Companies Act 2006 -

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Companies Act 2006CHAPTER 46CONTENTSPART 1GENERAL INTRODUCTORY PROVISIONSCompanies and Companies Acts12CompaniesThe Companies ActsTypes of company3456Limited and unlimited companiesPrivate and public companiesCompanies limited by guarantee and having share capitalCommunity interest companiesPART 2COMPANY FORMATIONGeneral78Method of forming companyMemorandum of associationRequirements for registration910111213Registration documentsStatement of capital and initial shareholdingsStatement of guaranteeStatement of proposed officersStatement of compliance

Companies Act 2006 (c. 46)iiRegistration and its effect141516RegistrationIssue of certificate of incorporationEffect of registrationPART 3A COMPANY’S CONSTITUTIONCHAPTER 1INTRODUCTORY17A company’s constitutionCHAPTER 2ARTICLES OF ASSOCIATIONGeneral181920Articles of associationPower of Secretary of State to prescribe model articlesDefault application of model articlesAlteration of articles21222324252627Amendment of articlesEntrenched provisions of the articlesNotice to registrar of existence of restriction on amendment of articlesStatement of compliance where amendment of articles restrictedEffect of alteration of articles on company’s membersRegistrar to be sent copy of amended articlesRegistrar’s notice to comply in case of failure with respect to amended articlesSupplementary28Existing companies: provisions of memorandum treated as provisions ofarticlesCHAPTER 3RESOLUTIONS AND AGREEMENTS AFFECTING A COMPANY’S CONSTITUTION2930Resolutions and agreements affecting a company’s constitutionCopies of resolutions or agreements to be forwarded to registrarCHAPTER 4MISCELLANEOUS AND SUPPLEMENTARY PROVISIONSStatement of company’s objects31Statement of company’s objects

Companies Act 2006 (c. 46)iiiOther provisions with respect to a company’s constitution3233343536Constitutional documents to be provided to membersEffect of company’s constitutionNotice to registrar where company’s constitution altered by enactmentNotice to registrar where company’s constitution altered by orderDocuments to be incorporated in or accompany copies of articles issued bycompanySupplementary provisions3738Right to participate in profits otherwise than as member voidApplication to single member companies of enactments and rules of lawPART 4A COMPANY’S CAPACITY AND RELATED MATTERSCapacity of company and power of directors to bind it39404142A company’s capacityPower of directors to bind the companyConstitutional limitations: transactions involving directors or their associatesConstitutional limitations: companies that are charitiesFormalities of doing business under the law of England and Wales or Northern Ireland4344454647Company contractsExecution of documentsCommon sealExecution of deedsExecution of deeds or other documents by attorneyFormalities of doing business under the law of Scotland48Execution of documents by companiesOther matters49505152Official seal for use abroadOfficial seal for share certificates etcPre-incorporation contracts, deeds and obligationsBills of exchange and promissory notesPART 5A COMPANY’S NAMECHAPTER 1GENERAL REQUIREMENTSProhibited names53Prohibited names

Companies Act 2006 (c. 46)ivSensitive words and expressions545556Names suggesting connection with government or public authorityOther sensitive words or expressionsDuty to seek comments of government department or other specified bodyPermitted characters etc57Permitted characters etcCHAPTER 2INDICATIONS OF COMPANY TYPE OR LEGAL FORMRequired indications for limited companies58596061626364Public limited companiesPrivate limited companiesExemption from requirement as to use of “limited”Continuation of existing exemption: companies limited by sharesContinuation of existing exemption: companies limited by guaranteeExempt company: restriction on amendment of articlesPower to direct change of name in case of company ceasing to be entitled toexemptionInappropriate use of indications of company type or legal form65Inappropriate use of indications of company type or legal formCHAPTER 3SIMILARITY TO OTHER NAMESSimilarity to other name on registrar’s index666768Name not to be the same as another in the indexPower to direct change of name in case of similarity to existing nameDirection to change name: supplementary provisionsSimilarity to other name in which person has goodwill697071727374Objection to company’s registered nameCompany names adjudicatorsProcedural rulesDecision of adjudicator to be made available to publicOrder requiring name to be changedAppeal from adjudicator’s decisionCHAPTER 4OTHER POWERS OF THE SECRETARY OF STATE7576Provision of misleading information etcMisleading indication of activities

