Punishment for furnishing false information. Company’s name to appear in its correspondence, etc. . 3A.The Commissioners for Her Majesty’s Revenue and Customs. . . Registration of particulars of special rights. Certificate of registration to be issued. Banking and insurance companies and groups. . . Limited company may have directors with unlimited liability. In this Part of this Schedule “the group” means the... (1) There shall be shown with respect to each subsidiary... (1) The following information shall be given where an undertaking... (1) The information required by paragraphs 24 and 25 shall... (1) The information required by paragraphs 27 and 28 shall... Parent company’s or group’s membership of certain undertakings. Part XXV Miscellaneous and Supplementary Provisions. Turnover 2. Extension of ss. Election to dispense with laying of accounts and reports before general meeting. . . 429. 129. 695A. 142. Offences of failing to comply with s. 394. 5.. . . 5. Expressions used in connection with accounts. . . 6. This Part of this Schedule requires information to be given... (1) The emoluments of the chairman shall be shown. . 81B. . Application of ss. . . Exemption for small and medium-sized groups. 194. . Special rule for parent company of non-GB subsidiary undertaking. 659–662.. . A company’s capacity not limited by its memorandum. 315. . 3. . . . 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. 427. . Power of Secretary of State to present winding-up petition. 127. 43. . 70. Prospectus containing statement by expert. Effect on s. 654 of company’s revival after dissolution. Execution of documents by companies. Civil penalty for failure to deliver accounts. . 425–427 to mergers and divisions of public companies. 99 ff to special cases. . . 3. 84. . No allotment unless minimum subscription received. However, he went on to say: "But, if (which I doubt) Templeman J [in Cooper] intended to suggest that, whenever a fraud on a creditor is perpetrated in the course of carrying on business, it must necessarily follow that the business is being carried on with intent to defraud creditors, I think he went too far. . Alternative valuation of fixed-income securities. Construction of sections 723B and 723C, 723F. . 76B. . 93. . . . to be Contained in Statement Under Section 10. Secretary of State’s power to call meeting in default. . 334 ff. Interests in shares which are to be notified. 284. . 652A. . . 32. 65C. Details of highest paid director’s emoluments etc. 26. . (1) In the directors’ remuneration report for a financial year... 2. Transfer to public company of non-cash asset in initial period. . 9. Revision of defective accounts and reports. Litigated objection to resolution under s. 53. . The latter provides: "(1) If in the course of the winding up of a company it appears that any business of the company has been carried on with intent to defraud creditors of the company or creditors of any other person, or for any fraudulent purpose, the following has effect. . Payments apart from purchase price to be made out of distributable profits. Certificate of re-registration under s. 43. Obstruction of inspectors treated as contempt of court. . Charges on property outside United Kingdom. 387. . Extension of s. 324 to spouses , civil partners and children. . 685. . Interest payable(2 ) 2.. Fees and commissions payable(4) 3.... Interest receivable (Format 1, item 1; Format 2, item B1)... CHAPTER II ACCOUNTING PRINCIPLES AND RULES. . . . Resolution requiring special notice. Attempted evasion of s. 72 to be void. . 316. Public notice by registrar of receipt and issue of certain documents. 18. 402. Negotiable instrument to secure book debts. Conditions for payment out of capital. (1) The name of the undertaking shall be stated. . . . Provision for extending or restricting relief from s. 130. . . 146. Attempted evasion of s. 56 to be void. 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. Right of offeror to buy out minority shareholders. Accounting reference periods and accounting reference date. Articles prescribing regulations for companies. Other offences connected with section 652A. . . 76. Rights to demand copies of accounts and reports. Issued copy of memorandum to embody alterations. Persons entitled to receive copies of accounts and reports. 19. 10. 366A. (1) Where sums originally denominated in foreign currencies have been... Part IV Special Provisions Where Company is a Parent Company or Subsidiary Undertaking, Dealings with or interests in group undertakings. Exemption for parent companies included in accounts of larger group. Companies can use new ‘model’ Articles of Association, provided by Companies House. Execution of documents: England and Wales. Disclosure required in notes to accounts:related undertakings. . . Civil penalty for failure to deliver accounts. . 4. 57. The case law has established that: It is intended that these principles should apply to the new offence in section 9 too.". Companies registered under Joint Stock Companies Acts. . In Morphitis v Bernasconi [2003] EWCA Civ 289, Chadwick LJ said: "It is not, in my judgment, a pre-condition of finding the relevant intent to defraud creditors or other fraudulent purpose, that there has been an incurring of credit. 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, Exemption from requirement to deliver accounts and reports. . Ctrl + Alt + T to open/close. . may also experience some issues with your browser, such as an alert box that a script is taking a . Oversea company’s financial year and accounting reference periods. . 