Companies Act 1985

A disclosure for the purpose of enabling or assisting a body appointed under section 14 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (supervision of periodic accounts and reports of issuers of listed securities) to exercise functions mentioned in subsection (2) of that section.

46

• (1) A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a relevant lawyer , auditor, accountant, valuer or actuary of his professional duties.

• (2) “Relevant lawyer” means—

• (a) a person who, for the purposes of the Legal Services Act 2007, is an authorised person in relation to an activity which constitutes a reserved legal activity (within the meaning of that Act),

• (b) a solicitor or barrister in Northern Ireland, or

• (c) a solicitor or advocate in Scotland.

47

• (1) A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a public servant of his duties.

• (2) Public servant means an officer or employee of the Crown or of any public or other authority for the time being designated for the purposes of this paragraph by the Secretary of State by order.

• (3) An order under sub-paragraph (2) must be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

48

A disclosure for the purpose of the provision of a summary or collection of information framed in such a way as not to enable the identity of any person to whom the information relates to be ascertained.

49

A disclosure in pursuance of any EU obligation.

50

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

SCHEDULES 17–19

(Scotland Only)

SCHEDULE 21A

Scope of Part

1

• (1) A company shall, within one month of having opened a branch in a part of Great Britain, deliver to the registrar for registration a return in the prescribed form containing—

• (a) such particulars about the company as are specified in paragraph 2,

• (b) such particulars about the branch as are specified in paragraph 3, and

• (c) if the company is one to which section 699AA applies, such particulars in relation to the registration of documents under Schedule 21D as are specified in paragraph 4.

• (2) The return shall, except where sub-paragraph (3) below applies, be accompanied by the documents specified in paragraph 5 and, if the company is one to which Part I of Schedule 21D applies, the documents specified in paragraph 6.

• (3) This sub-paragraph applies where—

• (a) at the time the return is delivered, the company has another branch in the United Kingdom,

• (b) the return contains a statement to the effect that the documents specified in paragraph 5, and, if the company is one to which Part I of Schedule 21D applies, paragraph 6, are included in the material registered in respect of the other branch, and

• (c) the return states where the other branch is registered and what is its registered number.

• (4) In sub-paragraph (1) above, the reference to having opened a branch in a part of Great Britain includes a reference to a branch having become situated there on ceasing to be situated elsewhere.

• (5) If at the date on which the company opens the branch in Great Britain the company is subject to any proceedings referred to in section 703P(1) (winding up) or 703Q(1) (insolvency proceedings etc), the company shall deliver a return under section 703P(1) or (as the case may be) 703Q(1) within one month of that date.

2

• (1) The particulars referred to in paragraph 1(1)(a) are—

• (a) the corporate name of the company,

• (b) its legal form,

• (c) if it is registered in the country of its incorporation, the identity of the register in which it is registered and the number with which it is so registered,

• (d) a list of its directors and secretary, containing (subject to paragraph 4A)—

• (i) with respect to each director, the particulars specified in sub-paragraph (3) below, and

• (ii) with respect to the secretary (or where there are joint secretaries, with respect to each of them) the particulars specified in sub-paragraph (4) below,

• (e) the extent of the powers of the directors to represent the company in dealings with third parties and in legal proceedings, together with a statement as to whether they may act alone or must act jointly and, if jointly, the name of any other person concerned, and

• (f) whether the company is an institution to which section 699A (or the equivalent provision in Northern Ireland) applies.

• (2) In the case of a company which is not incorporated in a Member State, those particulars also include—

• (a) the law under which the company is incorporated,

• (b) in the case of a company to which either paragraphs 2 and 3 of Part I of Schedule 21C or Schedule 21D applies) the period for which the company is required by the law under which it is incorporated to prepare accounts, together with the period allowed for the preparation and public disclosure of accounts for such a period, and

• (c) unless disclosed by the documents specified in paragraph 5—

• (i) the address of its principal place of business in its country of incorporation,

• (ii) its objects, and

• (iii) the amount of its issued share capital.

