|
| |
|
797 | Right to hard copy version |
| |
(1) | Where a member of a company or a holder of a company’s debentures has |
| |
received a document or information from the company otherwise than in hard |
| |
copy form, he is entitled to require the company to send him a version of the |
| |
document or information in hard copy form. |
| 5 |
(2) | The company must send the document or information in hard copy form |
| |
within 21 days of receipt of the request from the member or debenture holder. |
| |
(3) | The company may not make a charge for providing the document or |
| |
information in that form. |
| |
(4) | If a company fails to comply with this section, an offence is committed by the |
| 10 |
company and every officer of it who is in default. |
| |
(5) | A person guilty of an offence under this section is liable on summary |
| |
conviction to a fine not exceeding level 3 on the standard scale and, for |
| |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| 15 |
(6) | This section has effect subject to any contrary provision in an enactment. |
| |
798 | Requirement of authentication |
| |
(1) | This section applies in relation to the authentication of a document or |
| |
information sent or supplied by a person to a company. |
| |
(2) | A document or information sent or supplied in hard copy form is sufficiently |
| 20 |
authenticated if it is signed by the person sending or supplying it. |
| |
(3) | A document or information sent or supplied in electronic form is sufficiently |
| |
| |
(a) | if the identity of the sender is confirmed in a manner specified by the |
| |
| 25 |
(b) | where no such manner has been specified by the company, if the |
| |
communication contains or is accompanied by a statement of the |
| |
identity of the sender and the company has no reason to doubt the truth |
| |
| |
(4) | Where a document or information is sent or supplied by one person on behalf |
| 30 |
of another, nothing in this section affects any provision of the company’s |
| |
articles under which the company may require reasonable evidence of the |
| |
authority of the former to act on behalf of the latter. |
| |
799 | Deemed delivery of documents and information |
| |
(1) | This section applies in relation to documents and information sent or supplied |
| 35 |
| |
| |
(a) | the document or information is sent by post (whether in hard copy or |
| |
electronic form) to an address in the United Kingdom, and |
| |
(b) | the company is able to show that it was properly addressed, prepaid |
| 40 |
| |
| it is deemed to have been received by the intended recipient 48 hours after it |
| |
| |
|
| |
|
| |
|
| |
(a) | the document or information is sent or supplied by electronic means, |
| |
| |
(b) | the company is able to show that it was properly addressed, |
| |
| it is deemed to have been received by the intended recipient 48 hours after it |
| 5 |
| |
(4) | Where the document or information is sent or supplied by means of a website, |
| |
it is deemed to have been received by the intended recipient— |
| |
(a) | when the material was first made available on the website, or |
| |
(b) | if later, when the recipient received (or is deemed to have received) |
| 10 |
notice of the fact that the material was available on the website. |
| |
(5) | In calculating a period of hours for the purposes of this section, no account |
| |
shall be taken of any part of a day that is not a working day. |
| |
(6) | This section has effect subject to— |
| |
(a) | any contrary provision of the Companies Acts; |
| 15 |
(b) | in its application to documents or information sent or supplied by a |
| |
company to its members, any contrary provision of the company’s |
| |
| |
(c) | in its application to documents or information sent or supplied by a |
| |
company to its debentures holders, any contrary provision in the |
| 20 |
instrument constituting the debentures; |
| |
(d) | in its application to documents or information sent or supplied by a |
| |
company to a person otherwise than in his capacity as a member or |
| |
debenture holder, any contrary provision in an agreement between the |
| |
| 25 |
800 | Interpretation of company communications provisions |
| |
(1) | In the company communications provisions— |
| |
“address” includes a number or address used for the purposes of sending |
| |
or receiving documents or information by electronic means; |
| |
“document” includes summons, notice, order or other legal process and |
| 30 |
| |
“traded company” means a company whose securities are admitted to |
| |
trading on a regulated market. |
| |
