Companies Act 1967 (repealed)

PART I — Amendments of Law with respect to Companies generally

Meaning of " the principal Act " for Purposes of Part I

Meaning of " the principal Act " for purposes of Part I.

1

In this Part of this Act, " the principal Act " means the Companies Act 1948.

Abolition of Status of " Exempt Private Company "

Abolition of status of " exempt private company ".

2

The following provisions of the principal Act shall cease to have effect to the following extent, that is to say:—

• section 129 (exemption, in case of exempt private companies as therein denned, from compliance with the requirement of section 127 as to documents to be annexed to annual return), as to the whole thereof;

• section 161(1), so far as it exempts, from compliance with the requirements laid down thereby as to the qualifications to be possessed by a person for appointment as auditor of a company, a private company which at the time of the auditor's appointment is an exempt private company;

• section 161(2), so far as it excepts, from the disqualification imposed by paragraph (b) thereof on a person who is a partner of, or in the employment of, an officer or servant of a company for appointment as auditor of the company, such a private company as aforesaid ;

• section 190(1), so far as it excludes anything done by a company which is for the time being an exempt private company from the prohibition imposed thereby of a company's making a loan to any person who is its director or a director of its holding company or entering into any guarantee or providing any security in connection with a loan made to such a person as aforesaid by any other person ;

• section 410(1), so far as it exempts, from compliance with the requirement imposed thereby on an oversea company to deliver annually copies of accounts to the registrar of companies, a company registered under the law relating to companies for the time being in force in Northern Ireland and having provisions in its constitution which would, if it had been registered in Great Britain, entitle it to rank as a private company, provided that there is delivered to the registrar of companies a certificate signed by a director and by the secretary of the company that, had section 129 of, and Schedule 7 to, the principal Act extended to Northern Ireland, it would at the date of the certificate have been an exempt private company.

Accounts

Statement in holding company's accounts of identities and places of incorporation of subsidiaries, and particulars of shareholdings therein.

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• (1) Subject to the provisions of this section, where, at the end of its financial year, a company has subsidiaries, there shall, in the case of each subsidiary, be stated in, or in a note on, or statement annexed to, the company's accounts laid before it in general meeting—

• (a) the subsidiary's name;

• (b) if it be incorporated in Great Britain and if it be registered in England and the company be registered in Scotland (or vice versa), the country in which it is registered, and if it be incorporated outside Great Britain, the country in which it is incorporated; and

• (c) in relation to shares of each class of the subsidiary held by the company, the identity of the class and the proportion of the nominal value of the issued shares of that class represented by the shares held.

• (2) For the purposes of the foregoing subsection, shares of a body corporate shall be treated as being held, or as not being held, by another such body if they would, by virtue of section 154(3) of the principal Act, be treated as being held or, as the case may be, as not being held by that other body for the purpose of determining whether the first-mentioned body is its subsidiary; and the particulars required by the foregoing subsection shall include, with reference to the proportion of the nominal value of the issued shares of a class represented by shares held by a company, a statement of the extent (if any) to which it consists in shares held by, or by a nominee for, a subsidiary of the company and the extent (if any) to which it consists in shares held by, or by a nominee for, the company itself.

• (3) Subsection (1) of this section shall not require the disclosure of information with respect to a body corporate which is the subsidiary of another and is incorporated outside the United Kingdom or, being incorporated in the United Kingdom, carries on business outside the United Kingdom if the disclosure would, in the opinion of the directors of that other, be harmful to the business of that other or of any of its subsidiaries and the Board of Trade agree that the information need not be disclosed.

• (4) If, in the opinion of the directors of a company having, at the end of its financial year, subsidiaries, the number of them is such that compliance with subsection (1) of this section would result in particulars of excessive length being given, compliance with that subsection shall not be requisite except in the case of the subsidiaries carrying on the businesses the results of the carrying on of which, in the opinion of the directors, principally affected the amount of the profit or loss of the company and its subsidiaries or the amount of the assets of the company and its subsidiaries.

• (5) Where, in the case of a company, advantage is taken of the last foregoing subsection.—

• (a) there must be included in the statement required by this section the information that it deals only with the subsidiaries carrying on such businesses as are referred to in that subsection ; and

• (b) the particulars given in compliance with subsection (1) of this section, together with those which, but for the fact that advantage is so taken, would have to be so given, shall be annexed to the annual return first made by the company after its accounts have been laid before it in general meeting.

• (6) If a company fails to satisfy an obligation imposed on it by the last foregoing subsection to annex particulars to a return, the company and every officer of the company who is in default shall be liable to a default fine.

