Introductory Text

Part I Formation and Registration of Companies; Juridical Status and Membership

Chapter I Company Formation

Memorandum of association

1. Mode of forming incorporated company.
2. Requirements with respect to memorandum.
3. Forms of memorandum.
3A. Statement of company’s objects: general commercial company.
4.Resolution to alter objects.
5. Procedure for objecting to alteration.
6. Provisions supplementing ss. 4, 5.

Articles of association

7. Articles prescribing regulations for companies.
8. Tables A, C, D and E.
8A. Table G.
9. Alteration of articles by special resolution.

Registration and its consequences

10. Documents to be sent to registrar.
11. Minimum authorised capital (public companies).
12. Duty of registrar.
13. Effect of registration.
14. Effect of memorandum and articles.
15. Memorandum and articles of company limited by guarantee.
16. Effect of alteration on company’s members.
17. Conditions in memorandum which could have been in articles.
18. Amendments of memorandum or articles to be registered.
19. Copies of memorandum and articles to be given to members.
20. Issued copy of memorandum to embody alterations.
21. Registered documentation of Welsh companies.

A company’s membership

22. Definition of “member”.
23. Membership of holding company.
24. Minimum membership for carrying on business.

Chapter II Company Names

25. Name as stated in memorandum.
26. Prohibition on registration of certain names.
27. Alternatives of statutory designations.
28. Change of name.
29. Regulations about names.
30. Exemption from requirement of “limited” as part of the name.
31. Provisions applying to company exempt under s. 30.
32. Power to require company to abandon misleading name.
33. Prohibition on trading under misleading name.
34. Penalty for improper use of “limited” or “cyfyngedig”.
34A.Penalty for improper use of “community interest company” etc.

Chapter III A Company’s Capacity; Formalities of Carrying on Business

35. A company’s capacity not limited by its memorandum.
35A. Power of directors to bind the company.
35B. No duty to enquire as to capacity of company or authority of directors.
36. Company contracts: England and Wales.
36A. Execution of documents: England and Wales.
36AA.Execution of deeds: England and Wales
36B. Execution of documents by companies.
36C. Pre-incorporation contracts, deeds and obligations.
37. Bills of exchange and promissory notes.
38. Execution of deeds abroad.
39. Power of company to have official seal for use abroad.
40. Official seal for share certificates, etc.
41. Authentication of documents.
42. Events affecting a company’s status.

Part II Re-registration as a means of altering a company’s status

Private company becoming public

43. Re-registration of private company as public.
44. Consideration for shares recently allotted to be valued.
45. Additional requirements relating to share capital.
46. Meaning of “unqualified report” in s. 43(3).
47. Certificate of re-registration under s. 43.
48. Modification for unlimited company re-registering.

Limited company becoming unlimited

49. Re-registration of limited company as unlimited.
50. Certificate of re-registration under s. 49.

Unlimited company becoming limited

51. Re-registration of unlimited company as limited.
52. Certification of re-registration under s. 51.

Public company becoming private

53. Re-registration of public company as private.
54. Litigated objection to resolution under s. 53.
55. Certificate of re-registration under s. 53.

Part III Capital Issues

Chapter I Issues by Companies Registered, or to be Registered, in Great Britain

The prospectus

56. Matters to be stated, and reports to be set out, in prospectus.
57. Attempted evasion of s. 56 to be void.
58. Document offering shares etc. for sale deemed a prospectus.
59. Rule governing what is an “offer to the public".
60. Exceptions from rule in s. 59.
61. Prospectus containing statement by expert.
62. Meaning of “expert”.
63. Prospectus to be dated.

Registration of prospectus

64. Registration requirement applicable in all cases.
65. Additional requirements in case of prospectus issued generally.

Liabilities and offences in connection with prospectus

66. Directors, etc. exempt from liability in certain cases.
67. Compensation for subscribers misled by statement in prospectus.
68. Exemption from s. 67 for those acting with propriety.
69. Indemnity for innocent director or expert.
70. Criminal liability for untrue statements.

Supplementary
71. Interpretation for ss. 56 to 70.

Chapter II Issues by Companies Incorporated, or to be Incorporated, Outside Great Britain

72. Prospectus of oversea company.
73. Attempted evasion of s. 72 to be void.
74. Prospectus containing statement by expert.
75. Restrictions on allotment to be secured in prospectus.
76. Stock exchange certificate exempting from compliance with Sch. 3.
77. Registration of oversea prospectus before issue.
78. Consequences (criminal and civil) of non-compliance with ss. 72-77.
79. Supplementary.

Part IV Allotment of Shares and Debentures

General provisions as to allotment

80. Authority of company required for certain allotments.
80A. Election by private company as to duration of authority.
81. Restriction on public offers by private company.
82. Application for, and allotment of, shares and debentures.
83. No allotment unless minimum subscription received.
84. Allotment where issue not fully subscribed.
85. Effect of irregular allotment.
86. Allotment of shares etc. to be dealt in on stock exchange.
87. Operation of s. 86 where prospectus offers shares for sale.
88. Return as to allotments, etc.

Pre-emption rights

89. Offers to shareholders to be on pre-emptive basis.
90. Communication of pre-emption offers to shareholders.
91. Exclusion of ss. 89, 90 by private company.
92. Consequences of contravening ss. 89, 90.
93. Saving for other restrictions as to offers.
94. Definitions for ss. 89-96.
95. Disapplication of pre-emption rights.
96. Saving for company’s pre-emption procedure operative before 1982.

Commissions and discounts

97. Power of company to pay commissions.
98. Apart from s. 97, commissions and discounts barred.

Amount to be paid for shares; the means of payment

99. General rules as to payment for shares on allotment.
100. Prohibition on allotment of shares at a discount.
101. Shares to be allotted as at least one-quarter paid-up.
102. Restriction on payment by long-term undertaking.
103. Non-cash consideration to be valued before allotment.
104. Transfer to public company of non-cash asset in initial period.
105. Agreements contravening s. 104.
106. Shares issued to subscribers of memorandum.
107. Meaning of “the appropriate rate”.

Valuation provisions

108. Valuation and report (s. 103).
109. Valuation and report (s. 104).
110. Entitlement of valuer to full disclosure.
111. Matters to be communicated to registrar.

Other matters arising out of allotment &c.

111A. Right to damages, &c. not affected.
112. Liability of subsequent holders of shares allotted.
113. Relief in respect of certain liabilities under ss. 99 ff.
114. Penalty for contravention.
115. Undertakings to do work, etc.
116. Application of ss. 99 ff to special cases.

Part V Share Capital, its Increase, Maintenance and Reduction

Chapter I General Provisions about Share Capital

117. Public company share capital requirements.
118. The authorised minimum.
119. Provision for different amounts to be paid on shares.
120. Reserve liability of limited company.
121. Alteration of share capital (limited companies).
122. Notice to registrar of alteration.
123. Notice to registrar of increased share capital.
124. Reserve capital of unlimited company.

Chapter II Class Rights

125. Variation of class rights.
126. Saving for court’s powers under other provisions.
127. Shareholders’ right to object to variation.
128.Registration of particulars of special rights.
129. Registration of newly created class rights.

Chapter III Share Premiums

130. Application of share premiums.
131. Merger relief.
132. Relief in respect of group reconstructions.
133. Provisions supplementing ss. 131, 132.
134. Provision for extending or restricting relief from s. 130.

Chapter IV Reduction of Share Capital

135. Special resolution for reduction of share capital.
136. Application to court for order of confirmation.
137. Court order confirming reduction.
138. Registration of order and minute of reduction.
139. Public company reducing capital below authorised minimum.
140. Liability of members on reduced shares.
141. Penalty for concealing name of creditor, etc.

Chapter V Maintenance of Capital

142. Duty of directors on serious loss of capital.
143. General rule against company acquiring own shares.
144. Aquisition of shares by company’s nominee.
145. Exceptions from s. 144.
146. Treatment of shares held by or for public company.
147. Matters arising out of compliance with s. 146(2).
148. Further provisions supplementing ss. 146, 147.
149. Sanctions for non-compliance.
150. Charges of public companies on own shares.

Chapter VI Financial Assistance by a Company for Acquisition of its Own Shares

Provisions applying to both public and private companies

151. Financial assistance generally prohibited.
152. Definitions for this Chapter.
153. Transactions not prohibited by s. 151.
154. Special restriction for public companies.

Private companies

155. Relaxation of s. 151 for private companies.
156. Statutory declaration under s. 155.
157. Special resolution under s. 155.
158. Time for giving financial assistance under s. 155.

Chapter VII Redeemable Shares; Purchase by a Company of its Own Shares

Redemption and purchase generally

159. Power to issue redeemable shares.
159A. Terms and manner of redemption.
160. Financing etc. of redemption.
161. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162. Power of company to purchase own shares.
162A.Treasury shares
162B. Treasury shares: maximum holdings
162C.Treasury shares: voting and other rights
162D.Treasury shares: disposal and cancellation
162E.Treasury shares: mandatory cancellation
162F.Treasury shares: proceeds of sale
162G.Treasury shares: penalty for contravention
163. Definitions of “off-market” and “market” purchase.
164. Authority for off-market purchase.
165. Authority for contingent purchase contract.
166. Authority for market purchase.
167. Assignment or release of company’s right to purchase own shares.
168. Payments apart from purchase price to be made out of distributable profits.
169. Disclosure by company of purchase of own shares.
169A.Disclosure by company of cancellation or disposal of treasury shares
170. The capital redemption reserve.

Redemption or purchase of own shares out of capital (private companies only)

171. Power of private companies to redeem or purchase own shares out of capital.
172. Availability of profits for purposes of s. 171.
173. Conditions for payment out of capital.
174. Procedure for special resolution under s. 173.
175. Publicity for proposed payment out of capital.
176. Objections by company’s members or creditors.
177. Powers of court on application under s. 176.

Supplementary

178. Effect of company’s failure to redeem or purchase.
179. Power for Secretary of State to modify this Chapter.
180. Transitional cases arising under this Chapter; and savings.
181. Definitions for Chapter VII.

Chapter VIII Miscellaneous Provisions about Shares and Debentures

Share and debenture certificates, transfers and warrants

182. Nature, transfer and numbering of shares.
183. Transfer and registration.
184. Certification of transfers.
185. Duty of company as to issue of certificates.
186. Certificate to be evidence of title.
187. Evidence of grant of probate or confirmation as executor.
188. Issue and effect of share warrant to bearer.
189. Offences in connection with share warrants (Scotland).

Debentures

190. Register of debenture holders.
191. Right to inspect register.
192. Liability of trustees of debentures.
193. Perpetual debentures.
194. Power to re-issue redeemed debentures.
195. Contract to subscribe for debentures.
196. Payment of debts out of assets subject to floating charge (England and Wales).
197. Debentures to bearer (Scotland).

