Companies Act 1985

• (a) satisfying the conditions set out in section 44(2)(a) and (b) (where applicable) and section 45(2) to (4) as applied by this section, and

• (b) complying with subsection (4) below,

apply to be so registered as a public company.

• (2) Sections 44 and 45 apply for this purpose as in the case of a private company applying to be re-registered under section 43, but as if a reference to the special resolution required by section 43 were to the joint stock company’s resolution that it be a public company.

• (3) The resolution may change the company’s name by deleting the word “company” or the words “and company”, or its or their equivalent in Welsh (“cwmni”, “a’r cwmni”), including any abbreviation of them.

• (4) The joint stock company’s application shall be made in the form prescribed for the purpose, and shall be delivered to the registrar of companies together with the following documents (as well as those required by section 684), namely—

• (a) a copy of the resolution that the company be a public company,

• (b) a copy of a written statement by an accountant with the appropriate qualifications that in his opinion a relevant balance sheet shows that at the balance sheet date the amount of the company’s net assets was not less than the aggregate of its called up share capital and undistributable reserves,

• (c) a copy of the relevant balance sheet, together with a copy of an unqualified report (by an accountant with such qualifications) in relation to that balance sheet,

• (d) a copy of any valuation report prepared under section 44(2)(b) as applied by this section, and

• (e) subject to subsection (4A),a statutory declaration in the prescribed form by a director or secretary of the company—

• (i) that the conditions set out in section 44(2)(a) and (b) (where applicable) and section 45(2) to (4) have been satisfied, and

• (ii) that, between the balance sheet date referred to in paragraph (b) of this subsection and the joint stock company’s application, there has been no change in the company’s financial position that has resulted in the amount of its net assets becoming less than the aggregate of its called up share capital and undistributable reserves.

• (4A) In place of the statutory declaration referred to in paragraph (e) of subsection (4), there may be delivered to the registrar of companies using electronic communications a statement made by a director or secretary of the company as to the matters set out in sub-paragraphs (i) and (ii) of that paragraph.

• (5) The registrar may accept a declaration under subsection (4)(e) or statement under subsection (4A) as sufficient evidence that the conditions referred to in that paragraph have been satisfied.

• (6) In this section—

• “accountant with the appropriate qualifications” means a person who would be eligible for appointment as the company’s auditor, if it were a company registered under this Act,

• “relevant balance sheet” means a balance sheet prepared as at a date not more that 7 months before the joint stock company’s application to be registered as a public company limited by shares, and

• “undistributable reserves” has the meaning given by section 831(4) of the Companies Act 2006;

and section 46 applies (with necessary modifications) for the interpretation of the reference in subsection (4)(c) above to an unqualified report by the accountant.

• (6A) Any person who makes a false statement under subsection (4A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both.

Other requirements for registration

686

• (1) Before the registration in pursuance of this Chapter of any company (not being a joint stock company), there shall be delivered to the registrar of companies—

• (a) a statement in the prescribed form specifying the name with which the company is proposed to be registered,

• (b) a list showing with respect to each director or manager of the company—

• (i) in the case of an individual, his name, address, occupation and date of birth,

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

• (c) a copy of any Act of Parliament, letters patent, deed of settlement, contract of copartnery or other instrument constituting or regulating the company, and

• (d) in the case of a company intended to be registered as a company limited by guarantee, a copy of the resolution declaring the amount of the guarantee.

• (1A) For the purposes of subsection (1)(b)(i) a person’s “name” means his Christian name (or other 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 Christian name (or other forename) and surname or in addition to either or both of them.

• (2) Subject to subsection (2A), the lists of members and directors and any other particulars relating to the company which are required by this Chapter to be delivered to the registrar shall be verified by a statutory declaration in the prescribed form made by any two or more directors or other principal officers of the company.

• (2A) In place of the statutory declaration referred to in subsection (2), there may be delivered to the registrar of companies using electronic communications a statement made by any two or more directors or other principal officers of the company verifying the matters set out in that subsection.

• (3) The registrar may require such evidence as he thinks necessary for the purpose of satisfying himself whether a company proposing to be registered is or is not a joint stock company as defined by section 683.

• (3A) Any person who makes a false statement under subsection (2A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both.