Statement in company's accounts of identities and places of incorporation of companies not subsidiaries whose shares it holds, and particulars of those shares.

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• (1) Subject to the provisions of this section, if, at the end of its financial year, a company holds shares of any class comprised in the equity share capital of another body corporate (not being its subsidiary) exceeding in nominal value one tenth of the nominal value of the issued shares of that class, there shall be stated in, or in a note on, or statement annexed to, the accounts of the company laid before it in general meeting—

• (a) the name of that other body corporate and—

• (i) if it be incorporated in Great Britain and if it be registered in England and the company be registered in Scotland (or vice versa), the country in which it is registered ; and

• (ii) if it be incorporated outside Great Britain, the country in which it is incorporated ;

• (b) the identity of the class and the proportion of the nominal value of the issued shares of that class represented by the shares held ; and

• (c) if the company also holds shares in that other body corporate of another class (whether or not comprised in its equity share Capital), or of other classes (whether or not so comprised), the like particulars as respects that other class or, as the case may be, each of those other classes.

• (2) If, at the end of its financial year, a company holds shares in another body corporate (not being its subsidiary) and the amount of all the shares therein which it holds (as stated or included in its accounts laid before it in general meeting) exceeds one tenth of the amount of its assets (as so stated), there shall be stated in, or in a note on, or statement annexed to, those accounts—

• (a) the name of that other body corporate and—

• (i) if it be incorporated in Great Britain and if it be registered in England and the company be registered in Scotland (or vice versa), the country in which it is registered ; and

• (ii) if it be incorporated outside Great Britain, the country in which it is incorporated; and

• (b) in relation to shares in that other body corporate of each class held, the identity of the class and the proportion of the nominal value of the issued shares of that class represented by the shares held.

• (3) Neither of the foregoing subsections shall require the disclosure by a company of information with respect to another body corporate if that other body is incorporated outside the United Kingdom or, being incorporated in the United Kingdom, carries on business outside the United Kingdom if the disclosure would, in the opinion of the directors of the company, be harmful to the business of the company or of that other body and the Board of Trade agree that the information need not be disclosed.

• (4) If, at the end of its financial year a company falls within subsection (1) of this section in relation to more bodies corporate than one, and the number of them is such that, in the opinion of the directors, compliance with that subsection would result in particulars of excessive length being given, compliance with that subsection shall not be requisite except in the case of the bodies carrying on the businesses the results of the carrying on of which, in the opinion of the directors, principally affected the amount of the profit or loss of the company or the amount of its assets.

• (5) Where, in the case of a company, advantage is taken of the last foregoing subsection.—

• (a) there must be included in the statement dealing with the bodies last mentioned in that subsection the information that it deals only with them; and

• (b) the particulars given in compliance with subsection (1) of this section, together with those which, but for the fact that advantage is so taken, would have to be so given, shall be annexed to the annual return first made by the company after its accounts have been laid before it in general meeting.

• (6) If a company fails to satisfy an obligation imposed on it by the last foregoing subsection to annex particulars to a return, the company and every officer of the company who is in default shall be liable to a default fine.

• (7) For the purposes of this section, shares of a body corporate shall be treated as being held, or as not being held, by another such body if they would, by virtue of section 154(3) of the principal Act (but on the assumption that paragraph (b) (ii) had been omitted therefrom), be treated as being held or, as the case may be, as not being held by that other body for the purpose of determining whether the first-mentioned body is its subsidiary.

• (8) In this section " equity share capital " has the meaning assigned to it by section 154(5) of the principal Act.

Statement in subsidiary company's accounts of name and place of incorporation of its ultimate holding company.

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• (1) Subject to the following subsection, where, at the end of its financial year, a company is the subsidiary of another body corporate, there shall be stated in, or in a note on, or statement annexed to, the company's accounts laid before it in general meeting the name of the body corporate regarded by the directors as being the company's ultimate holding company and, if known to them, the country in which it is incorporated.

• (2) The foregoing subsection shall not require the disclosure by a company which carries on business outside the United Kingdom of information with respect to the body corporate regarded by the directors as being its ultimate holding company if the disclosure would, in their opinion, be harmful to the business of that holding company or of the first-mentioned company or any other of that holding company's subsidiaries and the Board of Trade agree that the information need not be disclosed.

Particulars in accounts of directors' emoluments.

