Companies (Volume 14 (2023), paras 1-467; Volume 14A (2023), paras 468-919; Volume 15 (2023), paras 920-1445; Volume 15A (2023), paras 1446-1924)

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Covering every proposition of the law of England and Wales, however niche, Halsbury's Laws provides all your legal answers in a single source.

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Companies (Volume 14 (2023), paras 1-467; Volume 14A (2023), paras 468-919; Volume 15 (2023), paras 920-1445; Volume 15A (2023), paras 1446-1924)

If it's not in Halsbury's then it's not the law.

Covering every proposition of the law of England and Wales, however niche, Halsbury's Laws provides all your legal answers in a single source.

TAKE A FREE TRIAL

Companies (Volume 14 (2023), paras 1-467; Volume 14A (2023), paras 468-919; Volume 15 (2023), paras 920-1445; Volume 15A (2023), paras 1446-1924)

Consultant Editor

STOP PRESS: Economic Crime and Corporate Transparency Act 2023

1. Company Law: Introduction

1. General meaning of 'company'.

2. Companies and corporations.

3. Unincorporated companies and companies formed by royal charter.

4. Alternative structures to the registered company.

5. Meaning of 'Secretary of State'; Secretary of State with responsibility for companies matters.

6. Company law functions of the Secretary of State subject to contracting out and delegation.

7. Contracted out and delegated company law functions of the Secretary of State.

8. Appointment[, functions and objectives] of registrar of companies.

8A. Disclosure of information to the registrar and by the registrar.

9. Provision for liaison between the registrar and the Regulator of Community Interest Companies.

10. Functions of the registrar of companies subject to contracting out.

11. Contracted out functions of the registrar of companies.

12. Fees payable to registrar of companies.

13. Rules made by registrar of companies ('registrar's rules').

14. Offence of making false statements to registrar of companies.

14A. Power that may be conferred on the registrar to impose financial penalties for relevant offences.

15. Companies: the statutory framework.

16. Companies legislation prior to 1985.

17. The consolidating companies legislation of 1985.

18. Legislation subsequent to the 1985 consolidation and prior to the Companies Act 2006.

19. The Company Law Review and the Companies Act 2006.

20. General savings for existing companies under the Companies Act 2006.

21. Revision of the Companies Act 2006.

22. UK companies and the UK's continuing relationship with the EU.

23. Retained EU legislation relating to company law.

24. European companies and groupings.

2. Companies Registered under the Companies Acts

25. Meanings of 'company' and 'UK-registered company' in the Companies Acts.

26. Meanings of 'subsidiary', 'holding company' and 'wholly-owned subsidiary'.

27. Meanings of 'parent undertaking', 'subsidiary undertaking' etc in the Companies Acts.

28. Rights in relation to parent and subsidiary undertakings.

29. Meaning of 'dormant company'.

30. Geographical extent of the Companies Acts.

31. Application of the companies legislation to other forms of business organisation.

32. Companies and associations incapable of registration.

33. Companies not registered, or registered but not formed, under the Companies Act 2006; overseas companies.

34. Classes of company not formed under companies legislation but authorised to register.

35. Requirement for assent before registration of companies authorised to register.

36. Application for registration where a company is authorised to register.

37. Registration of a joint stock company as a public company.

38. Name of company not formed under companies legislation on registration.

39. Formal registration of company not formed under companies legislation; issue of the certificate of registration.

40. Application of the Companies Acts to company not formed under companies legislation but authorised to register.

41. Vesting of property of company registered but not formed under companies legislation; liabilities and legal proceedings.

42. Certain provisions to have continuing effect on registration of company not formed under companies legislation.

43. Power to alter constitution of company registered but not formed under companies legislation and to substitute articles of association.

44. Liability of contributories of companies registered but not formed under the Companies Act 2006.

45. Winding up of companies not formed, but authorised to register, under the Companies Act 2006; stay of proceedings.

46. Unregistered companies and the Companies Acts etc.

47. Application of Companies Acts provisions to unregistered companies.

48. Meaning of 'promoter'.

49. Examples showing persons found to be promoters.

50. When persons are not promoters.

51. When promotion begins and ends.

52. Promoter not trustee or agent of company.

53. Claiming account of secret profits made by promoter.

54. Amount of secret profit for which promoter is liable.

55. Joint and several liability of promoters in respect of secret profits.

56. Rescission of contract in place of claiming account of secret profits.

57. Other remedies of company for breach of duty by promoter.

58. Remedies of shareholders and debenture holders against promoter.

59. Promoter's duty of full disclosure.

60. What amounts to disclosure by promoter.

61. What is an independent executive.

62. Company's liability to promoter.

63. Power of company to pay registration etc expenses to promoters.

64. Acceptance of presents from promoters.

65. Promoter's liability under contract that purports to be made by or on behalf of unformed company.

66. Promoters as partners.

67. Liability of several promoters to and for each other.

68. Circumstances in which promoter's liability terminated.

69. Criminal liability of promoters.

70. Disqualification of promoters from managing companies.

71. Private companies and the restrictions on their powers.

72. Nature and powers of public company: in general.

73. Minimum share capital requirement for public companies.

74. The 'authorised minimum' in relation to the nominal value of a public company's allotted share capital.

75. Transactions entered into without a trading certificate.

76. Meanings of 'quoted company', 'unquoted company' and 'traded company' in the Companies Act 2006.

77. Meaning of a company limited by shares.

78. Meaning of a company limited by guarantee.

79. Meaning of 'unlimited company'.

80. Becoming a community interest company.

81. Regulator of Community Interest Companies.

82. Appeal Officer for community interest companies.

83. Official Property Holder for community interest companies.

84. Eligibility to form a community interest company.

85. Community interest test and excluded companies.

86. Cap on distributions and payment of interest by community interest companies.

87. Distribution of assets on winding up of community interest company.

88. Community interest company reports.

89. Conditions for exercise of Regulator's supervisory powers.

90. Investigation of community interest company by or on behalf of Regulator.

91. Audit of community interest company's accounts ordered by Regulator.

92. Institution of civil proceedings by Regulator.

93. Appointment of director of community interest company by Regulator.

94. Removal or suspension of director of community interest company by Regulator.

95. Appointment of manager by Regulator.

96. Regulator's power to deal in community interest company property.

97. Regulator's power to transfer shares etc in community interest company.

98. Petition for winding up of community interest company; dissolution and striking off.

99. Fees payable to the Regulator etc.

100. Formation of new company under the Companies Act 2006.

101. Meaning of 'person' as subscriber to the memorandum of association.

102. Requirements of memorandum under the Companies Act 2006.

103. Requirements relating to a community interest company.

104. Companies formed for an illegal purpose.

105. Proceedings by or against illegal companies.

106. Winding up of illegal company.

107. Company's right to set up illegality in proceedings against it.

108. Sale of shares in an illegal company.

109. Application to registrar for registration of company.

110. Statement of proposed officers of the company.

111. Statement of initial significant control of the company.

112. Statement of capital and initial shareholdings.

113. Articles of association of a company limited by shares.

114. Statement of guarantee required to be delivered on application for registration.

115. Articles of association of a company limited by guarantee.

116. Articles of association of an unlimited company.

117. Registration of new company formed as a community interest company.

118. Streamlined Company Registration Service.

119. Certificate of incorporation.

120. Effect of incorporation.

121. Piercing the corporate veil.

122. Nationality, domicile and residence of company.

123. Change of company's residence.

124. Company trading in more than one state.

125. Powers of the company.

126. Companies subject to constructive notice rule.

127. Notice to company officers.

128. Examples of statutory duties placed on companies.

129. A company's registered office.

130. Registers etc to be kept at registered office.

130A. Company's duty to maintain an appropriate registered email address.

131. Public notice of issue of certificates of incorporation.

132. Companies' registered numbers.

133. Registered numbers of UK establishments of overseas company.

134. Delivery of documents to the registrar of companies: in general.

135. Requirements for proper delivery to the registrar of companies.

136. Documents not meeting requirements for proper delivery to the registrar of companies.

137. Public notice of receipt of enhanced disclosure documents.

138. Effect of failure by registrar of companies to give public notice of receipt of certain documents.

139. Delivery of optional information to the registrar of companies.

140. Translation and transliteration requirements relating to documents.

141. Documents relating to Welsh companies.

142. Keeping of company records (the 'register') by the registrar.

142A. Registrar's power to ensure compliance by requiring additional information.

143. Annotation of the register.

144. Allocation of unique identifiers.

145. Inspection etc of company records kept by the registrar of companies.

146. Material not to be made available by the registrar for public inspection.

147. Restrictions on disclosure by the registrar of relevant date of birth information.

148. Permitted disclosure by registrar to specified public authorities of restricted date of birth information.

149. Permitted disclosure by registrar to credit reference agencies of relevant date of birth information.

150. [Information] on the register [relating to an individual] not to be made available by the registrar of companies for public inspection.

151. Effect of application to withhold address placed on the register.

152. Appeal against decision that application to withhold address placed on the register has been unsuccessful.

153. Revocation of decision to withhold address placed on the register.

154. Removal or rationalisation of material on the register.

154A. Power to require businesses to report discrepancies.

155. Provision made for rectification of the register on application to the registrar of companies.

156. Rectification of the register to resolve a reported material discrepancy in information about beneficial ownership.

157. Rectification of register [where a company's registered office address is not an appropriate address].

157A. Rectification of register where a person's registered service address does not meet requirements.

157B. Rectification of register where a person's registered principal office address is not their principal office.

158. Rectification of the register under court order.

159. Public notice of removal of certain material from the register.

160. Duty to deliver confirmation statements to registrar of companies.

161. Duty to [confirm company's lawful purpose and to] notify [any change in its principal activities] when delivering confirmation statement.

161A. Duty to notify a change in registered office when delivering confirmation statement.

161B. Duty to notify a change in registered email address when delivering confirmation statement.

162. Duty to deliver statement of capital when delivering confirmation statement.

163. Duty to notify trading status of shares when delivering confirmation statement.

164. Duties to deliver shareholder information when delivering confirmation statement.

165. Duty when delivering confirmation statement to deliver information about people with significant control or about exemption from provisions relating to such people.

166. Secretary of State's power to make further provision about confirmation statements.

167. Enforcement of company's filing obligations.

168. Registrar's index of company names.

169. Alteration of company's status by re-registration.

170. Procedure on application to re-register a private company as a public company.

171. Additional requirements for re-registration as public company which relate to share capital.

172. Additional requirements relating to net assets; meaning of 'unqualified report'.

173. Recent allotment of shares for non-cash consideration.

174. Issue of certificate of re-registration as a public company.

175. Procedure on application to re-register a public company as a private limited company.

176. Application to court to cancel resolution to re-register as private limited company.

177. Issue of certificate of re-registration as private limited company.

178. Procedure on application to re-register as unlimited company.

179. Issue of certificate of re-registration as unlimited company.

180. Procedure on application to re-register unlimited company as private limited company.

181. Issue of certificate of re-registration as private limited company.

182. Statement of capital required where company already has share capital.

183. Procedure on application to re-register public company as a private unlimited company.

184. Issue of certificate of re-registration as private unlimited company.

185. Meaning and classification of 'old public company'.

186. Re-registration of old public company as public company.

187. Old public company becoming private.

188. Failure by old public company to obtain new classification.

189. Shares of old public company held by or charged to itself.

190. Old public company trading under misleading name.

191. Old public companies: payment for share capital.

192. Existing company becoming a community interest company.

193. Limitations on re-registration of community interest company.

194. Ceasing to be a community interest company: in general.

195. Community interest company becoming a charity.

196. Community interest company becoming a registered society.

197. Prohibition or restriction on registration under certain names.

198. Permitted characters etc in company names.

199. Other restrictions on names.

200. Name consisting of trade mark.

201. Required indications for limited companies.

202. Exemption from requirement to use 'limited' as part of name.

203. Prohibition on alteration of articles which affect conditions for exemption.

204. Names of a community interest company.

205. Inappropriate use in name of indications of company type or legal form.

206. Name that is the same as or similar to an existing name.

207. Appointment of company names adjudicators.

208. Rules of procedure before company names adjudicator.

209. Application objecting to a company's registered name.

210. Procedure in hearings before company names adjudicator.

211. Decisions in hearings before company names adjudicator.

212. Orders following decision by company names adjudicator.

213. Appeal from company names adjudicator's decision.

214. Secretary of State's power to direct change of name where company exemption ceases.

215. Secretary of State's power to direct company to change name that is the same as or similar to an existing name.

216. Secretary of State's power to direct company to change name due to irregularities in information supplied.

217. Secretary of State's power to direct company to abandon misleading name.

217A. Secretary of State's power to direct company to change name used for criminal purposes.

217B. Secretary of State's power to direct company to change name due to irregularities in registration.

217C. Registrar's power to change name containing computer code.

217D. Registrar's power to change name for failure to comply with direction.

217E. Prohibition on re-registering name following direction.

217F. Name that another company has been directed to change.

