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

160 Provisions as to resolutions relating to appointment and removal of auditors.

(1) Special notice shall be required for a resolution at a company's annual general meeting appointing as auditor a person other than a retiring auditor or providing expressly that a retiring auditor shall not be reappointed. (2) On receipt of notice of such an intended resolution as aforesaid, the company shall forthwith send a copy thereof to the retiring auditor (if any). (3) Where notice is given of such an intended resolution as aforesaid and the retiring auditor makes with respect to the intended resolution representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so,— (a) in any notice of the resolution given to members of the company, state the fact of the representations having been made; and (b) send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company); and if a copy of the representations is not sent as aforesaid because received too late or because of the company's default, the auditor may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting: Provided that copies of the representations need not be sent out and the representations need not be read out at the meeting 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 auditor, notwithstanding that he is not a party to the application. (4) The last foregoing subsection shall apply to a resolution to remove the first auditors by virtue of subsection (5) of the last foregoing section as it applies in relation to a resolution that a retiring auditor shall not be reappointed.

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161 Disqualifications for appointment as auditor.

(1) A person shall not be qualified for appointment as auditor of a company unless either— (a) he is a member of a body of accountants established in the United Kingdom and for the time being recognised for the purposes of this provision by the Board of Trade; or (b) he is for the time being authorised by the Board of Trade to be so appointed either as having similar qualifications obtained outside the United Kingdom or as having obtained adequate knowledge and experience in the course of his employment by a member of a body of accountants recognised for the purposes of the foregoing paragraph or as having before the sixth day of August, nineteen hundred and forty-seven, practised in Great Britain as an accountant: Provided that this subsection shall not apply in the case of a private company which at the time of the auditor's appointment is an exempt private company. (2) None of the following persons shall be qualified for appointment as auditor of a company— (a) an officer or servant of the company; (b) a person who is a partner of or in the employment of an officer or servant of the company; (c) a body corporate: Provided that paragraph (b) of this subsection shall not apply in the case of a private company which at the time of the auditor's appointment is an exempt private company. References in this subsection to an officer or servant shall be construed as not including references to an auditor. (3) A person shall also not be qualified for appointment as auditor of a company if he is, by virtue of the last foregoing subsection, disqualified for appointment as auditor of any other body corporate which is that company's subsidiary or holding company or a subsidiary of that company's holding company, or would be so disqualified if the body corporate were a company. (4) Notwithstanding anything in the foregoing provisions of this section, a Scottish firm shall be qualified for appointment as auditor of a company if, but only if, all the partners are qualified for appointment as auditor thereof. (5) Any body corporate which acts as auditor of a company shall be liable to a fine not exceeding one hundred pounds.

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162 Auditors' report and right of access to books and to attend and be heard at general meetings.

(1) The auditors shall make a report to the members on the accounts examined by them, and on every balance sheet, every profit and loss account and all group accounts laid before the company in general meeting during their tenure of office, and the report shall contain statements as to the matters mentioned in the Ninth Schedule to this Act. (2) The auditors' report shall be read before the company in general meeting and shall be open to inspection by any member. (3) Every auditor of a company shall have a right of access at all times to the books and accounts and vouchers of the company, and shall be entitled to require from the officers of the company such information and explanation as he thinks necessary for the performance of the duties of the auditors. (4) The auditors of a company shall be entitled to attend any general meeting of the company and to receive all notices of and other communications relating to any general meeting which any member of the company is entitled to receive and to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as auditors.

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163 Construction of references to documents annexed to accounts.

References in this Act to a document annexed or required to be annexed to a company's accounts or any of them shall not include the directors' report or the auditors' report: Provided that any information which is required by this Act to be given in accounts, and is thereby allowed to be given in a statement annexed, may be given in the directors' report instead of in the accounts and, if any such information is so given, the report shall be annexed to the accounts and this Act shall apply in relation thereto accordingly, except that the auditors shall report thereon only so far as it gives the said information.

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164 Investigation of company's affairs on application of members.

(1) The Board of Trade may appoint one or more competent inspectors to investigate the affairs of a company and to report thereon in such manner as the Board, direct— (a) in the case of a company having a share capital, on the application either of not less than two hundred members or of members holding not less than one tenth of the shares issued; (b) in the case of a company not having a share capital, on the application of not less than one fifth in number of the persons on the company's register of members. (2) The application shall be supported by such evidence as the Board Of Trade may require for the purpose of showing that the applicants have good reason for requiring the investigation, and the Board may, before appointing an inspector, require the applicants to give security, to an amount not exceeding one hundred pounds, for payment of the costs of the investigation.

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165 Investigation of company's affairs in other cases.

Without prejudice to their powers under the last foregoing section, the Board of Trade— (a) shall appoint one or more competent inspectors to investigate the affairs of a company and to report thereon in such manner as the Board direct, if— (i) the company by special resolution; or (ii) the court by order; declares that its affairs ought to be investigated by an inspector appointed by the Board; and (b) may do so if it appears to the Board that there are circumstances suggesting— (i) that its business is being conducted with intent to defraud its creditors or the creditors of any other person or otherwise for a fraudulent or unlawful purpose or in a manner oppressive of any part of its members or that it was formed for any fraudulent or unlawful purpose; or (ii) that persons concerned with its formation or the management of its affairs have in connection therewith been guilty of fraud, misfeasance or other misconduct towards it or towards its members; or (iii) that its members have not been given all the information with respect to its affairs which they might reasonably expect.

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166 Power of inspectors to carry investigation into affairs of related companies.

If an inspector appointed under either of the two last foregoing sections to investigate the affairs of a company thinks it necessary for the purposes of his investigation to investigate also the affairs of any other body corporate which is or has at any relevant time been the company's subsidiary or holding company or a subsidiary of its holding company or a holding company of its subsidiary, he shall have power so to do, and shall report on the affairs of the other body corporate so far as he thinks the results of his investigation thereof are relevant to the investigation of the affairs of the first-mentioned company.

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167 Production of documents, and evidence, on investigation.

