Previously called Standing Committees, Public Bill Commitees study proposed legislation (Bills) in detail, debating each clause and reporting any amendments to the Commons for further debate.
There are at least 16 MPs on a Committee, and the proportion of parties reflects the House of Commons, so the government always has a majority.
[Mr. Eric Illsleyin the Chair]
[Mr. Eric Illsley in the Chair]
Memorandum of association
Registration documents
Statement of capital and initial shareholdings
Statement of guarantee
Statement of proposed officers
statement of compliance
Issue of certificate of incorporation
Effect of registration
Power of Secretary of State to prescribe model articles
Alteration of articles
Entrenched provision of the articles
[John Bercowin the Chair]
Entrenched provisions of the articles
Notice to registrar in case of entrenched provisions
Notice to registrar of removal of entrnched provisions
Registrar’s notice to comply in case of failure with respect to amended articles
Existing companies: provisions of memorandum treated as provisions of articles
Resolutions and agreements affecting a company’s constitution
Resolutions and agreements to be embodied in or attached to issued copies of articles
Statement of company’s objects
Constitutional documents to be provided to members
Effect of company’s constitution
Notice to registrar where company’s constitution altered by enactment
A company’s capacity
Power of directors to bind the company
Constitutional limitations: transactions involving directors or their associates
Execution of documents
Common seal
Execution of deeds
Execution of deeds or other documents by attorney
Authentication of documents
Pre-incorporation contracts, deeds and obligations
Other sensitive words or expressions
Duty to seek comments of government department or other specified body
[Mr. Eric Illsley in the Chair]
Duty to seek comments of government department or other specified body
permitted characters etc
Private limited companies
Continuation of existing exemption: companies limited by shares
Continuation of existing exemption: companies limited by guarantee
Exempt company: restriction on alteration of articles
Power to direct change of name in case of company ceasing to be entitled to
Name not to be the same as another in the index
[Mr. Eric Illsleyin the Chair]
Name not to be the same as another in the index
Objection to company’s registered name
Company names adjudicators
Procedural rules
Appeal from adjudicator’s decision
Misleading indication of activities
Change of name
Change of name by special resolution
Requirement to disclose company name etc
Criminal consequences of failure to make required disclosures
A company’s registered office
Re-registration of private company as public
Application to court to cancel resolution
Re-registration of private limited company as unlimited
Application and accompanying documents
Re-registration of unlimited company as limited
Issue of certificate of incorporation on re-registration
The members of a company
Register of Members
Register to be kept available for inspection
Index of members
Rights to inspect and require copies
[Mr. Eric Illsley in the Chair]
Rights to inspect and require copies
Register of members: response to request for inspection or copy
Removal of entries relating to former members
Share warrants
Single member companies
Power of court to rectify register
Trusts not to be entered on register
Time limit for claims arising from entry in register
Overseas branch registers
Prohibition on subsidiary being a member of its holding company
Shares acquired before prohibition became applicable
[Mr. Eric Illsleyin the Chair]
Private company not required to have secretary
Direction requiring public company to appoint a secretary
Duty to keep register of secretaries
Duty to notify registrar of changes
[John Bercow in the Chair]
Particulars of secretaries to be registered: individuals
Particulars of secretaries to be registered: power to make regulations
I beg to move amendment No. 327, in clause 264, page 122, line 5, at end add ‘, save in the case of a public company not being a quoted company, which may pass a written resolution in...
Votes: general rules
Votes of joint holders of shares
Effect of provision in company’s articles as to admissibility of votes
Written resolutions of private companies
Eligible members
Circulation of written resolutions proposed by directors
Members’ power to require written circulation of written resolution
Expenses of circulation
[Mr. John Bercow in the Chair]
Expenses of circulation
Application not to circulate members’ statement
Procedure for signifying agreement to written resolution
Members’ power to require directors to call general meeting
Power of members to call meeting at company’s expense
Notice required of general meeting
Publication of notice of meeting on website
Persons entitled to receive notice of meetings
Contents of notices of meetings
Resolution requiring special notice
Declaration by chairman on a show of hands
Right to demand a poll
Rights to appoint proxies
Notice required of appointment of proxy etc
Application to class meetings
Application to class meetings: companies without a share capital
Public companies: annual general meeting
Members’ power to require independent report on poll
Application of provisions to class meetings
Meaning of “political donation”
Meaning of “political expenditure”
Liability of directors in case of unauthorised donation or expenditure
Enforcement of directors’ liabilities by shareholder action
Trade unions
[Mr. Eric Illsleyin the Chair]
Trade unions
Subscription for membership of trade association
All-party parliamentary groups
Political expenditure exempted by order
Donations not amounting to more than £5,000 in any twelve month period
Contents of annual return: general
Failure to deliver annual return
Powers of Secretary of State to give directions to inspectors
Power to obtain information from former inspectors etc
Power to require production of documents
Disqualification orders: consequential amendments
Overseas companies
Duty to register particulars
Registered name of overseas company
Registration under alternative name
Accounts and reports: general
Accounts and reports: credit or financial institutions
Trading disclosures
Offences
The registrar
Public notice of issue of certificate of incorporation
Registrar’s requirements
Power to require delivery by electronic means
Agreement for delivery by electronic means
Document not delivered until received
Defective delivery
Informal correction of document
[Mr. Eric Illsleyin the Chair]
Exclusion of unnecessary material
Public notice of receipt of certain documents
Documents subject to Directive disclosure requirements
Effect of failure to give public notice
The register
Allocation of unique identifiers
Preservation of original documents
Right to copy of material on the register
Material not available for public inspection
Application to registrar to make address unavailable for public insepction
Certification of copies as accurate
Registrar’s notice to resolve inconsistency on the register
Administrative removal of material from the register
Rectification of register on application to registrar
Right to inspect index
Transliteration of names and addresses: permitted characters
Registrar’s rules
Contracting out of registrar’s functions
Liability of officer in default
Application to bodies other than companies
Amendments of remaining provisions of the Companies Act 1985 relating to offences
Summary proceedings: time limit for proceedings
Form of company records
Regulations about inspection of records and provision of copies
Service of documents on company
Service of documents on directors, secretaries and others
Communications by a company other than a traded company
Right to hard copy version
Deemed delivery of documents and information
Classes of shares
The former Companies Acts
Name suggesting connection with government or public authority
Withdrawal of Secretary of State’s approval
Name giving misleading indication of activities
Disclosure requried: business documents etc.
Interpretation
Appointment of the Independent Supervisor
[John Bercowin the Chair]
Delegation of the Secretary of State’s functions
Transparency rules
Competent authority’s power to call for information
Corporate governance rules
Liability for false or misleading statements in certain publications
Grants to bodies concerned with actuarial standards etc
Disclosure of information under the Enterprise Act 2002
Power to make consequential amendments etc
Power to make transitional provision and savings
Short title
Commencement
Companies required to have at least one director who is a natural person
Direction requiring company to make appointment
Minimum age for appointment as director
[John Bercowin the Chair]
Minimum age for appointment as director
Power to provide for exceptions from minimum age requirement
Existing under-age directors
Appointment of directors of public company to be voted on individually
Register of directors
Register of directors’ residential addresses
Duty to notify registrar of changes
Application of provisions to shadow directors
Director’s right to protest removal
Scope and nature of general duties
Duty to act within powers
[John Bercowin the Chair]
Duty to promote the success of the company
[John Bercow in the Chair]
Duty to promote the success of the company
Duty to exercise indpendent judgment
Duty to exercise reasonable care, skill and diligence
[John Bercow in the Chair]
Duty to avoid conflicts of interest
Duty not to accept benefits from third parties
Duty to declare interest in proposed transaction or arrangement
Civil consequences of breach of general duties
Modification of provisions in relation to charitable companies
Declaration of interest in existing transaction or arrangement
Declaration made by notice in writing
Directors’ long-term service contracts: requirement of members’ approval
Exception in case of company in winding up or administration
Property transactions: civil consequences of contravention
Credit transactions: requirement of members’ approval
Exception for expenditure on company business
Exceptions for minor and business transactions
Exceptions for money-lending companies
The value of transactions and arrangements
Payments for loss of office
Provisions protecting directors from liability
[Mr. Eric Illsleyin the Chair]
Provision of insurance
Qualifying third party indemnity provision to be disclosed in directors’ report
Copy of qualifying third party indemnity provision to be available for inspection
Ratification of acts of directors
Protected information: restriction on use or disclosure by registrar
Whether permission to be given
[Mr. Eric Illsleyin the Chair]
Derivative claims
application for permission to continue derivative claim
application for permission to continue claim as a derivative claim
Whether permission to be given
Companies qualifying as small: general
Companies quaifying as small: parent companies
Accounts to give true and fair view
Option to prepare group accounts
Duty to prepare group accounts
Exemption for company included in non-EEA group accounts of larger group
Information about related undertakings
Duty to prepare directors’ report
Contents of directors’ report: general
Contents of directors’ report: business review
Requirements in connection with publication of non-statutory accounts
Filing obligations of medium-sized companies
Permitted disclosure of information obtained under compulsory powers
Liability for false or misleading statements in reports
Companies qualifying as medium-sized: general
companies qualifying as medium-sized: parent companies
preparation and filing of accounts in euros
Companies excluded from small companies exemption
Companies excluded from report exemption
Signature of auditor’s report
Offences in connection with auditor’s report
Resolution removing auditor from office
Meaning of “appropriate audit authority” and “major audit”
Terms of liability limitation agreement
The Panel
[John Bercowin the Chair]
The Panel
[Mr. Eric Illsleyin the Chair]
The panel
Rules
Directions
Restrictions on disclosure
Specified persons, descriptions of disclosures etc for the purposes of section 648
Panel’s duty of co-operation
Hearings and appeals
Sanctions
Failure to comply with rules about bid documentation
Fees and charges
Exemption from liability in damages
Opting in and opting out
Effect on contractual restrictions
Interpretation of Chapter
Takeover offers
Prohibition of public offers by private companies
Meaning of “offer to the public”
Enforcement of prohibition: order restraining proposed contravention
Enforcement of prohibition: orders available to the court after contravention
Enforcement of prohibition: remedial order
Procedure for obtaining certificate
The authorised minimum
[Mr. Eric Illsleyin the Chair]
Exercise by directors of power to allot shares etc
Commissions, discounts and allowances
Alteration of share capital of limited company
Notice to registrar of sub-division or consolidation
Circumstances in which companies may reduce share capital
Financial assistance by company for acquisition of shares
[John Bercowin the Chair]
Financial assistance by company for acquisition of shares
Circumstances in which financial assistance is not prohibited
Power of company to purchase own shares
Reduction of capital in connection with redenomination
Register of debenture holders
Transfer of securities: power to make regulations
Voluntary striking off: extension to public companies
Application for administrative restoration to the register
Enjoyment or exercise of members’ rights
Statement of capital required where company already has share capital ‘(1) A company which on re-registration under section 107 already has allotted share capital must within 15 days after...