218. Methods by which company name may be changed.

219. Change of company name by the company by voluntary means.

220. Procedure on change of name and effect.

221. Provision made as to trading disclosures.

222. Requirements as to disclosure of company's name etc.

223. Civil remedies for breach of trading disclosure provisions.

224. Persons subject to the restricted or prohibited business names provisions of the Companies Act 2006.

225. Business names requiring Secretary of State's approval.

225A. Business name suggesting connection with foreign governments etc.

226. Business name containing inappropriate indication of company type or legal form.

227. Offence of trading under misleading business name.

227A. Offence of trading under name that company has been required to change.

227B. Offence of trading under name that another company has been required to change.

228. Meaning of references to a company's constitution.

229. Power to prescribe model articles and their application.

230. Model articles prescribed for the purposes of the Companies Act 2006.

231. Legacy articles and the Companies Act 2006.

232. Resolutions and agreements affecting a company's constitution.

233. How amendment of articles is effected.

234. Entrenched provisions of the articles.

235. Rectification of mistake in company's articles of association.

236. How far company's articles of association may be altered.

237. Registrar of companies to be sent copy of amended articles.

238. Registrar's notice to comply in case of failure with respect to amended articles.

239. Notice to registrar required where company's constitution altered by enactment.

240. Notice to registrar required where company's constitution altered by order.

241. Statement of company's objects.

242. Documents to be incorporated in or accompany copies of articles issued by company.

243. Copies of constitutional documents to be provided to members.

244. Provisions of company's constitution binding as if by covenant.

245. How far company's articles constitute a contract.

246. Articles as contract between company and member.

247. Whether articles are contract between members of company among themselves.

248. Articles not a contract between company and outsider.

249. Notice of company's constitution.

250. Company's articles at variance with statutory provision.

251. Restrictions on articles of association under the Companies Act 2006.

252. Shareholders' agreements.

253. Capacity, and limits on capacity, deriving from corporate status.

254. Company exceeding statutory powers.

255. Statutory powers exercisable subject to authorisation by, or restriction or prohibition in, articles.

256. Powers exercisable under the Companies Act 2006 only by special resolution.

257. Objects and capacity of company.

258. Restricting a company's objects.

259. Construction of objects adopted by company.

260. Meaning of 'ultra vires'.

261. Examples of ultra vires acts.

262. Examples of acts not ultra vires.

263. Failure to act in accordance with restricted objects.

264. Company's capacity not limited generally by its constitution.

265. Powers of directors to bind the company.

266. Transactions involving director or person connected with director.

267. Company's position with regard to charities.

268. Notice of company's constitution assumed.

269. Presumption as to matters of internal company management.

270. Notice of irregularity of internal company management.

271. How a company may act.

272. Appointment of agents by a company.

273. Directors' position as company's agents.

274. Exercise of powers delegated by company.

275. Agent's liability for torts.

276. Position of company's agents.

277. Admissions by agents of company.

278. Presumption that acts are properly performed.

279. Respective liability for contracts on part of company and agent.

280. Ratification of agents' acts.

281. Pre-incorporation contracts.

282. Adoption of pre-incorporation contracts.

283. Contracts made before company entitled to commence business.

284. Form of company contracts.

285. Company seal.

286. Written contracts made by, or on behalf of, a company.

287. Parol contracts made on behalf of company.

288. Assignment of contracts by or to company.

289. Execution of documents under seal.

290. Execution of documents by signature.

291. Appointment of attorney to execute deeds.

292. Company's official seal for use outside the United Kingdom.

293. Company's official seal for share certificates etc.

294. Company's power to deal with bills and notes.

295. Signature on bill or note.

296. Duties of holder of bill of exchange to inquire as to agent's authority.

297. Liability of company's officers on bill of exchange.

298. Duty to publish information on payment practices and performance relating to business-to-business contracts.

299. Company's liability in tort for agent's acts.

300. Company's liability for misrepresentation.

301. Defamation at company meetings etc.

302. Defamation in published reports of proceedings or in published documents.

303. Torts committed against companies.

304. Company's name in litigation.

305. Control of company's litigation.

306. Representative parties.

307. When representative claim may be brought.

308. Procedure for making claims and applications to court under companies legislation.

309. Practice relating to claims and applications to court under companies legislation.

310. Disclosure of documents to or by company.

311. Security for costs in company claims.

312. Non-party costs orders against directors.

313. Enforcement of judgments and orders against company.

314. Potential criminal liability of a company.

315. Directing mind of company.

316. Liability for corporate manslaughter.

317. Criminal liability attaching to officers of a company.

318. Criminal liability of officer in default under the Companies Acts.

319. Punishment for fraudulent trading.

320. Liability for bribery or for failure to prevent bribery.

320A. Attributing criminal liability for economic crimes to certain bodies

321. Company's power to hold land.

322. Company's power to hold personalty.

323. Joint ownership by company.

324. Company's power to sell property.

325. Who are members of a company.

326. Subscribers' liability for shares.

327. Shareholders not debarred from damages.

328. Service of notice on members of company.

329. Requirement for an agreement to become a member of a company.

330. Express contract to take shares.

331. Implied contract to take shares.

332. Agent's contract to take shares.

333. Contract by company to take shares.

334. Effect of minor's agreement to take or transfer shares.

335. Enforcement of contract for shares.

336. General rule against company acquiring own shares.

337. Membership of holding company.

338. Requirement for register of members.

339. Statement in register that private company has only one member.

340. Entries and amendments to be made where there are share warrants.

341. Registration requirements where company holds own shares as treasury shares.

342. Index of names of members.

343. Entries to be made in registers regarding uncertificated securities.

344. Index of names of members regarding uncertificated securities.

345. How far entry on register necessary for membership.

346. Trusts and equitable interests not to be entered on register of members.

347. Stop notice and charging order.

348. Register of members as evidence.

349. Effect of entries on registers relating to uncertificated securities.

350. Custody of register and index.

351. Location of issuer register of members and records of uncertificated shares.

352. Inspection of register of members and index.

352A. Power to make regulations protecting individual membership information.

353. Copies of register of members.

354. Application to court for rectification of company's register.

355. General jurisdiction to rectify company's register of members.

356. Procedure on application to court for rectification of register of members.

357. Rectification of register of members after winding up.

358. Order for rectification of register of members.

359. Rectification of register of members by directors.

360. Rectification of issuer and operator register of securities.

361. Overseas branch register of members.

362. How the overseas branch register is kept.

363. Transfers of shares registered in overseas branch register.

364. Ceasing to keep overseas branch register.

365. Option for private companies to keep members' information on central register; power to extend option to public companies.

366. Right to make an election that members' information be kept on central register.

367. Continuing obligation to keep historic register of members after election is made.

368. Duty to notify registrar of companies of changes to membership information.

369. Court's power to order company to remedy default or delay with regard to membership information.

370. Time limits for claims arising from delivery to registrar of company of membership information.

371. Central register to be evidence of certain matters concerning membership.

372. Company's obligation to confirm state of central register upon request.

373. Withdrawal of an election to keep membership information on central register.

374. Liability of members of company: in general.

375. Liability of members of unlimited company.

376. Liability of members where company is limited by guarantee.

377. Liability of members where company is limited by shares.

378. Liability of persons whose shares have been redeemed or purchased by company.

379. Effect of alterations of articles as to members' liability.

380. Rights of members of company generally.

381. Statutory rights of individual members of company.

382. Statutory rights of members collectively.

383. Members' rights under company's constitution.

384. Members' rights under the general law.

385. Member cannot recover reflective loss.

386. Provisions of articles as to enjoyment and exercise of members' rights by nominated person.

387. Information rights enjoyed by person nominated by member of traded company.

388. Termination or suspension of nomination to enjoy information rights.

389. Exercise of members' rights where shares held on behalf of others.

390. Power to require information to be provided regarding exercise of voting rights by institutional investors.

391. Cessation of membership of a company.

392. Bankruptcy or insolvency of company member.

393. Share certificates as evidence of title.

394. Prohibition on issue of new share warrants; effect of existing share warrants.

395. Issue of certificates on the allotment of shares.

396. Enforcement of issue of certificate of shares allotted.

397. Split certificates in respect of shareholding.

398. 'Clean' share certificates.

399. Estoppel in relation to share certificates.

400. Note on share certificate.

401. Contract to sell shares.

402. Vendor's obligation under a contract for the sale of shares.

403. Purchaser's obligation under a contract for the sale of shares.

404. Restrictions on transfer of shares.

405. Exercise of power to refuse registration of transfer of shares.

406. Provisions for compulsory transfer of shares.

407. Transfer of shares where individual shareholding limited.

408. Transfer of shares by a member indebted to the company.

409. Transfer of shares when company becomes insolvent.

410. Persons who may transfer shares.

411. Necessity for proper instrument of transfer of shares.

412. Procedure on transfer of shares being lodged.

413. Simplified form of transfer for fully paid-up registered securities.

414. Transfer of securities in blank.

415. Non-execution by transferee.

416. Position before registration of transfer of shares.

417. Production of share certificate.

418. Certification of transfers of shares.

419. Issue of certificates on transfer of shares.

420. Enforcement of issue of certificate on transfer.

421. Transferor's liability after registration of transfer of shares.

422. Stamp duty reserve tax in respect of agreements to transfer securities.

423. Issue of certificates etc on allotment of debentures.

424. Enforcement of issue of certificate.

425. Transfer of debentures by delivery.

426. Transfer of debentures by instrument.

427. Necessity for proper instrument of transfer of debentures.

428. Procedure on transfer of debentures being lodged.

429. Transfer of debenture by way of mortgage.

430. Certification of instrument of transfer of debentures.

431. Issue of certificates etc on transfer of debentures.

432. Enforcement of issue of certificate on transfer of debentures.

433. Provision to allow securities to be evidenced without certificate and transferred without written instrument.

434. Uncertificated shares.

435. Conversion of uncertificated securities into certificated form.

436. Conversion of certificated securities into uncertificated form.

437. New issues in uncertificated form.

438. Transfer and registration of uncertificated securities.

439. Registration by an operator of transfers of uncertificated securities.

440. Registration of transfers of uncertificated securities to be held in certificated form.

441. Registration of linked transfers of uncertificated securities.

442. Transferor retains title until transferee entered as holder on issuer register of securities.

443. Computerised transfer of certain government and public authority securities.

444. Forged transfers of shares.

445. Forged transfers of debentures.

446. Compensation for loss under forged transfers of shares etc.

447. Transmission of securities on death etc.

448. Interaction between the Companies Act 2006 and rules made under the Financial Services and Markets Act 2000.

449. Information about interests in public company shares.

450. Secretary of State's power to make further provision about disclosure of interests.

451. Determining whether a person has a disclosable interest.

452. Family and corporate interests in public company shares.

453. Agreement to acquire interests in a particular public company.

454. Extent of obligation in case of share acquisition agreement.

455. Notice by company requiring information about interests.

456. Persons exempted from obligation to comply with notice by company.

457. Failure to comply with notice requiring information about interests: offences.

458. Failure to comply with notice requiring information about interests: imposing restrictions on shares.

459. Effect of court order imposing restrictions on shares.

460. Penalty for attempted evasion of restrictions on shares imposed by court order.

461. Relaxation and removal of restrictions on shares imposed by court order.

462. Order for sale of shares subject to restrictions.

463. Power of members to require company to act by giving notice requiring information about interests.

464. Report by company to members on outcome of investigation.

465. Register of interests disclosed following notice requiring information.

466. Rights to inspect and require copy of entries.

467. Entries not to be removed from the register of interests disclosed or adjusted except in accordance with statute.

468. Outline of the PSC provisions.

469. Persons with, or having, 'significant control' over a company; registrable and non-registrable persons and legal entities.

470. Company's duty to investigate and obtain information about people with significant control.

471. Required particulars of registrable person and registrable relevant legal entity.

471A. Company's duty to notify the registrar about changes in the required particulars.

472. Company's duty to keep information on PSC register up to date.

473. Duty on others to supply and update information about people with significant control.

474. Enforcement of disclosure requirements regarding people with significant control: in general.

475. Company's power to serve restrictions notice for a person's failure to comply.

476. Protection of third party rights after issue of restrictions notice.

477. Offences for contravention of restrictions imposed by virtue of a restrictions notice.

478. Relaxation of restrictions in restrictions notice.

479. Court orders for sale of relevant interest subject to restrictions.

480. Withdrawal of restrictions notice.

481. Exemption from PSC information and registration requirements.

482. Duties to keep PSC register and to keep it available for inspection.

483. Rights to inspect and require copies of PSC register and company's response to request to exercise those rights.

484. Removal of entries from the PSC register.

485. Power of court to rectify company's PSC register.

486. Rules allowing companies to keep information about persons with significant control (PSC) on the central register: in general.

487. Right to make an election to keep information about persons with significant control (PSC) on the central register.

488. Date and effect of election to keep information about persons with significant control (PSC) on the central register.

489. Duty to notify registrar of changes to information about persons with significant control.

490. Information as to state of central register.

491. Court's power to order company to remedy default or delay relating to information on central register about persons with significant control.