(1) It shall be the duty of all officers and agents of the company and of all officers and agents of any other body corporate whose affairs are investigated by virtue of the last foregoing section to produce to the inspectors all books and documents of or relating to the company or, as the case may be, the other body corporate which are in their custody or power and otherwise to give to the inspectors all assistance in connection with the investigation which they are reasonably able to give. (2) An inspector may examine on oath the officers and agents of the company or other body corporate in relation to its business, and may administer an oath accordingly. (3) If any officer or agent of the company or other body corporate refuses to produce to the inspectors any book or document which it is his duty under this section so to produce, or refuses to answer any question which is put to him by the inspectors with respect to the affairs of the company or other body corporate, as the case may be, the inspectors may certify the refusal under their hand to the court, and the court may thereupon inquire into the case, and after hearing any witnesses who may be produced against or on behalf of the alleged offender and after hearing any statement which may be offered in defence, punish the offender in like manner as if he had been guilty of contempt of the court. (4) If an inspector thinks it necessary for the purpose of his investigation that a person whom he has no power to examine on oath should be so examined, he may apply to the court and the court may if it sees fit order that person to attend and be examined on oath before it on any matter relevant to the investigation, and on any such examination— (a) the inspector may take part therein either personally or by solicitor or counsel; (b) the court may put such questions to the person examined as the court thinks fit; (c) the person examined shall answer all such questions as the court may put or allow to be put to him, but may at-his own cost employ a solicitor with or without counsel, who shall be at liberty to put to him such questions as the court may deem just for the purpose of enabling him to explain or qualify any answers given by him; and notes of the examination shall be taken down in writing, and shall be read over to or by, and signed by, the person examined, and may thereafter be used in evidence against him : Provided that, notwithstanding anything in paragraph (c) of this subsection, the court may allow the person examined such costs as in its discretion it may think fit, and any costs so allowed shall be paid as part of the expenses of the investigation. (5) In this section, any reference to officers or to agents shall include past, as well as present, officers or agents, as the case may be, and for the purposes of this section the expression “agents ”, in relation to a company or other body corporate shall include the bankers and solicitors of the company or other body corporate and any persons employed by the company or other body corporate as auditors, whether those persons are or are not officers of the company or other body corporate.

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168 Inspectors' report.

(1) The inspectors may, and, if so directed by the Board of Trade, shall, make interim reports to the Board, and on the conclusion of the investigation shall make a final report to the Board. Any such report shall be written or printed, as the Board direct. (2) The Board of Trade shall— (a) forward a copy of any report made by the inspectors to the registered office of the company; (b) if the Board think fit, furnish a copy thereof on request and on payment of the prescribed fee to any other person who is a member of the company or of any other body corporate dealt with in the report by virtue of section one hundred and sixty-six of this Act or whose interests as a creditor of the company or of any such other body corporate as aforesaid appear to the Board to be affected; (c) where the inspectors are appointed under section one hundred and sixty-four of this Act, furnish, at the request of the applicants for the investigation, a copy to them; and (d) where the inspectors are appointed under section one hundred and sixty-five of this Act in pursuance of an order of the court, furnish a copy to the court; and may also cause the report to be printed and published.

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169 Proceedings on inspectors' report.

(1) If from any report made under the last foregoing section it appears to the Board of Trade that any person has, in relation to the company or to any other body corporate whose affairs have been investigated by virtue of section one hundred and sixty-six of this Act, been guilty of any offence for which he is criminally liable, the Board shall proceed as follows:— (a) in the case of an offence in England, if it appears to the Board that the case is one in which the prosecution ought to be undertaken by the Director of Public Prosecutions, the Board shall refer the matter to him; (b) in the case of an offence in Scotland, the Board shall refer the matter to the Lord Advocate. (2) If, where any matter is referred to the Director of Public Prosecutions under this section, he considers that the case is one in which a prosecution ought to be instituted, he shall institute proceedings accordingly, and it shall be the duty of all officers and agents of the company or other body corporate as aforesaid, as the case may be (other than the defendant in the proceedings) to give him all assistance in connection with the prosecution which they are reasonably able to give. Subsection (5) of section one hundred and sixty-seven of this Act shall apply for the purposes of this subsection as it applies for the purposes of that section. (3) If, in the case of any body corporate liable to be wound up under this Act, it appears to the Board of Trade, from any such report as aforesaid that it is expedient so to do by reason of any such circumstances as are referred to in sub-paragraph (i) or (ii) of paragraph (b) of section one hundred and sixty-five of this Act, the Board may, unless the body corporate is already being wound up by the court, present a petition for it to be so wound up if the court thinks it just and equitable that it should be wound up or a petition for an order under section two hundred and ten of this Act or both. (4) If from any such report as aforesaid it appears to the Board of Trade that proceedings ought in the public interest to be brought by any body corporate dealt with by the report for the recovery of damages in respect of any fraud, misfeasance or other misconduct in connection with the promotion or formation of that body corporate or the management of its affairs, or for the recovery of any property of the body corporate which has been misapplied or wrongfully retained, they may themselves bring proceedings for that purpose in the name of the body corporate. (5) The Board of Trade shall indemnify the body corporate against any costs or expenses incurred by it in or in connection with any proceedings brought by virtue of the last foregoing subsection.

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170 Expenses of investigation of company's affairs.

(1) The expenses of and incidental to an investigation by an inspector appointed by the Board of Trade under the foregoing provisions of this Act shall be defrayed in the first instance by the Board of Trade, but the following persons shall, to the extent mentioned, be liable to repay the Board:— (a) any person who is convicted on a prosecution instituted as a result of the investigation by the Director of Public Prosecutions or by or on behalf of the Lord Advocate, or who is ordered to pay damages or restore any property in proceedings brought by virtue of subsection (4) of the last foregoing section, may in the same proceedings be ordered to pay the said expenses to such extent as may be specified in the order; (b) any body corporate in whose name proceedings are brought as aforesaid shall be liable to the amount or value of any sums or property recovered by it as a result of those proceedings; and (c) unless as a result of the investigation a prosecution is instituted by the Director of Public Prosecutions or by or on behalf of the Lord Advocate,— (i) any body corporate dealt with by the report, where the inspector was appointed otherwise than of the Board's own motion, shall be liable, except so far as the Board otherwise .direct; and (ii) the applicants for the investigation, where the inspector was appointed under section one hundred and sixty-four of this Act, shall be liable to such extent (if any) as the Board may direct; and any amount for which a body corporate is liable by virtue of paragraph (b) of this subsection shall be a first charge on the sums or property mentioned in that paragraph. (2) The report of an inspector appointed otherwise than of the Board of Trade's own motion may, if he thinks fit, and shall, if the Board so direct, include a recommendation as to the directions (if any) which he thinks appropriate, in the light of his investigation, to be given under paragraph (c) of the foregoing subsection. (3) For the purposes of this section, any costs or expenses incurred by the Board of Trade in or in connection with proceedings brought by virtue of subsection (4) of the last foregoing section (including expenses incurred by virtue of subsection (5) thereof) shall be treated as expenses of the investigation giving rise to the proceedings. (4) Any liability to repay the Board of Trade imposed by paragraphs (a) and (b) of subsection (1) of this section shall, subject to satisfaction of the Board's right to repayment, be a liability also to indemnify all persons against liability under paragraph (c) thereof, and any such liability imposed by the said paragraph (a) shall, subject as aforesaid, be a liability also to indemnify all persons against liability under the said paragraph (b); and any person liable under the said paragraph (a) or (b) or either sub-paragraph of the said paragraph (c) shall be entitled to contribution from any other person liable under the same paragraph or sub-paragraph, as the case may be, according to the amount of their respective liabilities thereunder. (5) The expenses to be defrayed by the Board of Trade under this section shall, so far as not recovered thereunder, be paid out of moneys provided by Parliament, but subsection (3) of section thirteen of the Economy (Miscellaneous Provisions) Act, 1926 (which provides for the issue out of the Bankruptcy and Companies Winding-up (Fees) Account of sums towards meeting the charges estimated by the Board of Trade in respect of salaries and expenses under this Act in relation to the winding up of companies in England) shall have effect as if the said expenses were expenses incurred by the Board under this Act in relation to the winding up of companies in England.

