uk companies act

You will find below the key extracts from the UK Companies Act 2006 along with the full act. UK: Companies Act 2006 13 November 2007 . Act you have selected contains over [citation needed]. The seven codified duties are as follows: Although the changes to directors' duties were the most widely publicised (and controversial) feature of the legislation, the Act also affects directors in various other ways: The Act contains various provisions which affect all companies irrespective of their status: This change was made after intensive lobbying by the accounting profession in the United Kingdom. Ministers have suggested that one third of the Act simply restates the Companies Act 1985, one third modifies it, and one third is completely new. Under the Companies Act 2006, private companies that are not traded companies are not obliged to hold AGMs. 200 provisions and might take some time to download. A disclosure for the purpose of enabling or assisting a... A disclosure for the purpose of enabling or assisting an... A disclosure for the purpose of enabling or assisting the... A disclosure for the purpose of enabling or assisting—. This site additionally contains content derived from EUR-Lex, reused under the terms of the Commission Decision 2011/833/EU on the reuse of documents from the EU institutions. 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run. The Companies Act 2006 (c 46) is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. The main piece of legislation is the Companies Act 2006 (CA 06). Companies which are registered under the Act are, in general, required to maintain a register of people with significant control over the company (“PSC Register”). The first, provisional, stage cost £5 (equivalent to £504 in 2019) and did not confer corporate status, which arose after completing the second stage for another £5. The Act also removed the requirement for a private company to have a company secretary and provided companies with the ability to dispense with the requirement to hold an Annual General Meeting. 13. Section 172 of the UK Companies Act 2006 suggests every director must make a good faith effort to promote the success of the company. The Companies Act 0f 2006 mandates that accurate minutes of the meetings should be kept on file for 10 years. Define UK Companies Act 2006. means the United Kingdom Companies Act 2006 (as enacted at the date of adoption of these Articles, whether or not in force); Briefly, if the company concerned has distributable profits, then (a) there will be no distribution if the consideration for the asset exceeds its book value, or (b) if the consideration for the asset is less than the book value of the asset, then there will be a distribution of the amount equivalent to the difference. Under the Companies Act 2006, both emails and postal notices are deemed to be received 48 hours after sending, However, this position can be varied by the company's articles (section 1147, Companies Act 2006). Omit Article 257D (the reporting accountant). In section 249B (cases where exemptions not available)—. This page was last edited on 23 March 2021, at 22:46. Access essential accompanying documents and information for this legislation item from this tab. 7. In November 2006 a new Companies Act was passed intended to modernise and simplify British Company law. In Article 257B (cases where exemptions not available)—. Every company must keep accounting records which sufficiently show and explain the company’s transactions that (a) disclose with reasonable accuracy, at any time, the financial position of the company at that time, and (b) enable the directors to ensure that any balance sheet and profit and loss account prepared under this Part complies with the requirements … Introductory. The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. Minority rights have two key sources: statute (principally the Companies Act 2006 for companies incorporated in the UK) and contract. The process with regards to written resolutions was also amended so that only a 75% majority is needed for a written resolution to be passed. 5.Companies limited by guarantee and having share capital, 10.Statement of capital and initial shareholdings, 19.Power of Secretary of State to prescribe model articles, 23.Notice to registrar of existence of restriction on amendment of articles, 24.Statement of compliance where amendment of articles restricted, 25.Effect of alteration of articles on company’s members, 26.Registrar to be sent copy of amended articles, 27.Registrar’s notice to comply in case of failure with respect to amended articles, 28.Existing companies: provisions of memorandum treated as provisions of articles, Chapter 3 Resolutions and agreements affecting a company’s constitution, 29.Resolutions and agreements affecting a company’s constitution, 30.Copies of resolutions or agreements to be forwarded to registrar, Chapter 4 Miscellaneous and supplementary provisions, Other provisions with respect to a company’s constitution, 32.Constitutional documents to be provided to members, 34.Notice to registrar where company’s constitution altered by enactment, 35.Notice to registrar where company’s constitution altered by order, 36.Documents to be incorporated in or accompany copies of articles issued by company, 37.Right to participate in profits otherwise than as member void, 38.Application to single member companies of enactments and rules of law, Part 4 A company’s capacity and related matters, Capacity of company and power of directors to bind it, 40.Power of directors to bind the company, 41.Constitutional limitations: transactions involving directors or their associates, 42.Constitutional limitations: companies that are charities, Formalities of doing business under the law of England and Wales or Northern Ireland, 47.Execution of deeds or other documents by attorney, Formalities of doing business under the law of