34F. 17. . . Interpretation of References to “Beneficial Interest”, Part I References in Sections 23, 145, 146 and 148, Residual interests under pension and employees’ share schemes. . . 288. . . Other powers of investigation available to the Secretary of State. . Communication of pre-emption offers to shareholders. 653. 172. 76. Power to enter and remain on premises: procedural, Failure to comply with certain requirements. 56. . . . Consideration by the directors of matters relating to directors’ remuneration, 3. Saving for other restraints on distribution. Companies to which the Eleventh Company Law Directive applies. Links to this primary source; Content referring to this primary source; Certain companies to publish periodical statement. . Part I Formation and Registration of Companies; Juridical Status and Membership. Companies registered but not formed under former Companies Acts. 341. . . . . Invalidity of certain transactions involving directors, etc. 65. Company name to appear outside place of business. . . 388A. Register of charges to be kept by registrar of companies. . Treasury shares: disposal and cancellation, Treasury shares: penalty for contravention. (1) The following sub-paragraphs apply where the scheme is a... Transferee company or companies holding shares in the transferor company. 72-77. Relaxation and removal of restrictions. . Relaxation of s. 151 for private companies. Appointment by Secretary of State in default of appointment by company. 3. Accounts of subsidiary undertakings to be appended in certain cases. 46. Power of Secretary of State to alter accounting requirements. . . 4. 20. . 7. . . 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). 48. (1) Where shares in a company are held on trust,... Trustee’s right to expenses, remuneration, indemnity, etc. 245A. Offences in connection with share warrants (Scotland). 22. 34A.Penalty for improper use of “community interest company” etc. . Disclosure required in notes to accounts:related undertakings. Registration requirement applicable in all cases. Entitlement of valuer to full disclosure. 46. . . Nature, transfer and numbering of shares. 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. Certificate of re-registration under s. 43. 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. Statement as to disclosure of information to auditors. Property of dissolved company to be bona vacantia. (1) Where the parent company is itself a subsidiary undertaking,... Construction of references to shares held by parent company or group. Duty to register charges existing on property acquired. Misleading one creditor over a short period in relation to one debt was held not to be fraudulent trading under the similarly worded Insolvency Act 1986, s 213: Morphitis v Bernasconi [ante]." . . 119. 347I. . . 389. 714. Liabilities arising from contravention of s. 320. Channel Islands and Isle of Man companies. 694. . 1. The Whole 106. Provision for security of information obtained. Right to inspect instruments which create charges, etc. An overview of the Companies Act 1989. Directors to have regard to interests of employees. . Minimum authorised capital (public companies). (1) The emoluments of the chairman shall be shown. Transactions at behest of holding company. 681. (1) For purposes of paragraphs 15(c) and 16(c), a transaction... 4. . Powers of Secretary of State to give directions to inspectors, 446B.Direction to terminate investigation, Resignation, removal and replacement of inspectors, 446C.Resignation and revocation of appointment, 446D.Appointment of replacement inspectors, Power to obtain information from former inspectors etc, 446E.Obtaining information from former inspectors etc, Requisition and seizure of books and papers, 447.Power to require documents and information, 448A.Protection in relation to certain disclosures: information provided to Secretary of State. . . Company’s duty to deliver particulars of charges for registration. Special restriction for public companies. 51. . Funding of director’s expenditure on duty to company. . An Act to consolidate the greater part of the Companies Acts. Acts done by person in dual capacity. 21. . 120. 3. Branch registration under the Eleventh Company Law Directive (89/666/EEC). . . 74. 139. . 370. . . Companies to keep copies of instruments creating charges. Payment to director for loss of office etc. . Saving for company’s pre-emption procedure operative before 1982. It is likely not to reflect the law as it stands today. 192. Power of directors to bind the company. Enforcement of company’s duty to make returns. It is well established that it is no defence to say that one declined to ask questions, when the only reason for not doing so was an actual appreciation that the answers to those questions would be likely to disclose the existence of a fraud." . Conditions in memorandum which could have been in articles. Directors, etc. 2. 44E. . . . . 242A. Crown disclaimer of property vesting as bona vacantia. . A company’s capacity not limited by its memorandum. 4. (1)Called up share capital not paid (Formats 1 and 2,... 1. 46. Cases in which special provisions do not apply. Chapter I Provisions Applying to Companies Generally. . Requirements in connection with publication of accounts. 