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.

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481 provisions

Title and introductory text

Companies Act 1948 1948 Chapter 38 An Act to consolidate the Companies Act, 1929, the Companies Act, 1947 (other than the provisions thereof relating to the registration of business names, bankruptcy and the prevention of fraud in connection with unit trusts), and certain other enactments amending the first-mentioned Act. [30th June 1948] Be it enacted by the King's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—

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1 Mode of forming incorporated company.

(1) Any seven or more persons, or, where the company to be formed will be a private company, any two or more persons, associated for any lawful purpose may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Act in respect of registration, form an incorporated company, with or without limited liability. (2) Such a company may be either— (a) a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them (in this Act termed “a company limited by shares ”) ; or (b) a company having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up (in this Act termed “a company limited by guarantee ”); or (c) a company not having any limit on the liability of its members (in this Act termed “an unlimited company ”).

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2 Requirements with respect to memorandum.

(1) The memorandum of every company must state— (a) the name of the company, with “limited ” as the last word of the name in the case of a company limited by shares or by guarantee; (b) whether the registered office of the company is to be situate in England or in Scotland; (c) the objects of the company. (2) The memorandum of a company limited by shares or by guarantee must also state that the liability of its members is limited. (3) The memorandum of a company limited by guarantee must also state that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount. (4) In the case of a company having a share capital— (a) the memorandum must also, unless the company is an unlimited company, state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount; (b) no subscriber of the memorandum may take less than one share; (c) each subscriber must write opposite to his name the number of shares he takes.

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3 Stamp and signature of memorandum.

The memorandum must bear the same stamp as if it were a deed, and must be signed by each subscriber in the presence of at least one witness who must attest the signature, and that attestation shall be sufficient in Scotland as well as in England.

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4 Restriction on alteration of memorandum.

A company may not alter the conditions contained in its memorandum except in the cases, in the mode and to the extent for which express provision is made in this Act.

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5 Mode in which and extent to which objects of company may be altered.

(1) A company may, by special resolution, alter the provisions of its memorandum with respect to the objects of the company, so far as may be required to enable it— (a) to carry on its business more economically or more efficiently; or (b) to attain its main purpose by new or improved means; or (c) to enlarge or change the local area of its operations; or (d) to carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company; or (e) to restrict or abandon any of the objects specified in the memorandum; or (f) to sell or dispose of the whole or any part of the undertaking of the company; or (g) to amalgamate with any other company or body of persons: Provided that if an application is made to the court in accordance with this section for the alteration to be cancelled, it shall not have effect except in so far as it is confirmed by the court. (2) An application under this section may be made— (a) by the holders of not less in the aggregate than fifteen per cent. in nominal value of the company's issued share capital or any class thereof or, if the company is not limited by shares, not less than fifteen per cent. of the company's members; or (b) by the holders of not less than fifteen per cent. of the company's debentures entitling the holders to object to alterations of its objects: Provided that an application shall not be made by any person who has consented to or voted in favour of the alteration. (3) An application under this section must be made within twenty-one days after the date on which the resolution altering the company's objects was passed, and may be made on behalf of the persons entitled to make the application by such one or more of their number as they may appoint in writing for the purpose. (4) On an application under this section the court may make an order confirming the alteration either wholly or in part and on such terms and conditions as it thinks fit, and may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members, and may give such directions and make such orders as it may think expedient for facilitating or carrying into effect any such arrangement: Provided that no part of the capital of the company shall be expended in any such purchase. (5) The debentures entitling the holders to object to alterations of a company's objects shall be any debentures secured by a floating charge which were issued or first issued before the first day of December, nineteen hundred and forty-seven, or form part of the same series as any debentures so issued, and a special resolution altering a company's objects shall require the same notice to the holders of any such debentures as to members of the company. In default of any provisions regulating the giving of notice to any such debenture holders, the provisions of the company's articles regulating the giving of notice to members shall apply. (6) In the case of a company which is, by virtue of a licence from the Board of Trade, exempt from the obligation to use the word “limited ” as part of its name, a resolution altering the company's objects shall also require the same notice to the Board of Trade as to members of the company. (7) Where a company passes a resolution altering its objects— (a) if no application is made with respect thereto under this section, it shall within fifteen days from the end of the period for making such an application deliver to the registrar of companies a printed copy of its memorandum as altered; and (b) if such an application is made it shall— (i) forthwith give notice of that fact to the registrar; and (ii) within fifteen days from the date of any order cancelling or confirming the alteration, deliver to the registrar an office copy of the order and, in the case of an order confirming the alteration, a printed copy of the memorandum as altered. The court may by order at any time extend the time for the delivery of documents to the registrar under paragraph (b) of this subsection for such period as the court may think proper. (8) If a company makes default in giving notice or delivering any document to the registrar of companies as required by the last foregoing subsection, the company and every officer of the company who is in default shall be liable to a default fine of ten pounds. (9) The validity of an alteration of the provisions of a company's memorandum with respect to the objects of the company shall not be questioned on the ground that it was not authorised by subsection (1) of this section except in proceedings taken for the purpose (whether under this section or otherwise) before the expiration of twenty-one days after the date of the resolution in that behalf; and where any such proceedings are taken otherwise than under this section the two last foregoing subsections shall apply in relation thereto as if they had been taken under this section and as if an order declaring the alteration invalid were an order cancelling it and as if an order dismissing the proceedings were an order confirming the alteration. (10) In relation to a resolution for altering the provisions of a company's memorandum with respect to the objects of the company passed before the first day of December, nineteen hundred and forty-seven, this section shall have effect as if, in lieu of the proviso to subsection (1) and subsections (2) to (9) thereof, there had been enacted therein the provisions of subsections (2) to (7) of section five of the Companies Act, 1929.

