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Companies Act 2006 (c. 46)Introductory TextPart 1 General introductory provisions (ss. 1-6)Companies and Companies Acts (ss. 1-2)1. Companies2. The Companies ActsTypes of company (ss. 3-6)3. Limited and unlimited companies4. Private and public companies5. Companies limited by guarantee and having share capital6. Community interest companiesPart 2 Company formation (ss. 7-16)General (ss. 7-8)7. Method of forming company8. Memorandum of associationRequirements for registration (ss. 9-13)9. Registration documents9A. Required information about the subscribers10. Statement of capital and initial shareholdings11. Statement of guarantee12. Statement of proposed officers12A. Statement of initial significant control12B Option to provide ID verification information about PSCs13. Statement of complianceRegistration and its effect (ss. 14-16)14. Registration15. Issue of certificate of incorporation16. Effect of registrationPart 3 A company's constitution (ss. 17-38)Chapter 1 Introductory (s. 17)17. A company's constitutionChapter 2 Articles of association (ss. 18-28)General (ss. 18-20)18. Articles of association19. Power of Secretary of State to prescribe model articles20. Default application of model articlesAlteration of articles (ss. 21-27)21. 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 articlesSupplementary (s. 28)28. Existing companies: provisions of memorandum treated as provisions of articlesChapter 3 Resolutions and agreements affecting a company's constitution (ss. 29-30)29. Resolutions and agreements affecting a company's constitution30. Copies of resolutions or agreements to be forwarded to registrarChapter 4 Miscellaneous and supplementary provisions (ss. 31-38)Statement of company's objects (s. 31)31. Statement of company's objectsOther provisions with respect to a company's constitution (ss. 32-36)32. 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 by companySupplementary provisions (ss. 37-38)37. Right to participate in profits otherwise than as member void38. Application to single member companies of enactments and rules of lawPart 4 A company's capacity and related matters (ss. 39-52)Capacity of company and power of directors to bind it (ss. 39-42)39. A company's capacity40. Power of directors to bind the company41. Constitutional limitations: transactions involving directors or their associates42. Constitutional limitations: companies that are charitiesFormalities of doing business under the law of England and Wales or Northern Ireland (ss. 43-47)43. 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 Scotland (s. 48)48. Execution of documents by companiesOther matters (ss. 49-52)49. Official seal for use abroad50. Official seal for share certificates etc51. Pre-incorporation contracts, deeds and obligations52. Bills of exchange and promissory notesPart 5 A company's Name (ss. 53-85)Chapter 1 General requirements (ss. 53-57)Prohibited names (s. 53-53A)53. Prohibited names53A. Names for criminal purposesSensitive words and expressions (ss. 54-56A)54. Names suggesting connection with government or public authority55. Other sensitive words or expressions56. Duty to seek comments of government department or other specified body56A. Names suggesting connection with foreign governments etcComputer code (s. 57A)57A. Names containing computer codePermitted characters etc (s. 57)57. Permitted characters etcProhibitions where a company has been required to change a name (ss. 57B-57C)57B. Prohibition on re-registering name following direction57C. Name that another company has been directed to changeChapter 2 Indications of company type or legal form (ss. 58-65)Required indications for limited companies (ss. 58-64)58. 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: restriction on amendment of articles64. Power to direct change of name in case of company ceasing to be entitled to exemptionCommonhold associations (draft art. 64A)Draft 64A. Commonhold associationsInappropriate use of indications of company type or legal form (s. 65)65. Inappropriate use of indications of company type or legal formChapter 3 Similarity to other names (ss. 66-74)Similarity to other name on registrar's index (ss. 66-68)66. 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 goodwill (ss. 69-74)69. 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 State and the registrar (ss. 75-76D)Provision of misleading information (s. 75)75. Provision of misleading information etcMisleading indication of activities and names used for criminal purposes (ss. 76-76A)76. Misleading indication of activities76A. Power to direct change of name used for criminal purposesDirection to change name wrongly registered (s. 76B)76B. Direction to change name wrongly registeredRegistrar's powers to change names (ss. 76C-76D)76C. Registrar's power to change name containing computer code76D. Registrar's power to change name for failure to comply with directionChapter 4A Exceptions (s. 76E)76E. Exceptions based on national security etcChapter 5 Change of name (ss. 77-81)77. 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: effectChapter 6 Trading disclosures (ss. 82-85)82. 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 6 A company's registered office and email address (ss. 86-88B)General (ss. 86-87)86. Duty to ensure registered office at appropriate address87. Change of address of registered officeWelsh companies (s. 88)88. Welsh companiesRegistered email address (ss. 88A-88B)88A. Duty to maintain a registered email address88B Change of registered email addressPart 7 Re-registration as a means of altering a company's status (ss. 89-111)Introductory (s. 89)89. Alteration of status by re-registrationPrivate company becoming public (ss. 90-96)90. 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 private (ss. 97-101)97. Re-registration of public company as private limited company98. Application to court to cancel resolution99. Notice to registrar of court application or order100. Application and accompanying documents101. Issue of certificate of incorporation on re-registrationPrivate limited company becoming unlimited (ss. 102-104)102. Re-registration of private limited company as unlimited103. Application and accompanying documents104. Issue of certificate of incorporation on re-registrationUnlimited private company becoming limited (ss. 105-108)105. 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 unlimited (ss. 109-111)109. Re-registration of public company as private and unlimited110. Application and accompanying documents111. Issue of certificate of incorporation on re-registrationPart 8 A company's members (ss. 112-144)Chapter 1 The members of a company (s. 112)112. The members of a companyChapter 2 Register of members (ss. 112A-128ZA)Duty to keep register(ss. 112A-113I)112A. Alternative method of record-keeping113. Register of members113A. Required information about members: individuals113B. Required information about members: corporate members and firms113C. Power to amend the required information113D. Duty on new members to notify required information113E. Duty on member to notify changes to required informatio113F. Power for company to require information from members113G. Failure to comply with section 113D, 113E or 113F113H. Basic false statement offences in connection with sections 113D to 113F113I. Aggravated false statement offences in connection with sections 113D to 113FDuty to keep index of members (s. 113J)113J. Index of membersInspection etc of register and index of members (ss. 114-120B)114. Register to be kept available for inspection116. 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 of information120. Information as to state of register and index120A. Power to make regulations protecting material120B. Offence of failing to comply with regulations under section 120ARemoval of entries from register of members (s. 121)121. Removal of entries relating to former membersSpecial cases (ss. 122-124)122. Share warrants123. Single member companies124. Company holding its own shares as treasury sharesSupplementary (ss. 125-128)125. 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 register128ZA. Transitional provision where information kept on central registerChapter 2A Option to keep information on central register (ss. 128A-128K)128A. Introduction128B. Right to make an election128C. Effective date of election128D. Effect of election on obligations under Chapter 2128E. Duty to notify registrar of changes128F. Information as to state of central register128G. Power of court to order company to remedy default or delay128H. Central register to be evidence128I. Time limits for claims arising from delivery to registrar128J. Withdrawing the election128K. Power to extend option to public companiesChapter 3 Overseas branch registers (ss. 129-135)129. 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 company (ss. 136-144)General prohibition (ss. 136-137)136. Prohibition on subsidiary being a member of its holding company137. Shares acquired before prohibition became applicableSubsidiary acting as personal representative or trustee (ss. 138-140)138. Subsidiary acting as personal representative or trustee139. Interests to be disregarded: residual interest under pension scheme or employees' share scheme140. Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share schemeSubsidiary acting as dealer in securities (ss. 141-142)141. Subsidiary acting as authorised dealer in securities142. Protection of third parties in other cases where subsidiary acting as dealer in securitiesSupplementary (ss. 143-144)143. Application of provisions to companies not limited by shares144. Application of provisions to nomineesPart 9 Exercise of members' rights (ss. 145-153)Effect of provisions in company's articles (s. 145)145. Effect of provisions of articles as to enjoyment or exercise of members' rightsInformation rights (ss. 146-151)146. 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 others (ss. 152-153)152. Exercise of rights where shares held on behalf of others: exercise in different ways153. Exercise of rights where shares held on behalf of others: members' requestsPart 10 A company's directors (ss. 154-259)Chapter 1 Appointment and removal of directors (ss. 154-169)Requirement to have directors (ss. 154-156)154. Companies required to have directors155. Companies required to have at least one director who is a natural person156. Direction requiring company to make appointmentAppointment (ss. 156A-161)157. Minimum age for appointment as director156A. Each director to be a natural person156B. Power to provide for exceptions from requirement that each director be a natural person156C. Existing director who is not a natural person158. Power to provide for exceptions from minimum age requirement159. Existing under-age directors159A. Disqualified person not to be appointed as director160. Appointment of directors of public company to be voted on individually161. Validity of acts of directorsRegister of directors, etc (ss. 161A-167)161A. Alternative method of record-keeping162. 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 changesOption to keep information on the central register (ss. 167A-167F)167A. Right to make an election167B. Effective date of election167C. Effect of election on obligations under sections 162 to 167167D. Duty to notify registrar of changes167E. Withdrawing the election167F. Power to extend option to public companiesNotification of information about directors (ss. 167G-167L)167G. Duty to notify registrar of change in directors167H. Duty to notify registrar of changes of information167I. Notification of changes occurring before company's incorporation167J. Required information about a director: individuals167K. Required information about a director: corporate directors and firms167L. Directors: offence of failure to notify of changesDirectors: duties relating to ID verification and notification (s. 167M-167N)167M. Prohibition on director acting unless ID verified167N. Prohibition on acting unless directorship notifiedRemoval (ss. 168-169)168. Resolution to remove director169. Director's right to protest against removal169A. Removal from office of disqualified directorsChapter 2 General duties of directors (ss. 170-181)Introductory (s. 170)170. Scope and nature of general dutiesThe general duties (ss. 171-177)171. 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 provisions (ss. 178-181)178. 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 arrangement (ss. 182-187)182. 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 members (ss. 188-226)Service contracts (ss. 188-189)188. Directors' long-term service contracts: requirement of members' approval189. Directors' long-term service contracts: civil consequences of contraventionSubstantial property transactions (ss. 190-196)190. Substantial property transactions: requirement of members' approval191. Meaning of "substantial"192. Exception for transactions with members or other group companies193. 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 transactions (ss. 197-214)197. 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 of members' 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 or investigation207. 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 office (ss. 215-222)215. 