|
| |
|
78 | Change of name by special resolution |
| |
(1) | Where a change of name has been agreed to by a company by special |
| |
resolution, the company must give notice to the registrar. |
| |
| This is in addition to the obligation to forward a copy of the resolution to the |
| |
| 5 |
(2) | Where a change of name by special resolution is conditional on the occurrence |
| |
of an event, the notice given to the registrar of the change must— |
| |
(a) | specify that the change is conditional, and |
| |
(b) | state whether the event has occurred. |
| |
(3) | If the notice states that the event has not occurred— |
| 10 |
(a) | the registrar is not required to act under section 80 (registration and |
| |
issue of new certificate of incorporation) until further notice, |
| |
(b) | when the event occurs, the company must give notice to the registrar |
| |
stating that it has occurred, and |
| |
(c) | the registrar may rely on the statement as sufficient evidence of the |
| 15 |
| |
79 | Change of name by means provided for in company’s articles |
| |
(1) | Where a change of a company’s name has been made by other means provided |
| |
| |
(a) | the company must give notice to the registrar, and |
| 20 |
(b) | the notice must be accompanied by a statement that the change of name |
| |
has been made by means provided for by the company’s articles. |
| |
(2) | The registrar may rely on the statement as sufficient evidence of the matters |
| |
| |
80 | Change of name: registration and issue of new certificate of incorporation |
| 25 |
(1) | This section applies where the registrar receives notice of a change of a |
| |
| |
(2) | If the registrar is satisfied— |
| |
(a) | that the new name complies with the requirements of this Part, and |
| |
(b) | that the requirements of the Companies Acts, and any relevant |
| 30 |
requirements of the company’s articles, with respect to a change of |
| |
| |
| the registrar must enter the new name on the register in place of the former |
| |
| |
(3) | On the registration of the new name, the registrar must issue a certificate of |
| 35 |
incorporation altered to meet the circumstances of the case. |
| |
81 | Change of name: effect |
| |
(1) | A change of a company’s name has effect from the date on which the new |
| |
certificate of incorporation is issued. |
| |
(2) | The change does not affect any rights or obligations of the company or render |
| 40 |
defective any legal proceedings by or against it. |
| |
|
| |
|
| |
|
(3) | Any legal proceedings that might have been continued or commenced against |
| |
it by its former name may be continued or commenced against it by its new |
| |
| |
| |
| 5 |
82 | Requirement to disclose company name etc |
| |
(1) | The Secretary of State may by regulations make provision requiring |
| |
| |
(a) | to display specified information in specified locations, |
| |
(b) | to state specified information in specified descriptions of document or |
| 10 |
| |
(c) | to provide specified information on request to those they deal with in |
| |
the course of their business. |
| |
| |
(a) | must in every case require disclosure of the name of the company, and |
| 15 |
(b) | may make provision as to the manner in which any specified |
| |
information is to be displayed, stated or provided. |
| |
(3) | The regulations may provide that, for the purposes of any requirement to |
| |
disclose a company’s name, any variation between a word or words required |
| |
to be part of the name and a permitted abbreviation of that word or those |
| 20 |
words (or vice versa) shall be disregarded. |
| |
(4) | In this section “specified” means specified in the regulations. |
| |
(5) | Regulations under this section are subject to affirmative resolution procedure. |
| |
83 | Civil consequences of failure to make required disclosure |
| |
(1) | This section applies to any legal proceedings brought by a company to which |
| 25 |
section 82 applies (requirement to disclose company name etc) to enforce a |
| |
right arising out of a contract made in the course of a business in respect of |
| |
which the company was, at the time the contract was made, in breach of |
| |
regulations under that section. |
| |
(2) | The proceedings shall be dismissed if the defendant (in Scotland, the defender) |
| 30 |
to the proceedings shows— |
| |
(a) | that he has a claim against the claimant (pursuer) arising out of the |
| |
contract that he has been unable to pursue by reason of the latter’s |
| |
breach of the regulations, or |
| |
