33. Effect of company's constitution | Better Regulation

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Companies Act 2006 (c. 46)Introductory Text Part 1 General introductory provisions (ss. 1-6)Companies and Companies Acts (ss. 1-2)1. Companies 2. The Companies Acts Types of company (ss. 3-6)3. Limited and unlimited companies 4. Private and public companies 5. Companies limited by guarantee and having share capital 6. Community interest companies Part 2 Company formation (ss. 7-16)General (ss. 7-8)7. Method of forming company 8. Memorandum of association Requirements for registration (ss. 9-13)9. Registration documents 9A. Required information about the subscribers 10. Statement of capital and initial shareholdings 11. Statement of guarantee 12. Statement of proposed officers 12A. Statement of initial significant control 12B Option to provide ID verification information about PSCs 13. Statement of compliance Registration and its effect (ss. 14-16)14. Registration 15. Issue of certificate of incorporation 16. Effect of registration Part 3 A company's constitution (ss. 17-38)Chapter 1 Introductory (s. 17)17. A company's constitution Chapter 2 Articles of association (ss. 18-28)General (ss. 18-20)18. Articles of association 19. Power of Secretary of State to prescribe model articles 20. Default application of model articles Alteration of articles (ss. 21-27)21. Amendment of articles 22. Entrenched provisions of the 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 Supplementary (s. 28)28. Existing companies: provisions of memorandum treated as provisions of articles Chapter 3 Resolutions and agreements affecting a company's constitution (ss. 29-30)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 (ss. 31-38)Statement of company's objects (s. 31)31. Statement of company's objects Other provisions with respect to a company's constitution (ss. 32-36)32. Constitutional documents to be provided to members 33. Effect of company's constitution 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 Supplementary provisions (ss. 37-38)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 (ss. 39-52)Capacity of company and power of directors to bind it (ss. 39-42)39. A company's capacity 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 (ss. 43-47)43. Company contracts 44. Execution of documents 45. Common seal 46. Execution of deeds 47. Execution of deeds or other documents by attorney Formalities of doing business under the law of Scotland (s. 48)48. Execution of documents by companies Other matters (ss. 49-52)49. Official seal for use abroad 50. Official seal for share certificates etc 51. Pre-incorporation contracts, deeds and obligations 52. Bills of exchange and promissory notes Part 5 A company's Name (ss. 53-85)Chapter 1 General requirements (ss. 53-57)Prohibited names (s. 53-53A)53. Prohibited names 53A. Names for criminal purposes Sensitive words and expressions (ss. 54-56A)54. Names suggesting connection with government or public authority 55. Other sensitive words or expressions 56. Duty to seek comments of government department or other specified body 56A. Names suggesting connection with foreign governments etc Computer code (s. 57A)57A. Names containing computer code Permitted characters etc (s. 57)57. Permitted characters etc Prohibitions where a company has been required to change a name (ss. 57B-57C)57B. Prohibition on re-registering name following direction 57C. Name that another company has been directed to change Chapter 2 Indications of company type or legal form (ss. 58-65)Required indications for limited companies (ss. 58-64)58. Public limited companies 59. Private 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 (s. 65)65. Inappropriate use of indications of company type or legal form Chapter 3 Similarity to other names (ss. 66-74)Similarity to other name on registrar's index (ss. 66-68)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 (ss. 69-74)69. Objection to company's registered name 70. Company names adjudicators 71. Procedural rules 72. Decision of adjudicator to be made available to public 73. Order requiring name to be changed 74. Appeal from adjudicator's decision Chapter 4 Other powers of the Secretary of State and the registrar (ss. 75-76D)Provision of misleading information (s. 75)75. Provision of misleading information etc Misleading indication of activities and names used for criminal purposes (ss. 76-76A)76. Misleading indication of activities 76A. Power to direct change of name used for criminal purposes Direction to change name wrongly registered (s. 76B)76B. Direction to change name wrongly registered Registrar's powers to change names (ss. 76C-76D)76C. Registrar's power to change name containing computer code 76D. Registrar's power to change name for failure to comply with direction Chapter 4A Exceptions (s. 76E)76E. Exceptions based on national security etc Chapter 5 Change of name (ss. 77-81)77. Change of name 78. Change of name by special resolution 79. Change of name by means provided for in company's articles 80. Change of name: registration and issue of new certificate of incorporation 81. Change of name: effect Chapter 6 Trading disclosures (ss. 82-85)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 Part 6 A company's registered office and email address (ss. 86-88B)General (ss. 86-87)86. Duty to ensure registered office at appropriate address 87. Change of address of registered office Welsh companies (s. 88)88. Welsh companies Registered email address (ss. 88A-88B)88A. Duty to maintain a registered email address 88B Change of registered email address Part 7 Re-registration as a means of altering a company's status (ss. 89-111)Introductory (s. 89)89. Alteration of status by re-registration Private company becoming public (ss. 90-96)90. Re-registration of private company as public 91. Requirements as to share capital 92. Requirements as to net assets 93. Recent allotment of shares for non-cash consideration 94. Application and accompanying documents 95. Statement of proposed secretary 96. Issue of certificate of incorporation on re-registration Public company becoming private (ss. 97-101)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 (ss. 102-104)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 (ss. 105-108)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 (ss. 109-111)109. Re-registration of public company as private and unlimited 110. Application and accompanying documents 111. Issue of certificate of incorporation on re-registration Part 8 A company's members (ss. 112-144)Chapter 1 The members of a company (s. 112)112. The members of a company Chapter 2 Register of members (ss. 112A-128ZA)Duty to keep register(ss. 112A-113I)112A. Alternative method of record-keeping 113. Register of members 113A. Required information about members: individuals 113B. Required information about members: corporate members and firms 113C. Power to amend the required information 113D. Duty on new members to notify required information 113E. Duty on member to notify changes to required informatio 113F. Power for company to require information from members 113G. Failure to comply with section 113D, 113E or 113F 113H. Basic false statement offences in connection with sections 113D to 113F 113I. Aggravated false statement offences in connection with sections 113D to 113F Duty to keep index of members (s. 113J)113J. Index of members Inspection etc of register and index of members (ss. 114-120B)114. Register to be kept available for inspection 116. Rights to inspect and require copies 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 120A. Power to make regulations protecting material 120B. Offence of failing to comply with regulations under section 120A Removal of entries from register of members (s. 121)121. Removal of entries relating to former members Special cases (ss. 122-124)122. Share warrants 123. Single member companies 124. Company holding its own shares as treasury shares Supplementary (ss. 125-128)125. Power of court to rectify register 126. Trusts not to be entered on register 127. Register to be evidence 128. Time limit for claims arising from entry in register 128ZA. Transitional provision where information kept on central register Chapter 2A Option to keep information on central register (ss. 128A-128K)128A. Introduction 128B. Right to make an election 128C. Effective date of election 128D. Effect of election on obligations under Chapter 2 128E. Duty to notify registrar of changes 128F. Information as to state of central register 128G. Power of court to order company to remedy default or delay 128H. Central register to be evidence 128I. Time limits for claims arising from delivery to registrar 128J. Withdrawing the election 128K. Power to extend option to public companies Chapter 3 Overseas branch registers (ss. 129-135)129. Overseas branch registers 130. Notice of opening of overseas branch register 131. Keeping 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 134. Jurisdiction of local courts 135. Discontinuance of overseas branch register Chapter 4 Prohibition on subsidiary being member of its holding company (ss. 136-144)General prohibition (ss. 136-137)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 (ss. 138-140)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 (ss. 141-142)141. Subsidiary acting as authorised dealer in securities 142. Protection of third parties in other cases where subsidiary acting as dealer in securities Supplementary (ss. 143-144)143. Application of provisions to companies not limited by shares 144. Application of provisions to nominees Part 9 Exercise of members' rights (ss. 145-153)Effect of provisions in company's articles (s. 145)145. Effect of provisions of articles as to enjoyment or exercise of members' rights Information rights (ss. 146-151)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 150. Information rights: status of rights 151. Information rights: power to amend Exercise of rights where shares held on behalf of others (ss. 152-153)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 Part 10 A company's directors (ss. 154-259)Chapter 1 Appointment and removal of directors (ss. 154-169)Requirement to have directors (ss. 154-156)154. Companies required to have directors 155. Companies required to have at least one director who is a natural person 156. Direction requiring company to make appointment Appointment (ss. 156A-161)157. Minimum age for appointment as director 156A. Each director to be a natural person 156B. Power to provide for exceptions from requirement that each director be a natural person 156C. Existing director who is not a natural person 158. Power to provide for exceptions from minimum age requirement 159. Existing under-age directors 159A. Disqualified person not to be appointed as director 160. Appointment of directors of public company to be voted on individually 161. Validity of acts of directors Register of directors, etc (ss. 161A-167)161A. Alternative method of record-keeping 162. Register of directors 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 167. Duty to notify registrar of changes Option to keep information on the central register (ss. 167A-167F)167A. Right to make an election 167B. Effective date of election 167C. Effect of election on obligations under sections 162 to 167 167D. Duty to notify registrar of changes 167E. Withdrawing the election 167F. Power to extend option to public companies Notification of information about directors (ss. 167G-167L)167G. Duty to notify registrar of change in directors 167H. Duty to notify registrar of changes of information 167I. Notification of changes occurring before company's incorporation 167J. Required information about a director: individuals 167K. Required information about a director: corporate directors and firms 167L. Directors: offence of failure to notify of changes Directors: duties relating to ID verification and notification (s. 167M-167N)167M. Prohibition on director acting unless ID verified 167N. Prohibition on acting unless directorship notified Removal (ss. 168-169)168. Resolution to remove director 169. Director's right to protest against removal 169A. Removal from office of disqualified directors Chapter 2 General duties of directors (ss. 170-181)Introductory (s. 170)170. Scope and nature of general duties The general duties (ss. 171-177)171. Duty to act within powers 172. Duty to promote the success of the company 173. Duty to exercise independent judgment 174. Duty to exercise reasonable care, skill and diligence 175. Duty to avoid conflicts of interest 176. Duty not to accept benefits from