Companies Act 1976

• (2) In so far as any of the forms set out in the Schedule to the Companies (Forms) Order 1949 are forms provided for the purposes of any of the provisions specified in Schedule 1 to this Act, they shall be treated as from the coming into operation of this section as being prescribed by that Order in pursuance of those provisions as amended by Schedule 1.

Size, durability and legibility of documents delivered to registrar

35

• (1) For the purposes of securing that documents delivered to the registrar of companies under the provisions of the Companies Acts are of standard size, durable and easily legible, regulations made by the Secretary of State by statutory instrument may prescribe such requirements (whether as to size, weight, quality or colour of paper, size, type or colouring of lettering, or otherwise) as he may consider appropriate; and different requirements may be so prescribed for different documents or classes of documents.

• (2) If under any such provision there is delivered to the registrar of companies a document (whether being an original document or a copy) which in the opinion of the registrar does not comply with such requirements prescribed under this section as are applicable to it, the registrar may serve on any person by whom under that provision the document was required to be delivered (or, if there are two or more such persons, may serve on any of them) a notice stating his opinion to that effect and indicating the requirements so prescribed with which in his opinion the document does not comply.

• (3) Where the registrar of companies serves a notice under subsection (2) above with respect to a document delivered under any such provision, then, for the purposes of any enactment which enables a penalty to be imposed in respect of any omission to deliver to the registrar of companies a document required to be delivered under that provision (and, in particular, for the purposes of any such enactment whereby such a penalty may be imposed by reference to each day during which the omission continues)—

• (a) any duty imposed by that provision to deliver such a document to the registrar shall be treated as not having been discharged by the delivery of that document; but

• (b) no account shall be taken of any days falling within the period mentioned in subsection (4) below.

• (4) The period referred to in subsection (3)(b) above is the period beginning with the day on which the document was delivered to the registrar as mentioned in subsection (2) above and ending with the fourteenth day after the date of service of the notice under subsection (2) above by virtue of which subsection (3) above applies.

• (5) In this section any reference to delivering a document shall be construed as including a reference to sending, forwarding, producing or (in the case of a notice) giving it.

Power of registrar to accept information on microfilm, etc.

36

• (1) The registrar of companies may, if he thinks fit, accept under any provision of the Companies Acts requiring a : document to be delivered to him any material other than a document which contains the information in question and is of a kind approved by him.

• (2) The delivery to the registrar of material accepted by him as aforesaid shall be a sufficient compliance with the provision in question.

• (3) Section 426 of the Act of 1948 (inspection, production and evidence of documents kept by the registrar) shall have effect as if any material so accepted were a document kept by the registrar.

• (4) In this section any reference to delivering a document shall be construed as including a reference to sending, forwarding, producing or (in the case of a notice) giving it.

Fees payable to registrar

Fees payable to registrar

37

• (1) The Secretary of State shall have power by regulations made by statutory instrument to require the payment to the registrar of companies of such fees as may be specified in the regulations in respect of—

• (a) the performance by the registrar of such functions under the Companies Acts as may be so specified, including the receipt by him of any notice or other document which under those Acts is required to be given, delivered, sent or forwarded to him ;

• (b) the inspection of documents kept by him under those Acts.

• (2) A statutory instrument containing regulations made under this section requiring the payment of a fee in respect of a matter for which no fee was previously payable or increasing a fee shall be laid before Parliament after being made and shall cease to have effect at the end of the period of twenty-eight days beginning with the day on which the regulations were made (but without prejudice to anything previously done under the regulations or to the making of further regulations) unless at some time before the end of that period the regulations are approved by resolution of each House of Parliament.

In reckoning the period of twenty-eight days mentioned in this subsection no account shall be taken of any time during which Parliament is dissolved or prorogued or during which both Houses are adjourned for more than four days.

• (3) A statutory instrument containing regulations made under this section, not being regulations to which subsection (2) above applies, shall be subject to annulment in pursuance of a resolution of either House of Parliament.

