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Companies Act 2006

2006 CHAPTER 46

CONTENTS

Go to Preamble

  1. Part 1

    General introductory provisions

    1. Companies and Companies Acts

      1. 1. Companies

      2. 2. The Companies Acts

    2. Types of company

      1. 3. Limited and unlimited companies

      2. 4. Private and public companies

      3. 5. Companies limited by guarantee and having share capital

      4. 6. Community interest companies

  2. Part 2

    Company formation

    1. General

      1. 7. Method of forming company

      2. 8. Memorandum of association

    2. Requirements for registration

      1. 9. Registration documents

      2. 10. Statement of capital and initial shareholdings

      3. 11. Statement of guarantee

      4. 12. Statement of proposed officers

      5. 13. Statement of compliance

    3. Registration and its effect

      1. 14. Registration

      2. 15. Issue of certificate of incorporation

      3. 16. Effect of registration

  3. Part 3

    A company’s constitution

    1. Chapter 1

      Introductory

      1. 17. A company’s constitution

    2. Chapter 2

      Articles of association

      1. General

        1. 18. Articles of association

        2. 19. Power of Secretary of State to prescribe model articles

        3. 20. Default application of model articles

      2. Alteration of articles

        1. 21. Amendment of articles

        2. 22. Entrenched provisions of the articles

        3. 23. Notice to registrar of existence of restriction on amendment of articles

        4. 24. Statement of compliance where amendment of articles restricted

        5. 25. Effect of alteration of articles on company’s members

        6. 26. Registrar to be sent copy of amended articles

        7. 27. Registrar’s notice to comply in case of failure with respect to amended articles

      3. Supplementary

        1. 28. Existing companies: provisions of memorandum treated as provisions of articles

    3. Chapter 3

      Resolutions and agreements affecting a company’s constitution

      1. 29. Resolutions and agreements affecting a company’s constitution

      2. 30. Copies of resolutions or agreements to be forwarded to registrar

    4. Chapter 4

      Miscellaneous and supplementary provisions

      1. Statement of company’s objects

        1. 31. Statement of company’s objects

      2. Other provisions with respect to a company’s constitution

        1. 32. Constitutional documents to be provided to members

        2. 33. Effect of company’s constitution

        3. 34. Notice to registrar where company’s constitution altered by enactment

        4. 35. Notice to registrar where company’s constitution altered by order

        5. 36. Documents to be incorporated in or accompany copies of articles issued by company

      3. Supplementary provisions

        1. 37. Right to participate in profits otherwise than as member void

        2. 38. Application to single member companies of enactments and rules of law

  4. Part 4

    A company’s capacity and related matters

    1. Capacity of company and power of directors to bind it

      1. 39. A company’s capacity

      2. 40. Power of directors to bind the company

      3. 41. Constitutional limitations: transactions involving directors or their associates

      4. 42. Constitutional limitations: companies that are charities

    2. Formalities of doing business under the law of England and Wales or Northern Ireland

      1. 43. Company contracts

      2. 44. Execution of documents

      3. 45. Common seal

      4. 46. Execution of deeds

      5. 47. Execution of deeds or other documents by attorney

    3. Formalities of doing business under the law of Scotland

      1. 48. Execution of documents by companies

    4. Other matters

      1. 49. Official seal for use abroad

      2. 50. Official seal for share certificates etc

      3. 51. Pre-incorporation contracts, deeds and obligations

      4. 52. Bills of exchange and promissory notes

  5. Part 5

    A company’s name

    1. Chapter 1

      General requirements

      1. Prohibited names

        1. 53. Prohibited names

      2. Sensitive words and expressions

        1. 54. Names suggesting connection with government or public authority

        2. 55. Other sensitive words or expressions

        3. 56. Duty to seek comments of government department or other specified body

      3. Permitted characters etc

        1. 57. Permitted characters etc

    2. Chapter 2

      Indications of company type or legal form

      1. Required indications for limited companies

        1. 58. Public limited companies

        2. 59. Private limited companies

        3. 60. Exemption from requirement as to use of “limited”

