companies act 1985 summary

Duties in connection with making application under section 652A. . . Attempted evasion of s. 72 to be void. . Provisions Supplementing and Interpreting Sections 324 to 328. . Part XXV Miscellaneous and Supplementary Provisions. 44. Directors to disclose interest in contracts. Part XIV Investigation of Companies and Their Affairs; Requisition of Documents. . . 75. . . . Additional information to be registered. . 39. 9.Sections 390 to 392 of the Companies Act 2006 apply... 11.Paragraph 10 shall not require documents to be delivered in... 38. Provisions governing appointment of directors. . 2. Exclusion of ss. Interests in shares which are to be notified. Charges of public companies on own shares. . Further provisions supplementing ss. Chapters I–V . . (1) To comply with this Part of this Schedule, the... 30.The following provisions of the Companies Act 2006 apply for... 18—21. . . . The Director of the Serious Fraud Office. of resolutions and agreements. . . . Effect of alteration on company’s members. 685. . 55. 58. Registration requirement applicable in all cases. . 3. Private companies are no longer obliged to hold an Annual General Meeting (AGM). 340.“Value” of transactions and arrangements. Register of charges to be kept by registrar of companies. . Transfer to public company of non-cash asset in initial period. . . 131, 132. 404. . Disapplication of pre-emption rights. . 379. 654. . . Links to this primary source; Content referring to this primary source; . Copies of instruments and register to be kept by company. . 357. Provision for different amounts to be paid on shares. . Registration requirement applicable in all cases. Bushell v Faith [1970] AC 1099 is a UK company law case, concerning the possibility of weighting votes, and the relationship to section 184 of Companies Act 1948 (the predecessor of s 168 of the Companies Act 2006) which mandates that directors may be removed from a board by ordinary resolution (a simple majority of shareholder votes).. . 367. 174. . Charge by way of ex facie absolute disposition, etc. 284. Supplementary provisions: regulations and interpretation. . 40. Summary. Saving for provision in articles operative before Act of 1980. Branch registration under the Eleventh Company Law Directive (89/666/EEC). (1) The information required by sub-paragraph (1) of paragraph 10... 13. Companies formed and registered under former Companies Acts. Entries in register in relation to share warrants. . Registration of interests disclosed under s. 212. 127. . . 381B. . 707. . . 657. 707A. Copies of instruments creating charges to be kept by company. 717. 143. 3A. Information as to compromise to be circulated. 1. Charges which have to be registered. 177. Delivery to the registrar of documents in legible form. (1) In the directors’ remuneration report for a financial year... 2. Obstruction of inspectors treated as contempt of court. Criminal proceedings against unincorporated bodies. 3. This particular act has the distinction of being the longest in the history of British Parliament, containing 1,300 sections that span over 700 pages, with a list of contents that is 59 pages long. Special restriction for public companies. 232. . 100. 334 ff. Parliament did not provide that the powers under those sections might be exercisable whenever it appeared to the court 'that any creditor of the company has been defrauded in the course of carrying on the business of the company'." . 742C. . . Meaning of “insurance company” and “authorised insurance company”. 27. . 278. . Communication of pre-emption offers to shareholders. . . Amount of each director’s emoluments and compensation in the relevant financial year. Requirements in connection with publication of accounts. . . Gross profit or... 1. . Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. . Section 319 (approval of director’s service contract). 255D. 652A. . . Directors’ duties following application under section 652A. 245D.Disclosure of information held by Inland Revenue to persons authorised to apply to court, 245E.Restrictions on use and further disclosure of information disclosed under section 245D, 245F.Power of authorised persons to require documents, information and explanations, 245G.Restrictions on further disclosure of information obtained under section 245F, Chapter II Exemptions, Exceptions and Special Provisions, Small and medium-sized companies and groups, 246. . . Production of documents and evidence to inspectors. . In R v Inman [1967] 1 QB 140, the Court of Criminal Appeal said that there were "quite plainly ... two different types of offence" and that, had both types been alleged in a charge, it would have been bad for duplicity. 