Law
Companies Act 1989
United Kingdom · statute
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In force since 2024-01-04, as the publisher states.
Copy read on 2026-11-08. The page it was read from
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.
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Contents: 220 provisions
- Title and introductory text
- 1 Introduction.
- 2 Accounting records.
- 3 A company’s financial year and accounting reference periods.
- 4 Individual company accounts.
- 5 Group accounts.
- 6 Additional disclosure required in notes to accounts.
- 7 Approval and signing of accounts.
- 8 Directors’ report.
- 9 Auditors’ report.
- 10 Publication of accounts and reports.
- 11 Laying and delivering of accounts and reports.
- 12 Remedies for failure to comply with accounting requirements.
- 13 Small and medium-sized companies and groups.
- 14 Dormant companies.
- 15 Public listed companies: provision of summary financial statement.
- 16 Private companies: election to dispense with laying of accounts and reports before general meeting.
- 17 Unlimited companies: exemption from requirement to deliver accounts and reports.
- 18 Banking and insurance companies and groups: special provisions.
- 19 Accounting standards.
- 20 Power to alter accounting requirements.
- 21 Parent and subsidiary undertakings.
- 22 Other interpretation provisions.
- 23 Consequential amendments.
- 24 Introduction.
- 25 Eligibility for appointment.
- 26 Effect of appointment of partnership.
- 27 Ineligibility on ground of lack of independence.
- 28 Effect of ineligibility.
- 29 Power of Secretary of State to require second audit.
- 30 Supervisory bodies.
- 31 Meaning of “appropriate qualification”.
- 32 Qualifying bodies and recognised professional qualifications.
- 33 Approval of overseas qualifications.
- 34 Eligibility of individuals retaining only 1967 Act authorisation.
- 35 The register of auditors.
- 36 Information about firms to be available to public.
- 37 Matters to be notified to the Secretary of State.
- 38 Power to call for information.
- 39 Compliance orders.
- 40 Directions to comply with international obligations.
- 41 False and misleading statements.
- 42 Offences by bodies corporate, partnerships and unincorporated associations.
- 43 Time limits for prosecution of offences.
- 44 Jurisdiction and procedure in respect of offences.
- 45 Fees.
- 46 Delegation of functions of Secretary of State.
- 46A Circumstances in which Secretary of State may delegate functions to existing body
- 47 Restrictive practices.
- 48 Exemption from liability for damages.
- 49 Service of notices.
- 50 Power to make consequential amendments.
- 51 Power to make provision in consequence of changes affecting accountancy bodies.
- 52 Meaning of “associate”.
- 53 Minor definitions.
- 54 Index of defined expressions.
- 55 Investigations by inspectors not leading to published report.
- 56 Production of documents and evidence to inspectors.
- 57 Duty of inspectors to report.
- 58 Power to bring civil proceedings on the company’s behalf.
- 59 Expenses of investigating a company’s affairs.
- 60 Power of Secretary of State to present winding-up petition.
- 61 Inspectors’ reports as evidence.
- 62 Investigation of company ownership.
- 63 Secretary of State’s power to require production of documents.
- 64 Entry and search of premises.
- 65 Provision for security of information obtained.
- 66 Punishment for destroying, mutilating, &c. company documents.
- 67 Punishment for furnishing false information.
- 68 Disclosure of information by Secretary of State or inspector.
- 69 Protection of banking information.
- 70 Investigation of oversea companies.
- 71 Investigation of unregistered companies.
- 72 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 73 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 74 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 75 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 76 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 77 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 78 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 79 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 80 Amendment of the Building Societies Act 1986.
- 81 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 82 Request for assistance by overseas regulatory authority.
- 83 Power to require information, documents or other assistance.
- 84 Exercise of powers by officer, &c.
- 85 Penalty for failure to comply with requirement, &c.
- 86 Restrictions on disclosure of information.
- 87 Exceptions from restrictions on disclosure.
- 88 Exercise of powers in relation to Northern Ireland.
- 89 Prosecutions.
- 90 Offences by bodies corporate, partnerships and unincorporated associations.
- 91 Jurisdiction and procedure in respect of offences.
- 111 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 112 Charitable companies (Scotland).
- 113 Written resolutions of private companies.
- 114 Written resolutions: supplementary provisions.
- 115 Election by private company to dispense with certain requirements.
- 116 Elective resolution of private company.
- 117 Power to make further provision by regulations.
- 118 Introduction.
- 119 Appointment of auditors.
- 120 Rights of auditors.
- 121 Remuneration of auditors.
- 122 Removal, resignation, &c. of auditors.
- 123 Statement by person ceasing to hold office as auditor.
- 124 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 125 Delivery of documents to the registrar.
- 130 Company contracts and execution of documents by companies.