Name of company registering

687

• (1) The following applies with respect to the name of a company registering under this Chapter (whether a joint stock company or not).

• (2) If the company is to be registered as a public company, its name must end with the words “public limited company” or, if it is stated that the company’s registered office is to be situated in Wales, with those words or their equivalent in Welsh (“cwmni cyfyngedig cyhoeddus”); and those words or that equivalent may not be preceded by the word “limited” or its equivalent in Welsh (“cyfyngedig”).

• (3) In the case of a company limited by shares or by guarantee (not being a public company), the name must have “limited” as its last word (or, if the company’s registered office is to be situated in Wales, “cyfyngedig”); but this is subject to section 30 (exempting a company, in certain circumstances, from having “limited” as part of the name).

• (4) If the company is registered with limited liability, then any additions to the company’s name set out in the statements delivered under section 684(1)(a) or 686(1)(a) shall form and be registered as the last part of the company’s name.

Certificate of registration under this Chapter

688

• (1) On compliance with the requirements of this Chapter with respect to registration, the registrar of companies shall give a certificate (which may be signed by him, or authenticated by his official seal) that the company applying for registration is incorporated as a company under this Act and, in the case of a limited company, that it is limited.

• (2) On the issue of the certificate, the company shall be so incorporated; and a banking company in Scotland so incorporated is deemed a bank incorporated, constituted or established by or under Act of Parliament.

• (3) The certificate is conclusive evidence that the requirements of this Chapter in respect of registration, and of matters precedent and incidental to it, have been complied with.

• (4) Where on an application by a joint stock company to register as a public company limited by shares the registrar of companies is satisfied that the company may be registered as a public company so limited, the certificate of incorporation given under this section shall state that the company is a public company; and that statement is conclusive evidence that the requirements of section 685 have been complied with and that the company is a public company so limited.

Effect of registration

689

Schedule 21 to this Act has effect with respect to the consequences of registration under this Chapter, the vesting of property, savings for existing liabilities, continuation of existing actions, status of the company following registration, and other connected matters.

Power to substitute memorandum and articles for deed of settlement

690

• (1) Subject as follows, a company registered in pursuance of this Chapter may by special resolution alter the form of its constitution by substituting a memorandum and articles for a deed of settlement.

• (2) The provisions of sections 4 to 6 of this Act with respect to applications to the court for cancellation of alterations of the objects of a company and matters consequential on the passing of resolutions for such alterations (so far as applicable) apply, but with the following modifications—

• (a) there is substituted for the printed copy of the altered memorandum required to be delivered to the registrar of companies a printed copy of the substituted memorandum and articles, and

• (b) on the delivery to the registrar of the substituted memorandum and articles or the date when the alteration is no longer liable to be cancelled by order of the court (whichever is the later)—

• (i) the substituted memorandum and articles apply to the company in the same manner as if it were a company registered under Part I with that memorandum and those articles, and

• (ii) the company’s deed of settlement ceases to apply to the company.

• (3) An alteration under this section may be made either with or without alteration of the company’s objects.

• (4) In this section “deed of settlement” includes any contract of copartnery or other instrument constituting or regulating the company, not being an Act of Parliament, a royal charter or letters patent.

Part XXIII — Oversea Companies

Chapter I — Registration, Etc.

Documents to be delivered to registrar

691

• (1) When a company incorporated outside Great Britain establishes a place of business in Great Britain, it shall within one month of doing so deliver to the registrar of companies for registration—

• (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, if the instrument is not written in the English language, a certified translation of it; and

• (b) a return in the prescribed form containing—

• (i) a list of the company’s directors and secretary, containing (subject to subsection (5)). the particulars specified in the next subsection,

• (ii) a list of the names and addresses of some one or more persons resident in Great Britain authorised to accept on the company’s behalf service of process and any notices required to be served on it,

• (iii) a list of the documents delivered in compliance with paragraph (a) of this subsection, and

• (iv) subject to subsection (3A),a statutory declaration (made by a director or secretary of the company or by any person whose name and address are given in the list required by sub-paragraph (ii)), stating the date on which the company’s place of business in Great Britain was established.

• (2) The list referred to in subsection (1)(b)(i) shall contain the following particulars with respect to each director—

• (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) if he has no business occupation but holds other directorships, particulars of them, 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.

