Companies Act 2006
Provisions
1,961 in the library
Part 1 – General introductory provisions6
Companies and Companies Acts
Types of company
Part 2 – Company formation13
General
Requirements for registration
Registration and its effect
Part 3 – A company's constitution22
Chapter 1 – Introductory
Chapter 2 – Articles of association › General
Chapter 2 – Articles of association › Alteration of articles
Chapter 2 – Articles of association › Supplementary
Chapter 3 – Resolutions and agreements affecting a company's constitution
Chapter 4 – Miscellaneous and supplementary provisions › Statement of company's objects
Chapter 4 – Miscellaneous and supplementary provisions › Other provisions with respect to a company's constitution
Chapter 4 – Miscellaneous and supplementary provisions › Supplementary provisions
Part 4 – A company's capacity and related matters14
Capacity of company and power of directors to bind it
Formalities of doing business under the law of England and Wales or Northern Ireland
Formalities of doing business under the law of Scotland
Other matters
Part 5 – A company's name43
Chapter 1 – General requirements › Prohibited names
Chapter 1 – General requirements › Sensitive words and expressions
Chapter 1 – General requirements › Permitted characters etc
Chapter 1 – General requirements › Computer code
Chapter 1 – General requirements › Prohibitions where a company has been required to change a name
Chapter 2 – Indications of company type or legal form › Required indications for limited companies
Chapter 2 – Indications of company type or legal form › Inappropriate use of indications of company type or legal form
Chapter 3 – Similarity to other names › Similarity to other name on registrar's index
Chapter 3 – Similarity to other names › Similarity to other name in which person has goodwill
Chapter 4 – Other powers of the Secretary of State and the registrar › Provision of misleading information
Chapter 4 – Other powers of the Secretary of State and the registrar › Misleading indication of activities and names used for criminal purposes
Chapter 4 – Other powers of the Secretary of State and the registrar › Direction to change name wrongly registered
Chapter 4 – Other powers of the Secretary of State and the registrar › Registrar’s powers to change names
CHAPTER 4A – Exceptions
Chapter 5 – Change of name
Chapter 6 – Trading disclosures
Part 6 – A company's registered office and email address5
General
Welsh companies
Registered email address
Part 7 – Re-registration as a means of altering a company's status23
Introductory
Private company becoming public
Public company becoming private
Private limited company becoming unlimited
Unlimited private company becoming limited
Public company becoming private and unlimited
Part 8 – A company's members46
Chapter 1 – The members of a company
Chapter 2 – Register of members › General Duty to keep register
Chapter 2 – Register of members › Duty to keep index of members
Chapter 2 – Register of members › Inspection etc of register and index of members
Chapter 2 – Register of members › Removal of entries from register of members
Chapter 2 – Register of members › Special cases
Chapter 2 – Register of members › Supplementary
Chapter 3 – Overseas branch registers
Chapter 4 – Prohibition on subsidiary being member of its holding company › General prohibition
Chapter 4 – Prohibition on subsidiary being member of its holding company › Subsidiary acting as personal representative or trustee
Chapter 4 – Prohibition on subsidiary being member of its holding company › Subsidiary acting as dealer in securities
Chapter 4 – Prohibition on subsidiary being member of its holding company › Supplementary
Part 9 – Exercise of members' rights9
Effect of provisions in company's articles
Information rights
Exercise of rights where shares held on behalf of others
Part 10 – A company's directors117
Chapter 1 – Appointment and removal of directors › Requirement to have directors
Chapter 1 – Appointment and removal of directors › Appointment
Chapter 1 – Appointment and removal of directors › Notification of information about directors
Chapter 1 – Appointment and removal of directors › Directors: duties relating to ID verification and notification
Chapter 1 – Appointment and removal of directors › Removal
Chapter 2 – General duties of directors › Introductory
Chapter 2 – General duties of directors › The general duties
Chapter 2 – General duties of directors › Supplementary provisions
Chapter 3 – Declaration of interest in existing transaction or arrangement
Chapter 4 – Transactions with directors requiring approval of members › Service contracts
Chapter 4 – Transactions with directors requiring approval of members › Substantial property transactions
Chapter 4 – Transactions with directors requiring approval of members › Loans, quasi-loans and credit transactions
Chapter 4 – Transactions with directors requiring approval of members › Payments for loss of office
Chapter 4 – Transactions with directors requiring approval of members › Supplementary
CHAPTER 4A – Directors of quoted companies ...: special provision › Interpretation
CHAPTER 4A – Directors of quoted companies ...: special provision › Restrictions relating to remuneration or loss of office payments
CHAPTER 4A – Directors of quoted companies ...: special provision › Supplementary
Chapter 5 – Directors' service contracts
Chapter 6 – Contracts with sole members who are directors