492. Withdrawing the election to keep information about persons with significant control on the central register.

493. Protection of information as to usual residential address of person with significant control: in general.

494. Power to make regulations protecting relevant PSC particulars.

495. Permitted disclosure of usual residential address information by the registrar to specified public authorities.

496. Permitted disclosure of usual residential address information by the registrar to a credit reference agency.

497. Circumstances in which the registrar must refrain from disclosure of usual residential address information to a credit reference agency.

498. Application by an individual requiring the registrar to refrain from disclosing that individual's usual residential address information to a credit reference agency.

499. Application by a company requiring the registrar to refrain from disclosing an individual's usual residential address information to a credit reference agency.

500. Application by a subscriber requiring the registrar to refrain from disclosing an individual's usual residential address information to a credit reference agency.

501. Duration of a determination following a successful application to restrain the disclosure of residential information to a credit reference agency.

502. Revocation of a determination following a successful application to restrain the disclosure of residential information to a credit reference agency.

503. Appealing against a determination that an application to refrain from disclosure of usual residential address information to a credit reference agency has been unsuccessful.

504. Circumstances where the registrar must omit secured information from material on the register available for public inspection.

505. Circumstances where the registrar must not use or disclose secured information.

506. Application by an individual requiring the registrar to refrain from using or disclosing that individual's secured information.

507. Application by a company requiring the registrar to refrain from using or disclosing an individual's secured information.

508. Application by a subscriber to a memorandum of association requiring the registrar to refrain from using or disclosing an individual's secured information.

509. Duration of successful determination not to use or disclose secured information.

510. Revocation of determination not to use or disclose secured information.

511. Action by the registrar after an unsuccessful determination of an application requiring him to refrain from using or disclosing an individual's secured information.

512. Appealing against a determination that an application for the non-use or non-disclosure of secured information has been unsuccessful.

513. Protection by a company of secured information.

514. Meaning of 'director' under the Companies Acts.

515. Meaning of 'shadow director' under the Companies Acts.

516. Nominee directors.

517. Meaning of references to persons 'connected' with director or director 'connected' with person.

518. Meaning of references to director 'connected' with or 'controlling' body corporate.

519. Requirement of directors.

520. Appointment of first directors.

521. Procedure for subsequent appointments of directors.

522. Defect in appointment of person acting as director.

523. Casual vacancies for directors.

524. Additional directors.

525. Alternate directors.

526. Continuing directors after expiry of term.

527. Current requirement for at least one director to be a natural person.

528. Prospective requirement for each director to be a natural person.

529. Direction requiring company to appoint director who is a natural person.

530. Minimum age requirement for director.

531. Restriction on undischarged bankrupt etc acting as director.

532. Restrictions on persons [disqualified under the directors disqualification legislation]: in general.

533. Whether a share qualification is required.

534. Liability for qualification shares.

535. Qualification shares held as trustee etc.

536. Shares as condition precedent to holding office.

537. The register of directors.

538. The register of directors' residential addresses.

539. Protection from disclosure of information about director's residential address: meaning of 'protected information'.

540. Restrictions on use or disclosure of protected information about directors.

541. Permitted disclosure of protected information about directors by the registrar.

542. Permitted disclosure by registrar to specified public authorities of protected information about directors.

543. Permitted disclosure by registrar to credit reference agencies.

544. Application by individual to withhold protected information relating to a director.

545. Application by company to withhold protected information relating to its directors.

546. Application on behalf of proposed directors by subscriber to memorandum of association to withhold protected information.

547. Duration of successful decision to withhold protected information about directors.

548. Revocation of decision to withhold protected information about directors.

549. Appeal against decision that application to withhold protected information about directors has been unsuccessful.

550. Disclosure of protected information about directors under court order.

551. Circumstances in which registrar may put director's address on the public record.

552. Company's duty to notify registrar of changes relating to directors or particulars.

552A. Company's duty to notify registrar of changes in the required information about a director.

553. Right to make an election to keep information about directors on the central register.

554. Effect of election to keep directors' information on central register on statutory obligations regarding registers of directors and of directors' residential addresses.

555. Duty to notify registrar of changes in directors' information during period when election to keep such information on central register is in force.

556. Withdrawing the election to keep directors' information on the central register.

557. Provision in articles as to termination of a director's appointment etc.

558. Resignation of director.

559. Removal from office; director's right to protest.

560. Whether directors have right to remuneration.

561. How company directors' remuneration may be fixed.

562. How director's remuneration is payable.

563. Proof of directors' remuneration in winding up; execution.

564. Special remuneration and expenses of directors; director's pension.

565. Particulars of directors' remuneration to be given in accounts, reports etc.

566. Directors' long-term service contracts.

567. Duty to keep directors' service contracts available for inspection.

568. Members' right to inspect and request copy of directors' service contracts.

569. Decision-making by directors.

570. Meetings of directors.

571. Quorum for directors' meetings.

572. Records of directors' decisions.

573. Invalidity of director's appointment and irregularity.

574. Scope and nature of directors' general duties.

575. Application and effect of directors' general duties.

576. Directors' duties are generally owed to the company.

577. Powers of directors to manage the business.

578. Directors' right of indemnity for expenditure incurred.

579. Delegation of directors' powers.

580. Position of managing directors.

581. Directors' position as trustees of the company's property.

582. Directors' duty to act within powers.

583. Directors' duty to act in accordance with constitution.

584. Acts beyond the directors' authority.

585. Directors' duty to exercise company's powers for purpose conferred.

586. Directors' duty to promote the success of the company.

587. Director's duty modified to consider or act in creditors' interests when creditors' money is at risk.

588. Directors' power to provide for employees on cessation or transfer of business.

589. Director's duty to exercise independent judgment.

590. Director's duty to exercise reasonable care, skill and diligence.

591. Directors' obligation to acquire knowledge and understanding and to exercise supervision.

592. Director's duty to avoid conflicts of interest.

593. Authorisation by directors regarding potential conflicts of interest.

594. Authorisation of conflicts by the articles.

595. Director's duty not to accept benefits from third parties.

596. Bribes received by a director.

597. Director's duty to declare interest in proposed transaction or arrangement with the company.

598. Director's failure to make the required declaration of interest.

599. Effect of director's failure to disclose interest in proposed transaction on sales to the company.

600. Provision in articles for vacation of position where director interested in contract.

601. Civil consequences of breach of directors' general duties.

602. Directors' duty to declare interest in existing transaction or arrangement.

603. Transactions with directors requiring members' approval: in general.

604. Interaction of provisions governing transactions requiring members' approval with directors' general duties.

605. Members' approval required for directors' service contracts with term longer than two years.

606. Remuneration payments made to directors of quoted companies and unquoted traded companies.

607. Civil consequences of remuneration payments made without approval.

608. Requirement of members' approval for substantial property transactions with directors.

609. Exceptions to requirement for approval of substantial property transactions with directors.

610. Civil consequences of contravening restrictions on substantial property transactions with directors.

611. Effect of substantial property transaction or arrangement with director being subsequently affirmed.

612. Requirement of members' approval for loans and guarantees etc to directors.

613. Requirement of members' approval for quasi-loans to directors.

614. Requirement of members' approval for loans and quasi-loans to persons connected with director.

615. Requirement of members' approval for credit transactions for benefit of directors.

616. Requirement of members' approval for related arrangements involving directors.

617. Exceptions to requirement for approval of loans, quasi-loans and credit transactions.

618. Exceptions to requirement for approval applicable to loans and quasi-loans to directors but not to credit transactions for their benefit.

619. Exceptions to requirement for approval applicable to credit transactions for the benefit of directors but not to loans and quasi-loans to them.

620. Civil consequences for breach of prohibition on loans etc to directors.

621. Effect of transaction or arrangement being subsequently affirmed.

622. Meaning of 'payment for loss of office' in relation to directors.

623. Requirement of members' approval for payment by company for loss of office.

624. Requirement of members' approval for payment for loss of office on a transfer of undertaking or property.

625. Requirement of shareholders' approval for payment for loss of office in connection with share transfer.

626. Exceptions to requirement for approval for payment for loss of office.

627. Civil consequences of payments for loss of office made without required approval.

628. Restrictions relating to payments for loss of office to directors of quoted companies and unquoted traded companies.

629. Payments to director of quoted company and unquoted traded company treated as payments for loss of office.

630. Civil consequences of payments for loss of office made without approval.

631. Contracts with a sole member who is also a director.

632. Directors' liability to company.

633. Breach of trust by directors.

634. Liability of persons sharing in breach of trust by directors.

635. Directors' liability for breach of duty in tort.

636. Directors' liability for false statements etc in offer documents etc.

637. Directors' liability to creditors.

638. Termination of directors' liability.

639. Directors' right to contribution.

640. Ratification of acts giving rise to liability.

641. Avoidance of exemptions from directors' liability.

642. Exception for provision of insurance against directors' liability.

643. Exception for provision of qualifying indemnities.

644. Required disclosure in directors' report of qualifying indemnity provision.

645. Copy of qualifying indemnity provision must be available for inspection.

646. Members' right to inspect and request copy of qualifying indemnity provision.

647. Power of court to give relief against liability of directors etc.

648. Statutory basis for bringing derivative claims.

649. Procedure for starting a statutory derivative claim.

650. Application to court for permission to continue statutory derivative claim.

651. Application for permission to continue company claim as a statutory derivative claim.

652. Whether permission to continue a statutory derivative claim, or to continue a company claim as a statutory derivative claim, may be given.

653. Application for permission to continue statutory derivative claim brought by another member.

654. Liability for costs in derivative claims.

655. Relationship between the statutory derivative claim and substantive common law principles.

656. Acts which may not be made binding by simple majority of members.

657. Acts which may be made binding by simple majority of members.

658. Effect of liquidation on bringing derivative claim.

659. Petition by company members and others in respect of unfair prejudice.

660. Petitions by the Secretary of State for a court order to protect members against unfair prejudice.

661. Conduct of the company's affairs in an unfairly prejudicial manner.

662. Conduct unfairly prejudicial to the interests of the members.

663. Types of unfairly prejudicial conduct.

664. Conduct of petitioner seeking protection against unfair prejudice.

665. Procedure on petition for protection against unfair prejudice.

666. Respondents to the petition for relief against unfair prejudice.

667. Costs on petition for relief against unfair prejudice.

668. Powers of court on petition for relief against unfair prejudice: in general.

669. Orders for purchase of shares.

670. Relationship between remedies available under unfair prejudice provisions and other remedies.

671. Requirement for company to have secretary.

672. Direction requiring public company to appoint secretary.

673. Qualifications required of secretaries of public companies.

674. Nature of employment of company secretary.

675. Company's duty to keep register of secretaries and particulars to be registered.

676. Duty to notify registrar of changes relating to company's secretaries.

676A. Company's duty to notify registrar of changes in the required information about the secretary or one of the joint secretaries.

677. Right to make an election to keep information about secretaries on the central register.

678. Effect of election to keep secretaries' information on central register on statutory obligations regarding register of secretaries.

679. Duty to notify registrar of changes in secretaries' information during period when election to keep such information on central register is in force.

680. Withdrawing the election to keep secretaries' information on the central register.

681. Officers of the company.

682. Remuneration of company officers and lien.

683. Liability of managers etc to misfeasance proceedings; and relief.

684. Manager's liability to company.

685. Position of company's solicitor.

686. General requirements of the Companies Act 2006 with regard to company resolutions.

687. Ordinary resolutions.

688. Special resolutions.

689. Extraordinary resolutions.

690. Registration of copies of certain resolutions and agreements.

691. Manner of passing resolutions.

692. Criteria for resolutions validly passed at general meetings.

693. Chairman's declaration that resolution is carried on a show of hands.

694. Special notice of certain resolutions.

695. Valid and invalid resolutions passed together.

696. Amendments to resolutions.

697. Meaning of 'written resolution' and general provisions.

698. Circulation of written resolutions proposed by directors.

699. Members' power to require circulation of written resolution and accompanying statement.

700. Application by company or aggrieved person not to circulate members' statement.

701. Procedure for signifying agreement to written resolution; period before lapse.

702. Written resolutions: auditor's entitlement to receive communications etc.

703. General meetings and annual general meetings.

704. Requirement to hold annual general meeting.

705. Application of general provisions to class meetings.

706. Meetings convened by notice.

707. Period of notice required for general meeting of traded company.

708. Manner in which notice of general meeting may be given.

709. Persons entitled to notice of general meeting.

710. Contents of notice of general meeting.

711. General meetings: auditor's entitlement to receive communications etc.

712. Accidental failure to give notice of meeting.

713. Power of court to order meeting.

714. Directors' power to call general meetings.

715. Members' power to require directors to call general meeting.

716. Power of company members to require circulation of statement before general meeting.

717. Power of public company members to require circulation of resolution before AGM.

718. Power of traded company members to include additional business in AGM.

719. Provision in articles for attendance and speaking at general meeting.

720. Quorum at meeting.

721. Whether one person can constitute a meeting.

722. Chairman of general meeting.

723. Casting vote of chairman at general meeting.

724. Adjournment of meeting.

725. Questions at general meetings of traded company.

726. Exercise of voting rights generally.

727. Voting on a resolution.

728. Voting on a show of hands.

729. Right to demand a poll.

730. Voting on poll.

731. Members' power to demand independent report on poll.

732. Appointment of independent assessor to make report on poll.

733. Rights of independent assessor.

734. Content and publication of independent report on poll.

735. Representation of corporations at meetings.

736. Appointment of proxy to exercise rights at a meeting.

737. Company-sponsored invitations to appoint proxies.

738. Notice required of appointment of proxy etc.

739. Notice required of termination of proxy's authority.

740. Decisions reached without meetings.

741. Recording of decisions by the sole member.

742. Records of resolutions, meetings of the company etc.

743. Inspection of records of resolutions and meetings.

744. Privilege for published reports of meetings.

745. Service of documents on a company.

746. Service of documents on directors, secretaries and others.

747. Requirements relating to service addresses.

748. Form of company records.

749. Duty to take precautions against falsification of company records.

750. Inspection of company records.

751. Application of the company communications provisions.

752. Sending or supplying documents or information to a company in hard copy form.

753. Sending or supplying documents or information to a company in electronic form.

754. Sending or supplying documents or information to a company in agreed form.

755. Documents or information sent or supplied by a company in hard copy form.

756. Documents or information sent or supplied by a company in electronic form.

757. Documents or information communicated by a company via website.

758. Documents or information sent or supplied by a company in agreed form.

759. Documents or information sent or supplied by a company to joint holders of shares or debentures.

760. Documents or information sent or supplied by a company on death or bankruptcy of holder of shares.

761. Deemed delivery of documents and information.

762. Donations and expenditure to which the statutory restrictions apply.

763. Authorisation required for donations or expenditure.

764. Liability of directors in case of unauthorised donation or expenditure.

765. Enforcement of directors' liabilities in respect of unauthorised political donations and political expenditure by shareholder action.

