Law
Companies Act 1985
United Kingdom · statute
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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
664 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a change665–674 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a change675 Companies formed and registered under former Companies Acts.
(1) In its application to existing companies, this Act applies in the same manner— (a) in the case of a limited company (other than a company limited by guarantee), as if the company had been formed and registered under Part I of this Act as a company limited by shares, (b) in the case of a company limited by guarantee, as if the company had been formed and registered under that Part as a company limited by guarantee, and (c) in the case of a company other than a limited company, as if the company had been formed and registered under that Part as an unlimited company. (2) But reference, express or implied, to the date of registration is to be read as the date at which the company was registered under the Joint Stock Companies Acts, the Companies Act 1862, the Companies (Consolidation) Act 1908 the Companies Act 1929, or the Companies Act 1948.
Propose a change676 Companies registered but not formed under former Companies Acts.
(1) This Act applies to every company registered but not formed under the Joint Stock Companies Acts, the Companies Act 1862, the Companies (Consolidated) Act 1908, the Companies Act 1929, or the Companies Act 1948, in the same manner as it is in Chapter II of this Part declared to apply to companies registered but not formed under this Act. (2) But reference, express or implied, to the date of registration is to be read as referring to the date at which the company was registered under the Joint Stock Companies Acts, the Companies Act 1862, the Companies (Consolidation) Act 1908, the Companies Act 1929, or the Companies Act 1948.
Propose a change677 Companies re-registered with altered status under former Companies Acts.
(1) This Act applies to every unlimited company registered or re-registered as limited in pursuance of the Companies Act 1879, section 57 of the Companies (Consolidation) Act 1908, section 16 of the Companies Act 1929, section 16 of the Companies Act 1948 or section 44 of the Companies Act 1967 as it (this Act) applies to an unlimited company re-registered as limited in pursuance of Part II of this Act. (2) But reference, express or implied, to the date of registration or re-registration is to be read as referring to the date at which the company was registered or re-registered as a limited company under the relevant enactment.
Propose a change678 Companies registered under Joint Stock Companies Acts.
(1) A company registered under the Joint Stock Companies Acts may cause its shares to be transferred in manner hitherto in use, or in such other manner as the company may direct. (2) The power of altering articles under section 9 of this Act extends, in the case of an unlimited company formed and registered under the Joint Stock Companies Acts, to altering any regulations relating to the amount of capital or to its distribution into shares, notwithstanding that those regulations are contained in the memorandum.
Propose a change679 Northern Ireland and Irish companies.
Nothing in sections 675 to 678 applies to companies registered in Northern Ireland or the Republic of Ireland.
Propose a change680 Companies capable of being registered under this Chapter.
(1) With the exceptions and subject to the provisions contained in this section and the next— (a) any company consisting of two or more members, which was in existence on 2nd November 1862, including any company registered under the Joint Stock Companies Acts, and (b) any company formed after that date (whether before or after the commencement of this Act), in pursuance of any Act of Parliament (other than this Act), or of letters patent, or being otherwise duly constituted according to law, and consisting of two or more members, may at any time, on making application in the prescribed form, register under this Act as an unlimited company, or as a company limited by shares, or as a company limited by guarantee; and the registration is not invalid by reason that it has taken place with a view to the company’s being wound up. (1A) A company shall not be prevented from registering under this Act as a private company limited by shares or by guarantee solely because it has only one member. (2) A company registered in any part of the United Kingdom under the Companies Act 1862 the Companies (Consolidation) Act 1908the Companies Act 1929 or the Companies Act 1948 shall not register under this section. (3) A company having the liability of its members limited by Act of Parliament or letters patent, and not being a joint stock company, shall not register under this section. (4) A company having the liability of its members limited by Act of Parliament or letters patent shall not register in pursuance of this section as an unlimited company or as a company limited by guarantee. (5) A company that is not a joint stock company shall not register under this section as a company limited by shares.
Propose a change681 Procedural requirements for registration.
