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Version Superseded: 06/04/2013
Point in time view as at 06/04/2012.
Companies Act 2006, SCHEDULE 8 is up to date with all changes known to be in force on or before 23 August 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
Changes and effects yet to be applied by the editorial team are only applicable when viewing the latest version or prospective version of legislation. They are therefore not accessible when viewing legislation as at a specific point in time. To view the ‘Changes to Legislation’ information for this provision return to the latest version view using the options provided in the ‘What Version’ box above.
Section 1174
abbreviated accounts (in Part 15) | sections 444(4) and 445(3) |
accounting reference date and accounting reference period | section 391 |
accounting standards (in Part 15) | section 464 |
accounts meeting | section 437(3) |
acquisition, in relation to a non-cash asset | section 1163(2) |
address | |
— generally in the Companies Acts | section 1142 |
— in the company communications provisions | section 1148(1) |
affirmative resolution procedure, in relation to regulations and orders | section 1290 |
allotment (time of) | section 558 |
allotment of equity securities (in Chapter 3 of Part 17) | [F1section 560(2)(3)] |
allotted share capital and allotted shares | section 546(1)(b) and (2) |
annual accounts (in Part 15) | section 471 |
annual accounts and reports (in Part 15) | section 471 |
annual general meeting | section 336 |
annual return | section 854 |
appropriate audit authority (in sections 522, 523 and 524) | section 525(1) |
appropriate rate of interest | |
— in Chapter 5 of Part 17 | section 592 |
— in Chapter 6 of Part 17 | section 609 |
approval after being made, in relation to regulations and orders | section 1291 |
arrangement | |
— in Part 26 | section 616(1) |
— in Chapter 7 of Part 17 | section 895(2) |
articles | section 18 |
associate (in Chapter 3 of Part 28) | section 988 |
associated bodies corporate and associated company (in Part 10) | section 256 |
authenticated, in relation to a document or information sent or supplied to a company | section 1146 |
authorised group, of members of a company (in Part 14) | section 370(3) |
authorised insurance company | section 1165(2) |
authorised minimum (in relation to share capital of public company) | section 763 |
available profits (in Chapter 5 of Part 18) | sections 711 and 712 |
banking company and banking group | section 1164 |
body corporate | section 1173(1) |
called-up share capital | section 547 |
capital redemption reserve | section 733 |
capitalisation in relation to a company's profits (in Part 23) | section 853(3) |
cash (in relation to paying up or allotting shares) | section 583 |
cause of action, in relation to derivative proceedings (in Chapter 2 of Part 11) | section 265(7) |
certified translation (in Part 35) | section 1107 |
charge (in Chapter 1 of Part 25) | section 861(5) |
circulation date, in relation to a written resolution (in Part 13) | section 290 |
class of shares | section 629 |
the Companies Acts | section 2 |
Companies Act accounts | sections 395(1)(a) and 403(2)(a) |
Companies Act group accounts | section 403(2)(a) |
Companies Act individual accounts | section 395(1)(a) |
companies involved in the division (in Part 27) | section 919(2) |
company | |
— generally in the Companies Acts | section 1 |
— in Chapter 7 of Part 17 | section 616(1) |
— in Chapter 1 of Part 25 | section 861(5) |
— in Chapter 2 of Part 25 | section 879(6) |
— in Part 26 | section 895(2) |
— in Chapter 3 of Part 28 | section 991(1) |
— in the company communications provisions | section 1148(1) |
the company communications provisions | section 1143 |
the company law provisions of this Act | section 2(2) |
company records (in Part 37) | section 1134 |
connected with, in relation to a director (in Part 10) | sections 252 to 254 |
constitution, of a company | |
— generally in the Companies Acts | section 17 |
— in Part 10 | section 257 |
[F2contributory | section 1170B] |
controlling, of a body corporate by a director (in Part 10) | section 255 |
[F3corporate governance statement and separate corporate governance statement | |
— in Part 15 | section 472A |
— in Part 16 | section 538A] |
corporation | section 1173(1) |
the court | section 1156 |
credit institution | section 1173(1) |
credit transaction (in Chapter 4 of Part 10) | section 202 |
creditor (in Chapter 1 of Part 31) | section 1011 |
daily default fine | section 1125 |
date of the offer (in Chapter 3 of Part 28) | section 991(1) |
debenture | section 738 |
derivative claim (in Chapter 1 of Part 11) | section 260 |
derivative proceedings (in Chapter 2 of Part 11) | section 265 |
Directive disclosure requirements | section 1078 |
director | |
— generally in the Companies Acts | section 250 |