(b) | that he has suffered some financial loss in connection with the contract |
| 35 |
by reason of the claimant’s (pursuer’s) breach of the regulations, |
| |
| unless the court before which the proceedings are brought is satisfied that it is |
| |
just and equitable to permit the proceedings to continue. |
| |
(3) | This section does not affect the right of any person to enforce such rights as he |
| |
may have against another person in any proceedings brought by that person. |
| 40 |
|
| |
|
| |
|
84 | Criminal consequences of failure to make required disclosures |
| |
(1) | Regulations under section 82 may provide— |
| |
(a) | that where a company fails, without reasonable excuse, to comply with |
| |
any specified requirement of regulations under that section an offence |
| |
| 5 |
| |
(ii) | every officer of the company who is in default; |
| |
(b) | that a person guilty of such an offence is liable on summary conviction |
| |
to a fine not exceeding level 3 on the standard scale and, in the case of |
| |
continued contravention, to a daily default fine not exceeding one- |
| 10 |
tenth of level 3 on the standard scale. |
| |
(2) | In subsection (1)(a) “specified” means specified in the regulations. |
| |
85 | Minor variations in form of name to be left out of account |
| |
(1) | For the purposes of this Chapter, in considering a company’s name no account |
| |
| 15 |
(a) | whether upper or lower case characters (or a combination of the two) |
| |
| |
(b) | whether diacritical marks or punctuation are present or absent, |
| |
(c) | whether the name is in the same format or style as is specified under |
| |
section 58(1)(b) for the purposes of registration, |
| 20 |
| provided there is no real likelihood of names differing only in those respects |
| |
being taken to be different names. |
| |
(2) | This does not affect the operation of regulations under section 58(1)(a) |
| |
permitting only specified characters, diacritical marks or punctuation. |
| |
| 25 |
A company’s registered office |
| |
| |
86 | A company’s registered office |
| |
| A company must at all times have a registered office to which all |
| |
communications and notices may be addressed. |
| 30 |
87 | Change of address of registered office |
| |
(1) | A company may change the address of its registered office by giving notice to |
| |
| |
(2) | The change takes effect upon the notice being registered by the registrar, but |
| |
until the end of the period of 14 days beginning with the date on which it is |
| 35 |
registered a person may validly serve any document on the company at the |
| |
address previously registered. |
| |
(3) | For the purposes of any duty of a company— |
| |
(a) | to keep available for inspection at its registered office any register, |
| |
index or other document, or |
| 40 |
|
| |
|
| |
|
(b) | to mention the address of its registered office in any document, |
| |
a company that has given notice to the registrar of a change in the address of |
| |
its registered office may act on the change as from such date, not more than 14 |
| |
days after the notice is given, as it may determine. |
| |
(4) | Where a company unavoidably ceases to perform at its registered office any |
| 5 |
such duty as is mentioned in subsection (3)(a) in circumstances in which it was |
| |
not practicable to give prior notice to the registrar of a change in the address of |
| |
its registered office, but— |
| |
(a) | resumes performance of that duty at other premises as soon as |
| |
| 10 |
(b) | gives notice accordingly to the registrar of a change in the situation of |
| |
its registered office within 14 days of doing so, |
| |
| it is not to be treated as having failed to comply with that duty. |
| |
| |
| 15 |
(1) | In the Companies Acts a “Welsh company” means a company as to which it is |
| |
stated in the register that its registered office is to be situated in Wales. |
| |
| |
(a) | whose registered office is in Wales, and |
| |
(b) | as to which it is stated in the register that its registered office is to be |
| 20 |
situated in England and Wales, |
| |
| may by special resolution require the register to be amended so that it states |
| |
that the company’s registered office is to be situated in Wales. |
| |
| |
(a) | whose registered office is in Wales, and |
| 25 |
(b) | as to which it is stated in the register that its registered office is to be |
| |
| |
| may by special resolution require the register to be amended so that it states |
| |
that the company’s registered office is to be situated in England and Wales. |