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171 Inspectors' report to be evidence.

A copy of any report of any inspectors appointed under the foregoing provisions of this Act, authenticated by the seal of the company whose affairs they have investigated, shall be admissible in any legal proceeding as evidence of the opinion of the inspectors in relation to any matter contained in the report.

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172 Appointment and powers of inspectors to investigate ownership of company.

(1) Where it appears to the Board of Trade that there is good reason so to do, they may appoint one or more competent inspectors to investigate and report on the membership of any company and otherwise with respect to the company for the purpose of determining the true persons who are or have been financially interested in the success or failure (real or apparent) of the company or able to control or materially to influence the policy of the company. (2) The appointment of an inspector under this section may define the scope of his investigation, whether as respects the matters or the period to which it is to extend or otherwise, and in particular may limit the investigation to matters connected with particular shares or debentures. (3) Where an application for an investigation under this section with respect to particular shares or debentures of a company is made to the Board of Trade by members of the company, and the number of applicants or the amount of the shares held by them is not less than that required for an application for the appointment of an inspector under section one hundred and sixty-four of this Act, the Board of Trade shall appoint an inspector to conduct the investigation unless they are satisfied that the application is vexatious, and the inspector's appointment shall not exclude from the scope of his investigation any matter which the application seeks to have included therein, except in so far as the Board of Trade are satisfied that it is unreasonable for that matter to be investigated. (4) Subject to the terms of an inspector's appointment his powers shall extend to the investigation of any circumstances suggesting the existence of an arrangement or understanding which, though not legally binding, is or was observed or likely to be observed in practice and which is relevant to the purposes of his investigation. (5) For the purposes of any investigation under this section sections one hundred and sixty-six to one hundred and sixty-eight of this Act, shall apply with the necessary modifications of references to the affairs of the company or to those of any other body corporate, so, however, that— (a) the said sections shall apply in relation to all persons who are or have been, or whom the inspector has reasonable cause to believe to be or have been, financially interested in the success or failure or the apparent success or failure of the company or any other body corporate whose membership is investigated with that of the company, or able to control or materially to influence the policy thereof, including persons concerned only on behalf of others, as they apply in relation to officers and agents of the company or of the other body corporate, as the case may be; and (b) the Board of Trade shall not be bound to furnish the company or any other person with a copy of any report - by an inspector appointed under this section or with a complete copy thereof if they are of opinion that there is good reason for not divulging the contents of the report or of parts thereof, but shall cause to be kept by the registrar a copy of any such report or, as the case may be, the parts of any such report, as respects which they are not of that opinion. (6) The expenses of any investigation under this section shall be defrayed by the Board of Trade out of moneys provided by Parliament.

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173 Power to require information as to persons interested in shares or debentures.

(1) Where it appears to the Board of Trade that there is good reason to investigate the ownership of any shares in or debentures of a company and that it is unnecessary to appoint an inspector for the purpose, they may require any person whom they have reasonable cause to believe— (a) to be or to have been interested in those shares or debentures; or (b) to act or to have acted in relation to those shares or debentures as the solicitor or agent of someone interested therein; to give them any information which he has or can reasonably be expected to obtain as to the present and past interests in those shares or debentures and the names and addresses of the persons interested and of any persons who act or have acted on their behalf in relation to the shares or debentures. (2) For the purposes of this section, a person shall be deemed to have an interest in a share or debenture if he has any right to acquire or dispose of the share or debenture or any interest therein or to vote- in respect thereof, or if his consent is necessary for the exercise of any of the rights of other persons interested therein, or if other persons interested therein can be required or are accustomed to exercise their rights in accordance with his instructions. (3) Any person who fails to give any information required of him under this section, or who in giving any such information makes any statement which he knows to be false in a material particular, or recklessly makes any statement which is false in a material particular, shall be liable to imprisonment for a term not exceeding six months or to a fine not exceeding five hundred pounds or to both.

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174 Power to impose restrictions on shares or debentures.