third parties 177. Duty to declare interest in proposed transaction or arrangement Supplementary provisions (ss. 178-181)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 (ss. 182-187)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 (ss. 188-226)Service contracts (ss. 188-189)188. Directors' long-term service contracts: requirement of members' approval 189. Directors' long-term service contracts: civil consequences of contravention Substantial property transactions (ss. 190-196)190. Substantial property transactions: requirement of members' approval 191. Meaning of "substantial"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 (ss. 197-214)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 202. Meaning of "credit transaction"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 Payments for loss of office (ss. 215-222)215. Payments for loss of office 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 221. Exception for small payments 222. Payments made without approval: civil consequences Supplementary (ss. 223-226)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 Chapter 4A Directors of quoted companies and traded companies: special provision (ss. 226A-226F)Interpretation (s. 226A)226A. Key definitions Restrictions relating to remuneration or loss of office payments (ss. 226B-226D)226B. Remuneration payments 226C. Loss of office payments 226D. Sections 226B and 226C: supplementary Supplementary (ss. 226E-226F)226E. Payments made without approval: civil consequences 226F. Relationship with requirements under Chapter 4 Chapter 5 Directors' service contracts (ss. 227-230)227. Directors' service contracts 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 (s. 231)231. Contract with sole member who is also a director Chapter 7 Directors' liabilities (ss. 232-239)Provision protecting directors from liability (ss. 232-238)232. Provisions protecting directors from liability 233. Provision of insurance 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 (s. 239)239. Ratification of acts of directors Chapter 8 Directors' residential addresses: protection from disclosure (ss. 240-246)240. Protected information 241. Protected information: restriction on use or disclosure by company 242. Protected information: restriction on disclosure by registrar 243. Permitted disclosure by the registrar 244. Disclosure under court order 245. Circumstances in which registrar may put address on the public record 246. Putting the address on the public record Chapter 9 Supplementary provisions (ss. 247-259)Provision for employees on cessation or transfer of business (s. 247)247. Power to make provision for employees on cessation or transfer of business Records of meetings of directors (ss. 248-249)248. Minutes of directors' meetings 249. Minutes as evidence Meaning of "director" and "shadow director" (ss. 250-251)250. "Director"251. "Shadow director"Other definitions (ss. 252-257)252. Persons connected with a director 253. Members of a director's family 254. Director "connected with" a body corporate 255. Director "controlling" a body corporate 256. Associated bodies corporate 257. References to company's constitution General (ss. 258-259)258. Power to increase financial limits 259. Transactions under foreign law Part 11 Derivative claims and proceedings by members (ss. 260-269)Chapter 1 Derivative claims in England and Wales or Northern Ireland (ss. 260-264)260. Derivative claims 261. Application for permission to continue derivative claim 262. Application for permission to continue claim as a derivative claim 263. Whether permission to be given 264. Application for permission to continue derivative claim brought by another member Chapter 2 Derivative proceedings in Scotland (ss. 265-269)265. Derivative proceedings 266. Requirement for leave and notice 267. Application to continue proceedings as derivative proceedings 268. Granting of leave 269. Application by member to be substituted for member pursuing derivative proceedings Part 12 Company secretaries (ss. 270-280)Private companies (s. 270)270. Private company not required to have secretary Public companies (ss. 271-273)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 (ss. 274-279)274. Discharge of functions where office vacant or secretary unable to act 274A. Alternative method of record-keeping 275. Duty to keep register of secretaries 276. Duty to notify registrar of changes 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 Option to keep information on the central register (ss. 279A-279F)279A. Right to make an election 279B. Effective date of election 279C. Effect of election on obligations under sections 275 and 276 279D. Duty to notify registrar of changes 279E. Withdrawing the election 279F. Power to extend option to public companies Notification of information about secretaries (ss. 279G-279M)279G. Duty to notify registrar of change in secretary or joint secretary 279H. Duty to notify registrar of changes of information 279I. Notification of changes occurring before company's incorporation 279J. Required information about a secretary etc: individuals 279K. Required information about a secretary etc: corporate secretaries and firms 279L. Firms all of whose partners are joint secretaries 279M. Secretary or joint secretary: offence of failure to notify of changes 280. Acts done by person in dual capacity Part 13 Resolutions and meetings (ss. 281-361)Chapter 1 General provisions about resolutions (ss. 281-287)281. Resolutions 282. Ordinary resolutions 283. Special resolutions 284. Votes: general rules 285. Voting by proxy 285A. Voting rights on poll or written resolution 286. Votes of joint holders of shares 287. Saving for provisions of articles as to determination of entitlement to vote Chapter 2 Written resolutions (ss. 288-300)General provisions about written resolutions (ss. 288-289)288. Written resolutions of private companies 289. Eligible members Circulation of written resolutions (ss. 290-295)290. Circulation date 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 294. Expenses of circulation 295. Application not to circulate members' statement Agreeing to written resolutions (ss. 296-297)296. Procedure for signifying agreement to written resolution 297. Period for agreeing to written resolution Supplementary (ss. 298-300)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 Chapter 3 Resolutions at meetings (ss. 301-335)General provisions about resolutions at meetings (s. 301)301. Resolutions at general meetings Calling meetings (ss. 302-306)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 306. Power of court to order meeting Notice of meetings (ss. 307-313)307. Notice required of general meeting 307A. Notice required of general meeting: certain meetings of traded companies 308. Manner in which notice to be given 309. Publication of notice of meeting on website 310. Persons entitled to receive notice of meetings 311. Contents of notices of meetings 311A. Traded companies: publication of information in advance of general meeting 312. Resolution requiring special notice 313. Accidental failure to give notice of resolution or meeting Members' statements (ss. 314-317)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 Procedure at meetings (ss. 318-323)318. Quorum at meetings 319. Chairman of meeting 319A. Traded companies: questions at meetings 320. Declaration by chairman on a show of hands 321. Right to demand a poll 322. Voting on a poll 322A. Voting on a poll: votes cast in advance 323. Representation of corporations at meetings Proxies (ss. 324-331)324. Rights to appoint proxies 324A. Obligation of proxy to vote in accordance with instructions 325. Notice of meeting to contain statement of rights 326. Company-sponsored invitations to appoint proxies 327. Notice required of appointment of proxy etc 328. Chairing meetings 329. Right of proxy to demand a poll 330. Notice required of termination of proxy's authority 331. Saving for more extensive rights conferred by articles Adjourned meetings (s. 332)332. Resolution passed at adjourned meeting Electronic communications (s. 333)333. Sending documents relating to meetings etc in electronic form 333A. Traded company: duty to provide electronic address for receipt of proxies etc Application to class meetings (ss. 334-335)334. Application to class meetings 335. Application to class meetings: companies without a share capital Chapter 4 Public companies and traded companies: additional requirements for AGMs (ss. 336-340)336. Public companies and traded companies: annual general meeting 337. Public companies and traded companies: notice of AGM 338. Public companies: members' power to require circulation of resolutions for AGMs 338A. Traded companies: members' power to include other matters in business dealt with at AGM 339. Public companies: company's duty to circulate members' resolutions for AGMs 340. Public companies: expenses of circulating members' resolutions for AGM 340A. Traded companies: duty to circulate members' matters for AGM 340B. Traded companies: expenses of circulating members' matters to be dealt with at AGM Chapter 5 Additional requirements for quoted companies and traded companies (ss. 341-354)Website publication of poll results (s. 341)341. Results of poll to be made available on website Independent report on poll (ss. 342-351)342. Members' power to require independent report on poll 343. Appointment of independent assessor 344. Independence requirement 345. Meaning of "associate"346. Effect of appointment of a partnership 347. The independent assessor's report 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 Supplementary (ss. 352-354)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 (ss. 355-359)355. Records of resolutions and meetings etc 356. Records as evidence of resolutions etc 357. Records of decisions by sole member 358. Inspection of records of resolutions and meetings 359. Records of resolutions and meetings of class of members Chapter 7 Supplementary provisions (ss. 360-361)360. Computation of periods of notice etc: clear day rule 360A. Electronic meetings and voting 360AA. Traded companies: confirmation of receipt of electronic voting 360B. Traded companies: requirements for participating in and voting at general meetings 360BA. Traded companies: right to confirmation of vote after a general meeting 360C. Meaning of "traded company"361. Meaning of "quoted company"Part 14 Control of political donations and expenditure (ss. 362-379)Introductory (s. 362)362. Introductory Donations and expenditure to which this Part applies (ss. 363-365)363. Political parties, organisations etc to which this Part applies 364. Meaning of "political donation"365. Meaning of "political expenditure"Authorisation required for donations or expenditure (ss. 366-368)366. Authorisation required for donations or expenditure 367. Form of authorising resolution 368. Period for which resolution has effect Remedies in case of unauthorised donations or expenditure (ss. 369-373)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 372. Costs of shareholder action 373. Information for purposes of shareholder action Exemptions (ss. 374-378)374. Trade unions 375. Subscription for membership of trade association 376. All-party parliamentary groups 377. Political expenditure exempted by order 378. Donations not amounting to more than £5,000 in any twelve month period Supplementary provisions (s. 379)379. Minor definitions Part 15 Accounts and reports (ss. 380-474)Chapter 1 Introduction (ss. 380-385)General (s. 380)380. Scheme of this Part Companies subject to the small companies regime (ss. 381-384B)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 384A. Companies qualifying as micro-entities 384B. Companies excluded from being treated as micro-entities Quoted and unquoted companies (s. 385)385. Quoted and unquoted companies Chapter 2 Accounting records (ss. 386-389)386. Duty to keep accounting records 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 Chapter 3 A company's financial year (ss. 390-392)390. A company's financial year 391. Accounting reference periods and accounting reference date 392. Alteration of accounting reference date Chapter 4 Annual accounts (ss. 393-414)General (s. 393)393. Accounts to give true and fair view Individual accounts (ss. 394-397)394. Duty to prepare individual accounts 394A. Individual accounts: exemption for dormant subsidiaries 394B. Companies excluded from the dormant subsidiaries exemption 394C. Dormant subsidiaries exemption: parent undertaking declaration of guarantee 395. Individual accounts: applicable accounting framework 396. Companies Act