(1) For the purposes of this Chapter debentures issued by a company to which subsection (2) applies are treated as shares in the company if they carry voting rights.
(2) This subsection applies to a company that has voting shares, or debentures carrying voting rights, which are admitted to trading on a regulated market.
(3) In this Chapter, in relation to debentures treated as shares by virtue of subsection (1)—
(a) references to the holder of shares or a shareholder are to be read accordingly;
(b) references to shares being allotted are to be read as references to debentures being issued.
(1) In this Chapter—
“the company” means the company whose shares are the subject of a takeover offer;
“date of the offer” means—
where the offer is published, the date of publication;
where the offer is not published, or where any notices of the offer are given before the date of publication, the date when notices of the offer (or the first such notices) are given;
and references to the date of the offer are to be read in accordance with section 974(7) (revision of offer terms) where that applies;
“non-voting shares” means shares that are not voting shares;
“offeror” means (subject to section 987) the person making a takeover offer;
“voting rights” means rights to vote at general meetings of the company, including rights that arise only in certain circumstances;
“voting shares” means shares carrying voting rights.
(2) For the purposes of this Chapter a person contracts unconditionally to acquire shares if his entitlement under the contract to acquire them is not (or is no longer) subject to conditions or if all conditions to which it was subject have been met.
A reference to a contract becoming unconditional is to be read accordingly.
(1) Part 7 of the Companies Act 1985 (c. 6) (accounts and audit) is amended as follows.
(2) In Schedule 7 (matters to be dealt with in directors' report), after Part 6 insert—
Part 7 Disclosure required by certain publicly-traded companies
13 (1) This Part of this Schedule applies to the directors' report for a financial year if the company had securities carrying voting rights admitted to trading on a regulated market at the end of that year.
(2) The report shall contain detailed information, by reference to the end of that year, on the following matters—
(a) the structure of the company's capital, including in particular—
(i) the rights and obligations attaching to the shares or, as the case may be, to each class of shares in the company, and
(ii) where there are two or more such classes, the percentage of the total share capital represented by each class;
(b) any restrictions on the transfer of securities in the company, including in particular—
(i) limitations on the holding of securities, and
(ii) requirements to obtain the approval of the company, or of other holders of securities in the company, for a transfer of securities;
(c) in the case of each person with a significant direct or indirect holding of securities in the company, such details as are known to the company of—
(i) the identity of the person,
(ii) the size of the holding, and
(iii) the nature of the holding;
(d) in the case of each person who holds securities carrying special rights with regard to control of the company—
(i) the identity of the person, and
(ii) the nature of the rights;
(e) where—
(i) the company has an employees' share scheme, and
(ii) shares to which the scheme relates have rights with regard to control of the company that are not exercisable directly by the employees,
how those rights are exercisable;
(f) any restrictions on voting rights, including in particular—
(i) limitations on voting rights of holders of a given percentage or number of votes,
(ii) deadlines for exercising voting rights, and
(iii) arrangements by which, with the company's co-operation, financial rights carried by securities are held by a person other than the holder of the securities;
(g) any agreements between holders of securities that are known to the company and may result in restrictions on the transfer of securities or on voting rights;
(h) any rules that the company has about—
(i) appointment and replacement of directors, or
(ii) amendment of the company's articles of association;
(i) the powers of the company's directors, including in particular any powers in relation to the issuing or buying back by the company of its shares;
(j) any significant agreements to which the company is a party that take effect, alter or terminate upon a change of control of the company following a takeover bid, and the effects of any such agreements;
(k) any agreements between the company and its directors or employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occurs because of a takeover bid.
(3) For the purposes of sub-paragraph (2)(a) a company's capital includes any securities in the company that are not admitted to trading on a regulated market.
(4) For the purposes of sub-paragraph (2)(c) a person has an indirect holding of securities if—
(a) they are held on his behalf, or
(b) he is able to secure that rights carried by the securities are exercised in accordance with his wishes.
(5) Sub-paragraph (2)(j) does not apply to an agreement if—
(a) disclosure of the agreement would be seriously prejudicial to the company, and
(b) the company is not under any other obligation to disclose it.
(6) In this paragraph—
“securities” means shares or debentures;
“takeover bid” has the same meaning as in the Takeovers Directive;
“the Takeovers Directive” means Directive 2004/25/EC of the European Parliament and of the Council;
“voting rights” means rights to vote at general meetings of the company in question, including rights that arise only in certain circumstances.
.
