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Companies Act 2006 (c. 46)
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Introductory Text
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Main body
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Part 1 General introductory provisions
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Companies and Companies Acts
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[1 Companies]
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2 The Companies Acts
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[ Types of company]
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[3 Limited and unlimited companies]
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[4 Private and public companies]
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[5 Companies limited by guarantee and having share capital]
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[6 Community interest companies]
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Part 2 Company formation
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General
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[7 Method of forming company]
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8 Memorandum of association
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Requirements for registration
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[9 Registration documents]
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10 Statement of capital and initial shareholdings
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11 Statement of guarantee
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[12 Statement of proposed officers]
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[13 Statement of compliance]
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[ Registration and its effect]
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[14 Registration]
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[15 Issue of certificate of incorporation]
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[16 Effect of registration]
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Part 3 A company's constitution
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Chapter 1 Introductory
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17 A company's constitution
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Chapter 2 Articles of association
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General
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[18 Articles of association]
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19 Power of Secretary of State to prescribe model articles
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[20 Default application of model articles]
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[ Alteration of articles]
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[21 Amendment of articles]
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[22 Entrenched provisions of the articles]
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[23 Notice to registrar of existence of restriction on amendment of articles]
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[24 Statement of compliance where amendment of articles restricted]
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[25 Effect of alteration of articles on company's members]
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[26 Registrar to be sent copy of amended articles]
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[27 Registrar's notice to comply in case of failure with respect to amended articles]
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[ Supplementary]
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[28 Existing companies: provisions of memorandum treated as provisions of articles]
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Chapter 3 Resolutions and agreements affecting a company's constitution
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29 Resolutions and agreements affecting a company's constitution
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30 Copies of resolutions or agreements to be forwarded to registrar
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Chapter 4 Miscellaneous and supplementary provisions
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[ Statement of company's objects]
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[31 Statement of company's objects]
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Other provisions with respect to a company's constitution
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32 Constitutional documents to be provided to members
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[33 Effect of company's constitution]
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[34 Notice to registrar where company's constitution altered by enactment]
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[35 Notice to registrar where company's constitution altered by order]
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[36 Documents to be incorporated in or accompany copies of articles issued by company]
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[ Supplementary provisions]
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[37 Right to participate in profits otherwise than as member void]
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[38 Application to single member companies of enactments and rules of law]
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Part 4 A company's capacity and related matters
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[ Capacity of company and power of directors to bind it]
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[39 A company's capacity]
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[40 Power of directors to bind the company]
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[41 Constitutional limitations: transactions involving directors or their associates]
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[42 Constitutional limitations: companies that are charities]
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[ Formalities of doing business under the law of England and Wales or Northern Ireland]
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[43 Company contracts]
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44 Execution of documents
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[45 Common seal]
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[46 Execution of deeds]
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[47 Execution of deeds or other documents by attorney]
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[ Formalities of doing business under the law of Scotland]
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[48 Execution of documents by companies]
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[ Other matters]
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[49 Official seal for use abroad]
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[50 Official seal for share certificates etc]
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[51 Pre-incorporation contracts, deeds and obligations]
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[52 Bills of exchange and promissory notes]
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Part 5 A company's name
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Chapter 1 General requirements
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[ Prohibited names]
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[53 Prohibited names]
