Companies Act 2006

Part 1General introductory provisions

Companies and Companies Acts

2The Companies Acts

Types of company

3Limited and unlimited companies

4Private and public companies

5Companies limited by guarantee and having share capital

6Community interest companies

Part 2Company formation

7Method of forming company

8Memorandum of association

Requirements for registration

9Registration documents

10Statement of capital and initial shareholdings

11Statement of guarantee

12Statement of proposed officers

12AStatement of initial significant control

13Statement of compliance

Registration and its effect

15Issue of certificate of incorporation

16Effect of registration

Part 3A company's constitution

Chapter 1Introductory

17A company's constitution

Chapter 2Articles of association

18Articles of association

19Power of Secretary of State to prescribe model articles

20Default application of model articles

Alteration of articles

21Amendment of articles

22Entrenched provisions of the articles

23Notice to registrar of existence of restriction on amendment of articles

24Statement of compliance where amendment of articles restricted

25Effect of alteration of articles on company's members

26Registrar to be sent copy of amended articles

27Registrar's notice to comply in case of failure with respect to amended articles

Supplementary

28Existing companies: provisions of memorandum treated as provisions of articles

Chapter 3Resolutions and agreements affecting a company's constitution

29Resolutions and agreements affecting a company's constitution

30Copies of resolutions or agreements to be forwarded to registrar

Chapter 4Miscellaneous and supplementary provisions

Statement of company's objects

31Statement of company's objects

Other provisions with respect to a company's constitution

32Constitutional documents to be provided to members

33Effect of company's constitution

34Notice to registrar where company's constitution altered by enactment

35Notice to registrar where company's constitution altered by order

36Documents to be incorporated in or accompany copies of articles issued by company

Supplementary provisions

37Right to participate in profits otherwise than as member void

38Application to single member companies of enactments and rules of law

Part 4A company's capacity and related matters

Capacity of company and power of directors to bind it

39A company's capacity

40Power of directors to bind the company

41Constitutional limitations: transactions involving directors or their associates

42Constitutional limitations: companies that are charities

Formalities of doing business under the law of England and Wales or Northern Ireland

43Company contracts

44Execution of documents

46Execution of deeds

47Execution of deeds or other documents by attorney

Formalities of doing business under the law of Scotland

48Execution of documents by companies

Other matters

49Official seal for use abroad

50Official seal for share certificates etc

51Pre-incorporation contracts, deeds and obligations

52Bills of exchange and promissory notes

Part 5A company's name

Chapter 1General requirements

Prohibited names

53Prohibited names

Sensitive words and expressions

54Names suggesting connection with government or public authority

55Other sensitive words or expressions

56Duty to seek comments of government department or other specified body

Permitted characters etc

57Permitted characters etc

Chapter 2Indications of company type or legal form

Required indications for limited companies

58Public limited companies

59Private limited companies

60Exemption from requirement as to use of “limited”

61Continuation of existing exemption: companies limited by shares

62Continuation of existing exemption: companies limited by guarantee

63Exempt company: restriction on amendment of articles

64Power to direct change of name in case of company ceasing to be entitled to exemption

Inappropriate use of indications of company type or legal form

65Inappropriate use of indications of company type or legal form

Chapter 3Similarity to other names

Similarity to other name on registrar's index

66Name not to be the same as another in the index

67Power to direct change of name in case of similarity to existing name

68Direction to change name: supplementary provisions

Similarity to other name in which person has goodwill

69Objection to company's registered name

70Company names adjudicators

71Procedural rules

72Decision of adjudicator to be made available to public

73Order requiring name to be changed

74Appeal from adjudicator's decision

Chapter 4Other powers of the Secretary of State

75Provision of misleading information etc

76Misleading indication of activities

Chapter 5Change of name

77Change of name

78Change of name by special resolution

79Change of name by means provided for in company's articles

80Change of name: registration and issue of new certificate of incorporation

81Change of name: effect

Chapter 6Trading disclosures

82Requirement to disclose company name etc

83Civil consequences of failure to make required disclosure

84Criminal consequences of failure to make required disclosures

85Minor variations in form of name to be left out of account

Part 6A company's registered office

86A company's registered office

87Change of address of registered office

Welsh companies

88Welsh companies

Part 7Re-registration as a means of altering a company's status

89Alteration of status by re-registration

Private company becoming public

90Re-registration of private company as public

91Requirements as to share capital

92Requirements as to net assets

93Recent allotment of shares for non-cash consideration

94Application and accompanying documents

95Statement of proposed secretary

96Issue of certificate of incorporation on re-registration

Public company becoming private

97Re-registration of public company as private limited company

98Application to court to cancel resolution

99Notice to registrar of court application or order

100Application and accompanying documents

101Issue of certificate of incorporation on re-registration

Private limited company becoming unlimited

102Re-registration of private limited company as unlimited

103Application and accompanying documents

104Issue of certificate of incorporation on re-registration

Unlimited private company becoming limited

105Re-registration of unlimited company as limited

106Application and accompanying documents

107Issue of certificate of incorporation on re-registration

108Statement of capital required where company already has share capital

Public company becoming private and unlimited

109Re-registration of public company as private and unlimited

110Application and accompanying documents

111Issue of certificate of incorporation on re-registration

Part 8A company's members

Chapter 1The members of a company

112The members of a company

Chapter 2Register of members

112AAlternative method of record-keeping

113Register of members

114Register to be kept available for inspection

115Index of members

116Rights to inspect and require copies

117Register of members: response to request for inspection or copy

118Register of members: refusal of inspection or default in providing copy

119Register of members: offences in connection with request for or disclosure of information

120Information as to state of register and index

121Removal of entries relating to former members

Special cases

122Share warrants

123Single member companies

124Company holding its own shares as treasury shares

Supplementary

125Power of court to rectify register

126Trusts not to be entered on register

127Register to be evidence

128Time limit for claims arising from entry in register

CHAPTER 2AOption to keep information on central register

128AIntroduction

128BRight to make an election

128CEffective date of election

128DEffect of election on obligations under Chapter 2

128EDuty to notify registrar of changes

128FInformation as to state of central register

128GPower of court to order company to remedy default or delay

128HCentral register to be evidence

128ITime limits for claims arising from delivery to registrar

128JWithdrawing the election

128KPower to extend option to public companies

Chapter 3Overseas branch registers

129Overseas branch registers

130Notice of opening of overseas branch register

131Keeping of overseas branch register

132Register or duplicate to be kept available for inspection in UK

133Transactions in shares registered in overseas branch register

134Jurisdiction of local courts

135Discontinuance of overseas branch register

Chapter 4Prohibition on subsidiary being member of its holding company

General prohibition

136Prohibition on subsidiary being a member of its holding company

137Shares acquired before prohibition became applicable

Subsidiary acting as personal representative or trustee

138Subsidiary acting as personal representative or trustee

139Interests to be disregarded: residual interest under pension scheme or employees' share scheme

140Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme

Subsidiary acting as dealer in securities

141Subsidiary acting as authorised dealer in securities

142Protection of third parties in other cases where subsidiary acting as dealer in securities

Supplementary

143Application of provisions to companies not limited by shares

144Application of provisions to nominees

Part 9Exercise of members' rights

Effect of provisions in company's articles

145Effect of provisions of articles as to enjoyment or exercise of members' rights

Information rights

146Traded companies: nomination of persons to enjoy information rights

147Information rights: form in which copies to be provided

148Termination or suspension of nomination

149Information as to possible rights in relation to voting

150Information rights: status of rights

151Information rights: power to amend

Exercise of rights where shares held on behalf of others

152Exercise of rights where shares held on behalf of others: exercise in different ways

153Exercise of rights where shares held on behalf of others: members' requests

Part 10A company's directors

Chapter 1Appointment and removal of directors

Requirement to have directors

154Companies required to have directors

155Companies required to have at least one director who is a natural person

156Direction requiring company to make appointment

157Minimum age for appointment as director

158Power to provide for exceptions from minimum age requirement

159Existing under-age directors

160Appointment of directors of public company to be voted on individually

161Validity of acts of directors

Register of directors, etc

161AAlternative method of record-keeping

162Register of directors

163Particulars of directors to be registered: individuals

164Particulars of directors to be registered: corporate directors and firms

165Register of directors' residential addresses

166Particulars of directors to be registered: power to make regulations

167Duty to notify registrar of changes

Option to keep information on the central register

167ARight to make an election

167BEffective date of election

167CEffect of election on obligations under sections 162 to 167

167DDuty to notify registrar of changes

167EWithdrawing the election

167FPower to extend option to public companies

168Resolution to remove director

169Director's right to protest against removal

Chapter 2General duties of directors

170Scope and nature of general duties

The general duties

171Duty to act within powers

172Duty to promote the success of the company

173Duty to exercise independent judgment

174Duty to exercise reasonable care, skill and diligence

175Duty to avoid conflicts of interest

176Duty not to accept benefits from third parties

177Duty to declare interest in proposed transaction or arrangement

Supplementary provisions

178Civil consequences of breach of general duties

179Cases within more than one of the general duties

180Consent, approval or authorisation by members

181Modification of provisions in relation to charitable companies

Chapter 3Declaration of interest in existing transaction or arrangement

182Declaration of interest in existing transaction or arrangement

183Offence of failure to declare interest

184Declaration made by notice in writing

185General notice treated as sufficient declaration

186Declaration of interest in case of company with sole director

187Declaration of interest in existing transaction by shadow director

Chapter 4Transactions with directors requiring approval of members

Service contracts

188Directors' long-term service contracts: requirement of members' approval

189Directors' long-term service contracts: civil consequences of contravention

Substantial property transactions

190Substantial property transactions: requirement of members' approval

191Meaning of “substantial”

192Exception for transactions with members or other group companies

193Exception in case of company in winding up or administration

194Exception for transactions on recognised investment exchange

195Property transactions: civil consequences of contravention

196Property transactions: effect of subsequent affirmation

Loans, quasi-loans and credit transactions

197Loans to directors: requirement of members' approval

198Quasi-loans to directors: requirement of members' approval

199Meaning of “quasi-loan” and related expressions

200Loans or quasi-loans to persons connected with directors: requirement of members' approval

201Credit transactions: requirement of members' approval

202Meaning of “credit transaction”

203Related arrangements: requirement of members' approval

204Exception for expenditure on company business

205Exception for expenditure on defending proceedings etc

206Exception for expenditure in connection with regulatory action or investigation

207Exceptions for minor and business transactions

208Exceptions for intra-group transactions

209Exceptions for money-lending companies

210Other relevant transactions or arrangements

211The value of transactions and arrangements

212The person for whom a transaction or arrangement is entered into

213Loans etc: civil consequences of contravention

214Loans etc: effect of subsequent affirmation

Payments for loss of office

215Payments for loss of office

216Amounts taken to be payments for loss of office

217Payment by company: requirement of members' approval

218Payment in connection with transfer of undertaking etc: requirement of members' approval

219Payment in connection with share transfer: requirement of members' approval

220Exception for payments in discharge of legal obligations etc

221Exception for small payments

222Payments made without approval: civil consequences

Supplementary

223Transactions requiring members' approval: application of provisions to shadow directors

224Approval by written resolution: accidental failure to send memorandum

225Cases where approval is required under more than one provision

226Requirement of consent of Charity Commission: companies that are charities

CHAPTER 4ADirectors of quoted companies and traded companies: special provision

226AKey definitions

Restrictions relating to remuneration or loss of office payments

226BRemuneration payments

226CLoss of office payments

226DSections 226B and 226C: supplementary

226EPayments made without approval: civil consequences

226FRelationship with requirements under Chapter 4

Chapter 5Directors' service contracts

227Directors' service contracts

228Copy of contract or memorandum of terms to be available for inspection

229Right of member to inspect and request copy

230Directors' service contracts: application of provisions to shadow directors

Chapter 6Contracts with sole members who are directors

231Contract with sole member who is also a director

Chapter 7Directors' liabilities

Provision protecting directors from liability

232Provisions protecting directors from liability

233Provision of insurance

234Qualifying third party indemnity provision

235Qualifying pension scheme indemnity provision

236Qualifying indemnity provision to be disclosed in directors' report

237Copy of qualifying indemnity provision to be available for inspection

238Right of member to inspect and request copy

Ratification of acts giving rise to liability

239Ratification of acts of directors

Chapter 8Directors' residential addresses: protection from disclosure

240Protected information

241Protected information: restriction on use or disclosure by company

242Protected information: restriction on use or disclosure by registrar

243Permitted use or disclosure by the registrar

244Disclosure under court order

245Circumstances in which registrar may put address on the public record

246Putting the address on the public record

Chapter 9Supplementary provisions

Provision for employees on cessation or transfer of business

247Power to make provision for employees on cessation or transfer of business

Records of meetings of directors

248Minutes of directors' meetings

249Minutes as evidence

Meaning of “director” and “shadow director”