(1) A company shall not register under section 680 without the assent of a majority of such of its members as are present in person or by proxy (in cases where proxies are allowed) at a general meeting summoned for the purpose. (2) Where a company not having the liability of its members limited by Act of Parliament or letters patent is about to register as a limited company, the majority required to assent as required by subsection (1) shall consist of not less than three-fourths of the members present in person or by proxy at the meeting. (3) In computing any majority under this section when a poll is demanded, regard is to be had to the number of votes to which each member is entitled according to the company’s regulations. (4) Where a company is about to register (under section 680) as a company limited by guarantee, the assent to its being so registered shall be accompanied by a resolution declaring that each member undertakes to contribute to the company’s assets, in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the company’s debts and liabilities contracted before he ceased to be a member, and of the costs and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount. (5) Before a company is registered under section 680, it shall deliver to the registrar of companies— (a) a statement that the registered office of the company is to be situated in England and Wales, or in Wales, or in Scotland (as the case may be). (b) a statement specifying the intended situation of the company’s registered office after registration, and (c) in an appropriate case, if the company wishes to be registered with the Welsh equivalent of “public limited company” or, as the case may be, “limited” as the last words or word of its name, a statement to that effect. (6) Any statement delivered to the registrar under subsection (5) shall be made in the prescribed form.
Propose a change682 Change of name on registration.
(1) Where the name of a company seeking registration under section 680 is a name by which it is precluded from registration by section 26 of this Act, either because it falls within subsection (1) of that section or, if it falls within subsection (2), because the Secretary of State would not approve the company’s being registered with that name, the company may change its name with effect from the date on which it is registered under this Chapter. (2) A change of name under this section requires the like assent of the company’s members as is required by section 681 for registration.
Propose a change683 Definition of “joint stock company”.
(1) For purposes of this Chapter, as far as relates to registration of companies as companies limited by shares, “joint stock company” means a company— (a) having a permanent paid-up or nominal share capital of fixed amount divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and (b) formed on the principle of having for its members the holders of those shares or that stock, and no other persons. (2) Such a company when registered with limited liability under this Act is deemed a company limited by shares.
Propose a change684 Requirements for registration by joint stock companies.
(1) Before the registration under section 680 of a joint stock company, there shall be delivered to the registrar of companies the following documents— (a) a statement in the prescribed form specifying the name with which the company is proposed to be registered, (b) a list in the prescribed form showing the names and addresses of all persons who on a day named in the list (not more than 28 clear days before the day of registration) were members of the company, with the addition of the shares or stock held by them respectively (distinguishing, in cases where the shares are numbered, each share by its number), and (c) a copy of any Act of Parliament, royal charter, letters patent, deed or settlement, contract of copartnery or other instrument constituting or regulating the company. (2) If the company is intended to be registered as a limited company, there shall also be delivered to the registrar of companies a statement in the prescribed form specifying the following particulars— (a) the nominal share capital of the company and the number of shares into which it is divided, or the amount of stock of which it consists, and (b) the number of shares taken and the amount paid on each share.
Propose a change685 Registration of joint stock company as public company.
(1) A joint stock company applying to be registered under section 680 as a company limited by shares may, subject to— (a) satisfying the conditions set out in section 44(2)(a) and (b) (where applicable) and section 45(2) to (4) as applied by this section, and (b) complying with subsection (4) below, apply to be so registered as a public company. (2) Sections 44 and 45 apply for this purpose as in the case of a private company applying to be re-registered under section 43, but as if a reference to the special resolution required by section 43 were to the joint stock company’s resolution that it be a public company. (3) The resolution may change the company’s name by deleting the word “company” or the words “and company”, or its or their equivalent in Welsh (“cwmni”, “a’r cwmni”), including any abbreviation of them. (4) The joint stock company’s application shall be made in the form prescribed for the purpose, and shall be delivered to the registrar of companies together with the following documents (as well as those required by section 684), namely— (a) a copy of the resolution that the company be a public company, (b) a copy of a written statement by an accountant with the appropriate qualifications that in his opinion a relevant balance sheet shows that at the balance sheet date the amount of the company’s net assets was not less than the aggregate of its called up share capital and undistributable reserves, (c) a copy of the relevant balance sheet, together with a copy of an unqualified report (by an accountant with such qualifications) in relation to that balance sheet, (d) a copy of any valuation report prepared under section 44(2)(b) as applied by this section, and (e) subject to subsection (4A),a statutory declaration in the prescribed form by a director or secretary of the company— (i) that the conditions set out in section 44(2)(a) and (b) (where applicable) and section 45(2) to (4) have been satisfied, and (ii) that, between the balance sheet date referred to in paragraph (b) of this subsection and the joint stock company’s application, there has been no change in the company’s financial position that has resulted in the amount of its net assets becoming less than the aggregate of its called up share capital and undistributable reserves. (4A) In place of the statutory declaration referred to in paragraph (e) of subsection (4), there may be delivered to the registrar of companies using electronic communications a statement made by a director or secretary of the company as to the matters set out in sub-paragraphs (i) and (ii) of that paragraph. (5) The registrar may accept a declaration under subsection (4)(e) or statement under subsection (4A) as sufficient evidence that the conditions referred to in that paragraph have been satisfied. (6) In this section— “accountant with the appropriate qualifications” means a person who would be eligible for appointment as the company’s auditor, if it were a company registered under this Act, “relevant balance sheet” means a balance sheet prepared as at a date not more that 7 months before the joint stock company’s application to be registered as a public company limited by shares, and “undistributable reserves” has the meaning given by section 831(4) of the Companies Act 2006; and section 46 applies (with necessary modifications) for the interpretation of the reference in subsection (4)(c) above to an unqualified report by the accountant. (6A) Any person who makes a false statement under subsection (4A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both.
