. Turnover 2. . 76. Part X Enforcement of Fair Dealing by Directors, Restrictions on directors taking financial advantage. . Allotment where issue not fully subscribed. . 387. [255E. Chapter III A Company’s Capacity; Formalities of Carrying on Business. A petition under ss.459-461 Companies Act 1985 was struck out and proceedings were found to be an abuse of process, resulting in indemnity costs. 385. 34. 136. S 993(1) CA provides: "If any business of a company is carried on with intent to defraud creditors of the company or creditors of any other person, or for any fraudulent purpose, every person who is knowingly a party to the carrying on of the business in that manner commits an offence." 347G. . . . to be dealt in on stock exchange. 418. . Part XIII Arrangements and Reconstructions. 29. . Dependent on the legislation item being viewed this may include: Click 'View More' or select 'More Resources' tab for additional information including: All content is available under the Open Government Licence v3.0 except where otherwise stated. 692. . (1) Where a fixed asset investment of a description falling... Rules for determining particular fixed asset items. 488–500.. . . . Exemption from requirement to deliver accounts and reports. Charges on property outside United Kingdom. Alteration of articles by special resolution. . 7. No duty to enquire as to capacity of company or authority of directors. 46. Loan or quasi-loan by money-lending company. 690A. . Additional requirements in case of prospectus issued generally. Issue and effect of share warrant to bearer. 395. 406. . Particulars of Directors etc. Relief from section 56 in respect of group reconstructions. 7. . 288. Alternative valuation of fixed-income securities. . . . . . . Right of minority shareholder to be bought out by offeror. . 8. 695A. . . 306. 70. . Subsidiary undertakings included in the consolidation. 5. . . 352. Enforcement of directors’ liabilities by shareholder action. Penalty for failure to provide information. 703J. . . . Dependent on the legislation item being viewed this may include: This timeline shows the different points in time where a change occurred. Statement by person ceasing to hold office as auditor. . Cases in which special provisions do not apply. 380. Copies of instruments creating charges to be kept by company. 257. . . Templeman J held: "[Cooper] was carrying on the business of selling indigo. Punishment for destroying, mutilating, etc. (1) “Listed investment” means an investment as respects which there... 85.A loan is treated as falling due for repayment, and... 86.Amounts which in the particular context of any provision of... 87. . . 9. . 5. 2. Relationship of this Act to Parts IV and V of the Financial Services Act 1986. Certain companies exempt from obligation to appoint auditors. . Companies capable of being registered under this Chapter. (1) The conditions for accounting for an acquisition as a... (1) The merger method of accounting is as follows. 245A. Major changes introduced by the 2006 Act include: • codification of directors’ general duties • streamlining of regulatory regimes for private companies: – they no longer need to have a company secretary 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).. . . Contents of annual return: particulars of share capital . 369. Part VI Disclosure of Interests in Shares. . The Sick Industrial Companies (Special Provisions) Act, 1985 being Act no. . 719. 146, 147. 5. . Exemption for parent companies included in accounts of larger group. 322A. 206. 455. 186. . . No changes have been applied to the text. . 45C. 185. 22. Right to inspect instruments which create charges, etc. Charges on property in England and Wales created by oversea company. . . 6. . . Further provisions on sale by court order of restricted shares. Transactions at behest of holding company. 98. Criminal penalties for breach of s. 330. Litigated objection to resolution under s. 53. . (1) The amounts to be shown for any financial year... 20.Where it is necessary to do so for the purpose... 21.This Schedule requires information to be given only so far... 2.The Department of Enterprise, Trade and Investment for Northern Ireland.... Part 2 Specified descriptions of disclosures. 367. . . Directors to have regard to interests of employees. (1) The prospectus must give full particulars of—. . Relief from section 56 in respect of group reconstructions. . 116. Directors to disclose interest in contracts. Payments apart from purchase price to be made out of distributable profits. . . 376. 3. . 155. Agreement to acquire interests in a particular company. . Election to dispense with laying of accounts and reports before general meeting. Elective resolution of private company. It is pertinent to note that Archbold: Criminal Pleading, Evidence and Practice 2012, at paragraph 30-118, states: "A single large transaction may constitute the carrying on of a business for the purpose of the Act: [Cooper] although the section is primarily aimed at the carrying on of a business and not at the execution of individual transactions. . Relief in respect of certain liabilities under ss. 347F. Delivery of further particulars or memorandum. 