110 Entitlement of valuer to full disclosure.
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Companies Act 1985
United Kingdom · statute
Ask the law about thisMore laws of United KingdomFor machines: Markdown
In force since 2026-04-07, as the publisher states.
Copy read on 2026-11-08. The page it was read from
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.
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Contents: 764 provisions
- Title and introductory text
- 1 Mode of forming incorporated company.
- 2 Requirements with respect to memorandum.
- 3 Forms of memorandum.
- 3A Statement of company’s objects: general commercial company.
- 4 Resolution to alter objects.
- 5 Procedure for objecting to alteration.
- 6 Provisions supplementing ss. 4, 5.
- 7 Articles prescribing regulations for companies.
- 8 Tables A, C, D and E.
- 8A Table G.
- 9 Alteration of articles by special resolution.
- 10 Documents to be sent to registrar.
- 11 Minimum authorised capital (public companies).
- 12 Duty of registrar.
- 13 Effect of registration.
- 14 Effect of memorandum and articles.
- 15 Memorandum and articles of company limited by guarantee.
- 16 Effect of alteration on company’s members.
- 17 Conditions in memorandum which could have been in articles.
- 18 Amendments of memorandum or articles to be registered.
- 19 Copies of memorandum and articles to be given to members.
- 20 Issued copy of memorandum to embody alterations.
- 21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 22 Definition of “member”.
- 23 Membership of holding company.
- 24 Minimum membership for carrying on business.
- 25 Name as stated in memorandum.
- 26 Prohibition on registration of certain names.
- 27 Alternatives of statutory designations.
- 28 Change of name.
- 29 Regulations about names.
- 30 Exemption from requirement of “limited” as part of the name.
- 31 Provisions applying to company exempt under s. 30.
- 32 Power to require company to abandon misleading name.
- 33 Prohibition on trading under misleading name.
- 34 Penalty for improper use of “limited” or “cyfyngedig”.
- 34A Penalty for improper use of “community interest company” etc.
- 35 A company’s capacity not limited by its memorandum.
- 35A Power of directors to bind the company.
- 35B No duty to enquire as to capacity of company or authority of directors.
- 36 Company contracts: England and Wales.
- 36A Execution of documents: England and Wales.
- 36AA Execution of deeds: England and Wales
- 36B Execution of documents by companies.
- 36C Pre-incorporation contracts, deeds and obligations.
- 37 Bills of exchange and promissory notes.
- 38 Execution of deeds abroad.
- 39 Power of company to have official seal for use abroad.
- 40 Official seal for share certificates, etc.
- 41 Authentication of documents.
- 42 Events affecting a company’s status.
- 43 Re-registration of private company as public.
- 44 Consideration for shares recently allotted to be valued.
- 45 Additional requirements relating to share capital.
- 46 Meaning of “unqualified report” in s. 43(3).
- 47 Certificate of re-registration under s. 43.
- 48 Modification for unlimited company re-registering.
- 49 Re-registration of limited company as unlimited.
- 50 Certificate of re-registration under s. 49.
- 51 Re-registration of unlimited company as limited.
- 52 Certification of re-registration under s. 51.
- 53 Re-registration of public company as private.
- 54 Litigated objection to resolution under s. 53.
- 55 Certificate of re-registration under s. 53.
- 56 Matters to be stated, and reports to be set out, in prospectus.
- 57 Attempted evasion of s. 56 to be void.
- 58 Document offering shares etc. for sale deemed a prospectus.
- 59 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 60 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 61 Prospectus containing statement by expert.
- 62 Meaning of “expert”.
- 63 Prospectus to be dated.
- 64 Registration requirement applicable in all cases.
- 65 Additional requirements in case of prospectus issued generally.
- 66 Directors, etc. exempt from liability in certain cases.
- 67 Compensation for subscribers misled by statement in prospectus.
- 68 Exemption from s. 67 for those acting with propriety.
- 69 Indemnity for innocent director or expert.
- 70 Criminal liability for untrue statements.
- 71 Interpretation for ss. 56 to 70.
- 72 Prospectus of oversea company.
- 73 Attempted evasion of s. 72 to be void.
- 74 Prospectus containing statement by expert.
- 75 Restrictions on allotment to be secured in prospectus.
- 76 Stock exchange certificate exempting from compliance with Sch. 3.
- 77 Registration of oversea prospectus before issue.
- 78 Consequences (criminal and civil) of non-compliance with ss. 72-77.
- 79 Supplementary.
- 80 Authority of company required for certain allotments.
- 80A Election by private company as to duration of authority.
- 81 Restriction on public offers by private company.
- 82 Application for, and allotment of, shares and debentures.
- 83 No allotment unless minimum subscription received.
- 84 Allotment where issue not fully subscribed.
- 85 Effect of irregular allotment.
- 86 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 87 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 88 Return as to allotments, etc.
- 89 Offers to shareholders to be on pre-emptive basis.
- 90 Communication of pre-emption offers to shareholders.
- 91 Exclusion of ss. 89, 90 by private company.
- 92 Consequences of contravening ss. 89, 90.
- 93 Saving for other restrictions as to offers.
- 94 Definitions for ss. 89-96.
- 95 Disapplication of pre-emption rights.
- 96 Saving for company’s pre-emption procedure operative before 1982.
- 97 Power of company to pay commissions.
- 98 Apart from s. 97, commissions and discounts barred.
- 99 General rules as to payment for shares on allotment.
- 100 Prohibition on allotment of shares at a discount.
- 101 Shares to be allotted as at least one-quarter paid-up.
- 102 Restriction on payment by long-term undertaking.
- 103 Non-cash consideration to be valued before allotment.
- 104 Transfer to public company of non-cash asset in initial period.
- 105 Agreements contravening s. 104.
- 106 Shares issued to subscribers of memorandum.
- 107 Meaning of “the appropriate rate”.
- 108 Valuation and report (s. 103).
- 109 Valuation and report (s. 104).
- 110 Entitlement of valuer to full disclosure.
- 111 Matters to be communicated to registrar.
- 111A Right to damages, &c. not affected.
- 112 Liability of subsequent holders of shares allotted.
- 113 Relief in respect of certain liabilities under ss. 99 ff.
- 114 Penalty for contravention.
- 115 Undertakings to do work, etc.
- 116 Application of ss. 99 ff to special cases.
- 117 Public company share capital requirements.
- 118 The authorised minimum.
- 119 Provision for different amounts to be paid on shares.
- 120 Reserve liability of limited company.
- 121 Alteration of share capital (limited companies).
- 122 Notice to registrar of alteration.
- 123 Notice to registrar of increased share capital.
- 124 Reserve capital of unlimited company.
- 125 Variation of class rights.
- 126 Saving for court’s powers under other provisions.
- 127 Shareholders’ right to object to variation.
- 128 Registration of particulars of special rights.
- 129 Registration of newly created class rights.
- 130 Application of share premiums.
- 131 Merger relief.
- 132 Relief in respect of group reconstructions.
- 133 Provisions supplementing ss. 131, 132.
- 134 Provision for extending or restricting relief from s. 130.
- 135 Special resolution for reduction of share capital.
- 136 Application to court for order of confirmation.
- 137 Court order confirming reduction.
- 138 Registration of order and minute of reduction.
