Companies Act 1985 Part I Formation and Registration of Companies; Juridical Status and Membership Chapter I Company Formation Memorandum of association Mode of forming incorporated company. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Requirements with respect to memorandum. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forms of memorandum. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Statement of company’s objects: general commercial company. 3A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Resolution to alter objects. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Procedure for objecting to alteration. 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions supplementing ss. 4, 5. 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Articles of association Articles prescribing regulations for companies. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tables A, C, D and E. 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Table G. 8A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alteration of articles by special resolution. 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Registration and its consequences Documents to be sent to registrar. 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minimum authorised capital (public companies). 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Duty of registrar. 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of registration. 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of memorandum and articles. 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Memorandum and articles of company limited by guarantee. 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of alteration on company’s members. 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Conditions in memorandum which could have been in articles. 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amendments of memorandum or articles to be registered. 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Copies of memorandum and articles to be given to members. 19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issued copy of memorandum to embody alterations. 20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A company’s membership Definition of “member”. 22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Membership of holding company. 23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minimum membership for carrying on business. 24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chapter II Company Names Name as stated in memorandum. 25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prohibition on registration of certain names. 26 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alternatives of statutory designations. 27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change of name. 28 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Regulations about names. 29 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exemption from requirement of “limited” as part of the name. 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions applying to company exempt under s. 30. 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power to require company to abandon misleading name. 32 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prohibition on trading under misleading name. 33 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Penalty for improper use of “limited” or “cyfyngedig”. 34 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Penalty for improper use of “community interest company” etc. 34A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chapter III A Company’s Capacity; Formalities of Carrying on Business A company’s capacity not limited by its memorandum. 35 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power of directors to bind the company. 35A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . No duty to enquire as to capacity of company or authority of directors. 35B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company contracts: England and Wales. 36 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Execution of documents: England and Wales. 36A 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Execution of deeds: England and Wales 36AA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Execution of documents by companies. 36B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pre-incorporation contracts, deeds and obligations. 36C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bills of exchange and promissory notes. 37 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Execution of deeds abroad. 38 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power of company to have official seal for use abroad. 39 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Official seal for share certificates, etc. 40 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Authentication of documents. 41 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Events affecting a company’s status. 42 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part II Re-registration as a means of altering a company’s status Private company becoming public Re-registration of private company as public. 43 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consideration for shares recently allotted to be valued. 44 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional requirements relating to share capital. 45 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Meaning of “unqualified report” in s. 43(3). 46 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certificate of re-registration under s. 43. 47 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Modification for unlimited company re-registering. 48 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Limited company becoming unlimited Re-registration of limited company as unlimited. 49 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certificate of re-registration under s. 49. 50 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unlimited company becoming limited Re-registration of unlimited company as limited. 51 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certification of re-registration under s. 51. 52 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Public company becoming private Re-registration of public company as private. 53 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Litigated objection to resolution under s. 53. 54 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certificate of re-registration under s. 53. 55 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part III Capital Issues Chapter I Issues by Companies Registered, or to be Registered, in Great Britain The prospectus Matters to be stated, and reports to be set out, in prospectus. 56 1 Every prospectus issued by or on behalf of a company, or by or on behalf of any person who is or has been engaged or interested in the formation of the company, must comply— a with Part I of Schedule 3 to this Act, as respects the matters to be stated in the prospectus, and b with Part II of that Schedule, as respects the reports to be set out. 2 It is unlawful to issue any form of application for shares in or debentures of a company unless the form is issued with a prospectus which complies with the requirements of this section. 3 Subsection (2) does not apply if it is shown that the form of application was issued either— a in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures, or b in relation to shares or debentures which were not offered to the public. 4 If a person acts in contravention of subsection (2), he is liable to a fine. 5 This section does not apply— a to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons, or b to the issue of a prospectus or form of application relating to shares or debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being listed on a prescribed stock exchange; but subject to this, it applies to a prospectus or a form of application whether issued on or with reference to the formation of a company or subsequently. Attempted evasion of s. 56 to be void. 57 A condition requiring or binding an applicant for shares in or debentures of a company to waive compliance with any requirement of section 56, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, is void. Document offering shares etc. for sale deemed a prospectus. 58 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 Prospectus containing statement by expert. 61 1 A prospectus inviting persons to subscribe for a company’s shares or debentures and including a statement purporting to be made by an expert shall not be issued unless— a he (the expert) has given and has not, before delivery of a copy of the prospectus for registration, withdrawn his written consent to its issue with the statement included in the form and context in which it is in fact included; and b a statement that he has given and not withdrawn that consent appears in the prospectus. 2 If a prospectus is issued in contravention of this section, the company and every person who is knowingly a party to the issue of the prospectus is liable to a fine. Meaning of “expert”. 62 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prospectus to be dated. 63 A prospectus issued by or on behalf of a company, or in relation to an intended company, shall be dated; and that date shall, unless the contrary is proved, be taken as its date of publication. Registration of prospectus Registration requirement applicable in all cases. 64 1 No prospectus shall be issued by or on behalf of a company, or in relation to an intended company, unless on or before the date of its publication there has been delivered to the registrar of companies for registration a copy of the prospectus— a signed by every person who is named in it as a director or proposed director of the company, or by his agent authorised in writing, and b having endorsed on or attached to it any consent to its issue required by section 61 from any person as an expert. 2 Where the prospectus is such a document as is referred to in section 58, the signatures required by subsection (1) above include those of every person making the offer, or his agent authorised in writing. Where the offer is made by a company or a firm, it is sufficient for the purposes of this subsection if the document is signed on its behalf by two directors or (as the case may be) not less than half of the partners; and a director or partner may sign by his agent authorised in writing. 3 Every prospectus shall on its face— a state that a copy has been delivered for registration as required by this section, and b specify, or refer to statements in the prospectus specifying, any documents required by this or the following section to be endorsed on or attached to the copy delivered. 4 The registrar shall not register a prospectus unless it is dated and the copy of it signed as required by this section and unless it has endorsed on or attached to it the documents (if any) specified in subsection (3)(b). 5 If a prospectus is issued without a copy of it being delivered to the registrar as required by this section, or without the copy so delivered having the required documents endorsed on or attached to it, the company and every person who is knowingly a party to the issue of the prospectus is liable to a fine and, for continued contravention, to a daily default fine. Additional requirements in case of prospectus issued generally. 65 1 In the case of a prospectus issued generally (that is to persons who are not existing members or debenture holders of the company), the following provisions apply in addition to those of section 64. 2 The copy of the prospectus delivered to the registrar of companies must also have endorsed on or attached to it a copy of any contract required by paragraph 11 of Schedule 3 to be stated in the prospectus or, in the case of a contract not reduced into writing, a memorandum giving full particulars of it. 3 In the case of a contract wholly or partly in a foreign language— a the copy required by subsection (2) to be endorsed on or attached to the prospectus must be a copy of a translation of the contract into English or (as the case may be) a copy embodying a translation into English of the parts in a foreign language, and b the translation must be certified in the prescribed manner to be a correct translation. 4 If the persons making any report required by Part II of Schedule 3 have made in the report, or have (without giving reasons) indicated in it, any such adjustments as are mentioned in paragraph 21 of the Schedule (profits, losses, assets, liabilities), the copy of the prospectus delivered to the registrar must have endorsed on or attached to it a written statement signed by those persons setting out the adjustments and giving the reasons for them. Liabilities and offences in connection with prospectus Directors, etc. exempt from liability in certain cases. 66 1 In the event of non-compliance with or contravention of section 56, a director or other person responsible for the prospectus does not incur any liability by reason of that non-compliance or contravention if— a as regards any matter not disclosed, he proves that he was not cognisant of it, or b he proves that the non-compliance or contravention arose from an honest mistake of fact on his part, or c the non-compliance or contravention was in respect of matters which, in the opinion of the court dealing with the case, were immaterial or was otherwise such as ought (in the court’s opinion, having regard to all the circumstances of the case) reasonably to be excused. 2 In the event of failure to include in a prospectus a statement with respect to the matters specified in paragraph 13 of Schedule 3 (disclosure of directors’ interests), no director or other person incurs any liability in respect of the failure unless it is proved that he had knowledge of the matters not disclosed. 3 Nothing in section 56 or 57 or this section limits or diminishes any liability which a person may incur under the general law or this Act apart from those provisions. Compensation for subscribers misled by statement in prospectus. 67 1 Where a prospectus invites persons to subscribe for a company’s shares or debentures, compensation is payable to all those who subscribe for any shares or debentures on the faith of the prospectus for the loss or damage which they may have sustained by reason of any untrue statement included in it. 2 The persons liable to pay the compensation are— a every person who is a director of the company at the time of the issue of the prospectus, b every person who authorised himself to be named, and is named, in the prospectus as a director or as having agreed to become a director (either immediately or after an interval of time), c every person being a promoter of the company, and d every person who has authorised the issue of the prospectus. 3 The above has effect subject to the two sections next following; and here and in those sections “ promoter ” means a promoter who was party to the preparation of the prospectus, or of the portion of it containing the untrue statement, but does not include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of the company. Exemption from s. 67 for those acting with propriety. 68 1 A person is not liable under section 67 if he proves— a that, having consented to become a director of the company, he withdrew his consent before the issue of the prospectus, and that it was issued without his authority or consent, or b that the prospectus was issued without his knowledge or consent, and that on becoming aware of its issue he forthwith gave reasonable public notice that it was issued without his knowledge or consent, or c that after issue of the prospectus and before allotment under it he, on becoming aware of any untrue statement in it, withdrew his consent to its issue and gave reasonable public notice of the withdrawal and of the reason for it. 2 A person is not liable under that section if he proves that— a as regards every untrue statement not purporting to be made on the authority of an expert or of a public official document or statement, he had reasonable ground to believe, and did up to the time of the allotment of the shares or debentures (as the case may be) believe, that the statement was true; and b as regards every untrue statement purporting to be a statement by an expert or contained in what purports to be a copy of or extract from a report or valuation of an expert, it fairly represented the statement, or was a correct and fair copy of or extract from the report or valuation, and he had reasonable ground to believe and did up to the time of issue of the prospectus believe that the person making the statement was competent to make it and that person had given the consent required by section 61 to the issue of the prospectus and had not withdrawn that consent before delivery of a copy of the prospectus for registration or, to the defendant’s knowledge, before allotment under it; and c as regards every untrue statement purporting to be made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document. 3 Subsections (1) and (2) of this section do not apply in the case of a person liable, by reason of his having given a consent required of him by section 61, as a person who has authorised the issue of the prospectus in respect of an untrue statement purporting to be made by him as an expert. 4 Where under section 61 the consent of a person is required to the issue of a prospectus and he has given that consent, he is not by reason of his having given it liable under section 67 as a person who has authorised the issue of the prospectus except in respect of an untrue statement purporting to be made by him as an expert. 5 A person who, apart from this subsection, would under section 67 be liable, by reason of his having given a consent required of him by section 61, as a person who has authorised the issue of a prospectus in respect of an untrue statement purporting to be made by him as an expert is not so liable if he proves— a that, having given his consent under the section to the issue of the prospectus, he withdrew it in writing before the delivery of a copy of the prospectus for registration; or b that, after delivery of a copy of the prospectus for registration and before allotment under it, he, on becoming aware of the untrue statement, withdrew his consent in writing and gave reasonable public notice of the withdrawal and of the reason for it; or c that he was competent to make the statement and that he had reasonable ground to believe, and did up to the time of the allotment of the shares or debentures (as the case may be) believe, that the statement was true. Indemnity for innocent director or expert. 69 1 This section applies where— a the prospectus contains the name of a person as a director of the company, or as having agreed to become a director of it, and he has not consented to become a director, or has withdrawn his consent before the issue of the prospectus, and has not authorised or consented to its issue, or b the consent of a person is required under section 61 to the issue of the prospectus and he either has not given that consent or has withdrawn it before the issue of the prospectus. 2 The directors of the company (except any without whose knowledge or consent the prospectus was issued) and any other person who authorised its issue are liable to indemnify the person named, or whose consent was required under section 61 (as the case may be), against all damages, costs and expenses to which he may be liable by reason of his name having been inserted in the prospectus or of the inclusion in it of a statement purporting to be made by him as an expert (as the case may be), or in defending himself against any action or legal proceedings brought against him in respect of it. 3 A person is not deemed for purposes of this section to have authorised the issue of a prospectus by reason only of his having given the consent required by section 61 to the inclusion of a statement purporting to be made by him as an expert. Criminal liability for untrue statements. 70 1 If a prospectus is issued with an untrue statement included in it, any person who authorised the issue of the prospectus is guilty of an offence and liable to imprisonment or a fine, or both, unless he proves either— a that the statement was immaterial, or b that he had reasonable ground to believe and did, up to the time of the issue of the prospectus, believe that the statement was true. 2 A person is not deemed for purposes of this section to have authorised the issue of a prospectus by reason only of his having given the consent required by section 61 to the inclusion in it of a statement purporting to be made by him as an expert. Supplementary Interpretation for ss. 56 to 70. 71 For purposes of sections 56 to 70— a a statement included in a prospectus is deemed to be untrue if it is misleading in the form and context in which it is included, and b a statement is deemed to be included in a prospectus if it is contained in it, or in any report or memorandum appearing on its face, or by reference incorporated in, or issued with, the prospectus. Chapter II Issues by Companies Incorporated, or to be Incorporated, Outside Great Britain Prospectus of oversea company. 72 1 It is unlawful for a person to issue, circulate or distribute in Great Britain any prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain) unless the prospectus complies with the requirements of the next two subsections. 2 The prospectus must be dated and contain particulars with respect to the following matters— a the instrument constituting or defining the constitution of the company; b the enactments, or provisions having the force of an enactment, by or under which the incorporation of the company was effected; c an address in Great Britain where that instrument, and those enactments or provisions, or copies of them (and, if they are in a foreign language, a translation of them certified in the prescribed manner), can be inspected; d the date on which, and the country in which, the company was incorporated; and e whether the company has established a place of business in Great Britain and, if so, the address of its principal office in Great Britain. 3 Subject to the following provisions, the prospectus must comply— a with Part I of Schedule 3, as respects the matters to be stated in the prospectus, and b with Part II of that Schedule, as respects the reports to be set out. 4 Paragraphs (a) to (c) of subsection (2) do not apply in the case of a prospectus issued more than 2 years after the company is entitled to commence business. 5 It is unlawful for a person to issue to any person in Great Britain a form of application for shares in or debentures of such a company or intended company as is mentioned in subsection (1) unless the form is issued with a prospectus which complies with this Chapter and the issue of which in Great Britain does not contravene section 74 or 75 below. This subsection does not apply if it is shown that the form of application was issued in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures. 6 This section— a does not apply to the issue to a company’s existing members or debenture holders of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; and b except in so far as it requires a prospectus to be dated, does not apply to the issue of a prospectus relating to shares or debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being listed on a prescribed stock exchange; but subject to this, it applies to a prospectus or form of application whether issued on or with reference to the formation of a company or subsequently. Attempted evasion of s. 72 to be void. 73 A condition requiring or binding an applicant for shares or debentures to waive compliance with any requirement imposed— a by subsection (2) of section 72, as regards the particulars to be contained in the prospectus, or b by subsection (3) of that section, as regards compliance with Schedule 3, or purporting to affect an applicant with notice of any contract, document or matter not specifically referred to in the prospectus, is void. Prospectus containing statement by expert. 74 1 This section applies in the case of a prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether it has or has not established, or when formed will or will not establish, a place of business in Great Britain), if the prospectus includes a statement purporting to be made by an expert. 2 It is unlawful for any person to issue, circulate or distribute in Great Britain such a prospectus if— a the expert has not given, or has before delivery of the prospectus for registration withdrawn, his written consent to the issue of the prospectus with the statement included in the form and context in which it is included, or b there does not appear in the prospectus a statement that he has given and has not withdrawn his consent as above mentioned. 3 For purposes of this section, a statement is deemed to be included in a prospectus if it is contained in it, or in any report or memorandum appearing on its face, or by reference incorporated in, or issued with, the prospectus. Restrictions on allotment to be secured in prospectus. 75 1 It is unlawful for a person to issue, circulate or distribute in Great Britain a prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain), unless the prospectus complies with the following condition. 2 The prospectus must have the effect, where an application is made in pursuance of it, of rendering all persons concerned bound by all the provisions (other than penal provisions) of sections 82, 86 and 87 (restrictions on allotment), so far as applicable. Stock exchange certificate exempting from compliance with Sch. 3. 76 1 The following applies where— a it is proposed to offer to the public by a prospectus issued generally any shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain), and b application is made to a prescribed stock exchange for permission for those shares or debentures to be listed on that stock exchange. “ Issued generally ” means issued to persons who are not existing members or debenture holders of the company. 2 There may on the applicant’s request be given by or on behalf of that stock exchange a certificate that, having regard to the proposals (as stated in the request) as to the size and other circumstances of the issue of shares or debentures and as to any limitation on the number and class of persons to whom the offer is to be made, compliance with Schedule 3 would be unduly burdensome. 3 If a certificate is given under subsection (2), and if the proposals above mentioned are adhered to and the particulars and information required to be published in connection with the application for permission to the stock exchange are so published, then— a a prospectus giving the particulars and information in the form in which they are so required to be published is deemed to comply with Schedule 3, and b except as respects the requirement for the prospectus to be dated, section 72 does not apply to any issue, after the permission applied for is given, of a prospectus or form of application relating to the shares or debentures. Registration of oversea prospectus before issue. 77 1 It is unlawful for a person to issue, circulate or distribute in Great Britain a prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain), unless before the issue, circulation or distribution the requirements of this section have been complied with. 2 A copy of the prospectus, certified by the chairman and two other directors of the company as having been approved by resolution of the managing body, must have been delivered for registration to the registrar of companies. 3 The prospectus must state on the face of it that a copy has been so delivered to the registrar of companies; and the following must be endorsed on or attached to that copy of the prospectus— a any consent to the issue of the prospectus which is required by section 74; b a copy of any contract required by paragraph 11 of Schedule 3 to be stated in the prospectus or, in the case of a contract not reduced into writing, a memorandum giving full particulars of it; and c where the persons making any report required by Part II of Schedule 3 have made in it or have, without giving the reasons, indicated in it any such adjustments as are mentioned in paragraph 21 of the Schedule, a written statement signed by those persons setting out the adjustments and giving the reasons for them. 4 If in the case of a prospectus deemed by virtue of a certificate under section 76 to comply with Schedule 3, a contract or a copy of it, or a memorandum of a contract, is required to be available for inspection in connection with application under that section to the stock exchange, a copy or (as the case may be) a memorandum of the contract must be endorsed on or attached to the copy of the prospectus delivered to the registrar for registration. 5 References in subsections (3)(b) and (4) to the copy of a contract are, in the case of a contract wholly or partly in a foreign language, to a copy of a translation of the contract into English, or a copy embodying a translation into English of the parts in a foreign language (as the case may be); and— a the translation must in either case be certified in the prescribed manner to be a correct translation, and b the reference in subsection (4) to a copy of a contract required to be available for inspection includes a copy of a translation of it or a copy embodying a translation of parts of it. Consequences (criminal and civil) of non-compliance with ss. 72-77. 78 1 A person who is knowingly responsible for the issue, circulation or distribution of a prospectus, or for the issue of a form of application for shares or debentures, in contravention of any of sections 72 to 77 is liable to a fine. 2 Sections 67, 68 and 69 extend to every prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Great Britain (whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain), substituting for any reference to section 61 a reference to section 74. 3 In the event of non-compliance with or contravention of any of the requirements of section 72(2) as regards the particulars to be contained in the prospectus, or section 72(3) as regards compliance with Schedule 3, a director or other person responsible for the prospectus incurs no liability by reason of the non-compliance or contravention if— a as regards any matter not disclosed, he proves that he was not cognisant of it, or b he proves that the non-compliance or contravention arose from an honest mistake of fact on his part, or c the non-compliance or contravention was in respect of matters which, in the opinion of the court dealing with the case, were immaterial or were otherwise such as ought, in the court’s opinion, having regard to all the circumstances of the case, reasonably to be excused. 4 In the event of failure to include in a prospectus to which this Chapter applies a statement with respect to the matters contained in paragraph 13 of Schedule 3, no director or other person incurs any liability in respect of the failure unless it is proved that he had knowledge of the matters not disclosed. 5 Nothing in section 72 or 73 or this section, limits or diminishes any liability which a person may incur under the general law or this Act, apart from those provisions. Supplementary. 79 1 Where a document by which the shares or debentures of a company incorporated outside Great Britain are offered for sale to the public would, if the company had been a company incorporated under this Act, have been deemed by virtue of section 58 to be a prospectus issued by the company, that document is deemed, for the purposes of this Chapter, a prospectus so issued. 2 An offer of shares or debentures for subscription or sale to a person whose ordinary business it is to buy or sell shares or debentures (whether as principal or agent) is not deemed an offer to the public for those purposes. 3 In this Chapter “ shares ” and “ debentures ” have the same meaning as when those expressions are used, elsewhere in this Act, in relation to a company incorporated under this Act. Part IV Allotment of Shares and Debentures General provisions as to allotment Authority of company required for certain allotments. 80 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Election by private company as to duration of authority. 80A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restriction on public offers by private company. 81 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application for, and allotment of, shares and debentures. 82 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . No allotment unless minimum subscription received. 83 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allotment where issue not fully subscribed. 84 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of irregular allotment. 85 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Return as to allotments, etc. 88 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pre-emption rights Offers to shareholders to be on pre-emptive basis. 89 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Communication of pre-emption offers to shareholders. 90 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exclusion of ss. 89, 90 by private company. 91 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consequences of contravening ss. 89, 90. 92 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Saving for other restrictions as to offers. 93 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Definitions for ss. 89-96. 94 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disapplication of pre-emption rights. 95 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Saving for company’s pre-emption procedure operative before 1982. 96 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commissions and discounts Power of company to pay commissions. 97 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Apart from s. 97, commissions and discounts barred. 98 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amount to be paid for shares; the means of payment General rules as to payment for shares on allotment. 99 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prohibition on allotment of shares at a discount. 100 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares to be allotted as at least one-quarter paid-up. 101 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restriction on payment by long-term undertaking. 102 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash consideration to be valued before allotment. 103 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transfer to public company of non-cash asset in initial period. 104 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Agreements contravening s. 104. 105 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares issued to subscribers of memorandum. 106 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Meaning of “the appropriate rate”. 107 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valuation provisions Valuation and report (s. 103). 108 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valuation and report (s. 104). 109 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Entitlement of valuer to full disclosure. 110 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Matters to be communicated to registrar. 111 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other matters arising out of allotment &c. Right to damages, &c. not affected. 111A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liability of subsequent holders of shares allotted. 112 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Relief in respect of certain liabilities under ss. 99 ff. 113 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Penalty for contravention. 114 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Undertakings to do work, etc. 115 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application of ss. 99 ff to special cases. 116 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part V Share Capital, its Increase, Maintenance and Reduction Chapter I General Provisions about Share Capital Public company share capital requirements. 117 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The authorised minimum. 118 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for different amounts to be paid on shares. 119 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserve liability of limited company. 120 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alteration of share capital (limited companies). 121 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notice to registrar of alteration. 122 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notice to registrar of increased share capital. 123 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserve capital of unlimited company. 124 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chapter II Class Rights Variation of class rights. 125 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Saving for court’s powers under other provisions. 126 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shareholders’ right to object to variation. 127 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Registration of particulars of special rights. 128 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Registration of newly created class rights. 129 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chapter III Share Premiums Application of share premiums. 130 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 shall be transferred to an account called “the share premium account”. 2 The share premium account may be applied by the company in paying up unissued shares to be allotted to members as fully paid bonus shares, or is writing off— a the company’s preliminary expenses; or b the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company, or in providing for the premium payable on redemption of debentures of the company. 3 Subject to this, the provisions of this Act relating to the reduction of a company’s share capital apply as if the share premium account were part of its paid up share capital. 4 Sections 131 and 132 below give relief from the requirements of this section, and in those sections references to the issuing company are to the company issuing shares as above mentioned. Merger relief. 131 1 With the exception made by section 132(8) (group reconstruction) this section applies where the issuing company has secured at least a 90 per cent. equity holding in another company in pursuance of an arrangement providing for the allotment of equity shares in the issuing company on terms that the consideration for the shares allotted is to be provided— a by the issue or transfer to the issuing company of equity shares in the other company, or b by the cancellation of any such shares not held by the issuing company. 2 If the equity shares in the issuing company allotted in pursuance of the arrangement in consideration for the acquisition or cancellation of equity shares in the other company are issued at a premium, section 130 does not apply to the premiums on those shares. 3 Where the arrangement also provides for the allotment of any shares in the issuing company on terms that the consideration for those shares is to be provided by the issue or transfer to the issuing company of non-equity shares in the other company or by the cancellation of any such shares in that company not held by the issuing company, relief under subsection (2) extends to any shares in the issuing company allotted on those terms in pursuance of the arrangement. 4 Subject to the next subsection, the issuing company is to be regarded for purposes of this section as having secured at least a 90 per cent. equity holding in another company in pursuance of such an arrangement as is mentioned in subsection (1) if in consequence of an acquisition or cancellation of equity shares in that company (in pursuance of that arrangement) it holds equity shares in that company (whether all or any of those shares were acquired in pursuance of that arrangement, or not) of an aggregate nominal value equal to 90 per cent. or more of the nominal value of that company’s equity share capital (excluding any shares in that company held as treasury shares) . 5 Where the equity share capital of the other company is divided into different classes of shares, this section does not apply unless the requirements of subsection (1) are satisfied in relation to each of those classes of shares taken separately. 6 Shares held by a company which is the issuing company’s holding company or subsidiary, or a subsidiary of the issuing company’s holding company, or by its or their nominees, are to be regarded for purposes of this section as held by the issuing company. 7 In relation to a company and its shares and capital, the following definitions apply for purposes of this section— a “ equity shares ” means shares comprised in the company’s equity share capital; and b “ non-equity shares ” means shares (of any class) not so comprised; and “ arrangement ” means any agreement, scheme or arrangement (including an arrangement sanctioned under section 899 of the Companies Act 2006 (court sanction for compromise or arrangement with creditors or members) or section 110 of the Insolvency Act (liquidator accepting shares etc. as consideration for sale of company property)). 8 The relief allowed by this section does not apply if the issue of shares took place before 4th February 1981. Relief in respect of group reconstructions. 132 1 This section applies where the issuing company— a is a wholly-owned subsidiary of another company (“the holding company”), and b allots shares to the holding company or to another wholly-owned subsidiary of the holding company in consideration for the transfer to the issuing company of assets other than cash, being assets of any company (“the transferor company”) which is a member of the group of companies which comprises the holding company and all its wholly-owned subsidiaries. 2 Where the shares in the issuing company allotted in consideration for the transfer are issued at a premium, the issuing company is not required by section 130 to transfer any amount in excess of the minimum premium value to the share premium account. 3 In subsection (2), “ the minimum premium value ” means the amount (if any) by which the base value of the consideration for the shares allotted exceeds the aggregate nominal value of those shares. 4 For the purposes of subsection (3), the base value of the consideration for the shares allotted is the amount by which the base value of the assets transferred exceeds the base value of any liabilities of the transferor company assumed by the issuing company as part of the consideration for the assets transferred. 5 For the purposes of subsection (4)— a the base value of the assets transferred is to be taken as— i the cost of those assets to the transferor company, or ii the amount at which those assets are stated in the transferor company’s accounting records immediately before the transfer, whichever is the less; and b the base value of the liabilities assumed is to be taken as the amount at which they are stated in the transferor company’s accounting records immediately before the transfer. 6 The relief allowed by this section does not apply (subject to the next subsection) if the issue of shares took place before the date of the coming into force of the Companies (Share Premium Account) Regulations 1984 (which were made on 21st December 1984). 7 To the extent that the relief allowed by this section would have been allowed by section 38 of the Companies Act 1981 as originally enacted (the text of which section is set out in Schedule 25 to this Act), the relief applies where the issue of shares took place before the date of the coming into force of those Regulations, but not if the issue took place before 4th February 1981. 8 Section 131 does not apply in a case falling within this section. Provisions supplementing ss. 131, 132. 133 1 An amount corresponding to one representing the premiums or part of the premiums on shares issued by a company which by virtue of section 131 or 132 of this Act, or section 12 of the Consequential Provisions Act, is not included in the company’s share premium account may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in the company’s balance sheet. 2 References in this Chapter (however expressed) to— a the acquisition by a company of shares in another company; and b the issue or allotment of shares to, or the transfer of shares to or by, a company, include (respectively) the acquisition of any of those shares by, and the issue or allotment or (as the case may be) the transfer of any of those shares to or by, nominees of that company; and the reference in section 132 to the company transferring the shares is to be construed accordingly. 3 References in this Chapter to the transfer of shares in a company include the transfer of a right to be included in the company’s register of members in respect of those shares. 4 In sections 131 to 133 “ company ”, except in references to the issuing company, includes any body corporate. Provision for extending or restricting relief from s. 130. 