|
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| |
811 | The former Companies Acts |
| |
| |
“the former Companies Acts” means— |
| |
(a) | the Joint Stock Companies Acts, the Companies Act 1862 (c. 89), |
| |
the Companies (Consolidation) Act 1908 (c. 69), the Companies |
| 5 |
Act 1929 (c. 23), the Companies Act (Northern Ireland) 1932 (c. 7 |
| |
(N.I.)), the Companies Acts 1948 to 1983, the Companies Act |
| |
(Northern Ireland) 1960 (c. 22 (N.I.)), the Companies (Northern |
| |
Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) and the Companies |
| |
Consolidation (Consequential Provisions) (Northern Ireland) |
| 10 |
Order 1986 (S.I. 1986/1035 (N.I. 9)), and |
| |
(b) | the provisions of the Companies Act 1985 (c. 6) and the |
| |
Companies Consolidation (Consequential Provisions) Act 1985 |
| |
(c. 9) that are no longer in force; |
| |
“the Joint Stock Companies Acts” means the Joint Stock Companies Act |
| 15 |
1856 (c. 47), the Joint Stock Companies Acts 1856, 1857 (20 & 21 Vict. |
| |
c. 14), the Joint Stock Banking Companies Act 1857 (c. 49), and the Act |
| |
to enable Joint Stock Banking Companies to be formed on the principle |
| |
of limited liability (1858 c. 91), but does not include the Joint Stock |
| |
Companies Act 1844 (c. 110). |
| 20 |
| |
812 | References to requirements of this Act |
| |
References in the company law provisions of this Act to the requirements of |
| |
this Act include the requirements of regulations and orders made under it. |
| |
813 | Minor definitions: general |
| 25 |
(1) | In the Companies Acts— |
| |
“body corporate” and “corporation” include a body incorporated outside |
| |
the United Kingdom, but do not include— |
| |
(a) | a corporation sole, or |
| |
(b) | a partnership that is not regarded as a legal person under the |
| 30 |
law by which it is governed; |
| |
“credit institution” means a credit institution as defined in article 1(1)(a) |
| |
of Directive 2000/12/EC of the European Parliament and of the |
| |
Council of 20 March 2000 relating to the taking up and pursuit of the |
| |
business of credit institutions, that is to say an undertaking whose |
| 35 |
business is to receive deposits or other repayable funds from the public |
| |
and to grant credits for its own account; |
| |
“financial institution” means a financial institution within the meaning of |
| |
Article 1(1) of the Council Directive on the obligations of branches |
| |
established in a Member State of credit and financial institutions having |
| 40 |
their head offices outside that Member State regarding the publication |
| |
of annual accounting documents (the Bank Branches Directive, 89/ |
| |
| |
“firm” means any entity, whether or not a legal person, that is not an |
| |
individual and includes a body corporate, a corporation sole and a |
| 45 |
partnership or other unincorporated association; |
| |
| |
| |
| |
|
| |
| |
(a) | as respects companies registered in England and Wales, the |
| |
| |
(b) | as respects companies registered in Scotland, the Edinburgh |
| |
| |
(c) | as respects companies registered in Northern Ireland, the |
| 5 |
| |
“parent company” means a company that is a parent undertaking (see |
| |
section 806 and Schedule 8); |
| |
“regulated market” has the same meaning as in Directive 2004/39/EC of |
| |
the European Parliament and of the Council on markets in financial |
| 10 |
instruments (see Article 4.1(14)); |
| |
“working day”, in relation to a company, means a day that is not a |
| |
Saturday or Sunday, Christmas Day, Good Friday or any day that is a |
| |
bank holiday in the part of the United Kingdom where the company is |
| |
| 15 |
(2) | Until such date as may be appointed by order under section 925(2) for the |
| |
definition in subsection (1) of “regulated market” to come into force, the |
| |
following definition has effect for the purposes of the Companies Acts— |
| |
“regulated market” has the same meaning as it has in Council Directive |
| |
93/22/EEC on investment services in the securities field. |
| 20 |
814 | Index of defined expressions |
| |
(1) | Schedule 9 contains an index of provisions defining or otherwise explaining |
| |
expressions used in the Companies Acts. |
| |
(2) | For section 744A of the Companies Act 1985 (c. 6) substitute— |
| |
“744A | Index of defined expressions |
| 25 |
| For an index which includes entries for provisions defining or |
| |
otherwise explaining expressions used in this Act, see Schedule 9 to the |
| |
Company Law Reform Act 2006.”. |
| |
(3) | At the end of section 63(2) of the Companies (Audit, Investigations and |
