1144 Sending or supplying documents or information
(1) Documents or information to be sent or supplied to a company must be sent or supplied in accordance with the provisions of Schedule 4.
(2) Documents or information to be sent or supplied by a company must be sent or supplied in accordance with the provisions of Schedule 5.
(3) The provisions referred to in subsection (2) apply (and those referred to in subsection (1) do not apply) in relation to documents or information that are to be sent or supplied by one company to another.
(1) Where a member of a company or a holder of a company's debentures has received a document or information from the company otherwise than in hard copy form, he is entitled to require the company to send him a version of the document or information in hard copy form.
(2) The company must send the document or information in hard copy form within 21 days of receipt of the request from the member or debenture holder.
(3) The company may not make a charge for providing the document or information in that form.
(4) If a company fails to comply with this section, an offence is committed by the company and every officer of it 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 and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(1) This section applies in relation to the authentication of a document or information sent or supplied by a person to a company.
(2) A document or information sent or supplied in hard copy form is sufficiently authenticated if it is signed by the person sending or supplying it.
(3) A document or information sent or supplied in electronic form is sufficiently authenticated—
(a) if the identity of the sender is confirmed in a manner specified by the company, or
(b) where no such manner has been specified by the company, if the communication contains or is accompanied by a statement of the identity of the sender and the company has no reason to doubt the truth of that statement.
(4) Where a document or information is sent or supplied by one person on behalf of another, nothing in this section affects any provision of the company's articles under which the company may require reasonable evidence of the authority of the former to act on behalf of the latter.
(1) This section applies in relation to documents and information sent or supplied by a company.
(2) Where—
(a) the document or information is sent by post (whether in hard copy or electronic form) to an address in the United Kingdom, and
(b) the company is able to show that it was properly addressed, prepaid and posted,
it is deemed to have been received by the intended recipient 48 hours after it was posted.
(3) Where—
(a) the document or information is sent or supplied by electronic means, and
(b) the company is able to show that it was properly addressed,
it is deemed to have been received by the intended recipient 48 hours after it was sent.
(4) Where the document or information is sent or supplied by means of a website, it is deemed to have been received by the intended recipient—
(a) when the material was first made available on the website, or
(b) if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.
(5) In calculating a period of hours for the purposes of this section, no account shall be taken of any part of a day that is not a working day.
(6) This section has effect subject to—
(a) in its application to documents or information sent or supplied by a company to its members, any contrary provision of the company's articles;
(b) in its application to documents or information sent or supplied by a company to its debentures holders, any contrary provision in the instrument constituting the debentures;
(c) in its application to documents or information sent or supplied by a company to a person otherwise than in his capacity as a member or debenture holder, any contrary provision in an agreement between the company and that person.
1148 Interpretation of company communications provisions
(1) In the company communications provisions—
“address” includes a number or address used for the purposes of sending or receiving documents or information by electronic means;
“company” includes any body corporate;
“document” includes summons, notice, order or other legal process and registers.
(2) References in the company communications provisions to provisions of the Companies Acts authorising or requiring a document or information to be sent or supplied include all such provisions, whatever expression is used, and references to documents or information being sent or supplied shall be construed accordingly.
(3) References in the company communications provisions to documents or information being sent or supplied by or to a company include references to documents or information being sent or supplied by or to the directors of a company acting on behalf of the company.
The provisions of sections 1150 to 1153 apply to the valuation and report required by—
section 93 (re-registration as public company: recent allotment of shares for non-cash consideration);
section 593 (allotment of shares of public company in consideration of non-cash asset);
section 599 (transfer of non-cash asset to public company).
(1) The valuation and report must be made by a person (“the valuer”) who—
(a) is eligible for appointment as a statutory auditor (see section 1212), and
(b) meets the independence requirement in section 1151.
(2) However, where it appears to the valuer to be reasonable for the valuation of the consideration, or part of it, to be made by (or for him to accept a valuation made by) another person who—
(a) appears to him to have the requisite knowledge and experience to value the consideration or that part of it, and
(b) is not an officer or employee of—
(i) the company, or
(ii) any other body corporate that is that company's subsidiary or holding company or a subsidiary of that company's holding company,
or a partner of or employed by any such officer or employee,
he may arrange for or accept such a valuation, together with a report which will enable him to make his own report under this section.
