Companies Act 2006

Contents

19,044 provisions, too many to show on one page. Open a part or section to read it with its history and connections, or search inside the text.

1. Part 1 · General introductory provisions
   1. Companies and Companies Acts
   2. Types of company
2. Part 2 · Company formation
   1. General
   2. Registration and its effect
   3. Requirements for registration
3. Part 3 · A company's constitution
   1. Chapter 1 Introductory
   2. Chapter 2 Articles of association
   3. Chapter 3 Resolutions and agreements affecting a company's constitution
   4. Chapter 4 Miscellaneous and supplementary provisions
4. Part 4 · A company's capacity and related matters
   1. Capacity of company and power of directors to bind it
   2. Formalities of doing business under the law of England and Wales or Northern Ireland
   3. Formalities of doing business under the law of Scotland
   4. Other matters
5. Part 5 · A company's name
   1. Chapter 1 General requirements
   2. Chapter 2 Indications of company type or legal form
   3. Chapter 3 Similarity to other names
   4. Chapter 4 Other powers of the Secretary of State and the registrar
   5. Chapter 4A Exceptions
   6. Chapter 5 Change of name
   7. Chapter 6 Trading disclosures
6. Part 6 · A company's registered office and email address
   1. General
   2. Registered email address
   3. Welsh companies
7. Part 7 · Re-registration as a means of altering a company's status
   1. Introductory
   2. Private company becoming public
   3. Private limited company becoming unlimited
   4. Public company becoming private
   5. Public company becoming private and unlimited
   6. Unlimited private company becoming limited
8. Part 8 · A company's members
   1. Chapter 1 The members of a company
   2. Chapter 2 Register of members
   3. Chapter 2A Option to keep information on central register
   4. Chapter 3 Overseas branch registers
   5. Chapter 4 Prohibition on subsidiary being member of its holding company
9. Part 9 · Exercise of members' rights
   1. Effect of provisions in company's articles
   2. Exercise of rights where shares held on behalf of others
   3. Information rights
10. Part 10 · A company's directors
    1. Chapter 1 Appointment and removal of directors
    2. Chapter 2 General duties of directors
    3. Chapter 3 Declaration of interest in existing transaction or arrangement
    4. Chapter 4 Transactions with directors requiring approval of members
    5. Chapter 4A Directors of quoted companies and traded companies: special provision
    6. Chapter 5 Directors' service contracts
    7. Chapter 6 Contracts with sole members who are directors
    8. Chapter 7 Directors' liabilities
    9. Chapter 8 Directors' residential addresses: protection from disclosure
    10. Chapter 9 Supplementary provisions
11. Part 11 · Derivative claims and proceedings by members
    1. Chapter 1 Derivative claims in England and Wales or Northern Ireland
    2. Chapter 2 Derivative proceedings in Scotland
12. Part 12 · Company secretaries
    1. Notification of information about secretaries
    2. ...