individual accounts 397. IAS individual accounts Group accounts: small companies (s. 398) [Heading omitted]398. Option to prepare group accounts Group accounts (ss. 399-402)399. Duty to prepare group accounts 400. Exemption for company included in UK group accounts of larger group 401. Exemption for company included in non-UK group accounts of larger group 402. Exemption if no subsidiary undertakings need be included in the consolidation Group accounts: general (ss. 403-408)403. Group accounts: applicable accounting framework 404. Companies Act group accounts 405. Companies Act group accounts: subsidiary undertakings included in the consolidation 406. IAS group accounts 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 (ss. 409-413)409. Information about related undertakings 410. Information about related undertakings: alternative compliance 410A. Information about off-balance sheet arrangements 411. Information about employee numbers and costs 412. Information about directors' benefits: remuneration 413. Information about directors' benefits: advances, credit and guarantees Approval and signing of accounts (s. 414)414. Approval and signing of accounts Chapter 4A Strategic report (ss. 414A-414D)414A. Duty to prepare strategic report 414B. Strategic report: small companies exemption 414C. Contents of strategic report 414CZA. Section 172(1) statement 414CA. Non-financial and sustainability information statement 414CB. Contents of non-financial and sustainability information statement 414D. Approval and signing of strategic report Chapter 5 Directors' report (ss. 415-419A)Directors' report (ss. 415-419A)415. Duty to prepare directors' report 415A. Directors' report: small companies exemption 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 419A. Approval and signing of separate corporate governance statement Chapter 6 Quoted companies and traded companies: directors' remuneration report (ss. 420-422A)420. Duty to prepare directors' remuneration report 421. Contents of directors' remuneration report 422. Approval and signing of directors' remuneration report 422A. Revisions to directors' remuneration policy Chapter 7 Publication of accounts and reports (ss. 423-436)Duty to circulate copies of accounts and reports (ss. 423-425)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 strategic report with supplementary material (ss. 426-426A)426. Option to provide strategic report with supplementary material 426A. Supplementary material Section 172(1) statement: requirements as to website publication (s. 426B-429)426B. Section 172(1) statement to be made available on website 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 and traded companies: requirements as to website publication (s. 430)430. Quoted companies and traded companies: annual accounts and reports to be made available on website Right of member or debenture holder to demand copies of accounts and reports (ss. 431-432)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 (ss. 433-436)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 (ss. 437-438)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 and traded companies: members' approval of directors' remuneration report (ss. 439-440)439. Quoted companies and traded companies: members' approval of directors' remuneration report 439A. Quoted companies and traded companies: members' approval of directors' remuneration policy 440. Quoted companies and traded companies: offences in connection with procedure for approval Chapter 10 Filing of accounts and reports (ss. 441-453)Duty to file accounts and reports (ss. 441-443)441. Duty to file accounts and reports with the registrar 442. Period allowed for filing accounts 443. Calculation of period allowed Filing obligations of different descriptions of company (ss. 443A-448C)443A. Filing obligations of micro-entities 444. Filing obligations of small companies other than micro-entities 444A. Filing obligations of companies entitled to small companies exemption in relation to directors' report 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 448A. Dormant subsidiaries exempt from obligation to file accounts 448B. Companies excluded from the dormant subsidiaries exemption 448C. Dormant subsidiaries filing exemption: parent undertaking declaration of guarantee Requirements where abbreviated accounts delivered (ss. 449-450)449. Special auditor's report where abbreviated accounts delivered 450. Approval and signing of abbreviated accounts Failure to file accounts and reports (ss. 451-453)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 (ss. 454-462)Voluntary revision (s. 454)454. Voluntary revision of accounts etc Secretary of State's notice (s. 455)455. Secretary of State's notice in respect of accounts or reports Application to court (ss. 456-458)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 (ss. 459-462)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 Chapter 12 Supplementary provisions (ss. 463-474)Liability for false or misleading statements in reports and statements (s. 463)463. Liability for false or misleading statements in reports and statements Accounting and reporting standards (s. 464)464. Accounting standards Companies qualifying as medium-sized (ss. 465-467)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 (s. 468)468. General power to make further provision about accounts and reports 468A. Use or disclosure of profit and loss accounts for certain companies Other supplementary provisions (ss. 469-474)469. Preparation and filing of accounts in euros 470. Power to apply provisions to banking partnerships 471. Meaning of "annual accounts" and related expressions 472. Notes to the accounts 472A. Meaning of "corporate governance statement" etc 473. Parliamentary procedure for certain regulations under this Part 474. Minor definitions Part 16 Audit (ss. 475-539)Chapter 1 Requirement for audited accounts (ss. 475-484)Requirement for audited accounts (ss. 475-476)475. Requirement for audited accounts 476. Right of members to require audit Exemption from audit: small companies (ss. 477-479)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 Exemption from audit: qualifying subsidiaries (ss. 479A-479C)479A. Subsidiary companies: conditions for exemption from audit 479B. Companies excluded from the subsidiary companies audit exemption 479C. Subsidiary companies audit exemption: parent undertaking declaration of guarantee Exemption from audit: dormant companies (ss. 480-481)480. Dormant companies: conditions for exemption from audit 481. Companies excluded from dormant companies exemption Companies subject to public sector audit (ss. 482-483)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 (s. 484)484. General power of amendment by regulations Chapter 2 Appointment of auditors (ss. 485-494)Private companies (ss. 485-488)485. Appointment of auditors of private company: general 485A. Appointment of auditors of private company: additional requirements for public interest entities with audit committees 485B. Appointment of auditors of private company: additional requirements for public interest entities without audit committees 485C. Restriction on appointment of auditor of private company which is a public interest entity 486. Appointment of auditors of private company: default power of Secretary of State 486A. Defective appointments: default power of Secretary of State 487. Term of office of auditors of private company 487A. Maximum engagement period: transitional arrangements 488. Prevention by members of deemed re-appointment of auditor Public companies (ss. 489-491A)489. Appointment of auditors of public company: general 489A. Appointment of auditors of public company: additional requirements for public interest entities with audit committees 489B. Appointment of auditors of public company: additional requirements for public interest entities without audit committees 489C. Restriction on appointment of auditor of public company which is a public interest entity 490. Appointment of auditors of public company: default power of Secretary of State 490A. Defective appointments: default power of Secretary of State 491. Term of office of auditors of public company 491A. Maximum engagement period: transitional arrangements General provisions (ss. 492-494A)492. Fixing of auditor's remuneration 493. Disclosure of terms of audit appointment 494. Disclosure of services provided by auditor or associates and related remuneration 494A. Interpretation 494ZA. The maximum engagement period Chapter 3 Functions of auditor (ss. 495-509)Auditor's report (ss. 495-497A)495. Auditor's report on company's annual accounts 496. Auditor's report on strategic report and director's report 497. Auditor's report on auditable part of directors' remuneration report 497A. Auditor's report on separate corporate governance statement Duties and rights of auditors (ss. 498-502)498. Duties of auditor 498A. Auditor's duties in relation to separate corporate governance statement 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 Signature of auditor's report (ss. 503-506)503. Signature of auditor's report 504. Senior statutory auditor 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 (ss. 507-509)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 (ss. 510-526)Removal of auditor (ss. 510-513)510. Resolution removing auditor from office 511. Special notice required for resolution removing auditor from office 511A. Public interest companies: application to court to remove auditor from office 512. Notice to registrar of resolution removing auditor from office 513. Rights of auditor who has been removed from office Failure to re-appoint auditor (ss. 514-515)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 Resignation of auditor (ss. 516-518)516. Resignation of auditor 517. Notice to registrar of resignation of auditor 518. Rights of resigning auditor Statement by auditor on ceasing to hold office (ss. 519-525)519. Statement by auditor to be sent to company 519A. Meaning of "public interest company", "non-public interest company" and "exempt reasons"520. Company's duties in relation to statement 521. Copy of statement to be sent to registrar 522. Duty of auditor to send statement to appropriate audit authority 523. Duty of company to notify appropriate audit authority 524. Provision of information to accounting authorities 525. Meaning of "appropriate audit authority"Supplementary (s. 526)526. Effect of casual vacancies Chapter 5 Quoted companies: right of members to raise audit concerns at accounts meeting (ss. 527-531)527. Members' power to require website publication of audit concerns 528. Requirements as to website availability 529. Website publication: company's supplementary duties 530. Website publication: offences 531. Meaning of "quoted company"Chapter 6 Auditors' liability (ss. 532-538)Voidness of provisions protecting auditors from liability (s. 532)532. Voidness of provisions protecting auditors from liability Indemnity for costs of defending proceedings (s. 533)533. Indemnity for costs of successfully defending proceedings Liability limitation agreements (ss. 534-538)534. Liability limitation agreements 535. Terms of liability limitation agreement 536. Authorisation of agreement by members of the company 537. Effect of liability limitation agreement 538. Disclosure of agreement by company Chapter 7 Supplementary provisions (ss. 538A-539)538A. Meaning of "corporate governance statement" etc 539. Minor definitions Part 17 A company's share capital (ss. 540-657)Chapter 1 Shares and share capital of a company (ss. 540-548)Shares (ss. 540-546)540. Shares 541. Nature of shares 542. Nominal value of shares 543. Numbering of shares 544. Transferability of shares 545. Companies having a share capital 546. Issued and allotted share capital Share capital (ss. 547-548)547. Called-up share capital 548. Equity share capital Chapter 2 Allotment of shares: general provisions (ss. 549-559)Power of directors to allot shares (ss. 549-551)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 (ss. 552-553)552. General prohibition of commissions, discounts and allowances 553. Permitted commission Registration of allotment (s. 554)554. Registration of allotment Return of allotment (ss. 555-557)555. Return of allotment by limited company 556. Return of allotment by unlimited company allotting new class of shares 557. Offence of failure to make return Supplementary provisions (ss. 558-559)558. When shares are allotted 559. Provisions about allotment not applicable to shares taken on formation Chapter 3 Allotment of equity securities: existing shareholders' right of pre-emption (ss. 