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- Point in Time (08/11/2006)
- Original (As enacted)
Companies Act 2006 is up to date with all changes known to be in force on or before 25 November 2024. There are changes that may be brought into force at a future date.
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Part 3 A company's constitution
Chapter 3 Resolutions and agreements affecting a company's constitution
Chapter 2 Indications of company type or legal form
Inappropriate use of indications of company type or legal form
Chapter 3 Similarity to other names
Part 7 Re-registration as a means of altering a company's status
Chapter 4 Prohibition on subsidiary being member of its holding company
Chapter 3 Declaration of interest in existing transaction or arrangement
Chapter 4 Transactions with directors requiring approval of members
Substantial property transactions
190.Substantial property transactions: requirement of members' approval
192.Exception for transactions with members or other group companies
193.Exception in case of company in winding up or administration
194.Exception for transactions on recognised investment exchange
195.Property transactions: civil consequences of contravention
Loans, quasi-loans and credit transactions
198.Quasi-loans to directors: requirement of members' approval
200.Loans or quasi-loans to persons connected with directors: requirement of members' approval
206.Exception for expenditure in connection with regulatory action or investigation
212.The person for whom a transaction or arrangement is entered into
223.Transactions requiring members' approval: application of provisions to shadow directors
224.Approval by written resolution: accidental failure to send memorandum
225.Cases where approval is required under more than one provision
226.Requirement of consent of Charity Commission: companies that are charities
Chapter 8 Directors' residential addresses: protection from disclosure
Provisions applying to private companies with a secretary and to public companies
Part 13 Resolutions and meetings
Chapter 4 Public companies: additional requirements for AGMs
338.Public companies: members' power to require circulation of resolutions for AGMs
338A.Traded companies: members' power to include other matters in business dealt with at AGM
339.Public companies: company's duty to circulate members' resolutions for AGMs
340.Public companies: expenses of circulating members' resolutions for AGM
340A.Traded companies: duty to circulate members' matters for AGM
340B.Traded companies: expenses of circulating members' matters to be dealt with at AGM
Part 14 Control of political donations and expenditure
Chapter 8 Public companies: laying of accounts and reports before general meeting
Chapter 9 Quoted companies: members' approval of directors' remuneration report
Chapter 10 Filing of accounts and reports
Filing obligations of different descriptions of company
444.Filing obligations of companies subject to small companies regime
444A.Filing obligations of companies entitled to small companies exemption in relation to directors' report
448.Unlimited companies exempt from obligation to file accounts
448A.Dormant subsidiaries exempt from obligation to file accounts
448B.Companies excluded from the dormant subsidiaries exemption
448C.Dormant subsidiaries filing exemption: parent undertaking declaration of guarantee
Chapter 11 Revision of defective accounts and reports
Chapter 1 Requirement for audited accounts
Chapter 2 Appointment of auditors
Chapter 5 Quoted companies: right of members to raise audit concerns at accounts meeting
Part 17 A company's share capital
Chapter 2 Allotment of shares: general provisions
Chapter 3 Allotment of equity securities: existing shareholders' right of pre-emption
Disapplication of pre-emption rights
569.Disapplication of pre-emption rights: private company with only one class of shares
570.Disapplication of pre-emption rights: directors acting under general authorisation
571.Disapplication of pre-emption rights by special resolution
573.Disapplication of pre-emption rights: sale of treasury shares
Chapter 4 Public companies: allotment where issue not fully subscribed
Chapter 6 Public companies: independent valuation of non-cash consideration
Transfer of non-cash asset in initial period
598.Public company: agreement for transfer of non-cash asset in initial period
599.Agreement for transfer of non-cash asset: requirement of independent valuation
600.Agreement for transfer of non-cash asset: requirements as to valuation and report
601.Agreement for transfer of non-cash asset: requirement of approval by members
603.Adaptation of provisions in relation to company re-registering as public
604.Agreement for transfer of non-cash asset: effect of contravention
Chapter 9 Classes of share and class rights
630.Variation of class rights: companies having a share capital
631.Variation of class rights: companies without a share capital
632.Variation of class rights: saving for court's powers under other provisions
633.Right to object to variation: companies having a share capital
634.Right to object to variation: companies without a share capital
Part 18 Acquisition by limited company of its own shares