Companies Act 2006 (c. 46)vCHAPTER 5CHANGE OF NAME7778798081Change of nameChange of name by special resolutionChange of name by means provided for in company’s articlesChange of name: registration and issue of new certificate of incorporationChange of name: effectCHAPTER 6TRADING DISCLOSURES82838485Requirement to disclose company name etcCivil consequences of failure to make required disclosureCriminal consequences of failure to make required disclosuresMinor variations in form of name to be left out of accountPART 6A COMPANY’S REGISTERED OFFICEGeneral8687A company’s registered officeChange of address of registered officeWelsh companies88Welsh companiesPART 7RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY’S STATUSIntroductory89Alteration of status by re-registrationPrivate company becoming public90919293949596Re-registration of private company as publicRequirements as to share capitalRequirements as to net assetsRecent allotment of shares for non-cash considerationApplication and accompanying documentsStatement of proposed secretaryIssue of certificate of incorporation on re-registrationPublic company becoming private9798Re-registration of public company as private limited companyApplication to court to cancel resolution

Companies Act 2006 (c. 46)vi99100101Notice to registrar of court application or orderApplication and accompanying documentsIssue of certificate of incorporation on re-registrationPrivate limited company becoming unlimited102103104Re-registration of private limited company as unlimitedApplication and accompanying documentsIssue of certificate of incorporation on re-registrationUnlimited private company becoming limited105106107108Re-registration of unlimited company as limitedApplication and accompanying documentsIssue of certificate of incorporation on re-registrationStatement of capital required where company already has share capitalPublic company becoming private and unlimited109110111Re-registration of public company as private and unlimitedApplication and accompanying documentsIssue of certificate of incorporation on re-registrationPART 8A COMPANY’S MEMBERSCHAPTER 1THE MEMBERS OF A COMPANY112The members of a companyCHAPTER 2REGISTER OF MEMBERSGeneral113114115116117118119120121Register of membersRegister to be kept available for inspectionIndex of membersRights to inspect and require copiesRegister of members: response to request for inspection or copyRegister of members: refusal of inspection or default in providing copyRegister of members: offences in connection with request for or disclosure ofinformationInformation as to state of register and indexRemoval of entries relating to former membersSpecial cases122123Share warrantsSingle member companies

Companies Act 2006 (c. 46)124viiCompany holding its own shares as treasury sharesSupplementary125126127128Power of court to rectify registerTrusts not to be entered on registerRegister to be evidenceTime limit for claims arising from entry in registerCHAPTER 3OVERSEAS BRANCH REGISTERS129130131132133134135Overseas branch registersNotice of opening of overseas branch registerKeeping of overseas branch registerRegister or duplicate to be kept available for inspection in UKTransactions in shares registered in overseas branch registerJurisdiction of local courtsDiscontinuance of overseas branch registerCHAPTER 4PROHIBITION ON SUBSIDIARY BEING MEMBER OF ITS HOLDING COMPANYGeneral prohibition136137Prohibition on subsidiary being a member of its holding companyShares acquired before prohibition became applicableSubsidiary acting as personal representative or trustee138139140Subsidiary acting as personal representative or trusteeInterests to be disregarded: residual interest under pension scheme oremployees’ share schemeInterests to be disregarded: employer’s rights of recovery under pensionscheme or employees’ share schemeSubsidiary acting as dealer in securities141142Subsidiary acting as authorised dealer in securitiesProtection of third parties in other cases where subsidiary acting as dealer insecuritiesSupplementary143144Application of provisions to companies not limited by sharesApplication of provisions to nominees