560-577)Introductory (s. 560)560. Meaning of "equity securities" and related expressions Existing shareholders' right of pre-emption (ss. 561-563)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 Exceptions to right of pre-emption (ss. 564-566A)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 566A Exception to pre-emption right: companies in financial difficulty Exclusion of right of pre-emption (ss. 567-568)567. Exclusion of requirements by private companies 568. Exclusion of pre-emption right: articles conferring corresponding right Disapplication of pre-emption rights (ss. 569-573)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 Supplementary (ss. 574-577)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 (ss. 578-579)578. Public companies: allotment where issue not fully subscribed 579. Public companies: effect of irregular allotment where issue not fully subscribed Chapter 5 Payment for shares (ss. 580-592)General rules (ss. 580-583)580. Shares not to be allotted at a discount 581. Provision for different amounts to be paid on shares 582. General rule as to means of payment 583. Meaning of payment in cash Additional rules for public companies (ss. 584-587)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 Supplementary provisions (ss. 588-592)588. Liability of subsequent holders of shares 589. Power of court to grant relief 590. Penalty for contravention of this Chapter 591. Enforceability of undertakings to do work etc 592. The appropriate rate of interest Chapter 6 Public companies: independent valuation of non-cash consideration (ss. 593-609)Non-cash consideration for shares (ss. 593-597)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 or division 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 (ss. 598-604)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 Supplementary provisions (ss. 605-609)605. Liability of subsequent holders of shares 606. Power of court to grant relief 607. Penalty for contravention of this Chapter 608. Enforceability of undertakings to do work etc 609. The appropriate rate of interest Chapter 7 Share premiums (ss. 610-616)The share premium account (s. 610)610. Application of share premiums Relief from requirements as to share premiums (ss. 611-615)611. Group reconstruction relief 612. Merger relief 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 Supplementary provisions (s. 616)616. Interpretation of this Chapter Chapter 8 Alteration of share capital (ss. 617-628)How share capital may be altered (s. 617)617. Alteration of share capital of limited company Subdivision or consolidation of shares (ss. 618-619)618. Sub-division or consolidation of shares 619. Notice to registrar of sub-division or consolidation Reconversion of stock into shares (ss. 620-621)620. Reconversion of stock into shares 621. Notice to registrar of reconversion of stock into shares Redenomination of share capital (ss. 622-628)622. Redenomination of share capital 623. Calculation of new nominal values 624. Effect of redenomination 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 628. Redenomination reserve Chapter 9 Classes of share and class rights (ss. 629-640)Introductory (s. 629)629. Classes of shares Variation of class rights (ss. 630-635)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 Matters to be notified to the registrar (ss. 636-640)636. Notice of name or other designation of class of shares 637. Notice of particulars of variation of rights attached to shares 638. Notice of new class of members 639. Notice of name or other designation of class of members 640. Notice of particulars of variation of class rights Chapter 10 Reduction of share capital (ss. 641-653)Introductory (s. 641)641. Circumstances in which a company may reduce its share capital Private companies: reduction of capital supported by solvency statement (ss. 642-644)642. Reduction of capital supported by solvency statement 643. Solvency statement 644. Registration of resolution and supporting documents Reduction of capital confirmed by the court (ss. 645-649)645. Application to court for order of confirmation 646. Creditors entitled to object to reduction 647. Offences in connection with list of creditors 648. Court order confirming reduction 649. Registration of order and statement of capital Public company reducing capital below authorised minimum (ss. 650-651)650. Public company reducing capital below authorised minimum 651. Expedited procedure for re-registration as a private company Effect of reduction of capital (ss. 652-653)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 (ss. 654-657)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 (ss. 658-737)Chapter 1 General provisions (ss. 658-676)Introductory (ss. 658-659)658. General rule against limited company acquiring its own shares 659. Exceptions to general rule Shares held by company's nominee (ss. 660-661)660. Treatment of shares held by nominee 661. Liability of others where nominee fails to make payment in respect of shares Shares held by or for public company (ss. 662-669)662. Duty to cancel shares in public company held by or for the company 663. Notice of cancellation of shares 664. Re-registration as private company in consequence of cancellation 665. Issue of certificate of incorporation on re-registration 666. Effect of failure to re-register 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 Charges of public company on own shares (s. 670)670. Public companies: general rule against lien or charge on own shares Supplementary provisions (ss. 671-676)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 675. Meaning of "pension scheme"676. Application of provisions to directors Chapter 2 Financial assistance for purchase of own shares (ss. 677-683)Introductory (s. 677)677. Meaning of "financial assistance"Circumstances in which financial assistance prohibited (ss. 678-680)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 Exceptions from prohibition (ss. 681-682)681. Unconditional exceptions 682. Conditional exceptions Supplementary (s. 683)683. Definitions for this Chapter Chapter 3 Redeemable shares (ss. 684-689)684. Power of limited company to issue redeemable shares 685. Terms and manner of redemption 686. Payment for redeemable shares 687. Financing of redemption 688. Redeemed shares treated as cancelled 689. Notice to registrar of redemption Chapter 4 Purchase of own shares (ss. 690-708)General provisions (ss. 690-692)690. Power of limited company to purchase own shares 691. Payment for purchase of own shares 692. Financing of purchase of own shares Authority for purchase of own shares (ss. 693-693A)693. Authority for purchase of own shares 693A. Authority for off-market purchase for the purposes of or pursuant to an employees' share scheme Authority for off-market purchase (ss. 694-700)694. Authority for off-market purchase 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 Authority for market purchase (s. 701)701. Authority for market purchase Supplementary provisions (ss. 702-708)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 706. Treatment of shares purchased 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 (ss. 709-723)Introductory (s. 709)709. Power of private limited company to redeem or purchase own shares out of capital The permissible capital payment (ss. 710-712)710. The permissible capital payment 711. Available profits 712. Determination of available profits Requirements for payment out of capital (ss. 713-720)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 719. Public notice of proposed payment 720. Directors' statement and auditor's report to be available for inspection Requirements for payment out of capital: employees' share schemes (ss. 720A-720B)720A. Reduced requirements for payment out of capital for purchase of own shares for the purposes of or pursuant to an employees' share scheme 720B. Registration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees' share scheme Objection to payment by members or creditors (ss. 721-722)721. Application to court to cancel resolution 722. Notice to registrar of court application or order Supplementary provisions (s. 723)723. Time when payment out of capital to be made or shares to be surrendered Chapter 6 Treasury shares (ss. 724-732)724. Treasury shares 725. Treasury shares: maximum holdings 726. Treasury shares: exercise of rights 727. Treasury shares: disposal 728. Treasury shares: notice of disposal 729. Treasury shares: cancellation 730. Treasury shares: notice of cancellation 731. Treasury shares: treatment of proceeds of sale 732. Treasury shares: offences Chapter 7 Supplementary provisions (ss. 733-737)733. The capital redemption reserve 734. Accounting consequences of payment out of capital 735. Effect of company's failure to redeem or purchase 736. Meaning of "distributable profits"737. General power to make further provision by regulations Part 19 Debentures (ss. 738-754)General provisions (ss. 738-742)738. Meaning of "debenture"739. Perpetual debentures 740. Enforcement of contract to subscribe for debentures 741. Registration of allotment of debentures 742. Debentures to bearer (Scotland)Register of debenture holders (ss. 743-748)743. Register of debenture holders 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 Supplementary provisions (ss. 749-754)749. Right of debenture holder to copy of deed 750. Liability of trustees of debentures 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 Part 20 Private and public companies (ss. 755-767)Chapter 1 Prohibition of public offers by private companies (ss. 755-760)755. Prohibition of public offers by private company 756. Meaning of "offer to the public"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 (ss. 761-767)761. Public company: requirement as to minimum share capital 762. Procedure for obtaining certificate 763. The authorised minimum 764. Power to alter authorised minimum 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 (ss. 768-790)Chapter 1 Certification and transfer of securities: general (ss. 768-782)Share certificates (s. 768)768. Share certificate to be evidence of title Issue of certificates etc on allotment (s. 769)769. Duty of company as to issue of certificates etc on allotment Transfer of securities (ss. 770-775)770. Registration of transfer 771. Procedure on transfer being lodged 772. Transfer of shares on application of transferor 773. Execution of share transfer by personal representative 774. Evidence of grant of probate etc 775. Certification of instrument of transfer Issue of certificates etc on transfer (ss. 776-777)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 (s. 778)778. Issue of certificates etc: allotment or transfer to financial institution Share warrants (ss. 779-781)779. Prohibition on issue of new share warrants and effect of existing share warrants 780. Duty of company as to issue of certificates on surrender of share warrant 781. Offences in connection with share warrants (Scotland)Supplementary provisions (s. 782)782. Issue of certificates etc: court order to make good default Chapter 2 Evidencing and transfer of title to securities without written instrument (ss. 783-790)Introductory (ss. 783-784)783. Scope of this Chapter 784. Power to make regulations Powers exercisable (ss. 785-787)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 Supplementary (ss. 788-790)788. Provision that may be included in regulations 789. Duty to consult 790. Resolutions to be forwarded to registrar Part 21A Information about people with significant control (ss. 790A-790ZG)Chapter 1 Introduction (ss. 790A-790CA)790A. Overview 790B. Companies to which this Part applies 790C. Key terms 790CA. References to "confirmation" etc of information Chapter 2 Information-Gathering (ss. 790D-790L)Duty on companies (ss. 790CB-790F)790CB. Duty to find out about persons with significant control 790D. Company’s duty to give notices to persons with significant control 790DA. Obtaining information from third parties 790E. Company’s duty to find out about changes in PSC information 790EA Company’s duty to find out about persons ceasing to be PSCs 790EB. Company’s duty to notify failure to comply with notices 790EC. Company’s duty to notify of late compliance with notices 790F. Failure by company to comply with information duties Duty on others (ss. 790G-790HA)790G. Duty to notify company on becoming PSC 790H. Duty to notify company of changes in PSC information 790HA. Duty to notify company of ceasing to be a PSC Compliance (s. 790I)790I. Enforcement of disclosure requirements Power to impose further duties (s. 790IA)790IA. Power to impose further duties involving