|
| |
|
1002 | Resignation, removal and replacement of inspectors |
| |
After section 446B of the Companies Act 1985 (c. 6) (inserted by section 1001 |
| |
| |
“Resignation, removal and replacement of inspectors |
| |
446C | Resignation and revocation of appointment |
| 5 |
(1) | An inspector may resign by notice in writing to the Secretary of State. |
| |
(2) | The Secretary of State may revoke the appointment of an inspector by |
| |
notice in writing to the inspector. |
| |
446D | Appointment of replacement inspectors |
| |
| 10 |
(a) | an inspector resigns, |
| |
(b) | an inspector’s appointment is revoked, or |
| |
| |
| the Secretary of State may appoint one or more competent inspectors to |
| |
continue the investigation. |
| 15 |
(2) | An appointment under subsection (1) shall be treated for the purposes |
| |
of this Part (apart from this section) as an appointment under the |
| |
provision of this Part under which the former inspector was appointed. |
| |
(3) | The Secretary of State must exercise his power under subsection (1) so |
| |
as to secure that at least one inspector continues the investigation. |
| 20 |
(4) | Subsection (3) does not apply if— |
| |
(a) | the Secretary of State could give any replacement inspector a |
| |
direction under section 446B (termination of investigation), and |
| |
(b) | such a direction would (under subsection (4) of that section) |
| |
result in a final report not being made. |
| 25 |
(5) | In this section, references to an investigation include any investigation |
| |
the former inspector conducted under section 433(1) (power to |
| |
investigate affairs of holding company or subsidiary).”. |
| |
1003 | Power to obtain information from former inspectors etc |
| |
(1) | After section 446D of the Companies Act 1985 (inserted by section 1002 above) |
| 30 |
| |
“Power to obtain information from former inspectors etc |
| |
446E | Obtaining information from former inspectors etc |
| |
(1) | This section applies to a person who was appointed as an inspector |
| |
| 35 |
| |
(b) | whose appointment has been revoked. |
| |
(2) | This section also applies to an inspector to whom the Secretary of State |
| |
has given a direction under section 446B (termination of investigation). |
| |
|
| |
|
| |
|
(3) | The Secretary of State may direct a person to whom this section applies |
| |
to produce documents obtained or generated by that person during the |
| |
course of his investigation to— |
| |
(a) | the Secretary of State, or |
| |
(b) | an inspector appointed under this Part. |
| 5 |
(4) | The power under subsection (3) to require production of a document |
| |
includes power, in the case of a document not in hard copy form, to |
| |
require the production of a copy of the document— |
| |
(a) | in hard copy form, or |
| |
(b) | in a form from which a hard copy can be readily obtained. |
| 10 |
(5) | The Secretary of State may take copies of or extracts from a document |
| |
produced in pursuance of this section. |
| |
(6) | The Secretary of State may direct a person to whom this section applies |
| |
to inform him of any matters that came to that person’s knowledge as |
| |
a result of his investigation. |
| 15 |
(7) | A person shall comply with any direction given to him under this |
| |
| |
| |
(a) | references to the investigation of a former inspector or inspector |
| |
include any investigation he conducted under section 433(1) |
| 20 |
(power to investigate affairs of holding company or subsidiary), |
| |
| |
(b) | “document” includes information recorded in any form.”. |
| |
(2) | In section 451A of that Act (disclosure of information by Secretary of State or |
| |
inspector), in subsection (1)(a) for “446” substitute “446E”. |
| 25 |
(3) | In section 452(1) of that Act (privileged information) for “446” substitute |
| |
| |
1004 | Power to require production of documents |
| |
(1) | In section 434 of the Companies Act 1985 (production of documents and |
| |
evidence to inspectors), for subsection (6) substitute— |
| 30 |
“(6) | In this section “document” includes information recorded in any form. |
| |
(7) | The power under this section to require production of a document |
| |
includes power, in the case of a document not in hard copy form, to |
| |
