Office of Public Sector Information
(1) Part 7 of the Companies Act 1985 (c. 6) and Part 8 of the Companies (Northern Ireland) Order 1986 (accounts and audit) are amended in accordance with Schedule 9 to this Act so as to remove the special provisions about companies that are charities.
(2) In that Schedule—
Part 1 contains repeals and consequential amendments of provisions of the Companies Act 1985;
Part 2 contains repeals and consequential amendments of provisions of the Companies (Northern Ireland) Order 1986.
(1) Section 438 of the Companies Act 1985 (power of Secretary of State to bring civil proceedings on company’s behalf) shall cease to have effect.
(2) In section 439 of that Act (expenses of investigating company’s affairs)—
(a) in subsection (2) omit “, or is ordered to pay the whole or any part of the costs of proceedings brought under section 438,”;
(b) omit subsections (3) and (7) (which relate to section 438);
(c) in subsection (8)—
(i) for “subsections (2) and (3)” substitute “subsection (2)”, and
(ii) omit “; and any such liability imposed by subsection (2) is (subject as mentioned above) a liability also to indemnify all persons against liability under subsection (3)”.
(3) In section 453(1A) of that Act (investigation of overseas companies: provisions not applicable), omit paragraph (b) (which relates to section 438).
(4) Nothing in this section affects proceedings brought under section 438 before the commencement of this section.
The following provisions of Part 10 of the Companies Act 1985 shall cease to have effect—
section 311 (prohibition on tax-free payments to directors);
sections 323 and 327 (prohibition on directors dealing in share options);
sections 324 to 326 and 328 to 329, and Parts 2 to 4 of Schedule 13 (register of directors' interests);
sections 343 and 344 (special procedure for disclosure by banks).
The following provisions shall cease to have effect—
section 720 of the Companies Act 1985 (c. 6) (certain companies to publish periodical statement), and
Schedule 23 to that Act (form of statement under section 720).
Section 729 of the Companies Act 1985 (annual report to Parliament by Secretary of State on matters within the Companies Acts) shall cease to have effect.
Part 4 of the Companies Act 1989 (c. 40) (registration of company charges), which has not been brought into force, is repealed.
(1) The Secretary of State may by order—
(a) amend Chapter 1 of Part 1 of the Leasehold Reform, Housing and Urban Development Act 1993 (c. 28) for the purpose of facilitating access to the provisions of the articles or any other constitutional document of RTE companies;
(b) amend Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 2002 (c. 15) (leasehold reform) for the purpose of facilitating access to the provisions of the articles or any other constitutional document of RTM companies.
(2) References in subsection (1) to provisions of a company’s articles or any other constitutional document include any provisions included in those documents by virtue of any enactment.
(3) An order under this section is subject to negative resolution procedure.
(4) In this section—
“RTE companies” has the same meaning as in Chapter 1 of Part 1 of the Leasehold Reform, Housing and Urban Development Act 1993;
“RTM companies” has the same meaning as in Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 2002.
(1) This section defines what is meant by references in this Part to a person being subject to foreign restrictions.
(2) A person is subject to foreign restrictions if under the law of a country or territory outside the United Kingdom—
(a) he is, by reason of misconduct or unfitness, disqualified to any extent from acting in connection with the affairs of a company,
(b) he is, by reason of misconduct or unfitness, required—
(i) to obtain permission from a court or other authority, or
(ii) to meet any other condition,
before acting in connection with the affairs of a company, or
(c) he has, by reason of misconduct or unfitness, given undertakings to a court or other authority of a country or territory outside the United Kingdom—
(i) not to act in connection with the affairs of a company, or
(ii) restricting the extent to which, or the way in which, he may do so.
(3) The references in subsection (2) to acting in connection with the affairs of a company are to doing any of the following—
(a) being a director of a company,
(b) acting as receiver of a company’s property, or
(c) being concerned or taking part in the promotion, formation or management of a company.