134 1 The Secretary of State may by regulations in a statutory instrument make such provision as appears to him to be appropriate— a for relieving companies from the requirements of section 130 in relation to premiums other than cash premiums, or b for restricting or otherwise modifying any relief from those requirements provided by this Chapter. 2 Regulations under this section may make different provision for different cases or classes of case and may contain such incidental and supplementary provisions as the Secretary of State thinks fit. 3 No such regulations shall be made unless a draft of the instrument containing them has been laid before Parliament and approved by a resolution of each House. Chapter IV Reduction of Share Capital Special resolution for reduction of share capital. 135 1 Subject to confirmation by the court, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles, by special resolution reduce its share capital in any way. 2 In particular, and without prejudice to subsection (1), the company may— a extinguish or reduce the liability on any of its shares in respect of share capital not paid up; or b either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or unrepresented by available assets; or c either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share capital which is in excess of the company’s wants; and the company may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly. 3 A special resolution under this section is in this Act referred to as “ a resolution for reducing share capital ”. Application to court for order of confirmation. 136 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 If the proposed reduction of share capital involves either— a diminution of liability in respect of unpaid share capital; or b the payment to a shareholder of any paid-up share capital, and in any other case if the court so directs, the next three subsections have effect, but subject throughout to subsection (6). 3 Every creditor of the company who — a at the date fixed by the court is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company , and b can show that there is a real likelihood that the reduction would result in the company being unable to discharge his debt or claim when it fell due, is entitled to object to the reduction of capital. 4 The court shall settle a list of creditors entitled to object, and for that purpose— a shall ascertain, as far as possible without requiring an application from any creditor, the names of those creditors and the nature and amount of their debts or claims; and b may publish notices fixing a day or days within which creditors not entered on the list are to claim to be so entered or are to be excluded from the right of objecting to the reduction of capital. 5 If a creditor entered on the list whose debt or claim is not discharged or has not determined does not consent to the reduction, the court may, if it thinks fit, dispense with the consent of that creditor, on the company securing payment of his debt or claim by appropriating (as the court may direct) the following amount— a if the company admits the full amount of the debt or claim or, though not admitting it, is willing to provide for it, then the full amount of the debt or claim; b if the company does not admit, and is not willing to provide for, the full amount of the debt or claim, or if the amount is contingent or not ascertained, then an amount fixed by the court after the like enquiry and adjudication as if the company were being wound up by the court. 6 If a proposed reduction of share capital involves either the diminution of any liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, the court may, if having regard to any special circumstances of the case it thinks proper to do so, direct that subsections (3) to (5) of this section shall not apply as regards any class or any classes of creditors. Court order confirming reduction. 137 1 The court, if satisfied with respect to every creditor of the company who under section 136 is entitled to object to the reduction of capital that either— a his consent to the reduction has been obtained; or b his debt or claim has been discharged or has determined, or has been secured, may make an order confirming the reduction on such terms and conditions as it thinks fit. 2 Where the court so orders, it may also— a if for any special reason it thinks proper to do so, make an order directing that the company shall, during such period (commencing on or at any time after the date of the order) as is specified in the order, add to its name as its last words the words “and reduced”; and b make an order requiring the company to publish (as the court directs) the reasons for reduction of capital or such other information in regard to it as the court thinks expedient with a view to giving proper information to the public and (if the court thinks fit) the causes which led to the reduction. 3 Where a company is ordered to add to its name the words “and reduced”, those words are, until the expiration of the period specified in the order, deemed to be part of the company’s name. Registration of order and minute of reduction. 138 1 The registrar of companies, on production to him of an order of the court confirming the reduction of a company’s share capital, and the delivery to him of a copy of the order and of a minute (approved by the court) showing, with respect to the company’s share capital as altered by the order— a the amount of the share capital; b the number of shares into which it is to be divided, and the amount of each share; and c the amount (if any) at the date of the registration deemed to be paid up on each share, shall register the order and minute (but subject to section 139). 2 On the registration of the order and minute, and not before, the resolution for reducing share capital as confirmed by the order so registered takes effect. 3 Notice of the registration shall be published in such manner as the court may direct. 4 The registrar shall certify the registration of the order and minute; and the certificate— a may be either signed by the registrar, or authenticated by his official seal; b is conclusive evidence that all the requirements of this Act with respect to the reduction of share capital have been complied with, and that the company’s share capital is as stated in the minute. 5 The minute when registered is deemed to be substituted for the corresponding part of the company’s memorandum, and is valid and alterable as if it had been originally contained therein. 6 The substitution of such a minute for part of the company’s memorandum is deemed an alteration of the memorandum for purposes of section 20. Public company reducing capital below authorised minimum. 139 1 This section applies where the court makes an order confirming a reduction of a public company’s capital which has the effect of bringing the nominal value of its allotted share capital below the authorised minimum. 2 The registrar of companies shall not register the order under section 138 unless the court otherwise directs, or the company is first re-registered as a private company. 3 The court may authorise the company to be so re-registered without its having passed the special resolution required by section 53; and where that authority is given, the court shall specify in the order the alterations in the company’s memorandum and articles to be made in connection with that re-registration. 4 The company may then be re-registered as a private company, if an application in the prescribed form and signed by a director or secretary of the company is delivered to the registrar, together with a printed copy of the memorandum and articles as altered by the court’s order. 5 On receipt of such an application, the registrar shall retain it and the other documents delivered with it and issue the company with a certificate of incorporation appropriate to a company that is not a public company; and— a the company by virtue of the issue of the certificate becomes a private company, and the alterations in the memorandum and articles set out in the court’s order take effect; and b the certificate is conclusive evidence that the requirements of this section in respect of re-registration and of matters precedent and incidental thereto have been complied with, and that the company is a private company. Liability of members on reduced shares. 140 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 any call or contribution exceeding in amount the difference (if any) between the amount of the share as fixed by the minute and the amount paid on the share or the reduced amount (if any), which is deemed to have been paid on it, as the case may be. 2 But the following two subsections apply if— a a creditor, entitled in respect of a debt or claim to object to the reduction of share capital, by reason of his ignorance of the proceedings for reduction of share capital, or of their nature and effect with respect to his claim, is not entered on the list of creditors; and b after the reduction of capital, the company is unable (within the meaning of section 123 of the Insolvency Act ) to pay the amount of his debt or claim. 3 Every person who was a member of the company at the date of the registration of the order for reduction and minute is then liable to contribute for the payment of the debt or claim in question an amount not exceeding that which he would have been liable to contribute if the company had commenced to be wound up on the day before that date. 4 If the company is wound up, the court, on the application of the creditor in question and proof of ignorance referred to in subsection (2)(a), may (if it thinks fit) settle accordingly a list of persons so liable to contribute, and make and enforce calls and orders on the contributories settled on the list, as if they were ordinary contributories in a winding up. 5 Nothing in this section affects the rights of the contributories among themselves. Penalty for concealing name of creditor, etc. 141 If an officer of the company— a wilfully conceals the name of a creditor entitled to object to the reduction of capital; or b wilfully misrepresents the nature or amount of the debt or claim of any creditor; or c aids, abets or is privy to any such concealment or misrepresentation as is mentioned above, he is guilty of an offence and liable to a fine. Chapter V Maintenance of Capital Duty of directors on serious loss of capital. 142 1 Where the net assets of a public company are half or less of its called-up share capital, the directors shall, not later than 28 days from the earliest day on which that fact is known to a director of the company, duly convene an extraordinary general meeting of the company for a date not later than 56 days from that day for the purpose of considering whether any, and if so what, steps should be taken to deal with the situation. 2 If there is a failure to convene an extraordinary general meeting as required by subsection (1), each of the directors of the company who— a knowingly and wilfully authorises or permits the failure, or b after the expiry of the period during which that meeting should have been convened, knowingly and wilfully authorises or permits the failure to continue, is liable to a fine. 3 Nothing in this section authorises the consideration, at a meeting convened in pursuance of subsection (1), of any matter which could not have been considered at that meeting apart from this section. General rule against company acquiring own shares. 143 1 Subject to the following provisions, a company limited by shares or limited by guarantee and having a share capital shall not acquire its own shares, whether by purchase, subscription or otherwise. 2 If a company purports to act in contravention of this section, the company is liable to a fine, and every officer of the company who is in default is liable to imprisonment or a fine, or both; and , subject to subsection (2A), the purported acquisition is void. 2A Where a company purchases qualifying shares out of distributable profits under section 162, any contravention by the company of any provision of section 162B(1) or (2) shall not render the acquisition void under subsection (2) above. 3 A company limited by shares may acquire any of its own fully paid shares otherwise than for valuable consideration; and subsection (1) does not apply in relation to— a the redemption or purchase of shares in accordance with Chapter VII of this Part, b the acquisition of shares in a reduction of capital duly made, c the purchase of shares in pursuance of an order of the court under section 5 (alteration of objects), section 54 (litigated objection to resolution for company to be re-registered as private) or section 996 of the Companies Act 2006 (relief to members unfairly prejudiced), or d the forfeiture of shares, or the acceptance of shares surrendered in lieu, in pursuance of the articles, for failure to pay any sum payable in respect of the shares. Aquisition of shares by company’s nominee. 144 1 Subject to section 145, where shares are issued to a nominee of a company mentioned in section 143(1), or are acquired by a nominee of such a company from a third person as partly paid up, then, for all purposes— a the shares are to be treated as held by the nominee on his own account; and b the company is to be regarded as having no beneficial interest in them. 2 Subject to that section, if a person is called on to pay any amount for the purpose of paying up, or paying any premium on, any shares in such a company which were issued to him, or which he otherwise acquired, as the company’s nominee and he fails to pay that amount within 21 days from being called on to do so, then— a if the shares were issued to him as subscriber to the memorandum by virtue of an undertaking of his in the memorandum, the other subscribers to the memorandum, or b if the shares were otherwise issued to or acquired by him, the directors of the company at the time of the issue or acquisition, are jointly and severally liable with him to pay that amount. 3 If in proceedings for the recovery of any such amount from any such subscriber or director under this section it appears to the court— a that he is or may be liable to pay that amount, but b that he has acted honestly and reasonably and, having regard to all the circumstances of the case, he ought fairly to be excused from liability, the court may relieve him, either wholly or partly, from his liability on such terms as the court thinks fit. 4 Where any such subscriber or director has reason to apprehend that a claim will or might be made for the recovery of any such amount from him, he may apply to the court for relief; and the court has the same power to relieve him as it would have had in proceedings for the recovery of that amount. Exceptions from s. 144. 145 1 Section 144(1) does not apply to shares acquired otherwise than by subscription by a nominee of a public company, where a person acquires shares in the company with financial assistance given to him directly or indirectly by the company for the purpose of or in connection with the acquisition, and the company has a beneficial interest in the shares. 2 Section 144(1) and (2) do not apply— a to shares acquired by a nominee of a company when the company has no beneficial interest in those shares, or b to shares issued in consequence of an application made before 22nd December 1980, or transferred in pursuance of an agreement to acquire them made before that date. 3 Schedule 2 to this Act has effect for the interpretation of references in this section to a company having, or not having, a beneficial interest in shares. Treatment of shares held by or for public company. 146 1 Except as provided by section 148, the following applies to a public company— a where shares in the company are forfeited, or surrendered to the company in lieu, in pursuance of the articles, for failure to pay any sum payable in respect of the shares; aa where shares in the company are surrendered to the company in pursuance of section 102C(1)(b) of the Building Societies Act 1986; b where shares in the company are acquired by it (otherwise than by any of the methods mentioned in section 143(3)(a) to (d)) and the company has a beneficial interest in the shares; c where the nominee of the company acquires shares in the company from a third person without financial assistance being given directly or indirectly by the company and the company has a beneficial interest in the shares; or d where a person acquires shares in the company with financial assistance given to him directly or indirectly by the company for the purpose of or in connection with the acquisition, and the company has a beneficial interest in the shares. Schedule 2 to this Act has effect for the interpretation of references in this subsection to the company having a beneficial interest in shares. 2 Unless the shares or any interest of the company in them are previously disposed of, the company must, not later than the end of the relevant period from their forfeiture or surrender or, in a case within subsection (1)(b), (c) or (d), their acquisition— a cancel them and diminish the amount of the share capital by the nominal value of the shares cancelled, and b where the effect of cancelling the shares will be that the nominal value of the company’s allotted share capital is brought below the authorised minimum, apply for re-registration as a private company, stating the effect of the cancellation. 3 For this purpose “ the relevant period ” is— a 3 years in the case of shares forfeited or surrendered to the company in lieu of forfeiture, or acquired as mentioned in subsection (1)(b) or (c); b one year in the case of shares acquired as mentioned in subsection (1)(d). 4 The company and, in a case within subsection (1)(c) or (d), the company’s nominee or (as the case may be) the other shareholder must not exercise any voting rights in respect of the shares; and any purported exercise of those rights is void. Matters arising out of compliance with s. 146(2). 147 1 The directors may take such steps as are requisite to enable the company to carry out its obligations under section 146(2) without complying with sections 135 and 136 (resolution to reduce share capital; application to court for approval). 2 The steps taken may include the passing of a resolution to alter the company’s memorandum so that it no longer states that the company is to be a public company; and the resolution may make such other alterations in the memorandum as are requisite in the circumstances. Chapter 3 of Part 3 of the Companies Act 2006 (resolutions affecting a company's constitution) applies to such a resolution. 3 The application for re-registration required by section 146(2)(b) must be in the prescribed form and be signed by a director or secretary of the company, and must be delivered to the registrar of companies together with a printed copy of the memorandum and articles of the company as altered by the resolution. 4 If the registrar is satisfied that the company may be re-registered under section 146, he shall retain the application and other documents delivered with it and issue the company with a certificate of incorporation appropriate to a company that is not a public company; and— a the company by virtue of the issue of the certificate becomes a private company, and the alterations in the memorandum and articles set out in the resolution take effect accordingly, and b the certificate is conclusive evidence that the requirements of sections 146 to 148 in respect of re-registration and of matters precedent and incidental to it have been complied with, and that the company is a private company. Further provisions supplementing ss. 146, 147. 148 1 Where, after shares in a private company— a are forfeited in pursuance of the company’s articles or are surrendered to the company in lieu of forfeiture, or b are acquired by the company (otherwise than by such surrender or forfeiture, and otherwise than by any of the methods mentioned in section 143(3)), the company having a beneficial interest in the shares, or c are acquired by the nominee of a company in the circumstances mentioned in section 146(1)(c), or d are acquired by any person in the circumstances mentioned in section 146(1)(d), the company is re-registered as a public company, sections 146 and 147, and also section 149, apply to the company as if it had been a public company at the time of the forfeiture, surrender or acquisition, but with the modification required by the following subsection. 2 That modification is to treat any reference to the relevant period from the forfeiture, surrender or acquisition as referring to the relevant period from the re-registration of the company as a public company. 3 Schedule 2 to this Act has effect for the interpretation of the reference in subsection (1)(b) to the company having a beneficial interest in shares. 4 Where a public company or a nominee of a public company acquires shares in the company or an interest in such shares, and those shares are (or that interest is) shown in a balance sheet of the company as an asset, an amount equal to the value of the shares or (as the case may be) the value to the company of its interest in them shall be transferred out of profits available for dividend to a reserve fund and are not then available for distribution. Sanctions for non-compliance. 149 1 If a public company required by section 146(2) to apply to be re-registered as a private company fails to do so before the end of the relevant period referred to in that subsection, Chapter 1 of Part 20 of the Companies Act 2006 (restriction on public offers) applies to it as if it were a private company such as is mentioned in that section; but, subject to this, the company continues to be treated for the purpose of this Act as a public company until it is so re-registered. 2 If a company when required to do so by section 146(2) (including that subsection as applied by section 148(1)) fails to cancel any shares in accordance with paragraph (a) of that subsection or to make an application for re-registration in accordance with paragraph (b) of it, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine. Charges of public companies on own shares. 150 1 A lien or other charge of a public company on its own shares (whether taken expressly or otherwise), except a charge permitted by any of the following subsections, is void. This is subject to section 6 of the Consequential Provisions Act (saving for charges of old public companies on their own shares). 2 In the case of any description of company, a charge on its own shares is permitted if the shares are not fully paid and the charge is for any amount payable in respect of the shares. 3 In the case of a company whose ordinary business— a includes the lending of money, or b consists of the provision of credit or the bailment (in Scotland, hiring) of goods under a hire purchase agreement, or both, a charge of the company on its own shares is permitted (whether the shares are fully paid or not) if it arises in connection with a transaction entered into by the company in the ordinary course of its business. 4 In the case of a company which is re-registered or is registered under section 680 as a public company, a charge on its own shares is permitted if the charge was in existence immediately before the company’s application for re-registration or (as the case may be) registration. This subsection does not apply in the case of such a company as is referred to in section 6(3) of the Consequential Provisions Act (old public company remaining such after 22nd March 1982, not having applied to be re-registered as public company). Chapter VI Financial Assistance by a Company for Acquisition of its Own Shares Provisions applying to both public and private companies Financial assistance generally prohibited. 151 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Definitions for this Chapter. 152 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transactions not prohibited by s. 151. 153 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Special restriction for public companies. 154 1 In the case of a public company, section 153(4) authorises the giving of financial assistance only if the company has net assets which are not thereby reduced or, to the extent that those assets are thereby reduced, if the assistance is provided out of distributable profits. 2 For this purpose the following definitions apply— a “ net assets ” means the amount by which the aggregate of the company’s assets exceeds the aggregate of its liabilities (taking the amount of both assets and liabilities to be as stated in the company’s accounting records immediately before the financial assistance is given); b “ liabilities ” includes any amount retained as reasonably necessary for the purpose of providing for any liability the nature of which is clearly defined and which is either likely to be incurred, or certain to be incurred but uncertain as to amount or as to the date on which it will arise. Private companies Relaxation of s. 151 for private companies. 155 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Statutory declaration under s. 155. 156 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Special resolution under s. 155. 157 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Time for giving financial assistance under s. 155. 158 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chapter VII Redeemable Shares; Purchase by a Company of its Own Shares Redemption and purchase generally Power to issue redeemable shares. 159 1 Subject to the provisions of this Chapter, a company limited by shares or limited by guarantee and having a share capital may, if authorised to do so by its articles, issue shares which are to be redeemed or are liable to be redeemed at the option of the company or the shareholder. 2 No redeemable shares may be issued at a time when there are no issued shares of the company which are not redeemable. 3 Redeemable shares may not be redeemed unless they are fully paid; and the terms of redemption must provide for payment on redemption. Terms and manner of redemption. 159A 1 Redeemable shares may not be issued unless the following conditions are satisfied as regards the terms and manner of redemption. 2 The date on or by which, or dates between which, the shares are to be or may be redeemed must be specified in the company’s articles or, if the articles so provide, fixed by the directors, and in the latter case the date or dates must be fixed before the shares are issued. 3 Any other circumstances in which the shares are to be or may be redeemed must be specified in the company’s articles. 4 The amount payable on redemption must be specified in, or determined in accordance with, the company’s articles, and in the latter case the articles must not provide for the amount to be determined by reference to any person’s discretion or opinion. 5 Any other terms and conditions of redemption shall be specified in the company’s articles. 6 Nothing in this section shall be construed as requiring a company to provide in its articles for any matter for which provision is made by this Act. Financing etc. of redemption. 160 1 Subject to the next subsection and to sections 171 (private companies redeeming or purchasing own shares out of capital) and 178(4) (terms of redemption or purchase enforceable in a winding up)— a redeemable shares may only be redeemed out of distributable profits of the company or out of the proceeds of a fresh issue of shares made for the purposes of the redemption; and b any premium payable on redemption must be paid out of distributable profits of the company. 2 If the redeemable shares were issued at a premium, any premium payable on their redemption may be paid out of the proceeds of a fresh issue of shares made for the purposes of the redemption, up to an amount equal to— a the aggregate of the premiums received by the company on the issue of the shares redeemed, or b the current amount of the company’s share premium account (including any sum transferred to that account in respect of premiums on the new shares), whichever is the less; and in that case the amount of the company’s share premium account shall be reduced by a sum corresponding (or by sums in the aggregate corresponding) to the amount of any payment made by virtue of this subsection out of the proceeds of the issue of the new shares. 3 Subject to the following provisions of this Chapter, redemption of shares may be effected on such terms and in such manner as may be provided by the company’s articles. 4 Shares redeemed under this section redeemed under this Chapter shall be treated as cancelled on redemption, and the amount of the company’s issued share capital shall be diminished by the nominal value of those shares accordingly; but the redemption of shares by a company is not to be taken as reducing the amount of the company’s authorised share capital. 5 Without prejudice to subsection (4), where a company is about to redeem shares, it has power to issue shares up to the nominal value of the shares to be redeemed as if those shares had never been issued. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161 Power of company to purchase own shares. 162 1 Subject to the following provisions of this Chapter, a company limited by shares or limited by guarantee and having a share capital may, if authorised to do so by its articles, purchase its own shares (including any redeemable shares). 2 Sections 159 and 160 apply to the purchase by a company under this section of its own shares as they apply to the redemption of redeemable shares. This is subject to subsections (2A) and (2B). 2A The terms and manner of a purchase under this section need not be determined by the articles as required by section 160(3). 2B Where a company makes a purchase of qualifying shares out of distributable profits under this section, section 162A applies to the shares purchased; and accordingly section 160(4) does not apply to those shares. 3 A company may not under this section purchase its shares if as a result of the purchase there would no longer be any member of the company holding shares other than redeemable shares or shares held as treasury shares . 4 For the purposes of this Chapter “ qualifying shares ” are shares which— a are included in the official list in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000 , b are traded on the market known as the Alternative Investment Market established under the rules of London Stock Exchange plc, c are officially listed in an EEA State, or d are traded on a market established in an EEA State which is a regulated market which appears on the list drawn up by that State pursuant to Article 47 of Directive 2004/39/ EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, and in paragraph (a) “ the official list ” has the meaning given in section 103(1) of the Financial Services and Markets Act 2000. Treasury shares 162A 1 Where qualifying shares are purchased by a company out of distributable profits in accordance with section 162, the company may— a hold the shares (or any of them), or b deal with any of them, at any time, in accordance with section 162D. 2 Where shares are held under subsection (1)(a) then, for the purposes of section 352, the company must be entered in the register as the member holding those shares. 3 In this Act, references to a company holding shares as treasury shares are references to the company holding shares which— a were (or are treated as having been) purchased by it in circumstances in which this section applies, and b have been held by the company continuously since they were so purchased. Treasury shares: maximum holdings 162B 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 per cent. of the nominal value of the issued share capital of the company at that time. 2 Where the share capital of a company is divided into shares of different classes, the aggregate nominal value of the shares of any class held as treasury shares must not at any time exceed 10 per cent. of the nominal value of the issued share capital of the shares in that class at that time. 3 Where subsection (1) or (2) is contravened by a company, the company must dispose of or cancel the excess shares, in accordance with section 162D, before the end of the period of 12 months beginning with the day on which that contravention occurs. For this purpose “ the excess shares ” means such number of the shares, held by the company as treasury shares at the time in question, as resulted in the limit being exceeded. Treasury shares: voting and other rights 162C 1 This section applies to shares which are held by a company as treasury shares (“the treasury shares”). 2 The company must not exercise any right in respect of the treasury shares, and any purported exercise of such a right is void. 3 The rights to which subsection (2) applies include any right to attend or vote at meetings (including meetings summoned under section 896 of the Companies Act 2006 ). 4 No dividend may be paid, and no other distribution (whether in cash or otherwise) of the company’s assets (including any distribution of assets to members on a winding up) may be made, to the company in respect of the treasury shares. 5 Nothing in this section is to be taken as preventing— a an allotment of shares as fully paid bonus shares in respect of the treasury shares, or b the payment of any amount payable on the redemption of the treasury shares (if they are redeemable shares). 6 Any shares allotted as fully paid bonus shares in respect of the treasury shares shall be treated for the purposes of this Act as if they were purchased by the company at the time they were allotted, in circumstances in which section 162A(1) applied. Treasury shares: disposal and cancellation 162D 1 Where shares are held as treasury shares, a company may at any time— a sell the shares (or any of them) for cash, b transfer the shares (or any of them) for the purposes of or pursuant to an employees' share scheme, or c cancel the shares (or any of them). 2 For the purposes of subsection (1)(a), “ cash ”, in relation to a sale of shares by a company, means— a cash (including foreign currency) received by the company, or b a cheque received by the company in good faith which the directors have no reason for suspecting will not be paid, or c a release of a liability of the company for a liquidated sum, or d an undertaking to pay cash to the company on or before a date not more than 90 days after the date on which the company agrees to sell the shares. 3 But if the company receives a notice under section 979 of the Companies Act 2006 (right of offeror to buy out minority shareholders) that a person desires to acquire any of the shares, the company must not, under subsection (1), sell or transfer the shares to which the notice relates except to that person. 4 If under subsection (1) the company cancels shares held as treasury shares, the company must diminish the amount of the issued share capital by the nominal value of the shares cancelled; but the cancellation is not to be taken as reducing the amount of the company’s authorised share capital. 5 The directors may take such steps as are requisite to enable the company to cancel its shares under subsection (1) without complying with sections 135 and 136 (resolution to reduce issued share capital; application to court for approval). Treasury shares: mandatory cancellation 162E 1 If shares held as treasury shares cease to be qualifying shares, the company must forthwith cancel the shares in accordance with section 162D. 2 For the purposes of subsection (1), shares are not to be regarded as ceasing to be qualifying shares by virtue only of— a the suspension of their listing in accordance with the applicable rules in the EEA State in which the shares are officially listed, or b the suspension of their trading in accordance with— i in the case of shares traded on the market known as the Alternative Investment Market, the rules of London Stock Exchange plc, and ii in any other case, the rules of the regulated market on which they are traded. 3 For the purposes of this section “ regulated market ” means a market which appears on the list drawn up by an EEA State pursuant to Article 47 of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments . Treasury shares: proceeds of sale 162F 1 Where shares held as treasury shares are sold, the proceeds of sale shall be dealt with in accordance with this section. 2 Where the proceeds of sale are equal to or less than the purchase price paid by the company for the shares, the proceeds shall be treated for the purposes of Part 23 of the Companies Act 2006 as a realised profit of the company. 3 Where the proceeds of sale exceed the purchase price paid by the company for the shares— a that part of the proceeds of sale that is equal to the purchase price paid shall be treated for the purposes of Part 8 as a realised profit of the company, and b a sum equal to the excess shall be transferred to the company’s share premium account. 4 The purchase price paid by the company for the shares shall be determined by the application of a weighted average price method. 5 Where the shares were allotted to the company as fully paid bonus shares, the purchase price paid for them shall, for the purposes of subsection (4), be treated as being nil. Treasury shares: penalty for contravention 162G If a company contravenes any provision of sections 162A to 162F every officer of it who is in default is liable to a fine. Definitions of “off-market” and “market” purchase. 163 1 A purchase by a company of its own shares is “ off-market ” if the shares either— a are purchased otherwise than on a recognised investment exchange , or b are purchased on a recognised investment exchange but are not subject to a marketing arrangement on that investment exchange . 2 For this purpose, a company’s shares are subject to a marketing arrangement on a recognised stock exchange if either— a they are listed Part 6 of the Financial Services and Markets Act 2000 ; or b the company has been afforded facilities for dealings in those shares to take place on that investment exchange without prior permission for individual transactions from the authority governing that investment exchange and without limit as to the time during which those facilities are to be available. 3 A purchase by a company of its own shares is a “ market purchase ” if it is a purchase made on a recognised stock exchange, other than a purchase which is an off-market purchase by virtue of subsection (1)(b). 4 “Recognised investment exchange” means a recognised investment exchange other than an overseas investment exchange. 5 Expressions used in the definition contained in subsection (4) have the same meaning as in Part 18 of the Financial Services and Markets Act 2000. Authority for off-market purchase. 164 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 or under section 165 below. 2 The terms of the proposed contract must be authorised by a special resolution of the company before the contract is entered into; and the following subsections apply with respect to that authority and to resolutions conferring it. 3 Subject to the next subsection, the authority may be varied, revoked or from time to time renewed by special resolution of the company. 4 In the case of a public company, the authority conferred by the resolution must specify a date on which the authority is to expire; and in a resolution conferring or renewing authority that date must not be later than 18 months after that on which the resolution is passed. 5 A special resolution to confer, vary, revoke or renew authority is not effective if any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares in voting on the resolution and the resolution would not have been passed if he had not done so. For this purpose— a a member who holds shares to which the resolution relates is regarded as exercising the voting rights carried by those shares not only if he votes in respect of them on a poll on the question whether the resolution shall be passed, but also if he votes on the resolution otherwise than on a poll; b notwithstanding anything in the company’s articles, any member of the company may demand a poll on that question; and c a vote and a demand for a poll by a person as proxy for a member are the same respectively as a vote and a demand by the member. 6 Such a resolution is not effective for the purposes of this section unless (if the proposed contract is in writing) a copy of the contract or (if not) a written memorandum of its terms is available for inspection by members of the company both— a at the company’s registered office for not less than 15 days ending with the date of the meeting at which the resolution is passed, and b at the meeting itself. A memorandum of contract terms so made available must include the names of any members holding shares to which the contract relates; and a copy of the contract so made available must have annexed to it a written memorandum specifying any such names which do not appear in the contract itself. 7 A company may agree to a variation of an existing contract so approved, but only if the variation is authorised by a special resolution of the company before it is agreed to; and subsections (3) to (6) above apply to the authority for a proposed variation as they apply to the authority for a proposed contract, save that a copy of the original contract or (as the case may require) a memorandum of its terms, together with any variations previously made, must also be available for inspection in accordance with subsection (6). Authority for contingent purchase contract. 165 1 A contingent purchase contract is a contract entered into by a company and relating to any of its shares— a which does not amount to a contract to purchase those shares, but b under which the company may (subject to any conditions) become entitled or obliged to purchase those shares. 2 A company may only make a purchase of its own shares in pursuance of a contingent purchase contract if the contract is approved in advance by a special resolution of the company before the contract is entered into; and subsections (3) to (7) of section 164 apply to the contract and its terms. Authority for market purchase. 166 1 A company shall not make a market purchase of its own shares unless the purchase has first been authorised by the company in general meeting. 2 That authority— a may be general for that purpose, or limited to the purchase of shares of any particular class or description, and b may be unconditional or subject to conditions. 3 The authority must— a specify the maximum number of shares authorised to be acquired, b determine both the maximum and the minimum prices which may be paid for the shares, and c specify a date on which it is to expire. 4 The authority may be varied, revoked or from time to time renewed by the company in general meeting, but this is subject to subsection (3) above; and in a resolution to confer or renew authority, the date on which the authority is to expire must not be later than 18 months after that on which the resolution is passed. 5 A company may under this section make a purchase of its own shares after the expiry of the time limit imposed to comply with subsection (3)(c), if the contract of purchase was concluded before the authority expired and the terms of the authority permitted the company to make a contract of purchase which would or might be executed wholly or partly after its expiration. 6 A resolution to confer or vary authority under this section may determine either or both the maximum and minimum prices for purchase by— a specifying a particular sum, or b providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion. 7 Chapter 3 of Part 3 of the Companies Act 2006 (resolutions affecting a company's constitution) applies to a resolution of a company conferring, varying, revoking or renewing authority under this section. Assignment or release of company’s right to purchase own shares. 167 1 The rights of a company under a contract approved under section 164 or 165, or under a contract for a purchase authorised under section 166, are not capable of being assigned. 2 An agreement by a company to release its rights under a contract approved under section 164 or 165 is void unless the terms of the release agreement are approved in advance by a special resolution of the company before the agreement is entered into; and subsections (3) to (7) of section 164 apply to approval for a proposed release agreement as to authority for a proposed variation of an existing contract. Payments apart from purchase price to be made out of distributable profits. 168 1 A payment made by a company in consideration of— a acquiring any right with respect to the purchase of its own shares in pursuance of a contract approved under section 165, or b the variation of a contract approved under section 164 or 165, or c the release of any of the company’s obligations with respect to the purchase of any of its own shares under a contract approved under section 164 or 165 or under a contract for a purchase authorised under section 166, must be made out of the company’s distributable profits. 