766. Exemptions from control of political donations and expenditure.

767. Meaning of 'share' and 'capital'.

768. Authorised minimum share capital of public companies.

769. Nominal value of shares.

770. Meaning of references to 'issued' and 'allotted' shares and capital.

771. Former requirement for authorised capital.

772. Meaning of 'equity share capital'.

773. Meanings of 'called up', 'paid up' etc share capital.

774. Payment of interest on advances of capital.

775. Numbering of shares.

776. Alterations to capital.

777. Redeemable shares.

778. Bonus shares.

779. Duty of directors on serious loss of capital.

780. Personal property and transferability of shares.

781. Contracts to take shares.

782. Classes of share.

783. Meaning of 'shares of one class'.

784. Preference shares.

785. Variation of class rights in companies having a share capital.

786. Rights to object to variation: companies having a share capital.

787. Variation of class rights in companies without share capital.

788. Rights to object to variation: companies not having share capital.

789. Notice of new name or variation of class rights: companies having a share capital.

790. Notice of newly created class or rights or their variation: companies without share capital.

791. Prohibition on public offers by private companies.

792. Offers to the public of transferable securities.

793. Admission to trading on regulated market.

794. Admission to listing.

795. Statutory compensation for false and misleading statements etc in listing particulars, prospectus etc.

796. Grounds for claim for rescission.

797. Misrepresentation inducing person to subscribe for shares must be of fact.

798. Materiality of statements inducing person to subscribe for shares.

799. Loss of shareholder's right to rescind.

800. Whether sub-underwriter may obtain rescission of contract to take shares.

801. Compromise by surrender of shares.

802. Restraining forfeiture of shares.

803. Joinder of other claims to claim for rescission.

804. Rectifying register on ground of misrepresentation.

805. Defence to proceedings for calls or specific performance.

806. Who may be sued in claim for deceit.

807. Grounds for claim of deceit.

808. Fraud must be proved in claim for deceit.

809. False statement must be inducement to subscribe for shares.

810. Director's liability for misstatements etc of others.

811. Proceedings in claims for deceit; and damages.

812. Damages for negligent misrepresentation or negligent misstatement.

813. Application for, and allotment of, shares.

814. Conditional offer of allotment of shares.

815. Allotment of shares and its effect.

816. Statutory meanings of 'allotted share capital', 'allotted' and 'allotted for cash'.

817. Issued shares and share capital.

818. Restriction on powers of private company to allot shares.

819. Power of directors to allot: private company with only one class of shares.

820. Power of directors to allot shares: in general.

821. Authorisation granted to directors to allot shares.

822. No allotment where issue by public company not fully subscribed.

823. Existing shareholders' right of pre-emption.

824. Exceptions to right of pre-emption.

825. Exclusion of rights of pre-emption.

826. Disapplication of pre-emption rights: sale of treasury shares.

827. Disapplication of pre-emption rights: private company with only one class of share.

828. Disapplication of pre-emption rights where directors are authorised to allot.

829. Communication of pre-emption offers to shareholders.

830. Consequences of contravention of pre-emption provisions.

831. Saving for pre-emption requirements operative under the Companies Act 1985.

832. Saving for other restrictions as to offers.

833. Return of allotments to registrar of companies.

834. Payment in cash for purposes of provisions requiring return of allotments.

835. Power of court to extend time to make return of allotment.

836. Prohibition on allotment of shares at a discount.

837. Different amounts may be paid on shares.

838. General rule as to means of payment for shares.

839. Shares taken by subscribers of memorandum of public company.

840. Restriction on payment for shares in public company by undertaking to do work etc.

841. Shares in public company to be allotted as at least one-quarter paid up.

842. Restriction on payment for shares in public company by long term undertaking.

843. Liability of subsequent holders of shares allotted.

844. Relief in respect of certain liabilities.

845. Non-cash consideration for shares to be valued before allotment.

846. Exceptions to requirement for non-cash consideration for shares to be valued before allotment.

847. Making of valuation and report on non-cash consideration for shares.

848. Contents of valuer's report on non-cash consideration for shares.

849. Copy of valuer's report on non-cash consideration for shares to be delivered to registrar.

850. Transfer to public company of non-cash asset in initial period.

851. Making of valuation and report on non-cash asset transferred in initial period.

852. Contents of valuer's report regarding transfer of non-cash asset.

853. Copy of resolution approving transfer of non-cash asset to be delivered to registrar.

854. Effect of agreements contravening requirements on transfer of non-cash assets.

855. Liability of subsequent holders of shares.

856. Relief in respect of certain liabilities.

857. Meaning of 'call'.

858. Provision for differences in payment of calls.

859. Manner of making calls.

860. Conditions as to making calls.

861. Discretion as to making calls.

862. Notice of call.

863. Calls on directors' shares.

864. Set-off against calls.

865. Interest on calls.

866. Calls on transferred or forfeited shares.

867. Recovery of calls.

868. Liability of joint holders of shares.

869. Effect of bankruptcy in respect of shares not fully paid up.

870. Effect of shareholder's death on liability in respect of shares not fully paid up.

871. Share premium account and its application.

872. Relief in respect of group reconstructions.

873. Merger relief.

874. Relief may be reflected in company's balance sheet.

875. General prohibition on commissions etc.

876. Permitted commissions etc.

877. Option to take shares at par.

878. Commission or discount on reconstruction.

879. Commission to allot at discount.

880. Underwriting agreements.

881. Sub-underwriting.

882. Brokerage.

883. The power to alter share capital.

884. Power to increase capital: power to allot shares.

885. Power to consolidate share capital.

886. Power to sub-divide share capital.

887. Stock: in general.

888. Power of reconversion.

889. Notice to registrar of reconversion of stock into shares.

890. Redenomination and calculation of new nominal values.

891. Effect of redenomination.

892. Notice to registrar of redenomination.

893. Reduction of capital in connection with redenomination.

894. Notice to registrar of reduction of capital in connection with redenomination.

895. Redenomination reserve.

896. Circumstances in which a company may reduce share capital.

897. Forms of reduction of share capital.

898. Reduction when company is winding up.

899. Reserve or returned capital.

900. Return of capital by unlimited companies.

901. Reduction of capital supported by solvency statement.

902. Registration of resolution for reducing share capital and supporting documents.

903. Procedure for reduction of capital by court order.

904. Confirmation of reduction of capital by the court.

905. Reduction of capital where shares of different classes.

906. Proving loss of capital.

907. Reductions of capital which the court will not confirm.

908. Return of capital.

909. Reduction and variation of class rights.

910. Power to reduce capital may be restricted or prohibited in articles.

911. Where creditors may object to reduction of capital.

912. Settling list of creditors entitled to object to reduction of capital.

913. Liability to creditor omitted from list of creditors entitled to object to reduction of capital.

914. Offences in connection with list of creditors entitled to object to reduction of capital.

915. Order confirming reduction of capital.

916. Registration of order and statement of capital.

917. Public company reducing capital below authorised minimum.

918. Liability of members following reduction of capital.

919. Treatment of reserve arising from reduction of capital.

920. General rule against limited company acquiring its own shares.

921. Exceptions to general rule against limited company acquiring its own shares.

922. Treatment of shares held by company's nominee.

923. Treatment of shares held by or for public company.

924. Interests to be disregarded in determining whether company has beneficial interest.

925. Notice of cancellation of shares.

926. Re-registration of company in consequence of cancellation of shares.

927. Offence in case of failure to cancel shares or re-register.

928. Transfer to reserve on acquisition of shares by public company or nominee.

929. Company's lien on shares: in general.

930. Extent of company's lien on shares.

931. Priority of company's lien on shares.

932. Loss or discharge of company's lien on shares.

933. Provision made in articles for enforcement of company's lien on shares.

934. Charges of public companies on own shares.

935. Security given on shares by way of mortgage.

936. Power of forfeiture given by articles.

937. Extent of power to forfeit shares.

938. Exercise of power of forfeiture.

939. Observance of conditions as to forfeiture.

940. Liability for calls made before forfeiture.

941. Reinstatement of former shareholder after forfeiture.

942. Re-allotting forfeited shares.

943. Surrender of shares in case of company limited by shares.

944. Surrender of shares in case of unlimited company.

945. Limits on company's power to deal with its assets.

946. Meaning of 'financial assistance' for acquisition of own shares.

947. Assistance for acquisition of shares in public company.

948. Assistance by public company for acquisition of shares in its private holding company.

949. Prohibited financial assistance is an offence.

950. Unconditional exceptions from prohibition against providing financial assistance.

951. Conditional exceptions from prohibition against providing financial assistance.

952. Power to issue redeemable shares.

953. Terms and manner of redemption of shares.

954. Financing etc of redemption of shares.

955. Redeemed shares treated as cancelled.

956. Notice to registrar of redemption of shares.

957. Power of company to purchase own shares.

958. Financing of purchase of own shares.

959. Transfers to capital redemption reserve.

960. Authority for off-market purchase of own shares.

961. Authority for market purchase of own shares.

962. Treatment of shares purchased.

963. Contracts for purchase of own shares to be available for inspection.

964. Return to registrar of purchase of own shares.

965. Effect of company's failure to redeem or purchase shares.

966. General power to make further provision by regulations as to acquisition of own shares.

967. Power of private companies to redeem or purchase own shares out of capital.

968. Financing redemption or purchase of own shares out of capital.

969. Requirements for payment out of capital for redemption or purchase of own shares: in general.

970. Requirements for payment out of capital for purchase of own shares: employees' share schemes.

971. Objections by company's members or creditors to payment out of capital for redemption or purchase of own shares.

972. Powers of court on application to cancel a resolution approving a payment out of capital for redemption or purchase of own shares.