nominee shareholders Exemption from information and registration requirements (s. 790J)790J. Power to make exemptions Required particulars (ss. 790K-790L)790K. Required particulars 790L Required particulars: power to amend Chapter 2A Duty to notify registrar of persons with significant control and ID verification (ss. 790LA-790LL)Duty to notify registrar of persons with significant control (ss. 790LA-790LC)790LA. Duty to notify registrar of confirmed persons with significant control 790LB. Option to provide ID verification information in notice of change 790LC. Duty to notify registrar of unconfirmed persons with significant control Duty to notify registrar of changes in required particulars (ss. 790LD-790LE)790LD. Duties to notify of changes in required particulars 790LE. Duty to notify of pre-incorporation changes in required particulars Duty to notify registrar of person ceasing to be person with significant control etc (ss. 790LF-790LL)790LF. Duty to notify registrar when person ceases to have significant control 790LG. Notification of someone not becoming person with significant control on incorporation 790LH. Duty to notify registrar if company ceases to have persons with significant control 790LI. Power to create further duties to notify information 790LJ. Persons with significant control: offence of failure to notify 790LK. Power of court to order company to remedy defaults or delay 790LL. Information as to whether information has been delivered Identity verification obligations for persons with significant control (ss. 790LM-790LT)790LM. Initial identity verification: registrable persons 790LN. Initial identity verification for registrable persons: transitional cases 790LO. Initial identity verification: registrable relevant legal entities 790LP. Initial identity verification in respect of registrable relevant legal entities: transitional cases 790LQ. Registrable persons: duty to maintain verified identity status 790LR. Registrable relevant legal entities: duty to maintain registered officer whose identity is verified 790LS. Registrable relevant legal entities: change of registered relevant officer 790LT. Offence of failing to comply with sections 790LM to 790LR Chapter 3 Register of People With Significant Control (ss. 790M-790VA)790M. Duty to keep register 790N. Register to be kept available for inspection 790O. Rights to inspect and require copies 790P. PSC register: response to request for inspection or copy 790Q. PSC register: refusal of inspection or default in providing copy 790R. PSC register: offences in connection with request for or disclosure of information 790S. Information as to state of register 790T. Protected information 790U. Removal of entries from the register 790V. Power of court to rectify register 790VA. Notification of changes to the registrar Chapter 4 Alternative Method of Record-Keeping (ss. 790W-790ZE)790W. Introductory 790X. Right to make an election 790Y. Effective date of election 790Z. Effect of election on obligations under Chapter 3 790ZA. Duty to notify registrar of changes 790ZB. Information as to state of central register 790ZC. Power of court to order company to remedy default or delay 790ZD. Withdrawing the election 790ZE. Power to extend option to public companies Chapter 5 Protection From Disclosure (ss. 790ZF-790ZH)790ZF. Protection of information as to usual residential address 790ZG. Power to make regulations protecting material 790ZH. Offence of failing to comply with regulations under section 790ZG Part 22 Information about interests in a company's shares (ss. 791-828)Introductory (ss. 791-792)791. Companies to which this Part applies 792. Shares to which this Part applies Notice requiring information about interests in shares (ss. 793-796)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 Orders imposing restrictions on shares (ss. 797-802)797. Consequences of order imposing restrictions 798. Penalty for attempted evasion of restrictions 799. Relaxation of restrictions 800. Removal of restrictions 801. Order for sale of shares 802. Application of proceeds of sale under court order Power of members to require company to act (ss. 803-807)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 806. Report to members: offences 807. Right to inspect and request copy of reports Register of interests disclosed (ss. 808-819)808. Register of interests disclosed 809. Register to be kept available for inspection 810. Associated index 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 Meaning of interest in shares (ss. 820-825)820. Interest in shares: general 821. Interest in shares: right to subscribe for shares 822. Interest in shares: family interests 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 Other supplementary provisions (ss. 826-828)826. Information protected from wider disclosure 827. Reckoning of periods for fulfilling obligations 828. Power to make further provision by regulations Part 23 Distributions (ss. 829-853)Chapter 1 Restrictions on when distributions may be made (ss. 829-835)Introductory (s. 829)829. Meaning of "distribution"General rules (ss. 830-831)830. Distributions to be made only out of profits available for the purpose 831. Net asset restriction on distributions by public companies Distributions by investment companies or Solvency 2 insurance companies (ss. 832-835)832. Distributions by investment companies out of accumulated revenue profits 833. Meaning of "investment company"833A. Distributions by insurance companies authorised under the Solvency 2 Directive 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 (ss. 836-840)Justification of distribution by reference to accounts (s. 836)836. Justification of distribution by reference to relevant accounts Requirements applicable in relation to relevant accounts (ss. 837-839)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 (s. 840)840. Successive distributions etc by reference to the same accounts Chapter 3 Supplementary provisions (ss. 841-853)Accounting matters (ss. 841-844)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 of certain insurance companies 844. Treatment of development costs Distributions in kind (ss. 845-846)845. Distributions in kind: determination of amount 846. Distributions in kind: treatment of unrealised profits Consequences of unlawful distribution (s. 847)847. Consequences of unlawful distribution Other matters (ss. 848-853)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 853. Minor definitions Part 24 Annual confirmation of accuracy of information on register (ss. 853A-853L)853A. Duty to deliver confirmation statements 853B. Duties to notify a relevant event 853BA. Duty to confirm lawful purpose 853C. Duty to notify a change in company's principal business activities 853CA. Duty to notify a change in registered office 853CB. Duty to notify a change in registered email address 853D. Duty to deliver statement of capital 853E. Duty to notify trading status of shares 853F. Duty to deliver shareholder information: non-traded companies 853G. Duty to deliver shareholder information: certain traded companies 853H. Duty to deliver information about exemption from Part 21A 853I. Duty to deliver information about people with significant control 853J. Power to amend duties to deliver certain information 853K. Confirmation statements: power to make further provision by regulations 853L. Failure to deliver confirmation statement 854. Duty to deliver annual returns [Substituted with new Part 24]855. Contents of annual return: general [Substituted with new Part 24]855A. Required particulars of directors and secretaries [Substituted with new Part 24]856. Contents of annual return: information about shares and share capital [Substituted with new Part 24]856A. Contents of annual return: information about shareholders: non-traded companies [Substituted with new Part 24]856B. Contents of annual return: information about shareholders: traded companies [Substituted with new Part 24]857. Contents of annual return: power to make further provision by regulations [Substituted with new Part 24]858. Failure to deliver annual return [Substituted with new Part 24]859. Application of provisions to shadow directors Part 25 Company charges (ss. 859A-894)Chapter A1 Registration of company charges (ss. 859A-859Q)Company charges (ss. 859A-859G)859A. Charges created by a company 859B. Charge in series of debentures 859C. Charges existing on property or undertaking acquired 859D. Particulars to be delivered to registrar 859E. Date of creation of charge 859F. Extension of period allowed for delivery 859G. Personal information etc in certified copies Consequence of non-delivery (s. 859H)859H. Consequence of failure to deliver charges The register (ss. 859I-859O)859I. Entries on the register 859J. Company holding property or undertaking as trustee 859K. Registration of enforcement of security 859L. Entries of satisfaction and release 859M. Rectification of register 859N. Replacement of instrument or debenture 859O. Notification of addition to or amendment of charge Companies' records and registers (ss. 859P-859Q)859P. Companies to keep copies of instruments creating and amending charges 859Q. Instruments creating charges to be available for inspection Chapter 1 Companies registered in England and Wales or in Northern Ireland (ss. 860-877)Requirement to register company charges (ss. 860-862)860. Charges created by a company 861. Charges which have to be registered: supplementary 862. Charges existing on property acquired Special rules about debentures (ss. 863-865)863. Charge in series of debentures 864. Additional registration requirement for commission etc in relation to debentures 865. Endorsement of certificate on debentures Charges in other jurisdictions (ss. 866-867)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 Orders charging land: Northern Ireland (s. 868)868. Northern Ireland: registration of certain charges etc. affecting land The register of charges (ss. 869-873)869. Register of charges to be kept by registrar 870. The period allowed for registration 871. Registration of enforcement of security 872. Entries of satisfaction and release 873. Rectification of register of charges Avoidance of certain charges (s. 874)874. Consequence of failure to register charges created by a company Companies' records and registers (ss. 875-877)875. Companies to keep copies of instruments creating charges 876. Company's register of charges 877. Instruments creating charges and register of charges to be available for inspection Chapter 2 Companies registered in Scotland (ss. 878-892)Charges requiring registration (ss. 878-881)878. Charges created by a company 879. Charges which have to be registered: supplementary 880. Duty to register charges existing on property acquired 881. Charge by way of ex facie absolute disposition, etc Special rules about debentures (ss. 882-883)882. Charge in series of debentures 883. Additional registration requirement for commission etc in relation to debentures Charges on property outside the United Kingdom (s. 884)884. Charges on property outside United Kingdom The register of charges (ss. 885-888)885. Register of charges to be kept by registrar 886. The period allowed for registration 887. Entries of satisfaction and relief 888. Rectification of register of charges Avoidance of certain charges (s. 889)889. Charges void unless registered Companies' records and registers (ss. 890-892)890. Copies of instruments creating charges to be kept by company 891. Company's register of charges 892. Instruments creating charges and register of charges to be available for inspection Chapter 3 Powers of the Secretary of State (ss. 893-894)893. Power to make provision for effect of registration in special register 894. General power to make amendments to this Part Part 26 Arrangements and reconstructions: General (ss. 895-901)Application of this Part (s. 895)895. Application of this Part Meeting of creditors or members (ss. 896-898)896. Court order for holding of meeting 897. Statement to be circulated or made available 898. Duty of directors and trustees to provide information Court sanction for compromise or arrangement (s. 899)899. Court sanction for compromise or arrangement Special cases (s. 899A)899A. Moratorium debts, etc Reconstructions and amalgamations (s. 900)900. Powers of court to facilitate reconstruction or amalgamation Obligations of company with respect to articles etc (s. 901)901. Obligations of company with respect to articles etc Part 26A Arrangements and reconstructions: companies in financial difficulty (ss. 901A-901L)Application of this Part (ss. 901A.