• (4) Section 425(1) of the Act of 1948 and section 48 of, and Schedule 3 to, the Act of 1967 (which specify fees payable to the registrar in respect of certain matters) shall cease to have effect.

• (5) Section 425(2) of the Act of 1948 (which provides for the payment into the Consolidated Fund of all fees payable to the registrar in pursuance of that Act) shall apply to fees payable to him in pursuance of this Act.

• (6) It is hereby declared that the registrar may charge a fee for any services provided by him otherwise than in pursuance of an obligation imposed on him by law.

Functions of Secretary of State and registrar

Functions of Secretary of State and registrar

38

• (1) In section 451 of the Act of 1948 (annual report of the Secretary of State on matters within that Act) after the words " this Act " there shall be inserted the words " Parts I and III of the Companies Act 1967, the Companies (Floating Charges and Receivers) (Scotland) Act 1972, section 9 of the European Communities Act 1972 and the Companies Act 1976 ".

• (2) Certificates under sections 13(1), 69(4), 98(2), 106E and 390 of the Act of 1948 shall be authenticated by a seal prepared under section 424(5) of that Act instead of being given under the hand of the registrar of companies.

• (3) Copies or extracts of documents or parts of documents furnished by the registrar of companies under section 426 of the Act of 1948 shall be sealed with a seal prepared under section 424(5) of that Act instead of being certified to be true copies under the hand of the registrar.

• (4) In section 424(6) of the Act of 1948 (functions under that Act to be performed by the registrar or in his absence by persons authorised by the Secretary of State)—

• (a) after the words " this Act" there shall be inserted the words " or by the Companies Act 1976 "; and

• (b) the words " in his absence " shall be omitted.

Criminal proceedings and enforcement

Criminal proceedings and enforcement

39

• (1) Sections 440 (default fines), 444 (application of fines) and 449 (power to enforce orders) of the Act of 1948 and section 49(2) to (5) of the Act of 1967 (summary proceedings) shall apply in relation to this Act as they apply in relation to the Act of 1948 and Part I of the Act of 1967.

• (2) The criminal proceedings mentioned in section ll1(1)(a) of the Act of 1967 (proceedings for the purposes of which the Secretary of State may disclose information obtained by him under his powers of inspecting a company's books and papers) shall include criminal proceedings pursuant to or arising out of this Act.

Supplementary provisions

Application of this Act to certain companies not formed under the Act of 1948

40

Part VII of the Act of 1948 (which relates to companies formed or registered under the former Acts there mentioned) and section 394 of that Act (which relates to companies not formed under that Act but registering under it) shall apply for the purpose of the application of the provisions of this Act to such companies as aforesaid as they apply for the purpose of the application thereto of the provisions of the Act of 1948.

Application of certain provisions of this Act to unregistered companies

41

Section 435 of, and Schedule 14 to, the Act of 1948 (which provide for the application of certain provisions of that Act to unregistered companies) shall have effect as if sections 1 to 7, 12 to 19 and 35 of this Act were provisions of that Act and—

• (a) in the case of sections 1 to 7 and 12 to 19, were included among the sections of that Act specified in that Schedule which relate to accounts and audit; and

• (b) in the case of section 35, were included among the provisions of that Act specified in the last entry in column 2 of that Schedule ;

and the reference in the last entry in column 3 of that Schedule to provisions applied by virtue of the foregoing entries in that Schedule shall be construed accordingly.

Minor and consequential amendments and repeals

42

• (1) The enactments mentioned in Schedule 2 to this Act shall have effect subject to the amendments there specified, being minor amendments and amendments consequential on the provisions of this Act.

• (2) Subject to sections 7(3), 14(12) and 23(5) above and to subsection (3) below, the enactments mentioned in Schedule 3 to this Act (which include spent enactments) are hereby repealed to the extent specified in the third column of that Schedule.

• (3) Nothing in the repeals made by this Act shall affect the operation of any enactment repealed in relation to any offence—

• (a) for which a penalty was before the date on which the repeal comes into operation provided by reference to the days during which the offence had continued ; and

• (b) which is continuing at, but began before, that date.

