- a group headed by the company
means a group consisting of the company and any other undertaking (regardless of whether it is a subsidiary undertaking of the company) other than a parent undertaking of the company.
- a recognised qualifying body
means a qualifying body offering a recognised professional qualification.
- a trustee in bankruptcy of a member of the company
includes—
- accounting standards
means statements of standard accounting practice issued by such body or bodies as may be prescribed by regulations.
- accounts meeting
means a general meeting of the company before which the company's annual accounts for a financial year are to be laid;
- actuarial investigation
means an investigation made into the financial condition of an authorised insurance company in respect of its long-term business— by an actuary appointed as actuary to the company.
- address
means— (a) in relation to an individual, his usual residential or business address;
- advocate
means a person who has been admitted to the Bar under that Law;
- agent
includes the company's bankers, solicitors and auditor.
- agreement
includes any agreement or arrangement;
- all-party parliamentary group
means an all-party group composed of members of one or both of the Houses of Parliament (or of such members and other persons).
- An appropriate national newspaper
means a newspaper circulating throughout the part of the United Kingdom in which the company is registered.
- Another company
includes any body corporate.
- appropriate address
has the meaning given by section 86(2);
- appropriate audit authority
means—
- appropriate email address
has the meaning given by section 88A(2).
- arrangement
means any agreement, scheme or arrangement (including an arrangement sanctioned in accordance with— (a) Part 26 or 26A (arrangements and reconstructions), or (b) section 110 of the Insolvency Act 1986 (c. 45) or Article 96 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (liquidator in winding up accepting shares as consideration for sale of company property));
- Article 13 instrument
means a financial instrument of a type determined by the European Commission under Article 13.2 of the transparency obligations directive;
- associate
has the meaning given by section 988 (meaning of “associate”), reading references in that section to an offeror as references to the person acquiring the shares in the company;
- associated undertaking
means— (a) a parent undertaking or subsidiary undertaking of the company, or (b) a subsidiary undertaking of a parent undertaking of the company;
- attaining university entrance level
means—
- audit committee
means a body which performs— ((a)) the functions referred to in— ((i)) rule 7.1.3 of the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority (audit committees and their functions) under the Financial Services and Markets Act 2000, or ((ii)) rule 2.4 of the Audit Committee Part of the Rulebook made by the Prudential Regulation Authority (audit committee) under that Act, as they have effect on IP completion day, or ((b)) equivalent functions. •... • “Auditor General” means— (a) the Comptroller and Auditor General, (b) the Auditor General for Scotland, (c) the Auditor General for Wales, or (d) the Comptroller and Auditor General for Northern Ireland;
- audit reporting requirements
has the meaning given by regulation 2 of the Statutory Auditors and Third Country Auditors Regulations 2016 as amended from time to time;
- audit working papers and investigation reports
means— (a) any documents which are or have been held by a statutory auditor... or a third country auditor and which are related to the conduct of an audit conducted by that auditor;
- audited person
means the person in respect of whom a statutory audit is conducted.
- Auditor General
means— (a) the Comptroller and Auditor General, (b) the Auditor General for Scotland, (c) the Auditor General for Wales, or (d) the Comptroller and Auditor General for Northern Ireland;
- authorised corporate service provider
means a person—
- authorised insurance company
means a person (whether incorporated or not) who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to effect or carry out contracts of insurance.
- authorised person
has the same meaning as in the Financial Services and Markets Act 2000 (see section 31 of that Act);
- Banking company
means a person who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to accept deposits, other than—
- banking partnership
means a partnership which has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8).
- board of directors
means both the management board and the supervisory board.
- branch
means a place of business that forms a legally dependent part of the institution and conducts directly all or some of the operations inherent in its business.
- business
includes a profession;
- business name
means a name other than—
- cash
includes foreign currency, • “charge” includes— (a) a mortgage;
- cash consideration
means—
- certified translation
means a translation certified to be a correct translation.
- charge
includes— (a) a mortgage;
- collective investment scheme
has the meaning given in section 235 of the Financial Services and Markets Act 2000 (c. 8);
- companies concerned in the scheme
means every transferor and existing transferee company;
- company
includes an overseas company;
- company records
means—
- conditional sale agreement
has the same meaning as in the Consumer Credit Act 1974 (c. 39);
- conduct
means an act or omission.
- contravene
includes fail to comply;
- contravention
includes failure to comply;
- contributory
means every person liable to contribute to the assets of a company in the event of its being wound up.
- control contract
means a contract in writing conferring such a right which—
- corporate governance statement
means the statement required by rules 7.2.1 to 7.2.11 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority.
- corporate officer
means an officer that is not an individual.