- 139 Public company reducing capital below authorised minimum.
- 140 Liability of members on reduced shares.
- 141 Penalty for concealing name of creditor, etc.
- 142 Duty of directors on serious loss of capital.
- 143 General rule against company acquiring own shares.
- 144 Aquisition of shares by company’s nominee.
- 145 Exceptions from s. 144.
- 146 Treatment of shares held by or for public company.
- 147 Matters arising out of compliance with s. 146(2).
- 148 Further provisions supplementing ss. 146, 147.
- 149 Sanctions for non-compliance.
- 150 Charges of public companies on own shares.
- 151 Financial assistance generally prohibited.
- 152 Definitions for this Chapter.
- 153 Transactions not prohibited by s. 151.
- 154 Special restriction for public companies.
- 155 Relaxation of s. 151 for private companies.
- 156 Statutory declaration under s. 155.
- 157 Special resolution under s. 155.
- 158 Time for giving financial assistance under s. 155.
- 159 Power to issue redeemable shares.
- 159A Terms and manner of redemption.
- 160 Financing etc. of redemption.
- 161 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 162 Power of company to purchase own shares.
- 162A Treasury shares
- 162B Treasury shares: maximum holdings
- 162C Treasury shares: voting and other rights
- 162D Treasury shares: disposal and cancellation
- 162E Treasury shares: mandatory cancellation
- 162F Treasury shares: proceeds of sale
- 162G Treasury shares: penalty for contravention
- 163 Definitions of “off-market” and “market” purchase.
- 164 Authority for off-market purchase.
- 165 Authority for contingent purchase contract.
- 166 Authority for market purchase.
- 167 Assignment or release of company’s right to purchase own shares.
- 168 Payments apart from purchase price to be made out of distributable profits.
- 169 Disclosure by company of purchase of own shares.
- 169A Disclosure by company of cancellation or disposal of treasury shares
- 170 The capital redemption reserve.
- 171 Power of private companies to redeem or purchase own shares out of capital.
- 172 Availability of profits for purposes of s. 171.
- 173 Conditions for payment out of capital.
- 174 Procedure for special resolution under s. 173.
- 175 Publicity for proposed payment out of capital.
- 176 Objections by company’s members or creditors.
- 177 Powers of court on application under s. 176.
- 178 Effect of company’s failure to redeem or purchase.
- 179 Power for Secretary of State to modify this Chapter.
- 180 Transitional cases arising under this Chapter; and savings.
- 181 Definitions for Chapter VII.
- 182 Nature, transfer and numbering of shares.
- 183 Transfer and registration.
- 184 Certification of transfers.
- 185 Duty of company as to issue of certificates.
- 186 Certificate to be evidence of title.
- 187 Evidence of grant of probate or confirmation as executor.
- 188 Issue and effect of share warrant to bearer.
- 189 Offences in connection with share warrants (Scotland).
- 190 Register of debenture holders.
- 191 Right to inspect register.
- 192 Liability of trustees of debentures.
- 193 Perpetual debentures.
- 194 Power to re-issue redeemed debentures.
- 195 Contract to subscribe for debentures.
- 196 Payment of debts out of assets subject to floating charge (England and Wales).
- 197 Debentures to bearer (Scotland).
- 198 Obligation of disclosure: the cases in which it may arise and “the relevant time”.
- 199 Interests to be disclosed.
- 200 “Percentage level” in relation to notifiable interests.
- 201 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 202 Particulars to be contained in notification.
- 203 Notification of family and corporate interests.
- 204 Agreement to acquire interests in a particular company.
- 205 Obligation of disclosure arising under s. 204.
- 206 Obligation of persons acting together to keep each other informed.
- 207 Interests in shares by attribution.
- 208 Interests in shares which are to be notified.
- 209 Interests to be disregarded.
- 210 Other provisions about notification under this Part.
- 210A Power to make further provision by regulations.
- 211 Register of interests in shares.
- 212 Company investigations.
- 213 Registration of interests disclosed under s. 212.
- 214 Company investigation on requisition by members.
- 215 Company report to members.
- 216 Penalty for failure to provide information.
- 217 Removal of entries from register.
- 218 Otherwise, entries not to be removed.
- 219 Inspection of register and reports.
- 220 Definitions for Part VI.
- 221 Duty to keep accounting records.
- 222 Where and for how long records to be kept.
- 223 A company’s financial year.
- 224 Accounting reference periods and accounting reference date.
- 225 Alteration of accounting reference date.
- 226 Duty to prepare individual accounts.
- 226A Companies Act individual accounts
- 226B IAS individual accounts
- 227 Duty to prepare group accounts.
- 227A Companies Act group accounts
- 227B IAS group accounts
- 227C Consistency of accounts
- 228 Exemption for parent companies included in accounts of larger group.
- 228A Exemption for parent companies included in non-EEA group accounts
- 229 Subsidiary undertakings included in the consolidation.
- 230 Treatment of individual profit and loss account where group accounts prepared.
- 231 Disclosure required in notes to accounts:related undertakings.
- 231A Disclosure required in notes to annual accounts: particulars of staff
- 232 Disclosure required in notes to accounts: emoluments and other benefits of directors and others.
- 233 Approval and signing of accounts
- 234 Duty to prepare directors' report.
- 234ZZA Directors' report: general requirements
- 234ZZB Directors' report: business review
- 234ZA Statement as to disclosure of information to auditors
- 234A Approval and signing of directors’ report.
- 234AA Duty to prepare operating and financial review
- 234AB Approval and signing of operating and financial review
- 234B Duty to prepare directors’ remuneration report
- 234C Approval and signing of directors’ remuneration report
- 235 Auditors’ report.
- 236 Signature of auditors’ report.
- 237 Duties of auditors.
- 238 Persons entitled to receive copies of accounts and reports.
- 238A Time allowed for sending out copies of accounts and reports
- 239 Rights to demand copies of accounts and reports.
- 240 Requirements in connection with publication of accounts.
- 241 Accounts and reports to be laid before company in general meeting.
- 241A Members’ approval of directors’ remuneration report
- 242 Accounts and reports to be delivered to the registrar.
- 242A Civil penalty for failure to deliver accounts.
- 242B Delivery and publication of accounts in ECUs
- 243 Accounts of subsidiary undertakings to be appended in certain cases.
- 244 Period allowed for laying and delivering accounts and reports.
- 245 Voluntary revision of annual accounts or directors’ report.
- 245A Secretary of State’s notice in respect of annual accounts.
- 245B Application to court in respect of defective accounts.
- 245C Other persons authorised to apply to court.
- 245D Disclosure of information held by Inland Revenue to persons authorised to apply to court
- 245E Restrictions on use and further disclosure of information disclosed under section 245D
- 245F Power of authorised persons to require documents, information and explanations
- 245G Restrictions on further disclosure of information obtained under section 245F
- 246 Special provisions for small companies
- 246A Special provisions for medium-sized companies
- 247 Qualification of company as small or medium-sized.
- 247A Cases in which special provisions do not apply
- 247B Special auditors’ report
- 248 Exemption for small and medium-sized groups.
- 248A Group accounts prepared by small company
- 249 Qualification of group as small or medium-sized.
- 249A Exemptions from audit
- 249AA Dormant companies
- 249B Cases where exemptions not available
- 249C The report required for the purposes of section 249A(2).