Part VI Disclosure of Interests in Shares

Individual and group acquisitions

198. Obligation of disclosure: the cases in which it may arise and “the relevant time”.
199. Interests to be disclosed.
200.“Percentage level” in relation to notifiable interests.
201.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
202. Particulars to be contained in notification.
203. Notification of family and corporate interests.
204. Agreement to acquire interests in a particular company.
205. Obligation of disclosure arising under s. 204.
206. Obligation of persons acting together to keep each other informed.
207. Interests in shares by attribution.
208. Interests in shares which are to be notified.
209. Interests to be disregarded.
210. Other provisions about notification under this Part.
210A. Power to make further provision by regulations.

Registration and investigation of share acquisitions and disposals

211. Register of interests in shares.
212. Company investigations.
213. Registration of interests disclosed under s. 212.
214. Company investigation on requisition by members.
215. Company report to members.
216. Penalty for failure to provide information.
217. Removal of entries from register.
218. Otherwise, entries not to be removed.
219. Inspection of register and reports.

Supplementary
220. Definitions for Part VI.

Part VII Accounts and Audit

Chapter I Provisions Applying to Companies Generally

Accounting records

221. Duty to keep accounting records.
222. Where and for how long records to be kept.

A company’s financial year and accounting reference periods

223. A company’s financial year.
224. Accounting reference periods and accounting reference date.
225. Alteration of accounting reference date.

Annual accounts

226. Duty to prepare individual accounts.
226A.Companies Act individual accounts
226B.IAS individual accounts
227. Duty to prepare group accounts.
227A.Companies Act group accounts
227B.IAS group accounts
227C.Consistency of accounts
228. Exemption for parent companies included in accounts of larger group.
228A.Exemption for parent companies included in non-EEA group accounts
229. Subsidiary undertakings included in the consolidation.
230. Treatment of individual profit and loss account where group accounts prepared.
231. Disclosure required in notes to accounts:related undertakings.
231A.Disclosure required in notes to annual accounts: particulars of staff
232. Disclosure required in notes to accounts: emoluments and other benefits of directors and others.

Approval and signing of accounts
233. Approval and signing of accounts

Directors' report

234. Duty to prepare directors' report.
234ZZA.Directors' report: general requirements
234ZZB.Directors' report: business review
234ZA.Statement as to disclosure of information to auditors
234A. Approval and signing of directors’ report.

Quoted companies: operating and financial review

234AA.Duty to prepare operating and financial review
234AB.Approval and signing of operating and financial review

Quoted companies: directors’ remuneration report

234B.Duty to prepare directors’ remuneration report
234C.Approval and signing of directors’ remuneration report

Auditors’ report

235. Auditors’ report.
236. Signature of auditors’ report.
237. Duties of auditors.

Publication of accounts and reports

238. Persons entitled to receive copies of accounts and reports.
238A.Time allowed for sending out copies of accounts and reports
239. Rights to demand copies of accounts and reports.
240. Requirements in connection with publication of accounts.

Laying and delivering of accounts and reports

241. Accounts and reports to be laid before company in general meeting.
241A.Members’ approval of directors’ remuneration report
242. Accounts and reports to be delivered to the registrar.
242A. Civil penalty for failure to deliver accounts.
242B. Delivery and publication of accounts in ECUs
243. Accounts of subsidiary undertakings to be appended in certain cases.
244. Period allowed for laying and delivering accounts and reports.

Revision of defective accounts and reports

245. Voluntary revision of annual accounts or directors’ report.
245A. Secretary of State’s notice in respect of annual accounts.
245B. Application to court in respect of defective accounts.
245C. Other persons authorised to apply to court.
245D.Disclosure of information held by Inland Revenue to persons authorised to apply to court
245E.Restrictions on use and further disclosure of information disclosed under section 245D
245F.Power of authorised persons to require documents, information and explanations
245G.Restrictions on further disclosure of information obtained under section 245F

Chapter II Exemptions, Exceptions and Special Provisions

Small and medium-sized companies and groups

246. Special provisions for small companies
246A. Special provisions for medium-sized companies
247. Qualification of company as small or medium-sized.
247A. Cases in which special provisions do not apply
247B. Special auditors’ report
248. Exemption for small and medium-sized groups.
248A. Group accounts prepared by small company
249. Qualification of group as small or medium-sized.

Exemptions from audit for certain categories of small company

249A. Exemptions from audit
249AA. Dormant companies
249B. Cases where exemptions not available
249C. The report required for the purposes of section 249A(2).
249D. The reporting accountant
249E. Effect of exemptions

Dormant companies
250. Resolution not to appoint auditors.

Listed public companies
251.Summary financial statement

Private companies

252. Election to dispense with laying of accounts and reports before general meeting.
253. Right of shareholder to require laying of accounts.

Unlimited companies
254. Exemption from requirement to deliver accounts and reports.

Banking and insurance companies and groups

255. Special provisions for banking and insurance companies.
255A. Special provisions for banking and insurance groups.
255B. Modification of disclosure requirements in relation to banking company or group.
255C. Directors’ report where accounts prepared in accordance with special provisions.
255D. Power to apply provisions to banking partnerships.

Welsh private companies
[255E. Delivery of accounting documents in Welsh only.

Chapter III Supplementary Provisions

Accounting standards

256. Accounting standards.
256A.Reporting standards

Power to alter accounting requirements
257. Power of Secretary of State to alter accounting requirements.

Parent and subsidiary undertakings
258. Parent and subsidiary undertakings.

Other interpretation provisions

259. Meaning of “undertaking” and related expressions.
260. Participating interests.
261. Notes to the accounts.
262. Minor definitions.
262A.Index of defined expressions.

Part VIII Distribution of Profits and Assets

Limits of company’s power of distribution

263. Certain distributions prohibited.
264. Restriction on distribution of assets.
265. Other distributions by investment companies.
266. Meaning of “investment company”.
267. Extension of ss. 265, 266 to other companies.
268. Realised profits of insurance company with long term business.
269. Treatment of development costs.

Relevant accounts

270. Distribution to be justified by reference to company’s accounts.
271. Requirements for last annual accounts.
272. Requirements for interim accounts.
273. Requirements for initial accounts.
274. Method of applying s. 270 to successive distributions.
275. Treatment of assets in the relevant accounts.
276. Distributions in kind.

Supplementary

277. Consequences of unlawful distribution.
278. Saving for provision in articles operative before Act of 1980.
279. Distributions by banking or insurance companies.
280. Definitions for Part VIII.
281. Saving for other restraints on distribution.

Part IX A Company’s Management; Directors and Secretaries; their Qualifications, Duties and Responsibilities

Officers and registered office

282. Directors.
283. Secretary.
284. Acts done by person in dual capacity.
285. Validity of acts of directors.
286. Qualifications of company secretaries.
287. Registered office.
288. Register of directors and secretaries.
288A.If an individual in respect of whom a confidentiality order...
289. Particulars of directors to be registered under s. 288.
290. Particulars of secretaries to be registered under s. 288.

Provisions governing appointment of directors

291. Share qualification of directors.
292. Appointment of directors to be voted on individually.
293. Age limit for directors.
294. Duty of director to disclose his age.

Disqualification

295–299.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
300.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
301, 302.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Removal of directors

303. Resolution to remove director.
304. Director’s right to protest removal.

Other provisions about directors and officers

305. Directors’ names on company correspondence, etc.
306. Limited company may have directors with unlimited liability.
307. Special resolution making liability of directors unlimited.
308. Assignment of office by directors.
309. Directors to have regard to interests of employees.
309A.Provisions protecting directors from liability
309B.Qualifying third party indemnity provisions
309C.Disclosure of qualifying third party indemnity provisions
310. Provisions protecting auditors from liability.

Part X Enforcement of Fair Dealing by Directors

Restrictions on directors taking financial advantage

311. Prohibition on tax-free payments to directors.
312. Payment to director for loss of office etc.
313. Company approval for property transfer.
314. Director’s duty of disclosure on takeover, etc.
315. Consequences of non-compliance with s. 314.
316. Provisions supplementing ss. 312 to 315.
317. Directors to disclose interest in contracts.
318. Directors’ service contracts to be open to inspection.
319. Director’s contract of employment for more than 5 years.
320. Substantial property transactions involving directors, etc.
321. Exceptions from s. 320.
322. Liabilities arising from contravention of s. 320.
322A. Invalidity of certain transactions involving directors, etc.
322B.Contracts with sole members who are directors

Share dealings by directors and their families

323. Prohibition on directors dealing in share options.
324. Duty of director to disclose shareholdings in own company.
325. Register of directors’ interests notified under s. 324.
326. Sanctions for non-compliance.
327. Extension of s. 323 to spouses , civil partners and children.
328. Extension of s. 324 to spouses , civil partners and children.
329. Duty to notify stock exchange of matters notified under preceding sections.

Restrictions on a company’s power to make loans, etc., to directors and persons connected with them

330. General restriction on loans etc. to directors and persons connected with them.
331. Definitions for ss. 330 ff.
332. Short-term quasi-loans.
333. Inter-company loans in same group.
334. Loans of small amounts.
335. Minor and business transactions.
336. Transactions at behest of holding company.
337. Funding of director’s expenditure on duty to company.
337A.Funding of director’s expenditure on defending proceedings
338. Loan or quasi-loan by money-lending company.
339.“Relevant amounts” for purposes of ss. 334 ff.
340.“Value” of transactions and arrangements.
341. Civil remedies for breach of s. 330.
342. Criminal penalties for breach of s. 330.
343. Record of transactions not disclosed in company accounts.
344. Exceptions from s. 343.

Supplementary

345. Power to increase financial limits.
346.“Connected persons”, etc.
347. Transactions under foreign law.

Part XA Control of political donations

347A. Introductory provisions.
347B. Exemptions.
347C. Prohibition on donations and political expenditure by companies.
347D. Special rules for subsidiaries.
347E. Special rule for parent company of non-GB subsidiary undertaking.
347F. Remedies for breach of prohibitions on company donations etc.
347G. Remedy for unauthorised donation or expenditure by non-GB subsidiary.
347H. Exemption of directors from liability in respect of unauthorised donation or expenditure.
347I. Enforcement of directors’ liabilities by shareholder action.
347J. Costs of shareholder action.
347K. Information for purposes of shareholder action.

Part XI Company administration and procedure

Chapter I Company Identification

348. Company name to appear outside place of business.
349. Company’s name to appear in its correspondence, etc.
350. Company seal.
351. Particulars in correspondence, etc.

Chapter II Register of Members

352. Obligation to keep and enter up register.
352A.Statement that company has only one member
353. Location of register.
354. Index of members.
355. Entries in register in relation to share warrants.
356. Inspection of register and index.
357. Non-compliance with ss. 353, 354, 356; agent’s default.
358. Power to close register.
359. Power of court to rectify register.
360. Trusts not to be entered on register in England and Wales.
361. Register to be evidence.
362. Overseas branch registers.

Chapter III Annual Return

363. Duty to deliver annual returns.
364. Contents of annual return: general.
364A. Contents of annual return: particulars of share capital . . . .
364B.Contents of annual return: information about shareholders: non-traded companies
364C.Contents of annual return: information about shareholders: traded companies
364D.Contents of annual return: information about shareholders: supplementary
365. Supplementary provisions: regulations and interpretation.