(2) | References in the company communications provisions to provisions of the |
| |
Companies Acts authorising or requiring a document or information to be sent |
| 35 |
or supplied include all such provisions, whatever expression is used, and |
| |
references to documents or information being sent or supplied shall be |
| |
| |
(3) | References in the company communications provisions to documents or |
| |
information being sent or supplied by or to a company include references to |
| 40 |
documents or information being sent or supplied by or to the directors of a |
| |
company acting on behalf of the company. |
| |
|
| |
|
| |
|
Notice of appointment of certain officers |
| |
801 | Duty to notify registrar of certain appointments etc |
| |
(1) | Notice must be given to the registrar of the appointment in relation to a |
| |
| |
(a) | a judicial factor (in Scotland), |
| 5 |
(b) | a receiver and manager appointed under section 18 of the Charities Act |
| |
| |
(c) | a manager appointed under section 47 of the Companies (Audit, |
| |
Investigations and Community Enterprise) Act 2004 (c. 27). |
| |
(2) | The notice must be given— |
| 10 |
(a) | in the case of appointment of a judicial factor, by the judicial factor; |
| |
(b) | in the case of appointment of a receiver and manager under section 18 |
| |
of the Charities Act 1993, by the Charity Commission; |
| |
(c) | in the case of appointment of a manager under section 47 of the |
| |
Companies (Audit, Investigations and Community Enterprise) Act |
| 15 |
2004, by the Regulator of Community Interest Companies. |
| |
(3) | The notice must specify an address at which service of documents (including |
| |
legal process) may be effected on the person appointed. |
| |
| Notice of a change in the address for service may be given to the registrar by |
| |
| 20 |
(4) | Where notice has been given under this section of the appointment of a person, |
| |
notice must also be given to the registrar of the termination of the appointment. |
| |
| This notice must be given by the person specified in subsection (2). |
| |
802 | Offence of failure to give notice |
| |
(1) | If a judicial factor fails to give notice of his appointment in accordance with |
| 25 |
section 801 within the period of 14 days after the appointment he commits an |
| |
| |
(2) | A person guilty of an offence under this section is liable on summary |
| |
conviction to a fine not exceeding level 5 on the standard scale and, for |
| |
continued contravention, a daily default fine not exceeding one-tenth of level |
| 30 |
| |
Courts and legal proceedings |
| |
803 | Meaning of “the court” |
| |
(1) | Except as otherwise provided, in the Companies Acts “the court” means— |
| |
(a) | in England and Wales, the High Court or (subject to subsection (3)) a |
| 35 |
| |
(b) | in Scotland, the Court of Session or the sheriff court; |
| |
(c) | in Northern Ireland, the High Court. |
| |
(2) | The provisions of the Companies Acts conferring jurisdiction on “the court” as |
| |
defined above have effect subject to any enactment or rule of law relating to the |
| 40 |
allocation of jurisdiction or distribution of business between courts in any part |
| |
| |
|
| |
|
| |
|
(3) | The Lord Chancellor may, with the concurrence of the Lord Chief Justice, by |
| |
| |
(a) | exclude a county court from having jurisdiction under the Companies |
| |
| |
(b) | for the purposes of that jurisdiction attach that court’s district, or any |
| 5 |
part of it, to another county court. |
| |
(4) | The Lord Chief Justice may nominate a judicial office holder (as defined in |
| |
section 109(4) of the Constitutional Reform Act 2005 (c. 4)) to exercise his |
| |
functions under subsection (3). |
| |
804 | Power of court to grant relief in certain cases |
| 10 |
(1) | If in proceedings for negligence, default, breach of duty or breach of trust |
| |
| |
(a) | an officer of a company, or |
| |
(b) | a person employed by a company as auditor (whether he is or is not an |
| |
| 15 |
| it appears to the court hearing the case that the officer or person is or may be |
| |
liable but that he acted honestly and reasonably, and that having regard to all |
| |
the circumstances of the case (including those connected with his |
| |
appointment) he ought fairly to be excused, the court may relieve him, either |
| |
wholly or in part, from his liability on such terms as it thinks fit. |
| 20 |
(2) | If any such officer or person has reason to apprehend that a claim will or might |
| |
be made against him in respect of negligence, default, breach of duty or breach |
| |
| |
(a) | he may apply to the court for relief, and |
| |
