Change 1 Article Choose an article Title and introductory text 1 Companies 2 The Companies Acts 3 Limited and unlimited companies 4 Private and public companies 5 Companies limited by guarantee and having share capital 6 Community interest companies 7 Method of forming company 8 Memorandum of association 9 Registration documents 9A Required information about the subscribers 10 Statement of capital and initial shareholdings 11 Statement of guarantee 12 Statement of proposed officers 12A Statement of initial significant control 12B Option to provide ID verification information about PSCs 13 Statement of compliance 14 Registration 15 Issue of certificate of incorporation 16 Effect of registration 17 A company's constitution 18 Articles of association 19 Power of Secretary of State to prescribe model articles 20 Default application of model articles 21 Amendment of articles 22 Entrenched provisions of the articles 23 Notice to registrar of existence of restriction on amendment of articles 24 Statement of compliance where amendment of articles restricted 25 Effect of alteration of articles on company's members 26 Registrar to be sent copy of amended articles 27 Registrar's notice to comply in case of failure with respect to amended articles 28 Existing companies: provisions of memorandum treated as provisions of articles 29 Resolutions and agreements affecting a company's constitution 30 Copies of resolutions or agreements to be forwarded to registrar 31 Statement of company's objects 32 Constitutional documents to be provided to members 33 Effect of company's constitution 34 Notice to registrar where company's constitution altered by enactment 35 Notice to registrar where company's constitution altered by order 36 Documents to be incorporated in or accompany copies of articles issued by company 37 Right to participate in profits otherwise than as member void 38 Application to single member companies of enactments and rules of law 39 A company's capacity 40 Power of directors to bind the company 41 Constitutional limitations: transactions involving directors or their associates 42 Constitutional limitations: companies that are charities 43 Company contracts 44 Execution of documents 45 Common seal 46 Execution of deeds 47 Execution of deeds or other documents by attorney 48 Execution of documents by companies 49 Official seal for use abroad 50 Official seal for share certificates etc 51 Pre-incorporation contracts, deeds and obligations 52 Bills of exchange and promissory notes 53 Prohibited names 53A Names for criminal purposes 54 Names suggesting connection with government or public authority 55 Other sensitive words or expressions 56 Duty to seek comments of government department or other specified body 56A Names suggesting connection with foreign governments etc 57 Permitted characters etc 57A Names containing computer code 57B Prohibition on re-registering name following direction 57C Name that another company has been directed to change 58 Public limited companies 59 Private limited companies 60 Exemption from requirement as to use of “limited” 61 Continuation of existing exemption: companies limited by shares 62 Continuation of existing exemption: companies limited by guarantee 63 Exempt company: restriction on amendment of articles 64 Power to direct change of name in case of company ceasing to be entitled to exemption 65 Inappropriate use of indications of company type or legal form 66 Name not to be the same as another in the index 67 Power to direct change of name in case of similarity to existing name 68 Direction to change name: supplementary provisions 69 Objection to company's registered name 70 Company names adjudicators 71 Procedural rules 72 Decision of adjudicator to be made available to public 73 Order requiring name to be changed 74 Appeal from adjudicator's decision 75 Provision of misleading information etc 76 Misleading indication of activities 76A Power to direct change of name used for criminal purposes 76B Direction to change name wrongly registered 76C Registrar’s power to change name containing computer code 76D Registrar’s power to change name for failure to comply with direction 76E Exceptions based on national security etc 77 Change of name 78 Change of name by special resolution 79 Change of name by means provided for in company's articles 80 Change of name: registration and issue of new certificate of incorporation 81 Change of name: effect 82 Requirement to disclose company name etc 83 Civil consequences of failure to make required disclosure 84 Criminal consequences of failure to make required disclosures 85 Minor variations in form of name to be left out of account 86 Duty to ensure registered office at appropriate address 87 Change of address of registered office 88 Welsh companies 88A Duty to maintain a registered email address 88B Change of registered email address 89 Alteration of status by re-registration 90 Re-registration of private company as public 91 Requirements as to share capital 92 Requirements as to net assets 93 Recent allotment of shares for non-cash consideration 94 Application and accompanying documents 95 Statement of proposed secretary 96 Issue of certificate of incorporation on re-registration 97 Re-registration of public company as private limited company 98 Application to court to cancel resolution 99 Notice to registrar of court application or order 100 Application and accompanying documents 101 Issue of certificate of incorporation on re-registration 102 Re-registration of private limited company as unlimited 103 Application and accompanying documents 104 Issue of certificate of incorporation on re-registration 105 Re-registration of unlimited company as limited 106 Application and accompanying documents 107 Issue of certificate of incorporation on re-registration 108 Statement of capital required where company already has share capital 109 Re-registration of public company as private and unlimited 110 Application and accompanying documents 111 Issue of certificate of incorporation on re-registration 112 The members of a company 112A Alternative method of record-keeping 113 Register of members 113A Required information about members: individuals 113B Required information about members: corporate members and firms 113C Power to amend the required information 113D Duty on new members to notify required information 113E Duty on member to notify changes to required information 113F Power for company to require information from members 113G Failure to comply with section 113D, 113E or 113F 113H Basic false statement offences in connection with sections 113D to 113F 113I Aggravated false statement offences in connection with sections 113D to 113F 113J Index of members 114 Register to be kept available for inspection 115 Index of members 116 Rights to inspect and require copies 117 Register of members: response to request for inspection or copy 118 Register of members: refusal of inspection or default in providing copy 119 Register of members: offences in connection with request for or disclosure of information 120 Information as to state of register and index 120A Power to make regulations protecting material 120B Offence of failing to comply with regulations under section 120A 121 Removal of entries relating to former members 122 Share warrants 123 Single member companies 124 Company holding its own shares as treasury shares 125 Power of court to rectify register 126 Trusts not to be entered on register 127 Register to be evidence 128 Time limit for claims arising from entry in register 128ZA Transitional provision where information kept on central register 128A Introduction 128B Right to make an election 128C Effective date of election 128D Effect of election on obligations under Chapter 2 128E Duty to notify registrar of changes 128F Information as to state of central register 128H Central register to be evidence 128I Time limits for claims arising from delivery to registrar 128J Withdrawing the election 128K Power to extend option to public companies 129 Overseas branch registers 130 Notice of opening of overseas branch register 131 Keeping of overseas branch register 132 Register or duplicate to be kept available for inspection in UK 133 Transactions in shares registered in overseas branch register 134 Jurisdiction of local courts 135 Discontinuance of overseas branch register 136 Prohibition on subsidiary being a member of its holding company 137 Shares acquired before prohibition became applicable 138 Subsidiary acting as personal representative or trustee 139 Interests to be disregarded: residual interest under pension scheme or employees' share scheme 140 Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme 141 Subsidiary acting as authorised dealer in securities 142 Protection of third parties in other cases where subsidiary acting as dealer in securities 143 Application of provisions to companies not limited by shares 144 Application of provisions to nominees 145 Effect of provisions of articles as to enjoyment or exercise of members' rights 146 Traded companies: nomination of persons to enjoy information rights 147 Information rights: form in which copies to be provided 148 Termination or suspension of nomination 149 Information as to possible rights in relation to voting 150 Information rights: status of rights 151 Information rights: power to amend 152 Exercise of rights where shares held on behalf of others: exercise in different ways 153 Exercise of rights where shares held on behalf of others: members' requests 154 Companies required to have directors 155 Companies required to have at least one director who is a natural person 156 Direction requiring company to make appointment 156A Each director to be a natural person 156B Power to provide for exceptions from requirement that each director be a natural person 156C Existing director who is not a natural person 157 Minimum age for appointment as director 158 Power to provide for exceptions from minimum age requirement 159. Existing under-age directors 159A Disqualified person not to be appointed as director 160 Appointment of directors of public company to be voted on individually 161 Validity of acts of directors 161A Alternative method of record-keeping 162 Register of directors 163 Particulars of directors to be registered: individuals 164 Particulars of directors to be registered: corporate directors and firms 165 Register of directors' residential addresses 166 Particulars of directors to be registered: power to make regulations 167 Duty to notify registrar of changes 167A Right to make an election 167B Effective date of election 167C Effect of election on obligations under sections 162 to 167 167D Duty to notify registrar of changes 167E Withdrawing the election 167F Power to extend option to public companies 167G Duty to notify registrar of change in directors 167H Duty to notify registrar of changes of information 167I Notification of changes occurring before company’s incorporation 167J Required information about a director: individuals 167K Required information about a director: corporate directors and firms 167L Directors: offence of failure to notify of changes 167M Prohibition on director acting unless ID