- 134 Disclosure of interests in shares.
- 135 Orders imposing restrictions on shares.
- 136 A company’s registered office.
- 137 Effecting of insurance for officers and auditors of company.
- 138 Increase of limits on certain exemptions.
- 139 Annual returns.
- 140 Floating charges (Scotland).
- 141 Application to declare dissolution of company void.
- 143 Rights of inspection and related matters.
- 144 “Subsidiary”, “holding company” and “wholly-owned subsidiary”.
- 145
- 146 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 147 Undertakings as alternative to merger reference.
- 148 Enforcement of undertakings.
- 149 Temporary restrictions on share dealings.
- 150 Obtaining control by stages.
- 151 False or misleading information.
- 152 Fees.
- 153 Other amendments about mergers and related matters.
- 154 Introduction.
- 155 Market contracts.
- 155A Qualifying collateral arrangements and qualifying property transfers
- 156 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 157
- 158 Modifications of the law of insolvency.
- 159 Proceedings of recognised bodies take precedence over insolvency procedures.
- 160
- 161 Supplementary provisions as to default proceedings.
- 162 Duty to report on completion of default procedings.
- 163 Net sum payable on completion of default proceedings.
- 164 Disclaimer of property, rescission of contracts, &c.
- 165 Adjustment of prior transactions.
- 166 Powers ... to give directions.
- 167 Application to determine whether default proceedings to be taken.
- 168 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 169 Supplementary provisions.
- 170 Certain overseas exchanges and clearing houses.
- 170A Third country central counterparties
- 170B Third country central counterparties: procedure
- 170C Third country CSDs
- 171 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 172 Settlement arrangements provided by the Bank of England.
- 173 Market charges.
- 174 Modifications of the law of insolvency.
- 175 Administration orders, &c.
- 176 Power to make provision about certain other charges.
- 177 Application of margin or default fund contribution not affected by certain other interests.
- 179 Priority of market charge over unpaid vendor’s lien.
- 180 Proceedings against market property by unsecured creditors.
- 181 Power to apply provisions to other cases.
- 182 Powers of court in relation to certain proceedings begun before commencement.
- 182A Recognised central counterparties: disapplication of provisions on mutual credit and set-off
- 183 Insolvency proceedings in other jurisdictions.
- 184 Indemnity for certain acts, &c.
- 185 Power to make further provision by regulations.
- 186 Supplementary provisions as to regulations.
- 187 Construction of references to parties to market contracts.
- 188 Meaning of “default rules” and related expressions.
- 189 Meaning of “relevant office-holder”.
- 189A Meaning of “transfer”
- 190 Minor definitions.
- 191 Index of defined expressions.
- 192 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 193 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 194 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 195 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 196 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 197 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 198 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 199 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 200 Jurisdiction of High Court and Court of Session.
- 201 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 202 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 203 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 204 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 205 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 206 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 207 Transfer of securities.
- 208 Summary proceedings in Scotland for offences in connection with disqualification of directors.
- 209 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 210 Restriction of duty to supply statements of premium income.
- 211 Building societies: miscellaneous amendments.
- 211A “Bank of England”
- 212 Repeals.
- 213 Provisions extending to Northern Ireland.
- 214 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 215 Commencement and transitional provisions.
- 216 Short title.
- SCHEDULE 1
- SCHEDULE 2
- SCHEDULE 3
- SCHEDULE 4
- SCHEDULE 5
- SCHEDULE 6
- SCHEDULE 7
- SCHEDULE 8
- SCHEDULE 9
- SCHEDULE 10 Amendments Consequential on Part I
- SCHEDULE 11
- SCHEDULE 12
- SCHEDULE 13
- SCHEDULE 14 Supervisory and qualifying bodies: Restrictive practices
- SCHEDULE 15 Charges on Property of Oversea Companies
- SCHEDULE 17 Company Contracts, Seals, &c.: Further Provisions
- SCHEDULE 18 “Subsidiary” and related expressions: consequential amendments and savings
- SCHEDULE 19 Minor amendments of the Companies Act 1985
- SCHEDULE 20 Amendments about mergers and related matters
- SCHEDULE 21
- SCHEDULE 22
- SCHEDULE 23
- SCHEDULE 24 Repeals
Proposed changes to this act
No one has proposed a change to this act yet.
220 provisions
80 Amendment of the Building Societies Act 1986.
In section 53 of the Building Societies Act 1986 (confidentiality of information obtained by the Building Societies Commission), in subsection (7)(b) (functions of Secretary of State for purposes of which disclosure may be made) after sub-paragraph (ii) insert— , or (iii) Part II, III or VII of the Companies Act 1989; .
Propose a change81 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a change82 Request for assistance by overseas regulatory authority.
