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Summary of Sections of the Act

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> Parts 1 - 7

> Part 1	General introductory provisions
1-2	Companies and Companies Acts
3-6	Types of company
> Part 2	Company formation
7-8	General
9-13	Requirements for registration
14-16	Registration and its effect
> Part 3	A company's constitution
Chapter 1	Introductory
17	A company's constitution
18-20	General
21-27	Alteration of articles
28	Supplementary
Chapter 3 (29-30)	Resolutions and agreements affecting a company's constitution
31	Statements of company's objectives
32-36	Other provisions with respect to a company's constitution
37-38	Supplementary provisions
> Part 4	A company's capacity and related matters
39-42	Capacity of company and power of director's to bind it
43-47	Formalities of doing business under the law of England and Wales or Northern Ireland.
48	Formalities of doing business under the law of Scotland
49-52	Other matters
> Part 5	A company's name
Chapter 1	General requirements
53	Prohibited names
54-56	Sensitive words and expressions
57	Permitted characters
Chapter 2	Indications of company type or legal form
58-64	Required indications for limited companies
65	Inappropriate use of indications of company type or legal form
Chapter 3	Similarity to other names
66-68	Similarity to other name on registrar's index
69-74	Similarity to other name in which person has goodwill
Chapter 4 (75-76)	Other powers of the Secretary of State
Chapter 5 (77-81)	Change of name
Chapter 6 (82-85)	Trading disclosures
> Part 6	A company's registered office
86-87	General
88	Welsh companies
> Part 7	Re-registration as a means of altering a company's status
89	Introductory
90-96	Private company becoming public
97-101	Public company becoming private
102-104	Private limited company becoming unlimited
105-108	Unlimited private company becoming limited
109-111	Public company becoming private and unlimited

> Parts 8 - 12

> Part 8	A company's members
Chapter 1 (112)	The members of a company
Chapter 2	Register of members
113-121	General
122-124	Special cases
125-128	Supplementary
Chapter 3 (129-135)	Overseas branch registers
Chapter 4	Prohibition on subsidiary being member of its holding company
136-137	General prohibition
138-140	Subsidiary acting as personal representative or trustee
141-142	Subsidiary acting as dealer in securities
143-144	Supplementary
> Part 9	Exercise of members' rights
145	Effect of provisions in company's articles
146-151	Information rights
152-153	Exercise of rights where shares held on behalf of others
> Part 10	A company's directors
154-156	Requirement to have directors
157-161	Appointment
162-167	Register of directors, etc
168-169	Removal
Chapter 2	General duties of directors
170	Introductory
171-177	General duties
178-181	Supplementary
Chapter 3 (182-187)	Declaration of interest in existing transaction or arrangement
Chapter 4	Transactions with directors requiring approval of members
188-189	Service contracts
190-196	Substantial property transactions
197-214	Loans, quasi-loans and credit transactions
215-222	Payments for loss of office
223-226	Supplementary
Chapter (227-230)	Directors' service contracts
Chapter 6 (231)	Contracts with sole members who are directors
Chapter 7	Directors' liabilities
232-239	Contracts protecting directors from liability
Chapter 8 (240-246)	Directors' residential addresses: protection from disclosure
Chapter 9	Supplementary provisions
247	Provision for employees on cessation or transfer of business
248-249	Records of meetings of directors
250-251	Meaning of 'director' and 'shadow director'
252-259	Other definitions and general
> Part 11	Derivative claims and proceedings by members
Chapter 1 (260-264)	Derivative claims in England and Wales or Northern Ireland
265-269	Derivative proceedings in Scotland
> Part 12	Company secretaries
270	Private companies
271-273	Public companies
274-280	Provisions applying to private companies with a secretary and to public companies