verified 167N Prohibition on acting unless directorship notified 168 Resolution to remove director 169 Director's right to protest against removal 169A Removal from office of disqualified directors 170 Scope and nature of general duties 171 Duty to act within powers 172 Duty to promote the success of the company 173 Duty to exercise independent judgment 174 Duty to exercise reasonable care, skill and diligence 175 Duty to avoid conflicts of interest 176 Duty not to accept benefits from third parties 177 Duty to declare interest in proposed transaction or arrangement 178 Civil consequences of breach of general duties 179 Cases within more than one of the general duties 180 Consent, approval or authorisation by members 181 Modification of provisions in relation to charitable companies 182 Declaration of interest in existing transaction or arrangement 183 Offence of failure to declare interest 184 Declaration made by notice in writing 185 General notice treated as sufficient declaration 186 Declaration of interest in case of company with sole director 187 Declaration of interest in existing transaction by shadow director 188 Directors' long-term service contracts: requirement of members' approval 189 Directors' long-term service contracts: civil consequences of contravention 190 Substantial property transactions: requirement of members' approval 191 Meaning of “substantial” 192 Exception for transactions with members or other group companies 193 Exception in case of company in winding up or administration 194 Exception for transactions on recognised investment exchange 195 Property transactions: civil consequences of contravention 196 Property transactions: effect of subsequent affirmation 197 Loans to directors: requirement of members' approval 198 Quasi-loans to directors: requirement of members' approval 199 Meaning of “quasi-loan” and related expressions 200 Loans or quasi-loans to persons connected with directors: requirement of members' approval 201 Credit transactions: requirement of members' approval 202 Meaning of “credit transaction” 203 Related arrangements: requirement of members' approval 204 Exception for expenditure on company business 205 Exception for expenditure on defending proceedings etc 206 Exception for expenditure in connection with regulatory action or investigation 207 Exceptions for minor and business transactions 208 Exceptions for intra-group transactions 209 Exceptions for money-lending companies 210 Other relevant transactions or arrangements 211 The value of transactions and arrangements 212 The person for whom a transaction or arrangement is entered into 213 Loans etc: civil consequences of contravention 214 Loans etc: effect of subsequent affirmation 215 Payments for loss of office 216 Amounts taken to be payments for loss of office 217 Payment by company: requirement of members' approval 218 Payment in connection with transfer of undertaking etc: requirement of members' approval 219 Payment in connection with share transfer: requirement of members' approval 220 Exception for payments in discharge of legal obligations etc 221 Exception for small payments 222 Payments made without approval: civil consequences 223 Transactions requiring members' approval: application of provisions to shadow directors 224 Approval by written resolution: accidental failure to send memorandum 225 Cases where approval is required under more than one provision 226 Requirement of consent of Charity Commission: companies that are charities 226A Key definitions 226B Remuneration payments 226C Loss of office payments 226D Sections 226B and 226C: supplementary 226E Payments made without approval: civil consequences 226F Relationship with requirements under Chapter 4 227 Directors' service contracts 228 Copy of contract or memorandum of terms to be available for inspection 229 Right of member to inspect and request copy 230 Directors' service contracts: application of provisions to shadow directors 231 Contract with sole member who is also a director 232 Provisions protecting directors from liability 233 Provision of insurance 234 Qualifying third party indemnity provision 235 Qualifying pension scheme indemnity provision 236 Qualifying indemnity provision to be disclosed in directors' report 237 Copy of qualifying indemnity provision to be available for inspection 238 Right of member to inspect and request copy 239 Ratification of acts of directors 240 Protected information 241 Protected information: restriction on use or disclosure by company 242 Protected information: restriction on ... disclosure by registrar 243 Permitted ... disclosure by the registrar 244 Disclosure under court order 245 Circumstances in which registrar may put address on the public record 246 Putting the address on the public record 247 Power to make provision for employees on cessation or transfer of business 248 Minutes of directors' meetings 249 Minutes as evidence 250 “Director” 251 “Shadow director” 252 Persons connected with a director 253 Members of a director's family 254 Director “connected with” a body corporate 255 Director “controlling” a body corporate 256 Associated bodies corporate 257 References to company's constitution 258 Power to increase financial limits 259 Transactions under foreign law 260 Derivative claims 261 Application for permission to continue derivative claim 262 Application for permission to continue claim as a derivative claim 263 Whether permission to be given 264 Application for permission to continue derivative claim brought by another member 265 Derivative proceedings 266 Requirement for leave and notice 267 Application to continue proceedings as derivative proceedings 268 Granting of leave 269 Application by member to be substituted for member pursuing derivative proceedings 270 Private company not required to have secretary 271 Public company required to have secretary 272 Direction requiring public company to appoint secretary 273 Qualifications of secretaries of public companies 274 Discharge of functions where office vacant or secretary unable to act 274A Alternative method of record-keeping 275 Duty to keep register of secretaries 276 Duty to notify registrar of changes 277 Particulars of secretaries to be registered: individuals 278 Particulars of secretaries to be registered: corporate secretaries and firms 279 Particulars of secretaries to be registered: power to make regulations 279A Right to make an election 279B Effective date of election 279C Effect of election on obligations under sections 275 and 276 279D Duty to notify registrar of changes 279E Withdrawing the election 279F Power to extend option to public companies 279G Duty to notify registrar of change in secretary or joint secretary 279H Duty to notify registrar of changes of information 279I Notification of changes occurring before company’s incorporation 279J Required information about a secretary etc: individuals 279K Required information about a secretary etc: corporate secretaries and firms 279L Firms all of whose partners are joint secretaries 279M Secretary or joint secretary: offence of failure to notify of changes 280 Acts done by person in dual capacity 281 Resolutions 282 Ordinary resolutions 283 Special resolutions 284 Votes: general rules 285 Voting by proxy 285A Voting rights on poll or written resolution 286 Votes of joint holders of shares 287 Saving for provisions of articles as to determination of entitlement to vote 288 Written resolutions of private companies 289 Eligible members 290 Circulation date 291 Circulation of written resolutions proposed by directors 292 Members' power to require circulation of written resolution 293 Circulation of written resolution proposed by members 294 Expenses of circulation 295 Application not to circulate members' statement 296 Procedure for signifying agreement to written resolution 297 Period for agreeing to written resolution 298 Sending documents relating to written resolutions by electronic means 299 Publication of written resolution on website 300 Relationship between this Chapter and provisions of company's articles 301 Resolutions at general meetings 302 Directors' power to call general meetings 303 Members' power to require directors to call general meeting 304 Directors' duty to call meetings required by members 305 Power of members to call meeting at company's expense 306 Power of court to order meeting 307 Notice required of general meeting 307A Notice required of general meeting: certain meetings of traded companies 308 Manner in which notice to be given 309 Publication of notice of meeting on website 310 Persons entitled to receive notice of meetings 311 Contents of notices of meetings 311A Traded companies: publication of information in advance of general meeting 312 Resolution requiring special notice 313 Accidental failure to give notice of resolution or meeting 314 Members' power to require circulation of statements 315 Company's duty to circulate members' statement 316 Expenses of circulating members' statement 317 Application not to circulate members' statement 318 Quorum at meetings 319 Chairman of meeting 319A Traded companies: questions at meetings 320 Declaration by chairman on a show of hands 321 Right to demand a poll 322 Voting on a poll 322A Voting on a poll: votes cast in advance 323 Representation of corporations at meetings 324 Rights to appoint proxies 324A Obligation of proxy to vote in accordance with instructions 325 Notice of meeting to contain statement of rights 326 Company-sponsored invitations to appoint proxies 327 Notice required of appointment of proxy etc 328 Chairing meetings 329 Right of proxy to demand a poll 330 Notice required of termination of proxy's authority 331 Saving for more extensive rights conferred by articles 332 Resolution passed at adjourned meeting 333 Sending documents relating to meetings etc in electronic form 333A Traded company: duty to provide electronic address for receipt of proxies etc 334 Application to class meetings 335 Application to class meetings: companies without a share capital 336 Public companies and traded companies: annual general meeting 337 Public companies and traded companies: notice of AGM 338 Public companies: members' power to require circulation of resolutions for AGMs 338A Traded companies: members' power to include other matters in business dealt with at AGM 339 Public companies: company's duty to circulate members' resolutions for AGMs 340 Public companies: expenses of circulating members' resolutions for AGM 340A Traded companies: duty to circulate members' matters for AGM 340B Traded companies: expenses of circulating members' matters to be dealt with at AGM 341 Results of poll to be made available on website 342 Members' power to require independent report on poll 343 Appointment of independent assessor 344 Independence requirement 345 Meaning of “associate” 346 Effect of appointment of a partnership 347 The independent assessor's report 348 Rights of independent assessor: right to attend meeting etc 349 Rights of independent assessor: right to information 350 Offences relating to provision of information 351 Information to be made available on website 352 Application of provisions to class meetings 353 Requirements