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  1. Introductory Text

  2. PART I GENERAL

    1. 1. Citation, commencement and extent

    2. 2. Interpretation

  3. PART II FORMATION, SUPERVISION AND CONTROL

    1. General

      1. 3. Open-ended investment company

      2. 4. Registration by the Authority

      3. 5. Safekeeping of scheme property by depositary

      4. 6. FSA rules

      5. 7. Modification or waiver of FSA rules

      6. 8. Notices: general

      7. 9. Publication

      8. 10. The Authority’s procedures

      9. 11. The Tribunal

    2. Authorisation

      1. 12. Applications for authorisation

      2. 13. Particulars of directors

      3. 14. Authorisation

      4. 15. Requirements for authorisation

      5. 16. Representations against refusal of authorisation

      6. 17. Certificates

    3. Names

      1. 18. Registrar’s approval of names

      2. 19. Prohibition on certain names

      3. 20. Registrar’s index of company names

    4. Alterations

      1. 21. The Authority’s approval for certain changes in respect of a company

      2. 22. Procedure when refusing approval of proposed changes

    5. Ending of authorisation

      1. 23. Ending of authorisation

      2. 24. Procedure

    6. Powers of intervention

      1. 25. Directions

      2. 26. Applications to the court

      3. 27. Procedure on giving directions under regulation 25 and varying them on Authority’s own initiative

      4. 28. Procedure: refusal to revoke or vary direction

      5. 29. Procedure: revocation of direction and grant of request for variation

    7. Investigations

      1. 30. Power to investigate

    8. Winding up

      1. 31. Winding up by the court

      2. 32. Dissolution on winding up by the court

      3. 33. Dissolution in other circumstances

  4. PART III CORPORATE CODE

    1. Organs

      1. 34. Directors

      2. 35. Directors to have regard to interests of employees

      3. 36. Inspection of directors’ service contracts

      4. 37. General meetings

      5. 38. Capacity of company

      6. 39. Power of directors and general meeting to bind the company

      7. 40. No duty to enquire as to capacity etc.

      8. 41. Exclusion or deemed notice

      9. 42. Restraint and ratification by shareholders

      10. 43. Events affecting company status

      11. 44. Invalidity of certain transactions involving directors

    2. Shares

      1. 45. Shares

      2. 46. Share certificates

      3. 47. Exceptions from regulation 46

      4. 48. Bearer shares

      5. 49. Register of shareholders

      6. 50. Power to close register

      7. 51. Power of court to rectify register

      8. 52. Share transfers

    3. Operation

      1. 53. Power incidental to carrying on business

      2. 54. Name to appear in correspondence etc.

      3. 55. Particulars to appear in correspondence etc.

      4. 56. Contracts: England and Wales

      5. 57. Execution of documents: England and Wales

      6. 58. Execution of deeds overseas: England and Wales

      7. 59. Authentication of documents: England and Wales

      8. 60. Official seal for share certificates

      9. 61. Personal liability for contracts and deeds

      10. 62. Exemptions from liability to be void

      11. 63. Power of court to grant relief in certain cases

      12. 64. Punishment for fraudulent trading

      13. 65. Power to provide for employees on cessation or transfer of business

    4. Reports

      1. 66. Reports: preparation

      2. 67. Reports: accounts

      3. 68. Reports: voluntary revision

      4. 69. Auditors

    5. Mergers and divisions

      1. 70. Mergers and divisions

  5. PART IV THE AUTHORITY’S REGISTRATION FUNCTIONS

    1. 71. Register of open-ended investment companies

    2. 72. Companies’ registered numbers

    3. 73. Delivery of documents to the Authority

    4. 74. Keeping of company records by the Authority

    5. 75. Inspection etc. of records kept by the Authority

    6. 76. Provision by the Authority of documents in non-legible form

    7. 77. Documents relating to Welsh open-ended investment companies

    8. 78. Public notice by the Authority of receipt and issue of certain documents

    9. 79. Exclusion of deemed notice

  6. PART V MISCELLANEOUS

    1. 80. Contraventions

    2. 81. Offences by bodies corporate etc.

    3. 82. Jurisdiction and procedure in respect of offences

    4. 83. Evidence of grant of probate etc.

    5. 84. Minor and consequential amendments

    6. 85. Revocation etc.

  7. Signature

    1. SCHEDULE 1

      DEPOSITARIES

      1. Appointment

        1. 1.On the coming into effect of an authorisation order in...

        2. 2.Subject to regulations 21 and 26, any subsequent appointment of...

      2. Retirement

        1. 3.The depositary of a company may not retire voluntarily except...

      3. Rights

        1. 4.The depositary of a company is entitled—

      4. Statement by depositary ceasing to hold office

        1. 5.(1) Where the depositary of a company ceases, for any...

        2. 6.(1) This paragraph applies where copies of a statement have...

    2. SCHEDULE 2

      INSTRUMENT OF INCORPORATION

      1. 1.The instrument of incorporation of an open-ended investment company must—...

      2. 2.The statements referred to in paragraph 1(a) are—

      3. 3.(1) The instrument of incorporation must contain provision as to...

      4. 4.(1) The instrument of incorporation must also contain provision as...

      5. 5.(1) Once an authorisation order has been made in respect...

      6. 6.(1) The provisions of a company’s instrument of incorporation are...

    3. SCHEDULE 3

      REGISTER OF SHAREHOLDERS

      1. General

        1. 1.(1) Subject to sub-paragraph (2), every open-ended investment company must...