2 If the requirements of subsection (1) are not satisfied in relation to a contract— a in a case within paragraph (a) of the subsection, no purchase by the company of its own shares in pursuance of that contract is lawful under this Chapter, b in a case within paragraph (b), no such purchase following the variation is lawful under this Chapter, and c in a case within paragraph (c), the purported release is void. Disclosure by company of purchase of own shares. 169 1 Within the period of 28 days beginning with the date on which any shares purchased by a company under this Chapter are delivered to it, the company shall deliver to the registrar of companies for registration a return in the prescribed form stating with respect to shares of each class purchased the number and nominal value of those shares and the date on which they were delivered to the company. 1A But in the case of a company which has purchased its own shares in circumstances in which section 162A applies, the requirement to deliver a return under subsection (1) shall apply only where some or all of the shares have been cancelled forthwith after the date of their delivery in accordance with section 162D(1) and in those circumstances the particulars required by that subsection to be stated with respect to the shares purchased shall apply only to such of the shares as have been so cancelled. 1B Where a company has purchased its own shares in circumstances in which section 162A applies, the company shall within the period of 28 days beginning with the date on which such shares are delivered to it (except where all of the shares have been cancelled forthwith after the date of their delivery in the circumstances referred to in subsection (1A)) deliver to the registrar of companies for registration a return in the prescribed form stating with respect to shares of each class purchased (other than any shares which have been cancelled in the circumstances referred to in subsection (1A)) the number and nominal value of each of those shares which are held as treasury shares and the date on which they were delivered to the company. 2 In the case of a public company, any return under subsection (1) or (1B) shall also state— a the aggregate amount paid by the company for the shares; and b the maximum and minimum prices paid in respect of shares of each class purchased. 3 Particulars of shares delivered to the company on different dates and under different contracts may be included in a single return under either subsection (1) or (1B) to the registrar; and in such a case the amount required to be stated under subsection (2)(a) is the aggregate amount paid by the company for all the shares to which the return relates. 4 Where a company enters into a contract approved under section 164 or 165, or a contract for a purchase authorised under section 166, the company shall keep at its registered office— a if the contract is in writing, a copy of it; and b if not, a memorandum of its terms, from the conclusion of the contract until the end of the period of 10 years beginning with the date on which the purchase of all the shares in pursuance of the contract is completed or (as the case may be) the date on which the contract otherwise determines. 5 Every copy and memorandum so required to be kept shall . . . be open to inspection without charge— a by any member of the company, and b if it is a public company, by any other person. 6 If default is made in delivering to the registrar any return required by this section, every officer of the company who is in default is liable to a fine and, for continued contravention, to a daily default fine. 7 If default is made in complying with subsection (4), or if an inspection required under subsection (5) is refused, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine. 8 In the case of a refusal of an inspection required under subsection (5) of a copy or memorandum, the court may by order compel an immediate inspection of it. 9 The obligation of a company under subsection (4) to keep a copy of any contract or (as the case may be) a memorandum of its terms applies to any variation of the contract so long as it applies to the contract. Disclosure by company of cancellation or disposal of treasury shares 169A 1 Subsection (2) applies in relation to any shares held by a company as treasury shares if— a the company is or was required to make a return under section 169(1B) in relation to the shares, and b the shares have— i been cancelled in accordance with section 162D(1), or ii been sold or transferred for the purposes of or pursuant to an employees' share scheme under section 162D(1). 2 Within the period of 28 days beginning with the date on which such shares are cancelled or disposed of, the company shall deliver to the registrar of companies for registration a return in the prescribed form stating with respect to shares of each class cancelled or disposed of— a the number and nominal value of those shares, and b the date on which they were cancelled or disposed of. 3 Particulars of shares cancelled or disposed of on different dates may be included in a single return to the registrar. 4 If default is made in delivering to the registrar any return required by this section, every officer of the company who is in default is liable to a fine and, for continued contravention, to a daily default fine. The capital redemption reserve. 170 1 Where under this Chapter shares of a company are redeemed or purchased wholly out of the company’s profits, the amount by which the company’s issued share capital is diminished in accordance with section 160(4) on cancellation of the shares redeemed or purchased , or in accordance with section 162D(4) on cancellation of shares held as treasury shares, shall be transferred to a reserve, called “the capital redemption reserve”. 2 Of the shares are redeemed or purchased wholly or partly out of the proceeds of a fresh issue and the aggregate amount of those proceeds is less than the aggregate nominal value of the shares redeemed or purchased, the amount of the difference shall be transferred to the capital redemption reserve. 3 But subsection (2) does not apply if the proceeds of the fresh issue are applied by the company in making a redemption or purchase of its own shares in addition to a payment out of capital under section 171. 4 The provisions of this Act relating to the reduction of a company’s share capital apply as if the capital redemption reserve were paid-up share capital of the company, except that the reserve may be applied by the company in paying up its unissued shares to be allotted to members of the company as fully paid bonus shares. Redemption or purchase of own shares out of capital (private companies only) Power of private companies to redeem or purchase own shares out of capital. 171 1 Subject to the following provisions of this Chapter, a private company limited by shares or limited by guarantee and having a share capital may, if so authorised by its articles, make a payment in respect of the redemption or purchase under section 160 or (as the case may be) section 162, of its own shares otherwise than out of its distributable profits or the proceeds of a fresh issue of shares. 2 References below in this Chapter to payment out of capital are (subject to subsection (6)) to any payment so made, whether or not it would be regarded apart from this section as a payment out of capital. 3 The payment which may (if authorised in accordance with the following provisions of this Chapter) be made by a company out of capital in respect of the redemption or purchase of its own shares is such an amount as, taken together with— a any available profits of the company, and b the proceeds of any fresh issue of shares made for the purposes of the redemption or purchase, is equal to the price of redemption or purchase; and the payment permissible under this subsection is referred to below in this Chapter as the permissible capital payment for the shares. 4 Subject to subsection (6), if the permissible capital payment for shares redeemed or purchased is less than their nominal amount, the amount of the difference shall be transferred to the company’s capital redemption reserve. 5 Subject to subsection (6), if the permissible capital payment is greater than the nominal amount of the shares redeemed or purchased— a the amount of any capital redemption reserve, share premium account or fully paid share capital of the company, and b any amount representing unrealised profits of the company for the time being standing to the credit of any revaluation reserve maintained by the company in accordance with regulations made under section 396 of the Companies Act 2006 , may be reduced by a sum not exceeding (or by sums not in the aggregate exceeding) the amount by which the permissible capital payment exceeds the nominal amount of the shares. 6 Where the proceeds of a fresh issue are applied by a company in making any redemption or purchase of its own shares in addition to a payment out of capital under this section, the references in subsections (4) and (5) to the permissible capital payment are to be read as referring to the aggregate of that payment and those proceeds. Availability of profits for purposes of s. 171. 172 1 The reference in section 171(3)(a) to available profits of the company is to the company’s profits which are available for distribution (within the meaning of Part 23 of the Companies Act 2006 ); but the question whether a company has any profits so available and the amount of any such profits are to be determined for purposes of that section in accordance with the following subsections, instead of Chapter 2 of that Part . 2 Subject to the next subsection, that question is to be determined by reference to the following items as stated in the relevant accounts for determining the permissible capital payments for shares — a profits, losses, assets and liabilities, b the following provisions– i in the case of Companies Act individual accounts, provisions of any of the kinds mentioned in paragraphs 88 and 89 of Schedule 4 (depreciation, diminution in value of assets, retentions to meet liabilities, etc. , and ii in the case of IAS individual accounts, provisions of any kind ), and c share capital and reserves (including undistributable reserves), . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 The relevant accounts for this purpose are such accounts, prepared as at any date within the period for determining the amount of the permissible capital payment, as are necessary to enable a reasonable judgment to be made as to the amounts of any of the items mentioned in subsection (2)(a) to (c) above. 4 For purposes of determining the amount of the permissible capital payment for shares, the amount of the company’s available profits (if any) determined in accordance with subsections (2) and (3) is treated as reduced by the amount of any distributions lawfully made by the company after the date of the relevant accounts and before the end of the period for determining the amount of that payment. 5 The reference in subsection (4) to distributions lawfully made by the company includes— a financial assistance lawfully given out of distributable profits in a case falling within section 154 . . . , b any payment lawfully made by the company in respect of the purchase by it of any shares in the company (except a payment lawfully made otherwise than out of distributable profits), and c a payment of any description specified in section 168(1) lawfully made by the company. 6 References in this section to the period for determining the amount of the permissible capital payment for shares are to the period of 3 months ending with the date on which the statutory declaration of the directors purporting to specify the amount of that payment is made in accordance with subsection (3) of the section next following. Conditions for payment out of capital. 173 1 Subject to any order of the court under section 177, a payment out of capital by a private company for the redemption or purchase of its own shares is now lawful unless the requirements of this and the next two sections are satisfied. 2 The payment out of capital must be approved by a special resolution of the company. 3 The company’s directors must make a statutory declaration specifying the amount of the permissible capital payment for the shares in question and stating that, having made full inquiry into the affairs and prospects of the company, they have formed the opinion— a as regards its initial situation immediately following the date on which the payment out of capital is proposed to be made, that there will be no grounds on which the company could then be found unable to pay its debts, and b as regards its prospects for the year immediately following that date, that, having regard to their intentions with respect to the management of the company’s business during that year and to the amount and character of the financial resources which will in their view be available to the company during that year, the company will be able to continue to carry on business as a going concern (and will accordingly be able to pay its debts as they fall due) throughout that year. 4 In forming their opinion for purposes of subsection (3)(a), the directors shall take into account the same liabilities (including prospective and contingent liabilities) as would be relevant under section 122 of the Insolvency Act (winding up by the court) to the question whether a company is unable to pay its debts. 5 The directors’ statutory declaration must be in the prescribed form and contain such information with respect to the nature of the company’s business as may be prescribed, and must in addition have annexed to it a report addressed to the directors by the company’s auditors stating that— a they have inquired into the company’s state of affairs; and b the amount specified in the declaration as the permissible capital payment for the shares in question is in their view properly determined in accordance with sections 171 and 172; and c they are not aware of anything to indicate that the opinion expressed by the directors in the declaration as to any of the matters mentioned in subsection (3) is unreasonable in all the circumstances. 6 A director who makes a declaration under this section without having reasonable grounds for the opinion expressed in the declaration is liable to imprisonment or a fine, or both. Procedure for special resolution under s. 173. 174 1 The resolution required by section 173 must be passed on, or within the week immediately following, the date on which the directors make the statutory declaration required by that section; and the payment out of capital must be made no earlier than 5 nor more than 7 weeks after the date of the resolution. 2 The resolution is ineffective if any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares in voting on the resolution and the resolution would not have been passed if he had not done so. 3 For purposes of subsection (2), a member who holds such shares is to be regarded as exercising the voting rights carried by them in voting on the resolution not only if he votes in respect of them on a poll on the question whether the resolution shall be passed, but also if he votes on the resolution otherwise than on a poll; and notwithstanding anything in a company’s articles, any member of the company may demand a poll on that question. 4 The resolution is ineffective unless the statutory declaration and auditors’ report required by the section are available for inspection by members of the company at the meeting at which the resolution is passed. 5 For purposes of this section a vote and a demand for a poll by a person as proxy for a member are the same (respectively) as a vote and demand by the member. Publicity for proposed payment out of capital. 175 1 Within the week immediately following the date of the resolution for payment out of capital the company must cause to be published in the Gazette a notice— a stating that the company has approved a payment out of capital for the purpose of acquiring its own shares by redemption or purchase or both (as the case may be); b specifying the amount of the permissible capital payment for the shares in question and the date of the resolution under section 173; c stating that the statutory declaration of the directors and the auditors’ report required by that section are available for inspection at the company’s registered office; and d stating that any creditor of the company may at any time within the 5 weeks immediately following the date of the resolution for payment out of capital apply to the court under section 176 for an order prohibiting the payment. 2 Within the week immediately following the date of the resolution the company must also either cause a notice to the same effect as that required by subsection (1) to be published in an appropriate national newspaper or give notice in writing to that effect to each of its creditors. 3 “ An appropriate national newspaper ” means a newspaper circulating throughout England and Wales (in the case of a company registered in England and Wales), and a newspaper circulating throughout Scotland (in the case of a company registered in Scotland). 4 References below in this section to the first notice date are to the day on which the company first publishes the notice required by subsection (1) or first publishes or gives the notice required by subsection (2) (whichever is the earlier). 5 Not later than the first notice date the company must deliver to the registrar of companies a copy of the statutory declaration of the directors and of the auditors’ report required by section 173. 6 The statutory declaration and auditors’ report— a shall be kept at the company’s registered office throughout the period beginning with the first notice date and ending 5 weeks after the date of the resolution for payment out of capital, and b shall . . . be open to the inspection of any member or creditor of the company without charge. 7 If an inspection required under subsection (6) is refused, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine. 8 In the case of refusal of an inspection required under subsection (6) of a declaration or report, the court may by order compel an immediate inspection of that declaration or report. Objections by company’s members or creditors. 176 1 Where a private company passes a special resolution approving for purposes of this Chapter any payment out of capital for the redemption or purchase of any of its shares— a any member of the company other than one who consented to or voted in favour of the resolution; and b any creditor of the company, may within 5 weeks of the date on which the resolution was passed apply to the court for cancellation of the resolution. 2 The application may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint in writing for the purpose. 3 If an application is made, the company shall— a forthwith give notice in the prescribed form of that fact to the registrar of companies; and b within 15 days from the making of any order of the court on the hearing of the application, or such longer period as the court may by order direct, deliver an office copy of the order to the registrar. 4 A company which fails to comply with subsection (3), and any officer of it who is in default, is liable to a fine and for continued contravention, to a daily default fine. Powers of court on application under s. 176. 177 1 On the hearing of an application under section 176 the court may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the court’s satisfaction for the purchase of the interests of dissentient members or for the protection of dissentient creditors (as the case may be); and the court may give such directions and make such orders as it thinks expedient for facilitating or carrying into effect any such arrangement. 2 Without prejudice to its powers under subsection (1), the court shall make an order on such terms and conditions as it thinks fit either confirming or cancelling the resolution; and, if the court confirms the resolution, it may in particular by order alter or extend any date or period of time specified in the resolution or in any provision in this Chapter which applies to the redemption or purchase of shares to which the resolution refers. 3 The court’s order may, if the court thinks fit, provide for the purchase by the company of the shares of any of its members and for the reduction accordingly of the company’s capital, and may make such alterations in the company’s memorandum and articles as may be required in consequence of that provision. 4 If the court’s order requires the company not to make any, or any specified, alteration in its memorandum or articles, the company has not then power without leave of the court to make any such alteration in breach of the requirement. 5 An alteration in the memorandum or articles made by virtue of an order under this section, if not made by resolution of the company, is of the same effect as if duly made by resolution; and this Act applies accordingly to the memorandum or articles as so altered. Supplementary Effect of company’s failure to redeem or purchase. 178 1 This section has effect where a company has, on or after 15th June 1982,— a issued shares on terms that they are or are liable to be redeemed, or b agreed to purchase any of its own shares. 2 The company is not liable in damages in respect of any failure on its part to redeem or purchase any of the shares. 3 Subsection (2) is without prejudice to any right of the holder of the shares other than his right to sue the company for damages in respect of its failure; but the court shall not grant an order for specific performance of the terms of redemption or purchase if the company shows that it is unable to meet the costs of redeeming or purchasing the shares in question out of distributable profits. 4 If the company is wound up and at the commencement of the winding up any of the shares have not been redeemed or purchased, the terms of redemption or purchase may be enforced against the company; and when shares are redeemed or purchased under this subsection, they are treated as cancelled. 5 However, subsection (4) does not apply if— a the terms provided for the redemption or purchase to take place at a date later than that of the commencement of the winding up, or b during the period beginning with the date on which the redemption or purchase was to have taken place and ending with the commencement of the winding up the company could not at any time have lawfully made a distribution equal in value to the price at which the shares were to have been redeemed or purchased. 6 There shall be paid in priority to any amount which the company is liable under subsection (4) to pay in respect of any shares— a all other debts and liabilities of the company (other than any due to members in their character as such), b if other shares carry rights (whether as to capital or as to income) which are preferred to the rights as to capital attaching to the first-mentioned shares, any amount due in satisfaction of those preferred rights; but, subject to that, any such amount shall be paid in priority to any amounts due to members in satisfaction of their rights (whether as to capital or income) as members. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power for Secretary of State to modify this Chapter. 179 1 The Secretary of State may by regulations made by statutory instrument modify the provisions of this Chapter with respect to any of the following matters— a the authority required for a purchase by a company of its own shares, b the authority required for the release by a company of its rights under a contract for the purchase of its own shares or a contract under which the company may (subject to any conditions) become entitled or obliged to purchase its own shares, c the information to be included in a return delivered by a company to the registrar of companies in accordance with section 169(1), d the matters to be dealt with in the statutory declaration of the directors under section 173 with a view to indicating their opinion of their company’s ability to make a proposed payment out of capital with due regard to its financial situation and prospects, and e the contents of the auditors’ report required by that section to be annexed to that declaration. 2 The Secretary of State may also by regulations so made make such provision (including modification of the provisions of this Chapter) as appears to him to be appropriate— a for wholly or partly relieving companies from the requirement of section 171(3)(a) that any available profits must be taken into account in determining the amount of the permissible capital payment for shares under that section, or b for permitting a company’s share premium account to be applied, to any extent appearing to the Secretary of State to be appropriate, in providing for the premiums payable on the redemption or purchase by the company of any of its own shares. 3 Regulations under this section— a may make such further modification of any provisions of this Chapter as appears to the Secretary of State to be reasonably necessary in consequence of any provision made under such regulations by virtue of subsection (1) or (2), b may make different provision for different cases or classes of case, and c may contain such further consequential provisions, and such incidental and supplementary provisions, as the Secretary of State thinks fit. 4 No regulations shall be made under this section unless a draft of the instrument containing them has been laid before Parliament and approved by resolution of each House. Transitional cases arising under this Chapter; and savings. 180 1 Any preference shares issued by a company before 15th June 1982 which could but for the repeal by the Companies Act 1981 of section 58 of the Companies Act 1948 (power to issue redeemable preference shares) have been redeemed under that section are subject to redemption in accordance with the provisions of this Chapter. 2 In a case to which sections 159 and 160 apply by virtue of this section, any premium payable on redemption may, notwithstanding the repeal by the 1981 Act of any provision of the 1948 Act, be paid out of the share premium account instead of out of profits, or partly out of that account and partly out of profits (but subject to the provisions of this Chapter so far as payment is out of profits). 3 Any capital redemption reserve fund established before 15th June 1982 by a company for the purposes of section 58 of the Act of 1948 is to be known as the company’s capital redemption reserve and be treated as if it had been established for the purposes of section 170 of this Act; and accordingly, a reference in any enactment or in the articles of any company, or in any other instrument, to a company’s capital redemption reserve fund is to be construed as a reference to the company’s capital redemption reserve. Definitions for Chapter VII. 181 In this Chapter— a “ distributable profits ”, in relation to the making of any payment by a company, means those profits out of which it could lawfully make a distribution (within the meaning given by section 829 of the Companies Act 2006 ) equal in value to the payment, and b “ permissible capital payment ” means the payment permitted by section 171; and references to payment out of capital are to be construed in accordance with section 171. Chapter VIII Miscellaneous Provisions about Shares and Debentures Share and debenture certificates, transfers and warrants Nature, transfer and numbering of shares. 182 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transfer and registration. 183 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certification of transfers. 184 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Duty of company as to issue of certificates. 185 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certificate to be evidence of title. 186 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Evidence of grant of probate or confirmation as executor. 187 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issue and effect of share warrant to bearer. 188 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Offences in connection with share warrants (Scotland). 189 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debentures Register of debenture holders. 190 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Right to inspect register. 191 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liability of trustees of debentures. 192 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Perpetual debentures. 193 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power to re-issue redeemed debentures. 194 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contract to subscribe for debentures. 195 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment of debts out of assets subject to floating charge (England and Wales). 196 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debentures to bearer (Scotland). 197 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part VI Disclosure of Interests in Shares Individual and group acquisitions Obligation of disclosure: the cases in which it may arise and “the relevant time”. 198 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interests to be disclosed. 199 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “Percentage level” in relation to notifiable interests. 200 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201 Particulars to be contained in notification. 202 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notification of family and corporate interests. 203 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Agreement to acquire interests in a particular company. 204 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Obligation of disclosure arising under s. 204. 205 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Obligation of persons acting together to keep each other informed. 206 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interests in shares by attribution. 207 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interests in shares which are to be notified. 208 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interests to be disregarded. 209 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other provisions about notification under this Part. 210 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power to make further provision by regulations. 210A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Registration and investigation of share acquisitions and disposals Register of interests in shares. 211 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company investigations. 212 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Registration of interests disclosed under s. 212. 213 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company investigation on requisition by members. 214 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company report to members. 215 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Penalty for failure to provide information. 216 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Removal of entries from register. 217 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Otherwise, entries not to be removed. 218 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inspection of register and reports. 219 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplementary Definitions for Part VI. 220 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part VII Accounts and Audit Chapter I Provisions Applying to Companies Generally Accounting records Duty to keep accounting records. 221 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Where and for how long records to be kept. 222 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A company’s financial year and accounting reference periods A company’s financial year. 223 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounting reference periods and accounting reference date. 224 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alteration of accounting reference date. 225 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual accounts Duty to prepare individual accounts. 226 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Companies Act individual accounts 226A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IAS individual accounts 226B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Duty to prepare group accounts. 227 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Companies Act group accounts 227A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IAS group accounts 227B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consistency of accounts 227C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exemption for parent companies included in accounts of larger group. 228 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exemption for parent companies included in non-EEA group accounts 228A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Subsidiary undertakings included in the consolidation. 229 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treatment of individual profit and loss account where group accounts prepared. 230 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disclosure required in notes to accounts:related undertakings. 231 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disclosure required in notes to annual accounts: particulars of staff 231A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disclosure required in notes to accounts: emoluments and other benefits of directors and others. 232 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Approval and signing of accounts Approval and signing of accounts 233 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Directors' report Duty to prepare directors' report. 234 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Directors' report: general requirements 234ZZA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Directors' report: business review 234ZZB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Statement as to disclosure of information to auditors 234ZA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Approval and signing of directors’ report. 234A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Duty to prepare operating and financial review 234AA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Approval and signing of operating and financial review 234AB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quoted companies: directors’ remuneration report Duty to prepare directors’ remuneration report 234B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Approval and signing of directors’ remuneration report 234C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Auditors’ report Auditors’ report. 235 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature of auditors’ report. 236 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Duties of auditors. 237 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Publication of accounts and reports Persons entitled to receive copies of accounts and reports. 238 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Time allowed for sending out copies of accounts and reports 238A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rights to demand copies of accounts and reports. 239 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Requirements in connection with publication of accounts. 240 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Laying and delivering of accounts and reports Accounts and reports to be laid before company in general meeting. 241 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Members’ approval of directors’ remuneration report 241A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts and reports to be delivered to the registrar. 242 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Civil penalty for failure to deliver accounts. 242A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delivery and publication of accounts in ECUs 242B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts of subsidiary undertakings to be appended in certain cases. 243 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Period allowed for laying and delivering accounts and reports. 244 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revision of defective accounts and reports Voluntary revision of annual accounts or directors’ report. 245 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Secretary of State’s notice in respect of annual accounts. 245A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application to court in respect of defective accounts. 245B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other persons authorised to apply to court. 245C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disclosure of information held by Inland Revenue to persons authorised to apply to court 245D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restrictions on use and further disclosure of information disclosed under section 245D 245E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power of authorised persons to require documents, information and explanations 245F . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restrictions on further disclosure of information obtained under section 245F 245G . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chapter II Exemptions, Exceptions and Special Provisions Small and medium-sized companies and groups Special provisions for small companies 246 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Special provisions for medium-sized companies 246A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Qualification of company as small or medium-sized. 247 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cases in which special provisions do not apply 247A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Special auditors’ report 247B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exemption for small and medium-sized groups. 248 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Group accounts prepared by small company 248A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Qualification of group as small or medium-sized. 249 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exemptions from audit for certain categories of small company Exemptions from audit 249A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dormant companies 249AA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cases where exemptions not available 249B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The report required for the purposes of section 249A(2). 249C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The reporting accountant 249D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of exemptions 249E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dormant companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Listed public companies Summary financial statement 251 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Private companies Election to dispense with laying of accounts and reports before general meeting. 252 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Right of shareholder to require laying of accounts. 253 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unlimited companies Exemption from requirement to deliver accounts and reports. 254 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Banking and insurance companies and groups Special provisions for banking and insurance companies. 255 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Special provisions for banking and insurance groups. 255A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Modification of disclosure requirements in relation to banking company or group. 255B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power to apply provisions to banking partnerships. 255D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Welsh private companies Delivery of accounting documents in Welsh only. 255E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chapter III Supplementary Provisions Accounting standards Accounting standards. 256 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reporting standards 256A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power to alter accounting requirements Power of Secretary of State to alter accounting requirements. 257 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Parent and subsidiary undertakings Parent and subsidiary undertakings. 258 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other interpretation provisions Meaning of “undertaking” and related expressions. 259 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Participating interests. 260 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to the accounts. 261 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minor definitions. 262 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Index of defined expressions. 262A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part VIII Distribution of Profits and Assets Limits of company’s power of distribution Certain distributions prohibited. 263 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restriction on distribution of assets. 264 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other distributions by investment companies. 265 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Meaning of “investment company”. 266 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extension of ss. 265, 266 to other companies. 267 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Realised profits of insurance company with long term business. 268 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treatment of development costs. 269 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Relevant accounts Distribution to be justified by reference to company’s accounts. 270 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Requirements for last annual accounts. 271 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Requirements for interim accounts. 272 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Requirements for initial accounts. 273 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Method of applying s. 270 to successive distributions. 274 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treatment of assets in the relevant accounts. 275 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distributions in kind. 276 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplementary Consequences of unlawful distribution. 277 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Saving for provision in articles operative before Act of 1980. 278 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distributions by banking or insurance companies. 279 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Definitions for Part VIII. 280 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Saving for other restraints on distribution. 281 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part IX A Company’s Management; Directors and Secretaries; their Qualifications, Duties and Responsibilities Officers and registered office Directors. 282 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Secretary. 283 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acts done by person in dual capacity. 284 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Validity of acts of directors. 285 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Qualifications of company secretaries. 286 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Registered office. 287 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Register of directors and secretaries. 288 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 288A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Particulars of directors to be registered under s. 288. 289 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Particulars of secretaries to be registered under s. 288. 290 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions governing appointment of directors Share qualification of directors. 291 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Appointment of directors to be voted on individually. 292 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Age limit for directors. 293 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Duty of director to disclose his age. 294 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 295–299 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 301 Removal of directors Resolution to remove director. 303 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director’s right to protest removal. 304 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other provisions about directors and officers Directors’ names on company correspondence, etc. 305 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Limited company may have directors with unlimited liability. 306 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Special resolution making liability of directors unlimited. 307 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Assignment of office by directors. 308 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Directors to have regard to interests of employees. 