Propose a change686 Other requirements for registration.
(1) Before the registration in pursuance of this Chapter of any company (not being a joint stock company), there shall be delivered to the registrar of companies— (a) a statement in the prescribed form specifying the name with which the company is proposed to be registered, (b) a list showing with respect to each director or manager of the company— (i) in the case of an individual, his name, address, occupation and date of birth, (ii) in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office, (c) a copy of any Act of Parliament, letters patent, deed of settlement, contract of copartnery or other instrument constituting or regulating the company, and (d) in the case of a company intended to be registered as a company limited by guarantee, a copy of the resolution declaring the amount of the guarantee. (1A) For the purposes of subsection (1)(b)(i) a person’s “name” means his Christian name (or other forename) and surname, except that 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. (2) Subject to subsection (2A), the lists of members and directors and any other particulars relating to the company which are required by this Chapter to be delivered to the registrar shall be verified by a statutory declaration in the prescribed form made by any two or more directors or other principal officers of the company. (2A) In place of the statutory declaration referred to in subsection (2), there may be delivered to the registrar of companies using electronic communications a statement made by any two or more directors or other principal officers of the company verifying the matters set out in that subsection. (3) The registrar may require such evidence as he thinks necessary for the purpose of satisfying himself whether a company proposing to be registered is or is not a joint stock company as defined by section 683. (3A) Any person who makes a false statement under subsection (2A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both.
Propose a change687 Name of company registering.
(1) The following applies with respect to the name of a company registering under this Chapter (whether a joint stock company or not). (2) If the company is to be registered as a public company, its name must end with the words “public limited company” or, if it is stated that the company’s registered office is to be situated in Wales, with those words or their equivalent in Welsh (“cwmni cyfyngedig cyhoeddus”); and those words or that equivalent may not be preceded by the word “limited” or its equivalent in Welsh (“cyfyngedig”). (3) In the case of a company limited by shares or by guarantee (not being a public company), the name must have “limited” as its last word (or, if the company’s registered office is to be situated in Wales, “cyfyngedig”); but this is subject to section 30 (exempting a company, in certain circumstances, from having “limited” as part of the name). (4) If the company is registered with limited liability, then any additions to the company’s name set out in the statements delivered under section 684(1)(a) or 686(1)(a) shall form and be registered as the last part of the company’s name.
Propose a change688 Certificate of registration under this Chapter.
(1) On compliance with the requirements of this Chapter with respect to registration, the registrar of companies shall give a certificate (which may be signed by him, or authenticated by his official seal) that the company applying for registration is incorporated as a company under this Act and, in the case of a limited company, that it is limited. (2) On the issue of the certificate, the company shall be so incorporated; and a banking company in Scotland so incorporated is deemed a bank incorporated, constituted or established by or under Act of Parliament. (3) The certificate is conclusive evidence that the requirements of this Chapter in respect of registration, and of matters precedent and incidental to it, have been complied with. (4) Where on an application by a joint stock company to register as a public company limited by shares the registrar of companies is satisfied that the company may be registered as a public company so limited, the certificate of incorporation given under this section shall state that the company is a public company; and that statement is conclusive evidence that the requirements of section 685 have been complied with and that the company is a public company so limited.
Propose a change689 Effect of registration.
Schedule 21 to this Act has effect with respect to the consequences of registration under this Chapter, the vesting of property, savings for existing liabilities, continuation of existing actions, status of the company following registration, and other connected matters.
Propose a change690 Power to substitute memorandum and articles for deed of settlement.