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Sensitive words and expressions
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54 Names suggesting connection with government or public authority
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55 Other sensitive words or expressions
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56 Duty to seek comments of government department or other specified body
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Permitted characters etc
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57 Permitted characters etc
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Chapter 2 Indications of company type or legal form
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Required indications for limited companies
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[58 Public limited companies]
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[59 Private limited companies]
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60 Exemption from requirement as to use of "limited"
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[61 Continuation of existing exemption: companies limited by shares]
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[62 Continuation of existing exemption: companies limited by guarantee]
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[63 Exempt company: restriction on amendment of articles]
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[64 Power to direct change of name in case of company ceasing to be entitled to exemption]
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Inappropriate use of indications of company type or legal form
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65 Inappropriate use of indications of company type or legal form
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Chapter 3 Similarity to other names
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Similarity to other name on registrar's index
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66 Name not to be the same as another in the index
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67 Power to direct change of name in case of similarity to existing name
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[68 Direction to change name: supplementary provisions]
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Similarity to other name in which person has goodwill
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69 Objection to company's registered name
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70 Company names adjudicators
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71 Procedural rules
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72 Decision of adjudicator to be made available to public
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73 Order requiring name to be changed
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74 Appeal from adjudicator's decision
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[Chapter 4 Other powers of the Secretary of State]
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[75 Provision of misleading information etc]
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[76 Misleading indication of activities]
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[Chapter 5 Change of name]
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[77 Change of name]
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[78 Change of name by special resolution]
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[79 Change of name by means provided for in company's articles]
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[80 Change of name: registration and issue of new certificate of incorporation]
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[81 Change of name: effect]
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Chapter 6 Trading disclosures
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82 Requirement to disclose company name etc
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83 Civil consequences of failure to make required disclosure
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84 Criminal consequences of failure to make required disclosures
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85 Minor variations in form of name to be left out of account
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[Part 6 A company's registered office]
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[ General]
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[86 A company's registered office]
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[87 Change of address of registered office]
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[ Welsh companies]
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[88 Welsh companies]
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[Part 7 Re-registration as a means of altering a company's status]
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[ Introductory]
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[89 Alteration of status by re-registration]
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[ Private company becoming public]
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[90 Re-registration of private company as public]
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[91 Requirements as to share capital]
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[92 Requirements as to net assets]
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[93 Recent allotment of shares for non-cash consideration]
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[94 Application and accompanying documents]
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[95 Statement of proposed secretary]
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[96 Issue of certificate of incorporation on re-registration]
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[ Public company becoming private]
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[97 Re-registration of public company as private limited company]
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[98 Application to court to cancel resolution]
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[99 Notice to registrar of court application or order]
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[100 Application and accompanying documents]
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[101 Issue of certificate of incorporation on re-registration]
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[ Private limited company becoming unlimited]
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[102 Re-registration of private limited company as unlimited]
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[103 Application and accompanying documents]
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[104 Issue of certificate of incorporation on re-registration]
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[ Unlimited private company becoming limited]
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[105 Re-registration of unlimited company as limited]
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[106 Application and accompanying documents]
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[107 Issue of certificate of incorporation on re-registration]
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[108 Statement of capital required where company already has share capital]
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[ Public company becoming private and unlimited]
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[109 Re-registration of public company as private and unlimited]