as to website availability 354 Power to limit or extend the types of company to which provisions of this Chapter apply 355 Records of resolutions and meetings etc 356 Records as evidence of resolutions etc 357 Records of decisions by sole member 358 Inspection of records of resolutions and meetings 359 Records of resolutions and meetings of class of members 360 Computation of periods of notice etc: clear day rule 360A Electronic meetings and voting 360AA Traded companies: confirmation of receipt of electronic voting 360B Traded companies: requirements for participating in and voting at general meetings 360BA Traded companies: right to confirmation of vote after a general meeting 360C Meaning of “traded company” 361 Meaning of “quoted company” 362 Introductory 363 Political parties, organisations etc to which this Part applies 364 Meaning of “political donation” 365 Meaning of “political expenditure” 366 Authorisation required for donations or expenditure 367 Form of authorising resolution 368 Period for which resolution has effect 369 Liability of directors in case of unauthorised donation or expenditure 370 Enforcement of directors' liabilities by shareholder action 371 Enforcement of directors' liabilities by shareholder action: supplementary 372 Costs of shareholder action 373 Information for purposes of shareholder action 374 Trade unions 375 Subscription for membership of trade association 376 All-party parliamentary groups 377 Political expenditure exempted by order 378 Donations not amounting to more than £5,000 in any twelve month period 379 Minor definitions 380 Scheme of this Part 381 Companies subject to the small companies regime 382 Companies qualifying as small: general 383 Companies qualifying as small: parent companies 384 Companies excluded from the small companies regime 384A Companies qualifying as micro-entities 384B Companies excluded from being treated as micro-entities 385 Quoted and unquoted companies 386 Duty to keep accounting records 387 Duty to keep accounting records: offence 388 Where and for how long records to be kept 389 Where and for how long records to be kept: offences 390 A company's financial year 391 Accounting reference periods and accounting reference date 392 Alteration of accounting reference date 393 Accounts to give true and fair view 394 Duty to prepare individual accounts 394A Individual accounts: exemption for dormant subsidiaries 394B Companies excluded from the dormant subsidiaries exemption 394C Dormant subsidiaries exemption: parent undertaking declaration of guarantee 395 Individual accounts: applicable accounting framework 396 Companies Act individual accounts 397 IAS individual accounts 398 Option to prepare group accounts 399 Duty to prepare group accounts 400 Exemption for company included in UK group accounts of larger group 401 Exemption for company included in non-UK group accounts of larger group 402 Exemption if no subsidiary undertakings need be included in the consolidation 403 Group accounts: applicable accounting framework 404 Companies Act group accounts 405 Companies Act group accounts: subsidiary undertakings included in the consolidation 406 IAS group accounts 407 Consistency of financial reporting within group 408 Individual profit and loss account where group accounts prepared 409 Information about related undertakings 410 Information about related undertakings: alternative compliance 410A Information about off-balance sheet arrangements 411 Information about employee numbers and costs 412 Information about directors' benefits: remuneration 413 Information about directors' benefits: advances, credit and guarantees 414 Approval and signing of accounts 414A Duty to prepare strategic report 414B Strategic report: small companies exemption 414C Contents of strategic report 414CZA Section 172(1) statement 414CA Non-financial and sustainability information statement 414CB Contents of non-financial and sustainability information statement 414D Approval and signing of strategic report 415 Duty to prepare directors' report 415A Directors' report: small companies exemption 416 Contents of directors' report: general 417 Contents of directors' report: business review 418 Contents of directors' report: statement as to disclosure to auditors 419 Approval and signing of directors' report 419A Approval and signing of separate corporate governance statement 420 Duty to prepare directors' remuneration report 421 Contents of directors' remuneration report 422 Approval and signing of directors' remuneration report 422A Revisions to directors' remuneration policy 423 Duty to circulate copies of annual accounts and reports 424 Time allowed for sending out copies of accounts and reports 425 Default in sending out copies of accounts and reports: offences 426 Option to provide strategic report with supplementary material 426A Supplementary material 426B Section 172(1) statement to be made available on website 427 Form and contents of summary financial statement: unquoted companies 428 Form and contents of summary financial statement: quoted companies 429 Summary financial statements: offences 430 Quoted companies ...: annual accounts and reports to be made available on website 431 Right of member or debenture holder to copies of accounts and reports: unquoted companies 432 Right of member or debenture holder to copies of accounts and reports: quoted companies 433 Name of signatory to be stated in published copies of accounts and reports 434 Requirements in connection with publication of statutory accounts 435 Requirements in connection with publication of non-statutory accounts 436 Meaning of “publication” in relation to accounts and reports 437 Public companies: laying of accounts and reports before general meeting 438 Public companies: offence of failure to lay accounts and reports 439 Quoted companies ...: members' approval of directors' remuneration report 439A Quoted companies ...: members' approval of directors' remuneration policy 440 Quoted companies ...: offences in connection with procedure for approval 441 Duty to file accounts and reports with the registrar 442 Period allowed for filing accounts 443 Calculation of period allowed 443A Filing obligations of micro-entities 444 Filing obligations of companies subject to small companies regime Filing obligations of small companies other than micro-entities 444A Filing obligations of companies entitled to small companies exemption in relation to directors' report 445 Filing obligations of medium-sized companies 446 Filing obligations of unquoted companies 447 Filing obligations of quoted companies 448 Unlimited companies exempt from obligation to file accounts 448A Dormant subsidiaries exempt from obligation to file accounts 448B Companies excluded from the dormant subsidiaries exemption 448C Dormant subsidiaries filing exemption: parent undertaking declaration of guarantee 449 Special auditor's report where abbreviated accounts delivered 450 Approval and signing of abbreviated accounts 451 Default in filing accounts and reports: offences 452 Default in filing accounts and reports: court order 453 Civil penalty for failure to file accounts and reports 454 Voluntary revision of accounts etc 455 Secretary of State's notice in respect of accounts or reports 456 Application to court in respect of defective accounts or reports 457 Other persons authorised to apply to the court 458 Disclosure of information by tax authorities 459 Power of authorised person to require documents, information and explanations 460 Restrictions on disclosure of information obtained under compulsory powers 461 Permitted disclosure of information obtained under compulsory powers 462 Power to amend categories of permitted disclosure 463 Liability for false or misleading statements in reports and statements 464 Accounting standards 465 Companies qualifying as medium-sized: general 466 Companies qualifying as medium-sized: parent companies 467 Companies excluded from being treated as medium-sized 468 General power to make further provision about accounts and reports 468A Use or disclosure of profit and loss accounts for certain companies 469 Preparation and filing of accounts in euros 470 Power to apply provisions to banking partnerships 471 Meaning of “annual accounts” and related expressions 472 Notes to the accounts 472A Meaning of “corporate governance statement” etc 473 Parliamentary procedure for certain regulations under this Part 474 Minor definitions 475 Requirement for audited accounts 476 Right of members to require audit 477 Small companies: conditions for exemption from audit 478 Companies excluded from small companies exemption 479 Availability of small companies exemption in case of group company 479A Subsidiary companies: conditions for exemption from audit 479B Companies excluded from the subsidiary companies audit exemption 479C Subsidiary companies audit exemption: parent undertaking declaration of guarantee 480 Dormant companies: conditions for exemption from audit 481 Companies excluded from dormant companies exemption 482 Non-profit-making companies subject to public sector audit 483 Scottish public sector companies: audit by Auditor General for Scotland 484 General power of amendment by regulations 485 Appointment of auditors of private company: general 485A Appointment of auditors of private company: additional requirements for public interest entities with audit committees 485B Appointment of auditors of private company: additional requirements for public interest entities without audit committees 485C Restriction on appointment of auditor of private company which is a public interest entity 486 Appointment of auditors of private company: default power of Secretary of State 486A Defective appointments: default power of Secretary of State 487 Term of office of auditors of private company 487A Maximum engagement period: transitional arrangements 488 Prevention by members of deemed re-appointment of auditor 489 Appointment of auditors of public company: general 489A Appointment of auditors of public company: additional requirements for public interest entities with audit committees 489B Appointment of auditors of public company: additional requirements for public interest entities without audit committees 489C Restriction on appointment of auditor of public company which is a public interest entity 490 Appointment of auditors of public company: default power of Secretary of State 490A Defective appointments: default power of Secretary of State 491 Term of office of auditors of public company 491A Maximum engagement period: transitional arrangements 492 Fixing of auditor's remuneration 493 Disclosure of terms of audit appointment 494 Disclosure of services provided by auditor or associates and related remuneration 494ZA The maximum engagement period 494A Interpretation 495 Auditor's report on company's annual accounts 496 Auditor's report on strategic report and on directors' report 497 Auditor's report on auditable part of directors' remuneration report 497A Auditor's report on separate corporate governance statement 498 Duties of auditor 498A Auditor's duties in relation to separate corporate governance statement 499 Auditor's general right to information 500 Auditor's right to information from overseas subsidiaries 501 Auditor's rights to information: offences 502 Auditor's rights in relation to resolutions and meetings 503 Signature of auditor's report 504 Senior statutory auditor 505 Names to be stated in published copies of auditor's report 506 Circumstances in which names may be omitted 507 Offences in connection with auditor's report 508 Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland 509 Guidance for regulatory authorities: Scotland 510 Resolution removing auditor from office 511 Special notice required for resolution removing auditor from office 511A Public interest companies: application to court to remove auditor from office 512 Notice to registrar of resolution removing auditor from office 513 Rights of auditor who has been removed from office 514 Failure to re-appoint auditor: special procedure required for written resolution 515 Failure to re-appoint auditor: special notice required for resolution at general meeting 516 Resignation of auditor 517 Notice to registrar of resignation of auditor 518 Rights of resigning auditor 519 Statement by auditor to be sent to company 519A Meaning of “public interest company”, “non-public interest company” and “exempt reasons” 520 Company's duties in relation to statement 521 Copy of statement to be sent to registrar 522 Duty of auditor to send statement to appropriate audit authority 523 Duty of company to notify appropriate audit authority 524 Provision of information to accounting authorities 525 Meaning of “appropriate audit authority” ... 