6

• (1) In any accounts of a company laid before it in general meeting, or in a statement annexed thereto, there shall, so far as the information is contained in the company's books and papers or the company has the right to obtain it from the persons concerned.—

• (a) if one person has been chairman throughout the financial year, be shown his emoluments (unless his duties as chairman were wholly or mainly discharged outside the United Kingdom), and if not, be shown with respect to each person who has been chairman during the year, his emoluments so far as attributable to the period during which he was chairman (unless his duties as chairman were wholly or mainly so discharged);

• (b) with respect to all the directors (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), be shown the number (if any) who had no emoluments or whose several emoluments amounted to not more than £2,500 and, by reference to each pair of adjacent points on a scale whereon the lowest point is £2,500 and the succeeding ones are successive integral multiples of £2,500, the number (if any) whose several emoluments exceeded the lower point but did not exceed the higher.

• (2) If, of the directors of a company (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), the emoluments of one only (so far as ascertainable from information contained in the company's books and papers or obtainable by right by the company from him) exceed the relevant amount, his emoluments (so far as so ascertainable) shall also be shown in the said accounts or in a statement annexed thereto ; and if, of the directors of a company (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), the emoluments (so far as so ascertainable) of each of two or more exceed the relevant amount, the emoluments (so far as so ascertainable) of him (or them, in the case of equality) who had the greater or, as the case may be, the greatest shall also be shown in the said accounts or in a statement annexed thereto.

• (3) For the purposes of this section there shall be brought into account as emoluments of any person all such amounts (other than contributions paid in respect of him under any pension scheme) as in his case are, by virtue of section 196 of the principal Act (disclosure of aggregates of directors' salaries, pensions, &c), required to be included in the amount shown under subsection (1)(a) of that section.

• (4) If, in the case of any accounts, the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in their report thereon, so far as they are reasonably able to do so, a statement giving the required particulars.

• (5) In section 198 of the principal Act (general duty to make disclosure for the purposes of sections 195 to 197), the reference in subsection (1) to sections 195 and 196 of that Act and the reference in subsection (3) to the said section 196 shall each be construed as including a reference to this section.

• (6) A company which is neither a holding company nor a subsidiary of another body corporate shall not be subject to the requirements of this section as respects a financial year in the case of which the amount shown in its accounts under section 196(1)(a) of the principal Act does not exceed £7,500.

• (7) In this section—

• (a) " chairman ", in relation to a company, means the person elected by the directors of the company to be chairman of their meetings and includes a person who, though not so elected, holds any office (however designated) which, in accordance with the constitution of the company, carries with it functions substantially similar to those discharged by a person so elected; and

• (b) " the relevant amount "—

• (i) if one person has been chairman throughout the year, means the amount of his emoluments;

• (ii) if not, means an amount equal to the aggregate of the emoluments, so far as attributable to the period during which he was chairman, of each person who has been chairman during the year.

Particulars in accounts of directors' emoluments the rights to receive which have been waived.

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• (1) In any accounts of a company laid before it in general meeting, or in a statement annexed thereto, there shall be shown, so far as the information is contained in the company's books and papers or the company has the right to obtain it from the persons concerned.—

• (a) the number of directors who have waived rights to receive emoluments which, but for the waiver, would have fallen to be included in the amount shown in those accounts under section 196(1)(a) of the principal Act;

• (b) the aggregate amount of the said emoluments.

• (2) For the purposes of this section—

• (a) it shall be assumed that a sum not receivable in respect of a period would have been paid at the time at which it was due to be paid;

• (b) a sum not so receivable that was payable only on demand, being a sum the right to receive which has been waived, shall be deemed to have been due for payment at the time of the waiver.

• (3) Subsections (4), (5) and (6) of the last foregoing section shall, with the substitution, for references to that section, of references to this section, apply for the purposes of this section as they apply for the purposes of that section.

Particulars in accounts of salaries of employees receiving more than £10,000 a year.

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• (1) In any accounts of a company laid before it in general meeting, or in a statement annexed thereto, there shall be shown by reference to each pair of adjacent points on a scale whereon the lowest point is £10,000 and the succeeding ones are successive integral multiples of £2,500 beginning with that in the case of which the multiplier is five, the number (if any) of persons in the company's employment whose several emoluments exceeded the lower point but did not exceed the higher, other than.—

• (a) directors of the company ; and

• (b) persons, other than directors of the company, being persons who.—

• (i) if employed by the company throughout the financial year to which the accounts relate, worked wholly or mainly during that year outside the United Kingdom; or

• (ii) if employed by the company for part only of that year, worked wholly or mainly during that part outside the United Kingdom.