973. Treasury shares: in general.

974. Disclosure by company of disposal of treasury shares.

975. Disclosure by company of cancellation of treasury shares.

976. Treatment of proceeds from sale of treasury shares.

977. Offences in relation to treasury shares.

978. Company's capacity to borrow.

979. Borrowing when directors' powers limited.

980. Security given by directors.

981. Loan by directors or promoters.

982. Borrowing by two companies jointly.

983. Examples of borrowing by a company.

984. Condition precedent to borrowing by a company.

985. Public company trading certificate: when borrowing powers commence.

986. Assignment of security: assignee's position.

987. Charge on company's uncalled capital.

988. Enforcing mortgage of company's uncalled capital.

989. Charge on after-acquired property of company.

990. Charge on company's books, registers etc.

991. Meanings of 'fixed charge' and 'floating charge'.

992. Charges on book debts.

993. Effect of floating charge.

994. Restrictions on operation of floating charge.

995. When floating charge becomes fixed: crystallisation.

996. Effect of floating charge becoming fixed.

997. Effect of attachment of debts.

998. Date of creation of company charge.

999. Registration of charges created by a company.

1000. Registration of charge in series of debentures.

1001. Registration of charges existing on property or undertaking acquired.

1002. Particulars relating to a company charge to be delivered to the registrar of companies.

1003. Consequence of failure to deliver charges to the registrar of companies.

1004. Entries on the register with regard to company charges.

1005. Delivery of statement that company holding property or undertaking subject of charge as trustee.

1006. Rectification of register with regard to company charges.

1007. Replacement of instrument or debenture.

1008. Companies to keep copies of instruments creating and amending charges.

1009. Registration of enforcement of security.

1010. Entries of satisfaction and release with respect to a registered charge.

1011. Notification of addition to or amendment of company charge.

1012. Power to make provision for effect of registration in special register.

1013. Whether retention of title clauses require registration as a charge.

1014. Meaning of 'debenture'.

1015. Form of debenture.

1016. Unsecured notes.

1017. Trust deed securing payment of money owing on debentures.

1018. Right of holder to copy of trust deed securing debentures.

1019. Bearer and registered debentures.

1020. Perpetual debentures.

1021. Indorsed debenture conditions.

1022. Special clauses in debentures.

1023. Charging orders.

1024. Debenture stock.

1025. Interest on securities.

1026. Liability of trustees of debentures.

1027. Enforcement of contract to subscribe for debentures.

1028. Lender's position where company agrees to give a debenture.

1029. Issue of debentures.

1030. Registration of allotment of debentures.

1031. Offers of debentures for subscription or sale.

1032. Issue of debentures at a discount.

1033. Reissue of redeemed debentures.

1034. Priority of debentures.

1035. Priorities of debenture holders.

1036. Where register of debentures may be kept.

1037. Inspection of register of debentures.

1038. Liability incurred by company in relation to register of debentures.

1039. Debentures: freedom from equities.

1040. Clogging the equity of redemption in the case of debentures.

1041. Set-off in relation to debentures.

1042. Modification clause providing for meetings of debenture holders.

1043. Meetings of debenture holders.

1044. Arrangements and compromises affecting debenture holders.

1045. Time for redemption of debentures.

1046. Place of redemption of debentures; winding up.

1047. Debenture holder's remedies.

1048. Payment of preferential debts on assets subject to floating charge.

1049. Effect of moratoriums on property subject to security.

1050. Construction of references to receivers and managers in the Companies Acts and in the Insolvency Act 1986.

1051. Administrative receivers: in general.

1052. Power of floating charge holder to appoint administrator.

1053. Appointment of receiver or manager.

1054. Liability for invalid appointment of receiver or manager.

1055. Effect of appointment of receiver.

1056. Company's liability for rates and taxes following appointment of receiver.

1057. Notification of appointment or receiver or manager.

1058. Bodies corporate not to act as receiver.

1059. Bankrupt or person in respect of whom a debt relief order is made not to act as receiver or manager.

1060. Powers of receiver appointed out of court.

1061. Getting in uncalled capital after appointment of receiver or manager.

1062. Liability of trustees etc for receiver's acts.

1063. Liability of a receiver other than an administrative receiver.

1064. Receiver or manager may apply to court for directions.

1065. Filing receiver's accounts.

1066. Receiver's or manager's default in rendering accounts.

1067. Transfer of rights under insurance contracts where receiver or manager appointed.

1068. Change of status on making of order for winding up or on administration.

1069. Court's power to fix receiver's or manager's remuneration.

1070. Vacation of office by receiver or manager.

1071. Cross-border operation of receivership provisions.

1072. Enforcement of specific mortgage.

1073. Debenture holder's remedies on application to the court.

1074. Application for appointment of receiver.

1075. When a receiver will be appointed by the court.

1076. Appointment of receiver by the court.

1077. Receiver's security.

1078. Official receiver or liquidator as receiver.

1079. Receiver of land abroad.

1080. Receiver's statutory and other obligations.

1081. Receiver or manager's default in making returns etc.

1082. Status of receiver appointed by the court.

1083. Liability of receiver appointed by the court.

1084. Applications and proceedings by receiver appointed by court.

1085. When a receiver and manager will be appointed by the court.

1086. Effect on current contracts of appointment by court of receiver and manager.

1087. Prior lien securities.

1088. Receiver and manager's right of indemnity.

1089. Effect of possession for the purposes of the receivership.

1090. Administration order made on application to court.

1091. Effect of trust deed securing debentures or debenture stock.

1092. How foreclosure may be obtained.

1093. Sale of property charged by debentures.

1094. Meaning of 'distribution'.

1095. Restriction on distributions by company other than out of available profits.

1096. Continued application of rules of law restricting distributions.

1097. Saving for other restrictions on distributions by companies.

1098. Restriction on distribution of assets by public companies.

1099. Distributions by investment companies out of accumulated revenue profits.

1100. Distributions by insurance companies authorised under the Solvency II Regime.

1101. Distribution by company to be justified by reference to relevant accounts.

1102. Requirements where company's last annual accounts used to justify the distribution.

1103. Requirements where interim accounts used by a public company to justify a distribution.

1104. Requirements where initial accounts used by a public company to justify a distribution.

1105. Application to successive distributions etc of statutory provisions restricting distributions.

1106. Treatment in relevant accounts of realised losses and profits and revaluation of fixed assets.

1107. Treatment in accounts of realised profits and loss of long term insurance company business.

1108. Treatment in accounts of company's development costs.

1109. Saving for provision in articles operative before the commencement of the Companies Act 1980.

1110. Determining the amount of distributions in kind by a company.

1111. Consequences of unlawful distribution under statute.

1112. Consequences of unlawful distribution at common law.

1113. Liability of directors, auditors and shareholders where improper dividend is paid.

1114. Meaning of 'dividend'.

1115. Right to dividends.

1116. Provision for different amounts to be paid on shares.

1117. Guarantee of payment of dividends by vendor of business.

1118. Court's interference as to dividends.

1119. Discretion as to reserve fund reducing amount available for dividend.

1120. Declaration of dividends.

1121. Payment of dividends.

1122. Participation in dividend.

1123. Dividends on settled shares.

1124. Payment of dividends on preference shares.

1125. Treatment of unclaimed dividends.

1126. Dividends in specie and capitalisation of profits.

1127. Meaning of 'arrangement' and application of statutory provisions.

1128. Court order to hold meeting of creditors or members to agree to compromise or arrangement.

1129. Exclusion from meeting of creditors in respect of a moratorium debt etc.

1130. Creditors who may agree to compromise or arrangement.

1131. Class meetings for the purpose of agreeing to compromise or arrangement: class composition.

1132. Information to be made available for the purposes of the creditors' or members' meeting.

1133. Majorities required at creditors' or members' meetings to agree to compromise or arrangement.

1134. Court sanction for compromise or arrangement.

1135. Compromises or arrangements which may be sanctioned.

1136. Registration of order sanctioning compromise or arrangement.

1137. Provisions for facilitating reconstruction and amalgamation.

1138. Meanings of 'reconstruction' and 'amalgamation'.

1139. Making of order to facilitate reconstruction and amalgamation.

1140. Application of provisions that govern arrangements and reconstructions for companies in financial difficulty.

1141. Court order to hold meeting of creditors or members to agree to compromise or arrangement.

1142. Exclusion from meeting of creditors in respect of a moratorium debt etc.

1143. Information to be made available for the purposes of the creditors' or members' meeting.

1144. Court sanction for compromise or arrangement.

1145. Sanction for compromise or arrangement where one or more classes of dissent ('cross-class cram down provisions').

1146. Court's power to facilitate reconstruction and amalgamation where the scheme involves transfer to another company.

1147. Making of order to facilitate reconstruction and amalgamation.

1148. Registration of order sanctioning compromise or arrangement.

1149. Pension schemes.

1150. Sale of undertaking with a view to winding up.

1151. Sale in voluntary winding up.

1152. When power of sale in contemplation of winding up may be exercised.

1153. Agreement for sale in contemplation of winding up.

1154. Special resolution conferring authority on liquidator to accept compensation for a transfer otherwise than in cash.

1155. Time limit for acceptance of offer of shares to members of transferor company.

1156. Distribution of proceeds of sale in contemplation of winding up.

1157. Allotment to wrong person.

1158. Position of transferee company as against transferor company.

1159. Notice of dissent from arrangement to accept shares etc as consideration for sale.

1160. Arbitration as to amount payable to dissentient member.

1161. Dissentient member's rights.

1162. Application of Part 27 of the Companies Act 2006.

1163. Relationship of compromise or arrangement provisions to arrangements and reconstructions provisions.

1164. When scheme involves a merger.

1165. Draft terms to be drawn up and adopted by directors of merging companies.

1166. Approval of members of merging companies.

1167. Certain mergers by absorption: circumstances in which meetings of members of merging companies not required.

1168. Any merger by absorption: other circumstances in which meeting of members of transferee company not required.

1169. Power of court to summon meeting of members or creditors of existing transferee company.

1170. Directors of merging companies to publish explanatory report.

1171. Expert's report to be drawn up on behalf of merging companies.

1172. Circumstances where merging company must prepare supplementary accounting statement.

1173. Inspection and publication of documents relating to merger.

1174. Report on material changes of assets of merging companies.

1175. Approval of articles of transferee company where merger forms new company.

1176. Securities of transferor company to which special rights attached.

1177. Scheme of merger not to provide for allotment of shares to transferor company or transferee company.

1178. When scheme involves a division.

1179. Draft terms of scheme to be drawn up and adopted by directors of companies involved in division.

1180. Approval of members of companies involved in division.

1181. Circumstances in which meetings etc for approval of division not required.

1182. Power of court to summon meeting of members or creditors of existing transferee company.

1183. Power of court to exclude certain requirements with regard to a division.

1184. Directors' explanatory report regarding division.

1185. Expert's report to be drawn up on behalf of companies involved in division.

1186. Circumstances where company involved in division must prepare supplementary accounting statement.

1187. Inspection and publication of documents relating to division.

1188. Report on material changes of assets of transferor company involved in division.

1189. Approval of articles of transferee company where division forms new company.

1190. Protection of securities other than shares to which special rights attached.

1191. Scheme of division not to provide for allotment of shares to transferor company or transferee company.

1192. Date and consequences of compromise or arrangement.

1193. Liability of transferee companies for default of another.

1194. The Panel on Takeovers and Mergers and the City Code on Takeovers and Mergers.

1195. The implementation of the Takeovers Directive and the general principles.

1196. Power to extend provisions relating to the Takeover Panel to Isle of Man and Channel Islands.

1197. Panel's exemption from liability in damages.

1198. Panel as party to proceedings.

1199. Power for the Panel to require documents and information.

1200. Restrictions on disclosure of information provided to the Panel; penalty for contravention.

1201. Provision for the Panel to make rules.

1202. Rules governing hearings by the Panel's Hearings Committee and appeals against that committee's decision.

1203. Rules on fees etc payable to the Panel and provision which may be made for levy.

1204. Panel's power to give rulings on the interpretation, application or effect of rules.

1205. Panel's power to give directions.

1206. Sanctions for contravention of Panel's rules etc.

1207. Failure to comply with rules about bid documentation.

1208. Provision in Panel's rules regarding compensation to be paid for breach.

1209. Order by court to secure compliance with requirement imposed by rules.

1210. Civil consequences of contravening certain requirements imposed by Panel's rules.

1211. Panel's decisions subject to judicial review.

1212. Panel's duties: in general.

1213. Panel's duty to publish annual report.

1214. Panel's duty of co-operation with other authorities, bodies etc.

1215. Directors' obligations in the context of takeover bid or possible bid.

1216. Scope of the Takeovers and Mergers Code.

1217. Transactions to which the Takeovers and Mergers Code applies.

1218. General Principles of the Takeovers and Mergers Code.

1219. Breaches of the Takeovers and Mergers Code.

1220. References of certain transactions by the Competition and Markets Authority.

1221. Company's power to make opting-in and opting-out resolutions.

1222. Requirement to notify passing of opting-in or opting-out resolutions.

1223. Consequences of opting in to takeovers provisions.

1224. Power to extend takeovers provisions to Isle of Man and Channel Islands.

1225. Meaning of 'takeover offer' for purposes of squeeze-out and sell-out provisions.

1226. Meaning of 'associate' for purposes of squeeze-out and sell-out provisions.

1227. Shares excluded from those to which a takeover offer relates.

1228. Effect of impossibility etc of communicating or accepting takeover offer.

1229. Offeror's right to buy out minority shareholder.

1230. Effect of notice to buy out minority shareholder.

1231. Right of minority shareholder to be bought out by offeror.

1232. Effect of requirement by minority shareholder to be bought out.

1233. Applications to the court by shareholder affected by takeover or by offeror.

1234. Effect of 'squeeze-out' and 'sell-out' provisions in relation to joint offers.

1235. Registrar's power to strike defunct company off register.

1236. Striking off the register: companies in liquidation.

1237. Striking company off the register; dissolution.

1238. Service of communication or notice with regard to striking off.

1239. Registrar's power to strike company off register on application.

1240. Circumstances in which application for voluntary striking off is not to be made: company's activities.

1241. Circumstances in which application for voluntary striking off is not to be made: other proceedings not concluded.

1242. Duties in connection with making application for voluntary striking off.

1243. Circumstances in which application for voluntary striking off must be withdrawn.

1244. Striking the company off the register: dissolution.

1245. Company's property vesting as bona vacantia; Crown disclaimer.

1246. Application for administrative restoration of company to the register.

1247. Registrar's decision on application for administrative restoration of company to the register.

1248. Effect of administrative restoration of company to the register: in general.

1249. Administrative restoration to register of company with share warrants.

1250. Application to court for restoration of company to the register.

1251. When application to the court for restoration of company on the register may be made.

1252. Decision on application for restoration of company to register by the court.

1253. Effect of court order for restoration of company to the register.

1254. Restoration to register by court of company with share warrants.

1255. Company's name on restoration to register.

1256. Effect of restoration of company to the register where property has vested as bona vacantia.

1257. Meaning of 'daily default fine'.

1258. Consents required for certain prosecutions.

1259. Summary proceedings for offences under the Companies Acts.

1260. Criminal proceedings under the Companies Acts against unincorporated bodies.

1261. Production and inspection of documents where offence by company officer suspected.

1262. Saving for privileged communications in proceedings for an offence under the Companies Acts.

3. Company Accounts, Company Reports, and Audit

1263. General scheme of Part 15 of the Companies Act 2006 with regard to accounts and reports.

1264. Small companies and groups: qualification criteria.

1265. Companies and groups subject to micro-entity provisions.

1266. Medium-sized companies and groups: qualification criteria.

1267. Quoted and unquoted companies.

1268. General power to make further provision about accounts and reports.

1269. Supervision by prescribed body of periodic accounts and reports of issuers subject to Part 6 rules.

1270. Accounting standards.

1271. Secretary of State's functions relating to international accounting standards (IAS).

1272. Secretary of State's power to delegate functions relating to IAS.

1273. Grants to bodies concerned with accounting standards etc.

1274. Special provisions for banking and insurance companies.

1275. Special provisions for banking and insurance groups.

1276. Power to make provision for banking partnerships.

1277. Special provision where the company is an investment company.

1278. Preparation of accounts of qualifying partnerships.

1279. Preparation of accounts of limited liability partnerships.

1280. Duty of certain commercial organisations to prepare slavery and human trafficking statement for each financial year.

