Companies Act 2006 - legislation

1 Companies Act 2006 CHAPTER 46 CONTENTSPART 1 GENERAL INTRODUCTORY PROVISIONSC ompanies and Companies Acts1 Companies2 The Companies ActsTypes of company3 Limited and unlimited companies4 Private and public companies5 Companies limited by guarantee and having share capital6 Community interest companiesPART 2 COMPANY FORMATIONG eneral7 Method of forming company8 Memorandum of associationRequirements for registration9 Registration documents10 Statement of capital and initial shareholdings11 Statement of guarantee12 Statement of proposed officers13 Statement of complianceCompanies Act 2006 (c. 46)iiRegistration and its effect14 Registration15 Issue of certificate of incorporation16 Effect of registrationPART 3A COMPANY S CONSTITUTIONCHAPTER 1 INTRODUCTORY17 A company s constitutionCHAPTER 2 ARTICLES OF ASSOCIATIONG eneral18 Articles of association19 Power of Secretary of State to prescribe model articles20 Default application of model articlesAlteration of articles21 Amendment of articles22 Entrenched provisions of the articles23 Notice to registrar of existence of restriction on amendment of articles24 Statement of compliance where amendment of articles restricted25 Effect of alteration of articles on company s members26 Registrar to be sent copy of amended articles27 Registrar s notice to comply in case of failure with respect to amended articlesSupplementary28 Existing Companies .

2 Provisions of memorandum treated as provisions ofarticlesCHAPTER 3 RESOLUTIONS AND AGREEMENTS AFFECTING A COMPANY S CONSTITUTION29 Resolutions and agreements affecting a company s constitution30 Copies of resolutions or agreements to be forwarded to registrarCHAPTER 4 MISCELLANEOUS AND SUPPLEMENTARY PROVISIONSS tatement of company s objects31 Statement of company s objectsCompanies Act 2006 (c. 46)iiiOther provisions with respect to a company s constitution32 Constitutional documents to be provided to members33 Effect of company s constitution34 Notice to registrar where company s constitution altered by enactment35 Notice to registrar where company s constitution altered by order36 Documents to be incorporated in or accompany copies of articles issued bycompanySupplementary provisions37 Right to participate in profits otherwise than as member void38 Application to single member Companies of enactments and rules of lawPART 4A COMPANY S CAPACITY AND RELATED MATTERSC apacity of company and power of directors to bind it39 A company s capacity40 Power of directors to bind the company41 Constitutional limitations: transactions involving directors or their associates42 Constitutional limitations.

3 Companies that are charitiesFormalities of doing business under the law of England and Wales or Northern Ireland43 Company contracts44 Execution of documents45 Common seal46 Execution of deeds47 Execution of deeds or other documents by attorneyFormalities of doing business under the law of Scotland48 Execution of documents by companiesOther matters49 Official seal for use abroad50 Official seal for share certificates etc51 Pre-incorporation contracts, deeds and obligations52 Bills of exchange and promissory notesPART 5A COMPANY S NAMECHAPTER 1 GENERAL REQUIREMENTSP rohibited names53 Prohibited namesCompanies Act 2006 (c. 46)ivSensitive words and expressions54 Names suggesting connection with government or public authority55 Other sensitive words or expressions56 Duty to seek comments of government department or other specified bodyPermitted characters etc57 Permitted characters etcCHAPTER 2 INDICATIONS OF COMPANY TYPE OR LEGAL FORMR equired indications for limited companies58 Public limited companies59 Private limited companies60 Exemption from requirement as to use of limited 61 Continuation of existing exemption: Companies limited by shares62 Continuation of existing exemption: Companies limited by guarantee63 Exempt company.