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[110 Application and accompanying documents]
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[111 Issue of certificate of incorporation on re-registration]
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Part 8 A company's members
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[Chapter 1 The members of a company]
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[112 The members of a company]
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Chapter 2 Register of members
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General
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[113 Register of members]
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[114 Register to be kept available for inspection]
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[115 Index of members]
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116 Rights to inspect and require copies
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117 Register of members: response to request for inspection or copy
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118 Register of members: refusal of inspection or default in providing copy
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119 Register of members: offences in connection with request for or disclosure of information
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[120 Information as to state of register and index]
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121 Removal of entries relating to former members
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[ Special cases]
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[122 Share warrants]
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[123 Single member companies]
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[124 Company holding its own shares as treasury shares]
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Supplementary
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[125 Power of court to rectify register]
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[126 Trusts not to be entered on register]
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[127 Register to be evidence]
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[128 Time limit for claims arising from entry in register]
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Chapter 3 Overseas branch registers
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129 Overseas branch registers
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[130 Notice of opening of overseas branch register]
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131 Keeping of overseas branch register
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[132 Register or duplicate to be kept available for inspection in UK]
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[133 Transactions in shares registered in overseas branch register]
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[134 Jurisdiction of local courts]
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[135 Discontinuance of overseas branch register]
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[Chapter 4 Prohibition on subsidiary being member of its holding company]
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[ General prohibition]
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[136 Prohibition on subsidiary being a member of its holding company]
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[137 Shares acquired before prohibition became applicable]
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[ Subsidiary acting as personal representative or trustee]
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[138 Subsidiary acting as personal representative or trustee]
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[139 Interests to be disregarded: residual interest under pension scheme or employees' share scheme]
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[140 Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme]
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[ Subsidiary acting as dealer in securities]
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[141 Subsidiary acting as authorised dealer in securities]
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[142 Protection of third parties in other cases where subsidiary acting as dealer in securities]
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[ Supplementary]
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[143 Application of provisions to companies not limited by shares]
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[144 Application of provisions to nominees]
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Part 9 Exercise of members' rights
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Effect of provisions in company's articles
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145 Effect of provisions of articles as to enjoyment or exercise of members' rights
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Information rights
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146 Traded companies: nomination of persons to enjoy information rights
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147 Information rights: form in which copies to be provided
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148 Termination or suspension of nomination
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149 Information as to possible rights in relation to voting
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150 Information rights: status of rights
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151 Information rights: power to amend
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Exercise of rights where shares held on behalf of others
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152 Exercise of rights where shares held on behalf of others: exercise in different ways
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153 Exercise of rights where shares held on behalf of others: members' requests
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Part 10 A company's directors
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Chapter 1 Appointment and removal of directors
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Requirement to have directors
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154 Companies required to have directors
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155 Companies required to have at least one director who is a natural person
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156 Direction requiring company to make appointment
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Appointment
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157 Minimum age for appointment as director
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158 Power to provide for exceptions from minimum age requirement
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159 Existing under-age directors
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160 Appointment of directors of public company to be voted on individually
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161 Validity of acts of directors
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Register of directors, etc
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[162 Register of directors]
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[163 Particulars of directors to be registered: individuals]