        4. 61. Continuation of existing exemption: companies limited by shares

        5. 62. Continuation of existing exemption: companies limited by guarantee

        6. 63. Exempt company: restriction on amendment of articles

        7. 64. Power to direct change of name in case of company ceasing to be entitled to exemption

      2. Inappropriate use of indications of company type or legal form

        1. 65. Inappropriate use of indications of company type or legal form

    3. Chapter 3

      Similarity to other names

      1. Similarity to other name on registrar’s index

        1. 66. Name not to be the same as another in the index

        2. 67. Power to direct change of name in case of similarity to existing name

        3. 68. Direction to change name: supplementary provisions

      2. Similarity to other name in which person has goodwill

        1. 69. Objection to company’s registered name

        2. 70. Company names adjudicators

        3. 71. Procedural rules

        4. 72. Decision of adjudicator to be made available to public

        5. 73. Order requiring name to be changed

        6. 74. Appeal from adjudicator’s decision

    4. Chapter 4

      Other powers of the Secretary of State

      1. 75. Provision of misleading information etc

      2. 76. Misleading indication of activities

    5. Chapter 5

      Change of name

      1. 77. Change of name

      2. 78. Change of name by special resolution

      3. 79. Change of name by means provided for in company’s articles

      4. 80. Change of name: registration and issue of new certificate of incorporation

      5. 81. Change of name: effect

    6. Chapter 6

      Trading disclosures

      1. 82. Requirement to disclose company name etc

      2. 83. Civil consequences of failure to make required disclosure

      3. 84. Criminal consequences of failure to make required disclosures

      4. 85. Minor variations in form of name to be left out of account

  6. Part 6

    A company’s registered office

    1. General

      1. 86. A company’s registered office

      2. 87. Change of address of registered office

    2. Welsh companies

      1. 88. Welsh companies

  7. Part 7

    Re-registration as a means of altering a company’s status

    1. Introductory

      1. 89. Alteration of status by re-registration

    2. Private company becoming public

      1. 90. Re-registration of private company as public

      2. 91. Requirements as to share capital

      3. 92. Requirements as to net assets

      4. 93. Recent allotment of shares for non-cash consideration

      5. 94. Application and accompanying documents

      6. 95. Statement of proposed secretary

      7. 96. Issue of certificate of incorporation on re-registration

    3. Public company becoming private

      1. 97. Re-registration of public company as private limited company

      2. 98. Application to court to cancel resolution

      3. 99. Notice to registrar of court application or order

      4. 100. Application and accompanying documents

      5. 101. Issue of certificate of incorporation on re-registration

    4. Private limited company becoming unlimited

      1. 102. Re-registration of private limited company as unlimited

      2. 103. Application and accompanying documents

      3. 104. Issue of certificate of incorporation on re-registration

    5. Unlimited private company becoming limited

      1. 105. Re-registration of unlimited company as limited

      2. 106. Application and accompanying documents

      3. 107. Issue of certificate of incorporation on re-registration

      4. 108. Statement of capital required where company already has share capital

    6. Public company becoming private and unlimited

      1. 109. Re-registration of public company as private and unlimited

      2. 110. Application and accompanying documents

      3. 111. Issue of certificate of incorporation on re-registration

  8. Part 8

    A company’s members

    1. Chapter 1

      The members of a company

      1. 112. The members of a company

    2. Chapter 2

      Register of members

      1. General

        1. 113. Register of members

        2. 114. Register to be kept available for inspection

        3. 115. Index of members

        4. 116. Rights to inspect and require copies

        5. 117. Register of members: response to request for inspection or copy

        6. 118. Register of members: refusal of inspection or default in providing copy

        7. 119. Register of members: offences in connection with request for or disclosure of information