> Parts 13 and 14

> Part 13	Resolutions and meetings
Chapter 1 (281-287)	General provisions about resolutions
Chapter 2	Written resolutions
288-289	General provisions about written resolutions
290-295	Circulation of written resolutions
296-297	Agreeing to written resolutions
298-300	Supplementary
Chapter 3	Resolutions at meetings
301	General
302-306	Calling meetings
307-313	Notice of meetings
314-317	Members' statements
318-323	Procedures at meetings
324-331	Proxies
332	Adjourned meetings
333	Electronic communications
334-335	Application to class meetings
Chapter 4 (336-340)	Public companies: additional requirements for AGMs
Chapter 5	Additional requirements for quoted companies
341	Website publications of poll results
342-354	Independent report on poll
Chapter 6 (355-359)	Records of resolutions and meetings
Chapter 7 (360-361)	Supplementary provisions
> Part 14	Control of political donations and expenditure
362	Introductory
363-365	Relevant donations and expenditure
366-368	Authorisation required for donations or expenditure
369-373	Remedies in case of unauthorised donations or expenditure
374-379	Exemptions and supplementary provisions

> Parts 15 and 16

> Part 15	Accounts and reports
Chapter 1	Introduction
380	General
381-384	Companies subject to the small companies regime
385	Quoted and unquoted companies
Chapter 2 (386-389)	Accounting records
Chapter 3 (390-392)	A company's financial year
Chapter 4	Annual accounts
393	General
394-397	Individual accounts
398	Group accounts: small companies
399-402	Group accounts: other companies
403-408	Group accounts: general
409-413	Information to be given in notes to the accounts
414	Approval and signing of accounts
Chapter 5 (415-429)	Directors' report
Chapter 6 (420-422)	Quoted companies; directors' remuneration report
Chapter 7	Publication of accounts
423-425	Duty to circulate copies of accounts and reports
426-429	Option to provide summary financial statement
430	Quoted companies: requirement as to website publication
431-432	Right of member of debenture holder to demand copies of accounts and reports
433-436	Requirements in connection with publication of accounts and reports
Chapter 8 (437-438)	Public companies: laying of accounts and reports before general meeting
Chapter 9 (439-440)	Quoted companies: members' approval of directors' remuneration
Chapter 10	Filing of accounts and reports
441-443	Duty to file accounts and reports
444-448	Filing obligations of different descriptions of company
449-450	Requirements where abbreviated accounts delivered
451-453	Failure to file accounts and reports
Chapter 11	Revision of defective accounts and reports
454	Voluntary revision
455	Secretary of State's notice
455-458	Application to court
459-462	Power of authorised person to require documents etc
Chapter 12	Supplementary provisions
463	Liability for false or misleading statements in reports
464	Accounting reporting standards
465-467	Companies qualified as medium-sized
468-474	General power to make further provision about accounts and reports and supplementary provisions
> Part 16	Audit
Chapter 1 (475-476)	Requirements for audited accounts
477-479	Exemption from audit: small companies
480-481	Exemption from audit: dormant companies
482-483	Companies subject to public sector audit
484	General power of amendment by regulations
Chapter 2	Auditors
485-488	Private companies
489-491	Public companies
492-494	General provisions
Chapter 3	Functions of auditor
495-497	Auditor's report
498-502	Duties and rights of auditors
503-506	Signature of auditor's report
507-509	Offences in connection with auditor's report
Chapter 4	Removal, resignation, etc of auditors
510-513	Removal of auditor
514-515	Failure to re-appoint auditor
516-518	Resignation of auditor
519-525	Statement by auditor on ceasing to hold office
526	Effect of casual vacancies
Chapter 5 (527-531)	Quoted companies: right of members to raise audit concerns at accounts meeting
Chapter 6 (532-538)	Auditor's liability
Chapter 7 (539)	Definitions

