Law

Companies Act 1948

United Kingdom · statute

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In force since 1948-06-30, as the publisher states.

Copy read on 2026-11-09. 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: 481 provisions
  1. Title and introductory text
  2. 1 Mode of forming incorporated company.
  3. 2 Requirements with respect to memorandum.
  4. 3 Stamp and signature of memorandum.
  5. 4 Restriction on alteration of memorandum.
  6. 5 Mode in which and extent to which objects of company may be altered.
  7. 6 Articles prescribing regulations for companies.
  8. 7 Regulations required in case of unlimited company or company limited by guarantee.
  9. 8 Adoption and application of Table A.
  10. 9 Printing, stamp, and signature of articles.
  11. 10 Alteration of articles by special resolution.
  12. 11 Statutory forms of memorandum and articles.
  13. 12 Registration of memorandum and articles.
  14. 13 Effect of registration.
  15. 14 Power of company to hold lands.
  16. 15 Conclusiveness of certificate of incorporation.
  17. 16 Registration of unlimited company as limited.
  18. 17 Prohibition of registration of companies by undesirable names.
  19. 18 Change of name.
  20. 19 Power to dispense with “limited ” in name of charitable and other companies.
  21. 20 Effect of memorandum and articles.
  22. 21 Provision as to memorandum and articles of companies limited by guarantee.
  23. 22 Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.
  24. 23 Power to alter conditions in memorandum which could have been contained in articles.
  25. 24 Copies of memorandum and articles to be given to members.
  26. 25 Issued copies of memorandum to embody alterations.
  27. 26 Definition of member.
  28. 27 Membership of holding company.
  29. 28 Meaning of “private company ”.
  30. 29 Consequences of default in complying with conditions constituting a company a private company.
  31. 30 Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be private company.
  32. 31 Members severally liable for debts where business carried on with fewer than seven, or in case of private company two, members.
  33. 32 Form or contracts.
  34. 33 Bills of exchange and promissory notes.
  35. 34 Execution of deeds abroad.
  36. 35 Power for company to have official seal for use abroad.
  37. 36 Authentication of documents.
  38. 37 Dating of prospectus.
  39. 38 Matters to be stated and reports to be set out in prospectus.
  40. 39 Exclusion of foregoing section and relaxation of Fourth Schedule in case of certain prospectuses.
  41. 40 Expert's consent to issue of prospectus containing statement by him.
  42. 41 Registration of prospectus.
  43. 42 Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.
  44. 43 Civil liability for mis-statements in prospectus.
  45. 44 Criminal liability for mis-statements in prospectus.
  46. 45 Document containing offer of shares or debentures for sale to be deemed prospectus.
  47. 46 Interpretation of provisions relating to prospectuses.
  48. 47 Prohibition of allotment unless minimum subscription received.
  49. 48 Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.
  50. 49 Effect of irregular allotment.
  51. 50 Applications for, and allotment of, shares and debentures.
  52. 51 Allotment of shares and debentures to be dealt in on stock exchange.
  53. 52 Return as to allotments.
  54. 53 Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c.
  55. 54 Prohibition of provision of financial assistance by company for purchase of or subscription for its own, or its holding company's, shares.
  56. 55 Construction of references to offering shares or debentures to the public.
  57. 56 Application of premiums received on issue of shares.
  58. 57 Power to issue shares at a discount.
  59. 58 Power to issue redeemable preference shares.
  60. 59 Power of company to arrange for different amounts being paid on shares.
  61. 60 Reserve liability of limited company.
  62. 61 Power of company limited by shares to alter its share capital.
  63. 62 Notice to registrar of consolidation of share capital, conversion of shares into stock, &c.
  64. 63 Notice of increase of share capital.
  65. 64 Power of unlimited company to provide for reserve share capital on re-registration.
  66. 65 Power of company to pay interest out of capital in certain cases.
  67. 66 Special resolution for reduction of share capital.
  68. 67 Application to court for confirming order, objections by creditors, and settlement of list of objecting creditors.
  69. 68 Order confirming reduction and powers of court on making such order.
  70. 69 Registration of order and minute of reduction.
  71. 70 Liability of members in respect of reduced shares.
  72. 71 Penalty for concealing name of creditor, &c.
  73. 72 Rights of holders of special classes of shares.
  74. 73 Nature of shares.
  75. 74 Numbering of shares.
  76. 75 Transfer not to be registered except on production of instrument of transfer.
  77. 76 Transfer by personal representative.
  78. 77 Registration of transfer at request of transferor.
  79. 78 Notice of refusal to register transfer.
  80. 79 Certification of transfers.
  81. 80 Duties of company with respect to issue of certificates.
  82. 81 Certificate to be evidence of title.
  83. 82 Evidence of grant of probate.
  84. 83 Issue and effect of share warrants to bearer.
  85. 84 Penalty for personation of shareholder.
  86. 85 Offences in connection with share warrants in Scotland.
  87. 86 Provisions as to registers of debenture holders.
  88. 87 Rights of inspection of register of debenture holders and to copies of register and trust deed.
  89. 88 Liability of trustees for debenture holders.
  90. 89 Perpetual debentures.
  91. 90 Power to re-issue redeemed debentures in certain cases.
  92. 91 Saving, in case of re-issued debentures, of rights of certain mortgagees.
  93. 92 Specific performance of contracts to subscribe for debentures.
  94. 93 Validity of debentures to bearer in Scotland.
  95. 94 Payment of certain debts out of assets subject to floating charge in priority to claims under the charge.
  96. 95 Registration of charges created by companies registered in England.
  97. 96 Duty of company to register charges created by company.
  98. 97 Duty of company to register charges existing on property acquired.
  99. 98 Register of charges to be kept by registrar of companies.
  100. 99 Endorsement of certificate of registration on debentures.
  101. 100 Entries of satisfaction and release of property from charge.
  102. 101 Rectification of register of charges.
  103. 102 Registration of enforcement of security.
  104. 103 Copies of instruments creating charges to be kept by company.
  105. 104 Company's register of charges.
  106. 105 Right to inspect copies of instruments creating mortgages and charges and company's register of charges.
  107. 106 Application of Part III to charges created, and property subject to charge acquired, by company incorporated outside England.
  108. 107 Registered office of company.
  109. 108 Publication of name by company.
  110. 109 Restrictions on commencement of business.
  111. 110 Register of members.
  112. 111 Index of members.
  113. 112 Provisions as to entries in register in relation to share warrants.
  114. 113 Inspection of register and index.
  115. 114 Consequences of failure to comply with requirements as to register owing to agent's default.
  116. 115 Power to close register.
  117. 116 Power of court to rectify register.
  118. 117 Trusts not to be entered on register in England.
  119. 118 Register to be evidence.
  120. 119 Power for company to keep dominion register.
  121. 120 Regulations as to dominion register.
  122. 121 Stamp duties in case of shares registered in dominion registers.
  123. 122 Power to extend provisions as to dominion registers to other countries.
  124. 123 Provisions as to branch registers of dominion companies kept in the United Kingdom.
  125. 124 Annual return to be made by company having a share capital.
  126. 125 Annual return to be made by company not having a share capital.
  127. 126 Time for completion of annual return.
  128. 127 Documents to be annexed to annual return.
  129. 128 Certificates to be sent by private company with annual return.
  130. 129 Exemption, in certain cases, of private companies from requirements of s.127.
  131. 130 Statutory meeting and statutory report.
  132. 131 Annual general meeting.
  133. 132 Convening of extraordinary general meeting on requisition.
  134. 133 Length of notice for calling meetings.
  135. 134 General provisions as to meetings and votes.
  136. 135 Power of court to order meeting.
  137. 136 Proxies.
  138. 137 Right to demand a poll.
  139. 138 Voting on a poll.
  140. 139 Representation of corporations at meetings of companies and of creditors.
  141. 140 Circulation of members' resolutions, &c.
  142. 141 Extraordinary and special resolutions.
  143. 142 Resolutions requiring special notice.
  144. 143 Registration and copies of certain resolutions and agreements.
  145. 144 Resolutions passed at adjourned meetings.
  146. 145 Minutes of proceedings of meetings of company and of directors and managers.
  147. 146 Inspection of minute books.
  148. 147 Keeping of books of account.
  149. 148 Profit and loss account and balance sheet.
  150. 149 General provisions as to contents and form of accounts.
  151. 150 Obligation to lay group accounts before holding company.
  152. 151 Form of group accounts.
  153. 152 Contents of group accounts.
  154. 153 Financial year of holding company and subsidiary.
  155. 154 Meaning of “holding company ” and “subsidiary ”.
  156. 155 Signing of balance sheet.
  157. 156 Accounts and auditors' report to be annexed to balance sheet.
  158. 157 Directors report to be attached to balance sheet.
  159. 158 Right to receive copies of balance sheets and auditors' report.
  160. 159 Appointment and remuneration of auditors.
  161. 160 Provisions as to resolutions relating to appointment and removal of auditors.
  162. 161 Disqualifications for appointment as auditor.
  163. 162 Auditors' report and right of access to books and to attend and be heard at general meetings.
  164. 163 Construction of references to documents annexed to accounts.
  165. 164 Investigation of company's affairs on application of members.