17. . (1) The following information shall be given where an undertaking... Other significant holdings of parent company or group. Section 319 (approval of director’s service contract). . 5. Delivery of accounting documents in Welsh only. Information for purposes of shareholder action. . . . 54. . Special resolution making liability of directors unlimited. 729. 281. . . 1. Written resolutions: supplementary provisions. 17. Saving for other restrictions as to offers. . . Delivery of further particulars or memorandum. Section 337 (funding of director’s expenditure in performing his duties). . Shares issued to subscribers of memorandum. Right of shareholder to require laying of accounts. Prohibition of partnerships with more than 20 members. . Entries in register in relation to share warrants. (1) Neither paragraph 2 nor paragraph 3 shall require an... 6. 9. 450. Special restriction for public companies. . 154. 17. . Verification of charge on property outside United Kingdom. . Documents to be delivered to registrar. . . 6.Any income and expenditure of undertakings included in the consolidation... 7.Information as to undertaking in which shares held as a result of financial assistance operation, PART III ADDITIONAL DISCLOSURE: RELATED UNDERTAKINGS, Part IV Additional Disclosure: Emoluments and Other Benefits of Directors and Others. The Director of Public Prosecutions for Northern Ireland. Record of transactions not disclosed in company accounts. 1 of 1986 was assented on 8th January, 1986 and was enacted by the Government of India with the view to make special provisions for securing time detection of sick and potentially sick companies which own the industrial undertakings. 735A. Consideration for shares recently allotted to be valued. . Non-compliance with ss. Chapter II Issues by Companies Incorporated, or to be Incorporated, Outside Great Britain. 13 pages) Ask a question Companies Act 1985 Toggle Table of Contents Table of Contents. 92. . . Companies formed and registered under former Companies Acts. 6. 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'. . 196. The prospectus must state the names and addresses of the... (1) The prospectus must give full particulars of—. . In Kemp, ante, the argument that the words "any fraudulent purpose" should be construed ejusdem generis with "intent to defraud creditors" was rejected. 709.Inspection, &c. of records kept by the registrar. . . . . . 486. Part XVI Fraudulent Trading by a Company, Part XVII Protection of Company’s Members against Unfair Prejudice. Part XI Company administration and procedure. Relaxation of s. 151 for private companies. 705A. . . 112. the original print PDF of the as enacted version that was used for the print copy, lists of changes made by and/or affecting this legislation item, confers power and blanket amendment details, links to related legislation and further information resources. . . 4. 710B. . Archbold, therefore, does not improve much on the Home Office in making it clear that a single transaction may only suffice if the fraudulent trading is based on an intent to defraud creditors. 385A. 347E. . The share capital rules have been simplified for private companies. Certificate of re-registration under s. 53. Removal of documents to Public Record Office. Part IX A Company’s Management; Directors and Secretaries; their Qualifications, Duties and Responsibilities. . 343. . 123. . 32. For more information see the EUR-Lex public statement on re-use. Modification for unlimited company re-registering. . 652D. Registration of altered particulars. 265. Re-registration of private company as public. 376. 400. Liability of subsequent holders of shares allotted. . . . 707B. 46. . Requirements for registration by joint stock companies. . (1) If the company has issued any debentures during the... 56.Where any fixed assets of the company (other than listed... 57.In relation to any amount which is included under Assets... 58.There shall be disclosed separately the amount of: 58A.Information about fair value of assets and liabilities. 3. 82B. (1) The information required by sub-paragraph (1) of paragraph 10... 13. . . Restrictions on a company’s power to make loans, etc., to directors and persons connected with them. Qualification of group as small or medium-sized. 279. . 355. . 1. . 743A. . 411. for sale deemed a prospectus. Accounts and reports to be laid before company in general meeting. Certain companies exempt from obligation to appoint auditors. That proposition was all but identical to the Home Office's fourth principle. 13. . 26. 45. 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 347G. . (1) Subject to the qualification mentioned below, the cost of... 38.Substitution of original amount where price or cost unknown. 110. 462. Secretary of State’s notice in respect of annual accounts. . Effect of failure to deliver particulars, late delivery and effect of errors and omissions. . . 7. 702. Registration of branches of oversea companies. . Consideration by the directors of matters relating to directors’ remuneration, Statement of company’s policy on directors’ remuneration, Amount of each director’s emoluments and compensation in the relevant financial year. Provisions applying to company exempt under s. 30. 39. Provisions supplementing ss. Other requirements for registration. 14. Election by private company as to duration of authority. 348. . 4) The offence can be committed only by persons who exercise some kind of controlling or managerial function within the company. 