(1) Where in connection with an investigation under either of the two last foregoing sections it appears to the Board of Trade that there is difficulty in finding out the relevant facts about any shares (whether issued or to be issued), and that the difficulty is due wholly or mainly to the unwillingness of the persons concerned or any of them to assist the investigation as required by this Act, the Board may by order direct that the shares shall until further order be subject to the restrictions imposed by this section. (2) So long as any shares are directed to be subject to the restrictions imposed by this section— (a) any transfer of those shares, or in the case of unissued shares any transfer of the right to be issued therewith and any issue thereof, shall be void; (b) no voting rights shall be exercisable in respect of those shares; (c) no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder thereof; (d) except in a liquidation, no payment shall be made of any sums due from the company on those shares, whether in respect of capital or otherwise. (3) Where the Board of Trade make an order directing that shares shall be subject to the said restrictions, or refuse to make an order directing that shares shall cease to be subject thereto, any person aggrieved thereby may apply to the court, and the court may, if it sees fit, direct that the shares shall cease to be subject to the said restrictions. (4) Any order (whether of the Board of Trade or of the court) directing that shares shall cease to be subject to the said restrictions which is expressed to be made with a view to permitting a transfer of those shares may continue the restrictions mentioned in paragraphs (c) and (d) of subsection (2) of this section, either in whole or in part, so far as they relate to any right acquired or offer made before the transfer. (5) Any person who— (a) exercises or purports to exercise any right to dispose of any shares which, to his knowledge, are for the time being subject to the said restrictions or of any right to be issued with any such shares; or (b) votes in respect of any such shares, whether as holder or proxy, or appoints a proxy to vote in respect thereof; or (c) being the holder of any such shares, fails to notify of their being subject to the said restrictions any person whom he does not know to be aware of that fact but does know to be entitled, apart from the said restrictions, to vote in respect of those shares whether as holder or proxy; shall be liable to imprisonment for a term not exceeding six months or to a fine not exceeding five hundred pounds or to both. (6) Where shares in any company are issued in contravention of the said restrictions, the company and every officer of the company who is in default shall be liable to a fine not exceeding five hundred pounds. (7) A prosecution shall not be instituted in England under this section except by or with the consent of the Board of Trade. (8) This section shall apply in relation to debentures as it applies in relation to shares.

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175 Saving for solicitors and bankers.

Nothing in the foregoing provisions of this Part of this Act shall require disclosure to the Board of Trade or to an inspector appointed by them— (a) by a solicitor of any privileged communication made to him in that capacity, except as respects the name and address of his client; or (b) by a company's bankers as such of any information as to the affairs of any of their customers other than the company.

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176 Directors.

Every company registered on or after the first day of November, nineteen hundred and twenty-nine (other than a private company) shall have at least two directors, and every company registered before that date (other than a private company), and every private company, shall have a director.

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177 Secretary.

(1) Every company shall have a secretary and a sole director shall not also be secretary. (2) Anything required or authorised to be done by or to the secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or to any officer of the company authorised generally or specially in that behalf by the directors.

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178 Prohibition of certain persons being sole director or secretary.

No company shall— (a) have as secretary to the company a corporation the sole director of which is a sole director of the company; or (b) have as sole director of the company a corporation the sole director of which is secretary to the company.

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179 Avoidance of acts done by person in dual capacity as director and secretary.

A provision requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.

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180 Validity of acts of directors.

The acts of a director or manager shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification.

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181 Restrictions on appointment or advertisement of director.

(1) A person shall not be capable of being appointed director of a company by the articles, and shall not be named as a director or proposed director of a company in a prospectus issued by or on behalf of the company, or as proposed director of an intended company in a prospectus issued in relation to that intended company, or in a statement in lieu of prospectus delivered to the registrar by or on behalf of a company, unless, before the registration of the articles or the publication of the prospectus or the delivery of the statement in lieu of prospectus, as the case may be, he has by himself or by his agent authorised in writing— (a) signed and delivered to the registrar of companies for registration a consent in writing to act as such director; and (b) either— (i) signed the memorandum for a number of shares not less than his qualification, if any; or (ii) taken from the company and paid or agreed to pay for his qualification shares, if any; or (iii) signed and delivered to the registrar for registration an undertaking in writing to take from the company and pay for his qualification shares, if any; or (iv) made and delivered to the registrar for registration a statutory declaration to the effect that a number of shares, not less than his qualification, if any, are registered in his name. (2) Where a person has signed and delivered as aforesaid an undertaking to take and pay for his qualification shares, he shall, as regards those shares, be in the same position as if he had signed the memorandum for that number of shares. (3) References in this section to the share qualification of a director or proposed director shall be construed as including only a share qualification required on appointment or within a period determined by reference to the time of appointment, and references therein to qualification shares shall be construed accordingly. (4) On the application for registration of the memorandum and articles of a company, the applicant shall deliver to the registrar a list of the persons who have consented to be directors of the company, and, if this list contains the name of any person who has not so consented, the applicant shall be liable to a fine not exceeding fifty pounds. (5) This section shall not apply to— (a) a company not having a share capital; or (b) a private company; or (c) a company which was a private company before becoming a public company; or (d) a prospectus issued by or on behalf of a company after the expiration of one year from the date on which the company was entitled to commence business.

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182 Share qualifications of directors.

(1) Without prejudice to the restrictions imposed by the last foregoing section, it shall be the duty of every director who is by the articles of the company required to hold a specified share qualification, and who is not already qualified, to obtain his qualification within two months after his appointment, or such shorter time as may be fixed by the articles. (2) For the purpose of any provision in the articles requiring a director or manager to hold a specified share qualification, the bearer of a share warrant shall not be deemed to be the holder of the shares specified in the warrant. (3) The office of director of a company shall be vacated if the director does not within two months from the date of his appointment, or within such shorter time as may be fixed by the articles, obtain his qualification, or if after the expiration of the said period or shorter time he ceases at any time to hold his qualification. (4) A person vacating office under this section shall be incapable of being reappointed director of the company until he has obtained his qualification. (5) If after the expiration of the said period or shorter time any unqualified person acts as a director of the company, he shall be liable to a fine not exceeding five pounds for every day between the expiration of the said period or shorter time or the day on which he ceased to be qualified, as the case may be, and the last day on which it is proved that he acted as a director.

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183 Appointment of directors to be voted on individually.

(1) At a general meeting of a company other than a private company, a motion for the appointment of two or more persons as directors of the company by a single resolution shall not be made, unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it. (2) A resolution moved in contravention of this section shall be void, whether or not its being so moved was objected to at the time: Provided that— (a) this subsection shall not be taken as excluding the operation of section one hundred and eighty of this Act; and (b) where a resolution so moved is passed, no provision for the automatic reappointment of retiring directors in default of another appointment shall apply. (3) For the purposes of this section, a motion for approving a person's appointment or for nominating a person for appointment shall be treated as a motion for his appointment. (4) Nothing in this section shall apply to a resolution altering the company's articles.

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184 Removal of directors.