(1) Subject as follows, a company registered in pursuance of this Chapter may by special resolution alter the form of its constitution by substituting a memorandum and articles for a deed of settlement. (2) The provisions of sections 4 to 6 of this Act with respect to applications to the court for cancellation of alterations of the objects of a company and matters consequential on the passing of resolutions for such alterations (so far as applicable) apply, but with the following modifications— (a) there is substituted for the printed copy of the altered memorandum required to be delivered to the registrar of companies a printed copy of the substituted memorandum and articles, and (b) on the delivery to the registrar of the substituted memorandum and articles or the date when the alteration is no longer liable to be cancelled by order of the court (whichever is the later)— (i) the substituted memorandum and articles apply to the company in the same manner as if it were a company registered under Part I with that memorandum and those articles, and (ii) the company’s deed of settlement ceases to apply to the company. (3) An alteration under this section may be made either with or without alteration of the company’s objects. (4) In this section “deed of settlement” includes any contract of copartnery or other instrument constituting or regulating the company, not being an Act of Parliament, a royal charter or letters patent.
Propose a change690A Branch registration under the Eleventh Company Law Directive (89/666/EEC).
(1) This section applies to any limited company which— (a) is incorporated outside the United Kingdom and Gibraltar, and (b) has a branch in Great Britain. (2) Schedule 21A to this Act (Branch registration under the Eleventh Company Law Directive (89/666/EEC)) shall have effect in relation to any company to which this section applies.
Propose a change690B Scope of sections 691 and 692.
Sections 691 and 692 shall not apply to any limited company which— (a) is incorporated outside the United Kingdom and Gibraltar, and (b) has a branch in the United Kingdom.
Propose a change691 Documents to be delivered to registrar.
(1) When a company incorporated outside Great Britain establishes a place of business in Great Britain, it shall within one month of doing so deliver to the registrar of companies for registration— (a) a certified copy of the charter, statutes or memorandum and articles of the company or other instrument constituting or defining the company’s constitution, and, if the instrument is not written in the English language, a certified translation of it; and (b) a return in the prescribed form containing— (i) a list of the company’s directors and secretary, containing (subject to subsection (5)). the particulars specified in the next subsection, (ii) a list of the names and addresses of some one or more persons resident in Great Britain authorised to accept on the company’s behalf service of process and any notices required to be served on it, (iii) a list of the documents delivered in compliance with paragraph (a) of this subsection, and (iv) subject to subsection (3A),a statutory declaration (made by a director or secretary of the company or by any person whose name and address are given in the list required by sub-paragraph (ii)), stating the date on which the company’s place of business in Great Britain was established. (2) The list referred to in subsection (1)(b)(i) shall contain the following particulars with respect to each director— (a) in the case of an individual— (i) his name, (ii) any former name, (iii) his usual residential address, (iv) his nationality, (v) his business occupation (if any), (vi) if he has no business occupation but holds other directorships, particulars of them, and (vii) his date of birth; (b) in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office. (3) The list referred to in subsection (1)(b)(i) shall contain the following particulars with respect to the secretary (or, where there are joint secretaries, with respect to each of them)— (a) in the case of an individual, his name, any former name and his usual residential address; (b) in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office. Where all the partners in a firm are joint secretaries of the company, the name and principal office of the firm may be stated instead of the particulars required by paragraph (a). (3A) In place of the statutory declaration referred to in sub-paragraph (iv) of paragraph (b) of subsection (1), there may be delivered to the registrar of companies using electronic communications a statement made by any person by whom the declaration could have been made stating the date on which the company’s place of business in Great Britain was established. (4) In subsections (2)(a) and (3)(a) above— (a) “name” means a person’s Christian name (or other forename) and surname, except that 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; and (b) the reference to a former name does not include— (i) in the case of a peer, or an individual normally known by a British title, the name by which he was known previous to the adoption of or succession to the title, or (ii) in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more, or (iii) in the case of a married woman, the name by which she was known previous to the marriage. (4A) Any person who makes a false statement under subsection (3A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both. (5) Where a confidentiality order made under section 723B is in force in respect of a director or secretary required to be specified in the list under subsection (1)(b)(i)— (a) if the order is in respect of a director, subsection (2) has effect in respect of that director as if the reference in subsection (2)(a)(iii) to his usual residential address were a reference to the address for the time being notified by him to the company under regulations made under sections 723B to 723F; (b) if the order is in respect of a secretary, subsection (3) has effect in respect of that secretary as if the reference in subsection (3)(a) to his usual residential address were a reference to the address for the time being notified by him to the company under such regulations; and (c) in either case the company shall deliver to the registrar, in addition to the return required by subsection (1), a return in the prescribed form containing the usual residential address of the director or secretary to whom the confidentiality order relates, and any such return shall be delivered to the registrar within one month of the company establishing a place of business in Great Britain.