Expenses

43

Any administrative expenses incurred by the Secretary of State by virtue of this Act shall be defrayed out of moneys provided by Parliament.

Interpretation

44

• (1) In this Act—

• " the Act of 1948 " means the Companies Act 1948 ;

• " the Act of 1967 " means the Companies Act 1967 ;

• " the Companies Acts " means the Acts which under section 45(2) below may be cited together as the Companies Acts 1948 to 1976 ; and

• " oversea company " has the meaning given in section 9(1) above.

• (2) Except in so far as the context otherwise requires, any expression to which a meaning is assigned by the Act of 1948 for the purposes of that Act has that meaning also for the purposes of this Act.

• (3) References in this Act to a body corporate shall be construed as not including a corporation sole or a Scottish firm but as including a company incorporated outside Great Britain.

• (4) Except in so far as the context otherwise requires, any reference in this Act to an enactment shall be construed as a reference to that enactment as amended or extended by or under any other enactment, including this Act.

• (5) Any reference in the Act of 1948, the Act of 1967 or any other Act passed before this Act to an enactment which is amended by this Act shall, unless the context otherwise requires, be construed as referring to that enactment as so amended.

Short title, citation, commencement and extent. Schedules:

45

• (1) This Act may be cited as the Companies Act 1976.

• (2) The Companies Act 1948, Parts I and III of the Companies Act 1967, The Companies (Floating Charges and Receivers) (Scotland) Act 1972, section 9 of the European Communities Act 1972, sections 1 to 4 of the Stock Exchange (Completion of Bargains) Act 1976, section 9 of the Insolvency Act 1976 and this Act may be cited together as the Companies Acts 1948 to 1976.

• (3) This Act shall come into operation on such date as may be specified by the Secretary of State by order made by statutory instrument, and different dates may be so specified for different provisions and for different purposes.

• (4) Nothing in this Act except the provisions which relate to companies incorporated outside Great Britain shall apply to or in relation to companies registered or incorporated in Northern Ireland; and nothing in this Act shall affect the law in force in Northern Ireland at the passing of this Act.

SCHEDULE 1

In section 5(7)(b) of the Act of 1948 after the word "notice" there shall be inserted the words " in the prescribed form ".

In section 7(3) of the Act of 1948 after the words " notice of the increase " there shall be inserted the words " in the prescribed form ".

In section 15(2) of the Act of 1948 after the words " A statutory declaration " there shall be inserted the words " in the prescribed form ".

In section 52(1)(a) of the Act of 1948 after the words " return of the allotments " there shall be inserted the words " in the prescribed form ".

In section 62(1) of the Act of 1948 after the words "notice thereof " there shall be inserted the words " in the prescribed form ".

In section 86(3) of the Act of 1948 after the word " notice " where it first occurs there shall be inserted the words " in the prescribed form ".

In section 95(8) of the Act of 1948 after the word "particulars" in both places where it occurs there shall be inserted the words " in the prescribed form ".

In section 100 of the Act of 1948 for the words " on evidence being given to his satisfaction " there shall be substituted the words " on receipt of a statutory declaration in the prescribed form verifying ".

In section 102 of the Act of 1948 after subsection (3) there shall be inserted—

In section 106A(7) of the Act of 1948 after the word " particulars " in both places where it occurs there shall be inserted the words " in the prescribed form ".

. In section 106F of the Act of 1948 for the words " on evidence being given to his satisfaction " there shall be substituted the words " on receipt of a statutory declaration in the prescribed form verifying ".

In section 110(3) of the Act of 1948 after the word "notice" where it first occurs there shall be inserted the words " in the prescribed form ".

In section 119(2) of the Act of 1948 after the word "notice" where it first occurs there shall be inserted the words " in the prescribed form ".

In section 125(1) of the Act of 1948 after the word " return", in the first place where it occurs, there shall be inserted the words " in the prescribed form ".