250“Director”

251“Shadow director”

Other definitions

252Persons connected with a director

253Members of a director's family

254Director “connected with” a body corporate

255Director “controlling” a body corporate

256Associated bodies corporate

257References to company's constitution

258Power to increase financial limits

259Transactions under foreign law

Part 11Derivative claims and proceedings by members

Chapter 1Derivative claims in England and Wales or Northern Ireland

260Derivative claims

261Application for permission to continue derivative claim

262Application for permission to continue claim as a derivative claim

263Whether permission to be given

264Application for permission to continue derivative claim brought by another member

Chapter 2Derivative proceedings in Scotland

265Derivative proceedings

266Requirement for leave and notice

267Application to continue proceedings as derivative proceedings

268Granting of leave

269Application by member to be substituted for member pursuing derivative proceedings

Part 12Company secretaries

Private companies

270Private company not required to have secretary

Public companies

271Public company required to have secretary

272Direction requiring public company to appoint secretary

273Qualifications of secretaries of public companies

Provisions applying to private companies with a secretary and to public companies

274Discharge of functions where office vacant or secretary unable to act

274AAlternative method of record-keeping

275Duty to keep register of secretaries

276Duty to notify registrar of changes

277Particulars of secretaries to be registered: individuals

278Particulars of secretaries to be registered: corporate secretaries and firms

279Particulars of secretaries to be registered: power to make regulations

Option to keep information on the central register

279ARight to make an election

279BEffective date of election

279CEffect of election on obligations under sections 275 and 276

279DDuty to notify registrar of changes

279EWithdrawing the election

279FPower to extend option to public companies

280Acts done by person in dual capacity

Part 13Resolutions and meetings

Chapter 1General provisions about resolutions

282Ordinary resolutions

283Special resolutions

284Votes: general rules

285Voting by proxy

285AVoting rights on poll or written resolution

286Votes of joint holders of shares

287Saving for provisions of articles as to determination of entitlement to vote

Chapter 2Written resolutions

General provisions about written resolutions

288Written resolutions of private companies

289Eligible members

Circulation of written resolutions

290Circulation date

291Circulation of written resolutions proposed by directors

292Members' power to require circulation of written resolution

293Circulation of written resolution proposed by members

294Expenses of circulation

295Application not to circulate members' statement

Agreeing to written resolutions

296Procedure for signifying agreement to written resolution

297Period for agreeing to written resolution

Supplementary

298Sending documents relating to written resolutions by electronic means

299Publication of written resolution on website

300Relationship between this Chapter and provisions of company's articles

Chapter 3Resolutions at meetings

General provisions about resolutions at meetings

301Resolutions at general meetings

Calling meetings

302Directors' power to call general meetings

303Members' power to require directors to call general meeting

304Directors' duty to call meetings required by members

305Power of members to call meeting at company's expense

306Power of court to order meeting

Notice of meetings

307Notice required of general meeting

307ANotice required of general meeting: certain meetings of traded companies

308Manner in which notice to be given

309Publication of notice of meeting on website

310Persons entitled to receive notice of meetings

311Contents of notices of meetings

311ATraded companies: publication of information in advance of general meeting

312Resolution requiring special notice

313Accidental failure to give notice of resolution or meeting

Members' statements

314Members' power to require circulation of statements

315Company's duty to circulate members' statement

316Expenses of circulating members' statement

317Application not to circulate members' statement

Procedure at meetings

318Quorum at meetings

319Chairman of meeting

319ATraded companies: questions at meetings

320Declaration by chairman on a show of hands

321Right to demand a poll

322Voting on a poll

322AVoting on a poll: votes cast in advance

323Representation of corporations at meetings

324Rights to appoint proxies

324AObligation of proxy to vote in accordance with instructions

325Notice of meeting to contain statement of rights

326Company-sponsored invitations to appoint proxies

327Notice required of appointment of proxy etc

328Chairing meetings

329Right of proxy to demand a poll

330Notice required of termination of proxy's authority

331Saving for more extensive rights conferred by articles

Adjourned meetings

332Resolution passed at adjourned meeting

Electronic communications

333Sending documents relating to meetings etc in electronic form

333A Traded company: duty to provide electronic address for receipt of proxies etc

Application to class meetings

334Application to class meetings

335Application to class meetings: companies without a share capital

Chapter 4Public companies and traded companies: additional requirements for AGMs

336Public companies and traded companies: annual general meeting

337Public companies and traded companies: notice of AGM

338Public companies: members' power to require circulation of resolutions for AGMs

338ATraded companies: members' power to include other matters in business dealt with at AGM

339Public companies: company's duty to circulate members' resolutions for AGMs

340Public companies: expenses of circulating members' resolutions for AGM

340ATraded companies: duty to circulate members' matters for AGM

340BTraded companies: expenses of circulating members' matters to be dealt with at AGM

Chapter 5Additional requirements for quoted companies AND TRADED COMPANIES

Website publication of poll results

341Results of poll to be made available on website

Independent report on poll

342Members' power to require independent report on poll

343Appointment of independent assessor

344Independence requirement

345Meaning of “associate”

346Effect of appointment of a partnership

347The independent assessor's report

348Rights of independent assessor: right to attend meeting etc

349Rights of independent assessor: right to information

350Offences relating to provision of information

351Information to be made available on website

Supplementary

352Application of provisions to class meetings

353Requirements as to website availability

354Power to limit or extend the types of company to which provisions of this Chapter apply

Chapter 6Records of resolutions and meetings

355Records of resolutions and meetings etc

356Records as evidence of resolutions etc

357Records of decisions by sole member

358Inspection of records of resolutions and meetings

359Records of resolutions and meetings of class of members

Chapter 7Supplementary provisions

360Computation of periods of notice etc: clear day rule

360AElectronic meetings and voting

360BTraded companies: requirements for participating in and voting at general meetings

360CMeaning of “traded company”

361Meaning of “quoted company”

Part 14Control of political donations and expenditure

362Introductory

Donations and expenditure to which this Part applies

363Political parties, organisations etc to which this Part applies

364Meaning of “political donation”

365Meaning of “political expenditure”

Authorisation required for donations or expenditure

366Authorisation required for donations or expenditure

367Form of authorising resolution

368Period for which resolution has effect

Remedies in case of unauthorised donations or expenditure

369Liability of directors in case of unauthorised donation or expenditure

370Enforcement of directors' liabilities by shareholder action

371Enforcement of directors' liabilities by shareholder action: supplementary

372Costs of shareholder action

373Information for purposes of shareholder action

374Trade unions

375Subscription for membership of trade association

376All-party parliamentary groups

377Political expenditure exempted by order

378Donations not amounting to more than £5,000 in any twelve month period

Supplementary provisions

379Minor definitions

Part 15Accounts and reports

Chapter 1Introduction

380Scheme of this Part

Companies subject to the small companies regime

381Companies subject to the small companies regime

382Companies qualifying as small: general

383Companies qualifying as small: parent companies

384Companies excluded from the small companies regime

384ACompanies qualifying as micro-entities

384BCompanies excluded from being treated as micro-entities

Quoted and unquoted companies

385Quoted and unquoted companies

Chapter 2Accounting records

386Duty to keep accounting records

387Duty to keep accounting records: offence

388Where and for how long records to be kept

389Where and for how long records to be kept: offences

Chapter 3A company's financial year

390A company's financial year

391Accounting reference periods and accounting reference date

392Alteration of accounting reference date

Chapter 4Annual accounts

393Accounts to give true and fair view

Individual accounts

394Duty to prepare individual accounts

394AIndividual accounts: exemption for dormant subsidiaries

394BCompanies excluded from the dormant subsidiaries exemption

394CDormant subsidiaries exemption: parent undertaking declaration of guarantee

395Individual accounts: applicable accounting framework

396Companies Act individual accounts

397 IAS individual accounts

398Option to prepare group accounts

Group accounts ...

399Duty to prepare group accounts

400Exemption for company included in EEA group accounts of larger group

401Exemption for company included in non-EEA group accounts of larger group

402Exemption if no subsidiary undertakings need be included in the consolidation

Group accounts: general

403Group accounts: applicable accounting framework

404Companies Act group accounts

405Companies Act group accounts: subsidiary undertakings included in the consolidation

406 IAS group accounts

407Consistency of financial reporting within group

408Individual profit and loss account where group accounts prepared

Information to be given in notes to the accounts

409Information about related undertakings

410Information about related undertakings: alternative compliance

410AInformation about off-balance sheet arrangements

411Information about employee numbers and costs

412Information about directors' benefits: remuneration

413Information about directors' benefits: advances, credit and guarantees

Approval and signing of accounts

414Approval and signing of accounts

CHAPTER 4ASTRATEGIC REPORT

414ADuty to prepare strategic report

414BStrategic report: small companies exemption

414CContents of strategic report

414CZASection 172(1) statement

414CANon-financial information statement

414CBContents of non-financial information statement

414DApproval and signing of strategic report

Chapter 5Directors' report

Directors' report

415Duty to prepare directors' report

415ADirectors' report: small companies exemption

416Contents of directors' report: general

417Contents of directors' report: business review

418Contents of directors' report: statement as to disclosure to auditors

419Approval and signing of directors' report

419AApproval and signing of separate corporate governance statement

Chapter 6Quoted companies and traded companies: directors' remuneration report

420Duty to prepare directors' remuneration report

421Contents of directors' remuneration report

422Approval and signing of directors' remuneration report

422ARevisions to directors' remuneration policy

Chapter 7Publication of accounts and reports

Duty to circulate copies of accounts and reports

423Duty to circulate copies of annual accounts and reports

424Time allowed for sending out copies of accounts and reports

425Default in sending out copies of accounts and reports: offences

Option to provide strategic report with supplementary material

426Option to provide strategic report with supplementary material

426ASupplementary material

Section 172(1) statement: requirements as to website publication

426BSection 172(1) statement to be made available on website

427Form and contents of summary financial statement: unquoted companies

428Form and contents of summary financial statement: quoted companies

429Summary financial statements: offences

Quoted companies and traded companies: requirements as to website publication

430Quoted companies and traded companies: annual accounts and reports to be made available on website

Right of member or debenture holder to demand copies of accounts and reports

431Right of member or debenture holder to copies of accounts and reports: unquoted companies

432Right of member or debenture holder to copies of accounts and reports: quoted companies

Requirements in connection with publication of accounts and reports

433Name of signatory to be stated in published copies of accounts and reports

434Requirements in connection with publication of statutory accounts

435Requirements in connection with publication of non-statutory accounts

436Meaning of “publication” in relation to accounts and reports

Chapter 8Public companies: laying of accounts and reports before general meeting

437Public companies: laying of accounts and reports before general meeting

438Public companies: offence of failure to lay accounts and reports

Chapter 9Quoted companies and traded companies: members' approval of directors' remuneration report

439Quoted companies and traded companies: members' approval of directors' remuneration report

439AQuoted companies and traded companies: members' approval of directors' remuneration policy

440Quoted companies and traded companies: offences in connection with procedure for approval

Chapter 10Filing of accounts and reports

Duty to file accounts and reports

441Duty to file accounts and reports with the registrar

442Period allowed for filing accounts

.443Calculation of period allowed

Filing obligations of different descriptions of company

444Filing obligations of companies subject to small companies regime

444AFiling obligations of companies entitled to small companies exemption in relation to directors' report

.445Filing obligations of medium-sized companies

446Filing obligations of unquoted companies

447Filing obligations of quoted companies

448Unlimited companies exempt from obligation to file accounts

448ADormant subsidiaries exempt from obligation to file accounts

448BCompanies excluded from the dormant subsidiaries exemption

448CDormant subsidiaries filing exemption: parent undertaking declaration of guarantee