3. . . . Conditions in memorandum which could have been in articles. . Oversea company’s financial year and accounting reference periods. . . . 87. 700. “Relevant amounts” for purposes of ss. . Election by private company as to duration of authority. . . Trusts not to be entered on register in England and Wales. . 57. . Treatment of assets in the relevant accounts. . 61. 2.Where a banking company, or a company which is the... Other transactions, arrangements and agreements. Verification of charge on property outside United Kingdom. Termination of appointment of auditors not appointed annually. 56. . 19. In Re Patrick & Lyon Ltd [1933] Ch 786 at 790, Maugham J said: "I will express the opinion that the words 'defraud' and 'fraudulent purpose,' ... are words which connote actual dishonesty involving, according to current notions of fair trading among commercial men, real moral blame.". Registrar may strike private company off register on application. Indemnity for innocent director or expert. . 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—. 61. . . (1) References in this Part of this Schedule to the... 10.A number in brackets following any item in any of... ASSETS 1. Public company reducing capital below authorised minimum. 305. . 444. 162C.Treasury shares: voting and other rights, 162D.Treasury shares: disposal and cancellation, 162E.Treasury shares: mandatory cancellation, 162G.Treasury shares: penalty for contravention. . . Amounts which in the particular context of any provision of... (1) References to provisions for depreciation or diminution in value... References to provisions for liabilities are to any amount retained... (1) “Social security costs” means any contributions by the company... (1) Group accounts shall comply so far as practicable with... (1) The consolidated balance sheet and profit and loss account... (1) Where assets and liabilities to be included in the... Any differences of accounting rules as between a parent company’s... (1) Debts and claims between undertakings included in the consolidation,... (1) The following provisions apply where an undertaking becomes a... An acquisition shall be accounted for by the acquisition method... (1) The acquisition method of accounting is as follows. . The keeping of company records by the registrar. 255A. Part IV Allotment of Shares and Debentures. Special provisions for banking and insurance groups. Companies registered but not formed under former Companies Acts. . . . . . Charges on property in England and Wales created by oversea company. (1) To comply with this Part of this Schedule, the... 30.The following provisions of the Companies Act 2006 apply for... 18—21. 405. Loan or quasi-loan by money-lending company. . Charges of public companies on own shares. Effect of failure to deliver particulars, late delivery and effect of errors and omissions. . General provisions as to meetings and votes. . Consequences (criminal and civil) of non-compliance with ss. Registration of joint stock company as public company. Operation of s. 86 where prospectus offers shares for sale. 322A. 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. 11. 2A. Chapter II Delivery of Accounts and Reports. 234A. 352A.Statement that company has only one member. . . The duties of company directors were clarified for the first time. . You are not currently signed in - enter your email address and password into the boxes below, or create a new account. Exemption of directors from liability in respect of unauthorised donation or expenditure. Additional requirements in case of prospectus issued generally. Exemption for parent companies included in accounts of larger group. . Documents relating to Welsh companies. Provisions applicable on investigation under s. 442. Exemption from requirement of “limited” as part of the name. This included the responsibilities … Alteration of accounting reference date. Expressions used in connection with accounts. . . . Requirements for registration by joint stock companies. Further Information. . . . . Application of ss. . . Procedural requirements for registration. 2. . . Duty of company as to issue of certificates. . Right to attend company meetings, &c. 390B. Obligation of disclosure arising under s. 204. Exemption for parent companies included in non-EEA group accounts. . The company’s proprietorship, management and its capital requirement. 20. 30. They were carrying on business with intent to defraud creditors as soon as they accepted one deposit knowing that they could not supply the indigo and would not repay the deposit. . . 404. . . 309A.Provisions protecting directors from liability, 309B.Qualifying third party indemnity provisions, 309C.Disclosure of qualifying third party indemnity provisions. . (1) The conditions for accounting for an acquisition as a... (1) The merger method of accounting is as follows. (1) There shall be stated in relation to shares of... Financial information about subsidiary undertakings. . 449. Notice to registrar of increased share capital. 675. Special provisions for small companies, 246A. (1) The expressions listed in sub-paragraph (2) have the same... 77—81. 39. Obligation of disclosure: the cases in which it may arise and “the relevant time”. . Terms and Conditions - Privacy Policy - © 2009 Victor Smith. . Criminal proceedings against unincorporated bodies. . . . . The relevant detriment, as in Kemp, may not involve the incurring of credit and indeed the relevant intent may not, in a given case, succeed. (1) The name of the undertaking shall be stated. 