652B. . SECTION B THE REQUIRED FORMATS FOR ACCOUNTS. . . Prospectus containing statement by expert. 3. . Service of documents: companies to which section 690A applies. Copies of memorandum and articles to be given to members. Verification of charge on property outside United Kingdom. . . 45. 676. Tenure of office. Evidence of grant of probate or confirmation as executor. Application of ss. 34F. Extraordinary and special resolutions. 23. . 703D. 64. . 21. . Additional requirements relating to share capital. 7. . 194. 10. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run. . Persons entitled to receive copies of accounts and reports. Invalidity of certain transactions involving directors, etc. 328. 3. Duty of director to disclose shareholdings in own company. . The deliberate decision must be a decision to avoid obtaining confirmation of facts in whose existence the individual has good reason to believe.". 66. . Remedy for unauthorised donation or expenditure by non-GB subsidiary. . . . Exemption for small and medium-sized groups. . Alternatives of statutory designations. Provision for security of information obtained. Preparation of accounts and reports by oversea companies. Relationship of this Act to Insolvency Act. of resolutions and agreements. Additional requirements relating to share capital. Restrictions on allotment to be secured in prospectus. . 1.Aggregate amount of directors’ emoluments etc. 252. . Other matters arising out of allotment &c. 111A. Under s 9(1) FA: "A person is guilty of an offence if he is knowingly a party to the carrying on of a business to which this section applies. 6. Registered documentation of Welsh companies. 1. . Relief in respect of certain liabilities under ss. Power of company to have official seal for use abroad. . Although the Home Office has stated its second principle correctly and, in its preamble, recognised that there are two ways in which the offences can be committed, it has throughout the wording of its four propositions referred to "the offence" as though s 993 CA and s 9 FA each create just one offence. . 4. (1) For purposes of paragraphs 15(c) and 16(c), a transaction... 4. . . 225. . Nature, transfer and numbering of shares. . Company’s duty to register charges created by it. . The keeping of company records by the registrar. 1. There had been no unfairly prejudicial conduct, nor were legitimate expectations relevant. Execution of documents: England and Wales. 4. 417. . . . 58. Chapter I Issues by Companies Registered, or to be Registered, in Great Britain. Companies registered but not formed under former Companies Acts. (1) There shall be disclosed with respect to each subsidiary... Financial years of subsidiary undertakings. . 226. . . . Substantial property transactions involving directors, etc. Extension of s. 323 to spouses , civil partners and children. 3 Words and expressions requiring Secretary of State's approval. Provision for extending or restricting relief from s. 130. Directors’ names on company correspondence, etc. . . . 19. Appointment of directors to be voted on individually. 17. . Director’s duty of disclosure on takeover, etc. Most private companies incorporated before 1 October 2009 adopted articles in the form of Table A with perhaps minor alterations. Shares issued to subscribers of memorandum. Re-registration of private company as public. Chapter VI Matters Arising Subsequent to Winding Up. . 294. . . . . 47. Special resolution for reduction of share capital. 12. . . (1) The following has effect as regards the operation of... Employer’s charges and other rights of recovery. Copies of instruments creating charges to be kept by company. Trusts not to be entered on register in England and Wales. 399. . The report assesses the impact of the Companies Act 2006 on UK businesses, to determine whether it is meeting its key policy objectives. (1) This paragraph applies where a company which becomes a... Part I Institutions required to prepare accounts under parent law, 2. 61. . . . In certain cases, compliance with s. 376 not required. . Memorandum and articles of company limited by guarantee. (1) Subject to the following provisions of this Schedule—. 4. (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. . Delivery to the registrar of documents in legible form. . 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. . 5. The Director of Public Prosecutions for Northern Ireland. This includes not just the case law on the former s 458 of the Companies Act 1985, but also that on the civil and criminal provisions in the former s 332 Companies Act 1948 and the civil provisions in the current s 213 of the Insolvency Act 1986. Whereas there is authority for the proposition that the offence of fraudulent trading with intent to defraud creditors can be constituted by a single transaction, the case law does not extend to fraudulent trading for any other fraudulent purpose. Power of Secretary of State to alter accounting requirements. . Rectification of register of charges. . “Value” of transactions and arrangements. 168. 2. . 438. . 54. 201.. . 