- credit institution
means a credit institution as defined in Article 4(1)(1) of Regulation ( EU) No. 575/2013 of the European Parliament and of the Council. • “the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act);
- credit reference agency
means a person carrying on a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose;... •...
- creditor
includes a contingent or prospective creditor.
- crime
means conduct which—
- Crown representative
means—
- date of the offer
means— (a) where the offer is published, the date of publication;
- Debt securities
has the meaning given in Article 2.1(b) of the transparency obligations directive.”
- deed
means—
- defined benefit pension scheme
means a pension scheme (as defined by section 1(5) of the Pension Schemes Act 1993) which is a defined benefits scheme within the meaning given by section 2 of the Pension Schemes Act 2015;
- designated
means designated in rules;
- director
means the holder of an office corresponding to that of director of a UK company;
- disciplinary action
includes the imposition of a fine;
- disclosure requirement
means a requirement imposed under section 947;
- disqualified person
means a person who is disqualified under the directors disqualification legislation (see section 159A(2)).
- distribution
has the same meaning as in Part 23 (distributions) (see section 829).
- document
means information recorded in any form, and
- donation
means a donation to a political party or other political organisation or to an independent election candidate;
- e-money issuer
means— (a) an electronic money institution, within the meaning of the Electronic Money Regulations 2011 (S.I. 2011/99), or (b) a person who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to carry on the activity of issuing electronic money within the meaning of article 9B of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544);
- electronic address
has the meaning given by section 333(4).
- electronic communications network
has the same meaning as in the Communications Act 2003 (c. 21).
- eligible scheme
means any pension scheme that is an eligible scheme for the purposes of section 126 of the Pensions Act 2004 or Article 110 of the Pensions (Northern Ireland) Order 2005 (S.I. 2005/255 (N.I. 1));
- employment
means any employment under a director's service contract.
- enactment
includes—
- equity securities
means— (a) ordinary shares in the company, or (b) rights to subscribe for, or to convert securities into, ordinary shares in the company;
- equity shares
means shares comprised in a company's equity share capital, and “non-equity shares” means shares (of any class) that are not so comprised;
- existing company
means a company other than one formed for the purposes of, or in connection with, the scheme.
- existing director
means a person who is a director of the company immediately before that meeting.
- financial assistance
means—
- financial institution
means a financial institution within the meaning of Article 1.1 of the Council Directive on the obligations of branches established in a Member State of credit and financial institutions having their head offices outside that Member State regarding the publication of annual accounting documents (the Bank Branches Directive, 89/117/EEC);
- firm
means any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association;
- Fixed assets
means assets of a company which are intended for use on a continuing basis in the company's activities.
- fixed security
has the meaning given in section 486(1) of the Companies Act 1985.
- foreign lawyer
means a person who has not been admitted as an Advocate of the Royal Court, but is a member, and entitled to practise as such, of a legal profession regulated within a jurisdiction outside Guernsey.
- foreign limited partner
means an individual who—
- foreign-traded issuer
means an issuer who has requested or approved admission of the issuer's securities to trading on a regulated market situated or operating outside the United Kingdom;
- former name
means a name by which the individual was formerly known for business purposes;
- friendly society
means a friendly society within the meaning of the Friendly Societies Act 1992 (c. 40);
- general partner
means— (a) in relation to a Scottish partnership which is a limited partnership, a person who is a general partner within the meaning of the Limited Partnerships Act 1907;
- Gibraltar company
means a company incorporated in Gibraltar.
- goodwill
includes reputation of any description.
- gross
means without those set-offs and other adjustments.
- group
means a parent undertaking and its subsidiary undertakings;
- group auditor
means a person appointed as statutory auditor to conduct an audit of group accounts;
- group company
means a company that is a parent company or a subsidiary undertaking, and
- half-yearly financial report
means a report of that description required to be made public by rules under section 89A of the Financial Services and Markets Act 2000 (transparency rules).
- hire-purchase agreement
has the same meaning as in the Consumer Credit Act 1974 (c. 39);
- HMRC
means the Commissioners for His Majesty’s Revenue and Customs;
- home loan
means a loan—
- independent broker
means a person who, independently of the director or any person connected with him, selects the person with whom the transaction is to be effected;
- Individual membership information
means information that—
- ineligible group
has the meaning given by section 384(2) and (3);
- infant
means a person under the age of 18 years.
- Information rights
means—
- initial
includes any recognised abbreviation of a name;
- initial period
means the period of two years beginning with the date of the company being issued with a certificate under section 761 (trading certificate).
- insurance business
means business that consists in the effecting or carrying out of contracts of insurance;
- insurance company
means—
- Insurance market activity
has the meaning given in section 316(3) of the Financial Services and Markets Act 2000.
- insurance special purpose vehicle
means a special purpose vehicle within the meaning of Article 13(26) of Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II).
