Business and company legislation : [2010/11]

1752 Pages·2010·10.441 MB·English

by  Jason G Ellis

i
BUSINESS AND COMPANY LEGISLATION
ii Business and Company Legislation
iii
BUSINESS AND COMPANY
LEGISLATION
Jason Ellis
iv Business and Company Legislation
Published by
College of Law Publishing,
Braboeuf Manor, Portsmouth Road, St Catherines, Guildford GU3 1HA
© The College of Law 2010
All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or trans-
mitted in any way or by any means, including photocopying or recording, without the written permission
of the copyright holder, application for which should be addressed to the publisher.
British Library Cataloguing-in-Publication Data
A catalogue record for this book is available from the British Library.
Crown copyright material is reproduced with permission of the Controller of HMSO.
The Takeover Code is reproduced with permission of the Takeover Panel.
ISBN 978 1 905391 95 0
Typeset by Style Photosetting Ltd, Mayfield, East Sussex
Printed in Great Britain by Ashford Colour Press Ltd, Gosport, Hampshire
v
Contents
Note: The text of the legislation incorporates amendments and repeals to 6 April 2010. Repeals and
provisions omitted because they are amending only are indicated by an ellipsis and prospective repeals and
legislation not yet brought into force are printed in italics.
Company Law
Companies Act 2006
Arrangement of Sections 1
Text 33
Company Directors Disqualification Act 1986 571
Corporate Manslaughter and Corporate Homicide Act 2007 589
Companies (Tables A to F) Regulations 1985 593
Companies (Model Articles) Regulations 2008 609
Companies (Trading Disclosures) Regulations 2008 655
Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008 659
Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 707
Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 831
Companies (Shares and Share Capital) Order 2009 861
Companies (Reduction of Share Capital) Order 2008 863
Directive 2004/109/EC 865
The City Code on Takeovers and Mergers (Introduction and General Principles) 891
Directive 2004/25/EC 907
Theft Act 1968 921
Criminal Justice Act 1993 923
Fraud Act 2006 931
Appendix
Companies (Tables A to F) Regulations 1985 as amended by S.I. 2007/2541 and S.I. 2007/2826 933