• (3) The list referred to in subsection (1)(b)(i) shall contain the following particulars with respect to the secretary (or, where there are joint secretaries, with respect to each of them)—

• (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.

• (3A) In place of the statutory declaration referred to in sub-paragraph (iv) of paragraph (b) of subsection (1), there may be delivered to the registrar of companies using electronic communications a statement made by any person by whom the declaration could have been made stating the date on which the company’s place of business in Great Britain was established.

• (4) In subsections (2)(a) and (3)(a) above—

• (a) “name” means a person’s Christian name (or other 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 Christian name (or other 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 British title, the name by which he was known previous to the adoption of or succession to the title, or

• (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, or

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

• (4A) Any person who makes a false statement under subsection (3A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both.

• (5) 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 subsection (1)(b)(i)—

• (a) if the order is in respect of a director, subsection (2) has effect in respect of that director as if the reference in subsection (2)(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, subsection (3) has effect in respect of that secretary as if the reference in subsection (3)(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; and

• (c) in either case the company shall deliver to the registrar, in addition to the return required by subsection (1), a return in the prescribed form containing the usual residential address of the director or secretary to whom the confidentiality order relates, and any such return shall be delivered to the registrar within one month of the company establishing a place of business in Great Britain.

Registration of altered particulars

692

• (1) If any alteration is made in—

• (a) the charter, statutes, or memorandum and articles of an oversea company or any such instrument as is mentioned above, or

• (b) the directors or secretary of an oversea company or the particulars contained in the list of the directors and secretary, or

• (c) the names or addresses of the persons authorised to accept service on behalf of an oversea company,

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

• (1A) If an individual in respect of whom a confidentiality order under section 723B is in force becomes a director or secretary of an oversea company—

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

• (b) with that return the company shall deliver to the registrar a return in the prescribed form containing the usual residential address of that director or secretary.

• (1B) If a confidentiality order under section 723B is made in respect of an existing director or secretary of an oversea 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 or secretary under regulations made under sections 723B to 723F.

• (1C) If while a confidentiality order made under section 723B is in force in respect of a director or secretary of an oversea company there is an alteration in his usual residential address, 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.

• (2) If any change is made in the corporate name of an oversea company, the company shall, within the time specified below, deliver to the registrar of companies for registration a return containing the prescribed particulars of the change.

• (3) The time for delivery of the returns required by subsections (1) , (1B), (1C) and (2) is—

• (a) in the case of an alteration to which subsection (1)(c) applies, 21 days after the making of the alteration, and

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

Obligation to state name and other particulars

693

• (1) Every oversea company shall—

• (a) in every prospectus inviting subscriptions for its shares or debentures in Great Britain, state the country in which the company is incorporated,

• (b) conspicuously exhibit on every place where it carries on business in Great Britain the company’s name and the country in which it is incorporated,

• (c) cause the company’s name and the country in which it is incorporated to be stated in legible characters in all bill-heads and letter paper, and in all notices and other official publications of the company, and

• (d) if the liability of the members of the company is limited, cause notice of that fact to be stated in legible characters in every such prospectus as above mentioned and in all bill-heads, letter paper, notices and other official publications of the company in Great Britain, and to be affixed on every place where it carries on its business.

• (2) Every company to which section 690A applies shall, in the case of each branch of the company registered under paragraph 1 of Schedule 21A, cause the following particulars to be stated in legible characters in all letter paper and order forms used in carrying on the business of the branch—

• (a) the place of registration of the branch, and

• (b) the registered number of the branch.

• (3) Every company to which section 690A applies, which is not incorporated in a Member State and which is required by the law of the country in which it is incorporated to be registered shall, in the case of each branch of the company registered under paragraph 1 of Schedule 21A, cause the following particulars to be stated in legible characters in all letter paper and order forms used in carrying on the business of the branch—

• (a) the identity of the registry in which the company is registered in its country of incorporation, and

• (b) the number with which it is registered.

• (4) Every company to which section 690A applies and which is not incorporated in a Member State shall, in the case of each branch of the company registered under paragraph 1 of Schedule 21A, cause the following particulars to be stated in legible characters in all letter paper and order forms used in carrying on the business of the branch—

• (a) the legal form of the company,

• (b) the location of its head office, and

• (c) if applicable, the fact that it is being wound up.