Chapter 7 – Directors' liabilities › Provision protecting directors from liability
Chapter 7 – Directors' liabilities › Ratification of acts giving rise to liability
Chapter 8 – Directors' residential addresses: protection from disclosure
Chapter 9 – Supplementary provisions › Provision for employees on cessation or transfer of business
Chapter 9 – Supplementary provisions › Records of meetings of directors
Chapter 9 – Supplementary provisions › Meaning of “director” and “shadow director”
Chapter 9 – Supplementary provisions › Other definitions
Chapter 9 – Supplementary provisions › General
Part 11 – Derivative claims and proceedings by members10
Chapter 1 – Derivative claims in England and Wales or Northern Ireland
Chapter 2 – Derivative proceedings in Scotland
Part 12 – Company secretaries13
Private companies
Public companies
Provisions applying to private companies with a secretary and to public companies
Notification of information about secretaries
Person acting in dual capacity
Part 13 – Resolutions and meetings96
Chapter 1 – General provisions about resolutions
Chapter 2 – Written resolutions › General provisions about written resolutions
Chapter 2 – Written resolutions › Circulation of written resolutions
Chapter 2 – Written resolutions › Agreeing to written resolutions
Chapter 2 – Written resolutions › Supplementary
Chapter 3 – Resolutions at meetings › General provisions about resolutions at meetings
Chapter 3 – Resolutions at meetings › Calling meetings
Chapter 3 – Resolutions at meetings › Notice of meetings
Chapter 3 – Resolutions at meetings › Members' statements
Chapter 3 – Resolutions at meetings › Procedure at meetings
Chapter 3 – Resolutions at meetings › Proxies
Chapter 3 – Resolutions at meetings › Adjourned meetings
Chapter 3 – Resolutions at meetings › Electronic communications
Chapter 3 – Resolutions at meetings › Application to class meetings
Chapter 4 – Public companies and traded companies: additional requirements for AGMs
Chapter 5 – Additional requirements for quoted companies AND TRADED COMPANIES › Website publication of poll results
Chapter 5 – Additional requirements for quoted companies AND TRADED COMPANIES › Independent report on poll
Chapter 5 – Additional requirements for quoted companies AND TRADED COMPANIES › Supplementary
Chapter 6 – Records of resolutions and meetings
Chapter 7 – Supplementary provisions
Part 14 – Control of political donations and expenditure18
Introductory
Donations and expenditure to which this Part applies
Authorisation required for donations or expenditure
Remedies in case of unauthorised donations or expenditure
Exemptions
Supplementary provisions
Part 15 – Accounts and reports113
Chapter 1 – Introduction › General
Chapter 1 – Introduction › Companies subject to the small companies regime
Chapter 1 – Introduction › Quoted and unquoted companies
Chapter 2 – Accounting records
Chapter 3 – A company's financial year
Chapter 4 – Annual accounts › General
Chapter 4 – Annual accounts › Individual accounts
Chapter 4 – Annual accounts › Group accounts ...
Chapter 4 – Annual accounts › Group accounts: general
Chapter 4 – Annual accounts › Information to be given in notes to the accounts
Chapter 4 – Annual accounts › Approval and signing of accounts
CHAPTER 4A – STRATEGIC REPORT
Chapter 5 – Directors' report › Directors' report
Chapter 6 – Quoted companies ...: directors' remuneration report
Chapter 7 – Publication of accounts and reports › Duty to circulate copies of accounts and reports
Chapter 7 – Publication of accounts and reports › Option to provide strategic report with supplementary material
Chapter 7 – Publication of accounts and reports › Section 172(1) statement: requirements as to website publication
Chapter 7 – Publication of accounts and reports › Quoted companies ...: requirements as to website publication
Chapter 7 – Publication of accounts and reports › Right of member or debenture holder to demand copies of accounts and reports
Chapter 7 – Publication of accounts and reports › Requirements in connection with publication of accounts and reports
Chapter 8 – Public companies: laying of accounts and reports before general meeting
Chapter 9 – Quoted companies ...: members' approval of directors' remuneration report
Chapter 10 – Filing of accounts and reports › Duty to file accounts and reports
Chapter 10 – Filing of accounts and reports › Filing obligations of different descriptions of company
Chapter 10 – Filing of accounts and reports › Failure to file accounts and reports
Chapter 11 – Revision of defective accounts and reports › Voluntary revision
Chapter 11 – Revision of defective accounts and reports › Secretary of State's notice
Chapter 11 – Revision of defective accounts and reports › Application to court
Chapter 11 – Revision of defective accounts and reports › Power of authorised person to require documents etc
Chapter 12 – Supplementary provisions › Liability for false or misleading statements in reports and statements
Chapter 12 – Supplementary provisions › Accounting and reporting standards
Chapter 12 – Supplementary provisions › Companies qualifying as medium-sized
Chapter 12 – Supplementary provisions › General power to make further provision about accounts and reports
Chapter 12 – Supplementary provisions › Other supplementary provisions
Part 16 – Audit81
Chapter 1 – Requirement for audited accounts › Requirement for audited accounts