• (3) The particulars referred to in sub-paragraph (1)(d)(i) above are—

• (a) in the case of an individual—

• (i) his name,

• (ii) any former name,

• (iii) his usual residential address,

• (iv) his nationality,

• (v) his business occupation (if any),

• (vi) particulars of any other directorships held by him, and

• (vii) his date of birth;

• (b) in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office.

• (4) The particulars referred to in sub-paragraph (1)(d)(ii) above are—

• (a) in the case of an individual, his name, any former name and his usual residential address;

• (b) in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office.

Where all the partners in a firm are joint secretaries of the company, the name and principal office of the firm may be stated instead of the particulars required by paragraph (a) above.

• (5) In sub-paragraphs (3)(a) and (4)(a) above—

• (a) “name” means a person’s forename and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his forename and surname, or in addition to either or both of them; and

• (b) the reference to a former name does not include—

• (i) in the case of a peer, or an individual normally known by a title, the name by which he was known previous to the adoption of or succession to the title;

• (ii) in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more;

• (iii) in the case of a married woman, the name by which she was known previous to the marriage.

• (6) Where—

• (a) at the time a return is delivered under paragraph 1(1) the company has another branch in the same part of Great Britain as the branch covered by the return; and

• (b) the company has delivered the particulars required by sub-paragraphs (1)(b) to (f) and (2) to (5) to the registrar with respect to that branch (or to the extent it is required to do so by virtue of Schedule 21B to this Act) and has no outstanding obligation to make a return to the registrar in respect of that branch under paragraph 7 in relation to any alteration to those particulars,

the company may adopt the particulars so delivered as particulars which the registrar is to treat as having been filed by the return by referring in the return to the fact that the particulars have been filed in respect of that other branch and giving the number with which the other branch is registered.

3

The particulars referred to in paragraph 1(1)(b) are—

• (a) the address of the branch,

• (b) the date on which it was opened,

• (c) the business carried on at it,

• (d) if different from the name of the company, the name in which that business is carried on,

• (e) a list of the names and addresses of all persons resident in Great Britain authorised to accept on the company’s behalf service of process in respect of the business of the branch and of any notices required to be served on the company in respect of the business of the branch,

• (f) a list of the names and (subject to paragraph 4A) usual residential addresses of all persons authorised to represent the company as permanent representatives of the company for the business of the branch,

• (g) the extent of the authority of any person falling within paragraph (f) above, including whether that person is authorised to act alone or jointly, and

• (h) if a person falling within paragraph (f) above is not authorised to act alone, the name of any person with whom he is authorised to act.

4

The particulars referred to in paragraph 1(1)(c) are—

• (a) whether it is intended to register documents under paragraph 2(2) or, as the case may be, 10(1) of Schedule 21D in respect of the branch or in respect of some other branch in the United Kingdom, and

• (b) if it is, where that other branch is registered and what is its registered number.

4A

Where a confidentiality order made under section 723B is in force in respect of a director or secretary required to be specified in the list under paragraph 2(1)(d) or a permanent representative required to be specified in the list under paragraph 3(f)—

• (a) if the order is in respect of a director, paragraph 2(1)(d) has effect in respect of that director as if the reference in paragraph 2(3)(a)(iii) to his usual residential address were a reference to the address for the time being notified by him to the company under regulations made under sections 723B to 723F;

• (b) if the order is in respect of a secretary, paragraph 2(1)(d) has effect in respect of that secretary as if the reference in paragraph 2(4)(a) to his usual residential address were a reference to the address for the time being notified by him to the company under such regulations;

• (c) if the order is in respect of a permanent representative, paragraph 3(f) has effect in respect of that representative as if the reference to his usual residential address were a reference to the address for the time being notified by him to the company under such regulations; and

• (d) in any case the company shall deliver to the registrar, in addition to the return required by paragraph 1(1) a return in the prescribed form containing particulars of the usual residential address of the director, secretary or permanent representative to whom the confidentiality order relates, and any such return shall be delivered to the registrar within one month of having opened a branch in a part of Great Britain.