Overseas branch registers ‘(1) A company having a share capital may, if it transacts business in a country or territory to which this Chapter applies, cause to be kept there a branch...
Notice of opening of overseas branch register ‘(1) A company that begins to keep an overseas branch register must give notice to the registrar within 14 days of doing so, stating the...
Keeping of overseas branch register ‘(1) An overseas branch register is regarded as part of the company’s register of members (“the main register”). (2) The Secretary of...
Register or duplicate to be kept available for inspection in UK ‘(1) A company that keeps an overseas branch register must keep available for inspection— (a) the register, or (b) a...
Transactions in shares registered in overseas branch register ‘(1) Shares registered in an overseas branch register must be distinguished from those registered in the main register. (2) No...
Jurisdiction of local courts ‘(1) A competent court in a country or territory where an overseas branch register is kept may exercise the same jurisdiction as is exercisable by a court in...
Discontinuance of overseas branch register ‘(1) A company may discontinue an overseas branch register. (2) If it does so all the entries in that register must be transferred— (a) to...
UK branch registers of overseas companies ‘(1) This section applies where, by virtue of the law in force in a country or territory to which this section applies, companies incorporated...
Authorised signatories ‘(1) The following are authorised signatories in relation to a company— (a) every director of the company; (b) in the case of a public company, the secretary...
Appointment of authorised signatories ‘(1) A company may appoint one or more authorised signatories. (2) This is in addition to its directors and, in the case of a public company, its...
Minimum age for appointment as authorised signatory ‘(1) A person may not be appointed an authorised signatory under this Part unless he has attained the age of 16 years. (2) This does not...
Register of authorised signatories ‘(1) Every company that has appointed one or more persons as authorised signatories under this Part must keep a register of those persons. (2) The...
Particulars to be registered ‘(1) A company’s register of authorised signatories must contain the following particulars of each authorised signatory— (a) name and any former...
Particulars to be registered: power to make regulations ‘(1) The Secretary of State may make provision by regulations amending section (Particulars of authorised signatories to be...
Duty to notify registrar of changes ‘(1) A company must, within the period of 14 days from the occurrence of— (a) any change in the persons appointed as authorised signatories under...
Requirement of consent of Charity Commission: companies that are charities ‘For section 66 of the Charities Act 1993 (c. 10) substitute— “66 Consent of Commission required for...
Qualifying pension scheme indemnity provision ‘(1) Section 216(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision. (2)...
Effect of provisions of articles as to enjoyment or exercise of members’ rights ‘(1) This section applies where provision is made by a company’s articles enabling a member to...
Traded companies: nomination of person to enjoy information rights ‘(1) This section applies to a company whose shares are admitted to trading on a regulated market. (2) A member of such a...
Information rights: form in which copies to be provided ‘(1) This section applies as regards the form in which copies are to be provided to a person nominated under section (Traded...
Termination or suspension of nomination ‘(1) The following provisions have effect in relation to a nomination under section (Traded companies: nomination of person to enjoy information...
Information as to possible rights in relation to voting ‘(1) This section applies where a company sends a copy of a notice of a meeting to a person nominated under section (Traded...
Information rights: status of rights ‘(1) This section has effect as regards the rights conferred by a nomination under section (Traded companies: nomination of person to enjoy information...
Information rights: power to amend ‘(1) The Secretary of State may by regulations amend the provisions of sections (Traded companies: nomination of persons to enjoy information rights) to...
Exercise of rights where shares held on behalf of others: exercise in different ways ‘(1) Where a person holds shares in a company on behalf of more than one person— (a) rights...
Exercise of rights where shares held on behalf of others: members’ requests ‘(1) This section applies for the purposes of— (a) section 297 (power to require circulation of...
Shares ‘(1) In the Companies Acts “share”, in relation to a company, means share in the company’s share capital. (2) A company’s shares may no longer be converted...
Nature of shares The shares or other interest of a member in a company are personal property (or, in Scotland, moveable property) and are not in the nature of real estate (or heritage).’....
Nominal value of shares ‘(1) Shares in a limited company having a share capital must each have a fixed nominal value. (2) An allotment of a share that does not have a fixed nominal value is...
Numbering of shares ‘(1) Each share in a company having a share capital must be distinguished by its appropriate number, except in the following circumstances. (2) If at any time— (a)...
Transferability of shares ‘(1) The shares or other interest of any member in a company are transferable in accordance with the company’s articles. (2) This is subject to— (a)...
Companies having a share capital References in the Companies Acts to a company having a share capital are to a company that has power under its constitution to issue shares.’....
Issued and allotted share capital ‘(1) References in the Companies Acts— (a) to “issued share capital” are to shares of a company that have been issued; (b) to...
Called-up share capital In the Companies Acts— “called-up share capital”, in relation to a company, means so much of its share capital as equals the aggregate amount of the...
Equity share capital In the Companies Acts “equity share capital”, in relation to a company, means its issued share capital excluding any part of that capital that does not carry any...
Exercise by directors of power to allot shares etc ‘(1) The directors of a company must not exercise any power of the company— (a) to allot shares in the company, or (b) to grant...
Power of directors to allot shares etc: private company with only one class of shares Where a private company has only one class of shares, the directors may exercise any power of the...
Power of directors to allot shares etc: authorisation by company ‘(1) The directors of a company may exercise a power of the company— (a) to allot shares in the company, or (b) to...
General prohibition of commissions, discounts and allowances ‘(1) Except as permitted by section (permitted commission) (permitted commission), a company must not apply any of its shares or...
Permitted commission ‘(1) A company may, if the following conditions are satisfied, pay a commission to a person in consideration of his subscribing or agreeing to subscribe (whether...
Registration of allotment ‘(1) A company must register an allotment of shares as soon as practicable and in any event within two months after the date of the allotment. (2) This does not...
Return of allotment by limited company ‘(1) This section applies to a company limited by shares and to a company limited by guarantee and having a share capital. (2) The company must,...
Return of allotment by unlimited company allotting new class of shares ‘(1) This section applies to an unlimited company that allots shares of a class with rights that are not in all...
Offence of failure to make return ‘(1) If a company makes default in complying with— section (return of allotment by limited company) (return of allotment of shares by limited...
When shares are allotted ‘For the purposes of the Companies Acts shares in a company are taken to be allotted when a person acquires the unconditional right to be included in the...
Provisions about allotment not applicable to shares taken on formation ‘The provisions of this Chapter have no application in relation to the taking of shares by the subscribers to the...
Meaning of “equity securities” and related expressions ‘(1) In this Chapter— “equity securities” means— (c) ordinary shares in the company, or (d) rights...
Existing shareholders’ right of pre-emption ‘(1) A company must not allot equity securities to a person on any terms unless— (a) it has made an offer to each person who holds...
Communication of pre-emption offers to shareholders ‘(1) This section has effect as to the manner in which offers required by section (Existing shareholders’ right of pre-emption) are...