309 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions protecting directors from liability 309A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Qualifying third party indemnity provisions 309B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disclosure of qualifying third party indemnity provisions 309C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions protecting auditors from liability. 310 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part X Enforcement of Fair Dealing by Directors Restrictions on directors taking financial advantage Prohibition on tax-free payments to directors. 311 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment to director for loss of office etc. 312 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company approval for property transfer. 313 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director’s duty of disclosure on takeover, etc. 314 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consequences of non-compliance with s. 314. 315 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions supplementing ss. 312 to 315. 316 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Directors to disclose interest in contracts. 317 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Directors’ service contracts to be open to inspection. 318 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director’s contract of employment for more than 5 years. 319 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Substantial property transactions involving directors, etc. 320 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exceptions from s. 320. 321 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities arising from contravention of s. 320. 322 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Invalidity of certain transactions involving directors, etc. 322A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contracts with sole members who are directors 322B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share dealings by directors and their families Prohibition on directors dealing in share options. 323 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Duty of director to disclose shareholdings in own company. 324 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Register of directors’ interests notified under s. 324. 325 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sanctions for non-compliance. 326 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extension of s. 323 to spouses , civil partners and children. 327 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extension of s. 324 to spouses , civil partners and children. 328 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Duty to notify stock exchange of matters notified under preceding sections. 329 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restrictions on a company’s power to make loans, etc., to directors and persons connected with them General restriction on loans etc. to directors and persons connected with them. 330 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Definitions for ss. 330 ff. 331 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term quasi-loans. 332 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inter-company loans in same group. 333 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans of small amounts. 334 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minor and business transactions. 335 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transactions at behest of holding company. 336 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Funding of director’s expenditure on duty to company. 337 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Funding of director’s expenditure on defending proceedings 337A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan or quasi-loan by money-lending company. 338 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “Relevant amounts” for purposes of ss. 334 ff. 339 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “Value” of transactions and arrangements. 340 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Civil remedies for breach of s. 330. 341 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Criminal penalties for breach of s. 330. 342 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Record of transactions not disclosed in company accounts. 343 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exceptions from s. 343. 344 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplementary Power to increase financial limits. 345 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “Connected persons”, etc. 346 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transactions under foreign law. 347 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part XA Control of political donations Introductory provisions. 347A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exemptions. 347B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prohibition on donations and political expenditure by companies. 347C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Special rules for subsidiaries. 347D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Special rule for parent company of non-GB subsidiary undertaking. 347E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Remedies for breach of prohibitions on company donations etc. 347F . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Remedy for unauthorised donation or expenditure by non-GB subsidiary. 347G . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exemption of directors from liability in respect of unauthorised donation or expenditure. 347H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Enforcement of directors’ liabilities by shareholder action. 347I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Costs of shareholder action. 347J . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Information for purposes of shareholder action. 347K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part XI Company administration and procedure Chapter I Company Identification Company name to appear outside place of business. 348 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company’s name to appear in its correspondence, etc. 349 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company seal. 350 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Particulars in correspondence, etc. 351 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chapter II Register of Members Obligation to keep and enter up register. 352 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Statement that company has only one member 352A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Location of register. 353 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Index of members. 354 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Entries in register in relation to share warrants. 355 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inspection of register and index. 356 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-compliance with ss. 353, 354, 356; agent’s default. 357 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power to close register. 358 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power of court to rectify register. 359 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trusts not to be entered on register in England and Wales. 360 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Register to be evidence. 361 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Overseas branch registers. 362 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chapter III Annual Return Duty to deliver annual returns. 363 1 Every company shall deliver to the registrar successive annual returns each of which is made up to a date not later than the date which is from time to time the company’s “ return date ”, that is— a the anniversary of the company’s incorporation, or b if the company’s last return delivered in accordance with this Chapter was made up to a different date, the anniversary of that date. 2 Each return shall— a be in the prescribed form, b contain the information required by or under the following provisions of this Chapter, and c be signed by a director or the secretary of the company; and it shall be delivered to the registrar within 28 days after the date to which it is made up. 3 If a company fails to deliver an annual return in accordance with this Chapter before the end of the period of 28 days after a return date, the company is guilty of an offence and liable to a fine and, in the case of continued contravention, to a daily default fine. The contravention continues until such time as an annual return made up to that return date and complying with the requirements of subsection (2) (except as to date of delivery) is delivered by the company to the registrar. 4 Where a company is guilty of an offence under subsection (3), every director or secretary of the company is similarly liable unless he shows that he took all reasonable steps to avoid the commission or continuation of the offence. 5 The references in this section to a return being delivered “in accordance with this Chapter” are— a in relation to a return made on or after 1st October 1990 , to a return with respect to which all the requirements of subsection (2) are complied with; b in relation to a return made before 1st October 1990 , to a return with respect to which the formal and substantive requirements of this Chapter as it then had effect were complied with, whether or not the return was delivered in time. Contents of annual return: general. 364 1 Every annual return shall state the date to which it is made up and shall contain the following information— a the address of the company’s registered office; b the type of company it is and its principal business activities; c the name and address of the company secretary (if any) ; d the name and address of every director of the company; e in the case of each individual director— i his nationality, date of birth and business occupation, . . . ii . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . f . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . g if the register of members is not kept at the company’s registered office, the address of the place where it is kept; h if any register of debenture holders (or a duplicate of any such register or a part of it) is not kept at the company’s registered office, the address of the place where it is kept; i . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . j whether the company was a traded company at any time during the return period. 2 The information as to the company’s type shall be given by reference to the classification scheme prescribed for the purposes of this section. 3 The information as to the company’s principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities. 4 A person’s “name” and “address” mean, respectively— a in the case of an individual, his Christian name (or other forename) and surname and his usual residential address; b in the case of a corporation or Scottish firm, its corporate or firm name and its registered or principal office. 5 In the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them. 6 Where all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated instead of the names and addresses of the partners. Contents of annual return: particulars of share capital . . . . 364A 1 The annual return of a company having a share capital shall contain the following information with respect to its share capital . . . . 2 The return shall state the total number of issued shares of the company at the date to which the return is made up and the aggregate nominal value of those shares. 3 The return shall state with respect to each class of shares in the company— a the nature of the class, and b the total number and aggregate nominal value of issued shares of that class at the date to which the return is made up. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Those particulars shall be included in the company’s next annual return after they are received. 8 Where the company has converted any of its shares into stock, the return shall give the corresponding information in relation to that stock, stating the amount of stock instead of the number or nominal value of shares. Contents of annual return: information about shareholders: non-traded companies 364B 1 The annual return of a company that was a non-traded company throughout the return period must also contain the following information. 2 The return must contain a list of the names of every person who was a member of the company at any time during the return period. If the names are not arranged in alphabetical order the return must have annexed to it an index sufficient to enable the name of any person in the list to be easily found. 3 The return must also state— a the number of shares of each class held at the end of the date to which the return is made up by each person who was a member of the company at that time, b the number of shares of each class transferred during the return period by or to each person who was a member of the company at any time during that period, and c the dates of registration of those transfers. 4 If either of the two immediately preceding returns has given the full particulars required by subsections (2) and (3), the return need only give such particulars as relate— a to persons who became, or ceased to be, members during the return period, and b to shares transferred during that period. 5 Subsections (2) and (3) do not require the inclusion of particulars entered in an overseas branch register if copies of those entries have not been received at the company's registered office by the date to which the return is made up. Those particulars must be included in the company's next annual return after they are received. Contents of annual return: information about shareholders: traded companies 364C 1 The annual return of a company that was a traded company at any time during the return period must also contain the following information. 2 The return must contain a list of the names and addresses of every person who held at least 5% of the issued shares of any class of the company at any time during the return period. If the names are not arranged in alphabetical order the return must have annexed to it an index sufficient to enable the name of any person in the list to be easily found. 3 The return must also state— a the number of shares of each class held at the end of the date to which the return is made up by each person who held at least 5% of the issued shares of any class of the company at that time, b the number of shares of each class transferred during the return period by or to each person who held at least 5% of the issued shares of any class of the company at any time during the return period, and c the dates of registration of those transfers. 4 If either of the two immediately preceding returns has given the full particulars required by subsections (2) and (3), the return need only give such particulars as relate— a to persons who came to hold, or ceased to hold, at least 5% of the issued shares of any class of the company during the return period, and b to shares transferred during that period. 5 Subsections (2) and (3) do not require the inclusion of particulars entered in an overseas branch register if copies of those entries have not been received at the company's registered office by the date to which the return is made up. Those particulars must be included in the company's next annual return after they are received. Contents of annual return: information about shareholders: supplementary 364D 1 In sections 364, 364B and 364C— “ non-traded company ” means a company none of whose shares are shares admitted to trading on a regulated market (so that “ traded company ” means a company any of whose shares are shares admitted to trading on a regulated market); “ regulated market ” means a market which appears on the list drawn up by an EEA State pursuant to Article 47 of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments ; and “ return period ”, in relation to an annual return, means the period beginning immediately after the date to which the last return was made up (or, in the case of the first return, with the incorporation of the company) and ending with the date to which the return is made up. 2 Where a company has converted any of its shares into stock, the return must give information in relation to that stock corresponding to that required by section 364B or 364C (as the case may be) in relation to shares of the company, stating the amount of stock instead of the number of shares. Supplementary provisions: regulations and interpretation. 365 1 The Secretary of State may by regulations make further provision as to the information to be given in a company’s annual return, which may amend or repeal the provisions of sections 364 and 364A. 2 Regulations under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliamant. 3 For the purposes of this Chapter, except section 363(2)(c) (signature of annual return), a shadow director shall be deemed to be a director. Chapter IV Meetings and Resolutions Meetings Annual general meeting. 366 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Election by private company to dispense with annual general meetings. 366A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Secretary of State’s power to call meeting in default. 367 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extraordinary general meeting on members’ requisition. 368 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Length of notice for calling meetings. 369 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General provisions as to meetings and votes. 370 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quorum at meetings of the sole member 370A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power of court to order meeting. 371 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proxies. 372 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Right to demand a poll. 373 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Voting on a poll. 374 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Representation of corporations at meetings. 375 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Resolutions Circulation of members’ resolutions. 376 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . In certain cases, compliance with s. 376 not required. 377 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extraordinary and special resolutions. 378 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Resolution requiring special notice. 379 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Elective resolution of private company. 379A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Registration, etc. of resolutions and agreements. 380 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Resolution passed at adjourned meeting. 381 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Written resolutions of private companies Written resolutions of private companies. 381A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Duty to notify auditors of proposed written resolution 381B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Written resolutions: supplementary provisions. 381C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Records of proceedings Minutes of meetings. 382 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recording of written resolutions. 382A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recording of decisions by the sole member 382B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inspection of minute books. 383 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Appointment of auditors Duty to appoint auditors. 384 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Appointment at general meeting at which accounts laid. 385 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Appointment by private company which is not obliged to lay accounts. 385A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Election by private company to dispense with annual appointment. 386 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Appointment by Secretary of State in default of appointment by company. 387 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Filling of casual vacancies. 388 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certain companies exempt from obligation to appoint auditors 388A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 389 Rights of auditors Rights to information. 389A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Offences relating to the provision of information to auditors 389B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Right to attend company meetings, &c. 390 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Remuneration of auditors Remuneration of auditors. 390A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disclosure of services provided by auditors or associates and related remuneration 390B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Removal, resignation, &c. of auditors Removal of auditors. 391 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rights of auditors who are removed or not re-appointed. 391A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Resignation of auditors. 392 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rights of resigning auditors. 392A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Termination of appointment of auditors not appointed annually. 393 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Statement by person ceasing to hold office as auditor. 394 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Offences of failing to comply with s. 394. 394A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part XII Registration of Charges Chapter I Registration of Charges (England and Wales) Certain charges void if not registered. 395 1 Subject to the provisions of this Chapter, a charge created by a company registered in England and Wales and being a charge to which this section applies is, so far as any security on the company’s property or undertaking is conferred by the charge, void against the liquidator or administrator and any creditor of the company, unless the prescribed particulars of the charge together with the instrument (if any) by which the charge is created or evidenced, are delivered to or received by the registrar of companies for registration in the manner required by this Chapter within 21 days after the date of the charge’s creation. 2 Subsection (1) is without prejudice to any contract or obligation for repayment of the money secured by the charge; and when a charge becomes void under this section, the money secured by it immediately becomes payable. Charges which have to be registered. 396 1 Section 395 applies to the following charges— a a charge for the purpose of securing any issue of debentures, b a charge on uncalled share capital of the company, c a charge created or evidenced by an instrument which, if executed by an individual, would require registration as a bill of sale, d a charge on land (wherever situated) or any interest in it, but not including a charge for any rent or other periodical sum issuing out of the land, e a charge on book debts of the company, f a floating charge on the company’s undertaking or property, g a charge on calls made but not paid, h a charge on a ship or aircraft, or any share in a ship, j a charge on goodwill, or on any intellectual property . 2 Where a negotiable instrument has been given to secure the payment of any book debts of a company, the deposit of the instrument for the purpose of securing an advance to the company is not, for purposes of section 395, to be treated as a charge on those book debts. 3 The holding of debentures entitling the holder to a charge on land is not for purposes of this section deemed to be an interest in land. 3A The following are 'intellectual property’ for the purposes of this section— a any patent, trade mark, . . . registered design, copyright or design right; b any licence under or in respect of any such right. 4 In this Chapter, “ charge ” includes mortgage. Formalities of registration (debentures). 397 1 Where a series of debentures containing, or giving by reference to another instrument, any charge to the benefit of which the debenture holders of that series are entitled pari passu is created by a company, it is for purposes of section 395 sufficient if there are delivered to or received by the registrar, within 21 days after the execution of the deed containing the charge (or, if there is no such deed, after the execution of any debentures of the series), the following particulars in the prescribed form— a the total amount secured by the whole series, and b the dates of the resolutions authorising the issue of the series and the date of the covering deed (if any) by which the security is created or defined, and c a general description of the property charged, and d the names of the trustees (if any) for the debenture holders, together with the deed containing the charge or, if there is no such deed, one of the debentures of the series: Provided that there shall be sent to the registrar of companies, for entry in the register, particulars in the prescribed form of the date and amount of each issue of debentures of the series, but any omission to do this does not affect the validity of any of those debentures. 2 Where any commission, allowance or discount has been paid or made either directly or indirectly by a company to a person in consideration of his— a subscribing or agreeing to subscribe, whether absolutely or conditionally, for debentures of the company, or b procuring or agreeing to procure subscriptions, whether absolute or conditional, for such debentures, the particulars required to be sent for registration under section 395 shall include particulars as to the amount or rate per cent. of the commission, discount or allowance so paid or made, but omission to do this does not affect the validity of the debentures issued. 3 The deposit of debentures as security for a debt of the company is not, for the purposes of subsection (2), treated as the issue of the debentures at a discount. Verification of charge on property outside United Kingdom. 398 1 In the case of a charge created out of the United Kingdom comprising property situated outside the United Kingdom, the delivery to and the receipt by the registrar of companies of a copy (verified in the prescribed manner) of the instrument by which the charge is created or evidenced has the same effect for purposes of sections 395 to 398 as the delivery and receipt of the instrument itself. 2 In that case, 21 days after the date on which the instrument or copy could, in due course of post (and if despatched with due diligence), have been received in the United Kingdom are substituted for the 21 days mentioned in section 395(1) (or as the case may be, section 397(1)) as the time within which the particulars and instrument or copy are to be delivered to the registrar. 3 Where a charge is created in the United Kingdom but comprises property outside the United Kingdom, the instrument creating or purporting to create the charge may be sent for registration under section 395 notwithstanding that further proceedings may be necessary to make the charge valid or effectual according to the law of the country in which the property is situated. 4 Where a charge comprises property situated in Scotland or Northern Ireland and registration in the country where the property is situated is necessary to make the charge valid or effectual according to the law of that country, the delivery to and the receipt by the registrar of a copy (verified in the prescribed manner) of the instrument by which the charge is created or evidenced, together with a certificate in the prescribed form stating that the charge was presented for registration in Scotland or Northern Ireland (as the case may be) on the date on which it was so presented has, for purposes of sections 395 to 398, the same effect as the delivery and receipt of the instrument itself. Company’s duty to register charges it creates. 399 1 It is a company’s duty to send to the registrar of companies for registration the particulars of every charge created by the company and of the issues of debentures of a series requiring registration under sections 395 to 398; but registration of any such charge may be effected on the application of any person interested in it. 2 Where registration is effected on the application of some person other than the company, that person is entitled to recover from the company the amount of any fees properly paid by him to the registrar on the registration. 3 If a company fails to comply with subsection (1), then, unless the registration has been effected on the application of some other person, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine. Charges existing on property acquired. 400 1 This section applies where a company is registered in England and Wales acquires property which is subject to a charge of any such kind as would, if it had been created by the company after the acquisition of the property, have been required to be registered under this Chapter. 2 The company shall cause the prescribed particulars of the charge, together with a copy (certified in the prescribed manner to be a correct copy) of the instrument (if any) by which the charge was created or is evidenced, to be delivered to the registrar of companies for registration in manner required by this Chapter within 21 days after the date on which the acquisition is completed. 3 However, if the property is situated and the charge was created outside Great Britain, 21 days after the date on which the copy of the instrument could in due course of post, and if despatched with due diligence, have been received in the United Kingdom is substituted for the 21 days above-mentioned as the time within which the particulars and copy of the instrument are to be delivered to the registrar. 4 If default is made in complying with this section, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine. Register of charges to be kept by registrar of companies. 401 1 The registrar of companies shall keep, with respect to each company, a register in the prescribed form of all the charges requiring registration under this Chapter; and he shall enter in the register with respect to such charges the following particulars— a in the case of a charge to the benefit of which the holders of a series of debentures are entitled, the particulars specified in section 397(1), b in the case of any other charge— i if it is a charge created by the company, the date of its creation, and if it is a charge which was existing on property acquired by the company, the date of the acquisition of the property, and ii the amount secured by the charge, and iii short particulars of the property charged, and iv the persons entitled to the charge. 2 The registrar shall give a certificate of the registration of any charge registered in pursuance of this Chapter, stating the amount secured by the charge. The certificate— a shall be either signed by the registrar, or authenticated by his official seal, and b is conclusive evidence that the requirements of this Chapter as to registration have been satisfied. 3 The register kept in pursuance of this section shall be open to inspection by any person. Endorsement of certificate on debentures. 402 1 The company shall cause a copy of every certificate of registration given under section 401 to be endorsed on every debenture or certificate of debenture stock which is issued by the company, and the payment of which is secured by the charge so registered. 2 But this does not require a company to cause a certificate of registration of any charge so given to be endorsed on any debenture or certificate of debenture stock issued by the company before the charge was created. 3 If a person knowingly and wilfully authorises or permits the delivery of a debenture or certificate of debenture stock which under this section is required to have endorsed on it a copy of a certificate of registration, without the copy being so endorsed upon it, he is liable (without prejudice to any other liability) to a fine. Entries of satisfaction and release. 403 1 Subject to subsection (1A), the registrar of companies, on receipt of a statutory declaration in the prescribed form verifying, with respect to a registered charge,— a that the debt for which the charge was given has been paid or satisfied in whole or in part, or b that part of the property or undertaking charged has been released from the charge or has ceased to form part of the company’s property or undertaking, may enter on the register a memorandum of satisfaction in whole or in part, or of the fact that part of the property or undertaking has been released from the charge or has ceased to form part of the company’s property or undertaking (as the case may be). 1A The registrar of companies may make any such entry as is mentioned in subsection (1) where, instead of receiving such a statutory declaration as is mentioned in that subsection, he receives a statement by a director, secretary, administrator or administrative receiver of the company which is contained in an electronic communication and that statement— a verifies the matters set out in paragraph (a) or (b) of that subsection, b contains a description of the charge, c states the date of creation of the charge and the date of its registration under this Chapter, d states the name and address of the chargee or, in the case of a debenture, trustee, and e where paragraph (b) of subsection (1) applies, contains short particulars of the property or undertaking which has been released from the charge, or which has ceased to form part of the company’s property or undertaking (as the case may be). 2 Where the registrar enters a memorandum of satisfaction in whole, he shall if required furnish the company with a copy of it. 2A Any person who makes a false statement under subsection (1A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both. Rectification of register of charges. 404 1 The following applies if the court is satisfied that the omission to register a charge within the time required by this Chapter or that the omission or mis-statement of any particular with respect to any such charge or in a memorandum of satisfaction was accidental, or due to inadvertence or to some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders of the company, or that on other grounds it is just and equitable to grant relief. 2 The court may, on the application of the company or a person interested, and on such terms and conditions as seem to the court just and expedient, order that the time for registration shall be extended or, as the case may be, that the omission or mis-statement shall be rectified. Registration of enforcement of security. 405 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 under powers contained in an instrument, he shall within 7 days of the order or of the appointment under those powers, give notice of the fact to the registrar of companies; and the registrar shall enter the fact in the register of charges. 2 Where a person appointed receiver or manager of a company’s property under powers contained in an instrument ceases to act as such receiver or manager, he shall, on so ceasing, give the registrar notice to that effect, and the registrar shall enter the fact in the register of charges. 3 A notice under this section shall be in the prescribed form. 4 If a person makes default in complying with the requirements of this section, he is liable to a fine and, for continued contravention, to a daily default fine. Companies to keep copies of instruments creating charges. 406 1 Every company shall cause a copy of every instrument creating a charge requiring registration under this Chapter to be kept at its registered office. 2 In the case of a series of uniform debentures, a copy of one debenture of the series is sufficient. Company’s register of charges. 407 1 Every limited company shall keep at its registered office a register of charges and enter in it all charges specifically affecting property of the company and all floating charges on the company’s undertaking or any of its property. 2 The entry shall in each case give a short description of the property charged, the amount of the charge and, except in the case of securities to bearer, the names of the persons entitled to it. 3 If an officer of the company knowingly and wilfully authorises or permits the omission of an entry required to be made in pursuance of this section, he is liable to a fine. Right to inspect instruments which create charges, etc. 408 1 The copies of instruments creating any charge requiring registration under this Chapter with the registrar of companies, and the register of charges kept in pursuance of section 407, shall be open during business hours (but subject to such reasonable restrictions as the company in general meeting may impose, so that not less than 2 hours in each day be allowed for inspection) to the inspection of any creditor or member of the company without fee. 2 The register of charges shall also be open to the inspection of any other person on payment of such fee, not exceeding 5 pence, for each inspection, as the company may prescribe. 3 If inspection of the copies referred to, or of the register, is refused, every officer of the company who is in default is liable to a fine and, for continued contravention, to a daily default fine. 4 If such a refusal occurs in relation to a company registered in England and Wales, the court may by order compel an immediate inspection of the copies or register. Charges on property in England and Wales created by oversea company. 409 1 This Chapter extends to charges on property in England and Wales which are created, and to charges on property in England and Wales which is acquired, by a company (whether a company within the meaning of this Act or not) incorporated outside Great Britain which has an established place of business in England and Wales. 2 In relation to such a company, sections 406 and 407 apply with the substitution, for the reference to the company’s registered office, of a reference to its principal place of business in England and Wales. Chapter II Registration of Charges (Scotland) Charges void unless registered. 410 1 The following provisions of this Chapter have effect for the purpose of securing the registration in Scotland of charges created by companies. 2 Every charge created by a company, being a charge to which this section applies, is, so far as any security on the company’s property or any part of it is conferred by the charge, void against the liquidator or administrator and any creditor of the company unless the prescribed particulars of the charge, together with a copy (certified in the prescribed manner to be a correct copy) of the instrument (if any) by which the charge is created or evidenced, are delivered to or received by the registrar of companies for registration in the manner required by this Chapter within 21 days after the date of the creation of the charge. 3 Subsection (2) is without prejudice to any contract or obligation for repayment of the money secured by the charge; and when a charge becomes void under this section the money secured by it immediately becomes payable. 4 This section applies to the following charges— a a charge on land wherever situated, or any interest in such land (not including a charge for any rent , ground annual or other periodical sum payable in respect of the land, but including a charge created by a heritable security within the meaning of section 9(8) of the Conveyancing and Feudal Reform (Scotland) Act 1970), b a security over the uncalled share capital of the company, c a security over incorporeal moveable property of any of the following categories— i the book debts of the company, ii calls made but not paid, iii goodwill, iv a patent or a licence under a patent, v a trademark, vi a copyright or a licence under a copyright, vii a registered design or a licence in respect of such a design, viii a design right or a licence under a design right, d a security over a ship or aircraft or any share in a ship, and e a floating charge. 5 In this Chapter “company” (except in section 424) means an incorporated company registered in Scotland; “ registrar of companies ” means the registrar or other officer performing under this Act the duty of registration of companies in Scotland; and references to the date of creation of a charge are— a in the case of a floating charge, the date on which the instrument creating the floating charge was executed by the company creating the charge, and b in any other case, the date on which the right of the person entitled to the benefit of the charge was constituted as a real right. Charges on property outside United Kingdom. 411 1 In the case of a charge created out of the United Kingdom comprising property situated outside the United Kingdom, the period of 21 days after the date on which the copy of the instrument creating it could (in due course of post, and if despatched with due diligence) have been received in the United Kingdom is substituted for the period of 21 days after the date of the creation of the charge as the time within which, under section 410(2), the particulars and copy are to be delivered to the registrar. 2 Where a charge is created in the United Kingdom but comprises property outside the United Kingdom, the copy of the instrument creating or purporting to create the charge may be sent for registration under section 410 notwithstanding that further proceedings may be necessary to make the charge valid or effectual according to the law of the country in which the property is situated. Negotiable instrument to secure book debts. 412 Where a negotiable instrument has been given to secure the payment of any book debts of a company, the deposit of the instrument for the purpose of securing an advance to the company is not, for purposes of section 410, to be treated as a charge on those book debts. Charges associated with debentures. 413 1 The holding of debentures entitling the holder to a charge on land is not, for the purposes of section 410, deemed to be an interest in land. 2 Where a series of debentures containing, or giving by reference to any other instrument, any charge to the benefit of which the debenture-holders of that series are entitled pari passu, is created by a company, it is sufficient for purposes of section 410 if there are delivered to or received by the registrar of companies within 21 days after the execution of the deed containing the charge or, if there is no such deed, after the execution of any debentures of the series, the following particulars in the prescribed form— a the total amount secured by the whole series, b the dates of the resolutions authorising the issue of the series and the date of the covering deed (if any) by which the security is created or defined, c a general description of the property charged, d the names of the trustees (if any) for the debenture holders, and e in the case of a floating charge, a statement of any provisions of the charge and of any instrument relating to it which prohibit or restrict or regulate the power of the company to grant further securities ranking in priority to, or pari passu with, the floating charge, or which vary or otherwise regulate the order of ranking of the floating charge in relation to subsisting securities, together with a copy of the deed containing the charge or, if there is no such deed, of one of the debentures of the series: Provided that, where more than one issue is made of debentures in the series, there shall be sent to the registrar of companies for entry in the register particulars (in the prescribed form) of the date and amount of each issue of debentures of the series, but any omission to do this does not affect the validity of any of those debentures. 3 Where any commission, allowance or discount has been paid or made, either directly or indirectly, by a company to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any debentures of the company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any such debentures, the particulars required to be sent for registration under section 410 include particulars as to the amount or rate per cent. of the commission, discount or allowance so paid or made; but any omission to do this does not affect the validity of the debentures issued. The deposit of any debentures as security for any debt of the company is not, for purposes of this subsection, treated as the issue of the debentures at a discount. Charge by way of ex facie absolute disposition, etc. 414 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 or assignation qualified by a back letter or other agreement, or by a standard security qualified by an agreement, compliance with section 410(2) does not of itself render the charge unavailable as security for indebtedness incurred after the date of compliance. 