(3) In section 234ZZA (requirements of directors' reports), at the end of subsection (4) (contents of Schedule 7) insert— “ Part 7 specifies information to be disclosed by certain publicly-traded companies. ”.
(4) After that subsection insert—
(5) A directors' report shall also contain any necessary explanatory material with regard to information that is required to be included in the report by Part 7 of Schedule 7.
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(5) In section 251 (summary financial statements), after subsection (2ZA) insert—
(2ZB) A company that sends to an entitled person a summary financial statement instead of a copy of its directors' report shall—
(a) include in the statement the explanatory material required to be included in the directors' report by section 234ZZA(5), or
(b) send that material to the entitled person at the same time as it sends the statement.
For the purposes of paragraph (b), subsections (2A) to (2E) apply in relation to the material referred to in that paragraph as they apply in relation to a summary financial statement.
.
(6) The amendments made by this section apply in relation to directors' reports for financial years beginning on or after 20th May 2006.
(1) If any business of a company is carried on with intent to defraud creditors of the company or creditors of any other person, or for any fraudulent purpose, every person who is knowingly a party to the carrying on of the business in that manner commits an offence.
(2) This applies whether or not the company has been, or is in the course of being, wound up.
(3) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding ten years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, to imprisonment for a term not exceeding twelve months or a fine not exceeding the statutory maximum (or both);
(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months or a fine not exceeding the statutory maximum (or both).
(1) A member of a company may apply to the court by petition for an order under this Part on the ground—
(a) that the company's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members (including at least himself), or
(b) that an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial.
(1A) For the purposes of subsection (1)(a), a removal of the company's auditor from office—
(a) on grounds of divergence of opinions on accounting treatments or audit procedures, or
(b) on any other improper grounds,
shall be treated as being unfairly prejudicial to the interests of some part of the company's members.
(2) The provisions of this Part apply to a person who is not a member of a company but to whom shares in the company have been transferred or transmitted by operation of law as they apply to a member of a company.
(3) In this section, and so far as applicable for the purposes of this section in the other provisions of this Part, “company” means—
(a) a company within the meaning of this Act, or
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1) This section applies to a company in respect of which—
(a) the Secretary of State has received a report under section 437 of the Companies Act 1985 (c. 6) (inspector's report);
(b) the Secretary of State has exercised his powers under section 447 or 448 of that Act (powers to require documents and information or to enter and search premises);
(c) the Secretary of State , the Financial Conduct Authority, the Prudential Regulation Authority or the Bank of England has exercised his or its powers under Part 11 of the Financial Services and Markets Act 2000 (c. 8) (information gathering and investigations); or
(d) the Secretary of State has received a report from an investigator appointed by him , the Financial Conduct Authority, the Prudential Regulation Authority or the Bank of England under that Part.
(2) If it appears to the Secretary of State that in the case of such a company—
(a) the company's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members, or
(b) an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial,
he may apply to the court by petition for an order under this Part.
(3) The Secretary of State may do this in addition to, or instead of, presenting a petition for the winding up of the company.
(4) In this section, and so far as applicable for the purposes of this section in the other provisions of this Part, “company” means any body corporate that is liable to be wound up under the Insolvency Act 1986 (c. 45) or the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).
(1) If the court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of.
(2) Without prejudice to the generality of subsection (1), the court's order may—
(a) regulate the conduct of the company's affairs in the future;
(b) require the company—
(i) to refrain from doing or continuing an act complained of, or
(ii) to do an act that the petitioner has complained it has omitted to do;
(c) authorise civil proceedings to be brought in the name and on behalf of the company by such person or persons and on such terms as the court may direct;
(d) require the company not to make any, or any specified, alterations in its articles without the leave of the court;
(e) provide for the purchase of the shares of any members of the company by other members or by the company itself and, in the case of a purchase by the company itself, the reduction of the company's capital accordingly.
The power to make rules under section 411 of the Insolvency Act 1986 (c. 45) or Article 359 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), so far as relating to a winding-up petition, applies for the purposes of a petition under this Part.
998 Copy of order affecting company's constitution to be delivered to registrar
(1) Where an order of the court under this Part—
(a) alters the company's constitution, or
(b) gives leave for the company to make any, or any specified, alterations to its constitution,
the company must deliver a copy of the order to the registrar.
(2) It must do so within 14 days from the making of the order or such longer period as the court may allow.
(3) If a company makes default in complying with this section, an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
999 Supplementary provisions where company's constitution altered
(1) This section applies where an order under this Part alters a company's constitution.