4 Restriction on amendment of articles64 Power to direct change of name in case of company ceasing to be entitled toexemptionInappropriate use of indications of company type or legal form65 Inappropriate use of indications of company type or legal formCHAPTER 3 SIMILARITY TO OTHER NAMESS imilarity to other name on registrar s index66 Name not to be the same as another in the index67 Power to direct change of name in case of similarity to existing name68 Direction to change name: supplementary provisionsSimilarity to other name in which person has goodwill69 Objection to company s registered name70 Company names adjudicators71 Procedural rules72 Decision of adjudicator to be made available to public73 Order requiring name to be changed74 Appeal from adjudicator s decisionCHAPTER 4 OTHER POWERS OF THE SECRETARY OF STATE75 Provision of misleading information etc76 Misleading indication of activitiesCompanies Act 2006 (c. 46)vCHAPTER 5 CHANGE OF NAME77 Change of name78 Change of name by special resolution79 Change of name by means provided for in company s articles80 Change of name: registration and issue of new certificate of incorporation81 Change of name.

5 EffectCHAPTER 6 TRADING DISCLOSURES82 Requirement to disclose company name etc83 Civil consequences of failure to make required disclosure84 Criminal consequences of failure to make required disclosures85 Minor variations in form of name to be left out of accountPART 6A COMPANY S REGISTERED OFFICEG eneral86 A company s registered office87 Change of address of registered officeWelsh companies88 Welsh companiesPART 7RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY S STATUSI ntroductory89 Alteration of status by re-registrationPrivate company becoming public90 Re-registration of private company as public91 Requirements as to share capital92 Requirements as to net assets93 Recent allotment of shares for non-cash consideration94 Application and accompanying documents95 Statement of proposed secretary96 Issue of certificate of incorporation on re-registrationPublic company becoming private97 Re-registration of public company as private limited company98 Application to court to cancel resolutionCompanies Act 2006 (c.)

6 46)vi99 Notice to registrar of court application or order100 Application and accompanying documents101 Issue of certificate of incorporation on re-registrationPrivate limited company becoming unlimited102 Re-registration of private limited company as unlimited103 Application and accompanying documents104 Issue of certificate of incorporation on re-registrationUnlimited private company becoming limited105 Re-registration of unlimited company as limited106 Application and accompanying documents107 Issue of certificate of incorporation on re-registration108 Statement of capital required where company already has share capitalPublic company becoming private and unlimited109 Re-registration of public company as private and unlimited110 Application and accompanying documents111 Issue of certificate of incorporation on re-registrationPART 8A COMPANY S MEMBERSCHAPTER 1 THE MEMBERS OF A COMPANY112 The members of a companyCHAPTER 2 REGISTER OF MEMBERSG eneral113 Register of members114 Register to be kept available for inspection115 Index of members116 Rights to inspect and require copies117 Register of members: response to request for inspection or copy118 Register of members: refusal of inspection or default in providing copy119 Register of members: offences in connection with request for or disclosure ofinformation120 Information as to state of register and index121 Removal of entries relating to former membersSpecial cases122 Share warrants123 Single member companiesCompanies Act 2006 (c.

7 46)vii124 Company holding its own shares as treasury sharesSupplementary125 Power of court to rectify register126 Trusts not to be entered on register127 Register to be evidence128 Time limit for claims arising from entry in registerCHAPTER 3 OVERSEAS BRANCH REGISTERS129 Overseas branch registers130 Notice of opening of overseas branch register131 Keeping of overseas branch register132 Register or duplicate to be kept available for inspection in UK133 Transactions in shares registered in overseas branch register134 Jurisdiction of local courts135 Discontinuance of overseas branch registerCHAPTER 4 PROHIBITION ON SUBSIDIARY BEING MEMBER OF ITS HOLDING COMPANYG eneral prohibition136 Prohibition on subsidiary being a member of its holding company137 Shares acquired before prohibition became applicableSubsidiary acting as personal representative or trustee138 Subsidiary acting as personal representative or trustee139 Interests to be disregarded: residual interest under pension scheme oremployees share scheme140 Interests to be disregarded: employer s rights of recovery under pensionscheme or employees share schemeSubsidiary acting as dealer in securities141 Subsidiary acting as authorised dealer in securities142 Protection of third parties in other cases where subsidiary acting as dealer insecuritiesSupplementary143 Application of provisions to Companies not limited by shares144 Application of provisions to nomineesCompanies Act 2006 (c.