Regulation of oversea companies in respect of their names

694

• (1) If it appears to the Secretary of State that the corporate name of an oversea company is a name by which the company, had it been formed under this Act, would on the relevant date (determined in accordance with subsections (3A) and (3B)) have been precluded from being registered by section 26 either—

• (a) because it falls within subsection (1) of that section, or

• (b) if it falls within subsection (2) of that section, because the Secretary of State would not approve the company’s being registered with that name,

the Secretary of State may serve a notice on the company, stating why the name would not have been registered.

• (2) If the corporate name of an oversea company is in the Secretary of State’s opinion too like a name appearing on the relevant date in the index of names kept by the registrar of companies under section 714 or which should have appeared in that index on that date, or is the same as a name which should have so appeared, the Secretary of State may serve a notice on the company specifying the name in the index which the company’s name is too like or which is the same as the company’s name.

• (3) No notice shall be served on a company under subsection (1) or (2) later than 12 months after the relevant date . . .

• (3A) For the purposes of subsections (1) to (3), the relevant date, in relation to a company, is the date on which it has complied with paragraph 1 of Schedule 21A or section 691(1) or, if there is more than one such date, the first date on which it has complied with that paragraph or that subsection since becoming an oversea company.

• (3B) But where the company’s corporate name has changed since the date ascertained in accordance with subsection (3A), the relevant date is the date on which the company has, in respect of the change or, if more than one, the latest change, complied with paragraph 7(1) of Schedule 21A or section 692(2), as the case may be.

• (4) An oversea company on which a notice is served under subsection (1) or (2)—

• (a) may deliver to the registrar of companies for registration a statement in the prescribed form specifying a name approved by the Secretary of State other than its corporate name under which it proposes to carry on business in Great Britain, and

• (b) may, after that name has been registered, at any time deliver to the registrar for registration a statement in the prescribed form specifying a name approved by the Secretary of State (other than its corporate name) in substitution for the name previously registered.

• (5) The name by which an oversea company is for the time being registered under subsection (4) is, for all purposes of the law applying in Great Britain (including this Act and the Business Names Act 1985), deemed to be the company’s corporate name; but—

• (a) this does not affect references to the corporate name in this section, or any rights or obligations of the company, or render defective any legal proceedings by or against the company, and

• (b) any legal proceedings that might have been continued or commenced against the company by its corporate name or its name previously registered under this section may be continued or commenced against it by its name for the time being so registered.

• (6) An oversea company on which a notice is served under subsection (1) or (2) shall not at any time after the expiration of 2 months from the service of that notice (or such longer period as may be specified in that notice) carry on business in Great Britain under its corporate name.

Nothing in this subsection or in section 697(2) (which imposes penalties for its contravention) invalidates any transaction entered into by the company.

• (7) The Secretary of State may withdraw a notice served under subsection (1) or (2) at any time before the end of the period mentioned in subsection (6); and that subsection does not apply to a company served with a notice which has been withdrawn.

Service of documents on oversea company

695

• (1) Any process or notice required to be served on an oversea company to which section 691 applies is sufficiently served if addressed to any person whose name has been delivered to the registrar under preceding sections in this Part and left at or sent by post to the address which has been so delivered.

• (2) However—

• (a) where such a company makes default in delivering to the registrar the name and address of a person resident in Great Britain who is authorised to accept on behalf of the company service of process or notices, or

• (b) if at any time all the persons whose names and addresses have been so delivered are dead or have ceased so to reside, or refuse to accept service on the company’s behalf, or for any reason cannot be served,

a document may be served on the company by leaving it at, or sending it by post to, any place of business established by the company in Great Britain.

Office where documents to be filed

696

• (1) Any document which an oversea company to which section 691 applies; is required to deliver to the registar of companies shall be delivered to the registrar at the registration office in England and Wales or Scotland, according to where the company has established a place of business.

• (2) If the company has established a place of business both in England and Wales and in Scotland, the document shall be delivered at the registration office both in England and Wales and in Scotland.

• (3) References in this Part (except references in Schedule 21C) to the registrar of companies , in relation to a company to which section 691 applies, are to be construed in accordance with the above subsections.