(b) | the court has the same power to relieve him as it would have had if it |
| 25 |
had been a court before which proceedings against him for negligence, |
| |
default, breach of duty or breach of trust had been brought. |
| |
(3) | Where the directors of a company take advantage of the exemption conferred |
| |
by section 466 (small charities: independent examiner’s report in lieu of audit) |
| |
this section, as it has effect in England and Wales and Northern Ireland, applies |
| 30 |
in relation to a person appointed as independent examiner as it applies in |
| |
relation to a person appointed to act as auditor. |
| |
(4) | Where a case to which subsection (1) applies is being tried by a judge with a |
| |
jury, the judge, after hearing the evidence, may, if he is satisfied that the |
| |
defendant (in Scotland, the defender) ought in pursuance of that subsection to |
| 35 |
be relieved either in whole or in part from the liability sought to be enforced |
| |
against him, withdraw the case from the jury and forthwith direct judgment to |
| |
be entered for the defendant (in Scotland, grant decree of absolvitor) on such |
| |
terms as to costs (in Scotland, expenses) or otherwise as the judge may think |
| |
| 40 |
| |
|
| |
|
| |
|
| |
Companies: interpretation |
| |
Meaning of "undertaking" and related expressions |
| |
805 | Meaning of “undertaking” and related expressions |
| |
(1) | In the Companies Acts “undertaking” means— |
| 5 |
(a) | a body corporate or partnership, or |
| |
(b) | an unincorporated association carrying on a trade or business, with or |
| |
without a view to profit. |
| |
(2) | In the Companies Acts references to shares— |
| |
(a) | in relation to an undertaking with capital but no share capital, are to |
| 10 |
rights to share in the capital of the undertaking; and |
| |
(b) | in relation to an undertaking without capital, are to interests— |
| |
(i) | conferring any right to share in the profits or liability to |
| |
contribute to the losses of the undertaking, or |
| |
(ii) | giving rise to an obligation to contribute to the debts or |
| 15 |
expenses of the undertaking in the event of a winding up. |
| |
(3) | Other expressions appropriate to companies shall be construed, in relation to |
| |
an undertaking which is not a company, as references to the corresponding |
| |
persons, officers, documents or organs, as the case may be, appropriate to |
| |
undertakings of that description. |
| 20 |
| This is subject to provision in any specific context providing for the translation |
| |
| |
(4) | References in the Companies Acts to “fellow subsidiary undertakings” are to |
| |
undertakings which are subsidiary undertakings of the same parent |
| |
undertaking but are not parent undertakings or subsidiary undertakings of |
| 25 |
| |
(5) | In the Companies Acts “group undertaking”, in relation to an undertaking, |
| |
means an undertaking which is— |
| |
(a) | a parent undertaking or subsidiary undertaking of that undertaking, or |
| |
(b) | a subsidiary undertaking of any parent undertaking of that |
| 30 |
| |
806 | Parent and subsidiary undertakings |
| |
(1) | This section (together with Schedule 8) defines “parent undertaking” and |
| |
“subsidiary undertaking” for the purposes of the Companies Acts. |
| |
(2) | An undertaking is a parent undertaking in relation to another undertaking, a |
| 35 |
subsidiary undertaking, if— |
| |
(a) | it holds a majority of the voting rights in the undertaking, or |
| |
(b) | it is a member of the undertaking and has the right to appoint or |
| |
remove a majority of its board of directors, or |
| |
(c) | it has the right to exercise a dominant influence over the undertaking— |
| 40 |
(i) | by virtue of provisions contained in the undertaking’s articles, |
| |
| |
(ii) | by virtue of a control contract, or |
| |
|
| |
|
| |
|
(d) | it is a member of the undertaking and controls alone, pursuant to an |
| |
agreement with other shareholders or members, a majority of the |
| |
voting rights in the undertaking. |
| |
(3) | For the purposes of subsection (2) an undertaking shall be treated as a member |
| |
| 5 |
(a) | if any of its subsidiary undertakings is a member of that undertaking, |
| |
| |
(b) | if any shares in that other undertaking are held by a person acting on |
| |
behalf of the undertaking or any of its subsidiary undertakings. |
| |
(4) | An undertaking is also a parent undertaking in relation to another |
| 10 |
undertaking, a subsidiary undertaking, if— |
| |
(a) | it has the power to exercise, or actually exercises, dominant influence or |
| |
| |