        8. 120. Information as to state of register and index

        9. 121. Removal of entries relating to former members

      2. Special cases

        1. 122. Share warrants

        2. 123. Single member companies

        3. 124. Company holding its own shares as treasury shares

      3. Supplementary

        1. 125. Power of court to rectify register

        2. 126. Trusts not to be entered on register

        3. 127. Register to be evidence

        4. 128. Time limit for claims arising from entry in register

    3. Chapter 3

      Overseas branch registers

      1. 129. Overseas branch registers

      2. 130. Notice of opening of overseas branch register

      3. 131. Keeping of overseas branch register

      4. 132. Register or duplicate to be kept available for inspection in UK

      5. 133. Transactions in shares registered in overseas branch register

      6. 134. Jurisdiction of local courts

      7. 135. Discontinuance of overseas branch register

    4. Chapter 4

      Prohibition on subsidiary being member of its holding company

      1. General prohibition

        1. 136. Prohibition on subsidiary being a member of its holding company

        2. 137. Shares acquired before prohibition became applicable

      2. Subsidiary acting as personal representative or trustee

        1. 138. Subsidiary acting as personal representative or trustee

        2. 139. Interests to be disregarded: residual interest under pension scheme or employees' share scheme

        3. 140. Interests to be disregarded: employer’s rights of recovery under pension scheme or employees' share scheme

      3. Subsidiary acting as dealer in securities

        1. 141. Subsidiary acting as authorised dealer in securities

        2. 142. Protection of third parties in other cases where subsidiary acting as dealer in securities

      4. Supplementary

        1. 143. Application of provisions to companies not limited by shares

        2. 144. Application of provisions to nominees

  9. Part 9

    Exercise of members' rights

    1. Effect of provisions in company’s articles

      1. 145. Effect of provisions of articles as to enjoyment or exercise of members' rights

    2. Information rights

      1. 146. Traded companies: nomination of persons to enjoy information rights

      2. 147. Information rights: form in which copies to be provided

      3. 148. Termination or suspension of nomination

      4. 149. Information as to possible rights in relation to voting

      5. 150. Information rights: status of rights

      6. 151. Information rights: power to amend

    3. Exercise of rights where shares held on behalf of others

      1. 152. Exercise of rights where shares held on behalf of others: exercise in different ways

      2. 153. Exercise of rights where shares held on behalf of others: members' requests

  10. Part 10

    A company’s directors

    1. Chapter 1

      Appointment and removal of directors

      1. Requirement to have directors

        1. 154. Companies required to have directors

        2. 155. Companies required to have at least one director who is a natural person

        3. 156. Direction requiring company to make appointment

      2. Appointment

        1. 157. Minimum age for appointment as director

        2. 158. Power to provide for exceptions from minimum age requirement

        3. 159. Existing under-age directors

        4. 160. Appointment of directors of public company to be voted on individually

        5. 161. Validity of acts of directors

      3. Register of directors, etc

        1. 162. Register of directors

        2. 163. Particulars of directors to be registered: individuals

        3. 164. Particulars of directors to be registered: corporate directors and firms

        4. 165. Register of directors' residential addresses

        5. 166. Particulars of directors to be registered: power to make regulations

        6. 167. Duty to notify registrar of changes

      4. Removal

        1. 168. Resolution to remove director

        2. 169. Director’s right to protest against removal

    2. Chapter 2

      General duties of directors

      1. Introductory

        1. 170. Scope and nature of general duties

      2. The general duties

        1. 171. Duty to act within powers

        2. 172. Duty to promote the success of the company

        3. 173. Duty to exercise independent judgment

        4. 174. Duty to exercise reasonable care, skill and diligence

        5. 175. Duty to avoid conflicts of interest

        6. 176. Duty not to accept benefits from third parties

        7. 177. Duty to declare interest in proposed transaction or arrangement

      3. Supplementary provisions

        1. 178. Civil consequences of breach of general duties

        2. 179. Cases within more than one of the general duties

        3. 180. Consent, approval or authorisation by members

        4. 181. Modification of provisions in relation to charitable companies

    3. Chapter 3

      Declaration of interest in existing transaction or arrangement

      1. 182. Declaration of interest in existing transaction or arrangement

      2. 183. Offence of failure to declare interest

      3. 184. Declaration made by notice in writing

      4. 185. General notice treated as sufficient declaration

      5. 186. Declaration of interest in case of company with sole director

      6. 187. Declaration of interest in existing transaction by shadow director

    4. Chapter 4

      Transactions with directors requiring approval of members

      1. Service contracts

        1. 188. Directors' long-term service contracts: requirement of members' approval

        2. 189. Directors' long-term service contracts: civil consequences of contravention