> Parts 17 to 25

> Part 17	A company's share capital
Chapter 1 (540-548)	Shares and share capital
Chapter 2	Allotment of shares: general provisions
549-551	Power of director's to allot shares
552-553	Prohibition of commission, discounts and allowances
554	Registration of allotment
555-559	Return of allotment and supplementary provisions
Chapter 3	Allotment of equity securities: existing shareholders' right of pre-emption
560	Introductory
561-563	Existing shareholders' right of pre-emption
564-566	Exceptions to right of pre-emption
567-568	Exclusion of right of pre-emption
569-577	Disapplication of pre-emption rights and supplementary
Chapter 4 (578-579)	Public companies: allotment where issue not fully subscribed
Chapter 5	Payment for shares
580-583	General rules
584-592	Additional rules for public companies and supplementary provisions
Chapter 6	Public companies: independent valuation of non-cash consideration
593-597	Non-cash consideration for shares
598-604	Transfer of non-cash asset in initial period
605-609	Supplementary provisions
Chapter 7	Share premiums
610	The share premium account
611-615	Relief from requirement as to share premiums
616	Supplementary provisions
Chapter 8	Alteration of share capital
617	How share capital may be altered
618-619	Subdivision or consolidation of shares
620-621	Reconversion of stock into shares
622-628	Redenomination of share capital
Chapter 9	Classes of share and class rights
629	Classes of shares
630-635	Variation of class rights
636-640	Matters to be notified to the registrar
Chapter 10	Reduction of share capital
641	Introductory
642-644	Private companies: reduction of capital supported by solvency statement
645-649	Reduction of capital confirmed by the court
650-651	Public company reducing capital below authorised minimum
652-653	Effect of reduction of capital
Chapter 11 (654-657)	Miscellaneous and supplementary provisions
> Part 18	Acquisition by limited company of its own shares
Chapter 1:	General provisions
658-659	Introduction and exceptions
660-661	Shares held by nominee company
662-669	Shares held by or for public company
670-676	Charges of public company on own shares
Chapter 2:	Financial assistance for purchase of own shares
677 and 683	Meaning of 'financial assistance' and definitions
678-680	Circumstances in which financial assistance is prohibited
681-682	Exceptions from prohibition
Chapter 3	Redeemable shares
684	Power to issue redeemable shares
685-689	Terms, financing and notifications
Chapter 4	Purchase of own shares
690-692; 702-708	General and supplementary provisions
693	Authority for purchase of own shares
694-700	Authority for off-market purchase
701	Authority for market purchase
Chapter 5	Redemption or purchase by private company out of capital
709	Introduction
710-712	Permissible capital payment
713-720	Requirements for payment out of capital
721-722	Objection to payment by members or creditors
723	When payment out of capital is to be made
Chapter 6	Treasury shares
724-732	Maximum holdings, exercise of rights, disposal and cancellations
Chapter 7	Supplementary provisions
733-737	Including capital redemption reserve and effect of company failure to redeem or purchase
> Part 19	Debentures
738-742	General provisions
743-748	Register of debenture holders
749-754	Various sections including rights of debenture holders and liability of trustees of debentures
> Part 20	Private and public companies
755-760	Prohibition of public offers by private companies
761-767	Minimum share capital requirement for public companies
> Part 21	Certification and transfer of securities
Chapter 1	General
768	Share certificate to be evidence of title
769	Duty of company as to issue of certificates etc on allotment
770-775	Transfer of securities
776-778	Issue of certificates on transfer and issue of certificates on allotment to a financial institution
779-782	Share warrants and supplementary provisions
Chapter 2	Evidencing and transfer of title to securities without written instrument
783-784	Introductions
785-790	Powers exercisable and supplementary provisions
> Part 22	Information about interests in a company's shares
791-792	Introduction
793-796	Notice requiring information about interests in shares
797-802	Orders imposing restrictions on shares
803-807	Power of members to require company to act
808-819	Register of interests disclosed
820-825	Meaning of interest in shares
826-828	Other supplementary provisions
> Part 23	Distributions
Chapter 1	Restrictions on when distributions may be made
829	Meaning of "distribution"
830-831	General rules
832-835	Distributions by investment companies
Chapter 2	Justification of distribution by reference to accounts
836	Reference to relevant accounts
837-839	Requirements applicable in relation to relevant accounts
840	Application of provisions to successive distributions
Chapter 3	Supplementary provisions
841-844	Accounting matters
845-846	Distributions in kind
847	Consequences of unlawful distribution
848-853	Other matters including definitions
> Part 24	A company's annual return
854-859	Duty to deliver annual return, contents and failure to deliver annual return
> Part 25	Company charges
Chapter 1	Companies registered in England and Wales or in Northern Ireland
860-862	Requirement to register company charges
863-865	Special rules about debentures
866-867	Charges in other jurisdictions
868	Orders charging land in Northern Ireland
869-873	The register of charges
874	Avoidance of certain charges
875-877	Companies' records and registers
Chapter 2	Companies registered in Scotland
878-881	Charges requiring registration
882-883	Special rules about debentures
884	Charges on property outside the UK
885-888	The register of charges
889	Avoidance of certain charges
890-892	Companies' records and registers
Chapter 3	Powers of the Secretary of State
893-894	Powers to make provision for effect of registration and general powers to make amendments to part 25

