|
| |
|
Production and inspection of documents |
| |
1098 | Production and inspection of documents where offence suspected |
| |
(1) | An application under this section may be made— |
| |
(a) | in England and Wales, to a judge of the High Court by the Director of |
| |
Public Prosecutions, the Secretary of State or a chief officer of police; |
| 5 |
(b) | in Scotland, to one of the Lords Commissioners of Justiciary by the Lord |
| |
| |
(c) | in Northern Ireland, to the High Court by the Director of Public |
| |
Prosecutions for Northern Ireland, the Department of Enterprise, Trade |
| |
and Investment or a chief superintendent of the Police Service of |
| 10 |
| |
(2) | If on an application under this section there is shown to be reasonable cause to |
| |
| |
(a) | that any person has, while an officer of a company, committed an |
| |
offence in connection with the management of the company’s affairs, |
| 15 |
| |
(b) | that evidence of the commission of the offence is to be found in any |
| |
documents in the possession or control of the company, |
| |
| an order under this section may be made. |
| |
| 20 |
(a) | authorise any person named in it to inspect the documents in question, |
| |
or any of them, for the purpose of investigating and obtaining evidence |
| |
| |
(b) | require the secretary of the company, or such other officer of it as may |
| |
be named in the order, to produce the documents (or any of them) to a |
| 25 |
person named in the order at a place so named. |
| |
(4) | This section applies also in relation to documents in the possession or control |
| |
of a person carrying on the business of banking, so far as they relate to the |
| |
company’s affairs, as it applies to documents in the possession or control of the |
| |
company, except that no such order as is referred to in subsection (3)(b) may be |
| 30 |
made by virtue of this subsection. |
| |
(5) | The decision under this section of a judge of the High Court, any of the Lords |
| |
Commissioners of Justiciary or the High Court is not appealable. |
| |
(6) | In this section “document” includes information recorded in any form. |
| |
| 35 |
1099 | Transitional provision |
| |
| The provisions of this Part except section 1098 do not apply to offences |
| |
committed before the commencement of the relevant provision. |
| |
|
| |
|
| |
|
| |
Companies: supplementary provisions |
| |
| |
1100 | Meaning of “company records” |
| |
| In this Part “company records” means any register, index, accounting records, |
| 5 |
agreement, memorandum, minutes or other document required by the |
| |
Companies Acts to be kept by a company. |
| |
1101 | Form of company records |
| |
| |
(a) | may be kept in hard copy or electronic form, and |
| 10 |
(b) | may be arranged in such manner as the directors of the company think |
| |
| |
| provided the information in question is adequately recorded for future |
| |
| |
(2) | Where the records are kept in electronic form, they must be capable of being |
| 15 |
reproduced in hard copy form. |
| |
(3) | If a company fails to comply with this section, an offence is committed by every |
| |
officer of the company who is in default. |
| |
(4) | 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 |
| 20 |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| |
(5) | Any provision of an instrument made by a company before 12th February 1979 |
| |
that requires a register of holders of the company’s debentures to be kept in |
| |
hard copy form is to be read as requiring it to be kept in hard copy or electronic |
| 25 |
| |
1102 | Regulations about inspection of records and provision of copies |
| |
(1) | The Secretary of State may make provision by regulations as to the obligations |
| |
of a company that is required by any provision of the Companies Acts— |
| |
(a) | to make available for inspection any company records, or |
| 30 |
(b) | to provide copies of any company records. |
| |
(2) | A company that fails to comply with the regulations is treated as having |
| |
refused inspection or, as the case may be, having failed to provide a copy. |
| |
| |
(a) | make provision as to the time, duration and manner of inspection, |
| 35 |
including the circumstances in which and extent to which the copying |
| |
of information is permitted in the course of inspection, and |
| |
(b) | define what may be required of the company as regards the nature, |
| |
extent and manner of extracting or presenting any information for the |
| |
purposes of inspection or the provision of copies. |
| 40 |
|
| |
|
| |
|
(4) | Where there is power to charge a fee, the regulations may make provision as to |
| |
the amount of the fee and the basis of its calculation. |
| |
(5) | Nothing in any provision of this Act or in the regulations shall be read as |
| |
| |
(a) | from affording more extensive facilities than are required by the |
| 5 |
| |
(b) | where a fee may be charged, from charging a lesser fee than that |
| |
prescribed or none at all. |
| |
(6) | Regulations under this section are subject to negative resolution procedure. |
| |
1103 | Duty to take precautions against falsification |
| 10 |
(1) | Where company records are kept otherwise than in bound books, adequate |
| |
precautions must be taken— |
| |
(a) | to guard against falsification, and |
| |
(b) | to facilitate the discovery of falsification. |
| |
(2) | If a company fails to comply with this section, an offence is committed by every |
| 15 |
officer of the company who is in default. |
| |
(3) | 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 |
| |
| 20 |
(4) | This section does not apply to the documents required to be kept under— |
| |
(a) | section 228 (copy of director’s service contract or memorandum of its |
| |
| |
(b) | section 237 (qualifying indemnity provision). |
| |
| 25 |
1104 | Service of documents on company |
| |
(1) | A document may be served on a company registered under the Companies |
| |
Acts by leaving it at, or sending it by post to, the company’s registered office. |
| |
(2) | A document may be served on an overseas company whose particulars are |
| |
registered under section 1012— |
| 30 |
(a) | by leaving it at, or sending it by post to, the registered address of any |
| |
