362 Overseas branch registers.
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Propose a changeLaw
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
363 Duty to deliver annual returns.
(1) Every company shall deliver to the registrar successive annual returns each of which is made up to a date not later than the date which is from time to time the company’s “return date”, that is— (a) the anniversary of the company’s incorporation, or (b) if the company’s last return delivered in accordance with this Chapter was made up to a different date, the anniversary of that date. (2) Each return shall— (a) be in the prescribed form, (b) contain the information required by or under the following provisions of this Chapter, and (c) be signed by a director or the secretary of the company; and it shall be delivered to the registrar within 28 days after the date to which it is made up. (3) If a company fails to deliver an annual return in accordance with this Chapter before the end of the period of 28 days after a return date, the company is guilty of an offence and liable to a fine and, in the case of continued contravention, to a daily default fine. The contravention continues until such time as an annual return made up to that return date and complying with the requirements of subsection (2) (except as to date of delivery) is delivered by the company to the registrar. (4) Where a company is guilty of an offence under subsection (3), every director or secretary of the company is similarly liable unless he shows that he took all reasonable steps to avoid the commission or continuation of the offence. (5) The references in this section to a return being delivered “in accordance with this Chapter” are— (a) in relation to a return made on or after 1st October 1990, to a return with respect to which all the requirements of subsection (2) are complied with; (b) in relation to a return made before 1st October 1990, to a return with respect to which the formal and substantive requirements of this Chapter as it then had effect were complied with, whether or not the return was delivered in time.
Propose a change364 Contents of annual return: general.
(1) Every annual return shall state the date to which it is made up and shall contain the following information— (a) the address of the company’s registered office; (b) the type of company it is and its principal business activities; (c) the name and address of the company secretary (if any) ; (d) the name and address of every director of the company; (e) in the case of each individual director— (i) his nationality, date of birth and business occupation, . . . (ii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (g) if the register of members is not kept at the company’s registered office, the address of the place where it is kept; (h) if any register of debenture holders (or a duplicate of any such register or a part of it) is not kept at the company’s registered office, the address of the place where it is kept; (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (j) whether the company was a traded company at any time during the return period. (2) The information as to the company’s type shall be given by reference to the classification scheme prescribed for the purposes of this section. (3) The information as to the company’s principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities. (4) A person’s “name” and “address” mean, respectively— (a) in the case of an individual, his Christian name (or other forename) and surname and his usual residential address; (b) in the case of a corporation or Scottish firm, its corporate or firm name and its registered or principal office. (5) In the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them. (6) Where all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated instead of the names and addresses of the partners.
Propose a change364A Contents of annual return: particulars of share capital . . . .
(1) The annual return of a company having a share capital shall contain the following information with respect to its share capital . . . . (2) The return shall state the total number of issued shares of the company at the date to which the return is made up and the aggregate nominal value of those shares. (3) The return shall state with respect to each class of shares in the company— (a) the nature of the class, and (b) the total number and aggregate nominal value of issued shares of that class at the date to which the return is made up. (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Those particulars shall be included in the company’s next annual return after they are received. (8) Where the company has converted any of its shares into stock, the return shall give the corresponding information in relation to that stock, stating the amount of stock instead of the number or nominal value of shares.
Propose a change364B Contents of annual return: information about shareholders: non-traded companies
(1) The annual return of a company that was a non-traded company throughout the return period must also contain the following information. (2) The return must contain a list of the names of every person who was a member of the company at any time during the return period. If the names are not arranged in alphabetical order the return must have annexed to it an index sufficient to enable the name of any person in the list to be easily found. (3) The return must also state— (a) the number of shares of each class held at the end of the date to which the return is made up by each person who was a member of the company at that time, (b) the number of shares of each class transferred during the return period by or to each person who was a member of the company at any time during that period, and (c) the dates of registration of those transfers. (4) If either of the two immediately preceding returns has given the full particulars required by subsections (2) and (3), the return need only give such particulars as relate— (a) to persons who became, or ceased to be, members during the return period, and (b) to shares transferred during that period. (5) Subsections (2) and (3) do not require the inclusion of particulars entered in an overseas branch register if copies of those entries have not been received at the company's registered office by the date to which the return is made up. Those particulars must be included in the company's next annual return after they are received.