Chapter 1 – Requirement for audited accounts › Exemption from audit: small companies
Chapter 1 – Requirement for audited accounts › Exemption from audit: qualifying subsidiaries
Chapter 1 – Requirement for audited accounts › Exemption from audit: dormant companies
Chapter 1 – Requirement for audited accounts › Companies subject to public sector audit
Chapter 1 – Requirement for audited accounts › General power of amendment by regulations
Chapter 2 – Appointment of auditors › Private companies
Chapter 2 – Appointment of auditors › Public companies
Chapter 2 – Appointment of auditors › General provisions
Chapter 3 – Functions of auditor › Auditor's report
Chapter 3 – Functions of auditor › Duties and rights of auditors
Chapter 3 – Functions of auditor › Signature of auditor's report
Chapter 3 – Functions of auditor › Offences in connection with auditor's report
Chapter 4 – Removal, resignation, etc of auditors › Removal of auditor
Chapter 4 – Removal, resignation, etc of auditors › Failure to re-appoint auditor
Chapter 4 – Removal, resignation, etc of auditors › Resignation of auditor
Chapter 4 – Removal, resignation, etc of auditors › Statement by auditor on ceasing to hold office
Chapter 4 – Removal, resignation, etc of auditors › Supplementary
Chapter 5 – Quoted companies: right of members to raise audit concerns at accounts meeting
Chapter 6 – Auditors' liability › Voidness of provisions protecting auditors from liability
Chapter 6 – Auditors' liability › Indemnity for costs of defending proceedings
Chapter 6 – Auditors' liability › Liability limitation agreements
Chapter 7 – Supplementary provisions
Part 17 – A company's share capital119
Chapter 1 – Shares and share capital of a company › Shares
Chapter 1 – Shares and share capital of a company › Share capital
Chapter 2 – Allotment of shares: general provisions › Power of directors to allot shares
Chapter 2 – Allotment of shares: general provisions › Prohibition of commissions, discounts and allowances
Chapter 2 – Allotment of shares: general provisions › Registration of allotment
Chapter 2 – Allotment of shares: general provisions › Return of allotment
Chapter 2 – Allotment of shares: general provisions › Supplementary provisions
Chapter 3 – Allotment of equity securities: existing shareholders' right of pre-emption › Introductory
Chapter 3 – Allotment of equity securities: existing shareholders' right of pre-emption › Existing shareholders' right of pre-emption
Chapter 3 – Allotment of equity securities: existing shareholders' right of pre-emption › Exceptions to right of pre-emption
Chapter 3 – Allotment of equity securities: existing shareholders' right of pre-emption › Exclusion of right of pre-emption
Chapter 3 – Allotment of equity securities: existing shareholders' right of pre-emption › Disapplication of pre-emption rights
Chapter 3 – Allotment of equity securities: existing shareholders' right of pre-emption › Supplementary
Chapter 4 – Public companies: allotment where issue not fully subscribed
Chapter 5 – Payment for shares › General rules
Chapter 5 – Payment for shares › Additional rules for public companies
Chapter 5 – Payment for shares › Supplementary provisions
Chapter 6 – Public companies: independent valuation of non-cash consideration › Non-cash consideration for shares
Chapter 6 – Public companies: independent valuation of non-cash consideration › Transfer of non-cash asset in initial period
Chapter 6 – Public companies: independent valuation of non-cash consideration › Supplementary provisions
Chapter 7 – Share premiums › The share premium account
Chapter 7 – Share premiums › Relief from requirements as to share premiums
Chapter 7 – Share premiums › Supplementary provisions
Chapter 8 – Alteration of share capital › How share capital may be altered
Chapter 8 – Alteration of share capital › Subdivision or consolidation of shares
Chapter 8 – Alteration of share capital › Reconversion of stock into shares
Chapter 8 – Alteration of share capital › Redenomination of share capital
Chapter 9 – Classes of share and class rights › Introductory
Chapter 9 – Classes of share and class rights › Variation of class rights
Chapter 9 – Classes of share and class rights › Matters to be notified to the registrar
Chapter 10 – Reduction of share capital › Introductory
Chapter 10 – Reduction of share capital › Private companies: reduction of capital supported by solvency statement
Chapter 10 – Reduction of share capital › Reduction of capital confirmed by the court
Chapter 10 – Reduction of share capital › Public company reducing capital below authorised minimum
Chapter 10 – Reduction of share capital › Effect of reduction of capital
Chapter 11 – Miscellaneous and supplementary provisions
Part 18 – Acquisition by limited company of its own shares82
Chapter 1 – General provisions › Introductory
Chapter 1 – General provisions › Shares held by company's nominee
Chapter 1 – General provisions › Shares held by or for public company
Chapter 1 – General provisions › Charges of public company on own shares
Chapter 1 – General provisions › Supplementary provisions
Chapter 2 – Financial assistance for purchase of own shares › Introductory
Chapter 2 – Financial assistance for purchase of own shares › Circumstances in which financial assistance prohibited
Chapter 2 – Financial assistance for purchase of own shares › Exceptions from prohibition
Chapter 2 – Financial assistance for purchase of own shares › Supplementary
Chapter 3 – Redeemable shares