| |
(4) | Where a company passes a resolution under this section it must give notice to |
| 30 |
the registrar, who shall— |
| |
(a) | amend the register accordingly, and |
| |
(b) | issue a new certificate of incorporation altered to meet the |
| |
circumstances of the case. |
| |
| 35 |
Re-registration as a means of altering a company’s status |
| |
| |
89 | Alteration of status by re-registration |
| |
A company may by re-registration under this Part alter its status— |
| |
(a) | from a private company to a public company (see sections 90 to 96); |
| 40 |
(b) | from a public company to a private company (see sections 97 to 101); |
| |
|
| |
|
| |
|
(c) | from a private limited company to an unlimited company (see sections |
| |
| |
(d) | from an unlimited private company to a limited company (see sections |
| |
| |
(e) | from a public company to an unlimited private company (see sections |
| 5 |
| |
Private company becoming public |
| |
90 | Re-registration of private company as public |
| |
(1) | A private company (whether limited or unlimited) may be re-registered as a |
| |
public company limited by shares if— |
| 10 |
(a) | a special resolution that it should be so re-registered is passed, |
| |
(b) | the conditions specified below are met, and |
| |
(c) | an application for re-registration is delivered to the registrar in |
| |
accordance with section 94, together with— |
| |
(i) | the other documents required by that section, and |
| 15 |
(ii) | a statement of compliance. |
| |
| |
(a) | that the company has a share capital; |
| |
(b) | that the requirements of section 91 are met as regards its share capital; |
| |
(c) | that the requirements of section 92 are met as regards its net assets; |
| 20 |
(d) | if section 93 applies (recent allotment of shares for non-cash |
| |
consideration), the requirements of that section are met; and |
| |
(e) | that the company has not previously been re-registered as unlimited. |
| |
(3) | The company must make such changes— |
| |
| 25 |
| |
| as are necessary in connection with its becoming a public company. |
| |
(4) | If the company is unlimited it must also make such changes in its articles as are |
| |
necessary in connection with its becoming a company limited by shares. |
| |
91 | Requirements as to share capital |
| 30 |
(1) | The following requirements must be met at the time the special resolution is |
| |
passed that the company should be re-registered as a public company— |
| |
(a) | the nominal value of the company’s allotted share capital must be not |
| |
less than the authorised minimum; |
| |
(b) | each of the company’s allotted shares must be paid up at least as to one- |
| 35 |
quarter of the nominal value of that share and the whole of any |
| |
| |
(c) | if any shares in the company or any premium on them have been fully |
| |
or partly paid up by an undertaking given by any person that he or |
| |
another should do work or perform services (whether for the company |
| 40 |
or any other person), the undertaking must have been performed or |
| |
| |
(d) | if shares have been allotted as fully or partly paid up as to their nominal |
| |
value or any premium on them otherwise than in cash, and the |
| |
|
| |
|
| |
|
consideration for the allotment consists of or includes an undertaking |
| |
to the company (other than one to which paragraph (c) applies), then |
| |
| |
(i) | the undertaking must have been performed or otherwise |
| |
| 5 |
(ii) | there must be a contract between the company and some person |
| |
pursuant to which the undertaking is to be performed within |
| |
five years from the time the special resolution is passed. |
| |
(2) | For the purpose of determining whether the requirements in subsection (1)(b), |
| |
(c) and (d) are met, the following may be disregarded— |
| 10 |
| |
(i) | before 22nd June 1982 in the case of a company then registered |
| |
| |
(ii) | before 31st December 1984 in the case of a company then |
| |
registered in Northern Ireland; |
| 15 |
(b) | shares allotted in pursuance of an employees’ share scheme by reason |
| |
of which the company would, but for this subsection, be precluded |
| |
under subsection (1)(b) (but not otherwise) from being re-registered as |
| |
| |
(3) | No more than one-tenth of the nominal value of the company’s allotted share |
| 20 |
capital is to be disregarded under subsection (2)(a). |
| |
| For this purpose the allotted share capital is treated as not including shares |
| |
disregarded under subsection (2)(b). |
| |