112. Procedural requirements for registration. . Prohibition on trading under misleading name. . Recording of decisions by the sole member. Registrar may strike defunct company off register. Appointment at general meeting at which accounts laid. 9. Power to substitute memorandum and articles for deed of settlement. 427. Authority for contingent purchase contract. 652D. 5.. . The expression “financial year” in this Part means the year... Any report required by this Part shall either indicate by... (1) A report required by paragraph 17 or 18 shall... (1) Subject to the following provisions of this Schedule—. . 27. . . However, in Banque Arabe et Internationale d'Investissement SA v Morris [2001] 1 BCLC 263 ("Banque Arabe"), Neuberger J said he did not consider that the decisions in Grantham and Miles assisted the proposition being made in that case. . 161. . . . 72. . Re-registration of private company as public. . Power to apply provisions to banking partnerships. . 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. . 24. 3. Order on application of company member. 35A. 309A.Provisions protecting directors from liability, 309B.Qualifying third party indemnity provisions, 309C.Disclosure of qualifying third party indemnity provisions. However, particularly in the light of Morphitis v Bernasconi, a single small transaction is unlikely to be considered sufficient. Qualification of group as small or medium-sized. . . 39. Offences relating to the provision of information to auditors, Disclosure of services provided by auditors or associates and related remuneration. Charges of public companies on own shares. Notification of family and corporate interests. . The report required for the purposes of section 249A(2). Negotiable instrument to secure book debts. 451. Power of company to provide for employees on cessation or transfer of business. Investigation of a company on its own application or that of its members. . . . 31. Certificate of re-registration under s. 49. 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. In Grantham, ante, Lord Lane CJ said that it was possible for the jury "if they thought fit, to come to the conclusion that the appellant was acting dishonestly and fraudulently if he realised at the time when the debts were incurred that there was no reason for thinking that funds would become available to pay the debt when it became due or shortly thereafter". . . . . 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. . (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. Prospectus containing statement by expert. Obligation of disclosure arising under s. 204. . . (1) For the aggregate of all items shown under “creditors”... 1.. . Regulations under sections 723B to 723E. Contents of annual return: particulars of share capital . Proceedings of the Commission. 652E. 3. . 55. Provisions supplementing ss. 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. 329. Other powers of investigation available to the Secretary of State. Determination of purchase price or production cost, Substitution of original stated amount where price or cost unknown. 313. 143. Obligation to keep and enter up register. . . Crown disclaimer of property vesting as bona vacantia. 349. 457. Modification for unlimited company re-registering. In determining whether to disclose information to a body in... Paragraph 24 above does not apply where the company is... (1) Where in accordance with paragraph 1 a small company’s... (1) In respect of every item shown in a small... Current assets (I) Stocks (1) Stocks (2) Payments on account... Creditors: amounts falling due within one year, Creditors: amounts falling due after more than one year, Capital and reserves (I) Called up share capital(9), Creditors(10) (1) Bank loans and overdrafts (2) Trade creditors. Delivery and publication of accounts in ECUs. . 495 Information to be given by and to receiver on appointment (1)The following applies where, in the case of a company registered in England and . . Excess retirement benefits of directors and past directors, 15. . 684. . Charge by way of ex facie absolute disposition, etc. . 81B. The person must by the order be made subject—. 146, 147. Interests in shares which are to be notified. Obstruction of inspectors treated as contempt of court. 101. Inspection, &c. of records kept by the registrar. Payment of debts out of assets subject to floating charge (England and Wales). Liability of trustees of debentures. . . . Application for, and allotment of, shares and debentures. Application to court in respect of defective accounts. Disapplication of pre-emption rights. Availability of profits for purposes of s. 171. . . . . . Appointment by private company which is not obliged to lay accounts. Companies re-registered with altered status under former Companies Acts. Matters to be stated, and reports to be set out, in prospectus. . The Commissioners for Her Majesty’s Revenue and Customs. . . . . . Duty to notify stock exchange of matters notified under preceding sections. Interpretation for Part XVIII generally. Further Information. 327. 73. . Guarantees and other financial commitments in favour of group undertakings. . 