Propose a change692 Registration of altered particulars.
(1) If any alteration is made in— (a) the charter, statutes, or memorandum and articles of an oversea company or any such instrument as is mentioned above, or (b) the directors or secretary of an oversea company or the particulars contained in the list of the directors and secretary, or (c) the names or addresses of the persons authorised to accept service on behalf of an oversea company, the company shall, within the time specified below, deliver to the registrar of companies for registration a return containing the prescribed particulars of the alteration. (1A) If an individual in respect of whom a confidentiality order under section 723B is in force becomes a director or secretary of an oversea company— (a) the return required to be delivered to the registrar under subsection (1) shall contain the address for the time being notified by the director or secretary to the company under regulations made under sections 723B to 723F, but shall not contain his usual residential address; and (b) with that return the company shall deliver to the registrar a return in the prescribed form containing the usual residential address of that director or secretary. (1B) If a confidentiality order under section 723B is made in respect of an existing director or secretary of an oversea company, the company shall within the time specified below deliver to the registrar of companies for registration a return in the prescribed form containing the address for the time being notified to it by the director or secretary under regulations made under sections 723B to 723F. (1C) If while a confidentiality order made under section 723B is in force in respect of a director or secretary of an oversea company there is an alteration in his usual residential address, the company shall within the time specified below deliver to the registrar of companies for registration a return in the prescribed form containing the new address. (2) If any change is made in the corporate name of an oversea company, the company shall, within the time specified below, deliver to the registrar of companies for registration a return containing the prescribed particulars of the change. (3) The time for delivery of the returns required by subsections (1) , (1B), (1C) and (2) is— (a) in the case of an alteration to which subsection (1)(c) applies, 21 days after the making of the alteration, and (b) otherwise, 21 days after the date on which notice of the alteration or change in question could have been received in Great Britain in due course of post (if despatched with due diligence).
Propose a change692A Change in registration regime.
(1) Where a company ceases to be a company to which section 690A applies and, immediately after ceasing to be such a company— (a) continues to have in Great Britain a place of business which it had immediately before ceasing to be such a company, and (b) does not have a branch in Northern Ireland, it shall be treated for the purposes of section 691 as having established the place of business on the date when it ceased to be a company to which section 690A applies. (2) Where a limited company incorporated outside the United Kingdom and Gibraltar— (a) ceases to have a branch in Northern Ireland, and (b) both immediately before and immediately after ceasing to do so, has a place of business, but not a branch, in Great Britain, it shall be treated for the purposes of section 691 as having established the place of business on the date when it ceased to have a branch in Northern Ireland. (3) Where a company— (a) becomes a company to which section 690A applies, (b) immediately after becoming such a company, has in a part of Great Britain an established place of business but no branch, and (c) immediately before becoming such a company, had an established place of business in that part, sections 691 and 692 shall, in relation to that part, continue to apply to the company (notwithstanding section 690B) until such time as it gives notice to the registrar for that part that it is a company to which that section applies. (4) Schedule 21B to this Act (transitional provisions in relation to change in registration regime) shall have effect.
Propose a change693 Obligation to state name and other particulars.
(1) Every oversea company shall— (a) in every prospectus inviting subscriptions for its shares or debentures in Great Britain, state the country in which the company is incorporated, (b) conspicuously exhibit on every place where it carries on business in Great Britain the company’s name and the country in which it is incorporated, (c) cause the company’s name and the country in which it is incorporated to be stated in legible characters in all bill-heads and letter paper, and in all notices and other official publications of the company, and (d) if the liability of the members of the company is limited, cause notice of that fact to be stated in legible characters in every such prospectus as above mentioned and in all bill-heads, letter paper, notices and other official publications of the company in Great Britain, and to be affixed on every place where it carries on its business. (2) Every company to which section 690A applies shall, in the case of each branch of the company registered under paragraph 1 of Schedule 21A, cause the following particulars to be stated in legible characters in all letter paper and order forms used in carrying on the business of the branch— (a) the place of registration of the branch, and (b) the registered number of the branch. (3) Every company to which section 690A applies, which is not incorporated in a Member State and which is required by the law of the country in which it is incorporated to be registered shall, in the case of each branch of the company registered under paragraph 1 of Schedule 21A, cause the following particulars to be stated in legible characters in all letter paper and order forms used in carrying on the business of the branch— (a) the identity of the registry in which the company is registered in its country of incorporation, and (b) the number with which it is registered. (4) Every company to which section 690A applies and which is not incorporated in a Member State shall, in the case of each branch of the company registered under paragraph 1 of Schedule 21A, cause the following particulars to be stated in legible characters in all letter paper and order forms used in carrying on the business of the branch— (a) the legal form of the company, (b) the location of its head office, and (c) if applicable, the fact that it is being wound up.