5

The first documents referred to in paragraph 1(2) are—

• (a) a certified copy of the charter, statutes or memorandum and articles of the company (or other instrument constituting or defining the company’s constitution), and

• (b) if any of the documents mentioned in paragraph (a) above is not written in the English language, a translation of it into English certified in the prescribed manner to be a correct translation.

6

• (1) The second documents referred to in paragraph 1(2) are—

• (a) copies of the latest accounting documents prepared in relation to a financial period of the company to have been publicly disclosed in accordance with the law of the country in which it is incorporated before the end of the period allowed for compliance with paragraph 1 in respect of the branch or, if earlier, the date on which the company complies withparagraph 1 in respect of the branch, and

• (b) if any of the documents mentioned in paragraph (a) above is not written in the English language, a translation of it into English certified in the prescribed manner to be a correct translation.

• (2) In sub-paragraph (1)(a) above, “financial period” and “accounting documents” shall be construed in accordance with paragraph 6 of Schedule 21D.

7

• (1) If, after a company has delivered a return under paragraph 1(1) above, any alteration is made in—

• (a) its charter, statutes or memorandum and articles (or other instrument constituting or defining its constitution), or

• (b) any of the particulars referred to in paragraph 1(1),

the company shall, within the time specified below, deliver to the registrar for registration a return in the prescribed form containing the prescribed particulars of the alteration.

In the case of an alteration in any of the documents referred to in paragraph (a), the return shall be accompanied by a certified copy of the document as altered, together with, if the document is not written in the English language, a translation of it into English certified in the prescribed manner to be a correct translation.

• (2) The time for the delivery of the return required by sub-paragraph (1) above is—

• (a) in the case of an alteration in any of the particulars specified in paragraph 3, 21 days after the alteration is made; or

• (b) in the case of any other alteration, 21 days after the date on which notice of the alteration in question could have been received in Great Britain in due course of post (if despatched with due diligence).

• (3) Where—

• (a) a company has more than one branch in Great Britain, and

• (b) an alteration relates to more than one of those branches,

sub-paragraph (1) above shall have effect to require the company to deliver a return in respect of each of the branches to which the alteration relates.

• (4) For the purposes of sub-paragraph (3) above—

• (a) an alteration in any of the particulars specified in paragraph 2 shall be treated as relating to every branch of the company (though where the company has more than one branch in a part of Great Britain a return in respect of an alteration in any of those particulars which gives the branch numbers of two or more such branches shall be treated as a return in respect of each branch whose number is given), but

• (b) an alteration in the company’s charter, statutes or memorandum and articles (or other instrument constituting or defining its constitution) shall only be treated as relating to a branch if the document altered is included in the material registered in respect of it.

8

• (1) Sub-paragraph (2) below applies where—

• (a) a company’s return under paragraph 1(1) includes a statement to the effect mentioned in paragraph 1(3)(b), and

• (b) the statement ceases to be true so far as concerns the documents specified in paragraph 5.

• (2) The company shall, within the time specified below, deliver to the registrar of companies for registration in respect of the branch to which the return relates—

• (a) the documents specified in paragraph 5, or

• (b) a return in the prescribed form—

• (i) containing a statement to the effect that those documents are included in the material which is registered in respect of another branch of the company in the United Kingdom, and

• (ii) stating where the other branch is registered and what is its registered number.

• (3) The time for complying with sub-paragraph (2) above is 21 days after the date on which notice of the fact that the statement in the earlier return has ceased to be true could have been received in Great Britain in due course of post (if despatched with due diligence).

• (4) Sub-paragraph (2) above shall also apply where, after a company has made a return under sub-paragraph (2)(b) above, the statement to the effect mentioned in sub-paragraph (2)(b)(i) ceases to be true.