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[164 Particulars of directors to be registered: corporate directors and firms]
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[165 Register of directors' residential addresses]
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166 Particulars of directors to be registered: power to make regulations
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[167 Duty to notify registrar of changes]
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Removal
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168 Resolution to remove director
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169 Director's right to protest against removal
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Chapter 2 General duties of directors
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Introductory
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170 Scope and nature of general duties
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The general duties
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171 Duty to act within powers
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172 Duty to promote the success of the company
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173 Duty to exercise independent judgment
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174 Duty to exercise reasonable care, skill and diligence
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175 Duty to avoid conflicts of interest
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176 Duty not to accept benefits from third parties
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177 Duty to declare interest in proposed transaction or arrangement
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Supplementary provisions
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178 Civil consequences of breach of general duties
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179 Cases within more than one of the general duties
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180 Consent, approval or authorisation by members
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181 Modification of provisions in relation to charitable companies
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Chapter 3 Declaration of interest in existing transaction or arrangement
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182 Declaration of interest in existing transaction or arrangement
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183 Offence of failure to declare interest
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184 Declaration made by notice in writing
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185 General notice treated as sufficient declaration
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186 Declaration of interest in case of company with sole director
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187 Declaration of interest in existing transaction by shadow director
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Chapter 4 Transactions with directors requiring approval of members
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Service contracts
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188 Directors' long-term service contracts: requirement of members' approval
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189 Directors' long-term service contracts: civil consequences of contravention
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Substantial property transactions
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190 Substantial property transactions: requirement of members' approval
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191 Meaning of "substantial"
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192 Exception for transactions with members or other group companies
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193 Exception in case of company in winding up or administration
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194 Exception for transactions on recognised investment exchange
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195 Property transactions: civil consequences of contravention
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196 Property transactions: effect of subsequent affirmation
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Loans, quasi-loans and credit transactions
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197 Loans to directors: requirement of members' approval
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198 Quasi-loans to directors: requirement of members' approval
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199 Meaning of "quasi-loan" and related expressions
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200 Loans or quasi-loans to persons connected with directors: requirement of members' approval
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201 Credit transactions: requirement of members' approval
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202 Meaning of "credit transaction"
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203 Related arrangements: requirement of members' approval
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204 Exception for expenditure on company business
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205 Exception for expenditure on defending proceedings etc
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206 Exception for expenditure in connection with regulatory action or investigation
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207 Exceptions for minor and business transactions
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208 Exceptions for intra-group transactions
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209 Exceptions for money-lending companies
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210 Other relevant transactions or arrangements
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211 The value of transactions and arrangements
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212 The person for whom a transaction or arrangement is entered into
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213 Loans etc: civil consequences of contravention
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214 Loans etc: effect of subsequent affirmation
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Payments for loss of office
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215 Payments for loss of office
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216 Amounts taken to be payments for loss of office
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217 Payment by company: requirement of members' approval
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218 Payment in connection with transfer of undertaking etc: requirement of members' approval
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219 Payment in connection with share transfer: requirement of members' approval
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220 Exception for payments in discharge of legal obligations etc
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221 Exception for small payments
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222 Payments made without approval: civil consequences
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Supplementary
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| |
|
|
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223 Transactions requiring members' approval: application of provisions to shadow directors
|
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|