Requirements where abbreviated accounts delivered

449Special auditor's report where abbreviated accounts delivered

450Approval and signing of abbreviated accounts

Failure to file accounts and reports

451Default in filing accounts and reports: offences

452Default in filing accounts and reports: court order

453Civil penalty for failure to file accounts and reports

Chapter 11Revision of defective accounts and reports

Voluntary revision

454Voluntary revision of accounts etc

Secretary of State's notice

455Secretary of State's notice in respect of accounts or reports

Application to court

456Application to court in respect of defective accounts or reports

457Other persons authorised to apply to the court

458Disclosure of information by tax authorities

Power of authorised person to require documents etc

459Power of authorised person to require documents, information and explanations

460Restrictions on disclosure of information obtained under compulsory powers

461Permitted disclosure of information obtained under compulsory powers

462Power to amend categories of permitted disclosure

Chapter 12Supplementary provisions

Liability for false or misleading statements in reports and statements

463Liability for false or misleading statements in reports and statements

Accounting and reporting standards

464Accounting standards

Companies qualifying as medium-sized

465Companies qualifying as medium-sized: general

466Companies qualifying as medium-sized: parent companies

467Companies excluded from being treated as medium-sized

General power to make further provision about accounts and reports

468General power to make further provision about accounts and reports

Other supplementary provisions

469Preparation and filing of accounts in euros

470Power to apply provisions to banking partnerships

471Meaning of “annual accounts” and related expressions

472Notes to the accounts

472A Meaning of “corporate governance statement” etc

473Parliamentary procedure for certain regulations under this Part

474Minor definitions

Chapter 1Requirement for audited accounts

Requirement for audited accounts

475Requirement for audited accounts

476Right of members to require audit

Exemption from audit: small companies

477Small companies: conditions for exemption from audit

478Companies excluded from small companies exemption

479Availability of small companies exemption in case of group company

Exemption from audit: qualifying subsidiaries

479ASubsidiary companies: conditions for exemption from audit

479BCompanies excluded from the subsidiary companies audit exemption

479CSubsidiary companies audit exemption: parent undertaking declaration of guarantee

Exemption from audit: dormant companies

480Dormant companies: conditions for exemption from audit

481Companies excluded from dormant companies exemption

Companies subject to public sector audit

482Non-profit-making companies subject to public sector audit

483Scottish public sector companies: audit by Auditor General for Scotland

General power of amendment by regulations

484General power of amendment by regulations

Chapter 2Appointment of auditors

Private companies

485Appointment of auditors of private company: general

485AAppointment of auditors of private company: additional requirements for public interest entities with audit committees

485BAppointment of auditors of private company: additional requirements for public interest entities without audit committees

485CRestriction on appointment of auditor of private company which is a public interest entity

486Appointment of auditors of private company: default power of Secretary of State

486ADefective appointments: default power of Secretary of State

487Term of office of auditors of private company

487AMaximum engagement period: transitional arrangements

488Prevention by members of deemed re-appointment of auditor

Public companies

489Appointment of auditors of public company: general

489AAppointment of auditors of public company: additional requirements for public interest entities with audit committees

489BAppointment of auditors of public company: additional requirements for public interest entities without audit committees

489CRestriction on appointment of auditor of public company which is a public interest entity

490Appointment of auditors of public company: default power of Secretary of State

490ADefective appointments: default power of Secretary of State

491Term of office of auditors of public company

491AMaximum engagement period: transitional arrangements

General provisions

492Fixing of auditor's remuneration

493Disclosure of terms of audit appointment

494Disclosure of services provided by auditor or associates and related remuneration

494ZAThe maximum engagement period

494AInterpretation

Chapter 3Functions of auditor

Auditor's report

495Auditor's report on company's annual accounts

496Auditor's report on strategic report and on directors' report

497Auditor's report on auditable part of directors' remuneration report

497AAuditor's report on separate corporate governance statement

Duties and rights of auditors

498Duties of auditor

498AAuditor's duties in relation to separate corporate governance statement

499Auditor's general right to information

500Auditor's right to information from overseas subsidiaries

501Auditor's rights to information: offences

502Auditor's rights in relation to resolutions and meetings

Signature of auditor's report

503Signature of auditor's report

504Senior statutory auditor

505Names to be stated in published copies of auditor's report

506Circumstances in which names may be omitted

Offences in connection with auditor's report

507Offences in connection with auditor's report

508Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland

509Guidance for regulatory authorities: Scotland

Chapter 4Removal, resignation, etc of auditors

Removal of auditor

510Resolution removing auditor from office

511Special notice required for resolution removing auditor from office

511APublic interest companies: application to court to remove auditor from office

512Notice to registrar of resolution removing auditor from office

513Rights of auditor who has been removed from office

Failure to re-appoint auditor

514Failure to re-appoint auditor: special procedure required for written resolution

515Failure to re-appoint auditor: special notice required for resolution at general meeting

Resignation of auditor

516Resignation of auditor

517Notice to registrar of resignation of auditor

518Rights of resigning auditor

Statement by auditor on ceasing to hold office

519Statement by auditor to be sent to company

519AMeaning of “public interest company”, “non-public interest company” and “exempt reasons”

520Company's duties in relation to statement

521Copy of statement to be sent to registrar

522Duty of auditor to send statement to appropriate audit authority

523Duty of company to notify appropriate audit authority

524Provision of information to accounting authorities

525Meaning of “appropriate audit authority” ...

Supplementary

526Effect of casual vacancies

Chapter 5Quoted companies: right of members to raise audit concerns at accounts meeting

527Members' power to require website publication of audit concerns

528Requirements as to website availability

529Website publication: company's supplementary duties

530Website publication: offences

531Meaning of “quoted company”

Chapter 6Auditors' liability

Voidness of provisions protecting auditors from liability

532Voidness of provisions protecting auditors from liability

Indemnity for costs of defending proceedings

533Indemnity for costs of successfully defending proceedings

Liability limitation agreements

534Liability limitation agreements

535Terms of liability limitation agreement

536Authorisation of agreement by members of the company

537Effect of liability limitation agreement

538Disclosure of agreement by company

538A Meaning of “corporate governance statement” etc

Chapter 7Supplementary provisions

539Minor definitions

Part 17A company's share capital

Chapter 1Shares and share capital of a company

541Nature of shares

542Nominal value of shares

543Numbering of shares

544Transferability of shares

545Companies having a share capital

546Issued and allotted share capital

Share capital

547Called-up share capital

548Equity share capital

Chapter 2Allotment of shares: general provisions

Power of directors to allot shares

549Exercise by directors of power to allot shares etc

550Power of directors to allot shares etc: private company with only one class of shares

551Power of directors to allot shares etc: authorisation by company

Prohibition of commissions, discounts and allowances

552General prohibition of commissions, discounts and allowances

553Permitted commission

Registration of allotment

554Registration of allotment

Return of allotment

555Return of allotment by limited company

556Return of allotment by unlimited company allotting new class of shares

557Offence of failure to make return

Supplementary provisions

558When shares are allotted

559Provisions about allotment not applicable to shares taken on formation

Chapter 3Allotment of equity securities: existing shareholders' right of pre-emption

560Meaning of “equity securities” and related expressions

Existing shareholders' right of pre-emption

561Existing shareholders' right of pre-emption

562Communication of pre-emption offers to shareholders

563Liability of company and officers in case of contravention

Exceptions to right of pre-emption

564Exception to pre-emption right: bonus shares

565Exception to pre-emption right: issue for non-cash consideration

566Exceptions to pre-emption right: employees' share schemes

Exclusion of right of pre-emption

567Exclusion of requirements by private companies

568Exclusion of pre-emption right: articles conferring corresponding right

Disapplication of pre-emption rights

569Disapplication of pre-emption rights: private company with only one class of shares

570Disapplication of pre-emption rights: directors acting under general authorisation

571Disapplication of pre-emption rights by special resolution

572Liability for false statement in directors' statement

573Disapplication of pre-emption rights: sale of treasury shares

Supplementary

574References to holder of shares in relation to offer

575Saving for other restrictions on offer or allotment

576Saving for certain older pre-emption requirements

577Provisions about pre-emption not applicable to shares taken on formation

Chapter 4Public companies: allotment where issue not fully subscribed

578Public companies: allotment where issue not fully subscribed

579Public companies: effect of irregular allotment where issue not fully subscribed

Chapter 5Payment for shares

General rules

580Shares not to be allotted at a discount

581Provision for different amounts to be paid on shares

582General rule as to means of payment

583Meaning of payment in cash

Additional rules for public companies

584Public companies: shares taken by subscribers of memorandum

585Public companies: must not accept undertaking to do work or perform services

586Public companies: shares must be at least one-quarter paid up

587Public companies: payment by long-term undertaking

Supplementary provisions

588Liability of subsequent holders of shares

589Power of court to grant relief

590Penalty for contravention of this Chapter

591Enforceability of undertakings to do work etc

592The appropriate rate of interest

Chapter 6Public companies: independent valuation of non-cash consideration

Non-cash consideration for shares

593Public company: valuation of non-cash consideration for shares

594Exception to valuation requirement: arrangement with another company

595Exception to valuation requirement: merger or division

596Non-cash consideration for shares: requirements as to valuation and report

597Copy of report to be delivered to registrar

Transfer of non-cash asset in initial period

598Public company: agreement for transfer of non-cash asset in initial period

599Agreement for transfer of non-cash asset: requirement of independent valuation

600Agreement for transfer of non-cash asset: requirements as to valuation and report

601Agreement for transfer of non-cash asset: requirement of approval by members

602Copy of resolution to be delivered to registrar

603Adaptation of provisions in relation to company re-registering as public

604Agreement for transfer of non-cash asset: effect of contravention

Supplementary provisions

605Liability of subsequent holders of shares

606Power of court to grant relief

607Penalty for contravention of this Chapter

608Enforceability of undertakings to do work etc

609The appropriate rate of interest

Chapter 7Share premiums

The share premium account

610Application of share premiums

Relief from requirements as to share premiums

611Group reconstruction relief

612Merger relief

613Merger relief: meaning of 90% equity holding

614Power to make further provision by regulations

615Relief may be reflected in company's balance sheet

Supplementary provisions

616Interpretation of this Chapter

Chapter 8Alteration of share capital

How share capital may be altered

617Alteration of share capital of limited company

Subdivision or consolidation of shares

618Sub-division or consolidation of shares

619Notice to registrar of sub-division or consolidation

Reconversion of stock into shares

620Reconversion of stock into shares

621Notice to registrar of reconversion of stock into shares

Redenomination of share capital

622Redenomination of share capital

623Calculation of new nominal values

624Effect of redenomination

625Notice to registrar of redenomination

626Reduction of capital in connection with redenomination

627Notice to registrar of reduction of capital in connection with redenomination

628Redenomination reserve

Chapter 9Classes of share and class rights

629Classes of shares

Variation of class rights

630Variation of class rights: companies having a share capital

631Variation of class rights: companies without a share capital

632Variation of class rights: saving for court's powers under other provisions

633Right to object to variation: companies having a share capital

634Right to object to variation: companies without a share capital

635Copy of court order to be forwarded to the registrar

Matters to be notified to the registrar

636Notice of name or other designation of class of shares

637Notice of particulars of variation of rights attached to shares

638Notice of new class of members

639Notice of name or other designation of class of members

640Notice of particulars of variation of class rights

Chapter 10Reduction of share capital

641Circumstances in which a company may reduce its share capital

Private companies: reduction of capital supported by solvency statement

642Reduction of capital supported by solvency statement

643Solvency statement

644Registration of resolution and supporting documents

Reduction of capital confirmed by the court

645Application to court for order of confirmation

646Creditors entitled to object to reduction

647Offences in connection with list of creditors

648Court order confirming reduction

649Registration of order and statement of capital

Public company reducing capital below authorised minimum

650Public company reducing capital below authorised minimum

651Expedited procedure for re-registration as a private company

Effect of reduction of capital

652Liability of members following reduction of capital

653Liability to creditor in case of omission from list of creditors

Chapter 11Miscellaneous and supplementary provisions

654Treatment of reserve arising from reduction of capital

655Shares no bar to damages against company

656Public companies: duty of directors to call meeting on serious loss of capital

657General power to make further provision by regulations

Part 18Acquisition by limited company of its own shares

Chapter 1General provisions

658General rule against limited company acquiring its own shares

659Exceptions to general rule

Shares held by company's nominee

660Treatment of shares held by nominee

661Liability of others where nominee fails to make payment in respect of shares

Shares held by or for public company

662Duty to cancel shares in public company held by or for the company

663Notice of cancellation of shares

664Re-registration as private company in consequence of cancellation

665Issue of certificate of incorporation on re-registration

666Effect of failure to re-register

667Offence in case of failure to cancel shares or re-register

668Application of provisions to company re-registering as public company

669Transfer to reserve on acquisition of shares by public company or nominee

Charges of public company on own shares

670Public companies: general rule against lien or charge on own shares

Supplementary provisions

671Interests to be disregarded in determining whether company has beneficial interest

672Residual interest under pension scheme or employees' share scheme

673Employer's charges and other rights of recovery

674Rights as personal representative or trustee

675Meaning of “pension scheme”

676Application of provisions to directors

Chapter 2Financial assistance for purchase of own shares

677Meaning of “financial assistance”

Circumstances in which financial assistance prohibited

678Assistance for acquisition of shares in public company

679Assistance by public company for acquisition of shares in its private holding company