Propose a change694 Regulation of oversea companies in respect of their names.
(1) If it appears to the Secretary of State that the corporate name of an oversea company is a name by which the company, had it been formed under this Act, would on the relevant date (determined in accordance with subsections (3A) and (3B)) have been precluded from being registered by section 26 either— (a) because it falls within subsection (1) of that section, or (b) if it falls within subsection (2) of that section, because the Secretary of State would not approve the company’s being registered with that name, the Secretary of State may serve a notice on the company, stating why the name would not have been registered. (2) If the corporate name of an oversea company is in the Secretary of State’s opinion too like a name appearing on the relevant date in the index of names kept by the registrar of companies under section 714 or which should have appeared in that index on that date, or is the same as a name which should have so appeared, the Secretary of State may serve a notice on the company specifying the name in the index which the company’s name is too like or which is the same as the company’s name. (3) No notice shall be served on a company under subsection (1) or (2) later than 12 months after the relevant date . . . (3A) For the purposes of subsections (1) to (3), the relevant date, in relation to a company, is the date on which it has complied with paragraph 1 of Schedule 21A or section 691(1) or, if there is more than one such date, the first date on which it has complied with that paragraph or that subsection since becoming an oversea company. (3B) But where the company’s corporate name has changed since the date ascertained in accordance with subsection (3A), the relevant date is the date on which the company has, in respect of the change or, if more than one, the latest change, complied with paragraph 7(1) of Schedule 21A or section 692(2), as the case may be. (4) An oversea company on which a notice is served under subsection (1) or (2)— (a) may deliver to the registrar of companies for registration a statement in the prescribed form specifying a name approved by the Secretary of State other than its corporate name under which it proposes to carry on business in Great Britain, and (b) may, after that name has been registered, at any time deliver to the registrar for registration a statement in the prescribed form specifying a name approved by the Secretary of State (other than its corporate name) in substitution for the name previously registered. (5) The name by which an oversea company is for the time being registered under subsection (4) is, for all purposes of the law applying in Great Britain (including this Act and the Business Names Act 1985), deemed to be the company’s corporate name; but— (a) this does not affect references to the corporate name in this section, or any rights or obligations of the company, or render defective any legal proceedings by or against the company, and (b) any legal proceedings that might have been continued or commenced against the company by its corporate name or its name previously registered under this section may be continued or commenced against it by its name for the time being so registered. (6) An oversea company on which a notice is served under subsection (1) or (2) shall not at any time after the expiration of 2 months from the service of that notice (or such longer period as may be specified in that notice) carry on business in Great Britain under its corporate name. Nothing in this subsection or in section 697(2) (which imposes penalties for its contravention) invalidates any transaction entered into by the company. (7) The Secretary of State may withdraw a notice served under subsection (1) or (2) at any time before the end of the period mentioned in subsection (6); and that subsection does not apply to a company served with a notice which has been withdrawn.
Propose a change694A Service of documents: companies to which section 690A applies.
(1) This section applies to any company to which section 690A applies. (2) Any process or notice required to be served on a company to which this section applies in respect of the carrying on of the business of a branch registered by it under paragraph 1 of Schedule 21A is sufficiently served if— (a) addressed to any person whose name has, in respect of the branch, been delivered to the registrar as a person falling within paragraph 3(e) of that Schedule, and (b) left at or sent by post to the address for that person which has been so delivered. (3) Where— (a) a company to which this section applies makes default, in respect of a branch, in delivering to the registrar the particulars mentioned in paragraph 3(e) of Schedule 21A, or (b) all the persons whose names have, in respect of a branch, been delivered to the registrar as persons falling within paragraph 3(e) of that Schedule are dead or have ceased to reside in Great Britain, or refuse to accept service on the company’s behalf, or for any reason cannot be served, a document may be served on the company in respect of the carrying on of the business of the branch by leaving it at, or sending it by post to, any place of business established by the company in Great Britain. (4) Where a company to which this section applies has more than one branch in Great Britain, any notice or process required to be served on the company which is not required to be served in respect of the carrying on of the business of one branch rather than another shall be treated for the purposes of this section as required to be served in respect of the carrying on of the business of each of its branches.
Propose a change695 Service of documents on oversea company.