  166. 165 Investigation of company's affairs in other cases.
  167. 166 Power of inspectors to carry investigation into affairs of related companies.
  168. 167 Production of documents, and evidence, on investigation.
  169. 168 Inspectors' report.
  170. 169 Proceedings on inspectors' report.
  171. 170 Expenses of investigation of company's affairs.
  172. 171 Inspectors' report to be evidence.
  173. 172 Appointment and powers of inspectors to investigate ownership of company.
  174. 173 Power to require information as to persons interested in shares or debentures.
  175. 174 Power to impose restrictions on shares or debentures.
  176. 175 Saving for solicitors and bankers.
  177. 176 Directors.
  178. 177 Secretary.
  179. 178 Prohibition of certain persons being sole director or secretary.
  180. 179 Avoidance of acts done by person in dual capacity as director and secretary.
  181. 180 Validity of acts of directors.
  182. 181 Restrictions on appointment or advertisement of director.
  183. 182 Share qualifications of directors.
  184. 183 Appointment of directors to be voted on individually.
  185. 184 Removal of directors.
  186. 185 Retirement of directors under age limit.
  187. 186 Duty of directors to disclose age to company.
  188. 187 Provisions as to undischarged bankrupts acting as directors.
  189. 188 Power to restrain fraudulent persons from managing companies.
  190. 189 Prohibition of tax-free payments to directors.
  191. 190 Prohibition of loans to directors.
  192. 191 Approval of company requisite for payment by it to director for loss of office, &c.
  193. 192 Approval of company requisite for any payment, in connection with transfer of its property, to director for loss of office, &c.
  194. 193 Duty of director to disclose payment for loss of office, &c, made in connection with transfer of shares in company.
  195. 194 Provisions supplementary to three foregoing sections.
  196. 195 Register of directors' shareholdings, &c.
  197. 196 Particulars in accounts of directors' salaries, pensions, &c.
  198. 197 Particulars in accounts of loans to officers, &c.
  199. 198 General duty to make disclosure for purposes of three foregoing sections.
  200. 199 Disclosure by directors of interests in contracts.
  201. 200 Register of directors and secretaries.
  202. 201 Particulars with respect to directors in trade catalogues, circulars, &c.
  203. 202 Limited company may have directors with unlimited liability.
  204. 203 Special resolution of limited company making liability of directors unlimited.
  205. 204 Provisions as to assignment of office by directors.
  206. 205 Provisions as to liability of officers and auditors.
  207. 206 Power to compromise, with creditors and members.
  208. 207 Information as to compromises with creditors and members.
  209. 208 Provisions for facilitating reconstruction and amalgamation of companies.
  210. 209 Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.
  211. 210 Alternative remedy to winding up in cases of oppression.
  212. 211 Modes of winding up.
  213. 212 Liability as contributories of present and past members.
  214. 213 Definition of “contributory ”.
  215. 214 Nature of liability of contributory.
  216. 215 Contributories in case of death, of member.
  217. 216 Contributories in case of bankruptcy of member.
  218. 217 Provision as to married women.
  219. 218 Jurisdiction to wind up companies registered in England.
  220. 219 Transfer of proceedings from one court to another and statement of case by county court.
  221. 220 Jurisdiction to wind up companies registered in Scotland.
  222. 221 Power in Scotland to remit winding up to Lord Ordinary.
  223. 222 Circumstances in which company may be wound up by court.
  224. 223 Definition of inability to pay debts.
  225. 224 Provisions as to applications for winding up.
  226. 225 Powers of court on hearing petition.
  227. 226 Power to stay or restrain proceedings against company.
  228. 227 Avoidance of dispositions of property, &c, after commencement of winding up.
  229. 228 Avoidance of attachments, &c, in case of English company, and in case of effects in England of Scottish company.
  230. 229 Commencement of winding up by the court.
  231. 230 Copy of order to be forwarded to registrar.
  232. 231 Actions stayed on winding-up order.
  233. 232 Effect of winding-up order.
  234. 233 Official receiver in bankruptcy to be official receiver for winding-up purposes.
  235. 234 Appointment of official receiver by court in certain cases.
  236. 235 Statement of company's affairs to be submitted to official receiver.
  237. 236 Report by official receiver.
  238. 237 Power of court to appoint liquidators.
  239. 238 Appointment and powers of provisional liquidator.
  240. 239 Appointment, style, &c, of liquidators in England.
  241. 240 Provisions where person other than official receiver is appointed liquidator.
  242. 241 Provisions as to liquidators in Scotland.
  243. 242 General provisions as to liquidators.
  244. 243 Custody of company's property.
  245. 244 Vesting of property of company in liquidator.
  246. 245 Powers of liquidator.
  247. 246 Exercise and control of liquidator's powers in England.
  248. 247 Books to be kept by liquidator in England.
  249. 248 Payments of liquidator in England into bank.
  250. 249 Audit of liquidator's accounts in England.
  251. 250 Control of Board of Trade over liquidators in England.
  252. 251 Release of liquidators in England.
  253. 252 Meetings of creditors and contributories to determine whether committee of inspection shall be appointed.
  254. 253 Constitution and proceedings of committee of inspection.
  255. 254 Powers of Board of Trade in England where no committee of inspection.
  256. 255 Additional powers of committee of inspection in Scotland.
  257. 256 Power to stay winding up.
  258. 257 Settlement of list of contributories and application of assets.
  259. 258 Delivery of property to liquidator.
  260. 259 Payment of debts due by contributory to company and extent to which set-off allowed.
  261. 260 Power of court to make calls.
  262. 261 Payment into Bank of moneys due to company.
  263. 262 Order on contributory conclusive evidence.
  264. 263 Appointment in England of special manager.
  265. 264 Power to exclude creditors not proving in time.
  266. 265 Adjustment of rights of contributories.
  267. 266 Inspection of books by creditors and contributories.
  268. 267 Power to order costs of winding up to be paid out of assets.
  269. 268 Power to summon persons suspected of having property of company, &c.
  270. 269 Attendance of officers of company at meetings of creditors, &c, in Scotland.
  271. 270 Power in England to order public examination of promoters and officers.
  272. 271 Power to arrest absconding contributory.
  273. 272 Powers of court cumulative.
  274. 273 Delegation to liquidator of certain powers of court in England.
  275. 274 Dissolution of company.
  276. 275 Order for calls on contributories in Scotland.
  277. 276 Enforcement throughout United Kingdom of orders made in winding up.
  278. 277 Appeals from orders in Scotland.
  279. 278 Circumstances in which company may be wound up voluntarily.
  280. 279 Notice of resolution to wind up voluntarily.
  281. 280 Commencement of voluntary winding up.
  282. 281 Effect of voluntary winding up on business and status of company.
  283. 282 Avoidance of transfers, &c., after commencement of voluntary winding up.
  284. 283 Statutory declaration of solvency in case of proposal to wind up voluntarily.
  285. 284 Provisions applicable to a members' winding up.
  286. 285 Power of company to appoint and fix remuneration of liquidators.
  287. 286 Power to fill vacancy in office of liquidator.
  288. 287 Power of liquidator to accept shares, &c, as consideration for sale of property of company.
  289. 288 Duty of liquidator to call creditors' meeting in case of insolvency.
  290. 289 Duty of liquidator to call general meeting at end of each year.
  291. 290 Final meeting and dissolution.
  292. 291 Alternative provisions as to annual and final meetings in case of insolvency.
  293. 292 Provisions applicable to a creditors' winding up.
  294. 293 Meeting of creditors.
  295. 294 Appointment of liquidator.
  296. 295 Appointment of committee of inspection.
  297. 296 Fixing of liquidators' remuneration and cesser of directors' powers.
  298. 297 Power to fill vacancy in office of liquidator.
  299. 298 Application of s.287 to a creditors' voluntary winding up.
  300. 299 Duty of liquidator to call meetings of company and of creditors at end of each year.
  301. 300 Final meeting and dissolution.
  302. 301 Provisions applicable to every voluntary winding up.
  303. 302 Distribution of property of company.
  304. 303 Powers and duties of liquidator in voluntary winding up.
  305. 304 Power of court to appoint and remove liquidator in voluntary winding up.
  306. 305 Notice by liquidator of his appointment.
  307. 306 Arrangement when binding on creditors.
  308. 307 Power to apply to court to have questions determined or powers exercised.
  309. 308 Power of court in Scotland to stay proceedings against company.
  310. 309 Costs of voluntary winding up.
  311. 310 Saving for rights of creditors and contributories.
  312. 311 Power to order winding up subject to supervision.
  313. 312 Effect of petition for winding up subject to supervision.
  314. 313 Application of ss.227 and 228 to winding up subject to supervision.
  315. 314 Power of court to appoint or remove liquidators.
  316. 315 Effect of supervision order.
  317. 316 Debts of all descriptions may be proved.
  318. 317 Application of bankruptcy rules in winding up of insolvent English companies.
  319. 318 Ranking of claims in Scotland.
  320. 319 Preferential payments.
  321. 320 Fraudulent preference.
  322. 321 Liabilities and rights of certain fraudulently preferred persons.
  323. 322 Effect of floating charge.
  324. 323 Disclaimer of onerous property in case of company wound up in England.
  325. 324 Liability for rentcharge on company's land after disclaimer.
  326. 325 Restriction of rights of creditor as to execution or attachment in case of company being wound up in England.
  327. 326 Duties of sheriff as to goods taken in execution.