Scotland, 50.Official seal for share certificates etc, 51.Pre-incorporation contracts, deeds and obligations, 52.Bills of exchange and promissory notes, 54.Names suggesting connection with government or public authority, 56.Duty to seek comments of government department or other specified body, Chapter 2 Indications of company type or legal form, Required indications for limited companies, 60.Exemption from requirement as to use of “limited”, 61.Continuation of existing exemption: companies limited by shares, 62.Continuation of existing exemption: companies limited by guarantee, 63.Exempt company: restriction on amendment of articles, 64.Power to direct change of name in case of company ceasing to be entitled to exemption, Inappropriate use of indications of company type or legal form, 65.Inappropriate use of indications of company type or legal form, Similarity to other name on registrar’s index, 66.Name not to be the same as another in the index, 67.Power to direct change of name in case of similarity to existing name, 68.Direction to change name: supplementary provisions, Similarity to other name in which person has goodwill, 69.Objection to company’s registered name, 72.Decision of adjudicator to be made available to public, Chapter 4 Other powers of the Secretary of State, 75.Provision of misleading information etc, 79.Change of name by means provided for in company’s articles, 80.Change of name: registration and issue of new certificate of incorporation, 82.Requirement to disclose company name etc, 83.Civil consequences of failure to make required disclosure, 84.Criminal consequences of failure to make required disclosures, 85.Minor variations in form of name to be left out of account, 87.Change of address of registered office, Part 7 Re-registration as a means of altering a company’s status, 89.Alteration of status by re-registration, 90.Re-registration of private company as public, 93.Recent allotment of shares for non-cash consideration, 94.Application and accompanying documents, 96.Issue of certificate of incorporation on re-registration, 97.Re-registration of public company as private limited company, 98.Application to court to cancel resolution, 99.Notice to registrar of court application or order, 100.Application and accompanying documents, 101.Issue of certificate of incorporation on re-registration, Private limited company becoming unlimited, 102.Re-registration of private limited company as unlimited, 103.Application and accompanying documents, 104.Issue of certificate of incorporation on re-registration, Unlimited private company becoming limited, 105.Re-registration of unlimited company as limited, 106.Application and accompanying documents, 107.Issue of certificate of incorporation on re-registration, 108.Statement of capital required where company already has share capital, Public company becoming private and unlimited, 109.Re-registration of public company as private and unlimited, 110.Application and accompanying documents, 111.Issue of certificate of incorporation on re-registration, 114.Register to be kept available for inspection, 117.Register of members: response to request for inspection or copy, 118.Register of members: refusal of inspection or default in providing copy, 119.Register of members: offences in connection with request for or disclosure of information, 120.Information as to state of register and index, 121.Removal of entries relating to former members, 124.Company holding its own shares as treasury shares, 128.Time limit for claims arising from entry in register, 130.Notice of opening of overseas branch register, 132.Register or duplicate to be kept available for inspection in UK, 133.Transactions in shares registered in overseas branch register, 135.Discontinuance of overseas branch register, Chapter 4 Prohibition on subsidiary being member of its holding company, 136.Prohibition on subsidiary being a member of its holding company, 137.Shares acquired before prohibition became applicable, Subsidiary acting as personal representative or trustee, 138.Subsidiary acting as personal representative or trustee, 139.Interests to be disregarded: residual interest under pension scheme or employees' share scheme, 140.Interests to be disregarded: employer’s rights of recovery under pension scheme or employees' share scheme, Subsidiary acting as dealer in securities, 141.Subsidiary acting as authorised dealer in securities, 142.Protection of third parties in other cases where subsidiary acting as dealer in securities, 143.Application of provisions to companies not limited by shares, 144.Application of provisions to nominees, Effect of provisions in company’s articles, 145.Effect of provisions of articles as to enjoyment or exercise of members' rights, 146.Traded companies: nomination of persons to enjoy information rights, 147.Information rights: form in which copies to be provided, 148.Termination or suspension of nomination, 149.Information as to possible rights in relation to voting, Exercise of rights where shares held on behalf of others, 152.Exercise of rights where shares held on behalf of others: exercise in different ways, 153.Exercise of rights where shares held on behalf of others: members' requests, Chapter 1 Appointment and removal of directors, 155.Companies required to have at least one director who is a natural person, 156.Direction requiring company to make appointment, 157.Minimum age for appointment as director, 158.Power to provide for exceptions from minimum age requirement, 160.Appointment of directors of public company to be voted on individually, 163.Particulars of directors to be registered: individuals, 164.Particulars of directors to be registered: corporate directors and firms, 165.Register of directors' residential addresses, 166.Particulars of directors to be registered: power to make regulations, 169.Director’s right to protest against removal, 172.Duty to promote the success of the company, 