(3) The references in subsection (2)(b) to an officer or employee do not include an auditor.
(4) Where the consideration or part of it is valued by a person other than the valuer himself, the latter's report must state that fact and shall also—
(a) state the former's name and what knowledge and experience he has to carry out the valuation, and
(b) describe so much of the consideration as was valued by the other person, and the method used to value it, and specify the date of that valuation.
(1) A person meets the independence requirement for the purposes of section 1150 only if—
(a) he is not—
(i) an officer or employee of the company, or
(ii) a partner or employee of such a person, or a partnership of which such a person is a partner;
(b) he is not—
(i) an officer or employee of an associated undertaking of the company, or
(ii) a partner or employee of such a person, or a partnership of which such a person is a partner; and
(c) there does not exist between—
(i) the person or an associate of his, and
(ii) the company or an associated undertaking of the company,
a connection of any such description as may be specified by regulations made by the Secretary of State.
(2) An auditor of the company is not regarded as an officer or employee of the company for this purpose.
(3) In this section—
“associated undertaking” means—
a parent undertaking or subsidiary undertaking of the company, or
a subsidiary undertaking of a parent undertaking of the company; and
“associate” has the meaning given by section 1152.
(4) Regulations under this section are subject to negative resolution procedure.
(1) This section defines “associate” for the purposes of section 1151 (valuation: independence requirement).
(2) In relation to an individual, “associate” means—
(a) that individual's spouse or civil partner or minor child or step-child,
(b) any body corporate of which that individual is a director, and
(c) any employee or partner of that individual.
(3) In relation to a body corporate, “associate” means—
(a) any body corporate of which that body is a director,
(b) any body corporate in the same group as that body, and
(c) any employee or partner of that body or of any body corporate in the same group.
(4) In relation to a partnership that is a legal person under the law by which it is governed, “associate” means—
(a) any body corporate of which that partnership is a director,
(b) any employee of or partner in that partnership, and
(c) any person who is an associate of a partner in that partnership.
(5) In relation to a partnership that is not a legal person under the law by which it is governed, “associate” means any person who is an associate of any of the partners.
(6) In this section, in relation to a limited liability partnership, for “director” read “member”.
(1) A person carrying out a valuation or making a report with respect to any consideration proposed to be accepted or given by a company, is entitled to require from the officers of the company such information and explanation as he thinks necessary to enable him to—
(a) carry out the valuation or make the report, and
(b) provide any note required by section 596(3) or 600(3) (note required where valuation carried out by another person).
(2) A person who knowingly or recklessly makes a statement to which this subsection applies that is misleading, false or deceptive in a material particular commits an offence.
(3) Subsection (2) applies to a statement—
(a) made (whether orally or in writing) to a person carrying out a valuation or making a report, and
(b) conveying or purporting to convey any information or explanation which that person requires, or is entitled to require, under subsection (1).
(4) A person guilty of an offence under subsection (2) is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two 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).
1154 Duty to notify registrar of certain appointments etc
(1) Notice must be given to the registrar of the appointment in relation to a company of—
(a) a judicial factor (in Scotland),
(b) an interim manager appointed under section 76 of the Charities Act 2011, or
(c) a manager appointed under section 47 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27).
(2) The notice must be given—
(a) in the case of appointment of a judicial factor, by the judicial factor;
(b) in the case of appointment of an interim manager under section 76 of the Charities Act 2011or section 33 of the Charities Act (Northern Ireland) 2008 , by the Charity Commission;
(bb) in the case of appointment of a receiver or manager under section 33 of the Charities Act (Northern Ireland) 2008, by the Charity Commission for Northern Ireland;
(c) in the case of appointment of a manager under section 47 of the Companies (Audit, Investigations and Community Enterprise) Act 2004, by the Regulator of Community Interest Companies.
(3) The notice must specify an address at which service of documents (including legal process) may be effected on the person appointed.
Notice of a change in the address for service may be given to the registrar by the person appointed.
(4) Where notice has been given under this section of the appointment of a person, notice must also be given to the registrar of the termination of the appointment.