  328. 327 Effect of diligence within 60 days of winding up in case of Scottish company and in case of effects in Scotland of English company.
  329. 328 Offences by officers of companies in liquidation.
  330. 329 Penalty for falsification of books.
  331. 330 Frauds by officers of companies which have gone into liquidation.
  332. 331 Liability where proper accounts not kept.
  333. 332 Responsibility for fraudulent trading of persons concerned.
  334. 333 Power of court to assess damages against delinquent directors, &c.
  335. 334 Prosecution of delinquent officers and members of company.
  336. 335 Disqualification for appointment as liquidator.
  337. 336 Corrupt inducement affecting appointment as liquidator.
  338. 337 Enforcement of duty of liquidator to make returns, &c.
  339. 338 Notification that a company is in liquidation.
  340. 339 Exemption of certain documents from stamp duty on winding up of companies.
  341. 340 Books of company to be evidence.
  342. 341 Disposal of books and papers of company.
  343. 342 Information as to pending liquidations.
  344. 343 Unclaimed assets in England to be paid to Companies Liquidation Account.
  345. 344 Unclaimed dividends, &c, in Scotland to be lodged in bank.
  346. 345 Resolutions passed at adjourned meetings of creditors and contributories.
  347. 346 Meetings to ascertain wishes of creditors or contributories.
  348. 347 Judicial notice of signature of officers.
  349. 348 Special commission for receiving evidence.
  350. 349 Court may order examination of persons in Scotland.
  351. 350 Costs of application for leave to proceed against company being wound up in Scotland.
  352. 351 Affidavits, &c, in United Kingdom and dominions.
  353. 352 Power of court to declare dissolution of company void.
  354. 353 Registrar may strike defunct company off register.
  355. 354 Property of dissolved company to be bona vacantia.
  356. 355 Power of Crown to disclaim title to property vesting under foregoing section.
  357. 356 Liability for rentcharge on company's land after dissolution.
  358. 357 Attachment of debt due to contributory on winding up in stannaries court.
  359. 358 Preferential payments in stannaries cases.
  360. 359 Provisions as to mine club funds.
  361. 360 Companies Liquidation Account.
  362. 361 Investment of surplus funds on general account.
  363. 362 Separate accounts of particular estates.
  364. 363 Officers and remuneration.
  365. 364 Returns by officers in English winding up.
  366. 365 General rules and fees for winding up.
  367. 366 Disqualification of body corporate for appointment as receiver.
  368. 367 Disqualification of undischarged bankrupt from acting as receiver or manager.
  369. 368 Power in England to appoint official receiver as receiver for debenture holders or creditors.
  370. 369 Receivers and managers appointed out of court.
  371. 370 Notification that receiver or manager appointed.
  372. 371 Power of court to fix remuneration on application of liquidator.
  373. 372 Provisions as to information where receiver or manager appointed.
  374. 373 Special provisions as to statement submitted to receiver.
  375. 374 Delivery to registrar of accounts of receivers and managers.
  376. 375 Enforcement of duty of receivers and managers to make returns, &c.
  377. 376 Construction of references to receivers and managers.
  378. 377 Application of Act to companies formed and registered under former Companies Acts.
  379. 378 Application of Act to companies registered but not formed under former Companies Acts.
  380. 379 Application of Act to unlimited companies re-registered under former Companies Acts.
  381. 380 Provisions as to companies registered under the Joint Stock Companies Acts.
  382. 381 Exclusion of companies registered in Northern Ireland or Eire.
  383. 382 Companies capable of being registered.
  384. 383 Definition of joint stock company.
  385. 384 Requirements for registration by joint stock companies.
  386. 385 Requirements for registration by other than joint stock companies.
  387. 386 Authentication of statements of existing companies.
  388. 387 Registrar may require evidence as to nature of company.
  389. 388 Change of name for purposes of registration.
  390. 389 Addition of “limited ” to name.
  391. 390 Certificate of registration of existing companies.
  392. 391 Vesting of property on registration.
  393. 392 Saving for existing liabilities.
  394. 393 Continuation of existing actions.
  395. 394 Effect of registration under Part VIII.
  396. 395 Power to substitute memorandum and articles for deed of settlement.
  397. 396 Power of court to stay or restrain proceedings.
  398. 397 Actions stayed on winding-up order.
  399. 398 Meaning of unregistered company.
  400. 399 Winding up of unregistered companies.
  401. 400 Oversea companies may be wound up although dissolved.
  402. 401 Contributories in winding up of unregistered company.
  403. 402 Power of court to stay or restrain proceedings.
  404. 403 Actions stayed on winding-up order.
  405. 404 Provisions of Part IX cumulative.
  406. 405 Saving for enactments providing for winding up under former Companies Acts.
  407. 406 Application of ss.407 to 414.
  408. 407 Documents, &c, to be delivered to registrar by oversea companies carrying on business in Great Britain.
  409. 408 Power of oversea company to hold lands.
  410. 409 Return to be delivered to registrar by oversea company where documents, &c., altered.
  411. 410 Accounts of oversea company.
  412. 411 Obligation to state name of oversea company, whether limited, and country where incorporated.
  413. 412 Service on oversea company.
  414. 413 Office where documents to be filed.
  415. 414 Penalties.
  416. 415 Interpretation of ss. 407 to 414.
  417. 416 Special provisions as to delivery of documents by companies incorporated in Channel Islands or Isle of Man.
  418. 417 Dating of prospectus and particulars to be contained therein.
  419. 418 Exclusion of foregoing section and relaxation of Fourth Schedule in case of certain prospectuses.
  420. 419 Provisions as to expert's consent, and allotment.
  421. 420 Registration of prospectus.
  422. 421 Penalty for contravention of four foregoing sections.
  423. 422 Civil liability for mis-statements in prospectus.
  424. 423 Interpretation of provisions as to prospectuses.
  425. 424 Registration offices in England and Scotland.
  426. 425 Fees.
  427. 426 Inspection, production and evidence of documents kept by registrar.
  428. 427 Power of registrar in England to direct removal of documents to Public Record Office.
  429. 428 Enforcement of duty of company to make returns to registrar.
  430. 429 Prohibition of banking partnerships with more than ten members.
  431. 430 On registration of banking company with limited liability, notice to be given to customers.
  432. 431 Liability of bank of issue unlimited in respect of notes.
  433. 432 Privileges of banks making annual return.
  434. 433 Banking and certain other companies to publish periodical statement.
  435. 434 Prohibition of partnerships with more than twenty members.
  436. 435 Application of certain provisions of this Act to unregistered companies.
  437. 436 Form of registers, &c.
  438. 437 Service of documents on a company.
  439. 438 Penalty for false statements.
  440. 439 Penalty for improper use of word “limited ”.
  441. 440 Provision with respect to default fines and meaning of “officer in default ”.
  442. 441 Production and inspection of books where offence suspected.
  443. 442 Provisions as to summary proceedings.
  444. 443 Proceedings on indictment in Scotland against bodies corporate.
  445. 444 Application of fines.
  446. 445 Saving as to private prosecutors.
  447. 446 Saving for privileged communications.
  448. 447 Costs in actions by certain limited companies.
  449. 448 Power of court to grant relief in certain cases.
  450. 449 Power to enforce orders.
  451. 450 Jurisdiction of stannaries court.
  452. 451 Annual report by Board of Trade.
  453. 452 Authentication of documents issued by Board of Trade.
  454. 453 Orders and certificates of Board to be evidence.
  455. 454 Power to alter tables and forms.
  456. 455 Interpretation.
  457. 456 Amendments of other Acts.
  458. 457 Construction of references in other Acts to subsidiary companies as defined by, and companies registered under, the Companies Act, 1929.
  459. 458 Effect of provisions of former Companies Acts as to registration of charges on land and keeping books of account.
  460. 459 Repeal and savings.
  461. 460 Provisions as to winding-up proceedings commenced before 1st November, 1929.
  462. 461 Application to Northern Ireland.
  463. 462 Short title and commencement.
  464. FIRST SCHEDULE Tables A, B, C, D and E.
  465. SECOND SCHEDULE Form of Licence to hold Lands.
  466. THIRD SCHEDULE Form of Statement in lieu of Prospectus to be delivered to Registrar by a Private Company on becoming a Public Company and Reports to be set out therein.
  467. FOURTH SCHEDULE Matters to be specified in Prospectus and Reports to be set out therein.
  468. FIFTH SCHEDULE Form of Statement in lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus or which does not go to Allotment on a Prospectus issued, and Reports to be set out therein.
  469. SIXTH SCHEDULE Contents and Form of Annual Return of a Company having a Share Capital.
  470. SEVENTH SCHEDULE Conditions as to Interests in Shares and Debentures of Exempt Private Company.
  471. EIGHTH SCHEDULE Accounts.
  472. NINTH SCHEDULE Matters to be expressly stated in Auditors' Report.
  473. TENTH SCHEDULE Orders in Course of Winding Up pronounced in Vacation in Scotland.
  474. ELEVENTH SCHEDULE Provisions of this Act which do not apply in the case of a Winding Up subject to Supervision of the Court.
  475. TWELFTH SCHEDULE Fees to be paid to the Registrar of Companies.
  476. THIRTEENTH SCHEDULE Form of Statement to be published by Banking and Insurance Companies and Deposit, Provident or Benefit Societies.
  477. FOURTEENTH SCHEDULE Provisions of this Act applied to Unregistered Companies.
  478. FIFTEENTH SCHEDULE Provisions Referred to in Section 438 of this Act.
  479. SIXTEENTH SCHEDULE Amendments of other Acts.
  480. SEVENTEENTH SCHEDULE Enactments Repealed.
  481. EIGHTEENTH SCHEDULE Enactments Saved.

