(1) This section defines what is meant by references in this Part to a person being subject to foreign restrictions.
(2) A person is subject to foreign restrictions if under the law of a country or territory outside the United Kingdom—
(a) he is, by reason of misconduct or unfitness, disqualified to any extent from acting in connection with the affairs of a company,
(b) he is, by reason of misconduct or unfitness, required—
(i) to obtain permission from a court or other authority, or
(ii) to meet any other condition,
before acting in connection with the affairs of a company, or
(c) he has, by reason of misconduct or unfitness, given undertakings to a court or other authority of a country or territory outside the United Kingdom—
(i) not to act in connection with the affairs of a company, or
(ii) restricting the extent to which, or the way in which, he may do so.
(3) The references in subsection (2) to acting in connection with the affairs of a company are to doing any of the following—
(a) being a director of a company,
(b) acting as receiver of a company's property, or
(c) being concerned or taking part in the promotion, formation or management of a company.
(4) In this section—
(a) “company” means a company incorporated or formed under the law of the country or territory in question, and
(b) in relation to such a company—
“director” means the holder of an office corresponding to that of director of a UK company; and
“receiver” includes any corresponding officer under the law of that country or territory.
In this Part—
“the court” means—
in England and Wales, the High Court or the county court;
in Scotland, the Court of Session or the sheriff court;
in Northern Ireland, the High Court;
“UK company” means a company registered under this Act.
1184 Disqualification of persons subject to foreign restrictions
(1) The Secretary of State may make provision by regulations disqualifying a person subject to foreign restrictions from—
(a) being a director of a UK company,
(b) acting as receiver of a UK company's property, or
(c) in any way, whether directly or indirectly, being concerned or taking part in the promotion, formation or management of a UK company.
(2) The regulations may provide that a person subject to foreign restrictions—
(a) is disqualified automatically by virtue of the regulations, or
(b) may be disqualified by order of the court on the application of the Secretary of State.
(3) The regulations may provide that the Secretary of State may accept an undertaking (a “disqualification undertaking”) from a person subject to foreign restrictions that he will not do anything which would be in breach of a disqualification under subsection (1).
(4) In this Part—
(a) a “person disqualified under this Part” is a person—
(i) disqualified as mentioned in subsection (2)(a) or (b), or
(ii) who has given and is subject to a disqualification undertaking;
(b) references to a breach of a disqualification include a breach of a disqualification undertaking.
(5) The regulations may provide for applications to the court by persons disqualified under this Part for permission to act in a way which would otherwise be in breach of the disqualification.
(6) The regulations must provide that a person ceases to be disqualified under this Part on his ceasing to be subject to foreign restrictions.
(7) Regulations under this section are subject to affirmative resolution procedure.
(1) Regulations under section 1184 may make different provision for different cases and may in particular distinguish between cases by reference to—
(a) the conduct on the basis of which the person became subject to foreign restrictions;
(b) the nature of the foreign restrictions;
(c) the country or territory under whose law the foreign restrictions were imposed.
(2) Regulations under section 1184(2)(b) or (5) (provision for applications to the court)—
(a) must specify the grounds on which an application may be made;
(b) may specify factors to which the court shall have regard in determining an application.
(3) The regulations may, in particular, require the court to have regard to the following factors—
(a) whether the conduct on the basis of which the person became subject to foreign restrictions would, if done in relation to a UK company, have led a court to make a disqualification order on an application under the Company Directors Disqualification Act 1986 (c. 46) or the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4));
(b) in a case in which the conduct on the basis of which the person became subject to foreign restrictions would not be unlawful if done in relation to a UK company, the fact that the person acted unlawfully under foreign law;
(c) whether the person's activities in relation to UK companies began after he became subject to foreign restrictions;
(d) whether the person's activities (or proposed activities) in relation to UK companies are undertaken (or are proposed to be undertaken) outside the United Kingdom.
(4) Regulations under section 1184(3) (provision as to undertakings given to the Secretary of State) may include provision allowing the Secretary of State, in determining whether to accept an undertaking, to take into account matters other than criminal convictions notwithstanding that the person may be criminally liable in respect of those matters.
(5) Regulations under section 1184(5) (provision for application to court for permission to act) may include provision—
(a) entitling the Secretary of State to be represented at the hearing of the application, and
(b) as to the giving of evidence or the calling of witnesses by the Secretary of State at the hearing of the application.