173.Duty to exercise independent judgment, 174.Duty to exercise reasonable care, skill and diligence, 176.Duty not to accept benefits from third parties, 177.Duty to declare interest in proposed transaction or arrangement, 178.Civil consequences of breach of general duties, 179.Cases within more than one of the general duties, 180.Consent, approval or authorisation by members, 181.Modification of provisions in relation to charitable companies, Chapter 3 Declaration of interest in existing transaction or arrangement, 182.Declaration of interest in existing transaction or arrangement, 183.Offence of failure to declare interest, 184.Declaration made by notice in writing, 185.General notice treated as sufficient declaration, 186.Declaration of interest in case of company with sole director, 187.Declaration of interest in existing transaction by shadow director, Chapter 4 Transactions with directors requiring approval of members, 188.Directors' long-term service contracts: requirement of members' approval, 189.Directors' long-term service contracts: civil consequences of contravention, 190.Substantial property transactions: requirement of members' approval, 192.Exception for transactions with members or other group companies, 193.Exception in case of company in winding up or administration, 194.Exception for transactions on recognised investment exchange, 195.Property transactions: civil consequences of contravention, 196.Property transactions: effect of subsequent affirmation, Loans, quasi-loans and credit transactions, 197.Loans to directors: requirement of members' approval, 198.Quasi-loans to directors: requirement of members' approval, 199.Meaning of “quasi-loan” and related expressions, 200.Loans or quasi-loans to persons connected with directors: requirement of members' approval, 201.Credit transactions: requirement of members' approval, 203.Related arrangements: requirement of members' approval, 204.Exception for expenditure on company business, 205.Exception for expenditure on defending proceedings etc, 206.Exception for expenditure in connection with regulatory action or investigation, 207.Exceptions for minor and business transactions, 208.Exceptions for intra-group transactions, 209.Exceptions for money-lending companies, 210.Other relevant transactions or arrangements, 211.The value of transactions and arrangements, 212.The person for whom a transaction or arrangement is entered into, 213.Loans etc: civil consequences of contravention, 214.Loans etc: effect of subsequent affirmation, 216.Amounts taken to be payments for loss of office, 217.Payment by company: requirement of members' approval, 218.Payment in connection with transfer of undertaking etc: requirement of members' approval, 219.Payment in connection with share transfer: requirement of members' approval, 220.Exception for payments in discharge of legal obligations etc, 222.Payments made without approval: civil consequences, 223.Transactions requiring members' approval: application of provisions to shadow directors, 224.Approval by written resolution: accidental failure to send memorandum, 225.Cases where approval is required under more than one provision, 226.Requirement of consent of Charity Commission: companies that are charities, 228.Copy of contract or memorandum of terms to be available for inspection, 229.Right of member to inspect and request copy, 230.Directors' service contracts: application of provisions to shadow directors, Chapter 6 Contracts with sole members who are directors, 231.Contract with sole member who is also a director, Provision protecting directors from liability, 232.Provisions protecting directors from liability, 234.Qualifying third party indemnity provision, 235.Qualifying pension scheme indemnity provision, 236.Qualifying indemnity provision to be disclosed in directors' report, 237.Copy of qualifying indemnity provision to be available for inspection, 238.Right of member to inspect and request copy, Ratification of acts giving rise to liability, Chapter 8 Directors' residential addresses: protection from disclosure, 241.Protected information: restriction on use or disclosure by company, 242.Protected information: restriction on use or disclosure by registrar, 243.Permitted use or disclosure by the registrar, 245.Circumstances in which registrar may put address on the public record, 246.Putting the address on the public record, Provision for employees on cessation or transfer of business, 247.Power to make provision for employees on cessation or transfer of business, Meaning of “director” and “shadow director”, 254.Director “connected with” a body corporate, 255.Director “controlling” a body corporate, Part 11 Derivative claims and proceedings by members, Chapter 1 Derivative claims in England and Wales or Northern Ireland, 261.Application for permission to continue derivative claim, 262.Application for permission to continue claim as a derivative claim, 264.Application for permission to continue derivative claim brought by another member, Chapter 2 Derivative proceedings in Scotland, 267.Application to continue proceedings as derivative proceedings, 269.Application by member to be substituted for member pursuing derivative proceedings, 270.Private company not required to have secretary, 271.Public company required to have secretary, 272.Direction requiring public company to appoint secretary, 273.Qualifications of secretaries of public companies, Provisions applying to private companies with a secretary and to public companies, 274.Discharge of functions where office vacant or secretary unable to act, 277.Particulars of secretaries to be registered: individuals, 278.Particulars of secretaries to be registered: corporate secretaries and firms, 279.Particulars of secretaries to be registered: power to make regulations, Chapter 1 General provisions about resolutions, 287.Saving for provisions of articles as to determination of entitlement to