Shares held by or for public company
662.Duty to cancel shares in public company held by or for the company
664.Re-registration as private company in consequence of cancellation
665.Issue of certificate of incorporation on re-registration
667.Offence in case of failure to cancel shares or re-register
668.Application of provisions to company re-registering as public company
669.Transfer to reserve on acquisition of shares by public company or nominee
Chapter 2 Financial assistance for purchase of own shares
Chapter 4 Purchase of own shares
Authority for off-market purchase
695.Resolution authorising off-market purchase: exercise of voting rights
696.Resolution authorising off-market purchase: disclosure of details of contract
698.Resolution authorising variation: exercise of voting rights
699.Resolution authorising variation: disclosure of details of variation
700.Release of company's rights under contract for off-market purchase
Chapter 5 Redemption or purchase by private company out of capital
Requirements for payment out of capital: employees' share schemes
744.Register of debenture holders: right to inspect and require copy
745.Register of debenture holders: response to request for inspection or copy
746.Register of debenture holders: refusal of inspection or default in providing copy
747.Register of debenture holders: offences in connection with request for or disclosure of information
Part 20 Private and public companies
Chapter 2 Minimum share capital requirement for public companies
Part 22 Information about interests in a company's shares
Register of interests disclosed
812.Court supervision of purpose for which rights may be exercised
813.Register of interests disclosed: refusal of inspection or default in providing copy
814.Register of interests disclosed: offences in connection with request for or disclosure of information
817.Removal of entries from register: incorrect entry relating to third party
818.Adjustment of entry relating to share acquisition agreement
Part 24 A company's annual return
856.Contents of annual return: information about share capital and shareholders
856A.Contents of annual return: information about shareholders: non-traded companies
856B.Contents of annual return: information about shareholders: traded companies
857.Contents of annual return: power to make further provision by regulations
Part 26 Arrangements and reconstructions
Part 27 Mergers and divisions of public companies
Exceptions where shares of transferor company held by transferee company
Requirements to be complied with in case of division
921A.Publication of draft terms on company website (division)
922.Approval of members of companies involved in the division
927.Report on material changes of assets of transferor company (division)
928.Approval of articles of new transferee company (division)
929.Protection of holders of securities to which special rights attached (division)
930.No allotment of shares to transferor company or its nominee (division)
Exceptions where shares of transferor company held by transferee company
Chapter 4 Supplementary provisions
Part 30 Protection of members against unfair prejudice
Part 31 Dissolution and restoration to the register
1004.Circumstances in which application not to be made: activities of company
1005.Circumstances in which application not to be made: other proceedings not concluded
1006.Copy of application to be given to members, employees, etc
1007.Copy of application to be given to new members, employees, etc
1008.Copy of application: provisions as to service of documents
Chapter 3 Restoration to the register
Part 35 The registrar of companies
Scheme of this Part Scheme of this Part (1) The scheme of this Part is as follows.
Part 37 Companies: supplementary provisions
Part 38 Companies: interpretation
Part 39 Companies: minor amendments
1175.Removal of special provisions about accounts and audit of charitable companies
1176.Power of Secretary of State to bring civil proceedings on company's behalf
1178.Repeal of requirement that certain companies publish periodical statement
1179.Repeal of requirement that Secretary of State prepare annual report
1181.Access to constitutional documents of RTE and RTM companies
Chapter 2 Individuals and firms
Chapter 5 Registered third country auditors
Part 43 Transparency obligations and related matters
Part 46 General supplementary provisions
Companies Act 2006
Connected persons: references to an interest in shares or debentures
Specified persons, descriptions of disclosures etc for the purposes of section 948
Part 2 Specified descriptions of disclosures
13.A disclosure for the purpose of enabling or assisting a...
14.A disclosure for the purpose of enabling or assisting an...
14A.A disclosure for the purpose of enabling or assisting an...
15.A disclosure for the purpose of enabling or assisting a...
16.A disclosure for the purpose of enabling or assisting a...
17.A disclosure for the purpose of enabling or assisting a...
18.A disclosure for the purpose of enabling or assisting a...
19.A disclosure for the purpose of enabling or assisting the...
20.A disclosure for the purpose of enabling or assisting a...
21.A disclosure for the purpose of enabling or assisting a...
