- 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.
- 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
has the same meaning as in section 1148(1).
- 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 audit authority
means—
- arrangement
means any agreement, scheme or arrangement (including an arrangement sanctioned in accordance with—
- 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
means—
- 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 the functions referred to in Article 41.2 of the Audit Directive or equivalent functions.
- audit working papers
means any documents which— (a) are or have been held by a statutory auditor or a third country auditor, and (b) 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—
- 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.
- balance sheet total
has the same meaning as in that section.
- bank
means a person who— (a) is a credit institution within the meaning given by Article 4.1 of Directive 2006/48/EC of the European Parliament and of the Council relating to the taking up and pursuit of the business of credit institutions as last amended by Directive 2009/111/EC, and (b) is a company or a firm as defined in Article 54 of the Treaty on the Functioning of the European Union;
- 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).
- branch
means a branch within the meaning of the Eleventh Company Law Directive (89/666/EEC);
- 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
means a UK-registered company.
- company records
means—
- conditional sale agreement
has the same meaning as in the Consumer Credit Act 1974 (c. 39);
- conduct
includes acts and omissions;
- 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.
- credit institution
means a credit institution as defined in Article 4.1 of Directive 2006/48/EC of the European Parliament and of the Council relating to the taking up and pursuit of the business of credit institutions as last amended by Directive 2009/111/EC;
- 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.
- 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—
- 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;
- distribution
has the same meaning as in Part 23 (distributions) (see section 829).
- document
includes information recorded in any form.
- 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).
- employment
means any employment under a director's service contract.
- 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-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);
- 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;
- 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 2.1(p) of Directive 2005/68/EC of the European Parliament and of the Council of 16 November 2005 on reinsurance and amending Council Directives 73/239/EEC, 92/49/EEC as well as Directives 98/78/EC and 2002/83/EC.
- insurer
means a person who is an insurance undertaking within the meaning given by Article 2.1 of Council Directive 1991/674/EEC on the annual accounts and consolidated accounts of insurance undertakings;
- intellectual property
includes—
- international accounting standards
means the international accounting standards, within the meaning of the IAS Regulation, adopted from time to time by the European Commission in accordance with that Regulation;
- investment company
means a public company that—
- joint stock company
means a company—
- lawyer
means—
- liabilities
includes any amount retained as reasonably necessary for the purpose of providing for a liability the nature of which is clearly defined and that is either likely to be incurred or certain to be incurred but uncertain as to amount or as to the date on which it will arise.
- 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.
- major audit
means a statutory audit conducted in respect of— (a) a public interest entity, or (b) any other person in whose financial condition there is a major public interest;
- 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 4.1.1 of Directive 2004/39/ EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, other than— (a) a company to which that Directive does not apply by virtue of Article 2 of that Directive, (b) a company which is an exempt investment firm within the meaning of regulation 4A(3) of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007, and (c) any other company which fulfils all the requirements set out in regulation 4C(3) of those Regulations;
- minister
means— and for the purposes of that subsection “minister” also includes the Treasury, the Board of Trade, the Defence Council and the National Assembly for Wales.
- 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.
- name
means a person's Christian name (or other forename) and surname, except that in the case of— the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them.
- 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 international accounting standards;
- net assets
means the amount by which the aggregate amount of the company's assets exceeds the aggregate amount of its liabilities, and
- net liabilities
means the amount by which the aggregate amount of the company's liabilities exceeds the aggregate amount of its assets,
- 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-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-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 giving effect to Article 6.2 of the Takeovers Directive;
- offer document rules
means rules designated as rules that give effect to Article 6.3 of that Directive;
- 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
means a payment made to a director or past director of a company—
- 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.
- person already connected with the company
means—
- personal injury
includes any disease and any impairment of a person's physical or mental condition;
- political donation
means anything that in accordance with sections 50 to 52 of the Political Parties, Elections and Referendums Act 2000— and
- 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.
- 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 cases
means matters which raise or appear to raise important issues affecting the public interest;
- public interest entity
means an issuer— (a) whose transferable securities are admitted to trading on a 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 person
means—
- qualifying shares
means shares that—
- 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).
- recognised UK investment exchange
means a recognised investment exchange within the meaning of Part 18 of the Financial Services and Markets Act 2000 (c. 8), other than an overseas investment 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).
- 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;
- Registry of Deeds
has the same meaning as in the Registration of Deeds Acts;
- regulated activity
has the meaning given in section 22 of the Financial Services and Markets Act 2000 (c. 8);
- regulated market
has the same meaning as in Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments (see Article 4.1(14));
- relevant accounts meeting
means the accounts meeting of the company at which the accounts and reports in question are to be laid.
- Relevant audit information
means information needed by the company's auditor in connection with preparing his report.
- relevant benefits
means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death.
- relevant holding company
means a company that, at the time the donation was made or the expenditure was incurred—
- relevant lawyer
means— (a) a person who, for the purposes of the Legal Services Act 2007, is an authorised person in relation to an activity which constitutes a reserved legal activity (within the meaning of that Act), (b) a solicitor or barrister in Northern Ireland, or (c) a solicitor or advocate in Scotland.
- relevant model articles
means the model articles prescribed for a company of that description as in force at the date on which the company is registered.
- relevant proceedings
means proceedings brought in or in connection with the exercise of any transferred function.
- relevant regulatory and prosecuting authorities
means—
- relevant regulatory authorities
means—
- relevant right to vote
means a right to vote at the accounts meeting.
- relevant treasury shares
means shares that— (a) are held by the company as treasury shares on the date of the offer, or (b) become shares held by the company as treasury shares after that date but before a specified date;
- remuneration
includes sums paid in respect of expenses.
- residual interest
means a right of the company to receive any of the trust property in the event of—
- response document
means a document required to be published by rules giving effect to Article 9.5 of that Directive;
- response document rules
means rules designated as rules that give effect to the first sentence of Article 9.5 of that Directive;
- revaluation provision
means a provision in respect of a diminution in value of a fixed asset appearing on a revaluation of all the fixed assets of the company, or of all of its fixed assets other than goodwill.
- rule-based requirement
means a requirement imposed by or under rules.
- SE
means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European Company.
- securities
includes— and rights or interests in those investments;
- services
means anything other than goods or land.
- shares
means shares, other than relevant treasury shares, that have been allotted on the date of the offer (but see subsection (5)).
- significant accounting transaction
means a transaction that is required by section 386 to be entered in the company's accounting records.
- social security costs
means any contributions by the company to any state social security or pension scheme, fund or arrangement.
- solicitor
means a person who has been admitted as a solicitor under the Advocates and Solicitors (Jersey) Law 1997;
- special enactment
means an enactment that is not a public general enactment, and includes—
- special register
means a register, other than the register, in which a charge to which Chapter A1 applies is required or authorised to be registered.