require the production of a copy of the document— |
| |
(a) | in hard copy form, or |
| 35 |
(b) | in a form from which a hard copy can be readily obtained. |
| |
(8) | An inspector may take copies of or extracts from a document produced |
| |
in pursuance of this section.”. |
| |
(2) | In section 447 of the Companies Act 1985 (power of Secretary of State to require |
| |
documents and information), for subsection (9) substitute— |
| 40 |
“(9) | The power under this section to require production of a document |
| |
includes power, in the case of a document not in hard copy form, to |
| |
require the production of a copy of the document— |
| |
|
| |
|
| |
|
(a) | in hard copy form, or |
| |
(b) | in a form from which a hard copy can be readily obtained.”. |
| |
1005 | Disqualification orders: consequential amendments |
| |
In section 8(1A)(b)(i) of the Company Directors Disqualification Act 1986 |
| |
(c. 46) (disqualification after investigation of company: meaning of |
| 5 |
“investigative material”)— |
| |
(a) | after “section” insert “437, 446E,”, and |
| |
(b) | after “448” insert “, 451A”. |
| |
| |
UK companies not formed under the Companies Acts |
| 10 |
| |
Companies not formed under the Companies Acts but authorised to register |
| |
1006 | Companies authorised to register under the Companies Acts |
| |
(1) | This section applies to— |
| |
(a) | any company that was in existence on 2nd November 1862 (including |
| 15 |
any company registered under the Joint Stock Companies Acts), and |
| |
(b) | any company formed after that date (whether before or after the |
| |
commencement of this Act)— |
| |
(i) | in pursuance of an Act of Parliament other than the Companies |
| |
Acts or any of the former Companies Acts, |
| 20 |
(ii) | in pursuance of letters patent, or |
| |
(iii) | that is otherwise duly constituted according to law. |
| |
(2) | Any such company may on making application register under this Act. |
| |
(3) | Subject to the following provisions, it may register as an unlimited company, |
| |
as a company limited by shares or as a company limited by guarantee. |
| 25 |
(4) | A company having the liability of its members limited by Act of Parliament or |
| |
| |
(a) | may not register under this section unless it is a joint stock company, |
| |
| |
(b) | may not register under this section as an unlimited company or a |
| 30 |
company limited by guarantee. |
| |
(5) | A company that is not a joint stock company may not register under this |
| |
section as a company limited by shares. |
| |
(6) | The registration of a company under this section is not invalid by reason that |
| |
it has taken place with a view to the company’s being wound up. |
| 35 |
1007 | Definition of “joint stock company” |
| |
(1) | For the purposes of section 1006 (companies authorised to register under the |
| |
Companies Acts) “joint stock company” means a company— |
| |
|
| |
|
| |
|
(a) | having a permanent paid-up or nominal share capital of fixed amount |
| |
divided into shares, also of fixed amount, or held and transferable as |
| |
stock, or divided and held partly in one way and partly in the other, |
| |
| |
(b) | formed on the principle of having for its members the holders of those |
| 5 |
shares or that stock, and no other persons. |
| |
(2) | Such a company when registered with limited liability under the Companies |
| |
Acts is deemed a company limited by shares. |
| |
1008 | Power to make provision by regulations |
| |
(1) | The Secretary of State may make provision by regulations— |
| 10 |
(a) | for and in connection with registration under section 1006 (companies |
| |
not formed under the Companies Acts but authorised to register), and |
| |
(b) | as to the application to companies so registered of the provisions of the |
| |
| |
(2) | Without prejudice to the generality of that power, regulations under this |
| 15 |
section may make provision corresponding to any provision formerly made by |
| |
Chapter 2 of Part 22 of the Companies Act 1985 (c. 6). |
| |
(3) | Regulations under this section are subject to negative resolution procedure. |
| |
1009 | Application of provisions to existing companies |
| |
| The provisions of the Companies Acts apply to companies registered but not |
| 20 |