(2) If the order amends—
(a) a company's articles, or
(b) any resolution or agreement to which Chapter 3 of Part 3 applies (resolution or agreement affecting a company's constitution),
the copy of the order delivered to the registrar by the company under section 998 must be accompanied by a copy of the company's articles, or the resolution or agreement in question, as amended.
(3) Every copy of a company's articles issued by the company after the order is made must be accompanied by a copy of the order, unless the effect of the order has been incorporated into the articles by amendment.
(4) If a company makes default in complying with this section an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
1000 Power to strike off company not carrying on business or in operation
(1) If the registrar has reasonable cause to believe that a company is not carrying on business or in operation, the registrar may send to the company a communication inquiring whether the company is carrying on business or in operation.
(2) If the registrar does not within 14 days of sending the communication receive any answer to it, the registrar must within 14 days after the expiration of that period send to the company a second communication referring to the first communication, and stating—
(a) that no answer to it has been received, and
(b) that if an answer is not received to the second communication within 14 days from its date, a notice will be published in the Gazette with a view to striking the company's name off the register.
(3) If the registrar—
(a) receives an answer to the effect that the company is not carrying on business or in operation, or
(b) does not within 14 days after sending the second communication receive any answer,
the registrar may publish in the Gazette, and send to the company ..., a notice that at the expiration of 2 months from the date of the notice the name of the company mentioned in it will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.
(4) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register.
(5) The registrar must publish notice in the Gazette of the company's name having been struck off the register.
(6) On the publication of the notice in the Gazette the company is dissolved.
(7) However—
(a) the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and
(b) nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.
1001 Duty to act in case of company being wound up
(1) If, in a case where a company is being wound up—
(a) the registrar has reasonable cause to believe—
(i) that no liquidator is acting, or
(ii) that the affairs of the company are fully wound up, and
(b) the returns required to be made by the liquidator have not been made for a period of six consecutive months,
the registrar must publish in the Gazette and send to the company or the liquidator (if any) a notice that at the expiration of 2 months from the date of the notice the name of the company mentioned in it will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved.
(2) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register.
(3) The registrar must publish notice in the Gazette of the company's name having been struck off the register.
(4) On the publication of the notice in the Gazette the company is dissolved.
(5) However—
(a) the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and
(b) nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.
1002 Supplementary provisions as to service of communication or notice
(1) If the registrar is not able to send a communication or notice under section 1000 or 1001 to a company in accordance with Schedule 4, the communication may be sent to an officer of the company at an address for that officer that has been notified to the registrar by the company.
(2) If there is no officer of the company whose name and address are known to the registrar, the communication or notice may be sent to each of the persons who subscribed the memorandum (if their addresses are known to the registrar).
(3) A notice to be sent to a liquidator under section 1001 may be sent to the address of the liquidator’s last known place of business or to an address specified by the liquidator to the registrar for the purpose of receiving notices, or notices of that kind.
(4) In this section “address” has the same meaning as in section 1148(1).
1002A Power to strike off company registered on false basis
(1) The registrar may strike a company’s name off the register if the registrar has reasonable cause to believe that—
(a) any information contained in the application for the registration of the company, or in any application for restoration of the company to the register, is misleading, false or deceptive in a material particular, or
(b) any statement made to the registrar in connection with such an application is misleading, false or deceptive in a material particular.
(2) In subsection (1) the reference to an application includes any documents delivered to the registrar in connection with the application.
(3) The registrar may not exercise the power in subsection (1) unless—
(a) the registrar has published a notice in the Gazette that, at the end of the period of 28 days beginning with the date of the notice, the name of the company mentioned in the notice will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved, and
(b) the period mentioned in paragraph (a) has expired.
(4) If the registrar exercises the power in subsection (1), the registrar must publish a notice in the Gazette of the company’s name having been struck off the register.
(5) On the publication of the notice in the Gazette the company is dissolved.
(6) However—
(a) the liability (if any) of every director, managing officer or member of the company continues and may be enforced as if the company had not been dissolved, and
(b) nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.
(1) On application by a company, the registrar of companies may strike the company's name off the register.
(2) The application—
(a) must be made on the company's behalf by its directors or by a majority of them, and
(b) must contain the prescribed information.
(3) The registrar may not strike a company off under this section until after the expiration of 2 months from the publication by the registrar in the Gazette of a notice—
(a) stating that the registrar may exercise the power under this section in relation to the company, and
(b) inviting any person to show cause why that should not be done.