vote, General provisions about written resolutions, 288.Written resolutions of private companies, 291.Circulation of written resolutions proposed by directors, 292.Members' power to require circulation of written resolution, 293.Circulation of written resolution proposed by members, 295.Application not to circulate members' statement, 296.Procedure for signifying agreement to written resolution, 297.Period for agreeing to written resolution, 298.Sending documents relating to written resolutions by electronic means, 299.Publication of written resolution on website, 300.Relationship between this Chapter and provisions of company’s articles, General provisions about resolutions at meetings, 302.Directors' power to call general meetings, 303.Members' power to require directors to call general meeting, 304.Directors' duty to call meetings required by members, 305.Power of members to call meeting at company’s expense, 309.Publication of notice of meeting on website, 310.Persons entitled to receive notice of meetings, 313.Accidental failure to give notice of resolution or meeting, 314.Members' power to require circulation of statements, 315.Company’s duty to circulate members' statement, 316.Expenses of circulating members' statement, 317.Application not to circulate members' statement, 320.Declaration by chairman on a show of hands, 323.Representation of corporations at meetings, 325.Notice of meeting to contain statement of rights, 326.Company-sponsored invitations to appoint proxies, 327.Notice required of appointment of proxy etc, 330.Notice required of termination of proxy’s authority, 331.Saving for more extensive rights conferred by articles, 332.Resolution passed at adjourned meeting, 333.Sending documents relating to meetings etc in electronic form, 335.Application to class meetings: companies without a share capital, Chapter 4 Public companies: additional requirements for AGMs, 336.Public companies: annual general meeting, 338.Public companies: members' power to require circulation of resolutions for AGMs, 339.Public companies: company’s duty to circulate members' resolutions for AGMs, 340.Public companies: expenses of circulating members' resolutions for AGM, Chapter 5 Additional requirements for quoted companies, 341.Results of poll to be made available on website, 342.Members' power to require independent report on poll, 346.Effect of appointment of a partnership, 348.Rights of independent assessor: right to attend meeting etc, 349.Rights of independent assessor: right to information, 350.Offences relating to provision of information, 351.Information to be made available on website, 352.Application of provisions to class meetings, 353.Requirements as to website availability, 354.Power to limit or extend the types of company to which provisions of this Chapter apply, Chapter 6 Records of resolutions and meetings, 355.Records of resolutions and meetings etc, 356.Records as evidence of resolutions etc, 358.Inspection of records of resolutions and meetings, 359.Records of resolutions and meetings of class of members, 360.Computation of periods of notice etc: clear day rule, Part 14 Control of political donations and expenditure, Donations and expenditure to which this Part applies, 363.Political parties, organisations etc to which this Part applies, Authorisation required for donations or expenditure, 366.Authorisation required for donations or expenditure, 368.Period for which resolution has effect, Remedies in case of unauthorised donations or expenditure, 369.Liability of directors in case of unauthorised donation or expenditure, 370.Enforcement of directors' liabilities by shareholder action, 371.Enforcement of directors' liabilities by shareholder action: supplementary, 373.Information for purposes of shareholder action, 375.Subscription for membership of trade association, 377.Political expenditure exempted by order, 378.Donations not amounting to more than £5,000 in any twelve month period, Companies subject to the small companies regime, 381.Companies subject to the small companies regime, 382.Companies qualifying as small: general, 383.Companies qualifying as small: parent companies, 384.Companies excluded from the small companies regime, 387.Duty to keep accounting records: offence, 388.Where and for how long records to be kept, 389.Where and for how long records to be kept: offences, 391.Accounting reference periods and accounting reference date, 392.Alteration of accounting reference date, 395.Individual accounts: applicable accounting framework, 400.Exemption for company included in EEA group accounts of larger group, 401.Exemption for company included in non-EEA group accounts of larger group, 402.Exemption if no subsidiary undertakings need be included in the consolidation, 403.Group accounts: applicable accounting framework, 405.Companies Act group accounts: subsidiary undertakings included in the consolidation, 407.Consistency of financial reporting within group, 408.Individual profit and loss account where group accounts prepared, Information to be given in notes to the accounts, 409.Information about related undertakings, 410.Information about related undertakings: alternative compliance, 411.Information about employee numbers and costs, 412.Information about directors' benefits: remuneration, 413.Information about directors' benefits: advances, credit and guarantees, 416.Contents of directors' report: general, 417.Contents of directors' report: business review, 418.Contents of directors' report: statement as to disclosure to auditors, 419.Approval and signing of directors' report, Chapter 6 Quoted companies: directors' remuneration report, 420.Duty to prepare directors' remuneration report, 421.Contents of directors' remuneration report, 422.Approval and signing of directors' remuneration report, Chapter 7 Publication of accounts and reports, Duty to circulate copies of accounts and reports, 423.Duty to circulate copies of