(1) A company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its articles or in any agreement between it and him: Provided that this subsection shall not, in the case of a private company, authorise the removal of a director holding office for life on the eighteenth day of July, nineteen hundred arid forty-five, whether or not subject to retirement under an age limit by virtue of the articles or otherwise. (2) Special notice shall be required of any resolution to remove a director under this section or to appoint somebody instead of a director so removed at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director under this section the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting. (3) Where notice is given of an intended resolution to remove a director under this section and the director concerned makes with respect thereto representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so,— (a) in any notice of the resolution given to members of the company state the fact of the representations having been made; and (b) send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company); and if a copy of the representations is not sent as aforesaid because received too late or because of the company's default, the director may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting: Provided that copies of the representations need not be sent out and the representations need not be read out at the meeting 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 director, notwithstanding that he is not a party to the application. (4) A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy. (5) A person appointed director in place of a person removed under this section shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the person in whose place he is appointed was last appointed a director. (6) Nothing in this section shall be taken as depriving a person removed thereunder of compensation or damages payable to him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section.

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185 Retirement of directors under age limit.

(1) Subject to the provisions of this section, no person shall be capable of being appointed a director of a company which is subject to this section if at the time of his appointment he has attained the age of seventy. (2) Subject as aforesaid, a director of a company which is subject to this section shall vacate his office at the conclusion of the annual general meeting commencing next after he attains the age of seventy: Provided that acts done by a person as director shall be valid notwithstanding that it is afterwards discovered that his appointment had terminated by virtue of this subsection. (3) Where a person retires by virtue of the last foregoing subsection, no provision for the automatic reappointment of retiring directors in default of another appointment shall apply; and if at the meeting at which he retires the vacancy is not filled it may be filled as a casual vacancy. (4) Subsection (2) of this section shall not apply to a' director who is in office at the commencement of this Act so as to terminate his then appointment before the conclusion of the third annual general meeting commencing after the commencement of this Act, but shall apply so as to terminate it at the conclusion of that meeting if he has attained the age of seventy before the commencement of the meeting. (5) Nothing in the foregoing provisions of this section shall prevent the appointment of a director at any age, or require a director to retire at any time, if his appointment is or was made or approved by the company in general meeting, but special notice shall be required of any resolution appointing or approving the appointment of a director for it to have effect for the purposes of this subsection and the notice thereof given to the company and by the company to its members must state or must have stated the age of the person to whom it relates. (6) A person reappointed director on retiring by virtue of subsection (2) of this section, or appointed in place of a director so retiring, shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the retiring director was last appointed before his retirement; but, except as provided by this subsection, the retirement of a director out of turn by virtue of the said subsection (2) shall be disregarded in determining when any other directors are to retire. (7) In the case of a company first registered after the beginning of the year nineteen hundred and forty-seven, this section shall have effect subject to the provisions of the company's articles; and in the case of a company first registered before the beginning of that year— (a) this section shall have effect subject to any alterations of the company's articles made after the beginning thereof; and (b) if at the beginning thereof the company's articles contained provision for retirement of directors under an age limit or for preventing or restricting appointments of directors over a given age this section shall not apply to directors to whom that provision applies. (8) A company shall be subject to this section if it is not a private company or if, being a private company, it is the subsidiary of a body corporate incorporated in the United Kingdom which is neither a private company nor a company registered under the law relating to companies for the time being in force in Northern Ireland and having provisions in its constitution which would, if it had been registered in Great Britain, entitle it to rank as a private company; and for the purposes of any other section of this Act which refers to a company subject to this section, a company shall be deemed to be subject to this section notwithstanding that all or any of the provisions thereof are excluded or modified by the company's articles.

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186 Duty of directors to disclose age to company.

(1) Any person who is appointed or to his knowledge proposed to be appointed director of a company subject to the last foregoing section at a time when he has attained any retiring age applicable to him as director either under this Act or under the company's articles shall give notice of his age to the company: Provided that this subsection shall not apply in relation to a person's reappointment on the termination of a previous appointment as director of the company. (2) Any person who— (a) fails to give notice of his age as required by this section; or (b) acts as director under any appointment which is invalid or has terminated by reason of his age; shall be liable to a fine not exceeding five pounds for every day during which the failure continues or during which he continues to act as aforesaid. (3) For the purposes of the last foregoing subsection, a person who has acted as director under an appointment which is invalid or has terminated shall be deemed to have continued so to act throughout the period from the invalid appointment or the date on which the appointment terminated, as the case may be, until the last day on which he is shown to have acted thereunder.

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187 Provisions as to undischarged bankrupts acting as directors.

(1) If any person being an undischarged bankrupt acts as director of, or directly or indirectly takes part in or is concerned in the management of, any company except with the leave of the court by which he was adjudged bankrupt, he shall be liable on conviction on indictment to imprisonment for a term not exceeding two years, or on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding five hundred pounds or to both such imprisonment and fine: Provided that a person shall not be guilty of an offence under this section by reason that he, being an undischarged bankrupt, has acted as director of, or taken part or been concerned in the management of, a company, if he was on the third day of August, nineteen hundred and twenty-eight, acting as director of, or taking part or being concerned in the management of, that company and has continuously so acted, taken part or been concerned since that date and the bankruptcy was prior to that date. (2) In England the leave of the court for the purposes of this section shall not be given unless notice of intention to apply therefor has been served on the official receiver, and it shall be the duty of the official receiver, if he is of opinion that it is contrary to the public interest that any such application should be granted, to attend on the hearing of and oppose the granting of the application. (3) In this section the expression “company ” includes an unregistered company and a company incorporated outside Great Britain which has an established place of business within Great Britain, and the expression “official receiver ” means the official receiver in bankruptcy. (4) Subsection (1) of this section in its application to Scotland shall have effect as if the words “sequestration of his estates was awarded ” were substituted for the words “he was adjudged bankrupt ”.

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188 Power to restrain fraudulent persons from managing companies.