(1) Any process or notice required to be served on an oversea company to which section 691 applies is sufficiently served if addressed to any person whose name has been delivered to the registrar under preceding sections in this Part and left at or sent by post to the address which has been so delivered. (2) However— (a) where such a company makes default in delivering to the registrar the name and address of a person resident in Great Britain who is authorised to accept on behalf of the company service of process or notices, or (b) if at any time all the persons whose names and addresses have been so delivered are dead or have ceased so to reside, or refuse to accept service on the company’s behalf, or for any reason cannot be served, a document may be served on the company by leaving it at, or sending it by post to, any place of business established by the company in Great Britain.
Propose a change695A Registrar to whom documents to be delivered: companies to which section 690A applies.
(1) References to the registrar, in relation to a company to which section 690A applies, (except references in Schedule 21C) shall be construed in accordance with the following provisions. (2) The documents which a company is required to deliver to the registrar shall be delivered— (a) to the registrar for England and Wales, if required to be delivered in respect of a branch in England and Wales, and (b) to the registrar for Scotland, if required to be delivered in respect of a branch in Scotland. (3) If a company closes a branch in a part of Great Britain, it shall forthwith give notice of that fact to the registrar for that part; and from the date on which notice is so given it is no longer obliged to deliver documents to that registrar in respect of that branch. (4) In subsection (3) above, the reference to closing a branch in either part of Great Britain includes a reference to a branch ceasing to be situated in that part on becoming situated elsewhere.
Propose a change696 Office where documents to be filed.
(1) Any document which an oversea company to which section 691 applies; is required to deliver to the registar of companies shall be delivered to the registrar at the registration office in England and Wales or Scotland, according to where the company has established a place of business. (2) If the company has established a place of business both in England and Wales and in Scotland, the document shall be delivered at the registration office both in England and Wales and in Scotland. (3) References in this Part (except references in Schedule 21C) to the registrar of companies , in relation to a company to which section 691 applies, are to be construed in accordance with the above subsections. (4) If an oversea company to which section 691 applies ceases to have a place of business in either part of Great Britain, it shall forthwith give notice of that fact to the registrar of companies for that part; and as from the date on which notice is so given the obligation of the company to deliver any document to the registrar ceases.
Propose a change697 Penalties for non-compliance.
(1) If an oversea company fails to comply with any of sections 691 to 693 and 696, the company, and every officer or agent of the company who knowingly and wilfully authorises or permits the default, is liable to a fine and, in the case of a continuing offence, to a daily default fine for continued contravention. (2) If an oversea company contravenes section 694(6), the company and every officer or agent of it who knowingly and wilfully authorises or permits the contravention is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine. (3) if an oversea company fails to comply with section 695A or Schedule 21A, the company, and every officer or agent of the company who knowingly and wilfully authorises or permits the default, is liable to a fine and, in the case of a continuing offence, to a daily default fine for continued contravention
Propose a change698 Definitions . . ..
(1) For purposes of this Chapter— “certified” means certified in the prescribed manner to be a true copy or a correct translation; “director”, in relation to an oversea company, includes shadow director; and “secretary” includes any person occupying the position of secretary by whatever name called. (2) For the purposes of this Part (except section 699A and Schedule 21C): (a) where a branch comprises places of business in more than one part of the United Kingdom, the branch shall be treated as being situated in that part of the United Kingdom where its principal place of business is situated; and (b) “branch” means a branch within the meaning of the Council Directive concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State (the Eleventh Company Law Directive, 89/666/EEC)
Propose a change699 Channel Islands and Isle of Man companies.
(1) With the exceptions specified in subsection (3) below, the provisions of this Act and the Companies Act 2006 requiring documents to be forwarded or delivered to or filed with the registrar of companies and applying to companies formed and registered under Part I apply also (if they would not otherwise) to an oversea company to which section 691 applies incorporated in the Channel Islands or the Isle of Man. (2) Those provisions apply to such a company— (a) if it has established a place of business in England and Wales, as if it were registered in England and Wales, (b) if it has established a place of business in Scotland, as if it were registered in Scotland, and (c) if it has established a place of business both in England and Wales and in Scotland, as if it were registered in both England and Wales and Scotland, with such modifications as may be necessary and, in particular, apply in a similar way to documents relating to things done outside Great Britain as if they had been done in Great Britain. (3) The exceptions are— section 6(1) (resolution altering company’s objects), section 18 (alteration of memorandum or articles by statute or statutory instrument), section 441 of the Companies Act 2006 (directors’ duty to file accounts), section 288(2) (notice to registrar of change of directors or secretary), and Chapter 3 of Part 3 of the Companies Act 2006 (resolutions and agreements affecting a company's constitution), so far as applicable to a resolution altering a company’s memorandum or articles.