Liability of company and officers in case of contravention ‘(1) This section applies where there is a contravention of— section (Existing shareholders’ right of pre-emption)...
Exception to pre-emption right: bonus shares ‘Section (Existing shareholders’ right of pre-emption)(1) (existing shareholders’ right of pre-emption) does not apply in relation...
Exception to pre-emption right: issue for non-cash consideration ‘Section (Existing shareholders’ right of pre-emption)(1) (existing shareholders’ right of pre-emption) does not...
Exception to pre-emption right: securities held under employees’ share scheme ‘Section (Existing shareholders’ right of pre-emption) (existing shareholders’ right of...
Exclusion of requirements by private companies ‘(1) All or any of the requirements of— (a) section (Existing shareholders’ right of pre-emption) (existing shareholders’...
Exclusion of pre-emption right: articles conferring corresponding right ‘(1) The provisions of this section apply where, in a case in which section (Existing shareholders’ right of...
Disapplication of pre-emption rights: private company with only one class of shares ‘(1) The directors of a private company that has only one class of shares may be given power by the...
Disapplication of pre-emption rights: directors acting under general authorisation ‘(1) Where the directors of a company are generally authorised for the purposes of section (Power of...
Disapplication of pre-emption rights by special resolution ‘(1) Where the directors of a company are authorised for the purposes of section (Power of directors to allot shares etc:...
Liability for false statement in directors’ statement ‘(1) This section applies in relation to a directors’ statement under section (Disapplication of pre-emption rights by...
Disapplication of pre-emption rights: sale of treasury shares ‘(1) This section applies in relation to a sale of shares that is an allotment of equity securities by virtue of section...
References to holder of shares in relation to offer ‘(1) In this Chapter, in relation to an offer to allot securities required by— (a) section (Existing shareholders’ right of...
Saving for other restrictions on offer or allotment ‘(1) The provisions of this Chapter are without prejudice to any other enactment by virtue of which a company is prohibited (whether...
Saving for certain older pre-emption requirements ‘(1) In the case of a public company the provisions of this Chapter do not apply to an allotment of equity securities that are subject to a...
Provisions about pre-emption not applicable to shares taken on formation ‘The provisions of this Chapter have no application in relation to the taking of shares by the subscribers to the...
Public companies: allotment where issue not fully subscribed ‘(1) No allotment shall be made of shares of a public company offered for subscription unless— (a) the issue is subscribed...
Public companies: effect of irregular allotment where issue not fully subscribed ‘(1) An allotment made by a public company to an applicant in contravention of section (Public companies:...
Shares not to be allotted at a discount ‘(1) A company’s shares must not be allotted at a discount. (2) If shares are allotted in contravention of this section, the allottee is liable...
Provision for different amounts to be paid on shares A company, if so authorised by its articles, may— (a) make arrangements on the issue of shares for a difference between the shareholders...
General rule as to means of payment ‘(1) Shares allotted by a company, and any premium on them, may be paid up in money or money’s worth (including goodwill and know-how). (2) This...
Meaning of payment in cash ‘(1) The following provisions have effect for the purposes of the Companies Acts. (2) A share in a company is deemed paid up (as to its nominal value or any...
Public companies: shares taken by subscribers of memorandum ‘Shares taken by a subscriber to the memorandum of a public company in pursuance of an undertaking of his in the memorandum, and...
Public companies: must not accept undertaking to do work or perform services ‘(1) A public company must not accept at any time, in payment up of its shares or any premium on them, an...
Public companies: shares must be at least one-quarter paid up ‘(1) A public company must not allot a share except as paid up at least as to one-quarter of its nominal value and the whole of...
Public companies: payment by long-term undertaking ‘(1) A public company must not allot shares as fully or partly paid up (as to their nominal value or any premium on them) otherwise than...
Liability of subsequent holders of shares ‘(1) If a person becomes a holder of shares in respect of which— (a) there has been a contravention of any provision of this Chapter, and (b)...
Power of court to grant relief ‘(1) This section applies in relation to liability under— section (Public companies: must not accept undertaking to do work or perform services)(2)...
Penalty for contravention of this Chapter ‘(1) If a company contravenes any of the provisions of this Chapter, an offence is committed by— (a) the company, and (b) every officer of...
Enforceability of undertakings to do work etc ‘(1) An undertaking given by any person, in or in connection with payment for shares in a company, to do work or perform services or to do any...
The appropriate rate of interest ‘(1) For the purposes of this Chapter the “appropriate rate” of interest is 5% per annum or such other rate as may be specified by order made by...
Public company: valuation of non-cash consideration for shares ‘(1) A public company must not allot shares as fully or partly paid up (as to their nominal value or any premium on them)...
Exception to valuation requirement: arrangement with another company ‘(1) Section (Public company: valuation of non-cash consideration for shares) (valuation of non-cash consideration) does...
Exception to valuation requirement: merger ‘(1) Section (Public company: valuation of non-cash consideration for shares) (valuation of non-cash consideration) does not apply to the...
Non-cash consideration for shares: requirements as to valuation and report ‘(1) The provisions of sections (Valuation by independent person) to (Valuer entitled to full disclosure) (general...
Copy of report to be delivered to registrar ‘(1) A company to which a report is made under section (Public company: valuation of non-cash consideration for shares) as to the value of any...
Public company: agreement for transfer of non-cash asset in initial period ‘(1) A public company formed as such must not enter into an agreement — (a) with a person who is a...
Agreement for transfer of non-cash asset: requirement of independent valuation ‘(1) The following conditions must have been complied with— (a) the consideration to be received by the...
Agreement for transfer of non-cash asset: requirements as to valuation and report ‘(1) The provisions of sections (Valuation by independent person) to (Valuer entitled to full disclosure)...
Agreement for transfer of non-cash asset: requirement of approval by members ‘(1) The following conditions must have been complied with— (a) the terms of the agreement must have been...
Copy of resolution to be delivered to registrar ‘(1) A company that has passed a resolution under section (Agreement for transfer of non-cash asset: requirement of approval by members) with...
Adaptation of provisions in relation to company re-registering as public ‘The provisions of sections (Public company: agreement for transfer of non-cash asset in initial period) to (Copy of...
Agreement for transfer of non-cash asset: effect of contravention ‘(1) This section applies where a public company enters into an agreement in contravention of section (Public company:...
Liability of subsequent holders of shares ‘(1) If a person becomes a holder of shares in respect of which— (a) there has been a contravention of section (Public company: valuation of...
Power of court to grant relief ‘(1) A person who— (a) is liable to a company under any provision of this Chapter in relation to payment in respect of any shares in the company, or (b)...
Penalty for contravention of this Chapter ‘(1) This section applies where a company contravenes—— section (Public company: valuation of non-cash consideration for shares)...
Enforceability of undertakings to do work etc ‘(1) An undertaking given by any person, in or in connection with payment for shares in a company, to do work or perform services or to do any...
The appropriate rate of interest ‘(1) For the purposes of this Chapter the “appropriate rate” of interest is 5% per annum or such other rate as may be specified by order made by...
Application of share premiums ‘(1) If a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares must...
Group reconstruction relief ‘(1) This section applies where the issuing company— (a) is a wholly owned subsidiary of another company (“the holding company”), and (b)...
Merger relief ‘(1) This section applies where the issuing company has secured at least a 90% equity holding in another company in pursuance of an arrangement providing for the allotment of...
Merger relief: meaning of 90% equity holding ‘(1) The following provisions have effect to determine for the purposes of section (Merger relief) (merger relief) whether a company...
Power to make further provision by regulations ‘(1) The Secretary of State may by regulations make such provision as he thinks appropriate— (a) for relieving companies from the...
Relief may be reflected in company’s balance sheet ‘An amount corresponding to the amount representing the premiums, or part of the premiums, on shares issued by a company that by...
Interpretation of this Chapter ‘(1) In this Chapter— “arrangement” means any agreement, scheme or arrangement (including an arrangement sanctioned in accordance...
Alteration of share capital of limited company ‘(1) A limited company having a share capital may not alter its share capital except in the following ways. (2) The company may— (a)...
Sub-division or consolidation of shares ‘(1) A limited company having a share capital may— (a) sub-divide its shares, or any of them, into shares of a smaller nominal amount than its...
Notice to registrar of sub-division or consolidation ‘(1) If a company exercises the power conferred by section (Sub-division or consolidation of shares) (sub-division or consolidation of...
Re-conversion of stock into shares ‘(1) A limited company that has converted paid-up shares into stock (before the repeal by this Act of the power to do so) may re-convert that stock into...
Notice to registrar of re-conversion of stock into shares ‘(1) If a company exercises a power conferred by section (Re-conversion of stock into shares) (reconversion of stock into shares)...
Redenomination of share capital ‘(1) A limited company having a share capital may by ordinary resolution redenominate its share capital or any class of its share capital....