- 249D The reporting accountant
- 249E Effect of exemptions
- 250 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 251 Summary financial statement
- 252 Election to dispense with laying of accounts and reports before general meeting.
- 253 Right of shareholder to require laying of accounts.
- 254 Exemption from requirement to deliver accounts and reports.
- 255 Special provisions for banking and insurance companies.
- 255A Special provisions for banking and insurance groups.
- 255B Modification of disclosure requirements in relation to banking company or group.
- 255C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 255D Power to apply provisions to banking partnerships.
- 255E Delivery of accounting documents in Welsh only.
- 256 Accounting standards.
- 256A Reporting standards
- 257 Power of Secretary of State to alter accounting requirements.
- 258 Parent and subsidiary undertakings.
- 259 Meaning of “undertaking” and related expressions.
- 260 Participating interests.
- 261 Notes to the accounts.
- 262 Minor definitions.
- 262A Index of defined expressions.
- 263 Certain distributions prohibited.
- 264 Restriction on distribution of assets.
- 265 Other distributions by investment companies.
- 266 Meaning of “investment company”.
- 267 Extension of ss. 265, 266 to other companies.
- 268 Realised profits of insurance company with long term business.
- 269 Treatment of development costs.
- 270 Distribution to be justified by reference to company’s accounts.
- 271 Requirements for last annual accounts.
- 272 Requirements for interim accounts.
- 273 Requirements for initial accounts.
- 274 Method of applying s. 270 to successive distributions.
- 275 Treatment of assets in the relevant accounts.
- 276 Distributions in kind.
- 277 Consequences of unlawful distribution.
- 278 Saving for provision in articles operative before Act of 1980.
- 279 Distributions by banking or insurance companies.
- 280 Definitions for Part VIII.
- 281 Saving for other restraints on distribution.
- 282 Directors.
- 283 Secretary.
- 284 Acts done by person in dual capacity.
- 285 Validity of acts of directors.
- 286 Qualifications of company secretaries.
- 287 Registered office.
- 288 Register of directors and secretaries.
- 288A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 289 Particulars of directors to be registered under s. 288.
- 290 Particulars of secretaries to be registered under s. 288.
- 291 Share qualification of directors.
- 292 Appointment of directors to be voted on individually.
- 293 Age limit for directors.
- 294 Duty of director to disclose his age.
- 295–299 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 300 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 301 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 303 Resolution to remove director.
- 304 Director’s right to protest removal.
- 305 Directors’ names on company correspondence, etc.
- 306 Limited company may have directors with unlimited liability.
- 307 Special resolution making liability of directors unlimited.
- 308 Assignment of office by directors.
- 309 Directors to have regard to interests of employees.
- 309A Provisions protecting directors from liability
- 309B Qualifying third party indemnity provisions
- 309C Disclosure of qualifying third party indemnity provisions
- 310 Provisions protecting auditors from liability.
- 311 Prohibition on tax-free payments to directors.
- 312 Payment to director for loss of office etc.
- 313 Company approval for property transfer.
- 314 Director’s duty of disclosure on takeover, etc.
- 315 Consequences of non-compliance with s. 314.
- 316 Provisions supplementing ss. 312 to 315.
- 317 Directors to disclose interest in contracts.
- 318 Directors’ service contracts to be open to inspection.
- 319 Director’s contract of employment for more than 5 years.
- 320 Substantial property transactions involving directors, etc.
- 321 Exceptions from s. 320.
- 322 Liabilities arising from contravention of s. 320.
- 322A Invalidity of certain transactions involving directors, etc.
- 322B Contracts with sole members who are directors
- 323 Prohibition on directors dealing in share options.
- 324 Duty of director to disclose shareholdings in own company.
- 325 Register of directors’ interests notified under s. 324.
- 326 Sanctions for non-compliance.
- 327 Extension of s. 323 to spouses , civil partners and children.
- 328 Extension of s. 324 to spouses , civil partners and children.
- 329 Duty to notify stock exchange of matters notified under preceding sections.
- 330 General restriction on loans etc. to directors and persons connected with them.
- 331 Definitions for ss. 330 ff.
- 332 Short-term quasi-loans.
- 333 Inter-company loans in same group.
- 334 Loans of small amounts.
- 335 Minor and business transactions.
- 336 Transactions at behest of holding company.
- 337 Funding of director’s expenditure on duty to company.
- 337A Funding of director’s expenditure on defending proceedings
- 338 Loan or quasi-loan by money-lending company.
- 339 “Relevant amounts” for purposes of ss. 334 ff.
- 340 “Value” of transactions and arrangements.
- 341 Civil remedies for breach of s. 330.
- 342 Criminal penalties for breach of s. 330.
- 343 Record of transactions not disclosed in company accounts.
- 344 Exceptions from s. 343.
- 345 Power to increase financial limits.
- 346 “Connected persons”, etc.
- 347 Transactions under foreign law.
- 347A Introductory provisions.
- 347B Exemptions.
- 347C Prohibition on donations and political expenditure by companies.
- 347D Special rules for subsidiaries.
- 347E Special rule for parent company of non-GB subsidiary undertaking.
- 347F Remedies for breach of prohibitions on company donations etc.
- 347G Remedy for unauthorised donation or expenditure by non-GB subsidiary.
- 347H Exemption of directors from liability in respect of unauthorised donation or expenditure.
- 347I Enforcement of directors’ liabilities by shareholder action.
- 347J Costs of shareholder action.
- 347K Information for purposes of shareholder action.
- 348 Company name to appear outside place of business.
- 349 Company’s name to appear in its correspondence, etc.
- 350 Company seal.
- 351 Particulars in correspondence, etc.
- 352 Obligation to keep and enter up register.
- 352A Statement that company has only one member
- 353 Location of register.
- 354 Index of members.
- 355 Entries in register in relation to share warrants.
- 356 Inspection of register and index.
- 357 Non-compliance with ss. 353, 354, 356; agent’s default.
- 358 Power to close register.
- 359 Power of court to rectify register.
- 360 Trusts not to be entered on register in England and Wales.
- 361 Register to be evidence.
- 362 Overseas branch registers.
- 363 Duty to deliver annual returns.
- 364 Contents of annual return: general.
- 364A Contents of annual return: particulars of share capital . . . .
- 364B Contents of annual return: information about shareholders: non-traded companies
- 364C Contents of annual return: information about shareholders: traded companies
- 364D Contents of annual return: information about shareholders: supplementary
- 365 Supplementary provisions: regulations and interpretation.
- 366 Annual general meeting.
- 366A Election by private company to dispense with annual general meetings.
- 367 Secretary of State’s power to call meeting in default.
- 368 Extraordinary general meeting on members’ requisition.
- 369 Length of notice for calling meetings.
- 370 General provisions as to meetings and votes.
- 370A Quorum at meetings of the sole member
- 371 Power of court to order meeting.
- 372 Proxies.
- 373 Right to demand a poll.
- 374 Voting on a poll.
- 375 Representation of corporations at meetings.
- 376 Circulation of members’ resolutions.
- 377 In certain cases, compliance with s. 376 not required.
- 378 Extraordinary and special resolutions.
- 379 Resolution requiring special notice.
- 379A Elective resolution of private company.