• (4) If an oversea company to which section 691 applies ceases to have a place of business in either part of Great Britain, it shall forthwith give notice of that fact to the registrar of companies for that part; and as from the date on which notice is so given the obligation of the company to deliver any document to the registrar ceases.

Penalties for non-compliance

697

• (1) If an oversea company fails to comply with any of sections 691 to 693 and 696, the company, and every officer or agent of the company who knowingly and wilfully authorises or permits the default, is liable to a fine and, in the case of a continuing offence, to a daily default fine for continued contravention.

• (2) If an oversea company contravenes section 694(6), the company and every officer or agent of it who knowingly and wilfully authorises or permits the contravention is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.

• (3) if an oversea company fails to comply with section 695A or Schedule 21A, the company, and every officer or agent of the company who knowingly and wilfully authorises or permits the default, is liable to a fine and, in the case of a continuing offence, to a daily default fine for continued contravention

Definitions for this Chapter

698

• (1) For purposes of this Chapter—

• “certified” means certified in the prescribed manner to be a true copy or a correct translation;

• “director”, in relation to an oversea company, includes shadow director; and

• “secretary” includes any person occupying the position of secretary by whatever name called.

• (2) For the purposes of this Part (except section 699A and Schedule 21C):

• (a) where a branch comprises places of business in more than one part of the United Kingdom, the branch shall be treated as being situated in that part of the United Kingdom where its principal place of business is situated; and

• (b) “branch” means a branch within the meaning of the Council Directive concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State (the Eleventh Company Law Directive, 89/666/EEC)

Channel Islands and Isle of Man companies

699

• (1) With the exceptions specified in subsection (3) below, the provisions of this Act and the Companies Act 2006 requiring documents to be forwarded or delivered to or filed with the registrar of companies and applying to companies formed and registered under Part I apply also (if they would not otherwise) to an oversea company to which section 691 applies incorporated in the Channel Islands or the Isle of Man.

• (2) Those provisions apply to such a company—

• (a) if it has established a place of business in England and Wales, as if it were registered in England and Wales,

• (b) if it has established a place of business in Scotland, as if it were registered in Scotland, and

• (c) if it has established a place of business both in England and Wales and in Scotland, as if it were registered in both England and Wales and Scotland,

with such modifications as may be necessary and, in particular, apply in a similar way to documents relating to things done outside Great Britain as if they had been done in Great Britain.

• (3) The exceptions are—

• section 6(1) (resolution altering company’s objects),

• section 18 (alteration of memorandum or articles by statute or statutory instrument),

• section 441 of the Companies Act 2006 (directors’ duty to file accounts),

• section 288(2) (notice to registrar of change of directors or secretary), and

• Chapter 3 of Part 3 of the Companies Act 2006 (resolutions and agreements affecting a company's constitution), so far as applicable to a resolution altering a company’s memorandum or articles.

Chapter II — Delivery of Accounts and Reports

Preparation and delivery of accounts by oversea companies

700

• (1) Every oversea company 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 formed and registered under this Act.

• (2) The Secretary of State may by order—

• (a) modify the requirements referred to in subsection (1) for the purpose of their application to oversea companies;

• (b) exempt an oversea company from those requirements or from such of them as may be specified in the order.

• (3) An order may make different provision for different cases or classes of case and may contain such incidental and supplementary provisions as the Secretary of State thinks fit.

• (4) An order under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

Oversea company's accounting reference period and date

701

• (1) Sections 390 to 392 of the Companies Act 2006 (financial year and accounting reference periods) apply to an oversea company, subject to the following modifications.

• (2) For the references to the incorporation of the company substitute references to the company establishing a place of business in Great Britain.

• (3) Omit section 392(3) (restriction on frequency with which current accounting reference period may be extended).

Period allowed for delivering accounts

702

• (1) An oversea company shall in respect of each financial year of the company deliver to the registrar copies of the accounts and reports prepared in accordance with section 700.

• (2) In relation to an oversea company the period allowed for delivering accounts and reports is 13 months after the end of the relevant accounting reference period.

• (3) 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 establishing a place of business in Great Britain.

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

• (5) 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 oversea company extend that period by such further period as may be specified in the notice.