(b) | it and the subsidiary undertaking are managed on a unified basis. |
| |
(5) | A parent undertaking shall be treated as the parent undertaking of |
| 15 |
undertakings in relation to which any of its subsidiary undertakings are, or are |
| |
to be treated as, parent undertakings; and references to its subsidiary |
| |
undertakings shall be construed accordingly. |
| |
(6) | Schedule 8 contains provisions explaining expressions used in this section and |
| |
otherwise supplementing this section. |
| 20 |
(7) | In this section and that Schedule references to shares, in relation to an |
| |
undertaking, are to allotted shares. |
| |
| |
807 | Hard copy and electronic form and related expressions |
| |
(1) | The following provisions apply for the purposes of the Companies Acts. |
| 25 |
(2) | A document or information is sent or supplied in hard copy form if it is sent or |
| |
supplied in a paper copy or similar form capable of being read. |
| |
| References to hard copy have a corresponding meaning. |
| |
(3) | A document or information is sent or supplied in electronic form if it is sent or |
| |
| 30 |
(a) | by electronic means (for example, by e-mail or fax), or |
| |
(b) | by any other means while in an electronic form (for example, sending a |
| |
| |
| References to electronic copy have a corresponding meaning. |
| |
(4) | A document or information is sent or supplied by electronic means if it is— |
| 35 |
(a) | sent initially and received at its destination by means of electronic |
| |
equipment for the processing (which expression includes digital |
| |
compression) or storage of data, and |
| |
(b) | entirely transmitted, conveyed and received by wire, by radio, by |
| |
optical means or by other electromagnetic means. |
| 40 |
| References to electronic means have a corresponding meaning. |
| |
(5) | A document or information authorised or required to be sent or supplied in |
| |
electronic form must be sent or supplied in a form, and by a means, that the |
| |
sender or supplier reasonably considers will enable the recipient— |
| |
|
| |
|
| |
|
| |
(b) | to retain a copy of it. |
| |
(6) | For the purposes of this section, a document or information can be read only |
| |
| |
(a) | it can be read with the naked eye, or |
| 5 |
(b) | to the extent that it consists of images (for example photographs, |
| |
pictures, maps, plans or drawings), it can be seen with the naked eye. |
| |
(7) | The provisions of this section apply whether the provision of the Companies |
| |
Acts in question uses the words “sent” or “supplied” or uses other words (such |
| |
as “deliver”, “provide”, “produce” or, in the case of a notice, “give”) to refer to |
| 10 |
the sending or supplying of a document or information. |
| |
| |
(1) | For the purpose of the Companies Acts shares are of one class if the rights |
| |
attached to them are in all respects uniform. |
| |
(2) | For this purpose the rights attached to shares are not regarded as different from |
| 15 |
those attached to other shares by reason only that they do not carry the same |
| |
rights to dividends in the twelve months immediately following their |
| |
| |
| |
(1) | For the purposes of the Companies Acts a company is “dormant” during any |
| 20 |
period in which it has no significant accounting transaction. |
| |
(2) | A “significant accounting transaction” means a transaction that is required by |
| |
section 368 to be entered in the company’s accounting records. |
| |
(3) | In determining whether or when a company is dormant, there shall be |
| |
| 25 |
(a) | any transaction arising from the taking of shares in the company by a |
| |
subscriber to the memorandum as a result of an undertaking of his in |
| |
connection with the formation of the company; |
| |
(b) | any transaction consisting of the payment of— |
| |
(i) | a fee to the registrar on a change of the company’s name, |
| 30 |
(ii) | a fee to the registrar on the re-registration of the company, |
| |
(iii) | a penalty under section 437 (penalty for failure to file accounts), |
| |
| |
(iv) | a fee to the registrar for the registration of an annual return. |
| |
(4) | Any reference in the Companies Acts to a body corporate other than a |
| 35 |
company being dormant has a corresponding meaning. |
| |
810 | Meaning of “EEA State” and related expressions |
| |
| |
“EEA State” means a state which is a Contracting Party to the Agreement |
| |
on the European Economic Area signed at Oporto on 2nd May 1992 (as |
| 40 |
it has effect from time to time); |
| |
“EEA company” and “EEA undertaking” mean a company or |
| |
undertaking governed by the law of an EEA State. |
| |
|
| |
|