(1) Regulations under section 1184 may provide that a person disqualified under this Part who acts in breach of the disqualification commits an offence.
(2) The regulations may provide that a person guilty of such an offence 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 the general limit in a magistrates’ court 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).
(3) In relation to an offence committed before 2 May 2022, for “the general limit in a magistrates’ court” in subsection (2)(b)(i) substitute “ six months ”.
(1) The Secretary of State may provide by regulations that a person who, at a time when he is subject to foreign restrictions—
(a) is a director of a UK company, or
(b) is involved in the management of a UK company,
is personally responsible for all debts and other liabilities of the company incurred during that time.
(2) A person who is personally responsible by virtue of this section for debts and other liabilities of a company is jointly and severally liable in respect of those debts and liabilities with—
(a) the company, and
(b) any other person who (whether by virtue of this section or otherwise) is so liable.
(3) For the purposes of this section a person is involved in the management of a company if he is concerned, whether directly or indirectly, or takes part, in the management of the company.
(4) The regulations may make different provision for different cases and may in particular distinguish between cases by reference to—
(a) the conduct on the basis of which the person became subject to foreign restrictions;
(b) the nature of the foreign restrictions;
(c) the country or territory under whose law the foreign restrictions were imposed.
(5) Regulations under this section are subject to affirmative resolution procedure.
1188 Statements from persons subject to foreign restrictions
(1) The Secretary of State may make provision by regulations requiring a person who—
(a) is subject to foreign restrictions, and
(b) is not disqualified under this Part,
to send a statement to the registrar if he does anything that, if done by a person disqualified under this Part, would be in breach of the disqualification.
(2) The statement must include such information as may be specified in the regulations relating to—
(a) the person's activities in relation to UK companies, and
(b) the foreign restrictions to which the person is subject.
(3) The statement must be sent to the registrar within such period as may be specified in the regulations.
(4) The regulations may make different provision for different cases and may in particular distinguish between cases by reference to—
(a) the conduct on the basis of which the person became subject to foreign restrictions;
(b) the nature of the foreign restrictions;
(c) the country or territory under whose law the foreign restrictions were imposed.
(5) Regulations under this section are subject to affirmative resolution procedure.
(1) Regulations under section 1188 ... (statements required to be sent to registrar) may provide that a statement sent to the registrar of companies under the regulations is to be treated as a record relating to a company for the purposes of section 1080 (the companies register).
(2) The regulations may make provision as to the circumstances in which such a statement is to be, or may be—
(a) withheld from public inspection, or
(b) removed from the register.
(3) The regulations may, in particular, provide that a statement is not to be withheld from public inspection or removed from the register unless the person to whom it relates provides such information, and satisfies such other conditions, as may be specified.
(4) The regulations may provide that section 1081 (note of removal of material from the register) does not apply, or applies with such modifications as may be specified, in the case of material removed from the register under the regulations.
(5) In this section “specified” means specified in the regulations.
(1) Regulations under section 1188 ... may provide that it is an offence for a person—
(a) to fail to comply with a requirement under the regulations to send a statement to the registrar;
(b) knowingly or recklessly to send a statement under the regulations to the registrar that is misleading, false or deceptive in a material particular.
(2) The regulations may provide that a person guilty of such an offence 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 the general limit in a magistrates’ court 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).
(3) In relation to an offence committed before 2 May 2022, for “the general limit in a magistrates’ court” in subsection (2)(b)(i) substitute “ six months ”.
(1) Subject to any express provision to the contrary, this Chapter applies to any person carrying on business in the United Kingdom.
(2) The provisions of this Chapter do not prevent—
(a) an individual carrying on business under a name consisting of his surname without any addition other than a permitted addition, or
(b) individuals carrying on business in partnership under a name consisting of the surnames of all the partners without any addition other than a permitted addition.
(3) The following are the permitted additions—
(a) in the case of an individual, his forename or initial;
(b) in the case of a partnership—
(i) the forenames of individual partners or the initials of those forenames, or
(ii) where two or more individual partners have the same surname, the addition of “s” at the end of that surname;
(c) in either case, an addition merely indicating that the business is carried on in succession to a former owner of the business.
1193 Name suggesting connection with government or public authority
(1) A person must not, without the approval of the Secretary of State, carry on business in the United Kingdom under a name that would be likely to give the impression that the business is connected with—
(a) Her Majesty's Government, any part of the Scottish administration , the Welsh Assembly Government or Her Majesty's Government in Northern Ireland,
(b) any local authority, or
(c) any public authority specified for the purposes of this section by regulations made by the Secretary of State.