(4) The registrar must publish notice in the Gazette of the company's name having been struck off.
(5) On the publication of the notice in the Gazette the company is dissolved.
(6) However—
(a) the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and
(b) nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.
1004 Circumstances in which application not to be made: activities of company
(1) An application under section 1003 (application for voluntary striking off) on behalf of a company must not be made if, at any time in the previous three months, the company has—
(a) changed its name,
(b) traded or otherwise carried on business,
(c) made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business, or
(d) engaged in any other activity, except one which is—
(i) necessary or expedient for the purpose of making an application under that section, or deciding whether to do so,
(ii) necessary or expedient for the purpose of concluding the affairs of the company,
(iii) necessary or expedient for the purpose of complying with any statutory requirement, or
(iv) specified by the Secretary of State by order for the purposes of this sub-paragraph.
(2) For the purposes of this section, a company is not to be treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.
(3) The Secretary of State may by order amend subsection (1) for the purpose of altering the period in relation to which the doing of the things mentioned in paragraphs (a) to (d) of that subsection is relevant.
(4) An order under this section is subject to negative resolution procedure.
(5) It is an offence for a person to make an application in contravention of this section.
(6) In proceedings for such an offence it is a defence for the accused to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention.
(7) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
1005 Circumstances in which application not to be made: other proceedings not concluded
(1) An application under section 1003 (application for voluntary striking off) on behalf of a company must not be made at a time when—
(a) an application to the court under Part 26 or 26A has been made on behalf of the company for the sanctioning of a compromise or arrangement and the matter has not been finally concluded;
(b) a voluntary arrangement in relation to the company has been proposed under Part 1 of the Insolvency Act 1986 (c. 45) or Part 2 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) and the matter has not been finally concluded;
(c) the company is in administration under Part 2 of that Act or Part 3 of that Order;
(d) paragraph 44 of Schedule B1 to that Act or paragraph 45 of Schedule B1 to that Order applies (interim moratorium on proceedings where application to the court for an administration order has been made or notice of intention to appoint administrator has been filed);
(e) the company is being wound up under Part 4 of that Act or Part 5 of that Order, whether voluntarily or by the court, or a petition under that Part for winding up of the company by the court has been presented and not finally dealt with or withdrawn;
(f) there is a receiver or manager of the company's property;
(g) the company's estate is being administered by a judicial factor.
(2) For the purposes of subsection (1)(a), the matter is finally concluded if—
(a) the application has been withdrawn,
(b) the application has been finally dealt with without a compromise or arrangement being sanctioned by the court, or
(c) a compromise or arrangement has been sanctioned by the court and has, together with anything required to be done under any provision made in relation to the matter by order of the court, been fully carried out.
(3) For the purposes of subsection (1)(b), the matter is finally concluded if—
(a) no meetings are to be summoned under section 3 of the Insolvency Act 1986 (c. 45) or Article 16 of the Insolvency (Northern Ireland) Order 1989,
(b) meetings summoned under that section or Article fail to approve the arrangement with no, or the same, modifications,
(c) an arrangement approved by meetings summoned under that section, or in consequence of a direction under section 6(4)(b) of that Act or Article 19(4)(b) of that Order, has been fully implemented, or
(d) the court makes an order under section 6(5) of that Act or Article 19(5) of that Order revoking approval given at previous meetings and, if the court gives any directions under section 6(6) of that Act or Article 19(6) of that Order, the company has done whatever it is required to do under those directions.
(4) It is an offence for a person to make an application in contravention of this section.
(5) In proceedings for such an offence it is a defence for the accused to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention.
(6) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
1006 Copy of application to be given to members, employees, etc
(1) A person who makes an application under section 1003 (application for voluntary striking off) on behalf of a company must secure that, within seven days from the day on which the application is made, a copy of it is given to every person who at any time on that day is—
(a) a member of the company,
(b) an employee of the company,
(c) a creditor of the company,
(d) a director of the company,
(e) a manager or trustee of any pension fund established for the benefit of employees of the company, or
(f) a person of a description specified for the purposes of this paragraph by regulations made by the Secretary of State.
Regulations under paragraph (f) are subject to negative resolution procedure.
(2) Subsection (1) does not require a copy of the application to be given to a director who is a party to the application.
(3) The duty imposed by this section ceases to apply if the application is withdrawn before the end of the period for giving the copy application.
(4) A person who fails to perform the duty imposed on him by this section commits an offence.