annual accounts and reports, 424.Time allowed for sending out copies of accounts and reports, 425.Default in sending out copies of accounts and reports: offences, Option to provide summary financial statement, 426.Option to provide summary financial statement, 427.Form and contents of summary financial statement: unquoted companies, 428.Form and contents of summary financial statement: quoted companies, 429.Summary financial statements: offences, Quoted companies: requirements as to website publication, 430.Quoted companies: annual accounts and reports to be made available on website, Right of member or debenture holder to demand copies of accounts and reports, 431.Right of member or debenture holder to copies of accounts and reports: unquoted companies, 432.Right of member or debenture holder to copies of accounts and reports: quoted companies, Requirements in connection with publication of accounts and reports, 433.Name of signatory to be stated in published copies of accounts and reports, 434.Requirements in connection with publication of statutory accounts, 435.Requirements in connection with publication of non-statutory accounts, 436.Meaning of “publication” in relation to accounts and reports, Chapter 8 Public companies: laying of accounts and reports before general meeting, 437.Public companies: laying of accounts and reports before general meeting, 438.Public companies: offence of failure to lay accounts and reports, Chapter 9 Quoted companies: members' approval of directors' remuneration report, 439.Quoted companies: members' approval of directors' remuneration report, 440.Quoted companies: offences in connection with procedure for approval, Chapter 10 Filing of accounts and reports, 441.Duty to file accounts and reports with the registrar, Filing obligations of different descriptions of company, 444.Filing obligations of companies subject to small companies regime, 445.Filing obligations of medium-sized companies, 446.Filing obligations of unquoted companies, 447.Filing obligations of quoted companies, 448.Unlimited companies exempt from obligation to file accounts, Requirements where abbreviated accounts delivered, 449.Special auditor’s report where abbreviated accounts delivered, 450.Approval and signing of abbreviated accounts, 451.Default in filing accounts and reports: offences, 452.Default in filing accounts and reports: court order, 453.Civil penalty for failure to file accounts and reports, Chapter 11 Revision of defective accounts and reports, 455.Secretary of State’s notice in respect of accounts or reports, 456.Application to court in respect of defective accounts or reports, 457.Other persons authorised to apply to the court, 458.Disclosure of information by tax authorities, Power of authorised person to require documents etc, 459.Power of authorised person to require documents, information and explanations, 460.Restrictions on disclosure of information obtained under compulsory powers, 461.Permitted disclosure of information obtained under compulsory powers, 462.Power to amend categories of permitted disclosure, Liability for false or misleading statements in reports, 463.Liability for false or misleading statements in reports, 465.Companies qualifying as medium-sized: general, 466.Companies qualifying as medium-sized: parent companies, 467.Companies excluded from being treated as medium-sized, General power to make further provision about accounts and reports, 468.General power to make further provision about accounts and reports, 469.Preparation and filing of accounts in euros, 470.Power to apply provisions to banking partnerships, 471.Meaning of “annual accounts” and related expressions, 473.Parliamentary procedure for certain regulations under this Part, Chapter 1 Requirement for audited accounts, 477.Small companies: conditions for exemption from audit, 478.Companies excluded from small companies exemption, 479.Availability of small companies exemption in case of group company, 480.Dormant companies: conditions for exemption from audit, 481.Companies excluded from dormant companies exemption, 482.Non-profit-making companies subject to public sector audit, 483.Scottish public sector companies: audit by Auditor General for Scotland, General power of amendment by regulations, 484.General power of amendment by regulations, 485.Appointment of auditors of private company: general, 486.Appointment of auditors of private company: default power of Secretary of State, 487.Term of office of auditors of private company, 488.Prevention by members of deemed re-appointment of auditor, 489.Appointment of auditors of public company: general, 490.Appointment of auditors of public company: default power of Secretary of State, 491.Term of office of auditors of public company, 493.Disclosure of terms of audit appointment, 494.Disclosure of services provided by auditor or associates and related remuneration, 495.Auditor’s report on company’s annual accounts, 496.Auditor’s report on directors' report, 497.Auditor’s report on auditable part of directors' remuneration report, 499.Auditor’s general right to information, 500.Auditor’s right to information from overseas subsidiaries, 501.Auditor’s rights to information: offences, 502.Auditor’s rights in relation to resolutions and meetings, 505.Names to be stated in published copies of auditor’s report, 506.Circumstances in which names may be omitted, Offences in connection with auditor’s report, 507.Offences in connection with auditor’s report, 508.Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland, 509.Guidance for regulatory authorities: Scotland, Chapter 4 Removal, resignation, etc of auditors, 510.Resolution removing auditor from office, 511.Special notice required for resolution removing auditor from office, 512.Notice to registrar of resolution removing auditor from office, 513.Rights of auditor who has been removed from office, 514.Failure to re-appoint auditor: special procedure required for written resolution, 515.Failure to re-appoint auditor: special notice required for resolution at general meeting, 517.Notice to registrar of resignation of auditor, Statement by auditor on ceasing to hold office, 519.Statement by auditor to be deposited with company, 520.Company’s duties in relation to statement, 521.Copy of statement to be sent to registrar, 522.Duty of auditor to notify appropriate audit authority, 523.Duty of company to notify appropriate audit authority, 524.Information to be given to accounting authorities, 525.Meaning of “appropriate audit authority” and “major audit”, Chapter 5 Quoted companies: right of members to raise audit concerns at accounts meeting, 527.Members' power to require website publication of audit concerns, 528.Requirements as to website availability, 529.Website publication: company’s supplementary duties, Voidness of provisions protecting auditors from liability, 532.Voidness of provisions protecting auditors from liability, Indemnity for costs of defending proceedings, 533.Indemnity for costs of successfully defending proceedings, 535.Terms of liability limitation agreement, 536.Authorisation of agreement by members of the company, 537.Effect of liability limitation agreement, Chapter 1 Shares and share capital of a company, Chapter 2 Allotment of shares: general provisions, 549.Exercise by directors of power to allot shares etc, 550.Power of directors to allot shares etc: private company with only one class of shares, 551.Power of directors to allot shares etc: authorisation by company, Prohibition of commissions, discounts and allowances, 552.General prohibition of commissions, discounts and allowances, 555.Return of allotment by limited company, 556.Return of allotment by unlimited company allotting new class of shares, 559.Provisions about allotment not applicable to shares taken on formation, Chapter 3 Allotment of equity securities: existing shareholders' right of pre-emption, 560.Meaning of “equity securities” and related expressions, Existing shareholders' right of pre-emption, 561.Existing shareholders' right of pre-emption, 562.Communication of pre-emption offers to shareholders, 563.Liability of company and officers in case of contravention, 564.Exception to pre-emption right: bonus shares, 565.Exception to pre-emption right: issue for non-cash consideration, 566.Exception to pre-emption right: securities held under employees' share scheme, 567.Exclusion of requirements by private companies, 568.Exclusion of pre-emption right: articles conferring corresponding right, 569.Disapplication of pre-emption rights: private company with only one class of shares, 570.Disapplication of pre-emption rights: directors acting under general authorisation, 571.Disapplication of pre-emption rights by special resolution, 572.Liability for false statement in directors' statement, 573.Disapplication of pre-emption rights: sale of treasury shares, 574.References to holder of shares in relation to offer, 575.Saving for other restrictions on offer or allotment, 576.Saving for certain older pre-emption requirements, 577.Provisions about pre-emption not applicable to shares taken on formation, Chapter 4 Public companies: allotment where issue not fully subscribed, 578.Public companies: allotment where issue not fully subscribed, 579.Public companies: effect of irregular allotment where issue not fully subscribed, 580.Shares not to be allotted at a discount, 581.Provision for different amounts to be paid on shares, 584.Public companies: shares taken by subscribers of memorandum, 585.Public companies: must not accept undertaking to do work or perform services, 586.Public companies: shares must be at least one-quarter paid up, 587.Public companies: payment by long-term undertaking, 588.Liability of subsequent holders of shares, 590.Penalty for contravention of this Chapter, 591.Enforceability of undertakings to do work etc, Chapter 6 Public companies: independent valuation of non-cash consideration, 593.Public company: valuation of non-cash consideration for shares, 594.Exception to valuation requirement: arrangement with another company, 595.Exception to valuation requirement: merger, 596.Non-cash consideration for shares: requirements as to valuation and report, 597.Copy of report to be delivered to registrar, Transfer of non-cash asset in initial period, 598.Public company: agreement for transfer of non-cash asset in initial period, 599.Agreement for transfer of non-cash asset: requirement of independent valuation, 600.Agreement for transfer of non-cash asset: requirements as to valuation and report, 601.Agreement for transfer of non-cash asset: requirement of approval by members, 602.Copy of resolution to be delivered to registrar, 603.Adaptation of provisions in relation to company re-registering as public, 604.Agreement for transfer of non-cash asset: effect of contravention, 605.Liability of subsequent holders of shares, 607.Penalty for contravention of this Chapter, 608.Enforceability of undertakings to do work etc, Relief from requirements as to share premiums, 613.Merger relief: meaning of 90% equity holding, 614.Power to make further provision by regulations, 615.Relief may be reflected in company’s balance sheet, 617.Alteration of share capital of limited company, 618.Sub-division or consolidation of shares, 619.Notice to registrar of sub-division or consolidation, 621.Notice to registrar of reconversion of stock into shares, 625.Notice to registrar of redenomination, 626.Reduction of capital in connection with redenomination, 627.Notice to registrar of reduction of capital in connection with redenomination, Chapter 9 Classes of share and class rights, 630.Variation of class rights: companies having a share capital, 631.Variation of class rights: companies without a share capital, 632.Variation of class rights: saving for court’s powers under other provisions, 633.Right to object to variation: companies having a share capital, 634.Right to object to variation: companies without a share capital, 635.Copy of court order to be forwarded to the registrar, 636.Notice of name or other designation of class of shares, 637.Notice of particulars of variation of rights attached to shares, 639.Notice of name or other designation of class of members, 640.Notice of particulars of variation of class rights, 641.Circumstances in which a company may reduce its share capital, Private companies: reduction of capital supported by solvency statement, 642.Reduction of capital supported by solvency statement, 644.Registration of resolution and supporting documents, Reduction of capital confirmed by the court, 645.Application to court for order of confirmation, 646.Creditors entitled to object to reduction, 647.Offences in connection with list of creditors, 649.Registration of order and statement of capital, Public company reducing capital below authorised minimum, 650.Public company reducing capital below authorised minimum, 651.Expedited procedure for re-registration as a private company, 652.Liability of members following reduction of capital, 653.Liability to creditor in case of omission from list of creditors, Chapter 11 Miscellaneous and supplementary provisions, 654.Treatment of reserve arising from reduction of capital, 655.Shares no bar to damages against company, 656.Public companies: duty of directors to call meeting on serious loss of capital, 657.General power to make further provision by regulations, Part 18 Acquisition by limited company of its own shares, 658.General rule against limited company acquiring its own shares, 661.Liability of others where nominee fails to make payment in respect of shares, 662.Duty to cancel shares in public company held by or for the company, 664.Re-registration as private company in consequence of cancellation, 665.Issue of certificate of incorporation on re-registration, 667.Offence in case of failure to cancel shares or re-register, 668.Application of provisions to company re-registering as public company, 669.Transfer to reserve on acquisition of shares by public company or nominee, 670.Public companies: general rule against lien or charge on own shares, 671.Interests to be disregarded in determining whether company has beneficial interest, 672.Residual interest under pension scheme or employees' share scheme, 673.Employer’s charges and other rights of recovery, 674.Rights as personal representative or trustee, 676.Application of provisions to directors, Chapter 2 Financial assistance for purchase of own shares, Circumstances in which financial assistance prohibited, 678.Assistance for acquisition of shares in public company, 679.Assistance by public company for acquisition of shares in its private holding company, 680.Prohibited financial assistance an offence, 684.Power of limited company to issue redeemable shares, 690.Power of limited company to purchase own shares, 695.Resolution authorising off-market purchase: exercise of voting rights, 696.Resolution authorising off-market purchase: disclosure of details of contract, 697.Variation of contract for off-market purchase, 698.Resolution authorising variation: exercise of voting rights, 699.Resolution authorising variation: disclosure of details of variation, 700.Release of company’s rights under contract for off-market purchase, 702.Copy of contract or memorandum to be available for inspection, 703.Enforcement of right to inspect copy or memorandum, 704.No assignment of company’s right to purchase own shares, 705.Payments apart from purchase price to be made out of distributable profits, 707.Return to registrar of purchase of own shares, 708.Notice to registrar of cancellation of shares, Chapter 5 Redemption or purchase by private company out of capital, 709.Power of private limited company to redeem or purchase own shares out of capital, 713.Requirements for payment out of capital, 714.Directors' statement and auditor’s report, 715.Directors' statement: offence if no reasonable grounds for opinion, 716.Payment to be approved by special resolution, 717.Resolution authorising payment: exercise of voting rights, 718.Resolution authorising payment: disclosure of directors' statement and auditor’s report, 720.Directors' statement and auditor’s report to be available for inspection, Objection to payment by members or creditors, 721.Application to court to cancel resolution, 722.Notice to registrar of court application or order, 723.When payment out of capital to be made, 730.Treasury shares: notice of cancellation, 731.Treasury shares: treatment of proceeds of sale, 734.Accounting consequences of payment out of capital, 735.Effect of company’s failure to redeem or purchase, 737.General power to make further provision by regulations, 740.Enforcement of contract to subscribe for debentures, 741.Registration of allotment of debentures, 744.Register of debenture holders: right to inspect and require copy, 745.Register of debenture holders: response to request for inspection or copy, 746.Register of debenture holders: refusal of inspection or default in providing copy, 747.Register of debenture holders: offences in connection with request for or disclosure of information, 748.Time limit for claims arising from entry in register, 749.Right of debenture holder to copy of deed, 751.Liability of trustees of debentures: saving for certain older provisions, 752.Power to re-issue redeemed debentures, 753.Deposit of debentures to secure advances, 754.Priorities where debentures secured by floating charge, Chapter 1 Prohibition of public offers by private companies, 755.Prohibition of public offers by private company, 757.Enforcement of prohibition: order restraining proposed contravention, 758.Enforcement of prohibition: orders available to the court after contravention, 759.Enforcement of prohibition: remedial order, 760.Validity of allotment etc not affected, Chapter 2 