• (5) For the purposes of sub-paragraph (2)(b), where the company has more than one branch in a part of Great Britain a return which gives the branch numbers of two or more such branches shall be treated as a return in respect of each branch whose number is given.

9

• (1) If an individual in respect of whom a confidentiality order under section 723B is in force becomes a director, secretary or permanent representative of a company that has delivered a return under paragraph 1(1)—

• (a) the return required to be delivered to the registrar under paragraph 7(1) shall contain the address for the time being notified to the company by the director, secretary or permanent representative under regulations made under sections 723B to 723F, but shall not contain his usual residential address; and

• (b) with the return under paragraph 7(1) the company shall deliver to the registrar a return in the prescribed form containing the usual residential address of that director, secretary or permanent representative.

• (2) If after a company has delivered a return under paragraph 1(1) a confidentiality order under section 723B is made in respect of an existing director, secretary or permanent representative of the company, the company shall within the time specified below deliver to the registrar of companies for registration a return in the prescribed form containing the address for the time being notified to it by the director, secretary or permanent representative under regulations made under sections 723B to 723F.

• (3) Sub-paragraph (4) applies if, at any time after a company has delivered a return under paragraph 1(1), there is an alteration in the usual residential address of a director, secretary or permanent representative of the company in respect of whom a confidentiality order under section 723B is in force.

• (4) The company shall within the time specified below deliver to the registrar of companies for registration a return in the prescribed form containing the new address.

• (5) The time for the delivery of a return required by sub-paragraph (2) or (4) is 21 days after the date on which notice of the alteration in question could have been received in Great Britain in due course of post (if despatched with due diligence).

• (6) Where a company has more than one branch in Great Britain and any provision of this paragraph requires a return to be made to the registrar, that provision requires the company to deliver a return in respect of each of the branches; but a return which gives the branch numbers of two or more such branches shall be treated as a return in respect of each branch whose number is given.

SCHEDULE 21B

1

• (1) This paragraph applies where a company which becomes a company to which section 690A applies was, immediately before becoming such a company (referred to in this paragraph as the relevant time), a company to which section 691 applies.

• (2) The company need not include the particulars specified in paragraph 2(1)(d) of Schedule 21A in the first return to be delivered under paragraph 1(1) of that Schedule to the registrar for a part of Great Britain if at the relevant time—

• (a) it had an established place of business in that part,

• (b) it had complied with its obligations under section 691(1)(b)(i), and

• (c) it had no outstanding obligation to make a return to the registrar for that part under subsection (1) of section 692, so far as concerns any alteration of the kind mentioned in subsection (1)(b) of that section,

and if it states in the return that the particulars have been previously filed in respect of a place of business of the company in that part, giving the company’s registered number.

• (3) The company shall not be required to deliver the documents mentioned in paragraph 5 of Schedule 21A with the first return to be delivered under paragraph 1(1) of that Schedule to the registrar for a part of Great Britain if at the relevant time—

• (a) it had an established place of business in that part,

• (b) it had delivered the documents mentioned in section 691(1)(a) to the registrar for that part, and

• (c) it had no outstanding obligation to make a return to that registrar under subsection (1) of section 692, so far as concerns any alteration in any of the documents mentioned in paragraph (a) of that subsection,

and if it states in the return that the documents have been previously filed in respect of a place of business of the company in that part, giving the company’s registered number.

2

• (1) This paragraph applies where a company which becomes a company to which section 691 applies was, immediately before becoming such a company (referred to in this paragraph as the relevant time), a company to which section 690A applies.

• (2) The company shall not be required to deliver the documents mentioned in section 691(1)(a) to the registrar for a part of Great Britain if at the relevant time—

• (a) it had a branch in that part,

• (b) the documents mentioned in paragraph 5 of Schedule 21A were included in the material registered in respect of the branch, and

• (c) it had no outstanding obligation to make a return to the registrar for that part under paragraph 7 of that Schedule, so far as concerns any alteration in any of the documents mentioned in sub-paragraph (1)(a) of that paragraph,

and if it states in the return that the documents have been previously filed in respect of a branch of the company, giving the branch’s registered number.