Chapter 4 – Purchase of own shares › General provisions
Chapter 4 – Purchase of own shares › Authority for purchase of own shares
Chapter 4 – Purchase of own shares › Authority for off-market purchase
Chapter 4 – Purchase of own shares › Authority for market purchase
Chapter 4 – Purchase of own shares › Supplementary provisions
Chapter 5 – Redemption or purchase by private company out of capital › Introductory
Chapter 5 – Redemption or purchase by private company out of capital › The permissible capital payment
Chapter 5 – Redemption or purchase by private company out of capital › Requirements for payment out of capital
Chapter 5 – Redemption or purchase by private company out of capital › Requirements for payment out of capital: employees' share schemes
s. 720AReduced requirements for payment out of capital for purchase of own shares for the purposes of or pursuant to an employees' share scheme
(1) Section 713(1) does not apply to the purchase out of capital by a private company of its own shares for the purposes of or pursuant to an employees' share…
- s. 720B
Registration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees' share scheme
(1) Within 15 days after the passing of the resolution for a payment out of capital by a private company for the purchase of its own shares for the purposes of…
Chapter 5 – Redemption or purchase by private company out of capital › Objection to payment by members or creditors
Chapter 5 – Redemption or purchase by private company out of capital › Supplementary provisions
Chapter 6 – Treasury shares
Chapter 7 – Supplementary provisions
Part 19 – Debentures17
General provisions
Register of debenture holders
Supplementary provisions
Part 20 – Private and public companies13
Chapter 1 – Prohibition of public offers by private companies
Chapter 2 – Minimum share capital requirement for public companies
Part 21 – Certification and transfer of securities22
Chapter 1 – Certification and transfer of securities: general › Share certificates
Chapter 1 – Certification and transfer of securities: general › Issue of certificates etc on allotment
Chapter 1 – Certification and transfer of securities: general › Transfer of securities
Chapter 1 – Certification and transfer of securities: general › Issue of certificates etc on transfer
Chapter 1 – Certification and transfer of securities: general › Issue of certificates etc on allotment or transfer to financial institution
Chapter 1 – Certification and transfer of securities: general › Share warrants
Chapter 1 – Certification and transfer of securities: general › Supplementary provisions
Chapter 2 – Evidencing and transfer of title to securities without written instrument › Introductory
Chapter 2 – Evidencing and transfer of title to securities without written instrument › Powers exercisable
Chapter 2 – Evidencing and transfer of title to securities without written instrument › Supplementary
PART 21A – Information about people with significant control46
CHAPTER 1 – Introduction
CHAPTER 2 – Information-gathering › Duty on companies
CHAPTER 2 – Information-gathering › Duty on others
CHAPTER 2 – Information-gathering › Compliance
CHAPTER 2 – Information-gathering › Power to impose further duties
CHAPTER 2 – Information-gathering › Exemption from information and registration requirements
CHAPTER 2 – Information-gathering › Required particulars
CHAPTER 2A – Duty to notify registrar of persons with significant control and ID verification › Duty to notify registrar of persons with significant control
CHAPTER 2A – Duty to notify registrar of persons with significant control and ID verification › Duty to notify registrar of changes in required particulars
CHAPTER 2A – Duty to notify registrar of persons with significant control and ID verification › Duty to notify registrar of person ceasing to be person with significant control etc
CHAPTER 2A – Duty to notify registrar of persons with significant control and ID verification › Identity verification obligations for persons with significant control
CHAPTER 5 – Protection from disclosure
Part 22 – Information about interests in a company's shares38
Introductory
Notice requiring information about interests in shares
Orders imposing restrictions on shares
Power of members to require company to act
Register of interests disclosed
Meaning of interest in shares
Other supplementary provisions
Part 23 – Distributions24
Chapter 1 – Restrictions on when distributions may be made › Introductory
Chapter 1 – Restrictions on when distributions may be made › General rules
Chapter 1 – Restrictions on when distributions may be made › Distributions by investment companies or Solvency 2 insurance companies
Chapter 2 – Justification of distribution by reference to accounts › Justification of distribution by reference to accounts
Chapter 2 – Justification of distribution by reference to accounts › Requirements applicable in relation to relevant accounts
Chapter 2 – Justification of distribution by reference to accounts › Application of provisions to successive distributions etc
Chapter 3 – Supplementary provisions › Accounting matters
Chapter 3 – Supplementary provisions › Distributions in kind
Chapter 3 – Supplementary provisions › Consequences of unlawful distribution
Chapter 3 – Supplementary provisions › Other matters
PART 24 – Annual confirmation of accuracy of information on register14
Part 25 – Company charges52