      2. Substantial property transactions

        1. 190. Substantial property transactions: requirement of members' approval

        2. 191. Meaning of “substantial”

        3. 192. Exception for transactions with members or other group companies

        4. 193. Exception in case of company in winding up or administration

        5. 194. Exception for transactions on recognised investment exchange

        6. 195. Property transactions: civil consequences of contravention

        7. 196. Property transactions: effect of subsequent affirmation

      3. Loans, quasi-loans and credit transactions

        1. 197. Loans to directors: requirement of members' approval

        2. 198. Quasi-loans to directors: requirement of members' approval

        3. 199. Meaning of “quasi-loan” and related expressions

        4. 200. Loans or quasi-loans to persons connected with directors: requirement of members' approval

        5. 201. Credit transactions: requirement of members' approval

        6. 202. Meaning of “credit transaction”

        7. 203. Related arrangements: requirement of members' approval

        8. 204. Exception for expenditure on company business

        9. 205. Exception for expenditure on defending proceedings etc

        10. 206. Exception for expenditure in connection with regulatory action or investigation

        11. 207. Exceptions for minor and business transactions

        12. 208. Exceptions for intra-group transactions

        13. 209. Exceptions for money-lending companies

        14. 210. Other relevant transactions or arrangements

        15. 211. The value of transactions and arrangements

        16. 212. The person for whom a transaction or arrangement is entered into

        17. 213. Loans etc: civil consequences of contravention

        18. 214. Loans etc: effect of subsequent affirmation

      4. Payments for loss of office

        1. 215. Payments for loss of office

        2. 216. Amounts taken to be payments for loss of office

        3. 217. Payment by company: requirement of members' approval

        4. 218. Payment in connection with transfer of undertaking etc: requirement of members' approval

        5. 219. Payment in connection with share transfer: requirement of members' approval

        6. 220. Exception for payments in discharge of legal obligations etc

        7. 221. Exception for small payments

        8. 222. Payments made without approval: civil consequences

      5. Supplementary

        1. 223. Transactions requiring members' approval: application of provisions to shadow directors

        2. 224. Approval by written resolution: accidental failure to send memorandum

        3. 225. Cases where approval is required under more than one provision

        4. 226. Requirement of consent of Charity Commission: companies that are charities

    5. Chapter 5

      Directors' service contracts

      1. 227. Directors' service contracts

      2. 228. Copy of contract or memorandum of terms to be available for inspection

      3. 229. Right of member to inspect and request copy

      4. 230. Directors' service contracts: application of provisions to shadow directors

    6. Chapter 6

      Contracts with sole members who are directors

      1. 231. Contract with sole member who is also a director

    7. Chapter 7

      Directors' liabilities

      1. Provision protecting directors from liability

        1. 232. Provisions protecting directors from liability

        2. 233. Provision of insurance

        3. 234. Qualifying third party indemnity provision

        4. 235. Qualifying pension scheme indemnity provision

        5. 236. Qualifying indemnity provision to be disclosed in directors' report

        6. 237. Copy of qualifying indemnity provision to be available for inspection

        7. 238. Right of member to inspect and request copy

      2. Ratification of acts giving rise to liability

        1. 239. Ratification of acts of directors

    8. Chapter 8

      Directors' residential addresses: protection from disclosure

      1. 240. Protected information

      2. 241. Protected information: restriction on use or disclosure by company

      3. 242. Protected information: restriction on use or disclosure by registrar

      4. 243. Permitted use or disclosure by the registrar

      5. 244. Disclosure under court order

      6. 245. Circumstances in which registrar may put address on the public record

      7. 246. Putting the address on the public record

    9. Chapter 9

      Supplementary provisions

      1. Provision for employees on cessation or transfer of business

        1. 247. Power to make provision for employees on cessation or transfer of business