If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated offence.
(5) In proceedings for an offence under this section it is a defence for the accused to prove that he took all reasonable steps to perform the duty.
(6) A person guilty of an offence under this section (other than an aggravated offence) is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
(7) A person guilty of an aggravated offence under this section is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding seven years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);
(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).
1007 Copy of application to be given to new members, employees, etc
(1) This section applies in relation to any time after the day on which a company makes an application under section 1003 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn.
(2) A person who is a director of the company at the end of a day on which a person (other than himself) becomes—
(a) a member of the company,
(b) an employee of the company,
(c) a creditor of the company,
(d) a director of the company,
(e) a manager or trustee of any pension fund established for the benefit of employees of the company, or
(f) a person of a description specified for the purposes of this paragraph by regulations made by the Secretary of State,
must secure that a copy of the application is given to that person within seven days from that day.
Regulations under paragraph (f) are subject to negative resolution procedure.
(3) The duty imposed by this section ceases to apply if the application is finally dealt with or withdrawn before the end of the period for giving the copy application.
(4) A person who fails to perform the duty imposed on him by this section commits an offence.
If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated offence.
(5) In proceedings for an offence under this section it is a defence for the accused to prove—
(a) that at the time of the failure he was not aware of the fact that the company had made an application under section 1003, or
(b) that he took all reasonable steps to perform the duty.
(6) A person guilty of an offence under this section (other than an aggravated offence) is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
(7) A person guilty of an aggravated offence under this section is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding seven years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);
(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).
1008 Copy of application: provisions as to service of documents
(1) The following provisions have effect for the purposes of—
section 1006 (copy of application to be given to members, employees, etc), and
section 1007 (copy of application to be given to new members, employees, etc).
(2) A document is treated as given to a person if it is—
(a) delivered to him, or
(b) left at his proper address, or
(c) sent by post to him at that address.
(3) For the purposes of subsection (2) and section 7 of the Interpretation Act 1978 (c. 30) (service of documents by post) as it applies in relation to that subsection, the proper address of a person is—
(a) in the case of a firm incorporated or formed in the United Kingdom, its registered or principal office;
(b) in the case of a firm incorporated or formed outside the United Kingdom—
(i) if it has a place of business in the United Kingdom, its principal office in the United Kingdom, or
(ii) if it does not have a place of business in the United Kingdom, its registered or principal office;
(c) in the case of an individual, his last known address.
(4) In the case of a creditor of the company a document is treated as given to him if it is left or sent by post to him—
(a) at the place of business of his with which the company has had dealings by virtue of which he is a creditor of the company, or
(b) if there is more than one such place of business, at each of them.
1009 Circumstances in which application to be withdrawn
(1) This section applies where, at any time on or after the day on which a company makes an application under section 1003 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn—
(a) the company—
(i) changes its name,
(ii) trades or otherwise carries on business,
(iii) makes a disposal for value of any property or rights other than those which it was necessary or expedient for it to hold for the purpose of making, or proceeding with, an application under that section, or
(iv) engages in any activity, except one to which subsection (4) applies;
(b) an application is made to the court under Part 26 or 26A on behalf of the company for the sanctioning of a compromise or arrangement;
(c) a voluntary arrangement in relation to the company is proposed under Part 1 of the Insolvency Act 1986 (c. 45) or Part 2 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19));
(d) an application to the court for an administration order in respect of the company is made under paragraph 12 of Schedule B1 to that Act or paragraph 13 of Schedule B1 to that Order;
(e) an administrator is appointed in respect of the company under paragraph 14 or 22 of Schedule B1 to that Act or paragraph 15 or 23 of Schedule B1 to that Order, or a copy of notice of intention to appoint an administrator of the company under any of those provisions is filed with the court;
(f) there arise any of the circumstances in which, under section 84(1) of that Act or Article 70 of that Order, the company may be voluntarily wound up;
(g) a petition is presented for the winding up of the company by the court under Part 4 of that Act or Part 5 of that Order;
(h) a receiver or manager of the company's property is appointed; or
(i) a judicial factor is appointed to administer the company's estate.
(2) A person who, at the end of a day on which any of the events mentioned in subsection (1) occurs, is a director of the company must secure that the company's application is withdrawn forthwith.
(3) For the purposes of subsection (1)(a), a company is not treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.