This notice must be given by the person specified in subsection (2).
(1) If a judicial factor fails to give notice of his appointment in accordance with section 1154 within the period of 14 days after the appointment he commits an offence.
(2) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(1) Except as otherwise provided, in the Companies Acts “the court” means—
(a) in England and Wales, the High Court or the county court;
(b) in Scotland, the Court of Session or the sheriff court;
(c) in Northern Ireland, the High Court.
(2) The provisions of the Companies Acts conferring jurisdiction on “the court” as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom.
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1157 Power of court to grant relief in certain cases
(1) If in proceedings for negligence, default, breach of duty or breach of trust against—
(a) an officer of a company, or
(b) a person employed by a company as auditor (whether he is or is not an officer of the company),
it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.
(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust—
(a) he may apply to the court for relief, and
(b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.
(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.
In the Companies Acts“UK-registered company” means a company registered under this Act. The expression does not include an overseas company that has registered particulars under section 1046.
(1) A company is a “subsidiary” of another company, its “holding company”, if that other company—
(a) holds a majority of the voting rights in it, or
(b) is a member of it and has the right to appoint or remove a majority of its board of directors, or
(c) is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it,
or if it is a subsidiary of a company that is itself a subsidiary of that other company.
(2) A company is a “wholly-owned subsidiary” of another company if it has no members except that other and that other's wholly-owned subsidiaries or persons acting on behalf of that other or its wholly-owned subsidiaries.
(3) Schedule 6 contains provisions explaining expressions used in this section and otherwise supplementing this section.
(4) In this section and that Schedule “company” includes any body corporate.
(1) The Secretary of State may by regulations amend the provisions of section 1159 (meaning of “subsidiary” etc) and Schedule 6 (meaning of “subsidiary” etc: supplementary provisions) so as to alter the meaning of the expressions “subsidiary”, “holding company” or “wholly-owned subsidiary”.
(2) Regulations under this section are subject to negative resolution procedure.
(3) Any amendment made by regulations under this section does not apply for the purposes of enactments outside the Companies Acts unless the regulations so provide.
(4) So much of section 23(3) of the Interpretation Act 1978 (c. 30) as applies section 17(2)(a) of that Act (effect of repeal and re-enactment) to deeds, instruments and documents other than enactments does not apply in relation to any repeal and re-enactment effected by regulations under this section.
1161 Meaning of “undertaking” and related expressions
(1) In the Companies Acts“undertaking” means—
(a) a body corporate or partnership, or
(b) an unincorporated association carrying on a trade or business, with or without a view to profit.
(2) In the Companies Acts references to shares—
(a) in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and
(b) in relation to an undertaking without capital, are to interests—
(i) conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or
(ii) giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.
(3) Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description.
This is subject to provision in any specific context providing for the translation of such expressions.
(4) References in the Companies Acts to “fellow subsidiary undertakings” are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other.
(5) In the Companies Acts “group undertaking”, in relation to an undertaking, means an undertaking which is—
(a) a parent undertaking or subsidiary undertaking of that undertaking, or
(b) a subsidiary undertaking of any parent undertaking of that undertaking.
(1) This section (together with Schedule 7) defines “parent undertaking” and “subsidiary undertaking” for the purposes of the Companies Acts.
(2) An undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—
(a) it holds a majority of the voting rights in the undertaking, or
(b) it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or
(c) it has the right to exercise a dominant influence over the undertaking—
(i) by virtue of provisions contained in the undertaking's articles, or
(ii) by virtue of a control contract, or
(d) it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.
(3) For the purposes of subsection (2) an undertaking shall be treated as a member of another undertaking—
(a) if any of its subsidiary undertakings is a member of that undertaking, or
(b) if any shares in that other undertaking are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings.
(4) An undertaking is also a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—
(a) it has the power to exercise, or actually exercises, dominant influence or control over it, or
(b) it and the subsidiary undertaking are managed on a unified basis.
(5) A parent undertaking shall be treated as the parent undertaking of undertakings in relation to which any of its subsidiary undertakings are, or are to be treated as, parent undertakings; and references to its subsidiary undertakings shall be construed accordingly.