2 Where the amount secured by a charge so created is purported to be increased by a further back letter or agreement, a further charge is held to have been created by the ex facie absolute disposition or assignation or (as the case may be) by the standard security, as qualified by the further back letter or agreement; and the provisions of this Chapter apply to the further charge as if— a references in this Chapter (other than in this section) to the charge were references to the further charge, and b references to the date of the creation of the charge were references to the date on which the further back letter or agreement was executed. Company’s duty to register charges created by it. 415 1 It is a company’s duty to send to the registrar of companies for registration the particulars of every charge created by the company and of the issues of debentures of a series requiring registration under sections 410 to 414; but registration of any such charge may be effected on the application of any person interested in it. 2 Where registration is effected on the application of some person other than the company, that person is entitled to recover from the company the amount of any fees properly paid by him to the registrar on the registration. 3 If a company makes default in sending to the registrar for registration the particulars of any charge created by the company or of the issues of debentures of a series requiring registration as above mentioned, then, unless the registration has been effected on the application of some other person, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine. Duty to register charges existing on property acquired. 416 1 Where a company acquires any property which is subject to a charge of any kind as would, if it had been created by the company after the acquisition of the property, have been required to be registered under this Chapter, the company shall cause the prescribed particulars of the charge, together with a copy (certified in the prescribed manner to be a correct copy) of the instrument (if any) by which the charge was created or is evidenced, to be delivered to the registrar of companies for registration in the manner required by this Chapter within 21 days after the date on which the transaction was settled. 2 If, however, the property is situated and the charge was created outside Great Britain, 21 days after the date on which the copy of the instrument could (in due course of post, and if despatched with due diligence) have been received in the United Kingdom are substituted for 21 days after the settlement of the transaction as the time within which the particulars and the copy of the instrument are to be delivered to the registrar. 3 If default is made in complying with this section, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine. Register of charges to be kept by registrar of companies. 417 1 The registrar of companies shall keep, with respect to each company, a register in the prescribed form of all the charges requiring registration under this Chapter, and shall enter in the register with respect to such charges the particulars specified below. 2 In the case of a charge to the benefit of which the holders of a series of debentures are entitled, there shall be entered in the register the particulars specified in section 413(2). 3 In the case of any other charge, there shall be entered— a if it is a charge created by the company, the date of its creation, and if it was a charge existing on property acquired by the company, the date of the acquisition of the property, b the amount secured by the charge, c short particulars of the property charged, d the persons entitled to the charge, and e in the case of a floating charge, a statement of any of the provisions of the charge and of any instrument relating to it which prohibit or restrict or regulate the company’s power to grant further securities ranking in priority to, or pari passu with, the floating charge, or which vary or otherwise regulate the order of ranking of the floating charge in relation to subsisting securities. 4 The register kept in pursuance of this section shall be open to inspection by any person. Certificate of registration to be issued. 418 1 The registrar of companies shall give a certificate of the registration of any charge registered in pursuance of this Chapter. 2 The certificate— a shall be either signed by the registrar, or authenticated by his official seal, b shall state the name of the company and the person first-named in the charge among those entitled to the benefit of the charge (or, in the case of a series of debentures, the name of the holder of the first such debenture to be issued) and the amount secured by the charge, and c is conclusive evidence that the requirements of this Chapter as to registration have been complied with. Entries of satisfaction and relief. 419 1 Subject to subsections (1A) and (1B), the registrar of companies, on application being made to him in the prescribed form, and on receipt of a statutory declaration in the prescribed form verifying, with respect to any registered charge,— a that the debt for which the charge was given has been paid or satisfied in whole or in part, or b that part of the property charged has been released from the charge or has ceased to form part of the company’s property, may enter on the register a memorandum of satisfaction (in whole or in part) regarding that fact. 1A On an application being made to him in the prescribed form, the registrar of companies may make any such entry as is mentioned in subsection (1) where, instead of receiving such a statutory declaration as is mentioned in that subsection, he receives a statement by a director, secretary, liquidator, receiver or administrator of the company which is contained in an electronic communication and that statement— a verifies the matters set out in paragraph (a) or (b) of that subsection, b contains a description of the charge, c states the date of creation of the charge and the date of its registration under this Chapter, d states the name and address of the chargee or, in the case of a debenture, trustee, and e where paragraph (b) of subsection (1) applies, contains short particulars of the property which has been released from the charge, or which has ceased to form part of the company’s property (as the case may be). 1B Where the statement under subsection (1A) concerns the satisfaction of a floating charge, then there shall be delivered to the registrar a further statement which— a is made by the creditor entitled to the benefit of the floating charge or a person authorised to act on his behalf; b is incorporated into, or logically associated with, the electronic communication containing the statement; and c certifies that the particulars contained in the statement are correct. 2 Where the registrar enters a memorandum of satisfaction in whole, he shall, if required, furnish the company with a copy of the memorandum. 3 Without prejudice to the registrar’s duty under this section to require to be satisfied as above mentioned, he shall not be so satisfied unless— a the creditor entitled to the benefit of the floating charge, or a person authorised to do so on his behalf, certifies as correct the particulars submitted to the registrar with respect to the entry on the register of a memorandum under this section, or b the court, on being satisfied that such certification cannot readily be obtained, directs him accordingly. 4 Nothing in this section requires the company to submit particulars with respect to the entry in the register of a memorandum of satisfaction where the company, having created a floating charge over all or any part of its property, disposes of part of the property subject to the floating charge. 5 A memorandum or certification required for the purposes of this section shall be in such form as may be prescribed. 5A Any person who makes a false statement under subsection (1A) or (1B) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both. Rectification of register. 420 The court, on being satisfied that the omission to register a charge within the time required by this Act or that the omission or mis-statement of any particular with respect to any such charge or in a memorandum of satisfaction was accidental, or due to inadvertence or to some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders of the company, or that it is on other grounds just and equitable to grant relief, may, on the application of the company or any person interested, and on such terms and conditions as seem to the court just and expedient, order that the time for registration shall be extended or (as the case may be) that the omission or mis-statement shall be rectified. Copies of instruments creating charges to be kept by company. 421 1 Every company shall cause a copy of every instrument creating a charge requiring registration under this Chapter to be kept at the company’s registered office. 2 In the case of a series of uniform debentures, a copy of one debenture of the series is sufficient. Company’s register of charges. 422 1 Every company shall keep at its registered office a register of charges and enter in it all charges specifically affecting property of the company, and all floating charges on any property of the company. 2 There shall be given in each case a short description of the property charged, the amount of the charge and, except in the case of securities to bearer, the names of the persons entitled to it. 3 If an officer of the company knowingly and wilfully authorises or permits the omission of an entry required to be made in pursuance of this section, he is liable to a fine. Right to inspect copies of instruments, and company’s register. 423 1 The copies of instruments creating charges requiring registration under this Chapter with the registrar of companies, and the register of charges kept in pursuance of section 422, shall be open during business hours (but subject to such reasonable restrictions as the company in general meeting may impose, so that not less than 2 hours in each day be allowed for inspection) to the inspection of any creditor or member of the company without fee. 2 The register of charges shall be open to the inspection of any other person on payment of such fee, not exceeding 5 pence for each inspection, as the company may prescribe. 3 If inspection of the copies or register is refused, every officer of the company who is in default is liable to a fine and, for continued contravention, to a daily default fine. 4 If such a refusal occurs in relation to a company, the court may by order compel an immediate inspection of the copies or register. Extension of Chapter II. 424 1 This Chapter extends to charges on property in Scotland which are created, and to charges on property in Scotland which is acquired, by a company incorporated outside Great Britain which has a place of business in Scotland. 2 In relation to such a company, sections 421 and 422 apply with the substitution, for the reference to the company’s registered office, of a reference to its principal place of business in Scotland. Part XIII Arrangements and Reconstructions Power of company to compromise with creditors and members. 425 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Information as to compromise to be circulated. 426 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions for facilitating company reconstruction or amalgamation. 427 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application of ss. 425–427 to mergers and divisions of public companies. 427A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part XIIIA Takeover Offers Takeover offers. 428 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Right of offeror to buy out minority shareholders. 429 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of notice under s. 429. 430 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Right of minority shareholder to be bought out by offeror. 430A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of requirement under s. 430A. 430B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Applications to the court. 430C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Joint offers. 430D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Associates. 430E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Convertible securities. 430F . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part XIV Investigation of Companies and Their Affairs; Requisition of Documents Appointment and functions of inspectors Investigation of a company on its own application or that of its members. 431 1 The Secretary of State may appoint one or more competent inspectors to investigate the affairs of a company and to report the result of their investigations to him . 2 The appointment may be made— a in the case of a company having a share capital, on the application either of not less than 200 members or of members holding not less than one-tenth of the shares issued, (excluding any shares held as treasury shares) b in the case of a company not having a share capital, on the application of not less than one-fifth in number of the persons on the company’s register of members, and c in any case, on application of the company. 3 The application shall be supported by such evidence as the Secretary of State may require for the purpose of showing that the applicant or applicants have good reason for requiring the investigation. 4 The Secretary of State may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding £5,000, or such other sum as he may by order specify, for payment of the costs of the investigation. An order under this subsection shall be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament. Other company investigations. 432 1 The Secretary of State shall appoint one or more competent inspectors to investigate the affairs of a company and report the result of their investigations to him , if the court by order declares that its affairs out to be so investigated. 2 The Secretary of State may make such an appointment if it appears to him that there are circumstances suggesting— a that the company’s affairs are being or have been conducted with intent to defraud its creditors or the creditors of any other person, or otherwise for a fraudulent or unlawful purpose, or in a manner which is unfairly prejudicial to some part of its members, or b that any actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial, or that the company was formed for any fraudulent or unlawful purpose, or c that persons concerned with the company’s formation or the management of its affairs have in connection therewith been guilty of fraud, misfeasance or other misconduct towards it or towards its members, or d that the company’s members have not been given all the information with respect to its affairs which they might reasonably expect. 2A Inspectors may be appointed under subsection (2) on terms that any report they may make is not for publication; and in such a case, the provisions of section 437(3) (availability and publication of inspectors’ reports) do not apply. 3 Subsections (1) and (2) are without prejudice to the powers of the Secretary of State under section 431; and the power conferred by subsection (2) is exercisable with respect to a body corporate notwithstanding that it is in course of being voluntarily wound up. 4 The reference in subsection (2)(a) to a company’s members includes any person who is not a member but to whom shares in the company have been transferred or transmitted by operation of law. Inspectors’ powers during investigation. 433 1 If inspectors appointed under section 431 or 432 to investigate the affairs of a company think it necessary for the purposes of their investigation to investigate also the affairs of another body corporate which is or at any relevant time has been the company’s subsidiary or holding company, or a subsidiary of its holding company or a holding company of its subsidiary, they have power to do so; and they shall report on the affairs of the other body corporate so far as they think that the results of their investigation of its affairs are relevant to the investigation of the affairs of the company first mentioned above. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Production of documents and evidence to inspectors. 434 1 When inspectors are appointed under section 431 or 432, it is the duty of all officers and agents of the company, and of all officers and agents of any other body corporate whose affairs are investigated under section 433(1)— a to produce to the inspectors all documents of or relating to the company or, as the case may be, the other body corporate which are in their custody or power, b to attend before the inspectors when required to do so, and c otherwise to give the inspectors all assistance in connection with the investigation which they are reasonably able to give. 2 If the inspectors consider that an officer or agent of the company or other body corporate, or any other person, is or may be in possession of information relating to a matter which they believe to be relevant to the investigation, they may require him— a to produce to them any documents in his custody or power relating to that matter, b to attend before them, and c otherwise to give them all assistance in connection with the investigation which he is reasonably able to give; and it is that person’s duty to comply with the requirement. 3 An inspector may for the purposes of the investigation examine any person on oath, and may administer an oath accordingly. 4 In this section a reference to officers or to agents includes past, as well as present, officers or agents (as the case may be); and “ agents ”, in relation to a company or other body corporate, includes its bankers and solicitors and persons employed by it as auditors, whether these persons are or are not officers of the company or other body corporate. 5 An answer given by a person to a question put to him in exercise of powers conferred by this section (whether as it has effect in relation to an investigation under any of sections 431 to 433, or as applied by any other section in this Part) may be used in evidence against him. 5A However, in criminal proceedings in which that person is charged with an offence to which this subsection applies— a no evidence relating to the answer may be adduced, and b no question relating to it may be asked, by or on behalf of the prosecution, unless evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that person. 5B Subsection (5A) applies to any offence other than— a an offence under section 2 or 5 of the Perjury Act 1911 (false statements made on oath otherwise than in judicial proceedings or made otherwise than on oath); or b an offence under section 44(1) or (2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (false statements made on oath or otherwise than on oath) ; or c an offence under Article 7 or 10 of the Perjury (Northern Ireland) Order 1979 (false statements made on oath otherwise than in judicial proceedings or made otherwise than on oath). 6 In this section “ document ” includes information recorded in any form. 7 The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document— a in hard copy form, or b in a form from which a hard copy can be readily obtained. 8 An inspector may take copies of or extracts from a document produced in pursuance of this section. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 435 Obstruction of inspectors treated as contempt of court. 436 1 If any person— a fails to comply with section 434(1)(a) or (c), b refuses to comply with a requirement under section 434(1)(b) or (2), or c refuses to answer any question put to him by the inspectors for the purposes of the investigation, the inspectors may certify that fact in writing to the court. 3 The court may thereupon enquire into the case; and, after hearing any witnesses who may be produced against or on behalf of the alleged offender and after hearing any statement which may be offered in defence, the court may punish the offender in like manner as if he had been guilty of contempt of the court. Inspectors’ reports. 437 1 The inspectors may, and if so directed by the Secretary of State shall, make interim reports to the Secretary of State, and on the conclusion of their investigation shall make a final report to him. . . . 1A Any persons who have been appointed under section 431 or 432 may at any time and, if the Secretary of State directs them to do so, shall inform him of any matters coming to their knowledge as a result of their investigations. 1B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 If the inspectors were appointed under section 432 in pursuance of an order of the court, the Secretary of State shall furnish a copy of any report of theirs to the court. 2A If the company is registered under the Companies Act 2006 in Northern Ireland, the Secretary of State must send a copy of any interim or final report by the inspectors to the Department of Enterprise, Trade and Investment in Northern Ireland. 3 In any case the Secretary of State may, if he thinks fit— a forward a copy of any report made by the inspectors to the company’s registered office, b furnish a copy on request and on payment of the prescribed fee to— i any member of the company or other body corporate which is the subject of the report, ii any person whose conduct is referred to in the report, iii the auditors of that company or body corporate, iv the applicants for the investigation, v any other person whose financial interests appear to the Secretary of State to be affected by the matters dealt with in the report, whether as a creditor of the company or body corporate, or otherwise, and c cause any such report to be printed and published. Power to bring civil proceedings on company’s behalf. 438 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expenses of investigating a company’s affairs. 439 1 The expenses of an investigation under any of the powers conferred by this Part shall be defrayed in the first instance by the Secretary of State, but he may recover those expenses from the persons liable in accordance with this section. There shall be treated as expenses of the investigation, in particular, such reasonable sums as the Secretary of State may determine in respect of general staff costs and overheads. 2 A person who is convicted on a prosecution instituted as a result of the investigation . . . may in the same proceedings be ordered to pay those expenses to such extent as may be specified in the order. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 A body corporate dealt with by an inspectors’ report , where the inspectors were appointed otherwise than of the Secretary of State’s own motion, is liable except where it was the applicant for the investigation, and except so far as the Secretary of State otherwise directs. 5 Where inspectors were appointed— a under section 431, or b on an application under section 442(3), the applicant or applicants for the investigation is or are liable to such extent (if any) as the Secretary of State may direct. 6 The report of inspectors appointed otherwise than of the Secretary of State’s own motion may, if they think fit, and shall if the Secretary of State so directs, include a recommendation as to the directions (if any) which they think appropriate, in the light of their investigation, to be given under subsection (4) or (5) of this section. 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Any liability to repay the Secretary of State imposed by subsection (2) above is (subject to satisfaction of his right to repayment) a liability also to indemnify all persons against liability under subsections (4) and (5) . . . . 9 A person liable under any one of those subsections is entitled to contribution from any other person liable under the same subsection, according to the amount of their respective liabilities under it. 10 Expenses to be defrayed by the Secretary of State under this section shall, so far as not recovered under it, be paid out of money provided by Parliament. Power of Secretary of State to present winding-up petition. 440 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inspectors’ report to be evidence. 441 1 A copy of any report of inspectors appointed under this Part , certified by the Secretary of State to be a true copy, is admissible in any legal proceedings as evidence of the opinion of the inspectors in relation to any matter contained in the report and, in proceedings on an application under section 8 of the Company Directors Disqualification Act 1986 or Article 11 of the Company Directors Disqualification (Northern Ireland) Order 2002 , as evidence of any fact stated therein . 2 A document purporting to be such a certificate as is mentioned above shall be received in evidence and be deemed to be such a certificate, unless the contrary is proved. Other powers of investigation available to the Secretary of State Power to investigate company ownership. 442 1 Where it appears to the Secretary of State that there is good reason to do so, he may appoint one or more competent inspectors to investigate and report on the membership of any company, and otherwise with respect to the company, for the purpose of determining the true persons who are or have been financially interested in the success or failure (real or apparent) of the company or able to control or materially to influence its policy. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 If an application for investigation under this section with respect to particular shares or debentures of a company is made to the Secretary of State by members of the company, and the number of applicants or the amount of shares held by them is not less than that required for an application for the appointment of inspectors under section 431(2)(a) or (b), then, subject to the following provisions, the Secretary of State shall appoint inspectors to conduct the investigation applied for. 3A The Secretary of State shall not appoint inspectors if he is satisfied that the application is vexatious; and where inspectors are appointed their terms of appointment shall exclude any matter in so far as the Secretary of State is satisfied that it is unreasonable for it to be investigated. 3B The Secretary of State may, before appointing inspectors, require the applicant or applicants to give security, to an amount not exceeding £5,000, or such other sum as he may by order specify, for payment of the costs of the investigation. An order under this subsection shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament. 3C If on an application under subsection (3) it appears to the Secretary of State that the powers conferred by section 444 are sufficient for the purposes of investigating the matters which inspectors would be appointed to investigate, he may instead conduct the investigation under that section. 4 Subject to the terms of their appointment, the inspectors’ powers extend to the investigation of any circumstances suggesting the existance of an arrangement or understanding which, though not legally binding, is or was observed or likely to be observed in practice and which is relevant to the purposes of the investigation. Provisions applicable on investigation under s. 442. 443 1 For purposes of an investigation under section 442, sections 433(1), 434, 436 and 437 apply with the necessary modifications of references to the affairs of the company or to those of any other body corporate, subject however to the following subsections. 2 Those sections apply to— a all persons who are or have been, or whom the inspector has reasonable cause to believe to be or have been, financially interested in the success or failure or the apparent success or failure of the company or any other body corporate whose membership is investigated with that of the company, or able to control or materially influence its policy (including persons concerned only on behalf of others), and b any other person whom the inspector has reasonable cause to believe possesses information relevant to the investigation, as they apply in relation to officers and agents of the company or the other body corporate (as the case may be). 3 If the Secretary of State is of opinion that there is good reason for not divulging any part of a report made by virtue of section 442 and this section, he may under section 437 disclose the report with the omission of that part; and he may cause to be kept by the registrar of companies a copy of the report with that part omitted or, in the case of any other such report, a copy of the whole report. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power to obtain information as to those interested in shares, etc. 444 1 If it appears to the Secretary of State that there is good reason to investigate the ownership of any shares in or debentures of a company and that it is unnecessary to appoint inspectors for the purpose, he may require any person whom he has reasonable cause to believe to have or to be able to obtain any information as to the present and past interests in those shares or debentures and the names and addresses of the persons interested and of any persons who act or have acted on their behalf in relation to the shares or debentures to give any such information to the Secretary of State. 2 For this purpose a person is deemed to have an interest in shares or debentures if he has any right to acquire or dispose of them or of any interest in them, or to vote in respect of them, or if his consent is necessary for the exercise of any of the rights of other persons interested in them, or if other persons interested in them can be required, or are accustomed, to exercise their rights in accordance with his instructions. 3 A person who fails to give information required of him under this section, or who in giving such information makes any statement which he knows to be false in a material particular, or recklessly makes any statement which is false in a material particular, commits an offence . 4 A person guilty of an offence under this section is liable— a on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); b on summary conviction— i in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fiftieth of the greater of £5,000 or the amount corresponding to level 4 on the standard scale for summary offences ; ii in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fiftieth of the statutory maximum. Power to impose restrictions on shares and debentures. 445 1 If in connection with an investigation under either section 442 or 444 it appears to the Secretary of State that there is difficulty in finding out the relevant facts about any shares (whether issued or to be issued), he may by order direct that the shares shall until further order be subject to the restrictions of Part XV of this Act. 1A If the Secretary of State is satisfied that an order under subsection (1) may unfairly affect the rights of third parties in respect of shares then the Secretary of State, for the purpose of protecting such rights and subject to such terms as he thinks fit, may direct that such acts by such persons or descriptions of persons and for such purposes as may be set out in the order, shall not constitute a breach of the restrictions of Part XV of this Act. 2 This section, and Part XV in its application to orders under it, apply in relation to debentures as in relation to shares save that subsection (1A) shall not so apply. Investigation of share dealings. 446 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Powers of Secretary of State to give directions to inspectors General powers to give directions 446A 1 In exercising his functions an inspector shall comply with any direction given to him by the Secretary of State under this section. 2 The Secretary of State may give an inspector appointed under section 431, 432(2) or 442(1) a direction— a as to the subject matter of his investigation (whether by reference to a specified area of a company's operation, a specified transaction, a period of time or otherwise), or b which requires the inspector to take or not to take a specified step in his investigation. 3 The Secretary of State may give an inspector appointed under any provision of this Part a direction requiring him to secure that a specified report under section 437— a includes the inspector's views on a specified matter, b does not include any reference to a specified matter, c is made in a specified form or manner, or d is made by a specified date. 4 A direction under this section— a may be given on an inspector's appointment, b may vary or revoke a direction previously given, and c may be given at the request of an inspector. 5 In this section— a a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 433(1) (power to investigate affairs of holding company or subsidiary); b “ specified ” means specified in a direction under this section. Direction to terminate investigation 446B 1 The Secretary of State may direct an inspector to take no further steps in his investigation. 2 The Secretary of State may give a direction under this section to an inspector appointed under section 432(1) or 442(3) only on the grounds that it appears to him that— a matters have come to light in the course of the inspector's investigation which suggest that a criminal offence has been committed, and b those matters have been referred to the appropriate prosecuting authority. 3 Where the Secretary of State gives a direction under this section, any direction already given to the inspector under section 437(1) to produce an interim report, and any direction given to him under section 446A(3) in relation to such a report, shall cease to have effect. 4 Where the Secretary of State gives a direction under this section, the inspector shall not make a final report to the Secretary of State unless— a the direction was made on the grounds mentioned in subsection (2) and the Secretary of State directs the inspector to make a final report to him, or b the inspector was appointed under section 432(1) (appointment in pursuance of order of the court). 5 An inspector shall comply with any direction given to him under this section. 6 In this section, a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 433(1) (power to investigate affairs of holding company or subsidiary). Resignation, removal and replacement of inspectors Resignation and revocation of appointment 446C 1 An inspector may resign by notice in writing to the Secretary of State. 2 The Secretary of State may revoke the appointment of an inspector by notice in writing to the inspector. Appointment of replacement inspectors 446D 1 Where— a an inspector resigns, b an inspector's appointment is revoked, or c an inspector dies, the Secretary of State may appoint one or more competent inspectors to continue the investigation. 2 An appointment under subsection (1) shall be treated for the purposes of this Part (apart from this section) as an appointment under the provision of this Part under which the former inspector was appointed. 3 The Secretary of State must exercise his power under subsection (1) so as to secure that at least one inspector continues the investigation. 4 Subsection (3) does not apply if— a the Secretary of State could give any replacement inspector a direction under section 446B (termination of investigation), and b such a direction would (under subsection (4) of that section) result in a final report not being made. 5 In this section, references to an investigation include any investigation the former inspector conducted under section 433(1) (power to investigate affairs of holding company or subsidiary). Power to obtain information from former inspectors etc Obtaining information from former inspectors etc 446E 1 This section applies to a person who was appointed as an inspector under this Part— a who has resigned, or b whose appointment has been revoked. 2 This section also applies to an inspector to whom the Secretary of State has given a direction under section 446B (termination of investigation). 3 The Secretary of State may direct a person to whom this section applies to produce documents obtained or generated by that person during the course of his investigation to— a the Secretary of State, or b an inspector appointed under this Part. 4 The power under subsection (3) to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document— a in hard copy form, or b in a form from which a hard copy can be readily obtained. 5 The Secretary of State may take copies of or extracts from a document produced in pursuance of this section. 6 The Secretary of State may direct a person to whom this section applies to inform him of any matters that came to that person's knowledge as a result of his investigation. 7 A person shall comply with any direction given to him under this section. 8 In this section— a references to the investigation of a former inspector or inspector include any investigation he conducted under section 433(1) (power to investigate affairs of holding company or subsidiary), and b “ document ” includes information recorded in any form. Requisition and seizure of books and papers Power to require documents and information 447 1 The Secretary of State may act under subsections (2) and (3) in relation to a company. 2 The Secretary of State may give directions to the company requiring it— a to produce such documents (or documents of such description) as may be specified in the directions; b to provide such information (or information of such description) as may be so specified. 3 The Secretary of State may authorise a person (an investigator) to require the company or any other person— a to produce such documents (or documents of such description) as the investigator may specify; b to provide such information (or information of such description) as the investigator may specify. 4 A person on whom a requirement under subsection (3) is imposed may require the investigator to produce evidence of his authority. 5 A requirement under subsection (2) or (3) must be complied with at such time and place as may be specified in the directions or by the investigator (as the case may be). 6 The production of a document in pursuance of this section does not affect any lien which a person has on the document. 7 The Secretary of State or the investigator (as the case may be) may take copies of or extracts from a document produced in pursuance of this section. 8 A “ document ” includes information recorded in any form. 9 The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document— a in hard copy form, or b in a form from which a hard copy can be readily obtained. Information provided: evidence 447A 1 A statement made by a person in compliance with a requirement under section 447 may be used in evidence against him. 2 But in criminal proceedings in which the person is charged with a relevant offence— a no evidence relating to the statement may be adduced by or on behalf of the prosecution, and b no question relating to it may be asked by or on behalf of the prosecution, unless evidence relating to it is adduced or a question relating to it is asked in the proceedings by or on behalf of that person. 3 A relevant offence is any offence other than the following— a an offence under section 451, b an offence under section 5 of the Perjury Act 1911 (false statement made otherwise than on oath), or c an offence under section 44(2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (false statement made otherwise than on oath) , or d an offence under Article 10 of the Perjury (Northern Ireland) Order 1979 (false statements made otherwise than on oath). Entry and search of premises. 448 1 A justice of the peace may issue a warrant under this section if satisfied on information on oath given by or on behalf of the Secretary of State, or by a person appointed or authorised to exercise powers under this Part, that there are reasonable grounds for believing that there are on any premises documents whose production has been required under this Part and which have not been produced in compliance with the requirement. 2 A justice of the peace may also issue a warrant under this section if satisfied on information on oath given by or on behalf of the Secretary of State, or by a person appointed or authorised to exercise powers under this Part—: a that there are reasonable grounds for believing that an offence has been committed for which the penalty on conviction on indictment is imprisonment for a term of not less than two years and that there are on any premises documents relating to whether the offence has been committed, b that the Secretary of State, or the person so appointed or authorised, has power to require the production of the documents under this Part, and c that there are reasonable grounds for believing that if production was so required the documents would not be produced but would be removed from the premises, hidden, tampered with or destroyed. 3 A warrant under this section shall authorise a constable, together with any other person named in it and any other constables— a to enter the premises specified in the information, using such force as is reasonably necessary for the purpose; b to search the premises and take possession of any documents appearing to be such documents as are mentioned in subsection (1) or (2), as the case may be, or to take, in relation to any such documents, any other steps which may appear to be necessary for preserving them or preventing interference with them; c to take copies of any such documents; and d to require any person named in the warrant to provide an explanation of them or to state where they may be found. 4 If in the case of a warrant under subsection (2) the justice of the peace is satisfied on information on oath that there are reasonable grounds for believing that there are also on the premises other documents relevant to the investigation, the warrant shall also authorise the actions mentioned in subsection (3) to be taken in relation to such documents. 5 A warrant under this section shall continue in force until the end of the period of one month beginning with the day on which it is issued. 6 Any documents of which possession is taken under this section may be retained— a for a period of three months; or b if within that period proceedings to which the documents are relevant are commenced against any person for any criminal offence, until the conclusion of those proceedings. 7 Any person who intentionally obstructs the exercise of any rights conferred by a warrant issued under this section or fails without reasonable excuse to comply with any requirement imposed in accordance with subsection (3)(d) is guilty of an offence . . . 7A A person guilty of an offence under this section is liable— a on conviction on indictment, to a fine; b on summary conviction, to a fine not exceeding the statutory maximum. 8 For the purposes of sections 449 and 451A (provision for security of information) documents obtained under this section shall be treated as if they had been obtained under the provision of this Part under which their production was or, as the case may be, could have been required. 9 In the application of this section to Scotland for the references to a justice of the peace substitute references to a justice of the peace or a sheriff, and for the references to information on oath substitute references to evidence on oath. 10 In this section “document” includes information recorded in any form. Protection in relation to certain disclosures: information provided to Secretary of State 448A 1 A person who makes a relevant disclosure is not liable by reason only of that disclosure in any proceedings relating to a breach of an obligation of confidence. 2 A relevant disclosure is a disclosure which satisfies each of the following conditions— a it is made to the Secretary of State otherwise than in compliance with a requirement under this Part; b it is of a kind that the person making the disclosure could be required to make in pursuance of this Part; c the person who makes the disclosure does so in good faith and in the reasonable belief that the disclosure is capable of assisting the Secretary of State for the purposes of the exercise of his functions under this Part; d the information disclosed is not more than is reasonably necessary for the purpose of assisting the Secretary of State for the purposes of the exercise of those functions; e the disclosure is not one falling within subsection (3) or (4). 3 A disclosure falls within this subsection if the disclosure is prohibited by virtue of any enactment whenever passed or made . 4 A disclosure falls within this subsection if— a it is made by a person carrying on the business of banking or by a lawyer, and b it involves the disclosure of information in respect of which he owes an obligation of confidence in that capacity. 5 In this section “ enactment ” has the meaning given by section 1293 of the Companies Act 2006. Provision for security of information obtained. 449 1 This section applies to information (in whatever form) obtained— a in pursuance of a requirement imposed under section 447; b by means of a relevant disclosure within the meaning of section 448A(2); c by an investigator in consequence of the exercise of his powers under section 453A. 2 Such information must not be disclosed unless the disclosure— a is made to a person specified in Schedule 15C, or b is of a description specified in Schedule 15D. 3 The Secretary of State may by order amend Schedules 15C and 15D. 4 An order under subsection (3) must not— a amend Schedule 15C by specifying a person unless the person exercises functions of a public nature (whether or not he exercises any other function); b amend Schedule 15D by adding or modifying a description of disclosure unless the purpose for which the disclosure is permitted is likely to facilitate the exercise of a function of a public nature. 