CHAPTER A1 – Registration of company charges › Company charges
CHAPTER A1 – Registration of company charges › Consequence of non-delivery
CHAPTER A1 – Registration of company charges › The register
CHAPTER A1 – Registration of company charges › Companies' records and registers
Chapter 1 – Companies registered in England and Wales or in Northern Ireland › Requirement to register company charges
Chapter 1 – Companies registered in England and Wales or in Northern Ireland › Special rules about debentures
Chapter 1 – Companies registered in England and Wales or in Northern Ireland › Charges in other jurisdictions
Chapter 1 – Companies registered in England and Wales or in Northern Ireland › Orders charging land: Northern Ireland
Chapter 1 – Companies registered in England and Wales or in Northern Ireland › The register of charges
Chapter 1 – Companies registered in England and Wales or in Northern Ireland › Avoidance of certain charges
Chapter 1 – Companies registered in England and Wales or in Northern Ireland › Companies' records and registers
Chapter 2 – Companies registered in Scotland › Charges requiring registration
Chapter 2 – Companies registered in Scotland › Special rules about debentures
Chapter 2 – Companies registered in Scotland › Charges on property outside the United Kingdom
Chapter 2 – Companies registered in Scotland › The register of charges
Chapter 2 – Companies registered in Scotland › Avoidance of certain charges
Chapter 2 – Companies registered in Scotland › Companies' records and registers
Chapter 3 – Powers of the Secretary of State
Part 26 – Arrangements and reconstructions: general8
Application of this Part
Meeting of creditors or members
Court sanction for compromise or arrangement
Special cases
Reconstructions and amalgamations
Obligations of company with respect to articles etc
PART 26A – Arrangements and reconstructions: companies in financial difficulty12
Application of this Part
Meeting of creditors or members
Court sanction for compromise or arrangement
Special cases
Reconstructions and amalgamations
Obligations of company with respect to articles etc
Power to amend Act
Part 27 – Mergers and divisions of public companies51
Chapter 1 – Introductory
Chapter 2 – Merger › Introductory
Chapter 2 – Merger › Requirements applicable to merger
Chapter 2 – Merger › Exceptions where shares of transferor company held by transferee company
Chapter 2 – Merger › Other exceptions
Chapter 3 – Division › Introductory
Chapter 3 – Division › Requirements to be complied with in case of division
Chapter 3 – Division › Exceptions where shares of transferor company held by transferee company
Chapter 3 – Division › Other exceptions
Chapter 4 – Supplementary provisions › Expert's report and related matters
Chapter 4 – Supplementary provisions › Powers of the court
Chapter 4 – Supplementary provisions › Liability of transferee companies
Chapter 4 – Supplementary provisions › Disruption of websites
Chapter 4 – Supplementary provisions › Interpretation
Part 28 – Takeovers etc51
Chapter 1 – The Takeover Panel › The Panel and its rules
Chapter 1 – The Takeover Panel › Information
Chapter 1 – The Takeover Panel › Co-operation
Chapter 1 – The Takeover Panel › Hearings and appeals
Chapter 1 – The Takeover Panel › Contravention of rules etc
Chapter 1 – The Takeover Panel › Funding
Chapter 1 – The Takeover Panel › Miscellaneous and supplementary
Chapter 2 – Impediments to takeovers › Opting in and opting out
Chapter 2 – Impediments to takeovers › Consequences of opting in
Chapter 2 – Impediments to takeovers › Supplementary
Chapter 3 – “Squeeze-out” and “Sell-out” › Takeover offers
Chapter 3 – “Squeeze-out” and “Sell-out” › “Squeeze-out”
Chapter 3 – “Squeeze-out” and “Sell-out” › “Sell-out”
Chapter 3 – “Squeeze-out” and “Sell-out” › Supplementary
Chapter 3 – “Squeeze-out” and “Sell-out” › Interpretation
Chapter 4 – Amendments to Part 7 of the Companies Act 1985
Part 29 – Fraudulent trading1
Part 30 – Protection of members against unfair prejudice6
Main provisions
Supplementary provisions
Part 31 – Dissolution and restoration to the register38
Chapter 1 – Striking off › Registrar's power to strike off defunct company
Chapter 1 – Striking off › Registrar’s power to strike off company registered on false basis
Chapter 1 – Striking off › Voluntary striking off
Chapter 2 – Property of dissolved company › Property vesting as bona vacantia
Chapter 2 – Property of dissolved company › Effect of Crown disclaimer: England and Wales and Northern Ireland
Chapter 2 – Property of dissolved company › Effect of Crown disclaimer: Scotland
Chapter 2 – Property of dissolved company › Supplementary provisions
Chapter 3 – Restoration to the register › Administrative restoration to the register
Chapter 3 – Restoration to the register › Restoration to the register by the court
Chapter 3 – Restoration to the register › Supplementary provisions
Part 32 – Company investigations: amendments4
Part 33 – UK companies not formed under companies legislation4
Chapter 1 – Companies not formed under companies legislation but authorised to register
Chapter 2 – Unregistered companies
Part 34 – Overseas companies18
Introductory
Registration of particulars
Other requirements
Supplementary
Part 35 – The registrar of companies94
Scheme of this Part
The registrar
Certificates of incorporation
Registered numbers
Who may deliver documents to the registrar
Delivery of documents to the registrar
Requirements for proper delivery