526 Effect of casual vacancies 527 Members' power to require website publication of audit concerns 528 Requirements as to website availability 529 Website publication: company's supplementary duties 530 Website publication: offences 531 Meaning of “quoted company” 532 Voidness of provisions protecting auditors from liability 533 Indemnity for costs of successfully defending proceedings 534 Liability limitation agreements 535 Terms of liability limitation agreement 536 Authorisation of agreement by members of the company 537 Effect of liability limitation agreement 538 Disclosure of agreement by company 538A Meaning of “corporate governance statement” etc 539 Minor definitions 540 Shares 541 Nature of shares 542 Nominal value of shares 543 Numbering of shares 544 Transferability of shares 545 Companies having a share capital 546 Issued and allotted share capital 547 Called-up share capital 548 Equity share capital 549 Exercise by directors of power to allot shares etc 550 Power of directors to allot shares etc: private company with only one class of shares 551 Power of directors to allot shares etc: authorisation by company 552 General prohibition of commissions, discounts and allowances 553 Permitted commission 554 Registration of allotment 555 Return of allotment by limited company 556 Return of allotment by unlimited company allotting new class of shares 557 Offence of failure to make return 558 When shares are allotted 559 Provisions about allotment not applicable to shares taken on formation 560 Meaning of “equity securities” and related expressions 561 Existing shareholders' right of pre-emption 562 Communication of pre-emption offers to shareholders 563 Liability of company and officers in case of contravention 564 Exception to pre-emption right: bonus shares 565 Exception to pre-emption right: issue for non-cash consideration 566 Exceptions to pre-emption right: employees' share schemes 566A Exception to pre-emption right: companies in financial difficulty 567 Exclusion of requirements by private companies 568 Exclusion of pre-emption right: articles conferring corresponding right 569 Disapplication of pre-emption rights: private company with only one class of shares 570 Disapplication of pre-emption rights: directors acting under general authorisation 571 Disapplication of pre-emption rights by special resolution 572 Liability for false statement in directors' statement 573 Disapplication of pre-emption rights: sale of treasury shares 574 References to holder of shares in relation to offer 575 Saving for other restrictions on offer or allotment 576 Saving for certain older pre-emption requirements 577 Provisions about pre-emption not applicable to shares taken on formation 578 Public companies: allotment where issue not fully subscribed 579 Public companies: effect of irregular allotment where issue not fully subscribed 580 Shares not to be allotted at a discount 581 Provision for different amounts to be paid on shares 582 General rule as to means of payment 583 Meaning of payment in cash 584 Public companies: shares taken by subscribers of memorandum 585 Public companies: must not accept undertaking to do work or perform services 586 Public companies: shares must be at least one-quarter paid up 587 Public companies: payment by long-term undertaking 588 Liability of subsequent holders of shares 589 Power of court to grant relief 590 Penalty for contravention of this Chapter 591 Enforceability of undertakings to do work etc 592 The appropriate rate of interest 593 Public company: valuation of non-cash consideration for shares 594 Exception to valuation requirement: arrangement with another company 595 Exception to valuation requirement: merger or division 596 Non-cash consideration for shares: requirements as to valuation and report 597 Copy of report to be delivered to registrar 598 Public company: agreement for transfer of non-cash asset in initial period 599 Agreement for transfer of non-cash asset: requirement of independent valuation 600 Agreement for transfer of non-cash asset: requirements as to valuation and report 601 Agreement for transfer of non-cash asset: requirement of approval by members 602 Copy of resolution to be delivered to registrar 603 Adaptation of provisions in relation to company re-registering as public 604 Agreement for transfer of non-cash asset: effect of contravention 605 Liability of subsequent holders of shares 606 Power of court to grant relief 607 Penalty for contravention of this Chapter 608 Enforceability of undertakings to do work etc 609 The appropriate rate of interest 610 Application of share premiums 611 Group reconstruction relief 612 Merger relief 613 Merger relief: meaning of 90% equity holding 614 Power to make further provision by regulations 615 Relief may be reflected in company's balance sheet 616 Interpretation of this Chapter 617 Alteration of share capital of limited company 618 Sub-division or consolidation of shares 619 Notice to registrar of sub-division or consolidation 620 Reconversion of stock into shares 621 Notice to registrar of reconversion of stock into shares 622 Redenomination of share capital 623 Calculation of new nominal values 624 Effect of redenomination 625 Notice to registrar of redenomination 626 Reduction of capital in connection with redenomination 627 Notice to registrar of reduction of capital in connection with redenomination 628 Redenomination reserve 629 Classes of shares 630 Variation of class rights: companies having a share capital 631 Variation of class rights: companies without a share capital 632 Variation of class rights: saving for court's powers under other provisions 633 Right to object to variation: companies having a share capital 634 Right to object to variation: companies without a share capital 635 Copy of court order to be forwarded to the registrar 636 Notice of name or other designation of class of shares 637 Notice of particulars of variation of rights attached to shares 638 Notice of new class of members 639 Notice of name or other designation of class of members 640 Notice of particulars of variation of class rights 641 Circumstances in which a company may reduce its share capital 642 Reduction of capital supported by solvency statement 643 Solvency statement 644 Registration of resolution and supporting documents 645 Application to court for order of confirmation 646 Creditors entitled to object to reduction 647 Offences in connection with list of creditors 648 Court order confirming reduction 649 Registration of order and statement of capital 650 Public company reducing capital below authorised minimum 651 Expedited procedure for re-registration as a private company 652 Liability of members following reduction of capital 653 Liability to creditor in case of omission from list of creditors 654 Treatment of reserve arising from reduction of capital 655 Shares no bar to damages against company 656 Public companies: duty of directors to call meeting on serious loss of capital 657 General power to make further provision by regulations 658 General rule against limited company acquiring its own shares 659 Exceptions to general rule 660 Treatment of shares held by nominee 661 Liability of others where nominee fails to make payment in respect of shares 662 Duty to cancel shares in public company held by or for the company 663 Notice of cancellation of shares 664 Re-registration as private company in consequence of cancellation 665 Issue of certificate of incorporation on re-registration 666 Effect of failure to re-register 667 Offence in case of failure to cancel shares or re-register 668 Application of provisions to company re-registering as public company 669 Transfer to reserve on acquisition of shares by public company or nominee 670 Public companies: general rule against lien or charge on own shares 671 Interests to be disregarded in determining whether company has beneficial interest 672 Residual interest under pension scheme or employees' share scheme 673 Employer's charges and other rights of recovery 674 Rights as personal representative or trustee 675 Meaning of “pension scheme” 676 Application of provisions to directors 677 Meaning of “financial assistance” 678 Assistance for acquisition of shares in public company 679 Assistance by public company for acquisition of shares in its private holding company 680 Prohibited financial assistance an offence 681 Unconditional exceptions 682 Conditional exceptions 683 Definitions for this Chapter 684 Power of limited company to issue redeemable shares 685 Terms and manner of redemption 686 Payment for redeemable shares 687 Financing of redemption 688 Redeemed shares treated as cancelled 689 Notice to registrar of redemption 690 Power of limited company to purchase own shares 691 Payment for purchase of own shares 692 Financing of purchase of own shares 693 Authority for purchase of own shares 693A Authority for off-market purchase for the purposes of or pursuant to an employees' share scheme 694 Authority for off-market purchase 695 Resolution authorising off-market purchase: exercise of voting rights 696 Resolution authorising off-market purchase: disclosure of details of contract 697 Variation of contract for off-market purchase 698 Resolution authorising variation: exercise of voting rights 699 Resolution authorising variation: disclosure of details of variation 700 Release of company's rights under contract for off-market purchase 701 Authority for market purchase 702 Copy of contract or memorandum to be available for inspection 703 Enforcement of right to inspect copy or memorandum 704 No assignment of company's right to purchase