(1) Where— (a) a person is convicted on indictment of any offence in connection with the promotion, formation or management of a company; or (b) in the course of winding up a company it appears that a person— (i) has been guilty of any offence for which he is liable (whether he has been convicted or not) under section three hundred and thirty-two of this Act; or (ii) has otherwise been guilty, while an officer of the company, of any fraud in relation to the company or of any breach of his duty to the company; the court may make an order that that person shall not, without the leave of the court, be a director of or in any way, whether directly or indirectly, be concerned or take part, in the management of a company for such period not exceeding five years as may be specified in the order. (2) In the foregoing subsection the expression “the court ”, in relation to the making of an order against any person by virtue of paragraph (a) thereof, includes the court before which he is convicted, as well as any court having jurisdiction to wind up the company, and in relation to the granting of leave means any court having jurisdiction to wind up the company as respects which leave is sought. (3) A person intending to apply for the making of an order under this section by the court having jurisdiction to wind up a company shall give not less than ten days' notice of his intention to the person against whom the order is sought, and on the hearing of the application the last-mentioned person may appear and himself give evidence or call witnesses. (4) An application for the making of an order under this section by the court having jurisdiction to wind up a company may be made by the official receiver, or by the liquidator of the company or by any person who is or has been a member or creditor of the company; and on the hearing of any application for an order under this section by the official receiver or the liquidator, or of any application for leave under this section by a person against whom an order has been made on the application of the official receiver or the liquidator, the official receiver or liquidator shall appear and call the attention of the court to any matters which seem to him to be relevant, and may himself give evidence or call witnesses. (5) An order may be made by virtue of sub-paragraph (ii) of paragraph (b) of subsection (1) of this section notwithstanding that the person concerned may be criminally liable in respect of the matters on the ground of which the order is to be made, and for the purposes of the said sub-paragraph (ii) the expression “officer ” shall include any person in accordance with whose directions or instructions the directors of the company have been accustomed to act. (6) If any person acts in contravention of an order made under this section, he shall, in respect of each offence, be liable on conviction on indictment to imprisonment for a term not exceeding two years, or on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding five hundred pounds or to both.

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189 Prohibition of tax-free payments to directors.

(1) It shall not be lawful for a company to pay a director remuneration (whether as director or otherwise) free of income tax or of income tax other than surtax, or otherwise calculated by reference to or varying with the amount of his income tax or his income tax other than surtax, or to or with the rate or standard rate of income tax, except under a contract which was in force on the eighteenth day of July, nineteen hundred and forty-five, and provides expressly, and not by reference to the articles, for payment of remuneration as aforesaid. (2) Any provision contained in a company's articles, or in any contract other than such a contract as aforesaid, or in any resolution of a company or a company's directors, for payment to a director of remuneration as aforesaid shall have effect as if it provided for payment, as a gross sum subject to income tax and surtax, of the net sum for which it actually provides. (3) This section shall not apply to remuneration due before the commencement of this Act or in respect of a period before the commencement of this Act.

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190 Prohibition of loans to directors.

(1) It shall not be lawful for a company to make a loan to any person who is its director or a director of its holding company, or to enter into any guarantee or provide any security in connection with a loan made to such a person as aforesaid by any other person: Provided that nothing in this section shall apply either— (a) to anything done by a company which is for the time being an exempt private company; or (b) to anything done by a subsidiary, where the director is its holding company; or (c) subject to the next following subsection, to anything done to provide any such person as aforesaid with funds to meet expenditure incurred or to be incurred by him for the purposes of the company or for the purpose of enabling him properly to perform is duties as an officer of the company; or (d) in the case of a company whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business. (2) Proviso (c) to the foregoing subsection shall not authorise the making of any loan, or the entering into any guarantee, or the provision of any security, except either— (a) with the prior approval of the company given at a general meeting at which the purposes of the expenditure and the amount of the loan or the extent of the guarantee or security, as the case may be, are disclosed; or (b) on condition that, if the approval of the company is not given as aforesaid at or before the next following annual general meeting, the loan shall be repaid or the liability under the guarantee or security shall be discharged, as the case may be, within six months from the conclusion of that meeting. (3) Where the approval of the company is not given as required by any such condition, the directors authorising the making of the loan, or the entering into the guarantee, or the provision of the security, shall be jointly and severally liable to indemnify the company against any loss arising therefrom.

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191 Approval of company requisite for payment by it to director for loss of office, &c.

It shall hot be lawful for a company to make to any director of the company any payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, without particulars with respect to the proposed payment (including the amount thereof) being disclosed to members of the company and the proposal being approved by the company.

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192 Approval of company requisite for any payment, in connection with transfer of its property, to director for loss of office, &c.

(1) It is hereby declared that it is not lawful in connection with the transfer of the whole or any part of the undertaking or property of a company for any payment to be made to any director of the company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, unless particulars with respect to the proposed payment (including the amount thereof) have been disclosed to the members of the company and the proposal approved by the company. (2) Where a payment which is hereby declared to be illegal is made to a director of the company, the amount received shall be deemed to have been received by him in trust for the company.

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193 Duty of director to disclose payment for loss of office, &c, made in connection with transfer of shares in company.

(1) Where, in connection with the transfer to any persons of all or any of the shares in a company, being a transfer resulting from— (a) an offer made to the general body of shareholders; (b) an offer made by or on behalf of some other body corporate with a view to the company becoming its subsidiary or a subsidiary of its holding company; (c) an offer made by or on behalf of an individual with a view to his obtaining the right to exercise or control the exercise of not less than one third of the voting power at any general meeting of the company; or (d) any other offer which is conditional on acceptance to a given extent; a payment is to be made to a director of the company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, it shall be the duty of that director to take all reasonable steps to secure that particulars with respect to the proposed payment (including the amount thereof) shall be included in or sent with any notice of the offer made for their shares which is given to any shareholders. (2) If— (a) any such director fails to take reasonable steps as aforesaid; or (b) any person who has been properly required by any such director to include the said particulars in or send them with any such notice as aforesaid fails so to do; he shall be liable to a fine not exceeding twenty-five pounds. (3) If— (a) the requirements of subsection (1) of this section are not complied with in relation to any such payment as is therein mentioned; or (b) the making of the proposed payment is not, before the transfer of any shares in pursuance of the offer, approved by a meeting summoned for the purpose of the holders of the shares to which the offer relates and of other holders of shares of the same class as any of the said shares, any sum received by the director on account of the payment shall be deemed to have been received by him in trust for any persons who have sold their shares as a result of the offer made, and the expenses incurred by him in distributing that sum amongst those persons shall be borne by him and not retained out of that sum. (4) Where the shareholders referred to in paragraph (b) of the last foregoing subsection are not all the members of the company and no provision is made by the articles for summoning or regulating such a meeting as is mentioned in that paragraph, the provisions of this Act and of the company's articles relating to general meetings of the company shall, for that purpose, apply to the meeting either without modification or with such modifications as the Board of Trade on the application of any person concerned may direct for the purpose of adapting them to the circumstances of the meeting. (5) If at a meeting summoned for the purpose of approving any payment as required by paragraph (b) of subsection (3) of this section a quorum is not present and, after the meeting has been adjourned to a later date, a quorum is again not present, the payment shall be deemed for the purposes of that subsection to have been approved.