Companies Act 2006 (c. 46)viiiPART 9EXERCISE OF MEMBERS’ RIGHTSEffect of provisions in company’s articles145Effect of provisions of articles as to enjoyment or exercise of members’ rightsInformation rights146147148149150151Traded companies: nomination of persons to enjoy information rightsInformation rights: form in which copies to be providedTermination or suspension of nominationInformation as to possible rights in relation to votingInformation rights: status of rightsInformation rights: power to amendExercise of rights where shares held on behalf of others152153Exercise of rights where shares held on behalf of others: exercise in differentwaysExercise of rights where shares held on behalf of others: members’ requestsPART 10A COMPANY’S DIRECTORSCHAPTER 1APPOINTMENT AND REMOVAL OF DIRECTORSRequirement to have directors154155156Companies required to have directorsCompanies required to have at least one director who is a natural personDirection requiring company to make appointmentAppointment157158159160161Minimum age for appointment as directorPower to provide for exceptions from minimum age requirementExisting under-age directorsAppointment of directors of public company to be voted on individuallyValidity of acts of directorsRegister of directors, etc162163164165166167Register of directorsParticulars of directors to be registered: individualsParticulars of directors to be registered: corporate directors and firmsRegister of directors’ residential addressesParticulars of directors to be registered: power to make regulationsDuty to notify registrar of changes

Companies Act 2006 (c. 46)ixRemoval168169Resolution to remove directorDirector’s right to protest against removalCHAPTER 2GENERAL DUTIES OF DIRECTORSIntroductory170Scope and nature of general dutiesThe general duties171172173174175176177Duty to act within powersDuty to promote the success of the companyDuty to exercise independent judgmentDuty to exercise reasonable care, skill and diligenceDuty to avoid conflicts of interestDuty not to accept benefits from third partiesDuty to declare interest in proposed transaction or arrangementSupplementary provisions178179180181Civil consequences of breach of general dutiesCases within more than one of the general dutiesConsent, approval or authorisation by membersModification of provisions in relation to charitable companiesCHAPTER 3DECLARATION OF INTEREST IN EXISTING TRANSACTION OR ARRANGEMENT182183184185186187Declaration of interest in existing transaction or arrangementOffence of failure to declare interestDeclaration made by notice in writingGeneral notice treated as sufficient declarationDeclaration of interest in case of company with sole directorDeclaration of interest in existing transaction by shadow directorCHAPTER 4TRANSACTIONS WITH DIRECTORS REQUIRING APPROVAL OF MEMBERSService contracts188189Directors’ long-term service contracts: requirement of members’ approvalDirectors’ long-term service contracts: civil consequences of contraventionSubstantial property transactions190191192Substantial property transactions: requirement of members’ approvalMeaning of “substantial”Exception for transactions with members or other group companies

Companies Act 2006 (c. 46)x193194195196Exception in case of company in winding up or administrationException for transactions on recognised investment exchangeProperty transactions: civil consequences of contraventionProperty transactions: effect of subsequent affirmationLoans, quasi-loans and credit 9210211212213214Loans to directors: requirement of members’ approvalQuasi-loans to directors: requirement of members’ approvalMeaning of “quasi-loan” and related expressionsLoans or quasi-loans to persons connected with directors: requirement ofmembers’ approvalCredit transactions: requirement of members’ approvalMeaning of “credit transaction”Related arrangements: requirement of members’ approvalException for expenditure on company businessException for expenditure on defending proceedings etcException for expenditure in connection with regulatory action orinvestigationExceptions for minor and business transactionsExceptions for intra-group transactionsExceptions for money-lending companiesOther relevant transactions or arrangementsThe value of transactions and arrangementsThe person for whom a transaction or arrangement is entered intoLoans etc: civil consequences of contraventionLoans etc: effect of subsequent affirmationPayments for loss of office215216217218219220221222Payments for loss of officeAmounts taken to be payments for loss of officePayment by company: requirement of members’ approvalPayment in connection with transfer of undertaking etc: requirement ofmembers’ approvalPayment in connection with share transfer: requirement of members’approvalException for payments in discharge of legal obligations etcException for small paymentsPayments made without approval: civil consequencesSupplementary223224225226Transactions requiring members’ approval: application of provisions toshadow directorsApproval by written resolution: accidental fail

38 Application to single member companies of enactments and rules of law PART 4 A COMPANY’S CAPACITY AND RELATED MATTERS Capacity of company and power of directors to bind it 39 A company’s capacity 40 Power of directors to bind the company 41 Constitutional limitations: transactions involving directors or their associates

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