(2) For the purposes of this section—
“local authority” means—
a local authority within the meaning of the Local Government Act 1972 (c. 70), the Common Council of the City of London or the Council of the Isles of Scilly,
a council constituted under section 2 of the Local Government etc. (Scotland) Act 1994 (c. 39), or
a district council in Northern Ireland;
“public authority” includes any person or body having functions of a public nature.
(3) Regulations under this section are subject to affirmative resolution procedure.
(4) A person who contravenes this section commits an offence.
(5) Where an offence under this section is committed by a body corporate, an offence is also committed by every officer of the body who is in default.
(6) 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) A person must not, without the approval of the Secretary of State, carry on business in the United Kingdom under a name that includes a word or expression for the time being specified in regulations made by the Secretary of State under this section.
(2) Regulations under this section are subject to approval after being made.
(3) A person who contravenes this section commits an offence.
(4) Where an offence under this section is committed by a body corporate, an offence is also committed by every officer of the body 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.
1195 Requirement to seek comments of government department or other relevant body
(1) The Secretary of State may by regulations under—
(a) section 1193 (name suggesting connection with government or public authority), or
(b) section 1194 (other sensitive words or expressions),
require that, in connection with an application for the approval of the Secretary of State under that section, the applicant must seek the view of a specified Government department or other body.
(2) Where such a requirement applies, the applicant must request the specified department or other body (in writing) to indicate whether (and if so why) it has any objections to the proposed name.
(3) He must submit to the Secretary of State a statement that such a request has been made and a copy of any response received from the specified body.
(4) If these requirements are not complied with, the Secretary of State may refuse to consider the application for approval.
(5) In this section “specified” means specified in the regulations.
(1) This section applies to approval given for the purposes of—
section 1193 (name suggesting connection with government or public authority), or
section 1194 (other sensitive words or expressions).
(2) If it appears to the Secretary of State that there are overriding considerations of public policy that require such approval to be withdrawn, the approval may be withdrawn by notice in writing given to the person concerned.
(3) The notice must state the date as from which approval is withdrawn.
1196A Names suggesting connection with foreign governments etc
(1) A person must not carry on business in the United Kingdom under a name that would be likely to give the false impression that the business is connected with—
(a) a foreign government or an agency or authority of a foreign government, or
(b) an international organisation whose members include two or more countries or territories (or their governments).
(2) A person who contravenes this section commits an offence.
(3) Where an offence under this section is committed by a body corporate, an offence is also committed by every officer of the body 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.
1197 Name containing inappropriate indication of company type or legal form
(1) The Secretary of State may make provision by regulations prohibiting a person from carrying on business in the United Kingdom under a name consisting of or containing specified words, expressions or other indications—
(a) that are associated with a particular type of company or form of organisation, or
(b) that are similar to words, expressions or other indications associated with a particular type of company or form of organisation.
(2) The regulations may prohibit the use of words, expressions or other indications—
(a) in a specified part, or otherwise than in a specified part, of a name;
(b) in conjunction with, or otherwise than in conjunction with, such other words, expressions or indications as may be specified.
(3) In this section “specified” means specified in the regulations.
(4) Regulations under this section are subject to negative resolution procedure.
(5) A person who uses a name in contravention of regulations under this section commits an offence.
(6) Where an offence under this section is committed by a body corporate, an offence is also committed by every officer of the body who is in default.
(7) 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.
1198 Name giving misleading indication of activities
(1) A person must not carry on business in the United Kingdom under a name that gives so misleading an indication of the nature of the activities of the business as to pose a risk of harm to the public in the United Kingdom or elsewhere.
(2) A person who uses a name in contravention of this section commits an offence.
(3) Where an offence under this section is committed by a body corporate, an offence is also committed by every officer of the body 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.
1198A Name that a company has been required to change
(1) Where a relevant direction has been given to a company to change its name, or it has been ordered under section 73 to change its name, the company must not carry on business in the United Kingdom under the name that it was directed or ordered to change, except as mentioned in subsection (2).
(2) Subsection (1) does not prevent the use by a company of a name if—
(a) the period for complying with the direction or order has not yet expired,
(b) the company complied with the direction or order and has since become registered with the name again following approval given under section 57B, or
(c) the direction was given, or the order was made, before section 25 of the Economic Crime and Corporate Transparency Act 2023 came fully into force.