      2. Records of meetings of directors

        1. 248. Minutes of directors' meetings

        2. 249. Minutes as evidence

      3. Meaning of “director” and “shadow director”

        1. 250. “Director”

        2. 251. “Shadow director”

      4. Other definitions

        1. 252. Persons connected with a director

        2. 253. Members of a director’s family

        3. 254. Director “connected with” a body corporate

        4. 255. Director “controlling” a body corporate

        5. 256. Associated bodies corporate

        6. 257. References to company’s constitution

      5. General

        1. 258. Power to increase financial limits

        2. 259. Transactions under foreign law

  11. Part 11

    Derivative claims and proceedings by members

    1. Chapter 1

      Derivative claims in England and Wales or Northern Ireland

      1. 260. Derivative claims

      2. 261. Application for permission to continue derivative claim

      3. 262. Application for permission to continue claim as a derivative claim

      4. 263. Whether permission to be given

      5. 264. Application for permission to continue derivative claim brought by another member

    2. Chapter 2

      Derivative proceedings in Scotland

      1. 265. Derivative proceedings

      2. 266. Requirement for leave and notice

      3. 267. Application to continue proceedings as derivative proceedings

      4. 268. Granting of leave

      5. 269. Application by member to be substituted for member pursuing derivative proceedings

  12. Part 12

    Company secretaries

    1. Private companies

      1. 270. Private company not required to have secretary

    2. Public companies

      1. 271. Public company required to have secretary

      2. 272. Direction requiring public company to appoint secretary

      3. 273. Qualifications of secretaries of public companies

    3. Provisions applying to private companies with a secretary and to public companies

      1. 274. Discharge of functions where office vacant or secretary unable to act

      2. 275. Duty to keep register of secretaries

      3. 276. Duty to notify registrar of changes

      4. 277. Particulars of secretaries to be registered: individuals

      5. 278. Particulars of secretaries to be registered: corporate secretaries and firms

      6. 279. Particulars of secretaries to be registered: power to make regulations

      7. 280. Acts done by person in dual capacity

  13. Part 13

    Resolutions and meetings

    1. Chapter 1

      General provisions about resolutions

      1. 281. Resolutions

      2. 282. Ordinary resolutions

      3. 283. Special resolutions

      4. 284. Votes: general rules

      5. 285. Votes: specific requirements

      6. 286. Votes of joint holders of shares

      7. 287. Saving for provisions of articles as to determination of entitlement to vote

    2. Chapter 2

      Written resolutions

      1. General provisions about written resolutions

        1. 288. Written resolutions of private companies

        2. 289. Eligible members

      2. Circulation of written resolutions

        1. 290. Circulation date

        2. 291. Circulation of written resolutions proposed by directors

        3. 292. Members' power to require circulation of written resolution

        4. 293. Circulation of written resolution proposed by members

        5. 294. Expenses of circulation

        6. 295. Application not to circulate members' statement

      3. Agreeing to written resolutions

        1. 296. Procedure for signifying agreement to written resolution

        2. 297. Period for agreeing to written resolution

      4. Supplementary

        1. 298. Sending documents relating to written resolutions by electronic means

        2. 299. Publication of written resolution on website

        3. 300. Relationship between this Chapter and provisions of company’s articles

    3. Chapter 3

      Resolutions at meetings

      1. General provisions about resolutions at meetings

        1. 301. Resolutions at general meetings

      2. Calling meetings

        1. 302. Directors' power to call general meetings

        2. 303. Members' power to require directors to call general meeting

        3. 304. Directors' duty to call meetings required by members