• (3) The company need not include the particulars mentioned in section 691(1)(b)(i) in the return to be delivered under section 691(1)(b) to the registrar for a part of Great Britain if at the relevant time—

• (a) it had a branch in that part,

• (b) it had complied with its obligations under paragraph 1(1)(a) of Schedule 21A in respect of the branch so far as the particulars required by paragraph 2(1)(d) of that Schedule are concerned, and

• (c) it had no outstanding obligation to make a return to the registrar for that part under paragraph 7 of that Schedule, so far as concerns any alteration in any of the particulars required by paragraph 2(1)(d) of that Schedule,

and if it states in the return that the particulars have been previously filed in respect of a branch of the company, giving the branch’s registered number.

• (4) Where sub-paragraph (3) above applies, the reference in section 692(1)(b) to the list ofthe directors and secretary shall be construed as a reference to the list contained in the returnunder paragraph 1(1) of Schedule 21A with any alterations in respect of which a return under paragraph 7(1) of that Schedule has been made.

SCHEDULE 21C

Part I — Institutions required to prepare accounts under parent law

Scope of Part

1

• (1) This Part of this Schedule applies to any institution to which section 699A applies which is required by its parent law to prepare and have audited accounts for its financial periods and whose only or principal branch within the United Kingdom is in Great Britain.

• (2) In this Part of this Schedule, “branch” has the meaning given by section 699A.

2

• (1) An institution to which this Part of this Schedule applies shall, within one month of becoming such an institution, deliver to the registrar for registration—

• (a) copies of the latest accounting documents of the institution prepared in accordance with its parent law to have been disclosed before the end of the period allowed for compliance with this sub-paragraph or, if earlier, the date of compliance with it, and

• (b) if any of the documents mentioned in paragraph (a) above is not written in the English language, a translation of it into English certified in the prescribed manner to be a correct translation.

Where an institution to which this Part of this Schedule applies had, immediately prior to becoming such an institution, a branch in Northern Ireland which was its only or principal branch within the United Kingdom it may, instead of delivering the documents mentioned in sub-paragraph (1)(a) under that paragraph, deliver thereunder a notice that it has become an institution to which this Part of this Schedule applies, provided that those documents have been delivered to the registrar for Northern Ireland pursuant to the Companies (Northern Ireland) Order 1986 .

3

• (1) An institution to which this Part of this Schedule applies shall deliver to the registrar for registration—

• (a) copies of all the accounting documents of the institution prepared in accordance with its parent law which are disclosed on or after the end of the period allowed for compliance with paragraph 2(1) or, if earlier, the date on which it complies with that paragraph, and

• (b) if any of the documents mentioned in paragraph (a) above is not written in the English language, a translation of it into English, certified in the prescribed manner to be a correct translation.

• (2) The period allowed for delivery, in relation to a document required to be delivered under this paragraph, is 3 months from the date on which the document is first disclosed.

4

Where an institution’s parent law permits it to discharge an obligation with respect to the disclosure of accounting documents by disclosing documents in a modified form, it may discharge its obligation under paragraph 2 or 3 by delivering copies of documents modified as permitted by that law.

5

• (1) Neither paragraph 2 nor paragraph 3 shall require an institution to deliver documents to the registrar if at the end of the period allowed for compliance with that paragraph—

• (a) it is not required by its parent law to register them,

• (b) they are made available for inspection at each branch of the institution in Great Britain, and

• (c) copies of them are available on request at a cost not exceeding the cost of supplying them.

• (2) Where by virtue of sub-paragraph (1) above an institution is not required to deliver documents under paragraph 2 or 3 and any of the conditions specified in that sub-paragraph ceases to be met, the institution shall deliver the documents to the registrar for registration within 7 days of the condition ceasing to be met.