-901B)901A. Application of this Part 901B. Power to exclude companies providing financial services, etc Meeting of creditors or members (ss. 901C-901E)901C. Court order for holding of meeting 901D. Statement to be circulated or made available 901E. Duty of directors and trustees to provide information Court sanction for compromise or arrangement (ss. 901F-901G)901F. Court sanction for compromise or arrangement 901G. Sanction for compromise or arrangement where one or more classes dissent Special cases (ss. 901H-901I)901H. Moratorium debts, etc 901I. Pension schemes Reconstructions and amalgamations (s. 901J)901J. Powers of court to facilitate reconstruction or amalgamation Obligations of company with respect to articles etc (s. 901K)901K. Obligations of company with respect to articles etc Power to amend Act (s. 901L)901L. Power to amend Act Part 27 Mergers and divisions of public companies (ss. 902-941)Chapter 1 Introductory (ss. 902-903)902. Application of this Part 903. Relationship of this Part to Parts 26 and 26A Chapter 2 Merger (ss. 904-918A)Introductory (s. 904)904. Mergers and merging companies Requirements applicable to merger (ss. 905-914)905. Draft terms of scheme (merger)906. Publication of draft terms by registrar (merger)906A. Publication of draft terms on company website (merger)907. Approval of members of merging companies 908. Directors' explanatory report (merger)909. Expert's report (merger)910. Supplementary accounting statement (merger)911. Inspection of documents (merger)911A. Publication of documents on company website (merger)911B. Report on material changes of assets of merging companies 912. Approval of articles of new transferee company (merger)913. Protection of holders of securities to which special rights attached (merger)914. No allotment of shares to transferor company or transferee company (merger)Exceptions where shares of transferor company held by transferee company (ss. 915-917)915. Circumstances in which certain particulars and reports not required (merger)915A. Other circumstances in which reports and inspection not required (merger)916. Circumstances in which meeting of members of transferee company not required (merger)917. Circumstances in which no meetings required (merger)Other exceptions (ss. 917A-918A)917A. Other circumstances in which meeting of members of transferor company not required (merger)918. Other circumstances in which meeting of members of transferee company not required (merger)918A. Agreement to dispense with reports etc (merger)Chapter 3 Division (ss. 919-934)Introductory (s. 919)919. Divisions and companies involved in a division Requirements to be complied with in case of division (ss. 920-930)920. Draft terms of scheme (division)921. Publication of draft terms by registrar (division)921A. Publication of draft terms on company website (division)922. Approval of members of companies involved in the division 923. Directors' explanatory report (division)924. Expert's report (division)925. Supplementary accounting statement (division)926. Inspection of documents (division)926A. Publication of documents on company website (division)927. Report on material changes of assets of transferor company (division)928. Approval of articles of new transferee company (division)929. Protection of holders of securities to which special rights attached (division)930. No allotment of shares to transferor company or to transferee company (division)Exceptions where shares of transferor company held by transferee company (s. 931)931. Circumstances in which meeting of members of transferor company not required (division)Other exceptions (ss. 932-934)931A. Other circumstances in which meeting of members of transferor company not required (division)932. Circumstances in which meeting of members of transferee company not required (division)933. Agreement to dispense with reports etc (division)933A. Certain requirements excluded where shareholders given proportional rights (division)934. Power of court to exclude certain requirements (division)Chapter 4 Supplementary provisions (ss. 935-941)Expert's report and related matters (ss. 935-937)935. Expert's report: valuation by another person 936. Experts and valuers: independence requirement 937. Experts and valuers: meaning of "associate"Powers of the court (ss. 938-939)938. Power of court to summon meeting of members or creditors of existing transferee company 939. Court to fix date for transfer of undertaking etc of transferor company Liability of transferee companies (s. 940)940. Liability of transferee companies for each other's defaults Interpretation (s. 941)941. Meaning of "liabilities" and "property"Disruption of websites (s. 940A)940A Disregard of website failures beyond control of company Part 28 Takeovers etc (ss. 942-992)Chapter 1 The Takeover Panel (ss. 942-965)The Panel and its rules (ss. 942-946)942. The Panel 943. Rules 944. Further provisions about rules 945. Rulings 946. Directions Information (ss. 947-949)947. Power to require documents and information 948. Restrictions on disclosure 949. Offence of disclosure in contravention of section 948 Co-operation (s. 950)950. Panel's duty of co-operation Hearings and appeals (s. 951)951. Hearings and appeals Contravention of rules etc (ss. 952-956)952. Sanctions 953. Failure to comply with rules about bid documentation 954. Compensation 955. Enforcement by the court 956. No action for breach of statutory duty etc Funding (ss. 957-959)957. Fees and charges 958. Levy 959. Recovery of fees, charges or levy Miscellaneous and supplementary (ss. 960-965)960. Panel as party to proceedings 961. Exemption from liability in damages 962. Privilege against self-incrimination 963. Annual reports 964. Amendments to Financial Services and Markets Act 2000 965. Power to extend to Isle of Man and Channel Islands Chapter 2 Impediments to takeovers (ss. 966-973)Opting in and opting out (ss. 966-967)966. Opting in and opting out 967. Further provision about opting-in and opting-out resolutions Consequences of opting in (ss. 968-969)968. Effect on contractual restrictions 969. Power of offeror to require general meeting to be called Supplementary (ss. 970-973)970. Communication of decisions 971. Interpretation of this Chapter 972. Transitory provision 973. Power to extend to Isle of Man and Channel Islands Chapter 3 "Squeeze-out" and "Sell-out" (ss. 974-991)Takeover offers (ss. 974-978)974. Meaning of "takeover offer"975. Shares already held by the offeror etc 976. Cases where offer treated as being on same terms 977. Shares to which an offer relates 978. Effect of impossibility etc of communicating or accepting offer "Squeeze-out" (ss. 979-982)979. Right of offeror to buy out minority shareholder 980. Further provision about notices given under section 979 981. Effect of notice under section 979 982. Further provision about consideration held on trust under section 981(9)"Sell-out" (ss. 983-985)983. Right of minority shareholder to be bought out by offeror 984. Further provision about rights conferred by section 983 985. Effect of requirement under section 983 Supplementary (ss. 986-987)986. Applications to the court 987. Joint offers Interpretation (ss. 988-991)988. Associates 989. Convertible securities 990. Debentures carrying voting rights 991. Interpretation Chapter 4 Amendments to Part 7 of the Companies Act 1985 (s. 992)992. Matters to be dealt with in directors' report Part 29 Fraudulent trading (s. 993)993. Offence of fraudulent trading Part 30 Protection of members against unfair prejudice (ss. 994-999)Main provisions (ss. 994-996)994. Petition by company member 995. Petition by Secretary of State 996. Powers of the court under this Part Supplementary provisions (ss. 997-999)997. Application of general rule-making powers 998. Copy of order affecting company's constitution to be delivered to registrar 999. Supplementary provisions where company's constitution altered Part 31 Dissolution and restoration to the register (ss. 1000-1034)Chapter 1 Striking off (ss. 1000-1011)Registrar's power to strike off defunct company (ss. 1000-1002)1000. Power to strike off company not carrying on business or in operation 1001. Duty to act in case of company being wound up 1002. Supplementary provisions as to service of communication or notice Registrar's power to strike off company registered on false basis (s. 1002A)1002A. Power to strike off company registered on false basis Voluntary striking off (ss. 1003-1011)1003. Striking off on application by company 1004. Circumstances in which application not to be made: activities of company 1005. Circumstances in which application not to be made: other proceedings not concluded 1006. Copy of application to be given to members, employees, etc 1007. Copy of application to be given to new members, employees, etc 1008. Copy of application: provisions as to service of documents 1009. Circumstances in which application to be withdrawn 1010. Withdrawal of application 1011. Meaning of "creditor"Chapter 2 Property of dissolved company (ss. 1012-1023)Property vesting as bona vacantia (ss. 1012-1014)1012. Property of dissolved company to be bona vacantia 1013. Crown disclaimer of property vesting as bona vacantia 1014. Effect of Crown disclaimer Effect of Crown disclaimer: England and Wales and Northern Ireland (ss. 1015-1019)1015. General effect of disclaimer 1016. Disclaimer of leaseholds 1017. Power of court to make vesting order 1018. Protection of persons holding under a lease 1019. Land subject to rentcharge Effect of Crown disclaimer: Scotland (ss. 1020-1022)1020. General effect of disclaimer 1021. Power of court to make vesting order 1022. Protection of persons holding under a lease Supplementary provisions (s. 1023)1023. Liability for rentcharge on company's land after dissolution Chapter 3 Restoration to the register (ss. 1024-1034)Administrative restoration to the register (ss. 1024-1028)1024. Application for administrative restoration to the register 1025. Requirements for administrative restoration 1026. Application to be accompanied by statement of compliance 1027. Registrar's decision on application for administrative restoration 1028. Effect of administrative restoration 1028A. Administrative restoration of company with share warrants Financial penalties (s. 1132A)1132A. Power to make provision for financial penalties Restoration to the register by the court (ss. 1029-1032)1029. Application to court for restoration to the register 1030. When application to the court may be made 1031. Decision on application for restoration by the court 1032. Effect of court order for restoration to the register 1032A. Restoration by court of company with share warrants Supplementary provisions (ss. 1033-1034)1033. Company's name on restoration 1034. Effect of restoration to the register where property has vested as bona vacantia Part 32 Company investigations: amendments (ss. 1035-1039)1035. Powers of Secretary of State to give directions to inspectors 1036. Resignation, removal and replacement of inspectors 1037. Power to obtain information from former inspectors etc 1038. Power to require production of documents 1039. Disqualification orders: consequential amendments Part 33 UK companies not formed under companies legislation (ss. 1040-1043)Chapter 1 Companies not formed under companies legislation but authorised to register (ss. 1040-1042)1040. Companies authorised to register under this Act 1041. Definition of "joint stock company"1042. Power to make provision by regulations Chapter 2 Unregistered companies (s. 1043)1043. Unregistered companies Part 34 Overseas companies (ss. 1044-1059)Introductory (ss. 1044-1045)1044. Overseas companies 1045. Company contracts and execution of documents by companies Registration of particulars (ss. 1046-1048B)1046. Duty to register particulars 1047. Registered name of overseas company 1048. Registration under alternative name 1048A. Registered addresses of an overseas company 1048B. Identity verification of directors Other requirements (ss. 1049-1053)1049. Accounts and reports: general 1050. Accounts and reports: credit or financial institutions 1051. Trading disclosures 1052. Company charges 1053. Other returns etc Supplementary (ss. 1054-1059)1054. Offences 1055. Disclosure of individual's residential address: protection from disclosure 1056. Requirement to identify persons authorised to accept service of documents 1057. Registrar to whom returns, notices etc to be delivered 1058. Duty to give notice of ceasing to have registrable presence 1059. Application of provisions in case of relocation of branch Part 35 The registrar of companies (ss. 