— in Chapter 8 of Part 10 | section 240(3) |
— in Chapter 1 of Part 11 | section 260(5) |
— in Chapter 2 of Part 11 | section 265(7) |
— in Part 14 | section 379(1) |
directors' remuneration report | section 420 |
directors' report | section 415 |
distributable profits | |
— in Chapter 2 of Part 18 | section 683(1) |
—elsewhere in Part 18 | section 736 |
distribution | |
— in Chapter 2 of Part 18 | section 683(1) |
— in Part 23 | section 829 |
division (in Part 27) | section 919 |
document | |
— in Part 35 | section 1114(1) |
— in the company communications provisions | section 1148(1) |
dormant, in relation to a company or other body corporate | section 1169 |
EEA State and related expressions | section 1170 |
electronic form, electronic copy, electronic means | |
— generally in the Companies Acts | section 1168(3) and (4) |
— in relation to communications to a company | Part 3 of Schedule 4 |
— in relation to communications by a company | Part 3 of Schedule 5 |
eligible members, in relation to a written resolution | section 289 |
e-money issuer | |
— in Part 15 | section 474(1) |
— in Part 16 | section 539 |
employees' share scheme | section 1166 |
employer and employee (in Chapter 1 of Part 18) | section 676 |
enactment | section 1293 |
equity securities (in Chapter 3 of Part 17) | section 560(1) |
equity share capital | section 548 |
equity shares (in Chapter 7 of Part 17) | section 616(1) |
[F4establishment of an overseas company (in Part 35) | section 1067(6)] |
existing company (in Part 27) | section 902(2) |
fellow subsidiary undertakings | section 1161(4) |
financial assistance (in Chapter 2 of Part 18) | section 677 |
financial institution | section 1173(1) |
financial year, of a company | section 390 |
firm | section 1173(1) |
fixed assets (in Part 23) | section 853 |
the former Companies Acts | section 1171 |
the Gazette | section 1173(1) |
group (in Part 15) | section 474(1) |
group undertaking | section 1161(5) |
hard copy form and hard copy | |
— generally in the Companies Acts | section 1168(2) |
— in relation to communications to a company | Part 2 of Schedule 4 |
— in relation to communications by a company | Part 2 of Schedule 5 |
hire-purchase agreement | section 1173(1) |
holder of shares (in Chapter 3 of Part 17) | section 574 |
holding company | section 1159 (and see section 1160 and Schedule 6) |
IAS accounts | sections 395(1)(b) and 403(1) and (2)(b) |
IAS group accounts | section 403(1) and (2)(b) |
IAS individual accounts | section 395(1)(b) |
IAS Regulation (in Part 15) | section 474(1) |
included in the consolidation, in relation to group accounts (in Part 15) | section 474(1) |
individual accounts | section 394 |
information rights (in Part 9) | section 146(3) |
insurance company | section 1165(3) |
insurance group | section 1165(5) |
insurance market activity | section 1165(7) |
interest in shares (for the purposes of Part 22) | sections 820 to 825 |
international accounting standards (in Part 15) | section 474(1) |
investment company (in Part 23) | section 833 |
F5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | F5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
F5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | F5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
F5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | F5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
issued share capital and issued shares | section 546(1)(a) and (2) |
the issuing company (in Chapter 7 of Part 17) | section 610(6) |
the Joint Stock Companies Acts | section 1171 |
liabilities (in Part 27) | section 941 |
liability, references to incurring, reducing or discharging (in Chapter 2 of Part 18) | section 683(2) |
limited by guarantee | section 3(3) |
limited by shares | section 3(2) |
limited company | section 3 |
the main register (of members) (in Chapter 3 of Part 8) | section 131(1) |
major audit (in sections 522 and 525) | section 525(2) |
market purchase, by a company of its own shares (in Chapter 4 of Part 18) | section 693(4) |
member, of a company | |
— generally in the Companies Acts | section 112 |
— in Chapter 1 of Part 11 | section 260(5) |
— in Chapter 2 of Part 11 | section 265(7) |
memorandum of association | section 8 |
merger (in Part 27) | section 904 |
merging companies (in Part 27) | section 904(2) |
merger by absorption (in Part 27) | section 904(1)(a) |
merger by formation of a new company (in Part 27) | section 904(1)(b) |
[F6“MiFID investment firm | |
—in Part 15 | section 474(1). |
—in Part 16 | section 539] |
negative resolution procedure, in relation to regulations and orders | section 1289 |
net assets (in Part 7) | section 92 |
new company (in Part 27) | section 902(2) |
non-cash asset | section 1163 |
F7. . . | F7. . . |
non-voting shares (in Chapter 3 of Part 28) | section 991(1) |
number, in relation to shares | section 540(4)(b) |
