Company Law Reform Bill [HL] (changed to Companies Bill [HL])
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Part 38
Companies: interpretation
Meaning of "subsidiary" and related expressions
1124
Meaning of “subsidiary” etc
1125
Meaning of “subsidiary” etc: power to amend
Meaning of "undertaking" and related expressions
1126
Meaning of “undertaking” and related expressions
1127
Parent and subsidiary undertakings
Other definitions
1128
Meaning of “banking company” and “banking group”
1129
Meaning of “insurance company” and related expressions
1130
“Employees’ share scheme”
1131
Meaning of “prescribed”
1132
Hard copy and electronic form and related expressions
1133
Classes of shares
1134
Dormant companies
1135
Meaning of “EEA State” and related expressions
1136
The former Companies Acts
General
1137
References to requirements of this Act
1138
Minor definitions: general
1139
Index of defined expressions
Part 39
Companies: minor amendments
1140
Power of Secretary of State to bring civil proceedings on company’s behalf
1141
Repeal of certain provisions about company directors
1142
Repeal of requirement that certain companies publish periodical statement
1143
Repeal of requirement that Secretary of State prepare annual report
1144
Repeal of certain provisions about company charges
1145
Access to constitutional documents of RTE and RTM companies
Part 40
Company directors: foreign disqualification etc
Introductory
1146
Persons subject to foreign restrictions
1147
Meaning of “the court” and “UK company”
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Power to disqualify
1148
Disqualification of persons subject to foreign restrictions
1149
Disqualification regulations: supplementary
1150
Offence of breach of disqualification
Power to make persons liable for company’s debts
1151
Personal liability for debts of company
Power to require statements to be sent to the registrar of companies
1152
Statements from persons subject to foreign restrictions
1153
Statements from persons disqualified
1154
Statements: whether to be made public
1155
Offences
Part 41
Business names
Chapter 1
Restricted or prohibited names
1156
Application of this Chapter
Sensitive words or expressions
1157
Name suggesting connection with government or public authority
1158
Other sensitive words or expressions
1159
Requirement to seek comments of government department or other relevant
body
1160
Withdrawal of Secretary of State’s approval
Misleading names
1161
Name containing inappropriate indication of company type or legal form
1162
Name giving misleading indication of activities
Supplementary
1163
Savings for existing lawful business names
Chapter 2
Disclosure required in case of individual or partnership
1164
1165
Information required to be disclosed
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Disclosure requirements
1166
Disclosure required: business documents etc
1167
Exemption for large partnerships if certain conditions met
1168
Disclosure required: business premises
Consequences of failure to make required disclosure
1169
Criminal consequences of failure to make required disclosure
1170
Civil consequences of failure to make required disclosure
Chapter 3
1171
Application of general provisions about offences
1172
Interpretation
Part 42
Statutory Auditors
1173
Main purposes of Part
1174
Meaning of “statutory auditor” etc
1175
Eligibility for appointment as a statutory auditor: overview
Individuals and firms
Eligibility for appointment
1176
Individuals and firms: eligibility for appointment as a statutory auditor
1177
Effect of ineligibility
Independence requirement
1178
1179
Effect of lack of independence
Effect of appointment of a partnership
1180
Supervisory bodies
1181
1182
Exemption from liability for damages
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Professional qualifications
1183
Appropriate qualifications
1184
Qualifying bodies and recognised professional qualifications
1185
Approval of overseas qualifications
1186
Eligibility of individuals retaining only 1967 Act authorisation
Information
1187
Matters to be notified to the Secretary of State
1188
The Secretary of State’s power to call for information
Enforcement
1189
Compliance orders
Auditors General
1190
Auditors General: eligibility for appointment as a statutory auditor
Conduct of audits
1191
Individuals responsible for audit work on behalf of Auditors General
The Independent Supervisor
1192
Appointment of the Independent Supervisor
Supervision of Auditors General
1193
Supervision of Auditors General by the Independent Supervisor
1194
Duties of Auditors General in relation to supervision arrangements
Reporting requirement
1195
Reports by the Independent Supervisor
1196
Matters to be notified to the Independent Supervisor
1197
The Independent Supervisor’s power to call for information
1198
Suspension notices
1199
Effect of suspension notices
1200
Proceedings
1201
Proceedings involving the Independent Supervisor
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Grants
1202
Grants to the Independent Supervisor
Chapter 4
The register of auditors etc
1203
The register of auditors
1204
Information to be made available to public
Chapter 5
Registered third country auditors
1205
Meaning of “third country auditor”, “registered third country auditor” etc
Duties
1206
Duties of registered third country auditors
1207
1208
1209
1210
Removal of third country auditors from the register of auditors
1211
Grants to bodies concerned with arrangements under Schedule 12
Chapter 6
Supplementary and general
Power to require second company audit
1212
Secretary of State’s power to require second audit of a company
1213
Supplementary provision about second audits
False and misleading statements
1214
Misleading, false and deceptive statements
Fees
1215
Delegation of Secretary of State’s functions
1216
Delegation of the Secretary of State’s functions
1217
Delegation of functions to an existing body
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International obligations
1218
Directions to comply with international obligations
General provision relating to offences
1219
Offences by bodies corporate, partnerships and unincorporated associations
1220
Time limits for prosecution of offences
1221
Jurisdiction and procedure in respect of offences
Notices etc
1222
Service of notices
1223
Documents in electronic form
1224
Meaning of “associate”
1225
Minor definitions
1226
Miscellaneous and general
1227
Power to make provision in consequence of changes affecting accountancy
bodies
1228
Consequential amendments
Part 43
Transparency obligations and related matters
1229
The transparency obligations directive
Transparency obligations
1230
Transparency rules
1231
Competent authority’s power to call for information
1232
Powers exercisable in case of infringement of transparency obligation
Other matters
1233
Corporate governance rules
1234
Liability for false or misleading statements in certain publications
1235
Exercise of powers where UK is host member state
1236
Transparency obligations and related matters: minor and consequential
amendments
1237
Corporate governance regulations
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Part 44
Miscellaneous provisions
Regulation of actuaries etc
1238
Grants to bodies concerned with actuarial standards etc
1239
Levy to pay expenses of bodies concerned with actuarial standards etc
1240
Application of provisions to Scotland and Northern Ireland
Information as to exercise of voting rights by institutional investors
1241
Power to require information about exercise of voting rights
1242
Institutions to which information provisions apply
1243
Shares to which information provisions apply
1244
Obligations with respect to provision of information
Disclosure of information under the Enterprise Act 2002
1245
Expenses of winding up
1246
Payment of expenses of winding up
Commonhold associations
1247
Amendment of memorandum or articles of commonhold association
Part 45
Northern Ireland
1248
Extension of Companies Acts to Northern Ireland
1249
Extension of GB enactments relating to SEs
1250
Extension of GB enactments relating to certain other forms of business
organisation
1251
Extension of enactments relating to business names
Part 46
General supplementary provisions
Regulations and orders
1252
Regulations and orders: statutory instrument
1253
Regulations and orders: negative resolution procedure
1254
Regulations and orders: affirmative resolution procedure
1255
Regulations and orders: approval after being made
1256
Regulations and orders: supplementary
Meaning of "enactment"
1257
Meaning of “enactment”