707B. General rule against company acquiring own shares. . . Part V Special Provisions where the Company is an Investment Company. 4. Provisions interpreting preceding paragraphs, and modifying them in certain cases. Provision and authentication by registrar of documents in non-legible form. Investigation of Companies and Their Affairs; Requisition of Documents. 9. 133. Effect of failure to deliver particulars, late delivery and effect of errors and omissions. Offences in connection with share warrants (Scotland). In these regulations: 'the Act' means the Companies Act 1985 including any statutory modification or re-enactment . Minimum authorised capital (public companies). . . 8. (1) The following applies for the interpretation of this Part... Resididual interests under pension and employees’ share schemes. Fraudulent trading by a company is outlawed by s 993 of the Companies Act 2006 ("CA") and fraudulent trading by an unincorporated business has an equivalent offence provision in s 9 of the Fraud Act 2006 ("FA"). . . 3. 66. The prospectus must state the number and amount of shares... (1) For purposes of the following two paragraphs, “ relevant... As respects any relevant property, the prospectus must state—. 80. . . General rule against company acquiring own shares. 16. But in the case of a secondary party, sought to be made liable under s 213(2), all that is in terms required is that that party should have knowingly participated in the carrying on of the business with intent to defraud. . . . Duty of directors on serious loss of capital. 430B. (1) “Social security costs” means any contributions by the company... 95. . . . No duty to enquire as to capacity of company or authority of directors. 238. . Consideration for shares recently allotted to be valued. The explanatory notes which accompany the FA, however, and which were prepared by the Home Office "in order to assist the reader in understanding the Act", are more extensive and, whereas they expressly state that "they do not form part of the Act and have not been endorsed by Parliament" they are clearly intended to be influential. 703G. The report assesses the impact of the Companies Act 2006 on UK businesses, to determine whether it is meeting its key policy objectives. . . 394. 252. Section 14 of the Companies Act 1985, which is currently in the process of being replaced by section 33 of the Companies Act 2006 provides that, when they are registered, the articles and memorandum of a company bind the company and its members to a contract as if these documents were signed as a deed by each member and contained covenants on the part of each member to adhere to the provisions of … Information for purposes of shareholder action. . . Further Information. Registration of interests disclosed under s. 212. 54. . 36. Chapter VI Financial Assistance by a Company for Acquisition of its Own Shares, Provisions applying to both public and private companies. Section 173 (approval for payment out of capital). . . Paragraphs 15 and 16 apply whether or not—. Right to attend company meetings, &c. 390B. 742. . Extension of s. 324 to spouses , civil partners and children. Re-registration of private company as public. Information as to compromise to be circulated. Right of offeror to buy out minority shareholders. . (1) This Part of this Schedule applies to the directors’... 12. Exemption from requirement to deliver accounts and reports. It will be seen that Templeman J differentiated between that which constituted a fraud on creditors from that which was only a fraud on a customer who was not a creditor. Indemnity for innocent director or expert. . Delivery to the registrar of documents otherwise than in legible form. 51. Financial assistance generally prohibited. 56. . . 76. . . . Register of directors’ interests notified under s. 324. The Whole 245A. Floating Charges and Receivers (Scotland). 4. Oversea company’s financial year and accounting reference periods. Restriction on payment by long-term undertaking. . . . Re-registration of unlimited company as limited. . . 15. 135. You are not currently signed in - enter your email address and password into the boxes below, or create a new account. Liabilities arising from contravention of s. 320. Director’s right to protest removal. 2. (1) Rights which are exercisable only in certain circumstances shall... Rights held by one person on behalf of another. 1.Aggregate amount of directors’ emoluments etc. 726. 52B. 7. 