6

The documents which an institution is required to deliver to the registrar under this Part of this Schedule shall be delivered—

• (a) to the registrar for England and Wales if the institution’s only branch, or (if it has more than one) its principal branch within the United Kingdom, is in England and Wales; or

• (b) to the registrar for Scotland if the institution’s only branch, or (if it has more than one) its principal branch within the United Kingdom, is in Scotland.

7

• (1) If an institution fails to comply with paragraph 2, 3 or 5(2) before the end of the period allowed for compliance, the institution and every person who immediately before the end of that period was a director of the institution, or, in the case of an institution which does not have directors, a person occupying an equivalent office, is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.

• (2) It is a defence for a person charged with an offence under this paragraph to prove that he took all reasonable steps for securing compliance with paragraph 2, 3 or 5(2), as the case may be.

8

• (1) In this Part of this Schedule—

“financial period” in relation to an institution, means a period for which the institution is required or permitted by its parent law to prepare accounts;

“parent law”, in relation to an institution, means the law of the country in which the institution has its head office;

and references to disclosure are to public disclosure, except where an institution is not required under its parent law, any enactment (including any subordinate legislation within the meaning of section 21 of the Interpretation Act 1978 ) having effect for Great Britain or its constitution to publicly disclose its accounts, in which case such references are to the disclosure of the accounts to the persons for whose information they have been prepared.

• (2) For the purposes of this Part of this Schedule, the following are accounting documents in relation to a financial period of an institution—

• (a) the accounts of the institution for the period, including, if it has one or more subsidiaries, any consolidated accounts of the group,

• (b) any annual report of the directors (or, in the case of an institution which does not have directors, the persons occupying equivalent offices) for the period,

• (c) the report of the auditors on the accounts mentioned in paragraph (a) above, and

• (d) any report of the auditors on the report mentioned in paragraph (b) above.

PART II — INSTITUTIONS NOT REQUIRED TO PREPARE ACCOUNTS UNDER PARENT LAW

Preparation of accounts and reports

9

• (1) This Part of this Schedule applies to any institution to which section 699A applies which—

• (a) is incorporated, and

• (b) is not required by the law of the country in which it has its head office to prepare and have audited accounts.

• (2) In this Part of this Schedule, “branch” has the meaning given by section 699A.

10

An institution to which this Part of this Schedule applies shall in respect of each financial year of the institution prepare the like accounts and directors’ report, and cause to be prepared such an auditors’ report, as would be required if the institution were a company to which section 700 applied.

11

Sections 390 to 392 of the Companies Act 2006 apply to an institution to which this Part of this Schedule applies subject to the following modifications—

• (a) for the references to the incorporation of the company there shall be substituted references to the institution becoming an institution to which this Part of this Schedule applies; and

• (b) section 392(3) shall be omitted.

12

• (1) An institution to which this Part of this Schedule applies shall in respect of each financial year of the institution deliver to the registrar copies of the accounts and reports prepared in accordance with paragraph 10.

• (2) If any document comprised in those accounts or reports is in a language other than English, the institution shall annex to the copy delivered a translation of it into English, certified in the prescribed manner to be a correct translation.

13

• (1) The period allowed for delivering accounts and reports under paragraph 12 above is13 months after the end of the relevant accounting reference period, subject to the following provisions of this paragraph.

• (2) If the relevant accounting reference period is the institution’s first and is a period of more than 12 months, the period allowed is 13 months from the first anniversary of the institution’s becoming an institution to which this Part of this Schedule applies.

• (3) If the relevant accounting reference period is treated as shortened by virtue of a notice given by the institution under section 392 of the Companies Act 2006, the period allowed is that applicable in accordance with the above provisions or 3 months from the date of the notice under that section, whichever last expires.

• (4) If for any special reason the Secretary of State thinks fit he may, on an application made before the expiry of the period otherwise allowed, by notice in writing to an institution to which this Part of this Schedule applies, extend that period by such further period as may be specified in the notice.

• (5) In this paragraph “the relevant accounting reference period” means the accounting reference period by reference to which the financial year for the accounts in question was determined.