(1) The powers conferred by section 83 are exercisable by the Secretary of State for the purpose of assisting an overseas regulatory authority which has requested his assistance in connection with inquiries being carried out by it or on its behalf. (2) An “overseas regulatory authority” means an authority which in a country or territory outside the United Kingdom exercises— (a) any function corresponding to— (i) any function of the Secretary of State under the Companies Act 1985 or the Companies Act 2006; (ii) any function of the FCA, the PRA or the Bank of England under the Financial Services and Markets Act 2000; (iii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) any function in connection with the investigation of, or the enforcement of rules (whether or not having the force of law) relating to, conduct of the kind prohibited by Part V of the Criminal Justice Act 1993 (insider dealing), or (c) any function prescribed for the purposes of this subsection by order of the Secretary of State, being a function which in the opinion of the Secretary of State relates to companies or financial services. An order under paragraph (c) shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament. (3) The Secretary of State shall not exercise the powers conferred by section 83 unless he and the corresponding UK regulator (if any) are satisfied that the assistance requested by the overseas regulatory authority is for the purposes of its regulatory functions. An authority’s “regulatory functions” means any functions falling within subsection (2) and any other functions relating to companies or financial services. (3A) In subsection (3), “the corresponding UK regulator” means such one or more of the FCA, PRA and the Bank of England as appears to the Secretary of State to exercise functions corresponding to the regulatory functions for the purposes of which the request is made. (4) In deciding whether to exercise those powers the Secretary of State may take into account, in particular— (a) whether corresponding assistance would be given in that country or territory to an authority exercising regulatory functions in the United Kingdom; (b) whether the inquiries relate to the possible breach of a law, or other requirement, which has no close parallel in the United Kingdom or involves the assertion of a jurisdiction not recognised by the United Kingdom; (c) the seriousness of the matter to which the inquiries relate, the importance to the inquiries of the information sought in the United Kingdom and whether the assistance could be obtained by other means; (d) whether it is otherwise appropriate in the public interest to give the assistance sought. (5) Before deciding whether to exercise those powers in a case where the overseas regulatory authority is a banking supervisor, the Secretary of State shall consult the FCA and the PRA. A “banking supervisor” means an overseas regulatory authority with respect to which the FCA or the PRA has notified the Secretary of State, for the purposes of this subsection, that it exercises functions corresponding to those of the body giving the notification in relation to authorised persons with permission under the Financial Services and Markets Act 2000 to accept deposits. (5A) In subsection (5), “authorised person” has the meaning given in the Financial Services and Markets Act 2000 and the references to deposits and their acceptance must be read with— (a) section 22 of that Act; (b) any relevant order under that section; and (c) Schedule 2 to that Act. (6) The Secretary of State may decline to exercise those powers unless the overseas regulatory authority undertakes to make such contribution towards the costs of their exercise as the Secretary of State considers appropriate. (7) References in this section to financial services include, in particular, investment business, insurance and banking.
Propose a change83 Power to require information, documents or other assistance.
(1) The following powers may be exercised in accordance with section 82, if the Secretary of State considers there is good reason for their exercise. (2) The Secretary of State may require any person— (a) to attend before him at a specified time and place and answer questions or otherwise furnish information with respect to any matter relevant to the inquiries, (b) to produce at a specified time and place any specified documents which appear to the Secretary of State to relate to any matter relevant to the inquiries, and (c) otherwise to give him such assistance in connection with the inquiries as he is reasonably able to give. (3) The Secretary of State may examine a person on oath and may administer an oath accordingly. (4) Where documents are produced the Secretary of State may take copies or extracts from them. (5) A person shall not under this section be required to disclose information or produce a document which he would be entitled to refuse to disclose or produce on grounds of legal professional privilege in proceedings in the High Court or on grounds of confidentiality as between client and professional legal adviser in proceedings in the Court of Session, except that a lawyer may be required to furnish the name and address of his client. (6) A statement by a person in compliance with a requirement imposed under this section may be used in evidence against him. (6A) However, in criminal proceedings in which that person is charged with an offence to which this subsection applies— (a) no evidence relating to the statement may be adduced, and (b) no question relating to it may be asked, by or on behalf of the prosecution, unless evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that person. (6B) Subsection (6A) applies to any offence other than— (a) an offence under section 85; (b) an offence under section 2 or 5 of the Perjury Act 1911 (false statements made on oath otherwise than in judicial proceedings or made otherwise than on oath); (c) an offence under section 44(1) or (2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (false statements made on oath or otherwise than on oath); or (d) an offence under Article 7 or 10 of the Perjury (Northern Ireland) Order 1979 (false statements made on oath otherwise than in judicial proceedings or made otherwise than on oath). (7) Where a person claims a lien on a document, its production under this section is without prejudice to his lien. (8) In this section “documents” includes information recorded in any form; and, in relation to information recorded otherwise than in legible form, the power to require its production includes power to require the production of a copy of it in legible form.