off-market purchase, by a company of its own shares (in Chapter 4 of Part 18) | section 693(2) |
offer period (in Chapter 2 of Part 28) | section 971(1) |
offer to the public (in Chapter 1 of Part 20) | section 756 |
offeror | |
— in Chapter 2 of Part 28 | section 971(1) |
— in Chapter 3 of Part 28 | section 991(1) |
officer, in relation to a body corporate | section 1173(1) |
officer in default | section 1121 |
official seal, of registrar | section 1062 |
opted-in company (in Chapter 2 of Part 28) | section 971(1) |
opting-in resolution (in Chapter 2 of Part 28) | section 966(1) |
opting-out resolution (in Chapter 2 of Part 28) | section 966(5) |
ordinary resolution | section 282 |
ordinary shares (in Chapter 3 of Part 17) | section 560(1) |
organisation (in Part 14) | section 379(1) |
other relevant transactions or arrangements (in Chapter 4 of Part 10) | section 210 |
overseas company | section 1044 |
overseas branch register | section 129(1) |
paid up | section 583 |
the Panel (in Part 28) | section 942 |
parent company | section 1173(1) |
parent undertaking | section 1162 (and see Schedule 7) |
payment for loss of office (in Chapter 4 of Part 10) | section 215 |
pension scheme (in Chapter 1 of Part 18) | section 675 |
period for appointing auditors, in relation to a private company | section 485(2) |
period for filing, in relation to accounts and reports for a financial year | section 442 |
permissible capital payment (in Chapter 5 of Part 18) | section 710 |
political donation (in Part 14) | section 364 |
political expenditure (in Part 14) | section 365 |
political organisation (in Part 14) | section 363(2) |
prescribed | section 1167 |
private company | section 4 |
profit and loss account (in Part 15) | section 474(1) and (2) |
profits and losses (in Part 23) | section 853(2) |
profits available for distribution (for the purposes of Part 23) | section 830(2) |
property (in Part 27) | section 941 |
protected information (in Chapter 8 of Part 10) | section 240 |
provision for entrenchment, in relation to a company's articles | section 22 |
public company | section 4 |
publication, in relation to accounts and reports (in sections 433 to 435) | section 436 |
qualified, in relation to an auditor's report etc (in Part 16) | section 539 |
qualifying shares (in Chapter 6 of Part 18) | section 724(2) |
qualifying third party indemnity provision (in Chapter 7 of Part 10) | section 234 |
qualifying pension scheme indemnity provision (in Chapter 7 of Part 10) | section 235 |
quasi-loan (in Chapter 4 of Part 10) | section 199 |
quoted company | |
— in Part 13 | section 361 |
— in Part 15 | section 385 |
— in Chapter 5 of Part 16 | section 531 (and section 385) |
realised profits and losses (in Part 23) | section 853(4) |
[F8receiver or manager (and certain related references) | section 1170A] |
redeemable shares | section 684(1) |
redenominate | section 622(1) |
redenomination reserve | section 628 |
the register | section 1080 |
register of charges, kept by registrar | |
— in England and Wales and Northern Ireland | section 869 |
— in Scotland | section 885 |
register of directors | section 162 |
register of directors' residential addresses | section 165 |
register of members | section 113 |
register of secretaries | section 275 |
F9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | F9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
F9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | F9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
[F10registered number, of a company (or an overseas company) | section 1066 (and section 1059A(5))] |
[F11registered number, of a UK establishment of an overseas company | section 1067] |
registered office, of a company | section 86 |
registrar and registrar of companies | section 1060 |
registrar's index of company names | section 1099 |
registrar's rules | section 1117 |
registration in a particular part of the United Kingdom | section 1060(4) |
regulated activity | |
— generally in the Companies Acts | section 1173(1) |
— in Part 15 | section 474(1) |
regulated market | section 1173(1) |
relevant accounts (in Part 23) | section 836(2) |
requirements for proper delivery (in Part 35) | section 1072 (and see section 1073) |
requirements of this Act | section 1172 |
[F12return period (in Part 24) | section 855(4)] |
securities (and related expressions) | |
— in Chapter 1 of Part 20 | section 755(5) |
— in Chapter 2 of Part 21 | section 783 |
senior statutory auditor | section 504 |
sent or supplied, in relation to documents or information (in the company communications provisions) | section 1148(2) and (3) |
service address | section 1141 |
service contract, of a director (in Part 10) | section 227 |
shadow director | section 251 |
share | |
— generally in the Companies Acts | section 540 (and see section 1161(2)) |