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 of members' approval219. Payment in connection with share transfer: requirement of members' approval220. Exception for payments in discharge of legal obligations etc221. Exception for small payments222. Payments made without approval: civil consequencesSupplementary (ss. 223-226)223. Transactions requiring members' approval: application of provisions to shadow directors224. Approval by written resolution: accidental failure to send memorandum225. Cases where approval is required under more than one provision226. Requirement of consent of Charity Commission: companies that are charitiesChapter 4A Directors of quoted companies: special provision (ss. 226A-226F)Interpretation (s. 226A)226A. Key definitionsRestrictions relating to remuneration or loss of office payments (ss. 226B-226D)226B. Remuneration payments226C. Loss of office payments226D. Sections 226B and 226C: supplementarySupplementary (ss. 226E-226F)226E. Payments made without approval: civil consequences226F. Relationship with requirements under Chapter 4Chapter 5 Directors' service contracts (ss. 227-230)227. Directors' service contracts228. Copy of contract or memorandum of terms to be available for inspection229. Right of member to inspect and request copy230. Directors' service contracts: application of provisions to shadow directorsChapter 6 Contracts with sole members who are directors (s. 231)231. Contract with sole member who is also a directorChapter 7 Directors' liabilities (ss. 232-239)Provision protecting directors from liability (ss. 232-238)232. Provisions protecting directors from liability233. Provision of insurance234. Qualifying third party indemnity provision235. Qualifying pension scheme indemnity provision236. Qualifying indemnity provision to be disclosed in directors' report237. Copy of qualifying indemnity provision to be available for inspection238. Right of member to inspect and request copyRatification of acts giving rise to liability (s. 239)239. Ratification of acts of directorsChapter 8 Directors' residential addresses: protection from disclosure (ss. 240-246)240. Protected information241. Protected information: restriction on use or disclosure by company242. Protected information: restriction on disclosure by registrar243. Permitted disclosure by the registrar244. Disclosure under court order245. Circumstances in which registrar may put address on the public record246. Putting the address on the public recordChapter 9 Supplementary provisions (ss. 247-259)Provision for employees on cessation or transfer of business (s. 247)247. Power to make provision for employees on cessation or transfer of businessRecords of meetings of directors (ss. 248-249)248. Minutes of directors' meetings249. Minutes as evidenceMeaning of "director" and "shadow director" (ss. 250-251)250. "Director"251. "Shadow director"Other definitions (ss. 252-257)252. Persons connected with a director253. Members of a director's family254. Director "connected with" a body corporate255. Director "controlling" a body corporate256. Associated bodies corporate257. References to company's constitutionGeneral (ss. 258-259)258. Power to increase financial limits259. Transactions under foreign lawPart 11 Derivative claims and proceedings by members (ss. 260-269)Chapter 1 Derivative claims in England and Wales or Northern Ireland (ss. 260-264)260. Derivative claims261. Application for permission to continue derivative claim262. Application for permission to continue claim as a derivative claim263. Whether permission to be given264. Application for permission to continue derivative claim brought by another memberChapter 2 Derivative proceedings in Scotland (ss. 265-269)265. Derivative proceedings266. Requirement for leave and notice267. Application to continue proceedings as derivative proceedings268. Granting of leave269. Application by member to be substituted for member pursuing derivative proceedingsPart 12 Company secretaries (ss. 270-280)Private companies (s. 270)270. Private company not required to have secretaryPublic companies (ss. 271-273)271. Public company required to have secretary272. Direction requiring public company to appoint secretary273. Qualifications of secretaries of public companiesProvisions applying to private companies with a secretary and to public companies (ss. 274-279)274. Discharge of functions where office vacant or secretary unable to act274A. Alternative method of record-keeping275. Duty to keep register of secretaries276. Duty to notify registrar of changes277. Particulars of secretaries to be registered: individuals278. Particulars of secretaries to be registered: corporate secretaries and firms279. Particulars of secretaries to be registered: power to make regulationsOption to keep information on the central register (ss. 279A-279F)279A. Right to make an election279B. Effective date of election279C. Effect of election on obligations under sections 275 and 276279D. Duty to notify registrar of changes279E. Withdrawing the election279F. Power to extend option to public companiesNotification of information about secretaries (ss. 279G-279M)279G. Duty to notify registrar of change in secretary or joint secretary279H. Duty to notify registrar of changes of information279I. Notification of changes occurring before company's incorporation279J. Required information about a secretary etc: individuals279K. Required information about a secretary etc: corporate secretaries and firms279L. Firms all of whose partners are joint secretaries279M. Secretary or joint secretary: offence of failure to notify of changesPerson acting in dual capacity (s. 280)280. Acts done by person in dual capacityPart 13 Resolutions and meetings (ss. 281-361)Chapter 1 General provisions about resolutions (ss. 281-287)281. Resolutions282. Ordinary resolutions283. Special resolutions284. Votes: general rules285. Voting by proxy285A. Voting rights on poll or written resolution286. Votes of joint holders of shares287. Saving for provisions of articles as to determination of entitlement to voteChapter 2 Written resolutions (ss. 288-300)General provisions about written resolutions (ss. 288-289)288. Written resolutions of private companies289. Eligible membersCirculation of written resolutions (ss. 290-295)290. Circulation date291. Circulation of written resolutions proposed by directors292. Members' power to require circulation of written resolution293. Circulation of written resolution proposed by members294. Expenses of circulation295. Application not to circulate members' statementAgreeing to written resolutions (ss. 296-297)296. Procedure for signifying agreement to written resolution297. Period for agreeing to written resolutionSupplementary (ss. 298-300)298. Sending documents relating to written resolutions by electronic means299. Publication of written resolution on website300. Relationship between this Chapter and provisions of company's articlesChapter 3 Resolutions at meetings (ss. 301-335)General provisions about resolutions at meetings (s. 301)301. Resolutions at general meetingsCalling meetings (ss. 302-306)302. Directors' power to call general meetings303. Members' power to require directors to call general meeting304. Directors' duty to call meetings required by members305. Power of members to call meeting at company's expense306. Power of court to order meetingNotice of meetings (ss. 307-313)307. Notice required of general meeting307A. Notice required of general meeting: certain meetings of traded companies308. Manner in which notice to be given309. Publication of notice of meeting on website310. Persons entitled to receive notice of meetings311. Contents of notices of meetings311A. Traded companies: publication of information in advance of general meeting312. Resolution requiring special notice313. Accidental failure to give notice of resolution or meetingMembers' statements (ss. 314-317)314. Members' power to require circulation of statements315. Company's duty to circulate members' statement316. Expenses of circulating members' statement317. Application not to circulate members' statementProcedure at meetings (ss. 318-323)318. Quorum at meetings319. Chairman of meeting319A. Traded companies: questions at meetings320. Declaration by chairman on a show of hands321. Right to demand a poll322. Voting on a poll322A. Voting on a poll: votes cast in advance323. Representation of corporations at meetingsProxies (ss. 324-331)324. Rights to appoint proxies324A. Obligation of proxy to vote in accordance with instructions325. Notice of meeting to contain statement of rights326. Company-sponsored invitations to appoint proxies327. Notice required of appointment of proxy etc328. Chairing meetings329. Right of proxy to demand a poll330. Notice required of termination of proxy's authority331. Saving for more extensive rights conferred by articlesAdjourned meetings (s. 332)332. Resolution passed at adjourned meetingElectronic communications (s. 333)333. Sending documents relating to meetings etc in electronic form333A. Traded company: duty to provide electronic address for receipt of proxies etcApplication to class meetings (ss. 334-335)334. Application to class meetings335. Application to class meetings: companies without a share capitalChapter 4 Public companies and traded companies: additional requirements for AGMs (ss. 336-340)336. Public companies and traded companies: annual general meeting337. Public companies and traded companies: notice of AGM338. Public companies: members' power to require circulation of resolutions for AGMs338A. Traded companies: members' power to include other matters in business dealt with at AGM339. Public companies: company's duty to circulate members' resolutions for AGMs340. Public companies: expenses of circulating members' resolutions for AGM340A. Traded companies: duty to circulate members' matters for AGM340B. Traded companies: expenses of circulating members' matters to be dealt with at AGMChapter 5 Additional requirements for quoted companies and traded companies (ss. 341-354)Website publication of poll results (s. 341)341. Results of poll to be made available on websiteIndependent report on poll (ss. 342-351)342. Members' power to require independent report on poll343. Appointment of independent assessor344. Independence requirement345. Meaning of "associate"346. Effect of appointment of a partnership347. The independent assessor's report348. Rights of independent assessor: right to attend meeting etc349. Rights of independent assessor: right to information350. Offences relating to provision of information351. Information to be made available on websiteSupplementary (ss. 352-354)352. Application of provisions to class meetings353. Requirements as to website availability354. Power to limit or extend the types of company to which provisions of this Chapter applyChapter 6 Records of resolutions and meetings (ss. 355-359)355. Records of resolutions and meetings etc356. Records as evidence of resolutions etc357. Records of decisions by sole member358. Inspection of records of resolutions and meetings359. Records of resolutions and meetings of class of membersChapter 7 Supplementary provisions (ss. 360-361)360. Computation of periods of notice etc: clear day rule360A. Electronic meetings and voting360AA. Traded companies: confirmation of receipt of electronic voting360B. Traded companies: requirements for participating in and voting at general meetings360BA. Traded companies: right to confirmation of vote after a general meeting360C. Meaning of "traded company"361. Meaning of "quoted company"Part 14 Control of political donations and expenditure (ss. 362-379)Introductory (s. 362)362. IntroductoryDonations and expenditure to which this Part applies (ss. 363-365)363. Political parties, organisations etc to which this Part applies364. Meaning of "political donation"365. Meaning of "political expenditure"Authorisation required for donations or expenditure (ss. 366-368)366. Authorisation required for donations or expenditure367. Form of authorising resolution368. Period for which resolution has effectRemedies in case of unauthorised donations or expenditure (ss. 369-373)369. Liability of directors in case of unauthorised donation or expenditure370. Enforcement of directors' liabilities by shareholder action371. Enforcement of directors' liabilities by shareholder action: supplementary372. Costs of shareholder action373. Information for purposes of shareholder actionExemptions (ss. 374-378)374. Trade unions375. Subscription for membership of trade association376. All-party parliamentary groups377. Political expenditure exempted by order378. Donations not amounting to more than £5,000 in any twelve month periodSupplementary provisions (s. 379)379. Minor definitionsPart 15 Accounts and reports (ss. 380-474)Chapter 1 Introduction (ss. 380-385)General (s. 380)380. Scheme of this PartCompanies subject to the small companies regime (ss. 381-384B)381. Companies subject to the small companies regime382. Companies qualifying as small: general383. Companies qualifying as small: parent companies384. Companies excluded from the small companies regime384A. Companies qualifying as micro-entities384B. Companies excluded from being treated as micro-entitiesQuoted and unquoted companies (s. 385)385. Quoted and unquoted companiesChapter 2 Accounting records (ss. 386-389)386. Duty to keep accounting records387. Duty to keep accounting records: offence388. Where and for how long records to be kept389. Where and for how long records to be kept: offencesChapter 3 A company's financial year (ss. 390-392)390. A company's financial year391. Accounting reference periods and accounting reference date392. Alteration of accounting reference dateChapter 4 Annual accounts (ss. 393-414)General (s. 393)393. Accounts to give true and fair viewIndividual accounts (ss. 394-397)394. Duty to prepare individual accounts394A. Individual accounts: exemption for dormant subsidiaries394B. Companies excluded from the dormant subsidiaries exemption394C. Dormant subsidiaries exemption: parent undertaking declaration of guarantee395. Individual accounts: applicable accounting framework396. Companies Act individual accounts397. IAS individual accountsGroup accounts: small companies (s. 398) [Heading omitted]398. Option to prepare group accountsGroup accounts (ss. 399-402)399. Duty to prepare group accounts400. Exemption for company included in UK group accounts of larger group401. Exemption for company included in non-UK group accounts of larger group402. Exemption if no subsidiary undertakings need be included in the consolidationGroup accounts: general (ss. 403-408)403. Group accounts: applicable accounting framework404. Companies Act group accounts405. Companies Act group accounts: subsidiary undertakings included in the consolidation406. IAS group accounts407. Consistency of financial reporting within group408. Individual profit and loss account where group accounts preparedInformation to be given in notes to the accounts (ss. 409-413)409. Information about related undertakings410. Information about related undertakings: alternative compliance410A. Information about off-balance sheet arrangements411. Information about employee