1281. Duty of UK undertakings in the extractive or primary logging industries to prepare reports on payments to governments.

1282. Duty to keep accounting records.

1283. Where and for how long accounting records are to be kept.

1284. Inspection of accounting records.

1285. Company's financial year.

1286. Company's accounting reference periods and accounting reference date.

1287. Alteration of company's accounting reference date.

1288. Company's accounts to give true and fair view.

1289. Interpretation of references to 'annual accounts', 'balance sheet' and 'profit and loss account'.

1290. Duty to prepare individual company accounts.

1291. Exemption for dormant subsidiaries from requirement to prepare individual company accounts.

1292. Applicable accounting framework for company's individual accounts.

1293. Statements required in IAS individual accounts.

1294. Overview of form and content of Companies Act individual accounts.

1295. Detailed requirements as to format and content required of Companies Act individual accounts.

1296. General rules relating to details of Companies Act individual accounts.

1297. Required balance sheet formats for Companies Act individual accounts of small companies.

1298. Required balance sheet formats for Companies Act individual accounts of large and medium-sized companies.

1299. Required profit and loss account formats for Companies Act individual accounts of small, large and medium-sized companies (including micro-entities).

1300. Treatment of individual profit and loss account where group accounts prepared.

1301. Disclosure of accounting policies.

1302. Accounting principles for Companies Act individual accounts.

1303. Accounting rules for Companies Act individual accounts.

1304. Notes to the accounts.

1305. Notes to the accounts which supplement balance sheet information.

1306. Notes to the accounts which supplement profit and loss account information.

1307. Additional notes to the accounts required of small companies.

1308. Additional notes to the accounts required of large and medium-sized companies.

1309. Information about post-balance sheet events.

1310. Information about transactions with related parties.

1311. Disclosures about related undertakings required in notes to accounts.

1312. Information about related undertakings to be given in notes to accounts.

1313. Information in the notes to the accounts about arrangements not reflected in the balance sheet.

1314. Information about employee numbers and costs to be disclosed in the notes to the accounts.

1315. Disclosures about directors' remuneration required in notes to accounts.

1316. Information about directors' remuneration to be given in notes to accounts.

1317. Disclosures about directors' advances, credit and guarantees required in notes to individual accounts.

1318. Disclosures in notes to accounts required about auditors' fees and services, etc.

1319. Disclosures in notes to accounts required about liability limitation agreement entered into with auditors.

1320. General duty to prepare group accounts.

1321. Subsidiary undertakings to be included in the consolidation unless excepted.

1322. Exemption for company included in UK group accounts of larger group.

1323. Exemption for company included in non-UK group accounts of larger group.

1324. Applicable accounting framework for group accounts.

1325. Consistency of financial reporting within group.

1326. Statements required in IAS group accounts.

1327. Required form and content of Companies Act group accounts.

1328. Detailed requirements as to format and content required of Companies Act group accounts.

1329. General rules for group accounts.

1330. General rules: acquisition and merger methods of accounting.

1331. General rules: proportional consolidation for joint ventures not otherwise included by full consolidation.

1332. General rules: treatment of associated undertakings and related party transactions.

1333. General rules about notes to the group accounts.

1334. Disclosure about related undertakings required in notes to accounts.

1335. Disclosures about related undertakings to be given in notes by small companies preparing group accounts.

1336. Disclosures about related undertakings to be given in notes by large and medium-sized companies preparing group accounts.

1337. Disclosures about related undertakings required of large or medium-sized companies not required to prepare group accounts.

1338. Information in the notes to the accounts about arrangements not reflected in the balance sheet.

1339. Information about employee numbers and costs.

1340. Information about directors' benefits to be given in the notes to the accounts: in general.

1341. Information about directors' remuneration to be given in notes to accounts.

1342. Information about directors' advances, credit and guarantees to be disclosed in the notes to the accounts.

1343. Disclosures in notes to accounts required about auditors' fees and services, etc.

1344. Disclosures in notes to accounts required about liability limitation agreement entered into with auditors.

1345. Approval and signing of company's annual accounts.

1346. Company's duty to prepare strategic report.

1347. Company's strategic report: small companies exemption.

1348. Contents of company's strategic report.

1349. Strategic report to contain section 172(1) statement.

1350. Strategic report to contain non-financial and sustainability information statement.

1351. Approval and signing of company's strategic report.

1352. Duty to prepare directors' report.

1353. Duty to prepare directors' report: exemption for micro-entities and limited exemption for small companies.

1354. Contents of directors' report generally.

1355. Directors' report to contain statement as to disclosure to auditors.

1356. Directors' report to contain information about political donations and expenditure.

1357. Disclosure in directors' report concerning employment etc of disabled persons.

1358. Disclosure required in directors' report by public company acquiring its own shares or a charge on them.

1359. Directors' report to contain information about company's use of financial instruments.

1360. Directors' report to contain information about miscellaneous items.

1361. Directors' report to contain information about employee engagement.

1362. Directors' report to contain information about engagement with suppliers, customers and others in a business relationship with the company.

1363. Disclosure in directors' report required of certain publicly-traded companies.

1364. Disclosures required in directors' report of quoted company concerning greenhouse gas emissions, energy consumption and energy efficiency action.

1365. Disclosures required in directors' report of unquoted company concerning greenhouse gas emissions, energy consumption and energy efficiency action.

1366. Directors' report to contain statement of corporate governance arrangements.

1367. Approval and signing of directors' report.

1368. Approval and signing of separate corporate governance statement.

1369. Offences: false statements by directors.

1370. Duty to prepare directors' remuneration report.

1371. Required contents of directors' remuneration report.

1372. Annual statement as to directors' remuneration.

1373. Information as to single total figure of remuneration for each director.

1374. Information about directors' pensions.

1375. Information about scheme interests awarded to directors during the financial year.

1376. Information about payments to past directors.

1377. Information about payments for loss of office.

1378. Statement of directors' shareholding and share interests.

1379. Performance graph and table.

1380. Percentage change in remuneration of director undertaking the role of chief executive officer.

1381. Information as to pay ratio.

1382. Information as to relative importance of spend on pay.

1383. Statement of implementation of remuneration policy in the following financial year.

1384. Information as to consideration by the directors of matters relating to directors' remuneration.

1385. Statement of voting at general meeting.

1386. Directors' remuneration policy: introductory provisions.

1387. Directors' remuneration policy: future policy table.

1388. Directors' remuneration policy: statement about approach to recruitment remuneration.

1389. Directors' remuneration policy: information about service contracts.

1390. Directors' remuneration policy: illustrations of application of the policy.

1391. Directors' remuneration policy: policy on payment for loss of office.

1392. Directors' remuneration policy: statement of consideration of employment conditions elsewhere in company.

1393. Directors' remuneration policy: statement of consideration of shareholder views.

1394. Revisions to directors' remuneration policy.

1395. Approval and signing of directors' remuneration report.

1396. Members' approval of directors' remuneration report and directors' remuneration policy.

1397. Duty to circulate copies of accounts and reports.

1398. Time allowed for sending out copies of annual accounts and reports.

1399. Default in sending out copies of accounts and reports: offences.

1400. Provision of strategic report with supplementary material instead of copies of accounts and reports.

1401. Cases in which sending of strategic report with supplementary material prohibited.

1402. Ascertainment of wishes of person entitled to be sent copy of accounts and reports.

1403. Right of company member or debenture holder to demand copies of accounts and reports.

1404. Name of signatory to be stated in published accounts and reports.

1405. Requirements for publication of statutory and non-statutory accounts.

1406. Meaning of 'publication' in relation to accounts and reports.

1407. Annual accounts and reports of quoted companies and traded companies to be made available on website.

1408. Accounts and reports to be laid before public company in general meeting.

1409. Approval of accounts and reports by directors.

1410. Approval of directors' remuneration report by members of quoted company and traded company.

1411. Liability for false or misleading statements in reports and statements.

1412. Duty to file accounts and reports with the registrar of companies.

1413. Period allowed for laying and delivering accounts and reports.

1414. Filing obligations of companies subject to small companies regime.

1415. Filing obligations of companies entitled to small companies exemption in relation to directors' report.

1416. Filing obligations of medium-sized companies.

1417. Filing obligations of unquoted companies.

1418. Filing obligations of quoted companies.

1419. Unlimited companies may be exempt from requirement to file accounts and reports.

1420. Dormant subsidiaries may be exempt from requirement to file individual accounts.

1421. Delivery and publication of accounts in euros.

1422. Offences arising from default in filing accounts and reports.

1423. Court order to make good default in filing accounts and reports.

1424. Civil penalty for failure to deliver accounts and reports.

1425. Voluntary revision of defective accounts and reports: in general.

1426. Content of revised accounts and reports.

1427. Approval and signature of revised accounts.

1428. Approval and signature of revised strategic report.

1429. Approval and signature of revised directors' report.

1430. Approval and signature of revised directors' remuneration report or revision of revised directors' remuneration policy.

1431. Auditors' report on revised accounts and revised report.

1432. Auditors' report on revised reports alone.

1433. Effect of revision of company accounts.

1434. Effect of revision of report or policy.

1435. Publication of revised accounts and reports.

1436. Laying of revised accounts and reports.

1437. Delivery to the registrar of revised accounts and reports.

1438. Application of regulations concerning the revision of defective accounts and reports to certain categories of small companies exempt from audit.

1439. Application of regulations concerning the revision of defective accounts and reports to certain categories of subsidiary companies exempt from audit.

1440. Application of regulations concerning the revision of defective accounts and reports to dormant companies exempt from audit.

1441. Secretary of State's notice in respect of accounts or reports.

1442. Application to the court in respect of defective accounts or reports.

1443. Persons authorised to apply to the court in respect of defective accounts or reports.

1444. Power of person authorised to apply to the court in respect of defective accounts or reports to require documents, information and explanations.

1445. Disclosure of information obtained under compulsory powers exercisable by person authorised to apply to the court in respect of defective accounts or reports.

1446. Requirement for company accounts to be audited.

1447. Right of members to require audit.

1448. Power of Secretary of State to require second audit.

1449. Conditions for exemption from audit: small companies.

1450. Exclusion of small companies exemption for certain types of company.

1451. Exclusion of small companies exemption in case of group company.

1452. Conditions for exemption from audit: qualifying subsidiaries.

1453. Conditions for exemption from audit: dormant companies.

1454. Non-profit-making companies subject to public sector audit.

1455. Framework of the assimilated EU Audit Regulation.

1456. Appointment of auditors of private company: in general.

1457. Appointment of auditors of private company: additional requirements for public interest entities with audit committees.

1458. Appointment of auditors of private company: additional requirements for public interest entities without audit committees.

1459. Default power of the Secretary of State to appoint auditors of private company.

1460. Term of office of auditors of private company.

1461. Appointment of auditors of public company: in general.

1462. Appointment of auditors of public company: additional requirements for public interest entities with audit committees.

1463. Appointment of auditors of public company: additional requirements for public interest entities without audit committees.