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224 Approval by written resolution: accidental failure to send memorandum
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| |
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|
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225 Cases where approval is required under more than one provision
|
| |
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226 Requirement of consent of Charity Commission: companies that are charities
|
| |
|
|
|
Chapter 5 Directors' service contracts
|
| |
|
|
|
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
|
| |
|
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231 Contract with sole member who is also a director
|
| |
|
|
|
Chapter 7 Directors' liabilities
|
| |
|
|
|
Provision protecting directors from liability
|
| |
|
|
|
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
|
| |
|
|
|
239 Ratification of acts of directors
|
| |
|
|
|
Chapter 8 Directors' residential addresses: protection from disclosure
|
| |
|
|
|
[240 Protected information]
|
| |
|
|
|
[241 Protected information: restriction on use or disclosure by company]
|
| |
|
|
|
[242 Protected information: restriction on use or disclosure by registrar]
|
| |
|
|
|
243 Permitted use or disclosure by the registrar
|
| |
|
|
|
[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
|
| |
|
|
|
[ Provision for employees on cessation or transfer of business]
|
| |
|
|
|
[247 Power to make provision for employees on cessation or transfer of business]
|
| |
|
|
|
Records of meetings of directors
|
| |
|
|
|
248 Minutes of directors' meetings
|
| |
|
|
|
249 Minutes as evidence
|
| |
|
|
|
Meaning of "director" and "shadow director"
|
| |
|
|
|
250 "Director"
|
| |
|
|
|
251 "Shadow director"
|
| |
|
|
|
Other definitions
|
| |
|
|
|
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
|
| |
|
|
|
258 Power to increase financial limits
|
| |
|
|
|
259 Transactions under foreign law
|
| |
|
|
|
Part 11 Derivative claims and proceedings by members
|
| |
|
|
|
Chapter 1 Derivative claims in England and Wales or Northern Ireland
|
| |
|
|
|
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
|
| |
|
|
|
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
|
| |
|
|
|
Private companies
|
| |
|
|
|
270 Private company not required to have secretary
|
| |
|
|
|
Public companies
|
| |
|
|
|
271 Public company required to have secretary
|
| |
|
|
|
272 Direction requiring public company to appoint secretary
|
| |
|
|
|
273 Qualifications of secretaries of public companies
|
| |
|
|
|
Provisions applying to private companies with a secretary and to public companies
|
| |
|
|
|
274 Discharge of functions where office vacant or secretary unable to act
|
| |
|
|
|
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
|
| |
|
|
|
280 Acts done by person in dual capacity
|
| |
|
|
|
Part 13 Resolutions and meetings
|
| |
|
|
|
Chapter 1 General provisions about resolutions
|
| |
|
|
|
281 Resolutions
|
| |
|
|
|
282 Ordinary resolutions
|
| |
|
|
|
283 Special resolutions
|
| |
|
|
|
284 Votes: general rules
|
| |
|
|
|
285 Votes: specific requirements
|
| |
|
|
|
286 Votes of joint holders of shares
|
| |
|
|
|
287 Saving for provisions of articles as to determination of entitlement to vote
|
| |
|
|
|
Chapter 2 Written resolutions
|
| |
|
|
|
General provisions about written resolutions
|
| |
|
|
|
288 Written resolutions of private companies
|
| |
|
|
|
289 Eligible members
|
| |
|
|
|
Circulation of written resolutions
|
| |
|
|
|
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
|
| |
|
|
|
296 Procedure for signifying agreement to written resolution
|
| |
|
|
|
297 Period for agreeing to written resolution
|
| |
|
|
|
Supplementary
|
| |
|
|
|
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
|
| |
|
|
|
General provisions about resolutions at meetings
|
| |
|
|
|
301 Resolutions at general meetings
|
| |
|
|
|
Calling meetings
|
| |
|
|
|
302 Directors' power to call general meetings
|
| |
|
|
|
303 Members' power to require directors to call general meeting
|
| |
|
|
|
304 Directors' duty to call meetings required by members
|
| |
|
|
|
305 Power of members to call meeting at company's expense
|
| |
|
|
|
306 Power of court to order meeting
|
| |
|
|
|
Notice of meetings
|
| |
|
|
|
307 Notice required of general meeting
|
| |
|
|
|
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
|
| |
|
|
|
312 Resolution requiring special notice
|
| |
|
|
|
313 Accidental failure to give notice of resolution or meeting
|
| |
|
|
|
Members' statements
|
| |
|
|
|
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
|
| |
|
|
|
318 Quorum at meetings
|
| |
|
|
|
319 Chairman of meeting
|
| |
|
|
|
320 Declaration by chairman on a show of hands
|
| |
|
|
|
321 Right to demand a poll
|
| |
|
|
|
322 Voting on a poll
|
| |
|
|
|
323 Representation of corporations at meetings
|
| |
|
|
|
Proxies
|
| |
|
|
|
324 Rights to appoint proxies
|
| |
|
|
|
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
|
| |
|
|
|
332 Resolution passed at adjourned meeting
|
| |
|
|
|
Electronic communications
|
| |
|
|
|
333 Sending documents relating to meetings etc in electronic form
|
| |
|
|
|
Application to class meetings
|
| |
|
|
|
334 Application to class meetings
|
| |
|
|
|
335 Application to class meetings: companies without a share capital
|
| |
|
|
|
Chapter 4 Public companies: additional requirements for AGMs
|
| |
|
|
|
336 Public companies: annual general meeting
|
| |
|
|
|
337 Public companies: notice of AGM
|
| |
|
|
|
338 Public companies: members' power to require circulation of resolutions for AGMs
|
| |
|
|
|
339 Public companies: company's duty to circulate members' resolutions for AGMs
|
| |
|
|
|
340 Public companies: expenses of circulating members' resolutions for AGM
|
| |
|
|
|
Chapter 5 Additional requirements for quoted companies
|
| |
|
|
|
Website publication of poll results
|
| |
|
|
|
341 Results of poll to be made available on website
|
| |
|
|
|
Independent report on poll
|
| |
|
|
|
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
|
| |
|
|
|
352 Application of provisions to class meetings
|
| |
|
|
|
353 Requirements as to website availability
|
| |
|
|
|
354 Power to limit or extend the types of company to which provisions of this Chapter apply
|
| |
|
|
|
Chapter 6 Records of resolutions and meetings
|
| |
|
|
|
355 Records of resolutions and meetings etc
|
| |
|
|
|
356 Records as evidence of resolutions etc
|
| |
|
|
|
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
|
| |
|
|
|
360 Computation of periods of notice etc: clear day rule
|
| |
|
|
|
361 Meaning of "quoted company"
|
| |
|
|
|
Part 14 Control of political donations and expenditure
|
| |
|
|
|
Introductory
|
| |
|
|
|
362 Introductory
|
| |
|
|
|
Donations and expenditure to which this Part applies
|
| |
|
|
|
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
|
| |
|
|
|
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
|
| |
|
|
|
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
|
| |
|
|
|
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
|
| |
|
|
|
379 Minor definitions
|
| |
|
|
|
Part 15 Accounts and reports
|
| |
|
|
|
Chapter 1 Introduction
|
| |
|
|
|
General
|
| |
|
|
|
380 Scheme of this Part
|
| |
|
|
|
Companies subject to the small companies regime
|
| |
|
|
|
381 Companies subject to the small companies regime
|
| |
|
|
|
382 Companies qualifying as small: general
|
| |
|
|
|
383 Companies qualifying as small: parent companies
|
| |
|
|
|
384 Companies excluded from the small companies regime
|
| |
|
|
|
Quoted and unquoted companies
|
| |
|
|
|
385 Quoted and unquoted companies
|
| |
|
|
|
Chapter 2 Accounting records
|
| |
|
|
|