14

The documents which an institution is required to deliver to the registrar under this Part of the Schedule shall be delivered—

• (a) to the registrar for England and Wales if the institution’s only branch, or (if it has more than one) its principal branch within Great Britain, is in England and Wales; or

• (b) to the registrar for Scotland if the institution’s only branch, or (if it has more than one) its principal branch within Great Britain, is in Scotland.

15

• (1) If the requirements of paragraph 12 are not complied with before the end of the period allowed for delivering accounts and reports, or if the accounts and reports delivered do not comply with the requirements of this Act, the institution and every person who immediately before the end of that period was a director of the institution, or, in the case of an institution which does not have directors, a person occupying an equivalent office, is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.

• (2) It is a defence for a person charged with such an offence to prove that he took all reasonable steps for securing that the requirements in question would be complied with.

• (3) It is not a defence in relation to a failure to deliver copies to the registrar to prove that the documents in question were not in fact prepared as required by this Schedule.

SCHEDULE 21D

PART I — COMPANIES REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW

Scope of Part

1

This Part of this Schedule applies to any company to which section 699AA applies which is required by its parent law to prepare, have audited and disclose accounts.

2

• (1) This paragraph applies in respect of each branch which a company to which this Part of this Schedule applies has in Great Britain.

• (2) The company shall deliver to the registrar for registration in respect of the branch copies of all the accounting documents prepared in relation to a financial period of the company which are disclosed in accordance with its parent law on or after the end of the period allowed for compliance in respect of the branch with paragraph 1 of Schedule 21A or, if earlier, the date on which the company complies with that paragraph in respect of the branch.

• (3) Where the company’s parent law permits it to discharge its obligation with respect to the disclosure of accounting documents by disclosing documents in a modified form, it may discharge its obligation under sub-paragaph (2) above by delivering copies of documents modified as permitted by that law.

• (4) If any document, a copy of which is delivered under sub-paragraph (2) above, is in a language other than English, the company shall annex to the copy delivered a translation of it into English, certified in the prescribed manner to be a correct translation.

3

Paragraph 2 above shall not require documents to be delivered in respect of a branch if—

• (a) before the end of the period allowed for compliance with that paragraph, they are delivered in respect of another branch in the United Kingdom, and

• (b) the particulars registered under Schedule 21A in respect of the branch indicate an intention that they are to be registered in respect of that other branch and include the details of that other branch mentioned in paragraph 4(b) of that Schedule.

4

The period allowed for delivery, in relation to a document required to be delivered under paragraph 2, is 3 months from the date on which the document is first disclosed in accordance with the company’s parent law.

5

• (1) If a company fails to comply with paragraph 2 before the end of the period allowed for compliance, it, and every person who immediately before the end of that period was a director of it, is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.

• (2) It is a defence for a person charged with an offence under this paragraph to prove that he took all reasonable steps for securing compliance with paragraph 2.

6

• (1) In this Part of this Schedule—

“financial period”, in relation to a company, means a period for which the company is required or permitted by its parent law to prepare accounts;

“parent law”, in relation to a company, means the law of the country in which the company is incorporated;

and references to disclosure are to public disclosure.

• (2) For the purposes of this Part of this Schedule, the following are accounting documents in relation to a financial period of a company—

• (a) the accounts of the company for the period, including, if it has one or more subsidiaries, any consolidated accounts of the group,

• (b) any annual report of the directors for the period,

• (c) the report of the auditors on the accounts mentioned in paragraph (a) above, and

• (d) any report of the auditors on the report mentioned in paragraph (b) above.

PART II — COMPANIES NOT REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW

Scope of Part

7

This Part of this Schedule applies to any company to which section 699AA applies which is not required by the law of the country in which it is incorporated to prepare, have audited and publicly disclose accounts.

8

A company to which this Part of this Schedule applies shall in respect of each financial year of the company prepare the like accounts and directors’ report, and cause to be prepared such an auditors’ report, as would be required if the company were a company to which section 700 applied.