1464. Default power of the Secretary of State to appoint auditors of a public company.

1465. Term of office of auditors of public company.

1466. Engagement of statutory auditors under the assimilated EU Audit Regulation.

1467. Auditors' position as officers of the company.

1468. Fixing of auditor's remuneration under the Companies Act 2006.

1469. Disclosure of terms on which a company's auditor is appointed, remunerated or performs his duties.

1470. Disclosure of services provided by auditor or associates and related remuneration.

1471. Disclosure of remuneration for audit and non-audit work: medium-sized companies.

1472. Disclosure of remuneration for audit and non-audit work: companies that are not small or medium-sized companies.

1473. Disclosure by company of liability limitation agreement with auditor.

1474. Fees for carrying out statutory audits under the assimilated EU Audit Regulation.

1475. Non-audit services prohibited under the assimilated EU Audit Regulation.

1476. Information about revenues generated from audited public interest entities.

1477. Audit report on results of statutory audit of public interest entity.

1478. Additional report to the audit committee.

1479. Statutory auditor's report to supervisors of public interest entities.

1480. Transparency report by statutory auditor of public interest entity.

1481. Auditor's report on company's annual accounts.

1482. Auditor's report on strategic report and directors' report.

1483. Auditor's report on auditable part of directors' remuneration report.

1484. Auditor's report on separate corporate governance statement.

1485. Name of auditor to be published with report.

1486. Offences by auditors in connection with report.

1487. Preparation for the statutory audit and assessment of threats to independence.

1488. Statutory auditor's duty when irregularities are suspected.

1489. Engagement quality control review to be performed before issue of audit report and additional report.

1490. Record keeping by statutory auditors and audit firms.

1491. Duties of auditor in preparing report.

1492. Auditors' duties: in general.

1493. Auditors' duty of care.

1494. Auditor's general right to information.

1495. Auditor's right to information from overseas subsidiaries.

1496. Property rights regarding auditors' working papers.

1497. Auditor's rights in relation to resolutions and meetings.

1498. Hand-over procedure to incoming auditors from predecessors.

1499. Removal of auditors by resolution.

1500. Required procedure where auditor removed by resolution.

1501. Public interest companies: application to court to remove auditor from office.

1502. Failure to re-appoint auditor: special procedure required for written resolution.

1503. Failure to re-appoint auditor: special notice required for resolution at general meeting.

1504. How an auditor may resign his office.

1505. Rights of resigning auditors.

1506. Statement by auditor ceasing to hold office to be sent to company.

1507. Company's duties in relation to statement sent by auditor ceasing to hold office.

1508. Copy of auditor's statement to be sent to registrar of companies.

1509. Duty of auditor ceasing to hold office to send statement to appropriate audit authority.

1510. Duty of company to notify appropriate audit authority if auditor ceasing to hold office in certain circumstances.

1511. Information to be given to accounting authorities where auditor cease to hold office.

1512. Effect of casual vacancies caused by auditor ceasing to hold office.

1513. Members' power to require website publication of audit concerns.

1514. General provision as to auditors' liability.

1515. Voidness of provisions protecting auditors from liability.

1516. Indemnity for Auditor's Costs of successfully defending Proceedings or applying for Relief.

1517. Terms of liability limitation agreement and its effect.

1518. Effect of liability limitation agreement.

1519. Authorisation of liability limitation agreement by members of the company.

1520. Disclosure by company of liability limitation agreement with auditor.

1521. Part 42 of the Companies Act 2006 and the regulation of statutory auditors.

1522. Meaning of 'statutory auditor' for the purposes of the Companies Act 2006.

1523. Statutory audit to be conducted in accordance with the relevant standards that the competent authority may determine, adopt or impose.

1524. Service of notices under statutory audit provisions on any person other than the Secretary of State.

1525. Competent authorities for the purposes of the assimilated EU Audit Regulation.

1526. Competent authority's duty to establish quality assurance system for statutory audits.

1527. Competent authority's duty to monitor and report on the market for providing statutory audit services to entities.

1528. Approval of equivalent and transitional third countries.

1529. Approval of third country competent authority.

1530. Cooperation with third country competent authorities.

1531. Restriction on transfer of audit working papers to third countries.

1532. Transfer of audit working papers and investigation reports by the Secretary of State.

1533. Secretary of State's power to enter into arrangements for transfer of audit working papers and investigation reports.

1534. Transfer of audit working papers and investigation reports by statutory auditor with approval of Secretary of State.

1535. Transfer of audit working papers and investigation reports by statutory auditor for purposes of investigation of auditor.

1536. Power to make delegation order allowing functions of the Secretary of State to be exercised by a designated body.

1537. Exercise of functions of the Secretary of State by the designated body.

1538. General duties of the Financial Reporting Council Limited as the competent authority; duties that may be delegated to a recognised supervisory body.

1539. Standards relating to professional ethics, independence, objectivity.

1540. Standards relating to confidentiality.

1541. Standards relating to required policies and procedures etc.

1542. Standards relating to designation of key audit partner and allocation of resources.

1543. Standards relating to statutory auditors' records.

1544. Standards relating to statutory auditors' remuneration and scope of statutory audit work.

1545. Standards relating to statutory audit of group consolidated accounts.

1546. Standards relating to retention of key audit documents and information about audit of public interest entities.

1547. Competent authority's power to impose sanctions on statutory auditors etc.

1548. Publication of sanctions and measures.

1549. Enforcement of sanctions and recovery of financial penalties.

1550. Monitoring of audits by the competent authority.

1551. Competent authority's power to require provision of information by statutory auditor etc.

1552. Competent authority's power of entry in order to inspect or investigate statutory audit work.

1553. Offences in connection with competent authority's investigation powers.

1554. Performance, monitoring and enforcement of third country audit functions.

1555. Eligibility for appointment as statutory auditor.

1556. Effect of ineligibility to be statutory auditor.

1557. Independence requirement to act as statutory auditor.

1558. Effect of appointment of partnership as statutory auditor.

1559. Secretary of State's power to require second company audit.

1560. Contractual terms restricting choice of auditor.

1561. Meaning of 'supervisory body' for the purposes of the Companies Act 2006 provisions relating to statutory auditors.

1562. Supervisory bodies relating to statutory auditors: exemption from liability for damages.

1563. Application for recognition of supervisory body in relation to statutory auditors.

1564. Rules relating to delegation of tasks etc by competent authority.

1565. Consultation by supervisory body in making or varying rules.

1566. Holding of appropriate qualification to be statutory auditors.

1567. Statutory auditors to be fit and proper persons.

1568. Professional integrity and independence of statutory auditors.

1569. Public interest entity independence requirements.

1570. Technical standards with regard to statutory audit work.

1571. Procedures for maintaining competence of statutory auditors.

1572. Monitoring and enforcement by supervisory body.

1573. Arrangements for monitoring of audits.

1574. Membership of supervisory body: eligibility and discipline.

1575. Supervisory body's arrangements for investigation of complaints.

1576. Independent investigation of public interest cases.

1577. Transfer of audit working papers and investigation reports to third country competent authority.

1578. Meeting of claims arising out of audit work.

1579. Register of auditors; disclosure of information.

1580. Taking account of costs of compliance with supervisory body's rules.

1581. Promotion and maintenance of standards by supervisory body.

1582. Funding of arrangements where task of approving persons eligible as statutory auditors has been delegated.

1583. Grant and refusal of recognition of a supervisory body.

1584. Revocation of recognition of supervisory body.

1585. Meaning of 'appropriate qualification'.

1586. Qualifying bodies and recognised professional qualifications.

1587. Application by qualifying body for recognition of professional qualification.

1588. Entry requirements for statutory auditors' professional qualification.

1589. Requirement for theoretical instruction or sufficient period of professional experience.

1590. Requirement for examination.

1591. Requirement for practical training.

1592. Requirements as to the body offering the qualification.

1593. Grant or refusal of recognition order in respect of professional qualification.

1594. Revocation of recognition order in respect of professional qualification.

1595. Approval of third country qualifications for statutory auditors.

1596. Eligibility for appointment as statutory auditors of individuals retaining only authorisation under the Companies Act 1967.

1597. Matters to be notified to the competent authority.

1598. Secretary of State's power to require matters to be notified to him.

1599. Notification to Secretary of State of matters relevant to approved third country competent authorities.

1600. Notification by Secretary of State of matters relevant to approved third country competent authorities.

1601. Secretary of State's power to call for information relating to statutory auditors.

1602. The competent authority's power to call for information.

1603. Restrictions on disclosure of certain information provided to recognised supervisory or qualifying bodies etc.

1604. Enforcement with regard to recognised supervisory or qualifying bodies: in general.

1605. Power to give directions to recognised supervisory or qualifying bodies.

1606. Compliance orders against recognised supervisory or qualifying bodies.

1607. Power to impose financial penalties on recognised supervisory or qualifying bodies.

1608. Appeal against financial penalty imposed on recognised supervisory or qualifying body.

1609. Power to direct recognised supervisory or qualifying bodies etc to comply with international obligations.

1610. Power to make provision in consequence of changes affecting accountancy bodies.

1611. Eligibility of Auditors General for appointment as statutory auditor.

1612. Individuals responsible for audit work on behalf of Auditors General.

1613. Supervision of Auditors General by the Independent Supervisor.

1614. Duties of Auditors General in relation to supervision arrangements.

1615. Reports by the Independent Supervisor.

1616. Matters to be notified to the Independent Supervisor.

1617. Independent Supervisor's power to call for information.

1618. Independent Supervisor's power of enforcement by suspension notice.

1619. Independent Supervisor's power to apply for compliance orders.

1620. Proceedings involving the Independent Supervisor.

1621. Power to make regulations regarding register of persons eligible for appointment as a statutory auditor.

1622. Power to provide for information about persons eligible for appointment as statutory auditors etc to be made available to the public.

1623. Power to make regulations regarding register of third country auditors.

1624. Designated body to keep register of third country auditors.

1625. Application for registration of third country auditor.

1626. Acceptance and refusal of third country auditor's registration application.

1627. Registered third country auditor's duty to provide updated information for the register.

1628. Removal of registered third country auditor from the register.

1629. Duties of registered third country auditors.

1630. Matters to be notified to the Secretary of State by registered third country auditor.

1631. Secretary of State's power to call for information from registered third country auditor.

1632. Enforcement of registered third country auditors' obligations by compliance orders.

1633. False and misleading statements made for purposes under Part 42 of the Companies Act 2006.

1634. Offences under Part 42 of the Companies Act 2006 committed by bodies corporate etc.

1635. Time limit for prosecution of offences in relation to statutory or third country auditors.

1636. Jurisdiction and procedure in respect of offences relating to statutory or third country auditors.

4. Company Investigations

1637. Appointment of inspectors to investigate company's affairs on members' or company's own application.

1638. Appointment of inspectors to investigate company's affairs in other cases.

1639. Inspectors' powers during investigation of company's affairs.

1640. Conduct of investigation into company's affairs.

1641. Appointment and powers of inspectors to investigate membership etc of company.

1642. Secretary of State's power to obtain information as to persons interested in shares or debentures without appointing inspectors.

1643. Secretary of State's power to impose restrictions on shares and debentures.

1644. Consequences of order imposing restrictions on shares.

1645. Punishment for attempted evasion of restrictions on shares.

1646. Relaxation and removal of restrictions on shares.

1647. Secretary of State's power to give directions to inspectors investigating company's affairs or ownership.

1648. Resignation, removal and replacement of inspectors.

1649. Power to obtain information from former inspectors etc.

1650. Inspectors' reports on company's affairs.

1651. Inspectors' report on company's affairs to be evidence.

1652. Expenses of investigating a company's affairs.

1653. Protection of privileged information during company investigations.

1654. Secretary of State's power to require production of documents relating to company.

1655. Entry and search of premises under Part XIV of the Companies Act 1985.

1656. Protection for certain information provided to the Secretary of State.

1657. Security of information obtained under Part XIV of the Companies Act 1985.

1658. Punishment for destroying, mutilating etc company documents.

1659. Disclosure by the Secretary of State or inspector of information obtained in relation to company investigations.

1660. Protection of privileged information from requisition and seizure under the Companies Act 1985.

1661. Power to enter and remain on company premises.

1662. Procedure relating to inspector's or investigator's power to enter and remain on company premises.

1663. Application of provisions relating to powers of investigation to overseas companies.

1664. Request for assistance by overseas regulatory authority.

1665. Powers to require information, documents or other assistance for purpose of assisting overseas regulatory authority.

1666. Exercise by officer etc of powers to require information, documents or other assistance for purpose of assisting overseas regulatory authority.

1667. Penalty for failure to comply with requirement imposed for purpose of assisting overseas regulatory authority.

1668. Restrictions on disclosure of information supplied by overseas regulatory authority or obtained in order to assist such an authority.

1669. Exceptions from restrictions on disclosure of information supplied by overseas regulatory authority or obtained in order to assist such an authority.

1670. Prosecution of offences in connection with assistance of overseas regulatory authorities.

5. Company Directors Disqualification Orders and Undertakings

1671. Meaning of 'director' under the Company Directors Disqualification Act 1986.

1672. Meaning of 'shadow director' under the Company Directors Disqualification Act 1986.

1673. De facto directors.

1674. Disqualification orders: in general.

1675. Disqualification undertakings: in general.

1676. Disqualification on conviction of indictable offence.

1677. Disqualification for persistent breaches of companies legislation.

1678. Disqualification for fraud etc in a winding up.

1679. Disqualification on summary conviction.

1680. Disqualification for certain convictions abroad.

1681. Duty of court to disqualify unfit directors of insolvent companies.

1682. Disqualification of director on finding of unfitness.

1683. Order disqualifying person instructing unfit director.

1684. Disqualification undertaking instead of order disqualifying person instructing unfit director of insolvent company.