Calculation of new nominal values ‘ ‘For each class of share the new nominal value of each share is calculated as follows: Step One Take the aggregate of the old nominal values of all...
Effect of redenomination ‘(1) The redenomination of shares does not affect any rights or obligations of members under the company’s constitution, or any restrictions affecting members...
Notice to registrar of redenomination ‘(1) If a limited company having a share capital redenominates any of its share capital, it must within one month after doing so give notice to the...
Reduction of capital in connection with redenomination ‘(1) A company that passes a resolution redenominating some or all of its shares may, for the purpose of adjusting the nominal values...
Notice to registrar of reduction of capital in connection with redenomination ‘(1) A company that passes a resolution under section (Reduction of capital in connection with redenomination)...
Redenomination reserve ‘(1) The amount by which a company’s share capital is reduced under section (Reduction of capital in connection with redenomination) (reduction of capital in...
Classes of shares ‘(1) For the purpose of this Chapter shares are of one class if the rights attached to them are in all respects uniform. (2) For this purpose the rights attached to shares...
Variation of class rights: companies having a share capital ‘(1) This section is concerned with the variation of the rights attached to a class of shares in a company having a share...
Variation of class rights: companies without a share capital ‘(1) This section is concerned with the variation of the rights of a class of members of a company where the company does not...
Variation of class rights: saving for court’s powers under other provisions ‘Nothing in section (Variation of class rights: companies having a share capital) or (Variation of class...
Right to object to variation: companies having a share capital ‘(1) This section applies where the rights attached to any class of shares in a company are varied under section (Variation of...
Right to object to variation: companies without a share capital ‘(1) This section applies where the rights of any class of members of a company are varied under section (Variation of class...
Copy of court order to be forwarded to the registrar ‘(1) The company must within 15 days after the making of an order by the court on an application under section (Right to object to...
Notice of name or other designation of class of shares ‘(1) Where a company assigns a name or other designation, or a new name or other designation, to any class of its shares, it must...
Notice of particulars of variation of rights attached to shares ‘(1) Where the rights attached to any shares of a company are varied, the company must within one month from the date on...
Notice of new class of members ‘(1) If a company not having a share capital creates a new class of members, the company must within one month from the date on which the new class is created...
Notice of name or other designation of class of members ‘(1) Where a company not having a share capital assigns a name or other designation, or a new name or other designation, to any class...
Notice of particulars of variation of class rights ‘(1) If the rights of any class of members of a company not having a share capital are varied, the company must within one month from the...
Circumstances in which a company may reduce its share capital ‘(1) A limited company having a share capital may reduce its share capital— (a) in the case of a private company limited...
Reduction of capital supported by solvency statement ‘(1) A resolution for reducing share capital of a private company limited by shares is supported by a solvency statement if— (a)...
Solvency statement ‘(1) A solvency statement is a statement that each of the directors— (a) has formed the opinion, as regards the company’s situation at the date of the...
Registration of resolution and supporting documents ‘(1) Within 15 days after the resolution for reducing share capital is passed the company must deliver to the registrar— (a) a copy...
Application to court for order of confirmation ‘(1) Where a company has passed a resolution for reducing share capital, it may apply to the court for an order confirming the reduction. (2)...
Creditors entitled to object to reduction ‘(1) Where this section applies (see section (Application to court for order of confirmation)(2) and (4)), every creditor of the company who at the...
Offences in connection with list of creditors ‘(1) If an officer of the company— (a) intentionally or recklessly— (i) conceals the name of a creditor entitled to object to the...
Court order confirming reduction ‘(1) The court may make an order confirming the reduction of capital on such terms and conditions as it thinks fit. (2) The court must not confirm the...
Registration of order and statement of capital ‘(1) The registrar, on production of an order of the court confirming the reduction of a company’s share capital and the delivery of a...
Public company reducing capital below authorised minimum ‘(1) This section applies where the court makes an order confirming a reduction of a public company’s capital that has the...
Expedited procedure for re-registration as a private company ‘(1) The court may authorise the company to be re-registered as a private company without its having passed the special...
Liability of members following reduction of capital ‘(1) Where a company’s share capital is reduced a member of the company (past or present) is not liable in respect of any share to...
Liability to creditor in case of omission from list of creditors ‘(1) This section applies where, in the case of a reduction of capital confirmed by the court— (a) a creditor entitled...
Shares no bar to damages against company ‘A person is not debarred from obtaining damages or other compensation from a company by reason only of his holding or having held shares in the...
Public companies: duty of directors to call meeting on serious loss of capital ‘(1) Where the net assets of a public company are half or less of its called-up share capital, the directors...
General power to make further provision by regulations ‘(1) The Secretary of State may by regulations modify the following provisions of this Part— Sections (General prohibition of...
General rule against limited company acquiring its own shares ‘(1) A limited company must not acquire its own shares, whether by purchase, subscription or otherwise, except in accordance...
Exceptions to general rule ‘(1) A limited company may acquire any of its own fully paid shares otherwise than for valuable consideration. (2) Section (General rule against limited company...
Treatment of shares held by nominee ‘(1) This section applies where shares in a limited company— (a) are taken by a subscriber to the memorandum as nominee of the company, (b) are...
Liability of others where nominee fails to make payment in respect of shares ‘(1) This section applies where shares in a limited company— (a) are taken by a subscriber to the...
Duty to cancel shares in public company held by or for the company ‘(1) This section applies in the case of a public company— (a) where shares in the company are forfeited, or...
Notice of cancellation of shares ‘(1) Where a company cancels shares in order to comply with section (Duty to cancel shares in public company held by or for the company), it must within one...
Re-registration as private company in consequence of cancellation ‘(1) Where a company is obliged to re-register as a private company to comply with section (Duty to cancel shares in public...
Issue of certificate of incorporation on re-registration ‘(1) If on an application under section (Re-registration as private company in consequence of cancellation) the registrar is...
Effect of failure to register ‘(1) If a public company that is required by section (Duty to cancel shares in public company held by or for the company) to apply to be re-registered as a...
Offence in case of failure to cancel shares or re-register ‘(1) This section applies where a company, when required to do by section (Duty to cancel shares in public company held by or for...
Application of provisions to company re-registering as public company ‘(1) This section applies where, after shares in a private company— (a) are forfeited in pursuance of the...
Accounting treatment of shares held by public company or nominee ‘(1) Where— (a) a public company, or a nominee of a public company, acquires shares in the company, and (b) those...
Public companies: general rule against lien or charge on own shares ‘(1) A lien or other charge of a public company on its own shares (whether taken expressly or otherwise) is void, except...
Interests to be disregarded in determining whether company has beneficial interest ‘In determining for the purposes of this Chapter whether a company has a beneficial interest in shares,...
Residual interest under pension scheme or employees’ share scheme ‘(1) Where the shares are held on trust for the purposes of a pension scheme or employees’ share scheme, there...
Employer’s charges and other rights of recovery ‘(1) Where the shares are held on trust for the purposes of a pension scheme there shall be disregarded— (a) any charge or lien...
Rights as personal representative or trustee ‘Where the company is a personal representative or trustee, there shall be disregarded any rights that the company has in that capacity...
Meaning of “pension scheme” ‘(1) In this Chapter “pension scheme” means a scheme for the provision of benefits consisting of or including relevant benefits for or in...
Application of provisions to directors ‘For the purposes of this Chapter references to “employer” and “employee”, in the context of a pension scheme or...
Meaning of “financial assistance” ‘(1) In this Chapter “financial assistance” means— (a) financial assistance given by way of gift, (b) financial assistance...
Assistance for acquisition of shares in public company ‘(1) Where a person is acquiring or proposing to acquire shares in a public company, it is not lawful for the company or any of its...
Assistance by public company for acquisition of shares in its private holding company ‘(1) Where a person is acquiring or proposing to acquire shares in a private company, it is not lawful...
Prohibited financial assistance an offence ‘(1) If a company contravenes section (Assistance for acquisition of shares in public company)(1) or (3) or section (Assistance by public company...
Unconditional exceptions ‘(1) Neither section (Assistance for acquisition of shares in public company) nor section (Assistance by public company for acquisition of shares in its private...
Conditional exceptions ‘(1) Neither section (Assistance for acquisition of shares in public company) nor section (Assistance by public company for acquisition of shares in its private...
Definitions for this Chapter ‘(1) In this Chapter— “distributable profits”, in relation to the giving of any financial assistance— (g) means those profits out of...
Power of limited company to issue redeemable shares ‘(1) A limited company having a share capital may issue shares that are to be redeemed or are liable to be redeemed at the option of the...
Terms and manner of redemption ‘(1) The directors of a limited company may determine the terms, conditions and manner of redemption of shares if they are authorised to do so— (a) by...
Payment for redeemable shares ‘(1) Redeemable shares in a limited company may not be redeemed unless they are fully paid. (2) The terms of redemption of shares in a limited company may...
Financing of redemption ‘(1) A private limited company may redeem redeemable shares out of capital in accordance with Chapter (Redemption or purchase by private company out of capital) of...