numbers and costs412. Information about directors' benefits: remuneration413. Information about directors' benefits: advances, credit and guaranteesApproval and signing of accounts (s. 414)414. Approval and signing of accountsChapter 4A Strategic report (ss. 414A-414D)414A. Duty to prepare strategic report414B. Strategic report: small companies exemption414C. Contents of strategic report414CZA. Section 172(1) statement414CA. Non-financial and sustainability information statement414CB. Contents of non-financial and sustainability information statement414D. Approval and signing of strategic reportChapter 5 Directors' report (ss. 415-419A)Directors' report (ss. 415-419A)415. Duty to prepare directors' report415A. Directors' report: small companies exemption416. Contents of directors' report: general417. Contents of directors' report: business review418. Contents of directors' report: statement as to disclosure to auditors419. Approval and signing of directors' report419A. Approval and signing of separate corporate governance statementChapter 6 Quoted companies: directors' remuneration report (ss. 420-422A)420. Duty to prepare directors' remuneration report421. Contents of directors' remuneration report422. Approval and signing of directors' remuneration report422A. Revisions to directors' remuneration policyChapter 7 Publication of accounts and reports (ss. 423-436)Duty to circulate copies of accounts and reports (ss. 423-425)423. Duty to circulate copies of annual accounts and reports424. Time allowed for sending out copies of accounts and reports425. Default in sending out copies of accounts and reports: offencesOption to provide strategic report with supplementary material (ss. 426-426A)426. Option to provide strategic report with supplementary material426A. Supplementary materialSection 172(1) statement: requirements as to website publication (s. 426B-429)426B. Section 172(1) statement to be made available on website427. Form and contents of summary financial statement: unquoted companies428. Form and contents of summary financial statement: quoted companies429. Summary financial statements: offencesQuoted companies: requirements as to website publication (s. 430)430. Quoted companies: annual accounts and reports to be made available on websiteRight of member or debenture holder to demand copies of accounts and reports (ss. 431-432)431. Right of member or debenture holder to copies of accounts and reports: unquoted companies432. Right of member or debenture holder to copies of accounts and reports: quoted companiesRequirements in connection with publication of accounts and reports (ss. 433-436)433. Name of signatory to be stated in published copies of accounts and reports434. Requirements in connection with publication of statutory accounts435. Requirements in connection with publication of non-statutory accounts436. Meaning of "publication" in relation to accounts and reportsChapter 8 Public companies: laying of accounts and reports before general meeting (ss. 437-438)437. Public companies: laying of accounts and reports before general meeting438. Public companies: offence of failure to lay accounts and reportsChapter 9 Quoted companies: members' approval of directors' remuneration report (ss. 439-440)439. Quoted companies: members' approval of directors' remuneration report439A. Quoted companies: members' approval of directors' remuneration policy440. Quoted companies: offences in connection with procedure for approvalChapter 10 Filing of accounts and reports (ss. 441-453)Duty to file accounts and reports (ss. 441-443)441. Duty to file accounts and reports with the registrar442. Period allowed for filing accounts443. Calculation of period allowedFiling obligations of different descriptions of company (ss. 443A-448C)443A. Filing obligations of micro-entities444. Filing obligations of small companies other than micro-entities444A. Filing obligations of companies entitled to small companies exemption in relation to directors' report445. Filing obligations of medium-sized companies446. Filing obligations of unquoted companies447. Filing obligations of quoted companies448. Unlimited companies exempt from obligation to file accounts448A. Dormant subsidiaries exempt from obligation to file accounts448B. Companies excluded from the dormant subsidiaries exemption448C. Dormant subsidiaries filing exemption: parent undertaking declaration of guaranteeRequirements where abbreviated accounts delivered (ss. 449-450)449. Special auditor's report where abbreviated accounts delivered450. Approval and signing of abbreviated accountsFailure to file accounts and reports (ss. 451-453)451. Default in filing accounts and reports: offences452. Default in filing accounts and reports: court order453. Civil penalty for failure to file accounts and reportsChapter 11 Revision of defective accounts and reports (ss. 454-462)Voluntary revision (s. 454)454. Voluntary revision of accounts etcSecretary of State's notice (s. 455)455. Secretary of State's notice in respect of accounts or reportsApplication to court (ss. 456-458)456. Application to court in respect of defective accounts or reports457. Other persons authorised to apply to the court458. Disclosure of information by tax authoritiesPower of authorised person to require documents etc (ss. 459-462)459. Power of authorised person to require documents, information and explanations460. Restrictions on disclosure of information obtained under compulsory powers461. Permitted disclosure of information obtained under compulsory powers462. Power to amend categories of permitted disclosureChapter 12 Supplementary provisions (ss. 463-474)Liability for false or misleading statements in reports and statements (s. 463)463. Liability for false or misleading statements in reports and statementsAccounting and reporting standards (s. 464)464. Accounting standardsCompanies qualifying as medium-sized (ss. 465-467)465. Companies qualifying as medium-sized: general466. Companies qualifying as medium-sized: parent companies467. Companies excluded from being treated as medium-sizedGeneral power to make further provision about accounts and reports (s. 468)468. General power to make further provision about accounts and reports468A. Use or disclosure of profit and loss accounts for certain companiesOther supplementary provisions (ss. 469-474)469. Preparation and filing of accounts in euros470. Power to apply provisions to banking partnerships471. Meaning of "annual accounts" and related expressions472. Notes to the accounts472A. Meaning of "corporate governance statement" etc473. Parliamentary procedure for certain regulations under this Part474. Minor definitionsPart 16 Audit (ss. 475-539)Chapter 1 Requirement for audited accounts (ss. 475-484)Requirement for audited accounts (ss. 475-476)475. Requirement for audited accounts476. Right of members to require auditExemption from audit: small companies (ss. 477-479)477. Small companies: conditions for exemption from audit478. Companies excluded from small companies exemption479. Availability of small companies exemption in case of group companyExemption from audit: qualifying subsidiaries (ss. 479A-479C)479A. Subsidiary companies: conditions for exemption from audit479B. Companies excluded from the subsidiary companies audit exemption479C. Subsidiary companies audit exemption: parent undertaking declaration of guaranteeExemption from audit: dormant companies (ss. 480-481)480. Dormant companies: conditions for exemption from audit481. Companies excluded from dormant companies exemptionCompanies subject to public sector audit (ss. 482-483)482. Non-profit-making companies subject to public sector audit483. Scottish public sector companies: audit by Auditor General for ScotlandGeneral power of amendment by regulations (s. 484)484. General power of amendment by regulationsChapter 2 Appointment of auditors (ss. 485-494)Private companies (ss. 485-488)485. Appointment of auditors of private company: general485A. Appointment of auditors of private company: additional requirements for public interest entities with audit committees485B. Appointment of auditors of private company: additional requirements for public interest entities without audit committees485C. Restriction on appointment of auditor of private company which is a public interest entity486. Appointment of auditors of private company: default power of Secretary of State486A. Defective appointments: default power of Secretary of State487. Term of office of auditors of private company487A. Maximum engagement period: transitional arrangements488. Prevention by members of deemed re-appointment of auditorPublic companies (ss. 489-491A)489. Appointment of auditors of public company: general489A. Appointment of auditors of public company: additional requirements for public interest entities with audit committees489B. Appointment of auditors of public company: additional requirements for public interest entities without audit committees489C. Restriction on appointment of auditor of public company which is a public interest entity490. Appointment of auditors of public company: default power of Secretary of State490A. Defective appointments: default power of Secretary of State491. Term of office of auditors of public company491A. Maximum engagement period: transitional arrangementsGeneral provisions (ss. 492-494A)492. Fixing of auditor's remuneration493. Disclosure of terms of audit appointment494. Disclosure of services provided by auditor or associates and related remuneration494A. Interpretation494ZA. The maximum engagement periodChapter 3 Functions of auditor (ss. 495-509)Auditor's report (ss. 495-497A)495. Auditor's report on company's annual accounts496. Auditor's report on strategic report and director's report497. Auditor's report on auditable part of directors' remuneration report497A. Auditor's report on separate corporate governance statementDuties and rights of auditors (ss. 498-502)498. Duties of auditor498A. Auditor's duties in relation to separate corporate governance statement499. Auditor's general right to information500. Auditor's right to information from overseas subsidiaries501. Auditor's rights to information: offences502. Auditor's rights in relation to resolutions and meetingsSignature of auditor's report (ss. 503-506)503. Signature of auditor's report504. Senior statutory auditor505. Names to be stated in published copies of auditor's report506. Circumstances in which names may be omittedOffences in connection with auditor's report (ss. 507-509)507. Offences in connection with auditor's report508. Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland509. Guidance for regulatory authorities: ScotlandChapter 4 Removal, resignation, etc of auditors (ss. 510-526)Removal of auditor (ss. 510-513)510. Resolution removing auditor from office511. Special notice required for resolution removing auditor from office511A. Public interest companies: application to court to remove auditor from office512. Notice to registrar of resolution removing auditor from office513. Rights of auditor who has been removed from officeFailure to re-appoint auditor (ss. 514-515)514. Failure to re-appoint auditor: special procedure required for written resolution515. Failure to re-appoint auditor: special notice required for resolution at general meetingResignation of auditor (ss. 516-518)516. Resignation of auditor517. Notice to registrar of resignation of auditor518. Rights of resigning auditorStatement by auditor on ceasing to hold office (ss. 519-525)519. Statement by auditor to be sent to company519A. Meaning of "public interest company", "non-public interest company" and "exempt reasons"520. Company's duties in relation to statement521. Copy of statement to be sent to registrar522. Duty of auditor to send statement to appropriate audit authority523. Duty of company to notify appropriate audit authority524. Provision of information to accounting authorities525. Meaning of "appropriate audit authority"Supplementary (s. 526)526. Effect of casual vacanciesChapter 5 Quoted companies: right of members to raise audit concerns at accounts meeting (ss. 527-531)527. Members' power to require website publication of audit concerns528. Requirements as to website availability529. Website publication: company's supplementary duties530. Website publication: offences531. Meaning of "quoted company"Chapter 6 Auditors' liability (ss. 532-538)Voidness of provisions protecting auditors from liability (s. 532)532. Voidness of provisions protecting auditors from liabilityIndemnity for costs of defending proceedings (s. 533)533. Indemnity for costs of successfully defending proceedingsLiability limitation agreements (ss. 534-538)534. Liability limitation agreements535. Terms of liability limitation agreement536. Authorisation of agreement by members of the company537. Effect of liability limitation agreement538. Disclosure of agreement by companyChapter 7 Supplementary provisions (ss. 538A-539)538A. Meaning of "corporate governance statement" etc539. Minor definitionsPart 17 A company's share capital (ss. 540-657)Chapter 1 Shares and share capital of a company (ss. 540-548)Shares (ss. 540-546)540. Shares541. Nature of shares542. Nominal value of shares543. Numbering of shares544. Transferability of shares545. Companies having a share capital546. Issued and allotted share capitalShare capital (ss. 547-548)547. Called-up share capital548. Equity share capitalChapter 2 Allotment of shares: general provisions (ss. 549-559)Power of directors to allot shares (ss. 549-551)549. Exercise by directors of power to allot shares etc550. Power of directors to allot shares etc: private company with only one class of shares551. Power of directors to allot shares etc: authorisation by companyProhibition of commissions, discounts and allowances (ss. 552-553)552. General prohibition of commissions, discounts and allowances553. Permitted commissionRegistration of allotment (s. 554)554. Registration of allotmentReturn of allotment (ss. 555-557)555. Return of allotment by limited company556. Return of allotment by unlimited company allotting new class of shares557. Offence of failure to make returnSupplementary provisions (ss. 558-559)558. When shares are allotted559. Provisions about allotment not applicable