        2. 2.(1) ... The register of shareholders is prima facie evidence...

        3. 3.In the case of companies registered in England and Wales,...

      2. Contents

        1. 5.(1) The register of shareholders must contain an entry consisting...

        2. 6.(1) This paragraph does not apply to any issue or...

        3. 7.The register of shareholders must contain a monthly statement of...

        4. 8.(1) This paragraph applies where the aggregate number of shares...

      3. Location

        1. 9.The register of shareholders of a company must be kept...

      4. Index

        1. 10.(1) Every company must keep an index of the names...

      5. Inspection

        1. 11.(1) Subject to regulation 50 and to FSA rules, the...

      6. Agent’s default

        1. 12.(1) Sub-paragraphs (2) and (4) apply where, in accordance with...

    4. SCHEDULE 4

      SHARE TRANSFERS

      1. General

        1. 1.The instrument of incorporation of a company may contain provison...

        2. 2.Where any shares are transferred to the company, the company...

        3. 3.In the case of a company which is a participating...

      2. Transfer of registered shares

        1. 4.(1) Where a transfer of shares is made by the...

        2. 5.(1) Except in the case of any transfer of shares...

        3. 6.In the case of any transfer of shares which meets...

        4. 7.(1) A company may, before the end of the period...

        5. 8.(1) Where, in respect of any transfer of shares, the...

      3. Transfer of bearer shares

        1. 9.A transfer of title to any bearer share in a...

        2. 10.Where the holder of bearer shares proposes to transfer to...

      4. Miscellaneous

        1. 11.Nothing in the preceding provisions of this Schedule prejudices any...

        2. 12.A transfer of registered shares that are held by a...

        3. 13.On the death of any one of the joint holders...

    5. SCHEDULE 5

      AUDITORS

      1. Eligibility

        1. 1.No person is eligible for appointment as auditor of an...

        2. 2.(1) A person is ineligible for appointment as auditor of...

        3. 3.(1) No person is to act as auditor of a...

      2. Appointment

        1. 4.(1) Every company must appoint an auditor or auditors in...

        2. 5.If, in any case, no auditors are appointed as required...

        3. 6.(1) The directors of a company, or the company in...

        4. 7.(1) Sub-paragraphs (2) to (5) apply to the appointment, as...

      3. Rights

        1. 8.(1) The auditors of a company have a right of...

        2. 9.(1) The auditors of a company are entitled—

      4. Remuneration

        1. 10.(1) The remuneration of auditors of a company who are...

        2. 11.(1) Subject to sub-paragraph (2), the power of the Secretary...

      5. Removal

        1. 12.(1) A company may by resolution remove an auditor from...

      6. Rights on removal or non-reappointment

        1. 13.(1) A resolution at a general meeting of a company—...

        2. 14.(1) An auditor who has been removed from office has,...

      7. Resignation

        1. 15.(1) An auditor of a company may resign his office...

        2. 16.(1) This paragraph applies where a notice of resignation of...

        3. 17.(1) An auditor who has resigned has, notwithstanding his removal,...

      8. Statement by auditor ceasing to hold office

        1. 18.(1) Where an auditor ceases for any reason to hold...

        2. 19.(1) If a person ceasing to hold office as auditor...

        3. 20.Section 249(1) of the Act (disqualification of auditor for breach...

    6. SCHEDULE 6

      MERGERS AND DIVISIONS

      1. 1.This Schedule applies to any reconstruction or amalgamation involving an...

      2. 2.An open-ended investment company may apply to the court under...

      3. 3.A public company may apply to the court under section...

      4. 4.(1) The schemes falling within this paragraph are—

      5. 5.For the purposes of this Schedule, sections 425 to 427...

      6. 6.(1) All the provisions of the 1985 Act referred to...

    7. SCHEDULE 7

      MINOR AND CONSEQUENTIAL AMENDMENTS

      1. PART I Primary Legislation

        1. Trustee Investments Act 1961 (c. 62)

          1. 1.For paragraph 2A of Part III of Schedule 1 to...

        2. Stock Transfer Act 1963 (c. 18)

          1. 2.For section 1(4)(f) of the Stock Transfer Act 1963 (registered...

        3. Companies Act 1985 (c. 6)

          1. 3.(1) Section 26 of the Companies Act 1985 (“the 1985...

          2. 4.(1) Section 199(2A) of the 1985 Act (interests to be...

          3. 5.In section 209(1)(h) of the 1985 Act (interests to be...

          4. 6.In section 220(1) of the 1985 Act (definitions for Part...

          5. 7.In section 716(2) of the 1985 Act (exemptions from prohibition...

          6. 8.In section 718(2) of the 1985 Act (exemptions from application...

        4. Company Directors Disqualification Act 1986 (c. 46)

          1. 9.In Schedule 1 to the Company Directors Disqualification Act 1986...

        5. Pension Schemes Act 1993 (c. 48)

          1. 10.In section 38(6) (permitted forms for appropriate schemes), for paragraph...

        6. Limited Liability Partnerships Act 2000 (c. 12)

          1. 11.In paragraph 8(2) of the Schedule to the Limited Liability...

      2. PART II Subordinate Legislation

        1. The Uncertificated Securities Regulations 1995 (S.I. 1995/3272)

          1. 12.(1) The Uncertificated Securities Regulations 1995 are amended as follows....

  9. Explanatory Note