Public notice of receipt of certain documents
Notice of receipt of documents about new directors
The register
Inspection etc of the register
Additional information
Correction or removal of material on the register
Authorised corporate service providers
The registrar's index of company names
Language requirements: translation
Language requirements: transliteration
Identity verification
Discrepancy reporting
Disclosure of information
Supplementary provisions
Part 36 – Offences under the Companies Acts and financial penalties14
Liability of officer in default
Offences under the Companies Act 1985
General provisions
Production and inspection of documents
Financial penalties
Supplementary
Part 37 – Companies: supplementary provisions24
Company records
Service addresses
Sending or supplying documents or information
Requirements as to independent valuation
Notice of appointment of certain officers
Courts and legal proceedings
Part 38 – Companies: interpretation19
Meaning of “UK-registered company”
Meaning of “subsidiary” and related expressions
Meaning of “undertaking” and related expressions
Other definitions
General
Part 39 – Companies: minor amendments6
Part 40 – Company directors: foreign disqualification etc9
Introductory
Power to disqualify
Power to make persons liable for company's debts
Power to require statements to be sent to the registrar of companies
Part 41 – Business names21
Chapter 1 – Restricted or prohibited names › Introductory
Chapter 1 – Restricted or prohibited names › Sensitive words or expressions
Chapter 1 – Restricted or prohibited names › Misleading names
Chapter 1 – Restricted or prohibited names › Restrictions where a company has been required to change a name
Chapter 1 – Restricted or prohibited names › Supplementary
Chapter 2 – Disclosure required in case of individual or partnership › Introductory
Chapter 2 – Disclosure required in case of individual or partnership › Disclosure requirements
Chapter 2 – Disclosure required in case of individual or partnership › Consequences of failure to make required disclosure
Chapter 3 – Supplementary
Part 42 – Statutory Auditors82
Chapter 1 – Introductory
Chapter 2 – Individuals and firms › Eligibility for appointment
Chapter 2 – Individuals and firms › Independence requirement
Chapter 2 – Individuals and firms › Effect of appointment of a partnership
Chapter 2 – Individuals and firms › Supervisory bodies
Chapter 2 – Individuals and firms › Professional qualifications
Chapter 2 – Individuals and firms › Information
Chapter 2 – Individuals and firms › Enforcement
Chapter 3 – Auditors General › Eligibility for appointment
Chapter 3 – Auditors General › Conduct of audits
Chapter 3 – Auditors General › The Independent Supervisor
Chapter 3 – Auditors General › Supervision of Auditors General
Chapter 3 – Auditors General › Reporting requirement
Chapter 3 – Auditors General › Information
Chapter 3 – Auditors General › Enforcement
Chapter 3 – Auditors General › Proceedings
Chapter 3 – Auditors General › Grants
Chapter 4 – The register of auditors etc
CHAPTER4A – Equivalent Third Countries and Transitional Third Countries
CHAPTER4B – Approved Third Country Competent Authorities
Chapter 5 – Registered third country auditors › Introductory
Chapter 5 – Registered third country auditors › Duties
Chapter 5 – Registered third country auditors › Information
Chapter 5 – Registered third country auditors › Enforcement
Chapter 6 – Supplementary and general › Power to require second company audit
Chapter 6 – Supplementary and general › False and misleading statements
Chapter 6 – Supplementary and general › Fees
Chapter 6 – Supplementary and general › Duty of Secretary of State to report on inspections
Chapter 6 – Supplementary and general › Delegation of Secretary of State's functions
Chapter 6 – Supplementary and general › Cooperation with foreign competent authorities
Chapter 6 – Supplementary and general › Transfer of papers to third countries
Chapter 6 – Supplementary and general › International obligations
Chapter 6 – Supplementary and general › General provision relating to offences
Chapter 6 – Supplementary and general › Notices etc
Chapter 6 – Supplementary and general › Interpretation
Chapter 6 – Supplementary and general › Miscellaneous and general
Part 43 – Transparency obligations and related matters8
Introductory
Transparency obligations
Other matters
Part 44 – Miscellaneous provisions10
Regulation of actuaries etc
Information as to exercise of voting rights by institutional investors
Disclosure of information under the Enterprise Act 2002
Expenses of winding up
Commonhold associations
Part 45 – Northern Ireland4
Part 46 – General supplementary provisions11
Regulations and orders
“Bank of England”
Meaning of “enactment”
Consequential and transitional provisions
Part 47 – Final provisions3
SCHEDULE 16
Introduction
General provisions
Rights to acquire shares
Right to exercise or control exercise of rights
Bodies corporate
Trusts
SCHEDULE 1A26
PART 1 – The specified conditions › Introduction
PART 1 – The specified conditions › Ownership of shares
PART 1 – The specified conditions › Ownership of voting rights
PART 1 – The specified conditions › Ownership of right to appoint or remove directors
PART 1 – The specified conditions › Significant influence or control
PART 1 – The specified conditions › Trusts, partnerships etc
PART 2 – Holding an interest in a company etc › Introduction