Proposed changes to this act

No one has proposed a change to this act yet.

481 provisions

120 Regulations as to dominion register.

(1) A dominion register shall be deemed to be part of the company's register of members (in this section called “the principal register ”). (2) It shall be kept in the same manner in which the principal register is by this Act required to be kept, except that the advertisement before closing the register shall be inserted in some newspaper circulating in the district where the dominion register is kept, and that any competent court in that part of His Majesty's dominions where the register is kept may exercise the same jurisdiction of rectifying the register as is under this Act exercisable by the court, and that the offences of refusing inspection or copies of a dominion register, and of authorising or permitting the refusal may be prosecuted summarily before any tribunal having summary criminal jurisdiction in -that part of His Majesty's dominions. (3) The company shall— (a) transmit to its registered office a copy of every entry in its dominion register as soon as may be after the entry is made; and (b) cause to be kept at the place where the company's principal register is kept a duplicate of its dominion register duly entered up from time to time. Every such duplicate shall for all the purposes of this Act be deemed to be part of the principal register. (4) Subject to the provisions of this section with respect to the duplicate register, the shares registered in a dominion register shall be distinguished from the shares registered in the principal register, and no transaction with respect to any shares registered in a dominion register shall, during the continuance of that registration, be registered in any other register. (5) A company may discontinue to keep a dominion register, and thereupon all entries in that register shall be transferred lo some other dominion register kept by the company in the same part of His Majesty's dominions or to the principal register. (6) Subject to the provisions of this Act, any company may, by its articles, make such provisions as it may think fit respecting the keeping of dominion registers. (7) If default is made in complying with subsection (3) of this section, the company and every officer of the company who is in default shall be liable to a default fine; and where, by virtue of proviso (b) to subsection (2) of section one hundred and ten of this Act, the principal register is kept at the office of some person other than the company and by reason of any default of his the company fails to comply with paragraph (b) of subsection (3) of this section, he shall be liable to the same penalty as if he were an officer of the company who was in default.

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121 Stamp duties in case of shares registered in dominion registers.

An instrument of transfer of a share registered in a dominion register, other than such a register kept in Northern Ireland, shall be deemed to be a transfer of property situate out of the United Kingdom, and, unless executed in any part of the United Kingdom, shall be exempt from stamp duty chargeable in Great Britain.

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122 Power to extend provisions as to dominion registers to other countries.

(1) The Foreign Jurisdiction Act, 1890, shall have effect as if the last three foregoing sections were included among the enactments which by virtue of section five of that Act may be applied by Order in Council to foreign countries in which for the time being His Majesty has jurisdiction. (2) His Majesty may by Order in Council direct that the said sections, including any enactments for the time being in force amending or substituted for those sections, shall extend, with or without any exceptions, adaptations or modifications specified in the Order, to any territories under His Majesty's protection to which those sections cannot be extended under the Foreign Jurisdiction Act, 1890, as amended by subsection (1) of this section. His Majesty may by Order in Council revoke or vary any Order made under this subsection.

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123 Provisions as to branch registers of dominion companies kept in the United Kingdom.

(1) If by virtue of the law in force in any part of His Majesty's dominions outside Great Britain companies incorporated under that Jaw have power to keep in Great Britain branch registers of their members resident in Great Britain, His Majesty may by Order in Council direct that subsection (2) of section one hundred and ten (except the proviso thereto) and sections one hundred and thirteen and one hundred and sixteen of this Act shall, subject to any modifications and adaptations specified in the Order, apply to and in relation to any such branch registers kept in Great Britain as they apply to and in relation to the registers of companies within the meaning of this Act. (2) For the purposes of this section, the expression " His Majesty's dominions " includes any territory which is under His Majesty's protection or in respect of which a mandate under the League of Nations has been accepted by His Majesty. (3) For the purposes of the Mandated and Trust Territories Act, 1947 (which makes provision as to the application and modification of enactments in relation to such mandates as aforesaid and the trusteeship system of the United Nations), subsections (1) and (2) of this section shall be deemed to be contained in an Act of an earlier session than that Act.

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124 Annual return to be made by company having a share capital.

(1) Every company having a share capital shall, once at least in every year, make a return containing with respect to the registered office of the company, registers of members and debenture holders, shares and debentures, indebtedness, past and present members and directors and secretary, the matters specified in Part I of the Sixth Schedule to this Act, and the said return shall be in the form set out in Part II of that Schedule or as near thereto as circumstances admit: Provided that— (a) a company need not make a return under this subsection either in the year of its incorporation or, if it is not required by section one hundred and thirty-one of this Act to hold an annual general meeting during the following year, in that year; (b) where the company has converted any of its shares into stock and given notice of the conversion to the registrar of companies, the list referred to in paragraph 5 of Part I of the said Sixth Schedule must state the amount of stock held by each of the existing members instead of the amount of shares and the particulars relating to shares required by that paragraph ; (c) the return may, in any year, if the return for either of the two immediately preceding years has given as at the date of that return the full particulars required by the said paragraph 5, give only such of the particulars required by that paragraph as relate to persons ceasing to be or becoming members since the date of the last return and to shares transferred since that date or to changes as compared with that date in the amount of stock held by a member; and (d) the annual return of a company made next after the expiry of paragraph (1) of regulation three of the Defence (Companies) Regulations, 1940 (under which the annual return of a company having a share capital need not contain any list of members, except in the case of a company's first annual return or of a private company), need not, if that paragraph applied to the annual return last made by the company, give the particulars required by the said paragraph 5 as to past members of the company or as to shares transferred. (2) In the case of a company keeping a dominion register— (a) references in proviso (c) to the foregoing subsection to the particulars required by the said paragraph 5 shall be taken as not including any such particulars contained in the dominion register, in so far as copies of the entries containing those particulars are not received at the registered office of the company before the date when the return in question is made; and (b) where an annual return is made between the date when any entries are made in the dominion register and the date when copies of those entries are received at the registered office of the company, the particulars contained in those entries, so far as relevant to an annual return, shall be included in the next or a subsequent annual return as may be appropriate having regard to the particulars included in that return with respect to the company's register of members. (3) If a company fails to comply with this section, the company and every officer of the company who is in default shall be liable to a default fine. (4) For the purposes of this section and of Part I of the Sixth Schedule to this Act the expressions “director ” and “officer ” shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

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125 Annual return to be made by company not having a share capital.

(1) Every company not having a share capital shall once at least in every calendar year make a return stating— (a) the address of the registered office of the company; (b) in a case in which the register of members is, under the provisions of this Act, kept elsewhere than at that office, the address of the place where it is kept; (c) in a case in which any register of holders of debentures of the company or any duplicate of any such register or part of any such register is, under the provisions of this Act, kept, in England in the case of a company registered in England or in Scotland in the case of a company registered in Scotland, elsewhere than at the registered office of the company, the address of the place where it is kept; (d) all such particulars with respect to the persons who at the date of the return are the directors of the company and any person who at that date is secretary of the company as are by this Act required to be contained with respect to directors and the secretary respectively in the register, of directors and secretaries of a company: Provided that a company need not make a return under this subsection either in the year of its incorporation or, if it is not required by section one hundred and thirty-one of this Act to hold an annual general meeting during the following year, in that year. (2) There shall be annexed to the return a statement containing particulars of the total amount of the indebtedness of the company in respect of all mortgages and charges which are required (or, in the case of a company registered in Scotland, which, if the company had been registered in England, would be required) to be registered with the registrar of companies under this Act, or which would have been required so to be registered if created after the first day of July, nineteen hundred and eight. . (3) If a company fails to comply with this section, the company and every officer of the company who is in default shall be liable to a default fine. (4) For the purposes of this section the expressions “officer ” and “director ” shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

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126 Time for completion of annual return.

(1) The annual return must be completed within forty-two days after the annual general meeting for the year, whether or not that meeting is the first or only ordinary general meeting, or the first or only general meeting, of the company in the year, and the company must forthwith forward to the registrar of companies a copy signed both by a director and by the secretary of the company. (2) If a company fails to comply with this section, the company and every officer of the company who is in default shall be liable to a default fine. For the purposes of this subsection the expression “officer ” shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

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127 Documents to be annexed to annual return.

(1) Subject to the provisions of this Act, there shall be annexed to the annual return— (a) a written copy, certified both by a director and by the secretary of the company to be a true copy, of every balance sheet laid before the company in general meeting during the period to which the return relates (including every document required by law to be annexed to the balance sheet); and (b) a copy, certified as aforesaid, of the report of the auditors on, and of the report of the directors accompanying, each such balance sheet; and where any such balance sheet or document required by law to be annexed thereto is in a foreign language, there shall be annexed to that balance sheet a translation in English of the balance sheet or document certified in the prescribed manner to be a correct translation. (2) If any such balance sheet as aforesaid or document required by law to be annexed thereto did not comply with the requirements of the law as in force at the date of the audit with respect to the form of balance sheets or documents aforesaid, as the case may be, there shall he made such additions to and corrections in the copy as would have been required to be made in the balance sheet or document in order to make it comply with the said requirements, and -the fact that the copy has been so amended shall be stated thereon. (3) If a company fails to comply with this section, the company and every-officer of the company who is in default shall be liable to a default fine. For the purposes of this subsection, the expression “officer ” shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act. (4) This section shall not apply to an assurance company which has complied with the provisions of subsection (4) of section seven of the Assurance Companies Act, 1909.