(6) Schedule 7 contains provisions explaining expressions used in this section and otherwise supplementing this section.
(7) In this section and that Schedule references to shares, in relation to an undertaking, are to allotted shares.
(1) In the Companies Acts “non-cash asset” means any property or interest in property, other than cash.
For this purpose “cash” includes foreign currency.
(2) A reference to the transfer or acquisition of a non-cash asset includes—
(a) the creation or extinction of an estate or interest in, or a right over, any property, and
(b) the discharge of a liability of any person, other than a liability for a liquidated sum.
1164 Meaning of “banking company” and “banking group”
(1) This section defines “banking company” and “banking group” for the purposes of the Companies Acts.
(2) “Banking company” means a person who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to accept deposits, other than—
(a) a person who is not a company, and
(b) a person who has such permission only for the purpose of carrying on another regulated activity in accordance with permission under that Part.
(3) The definition in subsection (2) must be read with section 22 of that Act, any relevant order under that section and Schedule 2 to that Act.
(4) References to a banking group are to a group where the parent company is a banking company or where—
(a) the parent company's principal subsidiary undertakings are wholly or mainly credit institutions, and
(b) the parent company does not itself carry on any material business apart from the acquisition, management and disposal of interests in subsidiary undertakings.
“Group” here means a parent undertaking and its subsidiary undertakings.
(5) For the purposes of subsection (4)—
(a) a parent company's principal subsidiary undertakings are the subsidiary undertakings of the company whose results or financial position would principally affect the figures shown in the group accounts, and
(b) the management of interests in subsidiary undertakings includes the provision of services to such undertakings.
1165 Meaning of “insurance company” and related expressions
(1) This section defines “insurance company”, “authorised insurance company”, “insurance group” and “insurance market activity” for the purposes of the Companies Acts.
(2) An “authorised insurance company” means a person (whether incorporated or not) who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to effect or carry out contracts of insurance.
(3) An “insurance company” means—
(a) an authorised insurance company, or
(b) any other person (whether incorporated or not) who—
(i) carries on insurance market activity, or
(ii) may effect or carry out contracts of insurance under which the benefits provided by that person are exclusively or primarily benefits in kind in the event of accident to or breakdown of a vehicle.
(4) Neither expression includes a friendly society within the meaning of the Friendly Societies Act 1992 (c. 40).
(5) References to an insurance group are to a group where the parent company is an insurance company or where—
(a) the parent company's principal subsidiary undertakings are wholly or mainly insurance companies, and
(b) the parent company does not itself carry on any material business apart from the acquisition, management and disposal of interests in subsidiary undertakings.
“Group” here means a parent undertaking and its subsidiary undertakings.
(6) For the purposes of subsection (5)—
(a) a parent company's principal subsidiary undertakings are the subsidiary undertakings of the company whose results or financial position would principally affect the figures shown in the group accounts, and
(b) the management of interests in subsidiary undertakings includes the provision of services to such undertakings.
(7) “Insurance market activity” has the meaning given in section 316(3) of the Financial Services and Markets Act 2000.
(8) References in this section to contracts of insurance and to the effecting or carrying out of such contracts must be read with section 22 of that Act, any relevant order under that section and Schedule 2 to that Act.
For the purposes of the Companies Acts an employees' share scheme is a scheme for encouraging or facilitating the holding of shares in or debentures of a company by or for the benefit of—
(a) the bona fide employees or former employees of—
(i) the company,
(ii) any subsidiary of the company, or
(iii) the company's holding company or any subsidiary of the company's holding company, or
(b) the spouses, civil partners, surviving spouses, surviving civil partners, or minor children or step-children of such employees or former employees.
1168 Hard copy and electronic form and related expressions
(1) The following provisions apply for the purposes of the Companies Acts.
(2) A document or information is sent or supplied in hard copy form if it is sent or supplied in a paper copy or similar form capable of being read.
References to hard copy have a corresponding meaning.
(3) A document or information is sent or supplied in electronic form if it is sent or supplied—
(a) by electronic means (for example, by e-mail or fax), or
(b) by any other means while in an electronic form (for example, sending a disk by post).
References to electronic copy have a corresponding meaning.