person resident in the United Kingdom who is authorised to accept |
| |
service of documents on the company’s behalf, or |
| |
(b) | if there is no such person, or if any such person refuses service or |
| |
service cannot for any other reason be effected, by leaving it at or |
| 35 |
sending by post to any place of business of the company in the United |
| |
| |
(3) | Where a company registered in Scotland or Northern Ireland carries on |
| |
business in England and Wales, the process of any court in England and Wales |
| |
may be served on the company by leaving it at, or sending it by post to, the |
| 40 |
company’s principal place of business in England and Wales, addressed to the |
| |
manager or other head officer in England and Wales of the company. |
| |
|
| |
|
| |
|
| Where process is served on a company under this subsection, the person |
| |
issuing out the process must send a copy of it by post to the company’s |
| |
| |
1105 | Service of documents on directors, secretaries and others |
| |
(1) | A document may be served on a person to whom this section applies by |
| 5 |
leaving it at, or sending it by post to, the person’s registered address. |
| |
(2) | This section applies to— |
| |
(a) | a director or secretary of a company; |
| |
(b) | in the case of an overseas company whose particulars are registered |
| |
under section 1012, a person holding any such position as may be |
| 10 |
specified for the purposes of this section by regulations under that |
| |
| |
(c) | a person appointed in relation to a company as— |
| |
(i) | a judicial factor (in Scotland), |
| |
(ii) | a receiver and manager appointed under section 18 of the |
| 15 |
Charities Act 1993 (c. 10), or |
| |
(iii) | a manager appointed under section 47 of the Companies |
| |
(Audit, Investigations and Community Enterprise) Act 2004 |
| |
| |
(3) | This section applies whatever the purpose of the document in question. |
| 20 |
| It is not restricted to service for purposes arising out of or in connection with |
| |
the appointment or position mentioned in subsection (2) or in connection with |
| |
| |
(4) | For the purposes of this section a person’s “registered address” means any |
| |
address for the time being shown as a current address in relation to that person |
| 25 |
in the part of the register available for public inspection. |
| |
(5) | If notice of a change of that address is given to the registrar, a person may |
| |
validly serve a document at the address previously registered until the end of |
| |
the period of 14 days beginning with the date on which notice of the change is |
| |
| 30 |
(6) | Service may not be effected by virtue of this section at an address— |
| |
(a) | if notice has been registered of the termination of the appointment in |
| |
relation to which the address was registered and the address is not a |
| |
registered address of the person concerned in relation to any other |
| |
| 35 |
(b) | in the case of a person holding any such position as is mentioned in |
| |
subsection (2)(b), if the overseas company has ceased to have any |
| |
connection with the United Kingdom by virtue of which it is required |
| |
to register particulars under section 1012. |
| |
(7) | Nothing in this section shall be read as affecting any enactment or rule of law |
| 40 |
under which permission is required for service out of the jurisdiction. |
| |
| |
(1) | In the Companies Acts a “service address”, in relation to a person, means an |
| |
address at which documents may be effectively served on that person. |
| |
|
| |
|
| |
|
(2) | The Secretary of State may by regulations specify conditions with which a |
| |
service address must comply. |
| |
(3) | Regulations under this section are subject to negative resolution procedure. |
| |
1107 | Requirement to give service address |
| |
Any obligation under the Companies Acts to give a person’s address is, unless |
| 5 |
otherwise expressly provided, to give a service address for that person. |
| |
Sending or supplying documents or information |
| |
1108 | The company communications provisions |
| |
(1) | The provisions of sections 1109 to 1114 (“the company communications |
| |
provisions”) have effect for the purposes of any provision of the Companies |
| 10 |
Acts that authorises or requires documents or information to be sent or |
| |
supplied by or to a company. |
| |
(2) | As regards documents or information to be sent or supplied to the registrar the |
| |
company communications provisions have effect subject to the provisions of |
| |
| 15 |
1109 | Sending or supplying documents or information |
| |
(1) | Documents or information to be sent or supplied to a company must be sent or |
| |
supplied in accordance with the provisions of Schedule 4. |
| |
(2) | Documents or information to be sent or supplied by a company must be sent |
| |
| 20 |
(a) | in the case of a company other than a traded company, in accordance |
| |
with the provisions of Schedule 5; |
| |
(b) | in the case of a traded company, in accordance with the provisions of |
| |
| |
(3) | The provisions referred to in subsection (2) apply (and those referred to in |
| 25 |
subsection (1) do not apply) in relation to documents or information that are to |
| |
be sent or supplied by one company to another. |
| |
1110 | Construction of provisions about documents or information sent or supplied |
| |
(1) | A provision that requires a document or information to be sent or supplied in |
| |
hard copy form, and does not authorise its being sent or supplied in electronic |
| 30 |
form, is not complied with by sending or supplying it by electronic means. |
| |
(2) | A provision that authorises documents or information to be sent or supplied in |
| |
hard copy form, in electronic form or by means of a website only authorises |
| |
them to be sent or supplied in accordance with the company communications |
| |
provisions (unless it expressly states otherwise). |
| 35 |
(3) | A requirement to send or supply documents or information in hard copy form, |
| |
in electronic form or by means of a website is a requirement to send or supply |
| |
them in accordance with the company communications provisions (unless it |
| |
expressly states otherwise). |
| |
|
| |
|