58. Punishment for destroying, mutilating, etc. . . (1) In respect of every item shown in a small... C.Current assets (I) Stocks (1) Stocks (2) Payments on account... E.Creditors: amounts falling due within one year, H.Creditors: amounts falling due after more than one year, K.Capital and reserves (I) Called up share capital(9), C.Creditors(10) (1) Bank loans and overdrafts (2) Trade creditors. 342. . 28. . . Particulars of secretaries to be registered under s. 288. to be Contained in Statement Under Section 10. . . Penalty for failure to provide information. Funding of director’s expenditure on defending proceedings. 51. 347F. . A disclosure for the purpose of enabling or assisting a... A disclosure for the purpose of enabling or assisting an... A disclosure for the purpose of enabling or assisting organs... A disclosure by the Gambling Commission to the National Audit... A disclosure for the purposes of enabling or assisting a... (1) A disclosure for the purpose of enabling or assisting... A disclosure for the purposes of proceedings before the Financial... A disclosure for the purposes of proceedings before the Pensions... (1) A disclosure with a view to the institution of,... A disclosure for the purpose of the provision of a... A disclosure in pursuance of any EU obligation. Access essential accompanying documents and information for this legislation item from this tab. Provisions as to situation of property. 317. . . Alteration of share capital (limited companies). . Negotiable instrument to secure book debts. . Endorsement of certificate on debentures. . Articles prescribing regulations for companies. 25. Procedural requirements for registration. 8. Criminal penalties for breach of s. 330. 99 ff to special cases. Power to enter and remain on premises: procedural, Failure to comply with certain requirements. 353, 354, 356; agent’s default. . . Provisions as to petitions and orders under this Part. . . It does not matter for the purposes of s 332 that only one creditor was defrauded, and by one transaction, provided that the transaction can properly be described as a fraud on a creditor perpetrated in the course of carrying on business. 17. Right of offeror to buy out minority shareholders. . 4. Verification of charge on property outside United Kingdom. Particulars to be contained in notification. Delivery to the registrar using electronic communications. Registration is the most commonly used means of forming a company and virtually the only method now used to form a trading company. Where and for how long records to be kept. 44. . 21. Documents relating to Welsh companies. 148. 6. . . Obligation of persons acting together to keep each other informed. Provision for extending or restricting relief from s. 130. . 89. . Expressions used generally in this Act. . . 375. 6. 312. Civil penalty for failure to deliver accounts. Rights to demand copies of accounts and reports. 49. . 1. The default articles of association under the Companies Act 1985 that automatically applied to any company that did not adopt its own articles on incorporation before 1 October 2009. 50. . Production and inspection of books where offence suspected. . Distributions by banking or insurance companies. . 6A.The Director of the Serious Fraud Office. 242B. Enforcement of company’s duty to make returns. 41. . 24. I'm trying to track down a full version of the 1985 Companies Act, in particular Chapter VII of Part V. The only 'full' online version I can find is missing that section (along with a few others), and later Acts don't seem to have a Chapter VII of Part V (it's regarding the purchase by a … . . Identification of ultimate parent company. Realised profits of insurance company with long term business. 165. . . to directors and persons connected with them. . 683. Saving for company’s pre-emption procedure operative before 1982. Communication of pre-emption offers to shareholders. . 388A. 245B. . Membership of the Commission. . Secretary of State’s notice in respect of annual accounts. 2. Part IV Allotment of Shares and Debentures. 24. Obligation to state name and other particulars. Written resolutions of private companies. . Table A THE COMPANIES ACT 1985 Regulations for Management of a Company Limited by Shares (as prescribed by regulations (s805 SI 85) (as amended by s1052 SI 85) made under s8 CA 85, and reprinted below in specimen form) INTERPRETATION 1. 42. 8.In relation to a written resolution giving approval under section... 3.Documents and information to be made available, 7.Transferor company holding its own shares, 8.Securities other than shares to which special rights are attached, 9.Date and consequences of the compromise or arrangement. Restriction on distribution of assets. . Prohibition on donations and political expenditure by companies. . Company name to appear outside place of business. 