(3) If a company uses a name in contravention of 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.
(5) In this section—
“company” includes an overseas company;
“relevant direction” means a direction under section 67, 75, 76, 76A or 76B, other than a direction under section 76B(1)(b) given on the basis that, at the time at which a company’s name was registered, the Secretary of State had proper grounds for forming the opinion mentioned in section 57A.
1198B Name that another company has been required to change
(1) Where a relevant direction has been given to a company to change its name, or it has been ordered under section 73 to change its name, another company must not carry on business in the United Kingdom under the name that the first company was directed or ordered to change if there is a person who has, or has had, a relevant relationship with both companies.
(2) Subsection (1) does not prevent the use by a company of a name if—
(a) it is registered under this Act by that name,
(b) the period for complying with the direction or order has not yet expired, or
(c) the direction was given, or the order was made, before section 26 of the Economic Crime and Corporate Transparency Act 2023 came fully into force.
(3) For the purposes of subsection (1) it is irrelevant whether the person has, or has had, a relevant relationship with both companies at the same time.
(4) For the purposes of this section a person has a “relevant relationship” with a company if the person is—
(a) an officer, or
(b) a member or former member.
(5) If a company uses a name in contravention of this section an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(6) 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.
(7) In this section—
“company” includes an overseas company;
“relevant direction” means a direction under section 67, 75, 76A or 76B, other than a direction under section 76B(1)(b) given on the basis that, at the time at which a company’s name was registered, the Secretary of State had proper grounds for forming the opinion mentioned in section 57A.
(1) This section has effect in relation to—
sections 1192 to 1196 (sensitive words or expressions), and
section 1197 (inappropriate indication of company type or legal form).
(2) Those sections do not apply to the carrying on of a business by a person who—
(a) carried on the business immediately before the date on which this Chapter came into force, and
(b) continues to carry it on under the name that immediately before that date was its lawful business name.
(3) Where—
(a) a business is transferred to a person on or after the date on which this Chapter came into force, and
(b) that person carries on the business under the name that was its lawful business name immediately before the transfer,
those sections do not apply in relation to the carrying on of the business under that name during the period of twelve months beginning with the date of the transfer.
(4) In this section “lawful business name”, in relation to a business, means a name under which the business was carried on without contravening—
(a) section 2(1) of the Business Names Act 1985 (c. 7) or Article 4(1) of the Business Names (Northern Ireland) Order 1986 (S.I. 1986/1033 N.I. 7)), or
(b) after this Chapter has come into force, the provisions of this Chapter.
(1) The Secretary of State may, by written notice given to a person, provide that a prohibition imposed by this Chapter does not apply in relation to the carrying on of a business by that person under a name specified in the notice, if satisfied that to do so is necessary—
(a) in the interests of national security, or
(b) for the purposes of preventing or detecting serious crime.
(2) For the purposes of subsection (1)(b)—
(a) “crime” means conduct which—
(i) constitutes a criminal offence, or
(ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and
(b) crime is “serious” if—
(i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or
(ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.
(1) This Chapter applies to an individual or partnership carrying on business in the United Kingdom under a business name.
References in this Chapter to “a person to whom this Chapter applies” are to such an individual or partnership.
(2) For the purposes of this Chapter a “business name” means a name other than—
(a) in the case of an individual, his surname without any addition other than a permitted addition;
(b) in the case of a partnership—
(i) the surnames of all partners who are individuals, and
(ii) the corporate names of all partners who are bodies corporate,
without any addition other than a permitted addition.
(3) The following are the permitted additions—
(a) in the case of an individual, his forename or initial;
(b) in the case of a partnership—
(i) the forenames of individual partners or the initials of those forenames, or
(ii) where two or more individual partners have the same surname, the addition of “s” at the end of that surname;
(c) in either case, an addition merely indicating that the business is carried on in succession to a former owner of the business.
(1) The “information required by this Chapter” is—
(a) in the case of an individual, the individual's name;
(b) in the case of a partnership, the name of each member of the partnership;
and, in relation to each person so named, an address at which service of any document relating in any way to the business will be effective.
(2) If the individual or partnership has a place of business in the United Kingdom, the address must be in the United Kingdom.
(3) If the individual or partnership does not have a place of business in the United Kingdom, the address must be an address at which service of documents can be effected by physical delivery and the delivery of documents is capable of being recorded by the obtaining of an acknowledgement of delivery.