Redeemed shares treated as cancelled ‘Where shares in a limited company are redeemed— (a) the shares are treated as cancelled, and (b) the amount of the company’s issued share...
Notice to registrar of redemption ‘(1) If a limited company redeems any redeemable shares it must within one month after doing so give notice to the registrar, specifying the shares...
Power of limited company to purchase own shares ‘(1) A limited company having a share capital may purchase its own shares (including any redeemable shares), subject to— (a) the...
Payment for purchase of own shares ‘(1) A limited company may not purchase its own shares unless they are fully paid. (2) Where a limited company purchases its own shares, the shares must...
Financing of purchase of own shares ‘(1) A private limited company may purchase its own shares out of capital in accordance with Chapter (Redemption or purchase by private company out of...
Authority for purchase of own shares ‘(1) A limited company may only purchase its own shares— (a) by an off-market purchase, in pursuance of a contract approved in advance in...
Authority for off-market purchase ‘(1) A company may only make an off-market purchase of its own shares in pursuance of a contract approved in advance in accordance with this section. (2)...
Resolution authorising off-market purchase: exercise of voting rights ‘(1) This section applies to a resolution to confer, vary, revoke or renew authority for the purposes of section...
Resolution authorising off-market purchase: disclosure of details of contract ‘(1) This section applies in relation to a resolution to confer, vary, revoke or renew authority for the...
Variation of contract for off-market purchase ‘(1) A company may only agree to a variation of a contract authorised under section (Authority for off-market purchase) (authority for...
Resolution authorising variation: exercise of voting rights ‘(1) This section applies to a resolution to confer, vary, revoke or renew authority for the purposes of section (Variation of...
Resolution authorising variation: disclosure of details of variation ‘(1) This section applies in relation to a resolution under section (Variation of contract for off-market purchase)...
Release of company’s rights under contract for off-market purchase ‘(1) An agreement by a company to release its rights under a contract approved under section (Authority for...
Authority for market purchase ‘(1) A company may only make a market purchase of its own shares if the purchase has first been authorised by a resolution of the company. (2) That...
Copy of contract or memorandum to be available for inspection ‘(1) This section applies where a company has entered into— (a) a contract approved under section (Authority for...
Enforcement of right to inspect copy or memorandum ‘(1) If default is made in complying with section (Copy of contract or memorandum to be available for inspection)(2) or (3), or an...
No assignment of company’s right to purchase own shares ‘The rights of a company under a contract authorised under— (a) section (Authority for off-market purchase) (authority...
Payments apart from purchase price to be made out of distributable profits ‘(1) A payment made by a company in consideration of— (a) acquiring any right with respect to the purchase...
Treatment of shares purchased ‘Where a limited company makes a purchase of its own shares in accordance with this Chapter, then— (a) if section (Treasury shares) (treasury shares)...
Return to registrar of purchase of own shares ‘(1) Where a company purchases shares under this Chapter, it must deliver a return to the registrar within the period of 28 days beginning with...
Notice to registrar of cancellation of shares ‘(1) If on the purchase by a company of any of its own shares in accordance with this Part— (a) section (Treasury shares) (treasury...
Power of private limited company to redeem or purchase own shares out of capital ‘(1) A private limited company may in accordance with this Chapter, but subject to any restriction or...
The permissible capital payment ‘(1) The payment that may, in accordance with this Chapter, be made by a company out of capital in respect of the redemption or purchase of its own shares is...
Available profits ‘(1) For the purposes of this Chapter the available profits of the company, in relation to the redemption or purchase of any shares, are the profits of the company that...
Determination of available profits ‘(1) The available profits of the company are determined as follows. (2) First, determine the profits of the company by reference to the following items...
Requirements for payment out of capital ‘(1) A payment out of capital by a private company for the redemption or purchase of its own shares is not lawful unless the requirements of the...
Directors’ statement and auditor’s report ‘(1) The company’s directors must make a statement in accordance with this section. (2) The statement must specify the amount of...
Directors’ statement: offence if no reasonable grounds for opinion ‘(1) If the directors make a statement under section (Directors’ statement and auditor’s report) without...
Payment to be approved by special resolution ‘(1) The payment out of capital must be approved by a special resolution of the company. (2) The resolution must be passed on, or within the...
Resolution authorising payment: exercise of voting rights ‘(1) This section applies to a resolution under section (Payment to be approved by special resolution) (authority for payment out...
Resolution authorising payment: disclosure of directors’ statement and auditors’ report ‘(1) This section applies to a resolution under section (Payment to be approved by...
Public notice of proposed payment ‘(1) Within the week immediately following the date of the resolution under section (Payment to be approved by special resolution) the company must cause...
Directors’ statement and auditor’s report to be available for inspection ‘(1) The directors’ statement and auditor’s report must be kept available for inspection at...
Application to court to cancel resolution ‘(1) Where a private company passes a special resolution approving a payment out of capital for the redemption or purchase of any of its...
Notice to registrar of court application or order ‘(1) On making an application under section (Application to court to cancel resolution) (application to court to cancel resolution) the...
When payment out of capital to be made ‘(1) The payment out of capital must be made— (a) no earlier than five weeks after the date on which the resolution under section (Payment to be...
Treasury shares ‘(1) This section applies where— (a) a limited company makes a purchase of its own shares in accordance with Chapter (Purchase of own shares), (b) the purchase is made...
Treasury shares: maximum holdings ‘(1) Where a company has shares of only one class, the aggregate nominal value of shares held as treasury shares must not at any time exceed 10% of the...
Treasury shares: exercise of rights ‘(1) This section applies where shares are held by a company as treasury shares. (2) The company must not exercise any right in respect of the treasury...
Treasury shares: disposal ‘(1) Where shares are held as treasury shares, the company may at any time— (a) sell the shares (or any of them) for a cash consideration, or (b) transfer...
Treasury shares: notice of disposal ‘(1) Where shares held by a company as treasury shares— (a) are sold, or (b) are transferred for the purposes of an employees’ share scheme,...
Treasury shares: cancellation ‘(1) Where shares are held as treasury shares, the company may at any time cancel the shares (or any of them). (2) If shares held as treasury shares cease to...
Treasury shares: notice of cancellation ‘(1) Where shares held by a company as treasury shares are cancelled, the company must deliver a return to the registrar not later than 28 days after...
Treasury shares: treatment of proceeds of sale ‘(1) Where shares held as treasury shares are sold, the proceeds of sale must be dealt with in accordance with this section. (2) If the...
Treasury shares: offences ‘(1) If a company contravenes any of the provisions of this Chapter (except section (Treasury shares: notice of cancellation) (notice of cancellation)), an offence...
The capital redemption reserve ‘(1) Where under this Part shares of a limited company are redeemed or purchased wholly out of the company’s profits, the amount by which the...
Accounting consequences of payment out of capital ‘(1) This section applies where a payment out of capital is made in accordance with Chapter (Redemption or purchase by private company out...
Effect of company’s failure to redeem or purchase ‘(1) This section applies where a company— (a) issues shares on terms that they are or are liable to be redeemed, or (b) agrees...
Meaning of “distributable profits” ‘In this Part (except in Chapter (Financial assistance for purchase of own shares) (financial assistance): see section (Definitions for this...
General power to make further provision by regulations ‘(1) The Secretary of State may by regulations modify the provisions of this Part. (2) The regulations may— (a) amend or repeal...
Meaning of “debenture” ‘In the Companies Acts “debenture” includes debenture stock, bonds and any other securities of a company, whether or not constituting a charge...
Perpetual debentures ‘(1) A condition contained in debentures, or in a deed for securing debentures, is not invalid by reason only that the debentures are thereby made— (a)...
Enforcement of contract to subscribe for debentures ‘A contract with a company to take up and pay for debentures of the company may by enforced by an order for specific...
Registration of allotment of debentures ‘(1) A company must register an allotment of debentures as soon as practicable and in any event within two months after the date of the allotment....
Debentures to bearer (Scotland) ‘Notwithstanding anything in the statute of the Scots Parliament of 1696, chapter 25, debentures to bearer issued in Scotland are valid and binding according...
Register of debenture holders ‘(1) Any register of debenture holders of a company that is kept by the company must be kept available for inspection— (a) at the company’s...
Register of debenture holders: right to inspect and require copy ‘(1) Every register of debenture holders of a company must, except when duly closed, be open to the inspection— (a) of...
Register of debenture holders: response to request for inspection or copy ‘(1) Where a company receives a request under section (Register of debenture holders: right to inspect and require...
Register of debenture holders: refusal of inspection or default in providing copy ‘(1) If an inspection required under section (Register of debenture holders: right to inspect and require...
Register of debenture holders: offences in connection with request for or disclosure of information ‘(1) It is an offence for a person knowingly or recklessly to make in a request under...
Time limit for claims arising from entry in register ‘(1) Liability incurred by a company— (a) from the making or deletion of an entry in the register of debenture holders, or (b)...