In section 181(1)(a) of the Act of 1948 for the words " in writing" there shall be substituted the words " in the prescribed form ".

In section 209(2)(b) of the Act of 1948 for the word " require " there shall be substituted the words " himself give notice in the prescribed form requiring ".

In section 372(1)(a) of the Act of 1948 for the words "send notice to the company of his appointment" there shall be substituted the words " send to the company notice of his appointment in the prescribed form ".

In section 382(1) of the Act of 1948 after the words " at any time " there shall be inserted the words " on making application in the prescribed form ".

In section 384 of the Act of 1948, in paragraph (a) after the word "list" in the first place where it occurs and in paragraph (c) after the word " statement" there shall be inserted the words " in the prescribed form ".

In section 386 of the Act of 1948 for the words "a statutory declaration of" there shall be substituted the words " a statutory declaration in the prescribed form made by ".

In section 407(1) of the Act of 1948, in paragraph (b) after the word " list" there shall be inserted the words " in the prescribed form " ; in paragraph (c) immediately before the words " the names and addresses" there shall be inserted the words " a list in the prescribed form of " ; and after that paragraph there shall be inserted—

In section 432(1) of the Act of 1948 after the word " statement" there shall be inserted the words " in the prescribed form ".

In section 26(3) of the Act of 1967 after the word " notice " there shall be inserted the words " in the prescribed form ".

In section 29(8) of the Act of 1967 after the word " notice " there shall be inserted the words " in the prescribed form ".

SCHEDULE 2

The Companies Act 1948

In section 12 of the Act of 1948 for the words from " the registrar of companies for England " to " or Scotland " there shall be substituted the words " the registrar of companies for England if the memorandum states that the registered office of the company is to be situated in England or that it is to be situated in Wales, and to the registrar of companies for Scotland if the memorandum states that the registered office of the company is to be situated in Scotland. ".

In section 13(1) of the Act of 1948 for the words " certify under his hand" there shall be substituted the words " give a certificate authenticated by a seal prepared under section 424(5) of this Act. ".

In section 15(2) of the Act of 1948 for the words " a person named in the articles as a director or secretary of the company " there shall be substituted the words " a person named as director or secretary of the company in the statement delivered under section 21 of the Companies Act 1976 ".

In section 38(5)(b) of the Act of 1948 for the words "dealt in or quoted " there shall be substituted the word " listed ".

In section 39(1)(b) of the Act of 1948 for the words "dealt in or quoted " there shall be substituted the word " listed ".

In section 51(1) of the Act of 1948 for the words "dealt in" there shall be substituted the word " listed ".

In section 52(1) of the Act of 1948 at the end of paragraph (a) there shall be inserted the words " whether on account of the nominal value of the share or by way of premium ".

In section 69(4) of the Act of 1948 for the words " certify under his hand " there shall be substituted the words " give a certificate, authenticated by a seal prepared under section 424(5) of this Act, of ".

In section 98(2) of the Act of 1948 for the words "under his hand" there shall be substituted the words " authenticated by a seal prepared under section 424(5) of this Act ".

In section 106E of the Act of 1948 for the words " under his hand " there shall be substituted the words " authenticated by a seal prepared under section 424(5) of this Act ".

In section 149 of the Act of 1948 for subsection (6) there shall be substituted—

In section 151(1) of the Act of 1948 for the words "the group accounts laid before a holding company " there shall be substituted the words " the group accounts of a holding company prepared under section 1 of the Companies Act 1976 (taken with section 150 of this Act) ".

In section 152 of the Act of 1948, in subsection (1) for the words " The group accounts laid before a company " there shall be substituted the words " The group accounts of a holding company prepared under section 1 of the Companies Act 1976 (taken with section 150 of this Act) ".

In section 155 of the Act of 1948, in subsection (1) after the words " balance sheet of a company " there shall be inserted the words " and every copy of such a balance sheet which is laid before the company in general meeting or delivered to the registrar of companies in pursuance of section 1 of the Companies Act 1976 ; and in subsection (3) for the words from " which " to " published " there shall be substituted—

In section 156(1) of the Act of 1948 for the words from the beginning to the words " general meeting " there shall be substituted the words " The profit and loss account of a company prepared under section 1 of the Companies Act 1976 and, so far as not incorporated in the balance sheet or profit and loss account, any group accounts of a holding company prepared under that section taken with section 150 of this Act ".