(4) In this section—
(a) “company” means a company incorporated or formed under the law of the country or territory in question, and
(b) in relation to such a company—
“director” means the holder of an office corresponding to that of director of a UK company; and
“receiver” includes any corresponding officer under the law of that country or territory.
In this Part—
“the court” means—
in England and Wales, the High Court or a county court;
in Scotland, the Court of Session or the sheriff court;
in Northern Ireland, the High Court;
“UK company” means a company registered under this Act.
(1) The Secretary of State may make provision by regulations disqualifying a person subject to foreign restrictions from—
(a) being a director of a UK company,
(b) acting as receiver of a UK company’s property, or
(c) in any way, whether directly or indirectly, being concerned or taking part in the promotion, formation or management of a UK company.
(2) The regulations may provide that a person subject to foreign restrictions—
(a) is disqualified automatically by virtue of the regulations, or
(b) may be disqualified by order of the court on the application of the Secretary of State.
(3) The regulations may provide that the Secretary of State may accept an undertaking (a “disqualification undertaking”) from a person subject to foreign restrictions that he will not do anything which would be in breach of a disqualification under subsection (1).
(4) In this Part—
(a) a “person disqualified under this Part” is a person—
(i) disqualified as mentioned in subsection (2)(a) or (b), or
(ii) who has given and is subject to a disqualification undertaking;
(b) references to a breach of a disqualification include a breach of a disqualification undertaking.
(5) The regulations may provide for applications to the court by persons disqualified under this Part for permission to act in a way which would otherwise be in breach of the disqualification.
(6) The regulations must provide that a person ceases to be disqualified under this Part on his ceasing to be subject to foreign restrictions.
(7) Regulations under this section are subject to affirmative resolution procedure.
(1) Regulations under section 1184 may make different provision for different cases and may in particular distinguish between cases by reference to—
(a) the conduct on the basis of which the person became subject to foreign restrictions;
(b) the nature of the foreign restrictions;
(c) the country or territory under whose law the foreign restrictions were imposed.
(2) Regulations under section 1184(2)(b) or (5) (provision for applications to the court)—
(a) must specify the grounds on which an application may be made;
(b) may specify factors to which the court shall have regard in determining an application.
(3) The regulations may, in particular, require the court to have regard to the following factors—
(a) whether the conduct on the basis of which the person became subject to foreign restrictions would, if done in relation to a UK company, have led a court to make a disqualification order on an application under the Company Directors Disqualification Act 1986 (c. 46) or the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4));
(b) in a case in which the conduct on the basis of which the person became subject to foreign restrictions would not be unlawful if done in relation to a UK company, the fact that the person acted unlawfully under foreign law;
(c) whether the person’s activities in relation to UK companies began after he became subject to foreign restrictions;
(d) whether the person’s activities (or proposed activities) in relation to UK companies are undertaken (or are proposed to be undertaken) outside the United Kingdom.
(4) Regulations under section 1184(3) (provision as to undertakings given to the Secretary of State) may include provision allowing the Secretary of State, in determining whether to accept an undertaking, to take into account matters other than criminal convictions notwithstanding that the person may be criminally liable in respect of those matters.
(5) Regulations under section 1184(5) (provision for application to court for permission to act) may include provision—
(a) entitling the Secretary of State to be represented at the hearing of the application, and
(b) as to the giving of evidence or the calling of witnesses by the Secretary of State at the hearing of the application.
(1) Regulations under section 1184 may provide that a person disqualified under this Part who acts in breach of the disqualification commits an offence.
(2) The regulations may provide that a person guilty of such an offence is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);
(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).
(3) In relation to an offence committed before the commencement of section 154(1) of the Criminal Justice Act 2003 (c. 44), for “twelve months” in subsection (2)(b)(i) substitute “six months”.