- insurer
means a person who would be an insurance undertaking, as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 of the European Parliament and of the Council on the annual accounts and consolidated accounts of insurance undertakings as that Article had effect immediately before IP completion day, were the United Kingdom a member State;
- intellectual property
includes—
- international accounting standards
means the international accounting standards, within the meaning of Article 2 of Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards;
- investment company
means a public company that—
- issuer
has the same meaning as in Part 6 of the Financial Services and Markets Act 2000 (see section 102A(6));
- joint stock company
means a company—
- key audit partner
means— (a) an individual who is eligible for appointment as a statutory auditor and who is designated by an audit firm for a particular audit engagement as being primarily responsible for carrying out the statutory audit on behalf of the audit firm;
- key performance indicators
means factors by reference to which the development, performance or position of the company’s business, or the impact of the company’s activity, can be measured effectively.
- lawyer
means—
- liabilities
includes duties.
- limited partner
means—
- limited partnership
means a partnership registered under the Limited Partnerships Act 1907;
- local authority
means— (a) a local authority within the meaning of the Local Government Act 1972 (c. 70), the Common Council of the City of London or the Council of the Isles of Scilly, (b) a council constituted under section 2 of the Local Government etc.
- long-term business
means business that consists of effecting or carrying out contracts of long-term insurance (and this definition must be read with section 22 of the Financial Services and Markets Act 2000, any relevant order under that section and Schedule 2 to that Act);
- member
has the same meaning as it has by virtue of section 7(1) of that Act.
- micro-entity minimum accounting item
means an item of information required by this Part or by regulations under this Part to be contained in the Companies Act individual accounts of a company for a financial year in relation to which it qualifies as a micro-entity (see sections 384A and 384B);
- micro-entity provisions
means any provisions of this Part, Part 16 or regulations under this Part relating specifically to the individual accounts of a company which qualifies as a micro-entity;
- MiFID investment firm
means an investment firm within the meaning of Article 2.1A of Regulation (EU) No. 600/2014of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, other than— (a) a company which is exempted from the definition of “investment firm” by Schedule 3 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544),and (b) a company which is an exempt investment firm as defined by regulation 8 (meaning of “exempt investment firm”) of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017(S.I. 2017/701);
- minister
means— and for the purposes of that subsection “minister” also includes the Treasury, the Board of Trade and, the Defence Council....
- Money Laundering Regulations
has the meaning given by section 1098B(8) (application to become authorised corporate service provider).
- money purchase scheme
means a pension scheme that is a money purchase scheme for the purposes of the Pension Schemes Act 1993 (see section 181(1) of that Act) or the Pension Schemes (Northern Ireland) Act 1993 (see section 176(1) of that Act);
- money-lending company
means a company whose ordinary business includes the making of loans or quasi-loans, or the giving of guarantees or provision of security in connection with loans or quasi-loans.
- multiple-vote shares
means shares included in a distinct and separate class and carrying more than one vote each.
- name
means, in relation to an individual, their forename and surname.
- net
means after any set-offs and other adjustments made to eliminate group transactions— (a) in the case of Companies Act accounts, in accordance with regulations under section 404, (b) in the case of IAS accounts, in accordance with UK-adopted international accounting standards;
- net assets
means the aggregate of the company's assets less the aggregate of its liabilities.
- net liabilities
means the amount by which the aggregate amount of the company's liabilities exceeds the aggregate amount of its assets,
- network
means an association of persons other than a firm co-operating in audit work by way of— (a) profit-sharing;
- new company
means a company formed for the purposes of, or in connection with, the scheme, and
- non-cash asset
means any property or interest in property, other than cash.
- Non-delegated cases
means matters relating to tasks which have not been delegated to the body by the competent authority under regulation 3 of the Statutory Auditors and Third Country Auditors Regulations 2016.
- non-equity shares
means shares (of any class) that are not so comprised;
- non-profit-making
has the same meaning as in Article 54 of the Treaty on the Functioning of the European Union.
- non-traded company
means a company that is not a traded company;
- non-voting shares
means shares that are not voting shares;
- notifiable person
means a member of the recognised supervisory body in question—
- occupational pension scheme
means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.
- offending name
means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely—
- offer document
means a document required to be published by rules made in accordance with paragraph 12;
- offer document rules
means rules under section 943(1) designated as rules made in accordance with paragraph 12(4) of Schedule 1C;
- offeree company
means a company, the securities of which are the subject of a takeover bid;
- offeror
means (subject to section 987) the person making a takeover offer;
- officer
includes—
- Official notification
means—
- opted-in company
means a company in relation to which— (a) an opting-in resolution has effect, and (b) the conditions in section 966(2) and (4) continue to be met;
- opting-in resolution
has the meaning given by section 966(1);
- opting-out resolution
has the meaning given by section 966(5);
- ordinary shares
means shares other than shares that as respects dividends and capital carry a right to participate only up to a specified amount in a distribution.