Propose a change84 Exercise of powers by officer, &c.
(1) The Secretary of State may authorise an officer of his or any other competent person to exercise on his behalf all or any of the powers conferred by section 83. (2) No such authority shall be granted except for the purpose of investigating— (a) the affairs, or any aspects of the affairs, of a person specified in the authority, or (b) a subject-matter so specified, being a person who, or subject-matter which, is the subject of the inquiries being carried out by or on behalf of the overseas regulatory authority. (3) No person shall be bound to comply with a requirement imposed by a person exercising powers by virtue of an authority granted under this section unless he has, if required, produced evidence of his authority. (4) A person shall not by virtue of an authority under this section be required to disclose any information or produce any documents in respect of which he owes an obligation of confidence by virtue of carrying on the business of banking unless— (a) the imposing on him of a requirement with respect to such information or documents has been specifically authorised by the Secretary of State, or (b) the person to whom the obligation of confidence is owed consents to the disclosure or production. In this subsection “documents” has the same meaning as in section 83. (5) Where the Secretary of State authorises a person other than one of his officers to exercise any powers by virtue of this section, that person shall make a report to the Secretary of State in such manner as he may require on the exercise of those powers and the results of exercising them.
Propose a change85 Penalty for failure to comply with requirement, &c.
(1) A person who without reasonable excuse fails to comply with a requirement imposed on him under section 83 commits an offence and is liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding level 5 on the standard scale, or both. (2) A person who in purported compliance with any such requirement furnishes information which he knows to be false or misleading in a material particular, or recklessly furnishes information which is false or misleading in a material particular, commits an offence and is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or both; (b) on summary conviction, to imprisonment for a term not exceeding six months or to a fine not exceeding the statutory maximum, or both.
Propose a change86 Restrictions on disclosure of information.
(1) This section applies to information relating to the business or other affairs of a person which— (a) is supplied by an overseas regulatory authority in connection with a request for assistance, or (b) is obtained by virtue of the powers conferred by section 83, whether or not any requirement to supply it is made under that section. (2) Except as permitted by section 87 below, such information shall not be disclosed for any purpose— (a) by the primary recipient, or (b) by any person obtaining the information directly or indirectly from him, without the consent of the person from whom the primary recipient obtained the information and, if different, the person to whom it relates. (3) The “primary recipient” means, as the case may be— (a) the Secretary of State, (b) any person authorised under section 84 to exercise powers on his behalf, and (c) any officer or servant of any such person. (4) Information shall not be treated as information to which this section applies if it has been made available to the public by virtue of being disclosed in any circumstances in which, or for any purpose for which, disclosure is not precluded by this section. (5) A person who contravenes this section commits an offence and is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or both; (b) on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding the statutory maximum, or both.
Propose a change87 Exceptions from restrictions on disclosure.
(1) Information to which section 86 applies may be disclosed— (a) to any person with a view to the institution of, or otherwise for the purposes of, relevant proceedings, (b) for the purpose of enabling or assisting a relevant authority to discharge any relevant function (including functions in relation to proceedings), (c) to the Treasury, if the disclosure is made in the interests of investors or in the public interest, (d) if the information is or has been available to the public from other sources, (e) in a summary or collection of information framed in such a way as not to enable the identity of any person to whom the information relates to be ascertained, or (f) in pursuance of any EU obligation. (2) The relevant proceedings referred to in subsection (1)(a) are— (a) any criminal proceedings, (b) civil proceedings arising under or by virtue of the Financial Services and Markets Act 2000 and proceedings before the Upper Tribunal in respect of— (i) a decision of the FCA; (ia) a decision of the PRA; (ii) a decision of the Bank of England; or (iii) a decision of a person relating to the assessment of any compensation or consideration under the Banking (Special Provisions) Act 2008 , the Banking Act 2009 or Schedule 11 to the Financial Services and Markets Act 2023, (c) disciplinary proceedings relating to— (i) the exercise by a relevant lawyer, auditor, accountant, valuer or actuary of his professional duties, or (ii) the discharge by a public servant of his duties. (d) proceedings before the Pensions Regulator Tribunala tribunal in relation to a decision of the Pensions Regulator. (2A) In subsection (2)(c)(i) “relevant lawyer” means— (a) a person who, for the purposes of the Legal Services Act 2007, is an authorised person in relation to an activity which constitutes a reserved legal