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128 Certificates to be sent by private company with annual return.

A private company shall send with the annual return required by section one hundred and twenty-four of this Act a certificate signed both by a director and by the secretary of the company that the company has not, since the date of the last return, or, in the case of a first return, since the date of the incorporation of the company, issued any invitation to the public to subscribe for any shares or debentures of the company, and, where the annual return discloses the fact that the number of members of the company exceeds fifty, also a certificate so signed that the excess consists wholly of persons who under paragraph (b) of subsection (1) of section twenty-eight of this Act are not to be included in reckoning the number of fifty.

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129 Exemption, in certain cases, of private companies from requirements of s.127.

(1) A private company shall be excepted from the requirements imposed by section one hundred and twenty-seven of this Act if, but only if,— (a) the conditions mentioned in the next following subsection are satisfied at the date of the return and have been satisfied at all times since the commencement of this Act; and (b) there is sent with the return a certificate, signed by the persons signing the certificates required to be so sent by the last foregoing section, that to the best of their knowledge and belief the said conditions are and have been satisfied as aforesaid: Provided that if at any time it is shown that the said conditions are then satisfied in the case of any private company, the Board of Trade may on the application of the company's directors direct that, in relation to any subsequent annual returns of the company, it shall not be necessary for the said conditions to have been satisfied before that time, and the certificates sent with those returns shall in that event relate only to the period since that time. (2) The said conditions are— (a) that the conditions contained in the Seventh Schedule to this Act are satisfied as to the persons interested in the company's shares and debentures; and (b) that the number of persons holding debentures of the company is not more than fifty (joint holders being treated as a single person); and (c) that no body corporate is a director of the company and neither the company nor any of the directors is party or privy to any arrangement whereby the policy of the company is capable of being determined by persons other than the directors, members and debenture holders or trustees for debenture holders. (3) A prosecution shall not be instituted in England in respect of any failure of a private company to comply with section one hundred and twenty-seven of this Act except by or with the consent of the Board of Trade. (4) Any reference in this Act to an exempt private company shall be construed as referring to a company with respect to which the conditions mentioned in subsection (2) of this section are satisfied and have been satisfied at all times since the commencement of this Act or since the giving by the Board of Trade of a direction under the proviso to subsection (1) of this section. (5) References in this section to the said conditions having been satisfied since the commencement of this Act shall, in relation to a company first registered after the commencement of this Act, be construed as referring to the conditions having been satisfied since the company's registration.

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130 Statutory meeting and statutory report.

(1) Every company limited by shares and every company limited by guarantee and having a share capital shall, within a period of not less than one month nor more than three months from the date at which the company is entitled to commence business, hold a general meeting of the members of the company, which shall be called “the statutory meeting ”. (2) The directors shall, at least fourteen days before the day on which the meeting is held, forward a report (in this Act referred to as “the statutory report ”) to every member of the company: Provided that if the statutory report is forwarded later than is required by this subsection, it shall, notwithstanding that fact, be deemed to have been duly forwarded if it is so agreed by all the members entitled to attend and vote at the meeting. (3) The statutory report shall be certified by not less than two directors of the company and shall state— (a) the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted; (b) the total amount of cash received by the company in respect of all the shares allotted, distinguished as aforesaid; (c) an abstract of the receipts of the company and of the payments made thereout, up to a date within seven days of the date of the report, exhibiting under distinctive headings the receipts of the company from shares and debentures and other sources, the payments made thereout, and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses of the company; (d) the names, addresses and descriptions of the directors, auditors, if any, managers, if any, and secretary of the company; and (e) the particulars of any contract the modification of which is to be submitted to the meeting for its approval, together with the particulars of the modification or proposed modification. (4) The statutory report shall, so far as it relates to the shares allotted by the company, and to the cash received in respect of such shares, and to the receipts and payments of the company on capital account, be certified as correct by the auditors, if any, of the company. (5) The directors shall cause a copy of the statutory report, certified as required by this section, to be delivered to the registrar of companies for registration forthwith after the sending thereof to the members of the company. (6) The directors shall cause a list showing the names, descriptions and addresses of the members of the company, and the number of shares held by them respectively, to be produced at the commencement of the meeting and to remain open and accessible to any member of the company during the continuance of the meeting. (7) The members of the company present at the meeting shall be at liberty to discuss any matter relating to the formation of the company, or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the articles may be passed. (8) The meeting may adjourn from time to time, and at any adjourned meeting any resolution of which notice has been given in accordance with the articles, either before or subsequently to the former meeting, may be passed, and the adjourned meeting shall have the same powers as an original meeting. (9) In the event of any default in complying with the provisions of this section, every director of the company who is knowingly and wilfully guilty of the default or, in the case of default by the company, every officer of the company who is in default shall be liable to a fine not exceeding fifty pounds. (10) This section shall not apply to a private company.

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131 Annual general meeting.

(1) Every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next: Provided that, so long as a company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. (2) If default is made in holding a meeting of the company in accordance with the foregoing subsection, the Board of Trade may, on the application of any member of the company, call, or direct the calling of, a general meeting of the company and give such ancillary or consequential directions as the Board think expedient, including directions modifying or supplementing, in relation to the calling, holding and conducting of the meeting, the operation of the company's articles; and it is hereby declared that the directions that may be given under this subsection include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (3) A general meeting held in pursuance of the last foregoing subsection shall, subject to any directions of the Board of Trade, be deemed to be an annual general meeting of the company; but, where a meeting so held is not held in the year in which the default in holding the company's annual general meeting occurred, the meeting so held shall not be treated as the annual general meeting for the year in which it is held unless at that meeting the company resolves that it shall be so treated. (4) Where a company resolves that a meeting shall be so treated, a copy of the resolution shall, within fifteen days after the passing thereof, be forwarded to the registrar of companies and recorded by him. (5) If default is made in holding a meeting of the company in accordance with subsection (1) of this section, or in complying with any directions of the Board of Trade under subsection (2) thereof, the company and every officer of the company who is in default shall be liable to a fine not exceeding fifty pounds, and if default is made in complying with subsection (4) of this section, the company and every officer of the company who is in default shall be liable to a default fine of two pounds.

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132 Convening of extraordinary general meeting on requisition.

(1) The directors of a company, notwithstanding anything in its articles, shall, on the requisition of members of the company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the company as at the date of the deposit carries the right of voting at general meetings of the company, or, in the case of a company not having a share capital, members of the company representing not less than one-tenth of the total voting rights of all the members having at the said date a right to vote at general meetings of the company, forthwith proceed duly to convene an extraordinary general meeting of the company. (2) The requisition must state the objects of the meeting, and must be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one or more requisitionists. (3) If the directors do not within twenty-one days from the date of the deposit of the requisition proceed duly to convene a meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months from the said date. (4) A meeting convened under this section by the requisitionists shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by directors. (5) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors duly to convene a meeting shall be repaid to the requisitionists by the company, and any sum so repaid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default. (6) For the purposes of this section the directors shall, in the case of a meeting at which a resolution is to be proposed as a special resolution, be deemed not to have duly convened the meeting if they do not give such notice thereof as is required by section one hundred and forty-one of this Act.

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133 Length of notice for calling meetings.

(1) Any provision of a company's articles shall be void in so far as it provides for the calling of a meeting of the company (other than an adjourned meeting) by a shorter notice than— (a) in the case of the annual general meeting, twenty-one days' notice in writing; and (b) in the case of a meeting other than an annual general meeting or a meeting for the passing of a special resolution, fourteen days' notice in writing in the case of a company other than an unlimited company and seven days' notice in writing in the case of an unlimited company. (2) Save in so far as the articles of a company make other provision in that behalf (not being a provision avoided by the foregoing subsection) a meeting of the company (other than an adjourned meeting) may be called— (a) in the case of the annual general meeting, by twenty-one days' notice in writing; and (b) in the case of a meeting other than an annual general meeting or a meeting for the passing of a special resolution, by fourteen days' notice in writing in the case of a company other than an unlimited company and by seven days' notice in writing in the case of an unlimited company. (3) A meeting of a company shall, notwithstanding that it is called by shorter notice than that specified in the last foregoing subsection or in the company's articles, as the case may be, be deemed to have been duly called if it is so agreed— (a) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and (b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. in nominal value of the shares giving a right to attend and vote at the meeting, or, in the case of a company not having a share capital, together representing not less than ninety-five per cent. of the total voting rights at that meeting of all the members.

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134 General provisions as to meetings and votes.

The following provisions shall have effect in so far as the articles of the company do not make other provision in that behalf:— (a) notice of the meeting of a company shall be served on every member of the company in the manner in which notices are required to be served by Table A, and for the purpose of this paragraph the expression “Table A ” means that table as for the time being in force; (b) two or more members holding not less than one-tenth of the issued share capital or, if the company has not a share capital, not less than five per cent. in number of the members of the company may call a meeting; (c) in the case of a private company two members' and in the case of any other company three members, personally present shall be a quorum; (d) any member elected by the members present at a meeting may be chairman thereof; (e) in the case of a company originally having a share capital, every member shall have one vote in respect of each share or each ten pounds of stock held by him, and in any other case every member -shall have one vote.

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135 Power of court to order meeting.