- 380 Registration, etc. of resolutions and agreements.
- 381 Resolution passed at adjourned meeting.
- 381A Written resolutions of private companies.
- 381B Duty to notify auditors of proposed written resolution
- 381C Written resolutions: supplementary provisions.
- 382 Minutes of meetings.
- 382A Recording of written resolutions.
- 382B Recording of decisions by the sole member
- 383 Inspection of minute books.
- 384 Duty to appoint auditors.
- 385 Appointment at general meeting at which accounts laid.
- 385A Appointment by private company which is not obliged to lay accounts.
- 386 Election by private company to dispense with annual appointment.
- 387 Appointment by Secretary of State in default of appointment by company.
- 388 Filling of casual vacancies.
- 388A Certain companies exempt from obligation to appoint auditors
- 389 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 389A Rights to information.
- 389B Offences relating to the provision of information to auditors
- 390 Right to attend company meetings, &c.
- 390A Remuneration of auditors.
- 390B Disclosure of services provided by auditors or associates and related remuneration
- 391 Removal of auditors.
- 391A Rights of auditors who are removed or not re-appointed.
- 392 Resignation of auditors.
- 392A Rights of resigning auditors.
- 393 Termination of appointment of auditors not appointed annually.
- 394 Statement by person ceasing to hold office as auditor.
- 394A Offences of failing to comply with s. 394.
- 395 Certain charges void if not registered.
- 396 Charges which have to be registered.
- 397 Formalities of registration (debentures).
- 398 Verification of charge on property outside United Kingdom.
- 399 Company’s duty to register charges it creates.
- 400 Charges existing on property acquired.
- 401 Register of charges to be kept by registrar of companies.
- 402 Endorsement of certificate on debentures.
- 403 Entries of satisfaction and release.
- 404 Rectification of register of charges.
- 405 Registration of enforcement of security.
- 406 Companies to keep copies of instruments creating charges.
- 407 Company’s register of charges.
- 408 Right to inspect instruments which create charges, etc.
- 409 Charges on property in England and Wales created by oversea company.
- 410 Charges void unless registered.
- 411 Charges on property outside United Kingdom.
- 412 Negotiable instrument to secure book debts.
- 413 Charges associated with debentures.
- 414 Charge by way of ex facie absolute disposition, etc.
- 415 Company’s duty to register charges created by it.
- 416 Duty to register charges existing on property acquired.
- 417 Register of charges to be kept by registrar of companies.
- 418 Certificate of registration to be issued.
- 419 Entries of satisfaction and relief.
- 420 Rectification of register.
- 421 Copies of instruments creating charges to be kept by company.
- 422 Company’s register of charges.
- 423 Right to inspect copies of instruments, and company’s register.
- 424 Extension of Chapter II.
- 425 Power of company to compromise with creditors and members.
- 426 Information as to compromise to be circulated.
- 427 Provisions for facilitating company reconstruction or amalgamation.
- 427A Application of ss. 425–427 to mergers and divisions of public companies.
- 428 Takeover offers.
- 429 Right of offeror to buy out minority shareholders.
- 430 Effect of notice under s. 429.
- 430A Right of minority shareholder to be bought out by offeror.
- 430B Effect of requirement under s. 430A.
- 430C Applications to the court.
- 430D Joint offers.
- 430E Associates.
- 430F Convertible securities.
- 431 Investigation of a company on its own application or that of its members.
- 432 Other company investigations.
- 433 Inspectors’ powers during investigation.
- 434 Production of documents and evidence to inspectors.
- 435 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 436 Obstruction of inspectors treated as contempt of court.
- 437 Inspectors’ reports.
- 438 Power to bring civil proceedings on company’s behalf.
- 439 Expenses of investigating a company’s affairs.
- 440 Power of Secretary of State to present winding-up petition.
- 441 Inspectors’ report to be evidence.
- 442 Power to investigate company ownership.
- 443 Provisions applicable on investigation under s. 442.
- 444 Power to obtain information as to those interested in shares, etc.
- 445 Power to impose restrictions on shares and debentures.
- 446 Investigation of share dealings.
- 447 Power to require documents and information
- 447A Information provided: evidence
- 448 Entry and search of premises.
- 448A Protection in relation to certain disclosures: information provided to Secretary of State
- 449 Provision for security of information obtained.
- 450 Punishment for destroying, mutilating, etc. company documents.
- 451 Punishment for furnishing false information.
- 451A Disclosure of information by Secretary of State or inspector.
- 452 Privileged information.
- 453 Investigation of overseas companies.
- 453A Power to enter and remain on premises
- 453B Power to enter and remain on premises: procedural
- 453C Failure to comply with certain requirements
- 453D Offences by bodies corporate
- 454 Consequence of order imposing restrictions.
- 455 Punishment for attempted evasion of restrictions.
- 456 Relaxation and removal of restrictions.
- 457 Further provisions on sale by court order of restricted shares.
- 458 Punishment for fraudulent trading.
- 459 Order on application of company member.
- 460 Order on application of Secretary of State.
- 461 Provisions as to petitions and orders under this Part.
- 462 Power of incorporated company to create floating charge.
- 463 Effect of floating charge on winding up.
- 464 Ranking of floating charges.
- 465 Continued effect of certain charges validated by Act of 1972.
- 466 Alteration of floating charges.
- 467–485 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 486 Interpretation for Part XVIII generally.
- 487 Extent of Part XVIII.
- 488–500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 501–650 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 651 Power of court to declare dissolution of company void.
- 652 Registrar may strike defunct company off register.
- 652A Registrar may strike private company off register on application.
- 652B Duties in connection with making application under section 652A.
- 652C Directors’ duties following application under section 652A.
- 652D Sections 652B and 652C: supplementary provisions.
- 652E Sections 652B and 652C: enforcement.
- 652F Other offences connected with section 652A.
- 653 Objection to striking off by person aggrieved.
- 654 Property of dissolved company to be bona vacantia.
- 655 Effect on s. 654 of company’s revival after dissolution.
- 656 Crown disclaimer of property vesting as bona vacantia.
- 657 Effect of Crown disclaimer under s. 656.
- 658 Liability for rentcharge on company’s land after dissolution.
- 659–662 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 663 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 664 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 665–674 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 675 Companies formed and registered under former Companies Acts.
- 676 Companies registered but not formed under former Companies Acts.
- 677 Companies re-registered with altered status under former Companies Acts.
- 678 Companies registered under Joint Stock Companies Acts.
- 679 Northern Ireland and Irish companies.
- 680 Companies capable of being registered under this Chapter.
- 681 Procedural requirements for registration.
- 682 Change of name on registration.
- 683 Definition of “joint stock company”.
- 684 Requirements for registration by joint stock companies.
- 685 Registration of joint stock company as public company.
- 686 Other requirements for registration.
- 687 Name of company registering.
- 688 Certificate of registration under this Chapter.
- 689 Effect of registration.
- 690 Power to substitute memorandum and articles for deed of settlement.
- 690A Branch registration under the Eleventh Company Law Directive (89/666/EEC).
- 690B Scope of sections 691 and 692.
- 691 Documents to be delivered to registrar.
- 692 Registration of altered particulars.
- 692A Change in registration regime.
- 693 Obligation to state name and other particulars.