6.The Director of Public Prosecutions for Northern Ireland. . . Statement as to disclosure of information to auditors. . . . 402. 19. This site additionally contains content derived from EUR-Lex, reused under the terms of the Commission Decision 2011/833/EU on the reuse of documents from the EU institutions. Delivery to the registrar using electronic communications. 17. 71. Registrar’s index of company and corporate names. . Endorsement of certificate on debentures. 723. In R v Grantham [1984] 1 QB 675, [1984] 3 All ER 166 ("Grantham"), Lord Lane CJ approved a passage from the summing up of the trial judge, in relation to an offence under s 332 Companies Act 1948, in which he said an intent to defraud arises when a trader "knows he is stepping beyond the bounds of what ordinary decent people engaged in business would regard as honest. 255D. . . . . 39. Litigated objection to resolution under s. 53. . Director’s duty of disclosure on takeover, etc. . . 364B.Contents of annual return: information about shareholders: non-traded companies, 364C.Contents of annual return: information about shareholders: traded companies, 364D.Contents of annual return: information about shareholders: supplementary. . Minimum membership for carrying on business. . . Method of applying s. 270 to successive distributions. . Saving for other restrictions as to offers. exempt from liability in certain cases. Apart from s. 97, commissions and discounts barred. Power of court to grant relief in certain cases. Registration of altered particulars. 103. Obligations of company as to inspection of registers, &c. 723D. 31. . Criminal liability for untrue statements. . Facts. Registrar to whom documents to be delivered: companies to which section 690A applies. Registration of branches of oversea companies. Procedure for special resolution under s. 173. . Restriction on payment by long-term undertaking. . Use of computers for company records. Time for giving financial assistance under s. 155. . Loan or quasi-loan by money-lending company. Obligation of persons acting together to keep each other informed. . Registration of joint stock company as public company. 216. 15. 11. 716. . 4. . 32. 49. Power for Secretary of State to modify this Chapter. . 425–427 to mergers and divisions of public companies. 231A.Disclosure required in notes to annual accounts: particulars of staff. 4. . . Relationship of this Act to Parts IV and V of the Financial Services Act 1986. Civil penalty for failure to deliver accounts. (1)Called up share capital not paid (Formats 1 and 2,... 1. . 17. Liability of subsequent holders of shares allotted. 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. 2.Where a banking company, or a company which is the... Other transactions, arrangements and agreements. 187. 501–650.. . 347C. . Right to inspect copies of instruments, and company’s register. . 310. Part XIV Investigation of Companies and Their Affairs; Requisition of Documents. Supplementary provisions: regulations and interpretation. 10. Register of directors’ interests notified under s. 324. Right to appoint or remove a majority of the directors. Treatment of shares held by or for public company. . 370A.Quorum at meetings of the sole member. 462. Registration of enforcement of security. It may be incomplete, and some provisions are likely to have been repealed or amended, and new ones inserted. 11. 113. You 370. . 2. (2) The court, on the application of the liquidator may declare that any persons who were knowingly parties to the carrying on of the business in the manner above-mentioned are to be liable to make such contributions (if any) to the company's assets as the court thinks proper. 375. . . . . . . . . 315. 19. 35B. . . . 429. . . Disclosure required in notes to accounts:related undertakings. 54. Part I Formation and Registration of Companies; Juridical Status and Membership. (1) Subject to sub-paragraph (7) below, with respect to any... 29A.Inclusion of financial instruments at fair value, 29C.Inclusion of hedged items at fair value, 29D.Other assets that may be included at fair value, Section C Historical Cost Accounting Rules. 9. 388A. Duty to notify auditors of proposed written resolution. 198. The interest of the group in subsidiary undertakings excluded from... (1) Where an undertaking included in the consolidation manages another... (1) An “associated undertaking” means an undertaking in which an... (1) The interest of an undertaking in an associated undertaking,... (1) The following information shall be given where at the... (1) There shall be stated in relation to shares of... (1) There shall be disclosed with respect to each subsidiary... Where— (a) disclosure is made under paragraph 3(1) with respect... (1) The number, description and amount of the shares in... (1) The information required by paragraphs 8 and 9 shall... (1) The name of the undertaking shall be stated. 281. . . Amount of each director’s emoluments and compensation in the relevant financial year. . 6. 701. . . . 36B. 265, 266 to other companies. Expressions used generally in this Act. . 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2020 companies act 1985 summary