Chapter IV Meetings and Resolutions

Meetings

366. Annual general meeting.
366A. Election by private company to dispense with annual general meetings.
367. Secretary of State’s power to call meeting in default.
368. Extraordinary general meeting on members’ requisition.
369. Length of notice for calling meetings.
370. General provisions as to meetings and votes.
370A.Quorum at meetings of the sole member
371. Power of court to order meeting.
372. Proxies.
373. Right to demand a poll.
374. Voting on a poll.
375. Representation of corporations at meetings.

Resolutions

376. Circulation of members’ resolutions.
377. In certain cases, compliance with s. 376 not required.
378. Extraordinary and special resolutions.
379. Resolution requiring special notice.
379A. Elective resolution of private company.
380. Registration, etc. of resolutions and agreements.
381. Resolution passed at adjourned meeting.

Written resolutions of private companies

381A. Written resolutions of private companies.
381B. Duty to notify auditors of proposed written resolution
381C. Written resolutions: supplementary provisions.

Records of proceedings

382. Minutes of meetings.
382A. Recording of written resolutions.
382B.Recording of decisions by the sole member
383. Inspection of minute books.

Appointment of auditors

384. Duty to appoint auditors.
385. Appointment at general meeting at which accounts laid.
385A. Appointment by private company which is not obliged to lay accounts.
386. Election by private company to dispense with annual appointment.
387. Appointment by Secretary of State in default of appointment by company.
388. Filling of casual vacancies.
388A. Certain companies exempt from obligation to appoint auditors
389. Qualification for appointment as auditor.

Rights of auditors

389A. Rights to information.
389B.Offences relating to the provision of information to auditors
390. Right to attend company meetings, &c.

Remuneration of auditors

390A. Remuneration of auditors.
390B. Disclosure of services provided by auditors or associates and related remuneration

Removal, resignation, &c. of auditors

391. Removal of auditors.
391A. Rights of auditors who are removed or not re-appointed.
392. Resignation of auditors.
392A. Rights of resigning auditors.
393. Termination of appointment of auditors not appointed annually.
394. Statement by person ceasing to hold office as auditor.
394A. Offences of failing to comply with s. 394.

Part XII Registration of Charges

Chapter I Registration of Charges (England and Wales)

395. Certain charges void if not registered.
396. Charges which have to be registered.
397. Formalities of registration (debentures).
398. Verification of charge on property outside United Kingdom.
399. Company’s duty to register charges it creates.
400. Charges existing on property acquired.
401. Register of charges to be kept by registrar of companies.
402. Endorsement of certificate on debentures.
403. Entries of satisfaction and release.
404. Rectification of register of charges.
405. Registration of enforcement of security.
406. Companies to keep copies of instruments creating charges.
407. Company’s register of charges.
408. Right to inspect instruments which create charges, etc.
409. Charges on property in England and Wales created by oversea company.

Chapter II Registration of Charges (Scotland)

410. Charges void unless registered.
411. Charges on property outside United Kingdom.
412. Negotiable instrument to secure book debts.
413. Charges associated with debentures.
414. Charge by way of ex facie absolute disposition, etc.
415. Company’s duty to register charges created by it.
416. Duty to register charges existing on property acquired.
417. Register of charges to be kept by registrar of companies.
418. Certificate of registration to be issued.
419. Entries of satisfaction and relief.
420. Rectification of register.
421. Copies of instruments creating charges to be kept by company.
422. Company’s register of charges.
423. Right to inspect copies of instruments, and company’s register.
424. Extension of Chapter II.

Part XIII Arrangements and Reconstructions

425. Power of company to compromise with creditors and members.
426. Information as to compromise to be circulated.
427. Provisions for facilitating company reconstruction or amalgamation.
427A. Application of ss. 425–427 to mergers and divisions of public companies.

Part XIIIA Takeover Offers

428. Takeover offers.
429. Right of offeror to buy out minority shareholders.
430. Effect of notice under s. 429.
430A. Right of minority shareholder to be bought out by offeror.
430B. Effect of requirement under s. 430A.
430C. Applications to the court.
430D. Joint offers.
430E. Associates.
430F. Convertible securities.

Part XIV Investigation of Companies and Their Affairs; Requisition of Documents

Appointment and functions of inspectors

431. Investigation of a company on its own application or that of its members.
432. Other company investigations.
433. Inspectors’ powers during investigation.
434. Production of documents and evidence to inspectors.
435.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
436. Obstruction of inspectors treated as contempt of court.
437. Inspectors’ reports.
438. Power to bring civil proceedings on company’s behalf.
439. Expenses of investigating a company’s affairs.
440. Power of Secretary of State to present winding-up petition.
441. Inspectors’ report to be evidence.

Other powers of investigation available to the Secretary of State

442. Power to investigate company ownership.
443. Provisions applicable on investigation under s. 442.
444. Power to obtain information as to those interested in shares, etc.
445. Power to impose restrictions on shares and debentures.
446. Investigation of share dealings.

Powers of Secretary of State to give directions to inspectors

446A.General powers to give directions
446B.Direction to terminate investigation

Resignation, removal and replacement of inspectors

446C.Resignation and revocation of appointment
446D.Appointment of replacement inspectors

Power to obtain information from former inspectors etc
446E.Obtaining information from former inspectors etc

Requisition and seizure of books and papers

447.Power to require documents and information
447A.Information provided: evidence
448. Entry and search of premises.
448A.Protection in relation to certain disclosures: information provided to Secretary of State
449. Provision for security of information obtained.
450. Punishment for destroying, mutilating, etc. company documents.
451. Punishment for furnishing false information.
451A. Disclosure of information by Secretary of State or inspector.
452. Privileged information.
453. Investigation of overseas companies.
453A.Power to enter and remain on premises
453B.Power to enter and remain on premises: procedural
453C.Failure to comply with certain requirements
453D.Offences by bodies corporate

Part XV Orders Imposing Restrictions on Shares (Section 445)

454. Consequence of order imposing restrictions.
455. Punishment for attempted evasion of restrictions.
456. Relaxation and removal of restrictions.
457. Further provisions on sale by court order of restricted shares.

Part XVI Fraudulent Trading by a Company
458. Punishment for fraudulent trading.

Part XVII Protection of Company’s Members against Unfair Prejudice

459. Order on application of company member.
460. Order on application of Secretary of State.
461. Provisions as to petitions and orders under this Part.

Part XVIII Floating Charges and Receivers (Scotland)

Chapter I Floating Charges

462. Power of incorporated company to create floating charge.
463. Effect of floating charge on winding up.
464. Ranking of floating charges.
465. Continued effect of certain charges validated by Act of 1972.
466. Alteration of floating charges.

Chapter II Receivers
467–485.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Chapter III General

486. Interpretation for Part XVIII generally.
487. Extent of Part XVIII.

Part XIX Receivers and Managers (England and Wales)
488–500.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part XX Winding Up of Companies Registered Under this Act or the Former Companies Acts

Chapters I–V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
501–650.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Chapter VI Matters Arising Subsequent to Winding Up

651. Power of court to declare dissolution of company void.
652. Registrar may strike defunct company off register.
652A. Registrar may strike private company off register on application.
652B. Duties in connection with making application under section 652A.
652C. Directors’ duties following application under section 652A.
652D. Sections 652B and 652C: supplementary provisions.
652E. Sections 652B and 652C: enforcement.
652F. Other offences connected with section 652A.
653. Objection to striking off by person aggrieved.
654. Property of dissolved company to be bona vacantia.
655. Effect on s. 654 of company’s revival after dissolution.
656. Crown disclaimer of property vesting as bona vacantia.
657. Effect of Crown disclaimer under s. 656.
658. Liability for rentcharge on company’s land after dissolution.

Chapter VII Miscellaneous Provisions About Winding Up

659–662.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
663.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
664.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part XXI
665–674.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part XXII Bodies Corporate Subject, or Becoming Subject, to this Act (Otherwise than by Original Formation Under Part I)

Chapter I Companies Formed or Registered under Former Companies Acts

675. Companies formed and registered under former Companies Acts.
676. Companies registered but not formed under former Companies Acts.
677. Companies re-registered with altered status under former Companies Acts.
678. Companies registered under Joint Stock Companies Acts.
679. Northern Ireland and Irish companies.

Chapter II Companies not Formed under Companies Legislation, but Authorised to Register

680. Companies capable of being registered under this Chapter.
681. Procedural requirements for registration.
682. Change of name on registration.
683. Definition of “joint stock company”.
684. Requirements for registration by joint stock companies.
685. Registration of joint stock company as public company.
686. Other requirements for registration.
687. Name of company registering.
688. Certificate of registration under this Chapter.
689. Effect of registration.
690. Power to substitute memorandum and articles for deed of settlement.

Part XXIII Oversea Companies

Chapter I Registration, Etc.

690A. Branch registration under the Eleventh Company Law Directive (89/666/EEC).
690B. Scope of sections 691 and 692.
691. Documents to be delivered to registrar.
692. Registration of altered particulars.
692A. Change in registration regime.
693. Obligation to state name and other particulars.
694. Regulation of oversea companies in respect of their names.
694A. Service of documents: companies to which section 690A applies.
695. Service of documents on oversea company.
695A. Registrar to whom documents to be delivered: companies to which section 690A applies.
696.Office where documents to be filed.
697. Penalties for non-compliance.
698. Definitions . . ..
699. Channel Islands and Isle of Man companies.

Chapter II Delivery of Accounts and Reports

699A. Credit and financial institutions to which the Bank Branches Directive (89/117/EEC) applies.
699AA. Companies to which the Eleventh Company Law Directive applies.
699B. Scope of sections 700 to 703.
700. Preparation of accounts and reports by oversea companies.
701. Oversea company’s financial year and accounting reference periods.
702. Delivery to registrar of accounts and reports of oversea company.
703. Penalty for non-compliance.

Chapter III Registration of Charges

703A. Introductory provisions.
703B. Charges requiring registration.
703C. The register.
703D. Company’s duty to deliver particulars of charges for registration.
703E. Registrar to whom particulars, &c. to be delivered.
703F. Effect of failure to deliver particulars, late delivery and effect of errors and omissions.
703G. Delivery of further particulars or memorandum.
703H. Further provisions with respect to voidness of charges.
703I. Additional information to be registered.
703J. Copies of instruments and register to be kept by company.
703K. Power to make further provision by regulations.
703L. Provisions as to situation of property.
703M. Other supplementary provisions.
703N. Index of defined expressions.

CHAPTER IV WINDING UP ETC.

703O. Scope of Chapter.
703P. Particulars to be delivered to the registrar: winding up.
703Q. Particulars to be delivered to the registrar: insolvency proceedings etc.
703R. Penalty for non-compliance

Part XXIV The Registrar of Companies, His Functions and Offices

704. Registration offices.
705. Companies’ registered numbers.
705A. Registration of branches of oversea companies.
706. Delivery to the registrar of documents in legible form.
707. Delivery to the registrar of documents otherwise than in legible form.
707A. The keeping of company records by the registrar.
707B. Delivery to the registrar using electronic communications
708. Fees payable to registrar.
709.Inspection, &c. of records kept by the registrar.
710.Certificate of incorporation.
710A. Provision and authentication by registrar of documents in non-legible form.
710B. Documents relating to Welsh companies.
711. Public notice by registrar of receipt and issue of certain documents.
711A. Exclusion of deemed notice.
712. Removal of documents to Public Record Office.
713. Enforcement of company’s duty to make returns.
714. Registrar’s index of company and corporate names.
715. Destruction of old records.
715A. Interpretation.