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

Penalty for non-compliance

703

• (1) If the requirements of section 702(1) 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.

Part XXIV — The Registrar of Companies, His Functions and Offices

Registration offices

704

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

Companies' registered numbers

705

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

Size, durability etc. of documents delivered to registrar

706

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

Power of registrar to accept information on microfilm, etc.

707

Fees payable to registrar

708

• (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Inspection of documents kept by registrar

709

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

Additional provisions about inspection

710

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

Public notice by registrar of receipt and issue of certain documents

711

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

Removal of documents to Public Record Office

712

Enforcement of company's duty to make returns

713

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

Registrar's index of company and corporate names

714

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

Destruction of old records

715

Part XXV — Miscellaneous and Supplementary Provisions

Prohibition of partnerships with more than 20 members

716

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

Limited partnerships: limit on number of members

717

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

Unregistered companies

718

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

Power of company to provide for employees on cessation or transfer of business

719

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

Certain companies to publish periodical statement

720

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

Production and inspection of books where offence suspected

721

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

Form of company registers, etc.

722

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

Use of computers for company records

723

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

Cross-border operation of receivership provisions

724

Service of documents

725

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

Costs and expenses in actions by certain limited companies

726

• (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (2) Where in Scotland a limited company is pursuer in an action or other legal proceeding, the court having jurisdiction in the matter may, if it appears by credible testimony that there is reason to believe that the company will be unable to pay the defender’s expenses if successful in his defence, order the company to find caution and sist the proceedings until caution is found.

Power of court to grant relief in certain cases

727

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

Enforcement of High Court orders

728

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

Annual report by Secretary of State

729

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

Punishment of offences

730

• (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Summary proceedings

731

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

Prosecution by public authorities

732

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

Offences by bodies corporate

733

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

Criminal proceedings against unincorporated bodies

734

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

Part XXVI — Interpretation

" Company ", etc.

735

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

" Holding company ", " subsidiary " and " wholly-owned subsidiary "

736

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

" Called-up share capital "

737

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

" Allotment " and " paid up "

738

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

" Non-cash asset "

739

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

" Body corporate " and " corporation "

740

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

" Director " and " shadow director "

741

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

Expressions used in connection with accounts

742

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

" Employees' share scheme "

743

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

Expressions used generally in this Act

744

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

Part XXVII — Final Provisions

Northern Ireland

745

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

Commencement

746

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

Citation

747

This Act may be cited as the Companies Act 1985.

SCHEDULE 1

Directors

1

—Subject as provided below, the statement under section 10(2) shall contain the following particulars with respect to each person named as director—

• (a) in the case of an individual, his present name, any former name, his usual residential address, his nationality, his business occupation (if any), particulars of any other directorships held by him, or which have been held by him and his date of birth;

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

2

• (1) It is not necessary for the statement to contain particulars of a directorship—

• (a) which has not been held by a director at any time during the 5 years preceding the date on which the statement is delivered to the registrar,

• (b) which is held by a director in a company which—

• (i) is dormant or grouped with the company delivering the statement, and

• (ii) if he also held that directorship for any period during those 5 years, was for the whole of that period either dormant or so grouped,

• (c) which was held by a director for any period during those 5 years in a company which for the whole of that period was either dormant or grouped with the company delivering the statement.

• (2) For these purposes, “company” includes any body corporate incorporated in Great Britain; and—

• (a) section 481 of the Companies Act 2006 applies as regards whether and when a company is or has been “dormant”, and

• (b) a company is treated as being or having been at any time grouped with another company if at that time it is or was a company of which that other is or was a wholly-owned subsidiary, or if it is or was a wholly-owned subsidiary of the other or of another company of which that other is or was a wholly-owned subsidiary.

Secretaries

3

• (1) The statement shall contain the following particulars with respect to the person named as secretary or, where there are to be joint secretaries, with respect to each person named as one of them—

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

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

• (2) However, if all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated instead of the particulars otherwise required by this paragraph.

Interpretation

4

In paragraphs 1(a) and 3(1)(a) above—

• (a) “name” means a person’s Christian name (or other 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 Christian name (or other 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 British title, the name by which he was known previous to the adoption of or succession to the title, or

• (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, or

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

SCHEDULE 2

Residual interests under pension and employees' share schemes

1

• (1) Where shares in a company are held on trust for the purposes of a pension scheme or an employees’ share scheme, there is to be disregarded any residual interest which has not vested in possession, being an interest of the company or, as this paragraph applies for the purposes of section 23(2),

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

of any subsidiary of the company.