own shares 705 Payments apart from purchase price to be made out of distributable profits 706 Treatment of shares purchased 707 Return to registrar of purchase of own shares 708 Notice to registrar of cancellation of shares 709 Power of private limited company to redeem or purchase own shares out of capital 710 The permissible capital payment 711 Available profits 712 Determination of available profits 713 Requirements for payment out of capital 714 Directors' statement and auditor's report 715 Directors' statement: offence if no reasonable grounds for opinion 716 Payment to be approved by special resolution 717 Resolution authorising payment: exercise of voting rights 718 Resolution authorising payment: disclosure of directors' statement and auditor's report 719 Public notice of proposed payment 720 Directors' statement and auditor's report to be available for inspection 720A Reduced requirements for payment out of capital for purchase of own shares for the purposes of or pursuant to an employees' share scheme 720B Registration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees' share scheme 721 Application to court to cancel resolution 722 Notice to registrar of court application or order 723 Time when payment out of capital to be made or shares to be surrendered 724 Treasury shares 725 Treasury shares: maximum holdings 726 Treasury shares: exercise of rights 727 Treasury shares: disposal 728 Treasury shares: notice of disposal 729 Treasury shares: cancellation 730 Treasury shares: notice of cancellation 731 Treasury shares: treatment of proceeds of sale 732 Treasury shares: offences 733 The capital redemption reserve 734 Accounting consequences of payment out of capital 735 Effect of company's failure to redeem or purchase 736 Meaning of “distributable profits” 737 General power to make further provision by regulations 738 Meaning of “debenture” 739 Perpetual debentures 740 Enforcement of contract to subscribe for debentures 741 Registration of allotment of debentures 742 Debentures to bearer (Scotland) 743 Register of debenture holders 744 Register of debenture holders: right to inspect and require copy 745 Register of debenture holders: response to request for inspection or copy 746 Register of debenture holders: refusal of inspection or default in providing copy 747 Register of debenture holders: offences in connection with request for or disclosure of information 748 Time limit for claims arising from entry in register 749 Right of debenture holder to copy of deed 750 Liability of trustees of debentures 751 Liability of trustees of debentures: saving for certain older provisions 752 Power to re-issue redeemed debentures 753 Deposit of debentures to secure advances 754 Priorities where debentures secured by floating charge 755 Prohibition of public offers by private company 756 Meaning of “offer to the public” 757 Enforcement of prohibition: order restraining proposed contravention 758 Enforcement of prohibition: orders available to the court after contravention 759 Enforcement of prohibition: remedial order 760 Validity of allotment etc not affected 761 Public company: requirement as to minimum share capital 762 Procedure for obtaining certificate 763 The authorised minimum 764 Power to alter authorised minimum 765 Authorised minimum: application of initial requirement 766 Authorised minimum: application where shares denominated in different currencies etc 767 Consequences of doing business etc without a trading certificate 768 Share certificate to be evidence of title 769 Duty of company as to issue of certificates etc on allotment 770 Registration of transfer 771 Procedure on transfer being lodged 772 Transfer of shares on application of transferor 773 Execution of share transfer by personal representative 774 Evidence of grant of probate etc 775 Certification of instrument of transfer 776 Duty of company as to issue of certificates etc on transfer 777 Issue of certificates etc: cases within the Stock Transfer Act 1982 778 Issue of certificates etc: allotment or transfer to financial institution 779 Prohibition on issue of new share warrants and effect of existing share warrants 780 Duty of company as to issue of certificates on surrender of share warrant 781 Offences in connection with share warrants (Scotland) 782 Issue of certificates etc: court order to make good default 783 Scope of this Chapter 784 Power to make regulations 785 Provision enabling procedures for evidencing and transferring title 786 Provision enabling or requiring arrangements to be adopted 787 Provision enabling or requiring arrangements to be adopted: order-making powers 788 Provision that may be included in regulations 789 Duty to consult 790 Resolutions to be forwarded to registrar 790A Overview 790B Companies to which this Part applies 790C Key terms 790CA References to “confirmation” etc of information 790CB Duty to find out about persons with significant control 790D Company’s duty to give notices to persons with significant control 790DA Obtaining information from third parties 790E Company’s duty to find out about changes in PSC information 790EA Company’s duty to find out about persons ceasing to be PSCs 790EB Company’s duty to notify failure to comply with notices 790EC Company’s duty to notify of late compliance with notices 790ED Company’s duty to notify that it has given a restrictions notice 790EE Company’s duty to notify that it has withdrawn a restrictions notice 790EF Company’s duty to notify that court has ended restrictions 790F Failure by company to comply with information duties 790G Duty to notify company on becoming PSC 790H Duty to notify company of changes in PSC information 790HA Duty to notify company of ceasing to be a PSC 790I Enforcement of disclosure requirements 790IA Power to impose further duties involving nominee shareholders 790J Power to make exemptions 790K Required particulars 790L Required particulars: power to amend 790LA Duty to notify registrar of confirmed persons with significant control 790LB Option to provide ID verification information in notice of change 790LC Duty to notify registrar of unconfirmed persons with significant control 790LD Duties to notify of changes in required particulars 790LE Duty to notify of pre-incorporation changes in required particulars 790LF Duty to notify registrar when person ceases to have significant control 790LG Notification of someone not becoming person with significant control on incorporation 790LH Duty to notify registrar if company has no persons with significant control 790LI Power to create further duties to notify information 790LJ Persons with significant control: offence of failure to notify 790LK Power of court to order company to remedy defaults or delay 790LL Information as to whether information has been delivered 790LM Initial identity verification: registrable persons 790LN Initial identity verification for registrable persons: transitional cases 790LO Initial identity verification: registrable relevant legal entities 790LP Initial identity verification in respect of registrable relevant legal entities: transitional cases 790LQ Registrable persons: duty to maintain verified identity status 790LR Registrable relevant legal entities: duty to maintain registered officer whose identity is verified 790LS Registrable relevant legal entities: change of registered relevant officer 790LT Offence of failing to comply with sections 790LM to 790LR 790ZF Protection of information as to usual residential address 790ZG Power to make regulations protecting material 790ZH Offence of failing to comply with regulations under section 790ZG 791 Companies to which this Part applies 792 Shares to which this Part applies 793 Notice by company requiring information about interests in its shares 794 Notice requiring information: order imposing restrictions on shares 795 Notice requiring information: offences 796 Notice requiring information: persons exempted from obligation to comply 797 Consequences of order imposing restrictions 798 Penalty for attempted evasion of restrictions 799 Relaxation of restrictions 800 Removal of restrictions 801 Order for sale of shares 802 Application of proceeds of sale under court order 803 Power of members to require company to act 804 Duty of company to comply with requirement 805 Report to members on outcome of investigation 806 Report to members: offences 807 Right to inspect and request copy of reports 808 Register of interests disclosed 809 Register to be kept available for inspection 810 Associated index 811 Rights to inspect and require copy of entries 812 Court supervision of purpose for which rights may be exercised 813 Register of interests disclosed: refusal of inspection or default in providing copy 814 Register of interests disclosed: offences in connection with request for or disclosure of information 815 Entries not to be removed from register 816 Removal of entries from register: old entries 817 Removal of entries from register: incorrect entry relating to third party 818 Adjustment of entry relating to share acquisition agreement 819 Duty of company ceasing to be public company 820 Interest in shares: general 821 Interest in shares: right to subscribe for shares 822 Interest in shares: family interests 823 Interest in shares: corporate interests 824 Interest in shares: agreement to acquire interests in a particular company 825 Extent of obligation in case of share acquisition agreement 826 Information protected from wider disclosure 827 Reckoning of periods for fulfilling obligations 828 Power to make further provision by regulations 829 Meaning of “distribution” 830 Distributions to be made only out of profits available for the purpose 831 Net asset restriction on distributions by public companies 832 Distributions by investment companies out of accumulated revenue profits 833 Meaning of “investment company” 833A Distributions by insurance companies authorised under the Solvency 2 Directive 834 Investment company: condition as to holdings in other companies 835 Power to extend provisions relating to investment companies 836 Justification of distribution by reference to relevant accounts 837 Requirements where last annual accounts used 838 Requirements where interim accounts used 839 Requirements where initial accounts used 840 Successive distributions etc by reference to the same accounts 841 Realised losses and profits and revaluation of fixed assets 842 Determination of profit or loss in respect of asset where records incomplete 843 Realised profits and losses of long-term insurance business of certain insurance companies 844 Treatment of development costs 845 Distributions in kind: determination of amount 846 Distributions in kind: treatment of unrealised profits 847 Consequences of unlawful distribution 848 Saving for certain older provisions in articles 849 Restriction on application of unrealised profits 850 Treatment of certain older profits or losses 851 Application of rules of law restricting distributions 852 Saving for other restrictions on distributions 853 Minor definitions 853A Duty to deliver confirmation statements 853B Duties to notify a relevant event 853BA Duty to confirm lawful purpose 853C Duty to notify a