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

(1)

This section applies to—

(a)

any company that was in existence on 2nd November 1862 (including any company registered under the Joint Stock Companies Acts), and

(b)

any company formed after that date (whether before or after the commencement of this Act)—

(i)

in pursuance of an Act of Parliament other than this Act or any of the former Companies Acts,

(ii)

in pursuance of letters patent, or

(iii)

that is otherwise duly constituted according to law.

F1other than a company registered under Part 4 of the Risk Transformation Regulations 2017.

(2)

Any such company may on making application register under this Act.

(3)

Subject to the following provisions, it may register as an unlimited company, as a company limited by shares or as a company limited by guarantee.

(4)

A company having the liability of its members limited by Act of Parliament or letters patent—

(a)

may not register under this section unless it is a joint stock company, and

(b)

may not register under this section as an unlimited company or a company limited by guarantee.

(5)

A company that is not a joint stock company may not register under this section as a company limited by shares.

(6)

The registration of a company under this section is not invalid by reason that it has taken place with a view to the company's being wound up.

1041Definition of “joint stock company”

(1)

For the purposes of section 1040 (companies authorised to register under this Act) “joint stock company” means a company—

(a)

having a permanent paid-up or nominal share capital of fixed amount divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and

(b)

formed on the principle of having for its members the holders of those shares or that stock, and no other persons.

(2)

Such a company when registered with limited liability under this Act is deemed a company limited by shares.

1042Power to make provision by regulations

(1)

The Secretary of State may make provision by regulations—

(a)

for and in connection with registration under section 1040 (companies authorised to register under this Act), and

(b)

as to the application to companies so registered of the provisions of the Companies Acts.

(2)

Without prejudice to the generality of that power, regulations under this section may make provision corresponding to any provision formerly made by Chapter 2 of Part 22 of the Companies Act 1985 (c. 6).

(3)

Regulations under this section are subject to negative resolution procedure.

Chapter 2Unregistered companies

1043Unregistered companies

(1)

This section applies to bodies corporate incorporated in and having a principal place of business in the United Kingdom, other than—

(a)

bodies incorporated by, or registered under, a public general Act of Parliament;

(b)

bodies not formed for the purpose of carrying on a business that has for its object the acquisition of gain by the body or its individual members;

(c)

bodies for the time being exempted from this section by direction of the Secretary of State;

(d)

open-ended investment companies.

F2(e)

protected cell companies registered under Part 4 of the Risk Transformation Regulations 2017.

(2)

The Secretary of State may make provision by regulations applying specified provisions of the Companies Acts to all, or any specified description of, the bodies to which this section applies.

(3)

The regulations may provide that the specified provisions of the Companies Acts apply subject to any specified limitations and to such adaptations and modifications (if any) as may be specified.

(4)

This section does not—

(a)

repeal or revoke in whole or in part any enactment, royal charter or other instrument constituting or regulating any body in relation to which provisions of the Companies Acts are applied by regulations under this section, or

(b)

restrict the power of Her Majesty to grant a charter in lieu or supplementary to any such charter.

But in relation to any such body the operation of any such enactment, charter or instrument is suspended in so far as it is inconsistent with any of those provisions as they apply for the time being to that body.

(5)

In this section “specified” means specified in the regulations.

(6)

Regulations under this section are subject to negative resolution procedure.