(1) A person to whom this Chapter applies must state the information required by this Chapter, in legible characters, on all—
(a) business letters,
(b) written orders for goods or services to be supplied to the business,
(c) invoices and receipts issued in the course of the business, and
(d) written demands for payment of debts arising in the course of the business.
This subsection has effect subject to section 1203 (exemption for large partnerships if certain conditions met).
(2) A person to whom this Chapter applies must secure that the information required by this Chapter is immediately given, by written notice, to any person with whom anything is done or discussed in the course of the business and who asks for that information.
(3) The Secretary of State may by regulations require that such notices be given in a specified form.
(4) Regulations under this section are subject to negative resolution procedure.
1203 Exemption for large partnerships if certain conditions met
(1) Section 1202(1) (disclosure required in business documents) does not apply in relation to a document issued by a partnership of more than 20 persons if the following conditions are met.
(2) The conditions are that—
(a) the partnership maintains at its principal place of business a list of the names of all the partners,
(b) no partner's name appears in the document, except in the text or as a signatory, and
(c) the document states in legible characters the address of the partnership's principal place of business and that the list of the partners' names is open to inspection there.
(3) Where a partnership maintains a list of the partners' names for the purposes of this section, any person may inspect the list during office hours.
(4) Where an inspection required by a person in accordance with this section is refused, an offence is committed by any member of the partnership concerned who without reasonable excuse refused the inspection or permitted it to be refused.
(5) A person guilty of an offence under subsection (4) 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) A person to whom this Chapter applies must, in any premises—
(a) where the business is carried on, and
(b) to which customers of the business or suppliers of goods or services to the business have access,
display in a prominent position, so that it may easily be read by such customers or suppliers, a notice containing the information required by this Chapter.
(2) The Secretary of State may by regulations require that such notices be displayed in a specified form.
(3) Regulations under this section are subject to negative resolution procedure.
1205 Criminal consequences of failure to make required disclosure
(1) A person who without reasonable excuse fails to comply with the requirements of—
section 1202 (disclosure required: business documents etc), or
section 1204 (disclosure required: business premises),
commits an offence.
(2) Where an offence under this section is committed by a body corporate, an offence is also committed by every officer of the body who is in default.
(3) 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.
(4) References in this section to the requirements of section 1202 or 1204 include the requirements of regulations under that section.
1206 Civil consequences of failure to make required disclosure
(1) This section applies to any legal proceedings brought by a person to whom this Chapter applies to enforce a right arising out of a contract made in the course of a business in respect of which he was, at the time the contract was made, in breach of section 1202(1) or (2) (disclosure in business documents etc) or section 1204(1) (disclosure at business premises).
(2) The proceedings shall be dismissed if the defendant (in Scotland, the defender) to the proceedings shows—
(a) that he has a claim against the claimant (pursuer) arising out of the contract that he has been unable to pursue by reason of the latter's breach of the requirements of this Chapter, or
(b) that he has suffered some financial loss in connection with the contract by reason of the claimant's (pursuer's) breach of those requirements,
unless the court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.
(3) References in this section to the requirements of this Chapter include the requirements of regulations under this Chapter.
(4) This section does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person.
1207 Application of general provisions about offences
The provisions of sections 1121 to 1123 (liability of officer in default) and 1125 to 1131 (general provisions about offences) apply in relation to offences under this Part as in relation to offences under the Companies Acts.
In this Part—
“business” includes a profession;
“initial” includes any recognised abbreviation of a name;
“partnership” means—
a partnership within the Partnership Act 1890 (c. 39), or
a limited partnership registered under the Limited Partnerships Act 1907 (c. 24),
or a firm or entity of a similar character formed under the law of a country or territory outside the United Kingdom;
“surname”, in relation to a peer or person usually known by a British title different from his surname, means the title by which he is known.
The main purposes of this Part are—
(a) to secure that only persons who are properly supervised and appropriately qualified are appointed as statutory auditors, and
(b) to secure that audits by persons so appointed are carried out properly, with integrity and with a proper degree of independence.