Part XXV Miscellaneous and Supplementary Provisions

716. Prohibition of partnerships with more than 20 members.
717. Limited partnerships: limit on number of members.
718. Unregistered companies.
719. Power of company to provide for employees on cessation or transfer of business.
720. Certain companies to publish periodical statement.
721. Production and inspection of books where offence suspected.
722. Form of company registers, etc.
723. Use of computers for company records.
723A. Obligations of company as to inspection of registers, &c.
723B. Confidentiality orders
723C. Effect of confidentiality orders
723D. Construction of sections 723B and 723C
723E. Sections 723B and 723C: offences
723F. Regulations under sections 723B to 723E
724.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
725. Service of documents.
726. Costs and expenses in actions by certain limited companies.
727. Power of court to grant relief in certain cases.
728. Enforcement of High Court orders.
729. Annual report by Secretary of State.
730. Punishment of offences.
730A.Meaning of “officer in default”
731. Summary proceedings.
732. Prosecution by public authorities.
733. Offences by bodies corporate.
734. Criminal proceedings against unincorporated bodies.

Part XXVI Interpretation

735.“Company”, etc.
735A. Relationship of this Act to Insolvency Act.
735B. Relationship of this Act to Parts IV and V of the Financial Services Act 1986.
736.“Subsidiary”, “holding company” and “wholly-owned subsidiary”.
736A. Provisions supplementing s. 736.
736B. Power to amend ss. 736 and 736A.
737.“Called-up share capital”.
738.“Allotment” and “paid up”.
739.“Non-cash asset”.
740.“Body corporate” and “corporation”.
741.“Director” and “shadow director”.
742. Expressions used in connection with accounts.
742A. Meaning of “offer to the public”
742B. Meaning of “banking company”
742C. Meaning of “insurance company” and “authorised insurance company”
743.“Employees’ share scheme”.
743A. Meaning of “office copy” in Scotland.
744. Expressions used generally in this Act.
744A. Index of defined expressions.

Part XXVII Final Provisions

745. Northern Ireland.
746. Commencement.
747. Citation.

SCHEDULES

SCHEDULE 1
Particulars of Directors etc. to be Contained in Statement Under Section 10

Directors

1.—Subject as provided below, the statement under section 10(2) shall...
2.(1) It is not necessary for the statement to contain...

Secretaries
3.(1) The statement shall contain the following particulars with respect...

Interpretation

4.In paragraphs 1(a) and 3(1)(a) above— (a) “ name ”...
5.Where a confidentiality order made under section 723B is in...

SCHEDULE 2
Interpretation of References to “Beneficial Interest”

Part I References in Sections 23, 145, 146 and 148

Residual interests under pension and employees’ share schemes

1.(1) Where shares in a company are held on trust...
2.(1) The following has effect as regards the operation of...

Employer’s charges and other rights of recovery
3.(1) Where shares in a company are held on trust,...

Trustee’s right to expenses, remuneration, indemnity, etc.
4.(1) Where a company is a trustee . . ....

Supplementary
5.(1) The following applies for the interpretation of this Part...

Part II References in Schedule 5

Resididual interests under pension and employees’ share schemes
6.(1) Where shares in an undertaking are held on trust...

Employer’s charges and other rights of recovery
7.(1) Where shares in an undertaking are held on trust,...

Trustee’s right to expenses, remuneration, indemnity, &c.
8.Where an undertaking is a trustee, there shall be disregarded...

Supplementary
9.(1) The following applies for the interpretation of this Part...

SCHEDULE 3
Mandatory Contents of Prospectus

Part I Matters to be Stated

The company’s proprietorship, management and its capital requirement

1.(1) The prospectus must state— (a) the number of founders...
2.Where shares are offered to the public for subscription, the...

Details relating to the offer

3.(1) The prospectus must state— (a) the time of the...
4.(1) There must be stated the number, description and amount...
5.The prospectus must state the number and amount of shares...

Property acquired or to be acquired by the company

6.(1) For purposes of the following two paragraphs, “ relevant...
7.As respects any relevant property, the prospectus must state—
8.There must be stated the amount (if any) paid or...
9.(1) The following applies for the interpretation of paragraphs 6,...

Commissions, preliminary expenses, etc.
10.(1) The prospectus must state— (a) the amount (if any)...

Contracts
11.(1) The prospectus must give the dates of, parties to...

Auditors
12.The prospectus must state the names and addresses of the...

Interests of directors
13.(1) The prospectus must give full particulars of—

Other matters

14.If the prospectus invites the public to subscribe for shares...
15.In the case of a company which has been carrying...

Part II Auditors’ and accountants’ reports to be set out in prospectus

Auditors’ report
16.(1) The prospectus shall set out a report by the...

Accountants’ reports

17.If the proceeds of the issue of the shares or...
18.(1) The following provisions apply if— (a) the proceeds of...

Provisions interpreting preceding paragraphs, and modifying them in certain cases

19.If in the case of a company which has been...
20.The expression “financial year” in this Part means the year...
21.Any report required by this Part shall either indicate by...
22.(1) A report required by paragraph 17 or 18 shall...

SCHEDULE 4

Part I General Rules and Formats

Section A General Rules

1.(1) Subject to the following provisions of this Schedule—
2.(1) Where in accordance with paragraph 1 a company’s balance...
3.(1) Any item required in accordance with paragraph 1 to...
4.(1) In respect of every item shown in a company’s...
5.Amounts in respect of items representing assets or income may...
5A.The directors of a company must, in determining how amounts...

Section B The Required Formats for Accounts

Preliminary

6.References in this Part of this Schedule to the items...
7.A number in brackets following any item in any of...
8.In the notes following the formats— (a) the heading of...

Balance Sheet Formats
Balance Sheet Formats
Profit and loss account formats
Profit and loss account formats
Profit and loss account formats
Profit and loss account formats

Part II Accounting Principles and Rules

Section A Accounting Principles

Preliminary
9.Subject to paragraph 15 below, the amounts to be included...

Accounting principles

10.The company shall be presumed to be carrying on business...
11.Accounting policies shall be applied consistently within the same accounts...
12.The amount of any item shall be determined on a...
13.All income and charges relating to the financial year to...
14.In determining the aggregate amount of any item the amount...

Departure from the accounting principles
15.If it appears to the directors of a company that...

Section B Historical Cost Accounting Rules

Preliminary
16.Subject to sections C and D of this Part of...

Fixed assets

17.Subject to any provision for depreciation or diminution in value...
18.In the case of any fixed asset which has a...
19.(1) Where a fixed asset investment of a description falling...

Rules for determining particular fixed asset items

20.(1) Notwithstanding that an item in respect of “development costs”...
21.(1) The application of paragraphs 17 to 19 in relation...

Current assets

22.Subject to paragraph 23, the amount to be included in...
23.(1) If the net realisable value of any current asset...

Miscellaneous and supplementary provisions

24.(1) Where the amount repayable on any debt owed by...
25.(1) Subject to the following sub-paragraph, assets which fall to...
26.(1) The purchase price of an asset shall be determined...
27.(1) Subject to the qualification mentioned below, the purchase price...
28.Where there is no record of the purchase price or...

Section C Alternative Accounting Rules

Preliminary

29.(1) The rules set out in section B are referred...
30.Subject to paragraphs 32 to 34, the amounts to be...

Alternative accounting rules
31.(1) Intangible fixed assets, other than goodwill, may be included...

Application of the depreciation rules
32.(1) Where the value of any asset of a company...

Additional information to be provided in case of departure from historical cost accounting rules
33.(1) This paragraph applies where the amounts to be included...

Revaluation reserve
34.(1) With respect to any determination of the value of...

SECTION D FAIR VALUE ACCOUNTING

Inclusion of financial instruments at fair value
34A.(1) Subject to sub-paragraphs (2) to (4), financial instruments (including...

Determination of fair value
34B.(1) The fair value of a financial instrument is determined...

Inclusion of hedged items at fair value
34C.A company may include any assets and liabilities that qualify...

Other assets that may be included at fair value
34D.(1) This paragraph applies to– (a) investment property, and

Accounting for changes in value
34E.(1) This paragraph applies where a financial instrument is valued...

The fair value reserve
34F.(1) The fair value reserve must be adjusted to the...

Part III Notes to the Accounts

35.Any information required in the case of any company by...
35A.Reserves and dividends
36.The accounting policies adopted by the company in determining the...
36A.It shall be stated whether the accounts have been prepared...
37.Paragraphs 38 to 51 require information which either supplements the...
38.(1) The following information shall be given with respect to...
39.If the company has allotted any shares during the financial...
40.(1) With respect to any contingent right to the allotment...
41.(1) If the company has issued any debentures during the...
42.(1) In respect of each item which is or would...
43.Where any fixed assets of the company (other than listed...
44.In relation to any amount which is or would but...
45.(1) In respect of the amount of each item which...
45A.Information about fair value of assets and liabilities
45B.Where the company has derivatives that it has not included...
45C.(1) Sub-paragraph (2) applies if– (a) the company has financial...
45D.Information where investment property and living animals and plants included at fair value
46.(1) Where any amount is transferred— (a) to or from...
47.The amount of any provision for deferred taxation shall be...
48.(1) In respect of each item shown under “creditors” in...
49.If any fixed cumulative dividends on the company’s shares are...
50.(1) Particulars shall be given of any charge on the...
51.(1) Particulars shall be given of any case where the...
52.Paragraphs 53 to 57 require information which either supplements the...
53.(1) Subject to the following provisions of this paragraph, each...
54.(1) The basis on which the charge for United Kingdom...
55.(1) If in the course of the financial year the...
56.(1) The following information shall be given with respect to...
57.(1) Where any amount relating to any preceding financial year...
58.(1) Where sums originally denominated in foreign currencies have been...
58A.Dormant companies acting as agents

Part IV Special Provisions Where Company is a Parent Company or Subsidiary Undertaking

Dealings with or interests in group undertakings
59.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Guarantees and other financial commitments in favour of group undertakings

59A.Commitments within any of sub-paragraphs (1) to (5) of paragraph...
60—70. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part V Special Provisions where the Company is an Investment Company

71.(1) Paragraph 34 does not apply to the amount of...
72.(1) Any distribution made by an investment company which reduces...
73.A company shall be treated as an investment company for...
74. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part VI
75. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part VII Interpretation of Schedule

76.The following paragraphs apply for the purposes of this Schedule...
76A.Financial instruments
76B.(1) The expressions listed in sub-paragraph (2) have the same...
77—81. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Historical cost accounting rules

82.References to the historical cost accounting rules shall be read...
82A.Investment property

Leases
83.(1) “Long lease” means a lease in the case of...