- 694 Regulation of oversea companies in respect of their names.
- 694A Service of documents: companies to which section 690A applies.
- 695 Service of documents on oversea company.
- 695A Registrar to whom documents to be delivered: companies to which section 690A applies.
- 696 Office where documents to be filed.
- 697 Penalties for non-compliance.
- 698 Definitions . . ..
- 699 Channel Islands and Isle of Man companies.
- 699A Credit and financial institutions to which the Bank Branches Directive (89/117/EEC) applies.
- 699AA Companies to which the Eleventh Company Law Directive applies.
- 699B Scope of sections 700 to 703.
- 700 Preparation of accounts and reports by oversea companies.
- 701 Oversea company’s financial year and accounting reference periods.
- 702 Delivery to registrar of accounts and reports of oversea company.
- 703 Penalty for non-compliance.
- 703A Introductory provisions.
- 703B Charges requiring registration.
- 703C The register.
- 703D Company’s duty to deliver particulars of charges for registration.
- 703E Registrar to whom particulars, &c. to be delivered.
- 703F Effect of failure to deliver particulars, late delivery and effect of errors and omissions.
- 703G Delivery of further particulars or memorandum.
- 703H Further provisions with respect to voidness of charges.
- 703I Additional information to be registered.
- 703J Copies of instruments and register to be kept by company.
- 703K Power to make further provision by regulations.
- 703L Provisions as to situation of property.
- 703M Other supplementary provisions.
- 703N Index of defined expressions.
- 703O Scope of Chapter.
- 703P Particulars to be delivered to the registrar: winding up.
- 703Q Particulars to be delivered to the registrar: insolvency proceedings etc.
- 703R Penalty for non-compliance
- 704 Registration offices.
- 705 Companies’ registered numbers.
- 705A Registration of branches of oversea companies.
- 706 Delivery to the registrar of documents in legible form.
- 707 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 707A The keeping of company records by the registrar.
- 707B Delivery to the registrar using electronic communications
- 708 Fees payable to registrar.
- 709 Inspection, &c. of records kept by the registrar.
- 710 Certificate of incorporation.
- 710A Provision and authentication by registrar of documents in non-legible form.
- 710B Documents relating to Welsh companies.
- 711 Public notice by registrar of receipt and issue of certain documents.
- 711A Exclusion of deemed notice.
- 712 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 713 Enforcement of company’s duty to make returns.
- 714 Registrar’s index of company and corporate names.
- 715 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 715A Interpretation.
- 716 Prohibition of partnerships with more than 20 members.
- 717 Limited partnerships: limit on number of members.
- 718 Unregistered companies.
- 719 Power of company to provide for employees on cessation or transfer of business.
- 720 Certain companies to publish periodical statement.
- 721 Production and inspection of books where offence suspected.
- 722 Form of company registers, etc.
- 723 Use of computers for company records.
- 723A Obligations of company as to inspection of registers, &c.
- 723B Confidentiality orders
- 723C Effect of confidentiality orders
- 723D Construction of sections 723B and 723C
- 723E Sections 723B and 723C: offences
- 723F Regulations under sections 723B to 723E
- 724 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 725 Service of documents.
- 726 Costs and expenses in actions by certain limited companies.
- 727 Power of court to grant relief in certain cases.
- 728 Enforcement of High Court orders.
- 729 Annual report by Secretary of State.
- 730 Punishment of offences.
- 730A Meaning of “officer in default”
- 731 Summary proceedings.
- 732 Prosecution by public authorities.
- 733 Offences by bodies corporate.
- 734 Criminal proceedings against unincorporated bodies.
- 735 “Company”, etc.
- 735A Relationship of this Act to Insolvency Act.
- 735B Relationship of this Act to Parts IV and V of the Financial Services Act 1986.
- 736 “Subsidiary”, “holding company” and “wholly-owned subsidiary”.
- 736A Provisions supplementing s. 736.
- 736B Power to amend ss. 736 and 736A.
- 737 “Called-up share capital”.
- 738 “Allotment” and “paid up”.
- 739 “Non-cash asset”.
- 740 “Body corporate” and “corporation”.
- 741 “Director” and “shadow director”.
- 742 Expressions used in connection with accounts.
- 742A Meaning of “offer to the public”
- 742B Meaning of “banking company”
- 742C Meaning of “insurance company” and “authorised insurance company”
- 743 “Employees’ share scheme”.
- 743A Meaning of “office copy” in Scotland.
- 744 Expressions used generally in this Act.
- 744A Index of defined expressions.
- 745 Northern Ireland.
- 745A “Bank of England”
- 746 Commencement.
- 747 Citation.
- SCHEDULE 1 Particulars of Directors etc. to be Contained in Statement Under Section 10
- SCHEDULE 2 Interpretation of References to “Beneficial Interest”
- SCHEDULE 3 Mandatory Contents of Prospectus
- SCHEDULE 4
- Schedule 4A
- SCHEDULE 5
- SCHEDULE 6
- SCHEDULE 7
- SCHEDULE 7ZA
- SCHEDULE 7A
- SCHEDULE 7B
- SCHEDULE 8
- SCHEDULE 8A
- SCHEDULE 9
- SCHEDULE 9A
- SCHEDULE 10
- SCHEDULE 10A
- SCHEDULE 11
- SCHEDULE 12 . . .
- SCHEDULE 13 Provisions Supplementing and Interpreting Sections 324 to 328
- SCHEDULE 14
- SCHEDULE 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Schedule 15A
- SCHEDULE 15B
- SCHEDULE 15C Specified persons
- SCHEDULE 15D Disclosures
- SCHEDULE 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- SCHEDULES 17–19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- SCHEDULE 20
- SCHEDULE 21
- SCHEDULE 21A
- SCHEDULE 21B
- SCHEDULE 21C
- SCHEDULE 21D
- SCHEDULE 22
- SCHEDULE 23
- SCHEDULE 24
- SCHEDULE 25
Proposed changes to this act
No one has proposed a change to this act yet.
764 provisions
111 Matters to be communicated to registrar.
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Propose a change111A Right to damages, &c. not affected.
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Propose a change112 Liability of subsequent holders of shares allotted.
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Propose a change113 Relief in respect of certain liabilities under ss. 99 ff.
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Propose a change114 Penalty for contravention.
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Propose a change115 Undertakings to do work, etc.
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Propose a change116 Application of ss. 99 ff to special cases.
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Propose a change117 Public company share capital requirements.
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Propose a change118 The authorised minimum.
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Propose a change119 Provision for different amounts to be paid on shares.
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Propose a change120 Reserve liability of limited company.
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Propose a change121 Alteration of share capital (limited companies).
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Propose a change122 Notice to registrar of alteration.
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Propose a change123 Notice to registrar of increased share capital.
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Propose a change124 Reserve capital of unlimited company.
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Propose a change125 Variation of class rights.
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a change126 Saving for court’s powers under other provisions.
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Propose a change127 Shareholders’ right to object to variation.
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Propose a change128 Registration of particulars of special rights.
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Propose a change129 Registration of newly created class rights.
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Propose a change130 Application of share premiums.