Minimum share capital requirement for public companies, 761.Public company: requirement as to minimum share capital, 765.Authorised minimum: application of initial requirement, 766.Authorised minimum: application where shares denominated in different currencies etc, 767.Consequences of doing business etc without a trading certificate, Part 21 Certification and transfer of securities, Chapter 1 Certification and transfer of securities: general, 768.Share certificate to be evidence of title, 769.Duty of company as to issue of certificates etc on allotment, 772.Transfer of shares on application of transferor, 773.Execution of share transfer by personal representative, 775.Certification of instrument of transfer, 776.Duty of company as to issue of certificates etc on transfer, 777.Issue of certificates etc: cases within the Stock Transfer Act 1982, Issue of certificates etc on allotment or transfer to financial institution, 778.Issue of certificates etc: allotment or transfer to financial institution, 779.Issue and effect of share warrant to bearer, 780.Duty of company as to issue of certificates on surrender of share warrant, 781.Offences in connection with share warrants (Scotland), 782.Issue of certificates etc: court order to make good default, Chapter 2 Evidencing and transfer of title to securities without written instrument, 785.Provision enabling procedures for evidencing and transferring title, 786.Provision enabling or requiring arrangements to be adopted, 787.Provision enabling or requiring arrangements to be adopted: order-making powers, 788.Provision that may be included in regulations, 790.Resolutions to be forwarded to registrar, Part 22 Information about interests in a company’s shares, Notice requiring information about interests in shares, 793.Notice by company requiring information about interests in its shares, 794.Notice requiring information: order imposing restrictions on shares, 795.Notice requiring information: offences, 796.Notice requiring information: persons exempted from obligation to comply, 797.Consequences of order imposing restrictions, 798.Penalty for attempted evasion of restrictions, 802.Application of proceeds of sale under court order, Power of members to require company to act, 803.Power of members to require company to act, 804.Duty of company to comply with requirement, 805.Report to members on outcome of investigation, 807.Right to inspect and request copy of reports, 809.Register to be kept available for inspection, 811.Rights to inspect and require copy of entries, 812.Court supervision of purpose for which rights may be exercised, 813.Register of interests disclosed: refusal of inspection or default in providing copy, 814.Register of interests disclosed: offences in connection with request for or disclosure of information, 815.Entries not to be removed from register, 816.Removal of entries from register: old entries, 817.Removal of entries from register: incorrect entry relating to third party, 818.Adjustment of entry relating to share acquisition agreement, 819.Duty of company ceasing to be public company, 821.Interest in shares: right to subscribe for shares, 823.Interest in shares: corporate interests, 824.Interest in shares: agreement to acquire interests in a particular company, 825.Extent of obligation in case of share acquisition agreement, 826.Information protected from wider disclosure, 827.Reckoning of periods for fulfilling obligations, 828.Power to make further provision by regulations, Chapter 1 Restrictions on when distributions may be made, 830.Distributions to be made only out of profits available for the purpose, 831.Net asset restriction on distributions by public companies, 832.Distributions by investment companies out of accumulated revenue profits, 834.Investment company: condition as to holdings in other companies, 835.Power to extend provisions relating to investment companies, Chapter 2 Justification of distribution by reference to accounts, Justification of distribution by reference to accounts, 836.Justification of distribution by reference to relevant accounts, Requirements applicable in relation to relevant accounts, 837.Requirements where last annual accounts used, 838.Requirements where interim accounts used, 839.Requirements where initial accounts used, Application of provisions to successive distributions etc, 840.Successive distributions etc by reference to the same accounts, 841.Realised losses and profits and revaluation of fixed assets, 842.Determination of profit or loss in respect of asset where records incomplete, 843.Realised profits and losses of long-term insurance business, 845.Distributions in kind: determination of amount, 846.Distributions in kind: treatment of unrealised profits, 847.Consequences of unlawful distribution, 848.Saving for certain older provisions in articles, 849.Restriction on application of unrealised profits, 850.Treatment of certain older profits or losses, 851.Application of rules of law restricting distributions, 852.Saving for other restrictions on distributions, 856.Contents of annual return: information about share capital and shareholders, 857.Contents of annual return: power to make further provision by regulations, 859.Application of provisions to shadow directors, Chapter 1 Companies registered in England and Wales or in Northern Ireland, 861.Charges which have to be registered: supplementary, 862.Charges existing on property acquired, 864.Additional registration requirement for commission etc in relation to debentures, 865.Endorsement of certificate on debentures, 866.Charges created in, or over property in, jurisdictions outside the United Kingdom, 867.Charges created in, or over property in, another United Kingdom jurisdiction, 868.Northern Ireland: registration of certain charges etc. Archives on behalf of HM Government this Article, all you need is to be registered or on... 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