Listed investments
84.(1) “Listed investment” means an investment as respects which there...

Loans
85.A loan is treated as falling due for repayment, and...

Materiality

86.Amounts which in the particular context of any provision of...
87. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Provisions

88.(1) References to provisions for depreciation or diminution in value...
89.References to provisions for liabilities are to any amount retained...
90—92. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93. Scots land tenure

Staff costs

94.(1) “Social security costs” means any contributions by the company...
95. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Schedule 4A

General rules

1.(1) Group accounts shall comply so far as practicable with...
2.(1) The consolidated balance sheet and profit and loss account...
3.(1) Where assets and liabilities to be included in the...
4.Any differences of accounting rules as between a parent company’s...
5.Amounts which in the particular context of any provision of...

Elimination of group transactions
6.(1) Debts and claims between undertakings included in the consolidation,...

Acquisition and merger accounting

7.(1) The following provisions apply where an undertaking becomes a...
8.An acquisition shall be accounted for by the acquisition method...
9.(1) The acquisition method of accounting is as follows.
10.(1) The conditions for accounting for an acquisition as a...
11.(1) The merger method of accounting is as follows.
12.(1) Where a group is acquired, paragraphs 9 to 11...
13.(1) The following information with respect to acquisitions taking place...
14.(1) There shall also be stated in a note to...
15.Where during the financial year there has been a disposal...
16.The information required by paragraph 13, 14 or 15 above...

Minority interests
17.(1) The formats set out in Schedule 4 have effect...

Interests in subsidiary undertakings excluded from consolidation
18.The interest of the group in subsidiary undertakings excluded from...

Joint ventures
19.(1) Where an undertaking included in the consolidation manages another...

Associated undertakings

20.(1) An “associated undertaking” means an undertaking in which an...
21.(1) The formats set out in Schedule 4 have effect...
22.(1) The interest of an undertaking in an associated undertaking,...

SCHEDULE 5

Part I Companies not Required to Prepare Group Accounts

Subsidiary undertakings
1.(1) The following information shall be given where at the...

Holdings in subsidiary undertakings
2.(1) There shall be stated in relation to shares of...

Financial information about subsidiary undertakings
3.(1) There shall be disclosed with respect to each subsidiary...

Financial years of subsidiary undertakings
4.Where— (a) disclosure is made under paragraph 3(1) with respect...

Further information about subsidiary undertakings
5.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shares and debentures of company held by subsidiary undertakings
6.(1) The number, description and amount of the shares in...

Significant holdings in undertakings other than subsidiary undertakings

7.(1) The information required by paragraphs 8 and 9 shall...
8.(1) The name of the undertaking shall be stated.
9.(1) . . . there shall also be stated—
9A. Membership of certain undertakings

Arrangements attracting merger relief
10.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Parent undertaking drawing up accounts for larger group
11.(1) Where the company is a subsidiary undertaking, the following...

Identification of ultimate parent company
12.(1) Where the company is a subsidiary undertaking, the following...

Constructions of references to shares held by company
13.(1) References in this Part of this Schedule to shares...

Part II Companies Required to Prepare Group Accounts

Introductory
14.In this Part of this Schedule “the group” means the...

Subsidiary undertakings
15.(1) The following information shall be given with respect to...

Holdings in subsidiary undertakings
16.(1) The following information shall be given with respect to...

Financial information about subsidiary undertakings not included in the consolidation
17.(1) There shall be shown with respect to each subsidiary...

Further information about subsidiary undertakings excluded from consolidation
18.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Financial years of subsidiary undertakings
19.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shares and debentures of company held by subsidiary undertakings
20.(1) The number, description and amount of the shares in...

Joint ventures
21.(1) The following information shall be given where an undertaking...

Associated undertakings
22.(1) The following information shall be given where an undertaking...

Other significant holdings of parent company or group

23.(1) The information required by paragraphs 24 and 25 shall...
24.(1) The name of the undertaking shall be stated.
25.(1) . . . there shall also be stated—
26.(1) The information required by paragraphs 27 and 28 shall...
27.(1) The name of the undertaking shall be stated.
28.(1) . . .there shall also be stated—
28A. Parent company’s or group’s membership of certain undertakings

Arrangements attracting merger relief
29.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Parent undertaking drawing up accounts for larger group
30.(1) Where the parent company is itself a subsidiary undertaking,...

Identification of ultimate parent company
31.(1) Where the parent company is itself a subsidiary undertaking,...

Construction of references to shares held by parent company or group
32.(1) References in this Part of this Schedule to shares...

SCHEDULE 6

Part I Chairman’s and Directors’ Emoluments, Pensions and Compensation for Loss of Office

CHAPTER 1 PROVISIONS APPLYING TO QUOTED AND UNQUOTED COMPANIES

Aggregate amount of directors’ emoluments etc.
1.Aggregate amount of directors’ emoluments etc.

CHAPTER 2 PROVISIONS APPLYING ONLY TO UNQUOTED COMPANIES

Details of highest paid director’s emoluments etc.
2.(1) Where the aggregates shown under paragraph 1(1)(a), (b) and...

Pensions of directors and past directors
7.Excess retirement benefits of directors and past directors

Compensation to directors for loss of office
8.(1) There shall be shown the aggregate amount of any...

Sums paid to third parties in respect of directors’ services
9.(1) There shall be shown the aggregate amount of any...

Supplementary

10.(1) The following applies with respect to the amounts to...
11.(1) The amounts to be shown for any financial year...
12.Where it is necessary to do so for the purpose...

Interpretation
13.(1) The following applies for the interpretation of this Part...

Supplementary
14.This Part of this Schedule requires information to be given...

Details of chairman’s and directors’ emoluments

3.(1) The emoluments of the chairman shall be shown.
5.In paragraphs 3 and 4 “emoluments" has the same meaning...

Emoluments waived
6.(1) There shall be shown— (a) the number of directors...

Part II Loans, Quasi-loans and Other Dealings in Favour of Directors

15.The group accounts of a holding company, or if it...
16.The accounts prepared by a company other than a holding...
17.(1) For purposes of paragraphs 15(c) and 16(c), a transaction...
4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18.Paragraphs 15 and 16 do not apply in relation to...
19.Paragraphs 15 and 16 apply whether or not—
20.Neither paragraph 15(c) nor paragraph 16(c) applies in relation to...
21.Neither paragraph 15(c) nor paragraph 16(c) applies in relation to...

The particulars required by this Part

22.(1) Subject to the next paragraph, the particulars required by...
23.In paragraph 22(2) above, sub-paragraphs (c) to (f) do not...

Excluded transactions

24.(1) In relation to a company’s accounts for a financial...
25.In relation to a company’s accounts for a financial year,...
26.Section 258 of the Companies Act 2006 (power of Secretary...

Interpretation
27.(1) The following provisions of the Companies Act 2006 apply...

Part III Other Transactions, Arrangements and Agreements

28.This Part of this Schedule applies in relation to the...
29.(1) To comply with this Part of this Schedule, the...
30.The following provisions of the Companies Act 2006 apply for...
18—21. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 7

Part I Matters of a General Nature

Asset values

1.(1) If significant changes in the fixed assets of the...
2.(1) The information required by paragraphs 2A and 2B shall...
2A.(1) It shall be stated with respect to each director...
2B.(1) It shall be stated with respect to each director...

Political donations and expenditure

3.(1) If— (a) the company (not being the wholly-owned subsidiary...
4.(1) If the company (not being the wholly-owned subsidiary of...

Charitable donations

5.(1) If— (a) the company (not being the wholly-owned subsidiary...
5A.Financial instruments

Miscellaneous
6.(1) The directors’ report shall contain— (a) particulars of any...

Part II Disclosure Required by Company Acquiring its Own Shares, etc.

7.This Part of this Schedule applies where shares in a...
8.The directors’ report with respect to a financial year shall...

Part III Disclosure Concerning Employment, etc, of Disabled Persons
9.(1) This Part of this Schedule applies to the directors’...

Part IV
10.(1) In the case of companies of such classes as...

Part V Employee Involvement
11.(1) This Part of this Schedule applies to the directors’...

PART VI
12. Policy and practice on payment of creditors

Part 7 Disclosure required by certain publicly-traded companies
13.(1) This Part of this Schedule applies to the directors'...

SCHEDULE 7ZA

Review objective
1.An operating and financial review must be a balanced and...

Other general requirements
2.The review must include— (a) a statement of the business,...

Details of particular matters

3.(1) To the extent necessary to comply with the general...
4.(1) The review must include— (a) information about environmental matters...
5.The review must also include — (a) information about persons...
6.(1) The review must include analysis using financial and, where...

Reference to and explanation of company's accounts
7.To the extent necessary to comply with the general requirements...

Compliance with standards
8.The review must— (a) state whether it has been prepared...

Application of Schedule to group operating and financial review
9.In relation to a group operating and financial review this...

SCHEDULE 7A

PART 1 INTRODUCTORY
1.(1) In the directors’ remuneration report for a financial year...

PART 2 INFORMATION NOT SUBJECT TO AUDIT

2. Consideration by the directors of matters relating to directors’ remuneration
3. Statement of company’s policy on directors’ remuneration
4. Performance Graph
5. Service contracts

PART 3 INFORMATION SUBJECT TO AUDIT

6. Amount of each director’s emoluments and compensation in the relevant financial year
7. Share options
8.The information required by sub-paragraph (1) of paragraph 7 in...
9.(1) If, in the opinion of the directors of the...
10. Long term incentive schemes
11.(1) The information required by sub-paragraph (1) of paragraph 10...
12. Pensions
13. Excess retirement benefits of directors and past directors
14. Compensation for past directors
15. Sums paid to third parties in respect of a director’s services

PART 4 INTERPRETATION AND SUPPLEMENTARY

16.(1) In this Schedule— “amount”, in relation to a gain...
17.(1) For the purposes of this Schedule emoluments paid or...
18.(1) The following applies with respect to the amounts to...
19.(1) The amounts to be shown for any financial year...
20.Where it is necessary to do so for the purpose...
21.This Schedule requires information to be given only so far...

SCHEDULE 7B

Part 1 Specified persons

1.The Secretary of State.
2.The Department of Enterprise, Trade and Investment for Northern Ireland....
3.The Treasury.
4.The Bank of England.
5.The Financial Services Authority.
6.The Commissioners of Inland Revenue.

Part 2 Specified descriptions of disclosures

7.A disclosure for the purpose of assisting a body designated...
8.A disclosure with a view to the institution of, or...
9.A disclosure for the purpose of enabling or assisting the...
10.A disclosure for the purpose of enabling or assisting the...
11.A disclosure for the purpose of enabling or assisting the...
12.A disclosure for the purpose of enabling or assisting the...
13.A disclosure for the purpose of enabling or assisting the...
14.A disclosure in pursuance of any Community obligation.

Part 3 Overseas regulatory bodies

15.A disclosure is made in accordance with this Part of...
16.A body is within this paragraph if it exercises functions...
17.In determining whether to disclose information to a body in...