9

Sections 390 to 392 of the Companies Act 2006 apply to a company to which this Part of this Schedule applies subject to the following modifications—

• (a) for the references to the incorporation of the company there shall be substituted references to the company becoming a company to which this Part of this Schedule applies, and

• (b) section 392(3) shall be omitted.

10

• (1) A company to which this Part of this Schedule applies shall in respect of each financial year of the company deliver to the registrar copies of the accounts and reports prepared in accordance with paragraph 8.

• (2) If any document comprised in those accounts or reports is in a language other than English, the company shall annex to the copy delivered a translation of it into English, certified in the prescribed manner to be a correct translation.

• (3) A company required to deliver documents under this paragraph is respect of a financial year shall deliver them in respect of each branch which it has in Great Britain at the end of that year.

• (4) Sub-paragraph (3) above is without prejudice to section 695A(3).

11

Paragraph 10 shall not require documents to be delivered in respect of a branch if—

• (a) before the end of the period allowed for compliance with that paragraph, they are delivered in respect of another branch in the United Kingdom, and

• (b) the particulars registered under paragraph 1 of Schedule 21A in respect of the branch indicate an intention that they are to be registered in respect of that other branch and include the details of that other branch mentioned in paragraph 4(b) of that Schedule.

12

• (1) The period allowed for delivering accounts and reports under paragraph 10 is 13 months after the end of the relevant accounting reference period, subject to the following provisions of this paragraph.

• (2) If the relevant accounting reference period is the company’s first and is a period of more than 12 months, the period allowed is 13 months from the first anniversary of the company’s becoming a company to which this Part of this Schedule applies.

• (3) If the relevant accounting reference period is treated as shortened by virtue of a notice given by the company under section 392 of the Companies Act 2006 , the period allowed is that applicable in accordance with the above provisions or 3 months from the date of the notice under that section, whichever last expires.

• (4) If for any special reason the Secreatry of State thinks fit he may, on an application made before the expiry of the period otherwise allowed, by notice in writing to a company to which this part of this Schedule applies extend that period by such further period as may be specified in the notice.

• (5) In this paragraph “the relevant accounting reference period” means the accounting reference period by reference to which the financial year for the accounts in question was determined.

13

• (1) If the requirements of paragraph 10 are not complied with before the end of the period allowed for delivering accounts and reports, or if the accounts and reports delivered do not comply with the requirements of this Act, the company and every person who immediately before the end of that period was a director of the company is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.

• (2) It is a defence for a person charged with such an offence to prove that he took all reasonable steps for securing that the requirements in question would be complied with.

• (3) It is not a defence in relation to a failure to deliver copies to the registrar to prove that the documents in question were not in fact prepared as required by this Act.

*The share capital of the company is , divided into shares of each.

Note:. . .

Relief from section 56 in respect of group reconstructions.

38

• (1) This section applies where the issuing company—

• (a) is a wholly-owned subsidiary of another company (“the holding company”); and

• (b) allots shares to the holding company or to another wholly-owned subsidiary of the holding company in consideration for the transfer to it of shares in another subsidiary (whether wholly-owned or not) of the holding company.

• (2) Where the shares in the issuing company allotted in consideration for the transfer are issued at a premium, the issuing company shall not be required by section 56 of the 1948 Act to transfer any amount in excess of the minimum premium value to the share premium account.

• (3) In subsection (2) above “the minimum premium value” means the amount (if any) by which the base value of the shares transferred exceeds the aggregate nominal value of the shares allotted in consideration for the transfer.

• (4) For the purposes of subsection (3) above, the base value of the shares transferred shall be taken as—

• (a) the cost of those shares to the company transferring them; or

• (b) the amount at which those shares are stated in that company’s accounting records immediately before the transfer;

whichever is the less.

• (5) Section 37 of this Act shall not apply in a case to which this section applies.

Editorial notes