(1) In this Part “statutory auditor” means—
(a) a person appointed as auditor under Part 16 of this Act,
(b) a person appointed as auditor under section 77 of or Schedule 11 to the Building Societies Act 1986 (c. 53),
(c) a person appointed as auditor of a friendly society under section 72 of or Schedule 14 to the Friendly Societies Act 1992, where that society is—
(i) an insurer, or
(ii) an issuer whose transferable securities are admitted to trading on a UK regulated market;
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(e) a person appointed as auditor for the purposes of regulation 5 of the Insurance Accounts Directive (Lloyd's Syndicate and Aggregate Accounts) Regulations 2008 or appointed to report on the “aggregate accounts” within the meaning of those Regulations,
(f) a person appointed as auditor of an insurance undertaking for the purposes of the Insurance Accounts Directive (Miscellaneous Insurance Undertakings) Regulations 2008,
(g) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(h) a person appointed as auditor of a prescribed person under a prescribed enactment authorising or requiring the appointment;
and the expressions “statutory audit” and “statutory audit work” are to be construed accordingly.
(2) In this Part “audited person” means the person in respect of whom a statutory audit is conducted.
(3) In subsection (1)—
...
“friendly society” means a friendly society within the meaning of the Friendly Societies Act 1992 (c. 40);
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
“insurer” means a person who would be an insurance undertaking, as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 of the European Parliament and of the Council on the annual accounts and consolidated accounts of insurance undertakings as that Article had effect immediately before IP completion day, were the United Kingdom a member State;
“issuer” has the same meaning as in Part 6 of the Financial Services and Markets Act 2000 (see section 102A(6));
“prescribed” means prescribed, or of a description prescribed, by order made by the Secretary of State for the purposes of subsection (1)(h).
...
(4) An order under this section is subject to negative resolution procedure.
1211 Eligibility for appointment as a statutory auditor: overview
A person is eligible for appointment as a statutory auditor only if the person is so eligible—
(a) by virtue of Chapter 2 (individuals and firms), or
(b) by virtue of Chapter 3 (Comptroller and Auditor General, etc).
1212 Individuals and firms: eligibility for appointment as a statutory auditor
(1) An individual or firm is eligible for appointment as a statutory auditor if the individual or firm—
(a) is a member of a recognised supervisory body, and
(b) is eligible for appointment under the rules of that body.
(2) In the cases to which section 1222 applies (individuals retaining only 1967 Act authorisation) a person's eligibility for appointment as a statutory auditor is restricted as mentioned in that section.
(1) No person may act as statutory auditor of an audited person if he is ineligible for appointment as a statutory auditor.
(2) If at any time during his term of office a statutory auditor becomes ineligible for appointment as a statutory auditor, he must immediately—
(a) resign his office (with immediate effect), and
(b) give notice in writing to the audited person that he has resigned by reason of his becoming ineligible for appointment.
(3) A person is guilty of an offence if—
(a) he acts as a statutory auditor in contravention of subsection (1), or
(b) he fails to give the notice mentioned in paragraph (b) of subsection (2) in accordance with that subsection.
(4) A person guilty of an offence under subsection (3) is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
(5) A person is guilty of an offence if—
(a) he has been convicted of an offence under subsection (3)(a) or this subsection, and
(b) he continues to act as a statutory auditor in contravention of subsection (1) after the conviction.
(6) A person is guilty of an offence if—
(a) he has been convicted of an offence under subsection (3)(b) or this subsection, and
(b) he continues, after the conviction, to fail to give the notice mentioned in subsection (2)(b).
(7) A person guilty of an offence under subsection (5) or (6) is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding one-tenth of the statutory maximumone-tenth of the greater of £5,000 or the amount corresponding to level 4 on the standard scale for summary offences for each day on which the act or the failure continues.
(8) In proceedings against a person for an offence under this section it is a defence for him to show that he did not know and had no reason to believe that he was, or had become, ineligible for appointment as a statutory auditor.
(1) A person may not act as statutory auditor of an audited person if one or more of subsections (2), (3) and (4) apply to him.
(2) This subsection applies if the person is—
(a) an officer or employee of the audited person, or
(b) a partner or employee of such a person, or a partnership of which such a person is a partner.
(3) This subsection applies if the person is—
(a) an officer or employee of an associated undertaking of the audited person, or
(b) a partner or employee of such a person, or a partnership of which such a person is a partner.
(4) This subsection applies if there exists, between—
(a) the person or an associate of his, and
(b) the audited person or an associated undertaking of the audited person,
a connection of any such description as may be specified by regulations made by the Secretary of State.
(5) An auditor of an audited person is not to be regarded as an officer or employee of the person for the purposes of subsections (2) and (3).