(4) The excepted activities referred to in subsection (1)(a)(iv) are—
(a) any activity necessary or expedient for the purposes of—
(i) making, or proceeding with, an application under section 1003 (application for voluntary striking off),
(ii) concluding affairs of the company that are outstanding because of what has been necessary or expedient for the purpose of making, or proceeding with, such an application, or
(iii) complying with any statutory requirement;
(b) any activity specified by the Secretary of State by order for the purposes of this subsection.
An order under paragraph (b) is subject to negative resolution procedure.
(5) A person who fails to perform the duty imposed on him by this section commits an offence.
(6) In proceedings for an offence under this section it is a defence for the accused to prove—
(a) that at the time of the failure he was not aware of the fact that the company had made an application under section 1003, or
(b) that he took all reasonable steps to perform the duty.
(7) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
1012 Property of dissolved company to be bona vacantia
(1) When a company is dissolved, all property and rights whatsoever vested in or held on trust for the company immediately before its dissolution (including leasehold property, but not including property held by the company on trust for another person) are deemed to be bona vacantia and—
(a) accordingly belong to the Crown, or to the Duchy of Lancaster or to the Duke of Cornwall for the time being (as the case may be), and
(b) vest and may be dealt with in the same manner as other bona vacantia accruing to the Crown, to the Duchy of Lancaster or to the Duke of Cornwall.
(2) Subsection (1) has effect subject to the possible restoration of the company to the register under Chapter 3 (see section 1034).
1013 Crown disclaimer of property vesting as bona vacantia
(1) Where property vests in the Crown under section 1012, the Crown's title to it under that section may be disclaimed by a notice signed by the Crown representative, that is to say the Treasury Solicitor, or, in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer.
(2) The right to execute a notice of disclaimer under this section may be waived by or on behalf of the Crown either expressly or by taking possession.
(3) A notice of disclaimer must be executed within three years after—
(a) the date on which the fact that the property may have vested in the Crown under section 1012 first comes to the notice of the Crown representative, or
(b) if ownership of the property is not established at that date, the end of the period reasonably necessary for the Crown representative to establish the ownership of the property.
(4) If an application in writing is made to the Crown representative by a person interested in the property requiring him to decide whether he will or will not disclaim, any notice of disclaimer must be executed within twelve months after the making of the application or such further period as may be allowed by the court.
(5) A notice of disclaimer under this section is of no effect if it is shown to have been executed after the end of the period specified by subsection (3) or (4).
(6) A notice of disclaimer under this section must be delivered to the registrar and retained and registered by him.
(7) Copies of it must be published in the Gazette and sent to any persons who have given the Crown representative notice that they claim to be interested in the property.
(8) This section applies to property vested in the Duchy of Lancaster or the Duke of Cornwall under section 1012 as if for references to the Crown and the Crown representative there were respectively substituted references to the Duchy of Lancaster and to the Solicitor to that Duchy, or to the Duke of Cornwall and to the Solicitor to the Duchy of Cornwall, as the case may be.
(1) Where notice of disclaimer is executed under section 1013 as respects any property, that property is deemed not to have vested in the Crown under section 1012.
(2) The following sections contain provisions as to the effect of the Crown disclaimer—
sections 1015 to 1019 apply in relation to property in England and Wales or Northern Ireland;
sections 1020 to 1022 apply in relation to property in Scotland.
(1) The Crown's disclaimer operates so as to terminate, as from the date of the disclaimer, the rights, interests and liabilities of the company in or in respect of the property disclaimed.
(2) It does not, except so far as is necessary for the purpose of releasing the company from any liability, affect the rights or liabilities of any other person.
(1) The disclaimer of any property of a leasehold character does not take effect unless a copy of the disclaimer has been served (so far as the Crown representative is aware of their addresses) on every person claiming under the company as underlessee or mortgagee, and either—
(a) no application under section 1017 (power of court to make vesting order) is made with respect to that property before the end of the period of 14 days beginning with the day on which the last notice under this paragraph was served, or
(b) where such an application has been made, the court directs that the disclaimer shall take effect.
(2) Where the court gives a direction under subsection (1)(b) it may also, instead of or in addition to any order it makes under section 1017, make such order as it thinks fit with respect to fixtures, tenant's improvements and other matters arising out of the lease.
(3) In this section the “Crown representative” means—
(a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy;
(b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall;
(c) in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer;
(d) in relation to other property, the Treasury Solicitor.
(1) The court may on application by a person who—
(a) claims an interest in the disclaimed property, or
(b) is under a liability in respect of the disclaimed property that is not discharged by the disclaimer,
make an order under this section in respect of the property.