(1) If for any reason it is impracticable to call a meeting of a company in any manner in which meetings of that company may be called, or to conduct the meeting of the company in manner prescribed by the articles or this Act, the court may, either of its own motion or on the application of any director of the company or of any member of the company who would be entitled to vote at the meeting, order a meeting of the company to be called, held and conducted in such manner as the court thinks fit, and where any such order is made may give such ancillary or consequential directions as it thinks expedient; and it is hereby declared that the directions that may be given under this subsection include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) Any meeting called, held and conducted in accordance with an order under the foregoing subsection shall for all purposes be deemed to be a meeting of the company duly called, held and conducted.

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136 Proxies.

(1) Any member of a company entitled to attend and vote at a meeting of the company, shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him, and a proxy appointed to attend and vote instead of a member of a private company shall also have the same right as the member to speak at the meeting: Provided that, unless the articles otherwise provide,— (a) this subsection shall not apply in the case of a company not having a share capital; and (b) a member of a private company shall not be entitled to appoint more than one proxy to attend on the same occasion; and (c) a proxy shall not be entitled to vote except on a poll. (2) In every notice calling a meeting of a company having a share capital there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy or, where that is allowed, one or more proxies to attend and vote instead of him, and that a proxy need not also be a member; and if default is made in complying with this subsection, as respects any meeting, every officer of the company who is in default shall be liable to a fine not exceeding fifty pounds. (3) Any provision contained in a company's articles shall be void in so far as it would have the effect of requiring the instrument appointing a proxy, or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy, to be received by the company or any other person more than forty-eight hours before a 'meeting or adjourned meeting in order that the appointment may be effective thereat. (4) If for the purpose of any meeting of a company invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company's expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy, every officer of the company who knowingly and wilfully authorises or permits their issue as aforesaid shall be liable to a fine not exceeding one hundred pounds: Provided that an officer shall not be liable under this subsection by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy or of a list of persons willing to act as proxy if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy. (5) This section shall apply to meetings of any class of members of a company as it applies to general meetings of the company.

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137 Right to demand a poll.

(1) Any provision contained in a company's articles shall be void in so far as it would have the effect either— (a) of excluding the right to demand a poll at a general meeting on any question other than the election of the chairman of the meeting or the adjournment of the meeting; or (b) of making ineffective a demand for a poll on any such question which is made either— (i) by not less than five members having the right to vote at the meeting; or (ii) by a member or members representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting; or (iii) by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all the shares conferring that right. (2) The instrument appointing a proxy to vote at a meeting of a company shall be deemed also to confer authority to demand or join in demanding a poll, and for the purposes of the foregoing subsection a demand by a person as proxy for a member shall be the same as a demand by the member.

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138 Voting on a poll.

On a poll taken at a meeting of a company or a meeting of any class of members of a company, a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

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139 Representation of corporations at meetings of companies and of creditors.

(1) A corporation, whether a company within the meaning of this Act or not, may— (a) if it is a member of another corporation, being a company within the meaning of this Act, by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the company or at any meeting of any class of members of the company; (b) if it is a creditor (including a holder of debentures) of another corporation, being a company within the meaning of this Act, by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of any creditors of the company held in pursuance of this Act or of any rules made thereunder, or in pursuance of the provisions contained in any debenture or trust deed, as the case may be. (2) A person authorised as aforesaid shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual shareholder, creditor or holder of debentures of that other company.

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140 Circulation of members' resolutions, &c.

(1) Subject to the following provisions of this section it shall be the duty of a company, on the requisition in writing of such number of members as is hereinafter specified and (unless the company otherwise resolves) at the expense of the requisitionists,— (a) to give to members of the company entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting; (b) to circulate to members entitled to have notice of any general meeting sent to them any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting. (2) The number of members necessary for a requisition under the foregoing subsection shall be— (a) any number of members representing not less than one twentieth of the total voting rights of all the members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or (b) not less than one hundred members holding shares in the company on which there has been paid up an average sum, per member, of not less than one hundred pounds. (3) Notice of any such resolution shall be given, and any such statement shall be circulated, to members of the company entitled to have notice of the meeting sent to them by serving a copy of the resolution or statement on each such member in any manner permitted for service of notice of the meeting, and notice of any such resolution shall be given to any other member of the company by giving notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the company: Provided that the copy shall be served, or notice of the effect of the resolution shall be given, as the case may be, in the same manner and, so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable thereafter. (4) A company shall not be bound under this section to give notice of any resolution or to circulate any statement unless— (a) a copy of the requisition signed by the requisitionists (or two or more copies which between them contain the signatures of all the requisitionists) is deposited at the registered office of the company— (i) in the case of a requisition requiring notice of a resolution, not less than six weeks before the meeting; and (ii) in the case of any other requisition, not less than one week before the meeting; and (b) there is deposited or tendered with the requisition a sum reasonably sufficient to meet the company's expenses in giving effect thereto: Provided that if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date six weeks or less after the copy has been deposited, the copy though not deposited within the time required by this subsection shall be deemed to have been properly deposited for the purposes thereof. (5) The company shall also not be bound under this section to circulate any statement if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the company's costs on an application under this section to be paid in whole or in part by the requisitionists, notwithstanding that they are not parties to the application. (6) Notwithstanding anything in the company's articles, the business which may be dealt with at an annual general meeting shall include any resolution of which notice is given in accordance with this section, and for the purposes of this subsection notice shall be deemed to have been so given notwithstanding the accidental omission, in giving it, of one cr more members. (7) In the event of any default in complying with the provisions of this section, every officer of the company who is in default shall be liable to a fine not exceeding five hundred pounds.

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141 Extraordinary and special resolutions.

(1) A resolution shall be an extraordinary resolution when it has been passed by a majority of not less than three fourths of such members as, being entitled so to do, vote in person or, where proxies are allowed, by proxy, at a general meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been duly given. (2) A resolution shall be a special resolution when it has been passed by such a majority as is required for the passing of an extraordinary resolution and at a general meeting of which not less than twenty-one days' notice, specifying the intention to propose the resolution as a special resolution, has been duly given: Provided that, if it is so agreed by a majority in number of the members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety-five per cent. in nominal value of the shares giving that right, or, in the case of a company not having a share capital, together representing not less than ninety-five per cent. of the total voting rights at that meeting of all the members, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one days' notice has been given. (3) At any meeting at which an extraordinary resolution or a special resolution is submitted to be passed, a declaration of the chairman that the resolution is carried shall, unless a poll is demanded, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. (4) In computing the majority on a poll demanded on the question that an extraordinary resolution or a special resolution be passed, reference shall be had to the number of votes cast for and against the resolution. (5) For the purposes of this section, notice of a meeting shall be deemed to be duly given and the meeting to be duly held when the notice is given and the meeting held in manner provided by this Act or the articles.

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142 Resolutions requiring special notice.

Where by any provision hereafter contained in this Act special notice is required of a resolution, the resolution shall not be effective unless notice of the intention to move it has been given to the company not less than twenty-eight days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice thereof, either by advertisement in a newspaper having an appropriate circulation or in any other mode allowed by the articles, not less than twenty-one days before the meeting: Provided that if, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date twenty-eight days or less after the notice has been given, the notice though not given within the time required by this subsection shall be deemed to have been properly given for the purposes thereof.

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143 Registration and copies of certain resolutions and agreements.

(1) A printed copy of every resolution or agreement to which this section applies shall, within fifteen days after the passing or making thereof, be forwarded to the registrar of companies and recorded by him: Provided that an exempt private company need not forward a printed copy of any such resolution or agreement if instead it forwards to the registrar of companies a copy in some other form approved by him. (2) Where articles have been registered, a copy of every such resolution or agreement for the time being in force shall be embodied in or annexed to every copy of the articles issued after the passing of the resolution or the making of the agreement. (3) Where articles have not been registered, a printed copy of every such resolution or agreement shall be forwarded to any member at his request on payment of one shilling or such less sum as the company may direct. (4) This section shall apply to— (a) special resolutions; (b) extraordinary resolutions; (c) resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless, as the case may be, they had been passed as special resolutions or as extraordinary resolutions; (d) resolutions or agreements which have been agreed to by all the members of some class of shareholders but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner, and all resolutions or agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members; (e) resolutions requiring a company to be wound up voluntarily, passed under paragraph (a) of subsection (1) of section two hundred and seventy-eight of this Act. (5) If a company fails to comply with subsection (1) of this section, the company and every officer of the company who is in default shall be liable to a default fine of two pounds. (6) If a company fails to comply with subsection (2) or subsection (3) of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding one pound for each copy in respect of which default is made. (7) For the purposes of the two last foregoing subsections, a liquidator of the company shall be deemed to be an officer of the company.

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144 Resolutions passed at adjourned meetings.

Where a resolution is passed at an adjourned meeting of— (a) a company; (b) the holders of any class of shares in a company; (c) the directors of a company; the resolution shall for all purposes be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date.

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145 Minutes of proceedings of meetings of company and of directors and managers.

(1) Every company shall cause minutes of all proceedings of general meetings, all proceedings at meetings of its directors and, where there are managers, all proceedings at meetings of its managers to be entered in books kept for that purpose. (2) Any such minute if "purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings. (3) Where minutes have been made in accordance with the provisions of this section of the proceedings at any general meeting of the company or meeting of directors or managers, then, until the contrary is proved, the meeting shall be deemed to have been duly held and convened, and all proceedings had thereat to have been duly had, and all appointments of directors, managers or liquidators shall be deemed to be valid. (4) If a company fails to comply with subsection (1) of this section, the company and every officer of the company who is in default shall be liable to a default fine.