SCHEDULE 8

PART I EXEMPTIONS WITH RESPECT TO PREPARATION OF ANNUAL ACCOUNTS OF SMALL COMPANIES

PART III EXEMPTIONS WITH RESPECT TO DELIVERY OF ACCOUNTS

Section C Supplementary Provisions

Other companies exempt from audit
25A.Paragraph 24 above does not apply where the company is...

PART I GENERAL RULES AND FORMATS

Section A General Rules

1.(1) Subject to the following provisions of this Schedule—
2.(1) Where in accordance with paragraph 1 a small company’s...
3.(1) Any item required in accordance with paragraph 1 to...
4.(1) In respect of every item shown in a small...
5.Amounts in respect of items representing assets or income may...
5A.The directors of a company must, in determining how amounts...

Section B The Required Formats for Accounts

Preliminary

6.References in this Part of this Schedule to the items...
7.A number in brackets following any item in any of...
8.In the notes following the formats— (a) the heading of...

Balance Sheet Formats

A.Called up share capital not paid(1)
C.Current assets (I) Stocks (1) Stocks (2) Payments on account...
D.Prepayments and accrued income(6)
E.Creditors: amounts falling due within one year
F.Net current assets (liabilities)(8)
G.Total assets less current liabilities
H.Creditors: amounts falling due after more than one year
I.Provisions for liabilities
J.Accruals and deferred income(7)
K.Capital and reserves (I) Called up share capital(9)

Balance Sheet Formats

A. ASSETS
C.Current assets (I) Stocks (1) Stocks (2) Payments on account...
D.Prepayments and accrued income(6)
A. LIABILITIES
B.Provisions for liabilities
C.Creditors(10) (1) Bank loans and overdrafts (2) Trade creditors
D.Accruals and deferred income(7)

Notes on the balance sheet formats
(1)Called up share capital not paid (Formats 1 and 2,...

Profit and loss account formats
1. Turnover 2. Cost of sales(11) 3. Gross profit or...

Profit and loss account formats
1. Turnover 2. Change in stocks of finished goods and...

Profit and loss account formats

A. Charges
B. Income

Profit and loss account formats

A. Charges
B. Income

Notes on the profit and loss account formats
(11)Cost of sales: distribution costs: administrative expenses (Format 1, items...

PART II ACCOUNTING PRINCIPLES AND RULES

Section A Accounting Principles

Preliminary
9.Subject to paragraph 15 below, the amounts to be included...

Accounting principles

10.The company shall be presumed to be carrying on business...
11.Accounting policies shall be applied consistently within the same accounts...
12.The amount of any item shall be determined on a...
13.All income and charges relating to the financial year to...
14.In determining the aggregate amount of any item the amount...

Departure from the accounting principles
15.If it appears to the directors of a small company...

Section B Historical Cost Accounting Rules

Preliminary
16.Subject to sections C and D of this Part of...

Fixed assets

17.Subject to any provision for depreciation or diminution in value...
18.In the case of any fixed asset which has a...
19.(1) Where a fixed asset investment of a description falling...

Rules for determining particular fixed asset items

20.(1) Notwithstanding that an item in respect of “development costs”...
21.(1) The application of paragraphs 17 to 19 in relation...

Current assets

22.Subject to paragraph 23, the amount to be included in...
23.(1) If the net realisable value of any current asset...

Miscellaneous and supplementary provisions

Excess of money owed over value received as an asset...
24.(1) Where the amount repayable on any debt owed by...

Assets included at a fixed amount
25.(1) Subject to the following sub-paragraph, assets which fall to...

Determination of purchase price or production cost

26.(1) The purchase price of an asset shall be determined...
27.(1) Subject to the qualification mentioned below, the purchase price...

Substitution of original stated amount where price or cost unknown
28.Where there is no record of the purchase price or...

Section C Alternative Accounting Rules

Preliminary

29.(1) The rules set out in section B are referred...
30.Subject to paragraphs 32 to 34, the amounts to be...

Alternative accounting rules
31.(1) Intangible fixed assets, other than goodwill, may be included...

Application of the depreciation rules
32.(1) Where the value of any asset of a small...

Additional information to be provided in case of departure from historical cost accounting rules
33.(1) This paragraph applies where the amounts to be included...

Revaluation reserve
34.(1) With respect to any determination of the value of...

SECTION D FAIR VALUE ACCOUNTING

Inclusion of financial instruments at fair value
34A.(1) Subject to sub-paragraphs (2) to (4), financial instruments (including...

Determination of fair value
34B.(1) The fair value of a financial instrument is determined...

Inclusion of hedged items at fair value
34C.A company may include any assets and liabilities that qualify...

Other assets that may be included at fair value
34D.(1) This paragraph applies to– (a) investment property, and

Accounting for changes in value
34E.(1) This paragraph applies where a financial instrument is valued...

The fair value reserve
34F.(1) The fair value reserve must be adjusted to the...

PART III NOTES TO THE ACCOUNTS

Preliminary

35.Any information required in the case of any small company...
35A.Reserves and dividends

Disclosure of accounting policies
36.The accounting policies adopted by the company in determining the...

Information supplementing the balance sheet
37.Paragraphs 38 to 47 require information which either supplements the...

Share capital and debentures

38.(1) The following information shall be given with respect to...
39.If the company has allotted any shares during the financial...

Fixed assets

40.(1) In respect of each item which is or would...
41.Where any fixed assets of the company (other than listed...

Investments

42.(1) In respect of the amount of each item which...
42A.Information about fair value of assets and liabilities
42B.(1) Sub-paragraph (2) applies if– (a) the company has financial...
42C.Information where investment property and living animals and plants included at fair value

Reserves and provisions
43.(1) Where any amount is transferred— (a) to or from...

Details of indebtedness

44.(1) For the aggregate of all items shown under “creditors”...
45.If any fixed cumulative dividends on the company’s shares are...

Guarantees and other financial commitments
46.(1) Particulars shall be given of any charge on the...

Miscellaneous matters
47.Particulars shall be given of any case where the purchase...

Information supplementing the profit and loss account
48.Paragraphs 49 and 50 require information which either supplements the...

Particulars of turnover
49.(1) If the company has supplied geographical markets outside the...

Miscellaneous matters
50.(1) Where any amount relating to any preceding financial year...

General
51.(1) Where sums originally denominated in foreign currencies have been...

Dormant companies acting as agents
51A.Where the directors of a company take advantage of the...

PART IV INTERPRETATION OF SCHEDULE

52.The following paragraphs apply for the purposes of this Schedule...
52A.Financial instruments
52B.(1) The expressions listed in sub-paragraph (2) have the same...

Historical cost accounting rules

53.References to the historical cost accounting rules shall be read...
53A.Investment property

Listed investments
54.(1) “Listed investment” means an investment as respects which there...

Loans
55.A loan is treated as falling due for repayment, and...

Materiality
56.Amounts which in the particular context of any provision of...

Provisions

57.(1) References to provisions for depreciation or diminution in value...
58.References to provisions for liabilities are to any amount retained...

Staff costs
59.(1) “Social security costs” means any contributions by the company...

SCHEDULE 8A

PART I BALANCE SHEET FORMATS

1.A small company may deliver to the registrar a copy...
2.The formats referred to in paragraph 1 are as follows—...

Balance Sheet Formats

A.Called up share capital not paid
C.Current assets (I) Stocks (II) Debtors(1) (III) Investments
D.Prepayments and accrued income
E.Creditors: amounts falling due within one year
F.Net current assets (liabilities)
G.Total assets less current liabilities
H.Creditors: amounts falling due after more than one year
I.Provisions for liabilities
J.Accruals and deferred income
K.Capital and reserves (I) Called up share capital

Balance Sheet Formats

A. ASSETS
C.Current assets (I) Stocks (II) Debtors(1) (III) Investments
D.Prepayments and accrued income
A. LIABILITIES
B.Provisions for liabilities
C.Creditors(2)
D.Accruals and deferred income

Notes on the balance sheet formats
(1)Debtors (Formats 1 and 2, item C.II.) The aggregate amount...

PART II NOTES TO THE ACCOUNTS

Preliminary
3.Any information required in the case of any small company...

Disclosure of accounting policies
4.The accounting policies adopted by the company in determining the...

Information supplementing the balance sheet

5.(1) The following information shall be given with respect to...
6.If the company has allotted any shares during the financial...

Fixed assets

7.(1) In respect of each item to which a letter...
7A.Financial fixed assets

Details of indebtedness

8.(1) For the aggregate of all items shown under “creditors”...
9.General
9A.Dormant companies acting as agents

SCHEDULE 9

1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part I Form and Content of Accounts

Supplementary provisions

18A.(1) Accounting policies shall be applied consistently within the same...
18B.It shall be stated whether the accounts have been prepared...
18C.(1) In respect of every item shown in the balance...

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exceptions for certain companies
28A.Where a company is entitled to, and has availed itself...

PART I INDIVIDUAL ACCOUNTS

CHAPTER 1 GENERAL RULES AND FORMATS

SECTION A
GENERAL RULES

4.(1) In respect of every item shown in the balance...
5.(1) Subject to the following provisions of this paragraph and...
6.(1) Assets shall be shown under the relevant balance sheet...
8.Every profit and loss account of a company shall show...
8A.The directors of a company must, in determining how amounts...

SECTION B
THE REQUIRED FORMATS FOR ACCOUNTS

Preliminary

9.(1) References in this Part of this Schedule to the...
10.A number in brackets following any item in any of...

Balance Sheet Format

ASSETS 1. Cash and balances at central [or post office]...
Total assets
LIABILITIES 1.Deposits by banks(11),(20) Repayable on demand With agreed maturity...
Total liabilities
MEMORANDUM ITEMS 1. Contingent liabilities(16) (1) Acceptances and endorsements (2)...
Notes on the balance sheet format and memorandum items

Special rules

11.Subordinated assets
12.Syndicated loans
13.Sale and repurchase transactions
14.Sale and option to resell transactions
15.Managed funds

Profit and Loss Account Formats

FORMAT 1
Vertical layout

FORMAT 2
Horizontal layout

A. Charges
1. Interest payable(2 ) 2.. Fees and commissions payable(4) 3....

Notes on the profit and loss account formats
Interest receivable (Format 1, item 1; Format 2, item B1)...

CHAPTER II ACCOUNTING PRINCIPLES AND RULES

SECTION A
ACCOUNTING PRINCIPLES

16.Subject to paragraph 22 below, the amounts to be included...

Accounting principles

17.The company shall be presumed to be carrying on business...
18.Accounting policies shall be applied consistently within the same accounts...
19.The amount of any item shall be determined on a...
20.All income and charges relating to the financial year to...
21.In determining the aggregate amount of any item the amount...

Departure from the accounting principles
22.If it appears to the directors of a company that...

SECTION B
VALUATION RULES
HISTORICAL COST ACCOUNTING RULES

Preliminary
23.Subject to paragraphs 39 to 44F of this Part of...

Fixed assets

24.General rules
25.In the case of any fixed asset which has a...
26.(1) Where a fixed asset investment of a description falling...
27.Development costs
28.Goodwill
29.Intangible and tangible fixed assets
30.Other fixed assets
31.Financial fixed assets

Current assets

32.The amount to be included in respect of loans and...
33.(1) If the net realisable value of any asset referred...
34.(1) Subject to paragraph 33 above, the amount to be...