Right of debenture holder to copy of deed ‘(1) Any holder of debentures of a company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of...
Liability of trustees of debentures ‘(1) Any provision contained in— (a) a trust deed for securing an issue of debentures, or (b) any contract with the holders of debentures secured...
Liability of trustees of debentures: saving for certain older provisions ‘(1) Section (Liability of trustees of debentures) (liability of trustees of debentures) does not operate— (a)...
Power to re-issue redeemed debentures ‘(1) Where a company has redeemed debentures previously issued, then unless— (a) provision to the contrary (express or implied) is contained in...
Deposit of debentures to secure advances ‘Where a company has deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures are not...
Priorities where debentures secured by floating charge ‘(1) This section applies where debentures of a company registered in England and Wales or Northern Ireland are secured by a charge...
Share certificate to be evidence of title ‘(1) In the case of a company registered in England and Wales or Northern Ireland, a certificate under the common seal of the company specifying...
Duty of company as to issue of certificates etc on allotment ‘(1) A company must, within two months after the allotment of any of its shares, debentures or debenture stock, complete and...
Registration of transfer ‘(1) A company may not register a transfer of shares in or debentures of the company unless— (a) a proper instrument of transfer has been delivered to it, or...
Procedure on transfer being lodged ‘(1) When a transfer of shares in or debentures of a company has been lodged with the company, the company must either— (a) register the transfer,...
Transfer of shares on application of transferor ‘On the application of the transferor of any share or interest in a company, the company shall enter in its register of members the name of...
Execution of share transfer by personal representative ‘An instrument of transfer of the share or other interest of a deceased member of a company— (a) may be made by his personal...
Evidence of grant of probate etc ‘(1) The production to a company of any document that is by law sufficient evidence of the grant of— (a) probate of the will of a deceased person, (b)...
Certification of instrument of transfer ‘(1) The certification by a company of an instrument of transfer of any shares in, or debentures of, the company is to be taken as a representation...
Duty of company as to issue of certificates etc on transfer ‘(1) A company must, within two months after the date on which a transfer of any of its shares, debentures or debenture stock is...
Issue of certificates etc: cases within the Stock Transfer Act 1982 ‘(1) Section (Duty of company as to issue of certificates etc on transfer)(1) (duty of company as to issue of...
Issue of certificates etc: allotment or transfer to financial institution ‘(1) A company— (a) of which shares or debentures are allotted to a financial institution, (b) of which...
Issue and effect of share warrant to bearer ‘(1) A company limited by shares may, if so authorised by its articles, issue with respect to any fully paid shares a warrant (a “share...
Duty of company as to issue of certificates on surrender of share warrant ‘(1) A company must, within two months of the surrender of a share warrant for cancellation, complete and have...
Offences in connection with share warrants (Scotland) ‘(1) If in Scotland a person— (a) with intent to defraud, forges or alters, or offers, utters, disposes of, or puts off, knowing...
Issue of certificates etc: court order to make good default ‘(1) If a company on which a notice has been served requiring it to make good any default in complying with— (a) section...
Scope of this Chapter ‘In this Chapter— (a) “securities” means shares, debentures, debenture stock, loan stock, bonds, units of a collective investment scheme within the...
Power to make regulations ‘(1) The power to make regulations under this Chapter is exercisable by the Treasury and the Secretary of State, either jointly or concurrently. (2) References in...
Provision enabling procedures for evidencing and transferring title ‘(1) Provision may be made by regulations for enabling title to securities to be evidenced and transferred without a...
Provision requiring arrangements to be adopted ‘(1) Regulations under this Chapter may make provision— (a) enabling the members of a company or of any designated class of companies to...
Provision requiring arrangements to be adopted: order-making powers ‘(1) The authority having power to make regulations under this Chapter may by order— (a) designate classes of...
Provision that may be included in regulations ‘Regulations under this Chapter may— (a) modify or exclude any provision of any enactment or instrument, or any rule of law; (b) apply,...
Duty to consult ‘Before making— (a) regulations under this Chapter, or (b) any order under section (Provision requiring arrangements to be adopted: order making powers), the authority...
Meaning of “distribution” ‘(1) In this Part “distribution” means every description of distribution of a company’s assets to its members, whether in cash or...
Distributions to be made only out of profits available for the purpose ‘(1) A company may only make a distribution out of profits available for the purpose. (2) A company’s profits...
Net asset restriction on distributions by public companies ‘(1) A public company may only make a distribution— (a) if the amount of its net assets is not less than the aggregate of...
Distributions by investment companies out of accumulated revenue profits ‘(1) An investment company may make a distribution out of its accumulated, realised revenue profits if the following...
Meaning of “investment company” ‘(1) In this Part an “investment company” means a public company that— (a) has given notice (which has not been revoked) to the...
Investment company: condition as to holdings in other companies ‘(1) The condition referred to in section (Meaning of “investment company”)(2)(b) (requirements to be complied...
Power to extend provisions relating to investment companies ‘(1) The Secretary of State may by regulations extend the provisions of sections (Distributions by investment companies out of...
Justification of distribution by reference to relevant accounts ‘(1) Whether a distribution may be made by a company without contravening this Part, and the amount of a distribution that...
Requirements where last annual accounts used ‘(1) The company’s last annual accounts means the company’s individual accounts— (a) that were last circulated to members in...
Requirements where interim accounts used ‘(1) Interim accounts must be accounts that enable a reasonable judgment to be made as to the amounts of the items mentioned in section...
Requirements where initial accounts used ‘(1) Initial accounts must be accounts that enable a reasonable judgment to be made as to the amounts of the items mentioned in section...
Successive distributions etc by reference to the same accounts ‘(1) In determining whether a proposed distribution may be made by a company in a case where— (a) one or more previous...
Realised losses and profits and revaluation of fixed assets ‘(1) The following provisions have effect for the purposes of this Part. (2) The following are treated as realised losses—...
Determination of profit or loss in respect of asset where records incomplete In determining for the purposes of this Part whether a company has made a profit or loss in respect of an asset...
Realised profits and losses of long term insurance business ‘(1) The provisions of this section have effect for the purposes of this Part as it applies in relation to an authorised...
Treatment of development costs ‘(1) Where development costs are shown as an asset in a company’s accounts, any amount shown in respect of those costs is treated— (a) for the...
Distributions in kind: determination of amount ‘(1) This section applies for determining the amount of a distribution consisting of or including, or treated as arising in consequence of,...
Distributions in kind: treatment of unrealised profits ‘(1) This section applies where— (a) a company makes a distribution consisting of or including, or treated as arising in...
Consequences of unlawful distribution ‘(1) This section applies where a distribution, or part of one, made by a company to one of its members is made in contravention of this Part. (2) If...
Saving for certain older provisions in articles ‘(1) Where immediately before the relevant date a company was authorised by a provision of its articles to apply its unrealised profits in...
Restriction on application of unrealised profits ‘A company must not apply an unrealised profit in paying up debentures or any amounts unpaid on its issued shares.’.—[Margaret...
Treatment of certain older profits or losses ‘(1) Where the directors of a company are, after making all reasonable enquiries, unable to determine whether a particular profit made before...
Application of rules of law restricting distributions ‘(1) Except as provided in this section, the provisions of this Part are without prejudice to any rule of law restricting the sums out...
Saving for other restrictions on distributions ‘The provisions of this Part are without prejudice to any enactment, or any provision of a company’s articles, restricting the sums out...
Minor definitions ‘(1) The following provisions apply for the purposes of this Part. (2) References to profit or losses of any description— (a) are to profits or losses of that...
General power to make further provision by regulations ‘(1) The Secretary of State may by regulations modify the provisions of this Part. (2) The regulations may— (a) amend or repeal...
Charges created by a company ‘(1) A company that creates a charge to which this section applies must deliver the prescribed particulars of the charge, together with the instrument (if any)...
Charges which have to be registered: supplementary ‘(1) The holding of debentures entitling the holder to a charge on land is not, for the purposes of section (Charges created by a...
Charges existing on property acquired ‘(1) This section applies where a company acquires property which is subject to a charge of a kind which would, if it had been created by the company...
Charge in series of debentures ‘(1) Where a series of debentures containing, or giving by reference to another instrument, any charge to the benefit of which debenture holders of that...
Additional registration requirement for commission etc. in relation to debentures ‘(1) Where any commission, allowance or discount has been paid or made either directly or indirectly by a...
Endorsement of certificate on debentures ‘(1) The company shall cause a copy of every certificate of registration given under section (Register of charges to be kept by registrar) to be...
Charges created in, or over property in, jurisdictions outside the United Kingdom ‘(1) Where a charge is created outside the United Kingdom comprising property situated outside the United...
Charges over property in another United Kingdom jurisdiction ‘(1) Subsection (2) applies where— (a) a charge comprises property situated in a part of the United Kingdom other than the...