5 An order under subsection (3) must be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament. 6 A person who discloses any information in contravention of this section is guilty of an offence. 6A A person guilty of an offence under this section is liable— a on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); b on summary conviction— i in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); ii in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Any information which may by virtue of this section be disclosed to a person specified in Schedule 15C may be disclosed to any officer or employee of the person. 9 This section does not prohibit the disclosure of information if the information is or has been available to the public from any other source. 10 For the purposes of this section, information obtained by an investigator in consequence of the exercise of his powers under section 453A includes information obtained by a person accompanying the investigator in pursuance of subsection (4) of that section in consequence of that person’s accompanying the investigator. 11 Nothing in this section authorises the making of a disclosure in contravention of the data protection legislation . Punishment for destroying, mutilating, etc. company documents. 450 1 An officer of a company . . . who— a destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification of a document affecting, or relating to the company’s property or affairs, or b makes, or is privy to the making of, a false entry in such a document, is guilty of an offence, unless he proves that he had no intention to conceal the state of affairs of the company or to defeat the law. 1A Subsection (1) applies to an officer of an authorised insurance company which is not a body corporate as it applies to an officer of a company. 2 Such a person as above mentioned who fraudulently either parts with, alters or makes an omission in any such document or is privy to fraudulent parting with, fraudulent altering or fraudulent making of an omission in, any such document, is guilty of an offence. 3 A person guilty of an offence under this section is liable— a on conviction on indictment, to imprisonment for a term not exceeding seven years or a fine (or both); b on summary conviction— i in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); ii in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 In this section “document” includes information recorded in any form. Punishment for furnishing false information. 451 1 A person commits an offence if in purported compliance with a requirement under section 447 to provide information— a he provides information which he knows to be false in a material particular; b he recklessly provides information which is false in a material particular. 2 A person guilty of an offence under this section is liable— a on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); b on summary conviction— i in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); ii in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disclosure of information by Secretary of State or inspector. 451A 1 This section applies to information obtained— a under sections 434 to 446E ; b by an inspector in consequence of the exercise of his powers under section 453A. 2 The Secretary of State may, if he thinks fit— a disclose any information to which this section applies to any person to whom, or for any purpose for which, disclosure is permitted under section 449, or b authorise or require an inspector appointed under this Part to disclose such information to any such person or for any such purpose. 3 Information to which this section applies may also be disclosed by an inspector appointed under this Part to— a another inspector appointed under this Part; b a person appointed under— i section 167 of the Financial Services and Markets Act 2000 (general investigations), ii section 168 of that Act (investigations in particular cases), iii section 169(1)(b) of that Act (investigation in support of overseas regulator), iv section 284 of that Act (investigations into affairs of certain collective investment schemes), or v regulations made as a result of section 262(2)(k) of that Act (investigations into open-ended investment companies), to conduct an investigation; or c a person authorised to exercise powers under— i section 447 of this Act; or ii section 84 of the Companies Act 1989 (exercise of powers to assist overseas regulatory authority). 4 Any information which may by virtue of subsection (3) be disclosed to any person may be disclosed to any officer or servant of that person. 5 The Secretary of State may, if he thinks fit, disclose any information obtained under section 444 to— a the company whose ownership was the subject of the investigation, b any member of the company, c any person whose conduct was investigated in the course of the investigation, d the auditors of the company, or e any person whose financial interests appear to the Secretary of State to be affected by matters covered by the investigation. 6 For the purposes of this section, information obtained by an inspector in consequence of the exercise of his powers under section 453A includes information obtained by a person accompanying the inspector in pursuance of subsection (4) of that section in consequence of that person’s accompanying the inspector. 7 The reference to an inspector in subsection (2)(b) above includes a reference to a person accompanying an inspector in pursuance of section 453A(4). Privileged information. 452 1 Nothing in sections 431 to 446E compels the disclosure by any person to the Secretary of State or to an inspector appointed by him of information in respect of which in an action in the High Court a claim to legal professional privilege, or in an action in the Court of Session a claim to confidentiality of communications, could be maintained. 1A Nothing in section 434, 443 or 446 requires a person (except as mentioned in subsection (1B) below) to disclose information or produce documents in respect of which he owes an obligation of confidence by virtue of carrying on the business of banking unless— a the person to whom the obligation of confidence is owed is the company or other body corporate under investigation, b the person to whom the obligation of confidence is owed consents to the disclosure or production, or c the making of the requirement is authorised by the Secretary of State. 1B Subsection (1A) does not apply where the person owing the obligation of confidence is the company or other body corporate under investigation under section 431, 432 or 433. 2 Nothing in sections 447 to 451— a compels the production by any person of a document or the disclosure by any person of information in respect of which in an action in the High Court a claim to legal professional privilege, or in an action in the Court of Session a claim to confidentiality of communications, could be maintained; b authorises the taking of possession of any such document which is in the person’s possession. 3 The Secretary of State must not under section 447 require, or authorise a person to require— a the production by a person carrying on the business of banking of a document relating to the affairs of a customer of his, or b the disclosure by him of information relating to those affairs, unless one of the conditions in subsection (4) is met. 4 The conditions are— a the Secretary of State thinks it is necessary to do so for the purpose of investigating the affairs of the person carrying on the business of banking; b the customer is a person on whom a requirement has been imposed under section 447; c the customer is a person on whom a requirement to produce information or documents has been imposed by an investigator appointed by the Secretary of State in pursuance of section 171 or 173 of the Financial Services and Markets Act 2000 (powers of persons appointed under section 167 or as a result of section 168(2) to conduct an investigation). 5 Despite subsections (1) and (2) a person who is a lawyer may be compelled to disclose the name and address of his client. Investigation of overseas companies. 453 1 The provisions of this Part apply to bodies corporate incorporated outside the United Kingdom which are carrying on business in the United Kingdom , or have at any time carried on business there, as they apply to companies under this Act; but subject to the following exceptions, adaptations and modifications. 1A The following provisions do not apply to such bodies— a section 431 (investigation on application of company or its members), b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c sections 442 to 445 (investigation of company ownership and power to obtain information as to those interested in shares, &c.), . . . d . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1B The other provisions of this Part apply to such bodies subject to such adaptations and modifications as may be specified by regulations made by the Secretary of State. 2 Regulations under this section shall be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament. Power to enter and remain on premises 453A 1 An inspector or investigator may act under subsection (2) in relation to a company if— a he is authorised to do so by the Secretary of State, and b he thinks that to do so will materially assist him in the exercise of his functions under this Part in relation to the company. 2 An inspector or investigator may at all reasonable times— a require entry to relevant premises, and b remain there for such period as he thinks necessary for the purpose mentioned in subsection (1)(b). 3 Relevant premises are premises which the inspector or investigator believes are used (wholly or partly) for the purposes of the company’s business. 4 In exercising his powers under subsection (2), an inspector or investigator may be accompanied by such other persons as he thinks appropriate. 5 A person who intentionally obstructs a person lawfully acting under subsection (2) or (4) is guilty of an offence. 5A A person guilty of an offence under this section is liable— a on conviction on indictment, to a fine; b on summary conviction, to a fine not exceeding the statutory maximum. 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 An inspector is a person appointed under section 431, 432 or 442. 8 An investigator is a person authorised for the purposes of section 447. Power to enter and remain on premises: procedural 453B 1 This section applies for the purposes of section 453A. 2 The requirements of subsection (3) must be complied with at the time an inspector or investigator seeks to enter relevant premises under section 453A(2)(a). 3 The requirements are— a the inspector or investigator must produce evidence of his identity and evidence of his appointment or authorisation (as the case may be); b any person accompanying the inspector or investigator must produce evidence of his identity. 4 The inspector or investigator must, as soon as practicable after obtaining entry, give to an appropriate recipient a written statement containing such information as to— a the powers of the investigator or inspector (as the case may be) under section 453A; b the rights and obligations of the company, occupier and the persons present on the premises, as may be prescribed by regulations. 5 If during the time the inspector or investigator is on the premises there is no person present who appears to him to be an appropriate recipient for the purposes of subsection (8), the inspector or investigator must as soon as reasonably practicable send to the company— a a notice of the fact and time that the visit took place, and b the statement mentioned in subsection (4). 6 As soon as reasonably practicable after exercising his powers under section 453A(2), the inspector or investigator must prepare a written record of the visit and— a if requested to do so by the company he must give it a copy of the record; b in a case where the company is not the sole occupier of the premises, if requested to do so by an occupier he must give the occupier a copy of the record. 7 The written record must contain such information as may be prescribed by regulations. 8 If the inspector or investigator thinks that the company is the sole occupier of the premises an appropriate recipient is a person who is present on the premises and who appears to the inspector or investigator to be— a an officer of the company, or b a person otherwise engaged in the business of the company if the inspector or investigator thinks that no officer of the company is present on the premises. 9 If the inspector or investigator thinks that the company is not the occupier or sole occupier of the premises an appropriate recipient is— a a person who is an appropriate recipient for the purposes of subsection (8), and (if different) b a person who is present on the premises and who appears to the inspector or investigator to be an occupier of the premises or otherwise in charge of them. 10 A statutory instrument containing regulations made under this section is subject to annulment in pursuance of a resolution of either House of Parliament. Failure to comply with certain requirements 453C 1 This section applies if a person fails to comply with a requirement imposed by an inspector, the Secretary of State or an investigator in pursuance of either of the following provisions— a section 447; b section 453A. 2 The inspector, Secretary of State or investigator (as the case may be) may certify the fact in writing to the court. 3 If, after hearing— a any witnesses who may be produced against or on behalf of the alleged offender; b any statement which may be offered in defence, the court is satisfied that the offender failed without reasonable excuse to comply with the requirement, it may deal with him as if he had been guilty of contempt of the court. Offences by bodies corporate 453D Where an offence under any of sections 448, 449 to 451 and 453A is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose— a any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and b if the body is a company, any shadow director is treated as an officer of the company. Part XV Orders Imposing Restrictions on Shares ( Section 445 ) Consequence of order imposing restrictions. 454 1 So long as any shares are directed to be subject to the restrictions of this Part then, subject to any directions made in relation to an order pursuant to section 445(1A) or 456(1A) — a any transfer of those shares or, in the case of unissued shares, any transfer of the right to be issued with them, and any issue of them, is void; b no voting rights are exercisable in respect of the shares; c no further shares shall be issued in right of them or in pursuance of any offer made to their holder; and d except in a liquidation, no payment shall be made of any sums due from the company on the shares, whether in respect of capital or otherwise. 2 Where shares are subject to the restrictions of subsection (1)(a), any agreement to transfer the shares or, in the case of unissued shares, the right to be issued with them is void (except such agreement or right as may be made or exercised under the terms of directions made by the Secretary of State or the court under section 445(1A) or 456(1A) or an agreement to transfer the shares on the making of an order under section 456(3)(b) below). 3 Where shares are subject to the restrictions of subsection (1)(c) or (d), an agreement to transfer any right to be issued with other shares in right of those shares, or to receive any payment on them (otherwise than in a liquidation) is void (except such agreement or right as may be made or exercised under the terms of directions made by the Secretary of State or the court under section 445(1A) or 456(1A) or an agreement to transfer any such right on the transfer of the shares on the making of an order under section 456(3)(b) below). Punishment for attempted evasion of restrictions. 455 1 Subject to the terms of any directions made under section 445(1A) or 456 a person commits an offence if he — a exercises or purports to exercise any right to dispose of any shares which, to his knowledge, are for the time being subject to the restrictions of this Part or of any right to be issued with any such shares, or b votes in respect of any such shares (whether as holder or proxy), or appoints a proxy to vote in respect of them, or c being the holder of any such shares, fails to notify of their being subject to those restrictions any person whom he does not know to be aware of that fact but does know to be entitled (apart from the restrictions) to vote in respect of those shares whether as holder or as proxy, or d being the holder of any such shares, or being entitled to any right to be issued with other shares in right of them, or to receive any payment on them (otherwise than in a liquidation), enters into any agreement which is void under section 454(2) or (3). 2 Subject to the terms of any directions made under section 445(1A) or 456 if shares in a company are issued in contravention of the restrictions, an offence is committed by— a the company, and b every officer of the company who is in default. 2A A person guilty of an offence under this section is liable— a on conviction on indictment, to a fine; b on summary conviction, to a fine not exceeding the statutory maximum. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Relaxation and removal of restrictions. 456 1 Where shares in a company are by order made subject to the restrictions of this Part, application may be made to the court for an order directing that the shares be no longer so subject. 1A Where the court is satisfied that an order subjecting the shares tothe restrictions of this Part unfairly affects the rights of third parties in respect of shares then the court, for the purpose of protecting such rights and subject to such terms as it thinks fit and in addition to any order it may make under subsection (1), may direct on an application made under that subsection that such acts by such persons or descriptions of persons and for such purposes, as may be set out in the order, shall not constitute a breach of the restrictions of Part XV of this Act. Subsection (3) does not apply to an order made under this subsection. 2 If the order applying the restrictions was made by the Secretary of State, or he has refused to make an order disapplying them, the application may be made by any person aggrieved; . . . . 3 Subject as follows, an order of the court or the Secretary of State directing that shares shall cease to be subject to the restrictions may be made only if— a the court or (as the case may be) the Secretary of State is satisfied that the relevant facts about the shares have been disclosed to the company and no unfair advantage has accrued to any person as a result of the earlier failure to make that disclosure, or b the shares are to be transferred for valuable consideration and the court (in any case) or the Secretary of State (if the order was made under section . . . 445) approves the transfer . 4 Without prejudice to the power of the court to give directions under subsection (1A), where shares in a company are subject to the restrictions, the court may on application order the shares to be sold, subject to the court’s approval as to the sale, and may also direct that the shares shall cease to be subject to the restrictions. An application to the court under this subsection may be made by the Secretary of State . . . , or by the company. 5 Where an order has been made under subsection (4), the court may on application make such further order relating to the sale or transfer of the shares as it thinks fit. An application to the court under this subsection may be made— a by the Secretary of State . . . , or b by the company, or c by the person appointed by or in pursuance of the order to effect the sale, or d by any person interested in the shares. 6 An order (whether of the Secretary of State or the court) directing that shares shall cease to be subject to the restrictions of this Part, if it is— a expressed to be made with a view to permitting a transfer of the shares, or b made under subsection (4) of this section, may continue the restrictions mentioned in paragraphs (c) and (d) of section 454(1), either in whole or in part, so far as they relate to any right acquired or offer made before the transfer. 7 Subsection (3) does not apply to an order directing that shares shall cease to be subject to any restrictions which have been continued in force in relation to those shares under subsection (6). Further provisions on sale by court order of restricted shares. 457 1 Where shares are sold in pursuance of an order of the court under section 456(4) the proceeds of sale, less the costs of the sale, shall be paid into court for the benefit of the persons who are beneficially interested in the shares; and any such person may apply to the court for the whole or part of those proceeds to be paid to him. 2 On application under subsection (1) the court shall (subject as provided below) order the payment to the applicant of the whole of the proceeds of sale together with any interest thereon or, if any other person had a beneficial interest in the shares at the time of their sale, such proportion of those proceeds and interest as is equal to the proportion which the value of the applicant’s interest in the shares bears to the total value of the shares. 3 On granting an application for an order under section 456(4) or (5) the court may order that the applicant’s costs be paid out of the proceeds of sale; and if that order is made, the applicant is entitled to payment of his costs out of those proceeds before any person interested in the shares in question receives any part of those proceeds. Part XVI Fraudulent Trading by a Company Punishment for fraudulent trading. 458 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part XVII Protection of Company’s Members against Unfair Prejudice Order on application of company member. 459 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Order on application of Secretary of State. 460 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions as to petitions and orders under this Part. 461 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part XVIII Floating Charges and Receivers (Scotland) Chapter I Floating Charges Power of incorporated company to create floating charge. 462 1 It is competent under the law of Scotland for an incorporated company (whether a company within the meaning of this Act or not), for the purpose of securing any debt or other obligation (including a cautionary obligation) incurred or to be incurred by, or binding upon, the company or any other person, to create in favour of the creditor in the debt or obligation a charge, in this Part referred to as a floating charge, over all or any part of the property (including uncalled capital) which may from time to time be comprised in its property and undertaking. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 References in this Part to the instrument by which a floating charge was created are, in the case of a floating charge created by words in a bond or other written acknowledgment, references to the bond or, as the case may be, the other written acknowledgment. 5 Subject to this Act, a floating charge has effect in accordance with this Part and Part III of the Insolvency Act 1986 in relation to any heritable property in Scotland to which it relates, notwithstanding that the instrument creating it is not recorded in the Register of Sasines or, as appropriate, registered in accordance with the Land Registration (Scotland) Act 1979. Effect of floating charge on winding up. 463 1 Where a company goes into liquidation within the meaning of section 247(2) of the Insolvency Act 1986, a floating charge created by the company attaches to the property then comprised in the company’s property and undertaking or, as the case may be, in part of that property and undertaking, but does so subject to the rights of any person who— a has effectually executed diligence on the property or any part of it; or b holds a fixed security over the property or any part of it ranking in priority to the floating charge; or c holds over the property or any part of it another floating charge so ranking. 2 The provisions of Part IV of the Insolvency Act (except section 185) have effect in relation to a floating charge, subject to subsection (1), as if the charge were a fixed security over the property to which it has attached in respect of the principal of the debt or obligation to which it relates and any interest due or to become due thereon. 3 Nothing in this section derogates from the provisions of sections 53(7) and 54(6) of the Insolvency Act (attachment of floating charge on appointment of receiver), or prejudices the operation of sections 175 and 176 of that Act (payment of preferential debts in winding up) . 4 . . . interest accrues, in respect of a floating charge which after 16th November 1972 attaches to the property of the company, until payment of the sum due under the charge is made. Ranking of floating charges. 464 1 Subject to subsection (2), the instrument creating a floating charge over all or any part of the company’s property under section 462 may contain— a provisions prohibiting or restricting the creation of any fixed security or any other floating charge having priority over, or ranking pari passu with, the floating charge; or b with the consent of the holder of any subsisting floating charge or fixed security which would be adversely affected, provisions regulating the order in which the floating charge shall rank with any other subsisting or future floating charges or fixed securities over that property or any part of it. 1A Where an instrument creating a floating charge contains any such provision as is mentioned in subsection (1)(a), that provision shall be effective to confer priority on the floating charge over any fixed security or floating charge created after the date of the instrument. 2 Where all or any part of the property of a company is subject both to a floating charge and to a fixed security arising by operation of law, the fixed security has priority over the floating charge. 3 The order of ranking of the floating charge with any other subsisting or future floating charges or fixed securities over all or any part of the company’s property is determined in accordance with the provisions of subsections (4) and (5) except where it is determined in accordance with any provision such as is mentioned in paragraph (a) or (b) of subsection (1). 4 Subject to the provisions of this section— a a fixed security, the right to which has been constituted as a real right before a floating charge has attached to all or any part of the property of the company, has priority of ranking over the floating charge; b floating charges rank with one another according to the time of registration in accordance with Chapter II of Part XII; c floating charges which have been received by the registrar for registration by the same postal delivery rank with one another equally. 5 Where the holder of a floating charge over all or any part of the company’s property which has been registered in accordance with Chapter II of Part XII has received intimation in writing of the subsequent registration in accordance with that Chapter of another floating charge over the same property or any part thereof, the preference in ranking of the first-mentioned floating charge is restricted to security for— a the holder’s present advances; b future advances which he may be required to make under the instrument creating the floating charge or under any ancillary document; c interest due or to become due on all such advances; . . . d any expenses or outlays which may reasonably be incurred by the holder ;and e (in the case of a floating charge to secure a contingent liability other than a liability arising under any further advances made from time to time) the maximum sum to which that contingent liability is capable of amounting whether or not it is contractually limited. 6 This section is subject to Part XII and to sections 175 and 176 of the Insolvency Act . Continued effect of certain charges validated by Act of 1972. 465 1 Any floating charge which— a purported to subsist as a floating charge on 17th November 1972, and b if it had been created on or after that date, would have been validly created by virtue of the Companies (Floating Charges and Receivers) (Scotland) Act 1972, is deemed to have subsisted as a valid floating charge as from the date of its creation. 2 Any provision which— a is contained in an instrument creating a floating charge or in any ancillary document executed prior to, and still subsisting at, the commencement of that Act, b relates to the ranking of charges, and c if it had been made after the commencement of that Act, would have been a valid provision, is deemed to have been a valid provision as from the date of its making. Alteration of floating charges. 466 1 The instrument creating a floating charge under section 462 or any ancillary document may be altered by the execution of an instrument of alteration by the company, the holder of the charge and the holder of any other charge (including a fixed security) which would be adversely affected by the alteration. 2 Without prejudice to any enactment or rule of law regarding the execution of documents, such an instrument of alteration is validly executed if it is executed— a . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b where trustees for debenture-holders are acting under and in accordance with a trust deed, by those trustees ; or c where, in the case of a series of secured debentures, no such trustees are acting, by or on behalf of— i a majority in nominal value of those present or represented by proxy and voting at a meeting of debenture-holders at which the holders of at least one-third in nominal value of the outstanding debentures of the series are present or so represented; or ii where no such meeting is held, the holders of at least one-half in nominal value of the outstanding debentures of the series; . . . 3 Section 464 applies to an instrument of alteration under this section as it applies to an instrument creating a floating charge. 4 Subsection (4A) applies to an alteration of a floating charge, where the alteration is one which — a prohibits or restricts the creation of any fixed security or any other floating charge having priority over, or ranking pari passu with, the floating charge; or b varies, or otherwise regulates the order of, the ranking of the floating charge in relation to fixed securities or to other floating charges; or c releases property from the floating charge; or d increases the amount secured by the floating charge. 4A Every alteration to a floating charge created by a company is, so far as any security on the company’s property or any part of it is conferred by the alteration, void against the liquidator or administrator and any creditor of the company, unless the documents referred to in subsection (4B) are delivered to the registrar for registration by the company or any person interested in the charge before the end of the relevant period allowed for delivery. 4B The documents referred to in subsection (4A) are— a a certified copy of the instrument of alteration, and b a statement of particulars including— i the registered name and number of the company; ii the date of creation of the charge; iii a description of the instrument (if any) by which the charge was created or evidenced; iv short particulars of the property or undertaking charged as set out when the charge was registered; v date(s) of execution of the instrument of alteration; vi names and address(es) of the persons who have executed the instrument of alteration. 4C In subsection (4A) “the relevant period allowed for delivery” is— a the period of 21 days beginning with the day after the date of execution of the instrument of alteration, or b if an order under section 859F(3) of the Companies Act 2006 (as applied by subsection (4E)) has been made, the period allowed by the order. 4D Subsection (4A) is without prejudice to any contract or obligation for repayment of the money secured by the alteration to the charge; and when an alteration becomes void under subsection (4A) the money secured by it immediately becomes payable. 4E Sections 859F, 859G, 859I, 859M and 859N of the Companies Act 2006 apply to an alteration to a floating charge to which subsection (4A) applies as they apply to a charge. 4F As applied by subsection (4E), those sections apply as if— a references to the documents required or delivered under section 859A or 859B were to the documents referred to in subsection (4B); b references to the period allowed for delivery under the section concerned were to the period referred to in subsection (4C)(a); c references to the delivery of a certified copy of an instrument to the registrar for the purposes of Chapter A1 of Part 25 of the Companies Act 2006 were to the delivery of a certified copy of an instrument of alteration to the registrar for the purposes of this section; d references to registration in accordance with a provision of Chapter A1 of Part 25 of the Companies Act 2006 were to registration in accordance with this section; e references to a section 859D statement of particulars were to the statement of particulars referred to in subsection (4B)(b); f references to registration under section 859A or 859B were to registration under this section; g references to a statement or notice delivered to the registrar in accordance with Chapter A1 of Part 25 of the Companies Act 2006 were to a statement delivered to the registrar in accordance with subsection (4A). 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Any reference (however expressed) in any enactment, including this Act, to a floating charge is, for the purposes of this section and unless the context otherwise requires, to be construed as including a reference to the floating charge as altered by an alteration falling under subsection (4) of this section . Chapter II Receivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 467–485 Chapter III General Interpretation for Part XVIII generally. 486 1 In this Part, unless the context otherwise requires, the following expressions have the following meanings respectively assigned to them, that is to say— “ ancillary document ” means— a document which relates to the floating charge and which was executed by the debtor or creditor in the charge before the registration of the charge in accordance with Chapter II or Part XII; or an instrument of alteration such as is mentioned in section 466 in this Part; “ company ”, . . . , means an incorporated company (whether a company within the meaning of this Act or not); “ fixed security ”, in relation to any property of a company, means any security, other than a floating charge or a charge having the nature of a floating charge, which on the winding up of the company in Scotland would be treated as an effective security over that property, and (without prejudice to that generality) includes a security over that property, being; a heritable security within the meaning of section 9(8) of the Conveyancing and Feudal Reform (Scotland) Act 1970 ; or a statutory pledge within the meaning given by section 113(1) of the Moveable Transactions (Scotland) Act 2023; . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “ Register of Sasines ” means the appropriate division of the General Register of Sasines. Extent of Part XVIII. 487 This Part extends to Scotland only. Part XIX Receivers and Managers (England and Wales) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 488–500 Part XX Winding Up of Companies Registered Under this Act or the Former Companies Acts Chapters I–V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 501–650 Chapter VI Matters Arising Subsequent to Winding Up Power of court to declare dissolution of company void. 651 1 Where a company has been dissolved, the court may . . . , on an application made for the purpose by the liquidator of the company or by any other person appearing to the court to be interested, make an order, on such terms as the court thinks fit, declaring the dissolution to have been void. 2 Thereupon such proceedings may be taken as might have been taken if the company had not been dissolved. 3 It is the duty of the person on whose application the order was made, within 7 days after its making (or such further time as the court may allow), to deliver to the registrar of companies for registration an office copy of the order. If the person fails to do so, he is liable to a fine and, for continued contravention, to a daily default fine. 4 Subject to the following provisions, an application under this section may not be made after the end of the period of two years from the date of the dissolution of the company. 5 An application for the purpose of bringing proceedings against the company— a for damages in respect of personal injuries (including any sum claimed by virtue of section 1(2)(c) of the Law Reform (Miscellaneous Provisions) Act 1934 (funeral expenses)), or b for damages under the Fatal Accidents Act 1976 or the Damages (Scotland) Act 1976, may be made at any time; but no order shall be made on such an application if it appears to the court that the proceedings would fail by virtue of any enactment as to the time within which proceedings must be brought. 6 Nothing in subsection (5) affects the power of the court on making an order under this section to direct that the period between the dissolution of the company and the making of the order shall not count for the purposes of any such enactment. 7 In subsection (5)(a) “personal injuries” includes any disease and any impairment of a person’s physical or mental condition. Registrar may strike defunct company off register. 652 1 If the registrar of companies has reasonable cause to believe that a company is not carrying on business or in operation, he may send to the company by post a letter inquiring whether the company is carrying on business or in operation. 2 If the registrar does not within one month of sending the letter receive any answer to it, he shall within 14 days after the expiration of that month send to the company by post a registered letter referring to the first letter, and stating that no answer to it has been received, and that if an answer is not received to the second letter within one month from its date, a notice will be published in the Gazette with a view to striking the company’s name off the register. 3 If the registrar either receives an answer to the effect that the company is not carrying on business or in operation, or does not within one month after sending the second letter receive any answer, he may publish in the Gazette, and send to the company by post, a notice that at the expiration of 3 months from the date of that notice the name of the company mentioned in it will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved. 4 If, in a case where a company is being wound up, the registrar has reasonable cause to believe either that no liquidator is acting, or that the affairs of the company are fully wound up, and the returns required to be made by the liquidator have not been made for a period of 6 consecutive months, the registrar shall publish in the Gazette and send to the company or the liquidator (if any) a like notice as is provided in subsection (3). 5 At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register, and shall publish notice of this in the Gazette; and on the publication of that notice in the Gazette the company is dissolved. 6 However— a the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved, and b nothing in subsection (5) affects the power of the court to wind up a company the name of which has been struck off the register. 7 A notice to be sent to a liquidator under this section may be addressed to him at his last known place of business; and a letter or notice to be sent under this section to a company may be addressed to the company at its registered office or, if no office has been registered, to the care of some officer of the company. If there is no officer of the company whose name and address are known to the registrar of companies, the letter or notice may be sent to each of the persons who subscribed the memorandum, addressed to him at the address mentioned in the memorandum. Registrar may strike private company off register on application. 652A 1 On application by a private company, the registrar of companies may strike the company’s name off the register. 2 An application by a company under this section shall— a be made on its behalf by its directors or by a majority of them, b be in the prescribed form, and c contain the prescribed information. 3 The registrar shall not strike a company off under this section until after the expiration of 3 months from the publication by him in the Gazette of a notice— a stating that he may exercise his power under this section in relation to the company, and b inviting any person to show cause why he should not do so. 4 Where the registrar strikes a company off under this section, he shall publish notice of that fact in the Gazette. 5 On the publication in the Gazette of a notice under subsection (4), the company to which the notice relates is dissolved. 6 However, the liability (if any) of every director, managing officer and member of the company continues and may be enforced as if the company had not been dissolved. 7 Nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register. Duties in connection with making application under section 652A. 652B 1 A person shall not make an application under section 652A on behalf of a company if, at any time in the previous 3 months, the company has— a changed its name, b traded or otherwise carried on business, c made a disposal for value of property or rights which, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business, or d engaged in any other activity, except one which is— i necessary or expedient for the purpose of making an application under section 652A, or deciding whether to do so, ii necessary or expedient for the purpose of concluding the affairs of the company, iii necessary or expedient for the purpose of complying with any statutory requirement, or iv specified by the Secretary of State by order for the purposes of this sub-paragraph. 2 For the purposes of subsection (1), a company shall not be treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business. 3 A person shall not make an application under section 652A on behalf of a company at a time when any of the following is the case— a an application has been made to the court under section 425 on behalf of the company for the sanctioning of a compromise or arrangement and the matter has not been finally concluded; b a voluntary arrangement in relation to the company has been proposed under Part I of the Insolvency Act 1986 and the matter has not been finally concluded; c the company is in administration under Part II of that Act; ca an application to the court for an administration order in respect of the company has been made and not finally dealt with or withdrawn; cb a copy of notice of intention to appoint an administrator of the company under paragraph 14 of Schedule B1 to that Act has been filed with the court and neither of the events mentioned in paragraph 44(2)(a) and (b) of that Schedule has occurred; cc a copy of notice of intention to appoint an administrator of the company under paragraph 22 of that Schedule has been filed with the court and neither of the events mentioned in paragraph 44(4)(a) and (b) of that Schedule has occurred; d the company is being wound up under Part IV of that Act, whether voluntarily or by the court, or a petition under that Part for the winding up of the company by the court has been presented and not finally dealt with or withdrawn; e there is a receiver or manager of the company’s property; f the company’s estate is being administered by a judicial factor. 4 For the purposes of subsection (3)(a), the matter is finally concluded if— a the application has been withdrawn, b the application has been finally dealt with without a compromise or arrangement being sanctioned by the court, or c a compromise or arrangement has been sanctioned by the court and has, together with anything required to be done under any provision made in relation to the matter by order of the court, been fully carried out. 5 For the purposes of subsection (3)(b), the matter is finally concluded if— a no meetings are to be summoned under section 3 of the Insolvency Act 1986, b meetings summoned under that section fail to approve the arrangement with no, or the same, modifications, c an arrangement approved by meetings summoned under that section, or in consequence of a direction under section 6(4)(b) of that Act, has been fully implemented, or d the court makes an order under subsection (5) of section 6 of that Act revoking approval given at previous meetings and, if the court gives any directions under subsection (6) of that section, the company has done whatever it is required to do under those directions. 