(2) An order under this section is an order for the vesting of the disclaimed property in, or its delivery to—
(a) a person entitled to it (or a trustee for such a person), or
(b) a person subject to such a liability as is mentioned in subsection (1)(b) (or a trustee for such a person).
(3) An order under subsection (2)(b) may only be made where it appears to the court that it would be just to do so for the purpose of compensating the person subject to the liability in respect of the disclaimer.
(4) An order under this section may be made on such terms as the court thinks fit.
(5) On a vesting order being made under this section, the property comprised in it vests in the person named in that behalf in the order without conveyance, assignment or transfer.
(1) The court must not make an order under section 1017 vesting property of a leasehold nature in a person claiming under the company as underlessee or mortgagee except on terms making that person—
(a) subject to the same liabilities and obligations as those to which the company was subject under the lease, or
(b) if the court thinks fit, subject to the same liabilities and obligations as if the lease had been assigned to him.
(2) Where the order relates to only part of the property comprised in the lease, subsection (1) applies as if the lease had comprised only the property comprised in the vesting order.
(3) A person claiming under the company as underlessee or mortgagee who declines to accept a vesting order on such terms is excluded from all interest in the property.
(4) If there is no person claiming under the company who is willing to accept an order on such terms, the court has power to vest the company's estate and interest in the property in any person who is liable (whether personally or in a representative character, and whether alone or jointly with the company) to perform the lessee's covenants in the lease.
(5) The court may vest that estate and interest in such a person freed and discharged from all estates, incumbrances and interests created by the company.
Where in consequence of the disclaimer land that is subject to a rentcharge vests in any person, neither he nor his successors in title are subject to any personal liability in respect of sums becoming due under the rentcharge, except sums becoming due after he, or some person claiming under or through him, has taken possession or control of the land or has entered into occupation of it.
(1) The Crown's disclaimer operates to determine, as from the date of the disclaimer, the rights, interests and liabilities of the company, and the property of the company, in or in respect of the property disclaimed.
(2) It does not (except so far as is necessary for the purpose of releasing the company and its property from liability) affect the rights or liabilities of any other person.
(1) The court may—
(a) on application by a person who either claims an interest in disclaimed property or is under a liability not discharged by this Act in respect of disclaimed property, and
(b) on hearing such persons as it thinks fit,
make an order for the vesting of the property in or its delivery to any persons entitled to it, or to whom it may seem just that the property should be delivered by way of compensation for such liability, or a trustee for him.
(2) The order may be made on such terms as the court thinks fit.
(3) On a vesting order being made under this section, the property comprised in it vests accordingly in the person named in that behalf in the order, without conveyance or assignation for that purpose.
(1) Where the property disclaimed is held under a lease the court must not make a vesting order in favour of a person claiming under the company, whether—
(a) as sub-lessee, or
(b) as creditor in a duly registered or (as the case may be) recorded heritable security over a lease,
except on the following terms.
(2) The person must by the order be made subject—
(a) to the same liabilities and obligations as those to which the company was subject under the lease in respect of the property, or
(b) if the court thinks fit, only to the same liabilities and obligations as if the lease had been assigned to him.
In either event (if the case so requires) the liabilities and obligations must be as if the lease had comprised only the property comprised in the vesting order.
(3) A sub-lessee or creditor declining to accept a vesting order on such terms is excluded from all interest in and security over the property.
(4) If there is no person claiming under the company who is willing to accept an order on such terms, the court has power to vest the company's estate and interest in the property in any person liable (either personally or in a representative character, and either alone or jointly with the company) to perform the lessee's obligations under the lease.
(5) The court may vest that estate and interest in such a person freed and discharged from all interests, rights and obligations created by the company in the lease or in relation to the lease.
(6) For the purposes of this section a heritable security—
(a) is duly recorded if it is recorded in the Register of Sasines, and
(b) is duly registered if registered in accordance with the Land Registration etc. (Scotland) Act 2012 (asp 5).
1023 Liability for rentcharge on company's land after dissolution
(1) This section applies where on the dissolution of a company land in England and Wales or Northern Ireland that is subject to a rentcharge vests by operation of law in the Crown or any other person (“the proprietor”).
(2) Neither the proprietor nor his successors in title are subject to any personal liability in respect of sums becoming due under the rentcharge, except sums becoming due after the proprietor, or some person claiming under or through him, has taken possession or control of the land or has entered into occupation of it.