Northern Ireland: registration of certain charges etc., affecting land ‘(1) Where a charge imposed by an order under Article 46 of the 1981 Order or notice of such a charge is registered in...
Register of charges to be kept by registrar ‘(1) The registrar shall keep, with respect to each company, a register of all the charges requiring registration under this Chapter. (2) In the...
The period allowed for registration ‘(1) The period allowed for registration of a charge created by a company is— (a) 21 days beginning with the day after the day on which the charge...
Registration of enforcement of security ‘(1) If a person obtains an order for the appointment of a receiver or manager of a company’s property, or appoints such a receiver or manager...
Entries of satisfaction and release ‘(1) Subsection (2) applies if a statement is delivered to the registrar verifying with respect to a registered charge— (a) that the debt for which...
Rectification of register of charges ‘(1) Subsection (2) applies if the court is satisfied— (a) that the failure to register a charge before the end of the period allowed for...
Consequence of failure to register charges created by a company ‘(1) If a company creates a charge to which section (Charges created by a company) applies, the charge is void (so far as any...
Companies to keep copies of instruments creating charges ‘(1) Every company shall cause a copy of every instrument creating a charge, including every order or notice a copy of which has...
Company’s register of charges ‘(1) Every limited company shall keep at its registered office a register of charges and enter in it— (a) all charges specifically affecting...
Right to inspect instruments which create charges, etc. ‘(1) The copies of instruments creating any charge requiring registration under this Chapter with the registrar, and the register of...
Charges created by a company (No.2) ‘(1) A company that creates a charge to which this section applies must deliver the prescribed particulars of the charge, together with a copy certified...
Charges which have to be registered: supplementary (No. 2) ‘(1) A charge on land, for the purposes of section (Charges created by a company (No. 2))(7)(a), includes a charge created by a...
Charges existing on property acquired (No. 2) ‘(1) Subsection (2) applies where a company acquires any property which is subject to a charge of any kind as would, if it had been created by...
Charges by way of ex facie absolute disposition etc. ‘(1) For the avoidance of doubt, it is hereby declared that, in the case of a charge created by way of an ex facie absolute disposition...
Charge in series of debentures (No. 2) ‘(1) Where a series of debentures containing, or giving by reference to any other instrument, any charge to the benefit of which the debenture-holders...
Additional registration requirement for commission etc. in relation to debentures (No.2) ‘(1) Where any commission, allowance or discount has been paid or made either directly or indirectly...
Charges on property outside the United Kingdom ‘Where a charge is created in the United Kingdom but comprises property outside the United Kingdom, the copy of the instrument creating or...
Register of charges to be kept by registrar (No. 2) ‘(1) The registrar shall keep, with respect to each company, a register of all the charges requiring registration under this Chapter. (2)...
The period allowed for registration (No. 2) ‘(1) The period allowed for registration of a charge created by a company is— (a) 21 days beginning with the day after the day on which the...
Entries of satisfaction and relief ‘(1) Subsection (2) applies if a statement is delivered to the registrar verifying with respect to any registered charge— (a) that the debt for...
Rectification of register of charges (No. 2) ‘(1) Subsection (2) applies if the court is satisfied— (a) that the failure to register a charge before the end of the period allowed for...
Consequence of failure to register charges created by a company (No. 2) ‘(1) If a company creates a charge to which section (Charges created by a company (No. 2)) applies, the charge is...
Companies to keep copies of instruments creating charges (No. 2) ‘(1) Every company shall cause a copy of every instrument creating a charge requiring registration under this Chapter to be...
Company’s register of charges (No. 2) ‘(1) Every company shall keep at its registered office a register of charges and enter in it all charges specifically affecting property of the...
Right to inspect copies of instruments and company’s register ‘(1) The copies of instruments creating charges requiring registration under this Chapter with the registrar, and the...
Power to make provision for effect of registration in special register ‘(1) In this section a “special register” means a register, other than the register of charges kept under...
General power to make amendments to this Part ‘(1) The Secretary of State may by regulations under this section— (a) amend this Part by altering, adding or repealing provisions, (b)...
Scheme of this Part ‘(1) The provisions of this Part apply where a compromise or arrangement is proposed— (a) between a company and its creditors, or any class of them, or (b) between...
Court sanction for compromise or arrangement ‘Where a compromise or arrangement is proposed between a company and its creditors, or any class of them, or between the company and its...
Meeting of creditors or members On receiving an application under section (Court sanction for compromise or arrangement) (application to sanction compromise or arrangement with creditors or...
Statement to be circulated or made available ‘(1) Where a meeting is summoned under section (Meeting of creditors or members)— (a) every notice summoning the meeting that is sent to a...
Duty of directors and trustees to provide information ‘(1) It is the duty of— (a) any director of the company, and (b) any trustee for its debenture holders, to give notice to the...
Court order sanctioning compromise or arrangement ‘(1) The court may sanction a compromise or arrangement only if, at a meeting summoned under section (Meeting of creditors or members), a...
Copy of court order to be annexed to copies of company’s constitution ‘(1) A copy of every order of the court under section (Court order sanctioning compromise or arrangement) (order...
Powers of court to facilitate reconstruction or amalgamation ‘(1) This section applies where— (a) application is made to the court under section (Court sanction for compromise or...
Copy of order to be delivered to the registrar ‘(1) Where an order is made under section (Powers of court to facilitate reconstruction or amalgamation) (powers of court to facilitate...
Power to make provision for mergers and divisions of public companies ‘(1) Where— (a) a compromise or arrangement is proposed between a public company and any such persons as are...
Meaning of “takeover offer” ‘(1) For the purposes of this Chapter an offer to acquire shares in a company is a “takeover offer” if the following two conditions are...
Shares already held by the offeror etc ‘(1) The reference in section (Meaning of “takeover offer”)(2) to shares already held by the offeror includes a reference to shares that...
Cases where offer treated as being on same terms ‘(1) The condition in section (Meaning of “takeover offer”)(3) (terms of offer to be the same for all shares or all shares of...
Shares to which an offer relates ‘(1) Where a takeover offer is made and, during the period beginning with the date of the offer and ending when the offer can no longer be accepted, the...
Effect of impossibility etc of communicating or accepting offer ‘(1) Where there are holders of shares in a company to whom an offer to acquire shares in the company is not communicated,...
Right of offeror to buy out minority shareholder ‘(1) Subsection (2) applies in a case where a takeover offer does not relate to shares of different classes. (2) If the offeror has, by...
Further provision about notices given under section (Right of offeror to buy out minority shareholder) ‘(1) A notice under section (Right of offeror to buy out minority shareholder) must be...
Effect of notice under section (Right of offeror to buy out minority shareholder) ‘(1) Subject to section (Applications to the court), this section applies where the offeror gives a...
Further provision about consideration held on trust under section (Effect of notice under section (Right of offeror to buy out minority shareholder))(9) ‘(1) This section applies where an...
Right of minority shareholder to be bought out by offeror ‘(1) Subsections (2) and (3) apply in a case where a takeover offer relates to all the shares in a company. For this purpose a...
Further provision about rights conferred by section (Right of minority shareholder to be bought out by offeror) ‘(1) Rights conferred on a shareholder by subsection (2), (3) or (4) of...
Effect of requirement under section (Right of minority shareholder to be bought out by offeror) ‘(1) Subject to section (Applications to the court), this section applies where a shareholder...
Applications to the court ‘(1) Where a notice is given under section (Right of offeror to buy out minority shareholder) to a shareholder the court may, on an application made by him,...
Joint offers ‘(1) In the case of a takeover offer made by two or more persons jointly, this Chapter has effect as follows. (2) The conditions for the exercise of the rights conferred by...
Associates ‘(1) In this Chapter “associate”, in relation to an offeror, means— (a) a nominee of the offeror, (b) a holding company, subsidiary or fellow subsidiary of the...
Convertible securities ‘(1) For the purposes of this Chapter securities of a company are treated as shares in the company if they are convertible into or entitle the holder to subscribe for...
Debentures carrying voting rights ‘(1) For the purposes of this Chapter debentures issued by a company to which subsection (2) applies are treated as shares in the company if they carry...
Interpretation ‘(1) In this Chapter— “the company” means the company whose shares are the subject of a takeover offer; “date of the offer” means— (m)...
Offence of fraudulent trading ‘(1) If any business of a company is carried on with intent to defraud creditors of the company or creditors of any other person, or for any fraudulent...
Petition by company member ‘(1) A member of a company may apply to the court by petition for an order under this Part on the ground— (a) that the company’s affairs are being or...
Petition by Secretary of State ‘(1) This section applies to a company in respect of which— (a) the Secretary of State has received a report under section 437 of the Companies Act 1985...
Powers of the court under this Part ‘(1) If the court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of...
Application of rule-making powers ‘The power to make rules under section 411 of the Insolvency Act 1986 or Article 359 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I....
Copy of order affecting company’s articles to be delivered to registrar ‘(1) Where an order of the court under this Part— (a) alters the company’s articles, or (b) gives...