Propose a change699A Credit and financial institutions to which the Bank Branches Directive (89/117/EEC) applies.
(1) This section applies to any credit or financial institution— (a) which is incorporated or otherwise formed outside the United Kingdom and Gibraltar, (b) whose head office is outside the United Kingdom and Gibraltar, and (c) which has a branch in Great Britain. (2) Schedule 21C (delivery of accounts and reports) shall have effect in relation to any institution to which this section applies. (3) In this section— “branch”, in relation to a credit or financial institution, means a place of business which forms a legally dependent part of the institution and which conducts directly all or some of the operations inherent in its business; “credit institution” means a credit institution as defined in Article 4(1)(a) of Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions, that is to say an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account; “financial institution”means a financial institution within the meaning of Article 1 of the Council Directive on the obligations of branches established in a Member State of credit and financial institutions having their head offices outside that Member State regarding the publication of annual accounting documents (the Bank Branches Directive, 89/117/EEC); and “undertaking” has the same meaning as in Part VII.
Propose a change699AA Companies to which the Eleventh Company Law Directive applies.
(1) This section applies to any limited company which— (a) is incorporated outside the United Kingdom and Gibraltar, (b) has a branch in Great Britain, and (c) is not an institution to which section 699A applies. (2) Schedule 21D to this Act (delivery of accounts and reports) shall have effect in relation to any company to which this section applies.
Propose a change699B Scope of sections 700 to 703.
Sections 700 to 703 shall not apply to any institution to which section 699A applies or to any limited company which is incorporated outside the United Kingdom and Gibraltar and has a branch in the United Kingdom.
Propose a change700 Preparation of accounts and reports by oversea companies.
(1) Every oversea company shall in respect of each financial year of the company prepare the like accounts and directors’ report, and cause to be prepared such an auditors’ report, as would be required if the company were formed and registered under this Act. (2) The Secretary of State may by order— (a) modify the requirements referred to in subsection (1) for the purpose of their application to oversea companies; (b) exempt an oversea company from those requirements or from such of them as may be specified in the order. (3) An order 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. (4) An order under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.
Propose a change701 Oversea company’s financial year and accounting reference periods.
(1) Sections 390 to 392 of the Companies Act 2006 (financial year and accounting reference periods) apply to an oversea company, subject to the following modifications. (2) For the references to the incorporation of the company substitute references to the company establishing a place of business in Great Britain. (3) Omit section 392(3) (restriction on frequency with which current accounting reference period may be extended).
Propose a change702 Delivery to registrar of accounts and reports of oversea company.
(1) An oversea company shall in respect of each financial year of the company deliver to the registrar copies of the accounts and reports prepared in accordance with section 700. If any document comprised in those accounts or reports is in a language other than English, the directors shall annex to the copy delivered a translation of it into English, certified in the prescribed manner to be a correct translation. (2) In relation to an oversea company the period allowed for delivering accounts and reports is 13 months after the end of the relevant accounting reference period. This is subject to the following provisions of this section. (3) If the relevant accounting reference period is the company’s first and is a period of more than 12 months, the period allowed is 13 months from the first anniversary of the company’s establishing a place of business in Great Britain. (4) If the relevant accounting period is treated as shortened by virtue of a notice given by the company under section 392 of the Companies Act 2006 (alteration of accounting reference date), the period allowed is that applicable in accordance with the above provisions or three months from the date of the notice under that section, whichever last expires. (5) If for any special reason the Secretary of State thinks fit he may, on an application made before the expiry of the period otherwise allowed, by notice in writing to an oversea company extend that period by such further period as may be specified in the notice. (6) In this section “the relevant accounting reference period” means the accounting reference period by reference to which the financial year for the accounts in question was determined.
Propose a change703 Penalty for non-compliance.
(1) If the requirements of section 702(1) are not complied with before the end of the period allowed for delivering accounts and reports, or if the accounts and reports delivered do not comply with the requirements of this Act, the company and every person who immediately before the end of that period was a director of the company is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine. (2) It is a defence for a person charged with such an offence to prove that he took all reasonable steps for securing that the requirements in question would be complied with. (3) It is not a defence in relation to a failure to deliver copies to the registrar to prove that the documents in question were not in fact prepared as required by this Act.
Propose a change