83. Special provisions for banking and insurance companies. This date is our basedate. . 111. 423. Extraordinary and special resolutions. Particulars of Directors etc. 681. . I do not think that the words 'carried on' can be treated as synonymous with 'carried out', nor can I read the words 'any business' as synonymous with 'any transaction or dealing'. Prohibition on allotment of shares at a discount. . 142. . Companies Act 1985 is up to date with all changes known to be in force on or before 03 December 2020. 18. . European Communities Act (ECA 1972) s 9(2) was subsequently consolidated in s 36(4) of the Companies Act 1985 (CA 1985) and then reworded by s 130(4) of the Companies Act 1989 (CA 1989) and (with effect from 31 July 1990) redesignated as CA 1985, s 36C. 11. Delivery to registrar of accounts and reports of oversea company. . . 11. . Secretary of State’s power to call meeting in default. Effect of company’s failure to redeem or purchase. . . 2. 255C. Although the Home Office has set out four bullet points indicating principles which it says have been established by case law, it does not cite any authorities for them. . . . Certain companies to publish periodical statement. . 416. . 46. . Additional requirements relating to share capital. . 315. . . Part XXII Bodies Corporate Subject, or Becoming Subject, to this Act (Otherwise than by Original Formation Under Part I), Chapter I Companies Formed or Registered under Former Companies Acts. Accounts of subsidiary undertakings to be appended in certain cases. Power of Secretary of State to present winding-up petition. . . 387. No allotment unless minimum subscription received. 6. Directors’ names on company correspondence, etc. Continued effect of certain charges validated by Act of 1972. . . Inclusion of financial instruments at fair value. . 309. Procedural requirements for registration. . . . Exclusion of ss. 743A. Certificate of registration under this Chapter. . . Obligation of disclosure arising under s. 204. . 453A.Power to enter and remain on premises, 453B.Power to enter and remain on premises: procedural, 453C.Failure to comply with certain requirements, Part XV Orders Imposing Restrictions on Shares (Section 445). 77. 29.. . . Alteration of articles by special resolution. Accounting reference periods and accounting reference date. The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. . Accounts and reports to be delivered to the registrar. Accounts of subsidiary undertakings to be appended in certain cases. Alternatives of statutory designations. Registrar may strike private company off register on application. The Department of Enterprise, Trade and Investment for Northern Ireland.... A disclosure for the purpose of assisting a body designated... A disclosure with a view to the institution of, or... A disclosure for the purpose of enabling or assisting the... A disclosure in pursuance of any Community obligation. Registrar’s index of company and corporate names. 134. Period allowed for laying and delivering accounts and reports. 39. . 339.“Relevant amounts” for purposes of ss. Service of documents: companies to which section 690A applies. Annex A: Companies Act 2006, Schedule of Company Offences Section Offence Mode of Trial/ Penalties Derivation Part 3 A company’s constitution 26(3) Company, and every officer in default, failing to send registrar copy of amended articles Summary/Level 3 fine CA 1985 s183 30(2) Company, and every officer in default, 82. . 343. 21. Members’ approval of directors’ remuneration report. Duty to register charges existing on property acquired. Chapter II Registration of Charges (Scotland). 19. Northern Ireland and Irish companies. . Directors to disclose interest in contracts. 4. Order on application of Secretary of State. . Companies to which the Eleventh Company Law Directive applies. 69. . It should be remembered that, even if a single fraudulent transaction by a business does not fall foul of s 993 CA or s 9 FA, a party to that fraud may have committed the offence of fraud contrary to s 1 FA whether or not the business is incorporated. Persons entitled to receive copies of accounts and reports. Particulars to be delivered to the registrar: insolvency proceedings etc. 96. Modification of disclosure requirements in relation to banking company or group. Directors’ service contracts to be open to inspection. That proposition was all but identical to the Home Office's fourth principle. 37. 5. . . Memorandum and articles of company limited by guarantee. 