Power to strike off company not carrying on business or in operation ‘(1) If the registrar has reasonable cause to believe that a company is not carrying on business or in operation, the...
Duty to act in case of company being wound up ‘(1) If, in a case where a company is being wound up— (a) the registrar has reasonable cause to believe— (i) that no liquidator is...
Supplementary provisions as to service of letter or notice ‘(1) A letter or notice to be sent under section (Power to strike off company not carrying on business or in operation) or (Duty...
Striking off on application by company ‘(1) On application by a company, the registrar of companies may strike the company’s name off the register. (2) The application— (a) must...
Circumstances in which application not to be made: activities of company ‘(1) An application under section (Striking off on application by company) on behalf of a company must not be made...
Circumstances in which application not to be made: other proceedings not concluded ‘(1) An application under section (Striking off on application by company) on behalf of a company must not...
Copy of application to be given to members, employees, etc ‘(1) A person who makes an application under section (Striking off on application by company) on behalf of a company must secure...
Copy of application to be given to new members, employees, etc ‘(1) This section applies in relation to any time after the day on which a company makes an application under section...
Copy of application: provisions as to service of documents ‘(1) The following provisions have effect for the purposes of— section (Copy of application to be given to members,...
Circumstances in which application to be withdrawn ‘(1) This section applies where, at any time on or after the day on which a company makes an application under section (Striking off on...
Withdrawal of application ‘An application under section (Striking off on application by company) is withdrawn by notice to the registrar.’.—[Margaret Hodge.]
Meaning of “creditor” ‘In this Chapter “creditor” includes a contingent or prospective creditor.’.—[Margaret Hodge.]
Property of dissolved company to be bona vacantia ‘(1) When a company is dissolved, all property and rights whatsoever vested in or held on trust for the company immediately before its...
Crown disclaimer of property vesting as bona vacantia ‘(1) Where property vests in the Crown under section (Property of dissolved company to be bona vacantia), the Crown’s title to it...
Effect of Crown disclaimer ‘(1) Where notice of disclaimer is executed under section (Crown disclaimer of property vesting as bona vacantia) as respects any property, that property is...
General effect of disclaimer (EW and NI) ‘(1) The Crown’s disclaimer operates so as to determine, as from the date of the disclaimer, the rights, interests and liabilities of the...
Disclaimer of leaseholds (EW and NI) ‘(1) The disclaimer of any property of a leasehold character does not take effect unless a copy of the disclaimer has been served (so far as the Crown...
Power of court to make vesting order (EW and NI) ‘(1) The court may on application by a person who— (a) claims an interest in the disclaimed property, or (b) is under a liability in...
Protection of persons holding under a lease (EW and NI) ‘(1) The court must not make an order under section (Power of court to make vesting order (EW and NI)) vesting property of a...
Land subject to rentcharge (EW and NI) ‘Where in consequence of the disclaimer land vests in any person, neither he nor his successors in title are subject to any personal liability in...
General effect of disclaimer (Sc) ‘(1) The Crown’s disclaimer operates to determine, as from the date of the disclaimer, the rights, interests and liabilities of the company, and the...
Power of court to make vesting order (Sc) ‘(1) The court may— (a) on application by a person who either claims an interest in disclaimed property or is under a liability not...
Protection of persons holding under a lease (Sc) ‘(1) Where the property disclaimed is held under a lease in favour of a person claiming under the company, whether— (a) as sub-lessee,...
Liability for rentcharge on company’s land after dissolution ‘(1) This section applies where on the dissolution of a company land in England and Wales or Northern Ireland that is...
Application for administrative restoration to the register ‘(1) An application may be made to the registrar to restore to the register a company that has been struck off the register under...
Requirements for administrative restoration ‘(1) On an application under section (Application for administrative restoration to the register) the registrar shall restore the company to the...
Application to be accompanied by statement of compliance ‘(1) An application under section (Application for administrative restoration to the register) (application for administrative...
Registrar’s decision on application for administrative restoration ‘(1) The registrar must give notice to the applicant of the decision on an application under section (Application...
Effect of administrative restoration ‘(1) The general effect of administrative restoration to the register is that the company is deemed to have continued in existence as if it had not been...
Application to court for restoration to the register ‘(1) An application may be made to the court to restore to the register a company— (a) that has been dissolved under Chapter 9 of...
When application to the court may be made ‘(1) An application to the court for restoration of a company to the register may be made at any time for the purpose of bringing proceedings...
Decision on application for restoration by the court ‘(1) On an application under section (Application to court for restoration to the register) the court may order the restoration of the...
Effect of court order for restoration to the register ‘(1) The general effect of an order by the court for restoration to the register is that the company is deemed to have continued in...
Company’s name on restoration ‘(1) A company is restored to the register with the name it had before it was dissolved or struck off the register, subject to the following provisions....
Effect of restoration to the register where property has vested as bona vacantia ‘(1) The person in whom any property or right is vested by section (Property of dissolved company to be bona...
Production and inspection of documents where offence suspected ‘(1) An application under this section may be made— (a) in England and Wales, to a judge of the High Court by the...
Application of valuation requirements ‘The provisions of sections (Valuation by qualified independent person) to (Valuer entitled to full disclosure) apply to the valuation and report...
Valuation by qualified independent person ‘(1) The valuation and report must be made by a person (“the valuer”) who— (a) is eligible for appointment as a statutory auditor...
The independence requirement ‘(1) A person meets the independence requirement for the purposes of section (Valuation by qualified independent person) only if— (a) he is not— (i)...
Meaning of “associate” ‘(1) This section defines “associate” for the purposes of section (The independence requirement) (valuation: independence requirement). (2) In...
Valuer entitled to full disclosure ‘(1) A person carrying out a valuation or making a report with respect to any consideration proposed to be accepted or given by a company, is entitled to...
Meaning of “subsidiary” etc ‘(1) A company is a “subsidiary” of another company, its “holding company”, if that other company— (a) hold a majority...
Meaning of “subsidiary” etc: power to amend ‘(1) The Secretary of State may by regulations amend the provisions of section (Meaning of “subsidiary” etc) (meaning of...
Meaning of “banking company” and “banking group” ‘(1) This section defines “banking company” and “banking group” for the purposes of the...
Meaning of “insurance company” and related expressions ‘(1) This section defines “insurance company”, “authorised insurance company”, “insurance...
“Employees’ share scheme” ‘For the purposes of the Companies Acts an employees’ share scheme is a scheme for encouraging or facilitating the holding of shares in or...
Meaning of “prescribed” ‘In the Companies Acts “prescribed” means prescribed (by order or by regulations) by the Secretary of State.’.—[Margaret Hodge.]
Persons subject to foreign restrictions ‘(1) This section defines what is meant by references in this Part to a person being subject to foreign restrictions. (2) A person is subject to...
Meaning of “the court” and “UK company” ‘In this Part— “the court” means— (q) in England and Wales, the High Court or a county court; (r) in...
Disqualification of persons subject to foreign restrictions ‘(1) The Secretary of State may make provision by regulations disqualifying a person subject to foreign restrictions from—...
Disqualification regulations: supplementary ‘(1) Regulations under section (Disqualification of persons subject to foreign restrictions) may make different provision for different cases and...
Offence of breach of disqualification ‘(1) Regulations under section (Disqualification of persons subject to foreign restrictions) may provide that a person disqualified under this Part who...
Personal liability for debts of company ‘(1) The Secretary of State may provide by regulations that a person who, at a time when he is subject to foreign restrictions— (a) is a...
Statements from persons subject to foreign restrictions ‘(1) The Secretary of State may make provision by regulations requiring a person who— (a) is subject to foreign restrictions,...
Statements from persons disqualified ‘(1) The Secretary of State may make provision by regulations requiring a statement or notice sent to the registrar of companies under any of the...
Statements: whether to be made public ‘(1) Regulations under section (Statements from persons subject to foreign restrictions) or (Statements from persons disqualified) may provide that a...
Offences ‘(1) Regulations under section (Statements from persons subject to foreign restrictions) or (Statements from persons disqualified) may provide that it is an offence for a...
Power to require information about exercise of voting rights ‘(1) The Treasury or the Secretary of State may make provision by regulations requiring institutions to which this section...
Institutions to which information provisions apply ‘(1) The institutions to which section (Power to require information about exercise of voting rights) applies are— (a) unit trust...
Shares to which information provisions apply ‘(1) The shares to which section (Institutions to which information provisions apply) applies are shares— (a) of a description traded on a...
Obligations with respect to provision of information ‘(1) Regulations under section (Power to require information about exercise of voting rights) may require the provision of specified...
Names and addresses of members of companies: company application ‘(1) Subject to the provisions of this section, a company may make an application under this section to the Secretary of...
Meaning of “subsidiary” etc: supplementary provisions
Index of defined expressions
Committee membership and attendance (out of 22)
Chairpersons
Members
[ Committee memberships can change partway through ]