activity (within the meaning of that Act), (b) a solicitor or barrister in Northern Ireland, or (c) a solicitor or advocate in Scotland. (3) In subsection (2)(c)(ii) “public servant” means an officer or servant of the Crown or of any public or other authority for the time being designated for the purposes of that provision by order of the Secretary of State. (4) The relevant authorities referred to in subsection (1)(b), and the relevant functions in relation to each such authority, are as follows— Authority | Functions The Secretary of State | Functions under— (a)the enactments relating to companies or insolvency; (b)Part 2, this Part or Part 7 of this Act; (c)the Financial Services and Markets Act 2000. The Treasury. | Functions under— (a)this Part or Part 7 of this Act; (b)the Financial Services and Markets Act 2000. An inspector appointed under Part 14 of the Companies Act 1985. | Functions under that Part. A person authorised to exercise powers under section 447 of the Companies Act 1985 or section 84 of this Act. | Functions under that section. A person appointed under— (a)section 167 of the Financial Services and Markets Act 2000 (general investigations), (b)section 168 of that Act (investigations in particular cases), (c)section 169(1)(b) of that Act (investigation in support of overseas regulator), (d)section 284 of that Act (investigations into affairs of certain collective investment schemes), or (e)regulations made as a result of section 262(2)(k) of that Act (investigations into open-ended investment companies),to conduct an investigation. | Functions in relation to the investigation. An overseas regulatory authority. | Its regulatory functions (within the meaning of section 82 of this Act). The Department of Economic Development in Northern Ireland or a person appointed or authorised by that Department. | Functions conferred on it or him by the enactments relating to companies or insolvency. . . . | . . . . . . | . . . . . . | . . . . . . | . . . . . . | . . . . . . | . . . The Bank of England. | Any of its functions The FCA or the PRA. | Functions under the enactments relating to friendly societies, under the Building Societies Act 1986 and under the Financial Services and Markets Act 2000. A body corporate established in accordance with section 212(1) of that Act. | Functions under the Financial Services Compensation Scheme, established in accordance with section 213 of that Act. A recognised investment exchange,recognised clearing house or recognised CSD (as defined by section 285 of that Act). | Functions in its capacity as an exchange clearing house or central securities depository recognised under that Act. A body designated under section 326(1) of the Financial Services and Markets Act 2000. | Functions in its capacity as a body designated under that section. . . . | . . . A body designated by order under section 1252 of the Companies Act 2006. | Functions under Part 42 of the Companies Act 2006. A recognised supervisory or qualifying body within the meaning of Part 42 of the Companies Act 2006. | Functions as such a body. . . . | . . . . . . | . . . The Official Receiver or, in Northern Ireland, the Official Assignee for company liquidations or for bankruptcy. | Functions under the enactments relating to insolvency. A recognised professional body (within the meaning of section 391 of the Insolvency Act 1986). | Functions in its capacity as such a body under the Insolvency Act 1986. . . . | . . . The Pensions Regulator | Functions conferred by or by virtue of— the Pension Schemes Act 1993, the Pensions Act 1995, the Welfare Reform and Pensions Act 1999, the Pensions Act 2004, or any enactment in force in Northern Ireland corresponding to an enactment mentioned in paragraphs (a) to (d) above. The Board of the Pension Protection Fund | Functions conferred by or by virtue of Part 2 of the Pensions Act 2004 or any enactment in force in Northern Ireland corresponding to that Part. The Competition and Markets Authority | Functions under the Financial Services and Markets Act 2000. A person authorised by the Secretary of State under sections 245C of the Companies Act 1985. | Functions relating to the securing of compliance by companies with the accounting requirements of that Act). . . . | . . . The Comptroller and Auditor General. | Functions under Part 2 of the National Audit Act 1983. The Scottish Ministers | Functions under the enactments relating to insolvency The Accountant in Bankruptcy | Functions he has under the enactments relating to insolvency. The Regulator of Community Interest Companies. | Functions under the Companies (Audit, Investigations and Community Enterprise) Act 2004. The Gambling Commission | Functions under— (a) the Gambling Act 2005, (b) sections 5 to 10 and 15 of the National Lottery etc. Act 1993. Note: Article 3(4) of the Companies (Disclosure of Information) (Designated Authorities) (No. 2) Order 2002 restricts the circumstances in which disclosure for the purpose of enabling or assisting the Comptroller and Auditor General to discharge his relevant functions is permitted. (5) The Secretary of State may by order amend the Table in subsection (4) so as to— (a) add any public or other authority to the Table and specify the relevant functions of that authority, (b) remove any authority from the Table, or (c) add functions to, or remove functions from, those which are relevant functions in relation to an authority specified in the Table; and the order may impose conditions subject to which, or otherwise restrict the circumstances in which, disclosure is permitted. (6) An order under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.
Propose a change88 Exercise of powers in relation to Northern Ireland.