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6 Articles prescribing regulations for companies.

There may in the case of a company limited by shares, and there shall in the ease of a company limited by guarantee or unlimited, be registered with the memorandum articles of association signed by the subscribers to the memorandum and prescribing regulations for the company.

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7 Regulations required in case of unlimited company or company limited by guarantee.

(1) In the case of an unlimited company the articles must state the number of members with which the company proposes to be registered and, if the company has a share capital, the amount of share capital with which the company proposes to be registered. (2) In the case of a company limited by guarantee, the articles must state the number of members with which the company proposes to be registered. (3) Where an unlimited company or a company limited by guarantee has increased the number of its members beyond the registered number, it shall, within fifteen days after the increase was resolved on or took place, give to the registrar of companies notice of the increase, and the registrar shall record the increase. If default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine.

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8 Adoption and application of Table A.

(1) Articles of association may adopt all or any of the regulations contained in Table A. (2) In the case of a company limited by shares and registered after the commencement of this Act, if articles are not registered, or, if articles are registered, in so far as the articles do not exclude or modify the regulations contained in Table A, those regulations shall, so far as applicable, be the regulations of the company in the same manner and to the same extent as if they were contained in duly registered articles.

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9 Printing, stamp, and signature of articles.

Articles must— (a) be printed; (b) be divided into paragraphs numbered consecutively; (c) bear the same stamp as if they were contained in a deed; (d) be signed by each subscriber of the memorandum of association in the presence of at least one witness who must attest the signature, and that attestation shall be sufficient in Scotland as well as in England.

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10 Alteration of articles by special resolution.

(1) Subject to the provisions of this Act and to the conditions contained in its memorandum, a company may by special resolution alter or add to its articles. (2) Any alteration or addition so made in the articles shall, subject to the provisions of this Act, be as valid as if originally contained therein, and be subject in like manner to alteration by special resolution.

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11 Statutory forms of memorandum and articles.

The form of— (a) the memorandum of association of a company limited by shares; (b) the memorandum and articles of association of a company limited by guarantee and not having a share capital; (c) the memorandum and articles of association of a company limited by guarantee and having a share capital; (d) the memorandum and articles of association of an unlimited company having a share capital; shall be respectively in accordance with the forms set out" in Tables B, C, D and E in the First Schedule to this Act, or as near thereto as circumstances admit.