Business Names
Company, Limited Liability Partnership and Business Names (Sensitive Words and
Expressions) Regulations 2009 949
Partnership Law
Partnership Act 1890 955
Limited Partnerships Act 1907 965
Limited Liability Partnerships Act 2000 969
Limited Liability Partnerships Regulations 2001 979
Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 1009
Sale of Goods
Sale of Goods Act 1979 1101
Unfair Contract Terms Act 1977 1127
vi Business and Company Legislation
Insolvency
Insolvency Act 1986 1139
Financial Services
Stock Transfer Act 1963 1437
Financial Services and Markets Act 2000 1445
Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 1531
Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001 1597
Financial Services and Markets Act 2000 (Prescribed Markets and Qualifying Investments)
Order 2001 1601
Financial Services and Markets Act 2000 (Professions) (Non-Exempt Activities) Order 2001 1603
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 1609
Merger Control
Enterprise Act 2002 1663
Council Regulation (EC) No 139/2004 1679
EC Legislation
Treaty on the Functioning of the European Union 1707
Commission Regulation (EU) No 330/2010 1711
Council Regulation (EC) No 1/2003 1717
Commission Notice (2001/C 368/07) 1739
INDEX 1743
Companies Act 1985 1
Companies Act 2006
Arrangement of sections
PART 1 GENERAL INTRODUCTORY PROVISIONS 33
1 Companies 33
2 The Companies Acts 33
3 Limited and unlimited companies 33
4 Private and public companies 34
5 Companies limited by guarantee and having share capital 34
6 Community interest companies 34
PART 2 COMPANY FORMATION 34
7 Method of forming company 34
8 Memorandum of association 34
9 Registration documents 35
10 Statement of capital and initial shareholdings 35
11 Statement of guarantee 36
12 Statement of proposed officers 36
13 Statement of compliance 36
14 Registration 36
15 Issue of certificate of incorporation 36
16 Effect of registration 37
PART 3 A COMPANY’S CONSTITUTION 37
CHAPTER 1 INTRODUCTORY 37
17 A company’s constitution 37
CHAPTER 2 ARTICLES OF ASSOCIATION 37
18 Articles of association 37
19 Power of Secretary of State to prescribe model articles 37
20 Default application of model articles 38
21 Amendment of articles 38
22 Entrenched provisions of the articles 38
23 Notice to registrar o f existence of restriction on amendment of articles 38
24 Statement of compliance where amendment of articles restricted 38
25 Effect of alteration of articles on company’s members 39
26 Registrar to be sent copy of amended articles 39
27 Registrar’s notice to comply in case of failure with respect to amended articles 39
28 Existing companies: provisions of memorandum treated as provisions of articles 40
CHAPTER 3 RESOLUTIONS AND AGREEMENTS AFFECTING A COMPANY’S
CONSTITUTION 40
29 Resolutions and agreements affecting a company’s constitution 40
30 Copies of resolutions or agreements to be forwarded to registrar 40
CHAPTER 4 MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS 40
31 Statement of company’s objects 40
32 Constitutional documents to be provided to members 41
33 Effect of company’s constitution 41
34 Notice to registrar where company’s constitution altered by enactment 42
35 Notice to registrar where company’s constitution altered by order 42
36 Documents to be incorporated in or accompany copies of articles issued by company 42
37 Right to participate in profits otherwise than as member void 43
38 Application to single member companies of enactments and rules of law 43
2 Business and Company Legislation
PART 4 A COMPANY’S CAPACITY AND RELATED MATTERS 43
39 A company’s capacity 43
40 Power of directors to bind the company 43
41 Constitutional limitations: transactions involving directors or their associates 44
42 Constitutional limitations: companies that are charities 44
43 Company contracts 45
44 Execution of documents 45
45 Common seal 46
46 Execution of deeds 46
47 Execution of deeds or other documents by attorney 46
48 Execution of documents by companies 46
49 Official seal for use abroad 46
50 Official seal for share certificates etc 47
51 Pre-incorporation contracts, deeds and obligations 47
52 Bills of exchange and promissory notes 47
PART 5 A COMPANY’S NAME 47
CHAPTER 1 GENERAL REQUIREMENTS 47
53 Prohibited names 47
54 Names suggesting connection with government or public authority 48
55 Other sensitive words or expressions 48
56 Duty to seek comments of government department or other specified body 48
57 Permitted characters etc 48
CHAPTER 2 INDICATIONS OF COMPANY TYPE OR LEGAL FORM 49
58 Public limited companies 49
59 Private limited companies 49
60 Exemption from requirement as to use of “limited” 49
61 Continuation of existing exemption: companies limited by shares 49
62 Continuation of existing exemption: companies limited by guarantee 50
63 Exempt company: restriction on amendment of articles 50
64 Power to direct change of name in case of company ceasing to be entitled
to exemption 51
65 Inappropriate use of indications of company type or legal form 52
CHAPTER 3 SIMILARITY TO OTH ER NAMES 52
66 Name not to be the same as another in the index 52
67 Power to direct change of name in case of similarity to existing name 52
68 Direction to change name: supplementary provisions 53
69 Objection to company’s registered name 53
70 Company names adjudicators 54
71 Procedural rules 54
72 Decision of adjudicator to be made available to public 54
73 Order requiring name to be changed 54
74 Appeal from adjudicator’s decision 55
CHAPTER 4 OTHER POWERS OF THE SECRETARY OF STATE 55
75 Provision of misleading information etc 55
76 Misleading indication of activities 56
CHAPTER 5 CHANGE OF NAME 56
77 Change of name 56
78 Change of name by special resolution 56
79 Change of name by means provided for in company’s articles 57
80 Change of name: registration and issue of new certificate of incorporation 57
81 Change of name: effect 57
Companies Act 2006 3
CHAPTER 6 TRADING DISCLOSURES 57
82 Requirement to disclose company name etc 57
83 Civil consequences of failure to make required disclosure 58
84 Criminal consequences of failure to make required disclosures 58
85 Minor variations in form of name to be left out of account 58
PART 6 A COMPANY’S REGISTERED OFFICE 58
86 A company’s registered office 58
87 Change of address of registered office 58
88 Welsh companies 59
PART 7 RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY’S
STATUS 59
89 Alteration of status by re-registration 59
90 Re-registration of private company as public 60
91 Requirements as to share capital 60
92 Requirements as to net assets 61
93 Recent allotment of shares for non-cash consideration 61
94 Application and accompanying documents 62
95 Statement of proposed secretary 63
96 Issue of certificate of incorporation on re-registration 63
97 Re-registration of public company as private limited company 63
98 Application to court to cancel resolution 64
99 Notice to registrar of court application or order 64
100 Application and accompanying documents 65
101 Issue of certificate of incorporation on re-registration 65
102 Re-registration of private limited company as unlimited 65
103 Application and accompanying documents 65
104 Issue of certificate of incorporation on re-registration 66
105 Re-registration of unlimited company as limited 66
106 Application and accompanying documents 66
107 Issue of certificate of incorporation on re-registration 67
108 Statement of capital required where company already has share capital 67
109 Re-registration of public company as private and unlimited 68
110 Application and acc ompanying documents 68
111 Issue of certificate of incorporation on re-registration 68
PART 8 A COMPANY’S MEMBERS 69
CHAPTER 1 THE MEMBERS OF A COMPANY 69
112 The members of a company 69
CHAPTER 2 REGISTER OF MEMBERS 69
113 Register of members 69
114 Register to be kept available for inspection 70
115 Index of members 70
116 Rights to inspect and require copies 70
117 Register of members: response to request for inspection or copy 71
118 Register of members: refusal of inspection or default in providing copy 71
119 Register of members: offences in connection with request for or disclosure
of information 71
120 Information as to state of register and index 72
121 Removal of entries relating to former members 72
122 Share warrants 72
123 Single member companies 72
124 Company holding its own shares as treasury shares 73
125 Power of court to rectify register 73