change in company's principal business activities 853CA Duty to notify a change in registered office 853CB Duty to notify a change in registered email address 853D Duty to deliver statement of capital 853E Duty to notify trading status of shares 853F Duty to deliver shareholder information: non-traded companies 853G Duty to deliver shareholder information: certain traded companies 853H Duty to deliver information about exemption from Part 21A 853I Duty to deliver information about people with significant control 853J Power to amend duties to deliver certain information 853K Confirmation statements: power to make further provision by regulations 853L Failure to deliver confirmation statement 854 Duty to deliver annual returns 855 Contents of annual return: general 855A Required particulars of directors and secretaries 856 Contents of annual return: information about shares and share capital 856A Contents of annual return: information about shareholders: non-traded companies 856B Contents of annual return: information about shareholders: certain traded companies 857 Contents of annual return: power to make further provision by regulations 858 Failure to deliver annual return 859 Application of provisions to shadow directors 859A Charges created by a company 859B Charge in series of debentures 859C Charges existing on property or undertaking acquired 859D Particulars to be delivered to registrar 859E Date of creation of charge 859F Extension of period allowed for delivery 859G Personal information etc in certified copies 859H Consequence of failure to deliver charges 859I Entries on the register 859J Company holding property or undertaking as trustee 859K Registration of enforcement of security 859L Entries of satisfaction and release 859M Rectification of register 859N Replacement of instrument or debenture 859O Notification of addition to or amendment of charge 859P Companies to keep copies of instruments creating and amending charges 859Q Instruments creating charges to be available for inspection 860 Charges created by a company 861 Charges which have to be registered: supplementary 862 Charges existing on property acquired 863 Charge in series of debentures 864 Additional registration requirement for commission etc in relation to debentures 865 Endorsement of certificate on debentures 866 Charges created in, or over property in, jurisdictions outside the United Kingdom 867 Charges created in, or over property in, another United Kingdom jurisdiction 868 Northern Ireland: registration of certain charges etc. affecting land 869 Register of charges to be kept by registrar 870 The period allowed for registration 871 Registration of enforcement of security 872 Entries of satisfaction and release 873 Rectification of register of charges 874 Consequence of failure to register charges created by a company 875 Companies to keep copies of instruments creating charges 876 Company's register of charges 877 Instruments creating charges and register of charges to be available for inspection 878 Charges created by a company 879 Charges which have to be registered: supplementary 880 Duty to register charges existing on property acquired 881 Charge by way of ex facie absolute disposition, etc 882 Charge in series of debentures 883 Additional registration requirement for commission etc in relation to debentures 884 Charges on property outside United Kingdom 885 Register of charges to be kept by registrar 886 The period allowed for registration 887 Entries of satisfaction and relief 888 Rectification of register of charges 889 Charges void unless registered 890 Copies of instruments creating charges to be kept by company 891 Company's register of charges 892 Instruments creating charges and register of charges to be available for inspection 893 Power to make provision for effect of registration in special register 894 General power to make amendments to this Part 895 Application of this Part 896 Court order for holding of meeting 897 Statement to be circulated or made available 898 Duty of directors and trustees to provide information 899 Court sanction for compromise or arrangement 899A Moratorium debts, etc 900 Powers of court to facilitate reconstruction or amalgamation 901 Obligations of company with respect to articles etc 901A Application of this Part 901B Power to exclude companies providing financial services, etc 901C Court order for holding of meeting 901D Statement to be circulated or made available 901E Duty of directors and trustees to provide information 901F Court sanction for compromise or arrangement 901G Sanction for compromise or arrangement where one or more classes dissent 901H Moratorium debts, etc 901I Pension schemes 901J Powers of court to facilitate reconstruction or amalgamation 901K Obligations of company with respect to articles etc 901L Power to amend Act 902 Application of this Part 903 Relationship of this Part to Parts 26 and 26A 904 Mergers and merging companies 905 Draft terms of scheme (merger) 906 Publication of draft terms by registrar(merger) 906A Publication of draft terms on company website (merger) 907 Approval of members of merging companies 908 Directors' explanatory report (merger) 909 Expert's report (merger) 910 Supplementary accounting statement (merger) 911 Inspection of documents (merger) 911A Publication of documents on company website (merger) 911B Report on material changes of assets of merging companies 912 Approval of articles of new transferee company (merger) 913 Protection of holders of securities to which special rights attached (merger) 914 No allotment of shares to transferor company or its nominee (merger) 915 Circumstances in which certain particulars and reports not required (merger) 915A Other circumstances in which reports and inspection not required (merger) 916 Circumstances in which meeting of members of transferee company not required (merger) 917 Circumstances in which no meetings required (merger) 917A Other circumstances in which meeting of members of transferor company not required (merger) 918 Other circumstances in which meeting of members of transferee company not required (merger) 918A Agreement to dispense with reports etc (merger) 919 Divisions and companies involved in a division 920 Draft terms of scheme (division) 921 Publication of draft terms by registrar(division) 921A Publication of draft terms on company website (division) 922 Approval of members of companies involved in the division 923 Directors' explanatory report (division) 924 Expert's report (division) 925 Supplementary accounting statement (division) 926 Inspection of documents (division) 926A Publication of documents on company website (division) 927 Report on material changes of assets of transferor company (division) 928 Approval of articles of new transferee company (division) 929 Protection of holders of securities to which special rights attached (division) 930 No allotment of shares to transferor company or its nominee (division) 931 Circumstances in which meeting of members of transferor company not required (division) 931A Other circumstances in which meeting of members of transferor company not required (division) 932 Circumstances in which meeting of members of transferee company not required (division) 933 Agreement to dispense with reports etc (division) 933A Certain requirements excluded where shareholders given proportional rights (division) 934 Power of court to exclude certain requirements (division) 935 Expert's report: valuation by another person 936 Experts and valuers: independence requirement 937 Experts and valuers: meaning of “associate” 938 Power of court to summon meeting of members or creditors of existing transferee company 939 Court to fix date for transfer of undertaking etc of transferor company 940 Liability of transferee companies for each other's defaults 940A Disregard of website failures beyond control of company 941 Meaning of “liabilities” and “property” 942 The Panel 943 Rules 944 Further provisions about rules 945 Rulings 946 Directions 947 Power to require documents and information 948 Restrictions on disclosure 949 Offence of disclosure in contravention of section 948 950 Panel's duty of co-operation 951 Hearings and appeals 952 Sanctions 953 Failure to comply with rules about bid documentation 954 Compensation 955 Enforcement by the court 956 No action for breach of statutory duty etc 957 Fees and charges 958 Levy 959 Recovery of fees, charges or levy 960 Panel as party to proceedings 961 Exemption from liability in damages 962 Privilege against self-incrimination 963 Annual reports 964 Amendments to Financial Services and Markets Act 2000 965 Power to extend to Isle of Man and Channel Islands 966 Opting in and opting out 967 Further provision about opting-in and opting-out resolutions 968 Effect on contractual restrictions 969 Power of offeror to require general meeting to be called 970 Communication of decisions 971 Interpretation of this Chapter 972 Transitory provision 973 Power to extend to Isle of Man and Channel Islands 974 Meaning of “takeover offer” 975 Shares already held by the offeror etc 976 Cases where offer treated as being on same terms 977 Shares to which an offer relates 978 Effect of impossibility etc of communicating or accepting offer 979 Right of offeror to buy out minority shareholder 980 Further provision about notices given under section 979 981 Effect of notice under section 979 982 Further provision about consideration held on trust under section 981(9) 983 Right of minority shareholder to be bought out by offeror 984 Further provision about rights conferred by section 983 985 Effect of requirement under section 983 986 Applications to the court 987 Joint offers 988 Associates 989 Convertible securities 990 Debentures carrying voting rights 991 Interpretation 992 Matters to be dealt with in directors' report 993 Offence of fraudulent trading 994 Petition by company member 995 Petition by Secretary of State 996 Powers of the court under this Part 997 Application of general rule-making powers 998 Copy of order affecting company's constitution to be delivered to registrar 999 Supplementary provisions where company's constitution altered 1000 Power to strike off company not carrying on business or in operation 1001 Duty to act in case of company being wound up 1002 Supplementary provisions as to service of communication or notice 1002A Power to strike off company registered on false basis 1003 Striking off on application by company 1004 Circumstances in which application not to be made: activities of company 1005 Circumstances in which application not to be made: other proceedings not concluded 1006 Copy of application to be given to members, employees, etc 1007 Copy of application to be given to new members, employees, etc 1008 Copy of application: provisions as to service of documents 1009 Circumstances in which application to be withdrawn 1010 Withdrawal of application 1011 Meaning of “creditor” 1012 Property of dissolved company to be bona vacantia 1013 Crown disclaimer of property vesting as bona vacantia 1014 Effect of Crown disclaimer 1015 General effect of disclaimer 1016 Disclaimer of leaseholds 1017 Power of court to make vesting order 1018 