680Prohibited financial assistance an offence

Exceptions from prohibition

681Unconditional exceptions

682Conditional exceptions

Supplementary

683Definitions for this Chapter

Chapter 3Redeemable shares

684Power of limited company to issue redeemable shares

685Terms and manner of redemption

686Payment for redeemable shares

687Financing of redemption

688Redeemed shares treated as cancelled

689Notice to registrar of redemption

Chapter 4Purchase of own shares

General provisions

690Power of limited company to purchase own shares

691Payment for purchase of own shares

692Financing of purchase of own shares

Authority for purchase of own shares

693Authority for purchase of own shares

693AAuthority for off-market purchase for the purposes of or pursuant to an employees' share scheme

Authority for off-market purchase

694Authority for off-market purchase

695Resolution authorising off-market purchase: exercise of voting rights

696Resolution authorising off-market purchase: disclosure of details of contract

697Variation of contract for off-market purchase

698Resolution authorising variation: exercise of voting rights

699Resolution authorising variation: disclosure of details of variation

700Release of company's rights under contract for off-market purchase

Authority for market purchase

701Authority for market purchase

Supplementary provisions

702Copy of contract or memorandum to be available for inspection

703Enforcement of right to inspect copy or memorandum

704No assignment of company's right to purchase own shares

705Payments apart from purchase price to be made out of distributable profits

706Treatment of shares purchased

707Return to registrar of purchase of own shares

708Notice to registrar of cancellation of shares

Chapter 5Redemption or purchase by private company out of capital

709Power of private limited company to redeem or purchase own shares out of capital

The permissible capital payment

710The permissible capital payment

711Available profits

712Determination of available profits

Requirements for payment out of capital

713Requirements for payment out of capital

714Directors' statement and auditor's report

715Directors' statement: offence if no reasonable grounds for opinion

716Payment to be approved by special resolution

717Resolution authorising payment: exercise of voting rights

718Resolution authorising payment: disclosure of directors' statement and auditor's report

719Public notice of proposed payment

720Directors' statement and auditor's report to be available for inspection

Requirements for payment out of capital: employees' share schemes

720AReduced requirements for payment out of capital for purchase of own shares for the purposes of or pursuant to an employees' share scheme

720BRegistration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees' share scheme

Objection to payment by members or creditors

721Application to court to cancel resolution

722Notice to registrar of court application or order

Supplementary provisions

723Time when payment out of capital to be made or shares to be surrendered

Chapter 6Treasury shares

724Treasury shares

725Treasury shares: maximum holdings

726Treasury shares: exercise of rights

727Treasury shares: disposal

728Treasury shares: notice of disposal

729Treasury shares: cancellation

730Treasury shares: notice of cancellation

731Treasury shares: treatment of proceeds of sale

732Treasury shares: offences

Chapter 7Supplementary provisions

733The capital redemption reserve

734Accounting consequences of payment out of capital

735Effect of company's failure to redeem or purchase

736Meaning of “distributable profits”

737General power to make further provision by regulations

Part 19Debentures

General provisions

738Meaning of “debenture”

739Perpetual debentures

740Enforcement of contract to subscribe for debentures

741Registration of allotment of debentures

742Debentures to bearer (Scotland)

Register of debenture holders

743Register of debenture holders

744Register of debenture holders: right to inspect and require copy

745Register of debenture holders: response to request for inspection or copy

746Register of debenture holders: refusal of inspection or default in providing copy

747Register of debenture holders: offences in connection with request for or disclosure of information

748Time limit for claims arising from entry in register

Supplementary provisions

749Right of debenture holder to copy of deed

750Liability of trustees of debentures

751Liability of trustees of debentures: saving for certain older provisions

752Power to re-issue redeemed debentures

753Deposit of debentures to secure advances

754Priorities where debentures secured by floating charge

Part 20Private and public companies

Chapter 1Prohibition of public offers by private companies

755Prohibition of public offers by private company

756Meaning of “offer to the public”

757Enforcement of prohibition: order restraining proposed contravention

758Enforcement of prohibition: orders available to the court after contravention

759Enforcement of prohibition: remedial order

760Validity of allotment etc not affected

Chapter 2Minimum share capital requirement for public companies

761Public company: requirement as to minimum share capital

762Procedure for obtaining certificate

763The authorised minimum

764Power to alter authorised minimum

765Authorised minimum: application of initial requirement

766Authorised minimum: application where shares denominated in different currencies etc

767Consequences of doing business etc without a trading certificate

Part 21Certification and transfer of securities

Chapter 1Certification and transfer of securities: general

Share certificates

768Share certificate to be evidence of title

Issue of certificates etc on allotment

769Duty of company as to issue of certificates etc on allotment

Transfer of securities

770Registration of transfer

771Procedure on transfer being lodged

772Transfer of shares on application of transferor

773Execution of share transfer by personal representative

774Evidence of grant of probate etc

775Certification of instrument of transfer

Issue of certificates etc on transfer

776Duty of company as to issue of certificates etc on transfer

777Issue of certificates etc: cases within the Stock Transfer Act 1982

Issue of certificates etc on allotment or transfer to financial institution

778Issue of certificates etc: allotment or transfer to financial institution

Share warrants

779Prohibition on issue of new share warrants and effect of existing share warrants

780Duty of company as to issue of certificates on surrender of share warrant

781Offences in connection with share warrants (Scotland)

Supplementary provisions

782Issue of certificates etc: court order to make good default

Chapter 2Evidencing and transfer of title to securities without written instrument

783Scope of this Chapter

784Power to make regulations

Powers exercisable

785Provision enabling procedures for evidencing and transferring title

786Provision enabling or requiring arrangements to be adopted

787Provision enabling or requiring arrangements to be adopted: order-making powers

Supplementary

788Provision that may be included in regulations

789Duty to consult

790Resolutions to be forwarded to registrar

PART 21AInformation about people with significant control

CHAPTER 1Introduction

790BCompanies to which this Part applies

CHAPTER 2Information-gathering

Duty on companies

790DCompany's duty to investigate and obtain information

790ECompany's duty to keep information up-to-date

790FFailure by company to comply with information duties

Duty on others

790GDuty to supply information

790HDuty to update information

790IEnforcement of disclosure requirements

Exemption from information and registration requirements

790JPower to make exemptions

Required particulars

790KRequired particulars

790LRequired particulars: power to amend

CHAPTER 3Register of people with significant control

790MDuty to keep register

790NRegister to be kept available for inspection

790ORights to inspect and require copies

790PPSC register: response to request for inspection or copy

790QPSC register: refusal of inspection or default in providing copy

790RPSC register: offences in connection with request for or disclosure of information

790SInformation as to state of register

790TProtected information

790URemoval of entries from the register

790VPower of court to rectify register

790VANotification of changes to the registrar

CHAPTER 4Alternative method of record-keeping

790WIntroductory

790XRight to make an election

790YEffective date of election

790ZEffect of election on obligations under Chapter 3

790ZADuty to notify registrar of changes

790ZBInformation as to state of central register

790ZCPower of court to order company to remedy default or delay

790ZDWithdrawing the election

790ZEPower to extend option to public companies

CHAPTER 5Protection from disclosure

790ZFProtection of information as to usual residential address

790ZGPower to make regulations protecting material

Part 22Information about interests in a company's shares

791Companies to which this Part applies

792Shares to which this Part applies

Notice requiring information about interests in shares

793Notice by company requiring information about interests in its shares

794Notice requiring information: order imposing restrictions on shares

795Notice requiring information: offences

796Notice requiring information: persons exempted from obligation to comply

Orders imposing restrictions on shares

797Consequences of order imposing restrictions

798Penalty for attempted evasion of restrictions

799Relaxation of restrictions

800Removal of restrictions

801Order for sale of shares

802Application of proceeds of sale under court order

Power of members to require company to act

803Power of members to require company to act

804Duty of company to comply with requirement

805Report to members on outcome of investigation

806Report to members: offences

807Right to inspect and request copy of reports

Register of interests disclosed

808Register of interests disclosed

809Register to be kept available for inspection

810Associated index

811Rights to inspect and require copy of entries

812Court supervision of purpose for which rights may be exercised

813Register of interests disclosed: refusal of inspection or default in providing copy

814Register of interests disclosed: offences in connection with request for or disclosure of information

815Entries not to be removed from register

816Removal of entries from register: old entries

817Removal of entries from register: incorrect entry relating to third party

818Adjustment of entry relating to share acquisition agreement

819Duty of company ceasing to be public company

Meaning of interest in shares

820Interest in shares: general

821Interest in shares: right to subscribe for shares

822Interest in shares: family interests

823Interest in shares: corporate interests

824Interest in shares: agreement to acquire interests in a particular company

825Extent of obligation in case of share acquisition agreement

Other supplementary provisions

826Information protected from wider disclosure

827Reckoning of periods for fulfilling obligations

828Power to make further provision by regulations

Part 23Distributions

Chapter 1Restrictions on when distributions may be made

829Meaning of “distribution”

General rules

830Distributions to be made only out of profits available for the purpose

831Net asset restriction on distributions by public companies

Distributions by investment companies or Solvency 2 insurance companies

832Distributions by investment companies out of accumulated revenue profits

833Meaning of “investment company”

833ADistributions by insurance companies authorised under the Solvency 2 Directive

834Investment company: condition as to holdings in other companies

835Power to extend provisions relating to investment companies

Chapter 2Justification of distribution by reference to accounts

Justification of distribution by reference to accounts

836Justification of distribution by reference to relevant accounts

Requirements applicable in relation to relevant accounts

837Requirements where last annual accounts used

838Requirements where interim accounts used

839Requirements where initial accounts used

Application of provisions to successive distributions etc

840Successive distributions etc by reference to the same accounts

Chapter 3Supplementary provisions

Accounting matters

841Realised losses and profits and revaluation of fixed assets

842Determination of profit or loss in respect of asset where records incomplete

843Realised profits and losses of long-term insurance business of certain insurance companies

844Treatment of development costs

Distributions in kind

845Distributions in kind: determination of amount

846Distributions in kind: treatment of unrealised profits

Consequences of unlawful distribution

847Consequences of unlawful distribution

Other matters

848Saving for certain older provisions in articles

849Restriction on application of unrealised profits

850Treatment of certain older profits or losses

851Application of rules of law restricting distributions

852Saving for other restrictions on distributions

853Minor definitions

PART 24Annual confirmation of accuracy of information on register

853ADuty to deliver confirmation statements

853BDuties to notify a relevant event

853CDuty to notify a change in company's principal business activities

853DDuty to deliver statement of capital

853EDuty to notify trading status of shares

853FDuty to deliver shareholder information: non-traded companies

853GDuty to deliver shareholder information: certain traded companies

853HDuty to deliver information about exemption from Part 21A

853IDuty to deliver information about people with significant control

853JPower to amend duties to deliver certain information

853KConfirmation statements: power to make further provision by regulations

853LFailure to deliver confirmation statement

854Duty to deliver annual returns

855Contents of annual return: general

855ARequired particulars of directors and secretaries

856Contents of annual return: information about shares and share capital

856AContents of annual return: information about shareholders: non-traded companies

856BContents of annual return: information about shareholders: certain traded companies

857Contents of annual return: power to make further provision by regulations

858Failure to deliver annual return

859Application of provisions to shadow directors

Part 25Company charges

CHAPTER A1Registration of company charges

Company charges

859ACharges created by a company

859BCharge in series of debentures

859CCharges existing on property or undertaking acquired

859DParticulars to be delivered to registrar

859EDate of creation of charge

859FExtension of period allowed for delivery

859G Personal information etc in certified copies

Consequence of non-delivery

859HConsequence of failure to deliver charges

859IEntries on the register

859JCompany holding property or undertaking as trustee

859KRegistration of enforcement of security

859LEntries of satisfaction and release

859MRectification of register

859NReplacement of instrument or debenture

859ONotification of addition to or amendment of charge

Companies' records and registers

859PCompanies to keep copies of instruments creating and amending charges

859QInstruments creating charges to be available for inspection

Chapter 1Companies registered in England and Wales or in Northern Ireland

Requirement to register company charges

860Charges created by a company

861Charges which have to be registered: supplementary

862Charges existing on property acquired

Special rules about debentures

863Charge in series of debentures

864Additional registration requirement for commission etc in relation to debentures

865Endorsement of certificate on debentures

Charges in other jurisdictions

866Charges created in, or over property in, jurisdictions outside the United Kingdom

867Charges created in, or over property in, another United Kingdom jurisdiction

Orders charging land: Northern Ireland

868Northern Ireland: registration of certain charges etc. affecting land

The register of charges

869Register of charges to be kept by registrar

870The period allowed for registration

871Registration of enforcement of security

872Entries of satisfaction and release

873Rectification of register of charges

Avoidance of certain charges

874Consequence of failure to register charges created by a company

Companies' records and registers

875Companies to keep copies of instruments creating charges

876Company's register of charges

877Instruments creating charges and register of charges to be available for inspection