(1) The following provisions apply where it appears to the Secretary of State that a request for assistance by an overseas regulatory authority may involve the powers conferred by section 83 being exercised in Northern Ireland in relation to matters which are transferred matters within the meaning of the Northern Ireland Constitution Act 1973. (2) The Secretary of State shall before deciding whether to accede to the request consult the Department of Economic Development in Northern Ireland, and if he decides to accede to the request and it appears to him— (a) that the powers should be exercised in Northern Ireland, and (b) that the purposes for which they should be so exercised relate wholly or primarily to transferred matters, he shall by instrument in writing authorise the Department to exercise in Northern Ireland his powers under section 83. (3) The following provisions have effect in relation to the exercise of powers by virtue of such an authority with the substitution for references to the Secretary of State of references to the Department of Economic Development in Northern Ireland— (a) section 84 (exercise of powers by officer, &c.), (b) section 449 of the Companies Act 1985 and sections 86 and 87 above (restrictions on disclosure of information); (c) section 89 (authority for institution of criminal proceedings); and references to the Secretary of State in other enactments which proceed by reference to those provisions shall be construed accordingly as being or including references to the Department. (4) The Secretary of State may after consultation with the Department of Economic Development in Northern Ireland revoke an authority given to the Department under this section. (5) In that case nothing in the provisions referred to in subsection (3)(b) shall apply so as to prevent the Department from giving the Secretary of State any information obtained by virtue of the authority; and (without prejudice to their application in relation to disclosure by the Department) those provisions shall apply to the disclosure of such information by the Secretary of State as if it had been obtained by him in the first place. (6) Nothing in this section affects the exercise by the Secretary of State of any powers in Northern Ireland— (a) in a case where at the time of acceding to the request it did not appear to him that the circumstances were such as to require him to authorise the Department of Economic Development in Northern Ireland to exercise those powers, or (b) after the revocation by him of any such authority; and no objection shall be taken to anything done by or in relation to the Secretary of State or the Department on the ground that it should have been done by or in relation to the other.
Propose a change89 Prosecutions.
Proceedings for an offence under section 85 or 86 shall not be instituted— (a) in England and Wales, except by or with the consent of the Secretary of State or the Director of Public Prosecutions; (b) in Northern Ireland, except by or with the consent of the Secretary of State or the Director of Public Prosecutions for Northern Ireland.
Propose a change90 Offences by bodies corporate, partnerships and unincorporated associations.
(1) Where an offence under section 85 or 86 committed by a body corporate is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, a director, manager, secretary or other similar officer of the body, or a person purporting to act in any such capacity, he as well as the body corporate is guilty of the offence and liable to be proceeded against and punished accordingly. (2) Where the affairs of a body corporate are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with his functions of management as to a director of a body corporate. (3) Where an offence under section 85 or 86 committed by a partnership is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, a partner, he as well as the partnership is guilty of the offence and liable to be proceeded against and punished accordingly. (4) Where an offence under section 85 or 86 committed by an unincorporated association (other than a partnership) is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, any officer of the association or any member of its governing body, he as well as the association is guilty of the offence and liable to be proceeded against and punished accordingly.
Propose a change91 Jurisdiction and procedure in respect of offences.
(1) Summary proceedings for an offence under section 85 may, without prejudice to any jurisdiction exercisable apart from this section, be taken against a body corporate or unincorporated association at any place at which it has a place of business and against an individual at any place where he is for the time being. (2) Proceedings for an offence alleged to have been committed under section 85 or 86 by an unincorporated association shall be brought in the name of the association (and not in that of any of its members), and for the purposes of any such proceedings any rules of court relating to the service of documents apply as in relation to a body corporate. (3) Section 33 of the Criminal Justice Act 1925 and Schedule 3 to the Magistrates’ Courts Act 1980 (procedure on charge of offence against a corporation) apply in a case in which an unincorporated association is charged in England and Wales with an offence under section 85 or 86 as they apply in the case of a corporation. (4) In relation to proceedings on indictment in Scotland for an offence alleged to have been committed under section 85 or 86 by an unincorporated association, section 70 of the Criminal Procedure (Scotland) Act 1995 (proceedings on indictment against bodies corporate) applies as if the association were a body corporate. (5) Section 18 of the Criminal Justice Act (Northern Ireland) 1945 and Schedule 4 to the Magistrates’ Courts (Northern Ireland) Order 1981 (procedure on charge of offence against a corporation) apply in a case in which an unincorporated association is charged in Northern Ireland with an offence under section 85 or 86 as they apply in the case of a corporation. (6) A fine imposed on an unincorporated association on its conviction of such an offence shall be paid out of the funds of the association.
Propose a change111 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a change112 Charitable companies (Scotland).
