Company Law Reform Bill [HL] (changed to Companies Bill [HL])
xxii
481
Parliamentary procedure for certain regulations under this Part
482
Minor definitions
Part 17
Audit
Chapter 1
Requirement for audited accounts
483
484
Right of members to require audit
Exemption from audit: small companies
485
Small companies: conditions for exemption from audit
486
Companies excluded from small companies exemption
487
Availability of small companies exemption in case of group company
Exemption from audit: dormant companies
488
Dormant companies: conditions for exemption from audit
489
Companies excluded from dormant companies exemption
Exemption from audit: certain charities
490
Small charities: independent examiner’s report in lieu of audit
491
Companies excluded from report exemption
492
Availability of report exemption in case of group company
493
The independent examiner’s report
494
The independent examiner
495
Rights of independent examiner
Companies subject to public sector audit
496
Non-profit-making companies subject to public sector audit
497
Scottish public sector companies: audit by Auditor General for Scotland
General power of amendment by regulations
498
Chapter 2
Appointment of auditors
Private companies
499
Appointment of auditors of private company: general
xxiii
500
Appointment of auditors of private company: default power of Secretary of
State
501
Term of office of auditors of private company
502
Prevention by members of deemed re-appointment of auditor
Public companies
503
Appointment of auditors of public company: general
504
Appointment of auditors of public company: default power of Secretary of
505
Term of office of auditors of public company
General provisions
506
Fixing of auditor’s remuneration
507
Disclosure of terms of audit appointment
508
Disclosure of services provided by auditor or associates and related
remuneration
Chapter 3
Functions of auditor
Auditor’s report
509
Auditor’s report on company’s annual accounts
510
Auditor’s report on directors’ report
511
Auditor’s report on auditable part of directors’ remuneration report
Duties and rights of auditors
512
Duties of auditor
513
Auditor’s general right to information
514
Auditor’s right to information from overseas subsidiaries
515
Auditor’s rights to information: offences
516
Auditor’s rights in relation to resolutions and meetings
Signature of auditor’s report
517
518
Senior statutory auditor
519
Names to be stated in published copies of auditor’s report
520
Circumstances in which names may be omitted
Offences in connection with auditor’s report
521
522
Guidance for regulatory and prosecuting authorities: England, Wales and
Northern Ireland
523
Guidance for regulatory authorities: Scotland
xxiv
Chapter 4
Removal, resignation, etc of auditors
Removal of auditor
524
Resolution removing auditor from office
525
Special notice required for resolution removing auditor from office
526
Notice to registrar of resolution removing auditor from office
527
Rights of auditor who has been removed from office
Failure to re-appoint auditor
528
Failure to re-appoint auditor: special procedure required for written
resolution
529
Failure to re-appoint auditor: special notice required for resolution at general
meeting
Resignation of auditor
530
531
Notice to registrar of resignation of auditor
532
Rights of resigning auditor
Statement by auditor on ceasing to hold office
533
Statement by auditor to be deposited with company
534
Company’s duties in relation to statement
535
Copy of statement to be sent to registrar
536
Duty of auditor to notify appropriate audit authority
537
Duty of company to notify appropriate audit authority
538
Information to be given to accounting authorities
539
Meaning of “appropriate audit authority” and “major audit”
Supplementary
540
Effect of casual vacancies
Chapter 5
Quoted companies: right of members to raise audit concerns at accounts
541
Members’ power to require website publication of audit concerns
542
Requirements as to website availability
543
Website publication: company’s supplementary duties
544
Website publication: offences
545
Meaning of “quoted company”
xxv
Chapter 6
Auditors’ liability
Voidness of provisions protecting auditors from liability
546
Indemnity for costs of defending proceedings
547
Indemnity for costs of successfully defending proceedings
Liability limitation agreements
548
549
Terms of liability limitation agreement
550
Authorisation of agreement by members of the company
551
Effect of liability limitation agreement
552
Disclosure of agreement by company
Chapter 7
Supplementary provisions
553
Part 18
A company’s share capital