(1) If a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account called “the share premium account”. (2) The share premium account may be applied by the company in paying up unissued shares to be allotted to members as fully paid bonus shares, or is writing off— (a) the company’s preliminary expenses; or (b) the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company, or in providing for the premium payable on redemption of debentures of the company. (3) Subject to this, the provisions of this Act relating to the reduction of a company’s share capital apply as if the share premium account were part of its paid up share capital. (4) Sections 131 and 132 below give relief from the requirements of this section, and in those sections references to the issuing company are to the company issuing shares as above mentioned.
Propose a change131 Merger relief.
(1) With the exception made by section 132(8) (group reconstruction) this section applies where the issuing company has secured at least a 90 per cent. equity holding in another company in pursuance of an arrangement providing for the allotment of equity shares in the issuing company on terms that the consideration for the shares allotted is to be provided— (a) by the issue or transfer to the issuing company of equity shares in the other company, or (b) by the cancellation of any such shares not held by the issuing company. (2) If the equity shares in the issuing company allotted in pursuance of the arrangement in consideration for the acquisition or cancellation of equity shares in the other company are issued at a premium, section 130 does not apply to the premiums on those shares. (3) Where the arrangement also provides for the allotment of any shares in the issuing company on terms that the consideration for those shares is to be provided by the issue or transfer to the issuing company of non-equity shares in the other company or by the cancellation of any such shares in that company not held by the issuing company, relief under subsection (2) extends to any shares in the issuing company allotted on those terms in pursuance of the arrangement. (4) Subject to the next subsection, the issuing company is to be regarded for purposes of this section as having secured at least a 90 per cent. equity holding in another company in pursuance of such an arrangement as is mentioned in subsection (1) if in consequence of an acquisition or cancellation of equity shares in that company (in pursuance of that arrangement) it holds equity shares in that company (whether all or any of those shares were acquired in pursuance of that arrangement, or not) of an aggregate nominal value equal to 90 per cent. or more of the nominal value of that company’s equity share capital (excluding any shares in that company held as treasury shares). (5) Where the equity share capital of the other company is divided into different classes of shares, this section does not apply unless the requirements of subsection (1) are satisfied in relation to each of those classes of shares taken separately. (6) Shares held by a company which is the issuing company’s holding company or subsidiary, or a subsidiary of the issuing company’s holding company, or by its or their nominees, are to be regarded for purposes of this section as held by the issuing company. (7) In relation to a company and its shares and capital, the following definitions apply for purposes of this section— (a) “equity shares” means shares comprised in the company’s equity share capital; and (b) “non-equity shares” means shares (of any class) not so comprised; and “arrangement” means any agreement, scheme or arrangement (including an arrangement sanctioned under section 899 of the Companies Act 2006 (court sanction for compromise or arrangement with creditors or members) or section 110 of the Insolvency Act (liquidator accepting shares etc. as consideration for sale of company property)). (8) The relief allowed by this section does not apply if the issue of shares took place before 4th February 1981.
Propose a change132 Relief in respect of group reconstructions.
(1) This section applies where the issuing company— (a) is a wholly-owned subsidiary of another company (“the holding company”), and (b) allots shares to the holding company or to another wholly-owned subsidiary of the holding company in consideration for the transfer to the issuing company of assets other than cash, being assets of any company (“the transferor company”) which is a member of the group of companies which comprises the holding company and all its wholly-owned subsidiaries. (2) Where the shares in the issuing company allotted in consideration for the transfer are issued at a premium, the issuing company is not required by section 130 to transfer any amount in excess of the minimum premium value to the share premium account. (3) In subsection (2), “the minimum premium value” means the amount (if any) by which the base value of the consideration for the shares allotted exceeds the aggregate nominal value of those shares. (4) For the purposes of subsection (3), the base value of the consideration for the shares allotted is the amount by which the base value of the assets transferred exceeds the base value of any liabilities of the transferor company assumed by the issuing company as part of the consideration for the assets transferred. (5) For the purposes of subsection (4)— (a) the base value of the assets transferred is to be taken as— (i) the cost of those assets to the transferor company, or (ii) the amount at which those assets are stated in the transferor company’s accounting records immediately before the transfer, whichever is the less; and (b) the base value of the liabilities assumed is to be taken as the amount at which they are stated in the transferor company’s accounting records immediately before the transfer. (6) The relief allowed by this section does not apply (subject to the next subsection) if the issue of shares took place before the date of the coming into force of the Companies (Share Premium Account) Regulations 1984 (which were made on 21st December 1984). (7) To the extent that the relief allowed by this section would have been allowed by section 38 of the Companies Act 1981 as originally enacted (the text of which section is set out in Schedule 25 to this Act), the relief applies where the issue of shares took place before the date of the coming into force of those Regulations, but not if the issue took place before 4th February 1981. (8) Section 131 does not apply in a case falling within this section.
Propose a change133 Provisions supplementing ss. 131, 132.
(1) An amount corresponding to one representing the premiums or part of the premiums on shares issued by a company which by virtue of section 131 or 132 of this Act, or section 12 of the Consequential Provisions Act, is not included in the company’s share premium account may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in the company’s balance sheet. (2) References in this Chapter (however expressed) to— (a) the acquisition by a company of shares in another company; and (b) the issue or allotment of shares to, or the transfer of shares to or by, a company, include (respectively) the acquisition of any of those shares by, and the issue or allotment or (as the case may be) the transfer of any of those shares to or by, nominees of that company; and the reference in section 132 to the company transferring the shares is to be construed accordingly. (3) References in this Chapter to the transfer of shares in a company include the transfer of a right to be included in the company’s register of members in respect of those shares. (4) In sections 131 to 133 “company”, except in references to the issuing company, includes any body corporate.
Propose a change134 Provision for extending or restricting relief from s. 130.
(1) The Secretary of State may by regulations in a statutory instrument make such provision as appears to him to be appropriate— (a) for relieving companies from the requirements of section 130 in relation to premiums other than cash premiums, or (b) for restricting or otherwise modifying any relief from those requirements provided by this Chapter. (2) Regulations under this section may make different provision for different cases or classes of case and may contain such incidental and supplementary provisions as the Secretary of State thinks fit. (3) No such regulations shall be made unless a draft of the instrument containing them has been laid before Parliament and approved by a resolution of each House.
Propose a change135 Special resolution for reduction of share capital.
(1) Subject to confirmation by the court, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles, by special resolution reduce its share capital in any way. (2) In particular, and without prejudice to subsection (1), the company may— (a) extinguish or reduce the liability on any of its shares in respect of share capital not paid up; or (b) either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or unrepresented by available assets; or (c) either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share capital which is in excess of the company’s wants; and the company may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly. (3) A special resolution under this section is in this Act referred to as “a resolution for reducing share capital”.
Propose a change136 Application to court for order of confirmation.