Chapter 2Companies registered in Scotland

Charges requiring registration

878Charges created by a company

879Charges which have to be registered: supplementary

880Duty to register charges existing on property acquired

881Charge by way of ex facie absolute disposition, etc

Special rules about debentures

882Charge in series of debentures

883Additional registration requirement for commission etc in relation to debentures

Charges on property outside the United Kingdom

884Charges on property outside United Kingdom

The register of charges

885Register of charges to be kept by registrar

886The period allowed for registration

887Entries of satisfaction and relief

888Rectification of register of charges

Avoidance of certain charges

889Charges void unless registered

Companies' records and registers

890Copies of instruments creating charges to be kept by company

891Company's register of charges

892Instruments creating charges and register of charges to be available for inspection

Chapter 3Powers of the Secretary of State

893Power to make provision for effect of registration in special register

894General power to make amendments to this Part

Part 26Arrangements and reconstructions

Application of this Part

895Application of this Part

Meeting of creditors or members

896Court order for holding of meeting

897Statement to be circulated or made available

898Duty of directors and trustees to provide information

Court sanction for compromise or arrangement

899Court sanction for compromise or arrangement

Reconstructions and amalgamations

900Powers of court to facilitate reconstruction or amalgamation

Obligations of company with respect to articles etc

901Obligations of company with respect to articles etc

Part 27Mergers and divisions of public companies

Chapter 1Introductory

902Application of this Part

903Relationship of this Part to Part 26

Chapter 2Merger

904Mergers and merging companies

Requirements applicable to merger

905Draft terms of scheme (merger)

906Publication of draft terms by registrar(merger)

906APublication of draft terms on company website (merger)

907Approval of members of merging companies

908Directors' explanatory report (merger)

909Expert's report (merger)

910Supplementary accounting statement (merger)

911Inspection of documents (merger)

911APublication of documents on company website (merger)

911BReport on material changes of assets of merging companies

912Approval of articles of new transferee company (merger)

913Protection of holders of securities to which special rights attached (merger)

914No allotment of shares to transferor company or its nominee (merger)

Exceptions where shares of transferor company held by transferee company

915Circumstances in which certain particulars and reports not required (merger)

915AOther circumstances in which reports and inspection not required (merger)

916Circumstances in which meeting of members of transferee company not required (merger)

917Circumstances in which no meetings required (merger)

Other exceptions

918Other circumstances in which meeting of members of transferee company not required (merger)

918A Agreement to dispense with reports etc (merger)

Chapter 3Division

919Divisions and companies involved in a division

Requirements to be complied with in case of division

920Draft terms of scheme (division)

921Publication of draft terms by registrar(division)

921APublication of draft terms on company website (division)

922Approval of members of companies involved in the division

923Directors' explanatory report (division)

924Expert's report (division)

925Supplementary accounting statement (division)

926Inspection of documents (division)

926APublication of documents on company website (division)

927Report on material changes of assets of transferor company (division)

928Approval of articles of new transferee company (division)

929Protection of holders of securities to which special rights attached (division)

930No allotment of shares to transferor company or its nominee (division)

Exceptions where shares of transferor company held by transferee company

931Circumstances in which meeting of members of transferor company not required (division)

Other exceptions

932Circumstances in which meeting of members of transferee company not required (division)

933Agreement to dispense with reports etc (division)

933ACertain requirements excluded where shareholders given proportional rights (division)

934Power of court to exclude certain requirements (division)

Chapter 4Supplementary provisions

Expert's report and related matters

935Expert's report: valuation by another person

936Experts and valuers: independence requirement

937Experts and valuers: meaning of “associate”

Powers of the court

938Power of court to summon meeting of members or creditors of existing transferee company

939Court to fix date for transfer of undertaking etc of transferor company

Liability of transferee companies

940Liability of transferee companies for each other's defaults

Disruption of websites

940ADisregard of website failures beyond control of company

Interpretation

941Meaning of “liabilities” and “property”

Part 28Takeovers etc

Chapter 1The Takeover Panel

The Panel and its rules

944Further provisions about rules

947Power to require documents and information

948Restrictions on disclosure

949Offence of disclosure in contravention of section 948

950Panel's duty of co-operation

Hearings and appeals

951Hearings and appeals

Contravention of rules etc

953Failure to comply with rules about bid documentation

954Compensation

955Enforcement by the court

956No action for breach of statutory duty etc

957Fees and charges

959Recovery of fees, charges or levy

Miscellaneous and supplementary

960Panel as party to proceedings

961Exemption from liability in damages

962Privilege against self-incrimination

963Annual reports

964Amendments to Financial Services and Markets Act 2000

965Power to extend to Isle of Man and Channel Islands

Chapter 2Impediments to takeovers

Opting in and opting out

966Opting in and opting out

967Further provision about opting-in and opting-out resolutions

Consequences of opting in

968Effect on contractual restrictions

969Power of offeror to require general meeting to be called

Supplementary

970Communication of decisions

971Interpretation of this Chapter

972Transitory provision

973Power to extend to Isle of Man and Channel Islands

Chapter 3“Squeeze-out” and “Sell-out”

Takeover offers

974Meaning of “takeover offer”

975Shares already held by the offeror etc

976Cases where offer treated as being on same terms

977Shares to which an offer relates

978Effect of impossibility etc of communicating or accepting offer

“Squeeze-out”

979Right of offeror to buy out minority shareholder

980Further provision about notices given under section 979

981Effect of notice under section 979

982Further provision about consideration held on trust under section 981(9)

“Sell-out”

983Right of minority shareholder to be bought out by offeror

984Further provision about rights conferred by section 983

985Effect of requirement under section 983

Supplementary

986Applications to the court

987Joint offers

Interpretation

989Convertible securities

990Debentures carrying voting rights

991Interpretation

Chapter 4Amendments to Part 7 of the Companies Act 1985

992Matters to be dealt with in directors' report

Part 29Fraudulent trading

993Offence of fraudulent trading

Part 30Protection of members against unfair prejudice

Main provisions

994Petition by company member

995Petition by Secretary of State

996Powers of the court under this Part

Supplementary provisions

997Application of general rule-making powers

998Copy of order affecting company's constitution to be delivered to registrar

999Supplementary provisions where company's constitution altered

Part 31Dissolution and restoration to the register

Chapter 1Striking off

Registrar's power to strike off defunct company

1000Power to strike off company not carrying on business or in operation

1001Duty to act in case of company being wound up

1002Supplementary provisions as to service of communication or notice

Voluntary striking off

1003Striking off on application by company

1004Circumstances in which application not to be made: activities of company

1005Circumstances in which application not to be made: other proceedings not concluded

1006Copy of application to be given to members, employees, etc

1007Copy of application to be given to new members, employees, etc

1008Copy of application: provisions as to service of documents

1009Circumstances in which application to be withdrawn

1010Withdrawal of application

1011Meaning of “creditor”

Chapter 2Property of dissolved company

Property vesting as bona vacantia

1012Property of dissolved company to be bona vacantia

1013Crown disclaimer of property vesting as bona vacantia

1014Effect of Crown disclaimer

Effect of Crown disclaimer: England and Wales and Northern Ireland

1015General effect of disclaimer

1016Disclaimer of leaseholds

1017Power of court to make vesting order

1018Protection of persons holding under a lease

1019Land subject to rentcharge

Effect of Crown disclaimer: Scotland

1020General effect of disclaimer

1021Power of court to make vesting order

1022Protection of persons holding under a lease

Supplementary provisions

1023Liability for rentcharge on company's land after dissolution

Chapter 3Restoration to the register

Administrative restoration to the register

1024Application for administrative restoration to the register

1025Requirements for administrative restoration

1026Application to be accompanied by statement of compliance

1027Registrar's decision on application for administrative restoration

1028Effect of administrative restoration

1028AAdministrative restoration of company with share warrants

Restoration to the register by the court

1029Application to court for restoration to the register

1030When application to the court may be made

1031Decision on application for restoration by the court

1032Effect of court order for restoration to the register

1032ARestoration by court of company with share warrants

Supplementary provisions

1033Company's name on restoration

1034Effect of restoration to the register where property has vested as bona vacantia

Part 32Company investigations: amendments

1035Powers of Secretary of State to give directions to inspectors

1036Resignation, removal and replacement of inspectors

1037Power to obtain information from former inspectors etc

1038Power to require production of documents

1039Disqualification orders: consequential amendments

Part 33UK companies not formed under companies legislation

Chapter 1Companies not formed under companies legislation but authorised to register

1040Companies authorised to register under this Act

1041Definition of “joint stock company”

1042Power to make provision by regulations

Chapter 2Unregistered companies

1043Unregistered companies

Part 34Overseas companies

1044Overseas companies

1045Company contracts and execution of documents by companies

Registration of particulars

1046Duty to register particulars

1047Registered name of overseas company

1048Registration under alternative name

Other requirements

1049Accounts and reports: general

1050Accounts and reports: credit or financial institutions

1051Trading disclosures

1052Company charges

1053Other returns etc

Supplementary

1055Disclosure of individual's residential address: protection from disclosure

1056Requirement to identify persons authorised to accept service of documents

1057Registrar to whom returns, notices etc to be delivered

1058Duty to give notice of ceasing to have registrable presence

1059Application of provisions in case of relocation of branch

Part 35The registrar of companies

Scheme of this Part Scheme of this Part (1) The scheme of this Part is as follows.

Scheme of this Part

1059AScheme of this Part

The registrar

1060The registrar

1061The registrar's functions

1062The registrar's official seal

1063Fees payable to registrar

Certificates of incorporation

1064Public notice of issue of certificate of incorporation

1065Right to certificate of incorporation

Registered numbers

1066Company's registered numbers

1067Registered numbers of UK establishments of overseas company

Delivery of documents to the registrar

1068Registrar's requirements as to form, authentication and manner of delivery

1069Power to require delivery by electronic means

1070Agreement for delivery by electronic means

1071Document not delivered until received

Requirements for proper delivery

1072Requirements for proper delivery

1073Power to accept documents not meeting requirements for proper delivery

1074Documents containing unnecessary material

1075Informal correction of document

1076Replacement of document not meeting requirements for proper delivery

Public notice of receipt of certain documents

1077Public notice of receipt of certain documents

1078Documents subject to Directive disclosure requirements

1079Effect of failure to give public notice

1079AProvision of information for publication on European e-Justice portal

Notice of receipt of documents about new directors

1079BDuty to notify directors

1080The register

1081Annotation of the register

1082Allocation of unique identifiers

1083Preservation of original documents

1084Records relating to companies that have been dissolved etc

1084ARecording of optional information on register

Inspection etc of the register

1085Inspection of the register

1086Right to copy of material on the register

1087Material not available for public inspection

1087ZARequired particulars available for public inspection for limited period

1087AInformation about a person's date of birth

1087BDisclosure of DOB information

1088Application to registrar to make address unavailable for public inspection

1089Form of application for inspection or copy

1090Form and manner in which copies to be provided

1091Certification of copies as accurate

1092Issue of process for production of records kept by the registrar

Correction or removal of material on the register

1093Registrar's notice to resolve inconsistency on the register

1094Administrative removal of material from the register

1095Rectification of register on application to registrar

1095ARectification of register to resolve a discrepancy

1096Rectification of the register under court order

1097Powers of court on ordering removal of material from the register

1097ARectification of register relating to company registered office

1098Public notice of removal of certain material from the register

The registrar's index of company names

1099The registrar's index of company names

1100Right to inspect index

1101Power to amend enactments relating to bodies other than companies

Language requirements: translation

1102Application of language requirements

1103Documents to be drawn up and delivered in English

1104Documents relating to Welsh companies

1105Documents that may be drawn up and delivered in other languages

1106Voluntary filing of translations

1107Certified translations

Language requirements: transliteration

1108Transliteration of names and addresses: permitted characters

1109Transliteration of names and addresses: voluntary transliteration into Roman characters

1110Transliteration of names and addresses: certification

Supplementary provisions

1111Registrar's requirements as to certification or verification

1112General false statement offence

1113Enforcement of company's filing obligations

1114Application of provisions about documents and delivery

1115Supplementary provisions relating to electronic communications

1116Alternative to publication in the Gazette

1117Registrar's rules

1118Payments into the Consolidated Fund

1119Contracting out of registrar's functions

1120Application of this Part to overseas companies

Part 36Offences under the Companies Acts

Liability of officer in default

1121Liability of officer in default

1122Liability of company as officer in default

1123Application to bodies other than companies

Offences under the Companies Act 1985

1124Amendments of the Companies Act 1985

General provisions

1125Meaning of “daily default fine”