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12 Registration of memorandum and articles.

The memorandum and the articles, if any, shall be delivered to the registrar of companies for England or the registrar of companies for Scotland according as the registered office of the company is stated by the memorandum to be situate in England or Scotland, and the registrar shall retain and register them.

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13 Effect of registration.

(1) On the registration of the memorandum of a company the registrar shall certify under his hand that the company is incorporated and, in the case of a limited company, that the company is limited. (2) From the date of incorporation mentioned in the certificate of incorporation, the subscribers of the memorandum, together with such other persons as may from time to time become members of the company, shall be a body corporate by the name contained in the memorandum, capable forthwith of exercising all the functions of an incorporated company, and having perpetual succession and a common seal, but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is mentioned in this Act.

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14 Power of company to hold lands.

(1) A company incorporated under this Act shall have power to hold lands, and as regards lands in any part of the United Kingdom without licence in mortmain: Provided that a company formed for the purpose of promoting art, science, religion, charity or any other like object not involving the acquisition of gain by the company or by its individual members, shall not, without the licence of the Board of Trade, hold more than two acres of land, but the Board may by licence empower any such company to hold lands in such quantity, and subject to such conditions, as the Board think fit. (2) A licence given by the Board of Trade under this section shall be in accordance with the form set out in the Second Schedule to this Act, or as near thereto as circumstances admit.

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15 Conclusiveness of certificate of incorporation.

(1) A certificate of incorporation given by the registrar in respect of any association shall be conclusive evidence that all the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with, and that the association is a company authorised to be registered and duly registered under this Act. (2) A statutory declaration by a solicitor of the Supreme Court, and in Scotland by a solicitor, engaged in the formation of the company, or by a person named in the articles as a director or secretary of the company, of compliance with all or any of the said requirements shall be produced to the registrar, and the registrar may accept such a declaration as sufficient evidence of compliance.

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16 Registration of unlimited company as limited.

(1) Subject to the provisions of this section, a company registered as unlimited may register under this Act as limited, or a company already registered as a limited company may re-register under this Act, but the registration of an unlimited company as a limited company shall not affect the rights or liabilities of the company in respect of any debt or obligation incurred, or any contract entered into, by, to, with or on behalf of the company before the registration, and those rights or liabilities may be enforced in manner provided by Part VIII of this Act in the case of a company registered in pursuance of that Part. (2) On registration in pursuance of this section the registrar shall close the former registration of the company, and may dispense with the delivery to him of copies of any documents with copies of which he was furnished on the occasion of the original registration of the company, but, save as aforesaid, the registration shall take place in the same manner and shall have effect as if it were the first registration of the company under this Act, and as if the provisions of the Acts under which the company was previously registered and regulated had been contained in different Acts from those under which the company is registered as a limited company.

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17 Prohibition of registration of companies by undesirable names.

No company shall be registered by a name which in the opinion of the Board of Trade is undesirable.

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18 Change of name.

(1) A company may by special resolution and with the approval of the Board of Trade signified in writing change its name. (2) If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name is registered by a name which, in the opinion of the Board of Trade, is too like the name by which a company in existence is previously registered, the first-mentioned company may change its name with the sanction of the Board of Trade and, if they so direct within six months of its being registered by that name, shall change it within a period of six weeks from the date of the direction or such longer period as the Board may think fit to allow. If a company makes default in complying with a direction under this subsection, it shall be liable to a fine not exceeding five pounds for every day during which the default continues. (3) Where a company changes its name under this section, the registrar shall enter the new name on the register in place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case. (4) A change of name by a company under this section shall not affect any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

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19 Power to dispense with “limited ” in name of charitable and other companies.