formed under any of the former Companies Acts in the same manner as they |
| |
apply to companies registered under section 1006. |
| |
| |
| |
1010 | Unregistered companies |
| 25 |
(1) | This section applies to bodies corporate incorporated in and having a principal |
| |
place of business in the United Kingdom, other than— |
| |
(a) | bodies incorporated by, or registered under, a public general Act of |
| |
| |
(b) | bodies not formed for the purpose of carrying on a business that has for |
| 30 |
its object the acquisition of gain by the body or its individual members; |
| |
(c) | bodies for the time being exempted from this section by direction of the |
| |
| |
(d) | open-ended investment companies. |
| |
(2) | The Secretary of State may make provision by regulations applying specified |
| 35 |
provisions of the Companies Acts to all, or any specified description of, the |
| |
bodies to which this section applies. |
| |
(3) | The regulations may provide that the specified provisions of the Companies |
| |
Acts apply subject to any specified limitations and to such adaptations and |
| |
modifications (if any) as may be specified. |
| 40 |
(4) | This section does not— |
| |
|
| |
|
| |
|
(a) | repeal or revoke in whole or in part any enactment, royal charter or |
| |
other instrument constituting or regulating any body in relation to |
| |
which provisions of the Companies Acts are applied by regulations |
| |
| |
(b) | restrict the power of Her Majesty to grant a charter in lieu or |
| 5 |
supplementary to any such charter. |
| |
| But in relation to any such body the operation of any such enactment, charter |
| |
or instrument is suspended in so far as it is inconsistent with any of those |
| |
provisions as they apply for the time being to that body. |
| |
(5) | Regulations under this section are subject to negative resolution procedure. |
| 10 |
| |
| |
| |
| |
| In the Companies Acts an “overseas company” means a company incorporated |
| 15 |
outside the United Kingdom. |
| |
Registration of particulars |
| |
1012 | Duty to register particulars |
| |
(1) | The Secretary of State may make provision by regulations requiring an |
| |
| 20 |
(a) | to deliver to the registrar for registration a return containing specified |
| |
| |
(b) | to deliver to the registrar with the return specified documents. |
| |
| |
(a) | must, in the case of a company other than a Gibraltar company, require |
| 25 |
the company to register particulars if the company opens a branch in |
| |
| |
(b) | may, in the case of a Gibraltar company, require the company to |
| |
register particulars if the company opens a branch in the United |
| |
| 30 |
(c) | may, in any case, require the registration of particulars in such other |
| |
circumstances as may be specified. |
| |
| |
“branch” means a branch within the meaning of the Eleventh Company |
| |
Law Directive (89/666/EEC); |
| 35 |
“Gibraltar company” means a company incorporated in Gibraltar. |
| |
(4) | The regulations may provide that where a company has registered particulars |
| |
under this section and any alteration is made— |
| |
(a) | in the specified particulars, or |
| |
(b) | in any document delivered with the return, |
| 40 |
|
| |
|
| |
|
| the company must deliver to the registrar for registration a return containing |
| |
specified particulars of the alteration. |
| |
(5) | The regulations may make provision— |
| |
(a) | requiring the return under this section to be delivered for registration |
| |
to the registrar for a specified part of the United Kingdom, and |
| 5 |
(b) | requiring it to be so delivered before the end of a specified period. |
| |
(6) | The regulations may make different provision according to— |
| |
(a) | the place where the company is incorporated, and |
| |
(b) | the activities carried on (or proposed to be carried on) by it. |
| |
| This is without prejudice to the general power to make different provision for |
| 10 |
| |
(7) | Regulations under this section are subject to affirmative resolution procedure. |
| |
1013 | Registered name of overseas company |
| |
(1) | Regulations under section 1012 (duty to register particulars) must require an |
| |
overseas company that is required to register particulars to state the name |
| 15 |
under which it proposes to be registered. |