to shares taken on formationChapter 3 Allotment of equity securities: existing shareholders' right of pre-emption (ss. 560-577)Introductory (s. 560)560. Meaning of "equity securities" and related expressionsExisting shareholders' right of pre-emption (ss. 561-563)561. Existing shareholders' right of pre-emption562. Communication of pre-emption offers to shareholders563. Liability of company and officers in case of contraventionExceptions to right of pre-emption (ss. 564-566A)564. Exception to pre-emption right: bonus shares565. Exception to pre-emption right: issue for non-cash consideration566. Exception to pre-emption right: securities held under employees' share scheme566A Exception to pre-emption right: companies in financial difficultyExclusion of right of pre-emption (ss. 567-568)567. Exclusion of requirements by private companies568. Exclusion of pre-emption right: articles conferring corresponding rightDisapplication of pre-emption rights (ss. 569-573)569. Disapplication of pre-emption rights: private company with only one class of shares570. Disapplication of pre-emption rights: directors acting under general authorisation571. Disapplication of pre-emption rights by special resolution572. Liability for false statement in directors' statement573. Disapplication of pre-emption rights: sale of treasury sharesSupplementary (ss. 574-577)574. References to holder of shares in relation to offer575. Saving for other restrictions on offer or allotment576. Saving for certain older pre-emption requirements577. Provisions about pre-emption not applicable to shares taken on formationChapter 4 Public companies: allotment where issue not fully subscribed (ss. 578-579)578. Public companies: allotment where issue not fully subscribed579. Public companies: effect of irregular allotment where issue not fully subscribedChapter 5 Payment for shares (ss. 580-592)General rules (ss. 580-583)580. Shares not to be allotted at a discount581. Provision for different amounts to be paid on shares582. General rule as to means of payment583. Meaning of payment in cashAdditional rules for public companies (ss. 584-587)584. Public companies: shares taken by subscribers of memorandum585. Public companies: must not accept undertaking to do work or perform services586. Public companies: shares must be at least one-quarter paid up587. Public companies: payment by long-term undertakingSupplementary provisions (ss. 588-592)588. Liability of subsequent holders of shares589. Power of court to grant relief590. Penalty for contravention of this Chapter591. Enforceability of undertakings to do work etc592. The appropriate rate of interestChapter 6 Public companies: independent valuation of non-cash consideration (ss. 593-609)Non-cash consideration for shares (ss. 593-597)593. Public company: valuation of non-cash consideration for shares594. Exception to valuation requirement: arrangement with another company595. Exception to valuation requirement: merger or division596. Non-cash consideration for shares: requirements as to valuation and report597. Copy of report to be delivered to registrarTransfer of non-cash asset in initial period (ss. 598-604)598. Public company: agreement for transfer of non-cash asset in initial period599. Agreement for transfer of non-cash asset: requirement of independent valuation600. Agreement for transfer of non-cash asset: requirements as to valuation and report601. Agreement for transfer of non-cash asset: requirement of approval by members602. Copy of resolution to be delivered to registrar603. Adaptation of provisions in relation to company re-registering as public604. Agreement for transfer of non-cash asset: effect of contraventionSupplementary provisions (ss. 605-609)605. Liability of subsequent holders of shares606. Power of court to grant relief607. Penalty for contravention of this Chapter608. Enforceability of undertakings to do work etc609. The appropriate rate of interestChapter 7 Share premiums (ss. 610-616)The share premium account (s. 610)610. Application of share premiumsRelief from requirements as to share premiums (ss. 611-615)611. Group reconstruction relief612. Merger relief613. Merger relief: meaning of 90% equity holding614. Power to make further provision by regulations615. Relief may be reflected in company's balance sheetSupplementary provisions (s. 616)616. Interpretation of this ChapterChapter 8 Alteration of share capital (ss. 617-628)How share capital may be altered (s. 617)617. Alteration of share capital of limited companySubdivision or consolidation of shares (ss. 618-619)618. Sub-division or consolidation of shares619. Notice to registrar of sub-division or consolidationReconversion of stock into shares (ss. 620-621)620. Reconversion of stock into shares621. Notice to registrar of reconversion of stock into sharesRedenomination of share capital (ss. 622-628)622. Redenomination of share capital623. Calculation of new nominal values624. Effect of redenomination625. Notice to registrar of redenomination626. Reduction of capital in connection with redenomination627. Notice to registrar of reduction of capital in connection with redenomination628. Redenomination reserveChapter 9 Classes of share and class rights (ss. 629-640)Introductory (s. 629)629. Classes of sharesVariation of class rights (ss. 630-635)630. Variation of class rights: companies having a share capital631. Variation of class rights: companies without a share capital632. Variation of class rights: saving for court's powers under other provisions633. Right to object to variation: companies having a share capital634. Right to object to variation: companies without a share capital635. Copy of court order to be forwarded to the registrarMatters to be notified to the registrar (ss. 636-640)636. Notice of name or other designation of class of shares637. Notice of particulars of variation of rights attached to shares638. Notice of new class of members639. Notice of name or other designation of class of members640. Notice of particulars of variation of class rightsChapter 10 Reduction of share capital (ss. 641-653)Introductory (s. 641)641. Circumstances in which a company may reduce its share capitalPrivate companies: reduction of capital supported by solvency statement (ss. 642-644)642. Reduction of capital supported by solvency statement643. Solvency statement644. Registration of resolution and supporting documentsReduction of capital confirmed by the court (ss. 645-649)645. Application to court for order of confirmation646. Creditors entitled to object to reduction647. Offences in connection with list of creditors648. Court order confirming reduction649. Registration of order and statement of capitalPublic company reducing capital below authorised minimum (ss. 650-651)650. Public company reducing capital below authorised minimum651. Expedited procedure for re-registration as a private companyEffect of reduction of capital (ss. 652-653)652. Liability of members following reduction of capital653. Liability to creditor in case of omission from list of creditorsChapter 11 Miscellaneous and supplementary provisions (ss. 654-657)654. Treatment of reserve arising from reduction of capital655. Shares no bar to damages against company656. Public companies: duty of directors to call meeting on serious loss of capital657. General power to make further provision by regulationsPart 18 Acquisition by limited company of its own shares (ss. 658-737)Chapter 1 General provisions (ss. 658-676)Introductory (ss. 658-659)658. General rule against limited company acquiring its own shares659. Exceptions to general ruleShares held by company's nominee (ss. 660-661)660. Treatment of shares held by nominee661. Liability of others where nominee fails to make payment in respect of sharesShares held by or for public company (ss. 662-669)662. Duty to cancel shares in public company held by or for the company663. Notice of cancellation of shares664. Re-registration as private company in consequence of cancellation665. Issue of certificate of incorporation on re-registration666. Effect of failure to re-register667. Offence in case of failure to cancel shares or re-register668. Application of provisions to company re-registering as public company669. Transfer to reserve on acquisition of shares by public company or nomineeCharges of public company on own shares (s. 670)670. Public companies: general rule against lien or charge on own sharesSupplementary provisions (ss. 671-676)671. Interests to be disregarded in determining whether company has beneficial interest672. Residual interest under pension scheme or employees' share scheme673. Employer's charges and other rights of recovery674. Rights as personal representative or trustee675. Meaning of "pension scheme"676. Application of provisions to directorsChapter 2 Financial assistance for purchase of own shares (ss. 677-683)Introductory (s. 677)677. Meaning of "financial assistance"Circumstances in which financial assistance prohibited (ss. 678-680)678. Assistance for acquisition of shares in public company679. Assistance by public company for acquisition of shares in its private holding company680. Prohibited financial assistance an offenceExceptions from prohibition (ss. 681-682)681. Unconditional exceptions682. Conditional exceptionsSupplementary (s. 683)683. Definitions for this ChapterChapter 3 Redeemable shares (ss. 684-689)684. Power of limited company to issue redeemable shares685. Terms and manner of redemption686. Payment for redeemable shares687. Financing of redemption688. Redeemed shares treated as cancelled689. Notice to registrar of redemptionChapter 4 Purchase of own shares (ss. 690-708)General provisions (ss. 690-692)690. Power of limited company to purchase own shares691. Payment for purchase of own shares692. Financing of purchase of own sharesAuthority for purchase of own shares (ss. 693-693A)693. Authority for purchase of own shares693A. Authority for off-market purchase for the purposes of or pursuant to an employees' share schemeAuthority for off-market purchase (ss. 694-700)694. Authority for off-market purchase695. Resolution authorising off-market purchase: exercise of voting rights696. Resolution authorising off-market purchase: disclosure of details of contract697. Variation of contract for off-market purchase698. Resolution authorising variation: exercise of voting rights699. Resolution authorising variation: disclosure of details of variation700. Release of company's rights under contract for off-market purchaseAuthority for market purchase (s. 701)701. Authority for market purchaseSupplementary provisions (ss. 702-708)702. Copy of contract or memorandum to be available for inspection703. Enforcement of right to inspect copy or memorandum704. No assignment of company's right to purchase own shares705. Payments apart from purchase price to be made out of distributable profits706. Treatment of shares purchased707. Return to registrar of purchase of own shares708. Notice to registrar of cancellation of sharesChapter 5 Redemption or purchase by private company out of capital (ss. 709-723)Introductory (s. 709)709. Power of private limited company to redeem or purchase own shares out of capitalThe permissible capital payment (ss. 710-712)710. The permissible capital payment711. Available profits712. Determination of available profitsRequirements for payment out of capital (ss. 713-720)713. Requirements for payment out of capital714. Directors' statement and auditor's report715. Directors' statement: offence if no reasonable grounds for opinion716. Payment to be approved by special resolution717. Resolution authorising payment: exercise of voting rights718. Resolution authorising payment: disclosure of directors' statement and auditor's report719. Public notice of proposed payment720. Directors' statement and auditor's report to be available for inspectionRequirements for payment out of capital: employees' share schemes (ss. 720A-720B)720A. Reduced requirements for payment out of capital for purchase of own shares for the purposes of or pursuant to an employees' share scheme720B. Registration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees' share schemeObjection to payment by members or creditors (ss. 721-722)721. Application to court to cancel resolution722. Notice to registrar of court application or orderSupplementary provisions (s. 723)723. Time when payment out of capital to be made or shares to be surrenderedChapter 6 Treasury shares (ss. 724-732)724. Treasury shares725. Treasury shares: maximum holdings726. Treasury shares: exercise of rights727. Treasury shares: disposal728. Treasury shares: notice of disposal729. Treasury shares: cancellation730. Treasury shares: notice of cancellation731. Treasury shares: treatment of proceeds of sale732. Treasury shares: offencesChapter 7 Supplementary provisions (ss. 733-737)733. The capital redemption reserve734. Accounting consequences of payment out of capital735. Effect of company's failure to redeem or purchase736. Meaning of "distributable profits"737. General power to make further provision by regulationsPart 19 Debentures (ss. 738-754)General provisions (ss. 738-742)738. Meaning of "debenture"739. Perpetual debentures740. Enforcement of contract to subscribe for debentures741. Registration of allotment of debentures742. Debentures to bearer (Scotland)Register of debenture holders (ss. 743-748)743. Register of debenture holders744. Register of debenture holders: right to inspect and require copy745. Register of debenture holders: response to request for inspection or copy746. Register of debenture holders: refusal of inspection or default in providing copy747. Register of debenture holders: offences in connection with request for or disclosure of information748. Time limit for claims arising from entry in registerSupplementary provisions (ss. 749-754)749. Right of debenture holder to copy of deed750. Liability of trustees of debentures751. Liability of trustees of debentures: saving for certain older provisions752. Power to re-issue redeemed debentures753. Deposit of debentures to secure advances754. Priorities where debentures secured by floating chargePart 20 Private and public companies (ss. 755-767)Chapter 1 Prohibition of public offers by private companies (ss. 755-760)755. Prohibition