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146 Inspection of minute books.

(1) The books containing the minutes of proceedings of any general meeting of a company held on or after the first day of November, nineteen hundred and twenty-nine, shall be kept at the registered office of the company, and shall during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, so that not less than two hours in each day be allowed for inspection) be open to the inspection of any member without charge. (2) Any member shall be entitled to be furnished within seven days after he has made a request in that behalf to the company with a copy of any such minutes as aforesaid at a charge not exceeding sixpence for every hundred words. (3) If any inspection required under this section is refused or if any copy required under this section is not sent within the proper time, the company and every officer of the company who is in default shall be liable in respect of each offence to a fine not exceeding two pounds and further to a default fine of two pounds. (4) In the case of any such refusal or default, the court may by order compel an immediate inspection of the books in respect of all proceedings of general meetings or direct that the copies required shall be sent to the persons requiring them.

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147 Keeping of books of account.

(1) Every company shall cause to be kept proper books of account with respect to— (a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (b) all sales and purchases of goods by the company; (c) the assets and liabilities of the company. (2) For the purposes of the foregoing subsection, proper books of account shall not be deemed to be kept with respect to the matters aforesaid. if there are not kept such books as are necessary to give a true and fair view of the state of the company's affairs and to explain its transactions. (3) The books of account shall be kept at the registered office of the company or at such other place as the directors think fit, and shall at all times be open to inspection by the directors: Provided that if books of account are kept at a place outside Great Britain there shall be sent to, and kept at a place in, Great Britain and be at all times open to inspection by the directors such accounts and returns with respect to the business dealt with in the books of account so kept as will disclose with reasonable accuracy the financial position of that business at intervals not exceeding six months and will enable to be prepared in accordance with this Act the company's balance sheet, its profit and loss account or income and expenditure account, and any document annexed to any of those documents giving information which is required by this Act and is thereby allowed to be so given. (4) If any person being a director of a company fails to take all reasonable steps to secure compliance by the company with the requirements of this section, or has by his own wilful act been the cause of any default by the company thereunder, he shall, in respect of each offence, be, liable on summary conviction to imprisonment for. a term not exceeding six months or to a fine not exceeding two hundred pounds: Provided that— (a) in any proceedings against a person in respect of an offence under this section consisting of a failure to take reasonable steps to secure compliance by the company with the requirements of this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that those requirements were complied with and was in a position to discharge that duty; and (b) a person shall not be sentenced to imprisonment for such an offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.

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148 Profit and loss account and balance sheet.

(1) The directors of every company shall at some date not later than eighteen months after the incorporation of the company and subsequently once at least in every calendar year lay before the company in general meeting a profit and loss account or, in the case of a company not trading for profit, an income and expenditure account for the period, in the case of the first account, since the incorporation of the company, and, in any other case, since the preceding account, made up to a date not earlier than the date of the meeting by more than nine months, or, in the case of a company carrying on business or having interests abroad, by more than twelve months: Provided that the Board of Trade, if for any special reason they think fit so to do, may, in the case of any company, extend the period of eighteen months aforesaid, and in the case of any company and with respect to any year extend the periods of nine and twelve months aforesaid. (2) The directors shall cause to be made out in every calendar year, and to be laid before the company in general meeting, a balance sheet as at the date to which the profit and loss account or the income and expenditure account, as the case may be, is made up. (3) If any person being a director of a company fails to take all reasonable steps to comply with the provisions of this section, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding two hundred pounds: Provided that— (a) in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that the provisions of this section were complied with and was in a position to discharge that duty; and (b) a person shall not be sentenced to imprisonment for such an offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.

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149 General provisions as to contents and form of accounts.

(1) Every balance sheet of a company shall give a true and fair view of the state of affairs of the company as at the end of its financial year, and every profit and loss account of a company shall give a true and fair view of the profit or loss of the company for the financial year. (2) A company's balance sheet and profit and loss account shall comply with the requirements of the Eighth Schedule to this Act, so far as applicable thereto. (3) Save as expressly provided in the following provisions of this section or in Part III of the said Eighth Schedule, the requirements of the last foregoing subsection and the said Eighth Schedule shall be without prejudice either to the general requirements of subsection (1) of this section or to any other requirements of this Act. (4) The Board of Trade may, on the application or with the consent of a company's directors, modify in relation to that company any of the requirements of this Act as to the matters to be stated in a company's balance sheet or profit and loss account (except the requirements of subsection (1) of this section) for the purpose of adapting them to the circumstances of the company. (5) Subsections (1) and (2) of this section shall not apply to a company's profit and loss account if— (a) the company has subsidiaries; and (b) the profit and loss account is framed as a consolidated profit and loss account dealing with all or any of the company's subsidiaries as well as the company and— (i) complies with the requirements of this Act relating to consolidated profit and loss accounts; and (ii) shows how much of the consolidated profit or loss for the financial year is dealt with in the accounts of the company. (6) If any person being a director of a company fails to take all reasonable steps to secure compliance as respects any accounts laid before the company in general meeting with the provisions of this section and with the other requirements of this Act as to the matters to be stated in accounts, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding two hundred pounds: Provided that,— (a) in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that the said provisions or the said other requirements, as the case may be, were complied with and was in a position to discharge that duty; and (b) a person shall not be sentenced to imprisonment for any such offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully. (7) For the purposes of this section and the following provisions of this Act, except where the context otherwise requires,— (a) any reference to a balance sheet or profit and loss account shall include any notes thereon or document annexed thereto giving information which is required by this Act and is thereby allowed to be so given; and (b) any reference to a profit and loss account shall be taken, in the case of a company not trading for profit, as referring to its income and expenditure account, and references to profit or to loss and, if the company has subsidiaries, references to a consolidated profit and loss account shall be construed accordingly.

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150 Obligation to lay group accounts before holding company.

(1) Where at the end of its financial year a company has subsidiaries, accounts or statements (in this Act referred to as “group accounts ”) dealing as hereinafter mentioned with the state of affairs and profit or loss of the company and the subsidiaries shall, subject to the next following subsection, be laid before the company in general meeting when the company's own balance sheet and profit and loss account are so laid. (2) Notwithstanding anything in the foregoing subsection— (a) group accounts shall not be required where the company is at the end of its financial year the wholly owned subsidiary of another body corporate incorporated in Great Britain; and (b) group accounts need not deal with a subsidiary of the company if the company's directors are of opinion that— (i) it is impracticable, or would be of no real value to members of the company, in view of the insignificant amounts involved, or would involve expense or delay out of proportion to the value to members of the company; or (ii) the result would be misleading, or harmful to the business of the company or any of its subsidiaries; or (iii) the business of the holding company and that of the subsidiary are so different that they cannot reasonably be treated as a single undertaking; and, if the directors are of such an opinion about each of the company's subsidiaries, group accounts shall not be required: Provided that the approval of the Board of Trade shall be required for not dealing in group accounts with a subsidiary on the ground that the result would be harmful or on the ground of the difference between the business of the holding company and that of the subsidiary. (3) If any person being a director of a company fails to take all reasonable steps to secure compliance as respects the company with the provisions of this section, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding two hundred pounds: Provided that,— (a) in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that the requirements of this section were complied with and was in a position to discharge that duty; and (b) a person shall not be sentenced to imprisonment for an offence under this section unless, in the opinion of the court dealing with the case, the offence was committed wilfully. (4) For the purposes of this section a body corporate shall be deemed to be the wholly owned subsidiary of another if it has no members except that other and that other's wholly owned subsidiaries and its or their nominees.

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151 Form of group accounts.

(1) Subject to the next following subsection, the group accounts laid before a holding company shall be consolidated accounts comprising— (a) a consolidated balance sheet dealing with the state of affairs of the company and all the subsidiaries to be dealt with in group accounts; (b) a consolidated profit and loss account dealing with the profit or loss of the company and those subsidiaries. (2) If the company's directors are of opinion that it is better for the purpose— (a) of presenting the same or equivalent information about the state of affairs and profit or loss of the company and those subsidiaries; and (b) of so presenting it that it may be readily appreciated by the company's members; the group accounts may be prepared in a form other than that required by the foregoing subsection, and in particular may consist of more than one set of consolidated accounts dealing respectively with the company and one group of subsidiaries and with other groups of subsidiaries or of separate accounts dealing with each of the subsidiaries, or of statements expanding the information about the subsidiaries in the company's own accounts, or any combination of those forms. (3) The group accounts may be wholly or partly incorporated in the company's own balance sheet and profit and loss account.

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152 Contents of group accounts.

(1) The group accounts laid before a company shall give a true and fair view of the state of affairs and profit or loss of the company and the subsidiaries dealt with thereby as a whole, so far as concerns members of the company. (2) Where the financial year of a subsidiary does not coincide with that of the holding company, the group accounts shall, unless the Board of Trade on the application or with the consent of the holding company's directors otherwise direct, deal with the subsidiary's state of affairs as at the end of its financial year ending with or last before that of the holding company, and with the subsidiary's profit or loss for that financial year. ' (3) Without prejudice to subsection (1) of this section, the group accounts, if prepared as consolidated accounts, shall comply with the requirements of the Eighth Schedule to this Act, so far as applicable thereto, and if not so prepared shall give the same or equivalent information : Provided that the Board of Trade may, on the application or with the consent of a company's directors, modify the said requirements in relation to that company for the purpose of adapting them to the circumstances of the company.