> Parts 26 to 28

> Part 26	Arrangements and reconstructions
895	Application of this part
896-898	Meeting of creditors or members
899	Court sanction for compromise or arrangement
900	Reconstruction and amalgamations
901	Obligations of company with respect to the articles
> Part 27	Mergers and divisions of public companies
Chapter 1	Introduction
902-903	Application and relationship of this part to part 26
Chapter 2	Merger
904	Introductory
905-914	Requirements applicable to merger
915-917	Exceptions where shares of transferee company held by transferee company
918	Other circumstances in which meeting of members of transferee company not required (merger)
Chapter 3	Division
919	Introductory
920-930	Requirements to be complied with in case of division
931-934	Exceptions
Chapter 4	Supplementary provisions
935-937	Expert's report and related matters
938-939	Powers of the court
940	Liability of transferee companies
941	Meaning of "liabilities" and "property"
> Part 28	Takeovers
Chapter 1	The Takeover Panel
942-946	The Panel and its rules
947-949	Information
950	Co-operation
951	Hearings and appeals
952-956	Contravention of rules etc
957-959	Funding
960-965	Miscellaneous and supplementary
Chapter 2	Impediments to takeovers
966-967	Opting in and opting out
968-969	Consequences of opting in
970-973	Supplementary
Chapter 3	"Squeeze-Out" and "Sell-Out"
974-978	Takeover offers
979-982	"Squeeze-Out"
983-985	"Sell-Out"
986-987	Supplementary
988-991	Interpretation
Chapter 4	Amendments to Part 7 of the Companies Act 1985
992	Matters to be dealt with in directors' report

> Parts 29 to 39

> Part 29	Fraudulent trading
993	Offence of fraudulent trading
> Part 30	Protection of members against unfair prejudice
994-996	Main provisions
997-999	Supplementary provisions
> Part 31	Dissolution and restoration to the register
Chapter 1	Striking off
1000-1002	Registrar's powers to strike off defunct company
1003-1011	Voluntary striking off
Chapter 2	Property of dissolved company
1012-1014	Property vesting as bona vacantia
1015-1019	Effect of Crown disclaimer: England and Wales and Northern Ireland
1020-1022	Effect of Crown disclaimer: Scotland
1023	Supplementary provisions
Chapter 3	Restoration to the register
1024-1028	Administrative restoration to the register
1029-1032	Restoration to the register by the court
1033-1034	Supplementary provisions
> Part 32	Company investigations
1035-1039	Amendments
> Part 33	UK companies not formed under company legislation
Chapter 1 (1040-1042)	Companies not formed under companies legislation but authorised to register
Chapter 2 (1043)	Unregistered companies
> Part 34	Overseas companies
1044-1045	Introductory
1046-1048	Registration of particulars
1049-1053	Other requirements
1054-1059	Supplementary
> Part 35	The Registrar of Companies
1060-1063	The registrar
1064-1065	Certificates of incorporation
1066-1067	Registered numbers
1068-1071	Delivery of documents to the registrar
1072-1076	Requirements for proper delivery
1077-1079	Public notice of receipt of certain documents
1080-1084	The register
1085-1092	Inspection etc of the register
1093-1098	Correction or removal of material on the register
1099-1101	The registrar's index of company names
1102-1107	Language requirements: translation
1108-1110	Language requirements: transliteration
1111-1120	Supplementary provisions
> Part 36	Offences under the Companies Act
1121-1123	Liability of officer in default
1124	Offences under the Companies Act 1985
1125-1131	General provisions
1132	Production and inspection of documents
1133	Supplementary
> Part 37	Companies: supplementary provisions
1134-1138	Company records
1139-1142	Service addresses
1143-1148	Sending or supplying documents or information
1149-1153	Requirements as to independent valuation
1154-1155	Notice of appointment of certain officers
1156-1157	Courts and legal proceedings
> Part 38	Companies: Interpretation
1158	Meaning of "UK-registered company"
1159-1160	Meaning of "subsidiary" and related expressions
1161-1162	Meaning of "undertakings" and related expressions
1163-1171	Other definitions
1172-1174	General
> Part 39 (1175-1181)	Companies: Minor Amendments