of public offers by private company756. Meaning of "offer to the public"757. Enforcement of prohibition: order restraining proposed contravention758. Enforcement of prohibition: orders available to the court after contravention759. Enforcement of prohibition: remedial order760. Validity of allotment etc not affectedChapter 2 Minimum share capital requirement for public companies (ss. 761-767)761. Public company: requirement as to minimum share capital762. Procedure for obtaining certificate763. The authorised minimum764. Power to alter authorised minimum765. Authorised minimum: application of initial requirement766. Authorised minimum: application where shares denominated in different currencies etc767. Consequences of doing business etc without a trading certificatePart 21 Certification and transfer of securities (ss. 768-790)Chapter 1 Certification and transfer of securities: general (ss. 768-782)Share certificates (s. 768)768. Share certificate to be evidence of titleIssue of certificates etc on allotment (s. 769)769. Duty of company as to issue of certificates etc on allotmentTransfer of securities (ss. 770-775)770. Registration of transfer771. Procedure on transfer being lodged772. Transfer of shares on application of transferor773. Execution of share transfer by personal representative774. Evidence of grant of probate etc775. Certification of instrument of transferIssue of certificates etc on transfer (ss. 776-777)776. Duty of company as to issue of certificates etc on transfer777. Issue of certificates etc: cases within the Stock Transfer Act 1982Issue of certificates etc on allotment or transfer to financial institution (s. 778)778. Issue of certificates etc: allotment or transfer to financial institutionShare warrants (ss. 779-781)779. Prohibition on issue of new share warrants and effect of existing share warrants780. Duty of company as to issue of certificates on surrender of share warrant781. Offences in connection with share warrants (Scotland)Supplementary provisions (s. 782)782. Issue of certificates etc: court order to make good defaultChapter 2 Evidencing and transfer of title to securities without written instrument (ss. 783-790)Introductory (ss. 783-784)783. Scope of this Chapter784. Power to make regulationsPowers exercisable (ss. 785-787)785. Provision enabling procedures for evidencing and transferring title786. Provision enabling or requiring arrangements to be adopted787. Provision enabling or requiring arrangements to be adopted: order-making powersSupplementary (ss. 788-790)788. Provision that may be included in regulations789. Duty to consult790. Resolutions to be forwarded to registrarPart 21A Information about people with significant control (ss. 790A-790ZG)Chapter 1 Introduction (ss. 790A-790CA)790A. Overview790B. Companies to which this Part applies790C. Key terms790CA. References to "confirmation" etc of informationChapter 2 Information-Gathering (ss. 790D-790L)Duty on companies (ss. 790CB-790F)790CB. Duty to find out about persons with significant control790D. Company’s duty to give notices to persons with significant control790DA. Obtaining information from third parties790E. Company’s duty to find out about changes in PSC information790EA Company’s duty to find out about persons ceasing to be PSCs790EB. Company’s duty to notify failure to comply with notices790EC. Company’s duty to notify of late compliance with notices790ED. Company's duty to notify that it has given a restrictions notice790EE. Company's duty to notify that it has withdrawn a restrictions notice790EF. Company's duty to notify that court has ended restrictions790F. Failure by company to comply with information dutiesDuty on others (ss. 790G-790HA)790G. Duty to notify company on becoming PSC790H. Duty to notify company of changes in PSC information790HA. Duty to notify company of ceasing to be a PSCCompliance (s. 790I)790I. Enforcement of disclosure requirementsPower to impose further duties (s. 790IA)790IA. Power to impose further duties involving nominee shareholdersExemption from information and registration requirements (s. 790J)790J. Power to make exemptionsRequired particulars (ss. 790K-790L)790K. Required particulars790L Required particulars: power to amendChapter 2A Duty to notify registrar of persons with significant control and ID verification (ss. 790LA-790LL)Duty to notify registrar of persons with significant control (ss. 790LA-790LC)790LA. Duty to notify registrar of confirmed persons with significant control790LB. Option to provide ID verification information in notice of change790LC. Duty to notify registrar of unconfirmed persons with significant controlDuty to notify registrar of changes in required particulars (ss. 790LD-790LE)790LD. Duties to notify of changes in required particulars790LE. Duty to notify of pre-incorporation changes in required particularsDuty to notify registrar of person ceasing to be person with significant control etc (ss. 790LF-790LL)790LF. Duty to notify registrar when person ceases to have significant control790LG. Notification of someone not becoming person with significant control on incorporation790LH. Duty to notify registrar if company has no persons with significant control790LI. Power to create further duties to notify information790LJ. Persons with significant control: offence of failure to notify790LK. Power of court to order company to remedy defaults or delay790LL. Information as to whether information has been deliveredIdentity verification obligations for persons with significant control (ss. 790LM-790LT)790LM. Initial identity verification: registrable persons790LN. Initial identity verification for registrable persons: transitional cases790LO. Initial identity verification: registrable relevant legal entities790LP. Initial identity verification in respect of registrable relevant legal entities: transitional cases790LQ. Registrable persons: duty to maintain verified identity status790LR. Registrable relevant legal entities: duty to maintain registered officer whose identity is verified790LS. Registrable relevant legal entities: change of registered relevant officer790LT. Offence of failing to comply with sections 790LM to 790LRChapter 3 Register of People With Significant Control (ss. 790M-790VA)790M. Duty to keep register790N. Register to be kept available for inspection790O. Rights to inspect and require copies790P. PSC register: response to request for inspection or copy790Q. PSC register: refusal of inspection or default in providing copy790R. PSC register: offences in connection with request for or disclosure of information790S. Information as to state of register790T. Protected information790U. Removal of entries from the register790V. Power of court to rectify register790VA. Notification of changes to the registrarChapter 4 Alternative Method of Record-Keeping (ss. 790W-790ZE)790W. Introductory790X. Right to make an election790Y. Effective date of election790Z. Effect of election on obligations under Chapter 3790ZA. Duty to notify registrar of changes790ZB. Information as to state of central register790ZC. Power of court to order company to remedy default or delay790ZD. Withdrawing the election790ZE. Power to extend option to public companiesChapter 5 Protection From Disclosure (ss. 790ZF-790ZH)790ZF. Protection of information as to usual residential address790ZG. Power to make regulations protecting material790ZH. Offence of failing to comply with regulations under section 790ZGPart 22 Information about interests in a company's shares (ss. 791-828)Introductory (ss. 791-792)791. Companies to which this Part applies792. Shares to which this Part appliesNotice requiring information about interests in shares (ss. 793-796)793. Notice by company requiring information about interests in its shares794. Notice requiring information: order imposing restrictions on shares795. Notice requiring information: offences796. Notice requiring information: persons exempted from obligation to complyOrders imposing restrictions on shares (ss. 797-802)797. Consequences of order imposing restrictions798. Penalty for attempted evasion of restrictions799. Relaxation of restrictions800. Removal of restrictions801. Order for sale of shares802. Application of proceeds of sale under court orderPower of members to require company to act (ss. 803-807)803. Power of members to require company to act804. Duty of company to comply with requirement805. Report to members on outcome of investigation806. Report to members: offences807. Right to inspect and request copy of reportsRegister of interests disclosed (ss. 808-819)808. Register of interests disclosed809. Register to be kept available for inspection810. Associated index811. Rights to inspect and require copy of entries812. Court supervision of purpose for which rights may be exercised813. Register of interests disclosed: refusal of inspection or default in providing copy814. Register of interests disclosed: offences in connection with request for or disclosure of information815. Entries not to be removed from register816. Removal of entries from register: old entries817. Removal of entries from register: incorrect entry relating to third party818. Adjustment of entry relating to share acquisition agreement819. Duty of company ceasing to be public companyMeaning of interest in shares (ss. 820-825)820. Interest in shares: general821. Interest in shares: right to subscribe for shares822. Interest in shares: family interests823. Interest in shares: corporate interests824. Interest in shares: agreement to acquire interests in a particular company825. Extent of obligation in case of share acquisition agreementOther supplementary provisions (ss. 826-828)826. Information protected from wider disclosure827. Reckoning of periods for fulfilling obligations828. Power to make further provision by regulationsPart 23 Distributions (ss. 829-853)Chapter 1 Restrictions on when distributions may be made (ss. 829-835)Introductory (s. 829)829. Meaning of "distribution"General rules (ss. 830-831)830. Distributions to be made only out of profits available for the purpose831. Net asset restriction on distributions by public companiesDistributions by investment companies or Solvency 2 insurance companies (ss. 832-835)832. Distributions by investment companies out of accumulated revenue profits833. Meaning of "investment company"833A. Distributions by insurance companies authorised under the Solvency 2 Directive834. Investment company: condition as to holdings in other companies835. Power to extend provisions relating to investment companiesChapter 2 Justification of distribution by reference to accounts (ss. 836-840)Justification of distribution by reference to accounts (s. 836)836. Justification of distribution by reference to relevant accountsRequirements applicable in relation to relevant accounts (ss. 837-839)837. Requirements where last annual accounts used838. Requirements where interim accounts used839. Requirements where initial accounts usedApplication of provisions to successive distributions etc (s. 840)840. Successive distributions etc by reference to the same accountsChapter 3 Supplementary provisions (ss. 841-853)Accounting matters (ss. 841-844)841. Realised losses and profits and revaluation of fixed assets842. Determination of profit or loss in respect of asset where records incomplete843. Realised profits and losses of long-term insurance business of certain insurance companies844. Treatment of development costsDistributions in kind (ss. 845-846)845. Distributions in kind: determination of amount846. Distributions in kind: treatment of unrealised profitsConsequences of unlawful distribution (s. 847)847. Consequences of unlawful distributionOther matters (ss. 848-853)848. Saving for certain older provisions in articles849. Restriction on application of unrealised profits850. Treatment of certain older profits or losses851. Application of rules of law restricting distributions852. Saving for other restrictions on distributions853. Minor definitionsPart 24 Annual confirmation of accuracy of information on register (ss. 853A-853L)853A. Duty to deliver confirmation statements853B. Duties to notify a relevant event853BA. Duty to confirm lawful purpose853C. Duty to notify a change in company's principal business activities853CA. Duty to notify a change in registered office853CB. Duty to notify a change in registered email address853D. Duty to deliver statement of capital853E. Duty to notify trading status of shares853F. Duty to deliver shareholder information: non-traded companies853G. Duty to deliver shareholder information: certain traded companies853H. Duty to deliver information about exemption from Part 21A853I. Duty to deliver information about people with significant control853J. Power to amend duties to deliver certain information853K. Confirmation statements: power to make further provision by regulations853L. Failure to deliver confirmation statement854. Duty to deliver annual returns [Substituted with new Part 24]855. Contents of annual return: general [Substituted with new Part 24]855A. Required particulars of directors and secretaries [Substituted with new Part 24]856. Contents of annual return: information about shares and share capital [Substituted with new Part 24]856A. Contents of annual return: information about shareholders: non-traded companies [Substituted with new Part 24]856B. Contents of annual return: information about shareholders: traded companies [Substituted with new Part 24]857. Contents of annual return: power to make further provision by regulations [Substituted with new Part 24]858. Failure to deliver annual return [Substituted with new Part 24]859. Application of provisions to shadow directorsPart 25 Company charges (ss. 859A-894)Chapter A1 Registration of company charges (ss. 859A-859Q)Company charges (ss. 859A-859G)859A. Charges created by a company859B. Charge in series of debentures859C. Charges existing on property or undertaking acquired859D. Particulars to be delivered to registrar859E. Date of creation of charge859F. Extension of period allowed for delivery859G. Personal information etc in certified copiesConsequence of non-delivery (s. 859H)859H. Consequence of failure to deliver chargesThe register (ss. 859I-859O)859I. Entries on the