1126Consents required for certain prosecutions

1127Summary proceedings: venue

1128Summary proceedings: time limit for proceedings

1129Legal professional privilege

1130Proceedings against unincorporated bodies

1131Imprisonment on summary conviction in England and Wales: transitory provision

Production and inspection of documents

1132Production and inspection of documents where offence suspected

Supplementary

1133Transitional provision

Part 37Companies: supplementary provisions

Company records

1134Meaning of “company records”

1135Form of company records

1136Regulations about where certain company records to be kept available for inspection

1137Regulations about inspection of records and provision of copies

1138Duty to take precautions against falsification

Service addresses

1139Service of documents on company

1140Service of documents on directors, secretaries and others

1141Service addresses

1142Requirement to give service address

Sending or supplying documents or information

1143The company communications provisions

1144Sending or supplying documents or information

1145Right to hard copy version

1146Requirement of authentication

1147Deemed delivery of documents and information

1148Interpretation of company communications provisions

Requirements as to independent valuation

1149Application of valuation requirements

1150Valuation by qualified independent person

1151The independence requirement

1152Meaning of “associate”

1153Valuer entitled to full disclosure

Notice of appointment of certain officers

1154Duty to notify registrar of certain appointments etc

1155Offence of failure to give notice

Courts and legal proceedings

1156Meaning of “the court”

1157Power of court to grant relief in certain cases

Part 38Companies: interpretation

Meaning of “UK-registered company”

1158Meaning of “UK-registered company”

Meaning of “subsidiary” and related expressions

1159Meaning of “subsidiary” etc

1160Meaning of “subsidiary” etc: power to amend

Meaning of “undertaking” and related expressions

1161Meaning of “undertaking” and related expressions

1162Parent and subsidiary undertakings

Other definitions

1163“Non-cash asset”

1164Meaning of “banking company” and “banking group”

1165Meaning of “insurance company” and related expressions

1166“Employees' share scheme”

1167Meaning of “prescribed”

1168Hard copy and electronic form and related expressions

1169Dormant companies

1170Meaning of “EEA State” and related expressions

1170AReceiver or manager and certain related references

1170BMeaning of “contributory”

1171The former Companies Acts

1172References to requirements of this Act

1173Minor definitions: general

1174Index of defined expressions

Part 39Companies: minor amendments

1175Removal of special provisions about accounts and audit of charitable companies

1176Power of Secretary of State to bring civil proceedings on company's behalf

1177Repeal of certain provisions about company directors

1178Repeal of requirement that certain companies publish periodical statement

1179Repeal of requirement that Secretary of State prepare annual report

1180Repeal of certain provisions about company charges

1181Access to constitutional documents of RTE and RTM companies

Part 40Company directors: foreign disqualification etc

1182Persons subject to foreign restrictions

1183Meaning of “the court” and “UK company”

Power to disqualify

1184Disqualification of persons subject to foreign restrictions

1185Disqualification regulations: supplementary

1186Offence of breach of disqualification

Power to make persons liable for company's debts

1187Personal liability for debts of company

Power to require statements to be sent to the registrar of companies

1188Statements from persons subject to foreign restrictions

1189Statements from persons disqualified

1190Statements: whether to be made public

Part 41Business names

Chapter 1Restricted or prohibited names

1192Application of this Chapter

Sensitive words or expressions

1193Name suggesting connection with government or public authority

1194Other sensitive words or expressions

1195Requirement to seek comments of government department or other relevant body

1196Withdrawal of Secretary of State's approval

Misleading names

1197Name containing inappropriate indication of company type or legal form

1198Name giving misleading indication of activities

Supplementary

1199Savings for existing lawful business names

Chapter 2Disclosure required in case of individual or partnership

1200Application of this Chapter

1201Information required to be disclosed

Disclosure requirements

1202Disclosure required: business documents etc

1203Exemption for large partnerships if certain conditions met

1204Disclosure required: business premises

Consequences of failure to make required disclosure

1205Criminal consequences of failure to make required disclosure

1206Civil consequences of failure to make required disclosure

Chapter 3Supplementary

1207Application of general provisions about offences

1208Interpretation

Part 42Statutory Auditors

Chapter 1Introductory

1209Main purposes of Part

1210Meaning of “statutory auditor” etc

1211Eligibility for appointment as a statutory auditor: overview

Chapter 2Individuals and firms

Eligibility for appointment

1212Individuals and firms: eligibility for appointment as a statutory auditor

1213Effect of ineligibility

Independence requirement

1214Independence requirement

1215Effect of lack of independence

Effect of appointment of a partnership

1216Effect of appointment of a partnership

Supervisory bodies

1217Supervisory bodies

1218Exemption from liability for damages

Professional qualifications

1219Appropriate qualifications

1220Qualifying bodies and recognised professional qualifications

1221Approval of third country qualifications

1222Eligibility of individuals retaining only 1967 Act authorisation

1223Matters to be notified to the Secretary of State

1223ZAMatters to be notified to the competent authority

1223A Notification of matters relevant to other EEA States

1224The Secretary of State's power to call for information

1224ZAThe competent authority’s power to call for information

1224ARestrictions on disclosure

1224BOffence of disclosure in contravention of section 1224A

1225Enforcement: general

1225ADirections: general

1225BDirections: supplementary

1225CCompliance orders

1225DFinancial penalties: general

1225EFinancial penalties: supplementary

1225FAppeals against financial penalties

1225GRecovery of financial penalties

Chapter 3Auditors General

Eligibility for appointment

1226Auditors General: eligibility for appointment as a statutory auditor

Conduct of audits

1227Individuals responsible for audit work on behalf of Auditors General

The Independent Supervisor

1228Appointment of the Independent Supervisor

Supervision of Auditors General

1229Supervision of Auditors General by the Independent Supervisor

1230Duties of Auditors General in relation to supervision arrangements

Reporting requirement

1231Reports by the Independent Supervisor

1232Matters to be notified to the Independent Supervisor

1233The Independent Supervisor's power to call for information

1234Suspension notices

1235Effect of suspension notices

1236Compliance orders

1237Proceedings involving the Independent Supervisor

1238Grants to the Independent Supervisor

Chapter 4The register of auditors etc

1239The register of auditors

1240Information to be made available to public

CHAPTER 4AEquivalent Third Countries and Transitional Third Countries

1240APower to approve third countries as equivalent or transitional third countries

CHAPTER 4BApproved Third Country Competent Authorities

1240BPower to approve third country competent authorities

Chapter 5Registered third country auditors

1241Meaning of “registered third country auditor” and “UK-traded non-EEA company”

1242Duties of registered third country auditors

1243Matters to be notified to the Secretary of State

1244The Secretary of State's power to call for information

1245Compliance orders

1246Removal of third country auditors from the register of auditors

1247Grants to bodies concerned with arrangements under Schedule 12

Chapter 6Supplementary and general

Power to require second company audit

1248Secretary of State's power to require second audit of a company

1249Supplementary provision about second audits

False and misleading statements

1250Misleading, false and deceptive statements

Duty of Secretary of State to report on inspections

1251ADuty of the Secretary of State to report on inspections

Delegation of Secretary of State's functions

1252Delegation of the Secretary of State's functions

1253Delegation of functions to an existing body

Cooperation with foreign competent authorities

1253ARequests to foreign competent authorities

1253B Requests from EEA competent authorities

1253C Notification to competent authorities of other EEA States

Transfer of papers to third countries

1253DRestriction on transfer of audit working papers to third countries

1253DATransfer by Secretary of State

1253DBTransfer by statutory auditor with approval of Secretary of State

1253DCTransfer by statutory auditor for purposes of investigation of auditor

1253DD Agreement of EEA competent authority

1253DETransfer by means of inspection

1253EWorking arrangements for transfer of papers

1253FPublication of working arrangements

International obligations

1254Directions to comply with international obligations

General provision relating to offences

1255Offences by bodies corporate, partnerships and unincorporated associations

1256Time limits for prosecution of offences

1257Jurisdiction and procedure in respect of offences

1258Service of notices

1259Documents in electronic form

1260Meaning of “associate”

1261Minor definitions

1262Index of defined expressions

Miscellaneous and general

1263Power to make provision in consequence of changes affecting accountancy bodies

1264Consequential amendments

Part 43Transparency obligations and related matters

1265The transparency obligations directive

Transparency obligations

1266Transparency rules

1267Competent authority's power to call for information

1268Powers exercisable in case of infringement of transparency obligation

Other matters

1269Corporate governance rules

1270Liability for false or misleading statements in certain publications

1271Exercise of powers where UK is host member State

1272Transparency obligations and related matters: minor and consequential amendments

1273Corporate governance regulations

Part 44Miscellaneous provisions

Regulation of actuaries etc

1274Grants to bodies concerned with actuarial standards etc

1275Levy to pay expenses of bodies concerned with actuarial standards etc

1276Application of provisions to Scotland and Northern Ireland

Information as to exercise of voting rights by institutional investors

1277Power to require information about exercise of voting rights

1278Institutions to which information provisions apply

1279Shares to which information provisions apply

1280Obligations with respect to provision of information

Disclosure of information under the Enterprise Act 2002

1281Disclosure of information under the Enterprise Act 2002

Expenses of winding up

1282Payment of expenses of winding up

Commonhold associations

1283Amendment of memorandum or articles of commonhold association

Part 45Northern Ireland

1284Extension of Companies Acts to Northern Ireland

1285Extension of GB enactments relating to SEs

1286Extension of GB enactments relating to certain other forms of business organisation

1287Extension of enactments relating to business names

Part 46General supplementary provisions

Regulations and orders

1288Regulations and orders: statutory instrument

1289Regulations and orders: negative resolution procedure

1290Regulations and orders: affirmative resolution procedure

1291Regulations and orders: approval after being made

1292Regulations and orders: supplementary

“Bank of England”

1292A“Bank of England”

Meaning of “enactment”

1293Meaning of “enactment”

Consequential and transitional provisions

1294Power to make consequential amendments etc

1296Power to make transitional provision and savings

1297Continuity of the law

Part 47Final provisions

1298Short title

1300Commencement

Companies Act 2006

SCHEDULE 1Connected persons: references to an interest in shares or debentures

1(1) The provisions of this Schedule have effect for the...

General provisions

2(1) A reference to an interest in shares includes any...

Rights to acquire shares

3(1) A person is taken to have an interest in...

Right to exercise or control exercise of rights

4(1) A person is taken to have an interest in...

Bodies corporate

5(1) A person is taken to be interested in shares...

6(1) Where an interest in shares is comprised in property...

SCHEDULE 1AReferences to people with significant control over a company

PART 1The specified conditions

1This Part of this Schedule specifies the conditions at least...

Ownership of shares

2The first condition is that X holds, directly or indirectly,...

Ownership of voting rights

3The second condition is that X holds, directly or indirectly,...

Ownership of right to appoint or remove directors

4The third condition is that X holds the right, directly...

Significant influence or control

5The fourth condition is that X has the right to...

Trusts, partnerships etc

6The fifth condition is that— (a) the trustees of a...

PART 2Holding an interest in a company etc

7This Part of this Schedule specifies the circumstances in which,...

Holding an interest

8(1) V holds an interest in company W if—

Interests held through a legal entity

9(1) This paragraph applies where V— (a) holds an interest...

PART 3Supplementary provision

10This Part sets out rules for the interpretation of this...

Joint interests

11If two or more persons each hold a share or...

Joint arrangements

12(1) If shares or rights held by a person and...

Calculating shareholdings

13(1) In relation to a legal entity that has a...

Voting rights

14(1) A reference to the voting rights in a legal...

15In applying this Schedule, the voting rights in a legal...

Rights to appoint or remove members of the board

16A reference to the right to appoint or remove a...

17References to a board of directors, in the case of...

Shares or rights held “indirectly”

18(1) A person holds a share “indirectly” if the person...

Shares held by nominees

19A share held by a person as nominee for another...

Rights treated as held by person who controls their exercise

20(1) Where a person controls a right, the right is...

21(1) “ Arrangement ” includes— (a) any scheme, agreement or...

Rights exercisable only in certain circumstances etc

22(1) Rights that are exercisable only in certain circumstances are...

Rights attached to shares held by way of security

23Rights attached to shares held by way of security provided...

Significant influence or control

24(1) The Secretary of State must issue guidance about the...

Limited partnerships

25(1) An individual does not meet the specified condition in...

PART 4Power to amend thresholds etc

26(1) The Secretary of State may by regulations amend this...

SCHEDULE 1BEnforcement of disclosure requirements

Right to issue restrictions notice

1(1) This paragraph applies if— (a) a notice under section...