(1) In the following provisions (which extend to Scotland only)— (a) “company” means a company registered under the Companies Act 2006; and (b) “charity” means a body entered in the Scottish Charity Register. (2) Where a charity is a company or other body corporate having power to alter the instruments establishing or regulating it as a body corporate, no exercise of that power which has the effect of the body ceasing to be a charity shall be valid so as to affect the application of— (a) any property acquired by virtue of any transfer, contract or obligation previously effected otherwise than for full consideration in money or money’s worth, or any property representing property so acquired, (b) any property representing income which has accrued before the alteration is made, or (c) the income from any such property as aforesaid. (3) Sections 39 and 40 of the Companies Act 2006 (company’s capacity and power of directors to bind company) do not apply to the acts of a company which is a charity except in favour of a person who— (a) gives full consideration in money or money’s worth in relation to the act in question, and (b) does not know that the act is not permitted by the company’s constitution or, as the case may be, is beyond the powers of the directors, or who does not know at the time the act is done that the company is a charity. (4) However, where such a company purports to transfer or grant an interest in property, the fact that the act was not permitted by the company’s constitution or, as the case may be, that the directors in connection with the act exceeded any limitation on their powers under the company’s constitution, does not affect the title of a person who subsequently acquires the property or any interest in it for full consideration without actual notice of any such circumstances affecting the validity of the company’s act. (5) In any proceedings arising out of subsection (3) the burden of proving— (a) that a person knew that an act was not permitted by the company’s constitution or was beyond the powers of the directors, or (b) that a person knew that the company was a charity, lies on the person making that allegation. (6) Where a company is a charity and its name does not include the word “charity” or the word “charitable”, the fact that the company is a charity shall be stated in English in legible characters— (a) in all business letters of the company, (b) in all its notices and other official publications, (c) in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company, (d) in all conveyances purporting to be executed by the company, and (e) in all its bills of parcels, invoices, receipts and letters of credit. (7) In subsection (6)(d) “conveyance” means any document for the creation, transfer, variation or extinction of an interest in land. (8) If a company fails to comply with subsection (6) it commits an offence. (9) An officer of a company, or a person acting on its behalf, who— (a) issues or authorises the issue of any business letter of the company, or any notice or other official publication of the company, in which the statement required by subsection (6) does not appear, or (b) issues or authorises the issue of any bill, invoice, receipt or letter of credit in which the statement required by subsection (6) does not appear, commits an offence. (10) An officer of a company, or a person acting on its behalf, who signs or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque or order for money or goods in which the statement required by subsection (6) does not appear— (a) commits an offence, and (b) is personally liable to the holder of the bill of exchange, promissory note, endorsement, cheque or order for money or goods for the amount of it (unless it is duly paid by the company). (11) A person guilty of an offence under subsection (8), (9) or (10) is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
Propose a change113 Written resolutions of private companies.
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Propose a change114 Written resolutions: supplementary provisions.
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Propose a change115 Election by private company to dispense with certain requirements.
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Propose a change116 Elective resolution of private company.
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) In section 380 (registration of resolutions), in subsection (4) (resolutions to which the section applies), after paragraph (b) insert— (bb) an elective resolution or a resolution revoking such a resolution; .
Propose a change117 Power to make further provision by regulations.
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Propose a change118 Introduction.
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Propose a change119 Appointment of auditors.
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Propose a change120 Rights of auditors.
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Propose a change121 Remuneration of auditors.
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Propose a change122 Removal, resignation, &c. of auditors.
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Propose a change123 Statement by person ceasing to hold office as auditor.
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Propose a change124 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a change125 Delivery of documents to the registrar.
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) For section 707 of the Companies Act 1985 (power of registrar to accept information on microfilm, &c.) substitute— Delivery to the registrar of documents otherwise than in legible form. 707 (1) This section applies to the delivery to the registrar under any provision of the Companies Acts of documents otherwise than in legible form. (2) Any requirement to deliver a document to the registrar, or to deliver a document in the prescribed form, is satisfied by the communication to the registrar of the requisite information in any non-legible form prescribed for the purposes of this section by regulations or approved by the registrar. (3) Where the document is required to be signed or sealed, it shall instead be authenticated in such manner as may be prescribed by regulations or approved by the registrar. (4) The document must— (a) contain in a prominent position the registered number of the company to which it relates, (b) satisfy any requirements prescribed by regulations for the purposes of this section, and (c) be furnished in such manner, and conform to such requirements, as the registrar may specify for the purpose of enabling him to read and copy the document. (5) If a document is delivered to the registrar which does not comply with the requirements of this section, he may serve on the person by whom the document was delivered (or, if there are two or more such persons, on any of them) a notice indicating the respect in which the document does not comply. (6) Where the registrar serves such a notice, then, unless a replacement document— (a) is delivered to him within 14 days after the service of the notice, and (b) complies with the requirements of this section (or section 706) or is not rejected by him for failure to comply with those requirements, the original document shall be deemed not to have been delivered to him. But for the purposes of any enactment imposing a penalty for failure to deliver, so far as it imposes a penalty for continued contravention, no account shall be taken of the period between the delivery of the original document and the end of the period of 14 days after service of the registrar’s notice. (7) The Secretary of State may by regulations make further provision with respect to the application of this section in relation to instantaneous forms of communication. (8) Regulations made for the purposes of this section may make different provision with respect to different descriptions of document and different forms of communication, and as respects delivery to the registrar for England and Wales and delivery to the registrar for Scotland. .
