Part 36Offences under the Companies Acts
General provisions
1125Meaning of “daily default fine”
(1)
This section defines what is meant in the Companies Acts where it is provided that a person guilty of an offence is liable on summary conviction to a fine not exceeding a specified amount “and, for continued contravention, a daily default fine” not exceeding a specified amount.
(2)
This means that the person is liable on a second or subsequent summary conviction of the offence to a fine not exceeding the latter amount for each day on which the contravention is continued (instead of being liable to a fine not exceeding the former amount).
1126Consents required for certain prosecutions
(1)
This section applies to proceedings for an offence under any of the following provisions—
section 458, 460 or 949 of this Act (offences of unauthorised disclosure of information);
section 953 of this Act (failure to comply with rules about takeover bid documents);
section 448, 449, 450, 451 or 453A of the Companies Act 1985 (c. 6) (offences in connection with company investigations);
section 798 of this Act or section 455 of the Companies Act 1985 (offence of attempting to evade restrictions on shares).
(2)
No such proceedings are to be brought in England and Wales except by or with the consent of—
(a)
in the case of an offence under—
(i)
section 458, 460 or 949 of this Act,
(ii)
section 953 of this Act, or
(iii)
section 448, 449, 450, 451 or 453A of the Companies Act 1985,
the Secretary of State or the Director of Public Prosecutions;
(b)
in the case of an offence under section 798 of this Act or section 455 of the Companies Act 1985, the Secretary of State.
(3)
No such proceedings are to be brought in Northern Ireland except by or with the consent of—
(a)
in the case of an offence under—
(i)
section 458, 460 or 949 of this Act,
(ii)
section 953 of this Act, or
(iii)
section 448, 449, 450, 451 or 453A of the Companies Act 1985,
the Secretary of State or the Director of Public Prosecutions for Northern Ireland;
(b)
in the case of an offence under section 798 of this Act or section 455 of the Companies Act 1985, the Secretary of State.
1127Summary proceedings: venue
(1)
Summary proceedings for any offence under the Companies Acts may be taken—
(a)
against a body corporate, at any place at which the body has a place of business, and
(b)
against any other person, at any place at which he is for the time being.
(2)
This is without prejudice to any jurisdiction exercisable apart from this section.
1128Summary proceedings: time limit for proceedings
(1)
An information relating to an offence under the Companies Acts that is triable by a magistrates' court in England and Wales may be so tried if it is laid—
(a)
at any time within three years after the commission of the offence, and
(b)
within twelve months after the date on which evidence sufficient in the opinion of the Director of Public Prosecutions or the Secretary of State (as the case may be) to justify the proceedings comes to his knowledge.
(2)
Summary proceedings in Scotland for an offence under the Companies Acts—
(a)
must not be commenced after the expiration of three years from the commission of the offence;
(b)
subject to that, may be commenced at any time—
(i)
within twelve months after the date on which evidence sufficient in the Lord Advocate's opinion to justify the proceedings came to his knowledge, or
(ii)
where such evidence was reported to him by the Secretary of State, within twelve months after the date on which it came to the knowledge of the latter.
Section 136(3) of the Criminal Procedure (Scotland) Act 1995 (c. 46) (date when proceedings deemed to be commenced) applies for the purposes of this subsection as for the purposes of that section.
(3)
A magistrates' court in Northern Ireland has jurisdiction to hear and determine a complaint charging the commission of a summary offence under the Companies Acts provided that the complaint is made—
(a)
within three years from the time when the offence was committed, and
(b)
within twelve months from the date on which evidence sufficient in the opinion of the Director of Public Prosecutions for Northern Ireland or the Secretary of State (as the case may be) to justify the proceedings comes to his knowledge.
(4)
For the purposes of this section a certificate of the Director of Public Prosecutions, the Lord Advocate, the Director of Public Prosecutions for Northern Ireland or the Secretary of State (as the case may be) as to the date on which such evidence as is referred to above came to his notice is conclusive evidence.
1129Legal professional privilege
In proceedings against a person for an offence under the Companies Acts, nothing in those Acts is to be taken to require any person to disclose any information that he is entitled to refuse to disclose on grounds of legal professional privilege (in Scotland, confidentiality of communications).
1130Proceedings against unincorporated bodies
(1)
Proceedings for an offence under the Companies Acts alleged to have been committed by an unincorporated body must be brought in the name of the body (and not in that of any of its members).
(2)
For the purposes of such proceedings—
(a)
any rules of court relating to the service of documents have effect as if the body were a body corporate, and
(b)
the following provisions apply as they apply in relation to a body corporate—
(i)
in England and Wales, section 33 of the Criminal Justice Act 1925 (c. 86) and Schedule 3 to the Magistrates' Courts Act 1980 (c. 43),
(ii)
in Scotland, sections 70 and 143 of the Criminal Procedure (Scotland) Act 1995 (c. 46),
(iii)
in Northern Ireland, section 18 of the Criminal Justice Act (Northern Ireland) 1945 (c. 15 (N.I.)) and Article 166 of and Schedule 4 to the Magistrates' Courts (Northern Ireland) Order 1981 (S.I. 1981/1675 (N.I. 26)).
(3)
A fine imposed on an unincorporated body on its conviction of an offence under the Companies Acts must be paid out of the funds of the body.
1131Imprisonment on summary conviction in England and Wales: transitory provision
(1)
This section applies to any provision of the Companies Acts that provides that a person guilty of an offence is liable on summary conviction in England and Wales to imprisonment for a term not exceeding twelve months.
(2)
In relation to an offence committed before the commencement of section 154(1) of the Criminal Justice Act 2003 (c. 44), for “twelve months” substitute “six months”.