Protection of persons holding under a lease 1019 Land subject to rentcharge 1020 General effect of disclaimer 1021 Power of court to make vesting order 1022 Protection of persons holding under a lease 1023 Liability for rentcharge on company's land after dissolution 1024 Application for administrative restoration to the register 1025 Requirements for administrative restoration 1026 Application to be accompanied by statement of compliance 1027 Registrar's decision on application for administrative restoration 1028 Effect of administrative restoration 1028A Administrative restoration of company with share warrants 1029 Application to court for restoration to the register 1030 When application to the court may be made 1031 Decision on application for restoration by the court 1032 Effect of court order for restoration to the register 1032A Restoration by court of company with share warrants 1033 Company's name on restoration 1034 Effect of restoration to the register where property has vested as bona vacantia 1035 Powers of Secretary of State to give directions to inspectors 1036 Resignation, removal and replacement of inspectors 1037 Power to obtain information from former inspectors etc 1038 Power to require production of documents 1039 Disqualification orders: consequential amendments 1040 Companies authorised to register under this Act 1041 Definition of “joint stock company” 1042 Power to make provision by regulations 1043 Unregistered companies 1044 Overseas companies 1045 Company contracts and execution of documents by companies 1046 Duty to register particulars 1047 Registered name of overseas company 1048 Registration under alternative name 1048A Registered addresses of an overseas company 1048B Identity verification of directors 1049 Accounts and reports: general 1050 Accounts and reports: credit or financial institutions 1051 Trading disclosures 1052 Company charges 1053 Other returns etc 1054 Offences 1055 Disclosure of individual's residential address: protection from disclosure 1056 Requirement to identify persons authorised to accept service of documents 1057 Registrar to whom returns, notices etc to be delivered 1058 Duty to give notice of ceasing to have registrable presence 1059 Application of provisions in case of relocation of branch 1059A Scheme of this Part 1060 The registrar 1061 The registrar's functions 1062 The registrar's official seal 1062A Analysis of information for the purposes of crime prevention or detection 1063 Fees payable to registrar 1064 Public notice of issue of certificate of incorporation 1065 Right to certificate of incorporation 1066 Company's registered numbers 1067 Registered numbers of UK establishments of overseas company 1067A Delivery of documents: identity verification requirements etc 1067B Disqualification from delivering documents 1068 Registrar's requirements as to form, authentication and manner of delivery 1068A Registrar’s rules requiring documents to be delivered together 1069 Power to require delivery by electronic means 1070 Agreement for delivery by electronic means 1071 Document not delivered until received 1072 Requirements for proper delivery 1073 Power to accept documents not meeting requirements for proper delivery 1073A Power to reject documents for discrepancies 1074 Documents containing unnecessary material 1075 Informal correction of document 1076 Replacement of document not meeting requirements for proper delivery 1077 Public notice of receipt of certain documents 1078 Enhanced disclosure documents 1079 Effect of failure to give public notice 1079A Provision of information for publication on European e-Justice portal 1079B Duty to notify directors 1080 The register 1081 Annotation of the register 1081A Registrar’s objectives to promote integrity of registers etc 1082 Allocation of unique identifiers 1083 Preservation of original documents 1084 Records relating to companies that have been dissolved etc 1084A Recording of optional information on register 1085 Inspection of the register 1086 Right to copy of material on the register 1087 Material not available for public inspection 1087ZA Required particulars available for public inspection for limited period 1087A Protection of date of birth information 1087B Protection of date of birth information in old documents 1087C Disclosure of date of birth information 1088 Power to make regulations protecting material 1089 Form of application for inspection or copy 1090 Form and manner in which copies to be provided 1091 Certification of copies as accurate 1092 Issue of process for production of records kept by the registrar 1092A Power to require information 1092B Offence relating to provision of information 1092C Privilege against self-incrimination 1093 Registrar's notice to resolve inconsistency ... 1094 Removal of material from the register 1094A Further provision about removal of material from the register 1094AB Power of court to make consequential orders following removal 1095 Rectification of register on application to registrar 1095A Rectification of register to resolve a discrepancy 1096 Rectification of the register under court order 1097 Powers of court on ordering removal of material from the register 1097A Rectification of register relating to company registered office 1097B Rectification of register: service addresses 1097C Rectification of register: principal office addresses 1098 Public notice of removal of certain material from the register 1098A Meaning of “authorised corporate service provider” 1098B Application to become authorised corporate service provider 1098C The required information about an applicant 1098D Delivery of applications under section 1098B on behalf of a firm 1098E Updating duties of authorised corporate service providers 1098F Ceasing to be an authorised corporate service provider 1098G Power to impose duties to provide information 1098H Power to enable authorisation of foreign corporate service providers 1099 The registrar's index of company names 1100 Right to inspect index 1101 Power to amend enactments relating to bodies other than companies 1102 Application of language requirements 1103 Documents to be drawn up and delivered in English 1104 Documents relating to Welsh companies 1105 Documents that may be drawn up and delivered in other languages 1106 Voluntary filing of translations 1107 Certified translations 1108 Transliteration of names and addresses: permitted characters 1109 Transliteration of names and addresses: voluntary transliteration into Roman characters 1110 Transliteration of names and addresses: certification 1110A Meaning of “identity is verified” 1110B Verification requirements 1110C Identity verification: exemption on national security grounds etc 1110D Power to require businesses to report discrepancies 1110E Disclosure to the registrar 1110F Disclosure by the registrar 1110G Disclosure: supplementary 1111 Registrar's requirements as to certification or verification 1112 False statements: basic offence 1112A False statements: aggravated offence 1112B False statements offences: national security etc defence 1113 Enforcement of company's filing obligations 1114 Application of provisions about documents and delivery 1115 Supplementary provisions relating to electronic communications 1116 Alternative to publication in the Gazette 1117 Registrar's rules 1118 Payments into the Consolidated Fund 1119 Contracting out of registrar's functions 1120 Application of this Part to overseas companies 1121 Liability of officer in default 1122 Liability of company as officer in default 1123 Application to bodies other than companies 1124 Amendments of the Companies Act 1985 1125 Meaning of “daily default fine” 1126 Consents required for certain prosecutions 1127 Summary proceedings: venue 1128 Summary proceedings: time limit for proceedings 1129 Legal professional privilege 1130 Proceedings against unincorporated bodies 1131 Imprisonment on summary conviction in England and Wales: transitory provision 1132 Production and inspection of documents where offence suspected 1132A Power to make provision for financial penalties 1133 Transitional provision 1134 Meaning of “company records” 1135 Form of company records 1136 Regulations about where certain company records to be kept available for inspection 1137 Regulations about inspection of records and provision of copies 1138 Duty to take precautions against falsification 1139 Service of documents on company 1140 Service of documents on directors, secretaries and others 1141 Service addresses 1142 Requirement to give service address 1143 The company communications provisions 1144 Sending or supplying documents or information 1145 Right to hard copy version 1146 Requirement of authentication 1147 Deemed delivery of documents and information 1148 Interpretation of company communications provisions 1149 Application of valuation requirements 1150 Valuation by qualified independent person 1151 The independence requirement 1152 Meaning of “associate” 1153 Valuer entitled to full disclosure 1154 Duty to notify registrar of certain appointments etc 1155 Offence of failure to give notice 1156 Meaning of “the court” 1157 Power of court to grant relief in certain cases 1158 Meaning of “UK-registered company” 1159 Meaning of “subsidiary” etc 1160 Meaning of “subsidiary” etc: power to amend 1161 Meaning of “undertaking” and related expressions 1162 Parent and subsidiary undertakings 1163 “Non-cash asset” 1164 Meaning of “banking company” and “banking group” 1165 Meaning of “insurance company” and related expressions 1166 “Employees' share scheme” 1167 Meaning of “prescribed” 1168 Hard copy and electronic form and related expressions 1169 Dormant companies 1170 Meaning of “EEA State” and related expressions 1170A Receiver or manager and certain related references 1170B Meaning of “contributory” 1171 The former Companies Acts 1172 References to requirements of this Act 1173 Minor definitions: general 1174 Index of defined expressions 1175 Removal of special provisions about accounts and audit of charitable companies 1176 Power of Secretary of State to bring civil proceedings on company's behalf 1177 Repeal of certain provisions about company directors 1178 Repeal of requirement that certain companies publish periodical statement 1179 Repeal of requirement that Secretary of State prepare annual report 1180 Repeal of certain provisions about company charges 1181 Access to constitutional documents of RTE and RTM companies 1182 Persons subject to foreign restrictions 1183 Meaning of “the court” and “UK company” 1184 Disqualification of persons subject to foreign restrictions 1185 Disqualification regulations: supplementary 1186 Offence of breach of disqualification 1187 Personal liability for debts of company 1188 Statements from persons subject to foreign restrictions 1189 Statements from persons disqualified 1190 Statements: whether to be made public 1191 Offences 1192 Application of this Chapter 1193 Name suggesting connection with government or public authority 1194 Other sensitive words or expressions 1195 Requirement to seek comments of government department or other relevant body 1196 Withdrawal of Secretary of State's approval 1196A Names suggesting connection