    3. Person acting in dual capacity
    4. Private companies
    5. Provisions applying to private companies with a secretary and to public companies
    6. Public companies
13. Part 13 · Resolutions and meetings
    1. Chapter 1 General provisions about resolutions
    2. Chapter 2 Written resolutions
    3. Chapter 3 Resolutions at meetings
    4. Chapter 4 Public companies and traded companies: additional requirements for AGMs
    5. Chapter 5 Additional requirements for quoted companies AND TRADED COMPANIES
    6. Chapter 6 Records of resolutions and meetings
    7. Chapter 7 Supplementary provisions
14. Part 14 · Control of political donations and expenditure
    1. Exemptions
    2. Introductory
    3. Authorisation required for donations or expenditure
    4. Donations and expenditure to which this Part applies
    5. Remedies in case of unauthorised donations or expenditure
    6. Supplementary provisions
15. Part 15 · Accounts and reports
    1. Chapter 1 Introduction
    2. Chapter 2 Accounting records
    3. Chapter 3 A company's financial year
    4. Chapter 4 Annual accounts
    5. Chapter 4A Strategic report
    6. Chapter 5 Directors' report
    7. Chapter 6 Quoted companies and traded companies: directors' remuneration report
    8. Chapter 7 Publication of accounts and reports
    9. Chapter 8 Public companies: laying of accounts and reports before general meeting
    10. Chapter 9 Quoted companies and traded companies: members' approval of directors' remuneration report
    11. Chapter 10 Filing of accounts and reports
    12. Chapter 11 Revision of defective accounts and reports
    13. Chapter 12 Supplementary provisions
16. Part 16 · Audit
    1. Chapter 1 Requirement for audited accounts
    2. Chapter 2 Appointment of auditors
    3. Chapter 3 Functions of auditor
    4. Chapter 4 Removal, resignation, etc of auditors
    5. Chapter 5 Quoted companies: right of members to raise audit concerns at accounts meeting
    6. Chapter 6 Auditors' liability
    7. Chapter 7 Supplementary provisions
17. Part 17 · A company's share capital
    1. Chapter 1 Shares and share capital of a company
    2. Chapter 2 Allotment of shares: general provisions
    3. Chapter 3 Allotment of equity securities: existing shareholders' right of pre-emption
    4. Chapter 4 Public companies: allotment where issue not fully subscribed
    5. Chapter 5 Payment for shares
    6. Chapter 6 Public companies: independent valuation of non-cash consideration
    7. Chapter 7 Share premiums
    8. Chapter 8 Alteration of share capital
    9. Chapter 9 Classes of share and class rights
    10. Chapter 10 Reduction of share capital
    11. Chapter 11 Miscellaneous and supplementary provisions
18. Part 18 · Acquisition by limited company of its own shares
    1. Chapter 1 General provisions
    2. Chapter 2 Financial assistance for purchase of own shares
    3. Chapter 3 Redeemable shares
    4. Chapter 4 Purchase of own shares
    5. Chapter 5 Redemption or purchase by private company out of capital
    6. Chapter 6 Treasury shares
    7. Chapter 7 Supplementary provisions
19. Part 19 · Debentures
    1. General provisions
    2. Register of debenture holders
    3. Supplementary provisions
20. Part 20 · Private and public companies
    1. Chapter 1 Prohibition of public offers by private companies
    2. Chapter 2 Minimum share capital requirement for public companies
21. Part 21 · Certification and transfer of securities
    1. Chapter 1 Certification and transfer of securities: general
    2. Chapter 2 Evidencing and transfer of title to securities without written instrument
22. Part 21A · Information about people with significant control
    1. Chapter 1 Introduction
    2. Chapter 2 Information-gathering
    3. Chapter 2A Duty to notify registrar of persons with significant control and ID verification
    4. Chapter 3 Register of people with significant control
    5. Chapter 4 Alternative method of record-keeping
    6. Chapter 5 Protection from disclosure
23. Part 22 · Information about interests in a company's shares
    1. Introductory
    2. Meaning of interest in shares
    3. Notice requiring information about interests in shares
    4. Orders imposing restrictions on shares
    5. Other supplementary provisions
    6. Power of members to require company to act
    7. Register of interests disclosed
24. Part 23 · Distributions
    1. Chapter 1 Restrictions on when distributions may be made
    2. Chapter 2 Justification of distribution by reference to accounts
    3. Chapter 3 Supplementary provisions
25. Part 24 · Annual confirmation of accuracy of information on register
    1. 853A Duty to deliver confirmation statements
    2. 853B Duties to notify a relevant event
    3. 853BA Duty to confirm lawful purpose
    4. 853C Duty to notify a change in company's principal business activities
    5. 853CA Duty to notify a change in registered office
    6. 853CB Duty to notify a change in registered email address
    7. 853D Duty to deliver statement of capital
    8. 853E Duty to notify trading status of shares
    9. 853F Duty to deliver shareholder information: non-traded companies
    10. 853G Duty to deliver shareholder information: certain traded companies
    11. 853H Duty to deliver information about exemption from Part 21A
    12. 853I Duty to deliver information about people with significant control
    13. 853J Power to amend duties to deliver certain information
    14. 853K Confirmation statements: power to make further provision by regulations
    15. 853L Failure to deliver confirmation statement
    16. 854 Duty to deliver annual returns
    17. 855 Contents of annual return: general
    18. 855A Required particulars of directors and secretaries
    19. 856 Contents of annual return: information about shares and share capital
    20. 856A Contents of annual return: information about shareholders: non-traded companies
    21. 856B Contents of annual return: information about shareholders: certain traded companies
    22. 857 Contents of annual return: power to make further provision by regulations