| |
Community Enterprise) Act 2004 (c. 27) (interpretation) insert— |
| 30 |
| “For an index which includes entries for provisions defining or |
| |
otherwise explaining expressions used in that Act, see Schedule 9 to the |
| |
Company Law Reform Act 2006.”. |
| |
| |
Companies: minor amendments |
| 35 |
815 | Power of Secretary of State to bring civil proceedings on company’s behalf |
| |
(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 |
| 40 |
costs of proceedings brought under section 438”; |
| |
(b) | omit subsections (3) and (7) (which relate to section 438); |
| |
| |
| |
| |
|
| |
| |
(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 |
| 5 |
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. |
| |
816 | Repeal of certain provisions about company directors |
| |
The following provisions of Part 10 of the Companies Act 1985 shall cease to |
| 10 |
| |
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); |
| 15 |
sections 343 and 344 (special procedure for disclosure by banks). |
| |
817 | Repeal of requirement that certain companies publish periodical statement |
| |
The following provisions shall cease to have effect— |
| |
section 720 of the Companies Act 1985 (c. 6) (certain companies to publish |
| |
periodical statement), and |
| 20 |
Schedule 23 to that Act (form of statement under section 720). |
| |
818 | Repeal of requirement that Secretary of State prepare annual report |
| |
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 |
| |
| 25 |
819 | Repeal of certain provisions about company charges |
| |
Part 4 of the Companies Act 1989 (c. 40) (registration of company charges), |
| |
which has not been brought into force, is repealed. |
| |
820 | Access to constitutional documents of RTE and RTM companies |
| |
(1) | The Secretary of State may by order— |
| 30 |
(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 |
| 35 |
Act 2002 (c. 15) (leasehold reform) for the purpose of facilitating access |
| |
to the provisions of the articles or any other constitutional document of |
| |
| |
(2) | References in subsection (1) to provisions of a company’s articles or any other |
| |
constitutional document include any provisions included in those documents |
| 40 |
by virtue of any enactment. |
| |
| |
| |
|
| |
| |
(3) | An order under this section is subject to negative resolution procedure. |
| |
| |
“RTE companies” has the same meaning as in Chapter 1 of Part 1 of the |
| |
Leasehold Reform, Housing and Urban Development Act 1993 (c. 28); |
| |
“RTM companies” has the same meaning as in Chapter 1 of Part 2 of the |
| 5 |
Commonhold and Leasehold Reform Act 2002 (c. 15). |
| |
| |
| |
| |
Restricted or prohibited names |
| 10 |
| |
821 | Application of this Chapter |
| |
(1) | This Chapter applies to any person carrying on business in the United |
| |
| |
(2) | The provisions of this Chapter do not prevent— |
| 15 |
(a) | an individual carrying on business under a name consisting of his |
| |
surname without any addition other than a permitted addition, or |
| |
(b) | individuals carrying on business in partnership under a name |
| |
consisting of the surnames of all the partners without any addition |
| |
other than a permitted addition. |
| 20 |
(3) | The following are the permitted additions— |
| |
(a) | in the case of an individual, his forename or initial; |
| |
(b) | in the case of a partnership— |
| |
(i) | the forenames of individual partners or the initials of those |
| |
| 25 |
(ii) | where two or more individual partners have the same surname, |
| |
the addition of “s” at the end of that surname; |
| |
(c) | in either case, an addition merely indicating that the business is carried |
| |
on in succession to a former owner of the business. |
| |
Sensitive words or expressions |
| 30 |
822 | Name suggesting connection with government or public authority |
| |
(1) | A person must not, without the approval of the Secretary of State, carry on |
| |
business in the United Kingdom under a name that would be likely to give the |
| |
impression that the business is connected with— |
| |
(a) | Her Majesty’s Government, any part of the Scottish administration or |
| 35 |
Her Majesty’s Government in Northern Ireland, |
| |
(b) | any local authority, or |
| |
(c) | any public authority specified for the purposes of this section by |
| |
regulations made by the Secretary of State. |
| |
| |
| |
|
| |
| |
(2) | For the purposes of this section— |
| |
| |
(a) | a local authority within the meaning of the Local Government |
| |