(4) A document or information is sent or supplied by electronic means if it is—
(a) sent initially and received at its destination by means of electronic equipment for the processing (which expression includes digital compression) or storage of data, and
(b) entirely transmitted, conveyed and received by wire, by radio, by optical means or by other electromagnetic means.
References to electronic means have a corresponding meaning.
(5) A document or information authorised or required to be sent or supplied in electronic form must be sent or supplied in a form, and by a means, that the sender or supplier reasonably considers will enable the recipient—
(a) to read it, and
(b) to retain a copy of it.
(6) For the purposes of this section, a document or information can be read only if—
(a) it can be read with the naked eye, or
(b) to the extent that it consists of images (for example photographs, pictures, maps, plans or drawings), it can be seen with the naked eye.
(7) The provisions of this section apply whether the provision of the Companies Acts in question uses the words “sent” or “supplied” or uses other words (such as “deliver”, “provide”, “produce” or, in the case of a notice, “give”) to refer to the sending or supplying of a document or information.
(1) For the purposes of the Companies Acts a company is “dormant” during any period in which it has no significant accounting transaction.
(2) A “significant accounting transaction” means a transaction that is required by section 386 to be entered in the company's accounting records.
(3) In determining whether or when a company is dormant, there shall be disregarded—
(a) any transaction arising from the taking of shares in the company by a subscriber to the memorandum as a result of an undertaking of his in connection with the formation of the company;
(b) any transaction consisting of the payment of—
(i) a fee to the registrar on a change of the company's name,
(ii) a fee to the registrar on the re-registration of the company,
(iii) a penalty under section 453 (penalty for failure to file accounts), or
(iv) a fee to the registrar for the registration of a confirmation statement.
(4) Any reference in the Companies Acts to a body corporate other than a company being dormant has a corresponding meaning.
1170 Meaning of “EEA State” and related expressions
In the Companies Acts—
“ EEA State ” has the meaning given by Schedule 1 to the Interpretation Act 1978;
“ EEA company” and “ EEA undertaking” mean a company or undertaking governed by the law of an EEA State.
1170A Receiver or manager and certain related references
(1) Any reference in the Companies Acts to a receiver or manager of the property of a company, or to a receiver of it, includes a receiver or manager or (as the case may be) a receiver of part only of that property and a receiver only of the income arising from the property or from part of it.
(2) Any reference in the Companies Acts to the appointment of a receiver or manager under powers contained in an instrument includes an appointment made under powers that by virtue of an enactment are implied in and have effect as if contained in an instrument.
(1) In the Companies Acts “ contributory ” means every person liable to contribute to the assets of a company in the event of its being wound up.
(2) For the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, the expression includes any person alleged to be a contributory.
(3) The reference in subsection (1) to persons liable to contribute to the assets does not include a person so liable by virtue of a declaration by the court under—
(a) section 213 of the Insolvency Act 1986 or Article 177 of the Insolvency (Northern Ireland) Order 1989 (fraudulent trading), or
(b) section 214 of that Act or Article 178 of that Order (wrongful trading).
In the Companies Acts—
“the former Companies Acts” means—
the Joint Stock Companies Acts, the Companies Act 1862 (c. 89), the Companies (Consolidation) Act 1908 (c. 69), the Companies Act 1929 (c. 23), the Companies Act (Northern Ireland) 1932 (c. 7 (N.I.)), the Companies Acts 1948 to 1983, the Companies Act (Northern Ireland) 1960 (c. 22 (N.I.)), the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) and the Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 (S.I. 1986/1035 (N.I. 9)), and
the provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that are no longer in force;
“the Joint Stock Companies Acts” means the Joint Stock Companies Act 1856 (c. 47), the Joint Stock Companies Acts 1856, 1857 (20 & 21 Vict. c. 14), the Joint Stock Banking Companies Act 1857 (c. 49), and the Act to enable Joint Stock Banking Companies to be formed on the principle of limited liability (1858 c. 91), but does not include the Joint Stock Companies Act 1844 (c. 110).