(1) Where a company has passed a resolution for reducing share capital, it may apply to the court for an order confirming the reduction. (2) If the proposed reduction of share capital involves either— (a) diminution of liability in respect of unpaid share capital; or (b) the payment to a shareholder of any paid-up share capital, and in any other case if the court so directs, the next three subsections have effect, but subject throughout to subsection (6). (3) Every creditor of the company who — (a) at the date fixed by the court is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company, and (b) can show that there is a real likelihood that the reduction would result in the company being unable to discharge his debt or claim when it fell due, is entitled to object to the reduction of capital. (4) The court shall settle a list of creditors entitled to object, and for that purpose— (a) shall ascertain, as far as possible without requiring an application from any creditor, the names of those creditors and the nature and amount of their debts or claims; and (b) may publish notices fixing a day or days within which creditors not entered on the list are to claim to be so entered or are to be excluded from the right of objecting to the reduction of capital. (5) If a creditor entered on the list whose debt or claim is not discharged or has not determined does not consent to the reduction, the court may, if it thinks fit, dispense with the consent of that creditor, on the company securing payment of his debt or claim by appropriating (as the court may direct) the following amount— (a) if the company admits the full amount of the debt or claim or, though not admitting it, is willing to provide for it, then the full amount of the debt or claim; (b) if the company does not admit, and is not willing to provide for, the full amount of the debt or claim, or if the amount is contingent or not ascertained, then an amount fixed by the court after the like enquiry and adjudication as if the company were being wound up by the court. (6) If a proposed reduction of share capital involves either the diminution of any liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, the court may, if having regard to any special circumstances of the case it thinks proper to do so, direct that subsections (3) to (5) of this section shall not apply as regards any class or any classes of creditors.
Propose a change137 Court order confirming reduction.
(1) The court, if satisfied with respect to every creditor of the company who under section 136 is entitled to object to the reduction of capital that either— (a) his consent to the reduction has been obtained; or (b) his debt or claim has been discharged or has determined, or has been secured, may make an order confirming the reduction on such terms and conditions as it thinks fit. (2) Where the court so orders, it may also— (a) if for any special reason it thinks proper to do so, make an order directing that the company shall, during such period (commencing on or at any time after the date of the order) as is specified in the order, add to its name as its last words the words “and reduced”; and (b) make an order requiring the company to publish (as the court directs) the reasons for reduction of capital or such other information in regard to it as the court thinks expedient with a view to giving proper information to the public and (if the court thinks fit) the causes which led to the reduction. (3) Where a company is ordered to add to its name the words “and reduced”, those words are, until the expiration of the period specified in the order, deemed to be part of the company’s name.
Propose a change138 Registration of order and minute of reduction.
(1) The registrar of companies, on production to him of an order of the court confirming the reduction of a company’s share capital, and the delivery to him of a copy of the order and of a minute (approved by the court) showing, with respect to the company’s share capital as altered by the order— (a) the amount of the share capital; (b) the number of shares into which it is to be divided, and the amount of each share; and (c) the amount (if any) at the date of the registration deemed to be paid up on each share, shall register the order and minute (but subject to section 139). (2) On the registration of the order and minute, and not before, the resolution for reducing share capital as confirmed by the order so registered takes effect. (3) Notice of the registration shall be published in such manner as the court may direct. (4) The registrar shall certify the registration of the order and minute; and the certificate— (a) may be either signed by the registrar, or authenticated by his official seal; (b) is conclusive evidence that all the requirements of this Act with respect to the reduction of share capital have been complied with, and that the company’s share capital is as stated in the minute. (5) The minute when registered is deemed to be substituted for the corresponding part of the company’s memorandum, and is valid and alterable as if it had been originally contained therein. (6) The substitution of such a minute for part of the company’s memorandum is deemed an alteration of the memorandum for purposes of section 20.
Propose a change139 Public company reducing capital below authorised minimum.
(1) This section applies where the court makes an order confirming a reduction of a public company’s capital which has the effect of bringing the nominal value of its allotted share capital below the authorised minimum. (2) The registrar of companies shall not register the order under section 138 unless the court otherwise directs, or the company is first re-registered as a private company. (3) The court may authorise the company to be so re-registered without its having passed the special resolution required by section 53; and where that authority is given, the court shall specify in the order the alterations in the company’s memorandum and articles to be made in connection with that re-registration. (4) The company may then be re-registered as a private company, if an application in the prescribed form and signed by a director or secretary of the company is delivered to the registrar, together with a printed copy of the memorandum and articles as altered by the court’s order. (5) On receipt of such an application, the registrar shall retain it and the other documents delivered with it and issue the company with a certificate of incorporation appropriate to a company that is not a public company; and— (a) the company by virtue of the issue of the certificate becomes a private company, and the alterations in the memorandum and articles set out in the court’s order take effect; and (b) the certificate is conclusive evidence that the requirements of this section in respect of re-registration and of matters precedent and incidental thereto have been complied with, and that the company is a private company.
Propose a change140 Liability of members on reduced shares.
(1) Where a company’s share capital is reduced, a member of the company (past or present) is not liable in respect of any share to any call or contribution exceeding in amount the difference (if any) between the amount of the share as fixed by the minute and the amount paid on the share or the reduced amount (if any), which is deemed to have been paid on it, as the case may be. (2) But the following two subsections apply if— (a) a creditor, entitled in respect of a debt or claim to object to the reduction of share capital, by reason of his ignorance of the proceedings for reduction of share capital, or of their nature and effect with respect to his claim, is not entered on the list of creditors; and (b) after the reduction of capital, the company is unable (within the meaning of section 123 of the Insolvency Act) to pay the amount of his debt or claim. (3) Every person who was a member of the company at the date of the registration of the order for reduction and minute is then liable to contribute for the payment of the debt or claim in question an amount not exceeding that which he would have been liable to contribute if the company had commenced to be wound up on the day before that date. (4) If the company is wound up, the court, on the application of the creditor in question and proof of ignorance referred to in subsection (2)(a), may (if it thinks fit) settle accordingly a list of persons so liable to contribute, and make and enforce calls and orders on the contributories settled on the list, as if they were ordinary contributories in a winding up. (5) Nothing in this section affects the rights of the contributories among themselves.
Propose a change141 Penalty for concealing name of creditor, etc.
If an officer of the company— (a) wilfully conceals the name of a creditor entitled to object to the reduction of capital; or (b) wilfully misrepresents the nature or amount of the debt or claim of any creditor; or (c) aids, abets or is privy to any such concealment or misrepresentation as is mentioned above, he is guilty of an offence and liable to a fine.
Propose a change142 Duty of directors on serious loss of capital.
(1) Where the net assets of a public company are half or less of its called-up share capital, the directors shall, not later than 28 days from the earliest day on which that fact is known to a director of the company, duly convene an extraordinary general meeting of the company for a date not later than 56 days from that day for the purpose of considering whether any, and if so what, steps should be taken to deal with the situation. (2) If there is a failure to convene an extraordinary general meeting as required by subsection (1), each of the directors of the company who— (a) knowingly and wilfully authorises or permits the failure, or (b) after the expiry of the period during which that meeting should have been convened, knowingly and wilfully authorises or permits the failure to continue, is liable to a fine. (3) Nothing in this section authorises the consideration, at a meeting convened in pursuance of subsection (1), of any matter which could not have been considered at that meeting apart from this section.
Propose a change143 General rule against company acquiring own shares.