— in Part 22 | section 792 |
— in section 1162 and Schedule 7 | section 1162(7) |
share capital, company having a | section 545 |
share exchange ratio | |
— in Chapter 2 of Part 27 | section 905(2) |
— in Chapter 3 of Part 27 | section 920(2) |
share premium account | section 610(1) |
share warrant | section 779(1) |
[F13small companies exemption (in relation to directors' report) | section 415A] |
small companies regime, for [F14(for accounts)] | section 381 |
solvency statement (in sections 641 to 644) | section 643 |
special notice, in relation to a resolution | section 312 |
special resolution | section 283 |
statutory accounts | section 434(3) |
subsidiary | section 1159 (and see section 1160 and Schedule 6) |
subsidiary undertaking | section 1162 (and see Schedule 7) |
summary financial statement | section 426 |
takeover bid (in Chapter 2 of Part 28) | section 971(1) |
takeover offer (in Chapter 3 of Part 28) | section 974 |
the Takeovers Directive | |
— in Chapter 1 of Part 28 | section 943(8) |
— in Chapter 2 of Part 28 | section 971(1) |
[F15traded company (in Part 13) | section 360C] |
F16. . . | F16. . . |
trading certificate | section 761(1) |
transfer, in relation to a non-cash asset | section 1163(2) |
treasury shares | section 724(5) |
turnover | |
— in Part 15 | section 474(1) |
— in Part 16 | section 539 |
UCITS management company | |
— in Part 15 | section 474(1) |
— in Part 16 | section 539 |
[F17UK establishment of an overseas company (in Part 35) | section 1067(6)] |
UK-registered company | section 1158 |
uncalled share capital | section 547 |
unconditional, in relation to a contract to acquire shares (in Chapter 3 of Part 28) | section 991(2) |
undistributable reserves | section 831(4) |
undertaking | section 1161(1) |
unique identifier | section 1082 |
unlimited company | section 3 |
unquoted company (in Part 15) | section 385 |
voting rights | |
— in Chapter 2 of Part 28 | section 971(1) |
— in Chapter 3 of Part 28 | section 991(1) |
— in section 1159 and Schedule 6 | paragraph 2 of Schedule 6 |
— in section 1162 and Schedule 7 | paragraph 2 of Schedule 7 |
voting shares | |
— in Chapter 2 of Part 28 | section 971(1) |
— in Chapter 3 of Part 28 | section 991(1) |
website, communication by a company by means of | Part 4 of Schedule 5 |
Welsh company | section 88 |
wholly-owned subsidiary | section 1159(2) (and see section 1160 and Schedule 6) |
working day, in relation to a company | section 1173(1) |
written resolution | section 288 |
Textual Amendments
F1Sch. 8: words in entry substituted (1.10.2009) by The Companies Act 2006 (Allotment of Shares and Right of Pre-emption) (Amendment) Regulations 2009 (S.I. 2009/2561), reg. 2(6)
F2Sch. 8: entry inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 260(9) (with art. 10)
F3Sch. 8: entry inserted (27.6.2009) by The Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 (S.I. 2009/1581), reg. 9 (with application as stated in reg. 1(3))
F4Sch. 8: entry inserted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 17(b)
F5Sch. 8: entry omitted (1.11.2007) by virtue of The Markets in Financial Instruments Directive (Consequential Amendments) Regulations 2007 (S.I. 2007/2932), reg. 3(8)(a)
F6Sch. 8: entry inserted (1.11.2007) by The Markets in Financial Instruments Directive (Consequential Amendments) Regulations 2007 (S.I. 2007/2932), reg. 3(8)(b)
F7Sch. 8: entry for "non-traded company (in Part 24)" omitted (1.10.2011) by virtue of The Companies Act 2006 (Annual Returns) Regulations 2011 (S.I. 2011/1487), regs. 2(2), 5 and entry for "non-traded company" purported to be omitted (30.6.2016) by virtue ofS.I. 2016/321, reg. 6(b)
F8Sch. 8 entry: inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 260(9) (with art. 10)
F9Sch. 8: enties omitted (1.10.2009) by virtue of The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 17(a)
F10Sch. 8: entry inserted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 17(b)
F11Sch. 8: entry inserted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 17(b)
F12Sch. 8: entry inserted (1.10.2009) by The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 9
F13Sch. 8: entry inserted (6.4.2008) by The Companies Act 2006 (Amendment) (Accounts and Reports) Regulations 2008 (S.I. 2008/393), reg. 6(12)
F14Sch. 8: words in entry substituted (6.4.2008) by The Companies Act 2006 (Amendment) (Accounts and Reports) Regulations 2008 (S.I. 2008/393), reg. 6(11)
F15Sch. 8: entry inserted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 21(2) (with application as mentioned in reg. 1(2))
F16Sch. 8: entry for "traded company (in Part 24)" omitted (1.10.2011) by virtue of The Companies Act 2006 (Annual Returns) Regulations 2011 (S.I. 2011/1487), regs. 2(2), 5
F17Sch. 8: entry inserted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 17(b)
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