(1) In the Companies Acts—
“the Audit Regulation” means Regulation 537/2014 of the European Parliament and of the Council on specific requirements regarding statutory audit of public interest entities;
“body corporate” and “corporation” include a body incorporated outside the United Kingdom, but do not include—
a corporation sole, or
a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed;
“the competent authority” means the Financial Reporting Council Limited;
“credit institution” means a credit institution as defined in Article 4(1)(1) of Regulation ( EU ) No. 575/2013 of the European Parliament and of the Council.
“the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act);
“EU regulated market” has the meaning given in Article 2.1.13B of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;
“financial institution” means a financial institution within the meaning of Article 1.1 of the Council Directive on the obligations of branches established in a Member State of credit and financial institutions having their head offices outside that Member State regarding the publication of annual accounting documents (the Bank Branches Directive, 89/117/EEC);
“firm” means any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association;
“the Gazette” means—
as respects companies registered in England and Wales, the London Gazette,
as respects companies registered in Scotland, the Edinburgh Gazette, and
as respects companies registered in Northern Ireland, the Belfast Gazette;
“hire-purchase agreement” has the same meaning as in the Consumer Credit Act 1974 (c. 39);
“officer”, in relation to a body corporate, includes a director, manager or secretary;
“parent company” means a company that is a parent undertaking (see section 1162 and Schedule 7);
“regulated activity” has the meaning given in section 22 of the Financial Services and Markets Act 2000 (c. 8);
“regulated market” has the meaning given in Article 2.1.13 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012; ;
“transferable securities” has the meaning given by Article 2.1.24 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;
“UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;
“working day”, in relation to a company, means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 (c. 80) in the part of the United Kingdom where the company is registered.
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1176 Power of Secretary of State to bring civil proceedings on company's behalf
(1) Section 438 of the Companies Act 1985 (power of Secretary of State to bring civil proceedings on company's behalf) shall cease to have effect.
(2) In section 439 of that Act (expenses of investigating company's affairs)—
(a) in subsection (2) omit “, or is ordered to pay the whole or any part of the costs of proceedings brought under section 438,”;
(b) omit subsections (3) and (7) (which relate to section 438);
(c) in subsection (8)—
(i) for “subsections (2) and (3)” substitute “ subsection (2) ”, and
(ii) omit “; and any such liability imposed by subsection (2) is (subject as mentioned above) a liability also to indemnify all persons against liability under subsection (3)”.
(3) In section 453(1A) of that Act (investigation of overseas companies: provisions not applicable), omit paragraph (b) (which relates to section 438).
(4) Nothing in this section affects proceedings brought under section 438 before the commencement of this section.
1177 Repeal of certain provisions about company directors
The following provisions of Part 10 of the Companies Act 1985 shall cease to have effect—
section 311 (prohibition on tax-free payments to directors);
sections 323 and 327 (prohibition on directors dealing in share options);
sections 324 to 326 and 328 to 329, and Parts 2 to 4 of Schedule 13 (register of directors' interests);
sections 343 and 344 (special procedure for disclosure by banks).
1178 Repeal of requirement that certain companies publish periodical statement
The following provisions shall cease to have effect—
section 720 of the Companies Act 1985 (c. 6) (certain companies to publish periodical statement), and
Schedule 23 to that Act (form of statement under section 720).
1179 Repeal of requirement that Secretary of State prepare annual report
Section 729 of the Companies Act 1985 (annual report to Parliament by Secretary of State on matters within the Companies Acts) shall cease to have effect.
1181 Access to constitutional documents of RTE and RTM companies
(1) The Secretary of State may by order—
(a) amend Chapter 1 of Part 1 of the Leasehold Reform, Housing and Urban Development Act 1993 (c. 28) for the purpose of facilitating access to the provisions of the articles or any other constitutional document of RTE companies;
(b) amend Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 2002 (c. 15) (leasehold reform) for the purpose of facilitating access to the provisions of the articles or any other constitutional document of RTM companies.
(2) References in subsection (1) to provisions of a company's articles or any other constitutional document include any provisions included in those documents by virtue of any enactment.
(3) An order under this section is subject to negative resolution procedure.
(4) In this section—
“RTE companies” has the same meaning as in Chapter 1 of Part 1 of the Leasehold Reform, Housing and Urban Development Act 1993;
“RTM companies” has the same meaning as in Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 2002.