(4) | Shares disregarded under subsection (2) are treated as not forming part of the |
| |
allotted share capital for the purposes of subsection (1)(a). |
| 25 |
(5) | A company must not be re-registered as a public company if it appears to the |
| |
| |
(a) | the company has resolved to reduce its share capital, |
| |
| |
(i) | is supported by a solvency statement in accordance with section |
| 30 |
135B of the Companies Act 1985 (c. 6), |
| |
(ii) | has been confirmed by an order of the court under section 137 |
| |
| |
(iii) | is made under section 590 of this Act (reduction in connection |
| |
with redenomination of share capital), and |
| 35 |
(c) | the effect of the reduction is, or will be, that the nominal value of the |
| |
company’s allotted share capital is below the authorised minimum. |
| |
(6) | In this section “the authorised minimum” has the meaning given by section |
| |
| |
92 | Requirements as to net assets |
| 40 |
(1) | A company applying to re-register as a public company must obtain— |
| |
(a) | a balance sheet prepared as at a date not more than seven months |
| |
before the date on which the application is delivered to the registrar, |
| |
(b) | an unqualified report by the company’s auditor on that balance sheet, |
| |
| 45 |
(c) | a written statement by the company’s auditor that in his opinion at the |
| |
balance sheet date the amount of the company’s net assets was not less |
| |
|
| |
|
| |
|
than the aggregate of its called-up share capital and undistributable |
| |
| |
(2) | Between the balance sheet date and the date on which the application for re- |
| |
registration is delivered to the registrar, there must be no change in the |
| |
company’s financial position that results in the amount of its net assets |
| 5 |
becoming less than the aggregate of its called-up share capital and |
| |
undistributable reserves. |
| |
(3) | In subsection (1)(b) an “unqualified report” means— |
| |
(a) | if the balance sheet was prepared for a financial year of the company, a |
| |
report stating without material qualification the auditor’s opinion that |
| 10 |
the balance sheet has been properly prepared in accordance with the |
| |
requirements of this Act; |
| |
(b) | if the balance sheet was not prepared for a financial year of the |
| |
company, a report stating without material qualification the auditor’s |
| |
opinion that the balance sheet has been properly prepared in |
| 15 |
accordance with the provisions of this Act which would have applied |
| |
if it had been prepared for a financial year of the company. |
| |
(4) | For the purposes of an auditor’s report on a balance sheet that was not |
| |
prepared for a financial year of the company, the provisions of this Act apply |
| |
with such modifications as are necessary by reason of that fact. |
| 20 |
(5) | For the purposes of subsection (3) a qualification is material unless the auditor |
| |
states in his report that the matter giving rise to the qualification is not material |
| |
for the purpose of determining (by reference to the company’s balance sheet) |
| |
whether at the balance sheet date the amount of the company’s net assets was |
| |
not less than the aggregate of its called-up share capital and undistributable |
| 25 |
| |
(6) | In this Part “net assets” and “undistributable reserves” have the meanings |
| |
given by section 264(2) and (3) of the Companies Act 1985 (c. 6). |
| |
93 | Recent allotment of shares for non-cash consideration |
| |
(1) | This section applies where— |
| 30 |
(a) | shares are allotted by the company in the period between the date as at |
| |
which the balance sheet required by section 92 is prepared and the |
| |
passing of the resolution that the company should re-register as a |
| |
| |
(b) | the shares are allotted as fully or partly paid up as to their nominal |
| 35 |
value or any premium on them otherwise than in cash. |
| |
(2) | The registrar shall not entertain an application by the company for re- |
| |
registration as a public company unless— |
| |
(a) | the consideration for the allotment has been valued in accordance with |
| |
section 108 of the Companies Act 1985 and a report with respect to the |
| 40 |
value of the consideration has been made to the company (in |
| |
accordance with that section) during the six months immediately |
| |
preceding the allotment, or |
| |
(b) | the allotment is in connection with— |
| |
(i) | a share exchange (see subsections (3) to (5) below), or |
| 45 |
(ii) | a proposed merger with another company (see subsection (6) |
| |
| |
|
| |
|