Propose a change130 Company contracts and execution of documents by companies.
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6) The Secretary of State may make provision by regulations applying sections 36 to 36C of the Companies Act 1985 (company contracts; execution of documents; execution of deeds; pre-incorporation contracts, deeds and obligations) to companies incorporated outside Great Britain, subject to such exceptions, adaptations or modifications as may be specified in the regulations. Regulations under this subsection shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament. (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a change134 Disclosure of interests in shares.
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Propose a change135 Orders imposing restrictions on shares.
(1) The Secretary of State may by regulations made by statutory instrument make such amendments of the provisions of the Companies Act 1985 and the Companies Act 2006 relating to orders imposing restrictions on shares as appear to him necessary or expedient— (a) for enabling orders to be made in a form protecting the rights of third parties; (b) with respect to the circumstances in which restrictions may be relaxed or removed; (c) with respect to the making of interim orders by a court. (2) The provisions referred to in subsection (1) are . . . , section 445 and Part XV of the Companies Act 1985 and section 794 of the Companies Act 2006. (3) The regulations may make different provision for different cases and may contain such transitional and other supplementary and incidental provisions as appear to the Secretary of State to be appropriate. (4) Regulations under this section shall not be made unless a draft of the regulations has been laid before Parliament and approved by resolution of each House of Parliament.
Propose a change136 A company’s registered office.
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Propose a change137 Effecting of insurance for officers and auditors of company.
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Propose a change138 Increase of limits on certain exemptions.
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Propose a change139 Annual returns.
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) In Schedule 1 to the Company Directors Disqualification Act 1986 (matters relevant to determining unfitness of directors), in paragraph 4 (failure of company to comply with certain provisions), for sub-paragraphs (f) and (g) substitute— (f) section 363 (duty of company to make annual returns); . (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a change140 Floating charges (Scotland).
(1) In section 463 of the Companies Act 1985 (effect of floating charge on winding up), in subsection (1) for the words “On the commencement of the winding up of a company,” there shall be substituted the words “ Where a company goes into liquidation within the meaning of section 247(2) of the Insolvency Act 1986, ”. (2) Section 464 of the Companies Act 1985 (ranking of floating charges) is amended as follows. (3) In subsection (1)(b) at the beginning there shall be inserted the words “ with the consent of the holder of any subsisting floating charge or fixed security which would be adversely affected, ”. (4) After subsection (1) there shall be inserted the following subsection— (1A) Where an instrument creating a floating charge contains any such provision as is mentioned in subsection (1)(a), that provision shall be effective to confer priority on the floating charge over any fixed security or floating charge created after the date of the instrument. . (5) For subsection (3) there shall be substituted— (3) The order of ranking of the floating charge with any other subsisting or future floating charges or fixed securities over all or any part of the company’s property is determined in accordance with the provisions of subsections (4) and (5) except where it is determined in accordance with any provision such as is mentioned in paragraph (a) or (b) of subsection (1). . (6) In subsection (5) at the end there shall be added the following paragraph— ; and (e) (in the case of a floating charge to secure a contingent liability other than a liability arising under any further advances made from time to time) the maximum sum to which that contingent liability is capable of amounting whether or not it is contractually limited. . (7) In subsection (6) after the words “subject to” there shall be inserted the words “ Part XII and to ”. (8) In section 466 of the Companies Act 1985 (alteration of floating charges), subsections (4) and (5) and in subsection (6) the words “falling under subsection (4) of this section” shall cease to have effect.
Propose a change141 Application to declare dissolution of company void.
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Propose a change143 Rights of inspection and related matters.
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Propose a change144 “Subsidiary”, “holding company” and “wholly-owned subsidiary”.
(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) Schedule 18 contains amendments and savings consequential on the amendments made by this section; and the Secretary of State may by regulations make such further amendments or savings as appear to him to be necessary or expedient. (5) Regulations under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament. (6) So much of section 23(3) of the Interpretation Act 1978 as applies section 17(2)(a) of that Act (presumption as to meaning of references to enactments repealed and re-enacted) to deeds or other instruments or documents does not apply in relation to the repeal and re-enactment by this section of section 736 of the Companies Act 1985.
Propose a change145
The Companies Act 1985 has effect with the further amendments specified in Schedule 19.
Propose a change