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
|
| |
|
|
|
390 A company's financial year
|
| |
|
|
|
391 Accounting reference periods and accounting reference date
|
| |
|
|
|
392 Alteration of accounting reference date
|
| |
|
|
|
Chapter 4 Annual accounts
|
| |
|
|
|
General
|
| |
|
|
|
393 Accounts to give true and fair view
|
| |
|
|
|
Individual accounts
|
| |
|
|
|
394 Duty to prepare individual accounts
|
| |
|
|
|
395 Individual accounts: applicable accounting framework
|
| |
|
|
|
396 Companies Act individual accounts
|
| |
|
|
|
397 IAS individual accounts
|
| |
|
|
|
Group accounts: small companies
|
| |
|
|
|
398 Option to prepare group accounts
|
| |
|
|
|
Group accounts: other companies
|
| |
|
|
|
399 Duty to prepare group accounts
|
| |
|
|
|
400 Exemption for company included in EEA group accounts of larger group
|
| |
|
|
|
401 Exemption for company included in non-EEA group accounts of larger group
|
| |
|
|
|
402 Exemption if no subsidiary undertakings need be included in the consolidation
|
| |
|
|
|
Group accounts: general
|
| |
|
|
|
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
|
| |
|
|
|
409 Information about related undertakings
|
| |
|
|
|
410 Information about related undertakings: alternative compliance
|
| |
|
|
|
411 Information about employee numbers and costs
|
| |
|
|
|
412 Information about directors' benefits: remuneration
|
| |
|
|
|
413 Information about directors' benefits: advances, credit and guarantees
|
| |
|
|
|
Approval and signing of accounts
|
| |
|
|
|
414 Approval and signing of accounts
|
| |
|
|
|
Chapter 5 Directors' report
|
| |
|
|
|
Directors' report
|
| |
|
|
|
415 Duty to prepare directors' report
|
| |
|
|
|
416 Contents of directors' report: general
|
| |
|
|
|
417 Contents of directors' report: business review
|
| |
|
|
|
418 Contents of directors' report: statement as to disclosure to auditors
|
| |
|
|
|
419 Approval and signing of directors' report
|
| |
|
|
|
Chapter 6 Quoted companies: directors' remuneration report
|
| |
|
|
|
420 Duty to prepare directors' remuneration report
|
| |
|
|
|
421 Contents of directors' remuneration report
|
| |
|
|
|
422 Approval and signing of directors' remuneration report
|
| |
|
|
|
Chapter 7 Publication of accounts and reports
|
| |
|
|
|
Duty to circulate copies of accounts and reports
|
| |
|
|
|
[423 Duty to circulate copies of annual accounts and reports]
|
| |
|
|
|
[424 Time allowed for sending out copies of accounts and reports]
|
| |
|
|
|
[425 Default in sending out copies of accounts and reports: offences]
|
| |
|
|
|
Option to provide summary financial statement
|
| |
|
|
|
426 Option to provide summary financial statement
|
| |
|
|
|
427 Form and contents of summary financial statement: unquoted companies
|
| |
|
|
|
428 Form and contents of summary financial statement: quoted companies
|
| |
|
|
|
429 Summary financial statements: offences
|
| |
|
|
|
Quoted companies: requirements as to website publication
|
| |
|
|
|
430 Quoted companies: annual accounts and reports to be made available on website
|
| |
|
|
|
Right of member or debenture holder to demand copies of accounts and reports
|
| |
|
|
|
431 Right of member or debenture holder to copies of accounts and reports: unquoted companies
|
| |
|
|
|
432 Right of member or debenture holder to copies of accounts and reports: quoted companies
|
| |
|
|
|
Requirements in connection with publication of accounts and reports
|
| |
|
|
|
433 Name of signatory to be stated in published copies of accounts and reports
|
| |
|
|
|
434 Requirements in connection with publication of statutory accounts
|
| |
|
|
|
435 Requirements in connection with publication of non-statutory accounts
|
| |
|
|
|
436 Meaning of "publication" in relation to accounts and reports
|
| |
|
|
|
Chapter 8 Public companies: laying of accounts and reports before general meeting
|
| |
|
|
|
437 Public companies: laying of accounts and reports before general meeting
|
| |
|
|
|
438 Public companies: offence of failure to lay accounts and reports
|
| |
|
|
|
Chapter 9 Quoted companies: members' approval of directors' remuneration report
|
| |
|
|
|
439 Quoted companies: members' approval of directors' remuneration report
|
| |
|
|
|
440 Quoted companies: offences in connection with procedure for approval
|
| |
|
|
|
Chapter 10 Filing of accounts and reports
|
| |
|
|
|
Duty to file accounts and reports
|
| |
|
|
|
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
|
| |
|
|
|
444 Filing obligations of companies subject to small companies regime
|
| |
|
|
|
445 Filing obligations of medium-sized companies
|
| |
|
|
|
446 Filing obligations of unquoted companies
|
| |
|
|
|
447 Filing obligations of quoted companies
|
| |
|
|
|
448 Unlimited companies exempt from obligation to file accounts
|
| |
|
|
|
Requirements where abbreviated accounts delivered
|
| |
|
|
|
449 Special auditor's report where abbreviated accounts delivered
|
| |
|
|
|
450 Approval and signing of abbreviated accounts
|
| |
|
|
|
Failure to file accounts and reports
|
| |
|
|
|
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
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| |
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Chapter 11 Revision of defective accounts and reports
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Voluntary revision
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454 Voluntary revision of accounts etc
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Secretary of State's notice
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455 Secretary of State's notice in respect of accounts or reports
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Application to court
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456 Application to court in respect of defective accounts or reports
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457 Other persons authorised to apply to the court
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458 Disclosure of information by tax authorities
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Power of authorised person to require documents etc
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459 Power of authorised person to require documents, information and explanations
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460 Restrictions on disclosure of information obtained under compulsory powers
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461 Permitted disclosure of information obtained under compulsory powers
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462 Power to amend categories of permitted disclosure
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Chapter 12 Supplementary provisions
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Liability for false or misleading statements in reports
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463 Liability for false or misleading statements in reports
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Accounting and reporting standards
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464 Accounting standards
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Companies qualifying as medium-sized
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465 Companies qualifying as medium-sized: general
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466 Companies qualifying as medium-sized: parent companies
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467 Companies excluded from being treated as medium-sized
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General power to make further provision about accounts and reports