(1) The Secretary of State may provide by regulations that a person who, at a time when he is subject to foreign restrictions—
(a) is a director of a UK company, or
(b) is involved in the management of a UK company,
is personally responsible for all debts and other liabilities of the company incurred during that time.
(2) A person who is personally responsible by virtue of this section for debts and other liabilities of a company is jointly and severally liable in respect of those debts and liabilities with—
(a) the company, and
(b) any other person who (whether by virtue of this section or otherwise) is so liable.
(3) For the purposes of this section a person is involved in the management of a company if he is concerned, whether directly or indirectly, or takes part, in the management of the company.
(4) The regulations may make different provision for different cases and may in particular distinguish between cases by reference to—
(a) the conduct on the basis of which the person became subject to foreign restrictions;
(b) the nature of the foreign restrictions;
(c) the country or territory under whose law the foreign restrictions were imposed.
(5) Regulations under this section are subject to affirmative resolution procedure.
(1) The Secretary of State may make provision by regulations requiring a person who—
(a) is subject to foreign restrictions, and
(b) is not disqualified under this Part,
to send a statement to the registrar if he does anything that, if done by a person disqualified under this Part, would be in breach of the disqualification.
(2) The statement must include such information as may be specified in the regulations relating to—
(a) the person’s activities in relation to UK companies, and
(b) the foreign restrictions to which the person is subject.
(3) The statement must be sent to the registrar within such period as may be specified in the regulations.
(4) The regulations may make different provision for different cases and may in particular distinguish between cases by reference to—
(a) the conduct on the basis of which the person became subject to foreign restrictions;
(b) the nature of the foreign restrictions;
(c) the country or territory under whose law the foreign restrictions were imposed.
(5) Regulations under this section are subject to affirmative resolution procedure.
(1) The Secretary of State may make provision by regulations requiring a statement or notice sent to the registrar of companies under any of the provisions listed below that relates (wholly or partly) to a person who—
(a) is a person disqualified under this Part, or
(b) is subject to a disqualification order or disqualification undertaking under the Company Directors Disqualification Act 1986 (c. 46) or the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)),
to be accompanied by an additional statement.
(2) The provisions referred to above are—
(a) section 12 (statement of a company’s proposed officers),
(b) section 167(2) (notice of person having become director), and
(c) section 276 (notice of a person having become secretary or one of joint secretaries).
(3) The additional statement is a statement that the person has obtained permission from a court, on an application under section 1184(5) or (as the case may be) for the purposes of section 1(1)(a) of the Company Directors Disqualification Act 1986 (c. 46) or Article 3(1) of the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)), to act in the capacity in question.
(4) Regulations under this section are subject to affirmative resolution procedure.
(1) Regulations under section 1188 or 1189 (statements required to be sent to registrar) may provide that a statement sent to the registrar of companies under the regulations is to be treated as a record relating to a company for the purposes of section 1080 (the companies register).
(2) The regulations may make provision as to the circumstances in which such a statement is to be, or may be—
(a) withheld from public inspection, or
(b) removed from the register.
(3) The regulations may, in particular, provide that a statement is not to be withheld from public inspection or removed from the register unless the person to whom it relates provides such information, and satisfies such other conditions, as may be specified.
(4) The regulations may provide that section 1081 (note of removal of material from the register) does not apply, or applies with such modifications as may be specified, in the case of material removed from the register under the regulations.
(5) In this section “specified” means specified in the regulations.
(1) Regulations under section 1188 or 1189 may provide that it is an offence for a person—
(a) to fail to comply with a requirement under the regulations to send a statement to the registrar;
(b) knowingly or recklessly to send a statement under the regulations to the registrar that is misleading, false or deceptive in a material particular.
(2) The regulations may provide that a person guilty of such an offence is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);
(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).
(3) In relation to an offence committed before the commencement of section 154(1) of the Criminal Justice Act 2003 (c. 44), for “twelve months” in subsection (2)(b)(i) substitute “six months”.
Companies Act 2006