6 A person who makes an application under section 652A on behalf of a company shall secure that a copy of the application is given, within 7 days from the day on which the application is made, to every person who, at any time on that day, is— a a member of the company, b an employee of the company, c a creditor of the company, d a director of the company, e a manager or trustee of any pension fund established for the benefit of employees of the company, or f a person of a description specified for the purposes of this paragraph by regulations made by the Secretary of State. 7 Subsection (6) shall not require a copy of the application to be given to a director who is a party to the application. 8 The duty imposed by subsection (6) shall cease to apply if the application is withdrawn before the end of the period for giving the copy application. 9 The Secretary of State may by order amend subsection (1) for the purpose of altering the period in relation to which the doing of the things mentioned in paragraphs (a) to (d) of that subsection is relevant. Directors’ duties following application under section 652A. 652C 1 Subsection (2) applies in relation to any time after the day on which a company makes an application under section 652A and before the day on which the application is finally dealt with or withdrawn. 2 A person who is a director of the company at the end of a day on which a person other than himself becomes— a a member of the company, b an employee of the company, c a creditor of the company, d a director of the company, e a manager or trustee of any pension fund established for the benefit of employees of the company, or f a person of a description specified for the purposes of this paragraph by regulations made by the Secretary of State, shall secure that a copy of the application is given to that person within 7 days from that day. 3 The duty imposed by subsection (2) shall cease to apply if the application is finally dealt with or withdrawn before the end of the period for giving the copy application. 4 Subsection (5) applies where, at any time on or after the day on which a company makes an application under section 652A and before the day on which the application is finally dealt with or withdrawn— a the company— i changes its name, ii trades or otherwise carries on business, iii makes a disposal for value of any property or rights other than those which it was necessary or expedient for it to hold for the purpose of making, or proceeding with, an application under section 652A, or iv engages in any other activity, except one to which subsection (6) applies; b an application is made to the court under section 425 on behalf of the company for the sanctioning of a compromise or arrangement; c a voluntary arrangement in relation to the company is proposed under Part I of the Insolvency Act 1986; d an application to the court for an administration order in respect of the company is made under paragraph 12 of Schedule B1 to that Act; da an administrator is appointed in respect of the company under paragraph 14 or 22 of that Schedule; db a copy of notice of intention to appoint an administrator of the company under paragraph 14 or 22 of that Schedule is filed with the court; e there arise any of the circumstances in which, under section 84(1) of that Act, the company may be voluntarily wound up; f a petition is presented for the winding up of the company by the court under Part IV of that Act; g a receiver or manager of the company’s property is appointed; or h a judicial factor is appointed to administer the company’s estate. 5 A person who, at the end of a day on which an event mentioned in any of paragraphs (a) to (h) of subsection (4) occurs, is a director of the company shall secure that the company’s application is withdrawn forthwith. 6 This subsection applies to any activity which is— a necessary or expedient for the purpose of making, or proceeding with, an application under section 652A, b necessary or expedient for the purpose of concluding affairs of the company which are outstanding because of what has been necessary or expedient for the purpose of making, or proceeding with, such an application, c necessary or expedient for the purpose of complying with any statutory requirement, or d specified by the Secretary of State by order for the purposes of this subsection. 7 For the purposes of subsection (4)(a), a company shall not be treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business. Sections 652B and 652C: supplementary provisions. 652D 1 For the purposes of sections 652B(6) and 652C(2), a document shall be treated as given to a person if it is delivered to him or left at his proper address or sent by post to him at that address. 2 For the purposes of subsection (1) and section 7 of the Interpretation Act 1978 (which relates to the service of documents by post) in its application to that subsection, the proper address of any person shall be his last known address, except that— a in the case of a body corporate, other than one to which subsection (3) applies, it shall be the address of its registered or principal office, b in the case of a partnership, other than one to which subsection (3) applies, it shall be the address of its principal office, and c in the case of a body corporate or partnership to which subsection (3) applies, it shall be the address of its principal office in the United Kingdom. 3 This subsection applies to a body corporate or partnership which— a is incorporated or formed under the law of a country or territory outside the United Kingdom, and b has a place of business in the United Kingdom. 4 Where a creditor of the company has more than one place of business, subsection (1) shall have effect, so far as concerns the giving of a document to him, as if for the words from “delivered” to the end there were substituted “left, or sent by post to him, at each place of business of his with which the company has had dealings in relation to a matter by virtue of which he is a creditor of the company.” 5 Any power to make an order or regulations under section 652B or 652C shall— a include power to make different provision for different cases or classes of case, b include power to make such transitional provisions as the Secretary of State considers appropriate, and c be exercisable by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament. 6 For the purposes of sections 652B and 652C, an application under section 652A is withdrawn if notice of withdrawal in the prescribed form is given to the registrar of companies. 7 In sections 652B and 652C, “ disposal ” includes part disposal. 8 In sections 652B and 652C and this section, “ creditor ” includes a contingent or prospective creditor. Sections 652B and 652C: enforcement. 652E 1 A person who breaches or fails to perform a duty imposed on him by section 652B or 652C is guilty of an offence and liable to a fine. 2 A person who fails to perform a duty imposed on him by section 652B(6) or 652C(2) with the intention of concealing the making of the application in question from the person concerned is guilty of an offence and liable to imprisonment or a fine, or both. 3 In any proceedings for an offence under subsection (1) consisting of breach of a duty imposed by section 652B(1) or (3), it shall be a defence for the accused to prove that he did not know, and could not reasonably have known, of the existence of the facts which led to the breach. 4 In any proceedings for an offence under subsection (1) consisting of failure to perform the duty imposed by section 652B(6), it shall be a defence for the accused to prove that he took all reasonable steps to perform the duty. 5 In any proceedings for an offence under subsection (1) consisting of failure to perform a duty imposed by section 652C(2) or (5), it shall be a defence for the accused to prove— a that at the time of the failure he was not aware of the fact that the company had made an application under section 652A, or b that he took all reasonable steps to perform the duty. Other offences connected with section 652A. 652F 1 Where a company makes an application under section 652A, any person who, in connection with the application, knowingly or recklessly furnishes any information to the registrar of companies which is false or misleading in a material particular is guilty of an offence and liable to a fine. 2 Any person who knowingly or recklessly makes an application to the registrar of companies which purports to be an application under section 652A, but which is not, is guilty of an offence and liable to a fine. Objection to striking off by person aggrieved. 653 1 Subsection (2) applies if a company or any member or creditor of it feels aggrieved by the company having been struck off the register under section 652 . 2 The court, on an application by the company or the member or creditor made before the expiration of 20 years from publication in the Gazette of notice under section 652, may, if satisfied that the company was at the time of the striking off carrying on business or in operation, or otherwise that it is just that the company be restored to the register, order the company’s name to be restored. 2A Subsections (2B) and (2D) apply if a company has been struck off the register under section 652A. 2B The court, on an application by a notifiable person made before the expiration of 20 years from publication in the Gazette of notice under section 652A(4), may, if satisfied— a that any duty under section 652B or 652C with respect to the giving to that person of a copy of the company’s application under section 652A was not performed, b that the making of the company’s application under section 652A involved a breach of duty under section 652B(1) or (3), or c that it is for some other reason just to do so, order the company’s name to be restored to the register. 2C In subsection (2B), “ notifiable person ” means a person to whom a copy of the company’s application under section 652A was required to be given under section 652B or 652C. 2D The court, on an application by the Secretary of State made before the expiration of 20 years from publication in the Gazette of notice under section 652A(4), may, if satisfied that it is in the public interest to do so, order the company’s name to be restored. 3 On an office copy of an order under subsection (2), (2B) or (2D) being delivered to the registrar of companies for registration the company to which the order relates is deemed to have continued in existence as if its name had not been struck off; and the court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position (as nearly as may be) as if the company’s name had not been struck off. Property of dissolved company to be bona vacantia. 654 1 When a company is dissolved, all property and rights whatsoever vested in or held on trust for the company immediately before its dissolution (including leasehold property, but not including property held by the company on trust for any other person) are deemed to be bona vacantia and— a accordingly belong to the Crown, or to the Duchy of Lancaster or to the Duke of Cornwall for the time being (as the case may be), and b vest and may be dealt with in the same manner as other bona vacantia accruing to the Crown, to the Duchy of Lancaster or to the Duke of Cornwall. 2 Except as provided by the section next following, the above has effect subject and without prejudice to any order made by the court under section 651 or 653. Effect on s. 654 of company’s revival after dissolution. 655 1 The person in whom any property or right is vested by section 654 may dispose of, or of an interest in, that property or right notwithstanding that an order may be made under section 651 or 653. 2 Where such an order is made— a it does not affect the disposition (but without prejudice to the order so far as it relates to any other property or right previously vested in or held on trust for the company), and b the Crown or, as the case may be, the Duke of Cornwall shall pay to the company an amount equal to— i the amount of any consideration received for the property or right, or interest therein, or ii the value of any such consideration at the time of the disposition, or, if no consideration was received, an amount equal to the value of the property, right or interest disposed of, as at the date of the disposition. 3 Where a liability accrues under subsection (2) in respect of any property or right which, before the order under section 651 or 653 was made, had accrued as bona vacantia to the Duchy of Lancaster, the Attorney General of the Duchy shall represent Her Majesty in any proceedings arising in connection with that liability. 4 Where a liability accrues under subsection (2) in respect of any property or right which, before the order under section 651 or 653 was made, had accrued as bona vacantia to the Duchy of Cornwall, such persons as the Duke of Cornwall (or other possessor for the time being of the Duchy) may appoint shall represent the Duke (or other possessor) in any proceedings arising out of that liability. 5 This section applies in relation to the disposition of any property, right or interest on or after 22nd December 1981, whether the company concerned was dissolved before, on or after that day. Crown disclaimer of property vesting as bona vacantia. 656 1 Where property vests in the Crown under section 654, the Crown’s title to it under that section may be disclaimed by a notice signed by the Crown representative, that is to say the Treasury Solicitor, or, in relation to property in Scotland, the Queen’s and Lord Treasurer’s Remembrancer 2 The right to execute a notice of disclaimer under this section may be waived by or on behalf of the Crown either expressly or by taking possession or other act evincing that intention. 3 A notice of disclaimer under this section is of no effect unless it is executed— a within 12 months of the date on which the vesting of the property under section 654 came to the notice of the Crown representative, or b if an application in writing is made to the Crown representative by any person interested in the property requiring him to decide whether he will or will not disclaim, within a period of 3 months after the receipt of the application or such further period as may be allowed by the court which would have had jurisdiction to wind up the company if it had not been dissolved. 4 A statement in a notice of disclaimer of any property under this section that the vesting of it came to the notice of the Crown representative on a specified date, or that no such application as above mentioned was received by him with respect to the property before a specified date, is sufficient evidence of the fact stated, until the contrary is proved. 5 A notice of disclaimer under this section shall be delivered to the registrar of companies and retained and registered by him; and copies of it shall be published in the Gazette and sent to any persons who have given the Crown representative notice that they claim to be interested in the property. 6 This section applies to property vested in the Duchy of Lancaster or the Duke of Cornwall under section 654 as if for references to the Crown and the Crown representative there were respectively substituted references to the Duchy of Lancaster and to the Solicitor to that Duchy, or to the Duke of Cornwall and to the Solicitor to the Duchy of Cornwall, as the case may be. Effect of Crown disclaimer under s. 656. 657 1 Where notice of disclaimer is executed under section 656 as respects any property, that property is deemed not to have vested in the Crown under section 654. 2 As regards property in England and Wales section 178(4) and sections 179 to 182 of the Insolvency Act shall apply as if the property had been disclaimed by the liquidator under the said section 91 immediately before the dissolution of the company. 3 As regards property in Scotland, the following 4 subsections apply. 4 The Crown’s disclaimer operates to determine, as from the date of the disclaimer, the rights, interests and liabilities of the company, and the property of the company, in or in respect of the property disclaimed; but it does not (except so far as is necessary for the purpose of releasing the company and its property from liability) affect the rights or liabilities of any other person. 5 The court may, on application by a person who either claims an interest in disclaimed property or is under a liability not discharged by this Act in respect of disclaimed property, and on hearing such persons as it thinks fit, make an order for the vesting of the property in or its delivery to any persons entitled to it, or to whom it may seem just that the property should be delivered by way of compensation for such liability, or a trustee for him, and on such terms as the court thinks just. 6 On such a vesting order being made, the property comprised in it vests accordingly in the person named in that behalf in the order, without conveyance or assignation for that purpose. 7 Part II of Schedule 20 has effect for the protection of third parties where the property disclaimed is held under a lease. Liability for rentcharge on company’s land after dissolution. 658 1 Section 180 of the Insolvency Act shall apply to land in England and Wales which by operation of law vests subject to a rentcharge in the Crown or any other person on the dissolution of a company as it applies to land so vesting on a disclaimer under that section. 2 In this section “ company ” includes any body corporate. Chapter VII Miscellaneous Provisions About Winding Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 659–662 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 663 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 664 Part XXI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 665–674 Part XXII Bodies Corporate Subject, or Becoming Subject, to this Act (Otherwise than by Original Formation Under Part I) Chapter I Companies Formed or Registered under Former Companies Acts Companies formed and registered under former Companies Acts. 675 1 In its application to existing companies, this Act applies in the same manner— a in the case of a limited company (other than a company limited by guarantee), as if the company had been formed and registered under Part I of this Act as a company limited by shares, b in the case of a company limited by guarantee, as if the company had been formed and registered under that Part as a company limited by guarantee, and c in the case of a company other than a limited company, as if the company had been formed and registered under that Part as an unlimited company. 2 But reference, express or implied, to the date of registration is to be read as the date at which the company was registered under the Joint Stock Companies Acts, the Companies Act 1862, the Companies (Consolidation) Act 1908 the Companies Act 1929, or the Companies Act 1948. Companies registered but not formed under former Companies Acts. 676 1 This Act applies to every company registered but not formed under the Joint Stock Companies Acts, the Companies Act 1862, the Companies (Consolidated) Act 1908, the Companies Act 1929, or the Companies Act 1948, in the same manner as it is in Chapter II of this Part declared to apply to companies registered but not formed under this Act. 2 But reference, express or implied, to the date of registration is to be read as referring to the date at which the company was registered under the Joint Stock Companies Acts, the Companies Act 1862, the Companies (Consolidation) Act 1908, the Companies Act 1929, or the Companies Act 1948. Companies re-registered with altered status under former Companies Acts. 677 1 This Act applies to every unlimited company registered or re-registered as limited in pursuance of the Companies Act 1879, section 57 of the Companies (Consolidation) Act 1908, section 16 of the Companies Act 1929, section 16 of the Companies Act 1948 or section 44 of the Companies Act 1967 as it (this Act) applies to an unlimited company re-registered as limited in pursuance of Part II of this Act. 2 But reference, express or implied, to the date of registration or re-registration is to be read as referring to the date at which the company was registered or re-registered as a limited company under the relevant enactment. Companies registered under Joint Stock Companies Acts. 678 1 A company registered under the Joint Stock Companies Acts may cause its shares to be transferred in manner hitherto in use, or in such other manner as the company may direct. 2 The power of altering articles under section 9 of this Act extends, in the case of an unlimited company formed and registered under the Joint Stock Companies Acts, to altering any regulations relating to the amount of capital or to its distribution into shares, notwithstanding that those regulations are contained in the memorandum. Northern Ireland and Irish companies. 679 Nothing in sections 675 to 678 applies to companies registered in Northern Ireland or the Republic of Ireland. Chapter II Companies not Formed under Companies Legislation, but Authorised to Register Companies capable of being registered under this Chapter. 680 1 With the exceptions and subject to the provisions contained in this section and the next— a any company consisting of two or more members, which was in existence on 2nd November 1862, including any company registered under the Joint Stock Companies Acts, and b any company formed after that date (whether before or after the commencement of this Act), in pursuance of any Act of Parliament (other than this Act), or of letters patent, or being otherwise duly constituted according to law, and consisting of two or more members, may at any time, on making application in the prescribed form, register under this Act as an unlimited company, or as a company limited by shares, or as a company limited by guarantee; and the registration is not invalid by reason that it has taken place with a view to the company’s being wound up. 1A A company shall not be prevented from registering under this Act as a private company limited by shares or by guarantee solely because it has only one member. 2 A company registered in any part of the United Kingdom under the Companies Act 1862 the Companies (Consolidation) Act 1908the Companies Act 1929 or the Companies Act 1948 shall not register under this section. 3 A company having the liability of its members limited by Act of Parliament or letters patent, and not being a joint stock company, shall not register under this section. 4 A company having the liability of its members limited by Act of Parliament or letters patent shall not register in pursuance of this section as an unlimited company or as a company limited by guarantee. 5 A company that is not a joint stock company shall not register under this section as a company limited by shares. Procedural requirements for registration. 681 1 A company shall not register under section 680 without the assent of a majority of such of its members as are present in person or by proxy (in cases where proxies are allowed) at a general meeting summoned for the purpose. 2 Where a company not having the liability of its members limited by Act of Parliament or letters patent is about to register as a limited company, the majority required to assent as required by subsection (1) shall consist of not less than three-fourths of the members present in person or by proxy at the meeting. 3 In computing any majority under this section when a poll is demanded, regard is to be had to the number of votes to which each member is entitled according to the company’s regulations. 4 Where a company is about to register (under section 680) as a company limited by guarantee, the assent to its being so registered shall be accompanied by a resolution declaring that each member undertakes to contribute to the company’s assets, in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the company’s debts and liabilities contracted before he ceased to be a member, and of the costs and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount. 5 Before a company is registered under section 680, it shall deliver to the registrar of companies— a a statement that the registered office of the company is to be situated in England and Wales, or in Wales, or in Scotland (as the case may be). b a statement specifying the intended situation of the company’s registered office after registration, and c in an appropriate case, if the company wishes to be registered with the Welsh equivalent of “public limited company” or, as the case may be, “limited” as the last words or word of its name, a statement to that effect. 6 Any statement delivered to the registrar under subsection (5) shall be made in the prescribed form. Change of name on registration. 682 1 Where the name of a company seeking registration under section 680 is a name by which it is precluded from registration by section 26 of this Act, either because it falls within subsection (1) of that section or, if it falls within subsection (2), because the Secretary of State would not approve the company’s being registered with that name, the company may change its name with effect from the date on which it is registered under this Chapter. 2 A change of name under this section requires the like assent of the company’s members as is required by section 681 for registration. Definition of “joint stock company”. 683 1 For purposes of this Chapter, as far as relates to registration of companies as companies limited by shares, “ joint stock company ” means a company— a having a permanent paid-up or nominal share capital of fixed amount divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and b formed on the principle of having for its members the holders of those shares or that stock, and no other persons. 2 Such a company when registered with limited liability under this Act is deemed a company limited by shares. Requirements for registration by joint stock companies. 684 1 Before the registration under section 680 of a joint stock company, there shall be delivered to the registrar of companies the following documents— a a statement in the prescribed form specifying the name with which the company is proposed to be registered, b a list in the prescribed form showing the names and addresses of all persons who on a day named in the list (not more than 28 clear days before the day of registration) were members of the company, with the addition of the shares or stock held by them respectively (distinguishing, in cases where the shares are numbered, each share by its number), and c a copy of any Act of Parliament, royal charter, letters patent, deed or settlement, contract of copartnery or other instrument constituting or regulating the company. 2 If the company is intended to be registered as a limited company, there shall also be delivered to the registrar of companies a statement in the prescribed form specifying the following particulars— a the nominal share capital of the company and the number of shares into which it is divided, or the amount of stock of which it consists, and b the number of shares taken and the amount paid on each share. Registration of joint stock company as public company. 685 1 A joint stock company applying to be registered under section 680 as a company limited by shares may, subject to— a satisfying the conditions set out in section 44(2)(a) and (b) (where applicable) and section 45(2) to (4) as applied by this section, and b complying with subsection (4) below, apply to be so registered as a public company. 2 Sections 44 and 45 apply for this purpose as in the case of a private company applying to be re-registered under section 43, but as if a reference to the special resolution required by section 43 were to the joint stock company’s resolution that it be a public company. 3 The resolution may change the company’s name by deleting the word “company” or the words “and company”, or its or their equivalent in Welsh (“cwmni”, “a’r cwmni”), including any abbreviation of them. 4 The joint stock company’s application shall be made in the form prescribed for the purpose, and shall be delivered to the registrar of companies together with the following documents (as well as those required by section 684), namely— a a copy of the resolution that the company be a public company, b a copy of a written statement by an accountant with the appropriate qualifications that in his opinion a relevant balance sheet shows that at the balance sheet date the amount of the company’s net assets was not less than the aggregate of its called up share capital and undistributable reserves, c a copy of the relevant balance sheet, together with a copy of an unqualified report (by an accountant with such qualifications) in relation to that balance sheet, d a copy of any valuation report prepared under section 44(2)(b) as applied by this section, and e subject to subsection (4A), a statutory declaration in the prescribed form by a director or secretary of the company— i that the conditions set out in section 44(2)(a) and (b) (where applicable) and section 45(2) to (4) have been satisfied, and ii that, between the balance sheet date referred to in paragraph (b) of this subsection and the joint stock company’s application, there has been no change in the company’s financial position that has resulted in the amount of its net assets becoming less than the aggregate of its called up share capital and undistributable reserves. 4A In place of the statutory declaration referred to in paragraph (e) of subsection (4), there may be delivered to the registrar of companies using electronic communications a statement made by a director or secretary of the company as to the matters set out in sub-paragraphs (i) and (ii) of that paragraph. 5 The registrar may accept a declaration under subsection (4)(e) or statement under subsection (4A) as sufficient evidence that the conditions referred to in that paragraph have been satisfied. 6 In this section— “ accountant with the appropriate qualifications ” means a person who would be eligible for appointment as the company’s auditor, if it were a company registered under this Act, “ relevant balance sheet ” means a balance sheet prepared as at a date not more that 7 months before the joint stock company’s application to be registered as a public company limited by shares, and “ undistributable reserves ” has the meaning given by section 831(4) of the Companies Act 2006 ; and section 46 applies (with necessary modifications) for the interpretation of the reference in subsection (4)(c) above to an unqualified report by the accountant. 6A Any person who makes a false statement under subsection (4A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both. Other requirements for registration. 686 1 Before the registration in pursuance of this Chapter of any company (not being a joint stock company), there shall be delivered to the registrar of companies— a a statement in the prescribed form specifying the name with which the company is proposed to be registered, b a list showing with respect to each director or manager of the company— i in the case of an individual, his name, address, occupation and date of birth, ii in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office, c a copy of any Act of Parliament, letters patent, deed of settlement, contract of copartnery or other instrument constituting or regulating the company, and d in the case of a company intended to be registered as a company limited by guarantee, a copy of the resolution declaring the amount of the guarantee. 1A For the purposes of subsection (1)(b)(i) a person’s “name” means his Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them. 2 Subject to subsection (2A), the lists of members and directors and any other particulars relating to the company which are required by this Chapter to be delivered to the registrar shall be verified by a statutory declaration in the prescribed form made by any two or more directors or other principal officers of the company. 2A In place of the statutory declaration referred to in subsection (2), there may be delivered to the registrar of companies using electronic communications a statement made by any two or more directors or other principal officers of the company verifying the matters set out in that subsection. 3 The registrar may require such evidence as he thinks necessary for the purpose of satisfying himself whether a company proposing to be registered is or is not a joint stock company as defined by section 683. 3A Any person who makes a false statement under subsection (2A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both. Name of company registering. 687 1 The following applies with respect to the name of a company registering under this Chapter (whether a joint stock company or not). 2 If the company is to be registered as a public company, its name must end with the words “public limited company” or, if it is stated that the company’s registered office is to be situated in Wales, with those words or their equivalent in Welsh (“cwmni cyfyngedig cyhoeddus”); and those words or that equivalent may not be preceded by the word “limited” or its equivalent in Welsh (“cyfyngedig”). 3 In the case of a company limited by shares or by guarantee (not being a public company), the name must have “limited” as its last word (or, if the company’s registered office is to be situated in Wales, “cyfyngedig”); but this is subject to section 30 (exempting a company, in certain circumstances, from having “limited” as part of the name). 4 If the company is registered with limited liability, then any additions to the company’s name set out in the statements delivered under section 684(1)(a) or 686(1)(a) shall form and be registered as the last part of the company’s name. Certificate of registration under this Chapter. 688 1 On compliance with the requirements of this Chapter with respect to registration, the registrar of companies shall give a certificate (which may be signed by him, or authenticated by his official seal) that the company applying for registration is incorporated as a company under this Act and, in the case of a limited company, that it is limited. 2 On the issue of the certificate, the company shall be so incorporated; and a banking company in Scotland so incorporated is deemed a bank incorporated, constituted or established by or under Act of Parliament. 3 The certificate is conclusive evidence that the requirements of this Chapter in respect of registration, and of matters precedent and incidental to it, have been complied with. 4 Where on an application by a joint stock company to register as a public company limited by shares the registrar of companies is satisfied that the company may be registered as a public company so limited, the certificate of incorporation given under this section shall state that the company is a public company; and that statement is conclusive evidence that the requirements of section 685 have been complied with and that the company is a public company so limited. Effect of registration. 689 Schedule 21 to this Act has effect with respect to the consequences of registration under this Chapter, the vesting of property, savings for existing liabilities, continuation of existing actions, status of the company following registration, and other connected matters. Power to substitute memorandum and articles for deed of settlement. 690 1 Subject as follows, a company registered in pursuance of this Chapter may by special resolution alter the form of its constitution by substituting a memorandum and articles for a deed of settlement. 2 The provisions of sections 4 to 6 of this Act with respect to applications to the court for cancellation of alterations of the objects of a company and matters consequential on the passing of resolutions for such alterations (so far as applicable) apply, but with the following modifications— a there is substituted for the printed copy of the altered memorandum required to be delivered to the registrar of companies a printed copy of the substituted memorandum and articles, and b on the delivery to the registrar of the substituted memorandum and articles or the date when the alteration is no longer liable to be cancelled by order of the court (whichever is the later)— i the substituted memorandum and articles apply to the company in the same manner as if it were a company registered under Part I with that memorandum and those articles, and ii the company’s deed of settlement ceases to apply to the company. 3 An alteration under this section may be made either with or without alteration of the company’s objects. 4 In this section “ deed of settlement ” includes any contract of copartnery or other instrument constituting or regulating the company, not being an Act of Parliament, a royal charter or letters patent. Part XXIII Oversea Companies Chapter I Registration, Etc. Branch registration under the Eleventh Company Law Directive ( 89/666/ EEC ). 690A 1 This section applies to any limited company which— a is incorporated outside the United Kingdom and Gibraltar, and b has a branch in Great Britain. 2 Schedule 21A to this Act (Branch registration under the Eleventh Company Law Directive ( 89/666/EEC )) shall have effect in relation to any company to which this section applies. Scope of sections 691 and 692. 690B Sections 691 and 692 shall not apply to any limited company which— a is incorporated outside the United Kingdom and Gibraltar, and b has a branch in the United Kingdom. Documents to be delivered to registrar. 691 1 When a company incorporated outside Great Britain establishes a place of business in Great Britain, it shall within one month of doing so deliver to the registrar of companies for registration— a a certified copy of the charter, statutes or memorandum and articles of the company or other instrument constituting or defining the company’s constitution, and, if the instrument is not written in the English language, a certified translation of it; and b a return in the prescribed form containing— i a list of the company’s directors and secretary, containing (subject to subsection (5)). the particulars specified in the next subsection, ii a list of the names and addresses of some one or more persons resident in Great Britain authorised to accept on the company’s behalf service of process and any notices required to be served on it, iii a list of the documents delivered in compliance with paragraph (a) of this subsection, and iv subject to subsection (3A), a statutory declaration (made by a director or secretary of the company or by any person whose name and address are given in the list required by sub-paragraph (ii)), stating the date on which the company’s place of business in Great Britain was established. 2 The list referred to in subsection (1)(b)(i) shall contain the following particulars with respect to each director— a in the case of an individual— i his name, ii any former name, iii his usual residential address, iv his nationality, v his business occupation (if any), vi if he has no business occupation but holds other directorships, particulars of them, and vii his date of birth; b in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office. 3 The list referred to in subsection (1)(b)(i) shall contain the following particulars with respect to the secretary (or, where there are joint secretaries, with respect to each of them)— a in the case of an individual, his name, any former name and his usual residential address; b in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office. Where all the partners in a firm are joint secretaries of the company, the name and principal office of the firm may be stated instead of the particulars required by paragraph (a). 3A In place of the statutory declaration referred to in sub-paragraph (iv) of paragraph (b) of subsection (1), there may be delivered to the registrar of companies using electronic communications a statement made by any person by whom the declaration could have been made stating the date on which the company’s place of business in Great Britain was established. 4 In subsections (2)(a) and (3)(a) above— a “name” means a person’s Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname, or in addition to either or both of them; and b the reference to a former name does not include— i in the case of a peer, or an individual normally known by a British title, the name by which he was known previous to the adoption of or succession to the title, or ii in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more, or iii in the case of a married woman, the name by which she was known previous to the marriage. 4A Any person who makes a false statement under subsection (3A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both. 5 Where a confidentiality order made under section 723B is in force in respect of a director or secretary required to be specified in the list under subsection (1)(b)(i)— a if the order is in respect of a director, subsection (2) has effect in respect of that director as if the reference in subsection (2)(a)(iii) to his usual residential address were a reference to the address for the time being notified by him to the company under regulations made under sections 723B to 723F; b if the order is in respect of a secretary, subsection (3) has effect in respect of that secretary as if the reference in subsection (3)(a) to his usual residential address were a reference to the address for the time being notified by him to the company under such regulations; and c in either case the company shall deliver to the registrar, in addition to the return required by subsection (1), a return in the prescribed form containing the usual residential address of the director or secretary to whom the confidentiality order relates, and any such return shall be delivered to the registrar within one month of the company establishing a place of business in Great Britain. Registration of altered particulars. 692 1 If any alteration is made in— a the charter, statutes, or memorandum and articles of an oversea company or any such instrument as is mentioned above, or b the directors or secretary of an oversea company or the particulars contained in the list of the directors and secretary, or c the names or addresses of the persons authorised to accept service on behalf of an oversea company, the company shall, within the time specified below, deliver to the registrar of companies for registration a return containing the prescribed particulars of the alteration. 1A If an individual in respect of whom a confidentiality order under section 723B is in force becomes a director or secretary of an oversea company— a the return required to be delivered to the registrar under subsection (1) shall contain the address for the time being notified by the director or secretary to the company under regulations made under sections 723B to 723F, but shall not contain his usual residential address; and b with that return the company shall deliver to the registrar a return in the prescribed form containing the usual residential address of that director or secretary. 1B If a confidentiality order under section 723B is made in respect of an existing director or secretary of an oversea company, the company shall within the time specified below deliver to the registrar of companies for registration a return in the prescribed form containing the address for the time being notified to it by the director or secretary under regulations made under sections 723B to 723F. 1C If while a confidentiality order made under section 723B is in force in respect of a director or secretary of an oversea company there is an alteration in his usual residential address, the company shall within the time specified below deliver to the registrar of companies for registration a return in the prescribed form containing the new address. 2 If any change is made in the corporate name of an oversea company, the company shall, within the time specified below, deliver to the registrar of companies for registration a return containing the prescribed particulars of the change. 3 The time for delivery of the returns required by subsections (1) , (1B), (1C) and (2) is— a in the case of an alteration to which subsection (1)(c) applies, 21 days after the making of the alteration, and b otherwise, 21 days after the date on which notice of the alteration or change in question could have been received in Great Britain in due course of post (if despatched with due diligence). Change in registration regime. 692A 1 Where a company ceases to be a company to which section 690A applies and, immediately after ceasing to be such a company— a continues to have in Great Britain a place of business which it had immediately before ceasing to be such a company, and b does not have a branch in Northern Ireland, it shall be treated for the purposes of section 691 as having established the place of business on the date when it ceased to be a company to which section 690A applies. 