Shares and share capital of a company
Shares
554
555
Nature of shares
556
Nominal value of shares
557
Numbering of shares
558
Transferability of shares
559
Companies having a share capital
560
Issued and allotted share capital
Share capital
561
Called-up share capital
562
Equity share capital
xxvi
Allotment of shares: general provisions
Power of directors to allot shares
563
Exercise by directors of power to allot shares etc
564
Power of directors to allot shares etc: private company with only one class of
shares
565
Power of directors to allot shares etc: authorisation by company
Prohibition of commissions, discounts and allowances
566
General prohibition of commissions, discounts and allowances
567
Permitted commission
Registration of allotment
568
Return of allotment
569
Return of allotment by limited company
570
Return of allotment by unlimited company allotting new class of shares
571
Offence of failure to make return
572
When shares are allotted
573
Provisions about allotment not applicable to shares taken on formation
Allotment of equity securities: existing shareholders’ right of pre-emption
Introductory
574
Meaning of “equity securities” and related expressions
Existing shareholders’ right of pre-emption
575
576
Communication of pre-emption offers to shareholders
577
Liability of company and officers in case of contravention
Exceptions to right of pre-emption
578
Exception to pre-emption right: bonus shares
579
Exception to pre-emption right: issue for non-cash consideration
580
Exception to pre-emption right: securities held under employees’ share
scheme
xxvii
Exclusion of right of pre-emption
581
Exclusion of requirements by private companies
582
Exclusion of pre-emption right: articles conferring corresponding right
Disapplication of pre-emption rights
583
Disapplication of pre-emption rights: private company with only one class of
584
Disapplication of pre-emption rights: directors acting under general
authorisation
585
Disapplication of pre-emption rights by special resolution
586
Liability for false statement in directors’ statement
587
Disapplication of pre-emption rights: sale of treasury shares
588
References to holder of shares in relation to offer
589
Saving for other restrictions on offer or allotment
590
Saving for certain older pre-emption requirements
591
Provisions about pre-emption not applicable to shares taken on formation
Public companies: allotment where issue not fully subscribed
592
593
Public companies: effect of irregular allotment where issue not fully
subscribed
Payment for shares
General rules
594
Shares not to be allotted at a discount
595
Provision for different amounts to be paid on shares
596
General rule as to means of payment
597
Meaning of payment in cash
Additional rules for public companies
598
Public companies: shares taken by subscribers of memorandum
599
Public companies: must not accept undertaking to do work or perform
services
600
Public companies: shares must be at least one-quarter paid up
601
Public companies: payment by long-term undertaking
602
Liability of subsequent holders of shares
603
Power of court to grant relief
604
Penalty for contravention of this Chapter
605
Enforceability of undertakings to do work etc
xxviii
606
The appropriate rate of interest
Public companies: independent valuation of non-cash consideration
Non-cash consideration for shares
607
Public company: valuation of non-cash consideration for shares
608
Exception to valuation requirement: arrangement with another company
609
Exception to valuation requirement: merger
610
Non-cash consideration for shares: requirements as to valuation and report
611
Copy of report to be delivered to registrar
Transfer of non-cash asset in initial period
612
Public company: agreement for transfer of non-cash asset in initial period
613
Agreement for transfer of non-cash asset: requirement of independent
valuation
614
Agreement for transfer of non-cash asset: requirements as to valuation and
report
615
Agreement for transfer of non-cash asset: requirement of approval by
members
616
Copy of resolution to be delivered to registrar
617
Adaptation of provisions in relation to company re-registering as public
618
Agreement for transfer of non-cash asset: effect of contravention
619
620
621
622
623
Share premiums
The share premium account
624
Application of share premiums
Relief from requirements as to share premiums
625
Group reconstruction relief
626
Merger relief
627
Merger relief: meaning of 90% equity holding
628
Power to make further provision by regulations
629
Relief may be reflected in company’s balance sheet
630
Interpretation of this Chapter