> Parts 40 to 42

> Part 40	Company directors: foreign disqualifications
1182-1183	Introductory
1184-1186	Power to qualify
1187	Power to make persons liable for company's debts
1188-1191	Power to require statements to be sent to the registrar of companies
> Part 41	Business names
Chapter 1	Restricted or prohibited names
1192	Introductory
1193-1196	Sensitive words or expressions
1197-1198	Misleading names
1199	Supplementary
Chapter 2	Disclosure required in case of individual or partnership
1200-1201	Introductory
1202-1204	Disclosure requirements
1205-1206	Consequences of failure to make required disclosure
Chapter 3	Supplementary
1207-1208	Application of general provisions about offences
> Part 42	Statutory auditors
Chapter 1	Introductory
1209-1211	Meaning of "statutory auditor" and eligibility for appointment
Chapter 2	Individuals and firms
1212-1213	Eligibility for appointment
1214-1215	Independence requirement
1216	Effect of appointment of a partnership
1217-1218	Supervisory bodies
1219-1222	Professional qualifications
1223-1225	Information and enforcement
Chapter 3	Auditors: general
1226	Eligibility for appointment
1227-1238	Conduct of audits; the Independent Supervisor; supervision of auditors general; reporting requirement; information; enforcement; proceedings and grants.
Chapter 4 (1239-1240)	The register of auditors
Chapter 5	Registered third country auditors
1241	Introductory
1242	Duties
1243-1244	Information
1245-1247	Enforcement
Chapter 6	Supplementary and general
1248-1249	Power to require second company audit
1250	Fees
1252-1253	Delegation of Secretary of State's functions
1254	International obligations
1255-1257	General provisions relating to offences
1258-1259	Notices
1260-1262	Interpretation
1263-1264	Miscellaneous and general

> Part 43

> Part 43	Transparency obligations and related matters
1265	Introductory
1266-1268	Transparency obligations
1269-1273	Other matters

> Parts 44 to 47

> Part 44	Miscellaneous provisions
1274-1276	Regulations of actuaries etc
1277-1280	Information as to exercise of voting rights by institutional investors
1281	Disclosure of information under the Enterprise Act 2002
1282	Expenses of winding up
1283	Commonhold associations
> Part 45	Northern Ireland
1284-1287	Extension of acts and enactments to Northern Ireland
> Part 46	General supplementary provisions
1288-1292	Regulations and orders
1293	Meaning of "enactment"
1294-1297	Consequential and transitional provisions
> Part 47	Final provisions

Summary of Sections of the Act

> Parts 1 - 7

> Parts 8 - 12

> Parts 13 and 14

> Parts 15 and 16

> Parts 17 to 25

> Parts 26 to 28

> Parts 29 to 39

> Parts 40 to 42

> Part 43

> Parts 44 to 47

Introduction

Timetable

The Act In Depth

General

Directors

Accounts & Auditors