    23. 858 Failure to deliver annual return
    24. 859 Application of provisions to shadow directors
26. Part 25 · Company charges
    1. Chapter 1 Companies registered in England and Wales or in Northern Ireland
    2. Chapter 2 Companies registered in Scotland
    3. Chapter 3 Powers of the Secretary of State
    4. Chapter A1 Registration of company charges
27. Part 26 · Arrangements and reconstructions: general
    1. Application of this Part
    2. Court sanction for compromise or arrangement
    3. Meeting of creditors or members
    4. Obligations of company with respect to articles etc
    5. Reconstructions and amalgamations
    6. Special cases
28. Part 26A · Arrangements and reconstructions: companies in financial difficulty
    1. Application of this Part
    2. Court sanction for compromise or arrangement
    3. Meeting of creditors or members
    4. Obligations of company with respect to articles etc
    5. Power to amend Act
    6. Reconstructions and amalgamations
    7. Special cases
29. Part 27 · Mergers and divisions of public companies
    1. Chapter 1 Introductory
    2. Chapter 2 Merger
    3. Chapter 3 Division
    4. Chapter 4 Supplementary provisions
30. Part 28 · Takeovers etc
    1. Chapter 1 The Takeover Panel
    2. Chapter 2 Impediments to takeovers
    3. Chapter 3 “Squeeze-out” and “Sell-out”
    4. Chapter 4 Amendments to Part 7 of the Companies Act 1985
31. Part 29 · Fraudulent trading
    1. 993 Offence of fraudulent trading
32. Part 30 · Protection of members against unfair prejudice
    1. Main provisions
    2. Supplementary provisions
33. Part 31 · Dissolution and restoration to the register
    1. Chapter 1 Striking off
    2. Chapter 2 Property of dissolved company
    3. Chapter 3 Restoration to the register
34. Part 32 · Company investigations: amendments
    1. 1035 Powers of Secretary of State to give directions to inspectors
    2. 1036 Resignation, removal and replacement of inspectors
    3. 1037 Power to obtain information from former inspectors etc
    4. 1038 Power to require production of documents
    5. 1039 Disqualification orders: consequential amendments
35. Part 33 · UK companies not formed under companies legislation
    1. Chapter 1 Companies not formed under companies legislation but authorised to register
    2. Chapter 2 Unregistered companies
36. Part 34 · Overseas companies
    1. Introductory
    2. Supplementary
    3. Other requirements
    4. Registration of particulars
37. Part 35 · The registrar of companies
    1. Scheme of this Part Scheme of this Part (1) The scheme of this Part is as follows.
    2. Additional information
    3. Authorised corporate service providers
    4. Certificates of incorporation
    5. Correction or removal of material on the register
    6. Delivery of documents to the registrar
    7. Disclosure of information
    8. Discrepancy reporting
    9. Identity verification
    10. Inspection etc of the register
    11. Language requirements: translation
    12. Language requirements: transliteration
    13. Notice of receipt of documents about new directors
    14. Public notice of receipt of certain documents
    15. Registered numbers
    16. Requirements for proper delivery
    17. Supplementary provisions
    18. The register
    19. The registrar
    20. The registrar's index of company names
    21. Who may deliver documents to the registrar
38. Part 36 · Offences under the Companies Acts and financial penalties
    1. Supplementary
    2. Financial penalties
    3. General provisions
    4. Liability of officer in default
    5. Offences under the Companies Act 1985
    6. Production and inspection of documents
39. Part 37 · Companies: supplementary provisions
    1. Company records
    2. Courts and legal proceedings
    3. Notice of appointment of certain officers
    4. Requirements as to independent valuation
    5. Sending or supplying documents or information
    6. Service addresses
40. Part 38 · Companies: interpretation
    1. General
    2. Meaning of “subsidiary” and related expressions
    3. Meaning of “UK-registered company”
    4. Meaning of “undertaking” and related expressions
    5. Other definitions