with foreign governments etc 1197 Name containing inappropriate indication of company type or legal form 1198 Name giving misleading indication of activities 1198A Name that a company has been required to change 1198B Name that another company has been required to change 1199 Savings for existing lawful business names 1199A Exceptions based on national security etc 1200 Application of this Chapter 1201 Information required to be disclosed 1202 Disclosure required: business documents etc 1203 Exemption for large partnerships if certain conditions met 1204 Disclosure required: business premises 1205 Criminal consequences of failure to make required disclosure 1206 Civil consequences of failure to make required disclosure 1207 Application of general provisions about offences 1208 Interpretation 1209 Main purposes of Part 1210 Meaning of “statutory auditor” etc 1211 Eligibility for appointment as a statutory auditor: overview 1212 Individuals and firms: eligibility for appointment as a statutory auditor 1213 Effect of ineligibility 1214 Independence requirement 1215 Effect of lack of independence 1216 Effect of appointment of a partnership 1217 Supervisory bodies 1218 Exemption from liability for damages 1219 Appropriate qualifications 1220 Qualifying bodies and recognised professional qualifications 1221 Approval of third country qualifications 1222 Eligibility of individuals retaining only 1967 Act authorisation 1223 Matters to be notified to the Secretary of State 1223ZA Matters to be notified to the competent authority 1223A Notification of matters relevant to approved third country competent authorities 1224 The Secretary of State's power to call for information 1224ZA The competent authority’s power to call for information 1224A Restrictions on disclosure 1224B Offence of disclosure in contravention of section 1224A 1225 Enforcement: general 1225A Directions: general 1225B Directions: supplementary 1225C Compliance orders 1225D Financial penalties: general 1225E Financial penalties: supplementary 1225F Appeals against financial penalties 1225G Recovery of financial penalties 1226 Auditors General: eligibility for appointment as a statutory auditor 1227 Individuals responsible for audit work on behalf of Auditors General 1228 Appointment of the Independent Supervisor 1229 Supervision of Auditors General by the Independent Supervisor 1230 Duties of Auditors General in relation to supervision arrangements 1231 Reports by the Independent Supervisor 1232 Matters to be notified to the Independent Supervisor 1233 The Independent Supervisor's power to call for information 1234 Suspension notices 1235 Effect of suspension notices 1236 Compliance orders 1237 Proceedings involving the Independent Supervisor 1238 Grants to the Independent Supervisor 1239 The register of auditors 1240 Information to be made available to public 1240A Power to approve third countries as equivalent or transitional third countries 1240B Power to approve third country competent authorities 1241 Meaning of “registered third country auditor” and “UK-traded third country company” 1242 Duties of registered third country auditors 1243 Matters to be notified to the Secretary of State 1244 The Secretary of State's power to call for information 1245 Compliance orders 1246 Removal of third country auditors from the register of auditors 1247 Grants to bodies concerned with arrangements under Schedule 12 1248 Secretary of State's power to require second audit of a company 1249 Supplementary provision about second audits 1250 Misleading, false and deceptive statements 1251 Fees 1251A Duty of the Secretary of State to report on inspections 1252 Delegation of the Secretary of State's functions 1253 Delegation of functions to an existing body 1253A Requests to foreign competent authorities 1253B Requests from approved third country competent authorities 1253C Notification to approved third country competent authorities... 1253D Restriction on transfer of audit working papers to third countries 1253DA Transfer by Secretary of State 1253DB Transfer by statutory auditor with approval of Secretary of State 1253DC Transfer by statutory auditor for purposes of investigation of auditor 1253DD Agreement of third country competent authority 1253DE Transfer by means of inspection 1253E Working arrangements for transfer of papers 1253F Publication of working arrangements 1254 Directions to comply with international obligations 1255 Offences by bodies corporate, partnerships and unincorporated associations 1256 Time limits for prosecution of offences 1257 Jurisdiction and procedure in respect of offences 1258 Service of notices 1259 Documents in electronic form 1260 Meaning of “associate” 1261 Minor definitions 1262 Index of defined expressions 1263 Power to make provision in consequence of changes affecting accountancy bodies 1264 Consequential amendments 1265 The transparency obligations directive 1266 Transparency rules 1267 Competent authority's power to call for information 1268 Powers exercisable in case of infringement of transparency obligation 1269 Corporate governance rules 1270 Liability for false or misleading statements in certain publications 1271 Exercise of powers where UK is host member State 1272 Transparency obligations and related matters: minor and consequential amendments 1273 Corporate governance regulations 1274 Grants to bodies concerned with actuarial standards etc 1275 Levy to pay expenses of bodies concerned with actuarial standards etc 1276 Application of provisions to Scotland and Northern Ireland 1277 Power to require information about exercise of voting rights 1278 Institutions to which information provisions apply 1279 Shares to which information provisions apply 1280 Obligations with respect to provision of information 1281 Disclosure of information under the Enterprise Act 2002 1282 Payment of expenses of winding up 1283 Amendment of memorandum or articles of commonhold association 1284 Extension of Companies Acts to Northern Ireland 1285 Extension of GB enactments relating to UK Societas 1286 Extension of GB enactments relating to certain other forms of business organisation 1287 Extension of enactments relating to business names 1288 Regulations and orders: statutory instrument 1289 Regulations and orders: negative resolution procedure 1290 Regulations and orders: affirmative resolution procedure 1291 Regulations and orders: approval after being made 1292 Regulations and orders: supplementary 1292A “Bank of England” 1293 Meaning of “enactment” 1294 Power to make consequential amendments etc 1295 Repeals 1296 Power to make transitional provision and savings 1297 Continuity of the law 1298 Short title 1299 Extent 1300 Commencement SCHEDULE 1 Connected persons: references to an interest in shares or debentures SCHEDULE 1A References to people with significant control over a company SCHEDULE 1B Enforcement of disclosure requirements SCHEDULE 1C Rules of the Takeover Panel: general principles and other provision SCHEDULE 2 Specified persons, descriptions of disclosures etc for the purposes of section 948 SCHEDULE 3 Amendments of remaining provisions of the Companies Act 1985 relating to offences SCHEDULE 4 Documents and information sent or supplied to a company SCHEDULE 5 Communications by a company SCHEDULE 6 Meaning of “subsidiary” etc: supplementary provisions SCHEDULE 7 Parent and subsidiary undertakings: supplementary provisions SCHEDULE 8 Index of defined expressions SCHEDULE 10 Recognised supervisory bodies SCHEDULE 11 Recognised professional qualifications SCHEDULE 11A Specified persons, descriptions, disclosures etc for the purposes of section 1224A SCHEDULE 12 Arrangements in which registered third country auditors are required to participate SCHEDULE 13 Supplementary provisions with respect to delegation order SCHEDULE 14 Statutory auditors: consequential amendments SCHEDULE 15 Transparency obligations and related matters: minor and consequential amendments SCHEDULE 16 Repeals
What to do with it
As published
923 Directors' explanatory report (division)
(1) The directors of the transferor and each existing transferee company must draw up and adopt a report.
(2) The report must consist of—
(a) the required statement explaining the effect of the compromise or arrangement, and
(b) insofar as that statement does not deal with the following matters, a further statement—
(i) setting out the legal and economic grounds for the draft terms, and in particular for the share exchange ratio and for the criteria on which the allocation to the members of the transferor company of shares in the transferee companies was based, and
(ii) specifying any special valuation difficulties.
(2A) In subsection (2) “the required statement explaining the effect of the compromise or arrangement” means—
(a) in a case where a meeting is summoned under section 896 in relation to the compromise or arrangement, the statement required by section 897;
(b) in a case where a meeting is summoned under section 901C in relation to the compromise or arrangement, the statement required by section 901D.
(3) The report must also state—
(a) whether a report has been made to any transferee company under section 593 (valuation of non-cash consideration for shares), and
(b) if so, whether that report has been delivered to the registrar of companies.
(4) The requirement in this section is subject to section 933 (agreement to dispense with reports etc) and section 933A (certain requirements excluded where shareholders given proportional rights).
Your wording
Your change, as a redline
923 Directors' explanatory report (division)
(1) The directors of the transferor and each existing transferee company must draw up and adopt a report.
(2) The report must consist of—
(a) the required statement explaining the effect of the compromise or arrangement, and
(b) insofar as that statement does not deal with the following matters, a further statement—
(i) setting out the legal and economic grounds for the draft terms, and in particular for the share exchange ratio and for the criteria on which the allocation to the members of the transferor company of shares in the transferee companies was based, and
(ii) specifying any special valuation difficulties.
(2A) In subsection (2) “the required statement explaining the effect of the compromise or arrangement” means—
(a) in a case where a meeting is summoned under section 896 in relation to the compromise or arrangement, the statement required by section 897;
(b) in a case where a meeting is summoned under section 901C in relation to the compromise or arrangement, the statement required by section 901D.
(3) The report must also state—
(a) whether a report has been made to any transferee company under section 593 (valuation of non-cash consideration for shares), and
(b) if so, whether that report has been delivered to the registrar of companies.
(4) The requirement in this section is subject to section 933 (agreement to dispense with reports etc) and section 933A (certain requirements excluded where shareholders given proportional rights).
A proposal here is not law. Support on Solon is evidence that people want the change; the official route says what it takes to make it law.