1685. Order disqualifying person instructing unfit director: other cases.

1686. Disqualification undertaking instead of order disqualifying person instructing unfit director: other cases.

1687. Competition disqualification order.

1688. Competition investigations for purposes of deciding whether to apply for disqualification order.

1689. Competition disqualification undertakings.

1690. Co-ordination of functions connected with competition disqualification orders and undertakings.

1691. Disqualification for participation in fraudulent or wrongful trading.

1692. Prohibition on undischarged bankrupts etc acting as company directors etc without leave of the court.

1692A. Disqualification of designated persons under sanctions legislation.

1693. Disabilities on revocation of administration order.

1694. Persons subject to disqualification order or disqualification undertaking under law of Northern Ireland.

1695. Matters for determining unfitness of directors.

1696. Examples of misconduct.

1697. Office-holder's report to the Secretary of State on the conduct of directors.

1698. Secretary of State's and official receiver's power to request information regarding conduct of company director.

1699. Application by the Secretary of State or the official receiver: unfit directors of insolvent companies.

1700. Application by the Secretary of State or the official receiver: person instructing unfit director of insolvent company.

1701. Notice of intention to apply for disqualification order.

1702. Persons entitled to apply for disqualification order on grounds of general misconduct in connection with companies.

1703. Admissibility in evidence of statements; saving for legal professional privilege.

1704. Director disqualification proceedings are civil not criminal.

1705. Allocation of disqualification proceedings; hearings and trial.

1706. Costs in disqualification proceedings.

1707. Rules governing certain applications under the Company Directors Disqualification Act 1986.

1708. Applications for certain disqualification orders; the case against the defendant.

1709. Applications for certain disqualification orders; indorsement on claim form.

1710. Applications for certain disqualification orders; service and acknowledgment of claim form.

1711. Applications for certain disqualification orders; evidence.

1712. Hearing of applications for certain disqualification orders; making and setting aside of disqualification orders.

1713. Appeals from decisions of the court made under the Company Directors Disqualification Act 1986.

1714. Period of disqualification.

1715. Application for leave under a disqualification order or disqualification undertaking.

1716. Information to be provided to the Secretary of State in relation to disqualification orders and disqualification undertakings.

1717. Register of disqualification orders and disqualification undertakings.

1718. Consequences of contravention of disqualification order or disqualification undertaking; criminal penalties.

1719. Offences by body corporate; disqualification orders or disqualification undertakings.

1720. Consequences of contravention; personal liability of persons acting while disqualified.

1721. Compensation orders and undertakings where disqualified person's conduct has caused loss to creditors of insolvent company.

1722. Variation and revocation of compensation undertakings.

1723. Meaning of 'persons subject to foreign restrictions'.

1724. Power to disqualify persons subject to foreign restrictions.

1725. Offence of breach of disqualification by person subject to foreign restrictions.

1726. Power to make person subject to foreign restrictions liable for company's debts.

1727. Power to require persons subject to foreign restrictions to send statements to the registrar of companies.

6. Companies Regulated by the Companies Clauses Acts

1728. Object of the Companies Clauses Acts.

1729. Application of the Companies Clauses Acts.

1730. Differences between companies incorporated under special Acts and under the Companies Act 2006.

1731. Meaning of 'undertaking' in the Companies Clauses Consolidation Act 1845.

1732. Other statutory definitions in the Companies Clauses Consolidation Act 1845 and in the special Act.

1733. Inspection of special Acts.

1734. Powers conferred by statute on companies to which Companies Clauses Acts apply.

1735. Form of companies' contracts.

1736. Companies' liability for torts and crimes.

1737. Manner and effect of change of company's name.

1738. Service on company.

1739. Service on members of company.

1740. Advertisement of notices.

1741. Authentication of documents.

1742. Authorised capital.

1743. Subscribed capital.

1744. Loan capital.

1745. Excess borrowing by company.

1746. Redeemable capital.

1747. Creation of new shares.

1748. Issue of new shares.

1749. Increase of share capital.

1750. Preference shares.

1751. Cancellation of unissued shares.

1752. Disposal of new shares.

1753. Application of share and loan capital.

1754. Promotion expenses.

1755. Division of capital into shares.

1756. Nature of shares.

1757. Issue of shares at a discount.

1758. Allotment of shares.

1759. How shareholders are constituted.

1760. Non-recognition of trust affecting shares.

1761. Register of shareholders.

1762. Shareholders' address book.

1763. Delivery and effect of share certificates.

1764. New share certificates.

1765. Shareholders' liability in general.

1766. Power to make calls.

1767. How calls are made.

1768. Liability for calls.

1769. Minor's liability for calls.

1770. Recovery of payment and interest.

1771. Evidence at trial of claim for calls.

1772. Proceedings in Scotland to recover calls.

1773. Execution against shareholders for company's debts.

1774. Inspection of, and evidence by, register of shareholders.

1775. Reimbursement of shareholder.

1776. Payment of subscriptions in advance of calls.

1777. Obligations of seller and buyer of shares.

1778. How shares are transferred.

1779. Registration of transfers.

1780. Transfer when calls unpaid.

1781. Closing register of transfers.

1782. Transmission of shares.

1783. When shares may be forfeited.

1784. Notice of intention to forfeit shares.

1785. Confirmation of declaration of forfeiture.

1786. Sale of forfeited shares.

1787. Evidence of forfeiture; protection of purchaser.

1788. Effect of paying arrears before sale.

1789. Cancellation of forfeited shares.

1790. Effect of cancelling shares.

1791. Cancellation with shareholder's consent.

1792. Surrender of shares.

1793. Issue of new shares.

1794. Issue of stock and conversion of shares.

1795. Register of stockholders.

1796. Participation in dividends.

1797. Preference stock.

1798. Power to borrow on mortgage or bond.

1799. Borrowing again.

1800. Evidence of authority to borrow.

1801. Form of mortgage.

1802. Effect of mortgages in statutory form.

1803. Effect of mortgage on uncalled capital.

1804. Bondholders' rights.

1805. Register of mortgages and bonds.

1806. Fixing time for repayment of principal.

1807. Repayment of principal where no time fixed.

1808. Mortgagees' and bondholders' remedies.

1809. Interest on mortgages and bonds.

1810. Appointment of receiver by justices.

1811. Appointment of receiver by High Court.

1812. Transfer of mortgage or bond and interest.

1813. Registration of transfer.

1814. Power to issue debenture stock.

1815. Priority of charge created by debenture stock.

1816. Certificates and register of holders.

1817. Nature of security.

1818. Effect of issue of debenture stock at a discount.

1819. Application of proceeds; accounts.

1820. Recovery of interest in arrears.

1821. Misrepresentation in prospectuses and offer documents.

1822. How company's powers are exercised.

1823. Annual returns of companies regulated by Companies Clauses Acts.

1824. Investigations of companies regulated by Companies Clauses Acts.

1825. Application of certain administrative provisions of the Companies Act 2006 to companies regulated by Companies Clauses Acts.

1826. Appointment and number of directors of companies regulated by Companies Clauses Acts.

1827. Tenure of office of directors of companies regulated by Companies Clauses Acts.

1828. Quorum to elect directors of companies regulated by Companies Clauses Acts.

1829. Casual vacancy in office of director.

1830. Qualification to be director of company regulated by Companies Clauses Acts.

1831. Consequences of director's interest in company's contract.

1832. Director ceasing to hold shares.

1833. Directors' remuneration.

1834. Appointment of committees of companies regulated by Companies Clauses Acts.

1835. How contracts may be made on behalf of company regulated by Companies Clauses Acts.

1836. Contracts on behalf of company regulated by Companies Clauses Acts made under seal.

1837. Other circumstances in which contracts bind the company.

1838. Liability of directors of companies regulated by Companies Clauses Acts.

1839. Meetings of directors of company regulated by Companies Clauses Acts.

1840. Chairman of directors of company regulated by Companies Clauses Acts.

1841. Minutes of meetings etc.

1842. Effect of informalities in appointment of directors of company regulated by Companies Clauses Acts.

1843. Retirement by rotation of directors of company regulated by Companies Clauses Acts.

1844. Power to choose and remove directors of company regulated by Companies Clauses Acts.

1845. Registers of directors and secretaries.

1846. Statutory requirements as to other officers of company.

1847. Security by company officers.

1848. Company officers' duty to account.

1849. Company officers' refusal to account.

1850. Company solicitor.

1851. Company's power to make byelaws.

1852. Powers exercisable only in general meeting of company regulated by Companies Clauses Acts.

1853. Ordinary and extraordinary meetings of company regulated by Companies Clauses Acts.

1854. Notice and place of meeting.

1855. Convening extraordinary meetings of company regulated by Companies Clauses Acts.

1856. Quorum at general meeting of company regulated by Companies Clauses Acts.

1857. Chairman at general meeting of company regulated by Companies Clauses Acts.

1858. Business at company meetings; adjournment.

1859. Shareholders' voting rights.

1860. Manner of voting by shareholders; proxies.

1861. Evidence of resolutions at company meetings.

1862. Application of certain provisions of the Companies Act 2006 to companies regulated by Companies Clauses Acts.

1863. Accounts to be kept by companies regulated by Companies Clauses Acts.

1864. Balance sheets of companies regulated by Companies Clauses Acts.

1865. Inspection of books and balance sheets by shareholders, mortgagees and others.

1866. Appointment and qualification of auditors of company regulated by Companies Clauses Acts.

1867. Duties of auditors of company regulated by Companies Clauses Acts.

1868. Retirement of auditors of company regulated by Companies Clauses Acts.

1869. Company's power to pay dividends.

1870. Declaration of dividend.

1871. Reserve fund.

1872. No dividend out of capital.

1873. Application of the Arbitration Act 1996 to arbitrations under the Companies Clauses Consolidation Act 1845 etc.

1874. Appointment of arbitrators under the Companies Clauses Consolidation Act 1845.

1875. Appointment of umpire under the Companies Clauses Consolidation Act 1845.

1876. Conduct of arbitration under the Companies Clauses Consolidation Act 1845; costs.

1877. Who may act on behalf of company regulated by Companies Clauses Acts in bankruptcy claims.

1878. Determination of amount of damages, costs, or expenses etc recoverable under the Companies Clauses Consolidation Act 1845.

1879. Publication of particulars of offences for which penalties imposed by the Companies Clauses Consolidation Act 1845 etc.

1880. Recovery of penalties imposed by the Companies Clauses Consolidation Act 1845 etc.

1881. Power to arrest of offenders under the Companies Clauses Consolidation Act 1845.

1882. Appeals with respect to penalties and forfeitures under the Companies Clauses Consolidation Act 1845.

7. Overseas Companies

1883. General provision regarding overseas companies.

1884. Duty to register particulars of overseas company.

1885. Registration of overseas company under corporate name or alternative name.

1886. Delivery to registrar where overseas company is registered in more than one part of the United Kingdom.

1887. Duty to give notice of overseas company ceasing to have registrable presence.

1888. Accounts and reports: overseas companies generally.

1889. Accounts and reports: overseas credit or financial institutions.

1890. Trading disclosures by overseas companies.

1891. Charges over overseas companies' property in the United Kingdom to be registered.

1892. Other returns etc required of overseas companies.

1893. Company contracts and execution of documents by overseas companies.

1894. Service of documents on overseas companies.

1895. Offences for failure to comply with requirements imposed on overseas companies.

1896. Recognition of legal personality etc under the Foreign Corporations Act 1991.

1897. Recognition of foreign corporation in English law.

1898. Proceedings by and against foreign companies.

1899. Proceedings by shareholders on behalf of foreign company.

8. Overseas Entities

1900. Meaning of 'overseas entity'.

1901. The registration of overseas entities: overview.

1902. Secretary of State's power to exempt a person from being registrable.

1903. Secretary of State's power to require overseas entity to register if it owns certain land.

1904. Meaning of 'beneficial owner'.

1905. Meaning of 'registrable beneficial owner'.

1906. Duty of overseas entity to obtain information about registrable beneficial owners.

1907. Verification of information about registrable beneficial owners and managing officers.

1908. Duty of overseas entity to provide information about registrable beneficial owners to the registrar.

1909. Updating duty with regard to statements and information provided to the registrar.

1910. Resolving inconsistencies between information supplied and other information kept by the registrar.

1911. Secretary of State's power to modify the application or update requirements.

1912. Registrar's duty to keep register of overseas entities.

1913. Rights to inspect the register of overseas entities and require copies of information.

1914. Information on the register excepted from public inspection or disclosure.

1915. Power to protect other information on the register from public inspection or disclosure.

1916. Application to registrar for removal of entries from the register.

1917. Removal of material from the register for administrative purposes.

1918. Application to registrar for rectification of the register.

1919. Rectification of the register to resolve a reported material discrepancy in information about beneficial ownership.

1920. Rectification of the register pursuant to court order.

1921. Annotation of the register.

1922. Registrar's power to impose financial penalties.

1923. Offences committed under Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022: general provisions.

1924. [Basic and aggravated offence of delivering documents or making statements to registrar of companies that are misleading, false or deceptive].