(1) Where it is proved to the satisfaction of the Board of Trade that an association about to be formed as a limited company is to be formed for promoting commerce, art, science, religion, charity or any other useful object, and intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of any dividend to its members, the Board may by licence direct that the association may be registered as a company with limited liability, without the addition of the word “limited ” to its name, and the association may be registered accordingly and shall, on registration, enjoy all the privileges and (subject to the provisions of this section) be subject to all the obligations of limited companies. (2) Where it is proved to the satisfaction of the Board of Trade— (a) that the objects of a company registered under this Act as a limited company are restricted to those specified in the foregoing subsection and to objects incidental or conducive thereto; and (b) that by its constitution the company is required to apply its profits, if any, or other income in promoting its objects and is prohibited from paying any dividend to its members; the Board may by licence authorise the company to make by special resolution a change in its name including or consisting of the omission of the word “limited ”, and subsections (3) and (4) of the last foregoing section shall apply to a change of name under this subsection as they apply to a change of name under that section. (3) A licence by the Board of Trade under this section may be granted on such conditions and subject to such regulations as the Board think fit, and those conditions and regulations shall be binding on the body to which the licence is granted, and (where the grant is under subsection (1) of this section) shall, if the Board so direct, be inserted in the memorandum and articles, or in one of those documents. (4) A body to which a licence is granted under this section shall be excepted from the provisions of this Act relating to the use of the word “limited ” as any part of its name, the publishing of its name and the sending of lists of members to the registrar of companies. (5) A licence under this section may at any time be revoked by the Board of Trade, and upon revocation the registrar shall enter the word “limited ” at the end of the name upon the register of the body to which it was granted, and the body shall cease to enjoy the exemptions and privileges or, as the case may be, the exemptions granted by this section: Provided that, before a licence is so revoked, the Board shall give to the body notice in writing of their intention, and shall afford it ah opportunity of being heard in opposition to the revocation. (6) Where a body in respect of which a licence under this section is in force alters the provisions of its memorandum with respect to its objects, the Board of Trade may (unless they see fit to revoke the licence) vary the licence by making it subject to such conditions and regulations as the Board think fit, in lieu of or in addition to the conditions and regulations, if any, to which the licence was formerly subject. (7) Where a licence granted under this section to a body the name of which contains the words “Chamber of Commerce ” is revoked, the body shall, within a period of six weeks from the date of revocation or such longer period as the Board of Trade may think fit to allow, change its name to a name which does not contain those words, and— (a) the notice to be given under the proviso to subsection (5) of this section to that body shall include a statement of the effect of the foregoing provisions of this subsection; and (b) subsections (3) and (4) of the last foregoing section shall apply to a change of name under this subsection as they apply to a change of name under that section. If the body makes default in complying with the requirements of this subsection, it shall be liable to a fine not exceeding fifty pounds for every day during which the default continues.

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20 Effect of memorandum and articles.

(1) Subject to the provisions of this Act, the memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as if they respectively had been signed and sealed by each member, and contained covenants on the part of each member to observe all the provisions of the memorandum and of the articles. (2) All money payable by any member to the company under the memorandum or articles shall be a debt due from him to the company, and in England be of the nature of a specialty debt.

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21 Provision as to memorandum and articles of companies limited by guarantee.

(1) In the case of a company limited by guarantee and not having a share capital, and registered on or after the first day of January, nineteen hundred and one, every provision in the memorandum or articles or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member shall be void. (2) For the purpose of the provisions of this Act relating to the memorandum of a company limited by guarantee and of this section, every provision in the memorandum or articles, or in any resolution, of a company limited by guarantee and registered on or after the date aforesaid, purporting to divide the undertaking of the company into shares or interests shall be treated as a provision for a share capital, notwithstanding that the nominal amount or number of the shares or interests is not specified thereby.

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22 Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.

Notwithstanding anything in the memorandum or articles of a company, no member of the company shall be bound by an alteration made in the memorandum or articles after the, date on which he became a member, if and so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability as at that date to contribute to the share capital of, or otherwise to pay money to, the company: Provided that this section shall not apply in any case where the member agrees in writing, either before or after the alteration is made, to be bound thereby.

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23 Power to alter conditions in memorandum which could have been contained in articles.