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153 Financial year of holding company and subsidiary.

(1) A holding company's directors shall secure that except where in their opinion there are good reasons against it, the financial year of each of its subsidiaries shall coincide with the company's own financial year. (2) Where it appears to the Board of Trade desirable for a holding company or a holding company's subsidiary to extend its financial year so that the subsidiary's financial year may end with that of the holding company, and for that purpose to postpone the submission of the relevant accounts to a general meeting from one calendar year to the next, the Board may on the application or with the consent of the directors of the company whose financial year is to be extended direct that, in the case of that company, the submission of accounts to a general meeting, the holding of an annual general meeting or the making of an annual return shall not be required in the earlier of the said calendar years.

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154 Meaning of “holding company ” and “subsidiary ”.

(1) For the purposes of this Act, a company shall, subject to the provisions of subsection (3) of this section, be deemed to be a subsidiary of another if, but only if,— (a) that other either— (i) is a member of it and controls the composition of its board of directors; or (ii) holds more than half in nominal value of its equity share capital; or (b) the first-mentioned company is a subsidiary of any company which is that other's subsidiary. (2) For the purposes of the foregoing subsection, the composition of a company's board of directors shall be deemed to be controlled by another company if, but only if, that other company by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove the holders of all or a majority of the directorships; but for the purposes of this provision that other company shall be deemed to have power to appoint to a directorship with respect to which any of the following conditions is satisfied, that is to say— (a) that a person cannot be appointed thereto without the exercise in his favour by that other company of such a power as aforesaid; or (b) that a person's appointment thereto follows necessarily from his appointment as director of that other company; or (c) that the directorship is held by that other company itself or by a subsidiary of it. (3) In determining whether one company is a subsidiary of another— (a) any shares held or power exercisable by that other in a fiduciary capacity shall be treated as not held or exercisable by it; (b) subject to the two following paragraphs, any shares held or power exercisable— (i) by any person as a nominee for that other (except where that other is concerned only in a fiduciary capacity); or (ii) by, or by a nominee for, a subsidiary of that other, not being a subsidiary which is concerned only in a fiduciary capacity; shall be treated as held or exercisable by that other; (c) any shares held or power exercisable by any person by virtue of the provisions of any debentures of the first-mentioned company or of a trust deed for securing any issue of such debentures shall be disregarded ; (d) any shares held or power exercisable by, or by a nominee for, that other or its subsidiary (not being held or exercisable as mentioned in the last foregoing paragraph) shall be treated as not held or exercisable by that other if the ordinary business of that other or its subsidiary, as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business. (4) For the purposes of this Act, a company shall be deemed to be another's holding company if, but only if, that other is its subsidiary. (5) In this section the expression “company ” includes any body corporate, and the expression “equity share capital ” means, in relation to a company, its issued share capital excluding any part thereof which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.

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155 Signing of balance sheet.

(1) Every balance sheet of a company shall be signed on behalf of the board by two of the directors of the company, or, if there is only one director, by that director. (2) In the case of a banking company registered after the fifteenth day of August, eighteen hundred and seventy-nine, the balance sheet must be signed by the secretary or manager, if any, and where there are more than three directors of the company by at least three of those directors, and where there are not more than three directors by all the directors. (3) If any copy of a balance sheet which has not been signed as required by this section is issued, circulated or published, the company and every officer of the company who is in default shall be liable to a fine not exceeding fifty pounds.

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156 Accounts and auditors' report to be annexed to balance sheet.

(1) The profit and loss account and, so far as not incorporated in the balance sheet or profit and loss account, any group accounts laid before the company in general meeting, shall be annexed to the balance sheet, and the auditors' report shall be attached thereto. (2) Any accounts so annexed shall be approved by the board of directors before the balance sheet is signed on their behalf. (3) If any copy of a balance sheet is issued, circulated or published without having annexed thereto a copy of the profit and loss account or any group accounts required by this section to be so annexed, or without having attached thereto a copy of the auditors' report, the company and every officer of the company who is in default shall be liable to a fine not exceeding fifty pounds.

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157 Directors report to be attached to balance sheet.

(1) There shall be attached to every balance sheet laid before a company in general meeting a report by the directors with respect to the state of the company's affairs, the amount, if any, which they recommend should be paid by way of dividend, and the amount, if any, which they propose to carry to reserves within the meaning of the Eighth Schedule to this Act. (2) The said report shall deal, so far as is material for the appreciation of the state of the company's affairs by its members and will not in the directors' opinion be harmful to the business of the company or of any of its subsidiaries, with any change during the financial year in the nature of the company's business, or in the company's subsidiaries, or in the classes of business in which the company has an interest, whether as member of another company or otherwise. (3) If any person being a director of a company fails to take all reasonable steps to comply with the provisions of subsection (1) of this section, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding two hundred pounds: Provided that,— (a) in any proceedings, against a person in respect of an offence under the said subsection (1), it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that the provisions of that subsection were complied with and was in a position to discharge that duty; and (b) a person shall not be liable to be sentenced to imprisonment for such an offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.

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158 Right to receive copies of balance sheets and auditors' report.

(1) A copy of every balance sheet, including every document required by law to be annexed thereto, which is to be laid before a company in general meeting, together with a copy of the auditors' report, shall, not less than twenty-one days before the date of the meeting, be sent to every member of the company (whether he is or is not entitled to receive notices of general meetings of the company), every holder of debentures of the company (whether he is or is not so entitled) and all persons other than members or holders of debentures of the company, being persons so entitled: Provided that— (a) in the case of a company not having a share capital this subsection shall not require the sending of a copy of the documents aforesaid to a member of the company who is not entitled to receive notices of general meetings of the company or to a holder of debentures of the company who is not so entitled; (b) this subsection shall not require a copy of those documents to be sent— (i) to a member of the company or a holder of debentures of the company, being in either case a person who is not entitled to receive notices of general meetings of the company and of whose address the company is unaware; (ii) to more than one of the joint holders of any shares or debentures none of whom are entitled to receive such notices; or (iii) in the case of joint holders of any shares or debentures some of whom are and some of whom are not entitled to receive such notices, to those who are not so entitled; and (c) if the copies of the documents aforesaid are sent less than twenty-one days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the meeting. (2) Any member of a company, whether he is or is not entitled to have sent to him copies of the company's balance sheets, and any holder of debentures of the company, whether he is or is not so entitled, shall be entitled to be furnished on demand without charge with a copy of the last balance sheet of the company, including every document required by law to be annexed thereto, together with a copy of the auditors' report on the balance sheet. (3) If default is made in complying with subsection (1) of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding twenty pounds, and if, when any person makes a demand for any document with which he is by virtue of subsection (2) of this section entitled to be furnished, default is made in complying with the demand within seven days after the making thereof, the company and every officer of the company who is in default shall be liable to a default fine, unless it is proved that that person has already made a demand for and been furnished with a copy of the document. (4) The foregoing provisions of this section shall not have effect in relation to a balance sheet of a private company laid before it before the commencement of this Act, and the right of any person to be furnished with a copy of any such balance sheet and the liability of the company in respect of a failure to satisfy that right shall be the same as they would have been if this Act had not passed.

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159 Appointment and remuneration of auditors.

(1) Every company shall at each annual general meeting appoint an auditor or auditors to hold office from the conclusion of that, until the conclusion of the next, annual general meeting. (2) At any annual general meeting a retiring auditor, however appointed, shall be reappointed without any resolution being passed unless— (a) he is not qualified for reappointment; or (b) a resolution has been passed at that meeting appointing somebody instead of him or providing expressly that he shall not be reappointed; or (c) he has given the company notice in writing of his unwillingness to be reappointed: Provided that where notice is given of an intended resolution to appoint some person or persons in place of a retiring auditor, and by reason of the death, incapacity or disqualification of that person or of all those persons, as the case may be, the resolution cannot be proceeded with, the retiring auditor shall not be automatically reappointed by virtue of this subsection. (3) Where at an annual general meeting no auditors are appointed or reappointed, the Board of Trade may appoint a person to fill the vacancy. (4) The company shall, within one week of the Board's power under the last foregoing subsection becoming exercisable, give them notice of that fact, and, if a company fails to give notice as required by this subsection, the company and every officer of the company who is in default shall be liable to a default fine. (5) Subject as hereinafter provided, the first auditors of a company may be appointed by the directors at any time before the first annual general meeting, and auditors so appointed shall hold office until the conclusion of that meeting: Provided that— (a) the company may at a general meeting remove any such auditors and appoint in their place any other persons who have been nominated for appointment by any member of the company and of "whose nomination notice has been given to the members of the company not less than fourteen days before the date of the meeting; and (b) if the directors fail to exercise their powers under this subsection, the company in general meeting may appoint the first auditors, and thereupon the said powers of the directors shall cease. (6) The directors may fill any casual vacancy in the office of auditor, but while any such vacancy continues, the surviving or continuing auditor or auditors, if any, may act. (7) The remuneration of the auditors of a company— (a) in the case of an auditor appointed by the directors or by the Board of Trade, may be fixed by the directors or by the Board, as the case may be; (b) subject to the foregoing paragraph, shall be fixed by the company in general meeting or in such manner as the company in general meeting may determine. For the purposes of this subsection, any sums paid by the company in respect of the auditors' expenses shall be deemed to be included in the expression “remuneration ”.

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