PART 2 – Holding an interest in a company etc › Holding an interest
PART 2 – Holding an interest in a company etc › Interests held through a legal entity
PART 3 – Supplementary provision › Introduction
PART 3 – Supplementary provision › Joint interests
PART 3 – Supplementary provision › Joint arrangements
PART 3 – Supplementary provision › Calculating shareholdings
PART 3 – Supplementary provision › Voting rights
PART 3 – Supplementary provision › Rights to appoint or remove members of the board
PART 3 – Supplementary provision › Shares or rights held “indirectly”
PART 3 – Supplementary provision › Shares held by nominees
PART 3 – Supplementary provision › Rights treated as held by person who controls their exercise
PART 3 – Supplementary provision › Rights exercisable only in certain circumstances etc
PART 3 – Supplementary provision › Rights attached to shares held by way of security
PART 3 – Supplementary provision › Significant influence or control
PART 3 – Supplementary provision › Limited partnerships
PART 4 – Power to amend thresholds etc
SCHEDULE 1B16
Right to issue restrictions notice
Relevant interests
Effect of restrictions notice
Protection of third party rights
Breach of restrictions
Relaxation of restrictions
Orders for sale
Company's power to withdraw restrictions notice
Supplementary provision
Offence of failing to comply with notices
Offence of failing to provide information
False statements: basic offence
False statements: aggravated offence
SCHEDULE 1C21
PART 1 – General principles
PART2 – Other provision › Protection of minority shareholders, the mandatory takeover bid and the equitable price
PART2 – Other provision › Information concerning takeover bids
PART2 – Other provision › Time allowed for acceptance
PART2 – Other provision › Disclosure
PART2 – Other provision › Obligations of the board of directors of the offeree company
PART2 – Other provision › Other rules applicable to the conduct of takeover bids
PART2 – Other provision › Interpretation
SCHEDULE 2127
PART 1 – SPECIFIED PERSONS › (A) UNITED KINGDOM
PART 1 – SPECIFIED PERSONS › (B) JERSEY
PART 1 – SPECIFIED PERSONS › (C) GUERNSEY
PART 1 – SPECIFIED PERSONS › (D) ISLE OF MAN
PART 2 – SPECIFIED DESCRIPTIONS OF DISCLOSURES › (A) UNITED KINGDOM
PART 2 – SPECIFIED DESCRIPTIONS OF DISCLOSURES › (B) JERSEY
PART 2 – SPECIFIED DESCRIPTIONS OF DISCLOSURES › (C) GUERNSEY
PART 2 – SPECIFIED DESCRIPTIONS OF DISCLOSURES › (D) ISLE OF MAN
PART 2 – SPECIFIED DESCRIPTIONS OF DISCLOSURES › (E) GENERAL
PART 3 – OVERSEAS REGULATORY BODIES
SCHEDULE 37
Failure to give information about interests in shares etc
Obstruction of rights conferred by a warrant or failure to comply with requirement under section 448
Wrongful disclosure of information to which section 449 applies
Destruction, mutilation etc of company documents
Provision of false information in purported compliance with section 447
Obstruction of inspector, etc exercising power to enter and remain on premises
Attempted evasion of restrictions under Part 15
SCHEDULE 49
Part 1 – Introduction › Application of Schedule
Part 2 – Communications in hard copy form › Introduction
Part 2 – Communications in hard copy form › Method of communication in hard copy form
Part 2 – Communications in hard copy form › Address for communications in hard copy form
PART 2A – Communications in electronic form from the registrar or the Secretary of State
Part 3 – Communications in electronic form in other cases › Introduction
Part 3 – Communications in electronic form in other cases › Conditions for use of communications in electronic form
Part 3 – Communications in electronic form in other cases › Address for communications in electronic form
Part 4 – Other agreed forms of communication
SCHEDULE 517
Part 1 – Introduction › Application of this Schedule
Part 2 – Communications in hard copy form › Introduction
Part 2 – Communications in hard copy form › Method of communication in hard copy form
Part 2 – Communications in hard copy form › Address for communications in hard copy form
Part 3 – Communications in electronic form › Introduction
Part 3 – Communications in electronic form › Agreement to communications in electronic form
Part 3 – Communications in electronic form › Address for communications in electronic form
Part 4 – Communications by means of a website › Use of website
Part 4 – Communications by means of a website › Agreement to use of website
Part 4 – Communications by means of a website › Deemed agreement of members of company etc to use of website
Part 4 – Communications by means of a website › Deemed agreement of debenture holders to use of website
Part 4 – Communications by means of a website › Availability of document or information
Part 4 – Communications by means of a website › Notification of availability
Part 4 – Communications by means of a website › Period of availability on website
Part 5 – Other agreed forms of communication
Part 6 – Supplementary provisions › Joint holders of shares or debentures
Part 6 – Supplementary provisions › Death or bankruptcy of holder of shares
SCHEDULE 610
Introduction
Voting rights in a company
Right to appoint or remove a majority of the directors
Rights exercisable only in certain circumstances or temporarily incapable of exercise
Rights held by one person on behalf of another
Rights attached to shares held by way of security
Rights attributed to holding company
Disregard of certain rights
Supplementary
SCHEDULE 711