(1) Subject to the provisions of the last foregoing section and of section two hundred and ten of this Act, any condition contained in a company's memorandum which could lawfully have been contained in articles of association instead of in the memorandum may, subject to the provisions of this section, be altered by the company by special resolution: Provided that if an application is made to the court for the alteration to be cancelled, it shall not have effect except in so far as it is confirmed by the court. (2) This section shall not apply where the memorandum itself provides for or prohibits the alteration of all- or any of the said conditions, and shall not authorise any variation or abrogation of the special rights of any class of members. (3) Subsections (2), (3), (4), (7) and (8) of section five of this Act (except paragraph (b) of the said subsection (2)) shall apply in relation to any alteration and to any application made under this section as they apply in relation to alterations and to applications made under that section. (4) This section shall apply to a company's memorandum whether registered before or after the commencement of this Act.

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24 Copies of memorandum and articles to be given to members.

(1) A company shall, on being so required by any member, send to him a copy of the memorandum and of the articles, if any, and a copy of any Act of Parliament which alters the memorandum, subject to payment, in the case of a copy of the memorandum and of the articles, of one shilling or such less sum as the company may prescribe, and, in the case of a copy of an Act, of such sum not exceeding the published price thereof as the company may require. (2) If a company makes default in complying with this section, the company and every officer of the company who is in default shall be liable for each offence to a fine not exceeding one pound.

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25 Issued copies of memorandum to embody alterations.

(1) Where an alteration is made in the memorandum of a company, every copy of the memorandum issued after the date of the alteration shall be in accordance with the alteration. (2) If, where any such alteration has been made, the company at any time after the date of the alteration issues any copies of the memorandum which are not in accordance with the alteration, it shall be liable to a fine not exceeding one pound for each copy so issued, and every officer of the company who is in default shall be liable to the like penalty.

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26 Definition of member.

(1) The subscribers of the memorandum of a company shall be deemed to have agreed to become members of the company, and on its registration shall be entered as members in its register of members. (2) Every other person who agrees to become a member of a company, and whose name is entered in its register of members, shall be a member of the company.

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27 Membership of holding company.

(1) Except in the cases hereafter in this section mentioned, a body corporate cannot be a member of a company which is its holding company, and any allotment or transfer of shares in a company to its subsidiary shall be void. (2) Nothing in this section shall apply where the subsidiary is concerned as personal representative, or where it is concerned as trustee, unless the holding company or a subsidiary thereof is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money. (3) This section shall not prevent a subsidiary which is, at the commencement of this Act,- a member of its holding company, from continuing to be a member but, subject to the last foregoing subsection, the subsidiary shall have no right to vote at meetings of the holding company or any class of members thereof. (4) Subject to subsection (2) of this section, subsections (1) and (3) thereof shall apply in relation to a nominee for a body corporate which is a subsidiary, as if references in the said subsections (1) and (3) to such a body corporate included references to a nominee for it. (5) In relation to a company limited by guarantee or unlimited which is a holding company, the reference in this section to shares, whether or not it has a share capital, shall be construed as including a reference to the interest of its members as such, whatever the form of that interest.

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28 Meaning of “private company ”.

(1) For the purposes of this Act, the expression “private company ” means a company which by its articles— (a) restricts the right to transfer its shares; and (b) limits the number of its members to fifty, not including persons who are in the employment of the company and persons who, having been formerly in the employment of the company, were while in that employment, and have continued after the determination of that employment to be, members of the company; and (c) prohibits any invitation to the public to subscribe for any shares or debentures of the company. (2) Where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this section, be treated as a single member.

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29 Consequences of default in complying with conditions constituting a company a private company.

Where the articles of a company include the provisions which, under the last foregoing section, are required to be included in the articles of a company in order to constitute it a private company but default is made in complying with any of those provisions, the company shall cease to be entitled to the privileges and exemptions conferred on private companies under the provisions contained in section thirty-one, subsection (1) of section one hundred and twenty-nine, paragraph (d) of section two hundred and twenty-two and paragraph (i) of proviso (a) to subsection (1) of section two hundred and twenty-four of this Act, and thereupon the provisions contained in the first, third and fourth of those enactments shall apply to the company as if it were not a private company and the provisions contained in the second of those enactments shall cease to apply to the company: Provided that the court, on being satisfied that the failure to comply with the conditions was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any other person interested and on such terms and conditions as seem to the court just and expedient, order that the company be relieved from such consequences as aforesaid.