Act 1972 (c. 70), the Common Council of the City of London or |
| |
the Council of the Isles of Scilly, |
| 5 |
(b) | a council constituted under section 2 of the Local Government |
| |
etc. (Scotland) Act 1994 (c. 39), or |
| |
(c) | a district council in Northern Ireland; |
| |
“public authority” includes any person or body having functions of a |
| |
| 10 |
(3) | Regulations under this section are subject to affirmative resolution procedure. |
| |
(4) | A person who contravenes this section commits an offence. |
| |
(5) | Where an offence under this section is committed by a body corporate, an |
| |
offence is also committed by every officer of the body who is in default. |
| |
(6) | A person guilty of an offence under this section is liable on summary |
| 15 |
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 |
| |
| |
823 | Other sensitive words or expressions |
| |
(1) | A person must not, without the approval of the Secretary of State, carry on |
| 20 |
business in the United Kingdom under a name that includes a word or |
| |
expression for the time being specified in regulations made by the Secretary of |
| |
State under this section. |
| |
(2) | Regulations under this section are subject to approval after being made. |
| |
(3) | A person who contravenes this section commits an offence. |
| 25 |
(4) | Where an offence under this section is committed by a body corporate, an |
| |
offence is also committed by every officer of the body 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 |
| 30 |
| |
824 | Requirement to seek comments of government department or other relevant |
| |
| |
(1) | The Secretary of State may by regulations under— |
| |
(a) | section 822 (name suggesting connection with government or public |
| 35 |
| |
(b) | section 823 (other sensitive words or expressions), |
| |
| require that, in connection with an application for the approval of the Secretary |
| |
of State under that section, the applicant must seek the view of a specified |
| |
Government department or other body. |
| 40 |
(2) | Where such a requirement applies, the applicant must request the specified |
| |
department or other body (in writing) to indicate whether (and if so why) it has |
| |
any objections to the proposed name. |
| |
| |
| |
|
| |
| |
(3) | He must submit to the Secretary of State a statement that such a request has |
| |
been made and a copy of any response received from the specified body. |
| |
(4) | If these requirements are not complied with, the Secretary of State may refuse |
| |
to consider the application for approval. |
| |
825 | Withdrawal of Secretary of State’s approval |
| 5 |
(1) | This section applies to approval given for the purposes of— |
| |
section 822 (name suggesting connection with government or public |
| |
| |
section 823 (other sensitive words or expressions). |
| |
(2) | If it appears to the Secretary of State that there are overriding considerations of |
| 10 |
public policy that require such approval to be withdrawn, the approval may be |
| |
withdrawn by notice to the person concerned. |
| |
(3) | The notice must state the date as from which approval is withdrawn. |
| |
| |
826 | Name containing inappropriate indication of company type or legal form |
| 15 |
(1) | The Secretary of State may make provision by regulations prohibiting a person |
| |
from carrying on business in the United Kingdom under a name consisting of |
| |
or containing specified words, expressions or other indications— |
| |
(a) | that are associated with a particular type of company or form of |
| |
| 20 |
(b) | that are similar to words, expressions or other indications associated |
| |
with a particular type of company or form of organisation. |
| |
(2) | The regulations may prohibit the use of words, expressions or other |
| |
| |
(a) | in a specified part, or otherwise than in a specified part, of a name; |
| 25 |
(b) | in conjunction with, or otherwise than in conjunction with, such other |
| |
words, expressions or indications as may be specified. |
| |
(3) | In this section “specified” means specified in the regulations. |
| |
(4) | Regulations under this section are subject to negative resolution procedure. |
| |
(5) | A person who uses a name in contravention of regulations under this section |
| 30 |
| |
(6) | Where an offence under this section is committed by a body corporate, an |
| |
offence is also committed by every officer of the body who is in default. |
| |
(7) | 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 |
| 35 |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| |
| |
| |
|