Miscellaneous and supplementary provisions

35.Excess of money owed over value received as an asset item
36.Determination of cost
37.(1) Subject to the qualification mentioned below, the cost of...
38.Substitution of original amount where price or cost unknown

ALTERNATIVE ACCOUNTING RULES

Preliminary

39.(1) The rules set out in paragraphs 24 to 38...
40.Subject to paragraphs 42 to 44, the amounts to be...

Alternative accounting rules
41.(1) Intangible fixed assets, other than goodwill, may be included...

Application of the depreciation rules
42.(1) Where the value of any asset of a company...

Additional information to be provided in case of departure from historical cost accounting rules
43.(1) This paragraph applies where the amounts to be included...

Revaluation reserve
44.(1) With respect to any determination of the value of...

FAIR VALUE ACCOUNTING

Inclusion of financial instruments at fair value
44A.(1) Subject to sub-paragraphs (2) to (4), financial instruments (including...

Determination of fair value
44B.(1) The fair value of a financial instrument is determined...

Inclusion of hedged items at fair value
44C.A company may include any assets and liabilities that qualify...

Other assets that may be included at fair value
44D.(1) This paragraph applies to– (a) investment property, and

Accounting for changes in value
44E.(1) This paragraph applies where a financial instrument is valued...

The fair value reserve
44F.(1) The fair value reserve must be adjusted to the...

ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

45.(1) Subject to the following sub-paragraphs, amounts to be included...
46.(1) Subject to sub-paragraph (2), any difference between the amount...

CHAPTER III NOTES TO THE ACCOUNTS

Preliminary
47.(1) Any information required in the case of a company...

General

48.Disclosure of accounting policies
49.It shall be stated whether the accounts have been prepared...
50.Sums denominated in foreign currencies
50A.Reserves and dividends

Information supplementing the balance sheet

51.Share capital and debentures
52.If the company has allotted any shares during the financial...
53.(1) With respect to any contingent right to the allotment...
54.(1) If the company has issued any debentures during the...
55.Fixed assets
56.Where any fixed assets of the company (other than listed...
57.In relation to any amount which is included under Assets...
58.There shall be disclosed separately the amount of:
58A.Information about fair value of assets and liabilities
58B.Where the company has derivatives that it has not included...
58C.(1) Sub-paragraph (2) applies if– (a) the company has financial...
58D.Information where investment property and living animals and plants included at fair value
59.Reserves and provisions
60.Provision for taxation
61.Maturity analysis
62.Debt and other fixed income securities
63.Subordinated liabilities
64.Fixed cumulative dividends
65.Details of assets charged
66.Guarantees and other financial commitments
67.Memorandum items: Group undertakings
68.Transferable securities
69.Leasing transactions
70.Assets and liabilities denominated in a currency other than sterling (or the currency in which the accounts are drawn up)
71.Sundry assets and liabilities
72.Unmatured forward transactions
73.Miscellaneous matters

Information supplementing the profit and loss account

74.Separate statement of certain items of income and expenditure
75.Particulars of tax
76.Particulars of income
77.Particulars of staff
78.Management and agency services
79.Subordinated liabilities
80.Sundry income and charges
81.Miscellaneous matters

CHAPTER IV INTERPRETATION OF PART I

82.General
82A.Financial instruments
82B.(1) The expressions listed in sub-paragraph (2) have the same...
83.Loans
84.Materiality
85.Provisions
86.Scots land tenure
87.Staff costs

PART II CONSOLIDATED ACCOUNTS

1.Undertakings to be included in consolidation
5.Foreign currency translation
6.Any income and expenditure of undertakings included in the consolidation...
7.Information as to undertaking in which shares held as a result of financial assistance operation

Part IV Additional Disclosure: Emoluments and Other Benefits of Directors and Others

Loans, quasi-loans and other dealings
2.Where a banking company, or a company which is the...

Other transactions, arrangements and agreements
3.Where a banking company, or a company which is the...

SCHEDULE 9A

PART I Individual Accounts

Chapter I General Rules and Formats

Section A
General Rules

2.(1) Any item required in accordance with paragraph 1 above...
3.(1) In respect of every item shown in the balance...
4.Subject to the provisions of this Schedule, amounts in respect...
5.Every profit and loss account of a company shall show...
6.(1) The provisions of this Schedule which relate to long...
6A.The directors of a company must, in determining how amounts...

Section B
The Required Formats for Accounts

Preliminary

7.(1) References in this Part of this Schedule to the...
8.A number in brackets following any item in either of...
9.(1).(1) In the profit and loss account format set out...In the profit and loss account format set out below—...

Balance Sheet Format

ASSETS
LIABILITIES

Notes on the balance sheet format
Called up share capital not paid (Assets items A and...

Special rules for balance sheet format

10.Additional items
11.Managed funds
12.Deferred acquisition costs

Profit and loss account format

I.Technical account General business (1) Earned premiums, net of reinsurance—...
II.Technical account Long term business (1) Earned premiums, net of...
III.Non-technical account (1) Balance on the general business technical account...

Notes on the profit and loss account format
Gross premiums written (General business technical account: item I.1.(a) Long...

Chapter II Accounting Principles and Rules

Section A
Accounting Principles

Preliminary
13.Subject to paragraph 19 below, the amounts to be included...

Accounting principles

14.The company shall be presumed to be carrying on business...
15.Accounting policies shall be applied consistently within the same accounts...
16.The amount of any item shall be determined on a...
17.All income and charges relating to the financial year to...
18.In determining the aggregate amount of any item the amount...

Departure from accounting principles

19.If it appears to the directors of a company that...
19A.Valuation

Section B
Current Value Accounting Rules

Preliminary

20.Subject to paragraphs 27 to 29 below—
21.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Valuation of assets: general

22.(1) Subject to paragraph 24 below, investments falling to be...
23.(1) Intangible assets other than goodwill may be shown at...

Alternative valuation of fixed-income securities
24.(1) This paragraph applies to debt securities and other fixed-income...

Meaning of “current value”

25.(1) Subject to sub-paragraph (5) below, in the case of...
26.(1) In the case of land and buildings, current value...

Application of the depreciation rules
27.(1) Where— (a) the value of any asset of a...

Additional information to be provided
28.(1) This paragraph applies where the amounts to be included...

Revaluation reserve
29.(1) Subject to sub-paragraph (7) below, with respect to any...

SECTION BA

VALUATION AT FAIR VALUE

29A.Inclusion of financial instruments at fair value
29B.Determination of fair value
29C.Inclusion of hedged items at fair value
29D.Other assets that may be included at fair value
29E.Accounting for changes in value
29F.The fair value reserve

Section C
Historical Cost Accounting Rules

Preliminary
30.Subject to paragraphs 20 to 29 above, the amounts to...

Valuation of assets

31.General rules
32.In the case of any asset included under Assets item...
33.(1) This paragraph applies to any asset included under Assets...
34.(1) This paragraph applies to assets included under Assets items...
35.Development costs
36.Goodwill

Miscellaneous and supplemental

37.Excess of money owed over value received as an asset item
38.Assets included at a fixed amount
39.Determination of cost
40.(1) Subject to the qualification mentioned below, the cost of...
41.Substitution of original amount where price or cost unknown

Section D
Rules for Determining Provisions

42.Preliminary
43.Technical provisions
44.Provision for unearned premiums
45.Provision for unexpired risks
46.Long term business provision

Provisions for claims outstanding

47. General business
48.(1) Explicit discounting or deductions to take account of investment...
49.Long term business
50. Equalisation reserves
51.Accounting on a non-annual basis
52.(1) The excess of the premiums written over the claims...
53.(1) The figures shown in the technical account or in...

Chapter iii Notes to the Accounts

Preliminary
54.(1) Any information required in the case of any company...

General

55.Disclosure of accounting policies
56.It shall be stated whether the accounts have been prepared...
57.Sums denominated in foreign currencies
57A.Reserves and dividends

Information supplementing the balance sheet

58.Share capital and debentures
59.If the company has allotted any shares during the financial...
60.(1) With respect to any contingent right to the allotment...
61.(1) If the company has issued any debentures during the...
62.Assets
63.Where any assets of the company (other than listed investments)...
64.In relation to any amount which is included under Assets...
65.Investments
65A.Information about fair value of assets and liabilities
65B.Where the company has derivatives that it has not included...
65C.(1) Sub-paragraph (2) applies if– (a) the company has financial...
65D.Information where investment property and living animals and plants included at fair value
66.Reserves and provisions
67.Provision for taxation
68.Details of indebtedness
69.If any fixed cumulative dividends on the company’s shares are...
70.Guarantees and other financial commitments
71.Dealings with or interests in group undertakings
72.Miscellaneous matters

Information supplementing the profit and loss account

73.Separate statement of certain items of income and expenditure
74.Particulars of tax
75.Particulars of business
76.(1) As regards long term business, the company shall disclose—...
77.(1) Subject to sub-paragraph (2) below, there shall be disclosed...
78.Commissions
79.Particulars of staff
80.Miscellaneous matters

Chapter IV Interpretation of Part I

81.General
81A.Financial instruments
81B.(1) The expressions listed in sub-paragraph (2) have the same...
82.Loans
83.Materiality
84.Provisions
85.Scots land tenure
86.Staff costs

Part II Consolidated Accounts

Schedule 4A to apply Part I of this Schedule with modifications
1.(1) In its application to insurance groups, Schedule 4A shall...

Modifications of Part I of this Schedule for purposes of paragraph 1
2.(1) For the purposes of paragraph 1 above, Part I...

SCHEDULE 10

Recent issues
1.(1) This paragraph applies where a company prepares individual accounts...

Turnover and profitability
2.(1) This paragraph applies where a company prepares group accounts...

Labour force and wages paid
3.(1) This paragraph applies where a company prepares individual or...

SCHEDULE 10A

Introduction
1.The provisions of this Schedule explain expressions used in section...

Voting rights in an undertaking
2.(1) In section 258(2)(a) and (d) and (3A)(a)the references to...

Right to appoint or remove a majority of the directors
3.(1) In section 258(2)(b) the reference to the right to...

Right to exercise dominant influence
4.(1) For the purposes of section 258(2)(c) an undertaking shall...

Rights exercisable only in certain circumstances or temporarily incapable of exercise
5.(1) Rights which are exercisable only in certain circumstances shall...

Rights held by one person on behalf of another

6.Rights held by a person in a fiduciary capacity shall...
7.(1) Rights held by a person as nominee for another...

Rights attached to shares held by way of security
8.Rights attached to shares held by way of security shall...

Rights attributed to parent undertaking
9.(1) Rights shall be treated as held by a parent...

Disregard of certain rights
10.The voting rights in an undertaking shall be reduced by...

Supplementary
11.References in any provision of paragraphs 6 to 10 to...

SCHEDULE 11

1.Paragraphs 2 to 6 below apply where a company has...