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30 Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be private company.

(1) If a company, being a private company, alters ,its articles in such manner that they no longer include the provisions which, under section twenty-eight of this Act, are required to be included in the articles of a company in order to constitute it a private company, the company shall, as on the date of the alteration, cease to be a private company and shall, within a period of fourteen days after the said date, deliver to the registrar of companies for registration a statement in lieu of prospectus in the form and containing the particulars set out in Part I of the Third Schedule to this Act and, in the cases mentioned in Part II of that Schedule, setting out the reports specified therein, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule: Provided that a statement in lieu of prospectus need not be delivered under this subsection if within the said period of fourteen days a prospectus relating to the company which complies, or is deemed by virtue of a certificate of exemption under section thirty-nine of this Act to comply, with the Fourth Schedule to this Act, is issued and is delivered to the registrar of companies as required by section forty-one of this Act. (2) Every statement in lieu of prospectus delivered under the foregoing subsection shall, where the persons making any such report as aforesaid have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of the said Third Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor. (3) If default is made in complying with subsection (1) or (2) of this section, the company and every officer of the company who is in default shall be liable to a default fine of fifty pounds. (4) Where a statement in lieu of prospectus delivered to the registrar of companies under subsection (1) of this section includes any untrue statement, any person who authorised the delivery of the statement in lieu of prospectus for registration shall be liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine not exceeding five hundred pounds, or both; or (b) on summary conviction, to imprisonment for a term not exceeding three months or a fine not exceeding one hundred pounds, or both; unless he proves either that the untrue statement was immaterial or that he had reasonable ground to believe and did up to the time of the delivery for registration of the statement in lieu of prospectus believe that the untrue statement was true. (5) For the purposes of this section— (a) a statement included in a statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included; and (b) a statement shall be deemed to be included in a statement in lieu of prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein.

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31 Members severally liable for debts where business carried on with fewer than seven, or in case of private company two, members.

If at any time the number of members of a company is reduced, in the case of a private company, below two, or, in the case of any other company, below seven, and it carries on business for more than six months while the number is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognisant of the fact that it is carrying on business with fewer than two members, or seven members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor.

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32 Form or contracts.

(1) Contracts on behalf of a company may be made as follows:— (a) a contract which if made between private persons would be by law required to be in writing, and if made according to English law to be under seal, may be made on behalf of the company in writing under the common seal of the company; (b) a contract which if made between private persons would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under its authority, express or implied; (c) a contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf- of the company by any person acting under its authority, express or implied. (2) A contract made according to this section shall be effectual in law, and shall bind the company and its successors and all other parties thereto. (3) A contract made according to this section may be varied or discharged in the same manner in which it is authorised by this section to be made. (4) A deed to which a company is a party shall be held to be validly executed according to the law of Scotland on behalf of the company if it is executed in accordance with the provisions of this Act or is sealed with the common seal of the company and subscribed on behalf of the company by two of the directors or by a director and the secretary of the company, and such subscription on behalf of the company shall be binding whether attested by witnesses or not.

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33 Bills of exchange and promissory notes.

A bill of exchange or promissory note shall be deemed to have been made, accepted or endorsed on behalf of a company if made, accepted or endorsed in the name of, or by or on behalf or on account of, the company by any person acting under its authority.

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34 Execution of deeds abroad.

(1) A company may, by writing under its common seal, empower any person, either generally or in respect of any specified matters, as its attorney, to execute deeds on its behalf in any place not situate in the United Kingdom. (2) A deed signed by such an attorney on behalf of the company and under his seal shall bind the company and have the same effect as if it were under its common seal.

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35 Power for company to have official seal for use abroad.