In section 157(1) of the Act of 1948 for the words "laid before a company in general meeting " there shall be substituted the words " prepared under section 1 of the Companies Act 1976 (or under that section taken with section 150 of this Act) ".

In section 158(1) of the Act of 1948 for the word " which " there shall be substituted the words " of which a copy ".

In section 390 of the Act of 1948 for the words " certify under his hand" there shall be substituted the words " give a certificate, authenticated by a seal prepared under section 424(5) of this Act, stating ".

Section 409 of the Act of 1948 shall be renumbered as subsection (1) of that section, and after that subsection there shall be inserted—

In section 415 of the Act of 1948 after the words "the foregoing provisions of this Part of this Act" there shall be inserted the words " and sections 9 to 11 of the Companies Act 1976 ".

In section 417(5)(b) of the Act of 1948 for the words " dealt in or quoted " there shall be substituted the word " listed ".

In section 418(1)(b) of the Act of 1948 for the words "dealt in or quoted " there shall be substituted the word " listed ".

In section 426 of the Act of 1948, in subsection (1) for the words from " copy or extract of any other document" to " registrar " there shall be substituted the words " sealed copy or extract of any other document or any part of any other document ; and in subsection (3) for the words from "certified " to "prove)" there shall be substituted the words " sealed with a seal prepared under section 424(5) of this Act. ".

In section 436 of the Act of 1948, in subsection (1) after the words " this Act" there shall be inserted the words " or the Companies Act 1976 ", and in that subsection and subsection (2) for the words " book of account" there shall be substituted the words " accounting records ".

In section 439 of the Act of 1948 for the words "' limited' or any contraction or imitation of that word " there shall be substituted the words " ' limited ' or ' cyfyngedig ', or any contraction or imitation of either of those words ".

In Schedule 1 to the Act of 1948, in regulation 88 in Part I of Table A and article 38 of Table C after the words " section 188 of the Act" there shall be inserted the words " or under section 28 of the Companies Act 1976 ".

In Schedule 1 to the Act of 1948, in regulation 110 in Part I of Table A and article 57 of Table C before the words "The secretary" there shall be inserted the words " Subject to section 21(5) of the Companies Act 1976 ".

In Schedule 1 to the Act of 1948, in regulation 123 in Part I of Table A and article 60 of Table C for the words from " shall cause proper books of account to be kept" to the end there shall be substituted the words " shall cause accounting records to be kept in accordance with section 12 of the Companies Act 1976 ".

In Schedule 1 to the Act of 1948, for regulation 124 in Part I of Table A and article 61 of Table C there shall be substituted—

In Schedule 1 to the Act of 1948, in regulation 126 in Part I of Table A and article 63 of Table C for the words " sections 148, 150 and 157 of the Act" there shall be substituted the words " sections 150 and 157 of the Act and sections 1, 6 and 7 of the Companies Act 1976 ".

In Schedule 1 to the Act of 1948, in regulation 127 in Part I of Table A and article 64 of Table C after the words " auditors' report" there shall be inserted the words " and directors' report ".

In Schedule 1 to the Act of 1948, in regulation 130 in Part I of Table A and article 65 of Table C for the words from " section 159 " to the end there shall be substituted the words " section 161 of the Act, section 14 of the Companies Act 1967 and sections 13 to 18 of the Companies Act 1976 ".

In Schedule 8 to the Act of 1948, in paragraph 5(2)(c) for the word " quoted" there shall be substituted the word " listed " and for the word " unquoted" there shall be substituted the word " unlisted ".

In Schedule 8 to the Act of 1948, in paragraph 5A for the word " unquoted " there shall be substituted the word " unlisted ".