Relevant interests

2(1) For the purposes of this Schedule, a person has...

Effect of restrictions notice

3(1) The effect of a restrictions notice issued under paragraph...

Protection of third party rights

4(1) The court may give a direction under this paragraph...

Breach of restrictions

5(1) A person commits an offence if the person does...

6If shares in a company are issued in contravention of...

7(1) A person guilty of an offence under paragraph 5...

Relaxation of restrictions

8(1) An application may be made to the court for...

Orders for sale

9(1) The court may order that the relevant interest subject...

10(1) If a relevant interest is sold in pursuance of...

Company's power to withdraw restrictions notice

11A company that issues a person with a restrictions notice...

Supplementary provision

12(1) The Secretary of State may by regulations make provision...

Offences for failing to comply with notices

13(1) A person to whom a notice under section 790D...

Offences for failing to provide information

14(1) A person commits an offence if the person—

SCHEDULE 2Specified persons, descriptions of disclosures etc for the purposes of section 948

PART 1SPECIFIED PERSONS

(A) UNITED KINGDOM

1The Secretary of State.

2The Department of Enterprise, Trade and Investment for Northern Ireland....

4The Bank of England.

5The Financial Services Authority.

6The Commissioners for Her Majesty's Revenue and Customs.

7The Lord Advocate.

8The Director of Public Prosecutions.

9The Director of Public Prosecutions for Northern Ireland.

11A procurator fiscal.

12The Scottish Ministers.

1The Minister for Economic Development.

2The Minister for Treasury and Resources.

3The Jersey Financial Services Commission.

4The Comptroller of Income Tax.

5The Agent of the Impôts.

6Her Majesty's Attorney General for Jersey.

8A police officer (within the meaning of the Interpretation (Jersey)...

1The Commerce and Employment Department.

2The Treasury and Resources Department.

3The Guernsey Financial Services Commission.

4The Director of Income Tax.

5The Chief Officer of Customs and Excise.

6Her Majesty's Procureur.

7A police officer (within the meaning of the Companies (Guernsey)...

(D) ISLE OF MAN

1(1) The members and officers of each of the Departments...

2The Treasury of the Isle of Man.

3The Financial Supervision Commission of the Isle of Man.

4Her Majesty's Attorney General of the Isle of Man.

5A constable (within the meaning of the Interpretation Act 1976...

PART 2SPECIFIED DESCRIPTIONS OF DISCLOSURES

(A) UNITED KINGDOM

1A disclosure for the purpose of enabling or assisting a...

2A disclosure for the purpose of enabling or assisting an...

3A disclosure for the purpose of enabling or assisting a...

4A disclosure for the purpose of enabling or assisting a...

5A disclosure for the purpose of enabling or assisting a...

6A disclosure for the purpose of enabling or assisting a...

7A disclosure for the purpose of enabling or assisting the...

8A disclosure for the purpose of enabling or assisting a...

9A disclosure for the purpose of enabling or assisting a...

10A disclosure for the purpose of enabling or assisting a...

11A disclosure for the purpose of enabling or assisting the...

12A disclosure for the purpose of enabling or assisting a...

13A disclosure for the purpose of enabling or assisting the...

14A disclosure for the purpose of enabling or assisting the...

15A disclosure for the purpose of enabling or assisting the...

16A disclosure for the purpose of enabling or assisting a...

17A disclosure for the purpose of enabling or assisting an...

18. . . . . . . . . ....

19A disclosure for the purpose of enabling or assisting a...

20A disclosure for the purpose of enabling or assisting the...

21A disclosure for the purpose of enabling or assisting the...

22A disclosure for the purpose of enabling or assisting the...

23A disclosure for the purpose of enabling or assisting the...

24A disclosure for the purpose of enabling or assisting organs...

25A disclosure for the purpose of enabling or assisting the...

26. . . . . . . . . ....

27A disclosure with a view to the institution of, or...

28A disclosure for the purpose of enabling or assisting an...

29A disclosure for the purpose of enabling or assisting the...

30A disclosure for the purpose of enabling or assisting the...

31A disclosure for the purpose of enabling or assisting the...

32A disclosure by the Gambling Commission to the Comptroller and...

33A disclosure for the purposes of enabling or assisting a...

34A disclosure for the purpose of enabling or assisting an...

35A disclosure for the purpose of enabling or assisting an...

36AA disclosure for the purpose of enabling or assisting the...

36A disclosure for the purpose of enabling or assisting a...

37A disclosure for the purpose of enabling or assisting the...

38A disclosure for the purpose of enabling or assisting the...

39A disclosure for the purpose of enabling or assisting a...

40(1) A disclosure for the purpose of enabling or assisting...

41A disclosure for the purpose of enabling or assisting a...

42A disclosure for the purpose of enabling or assisting a...

43A disclosure with a view to the institution of, or...

44A disclosure for the purpose of enabling or assisting a...

45A disclosure for the purpose of enabling or assisting a...

46A disclosure for the purpose of enabling or assisting the...

47A disclosure for the purpose of enabling or assisting a...

48A disclosure with a view to the institution of, or...

49A disclosure with a view to the institution of, or...

50A disclosure for the purposes of proceedings before a tribunal...

51A disclosure for the purpose of enabling or assisting a...

52(1) A disclosure with a view to the institution of,...

53(1) A disclosure with a view to the institution of,...

1A disclosure for the purpose of enabling or assisting an...

2A disclosure for the purpose of enabling or assisting a...

3A disclosure for the purpose of enabling or assisting an...

4A disclosure for the purpose of enabling or assisting the...

5A disclosure for the purpose of enabling or assisting the...

6A disclosure for the purpose of enabling or assisting the...

7A disclosure for the purpose of enabling or assisting the...

8A disclosure for the purpose of enabling or assisting Her...

9A disclosure for the purpose of enabling or assisting Her...

10A disclosure for the purpose of enabling or assisting the...

11A disclosure with a view to the institution of, or...

12(1) A disclosure with a view to the institution of,...

13(1) A disclosure with a view to the institution of,...

1A disclosure for the purpose of enabling or assisting the...

2A disclosure for the purpose of enabling or assisting a...

3A disclosure for the purpose of enabling or assisting Her...

4A disclosure for the purpose of enabling or assisting the...

5A disclosure for the purpose of enabling or assisting any...

6A disclosure with a view to the institution of, or...

7(1) A disclosure with a view to the institution of,...

8(1) A disclosure with a view to the institution of,...

(D) ISLE OF MAN

1A disclosure for the purpose of enabling or assisting an...

2A disclosure for the purpose of enabling or assisting a...

3A disclosure for the purpose of enabling or assisting the...

4A disclosure for the purpose of enabling or assisting an...

5A disclosure for the purpose of enabling or assisting the...

6A disclosure for the purpose of enabling or assisting an...

7A disclosure for the purpose of enabling or assisting the...

8A disclosure with a view to the institution of, or...

9A disclosure for the purpose of enabling or assisting—

10A disclosure for the purpose of enabling or assisting the...

11A disclosure for the purpose of enabling or assisting the...

12A disclosure for the purpose of enabling or assisting the...

13A disclosure for the purpose of enabling or assisting Her...

14A disclosure for the purpose of enabling or assisting the...

15A disclosure for the purpose of enabling or assisting an...

16(1) A disclosure with a view to the institution of,...

17(1) A disclosure with a view to the institution of,...

1A disclosure for the purpose of enabling or assisting—

2(1) A disclosure for the purpose of enabling or assisting...

3A disclosure with a view to the institution of, or...

4A disclosure for the purpose of the provision of a...

5A disclosure in pursuance of any EU obligation.

PART 3OVERSEAS REGULATORY BODIES

1(1) A disclosure is made in accordance with this Part...

2In determining whether to disclose information to a person or...

SCHEDULE 3Amendments of remaining provisions of the Companies Act 1985 relating to offences

Failure to give information about interests in shares etc

1(1) In subsection (3) of section 444 of the Companies...

Obstruction of rights conferred by a warrant or failure to comply with requirement under section 448

2(1) In section 448(7) of the Companies Act 1985 (obstruction...

Wrongful disclosure of information to which section 449 applies

3(1) Section 449 of the Companies Act 1985 (wrongful disclosure...

Destruction, mutilation etc of company documents

4(1) For subsection (3) of section 450 of the Companies...

Provision of false information in purported compliance with section 447

5(1) For subsection (2) of section 451 of the Companies...

Obstruction of inspector, etc exercising power to enter and remain on premises

6(1) Section 453A of the Companies Act 1985 (obstruction of...

Attempted evasion of restrictions under Part 15

7(1) In subsection (1) of section 455 of the Companies...

SCHEDULE 4Documents and information sent or supplied to a company

Part 1Introduction

Application of Schedule

1(1) This Schedule applies to documents or information sent or...

Part 2Communications in hard copy form

2A document or information is validly sent or supplied to...

Method of communication in hard copy form

3(1) A document or information in hard copy form may...

Address for communications in hard copy form

4A document or information in hard copy form may be...

Part 3Communications in electronic form

5A document or information is validly sent or supplied to...

Conditions for use of communications in electronic form

6A document or information may only be sent or supplied...

Address for communications in electronic form

7(1) Where the document or information is sent or supplied...

Part 4Other agreed forms of communication

8A document or information that is sent or supplied to...

SCHEDULE 5Communications by a company

Part 1Introduction

Application of this Schedule

1This Schedule applies to documents or information sent or supplied...

Part 2Communications in hard copy form

2A document or information is validly sent or supplied by...

Method of communication in hard copy form

3(1) A document or information in hard copy form must...

Address for communications in hard copy form

4(1) A document or information in hard copy form may...

Part 3Communications in electronic form

5A document or information is validly sent or supplied by...

Agreement to communications in electronic form

6A document or information may only be sent or supplied...

Address for communications in electronic form

7(1) Where the document or information is sent or supplied...

Part 4Communications by means of a website

Use of website

8A document or information is validly sent or supplied by...

Agreement to use of website

9A document or information may only be sent or supplied...

Deemed agreement of members of company etc to use of website

10(1) This paragraph applies to a document or information to...

Deemed agreement of debenture holders to use of website

11(1) This paragraph applies to a document or information to...

Availability of document or information

12(1) A document or information authorised or required to be...

Notification of availability

13(1) The company must notify the intended recipient of—

Period of availability on website

14(1) The company must make the document or information available...

Part 5Other agreed forms of communication

15A document or information that is sent or supplied otherwise...

Part 6Supplementary provisions

Joint holders of shares or debentures

16(1) This paragraph applies in relation to documents or information...

Death or bankruptcy of holder of shares

17(1) This paragraph has effect in the case of the...

SCHEDULE 6Meaning of “subsidiary” etc: supplementary provisions

1The provisions of this Part of this Schedule explain expressions...

Voting rights in a company

2In section 1159(1)(a) and (c) the references to the voting...

Right to appoint or remove a majority of the directors

3(1) In section 1159(1)(b) the reference to the right to...

Rights exercisable only in certain circumstances or temporarily incapable of exercise

4(1) Rights which are exercisable only in certain circumstances shall...

Rights held by one person on behalf of another

5Rights held by a person in a fiduciary capacity shall...

6(1) Rights held by a person as nominee for another...

Rights attached to shares held by way of security

7Rights attached to shares held by way of security shall...

Rights attributed to holding company

8(1) Rights shall be treated as held by a holding...

Disregard of certain rights

9The voting rights in a company shall be reduced by...

Supplementary

10References in any provision of paragraphs 5 to 9 to...

SCHEDULE 7Parent and subsidiary undertakings: supplementary provisions

1The provisions of this Schedule explain expressions used in section...

Voting rights in an undertaking

2(1) In section 1162(2)(a) and (d) the references to the...

Right to appoint or remove a majority of the directors

3(1) In section 1162(2)(b) the reference to the right to...

Right to exercise dominant influence

4(1) For the purposes of section 1162(2)(c) an undertaking shall...

Rights exercisable only in certain circumstances or temporarily incapable of exercise

5(1) Rights which are exercisable only in certain circumstances shall...

Rights held by one person on behalf of another

6Rights held by a person in a fiduciary capacity shall...

7(1) Rights held by a person as nominee for another...

Rights attached to shares held by way of security

8Rights attached to shares held by way of security shall...

Rights attributed to parent undertaking

9(1) Rights shall be treated as held by a parent...

Disregard of certain rights

10The voting rights in an undertaking shall be reduced by...

Supplementary

11References in any provision of paragraphs 6 to 10 to...