2 Where a limited company incorporated outside the United Kingdom and Gibraltar— a ceases to have a branch in Northern Ireland, and b both immediately before and immediately after ceasing to do so, has a place of business, but not a branch, in Great Britain, it shall be treated for the purposes of section 691 as having established the place of business on the date when it ceased to have a branch in Northern Ireland. 3 Where a company— a becomes a company to which section 690A applies, b immediately after becoming such a company, has in a part of Great Britain an established place of business but no branch, and c immediately before becoming such a company, had an established place of business in that part, sections 691 and 692 shall, in relation to that part, continue to apply to the company (notwithstanding section 690B) until such time as it gives notice to the registrar for that part that it is a company to which that section applies. 4 Schedule 21B to this Act (transitional provisions in relation to change in registration regime) shall have effect. Obligation to state name and other particulars. 693 1 Every oversea company shall— a in every prospectus inviting subscriptions for its shares or debentures in Great Britain, state the country in which the company is incorporated, b conspicuously exhibit on every place where it carries on business in Great Britain the company’s name and the country in which it is incorporated, c cause the company’s name and the country in which it is incorporated to be stated in legible characters in all bill-heads and letter paper, and in all notices and other official publications of the company, and d if the liability of the members of the company is limited, cause notice of that fact to be stated in legible characters in every such prospectus as above mentioned and in all bill-heads, letter paper, notices and other official publications of the company in Great Britain, and to be affixed on every place where it carries on its business. 2 Every company to which section 690A applies shall, in the case of each branch of the company registered under paragraph 1 of Schedule 21A, cause the following particulars to be stated in legible characters in all letter paper and order forms used in carrying on the business of the branch— a the place of registration of the branch, and b the registered number of the branch. 3 Every company to which section 690A applies, which is not incorporated in a Member State and which is required by the law of the country in which it is incorporated to be registered shall, in the case of each branch of the company registered under paragraph 1 of Schedule 21A, cause the following particulars to be stated in legible characters in all letter paper and order forms used in carrying on the business of the branch— a the identity of the registry in which the company is registered in its country of incorporation, and b the number with which it is registered. 4 Every company to which section 690A applies and which is not incorporated in a Member State shall, in the case of each branch of the company registered under paragraph 1 of Schedule 21A, cause the following particulars to be stated in legible characters in all letter paper and order forms used in carrying on the business of the branch— a the legal form of the company, b the location of its head office, and c if applicable, the fact that it is being wound up. Regulation of oversea companies in respect of their names. 694 1 If it appears to the Secretary of State that the corporate name of an oversea company is a name by which the company, had it been formed under this Act, would on the relevant date (determined in accordance with subsections (3A) and (3B)) have been precluded from being registered by section 26 either— a because it falls within subsection (1) of that section, or b if it falls within subsection (2) of that section, because the Secretary of State would not approve the company’s being registered with that name, the Secretary of State may serve a notice on the company, stating why the name would not have been registered. 2 If the corporate name of an oversea company is in the Secretary of State’s opinion too like a name appearing on the relevant date in the index of names kept by the registrar of companies under section 714 or which should have appeared in that index on that date, or is the same as a name which should have so appeared, the Secretary of State may serve a notice on the company specifying the name in the index which the company’s name is too like or which is the same as the company’s name. 3 No notice shall be served on a company under subsection (1) or (2) later than 12 months after the relevant date . . . 3A For the purposes of subsections (1) to (3), the relevant date, in relation to a company, is the date on which it has complied with paragraph 1 of Schedule 21A or section 691(1) or, if there is more than one such date, the first date on which it has complied with that paragraph or that subsection since becoming an oversea company. 3B But where the company’s corporate name has changed since the date ascertained in accordance with subsection (3A), the relevant date is the date on which the company has, in respect of the change or, if more than one, the latest change, complied with paragraph 7(1) of Schedule 21A or section 692(2), as the case may be. 4 An oversea company on which a notice is served under subsection (1) or (2)— a may deliver to the registrar of companies for registration a statement in the prescribed form specifying a name approved by the Secretary of State other than its corporate name under which it proposes to carry on business in Great Britain, and b may, after that name has been registered, at any time deliver to the registrar for registration a statement in the prescribed form specifying a name approved by the Secretary of State (other than its corporate name) in substitution for the name previously registered. 5 The name by which an oversea company is for the time being registered under subsection (4) is, for all purposes of the law applying in Great Britain (including this Act and the Business Names Act 1985), deemed to be the company’s corporate name; but— a this does not affect references to the corporate name in this section, or any rights or obligations of the company, or render defective any legal proceedings by or against the company, and b any legal proceedings that might have been continued or commenced against the company by its corporate name or its name previously registered under this section may be continued or commenced against it by its name for the time being so registered. 6 An oversea company on which a notice is served under subsection (1) or (2) shall not at any time after the expiration of 2 months from the service of that notice (or such longer period as may be specified in that notice) carry on business in Great Britain under its corporate name. Nothing in this subsection or in section 697(2) (which imposes penalties for its contravention) invalidates any transaction entered into by the company. 7 The Secretary of State may withdraw a notice served under subsection (1) or (2) at any time before the end of the period mentioned in subsection (6); and that subsection does not apply to a company served with a notice which has been withdrawn. Service of documents: companies to which section 690A applies. 694A 1 This section applies to any company to which section 690A applies. 2 Any process or notice required to be served on a company to which this section applies in respect of the carrying on of the business of a branch registered by it under paragraph 1 of Schedule 21A is sufficiently served if— a addressed to any person whose name has, in respect of the branch, been delivered to the registrar as a person falling within paragraph 3(e) of that Schedule, and b left at or sent by post to the address for that person which has been so delivered. 3 Where— a a company to which this section applies makes default, in respect of a branch, in delivering to the registrar the particulars mentioned in paragraph 3(e) of Schedule 21A, or b all the persons whose names have, in respect of a branch, been delivered to the registrar as persons falling within paragraph 3(e) of that Schedule are dead or have ceased to reside in Great Britain, or refuse to accept service on the company’s behalf, or for any reason cannot be served, a document may be served on the company in respect of the carrying on of the business of the branch by leaving it at, or sending it by post to, any place of business established by the company in Great Britain. 4 Where a company to which this section applies has more than one branch in Great Britain, any notice or process required to be served on the company which is not required to be served in respect of the carrying on of the business of one branch rather than another shall be treated for the purposes of this section as required to be served in respect of the carrying on of the business of each of its branches. Service of documents on oversea company. 695 1 Any process or notice required to be served on an oversea company to which section 691 applies is sufficiently served if addressed to any person whose name has been delivered to the registrar under preceding sections in this Part and left at or sent by post to the address which has been so delivered. 2 However— a where such a company makes default in delivering to the registrar the name and address of a person resident in Great Britain who is authorised to accept on behalf of the company service of process or notices, or b if at any time all the persons whose names and addresses have been so delivered are dead or have ceased so to reside, or refuse to accept service on the company’s behalf, or for any reason cannot be served, a document may be served on the company by leaving it at, or sending it by post to, any place of business established by the company in Great Britain. Registrar to whom documents to be delivered: companies to which section 690A applies. 695A 1 References to the registrar, in relation to a company to which section 690A applies, (except references in Schedule 21C) shall be construed in accordance with the following provisions. 2 The documents which a company is required to deliver to the registrar shall be delivered— a to the registrar for England and Wales, if required to be delivered in respect of a branch in England and Wales, and b to the registrar for Scotland, if required to be delivered in respect of a branch in Scotland. 3 If a company closes a branch in a part of Great Britain, it shall forthwith give notice of that fact to the registrar for that part; and from the date on which notice is so given it is no longer obliged to deliver documents to that registrar in respect of that branch. 4 In subsection (3) above, the reference to closing a branch in either part of Great Britain includes a reference to a branch ceasing to be situated in that part on becoming situated elsewhere. Office where documents to be filed. 696 1 Any document which an oversea company to which section 691 applies; is required to deliver to the registar of companies shall be delivered to the registrar at the registration office in England and Wales or Scotland, according to where the company has established a place of business. 2 If the company has established a place of business both in England and Wales and in Scotland, the document shall be delivered at the registration office both in England and Wales and in Scotland. 3 References in this Part (except references in Schedule 21C) to the registrar of companies , in relation to a company to which section 691 applies, are to be construed in accordance with the above subsections. 4 If an oversea company to which section 691 applies ceases to have a place of business in either part of Great Britain, it shall forthwith give notice of that fact to the registrar of companies for that part; and as from the date on which notice is so given the obligation of the company to deliver any document to the registrar ceases. Penalties for non-compliance. 697 1 If an oversea company fails to comply with any of sections 691 to 693 and 696, the company, and every officer or agent of the company who knowingly and wilfully authorises or permits the default, is liable to a fine and, in the case of a continuing offence, to a daily default fine for continued contravention. 2 If an oversea company contravenes section 694(6), the company and every officer or agent of it who knowingly and wilfully authorises or permits the contravention is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine. 3 if an oversea company fails to comply with section 695A or Schedule 21A, the company, and every officer or agent of the company who knowingly and wilfully authorises or permits the default, is liable to a fine and, in the case of a continuing offence, to a daily default fine for continued contravention Definitions . . .. 698 1 For purposes of this Chapter— “ certified ” means certified in the prescribed manner to be a true copy or a correct translation; “ director ”, in relation to an oversea company, includes shadow director; and “ secretary ” includes any person occupying the position of secretary by whatever name called. 2 For the purposes of this Part (except section 699A and Schedule 21C): a where a branch comprises places of business in more than one part of the United Kingdom, the branch shall be treated as being situated in that part of the United Kingdom where its principal place of business is situated; and b “branch” means a branch within the meaning of the Council Directive concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State (the Eleventh Company Law Directive, 89/666/EEC ) Channel Islands and Isle of Man companies. 699 1 With the exceptions specified in subsection (3) below, the provisions of this Act and the Companies Act 2006 requiring documents to be forwarded or delivered to or filed with the registrar of companies and applying to companies formed and registered under Part I apply also (if they would not otherwise) to an oversea company to which section 691 applies incorporated in the Channel Islands or the Isle of Man. 2 Those provisions apply to such a company— a if it has established a place of business in England and Wales, as if it were registered in England and Wales, b if it has established a place of business in Scotland, as if it were registered in Scotland, and c if it has established a place of business both in England and Wales and in Scotland, as if it were registered in both England and Wales and Scotland, with such modifications as may be necessary and, in particular, apply in a similar way to documents relating to things done outside Great Britain as if they had been done in Great Britain. 3 The exceptions are— section 6(1) (resolution altering company’s objects), section 18 (alteration of memorandum or articles by statute or statutory instrument), section 441 of the Companies Act 2006 (directors’ duty to file accounts), section 288(2) (notice to registrar of change of directors or secretary), and Chapter 3 of Part 3 of the Companies Act 2006 (resolutions and agreements affecting a company's constitution) , so far as applicable to a resolution altering a company’s memorandum or articles. Chapter II Delivery of Accounts and Reports Credit and financial institutions to which the Bank Branches Directive ( 89/117/EEC ) applies. 699A 1 This section applies to any credit or financial institution— a which is incorporated or otherwise formed outside the United Kingdom and Gibraltar, b whose head office is outside the United Kingdom and Gibraltar, and c which has a branch in Great Britain. 2 Schedule 21C (delivery of accounts and reports) shall have effect in relation to any institution to which this section applies. 3 In this section— “branch”, in relation to a credit or financial institution, means a place of business which forms a legally dependent part of the institution and which conducts directly all or some of the operations inherent in its business; “credit institution” means a credit institution as defined in Article 4(1)(a) of Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions, that is to say an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account; “financial institution”means a financial institution within the meaning of Article 1 of the Council Directive on the obligations of branches established in a Member State of credit and financial institutions having their head offices outside that Member State regarding the publication of annual accounting documents (the Bank Branches Directive, 89/117/EEC ); and “undertaking” has the same meaning as in Part VII. Companies to which the Eleventh Company Law Directive applies. 699AA 1 This section applies to any limited company which— a is incorporated outside the United Kingdom and Gibraltar, b has a branch in Great Britain, and c is not an institution to which section 699A applies. 2 Schedule 21D to this Act (delivery of accounts and reports) shall have effect in relation to any company to which this section applies. Scope of sections 700 to 703. 699B Sections 700 to 703 shall not apply to any institution to which section 699A applies or to any limited company which is incorporated outside the United Kingdom and Gibraltar and has a branch in the United Kingdom . Preparation of accounts and reports by oversea companies. 700 1 Every oversea company shall in respect of each financial year of the company prepare the like accounts and directors’ report, and cause to be prepared such an auditors’ report, as would be required if the company were formed and registered under this Act. 2 The Secretary of State may by order— a modify the requirements referred to in subsection (1) for the purpose of their application to oversea companies; b exempt an oversea company from those requirements or from such of them as may be specified in the order. 3 An order may make different provision for different cases or classes of case and may contain such incidental and supplementary provisions as the Secretary of State thinks fit. 4 An order under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament. Oversea company’s financial year and accounting reference periods. 701 1 Sections 390 to 392 of the Companies Act 2006 (financial year and accounting reference periods) apply to an oversea company, subject to the following modifications. 2 For the references to the incorporation of the company substitute references to the company establishing a place of business in Great Britain. 3 Omit section 392(3) (restriction on frequency with which current accounting reference period may be extended). Delivery to registrar of accounts and reports of oversea company. 702 1 An oversea company shall in respect of each financial year of the company deliver to the registrar copies of the accounts and reports prepared in accordance with section 700. If any document comprised in those accounts or reports is in a language other than English, the directors shall annex to the copy delivered a translation of it into English, certified in the prescribed manner to be a correct translation. 2 In relation to an oversea company the period allowed for delivering accounts and reports is 13 months after the end of the relevant accounting reference period. This is subject to the following provisions of this section. 3 If the relevant accounting reference period is the company’s first and is a period of more than 12 months, the period allowed is 13 months from the first anniversary of the company’s establishing a place of business in Great Britain. 4 If the relevant accounting period is treated as shortened by virtue of a notice given by the company under section 392 of the Companies Act 2006 (alteration of accounting reference date), the period allowed is that applicable in accordance with the above provisions or three months from the date of the notice under that section, whichever last expires. 5 If for any special reason the Secretary of State thinks fit he may, on an application made before the expiry of the period otherwise allowed, by notice in writing to an oversea company extend that period by such further period as may be specified in the notice. 6 In this section “ the relevant accounting reference period ” means the accounting reference period by reference to which the financial year for the accounts in question was determined. Penalty for non-compliance. 703 1 If the requirements of section 702(1) are not complied with before the end of the period allowed for delivering accounts and reports, or if the accounts and reports delivered do not comply with the requirements of this Act, the company and every person who immediately before the end of that period was a director of the company is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine. 2 It is a defence for a person charged with such an offence to prove that he took all reasonable steps for securing that the requirements in question would be complied with. 3 It is not a defence in relation to a failure to deliver copies to the registrar to prove that the documents in question were not in fact prepared as required by this Act. Chapter III Registration of Charges Introductory provisions. 703A 1 The provisions of this Chapter have effect for securing the registration in Great Britain of charges on the property of a registered oversea company. 2 Section 395(2) and (3) (meaning of “ charge ” and “ property ”) have effect for the purposes of this Chapter. 3 A “ registered oversea company ”, in relation to England and Wales or Scotland, means an oversea company which has duly delivered documents to the registrar for that part of Great Britain under section 691 and has not subsequently given notice to him under section 696(4) that it has ceased to have an established place of business in that part. 4 References in this Chapter to the registrar shall be construed in accordance with section 703E below and references to registration, in relation to a charge, are to registration in the register kept by him under this Chapter. Charges requiring registration. 703B 1 The charges requiring registration under this Chapter are those which if created by a company registered in Great Britain would require registration under Part XII of this Act. 2 Whether a charge is one requiring registration under this Chapter shall be determined— a in the case of a charge over property of a company at the date it delivers documents for registration under section 691, as at that date, b in the case of a charge created by a registered oversea company, as at the date the charge is created, and c in the case of a charge over property acquired by a registered oversea company, as at the date of the acquisition. 3 In the following provisions of this Chapter references to a charge are, unless the context otherwise requires, to a charge requiring registration under this Chapter. Where a charge not otherwise requiring registration relates to property by virtue of which it requires to be registered and to other property, the references are to the charge so far as it relates to property of the former description. The register. 703C 1 The registrar shall keep for each registered oversea company a register, in such form as he thinks fit, of charges on property of the company. 2 The register shall consist of a file containing with respect to each such charge the particulars and other information delivered to the registrar under or by virtue of the following provisions of this Chapter. 3 Section 397(3) to (5) (registrar’s certificate as to date of delivery of particulars) applies in relation to the delivery of any particulars or other information under this Chapter. Company’s duty to deliver particulars of charges for registration. 703D 1 If when an oversea company delivers documents for registration under section 691 any of its property is situtated in Great Britain and subject to a charge, it is the company’s duty at the same time to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration. 2 Where a registered oversea company— a creates a charge on property situated in Great Britain, or b acquires property which is situated in Great Britain and subject to a charge, it is the company’s duty to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration within 21 days after the date of the charge’s creation or, as the case may be, the date of the acquisition. This subsection does not apply if the property subject to the charge is at the end of that period no longer situated in Great Britain. 3 Where the preceding subsections do not apply and property of a registered oversea company is for a continuous period of four months situated in Great Britain and subject to a charge, it is the company’s duty before the end of that period to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration. 4 Particulars of a charge required to be delivered under subsections (1), (2) or (3) may be delivered for registration by any person interested in the charge. 5 If a company fails to comply with subsection (1), (2) or (3), then, unless particulars of the charge have been delivered for registration by another person, the company and every officer of it who is in default is liable to a fine. 6 Section 398(2), (4) and (5) (recovery of fees paid in connection with registration, filing of particulars in register and sending of copy of particulars filed and note as to date) apply in relation to particulars delivered under this Chapter. Registrar to whom particulars, &c. to be delivered. 703E 1 The particulars required to be delivered by section 703D(1) (charges over property of oversea company becoming registered in a part of Great Britain) shall be delivered to the registrar to whom the documents are delivered under section 691. 2 The particulars required to be delivered by section 703D(2) or (3) (charges over property of registered oversea company) shall be delivered— a if the company is registered in one part of Great Britain and not in the other, to the registrar for the part in which it is registered, and b if the company is registered in both parts of Great Britain but the property subject to the charge is situated in one part of Great Britain only, to the registrar for that part; and in any other case the particulars shall be delivered to the registrars for both parts of Great Britain. 3 Other documents required or authorised by virtue of this Chapter to be delivered to the registrar shall be delivered to the registrar or registrars to whom particulars of the charge to which they relate have been, or ought to have been, delivered. 4 If a company gives notice under section 696(4) that it has ceased to have an established place of business in either part of Great Britain, charges over property of the company shall cease to be subject to the provisions of this Chapter, as regards registration in that part of Great Britain, as from the date on which notice is so given. This is without prejudice to rights arising by reason of events occurring before that date. Effect of failure to deliver particulars, late delivery and effect of errors and omissions. 703F 1 The following provisions of Part XII— a section 399 (effect of failure to deliver particulars), b section 400 (late delivery of particulars), and c section 402 (effect of errors and omissions in particulars delivered), apply, with the following modifications, in relation to a charge created by a registered oversea company of which particulars are required to be delivered under this Chapter. 2 Those provisions do not apply to a charge of which particulars are required to be delivered under section 703D(1) (charges existing when company delivers documents under section 691). 3 In relation to a charge of which particulars are required to be delivered under section 703D(3) (charges registrable by virtue of property being within Great Britain for requisite period), the references to the period of 21 days after the charge’s creation shall be construed as references to the period of four months referred to in that subsection. Delivery of further particulars or memorandum. 703G Sections 401 and 403 (delivery of further particulars and memorandum of charge ceasing to affect company’s property) apply in relation to a charge of which particulars have been delivered under this Chapter. Further provisions with respect to voidness of charges. 703H 1 The following provisions of Part XII apply in relation to the voidness of a charge by virtue of this Chapter— a section 404 (exclusion of voidness as against unregistered charges), b section 405 (restrictions on cases in which charge is void), c section 406 (effect of exercise of power of sale), and d section 407 (effect of voidness on obligation secured). 2 In relation to a charge of which particulars are required to be delivered under section 703D(3) (charges registrable by virtue of property being within Great Britain for requisite period), the reference in section 404 to the period of 21 days after the charge’s creation shall be construed as a reference to the period of four months referred to in that subsection. Additional information to be registered. 703I 1 Section 408 (particulars of taking up of issue of debentures) applies in relation to a charge of which particulars have been delivered under this Chapter. 2 Section 409 (notice of appointment of receiver or manager) applies in relation to the appointment of a receiver or manager of property of a registered oversea company. 3 Regulations under section 410 (notice of crystallisation of floating charge, &c.) may apply in relation to a charge of which particulars have been delivered under this Chapter; but subject to such exceptions, adaptations and modifications as may be specified in the regulations. Copies of instruments and register to be kept by company. 703J 1 Sections 411 and 412 (copies of instruments and register to be kept by company) apply in relation to a registered oversea company and any charge over property of the company situated in Great Britain. 2 They apply to any charge, whether or not particulars are required to be delivered to the registrar. 3 In relation to such a company the references to the company’s registered office shall be construed as references to its principal place of business in Great Britain. Power to make further provision by regulations. 703K 1 The Secretary of State may by regulations make further provision as to the application of the provisions of this Chapter, or the provisions of Part XII applied by this Chapter, in relation to charges of any description specified in the regulations. 2 The regulations may apply any provisions of regulations made under section 413 (power to make further provision with respect to application of Part XII) or make any provision which may be made under that section with respect to the application of provisions of Part XII. Provisions as to situation of property. 703L 1 The following provisions apply for determining for the purposes of this Chapter whether a vehicle which is the property of an oversea company is situated in Great Britain— a a ship, aircraft or hovercraft shall be regarded as situated in Great Britain if, and only if, it is registered in Great Britain; b any other description of vehicle shall be regarded as situated in Great Britain on a day if, and only if, at any time on that day the management of the vehicle is directed from a place of business of the company in Great Britain; and for the purposes of this Chapter a vehicle shall not be regarded as situated in one part of Great Britain only. 2 For the purposes of this Chapter as it applies to a charge on future property, the subject-matter of the charge shall be treated as situated in Great Britain unless it relates exclusively to property of a kind which cannot, after being acquired or coming into existence, be situated in Great Britain; and references to property situated in a part of Great Britain shall be similarly construed. Other supplementary provisions. 703M 1 The following provisions of Part XII apply for the purposes of this Chapter— a section 414 (construction of references to date of creation of charge), b section 415 (prescribed particulars and related expressions), c section 416 (notice of matters disclosed on the register), d section 417 (power of court to dispense with signature), e section 418 (regulations) and f section 419 (minor definitions). Index of defined expressions. 703N The following Table shows the provisions of this Chapter and Part XII defining or otherwise explaining expressions used in this Chapter (other than expressions used only in the same section)— charge sections 703A(2), 703B(3) and 395(2) charge requiring registration sections 703B(1) and 396 creation of charge sections 703M(f) and 419(2) date of acquisition (of property by a company) sections 703M(f) and 419(3) date of creation of charge sections 703M(a) and 414 property sections 703A(2) and 395(2) registered oversea company section 703A(3) registrar and registration in relation to a charge sections 703A(4) and 703E situated in Great Britain in relation to vehicles section 703L(1) in relation to future property section 703L(2) CHAPTER IV WINDING UP ETC. Scope of Chapter. 703O This Chapter applies to any company to which section 690A applies. Particulars to be delivered to the registrar: winding up. 703P 1 Subject to subsection (8), where a company to which this Chapter applies is being wound up, it shall deliver to the registrar for registration a return in the prescribed form containing the following particulars— a the name of the company; b whether the company is being wound up by an order of a court and, if so, the name and address of the court and the date of the order; c if the company is not being so wound up, as a result of what action the winding up has commenced; d whether the winding up has been instigated by: i the company’s members; ii the company’s creditors; or iii some other person or persons, and, in the case of (iii) the identity of that person or those persons shall be given; and e the date on which the winding up became or will become effective. 2 The period allowed for delivery of a return under subsection (1) above is 14 days from the date on which the winding up begins. 3 Subject to subsection (8), a person appointed to be the liquidator of a company to which this Chapter applies shall deliver to the registrar for registration a return in the prescribed form containing the following particulars— a his name and address, b the date of his appointment, and c a description of such of his powers, if any, as are derived otherwise than from the general law or the company’s constitution. 4 The period allowed for delivery of a return under subsection (3) above is 14 days from the date of the liquidator’s appointment. 5 Subject to subsection (8), the liquidator of a company to which this Chapter applies shall deliver to the registrar for registration a return in the prescribed form upon the occurrence of the following events— a the termination of the winding up of the company, and b the company ceasing to be registered, in circumstances where ceasing to be registered is an event of legal significance. The following particulars shall be given: i in the case of (a), the name of the company and the date on which the winding up terminated; and ii in the case of (b), the name of the company and the date on which the company ceased to be registered. 6 The period allowed for delivery of a return under subsection (5) is 14 days from the date of the event concerned. 7 The obligation to deliver a return under subsection (1), (3) or (5) above shall apply in respect of each branch which the company has in Great Britain (though where the company has more than one branch in a part of Great Britain a return which gives the branch numbers of two or more such branches is to be regarded as a return in respect of each branch whose number is given). 8 No return is required under subsection (1), (3), or (5) above in respect of a winding up under Part V of the Insolvency Act 1986. Particulars to be delivered to the registrar: insolvency proceedings etc. 703Q 1 Where a company to which this Chapter applies becomes subject to any of the following proceedings (other than proceedings for the winding up of the company), that is to say, insolvency proceedings or an arrangement or composition or any analogous proceedings, it shall deliver to the registrar for registration a return in the prescribed form containing the following particulars— a the name of the company; b whether the proceedings are by order of a court and, if so, the name and address of the court and the date of the order; c if the proceedings are not by order of a court, as a result of what action the proceedings have been commenced; d whether the proceedings have been instigated by: i the company’s members; ii the company’s creditors; or iii some other person or persons, and, in the case of (iii) the identity of that person or those persons shall be given; and e the date on which the proceedings became or will become effective. 2 Where a company to which this Chapter applies ceases to be subject to any of the proceedings mentioned in subsection (1) it shall deliver to the registrar for registration a return in the prescribed form containing the following particulars: a the name of the company; and b the date on which it ceased to be subject to the proceedings. 3 The period allowed for delivery of a return under subsection (1) or (2) is 14 days from the date on which the company becomes subject, or (as the case may be) ceases to be subject to the proceedings concerned. 4 The obligation to deliver a return under subsection (1) or (2) shall apply in respect of each branch which the company has in Great Britain (though where the company has more than one branch in a part of Great Britain a return which gives the branch numbers of two or more such branches is to be regarded as a return in respect of each branch whose number is given). Penalty for non-compliance 703R 1 If a company fails to comply with section 703P(1) or 703Q(1) or (2) within the period allowed for compliance, it, and every person who immediately before the end of that period was a director of it, is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine. 2 If a liquidator fails to comply with section 703P(3) or (5) within the period allowed for compliance, he is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine. 3 It is a defence for a person charged with an offence under this section to prove that he took all reasonable steps for securing compliance with the requirements concerned. Part XXIV The Registrar of Companies, His Functions and Offices Registration offices. 704 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Companies’ registered numbers. 705 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Registration of branches of oversea companies. 705A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delivery to the registrar of documents in legible form. 706 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 707 The keeping of company records by the registrar. 707A 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delivery to the registrar using electronic communications 707B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fees payable to registrar. 708 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inspection, &c. of records kept by the registrar. 709 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certificate of incorporation. 710 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision and authentication by registrar of documents in non-legible form. 710A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Documents relating to Welsh companies. 710B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Public notice by registrar of receipt and issue of certain documents. 711 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exclusion of deemed notice. 711A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 712 Enforcement of company’s duty to make returns. 713 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Registrar’s index of company and corporate names. 714 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 715 Interpretation. 715A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part XXV Miscellaneous and Supplementary Provisions Prohibition of partnerships with more than 20 members. 716 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Limited partnerships: limit on number of members. 717 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unregistered companies. 718 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power of company to provide for employees on cessation or transfer of business. 719 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certain companies to publish periodical statement. 720 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Production and inspection of books where offence suspected. 721 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form of company registers, etc. 722 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Use of computers for company records. 723 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Obligations of company as to inspection of registers, &c. 723A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Confidentiality orders 723B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of confidentiality orders 723C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction of sections 723B and 723C 723D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sections 723B and 723C: offences 723E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Regulations under sections 723B to 723E 723F . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 724 Service of documents. 725 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Costs and expenses in actions by certain limited companies. 726 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Where in Scotland a limited company is pursuer in an action or other legal proceeding, the court having jurisdiction in the matter may, if it appears by credible testimony that there is reason to believe that the company will be unable to pay the defender’s expenses if successful in his defence, order the company to find caution and sist the proceedings until caution is found. Power of court to grant relief in certain cases. 727 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Enforcement of High Court orders. 728 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual report by Secretary of State. 729 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Punishment of offences. 730 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Meaning of “officer in default” 730A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Summary proceedings. 731 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prosecution by public authorities. 732 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Offences by bodies corporate. 733 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Criminal proceedings against unincorporated bodies. 734 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part XXVI Interpretation “Company”, etc. 735 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Relationship of this Act to Insolvency Act. 735A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Relationship of this Act to Parts IV and V of the Financial Services Act 1986. 735B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “Subsidiary”, “holding company” and “wholly-owned subsidiary”. 736 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions supplementing s. 736. 736A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power to amend ss. 736 and 736A. 736B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “Called-up share capital”. 737 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “Allotment” and “paid up”. 738 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “Non-cash asset”. 739 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “Body corporate” and “corporation”. 740 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “Director” and “shadow director”. 741 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expressions used in connection with accounts. 742 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Meaning of “offer to the public” 742A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Meaning of “banking company” 742B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Meaning of “insurance company” and “authorised insurance company” 742C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “Employees’ share scheme”. 743 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Meaning of “office copy” in Scotland. 743A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expressions used generally in this Act. 744 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Index of defined expressions. 744A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part XXVII Final Provisions Northern Ireland. 745 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . “Bank of England” 745A In this Act references to the Bank of England do not include the Bank acting in its capacity as the Prudential Regulation Authority. Commencement. 746 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Citation. 747 This Act may be cited as the Companies Act 1985.