In Schedule 8 to the Act of 1948, in paragraph 8 for the word " quoted " in sub-paragraphs (1)(a) and (3) there shall be substituted the word " listed ", for the word " unquoted" in sub-paragraph (1)(a) there shall be substituted the word " unlisted " and for the words " quotation or permission to deal" in sub-paragraph (3) there shall be substituted the word " listing ".

In Schedule 8 to the Act of 1948, in paragraph 11 for the word " unquoted " in sub-paragraph (6A) there shall be substituted the word " unlisted " and for the word " quoted " in sub-paragraph (8) there shall be substituted the word " listed ".

In Schedule 8 to the Act of 1948, in paragraph 12(1)(g) for the word " quoted " there shall be substituted the word " listed " and for the word " unquoted" there shall be substituted the word " unlisted ".

In Schedule 8 to the Act of 1948, in paragraph 28 for the word " quoted" there shall be substituted the word " listed ",

for the words " quotation or permission to deal" there shall be substituted the word " listing " and for the word " unquoted" there shall be substituted the word " unlisted ".

In Schedule 14 to the Act of 1948 for the words " to one hundred and twenty-nine" and " one hundred and forty-seven " there shall be substituted respectively the words " one hundred and twenty-six and one hundred and twenty-eight " and " one hundred and forty-nine ".

The Betting, Gaming and Lotteries Act 1963

In Schedule 2 to the Betting, Gaming and Lotteries Act 1963, in paragraph 24(1) for the words " section 148 of the Companies Act 1948 applies, then, whenever " there shall be substituted the words " section 1 of the Companies Act 1976 applies, then, whenever a copy of ".

The Protection of Depositors Act 1963

In section 13(4) of the Protection of Depositors Act 1963 for the words " required by Part IV of that Act " there shall be substituted the words " of which a copy is required by section 1 of the Companies Act 1976 " and for the words " that Act" there shall be substituted the words " the said Act of 1948 ".

In section 16(1)(d) of the Protection of Depositors Act 1963 for the words " section 147 of the Companies Act 1948 (books of account)" there shall be substituted the words " section 12 of the Companies Act 1976 (accounting records) " and for the words " books kept pursuant to that section " there shall be substituted the words " records kept pursuant to that section ".

The Companies Act 1967

In section 14 of the Act of 1967—

In section 15(1) of the Act of 1967 for the words " laid before it in general meeting " there shall be substituted the words " prepared under section 1 of the Companies Act 1976 (or under that section taken with section 150 of the principal Act) ".

For section 23 of the Act of 1967 there shall be substituted—

In section 25(2)(a) and (b) of the Act of 1967 for the word " quotation " there shall be substituted the word " listing ".

In section 27(9) of the Act of 1967 for the words " to fulfilment" there shall be substituted the words " in fulfilment ".

In section 33(10) of the Act of 1967 for the word "quotation" there shall be substituted the word " listing ".

In Schedule 3 to the Act of 1967 for the words " section 410 of the principal Act" there shall be substituted the words " section 9 of the Companies Act 1976 ".

The Insurance Companies Act 1974

In section 17(1) of the Insurance Companies Act 1974 for the words " Companies Acts 1948 to 1967" there shall be substituted the words " Companies Acts 1948 to 1976 ".

In section 46(1)(c) of the Insurance Companies Act 1974 for the words from " section " to " produce books " there shall be substituted the words " section 12 of the Companies Act 1976 with respect to the keeping of accounting records, has failed to satisfy that obligation or to produce records ".

In section 75(2) of the Insurance Companies Act 1974 after the words " 425 " there shall be inserted the words " and sections 9 to 11 of the Companies Act 1976 " and for the words "that Act" there shall be substituted the words " the said Act of 1948 ".

The Stock Exchange (Completion of Bargains) Act 1976

In section 3(3) and (4) of the Stock Exchange (Completion of Bargains) Act 1976 for the words " Companies Acts 1948 to 1967 " there shall be substituted the words " Companies Acts 1948 to 1976 ".

SCHEDULE 3