SCHEDULE 8Index of defined expressions

SCHEDULE 9Removal of special provisions about accounts and audit of charitable companies

Part 1The Companies Act 1985 (c. 6)

1Removal of special provisions about accounts and audit of charitable companies

2Removal of special provisions about accounts and audit of charitable companies

3Removal of special provisions about accounts and audit of charitable companies

4Removal of special provisions about accounts and audit of charitable companies

5Removal of special provisions about accounts and audit of charitable companies

6Removal of special provisions about accounts and audit of charitable companies

7Removal of special provisions about accounts and audit of charitable companies

8Removal of special provisions about accounts and audit of charitable companies

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

9Removal of special provisions about accounts and audit of charitable companies

10Removal of special provisions about accounts and audit of charitable companies

11Removal of special provisions about accounts and audit of charitable companies

12Removal of special provisions about accounts and audit of charitable companies

13Removal of special provisions about accounts and audit of charitable companies

14Removal of special provisions about accounts and audit of charitable companies

15Removal of special provisions about accounts and audit of charitable companies

16Removal of special provisions about accounts and audit of charitable companies

SCHEDULE 10Recognised supervisory bodies

Part 1Grant and revocation of recognition of a supervisory body

Application for recognition of supervisory body

1(1) A supervisory body may apply to the Secretary of...

Grant and refusal of recognition

2(1) The Secretary of State may, on an application duly...

Revocation of recognition

3(1) A recognition order in respect of a body may...

Transitional provision

4A recognition order made and not revoked under—

Orders not statutory instruments

5Orders under this Part of this Schedule shall not be...

Part 2Requirements for recognition of a supervisory body

Delegation etc. of tasks by competent authority

5AThe body (“B”) must have rules providing that—

5BThe body must consult with the competent authority and with...

Holding of appropriate qualification

6(1) The body must have rules to the effect that...

7(1) This paragraph explains what is meant in paragraph 6(1)(b)...

7A(1) The body must have rules and practices governing the...

Auditors to be fit and proper persons

8(1) The body must have adequate rules and practices designed...

Professional integrity and independence

9(1) The body must have adequate rules and practices designed...

Technical standards

10(1) The body must have rules and practices as to—...

Technical standards for group audits

10A(1) The body must have rules and practices as to...

Public interest entity reporting requirements

10B. . . . . . . . . ....

Public interest entity independence requirements

10C(1) . . . . . . . . ....

Procedures for maintaining competence

11The body must have rules and practices designed to ensure...

Monitoring and enforcement

12(1) The body must— (a) have adequate resources for the...

Monitoring of audits

13(1) The body must— (a) have adequate arrangements for enabling...

Membership, eligibility and enforcement

14The rules and practices of the body relating to—

Investigation of complaints

15(1) The body must have effective arrangements for the investigation...

Independent investigation for enforcement purposes

16(1) The body must have rules and practices designed to...

Transfer of papers to third countries

16A(1) The body must have adequate rules and practices designed...

Transfer to approved third country competent authority

16AAThe requirements of this paragraph are that—

Transfer for purposes of investigation of auditor

16AB(1) The requirements of this paragraph are that—

Meeting of claims arising out of audit work

17(1) The body must have adequate rules or arrangements designed...

Register of auditors and other information to be made available

18The body must have rules requiring persons eligible under its...

Taking account of costs of compliance

19The body must have satisfactory arrangements for taking account, in...

Promotion and maintenance of standards

20The body must be able and willing—

Supplementary: funding of arrangements

20ZA(1) This paragraph applies where, under regulation 3 of the...

20AIn this Part of this Schedule— “audit reporting requirements” has...

Part 3Arrangements in which recognised supervisory bodies are required to participate

Arrangements for setting standards relating to professional integrity and independence

21Arrangements in which recognised supervisory bodies are required to participate

Arrangements for setting technical standards

22Arrangements in which recognised supervisory bodies are required to participate

Arrangements for setting standards relating to public interest entity reporting requirements

22AArrangements in which recognised supervisory bodies are required to participate

Arrangements for setting standards relating to public interest entity independence requirements

22BArrangements in which recognised supervisory bodies are required to participate

Arrangements for independent monitoring of audits of listed companies and other major bodies

23Arrangements in which recognised supervisory bodies are required to participate

Arrangements for independent monitoring of third country audits

23AArrangements in which recognised supervisory bodies are required to participate

Arrangements for independent investigation for disciplinary purposes of public interest cases

24Arrangements in which recognised supervisory bodies are required to participate

Supplementary: arrangements to operate independently of body

25Arrangements in which recognised supervisory bodies are required to participate

Supplementary: funding of arrangements

26Arrangements in which recognised supervisory bodies are required to participate

Supplementary: scope of arrangement

27Arrangements in which recognised supervisory bodies are required to participate

SCHEDULE 11Recognised professional qualifications

Part 1Grant and revocation of recognition of a professional qualification

Application for recognition of professional qualification

1(1) A qualifying body may apply to the Secretary of...

Grant and refusal of recognition

2(1) The Secretary of State may, on an application duly...

Revocation of recognition

3(1) A recognition order may be revoked by a further...

Transitional provision

4A recognition order made and not revoked under—

Orders not statutory instruments

5Orders under this Part of this Schedule shall not be...

Part 2Requirements for recognition of a professional qualification

Entry requirements

6(1) The qualification must only be open to persons who—...

Requirement for theoretical instruction or professional experience

7(1) The qualification must be restricted to persons who—

8(1) The qualification must be restricted to persons who have...

Practical training

9(1) The qualification must be restricted to persons who have...

Supplementary provision with respect to a sufficient period of professional experience

10(1) Periods of theoretical instruction in the fields of finance,...

The body offering the qualification

11(1) The body offering the qualification must have—

SCHEDULE 11ASpecified persons, descriptions, disclosures etc for the purposes of section 1224A

PART 1Specified persons

1The Secretary of State.

2The Department of Enterprise, Trade and Investment for Northern Ireland....

4The Bank of England.

5The Financial Services Authority.

6The Commissioners for Her Majesty's Revenue and Customs.

7The Lord Advocate.

8The Director of Public Prosecutions.

9The Director of Public Prosecutions for Northern Ireland.

11A procurator fiscal.

12The Scottish Ministers.

13A body designated by the Secretary of State under section...

14A recognised supervisory body.

15A recognised qualifying body.

16The competent authority.

17The Independent Supervisor.

17AA recognised supervisory body as defined in section 1217(4) and...

17BA recognised qualifying body as defined in section 1219(13) as...

17CA body designated by the Secretary of State under section...

17DA body with which a recognised supervisory body within the...

PART 2Specified descriptions of disclosures

18A disclosure for the purpose of enabling or assisting a...

19A disclosure for the purpose of enabling or assisting an...

20A disclosure for the purpose of enabling or assisting a...

21A disclosure for the purpose of enabling or assisting a...

22A disclosure for the purpose of enabling or assisting a...

23A disclosure for the purpose of enabling or assisting a...

24A disclosure for the purpose of enabling or assisting the...

25A disclosure for the purpose of enabling or assisting a...

26A disclosure for the purpose of enabling or assisting a...

27A disclosure for the purpose of enabling or assisting a...

28A disclosure for the purpose of enabling or assisting the...

29A disclosure for the purpose of enabling or assisting a...

30A disclosure for the purpose of enabling or assisting the...

31A disclosure for the purpose of enabling or assisting the...

32A disclosure for the purpose of enabling or assisting the...

33A disclosure for the purpose of enabling or assisting a...

34A disclosure for the purpose of enabling or assisting the...

35A disclosure for the purpose of enabling or assisting the...

36A disclosure for the purpose of enabling or assisting—

37A disclosure for the purpose of enabling or assisting the...

38A disclosure for the purpose of enabling or assisting organs...

39A disclosure for the purpose of enabling or assisting the...

40Specified persons, descriptions, disclosures for the purposes of section 1224A

41A disclosure with a view to the institution of, or...

42A disclosure for the purpose of enabling or assisting an...

43A disclosure for the purpose of enabling or assisting the...

44A disclosure for the purpose of enabling or assisting the...

45A disclosure for the purpose of enabling or assisting the...

46A disclosure for the purpose of enabling or assisting the...

47A disclosure by the Gambling Commission to the Comptroller and...

48A disclosure for the purposes of enabling or assisting a...

49A disclosure for the purpose of enabling or assisting an...

50A disclosure for the purpose of enabling or assisting an...

51A disclosure for the purpose of enabling or assisting a...

51AA disclosure for the purpose of enabling or assisting the...

52A disclosure for the purpose of enabling or assisting the...

53A disclosure for the purpose of enabling or assisting the...

54A disclosure for the purpose of enabling or assisting a...

55A disclosure for the purpose of enabling or assisting a...

56A disclosure for the purpose of enabling or assisting a...

57A disclosure for the purpose of enabling or assisting a...

58A disclosure with a view to the institution of, or...

59A disclosure for the purpose of enabling or assisting a...

60A disclosure for the purpose of enabling or assisting a...

61A disclosure for the purpose of making available to an...

62A disclosure for the purpose of making available to the...

63A disclosure for the purpose of enabling or assisting an...

64A disclosure for the purpose of enabling or assisting the...

65A disclosure for the purpose of enabling or assisting a...

66A disclosure for the purpose of enabling or assisting an...

67A disclosure for the purpose of enabling or assisting the...

68A disclosure with a view to the institution of, or...

69A disclosure for the purpose of enabling or assisting a...

70A disclosure with a view to the institution of, or...

71A disclosure with a view to the institution of, or...

72A disclosure for the purposes of proceedings before the Financial...

73A disclosure for the purposes of proceedings before a tribunal...

74A disclosure for the purpose of enabling or assisting a...

75A disclosure with a view to the institution of, or...

76A disclosure with a view to the institution of, or...

77A disclosure for the purpose of the provision of a...

78A disclosure in pursuance of any EU obligation.

PART 3Overseas regulatory bodies

79A disclosure is made in accordance with this Part of...

80A disclosure is made in accordance with this Part of...

SCHEDULE 12Arrangements in which registered third country auditors are required to participate

Arrangements for independent monitoring of audits of UK-traded non-EEA companies

1(1) The arrangements referred to in section 1242(1)(a) are appropriate...

Arrangements for independent investigations for disciplinary purposes

2(1) The arrangements referred to in section 1242(1)(b) are appropriate...

Supplementary: arrangements to operate independently of third country auditor

3(1) This paragraph applies for the purposes of—

Supplementary: funding of arrangements

4(1) The registered third country auditor must pay any of...

Supplementary: scope of arrangements

5Arrangements may qualify as arrangements within either of paragraphs 1...

Specification of particular arrangements by the Secretary of State

6(1) If there exist two or more sets of arrangements...

SCHEDULE 13Supplementary provisions with respect to delegation order

Operation of this Schedule

1(1) This Schedule has effect in relation to a body...

2The body is not to be regarded as acting on...

Name, members and chairman

3(1) The body is to be known by such name...

Financial provisions

4(1) The body must pay to its chairman and members...

5(1) The delegation order may contain such provision as the...

6(1) The body may retain fees payable to it.

Legislative functions

7(1) Regulations or an order made by the body in...

8(1) Immediately after an instrument is made it must be...

9(1) The production of a printed copy of an instrument...

Report and accounts

10(1) The body must, at least once in each calendar...

Other supplementary provisions

11(1) The transfer of a function to a body designated...

12Where a delegation order is revoked, the Secretary of State...

13(1) This paragraph applies where the body is an unincorporated...

SCHEDULE 14Statutory auditors: consequential amendments

Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)

1(1) Section 16 of the Companies (Audit, Investigations and Community...

SCHEDULE 15Transparency obligations and related matters: minor and consequential amendments

Part 1Amendments of the Financial Services and Markets Act 2000

1Part 6 of the Financial Services and Markets Act 2000...

2In section 73 (general duty of competent authority), after subsection...

3In section 73A (Part 6 Rules), after subsection (5) insert—...

4For the cross-heading before section 90 substitute “ Compensation for...

5For the heading to section 90 substitute “ Compensation for...

6(1) Section 91 (penalties for breach of Part 6 rules)...

7In section 96B (persons discharging managerial responsibilities and connected persons)—...

8In section 97(1) (appointment by the competent authority of persons...

9In section 99 (fees) after subsection (1B) insert—

10(1) Section 102A (meaning of “securities” etc) is amended as...

11(1) Section 103(1) (interpretation of Part 6) is amended as...

12In section 429(2) (Parliamentary control of statutory instruments: affirmative procedure)...

Part 2Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004

13Chapter 2 of Part 1 of the Companies (Audit, Investigations...

14(1) Section 14 (supervision of periodic accounts and reports of...

15(1) Section 15 (application of certain company law provisions to...

SCHEDULE 16 Repeals

Royal arms

Companies Act 2006

2006 CHAPTER 46

An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.

[8th November 2006]

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:—