144. 292. Provision for extending or restricting relief from s. 130. (1) For the aggregate of all items shown under “creditors”... 1.. . Substantial property transactions involving directors, etc. . . Duty of director to disclose shareholdings in own company. 442. . 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. 2. 416. The Gangmasters and Labour Abuse Authority. Written resolutions of private companies. Right to inspect instruments which create charges, etc. Director’s contract of employment for more than 5 years. Companies to which the Eleventh Company Law Directive applies. 5. Appointment by private company which is not obliged to lay accounts. Private companies are no longer obliged to hold an Annual General Meeting (AGM). . 111. Nature, transfer and numbering of shares. 33. (1) The fair value of a financial instrument is determined... 34C.A company may include any assets and liabilities that qualify... Other assets that may be included at fair value, 34D. for sale deemed a prospectus. Additional requirements in case of prospectus issued generally. 367. . 690A. Register of directors’ interests notified under s. 324. 216. Shares and debentures of company held by subsidiary undertakings. 418. . . 304. . The formats referred to in paragraph 1 are as follows—... Current assets (I) Stocks (II) Debtors(1) (III) Investments, Capital and reserves (I) Called up share capital. Disclosure of services provided by auditors or associates and related remuneration. Continued effect of certain charges validated by Act of 1972. The first date in the timeline will usually be the earliest date when the provision came into force. . . The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. . Duty of company as to issue of certificates. Registered documentation of Welsh companies. . 34A. 44. Issue and effect of share warrant to bearer. Removal of documents to Public Record Office. . Copies of memorandum and articles to be given to members. . . Provisions applicable on investigation under s. 442. Special provisions for medium-sized companies. Obligation to state name and other particulars. Interests in shares which are to be notified. . . Crown disclaimer of property vesting as bona vacantia. . . Resignation and revocation of appointment, Obtaining information from former inspectors etc, Power to require documents and information, Protection in relation to certain disclosures: information provided to Secretary of State. . Payments apart from purchase price to be made out of distributable profits. . 406. 24. . Extension of s. 323 to spouses , civil partners and children. . 6. . . . it can be committed only by persons who exercise some kind of controlling or managerial function within the company. . Re-registration of private company as public. . 41. 26. 288A.If an individual in respect of whom a confidentiality order... 289. 323. 6. 58. 255C. Shares issued to subscribers of memorandum. . 443. . 52. 381C. 327. Determination of purchase price or production cost, Substitution of original stated amount where price or cost unknown. Shares to be allotted as at least one-quarter paid-up. Matters to be stated, and reports to be set out, in prospectus. 18A. . . Application for, and allotment of, shares and debentures. Obligation of persons acting together to keep each other informed. Power to require company to abandon misleading name. . 44. Non-cash consideration to be valued before allotment. 24. Formalities of registration (debentures). Directors’ service contracts to be open to inspection. . 31. Power to impose restrictions on shares and debentures. 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—. 124. 30. . . Charges which have to be registered. 53. . Stock exchange certificate exempting from compliance with Sch. . . 20. Treatment of shares held by or for public company. There are changes that may be brought into force at a future date. 40. . 1. . . . 40. Gross premiums written (General business technical account: item I.1. 36AA.Execution of deeds: England and Wales. 22. . Power of private companies to redeem or purchase own shares out of capital. Access essential accompanying documents and information for this legislation item from this tab. Obligations of company as to inspection of registers, &c. Costs and expenses in actions by certain limited companies. 1) Dishonesty is an essential ingredient of the offence, Although the word "dishonesty" does not appear in s 993 CA or s 9 FA, there can be no doubt that it is an ingredient of offences under those provisions. Limited by its memorandum confirmation as executor to redeem or purchase own shares profits and assets, companies act 1985 summary. Reports of oversea company ’ s name to appear in its correspondence, etc of chairman! Profits and assets, Limits of company to have official seal for use abroad consist its! 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In this part of UK company Law Directive applies: emoluments and compensation in the balance... undertaking in associated! Publicly-Traded companies changes that may be brought into force at a future date term business profits of insurance ”! Have special rules in this Act apply to the... 7.Provisions of this Act or the former Acts... Of non-compliance with ss be shown with respect to each subsidiary... financial of...