register859J. Company holding property or undertaking as trustee859K. Registration of enforcement of security859L. Entries of satisfaction and release859M. Rectification of register859N. Replacement of instrument or debenture859O. Notification of addition to or amendment of chargeCompanies' records and registers (ss. 859P-859Q)859P. Companies to keep copies of instruments creating and amending charges859Q. Instruments creating charges to be available for inspectionChapter 1 Companies registered in England and Wales or in Northern Ireland (ss. 860-877)Requirement to register company charges (ss. 860-862)860. Charges created by a company861. Charges which have to be registered: supplementary862. Charges existing on property acquiredSpecial rules about debentures (ss. 863-865)863. Charge in series of debentures864. Additional registration requirement for commission etc in relation to debentures865. Endorsement of certificate on debenturesCharges in other jurisdictions (ss. 866-867)866. Charges created in, or over property in, jurisdictions outside the United Kingdom867. Charges created in, or over property in, another United Kingdom jurisdictionOrders charging land: Northern Ireland (s. 868)868. Northern Ireland: registration of certain charges etc. affecting landThe register of charges (ss. 869-873)869. Register of charges to be kept by registrar870. The period allowed for registration871. Registration of enforcement of security872. Entries of satisfaction and release873. Rectification of register of chargesAvoidance of certain charges (s. 874)874. Consequence of failure to register charges created by a companyCompanies' records and registers (ss. 875-877)875. Companies to keep copies of instruments creating charges876. Company's register of charges877. Instruments creating charges and register of charges to be available for inspectionChapter 2 Companies registered in Scotland (ss. 878-892)Charges requiring registration (ss. 878-881)878. Charges created by a company879. Charges which have to be registered: supplementary880. Duty to register charges existing on property acquired881. Charge by way of ex facie absolute disposition, etcSpecial rules about debentures (ss. 882-883)882. Charge in series of debentures883. Additional registration requirement for commission etc in relation to debenturesCharges on property outside the United Kingdom (s. 884)884. Charges on property outside United KingdomThe register of charges (ss. 885-888)885. Register of charges to be kept by registrar886. The period allowed for registration887. Entries of satisfaction and relief888. Rectification of register of chargesAvoidance of certain charges (s. 889)889. Charges void unless registeredCompanies' records and registers (ss. 890-892)890. Copies of instruments creating charges to be kept by company891. Company's register of charges892. Instruments creating charges and register of charges to be available for inspectionChapter 3 Powers of the Secretary of State (ss. 893-894)893. Power to make provision for effect of registration in special register894. General power to make amendments to this PartPart 26 Arrangements and reconstructions: General (ss. 895-901)Application of this Part (s. 895)895. Application of this PartMeeting of creditors or members (ss. 896-898)896. Court order for holding of meeting897. Statement to be circulated or made available898. Duty of directors and trustees to provide informationCourt sanction for compromise or arrangement (s. 899)899. Court sanction for compromise or arrangementSpecial cases (s. 899A)899A. Moratorium debts, etc Reconstructions and amalgamations (s. 900)900. Powers of court to facilitate reconstruction or amalgamationObligations of company with respect to articles etc (s. 901)901. Obligations of company with respect to articles etcPart 26A Arrangements and reconstructions: companies in financial difficulty (ss. 901A-901L)Application of this Part (ss. 901A.-901B)901A. Application of this Part901B. Power to exclude companies providing financial services, etcMeeting of creditors or members (ss. 901C-901E)901C. Court order for holding of meeting901D. Statement to be circulated or made available901E. Duty of directors and trustees to provide informationCourt sanction for compromise or arrangement (ss. 901F-901G)901F. Court sanction for compromise or arrangement901G. Sanction for compromise or arrangement where one or more classes dissentSpecial cases (ss. 901H-901I)901H. Moratorium debts, etc901I. Pension schemesReconstructions and amalgamations (s. 901J)901J. Powers of court to facilitate reconstruction or amalgamationObligations of company with respect to articles etc (s. 901K)901K. Obligations of company with respect to articles etcPower to amend Act (s. 901L)901L. Power to amend ActPart 27 Mergers and divisions of public companies (ss. 902-941)Chapter 1 Introductory (ss. 902-903)902. Application of this Part903. Relationship of this Part to Parts 26 and 26AChapter 2 Merger (ss. 904-918A)Introductory (s. 904)904. Mergers and merging companiesRequirements applicable to merger (ss. 905-914)905. Draft terms of scheme (merger)906. Publication of draft terms by registrar (merger)906A. Publication of draft terms on company website (merger)907. Approval of members of merging companies908. Directors' explanatory report (merger)909. Expert's report (merger)910. Supplementary accounting statement (merger)911. Inspection of documents (merger)911A. Publication of documents on company website (merger)911B. Report on material changes of assets of merging companies912. Approval of articles of new transferee company (merger)913. Protection of holders of securities to which special rights attached (merger)914. No allotment of shares to transferor company or transferee company (merger)Exceptions where shares of transferor company held by transferee company (ss. 915-917)915. Circumstances in which certain particulars and reports not required (merger)915A. Other circumstances in which reports and inspection not required (merger)916. Circumstances in which meeting of members of transferee company not required (merger)917. Circumstances in which no meetings required (merger)Other exceptions (ss. 917A-918A)917A. Other circumstances in which meeting of members of transferor company not required (merger)918. Other circumstances in which meeting of members of transferee company not required (merger)918A. Agreement to dispense with reports etc (merger)Chapter 3 Division (ss. 919-934)Introductory (s. 919)919. Divisions and companies involved in a divisionRequirements to be complied with in case of division (ss. 920-930)920. Draft terms of scheme (division)921. Publication of draft terms by registrar (division)921A. Publication of draft terms on company website (division)922. Approval of members of companies involved in the division923. Directors' explanatory report (division)924. Expert's report (division)925. Supplementary accounting statement (division)926. Inspection of documents (division)926A. Publication of documents on company website (division)927. Report on material changes of assets of transferor company (division)928. Approval of articles of new transferee company (division)929. Protection of holders of securities to which special rights attached (division)930. No allotment of shares to transferor company or to transferee company (division)Exceptions where shares of transferor company held by transferee company (s. 931)931. Circumstances in which meeting of members of transferor company not required (division)Other exceptions (ss. 932-934)931A. Other circumstances in which meeting of members of transferor company not required (division)932. Circumstances in which meeting of members of transferee company not required (division)933. Agreement to dispense with reports etc (division)933A. Certain requirements excluded where shareholders given proportional rights (division)934. Power of court to exclude certain requirements (division)Chapter 4 Supplementary provisions (ss. 935-941)Expert's report and related matters (ss. 935-937)935. Expert's report: valuation by another person936. Experts and valuers: independence requirement937. Experts and valuers: meaning of "associate"Powers of the court (ss. 938-939)938. Power of court to summon meeting of members or creditors of existing transferee company939. Court to fix date for transfer of undertaking etc of transferor companyLiability of transferee companies (s. 940)940. Liability of transferee companies for each other's defaultsInterpretation (s. 941)941. Meaning of "liabilities" and "property"Disruption of websites (s. 940A)940A Disregard of website failures beyond control of companyPart 28 Takeovers etc (ss. 942-992)Chapter 1 The Takeover Panel (ss. 942-965)The Panel and its rules (ss. 942-946)942. The Panel943. Rules944. Further provisions about rules945. Rulings946. DirectionsInformation (ss. 947-949)947. Power to require documents and information948. Restrictions on disclosure949. Offence of disclosure in contravention of section 948Co-operation (s. 950)950. Panel's duty of co-operationHearings and appeals (s. 951)951. Hearings and appealsContravention of rules etc (ss. 952-956)952. Sanctions953. Failure to comply with rules about bid documentation954. Compensation955. Enforcement by the court956. No action for breach of statutory duty etcFunding (ss. 957-959)957. Fees and charges958. Levy959. Recovery of fees, charges or levyMiscellaneous and supplementary (ss. 960-965)960. Panel as party to proceedings961. Exemption from liability in damages962. Privilege against self-incrimination963. Annual reports964. Amendments to Financial Services and Markets Act 2000965. Power to extend to Isle of Man and Channel IslandsChapter 2 Impediments to takeovers (ss. 966-973)Opting in and opting out (ss. 966-967)966. Opting in and opting out967. Further provision about opting-in and opting-out resolutionsConsequences of opting in (ss. 968-969)968. Effect on contractual restrictions969. Power of offeror to require general meeting to be calledSupplementary (ss. 970-973)970. Communication of decisions971. Interpretation of this Chapter972. Transitory provision973. Power to extend to Isle of Man and Channel IslandsChapter 3 "Squeeze-out" and "Sell-out" (ss. 974-991)Takeover offers (ss. 974-978)974. Meaning of "takeover offer"975. Shares already held by the offeror etc976. Cases where offer treated as being on same terms977. Shares to which an offer relates978. Effect of impossibility etc of communicating or accepting offer"Squeeze-out" (ss. 979-982)979. Right of offeror to buy out minority shareholder980. Further provision about notices given under section 979981. Effect of notice under section 979982. Further provision about consideration held on trust under section 981(9)"Sell-out" (ss. 983-985)983. Right of minority shareholder to be bought out by offeror984. Further provision about rights conferred by section 983985. Effect of requirement under section 983Supplementary (ss. 986-987)986. Applications to the court987. Joint offersInterpretation (ss. 988-991)988. Associates989. Convertible securities990. Debentures carrying voting rights991. InterpretationChapter 4 Amendments to Part 7 of the Companies Act 1985 (s. 992)992. Matters to be dealt with in directors' reportPart 29 Fraudulent trading (s. 993)993. Offence of fraudulent tradingPart 30 Protection of members against unfair prejudice (ss. 994-999)Main provisions (ss. 994-996)994. Petition by company member995. Petition by Secretary of State996. Powers of the court under this PartSupplementary provisions (ss. 997-999)997. Application of general rule-making powers998. Copy of order affecting company's constitution to be delivered to registrar999. Supplementary provisions where company's constitution alteredPart 31 Dissolution and restoration to the register (ss. 1000-1034)Chapter 1 Striking off (ss. 1000-1011)Registrar's power to strike off defunct company (ss. 1000-1002)1000. Power to strike off company not carrying on business or in operation1001. Duty to act in case of company being wound up1002. Supplementary provisions as to service of communication or noticeRegistrar's power to strike off company registered on false basis (s. 1002A)1002A. Power to strike off company registered on false basisVoluntary striking off (ss. 1003-1011)1003. Striking off on application by company1004. Circumstances in which application not to be made: activities of company1005. Circumstances in which application not to be made: other proceedings not concluded1006. Copy of application to be given to members, employees, etc1007. Copy of application to be given to new members, employees, etc1008. Copy of application: provisions as to service of documents1009. Circumstances in which application to be withdrawn1010. Withdrawal of application1011. Meaning of "creditor"Chapter 2 Property of dissolved company (ss. 1012-1023)Property vesting as bona vacantia (ss. 1012-1014)1012. Property of dissolved company to be bona vacantia1013. Crown disclaimer of property vesting as bona vacantia1014. Effect of Crown disclaimerEffect of Crown disclaimer: England and Wales and Northern Ireland (ss. 1015-1019)1015. General effect of disclaimer1016. Disclaimer of leaseholds1017. Power of court to make vesting order1018. Protection of persons holding under a lease1019. Land subject to rentchargeEffect of Crown disclaimer: Scotland (ss. 1020-1022)1020. General effect of disclaimer1021. Power of court to make vesting order1022. Protection of persons holding under a leaseSupplementary provisions (s. 1023)1023. Liability for rentcharge on company's land after dissolutionChapter 3 Restoration to the register (ss. 1024-1034)Administrative restoration to the register (ss. 1024-1028)1024. Application for administrative restoration to the register1025. Requirements for administrative restoration1026. Application to be accompanied by statement of compliance1027. Registrar's decision on application for administrative restoration1028. Effect of administrative restoration1028A. Administrative restoration of company with share warrantsFinancial penalties (s. 1132A)1132A. Power to make provision for financial penaltiesRestoration to the register by the court (ss. 1029-1032)1029. Application to court for restoration to the register1030. When