Modifications where accounts prepared in accordance with special provisions for banking companies

2.Section 264(2) shall apply as if the reference to paragraph...
3.Section 269 shall apply as if: (a) there were substituted...
4.Sections 270(2) and 275 shall apply as if the references...
5.Sections 272 and 273 shall apply as if in section...
6.Section 276 shall apply as if the references to paragraphs...

Modifications where accounts prepared in accordance with special provisions for insurance companies

7.Section 264(2) shall apply as if for the words in...
8.Section 269 shall apply as if the reference to paragraph...
9.In the case of Companies Act accounts, sections 270(2) and...
10.Sections 272 and 273 shall apply as if the references...
11.Section 276 shall apply as if the references to paragraphs...
12.Sections 272 and 273 apply as if in section 272(3)—...
13.Section 275 applies as if— (a) for subsection (1) there...

SCHEDULE 12
. . .

SCHEDULE 13
Provisions Supplementing and Interpreting Sections 324 to 328

Part I

1.(1) A reference to an interest in shares or debentures...
2.Where property is held on trust and any interest in...
3.(1) A person is taken to have an interest in...
4.A person is taken to be interested in shares or...
5.Where a person is entitled to exercise or control the...
6.(1) A person is taken to have an interest in...
7.Persons having a joint interest are deemed each of them...
8.It is immaterial that shares or debentures in which a...
9.So long as a person is entitled to receive, during...
10.A person is to be treated as uninterested in shares...
11.(1) There is to be disregarded an interest of a...
12.There is to be disregarded any interest—
13.Delivery to a person’s order of shares or debentures in...

Part II

14.(1) An obligation imposed on a person by section 324(1)...
15.(1) An obligation imposed on a person by section 324(2)...
16.In reckoning, for purposes of paragraphs 14 and 15, any...

Part III

17.(1) Where an event of whose occurrence a director is,...
18.(1) An obligation imposed on a director by virtue of...
19.(1) Where an event of whose occurrence a director is,...
20.In this Part, a reference to price paid or received...

Part IV

21.The register must be so made up that the entries...
22.An obligation imposed by section 325(2) to (4) must be...
23.The nature and extent of an interest recorded in the...
24.The company is not, by virtue of anything done for...
25.The register shall— (a) if the company’s register of members...
26.(1) Any member of the company or other person may...
27.The company shall send notice in the prescribed form to...
28.Unless the register is in such a form as to...
29.The register shall be produced at the commencement of the...

SCHEDULE 14

Part I Countries and Territories in Which Overseas Branch Register May be Kept

Part II General Provisions With Respect to Overseas Branch Registers

1.(1) A company keeping an overseas branch register shall give...
2.(1) An overseas branch register is deemed to be part...
3.(1) A competent court in a country or territory where...
4.(1) The company shall— (a) transmit to its registered office...
5.Subject to the above provisions with respect to the duplicate...
6.A company may discontinue to keep an overseas branch register,...
7.Subject to the provisions of this Act, any company may,...
8.An instrument of transfer of a share registered in an...

Part III Provisions for Branch Registers of Oversea Companies to be Kept in Great Britain
9.(1) If by virtue of the law in force in...

SCHEDULE 15
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Schedule 15A

Part I Exceptions
1.Section 381A does not apply to— (a) a resolution under...

Part II Adaptation of Procedural Requirements

Introductory
2.(1) In this Part of this Schedule (which adapts certain...

Section 95 (disapplication of pre-emption rights)
3.(1) The following adaptations have effect in relation to a...

Section 155 (financial assistance for purchase of company’s own shares or those of holding company)
4.In relation to a written resolution giving approval under section...

Sections 164, 165 and 167 (authority for off-market purchase or contingent purchase contract of company’s own shares)
5.(1) The following adaptations have effect in relation to a...

Section 173 (approval for payment out of capital)
6.(1) The following adaptations have effect in relation to a...

Section 319 (approval of director’s service contract)
7.In relation to a written resolution approving any such term...

Section 337 (funding of director’s expenditure in performing his duties)
8.In relation to a written resolution giving approval under section...

SCHEDULE 15B

1.Meeting of transferee company
2.Draft terms of merger
3.Documents and information to be made available
4.Directors’ report
5.Expert’s report
6.Inspection of documents
7.Transferor company holding its own shares
8.Securities other than shares to which special rights are attached
9.Date and consequences of the compromise or arrangement
10.Exceptions
11.(1) The following sub-paragraphs apply where the scheme is a...

Transferee company or companies holding shares in the transferor company

12.(1) Where the scheme is a Case 1 Scheme and...
13.(1) Where the scheme is a Case 3 Scheme and—...
14.(1) Where the scheme is a Case 1 Scheme and...
15.Liability of transferee companies for the default of another

SCHEDULE 15C
Specified persons

1.The Secretary of State.
2.The Department of Enterprise, Trade and Investment for Northern Ireland....
3.The Treasury.
4.The Lord Advocate.
5.The Director of Public Prosecutions.
6.The Director of Public Prosecutions for Northern Ireland.
7.The Financial Services Authority.
8.A constable.
9.A procurator fiscal.
10.The Scottish Ministers.

SCHEDULE 15D
Disclosures

1.A disclosure for the purpose of enabling or assisting a...
2.A disclosure for the purpose of enabling or assisting an...
3.A disclosure for the purpose of enabling or assisting a...
4.A disclosure for the purpose of enabling or assisting a...
5.A disclosure for the purpose of enabling or assisting a...
6.A disclosure for the purpose of enabling or assisting a...
7.A disclosure for the purpose of enabling or assisting a...
8.A disclosure for the purpose of enabling or assisting a...
9.A disclosure for the purpose of enabling or assisting the...
10.A disclosure for the purpose of enabling or assisting the...
11.A disclosure for the purpose of enabling or assisting the...
12.A disclosure for the purpose of enabling or assisting a...
13.A disclosure for the purpose of enabling or assisting the...
13A.A disclosure for the purpose of enabling or assisting the...
14.A disclosure for the purpose of enabling or assisting the...
15.A disclosure for the purpose of enabling or assisting the...
16.A disclosure for the purpose of enabling or assisting organs...
17.A disclosure for the purpose of enabling or assisting the...
18.A disclosure for the purpose of enabling or assisting the...
19.A disclosure with a view to the institution of, or...
20.A disclosure for the purpose of enabling or assisting an...
21.A disclosure for the purpose of enabling or assisting the...
22.A disclosure for the purpose of enabling or assisting the...
23.A disclosure for the purpose of enabling or assisting the...
24.A disclosure by the National Lottery Commission to the National...
25.A disclosure for the purpose of enabling or assisting a...
26.A disclosure for the purpose of enabling or assisting an...
27.A disclosure for the purpose of enabling or assisting a...
28.A disclosure for the purpose of enabling or assisting the...
29.A disclosure for the purpose of enabling or assisting the...
30.A disclosure for the purpose of enabling or assisting a...
31.(1) A disclosure for the purpose of enabling or assisting...
32.A disclosure for the purpose of enabling or assisting a...
33.A disclosure with a view to the institution of, or...
34.A disclosure for the purpose of enabling or assisting a...
35.A disclosure for the purpose of enabling or assisting a...
36.A disclosure for the purpose of enabling or assisting an...
37.A disclosure for the purpose of enabling or assisting the...
38.A disclosure for the purpose of enabling or assisting a...
39.(1) A disclosure for the purpose of enabling or assisting...
40.A disclosure for the purpose of enabling or assisting the...
41.A disclosure with a view to the institution of, or...
42.A disclosure with a view to the institution of, or...
43.A disclosure with a view to the institution of, or...
44.A disclosure for the purposes of proceedings before the Financial...
44A.A disclosure for the purposes of proceedings before the Pensions...
45.A disclosure for the purpose of enabling or assisting a...
46.(1) A disclosure with a view to the institution of,...
47.(1) A disclosure with a view to the institution of,...
48.A disclosure for the purpose of the provision of a...
49.A disclosure in pursuance of any Community obligation.
50.A disclosure for the purpose of enabling or assisting the...

SCHEDULE 16
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULES 17–19
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 20

Part I . . .

Part II Crown Disclaimer under section 656

5.The court shall not under section 657 make a vesting...
6.The person must by the order be made subject—
7.A creditor or sub-lessee declining to accept a vesting order...
8.If there is no person claiming under the company who...
9.For the purposes of paragraph 5 above, a heritable security...

SCHEDULE 21

Interpretation
1.In this Schedule— “registration” means registration in pursuance of section...

Vesting of property
2.All property belonging to or vested in the company at...

Existing liabilities
3.Registration does not affect the company’s rights or liabilities in...

Pending actions at law
4.(1) All actions and other legal proceedings which at the...

The company’s constitution

5.(1) All provisions contained in any Act of Parliament or...
6.(1) All the provisions of this Act apply to the...

Capital structure
7.Provisions of this Act with respect to—

Supplementary

8.Nothing in paragraphs 5 to 7 authorises a company to...
9.None of the provisions of this Act, and none of...

SCHEDULE 21A

1. Duty to register
2. Particulars required
3.The particulars referred to in paragraph 1(1)(b) are—
4.The particulars referred to in paragraph 1(1)(c) are—
4A.Where a confidentiality order made under section 723B is in...
5. Documents required
6.(1) The second documents referred to in paragraph 1(2) are—...
7. Alterations
8.(1) Sub-paragraph (2) below applies where— (a) a company’s return...
9.(1) If an individual in respect of whom a confidentiality...

SCHEDULE 21B

1.(1) This paragraph applies where a company which becomes a...
2.(1) This paragraph applies where a company which becomes a...

SCHEDULE 21C

Part I Institutions required to prepare accounts under parent law

1. Scope of Part and Interpretation
2. Duty to deliver copies in Great Britain
3.(1) An institution to which this Part of this Schedule...
4.Where an institution’s parent law permits it to discharge an...
5.(1) Neither paragraph 2 nor paragraph 3 shall require an...
6. Registrar to whom documents to be delivered
7. Penalty for non-compliance
8. Interpretation

PART II INSTITUTIONS NOT REQUIRED TO PREPARE ACCOUNTS UNDER PARENT LAW

9. Scope of Part and Interpretation
10. Preparation of accounts and reports
11.Sections 390 to 392 of the Companies Act 2006 apply...
12. Duty to deliver accounts and reports
13. Time for delivery
14. Registrar to whom documents to be delivered
15. Penalty for non-compliance

SCHEDULE 21D

PART I COMPANIES REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW

1. Scope of Part
2. Duty to deliver copies in Great Britain
3.Paragraph 2 above shall not require documents to be delivered...
4. Time for delivery
5. Penalty for non-compliance
6. Interpretation

PART II COMPANIES NOT REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW

7. Scope of Part
8. Preparation of accounts and reports
9.Sections 390 to 392 of the Companies Act 2006 apply...
10. Duty to deliver accounts and reports
11.Paragraph 10 shall not require documents to be delivered in...
12. Time for delivery
13. Penalty for non-compliance

SCHEDULE 22
SCHEDULE 23
SCHEDULE 24

SCHEDULE 25
38. Relief from section 56 in respect of group reconstructions.