1059A-1120)Scheme of this Part (s. 1059A)1059A. Scheme of this Part The registrar (ss. 1060-1063)1060. The registrar 1061. The registrar's functions 1062. The registrar's official seal 1062A. Analysis of information for the purposes of crime prevention or detection 1063. Fees payable to registrar Certificates of incorporation (ss. 1064-1065)1064. Public notice of issue of certificate of incorporation 1065. Right to certificate of incorporation Registered numbers (ss. 1066-1067)1066. Company's registered numbers 1067. Registered numbers of UK establishments of overseas company Who may deliver documents to the registrar (ss. 1067A-1067B)1067A. Delivery of documents: identity verification requirements etc 1067B. Disqualification from delivering documents Delivery of documents to the registrar (ss. 1068-1071)1068. Registrar's requirements as to form, authentication and manner of delivery 1068A. Registrar's rules requiring documents to be delivered together 1069. Power to require delivery by electronic means 1070. Agreement for delivery by electronic means 1071. Document not delivered until received Requirements for proper delivery (ss. 1072-1076)1072. Requirements for proper delivery 1073. Power to accept documents not meeting requirements for proper delivery 1073A. Power to reject documents for discrepancies 1074. Documents containing unnecessary material 1075. Informal correction of document 1076. Replacement of document not meeting requirements for proper delivery Public notice of receipt of certain documents (ss. 1077-1079A)1077. Public notice of receipt of certain documents 1078. Enhanced disclosure documents 1079. Effect of failure to give public notice 1079A. Provision of information for publication on European e-Justice portal Notice of receipt of documents about new directors (s. 1079B)1079B. Duty to notify directors The register (ss. 1080-1084A)1080. The register 1081. Annotation of the register 1081A. Registrar's objectives to promote integrity of registers etc 1082. Allocation of unique identifiers 1083. Preservation of original documents 1084. Records relating to companies that have been dissolved etc 1084A. Recording of optional information on register Inspection etc of the register (ss. 1085-1092)1085. Inspection of the register 1086. Right to copy of material on the register 1087. Material not available for public inspection 1087ZA. Required particulars available for public inspection for limited period 1087A. Information about a person's date of birth 1087B. Disclosure of DOB information 1087C. Disclosure of date of birth information 1088. Power to make regulations protecting material 1089. Form of application for inspection or copy 1090. Form and manner in which copies to be provided 1091. Certification of copies as accurate 1092. Issue of process for production of records kept by the registrar Additional information (ss. 1092A-1092C)1092A. Power to require information 1092B. Offence relating to provision of information 1092C. Privilege against self-incrimination Correction or removal of material on the register (ss. 1093-1098)1093. Registrar's notice to resolve inconsistency 1094. Removal of material from the register 1094A. Further provision about removal of material from the register 1094B. Power of court to make consequential orders following removal 1095. Rectification of register on application to registrar 1095A. Rectification of register to resolve a discrepancy 1096. Rectification of the register under court order 1097. Powers of court on ordering removal of material from the register 1097A. Rectification of register relating to company registered office 1097B Rectification of register: service addresses 1097C Rectification of register: principal office addresses 1098. Public notice of removal of certain material from the register Authorised corporate service providers (ss. 1098A-1098H)1098A. Meaning of "authorised corporate service provider"1098B. Application to become authorised corporate service provider 1098C. The required information about an applicant 1098D. Delivery of applications under section 1098B on behalf of a firm 1098E. Updating duties of authorised corporate service providers 1098F. Ceasing to be an authorised corporate service provider 1098G. Power to impose duties to provide information 1098H. Power to enable authorisation of foreign corporate service providers The registrar's index of company names (ss. 1099-1101)1099. The registrar's index of company names 1100. Right to inspect index 1101. Power to amend enactments relating to bodies other than companies Language requirements: translation (ss. 1102-1107)1102. Application of language requirements 1103. Documents to be drawn up and delivered in English 1104. Documents relating to Welsh companies 1105. Documents that may be drawn up and delivered in other languages 1106. Voluntary filing of translations 1107. Certified translations Language requirements: transliteration (ss. 1108-1110)1108. Transliteration of names and addresses: permitted characters 1109. Transliteration of names and addresses: voluntary transliteration into Roman characters 1110. Transliteration of names and addresses: certification Identity verification (ss. 1110A-1110C)1110A. Meaning of "identity is verified"1110B. Verification requirements 1110C. Identity verification: exemption on national security grounds etc Discrepancy reporting (s. 1110D)1110D. Power to require businesses to report discrepancies Disclosure of information (ss. 1110E-1110G)1110E. Disclosure to the registrar 1110F. Disclosure by the registrar 1110G. Disclosure: supplementary Supplementary provisions (ss. 1111-1120)1111. Registrar's requirements as to certification or verification 1112. False statements: basic offence 1112A. False statements: aggravated offence 1112B. False statements offences: national security etc defence 1113. Enforcement of company's filing obligations 1114. Application of provisions about documents and delivery 1115. Supplementary provisions relating to electronic communications 1116. Alternative to publication in the Gazette 1117. Registrar's rules 1118. Payments into the Consolidated Fund 1119. Contracting out of registrar's functions 1120. Application of this Part to overseas companies Part 36 Offences under the Companies Acts and financial penalties (ss. 1121-1133)Liability of officer in default (ss. 1121-1123)1121. Liability of officer in default 1122. Liability of company as officer in default 1123. Application to bodies other than companies Offences under the Companies Act 1985 (s. 1124)1124. Amendments of the Companies Act 1985 General provisions (ss. 1125-1131)1125. Meaning of "daily default fine"1126. Consents required for certain prosecutions 1127. Summary proceedings: venue 1128. Summary proceedings: time limit for proceedings 1129. Legal professional privilege 1130. Proceedings against unincorporated bodies 1131. Imprisonment on summary conviction in England and Wales: transitory provision Production and inspection of documents (s. 1132)1132. Production and inspection of documents where offence suspected Supplementary (s. 1133)1133. Transitional provision Part 37 Companies: supplementary provisions (ss. 1134-1157)Company records (ss. 1134-1138)1134. Meaning of "company records"1135. Form of company records 1136. Regulations about where certain company records to be kept available for inspection 1137. Regulations about inspection of records and provision of copies 1138. Duty to take precautions against falsification Service addresses (ss. 1139-1142)1139. Service of documents on company 1140. Service of documents on directors, secretaries and others 1141. Service addresses 1142. Requirement to give service address Sending or supplying documents or information (ss. 1143-1148)1143. The company communications provisions 1144. Sending or supplying documents or information 1145. Right to hard copy version 1146. Requirement of authentication 1147. Deemed delivery of documents and information 1148. Interpretation of company communications provisions Requirements as to independent valuation (ss. 1149-1153)1149. Application of valuation requirements 1150. Valuation by qualified independent person 1151. The independence requirement 1152. Meaning of "associate"1153. Valuer entitled to full disclosure Notice of appointment of certain officers (ss. 1154-1155)1154. Duty to notify registrar of certain appointments etc 1155. Offence of failure to give notice Courts and legal proceedings (ss. 1156-1157)1156. Meaning of "the court"1157. Power of court to grant relief in certain cases Part 38 Companies: interpretation (ss. 1158-1174)Meaning of "UK-registered company" (s. 1158)1158. Meaning of "UK-registered company"Meaning of "subsidiary" and related expressions (ss. 1159-1160)1159. Meaning of "subsidiary" etc 1160. Meaning of "subsidiary" etc: power to amend Meaning of "undertaking" and related expressions (ss. 1161-1162)1161. Meaning of "undertaking" and related expressions 1162. Parent and subsidiary undertakings Other definitions (ss. 1163-1171)1163. "Non-cash asset"1164. Meaning of "banking company" and "banking group"1165. Meaning of "insurance company" and related expressions 1166. "Employees' share scheme"1167. Meaning of "prescribed"1168. Hard copy and electronic form and related expressions 1169. Dormant companies 1170. Meaning of "EEA State" and related expressions 1170A. Receiver or manager and certain related references 1170B. Meaning of "contributory"1171. The former Companies Acts General (ss. 1172-1174)1172. References to requirements of this Act 1173. Minor definitions: general 1174. Index of defined expressions Part 39 Companies: minor amendments (ss. 1175-1181)1175. Removal of special provisions about accounts and audit of charitable companies 1176. Power of Secretary of State to bring civil proceedings on company's behalf 1177. Repeal of certain provisions about company directors 1178. Repeal of requirement that certain companies publish periodical statement 1179. Repeal of requirement that Secretary of State prepare annual report 1180. Repeal of certain provisions about company charges 1181. Access to constitutional documents of RTE and RTM companies Part 40 Company directors: foreign disqualification etc (ss. 1182-1191)Introductory (ss. 1182-1183)1182. Persons subject to foreign restrictions 1183. Meaning of "the court" and "UK company"Power to disqualify (ss. 1184-1186)1184. Disqualification of persons subject to foreign restrictions 1185. Disqualification regulations: supplementary 1186. Offence of breach of disqualification Power to make persons liable for company's debts (s. 1187)1187. Personal liability for debts of company Power to require statements to be sent to the registrar of companies (ss. 1188-1191)1188. Statements from persons subject to foreign restrictions 1189. Statements from persons disqualified 1190. Statements: whether to be made public 1191. Offences Part 41 Business names (ss. 1192-1208)Chapter 1 Restricted or prohibited names (ss. 1192-1199A)Introductory (s. 1192)1192. Application of this Chapter Sensitive words or expressions (ss. 1193-1196A)1193. Name suggesting connection with government or public authority 1194. Other sensitive words or expressions 1195. Requirement to seek comments of government department or other relevant body 1196. Withdrawal of Secretary of State's approval 1196A Names suggesting connection with foreign governments etc Misleading names (ss. 1197-1198)1197. Name containing inappropriate indication of company type or legal form 1198. Name giving misleading indication of activities Restrictions where a company has been required to change a name (ss. 1198A-1198B)1198A Name that a company has been required to change 1198B Name that another company has been required to change Supplementary (ss. 1199-1199A)1199. Savings for existing lawful business names 1199A. Exceptions based on national security etc Chapter 2 Disclosure required in case of individual or partnership (ss. 1200-1206)Introductory (ss. 1200-1201)1200. Application of this Chapter 1201. Information required to be disclosed Disclosure requirements (ss. 1202-1204)1202. Disclosure required: business documents etc 1203. Exemption for large partnerships if certain conditions met 1204. Disclosure required: business premises Consequences of failure to make required disclosure (ss. 1205-1206)1205. Criminal consequences of failure to make required disclosure 1206. Civil consequences of failure to make required disclosure Chapter 3 Supplementary (ss. 1207-1208)1207. Application of general provisions about offences 1208. Interpretation Part 42 Statutory Auditors (ss. 1209-1264)Chapter 