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468 General power to make further provision about accounts and reports
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Other supplementary provisions
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469 Preparation and filing of accounts in euros
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470 Power to apply provisions to banking partnerships
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471 Meaning of "annual accounts" and related expressions
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472 Notes to the accounts
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473 Parliamentary procedure for certain regulations under this Part
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474 Minor definitions
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Part 16 Audit
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Chapter 1 Requirement for audited accounts
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Requirement for audited accounts
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475 Requirement for audited accounts
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476 Right of members to require audit
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Exemption from audit: small companies
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477 Small companies: conditions for exemption from audit
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478 Companies excluded from small companies exemption
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479 Availability of small companies exemption in case of group company
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Exemption from audit: dormant companies
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480 Dormant companies: conditions for exemption from audit
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481 Companies excluded from dormant companies exemption
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Companies subject to public sector audit
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482 Non-profit-making companies subject to public sector audit
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483 Scottish public sector companies: audit by Auditor General for Scotland
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General power of amendment by regulations
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484 General power of amendment by regulations
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Chapter 2 Appointment of auditors
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Private companies
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485 Appointment of auditors of private company: general
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486 Appointment of auditors of private company: default power of Secretary of State
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487 Term of office of auditors of private company
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488 Prevention by members of deemed re-appointment of auditor
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Public companies
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489 Appointment of auditors of public company: general
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490 Appointment of auditors of public company: default power of Secretary of State
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491 Term of office of auditors of public company
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General provisions
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492 Fixing of auditor's remuneration
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493 Disclosure of terms of audit appointment
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494 Disclosure of services provided by auditor or associates and related remuneration
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Chapter 3 Functions of auditor
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Auditor's report
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495 Auditor's report on company's annual accounts
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496 Auditor's report on directors' report
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497 Auditor's report on auditable part of directors' remuneration report
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Duties and rights of auditors
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498 Duties of auditor
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499 Auditor's general right to information
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500 Auditor's right to information from overseas subsidiaries
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501 Auditor's rights to information: offences
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502 Auditor's rights in relation to resolutions and meetings
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Signature of auditor's report
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503 Signature of auditor's report
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504 Senior statutory auditor
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505 Names to be stated in published copies of auditor's report
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506 Circumstances in which names may be omitted
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Offences in connection with auditor's report
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507 Offences in connection with auditor's report
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508 Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland
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509 Guidance for regulatory authorities: Scotland
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Chapter 4 Removal, resignation, etc of auditors
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Removal of auditor
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510 Resolution removing auditor from office
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511 Special notice required for resolution removing auditor from office
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512 Notice to registrar of resolution removing auditor from office
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513 Rights of auditor who has been removed from office
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Failure to re-appoint auditor
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514 Failure to re-appoint auditor: special procedure required for written resolution
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515 Failure to re-appoint auditor: special notice required for resolution at general meeting
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Resignation of auditor
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516 Resignation of auditor
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517 Notice to registrar of resignation of auditor
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518 Rights of resigning auditor
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Statement by auditor on ceasing to hold office
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519 Statement by auditor to be deposited with company
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520 Company's duties in relation to statement
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521 Copy of statement to be sent to registrar
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522 Duty of auditor to notify appropriate audit authority