(3) In this section “company” includes any body corporate.
1024 Application for administrative restoration to the register
(1) An application may be made to the registrar to restore to the register a company that has been struck off the register under —
(a) section 1000 or 1001 (power of registrar to strike off defunct company), or
(b) section 1002A (power of registrar to strike off company registered on false basis).
(2) An application under this section may be made whether or not the company has in consequence been dissolved.
(3) An application under this section may only be made by a former director or former member of the company.
(4) An application under this section may not be made after the end of the period of six years from the date of the dissolution of the company.
For this purpose an application is made when it is received by the registrar.
(1) On an application under section 1024 the registrar shall restore the company to the register if, and only if, the following conditions are met.
(2) The first condition is that—
(a) in the case of a company struck off the register under section 1000 or 1001, the company was carrying on business or in operation at the time of its striking off;
(b) in the case of a company struck off the register under section 1002A, at the time of its striking off, the registrar did not have reasonable cause to believe the matter set out in section 1002A(1)(a) or (b).
(3) The second condition is that, if any property or right previously vested in or held on trust for the company has vested as bona vacantia, the Crown representative has signified to the registrar in writing consent to the company's restoration to the register.
(4) It is the applicant's responsibility to obtain that consent and to pay any costs (in Scotland, expenses) of the Crown representative—
(a) in dealing with the property during the period of dissolution, or
(b) in connection with the proceedings on the application,
that may be demanded as a condition of giving consent.
(5) The third condition is that the applicant has delivered to the registrar such documents relating to the company as are necessary to ensure that if the company is restored to the register the records kept by the registrar relating to the company will be up to date.
(5A) The fourth condition is—
(a) that any outstanding penalties under section 453 or corresponding earlier provisions (civil penalty for failure to deliver accounts) in relation to the company have been paid, and
(b) that each relevant person has paid any outstanding fines or financial penalties imposed on them in respect of an offence under the Companies Acts relating to the company.
(5B) In subsection (5A)(b) “relevant person” means—
(a) the applicant,
(b) any person who—
(i) was a director of the company immediately before it was dissolved or struck off, and
(ii) if the company is restored to the register, will be a director immediately after its restoration, or
(c) any person who is a relevant officer of a firm where the firm is—
(i) a person mentioned in paragraph (a) or (b), or
(ii) a person falling within this paragraph.
(5C) In subsection (5B)(c) “relevant officer”—
(a) in relation to a company, means a director;
(b) in relation to a firm the affairs of which are managed by its members, means one of those members;
(c) in relation to any other firm, means an officer of the firm whose functions correspond to that of a director of a company.
(6) In this section the “Crown representative” means—
(a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy;
(b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall;
(c) in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer;
(d) in relation to other property, the Treasury Solicitor.
1026 Application to be accompanied by statement of compliance
(1) An application under section 1024 (application for administrative restoration to the register) must be accompanied by a statement of compliance.
(2) The statement of compliance required is a statement—
(a) that the person making the application has standing to apply (see subsection (3) of that section), and
(b) that the requirements for administrative restoration (see section 1025) are met.
(3) The registrar may accept the statement of compliance as sufficient evidence of those matters.
1027 Registrar's decision on application for administrative restoration
(1) The registrar must give notice to the applicant of the decision on an application under section 1024 (application for administrative restoration to the register).
(2) If the decision is that the company should be restored to the register, the restoration takes effect as from the date that notice is sent.
(3) In the case of such a decision, the registrar must—
(a) enter on the register a note of the date as from which the company's restoration to the register takes effect, and
(b) cause notice of the restoration to be published in the Gazette.
(4) The notice under subsection (3)(b) must state—
(a) the name of the company or, if the company is restored to the register under a different name (see section 1033), that name and its former name,
(b) the company's registered number, and
(c) the date as from which the restoration of the company to the register takes effect.
(1) The general effect of administrative restoration to the register is that the company is deemed to have continued in existence as if it had not been dissolved or struck off the register.
(2) The company is not liable to a penalty under section 453 or any corresponding earlier provision (civil penalty for failure to deliver accounts) for a financial year in relation to which the period for filing accounts and reports ended—
(a) after the date of dissolution or striking off, and
(b) before the restoration of the company to the register.
(3) The court may give such directions and make such provision as seems just for placing the company and all other persons in the same position (as nearly as may be) as if the company had not been dissolved or struck off the register.
(4) An application to the court for such directions or provision may be made any time within three years after the date of restoration of the company to the register.