677. Objection to striking off by person aggrieved. 95. . 259. Power to substitute memorandum and articles for deed of settlement. 652C. The prospectus must state the names and addresses of the... (1) The prospectus must give full particulars of—. Details of highest paid director’s emoluments etc. 288A.If an individual in respect of whom a confidentiality order... 289. . Procedure for special resolution under s. 173. 393. . . . 26. 18. Relationship of this Act to Insolvency Act. 454. Order on application of company member. 652F. . 703Q. 399. 341. Transitional cases arising under this Chapter; and savings. . Period allowed for laying and delivering accounts and reports. . Use of computers for company records. . Delivery to the registrar of documents in legible form. . Re-registration of public company as private. . 7.A disclosure for the purpose of assisting a body designated... 8.A disclosure with a view to the institution of, or... 9.A disclosure for the purpose of enabling or assisting the... 10.A disclosure for the purpose of enabling or assisting the... 11.A disclosure for the purpose of enabling or assisting the... 12.A disclosure for the purpose of enabling or assisting the... 13.A disclosure for the purpose of enabling or assisting the... 14.A disclosure in pursuance of any Community obligation. . 70. . 13. The Home Office, in its “Explanatory Notes” to the Fraud Act 2006, sets out four principles which it says are derived from the relevant case law relating to comparable companies legislation. Publicity for proposed payment out of capital. Prohibition on directors dealing in share options. Directors, etc. Termination of appointment of auditors not appointed annually. . . Election by private company to dispense with annual appointment. Copies of instruments and register to be kept by company. . 1. Prohibition on trading under misleading name. Approval and signing of directors’ report. Conditions in memorandum which could have been in articles. Duty to notify auditors of proposed written resolution. 9. 723A. Special provisions for small companies, 246A. . 22. Charges on property in England and Wales created by oversea company. 185. Property of dissolved company to be bona vacantia. 9. Chapter II Issues by Companies Incorporated, or to be Incorporated, Outside Great Britain. . . Enforcement of company’s duty to make returns. 406. Part XIII Arrangements and Reconstructions. (1) Sub-paragraph (2) applies if– (a) the company has financial... 45D.Information where investment property and living animals and plants included at fair value. . Meaning of “unqualified report” in s. 43(3). Execution of documents: England and Wales. In certain cases, compliance with s. 376 not required. 89, 90 by private company. Statement as to disclosure of information to auditors. . Application of ss. . 180. Service of documents: companies to which section 690A applies. 310. . “Relevant amounts” for purposes of ss. 713. 409. However, anyone expecting to find a definition of "fraudulent purpose" in s 993 CA will be disappointed. . Company’s duty to deliver particulars of charges for registration. Effect of failure to deliver particulars, late delivery and effect of errors and omissions. Requirements for last annual accounts. . 465. 94. . 245. . Public notice by registrar of receipt and issue of certain documents. Consequences of non-compliance with s. 314. . Interests in shares which are to be notified. 2. . Charges on property outside United Kingdom. 703P. . (1) There must be stated the number, description and amount... 5.The prospectus must state the number and amount of shares... Property acquired or to be acquired by the company. 701. In paragraphs 1(a) and 3(1)(a) above— (a) “ name ”... Where a confidentiality order made under section 723B is in... (1) Where shares in a company are held on trust... (1) The following has effect as regards the operation of... (1) Where shares in a company are held on trust,... (1) Where a company is a trustee . Certification of re-registration under s. 51. (1) Particulars shall be given of any charge on the... 47.Particulars shall be given of any case where the purchase... Information supplementing the profit and loss account. 1. 34. Funding of director’s expenditure on duty to company. 146, 147. Saving for other restrictions as to offers. . 11. 12. 719. . (1)Debtors (Formats 1 and 2, item C.II.) . Election by private company as to duration of authority. . 44F. Company’s duty to register charges created by it. Effect of Crown disclaimer under s. 656. Verification of charge on property outside United Kingdom. . 301, 302.. .

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