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523 Duty of company to notify appropriate audit authority
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524 Information to be given to accounting authorities
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525 Meaning of "appropriate audit authority" and "major audit"
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Supplementary
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526 Effect of casual vacancies
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Chapter 5 Quoted companies: right of members to raise audit concerns at accounts meeting
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527 Members' power to require website publication of audit concerns
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528 Requirements as to website availability
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529 Website publication: company's supplementary duties
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530 Website publication: offences
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531 Meaning of "quoted company"
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Chapter 6 Auditors' liability
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Voidness of provisions protecting auditors from liability
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532 Voidness of provisions protecting auditors from liability
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Indemnity for costs of defending proceedings
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533 Indemnity for costs of successfully defending proceedings
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Liability limitation agreements
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534 Liability limitation agreements
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535 Terms of liability limitation agreement
|
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536 Authorisation of agreement by members of the company
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537 Effect of liability limitation agreement
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538 Disclosure of agreement by company
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Chapter 7 Supplementary provisions
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539 Minor definitions
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Part 17 A company's share capital
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Chapter 1 Shares and share capital of a company
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Shares
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540 Shares
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[541 Nature of shares]
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[542 Nominal value of shares]
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[543 Numbering of shares]
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544 Transferability of shares
|
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545 Companies having a share capital
|
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546 Issued and allotted share capital
|
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Share capital
|
| |
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[547 Called-up share capital]
|
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548 Equity share capital
|
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Chapter 2 Allotment of shares: general provisions
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[ Power of directors to allot shares]
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[549 Exercise by directors of power to allot shares etc]
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[550 Power of directors to allot shares etc: private company with only one class of shares]
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[551 Power of directors to allot shares etc: authorisation by company]
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[ Prohibition of commissions, discounts and allowances]
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[552 General prohibition of commissions, discounts and allowances]
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[553 Permitted commission]
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[ Registration of allotment]
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[554 Registration of allotment]
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Return of allotment
|
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555 Return of allotment by limited company
|
| |
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556 Return of allotment by unlimited company allotting new class of shares
|
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|
[557 Offence of failure to make return]
|
| |
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|
Supplementary provisions
|
| |
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|
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558 When shares are allotted
|
| |
|
|
|
[559 Provisions about allotment not applicable to shares taken on formation]
|
| |
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Chapter 3 Allotment of equity securities: existing shareholders' right of pre-emption
|
| |
|
|
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[ Introductory]
|
| |
|
|
|
[560 Meaning of "equity securities" and related expressions]
|
| |
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|
|
Existing shareholders' right of pre-emption
|
| |
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|
|
[561 Existing shareholders' right of pre-emption]
|
| |
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|
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562 Communication of pre-emption offers to shareholders
|
| |
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|
[563 Liability of company and officers in case of contravention]
|
| |
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|
|
[ Exceptions to right of pre-emption]
|
| |
|
|
|
[564 Exception to pre-emption right: bonus shares]
|
| |
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|
[565 Exception to pre-emption right: issue for non-cash consideration]
|
| |
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|
|
[566 Exception to pre-emption right: securities held under employees' share scheme]
|
| |
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|
[ Exclusion of right of pre-emption]
|
| |
|
|
|
[567 Exclusion of requirements by private companies]
|
| |
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[568 Exclusion of pre-emption right: articles conferring corresponding right]
|
| |
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[ Disapplication of pre-emption rights]
|
| |
|
|
|
[569 Disapplication of pre-emption rights: private company with only one class of shares]
|
| |
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|
|
[570 Disapplication of pre-emption rights: directors acting under general authorisation]
|
| |
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|
[571 Disapplication of pre-emption rights by special resolution]
|
| |
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|
|
[572 Liability for false statement in directors' statement]
|
| |
|
|
|
[573 Disapplication of pre-emption rights: sale of treasury shares]
|
| |
|
|
|
[ Supplementary]
|
| |
|
|
|
[574 References to holder of shares in relation to offer]
|
| |
|
|
|
[575 Saving for other restrictions on offer or allotment]
|
| |
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Text
match
Confers
power
Blanket amendment