(1) Subject to the following provisions, a company limited by shares or limited by guarantee and having a share capital shall not acquire its own shares, whether by purchase, subscription or otherwise. (2) If a company purports to act in contravention of this section, the company is liable to a fine, and every officer of the company who is in default is liable to imprisonment or a fine, or both; and , subject to subsection (2A), the purported acquisition is void. (2A) Where a company purchases qualifying shares out of distributable profits under section 162, any contravention by the company of any provision of section 162B(1) or (2) shall not render the acquisition void under subsection (2) above. (3) A company limited by shares may acquire any of its own fully paid shares otherwise than for valuable consideration; and subsection (1) does not apply in relation to— (a) the redemption or purchase of shares in accordance with Chapter VII of this Part, (b) the acquisition of shares in a reduction of capital duly made, (c) the purchase of shares in pursuance of an order of the court under section 5 (alteration of objects), section 54 (litigated objection to resolution for company to be re-registered as private) or section 996 of the Companies Act 2006 (relief to members unfairly prejudiced), or (d) the forfeiture of shares, or the acceptance of shares surrendered in lieu, in pursuance of the articles, for failure to pay any sum payable in respect of the shares.
Propose a change144 Aquisition of shares by company’s nominee.
(1) Subject to section 145, where shares are issued to a nominee of a company mentioned in section 143(1), or are acquired by a nominee of such a company from a third person as partly paid up, then, for all purposes— (a) the shares are to be treated as held by the nominee on his own account; and (b) the company is to be regarded as having no beneficial interest in them. (2) Subject to that section, if a person is called on to pay any amount for the purpose of paying up, or paying any premium on, any shares in such a company which were issued to him, or which he otherwise acquired, as the company’s nominee and he fails to pay that amount within 21 days from being called on to do so, then— (a) if the shares were issued to him as subscriber to the memorandum by virtue of an undertaking of his in the memorandum, the other subscribers to the memorandum, or (b) if the shares were otherwise issued to or acquired by him, the directors of the company at the time of the issue or acquisition, are jointly and severally liable with him to pay that amount. (3) If in proceedings for the recovery of any such amount from any such subscriber or director under this section it appears to the court— (a) that he is or may be liable to pay that amount, but (b) that he has acted honestly and reasonably and, having regard to all the circumstances of the case, he ought fairly to be excused from liability, the court may relieve him, either wholly or partly, from his liability on such terms as the court thinks fit. (4) Where any such subscriber or director has reason to apprehend that a claim will or might be made for the recovery of any such amount from him, he may apply to the court for relief; and the court has the same power to relieve him as it would have had in proceedings for the recovery of that amount.
Propose a change145 Exceptions from s. 144.
(1) Section 144(1) does not apply to shares acquired otherwise than by subscription by a nominee of a public company, where a person acquires shares in the company with financial assistance given to him directly or indirectly by the company for the purpose of or in connection with the acquisition, and the company has a beneficial interest in the shares. (2) Section 144(1) and (2) do not apply— (a) to shares acquired by a nominee of a company when the company has no beneficial interest in those shares, or (b) to shares issued in consequence of an application made before 22nd December 1980, or transferred in pursuance of an agreement to acquire them made before that date. (3) Schedule 2 to this Act has effect for the interpretation of references in this section to a company having, or not having, a beneficial interest in shares.
Propose a change146 Treatment of shares held by or for public company.
(1) Except as provided by section 148, the following applies to a public company— (a) where shares in the company are forfeited, or surrendered to the company in lieu, in pursuance of the articles, for failure to pay any sum payable in respect of the shares; (aa) where shares in the company are surrendered to the company in pursuance of section 102C(1)(b) of the Building Societies Act 1986; (b) where shares in the company are acquired by it (otherwise than by any of the methods mentioned in section 143(3)(a) to (d)) and the company has a beneficial interest in the shares; (c) where the nominee of the company acquires shares in the company from a third person without financial assistance being given directly or indirectly by the company and the company has a beneficial interest in the shares; or (d) where a person acquires shares in the company with financial assistance given to him directly or indirectly by the company for the purpose of or in connection with the acquisition, and the company has a beneficial interest in the shares. Schedule 2 to this Act has effect for the interpretation of references in this subsection to the company having a beneficial interest in shares. (2) Unless the shares or any interest of the company in them are previously disposed of, the company must, not later than the end of the relevant period from their forfeiture or surrender or, in a case within subsection (1)(b), (c) or (d), their acquisition— (a) cancel them and diminish the amount of the share capital by the nominal value of the shares cancelled, and (b) where the effect of cancelling the shares will be that the nominal value of the company’s allotted share capital is brought below the authorised minimum, apply for re-registration as a private company, stating the effect of the cancellation. (3) For this purpose “the relevant period” is— (a) 3 years in the case of shares forfeited or surrendered to the company in lieu of forfeiture, or acquired as mentioned in subsection (1)(b) or (c); (b) one year in the case of shares acquired as mentioned in subsection (1)(d). (4) The company and, in a case within subsection (1)(c) or (d), the company’s nominee or (as the case may be) the other shareholder must not exercise any voting rights in respect of the shares; and any purported exercise of those rights is void.
Propose a change147 Matters arising out of compliance with s. 146(2).
(1) The directors may take such steps as are requisite to enable the company to carry out its obligations under section 146(2) without complying with sections 135 and 136 (resolution to reduce share capital; application to court for approval). (2) The steps taken may include the passing of a resolution to alter the company’s memorandum so that it no longer states that the company is to be a public company; and the resolution may make such other alterations in the memorandum as are requisite in the circumstances.Chapter 3 of Part 3 of the Companies Act 2006 (resolutions affecting a company's constitution) applies to such a resolution. (3) The application for re-registration required by section 146(2)(b) must be in the prescribed form and be signed by a director or secretary of the company, and must be delivered to the registrar of companies together with a printed copy of the memorandum and articles of the company as altered by the resolution. (4) If the registrar is satisfied that the company may be re-registered under section 146, he shall retain the application and other documents delivered with it and issue the company with a certificate of incorporation appropriate to a company that is not a public company; and— (a) the company by virtue of the issue of the certificate becomes a private company, and the alterations in the memorandum and articles set out in the resolution take effect accordingly, and (b) the certificate is conclusive evidence that the requirements of sections 146 to 148 in respect of re-registration and of matters precedent and incidental to it have been complied with, and that the company is a private company.
Propose a change148 Further provisions supplementing ss. 146, 147.
(1) Where, after shares in a private company— (a) are forfeited in pursuance of the company’s articles or are surrendered to the company in lieu of forfeiture, or (b) are acquired by the company (otherwise than by such surrender or forfeiture, and otherwise than by any of the methods mentioned in section 143(3)), the company having a beneficial interest in the shares, or (c) are acquired by the nominee of a company in the circumstances mentioned in section 146(1)(c), or (d) are acquired by any person in the circumstances mentioned in section 146(1)(d), the company is re-registered as a public company, sections 146 and 147, and also section 149, apply to the company as if it had been a public company at the time of the forfeiture, surrender or acquisition, but with the modification required by the following subsection. (2) That modification is to treat any reference to the relevant period from the forfeiture, surrender or acquisition as referring to the relevant period from the re-registration of the company as a public company. (3) Schedule 2 to this Act has effect for the interpretation of the reference in subsection (1)(b) to the company having a beneficial interest in shares. (4) Where a public company or a nominee of a public company acquires shares in the company or an interest in such shares, and those shares are (or that interest is) shown in a balance sheet of the company as an asset, an amount equal to the value of the shares or (as the case may be) the value to the company of its interest in them shall be transferred out of profits available for dividend to a reserve fund and are not then available for distribution.
Propose a change