1 Introductory (ss. 1209-1211)1209. Main purposes of Part 1210. Meaning of "statutory auditor" etc 1211. Eligibility for appointment as a statutory auditor: overview Chapter 2 Individuals and firms (ss. 1212-1225G)Eligibility for appointment (ss. 1212-1213)1212. Individuals and firms: eligibility for appointment as a statutory auditor 1213. Effect of ineligibility Independence requirement (ss. 1214-1215)1214. Independence requirement 1215. Effect of lack of independence Effect of appointment of a partnership (s. 1216)1216. Effect of appointment of a partnership Supervisory bodies (ss. 1217-1218)1217. Supervisory bodies 1218. Exemption from liability for damages Professional qualifications (ss. 1219-1222)1219. Appropriate qualifications 1220. Qualifying bodies and recognised professional qualifications 1221. Approval of third country qualifications 1222. Eligibility of individuals retaining only 1967 Act authorisation Information (ss. 1223-1224B)1223. Matters to be notified to the Secretary of State 1223ZA. Matters to be notified to the competent authority 1224. The Secretary of State's power to call for information 1224ZA. The competent authority's power to call for information 1223A. Notification of matters relevant to approved third country competent authorities 1224A. Restrictions on disclosure 1224B. Offence of disclosure in contravention of section 1224A Enforcement (ss. 1225-1225G)1225. Enforcement: general 1225A. Directions: general 1225B. Directions: supplementary 1225C. Compliance orders 1225D. Financial penalties: general 1225E. Financial penalties: supplementary 1225F. Appeals against financial penalties 1225G. Recovery of financial penalties Chapter 3 Auditors General (ss. 1226-1238)Eligibility for appointment (s. 1226)1226. Auditors General: eligibility for appointment as a statutory auditor Conduct of audits (s. 1227)1227. Individuals responsible for audit work on behalf of Auditors General The Independent Supervisor (s. 1228)1228. Appointment of the Independent Supervisor Supervision of Auditors General (ss. 1229-1230)1229. Supervision of Auditors General by the Independent Supervisor 1230. Duties of Auditors General in relation to supervision arrangements Reporting requirement (s. 1231)1231. Reports by the Independent Supervisor Information (ss. 1232-1233)1232. Matters to be notified to the Independent Supervisor 1233. The Independent Supervisor's power to call for information Enforcement (ss. 1234-1236)1234. Suspension notices 1235. Effect of suspension notices 1236. Compliance orders Proceedings (s. 1237)1237. Proceedings involving the Independent Supervisor Grants (s. 1238)1238. Grants to the Independent Supervisor Chapter 4 The register of auditors etc (ss. 1239-1240)1239. The register of auditors 1240. Information to be made available to public Chapter 4A Equivalent Third Countries and Transitional Third Countries (s. 1240A)1240A. Power to approve third countries as equivalent or transitional third countries Chapter 4B Approved Third Country Competent Authorities (s. 1240B)1240B. Power to approve third country competent authorities Chapter 5 Registered third country auditors (ss. 1241-1247)Introductory (s. 1241)1241. Meaning of "registered third country auditor" and "UK-traded third country company"Duties (s. 1242)1242. Duties of registered third country auditors Information (ss. 1243-1244)1243. Matters to be notified to the Secretary of State 1244. The Secretary of State's power to call for information Enforcement (ss. 1245-1247)1245. Compliance orders 1246. Removal of third country auditors from the register of auditors 1247. Grants to bodies concerned with arrangements under Schedule 12 Chapter 6 Supplementary and general (ss. 1248-1264)Power to require second company audit (ss. 1248-1249)1248. Secretary of State's power to require second audit of a company 1249. Supplementary provision about second audits False and misleading statements (s. 1250)1250. Misleading, false and deceptive statements Fees (s. 1251)1251. Fees Duty of Secretary of State to report on inspections (s. 1251A)1251A. Duty of the Secretary of State to report on inspections Delegation of Secretary of State's functions (ss. 1252-1253)1252. Delegation of the Secretary of State's functions 1253. Delegation of functions to an existing body Cooperation with foreign competent authorities (ss. 1253A-1253C)1253A. Requests to foreign competent authorities 1253B. Requests from approved third country competent authorities 1253C. Notification to approved third country competent authorities Transfer of papers to third countries (ss. 1253D-1253F)1253D. Restriction on transfer of audit working papers to third countries 1253DA. Transfer by Secretary of State 1253DB. Transfer by statutory auditor with approval of Secretary of State 1253DC. Transfer by statutory auditor for purposes of investigation of auditor 1253DD. Agreement of third country competent authority 1253DE. Transfer by means of inspection 1253E. Working arrangements for transfer of papers 1253F. Publication of working arrangements International obligations (s. 1254)1254. Directions to comply with international obligations General provision relating to offences (ss. 1255-1257)1255. Offences by bodies corporate, partnerships and unincorporated associations 1256. Time limits for prosecution of offences 1257. Jurisdiction and procedure in respect of offences Notices etc (ss. 1258-1259)1258. Service of notices 1259. Documents in electronic form Interpretation (ss. 1260-1262)1260. Meaning of "associate"1261. Minor definitions 1262. Index of defined expressions Miscellaneous and general (ss. 1263-1264)1263. Power to make provision in consequence of changes affecting accountancy bodies 1264. Consequential amendments Part 43 Transparency obligations and related matters (ss. 1265-1273)Introductory (s. 1265)1265. The transparency obligations directive Transparency obligations (ss. 1266-1268)1266. Transparency rules 1267. Competent authority's power to call for information 1268. Powers exercisable in case of infringement of transparency obligation Other matters (ss. 1269-1273)1269. Corporate governance rules 1270. Liability for false or misleading statements in certain publications 1271. Exercise of powers where UK is host member State 1272. Transparency obligations and related matters: minor and consequential amendments 1273. Corporate governance regulations Part 44 Miscellaneous provisions (ss. 1274-1283)Regulation of actuaries etc (ss. 1274-1276)1274. Grants to bodies concerned with actuarial standards etc 1275. Levy to pay expenses of bodies concerned with actuarial standards etc 1276. Application of provisions to Scotland and Northern Ireland Information as to exercise of voting rights by institutional investors (ss. 1277-1280)1277. Power to require information about exercise of voting rights 1278. Institutions to which information provisions apply 1279. Shares to which information provisions apply 1280. Obligations with respect to provision of information Disclosure of information under the Enterprise Act 2002 (s. 1281)1281. Disclosure of information under the Enterprise Act 2002 Expenses of winding up (s. 1282)1282. Payment of expenses of winding up Commonhold associations (s. 1283)1283. Amendment of memorandum or articles of commonhold association Part 45 Northern Ireland (ss. 1284-1287)1284. Extension of Companies Acts to Northern Ireland 1285. Extension of GB enactments relating to UK Societas 1286. Extension of GB enactments relating to certain other forms of business organisation 1287. Extension of enactments relating to business names Part 46 General supplementary provisions (ss. 1288-1297)Regulations and orders (ss. 1288-1292)1288. Regulations and orders: statutory instrument 1289. Regulations and orders: negative resolution procedure 1290. Regulations and orders: affirmative resolution procedure 1291. Regulations and orders: approval after being made 1292. Regulations and orders: supplementary Meaning of "enactment" (s. 1293)1293. Meaning of "enactment"Bank of England (s. 1292A)1292A. Bank of England Consequential and transitional provisions (ss. 1294-1297)1294. Power to make consequential amendments etc 1295. Repeals 1296. Power to make transitional provision and savings 1297. Continuity of the law Part 47 Final provisions (ss. 1298-1300)1298. Short title 1299. Extent 1300. Commencement Schedules Schedule 1 Connected persons: references to an interest in shares or debentures Schedule 1A References to People With Significant Control Over a Company Schedule 1A, Part 1 The Specified Conditions (paras. 1-6)Schedule 1A, Part 2 Holding an interest in a Company Etc (paras. 7-9)Schedule 1A, Part 3 Supplementary Provision (paras. 10-25)Schedule 1A, Part 4 Power to Amend Thresholds Etc (para. 26)Schedule 1B Enforcement of Disclosure Requirements Schedule 1C Rules of the Takeover Panel: general principles and other provision Schedule 1C, Part 1 General principles (paras. 1-6)Schedule 1C, Part 2 Other provision (paras. 7-21)Schedule 2 Specified persons, descriptions of disclosures etc for the purposes of section 948 Schedule 2, Part 1 Specified persons Schedule 2, Part 2 Specified descriptions of disclosures Schedule 2, Part 3 Overseas regulatory bodies Schedule 3 Amendments of remaining provisions of the Companies Act 1985 relating to offences Schedule 4 Documents and information sent or supplied to a company Schedule 4, Part 1 Introduction (para. 1)Schedule 4, Part 2 Communications in hard copy form (paras. 2-4)Schedule 4, Part 2A Communications in Electronic Form: From the Registrar or the Secretary of State (para. 4A)Schedule 4, Part 3 Communications in electronic form in other cases (paras. 5-7)Schedule 4, Part 4 Other agreed forms of communication (para. 8)Schedule 5 Communications by a company Schedule 5, Part 1 Introduction (para. 1)Schedule 5, Part 2 Communications in hard copy form (paras. 2-4)Schedule 5, Part 3 Communications in electronic form (paras. 5-7)Schedule 5, Part 4 Communications by means of a website (paras. 8-14)Schedule 5, Part 5 Other agreed forms of communication (para. 15)Schedule 5, Part 6 Supplementary provisions (paras. 16-17)Schedule 6 Meaning of "subsidiary" etc: supplementary provisions Schedule 7 Parent and subsidiary undertakings: supplementary provisions Schedule 8 Index of defined expressions Schedule 9 Removal of special provisions about accounts and audit of charitable companies Schedule 9, Part 1 The Companies Act 1985 (paras. 1-8)Schedule 9, Part 2 The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6) (paras. 9-16)Schedule 10 Recognised supervisory bodies Schedule 10, Part 1 Grant and revocation of recognition of a supervisory body (paras. 1-5)Schedule 10, Part 2 Requirements for recognition of a supervisory body (paras. 5A-20A)Schedule 10, Part 3 Arrangements in which recognised supervisory bodies are required to participate (paras. 21-27)Schedule 11 Recognised professional qualifications Schedule 11, Part 1 Grant and revocation of recognition of a professional qualification (paras. 1-5)Schedule 11, Part 2 Requirements for recognition of a professional qualification (paras. 6-11)Schedule 11A Specified persons, descriptions, disclosures etc for the purposes of section 1224A Schedule 11A, Part 1 Specified persons (paras. 1-17D)Schedule 11A, Part 2 Specified descriptions of disclosures (paras. 18-78)Schedule 11A, Part 3 Overseas regulatory bodies (paras. 79-80)Schedule 12 Arrangements in which registered third country auditors are required to participate (paras. 1-6)Schedule 13 Supplementary provisions with respect to delegation order Schedule 14 Statutory auditors: consequential amendments Schedule 15 Transparency obligations and related matters: minor and consequential amendments Schedule 15, Part 1 Amendments of the Financial Services and Markets Act 2000 (paras. 1-12)Schedule 15, Part 2 Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (paras. 13-15)Schedule 16 Repeals

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Version status: In force | Document consolidation status: Updated to reflect all known changes

Version date: 1 October 2009 - onwards

33. Effect of company's constitution

(1) The provisions of a company's constitution bind the company and its members to the same extent as if there were covenants on the part of the company and of each member to observe those provisions.

(2) Money payable by a member to the company under its constitution is a debt due from him to the company.

In England and Wales and Northern Ireland it is of the nature of an ordinary contract debt.

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