- organisation
includes any body corporate or unincorporated association and any combination of persons.
- other holder
means a person who holds securities of the transferor company otherwise than on behalf of the transferee company (and does not include the transferee company itself);
- other relevant donations
means— (a) in relation to a donation made by a company that is not a subsidiary, any other donations made by that company or by any of its subsidiaries;
- other relevant payment lawfully made
includes—
- overseas company
means a company incorporated outside the United Kingdom.
- parent company
means a company that is a parent undertaking (see section 1162 and Schedule 7);
- partnership
means— (a) a partnership within the Partnership Act 1890 (c. 39), or (b) a limited partnership registered under the Limited Partnerships Act 1907 (c. 24), or a firm or entity of a similar character formed under the law of a country or territory outside the United Kingdom;
- payment for loss of office
has the same meaning as in Chapter 4 of this Part. •...
- pension costs
includes any costs incurred by the company in respect of— (a) any pension scheme established for the purpose of providing pensions for persons currently or formerly employed by the company, (b) any sums set aside for the future payment of pensions directly by the company to current or former employees, and (c) any pensions paid directly to such persons without having first been set aside;
- pension scheme
means a scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees.
- permission of a court to act
means permission of a court under a provision mentioned in column 2 of the table in section 159A(2);
- person already connected with the company
means—
- personal injury
includes any disease and any impairment of a person's physical or mental condition;
- persons acting in concert
means persons who co-operate with the offeror or the offeree company on the basis of an agreement or understanding aimed at—
- political donation
means anything that, in accordance with sections 50 to 52 of that Act, would constitute a donation for the purposes of Chapter 1 of Part 4 of that Act (control of donations to registered parties) reading references in those sections to a registered party as references to the independent election candidate,
- political fund
means the fund from which payments by a trade union in the furtherance of political objects are required to be made by virtue of section 82(1)(a) of that Act or Article 57(2)(a) of that Order.
- pre-incorporation change
means a change that occurred— (a) after the application for the registration of the company was delivered to the registrar, but (b) before the company was incorporated;
- Preferential debts
means the categories of debts listed in Schedule 6 to the Insolvency Act 1986 (c. 45) or Schedule 4 to the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).
- prescribed
means prescribed, or of a description prescribed, by order made by the Secretary of State for the purposes of subsection (1)(h). •...
- Properly prepared
means prepared in accordance with sections 395 to 397 (requirements for company individual accounts), applying those requirements with such modifications as are necessary because the accounts are prepared otherwise than in respect of an accounting reference period.
- property
includes property, rights and powers of every description;
- public authority
includes any person or body having functions of a public nature.
- public interest company
means a company which is— (a) an issuer whose transferable securities are admitted to trading on a UK regulated market;
- public interest entity
means— (a) an issuer whose transferable securities are admitted to trading on a UK regulated market;
- public servant
means—
- qualifying body
means a body established in the United Kingdom (whether a body corporate or an unincorporated association) which offers a professional qualification in accountancy.
- qualifying indemnity provision
means—
- qualifying investment subsidiary
means an undertaking in which the company holds a participation within the meaning given by Article 13(20) of the Solvency 2 Directive and which is not held by the company as part of its portfolio of investments;
- qualifying person
means—
- qualifying selection procedure
means—
- quoted company
has the same meaning as in Part 15 of this Act;
- receiver
includes any corresponding officer under the law of that country or territory.
- recognised investment exchange
means a recognised investment exchange (within the meaning of Part 18 of the Financial Services and Markets Act 2000) other than an overseas exchange (within the meaning of that Part).
- Redenominate
means convert shares from having a fixed nominal value in one currency to having a fixed nominal value in another currency.
- registered address
means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.
- registered legal practitioner
means a legal practitioner within the meaning of section 10 of the Legal Practitioners Registration Act 1986 (an Act of Tynwald: c. 15) who is registered within the meaning of that Act.
- registered overseas company
means an overseas company that has registered particulars under section 1046(1), and • “specified” means specified in the regulations.
- registered third country auditor
means a third country auditor who is entered in the register kept in accordance with regulations under section 1239(1).
- registrable person
has the meaning given by section 790C (see also section 790J);
- registrable relevant legal entity
has the meaning given by section 790C (see also section 790J);
- registrar of companies
has the meaning given by section 1060.
- Registration of Deeds Acts
means the Registration of Deeds Act (Northern Ireland) 1970 and every statutory provision for the time being in force amending that Act or otherwise relating to the registry of deeds, or the registration of deeds, orders or other instruments or documents in such registry;