8 46)viiiPART 9 EXERCISE OF MEMBERS RIGHTSE ffect of provisions in company s articles145 Effect of provisions of articles as to enjoyment or exercise of members rightsInformation rights146 Traded Companies : nomination of persons to enjoy information rights147 Information rights: form in which copies to be provided148 Termination or suspension of nomination149 Information as to possible rights in relation to voting150 Information rights: status of rights151 Information rights: power to amendExercise of rights where shares held on behalf of others152 Exercise of rights where shares held on behalf of others: exercise in differentways153 Exercise of rights where shares held on behalf of others: members requestsPART 10A COMPANY S DIRECTORSCHAPTER 1 APPOINTMENT AND REMOVAL OF DIRECTORSR equirement to have directors154 Companies required to have directors155 Companies required to have at least one director who is a natural person156 Direction requiring company to make appointmentAppointment157 Minimum age for appointment as director158 Power to provide for exceptions from minimum age requirement159 Existing under-age directors160 Appointment of directors of public company to be voted on individually161 Validity of acts of directorsRegister of directors, etc162 Register of directors163 Particulars of directors to be registered: individuals164 Particulars of directors to be registered: corporate directors and firms165 Register of directors residential addresses166 Particulars of directors to be registered: power to make regulations167 Duty to notify registrar of changesCompanies Act 2006 (c.

9 46)ixRemoval168 Resolution to remove director169 Director s right to protest against removalCHAPTER 2 GENERAL DUTIES OF DIRECTORSI ntroductory170 Scope and nature of general dutiesThe general duties171 Duty to act within powers172 Duty to promote the success of the company173 Duty to exercise independent judgment174 Duty to exercise reasonable care, skill and diligence175 Duty to avoid conflicts of interest176 Duty not to accept benefits from third parties177 Duty to declare interest in proposed transaction or arrangementSupplementary provisions178 Civil consequences of breach of general duties179 Cases within more than one of the general duties180 Consent, approval or authorisation by members181 Modification of provisions in relation to charitable companiesCHAPTER 3 DECLARATION OF INTEREST IN EXISTING TRANSACTION OR ARRANGEMENT182 Declaration of interest in existing transaction or arrangement183 Offence of failure to declare interest184 Declaration made by notice in writing185 General notice treated as sufficient declaration186 Declaration of interest in case of company with sole director187 Declaration of interest in existing transaction by shadow directorCHAPTER 4 TRANSACTIONS WITH DIRECTORS REQUIRING APPROVAL OF MEMBERSS ervice contracts188 Directors long-term service contracts: requirement of members approval189 Directors long-term service contracts: civil consequences of contraventionSubstantial property transactions190 Substantial property transactions.

10 Requirement of members approval191 Meaning of substantial 192 Exception for transactions with members or other group companiesCompanies Act 2006 (c. 46)x193 Exception in case of company in winding up or administration194 Exception for transactions on recognised investment exchange195 Property transactions: civil consequences of contravention196 Property transactions: effect of subsequent affirmationLoans, quasi-loans and credit transactions197 Loans to directors: requirement of members approval198 Quasi-loans to directors: requirement of members approval199 Meaning of quasi-loan and related expressions200 Loans or quasi-loans to persons connected with directors: requirement ofmembers approval201 Credit transactions: requirement of members approval202 Meaning of credit transaction 203 Related arrangements: requirement of members approval204 Exception for expenditure on company business205 Exception for expenditure on defending proceedings etc206 Exception for expenditure in connection with regulatory action orinvestigation207 Exceptions for minor and business transactions208 Exceptions for intra-group transactions209 Exceptions for money-lending companies210 Other relevant transactions or arrangements211 The value of transactions and arrangements212 The person for whom a transaction or arrangement is entered into213 Loans etc: civil consequences of contravention214 Loans etc: effect of subsequent affirmationPayments for loss of office215 Payments for loss of office216 Amounts taken to be payments for loss of office217 Payment by company: requirement of members approval218 Payment in connection with transfer of undertaking etc: requirement ofmembers approval219 Payment in connection with share transfer.