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194 Provisions supplementary to three foregoing sections.

(1) Where in proceedings for the recovery of any payment as having, by virtue of subsections (1) and (2) of the last but one foregoing section or subsections (1) and (3) of the last foregoing section, been received by any person in trust, it is shown that— (a) the payment was made in pursuance of any arrangement entered into as part of the agreement for the transfer in question, or within one year before or two years after that agreement or the offer leading thereto; and (b) the company or any person to whom the transfer was made was privy to that arrangement; the payment shall be deemed, except in so far as the contrary is shown, to be one to which the subsections apply. (2) If in connection with any such transfer as is mentioned in either of the two last foregoing sections— (a) the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him is in excess of the price which could at the time have been obtained by other holders of the like shares; or (b) any valuable consideration is given to any such director; the excess or the money value of the consideration, as the case may be, shall, for the purposes of that section, be deemed to have been a payment made to him by way of compensation for loss of office or as consideration for or in connection with his retirement from office. (3) It is hereby declared that references in the three last foregoing sections to payments made to any director of a company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, do not include any bona fide payment by way of damages for breach of contract or by way of pension in respect of past services, and for the purposes of this subsection the expression “pension ” includes any superannuation allowance, superannuation gratuity or similar payment. (4) Nothing in the two last foregoing sections shall be taken to prejudice the operation of any rule of law requiring disclosure to be made with respect to any such payments as are therein mentioned or with respect to any other like payments made or to be made to the directors of a company.

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195 Register of directors' shareholdings, &c.

(1) Every company shall keep a register showing as respects each director of the company (not being its holding company) the number, description and amount of any shares in or debentures of the company or any other body corporate, being the company's subsidiary or holding company, or a subsidiary of the company's holding company, which are held by or in trust for him or of which he has any right to become the holder (whether on payment or not): Provided that the register need not include shares in any body corporate which is the wholly-owned subsidiary of another body corporate, and for this purpose a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members but that other and that other's wholly-owned subsidiaries and its or their nominees. (2) Where any shares or debentures fall to be or cease to be recorded in the said register in relation to any director by reason of a transaction entered into after the commencement of this Act and while he is a director, the register shall also show the date of, and price or other consideration for, the transaction: Provided that where there is an interval between the agreement for any such transaction and the completion thereof, the date shall be that of the agreement. (3) The nature and extent of a director's interest or right in or over any shares or debentures recorded in relation to him in the said register shall, if he so requires, be indicated in the register. (4) The company shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares or debentures. (5) The said register shall, subject to the provisions of this section, be kept at the company's registered office and shall be open to inspection 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) as follows:— (a) during the period beginning fourteen days before the date of the company's annual general meeting and ending three days after the date of its conclusion, it shall be open to the inspection of any member or holder of debentures of the company; and (b) during that or any other period, it shall be open to the inspection of any person acting on behalf of the Board of Trade. In computing the fourteen days and the three days mentioned in this subsection, any day which is a Saturday or Sunday or a bank holiday shall be disregarded. (6) Without prejudice to the rights conferred by the last foregoing subsection, the Board of Trade may at any time require a copy of the said register, or any part thereof. (7) The said register shall also be produced at the commencement of the company's annual general meeting and remain open and accessible during the continuance of the meeting to any person attending the meeting. (8) If default is made in complying with the last foregoing subsection 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 (1) or (2) of this section, or if any inspection required under this section is refused or any copy required thereunder is not sent within a reasonable time, the company and every officer of the company who is in default shall be liable to a fine not exceeding five hundred pounds and further to a default fine of two pounds. (9) In the case of any such refusal, the court may by order compel an immediate inspection of the register. (10) For the purposes of this section— (a) any person in accordance with whose directions or-instructions the directors of a company are accustomed to act shall be deemed to be a director of the company; and (b) a director of a company shall be deemed to hold, or to have any interest or right in or over, any shares or debentures if a body corporate other than the company holds them or has that interest or right in or over them, and either— (i) that body corporate or its directors are accustomed to act in accordance with his directions or instructions; or (ii) he is entitled to exercise or control the exercise of one third or more of the voting power at any general meeting of that body corporate.

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196 Particulars in accounts of directors' salaries, pensions, &c.