(1) A company whose objects require or comprise the transaction of business in foreign countries may, if authorised by its articles, have for use in any territory, district, or place not situate in the United Kingdom, an official seal, which shall be a facsimile of the common seal of the company, with the addition on its face of the name of every territory, district or place where it is to be used. (2) A deed or other document to which an official seal is duly affixed shall bind the company as if it had been sealed with the common seal of the company. (3) A company having an official seal for use in any such territory, district or place may, by writing under its common seal, authorise any person appointed for the purpose in that territory, district or place to affix the official seal to any deed or other document to which the company is party in that territory, district or place. (4) The authority of any such agent shall, as between the company and any person dealing with the agent, continue during the period, if any, mentioned in the instrument conferring the authority, or if no period is there mentioned, then until notice of the revocation or determination of the agent's authority has been given to the person dealing with him. (5) The person affixing any such official seal shall, by writing under his hand, certify on the deed or other instrument to which the seal is affixed the date on which and the place at which it is affixed.

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36 Authentication of documents.

A document or proceeding requiring authentication by a company may be signed by a director, secretary or other authorised officer of the company, and need not be under its common seal.

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37 Dating of prospectus.

A prospectus issued by or on behalf of a company or in relation to an intended company shall be dated, and that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus.

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38 Matters to be stated and reports to be set out in prospectus.

(1) Subject to the provisions of the next following section, every prospectus issued by or on behalf of a company, or by or on behalf of any person who is or has been engaged or interested in the formation of the company, must state the matters specified in Part I of the Fourth Schedule to this Act and set out the reports specified in Part II of that Schedule, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule. (2) A condition requiring or binding an applicant for shares in or debentures of a company to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void. (3) Subject to the provisions of the next following section, it shall not be lawful to issue any form of application for shares in or debentures of a company unless the form is issued with a prospectus which complies with the requirements of this section: Provided that this subsection shall not apply if it is shown that the form of application was issued either— (a) in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures; or (b) in relation to shares or debentures which were not offered to the public. If any person acts in contravention of the provisions of this subsection, he shall be liable to a fine not exceeding five hundred pounds. (4) In the event of non-compliance with or contravention of any of the requirements of this section, a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance or contravention, if— (a) as regards any matter not disclosed, he proves that he was not cognisant thereof; or (b) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part; or (c) the non-compliance or contravention was in respect of matters which in the opinion of the court dealing with the case were immaterial or was otherwise such as ought, in the opinion of that court, having regard to all the circumstances of the case, reasonably to be excused: Provided that, in the event of failure to include in a prospectus a statement with respect to the matters specified in paragraph 16 of the Fourth Schedule to this Act, no director or other person shall incur any liability in respect of the failure unless it be proved that he had knowledge of the matters not disclosed. (5) This section shall not apply— (a) to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to snares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; or (b) to the issue of a prospectus or form of application relating to shares or debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being dealt in or quoted on a prescribed stock exchange; but, subject as aforesaid, this section shall apply to a prospectus or a form of application whether issued on or with reference to the formation of a company or subsequently. (6) Nothing in this section shall limit or diminish any liability which any person may incur under the general law or this Act apart from this section.

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39 Exclusion of foregoing section and relaxation of Fourth Schedule in case of certain prospectuses.

(1) Where— (a) it is proposed to offer any shares in or debentures of a company to the public by a prospectus issued generally (that is to say, issued to persons who are not existing members or debenture holders of the company); and (b) application is made to a prescribed stock exchange for permission for those shares or debentures to be dealt in or quoted on that stock exchange; there may, on the request of the applicant, be given by or on behalf of that stock exchange a certificate of exemption, that is to say, a certificate that, having regard to the proposals (as stated in the request) as to the size and other circumstances of the issue of shares or debentures and as to any limitations on the number and class of persons to whom the offer is to be made, compliance with the requirements of the Fourth Schedule to this Act would be unduly burdensome. (2) If a certificate of exemption is given, and if the proposals aforesaid are adhered to and the particulars and information required to be published in connection with the application for permission made to the stock exchange are so published, then— (a) a prospectus giving the particulars and information aforesaid in the form in which they are so required to be published shall be deemed to comply with the requirements of the Fourth Schedule to this Act; and (b) the last foregoing section shall not apply to any issue, after the permission applied for is granted, of a prospectus or form of application relating to the shares or debentures.

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