41. Part 39 · Companies: minor amendments
    1. 1175 Removal of special provisions about accounts and audit of charitable companies
    2. 1176 Power of Secretary of State to bring civil proceedings on company's behalf
    3. 1177 Repeal of certain provisions about company directors
    4. 1178 Repeal of requirement that certain companies publish periodical statement
    5. 1179 Repeal of requirement that Secretary of State prepare annual report
    6. 1180 Repeal of certain provisions about company charges
    7. 1181 Access to constitutional documents of RTE and RTM companies
42. Part 40 · Company directors: foreign disqualification etc
    1. Introductory
    2. Power to disqualify
    3. Power to make persons liable for company's debts
    4. Power to require statements to be sent to the registrar of companies
43. Part 41 · Business names
    1. Chapter 1 Restricted or prohibited names
    2. Chapter 2 Disclosure required in case of individual or partnership
    3. Chapter 3 Supplementary
44. Part 42 · Statutory Auditors
    1. Chapter 1 Introductory
    2. Chapter 2 Individuals and firms
    3. Chapter 3 Auditors General
    4. Chapter 4 The register of auditors etc
    5. Chapter 4A Equivalent Third Countries and Transitional Third Countries
    6. Chapter 4B Approved Third Country Competent Authorities
    7. Chapter 5 Registered third country auditors
    8. Chapter 6 Supplementary and general
45. Part 43 · Transparency obligations and related matters
    1. Introductory
    2. Other matters
    3. Transparency obligations
46. Part 44 · Miscellaneous provisions
    1. Commonhold associations
    2. Disclosure of information under the Enterprise Act 2002
    3. Expenses of winding up
    4. Information as to exercise of voting rights by institutional investors
    5. Regulation of actuaries etc
47. Part 45 · Northern Ireland
    1. 1284 Extension of Companies Acts to Northern Ireland
    2. 1285 Extension of GB enactments relating to UK Societas
    3. 1286 Extension of GB enactments relating to certain other forms of business organisation
    4. 1287 Extension of enactments relating to business names
48. Part 46 · General supplementary provisions
    1. “Bank of England”
    2. Consequential and transitional provisions
    3. Meaning of “enactment”
    4. Regulations and orders
49. Part 47 · Final provisions
    1. 1298 Short title
    2. 1299 Extent
    3. 1300 Commencement
50. Schedule 1 · Connected persons: references to an interest in shares or debentures
    1. Introduction
    2. General provisions
    3. Rights to acquire shares
    4. Right to exercise or control exercise of rights
    5. Bodies corporate
    6. Trusts
51. Schedule 1A · References to people with significant control over a company
    1. Part 1 The specified conditions
    2. Part 2 Holding an interest in a company etc
    3. Part 3 Supplementary provision
    4. Part 4 Power to amend thresholds etc
52. Schedule 1B · Enforcement of disclosure requirements
    1. Right to issue restrictions notice
    2. Relevant interests
    3. Effect of restrictions notice
    4. Protection of third party rights
    5. Breach of restrictions
    6. Relaxation of restrictions
    7. Orders for sale
    8. Company's power to withdraw restrictions notice
    9. Supplementary provision
    10. Offence of failing to comply with notices
    11. Offence of failing to provide information
    12. False statements: basic offence
    13. False statements: aggravated offence
53. Schedule 1C · Rules of the Takeover Panel: general principles and other provision
    1. Part 1 General principles
    2. PART2 Other provision
54. Schedule 2 · Specified persons, descriptions of disclosures etc for the purposes of section 948
    1. Part 1 Specified persons
    2. Part 2 Specified descriptions of disclosures
    3. Part 3 Overseas regulatory bodies
55. Schedule 3 · Amendments of remaining provisions of the Companies Act 1985 relating to offences
    1. Failure to give information about interests in shares etc
    2. Obstruction of rights conferred by a warrant or failure to comply with requirement under section 448
    3. Wrongful disclosure of information to which section 449 applies