22.A disclosure for the purpose of enabling or assisting a...
22A.A disclosure for the purpose of enabling or assisting a...
23.A disclosure for the purpose of enabling or assisting the...
24.A disclosure for the purpose of enabling or assisting a...
25.A disclosure for the purpose of enabling or assisting the...
25A.A disclosure for the purpose of enabling or assisting the...
25B.A disclosure for the purpose of enabling or assisting an...
26.A disclosure for the purpose of enabling or assisting the...
27.A disclosure for the purpose of enabling or assisting the...
27A.A disclosure for the purpose of enabling or assisting the...
28.A disclosure for the purpose of enabling or assisting a...
29.A disclosure for the purpose of enabling or assisting the...
30.A disclosure for the purpose of enabling or assisting the...
32.A disclosure for the purpose of enabling or assisting the...
32A.A disclosure for the purpose of enabling or assisting the...
33.A disclosure for the purpose of enabling or assisting organs...
34.A disclosure for the purpose of enabling or assisting the...
35.A disclosure for the purpose of enabling or assisting the...
37.A disclosure for the purpose of enabling or assisting an...
38.A disclosure for the purpose of enabling or assisting the...
39.A disclosure for the purpose of enabling or assisting the...
40.A disclosure for the purpose of enabling or assisting the...
41.A disclosure by the National Lottery Commission to the National...
42.A disclosure for the purpose of enabling or assisting a...
43.A disclosure for the purpose of enabling or assisting an...
44.A disclosure for the purpose of enabling or assisting an...
45.A disclosure for the purpose of enabling or assisting a...
46.A disclosure for the purpose of enabling or assisting the...
47.A disclosure for the purpose of enabling or assisting the...
48.A disclosure for the purpose of enabling or assisting a...
48A.A disclosure for the purpose of enabling or assisting the...
49.A disclosure for the purpose of enabling or assisting a...
50.A disclosure for the purpose of enabling or assisting a...
51.A disclosure for the purpose of enabling or assisting a...
53.A disclosure for the purpose of enabling or assisting a...
54.A disclosure for the purpose of enabling or assisting a...
55.A disclosure for the purpose of enabling or assisting an...
55A.A disclosure for the purpose of enabling or assisting an...
56.A disclosure for the purpose of enabling or assisting the...
57.A disclosure for the purpose of enabling or assisting a...
58.A disclosure for the purpose of enabling or assisting an...
59.A disclosure for the purpose of enabling or assisting the...
61.A disclosure for the purpose of enabling or assisting a...
64.A disclosure for the purposes of proceedings before the Financial...
65.A disclosure for the purposes of proceedings before the Pensions...
66.A disclosure for the purpose of enabling or assisting a...
Amendments of remaining provisions of the Companies Act 1985 relating to offences
Obstruction of rights conferred by a warrant or failure to comply with requirement under section 448
Wrongful disclosure of information to which section 449 applies
Provision of false information in purported compliance with section 447
Obstruction of inspector, etc exercising power to enter and remain on premises
Documents and information sent or supplied to a company
Parent and subsidiary undertakings: supplementary provisions
Removal of special provisions about accounts and audit of charitable companies
Part 1 The Companies Act 1985 (c. 6)
1.In section 240 (requirements in connection with publication of accounts)—...
2.In section 245 (voluntary revision of annual accounts or directors'...
3.In section 249A (exemptions from audit)— (a) omit subsections (2),...
5.Omit section 249C (report required for purposes of section 249A(2))....
7.In section 249E (effect of exemptions) omit subsection (2).
8.In section 262A (index of defined expressions) omit the entry...
Part 2 The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)
9.In Article 248 (requirements in connection with publication of accounts)—...
10.In Article 253 (voluntary revision of annual accounts or directors'...
11.In Article 257A (exemptions from audit)— (a) omit paragraphs (2),...
13.Omit Article 257C (report required for purposes of Article 257A(2)....
15.In Article 257E (effect of exemptions) omit paragraph (2).
16.In Article 270A (index of defined expressions) omit the entry...