application to the court may be made1031. Decision on application for restoration by the court1032. Effect of court order for restoration to the register1032A. Restoration by court of company with share warrantsSupplementary provisions (ss. 1033-1034)1033. Company's name on restoration1034. Effect of restoration to the register where property has vested as bona vacantiaPart 32 Company investigations: amendments (ss. 1035-1039)1035. Powers of Secretary of State to give directions to inspectors1036. Resignation, removal and replacement of inspectors1037. Power to obtain information from former inspectors etc1038. Power to require production of documents1039. Disqualification orders: consequential amendmentsPart 33 UK companies not formed under companies legislation (ss. 1040-1043)Chapter 1 Companies not formed under companies legislation but authorised to register (ss. 1040-1042)1040. Companies authorised to register under this Act1041. Definition of "joint stock company"1042. Power to make provision by regulationsChapter 2 Unregistered companies (s. 1043)1043. Unregistered companiesPart 34 Overseas companies (ss. 1044-1059)Introductory (ss. 1044-1045)1044. Overseas companies1045. Company contracts and execution of documents by companiesRegistration of particulars (ss. 1046-1048B)1046. Duty to register particulars1047. Registered name of overseas company1048. Registration under alternative name1048A. Registered addresses of an overseas company1048B. Identity verification of directorsOther requirements (ss. 1049-1053)1049. Accounts and reports: general1050. Accounts and reports: credit or financial institutions1051. Trading disclosures1052. Company charges1053. Other returns etcSupplementary (ss. 1054-1059)1054. Offences1055. Disclosure of individual's residential address: protection from disclosure1056. Requirement to identify persons authorised to accept service of documents1057. Registrar to whom returns, notices etc to be delivered1058. Duty to give notice of ceasing to have registrable presence1059. Application of provisions in case of relocation of branchPart 35 The registrar of companies (ss. 1059A-1120)Scheme of this Part (s. 1059A)1059A. Scheme of this PartThe registrar (ss. 1060-1063)1060. The registrar1061. The registrar's functions1062. The registrar's official seal1062A. Analysis of information for the purposes of crime prevention or detection1063. Fees payable to registrarCertificates of incorporation (ss. 1064-1065)1064. Public notice of issue of certificate of incorporation1065. Right to certificate of incorporationRegistered numbers (ss. 1066-1067)1066. Company's registered numbers1067. Registered numbers of UK establishments of overseas companyWho may deliver documents to the registrar (ss. 1067A-1067B)1067A. Delivery of documents: identity verification requirements etc1067B. Disqualification from delivering documentsDelivery of documents to the registrar (ss. 1068-1071)1068. Registrar's requirements as to form, authentication and manner of delivery1068A. Registrar's rules requiring documents to be delivered together1069. Power to require delivery by electronic means1070. Agreement for delivery by electronic means1071. Document not delivered until receivedRequirements for proper delivery (ss. 1072-1076)1072. Requirements for proper delivery1073. Power to accept documents not meeting requirements for proper delivery1073A. Power to reject documents for discrepancies1074. Documents containing unnecessary material1075. Informal correction of document1076. Replacement of document not meeting requirements for proper deliveryPublic notice of receipt of certain documents (ss. 1077-1079A)1077. Public notice of receipt of certain documents1078. Enhanced disclosure documents1079. Effect of failure to give public notice1079A. Provision of information for publication on European e-Justice portalNotice of receipt of documents about new directors (s. 1079B)1079B. Duty to notify directorsThe register (ss. 1080-1084A)1080. The register1081. Annotation of the register1081A. Registrar's objectives to promote integrity of registers etc1082. Allocation of unique identifiers1083. Preservation of original documents1084. Records relating to companies that have been dissolved etc1084A. Recording of optional information on registerInspection etc of the register (ss. 1085-1092)1085. Inspection of the register1086. Right to copy of material on the register1087. Material not available for public inspection1087ZA. Required particulars available for public inspection for limited period1087A. Information about a person's date of birth1087B. Disclosure of DOB information1087C. Disclosure of date of birth information1088. Power to make regulations protecting material1089. Form of application for inspection or copy1090. Form and manner in which copies to be provided1091. Certification of copies as accurate1092. Issue of process for production of records kept by the registrarAdditional information (ss. 1092A-1092C)1092A. Power to require information1092B. Offence relating to provision of information1092C. Privilege against self-incriminationCorrection or removal of material on the register (ss. 1093-1098)1093. Registrar's notice to resolve inconsistency1094. Removal of material from the register1094A. Further provision about removal of material from the register1094B. Power of court to make consequential orders following removal1095. Rectification of register on application to registrar1095A. Rectification of register to resolve a discrepancy1096. Rectification of the register under court order1097. Powers of court on ordering removal of material from the register1097A. Rectification of register relating to company registered office1097B Rectification of register: service addresses1097C Rectification of register: principal office addresses1098. Public notice of removal of certain material from the registerAuthorised corporate service providers (ss. 1098A-1098H)1098A. Meaning of "authorised corporate service provider"1098B. Application to become authorised corporate service provider1098C. The required information about an applicant1098D. Delivery of applications under section 1098B on behalf of a firm1098E. Updating duties of authorised corporate service providers1098F. Ceasing to be an authorised corporate service provider1098G. Power to impose duties to provide information1098H. Power to enable authorisation of foreign corporate service providersThe registrar's index of company names (ss. 1099-1101)1099. The registrar's index of company names1100. Right to inspect index1101. Power to amend enactments relating to bodies other than companiesLanguage requirements: translation (ss. 1102-1107)1102. Application of language requirements1103. Documents to be drawn up and delivered in English1104. Documents relating to Welsh companies1105. Documents that may be drawn up and delivered in other languages1106. Voluntary filing of translations1107. Certified translationsLanguage requirements: transliteration (ss. 1108-1110)1108. Transliteration of names and addresses: permitted characters1109. Transliteration of names and addresses: voluntary transliteration into Roman characters1110. Transliteration of names and addresses: certificationIdentity verification (ss. 1110A-1110C)1110A. Meaning of "identity is verified"1110B. Verification requirements1110C. Identity verification: exemption on national security grounds etcDiscrepancy reporting (s. 1110D)1110D. Power to require businesses to report discrepanciesDisclosure of information (ss. 1110E-1110G)1110E. Disclosure to the registrar1110F. Disclosure by the registrar1110G. Disclosure: supplementarySupplementary provisions (ss. 1111-1120)1111. Registrar's requirements as to certification or verification1112. False statements: basic offence1112A. False statements: aggravated offence1112B. False statements offences: national security etc defence1113. Enforcement of company's filing obligations1114. Application of provisions about documents and delivery1115. Supplementary provisions relating to electronic communications1116. Alternative to publication in the Gazette1117. Registrar's rules1118. Payments into the Consolidated Fund1119. Contracting out of registrar's functions1120. Application of this Part to overseas companiesPart 36 Offences under the Companies Acts and financial penalties (ss. 1121-1133)Liability of officer in default (ss. 1121-1123)1121. Liability of officer in default1122. Liability of company as officer in default1123. Application to bodies other than companiesOffences under the Companies Act 1985 (s. 1124)1124. Amendments of the Companies Act 1985General provisions (ss. 1125-1131)1125. Meaning of "daily default fine"1126. Consents required for certain prosecutions1127. Summary proceedings: venue1128. Summary proceedings: time limit for proceedings1129. Legal professional privilege1130. Proceedings against unincorporated bodies1131. Imprisonment on summary conviction in England and Wales: transitory provisionProduction and inspection of documents (s. 1132)1132. Production and inspection of documents where offence suspectedSupplementary (s. 1133)1133. Transitional provisionPart 37 Companies: supplementary provisions (ss. 1134-1157)Company records (ss. 1134-1138)1134. Meaning of "company records"1135. Form of company records1136. Regulations about where certain company records to be kept available for inspection1137. Regulations about inspection of records and provision of copies1138. Duty to take precautions against falsificationService addresses (ss. 1139-1142)1139. Service of documents on company1140. Service of documents on directors, secretaries and others1141. Service addresses1142. Requirement to give service addressSending or supplying documents or information (ss. 1143-1148)1143. The company communications provisions1144. Sending or supplying documents or information1145. Right to hard copy version1146. Requirement of authentication1147. Deemed delivery of documents and information1148. Interpretation of company communications provisionsRequirements as to independent valuation (ss. 1149-1153)1149. Application of valuation requirements1150. Valuation by qualified independent person1151. The independence requirement1152. Meaning of "associate"1153. Valuer entitled to full disclosureNotice of appointment of certain officers (ss. 1154-1155)1154. Duty to notify registrar of certain appointments etc1155. Offence of failure to give noticeCourts and legal proceedings (ss. 1156-1157)1156. Meaning of "the court"1157. Power of court to grant relief in certain casesPart 38 Companies: interpretation (ss. 1158-1174)Meaning of "UK-registered company" (s. 1158)1158. Meaning of "UK-registered company"Meaning of "subsidiary" and related expressions (ss. 1159-1160)1159. Meaning of "subsidiary" etc1160. Meaning of "subsidiary" etc: power to amendMeaning of "undertaking" and related expressions (ss. 1161-1162)1161. Meaning of "undertaking" and related expressions1162. Parent and subsidiary undertakingsOther definitions (ss. 1163-1171)1163. "Non-cash asset"1164. Meaning of "banking company" and "banking group"1165. Meaning of "insurance company" and related expressions1166. "Employees' share scheme"1167. Meaning of "prescribed"1168. Hard copy and electronic form and related expressions1169. Dormant companies1170. Meaning of "EEA State" and related expressions1170A. Receiver or manager and certain related references1170B. Meaning of "contributory"1171. The former Companies ActsGeneral (ss. 1172-1174)1172. References to requirements of this Act1173. Minor definitions: general1174. Index of defined expressionsPart 39 Companies: minor amendments (ss. 1175-1181)1175. Removal of special provisions about accounts and audit of charitable companies1176. Power of Secretary of State to bring civil proceedings on company's behalf1177. Repeal of certain provisions about company directors1178. Repeal of requirement that certain companies publish periodical statement1179. Repeal of requirement that Secretary of State prepare annual report1180. Repeal of certain provisions about company charges1181. Access to constitutional documents of RTE and RTM companiesPart 40 Company directors: foreign disqualification etc (ss. 1182-1191)Introductory (ss. 1182-1183)1182. Persons subject to foreign restrictions1183. Meaning of "the court" and "UK company"Power to disqualify (ss. 1184-1186)1184. Disqualification of persons subject to foreign restrictions1185. Disqualification regulations: supplementary1186. Offence of breach of disqualificationPower to make persons liable for company's debts (s. 1187)1187. Personal liability for debts of companyPower to require statements to be sent to the registrar of companies (ss. 1188-1191)1188. Statements from persons subject to foreign restrictions1189. Statements from persons disqualified1190. Statements: whether to be made public1191. OffencesPart 41 Business names (ss. 1192-1208)Chapter 1 Restricted or prohibited names (ss. 1192-1199A)Introductory (s. 1192)1192. Application of this ChapterSensitive words or expressions (ss. 1193-1196A)1193. Name suggesting connection with government or public authority1194. Other sensitive words or expressions1195. Requirement to seek comments of government department or other relevant body1196. Withdrawal of Secretary of State's approval1196A Names suggesting connection with foreign governments etcMisleading names (ss. 1197-1198)1197. Name containing inappropriate indication of company type or legal form1198. Name giving misleading indication of activitiesRestrictions where a company has been required to change a name (ss. 1198A-1198B)1198A Name that a company has been required to change1198B Name that another company has been required to changeSupplementary (ss. 1199-1199A)1199. Savings for existing lawful business names1199A. Exceptions based on national security etcChapter 2 Disclosure required in case of individual or partnership (ss. 1200-1206)Introductory (ss. 1200-1201)1200. Application of this Chapter1201. Information required to be disclosedDisclosure requirements (ss. 1202-1204)1202. Disclosure required: business documents etc1203. Exemption for large partnerships if certain conditions met1204. Disclosure required: business premisesConsequences of failure to make required disclosure (ss. 1205-1206)1205. Criminal consequences of failure to make required disclosure1206. Civil consequences of failure to make required disclosureChapter 3 Supplementary (ss. 1207-1208)1207. Application of general provisions about offences1208. InterpretationPart 42 Statutory Auditors (ss. 1209-1264)Chapter 1 Introductory (ss. 1209-1211)1209. Main purposes of Part1210. Meaning of "statutory auditor" etc1211. Eligibility for appointment as a statutory auditor: overviewChapter 2 Individuals and firms (ss. 1212-1225G)Eligibility for appointment (ss. 1212-1213)1212. Individuals and firms: eligibility for appointment as a statutory auditor1213. Effect of ineligibilityIndependence requirement (ss. 1214-1215)1214. Independence requirement1215. Effect of lack of independenceEffect of appointment of a partnership (s. 1216)1216. Effect of appointment of a partnershipSupervisory bodies (ss. 1217-1218)1217. Supervisory bodies1218. Exemption from liability for damagesProfessional qualifications (ss. 1219-1222)1219. Appropriate qualifications1220. Qualifying bodies and recognised professional qualifications1221. Approval of third country qualifications1222. Eligibility of individuals retaining only 1967 Act authorisationInformation (ss. 1223-1224B)1223. Matters to be notified to the Secretary of State1223ZA. Matters to be notified to the competent authority1224. The Secretary of State's power to call for information1224ZA. The competent authority's power to call for information1223A. Notification of matters relevant to approved third country competent authorities1224A. Restrictions on disclosure1224B. Offence of disclosure in contravention of section 1224AEnforcement (ss. 1225-1225G)1225. Enforcement: general1225A. Directions: general1225B. Directions: supplementary1225C. Compliance orders1225D. Financial penalties: general1225E. Financial penalties: supplementary1225F. Appeals against financial penalties1225G. Recovery of financial penaltiesChapter 3 Auditors General (ss. 1226-1238)Eligibility for appointment (s. 1226)1226. Auditors General: eligibility for appointment as a statutory auditorConduct of audits (s. 1227)1227. Individuals responsible for audit work on behalf of Auditors GeneralThe Independent Supervisor (s. 1228)1228. Appointment of the Independent SupervisorSupervision of Auditors General (ss. 1229-1230)1229. Supervision of Auditors General by the Independent Supervisor1230. Duties of Auditors General in relation to supervision arrangementsReporting requirement (s. 1231)1231. Reports by the Independent SupervisorInformation (ss. 1232-1233)1232. Matters to be notified to the Independent Supervisor1233. The Independent Supervisor's power to call for informationEnforcement (ss. 1234-1236)1234. Suspension notices1235. Effect of suspension notices1236. Compliance ordersProceedings (s. 1237)1237. Proceedings involving the Independent SupervisorGrants (s. 1238)1238. Grants to the Independent SupervisorChapter 4 The register of auditors etc (ss. 1239-1240)1239. The register of auditors1240. Information to be made available to publicChapter 4A Equivalent Third Countries and Transitional Third Countries (s. 1240A)1240A. Power to approve third countries as equivalent or transitional third countriesChapter 4B Approved Third Country Competent Authorities (s. 1240B)1240B. Power to approve third country competent authoritiesChapter 5 Registered third country auditors (ss. 1241-1247)Introductory (s. 1241)1241. Meaning of "registered third country auditor" and "UK-traded third country company"Duties (s. 1242)1242. Duties of registered third country auditorsInformation (ss. 1243-1244)1243. Matters to be notified to the Secretary of State1244. The Secretary of State's power to call for informationEnforcement (ss. 1245-1247)1245. Compliance orders1246. Removal of third country auditors from the register of auditors1247. Grants to bodies concerned with arrangements under Schedule 12Chapter 6 Supplementary and general (ss. 1248-1264)Power to require second company audit (ss. 1248-1249)1248. Secretary of State's power to require second audit of a company1249. Supplementary provision about second auditsFalse and misleading statements (s. 1250)1250. Misleading, false and deceptive statementsFees (s. 1251)1251. FeesDuty of Secretary of State to report on inspections (s. 1251A)1251A. Duty of the Secretary of State to report on inspectionsDelegation of Secretary of State's functions (ss. 1252-1253)1252. Delegation of the Secretary of State's functions1253. Delegation of functions to an existing bodyCooperation with foreign competent authorities (ss. 1253A-1253C)1253A. Requests to foreign competent authorities1253B. Requests from approved third country competent authorities1253C. Notification to approved third country competent authoritiesTransfer of papers to third countries (ss. 1253D-1253F)1253D. Restriction on transfer of audit working papers to third countries1253DA. Transfer by Secretary of State1253DB. Transfer by statutory auditor with approval of Secretary of State1253DC. Transfer by statutory auditor for purposes of investigation of auditor1253DD. Agreement of third country competent authority1253DE. Transfer by means of inspection1253E. Working arrangements for transfer of papers1253F. Publication of working arrangementsInternational obligations (s. 1254)1254. Directions to comply with international obligationsGeneral provision relating to offences (ss. 1255-1257)1255. Offences by bodies corporate, partnerships and unincorporated associations1256. Time limits for prosecution of offences1257. Jurisdiction and procedure in respect of offencesNotices etc (ss. 1258-1259)1258. Service of notices1259. Documents in electronic formInterpretation (ss. 1260-1262)1260. Meaning of "associate"1261. Minor definitions1262. Index of defined expressionsMiscellaneous and general (ss. 1263-1264)1263. Power to make provision in consequence of changes affecting accountancy bodies1264. Consequential amendmentsPart 43 Transparency obligations and related matters (ss. 1265-1273)Introductory (s. 1265)1265. The transparency obligations directiveTransparency obligations (ss. 1266-1268)1266. Transparency rules1267. Competent authority's power to call for information1268. Powers exercisable in case of infringement of transparency obligationOther matters (ss. 1269-1273)1269. Corporate governance rules1270. Liability for false or misleading statements in certain publications1271. Exercise of powers where UK is host member State1272. Transparency obligations and related matters: minor and consequential amendments1273. Corporate governance regulationsPart 44 Miscellaneous provisions (ss. 1274-1283)Regulation of actuaries etc (ss. 1274-1276)1274. Grants to bodies concerned with actuarial standards etc1275. Levy to pay expenses of bodies concerned with actuarial standards etc1276. Application of provisions to Scotland and Northern IrelandInformation as to exercise of voting rights by institutional investors (ss. 1277-1280)1277. Power to require information about exercise of voting rights1278. Institutions to which information provisions apply1279. Shares to which information provisions apply1280. Obligations with respect to provision of informationDisclosure of information under the Enterprise Act 2002 (s. 1281)1281. Disclosure of information under the Enterprise Act 2002Expenses of winding up (s. 1282)1282. Payment of expenses of winding upCommonhold associations (s. 1283)1283. Amendment of memorandum or articles of commonhold associationPart 45 Northern Ireland (ss. 1284-1287)1284. Extension of Companies Acts to Northern Ireland1285. Extension of GB enactments relating to UK Societas1286. Extension of GB enactments relating to certain other forms of business organisation1287. Extension of enactments relating to business namesPart 46 General supplementary provisions (ss. 1288-1297)Regulations and orders (ss. 1288-1292)1288. Regulations and orders: statutory instrument1289. Regulations and orders: negative resolution procedure1290. Regulations and orders: affirmative resolution procedure1291. Regulations and orders: approval after being made1292. Regulations and orders: supplementaryMeaning of "enactment" (s. 1293)1293. Meaning of "enactment"Bank of England (s. 1292A)1292A. Bank of EnglandConsequential and transitional provisions (ss. 1294-1297)1294. Power to make consequential amendments etc1295. Repeals1296. Power to make transitional provision and savings1297. Continuity of the lawPart 47 Final provisions (ss. 1298-1300)1298. Short title1299. Extent1300. CommencementSchedulesSchedule 1 Connected persons: references to an interest in shares or debenturesSchedule 1A References to People With Significant Control Over a CompanySchedule 1A, Part 1 The Specified Conditions (paras. 1-6)Schedule 1A, Part 2 Holding an interest in a Company Etc (paras. 7-9)Schedule 1A, Part 3 Supplementary Provision (paras. 10-25)Schedule 1A, Part 4 Power to Amend Thresholds Etc (para. 26)Schedule 1B Enforcement of Disclosure RequirementsSchedule 1C Rules of the Takeover Panel: general principles and other provisionSchedule 1C, Part 1 General principles (paras. 1-6)Schedule 1C, Part 2 Other provision (paras. 7-21)Schedule 2 Specified persons, descriptions of disclosures etc for the purposes of section 948Schedule 2, Part 1 Specified personsSchedule 2, Part 2 Specified descriptions of disclosuresSchedule 2, Part 3 Overseas regulatory bodiesSchedule 3 Amendments of remaining provisions of the Companies Act 1985 relating to offencesSchedule 4 Documents and information sent or supplied to a companySchedule 4, Part 1 Introduction (para. 1)Schedule 4, Part 2 Communications in hard copy form (paras. 2-4)Schedule 4, Part 2A Communications in Electronic Form: From the Registrar or the Secretary of State (para. 4A)Schedule 4, Part 3 Communications in electronic form in other cases (paras. 5-7)Schedule 4, Part 4 Other agreed forms of communication (para. 8)Schedule 5 Communications by a companySchedule 5, Part 1 Introduction (para. 1)Schedule 5, Part 2 Communications in hard copy form (paras. 2-4)Schedule 5, Part 3 Communications in electronic form (paras. 5-7)Schedule 5, Part 4 Communications by means of a website (paras. 8-14)Schedule 5, Part 5 Other agreed forms of communication (para. 15)Schedule 5, Part 6 Supplementary provisions (paras. 16-17)Schedule 6 Meaning of "subsidiary" etc: supplementary provisionsSchedule 7 Parent and subsidiary undertakings: supplementary provisionsSchedule 8 Index of defined expressionsSchedule 9 Removal of special provisions about accounts and audit of charitable companiesSchedule 9, Part 1 The Companies Act 1985 (paras. 1-8)Schedule 9, Part 2 The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6) (paras. 9-16)Schedule 10 Recognised supervisory bodiesSchedule 10, Part 1 Grant and revocation of recognition of a supervisory body (paras. 1-5)Schedule 10, Part 2 Requirements for recognition of a supervisory body (paras. 5A-20A)Schedule 10, Part 3 Arrangements in which recognised supervisory bodies are required to participate (paras. 21-27)Schedule 11 Recognised professional qualificationsSchedule 11, Part 1 Grant and revocation of recognition of a professional qualification (paras. 1-5)Schedule 11, Part 2 Requirements for recognition of a professional qualification (paras. 6-11)Schedule 11A Specified persons, descriptions, disclosures etc for the purposes of section 1224ASchedule 11A, Part 1 Specified persons (paras. 1-17G)Schedule 11A, Part 2 Specified descriptions of disclosures (paras. 18-78)Schedule 11A, Part 3 Overseas regulatory bodies (paras. 79-80)Schedule 12 Arrangements in which registered third country auditors are required to participate (paras. 1-6)Schedule 13 Supplementary provisions with respect to delegation orderSchedule 14 Statutory auditors: consequential amendmentsSchedule 15 Transparency obligations and related matters: minor and consequential amendmentsSchedule 15, Part 1 Amendments of the Financial Services and Markets Act 2000 (paras. 1-12)Schedule 15, Part 2 Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (paras. 13-15)Schedule 16 Repeals
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AI Summary of Part 3 A company's constitution (ss. 17-38)

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Version status: | Document consolidation status: Updated to reflect all known changes
Version date: 8 November 2006 - onwards

Part 3 A company's constitution (ss. 17-38)

Future version Amendment requiring commencement Draft proposed change
Chapter 1 Introductory (s. 17)
17. A company's constitution
Chapter 2 Articles of association (ss. 18-28)
General (ss. 18-20)
18. Articles of association
19. Power of Secretary of State to prescribe model articles
20. Default application of model articles
Alteration of articles (ss. 21-27)
21. Amendment of articles
22. Entrenched provisions of the articles
23. Notice to registrar of existence of restriction on amendment of articles
24. Statement of compliance where amendment of articles restricted
25. Effect of alteration of articles on company's members
26. Registrar to be sent copy of amended articles
27. Registrar's notice to comply in case of failure with respect to amended articles
Supplementary (s. 28)
28. Existing companies: provisions of memorandum treated as provisions of articles
Chapter 3 Resolutions and agreements affecting a company's constitution (ss. 29-30)
29. Resolutions and agreements affecting a company's constitution
30. Copies of resolutions or agreements to be forwarded to registrar
Chapter 4 Miscellaneous and supplementary provisions (ss. 31-38)
Statement of company's objects (s. 31)
31. Statement of company's objects
Other provisions with respect to a company's constitution (ss. 32-36)
32. Constitutional documents to be provided to members
33. Effect of company's constitution
34. Notice to registrar where company's constitution altered by enactment
35. Notice to registrar where company's constitution altered by order
36. Documents to be incorporated in or accompany copies of articles issued by company
Supplementary provisions (ss. 37-38)
37. Right to participate in profits otherwise than as member void
38. Application to single member companies of enactments and rules of law
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