Introduction
Voting rights in an undertaking
Right to appoint or remove a majority of the directors
Right to exercise dominant influence
Rights exercisable only in certain circumstances or temporarily incapable of exercise
Rights held by one person on behalf of another
Rights attached to shares held by way of security
Rights attributed to parent undertaking
Disregard of certain rights
Supplementary
SCHEDULE 1030
Part 1 – Grant and revocation of recognition of a supervisory body › Application for recognition of supervisory body
Part 1 – Grant and revocation of recognition of a supervisory body › Grant and refusal of recognition
Part 1 – Grant and revocation of recognition of a supervisory body › Revocation of recognition
Part 1 – Grant and revocation of recognition of a supervisory body › Transitional provision
Part 1 – Grant and revocation of recognition of a supervisory body › Orders not statutory instruments
Part 2 – Requirements for recognition of a supervisory body › Delegation etc. of tasks by competent authority
Part 2 – Requirements for recognition of a supervisory body › Consultation
Part 2 – Requirements for recognition of a supervisory body › Holding of appropriate qualification
Part 2 – Requirements for recognition of a supervisory body › Auditors to be fit and proper persons
Part 2 – Requirements for recognition of a supervisory body › Professional integrity and independence
Part 2 – Requirements for recognition of a supervisory body › Technical standards
Part 2 – Requirements for recognition of a supervisory body › Technical standards for group audits
Part 2 – Requirements for recognition of a supervisory body › Public interest entity independence requirements
Part 2 – Requirements for recognition of a supervisory body › Procedures for maintaining competence
Part 2 – Requirements for recognition of a supervisory body › Monitoring and enforcement
Part 2 – Requirements for recognition of a supervisory body › Monitoring of audits
Part 2 – Requirements for recognition of a supervisory body › Membership, eligibility and enforcement
Part 2 – Requirements for recognition of a supervisory body › Investigation of complaints
Part 2 – Requirements for recognition of a supervisory body › Independent investigation for enforcement purposes
Part 2 – Requirements for recognition of a supervisory body › Transfer of papers to third countries
Part 2 – Requirements for recognition of a supervisory body › Transfer to approved third country competent authority
Part 2 – Requirements for recognition of a supervisory body › Transfer for purposes of investigation of auditor
Part 2 – Requirements for recognition of a supervisory body › Meeting of claims arising out of audit work
Part 2 – Requirements for recognition of a supervisory body › Register of auditors and other information to be made available
Part 2 – Requirements for recognition of a supervisory body › Taking account of costs of compliance
Part 2 – Requirements for recognition of a supervisory body › Promotion and maintenance of standards
Part 2 – Requirements for recognition of a supervisory body › Supplementary: funding of arrangements
Part 2 – Requirements for recognition of a supervisory body › Interpretation
SCHEDULE 1111
Part 1 – Grant and revocation of recognition of a professional qualification › Application for recognition of professional qualification
Part 1 – Grant and revocation of recognition of a professional qualification › Grant and refusal of recognition
Part 1 – Grant and revocation of recognition of a professional qualification › Revocation of recognition
Part 1 – Grant and revocation of recognition of a professional qualification › Transitional provision
Part 1 – Grant and revocation of recognition of a professional qualification › Orders not statutory instruments
Part 2 – Requirements for recognition of a professional qualification › Entry requirements
Part 2 – Requirements for recognition of a professional qualification › Requirement for theoretical instruction or professional experience
Part 2 – Requirements for recognition of a professional qualification › Examination
Part 2 – Requirements for recognition of a professional qualification › Practical training
Part 2 – Requirements for recognition of a professional qualification › Supplementary provision with respect to a sufficient period of professional experience
Part 2 – Requirements for recognition of a professional qualification › The body offering the qualification
SCHEDULE 11A83
PART 1 – Specified persons
PART 2 – Specified descriptions of disclosures
PART 3 – Overseas regulatory bodies
SCHEDULE 126
Arrangements for independent monitoring of audits of UK-traded third country companies
Arrangements for independent investigations for disciplinary purposes
Supplementary: arrangements to operate independently of third country auditor
Supplementary: funding of arrangements
Supplementary: scope of arrangements
Specification of particular arrangements by the Secretary of State
SCHEDULE 1313
Operation of this Schedule
Status
Name, members and chairman
Financial provisions
Proceedings
Fees
Legislative functions
Report and accounts
Other supplementary provisions
SCHEDULE 141
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)
SCHEDULE 1513
Part 1 – Amendments of the Financial Services and Markets Act 2000
Part 2 – Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004
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