| |
| |
(a) | the company’s corporate name (that is, its name under the law of the |
| |
country or territory in which it is incorporated) or |
| |
(b) | an alternative name specified in accordance with section 1014. |
| 20 |
(3) | Subject only to subsection (5), an EEA company may always be registered |
| |
under its corporate name. |
| |
(4) | In any other case, the following provisions of Part 5 (a company’s name) apply |
| |
in relation to the registration of the name of an overseas company— |
| |
(a) | section 54 (prohibited names); |
| 25 |
(b) | sections 55 to 57 (sensitive words and expressions); |
| |
(c) | section 66 (inappropriate use of indications of company type or legal |
| |
| |
(d) | sections 67 to 74 (similarity to other names); |
| |
(e) | section 75 (provision of misleading information etc); |
| 30 |
(f) | section 76 (misleading indication of activities). |
| |
(5) | The provisions of section 58 (permitted characters etc) apply in every case. |
| |
(6) | Any reference in the provisions mentioned in subsection (4) or (5) to a change |
| |
of name shall be read as a reference to registration of a different name under |
| |
| 35 |
1014 | Registration under alternative name |
| |
(1) | An overseas company that is required to register particulars under section 1012 |
| |
may at any time deliver to the registrar for registration a statement specifying |
| |
a name, other than its corporate name, under which it proposes to carry on |
| |
business in the United Kingdom. |
| 40 |
(2) | An overseas company that has registered an alternative name may at any time |
| |
deliver to the registrar of companies for registration a statement specifying a |
| |
different name under which it proposes to carry on business in the United |
| |
|
| |
|
| |
|
Kingdom (which may be its corporate name or a further alternative) in |
| |
substitution for the name previously registered. |
| |
(3) | The name by which an overseas company is for the time being registered under |
| |
this section is, for all purposes of the law applying in the United Kingdom, |
| |
deemed to be the company’s corporate name. |
| 5 |
| |
(a) | affect the references in this section or section 1013 to the company’s |
| |
| |
(b) | affect any rights or obligation of the company, or |
| |
(c) | render defective any legal proceedings by or against the company. |
| 10 |
(5) | Any legal proceedings that might have been continued or commenced against |
| |
the company by its corporate name, or any name previously registered under |
| |
this section, may be continued or commenced against it by its name for the time |
| |
| |
| 15 |
1015 | Accounts and reports: general |
| |
(1) | The Secretary of State may make provision by regulations requiring an |
| |
overseas company that is required to register particulars under section 1012— |
| |
(a) | to prepare the like accounts and directors’ report, and |
| |
(b) | cause to be prepared such an auditor’s report, |
| 20 |
| as would be required if the company were formed and registered under this |
| |
| |
(2) | The regulations may for this purpose apply, with or without modifications, all |
| |
or any of the provisions of— |
| |
Part 16 (accounts and reports), and |
| 25 |
| |
(3) | The Secretary of State may make provision by regulations requiring an |
| |
overseas company to deliver to the registrar copies of— |
| |
(a) | the accounts and reports prepared in accordance with the regulations, |
| |
| 30 |
(b) | the accounts and reports that it is required to prepare and have audited |
| |
under the law of the country in which it is incorporated. |
| |
(4) | Regulations under this section are subject to negative resolution procedure. |
| |
1016 | Accounts and reports: credit or financial institutions |
| |
(1) | This section applies to a credit or financial institution— |
| 35 |
(a) | that is incorporated or otherwise formed outside the United Kingdom |
| |
| |
(b) | whose head office is outside the United Kingdom and Gibraltar, and |
| |
(c) | that has a branch in the United Kingdom. |
| |
(2) | In subsection (1) “branch” means a place of business that forms a legally |
| 40 |
dependent part of the institution and conducts directly all or some of the |
| |
operations inherent in its business. |
| |
|
| |
|