interest Companies

      1. Regulator’s terms of appointment

         1. 1. (1) The period for which a person is appointed as...

      2. Remuneration and pensions

         1. 2. (1) The Secretary of State may pay remuneration and travelling...

      3. Staff

         1. 3. (1) The Regulator may, after consulting the Minister for the...

         2. 4. The Chief Charity Commissioner may make available to the Regulator,...

      4. Delegation of functions

         1. 5. Anything which the Regulator is authorised or required to do...

      5. Finance

         1. 6. The Secretary of State may make payments to the Regulator....

      6. Reports and other information

         1. 7. (1) The Regulator must, in respect of each financial year,...

      7. Amendments

         1. 8. In Schedule 2 to the Parliamentary Commissioner Act 1967 (c....

         2. 9. In Part 3 of Schedule 1 to the House of...

   4. SCHEDULE 4

      Appeal Officer for Community Interest Companies

      1. Appeal Officer’s terms of appointment

         1. 1. (1) The Appeal Officer holds office for the period determined...

      2. Remuneration and pensions

         1. 2. (1) The Secretary of State may pay remuneration and travelling...

      3. Finance

         1. 3. The Secretary of State may make payments to the Appeal...

      4. Procedure

         1. 4. (1) Regulations may make provision about the practice and procedure...

      5. Amendments

         1. 5. In Schedule 2 to the Parliamentary Commissioner Act 1967 (c....

         2. 6. In Part 3 of Schedule 1 to the House of...

   5. SCHEDULE 5

      Official Property Holder for Community Interest Companies

      1. Status

         1. 1. (1) The Official Property Holder is a corporation sole.

      2. Relationship with Regulator

         1. 2. The Regulator must make available to the Official Property Holder...

      3. Effect of vacancy

         1. 3. The Regulator must appoint a member of the Regulator’s staff...

      4. Property

         1. 4. (1) The Official Property Holder holds property vested in or...

      5. Finance

         1. 5. (1) The Official Property Holder may recover his expenses in...

      6. Reports

         1. 6. (1) As soon as possible after the end of each...

   6. SCHEDULE 6

      Community interest companies: names

      1. Companies Act 1985 (c. 6)

         1. 1. The Companies Act 1985 has effect subject to the following...

         2. 2. (1) Section 26 (prohibition on registration of certain names) is...

         3. 3. In section 27(4) (alternatives of statutory designations), after paragraph (d)...

         4. 4. In section 30(7) (further exemptions for company exempt from using...

         5. 5. In section 33(1) (person who is not a public company...

         6. 6. After section 34 insert— Penalty for improper use of “community...

         7. 7. In section 43(2)(b) (re-registration of private company as public: alteration...

         8. 8. In section 351(1)(d) (particulars in correspondence to indicate that a...

         9. 9. (1) Schedule 24 (punishment of offences) is amended as follows....

      2. Limited Liability Partnerships Act 2000 (c. 12)

         1. 10. In paragraph 8(2) of the Schedule to the Limited Liability...

   7. SCHEDULE 7

      Community interest companies: investigations

      1. Power to require documents and information

         1. 1. (1) The investigator of a community interest company may require...

      2. Privileged information

         1. 2. (1) Nothing in paragraph 1 requires a person to produce...

      3. Use of information as evidence

         1. 3. (1) A statement made by a person in compliance with...

      4. Failure to comply with requirement

         1. 4. (1) This paragraph applies if a person fails to comply...

      5. False information

         1. 5. (1) A person commits an offence if in purported compliance...

   8. SCHEDULE 8

      Repeals and revocations