Part 1 Grant and revocation of recognition of a supervisory body
Part 3 Arrangements in which recognised supervisory bodies are required to participate
Arrangements for setting standards relating to professional integrity and independence
Arrangements for setting standards relating to public interest entity reporting requirements
Arrangements for setting standards relating to public interest entity independence requirements
Arrangements for independent monitoring of audits of listed companies and other major bodies
Arrangements for independent monitoring of third country audits
Arrangements for independent investigation for disciplinary purposes of public interest cases
Supplementary: arrangements to operate independently of body
Specified persons, descriptions, disclosures etc for the purposes of section 1224A
PART 2 Specified descriptions of disclosures
18.A disclosure for the purpose of enabling or assisting a...
19.A disclosure for the purpose of enabling or assisting an...
20.A disclosure for the purpose of enabling or assisting a...
21.A disclosure for the purpose of enabling or assisting a...
22.A disclosure for the purpose of enabling or assisting a...
23.A disclosure for the purpose of enabling or assisting a...
24.A disclosure for the purpose of enabling or assisting the...
25.A disclosure for the purpose of enabling or assisting a...
26.A disclosure for the purpose of enabling or assisting a...
27.A disclosure for the purpose of enabling or assisting a...
28.A disclosure for the purpose of enabling or assisting the...
29.A disclosure for the purpose of enabling or assisting a...
30.A disclosure for the purpose of enabling or assisting the...
31.A disclosure for the purpose of enabling or assisting the...
32.A disclosure for the purpose of enabling or assisting the...
33.A disclosure for the purpose of enabling or assisting a...
34.A disclosure for the purpose of enabling or assisting the...
35.A disclosure for the purpose of enabling or assisting the...
37.A disclosure for the purpose of enabling or assisting the...
38.A disclosure for the purpose of enabling or assisting organs...
39.A disclosure for the purpose of enabling or assisting the...
40.A disclosure for the purpose of enabling or assisting the...
42.A disclosure for the purpose of enabling or assisting an...
43.A disclosure for the purpose of enabling or assisting the...
44.A disclosure for the purpose of enabling or assisting the...
45.A disclosure for the purpose of enabling or assisting the...
46.A disclosure for the purpose of enabling or assisting the...
47.A disclosure by the National Lottery Commission to the National...
48.A disclosure for the purpose of enabling or assisting a...
49.A disclosure for the purpose of enabling or assisting an...
50.A disclosure for the purpose of enabling or assisting an...
51.A disclosure for the purpose of enabling or assisting a...
52.A disclosure for the purpose of enabling or assisting the...
53.A disclosure for the purpose of enabling or assisting the...
54.A disclosure for the purpose of enabling or assisting a...
55.A disclosure for the purpose of enabling or assisting a...
56.A disclosure for the purpose of enabling or assisting a...
57.A disclosure for the purpose of enabling or assisting a...
59.A disclosure for the purpose of enabling or assisting a...
60.A disclosure for the purpose of enabling or assisting a...
61.A disclosure for the purpose of making available to an...
62.A disclosure for the purpose of making available to the...
63.A disclosure for the purpose of enabling or assisting an...
64.A disclosure for the purpose of enabling or assisting the...
65.A disclosure for the purpose of enabling or assisting a...
66.A disclosure for the purpose of enabling or assisting an...
67.A disclosure for the purpose of enabling or assisting the...
69.A disclosure for the purpose of enabling or assisting a...
72.A disclosure for the purposes of proceedings before the Financial...
73.A disclosure for the purposes of proceedings before the Pensions...
74.A disclosure for the purpose of enabling or assisting a...
Arrangements in which registered third country auditors are required to participate
Supplementary provisions with respect to delegation order
Transparency obligations and related matters: minor and consequential amendments
Part 1 Amendments of the Financial Services and Markets Act 2000
2.In section 73 (general duty of competent authority), after subsection...
3.In section 73A (Part 6 Rules), after subsection (5) insert—...
4.For the cross-heading before section 90 substitute “ Compensation for...
5.For the heading to section 90 substitute “ Compensation for...
7.In section 96B (persons discharging managerial responsibilities and connected persons)—...
8.In section 97(1) (appointment by the competent authority of persons...
10.(1) Section 102A (meaning of “securities” etc) is amended as...
11.(1) Section 103(1) (interpretation of Part 6) is amended as...
12.In section 429(2) (Parliamentary control of statutory instruments: affirmative procedure)...
Part 2 Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004
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