Propose a change364C Contents of annual return: information about shareholders: traded companies
(1) The annual return of a company that was a traded company at any time during the return period must also contain the following information. (2) The return must contain a list of the names and addresses of every person who held at least 5% of the issued shares of any class of the company at any time during the return period. If the names are not arranged in alphabetical order the return must have annexed to it an index sufficient to enable the name of any person in the list to be easily found. (3) The return must also state— (a) the number of shares of each class held at the end of the date to which the return is made up by each person who held at least 5% of the issued shares of any class of the company at that time, (b) the number of shares of each class transferred during the return period by or to each person who held at least 5% of the issued shares of any class of the company at any time during the return period, and (c) the dates of registration of those transfers. (4) If either of the two immediately preceding returns has given the full particulars required by subsections (2) and (3), the return need only give such particulars as relate— (a) to persons who came to hold, or ceased to hold, at least 5% of the issued shares of any class of the company during the return period, and (b) to shares transferred during that period. (5) Subsections (2) and (3) do not require the inclusion of particulars entered in an overseas branch register if copies of those entries have not been received at the company's registered office by the date to which the return is made up. Those particulars must be included in the company's next annual return after they are received.
Propose a change364D Contents of annual return: information about shareholders: supplementary
(1) In sections 364, 364B and 364C— “non-traded company” means a company none of whose shares are shares admitted to trading on a regulated market (so that “traded company” means a company any of whose shares are shares admitted to trading on a regulated market); “regulated market” means a market which appears on the list drawn up by an EEA State pursuant to Article 47 of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments ; and “return period”, in relation to an annual return, means the period beginning immediately after the date to which the last return was made up (or, in the case of the first return, with the incorporation of the company) and ending with the date to which the return is made up. (2) Where a company has converted any of its shares into stock, the return must give information in relation to that stock corresponding to that required by section 364B or 364C (as the case may be) in relation to shares of the company, stating the amount of stock instead of the number of shares.
Propose a change365 Supplementary provisions: regulations and interpretation.
(1) The Secretary of State may by regulations make further provision as to the information to be given in a company’s annual return, which may amend or repeal the provisions of sections 364 and 364A. (2) Regulations under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliamant. (3) For the purposes of this Chapter, except section 363(2)(c) (signature of annual return), a shadow director shall be deemed to be a director.
Propose a change366 Annual general meeting.
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Propose a change366A Election by private company to dispense with annual general meetings.
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Propose a change367 Secretary of State’s power to call meeting in default.
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Propose a change368 Extraordinary general meeting on members’ requisition.
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Propose a change369 Length of notice for calling meetings.
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Propose a change370 General provisions as to meetings and votes.
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Propose a change370A Quorum at meetings of the sole member
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Propose a change371 Power of court to order meeting.
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Propose a change372 Proxies.
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Propose a change373 Right to demand a poll.
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Propose a change374 Voting on a poll.
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Propose a change375 Representation of corporations at meetings.
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Propose a change376 Circulation of members’ resolutions.
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Propose a change377 In certain cases, compliance with s. 376 not required.
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Propose a change378 Extraordinary and special resolutions.
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Propose a change379 Resolution requiring special notice.
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Propose a change379A Elective resolution of private company.
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Propose a change380 Registration, etc. of resolutions and agreements.
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Propose a change381 Resolution passed at adjourned meeting.
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Propose a change381A Written resolutions of private companies.
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Propose a change381B Duty to notify auditors of proposed written resolution
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Propose a change381C Written resolutions: supplementary provisions.
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Propose a change382 Minutes of meetings.
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Propose a change382A Recording of written resolutions.
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Propose a change382B Recording of decisions by the sole member
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Propose a change383 Inspection of minute books.
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Propose a change384 Duty to appoint auditors.
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Propose a change385 Appointment at general meeting at which accounts laid.
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Propose a change385A Appointment by private company which is not obliged to lay accounts.
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Propose a change386 Election by private company to dispense with annual appointment.
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Propose a change387 Appointment by Secretary of State in default of appointment by company.
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Propose a change388 Filling of casual vacancies.
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Propose a change