(1) In any accounts of a company laid before it in general meeting, or in a statement annexed thereto, there shall, subject to and in accordance with the provisions of this section, be shown so far as the information is contained in the company's books and papers or the company has the right to obtain it from the persons concerned— (a) the aggregate amount of the directors' emoluments; (b) the aggregate amount of directors' or past directors' pensions; and (c) the aggregate amount of any compensation to directors or past directors in respect of loss of office. (2) The amount to be shown under paragraph (a) of subsection (1) of this section— (a) shall include any emoluments paid to or receivable by any person in respect of his services as director of the company or in respect of his services, while director of the company, as director of any subsidiary thereof or otherwise in connection with the management of the affairs of the company or any subsidiary thereof; and (b) shall distinguish between emoluments in respect of services as director, whether of the company or its subsidiary, and other emoluments; and for the purposes of this section the expression “emoluments ”, in relation to a director, includes fees and percentages, any sums paid by way of expenses allowance in so far as those sums are charged to United Kingdom income tax, any contribution paid in respect of him under any pension scheme and the estimated money value of any other benefits received by him otherwise than in cash. (3) The amount to be shown under paragraph (b) of the said subsection (1)— (a) shall not include any pension paid or receivable under a pension scheme if the scheme is such that the contributions thereunder are substantially adequate for the maintenance of the scheme, but save as aforesaid shall include any pension paid or receivable in respect of any such services of a director or past director of the company as are mentioned in the last foregoing subsection, whether to or by him or, on his nomination or by virtue of dependence on or other connection with him, to or by any other person; and (b) shall distinguish between pensions in respect of services as director, whether of the company or its subsidiary, and other pensions; and for the purposes of this section the expression “pension ” includes any superannuation allowance, superannuation gratuity or similar payment, and the expression “pension scheme ” means a scheme for the provision of pensions in respect of services as director or otherwise which is maintained in whole or in part by means of contributions, and the expression “contribution” in relation to a pension scheme means any payment (including an insurance premium) paid for the purposes of the scheme by or in respect of persons rendering services in respect of which pensions will or may become payable under the scheme, except that it does not include any payment in respect of two or more persons if the amount paid in respect of each of them is not ascertainable. (4) The amount to be shown under paragraph (c) of the said subsection (1)— (a) shall include any sums paid to or receivable by a director or past director by way of compensation for the loss of office as director of the company or for the loss, while director of the company or on or in connection with his ceasing to be a director of the company, of any other office in connection with the management of the company's affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary thereof; and (b) shall distinguish between compensation in respect of the office of director, whether of the company or its subsidiary, and compensation in respect of other offices; and for the purposes of this section references to compensation for loss of office shall include sums paid as consideration for or in connection with a person's retirement from office. (5) The amounts to be shown under each paragraph of the said subsection (1)— (a) shall include all relevant sums paid by or receivable from— (i) the company; and (ii) the company's subsidiaries; and (iii) any other person; except sums to be accounted for to the company or any of its subsidiaries or, by virtue of section one hundred and ninety-three of this Act, to past or present members of the company or any of its subsidiaries or any class of those members; and (b) shall distinguish, in the case of the amount to be shown under paragraph (c) of the said subsection (1), between the sums respectively paid by or receivable from the company, the company's subsidiaries and persons other than the company and its subsidiaries. (6) The amounts to be shown under this section for any financial year shall be the sums receivable in respect of that year, whenever paid, or, in the case of sums not receivable in respect of a period, the sums paid during that year, so, however, that where— (a) any sums are not shown in the accounts for the relevant financial year on the ground that the person receiving them is liable to account therefor as mentioned in paragraph (a) of the last foregoing subsection, but the liability is thereafter wholly or partly released or is not enforced within a period of two years; or (b) any sums paid by way of expenses allowance are charged to United Kingdom income tax after the end of the relevant financial year; those sums shall, to the extent to which the liability is released or not enforced or they are charged as aforesaid, as the case may be, be shown in the first accounts in which it is practicable to show them or in a statement annexed thereto, and shall be distinguished from the amounts to be shown therein apart from this provision. (7) Where it is necessary so to do for the purpose of making any distinction required by this section in any amount to be shown thereunder, the directors may apportion any payments between the matters in respect of which they have been paid or are receivable in such manner as they think appropriate. (8) If in the case of any accounts the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in their report thereon, so far as they are reasonably able to do so, a statement giving the required particulars. (9) In this section any reference to a company's subsidiary— (a) in relation to a person who is or was, while a director of the company, a director also, by virtue of the company's nomination, direct or indirect, of any other body corporate, shall, subject to the following paragraph, include that body corporate, whether or not it is or was in fact the company's subsidiary; and (b) shall for the purposes of subsections (2) and (3) be taken as referring to a subsidiary at the time the services were rendered, and for the purposes of subsection (4) be taken as referring to a subsidiary immediately before the loss of office as director of the company.

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197 Particulars in accounts of loans to officers, &c.

(1) The accounts which, in pursuance of this Act, are to be laid before every company in general meeting shall, subject to the provisions of this section, contain particulars showing— (a) the amount of any loans made during the company's financial year to— (i) any officer of the company; or (ii) any person who, after the making of the loan, became during that year an officer of the company; by the company or a subsidiary thereof or by any other person under a guarantee from or on a security provided by the company or a subsidiary thereof (including any such loans -which were repaid during that year); and (b) the amount of any loans made in manner aforesaid to any such officer or person as aforesaid at any time before the company's financial year and outstanding at the expiration thereof. (2) The foregoing subsection shall not require the inclusion in accounts of particulars of— (a) a loan made in the ordinary course of its business by the company or a subsidiary thereof, where the ordinary business of the company or, as the case may be, the subsidiary, includes the lending of money; or (b) a loan made by the company or a subsidiary thereof to an employee of the company or subsidiary, as the case may be, if the loan does not exceed two thousand pounds and is certified by the directors of the company or subsidiary, as the case may be, to have been made in accordance with any practice adopted or about to be adopted by the company or subsidiary with respect to loans to its employees; not being, in either case, a loan made by the company under a guarantee from or on a security provided by a subsidiary thereof or a loan made by a subsidiary of the company under a guarantee from or on a security provided by the company or any other subsidiary thereof. (3) If in the case of any such accounts as aforesaid the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in their report on the balance sheet of the company, so far as they are reasonably able to do so, a statement giving the required particulars. (4) References in this section to a subsidiary shall be taken as referring to a subsidiary at the end of the company's financial year (whether or not a subsidiary at the date of the loan).

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198 General duty to make disclosure for purposes of three foregoing sections.

(1) It shall be the duty of any director of a company to give notice to the company of such matters relating to himself as may be necessary for the purposes of sections one hundred and ninety-five and one hundred and ninety-six of this Act and of the last foregoing section except so far as it relates to loans made, by the company or by any other person under a guarantee from or on a security provided by the company, to an officer thereof. (2) Any such notice given for the purposes of the said section one hundred and ninety-five shall be in writing and, if it is not given at a meeting of the directors, the director giving it shall take reasonable steps to secure that it is brought up and read at the next meeting of directors after it is given. (3) Subsection (1) of this section shall apply— (a) for the purposes of the last foregoing section, in relation to officers other than directors; and (b) for the purposes of the said section one hundred and ninety-six and the last foregoing section, in relation to persons who are or have at any time during the preceding five years been officers; as it applies in relation to directors. (4) Any person who makes default in complying with the foregoing provisions of this section shall be liable to a fine not exceeding fifty pounds.

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199 Disclosure by directors of interests in contracts.

(1) Subject to the provisions of this section, it shall be the duty of a director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company to declare the nature of his interest at a meeting of the directors of the company. (2) In the case of a proposed contract the declaration required by this section to be made by a director shall be made at the meeting of the directors at which the question of entering into the contract is first taken into consideration, or if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he became so interested, and in a case where the director becomes interested in a contract after it is made, the said declaration shall be made at the first meeting of the directors held after the director becomes so interested. (3) For the purpose of this section, a general notice given to the directors of a company by a director to the effect that he is a member of a specified company or firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that company or firm, shall be deemed to be a sufficient declaration of interest in relation to any contract so made: Provided that no such notice shall be of effect unless either it is given at a meeting of the directors or the director takes reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given. (4) Any director who fails to comply with the provisions of this section shall be liable to a fine not exceeding one hundred pounds. (5) Nothing in this section shall be taken to prejudice the operation of any rule of law restricting directors of a company from having any interest in contracts with the company.

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