    4. Destruction, mutilation etc of company documents
    5. Provision of false information in purported compliance with section 447
    6. Obstruction of inspector, etc exercising power to enter and remain on premises
    7. Attempted evasion of restrictions under Part 15
56. Schedule 4 · Documents and information sent or supplied to a company
    1. Part 1 Introduction
    2. Part 2 Communications in hard copy form
    3. Part 2A Communications in electronic form from the registrar or the Secretary of State
    4. Part 3 Communications in electronic form in other cases
    5. Part 4 Other agreed forms of communication
57. Schedule 5 · Communications by a company
    1. Part 1 Introduction
    2. Part 2 Communications in hard copy form
    3. Part 3 Communications in electronic form
    4. Part 4 Communications by means of a website
    5. Part 5 Other agreed forms of communication
    6. Part 6 Supplementary provisions
58. Schedule 6 · Meaning of “subsidiary” etc: supplementary provisions
    1. Introduction
    2. Voting rights in a company
    3. Right to appoint or remove a majority of the directors
    4. Rights exercisable only in certain circumstances or temporarily incapable of exercise
    5. Rights held by one person on behalf of another
    6. Rights attached to shares held by way of security
    7. Rights attributed to holding company
    8. Disregard of certain rights
    9. Supplementary
59. Schedule 7 · Parent and subsidiary undertakings: supplementary provisions
    1. Introduction
    2. Voting rights in an undertaking
    3. Right to appoint or remove a majority of the directors
    4. Right to exercise dominant influence
    5. Rights exercisable only in certain circumstances or temporarily incapable of exercise
    6. Rights held by one person on behalf of another
    7. Rights attached to shares held by way of security
    8. Rights attributed to parent undertaking
    9. Disregard of certain rights
    10. Supplementary
60. Schedule 8 · Index of defined expressions
61. Schedule 9 · Removal of special provisions about accounts and audit of charitable companies
    1. Part 1 The Companies Act 1985 (c. 6)
    2. Part 2 The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)
62. Schedule 10 · Recognised supervisory bodies
    1. Part 1 Grant and revocation of recognition of a supervisory body
    2. Part 2 Requirements for recognition of a supervisory body
    3. Part 3 Arrangements in which recognised supervisory bodies are required to participate
63. Schedule 11 · Recognised professional qualifications
    1. Part 1 Grant and revocation of recognition of a professional qualification
    2. Part 2 Requirements for recognition of a professional qualification
64. Schedule 11A · Specified persons, descriptions, disclosures etc for the purposes of section 1224A
    1. Part 1 Specified persons
    2. Part 2 Specified descriptions of disclosures
    3. Part 3 Overseas regulatory bodies
65. Schedule 12 · Arrangements in which registered third country auditors are required to participate
    1. Arrangements for independent monitoring of audits of UK-traded third country companies
    2. Arrangements for independent investigations for disciplinary purposes
    3. Supplementary: arrangements to operate independently of third country auditor
    4. Supplementary: funding of arrangements
    5. Supplementary: scope of arrangements
    6. Specification of particular arrangements by the Secretary of State
66. Schedule 13 · Supplementary provisions with respect to delegation order
    1. Operation of this Schedule
    2. Status
    3. Name, members and chairman
    4. Financial provisions
    5. Proceedings
    6. Fees
    7. Legislative functions
    8. Report and accounts
    9. Other supplementary provisions
67. Schedule 14 · Statutory auditors: consequential amendments
    1. Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)
68. Schedule 15 · Transparency obligations and related matters: minor and consequential amendments
    1. Part 1 Amendments of the Financial Services and Markets Act 2000
    2. Part 2 Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004
69. Schedule 16 · Repeals