(6) In this section “associated undertaking”, in relation to an audited person, means—
(a) a parent undertaking or subsidiary undertaking of the audited person, or
(b) a subsidiary undertaking of a parent undertaking of the audited person.
(7) Regulations under subsection (4) are subject to negative resolution procedure.
(1) If at any time during his term of office a statutory auditor becomes prohibited from acting by section 1214(1), he must immediately—
(a) resign his office (with immediate effect), and
(b) give notice in writing to the audited person that he has resigned by reason of his lack of independence.
(2) A person is guilty of an offence if—
(a) he acts as a statutory auditor in contravention of section 1214(1), or
(b) he fails to give the notice mentioned in paragraph (b) of subsection (1) in accordance with that subsection.
(3) A person guilty of an offence under subsection (2) is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
(4) A person is guilty of an offence if—
(a) he has been convicted of an offence under subsection (2)(a) or this subsection, and
(b) he continues to act as a statutory auditor in contravention of section 1214(1) after the conviction.
(5) A person is guilty of an offence if—
(a) he has been convicted of an offence under subsection (2)(b) or this subsection, and
(b) after the conviction, he continues to fail to give the notice mentioned in subsection (1)(b).
(6) A person guilty of an offence under subsection (4) or (5) is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding one-tenth of the statutory maximumone-tenth of the greater of £5,000 or the amount corresponding to level 4 on the standard scale for summary offences for each day on which the act or the failure continues.
(7) In proceedings against a person for an offence under this section it is a defence for him to show that he did not know and had no reason to believe that he was, or had become, prohibited from acting as statutory auditor of the audited person by section 1214(1).
(1) This section applies where a partnership constituted under the law of—
(a) England and Wales,
(b) Northern Ireland, or
(c) any other country or territory in which a partnership is not a legal person,
is by virtue of this Chapter appointed as statutory auditor of an audited person.
(2) Unless a contrary intention appears, the appointment is an appointment of the partnership as such and not of the partners.
(3) Where the partnership ceases, the appointment is to be treated as extending to—
(a) any appropriate partnership which succeeds to the practice of that partnership, or
(b) any other appropriate person who succeeds to that practice having previously carried it on in partnership.
(4) For the purposes of subsection (3)—
(a) a partnership is to be regarded as succeeding to the practice of another partnership only if the members of the successor partnership are substantially the same as those of the former partnership, and
(b) a partnership or other person is to be regarded as succeeding to the practice of a partnership only if it or he succeeds to the whole or substantially the whole of the business of the former partnership.
(5) Where the partnership ceases and the appointment is not treated under subsection (3) as extending to any partnership or other person, the appointment may with the consent of the audited person be treated as extending to an appropriate partnership, or other appropriate person, who succeeds to—
(a) the business of the former partnership, or
(b) such part of it as is agreed by the audited person is to be treated as comprising the appointment.
(6) For the purposes of this section, a partnership or other person is “appropriate” if it or he—
(a) is eligible for appointment as a statutory auditor by virtue of this Chapter, and
(b) is not prohibited by section 1214(1) from acting as statutory auditor of the audited person.
(1) In this Part a “supervisory body” means a body established in the United Kingdom (whether a body corporate or an unincorporated association) which maintains and enforces rules as to—
(a) the eligibility of persons for appointment as a statutory auditor, and
(b) the conduct of statutory audit work,
which are binding on persons seeking appointment or acting as a statutory auditor . . . because they are members of that body . . . .
(1A) The rules referred to in paragraphs 9(1A) and 10C(3) (bar on appointment as director or other officer), paragraph 9(3)(b) (confidentiality of information) and paragraph 12(3)(b)(v) (temporary prohibition from exercising functions in a firm) of Schedule 10 must also be binding on persons who—
(a) have sought appointment or acted as a statutory auditor, and
(b) have been members of the body at any time after the commencement of this Part.
(2) In this Part references to the members of a supervisory body are to the persons who, whether or not members of the body, are subject to its rules in seeking appointment or acting as a statutory auditor.
(3) In this Part references to the rules of a supervisory body are to the rules (whether or not laid down by the body itself) which the body or the competent authority has power to enforce and which are relevant for the purposes of this Part.
This includes rules relating to the admission or expulsion of members of the body, so far as relevant for the purposes of this Part.
(4) Schedule 10 has effect with respect to the recognition of supervisory bodies for the purposes of this Part.