• (2) In this paragraph, “a residual interest” means a right of the company or subsidiary in question (“the residual beneficiary”) to receive any of the trust property in the event of—

• (a) all the liabilities arising under the scheme having been satisfied or provided for, or

• (b) the residual beneficiary ceasing to participate in the scheme, or

• (c) the trust property at any time exceeding what is necessary for satisfying the liabilities arising or expected to arise under the scheme.

• (3) In sub-paragraph (2), references to a right include a right dependent on the exercise of a discretion vested by the scheme in the trustee or any other person; and references to liabilities arising under a scheme include liabilities that have resulted or may result from the exercise of any such discretion.

• (4) For purposes of this paragraph, a residual interest vests in possession—

• (a) in a case within (a) or sub-paragraph (2), on the occurrence of the event there mentioned, whether or not the amount of the property receivable pursuant to the right mentioned in that sub-paragraph is then ascertained, and

• (b) in a case within (b) or (c) of that sub-paragraph, when the residual beneficiary becomes entitled to require the trustee to transfer to that beneficiary any of the property receivable pursuant to that right.

• (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

• (1) The following has effect as regards the operation of sections . . . 144, 145 and 146 to 149 in cases where a residual interest vests in possession.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) Where by virtue of paragraph 1 of this Schedule any shares are exempt from section 144 or 145 at the time when they are issued or acquired but the residual interest in question vests in possession before they are disposed of or fully paid up, those sections apply to the shares as if they had been issued or acquired on the date on which that interest vests in possession.

• (4) Where by virtue of paragraph 1 any shares are exempt from sections 146 to 149 at the time when they are acquired but the residual interest in question vests in possession before they are disposed of, those sections apply to the shares as if they had been acquired on the date on which that interest vests in possession.

• (5) The above sub-paragraphs apply irrespective of the date on which the residual interest vests or vested in possession; but where the date on which it vested was before 26th July 1983 (the passing of the Companies (Beneficial Interests) Act 1983), they have effect as if the vesting had occurred on that date.

Employer's charges and other rights of recovery

3

• (1) Where shares in a company are held on trust, there are to be disregarded—

• (a) if the trust is for the purposes of a pension scheme, any such rights as are mentioned in the following sub-paragraph, and

• (b) if the trust is for the purposes of an employees’ share scheme, any such rights as are mentioned in (a) of the sub-paragraph, being rights of the company or, as this paragraph applies for the purposes of section 23(2) . . . of any subsidiary of the company.

• (2) The rights referred to are—

• (a) any charge or lien on, or set-off against, any benefit or other right or interest under the scheme for the purpose of enabling the employer or former employer of a member of the scheme to obtain the discharge of a monetary obligation due to him from the member, and

• (b) any right to receive from the trustee of the scheme, or as trustee of the scheme to retain, an amount that can be recovered or retained under section 61 of the Pension Schemes Act 1993 (deduction of contributions equivalent premium from refund of scheme contributions) or otherwise as reimbursement or partial reimbursement for any contributions equivalent premium paid in connection with the scheme under Part III of that Act.

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trustee's right to expenses, remuneration, indemnity, etc.

4

• (1) Where a company is a trustee . . . , there are to be disregarded any rights which the company has in its capacity as trustee including, in particular, any right to recover its expenses or be remunerated out of the trust property and any right to be indemnified out of that property for any liability incurred by reason of any act or omission of the company in the performance of its duties as trustee.

• (2) As this paragraph applies for the purposes of section 23(2) . . . , sub-paragraph (1) has effect as if references to a company included any body corporate which is a subsidiary of a company.

• (3) As respects sections 145, 146 and 148, sub-paragraph (1) above applies where a company is a personal representative as it applies where a company is a trustee.

Supplementary

5

• (1) The following applies for the interpretation of this Part of this Schedule.

• (2) “Pension scheme” means any scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees; and “relevant benefits” means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death.

• (3) In sub-paragraph (2) of this paragraph, and in paragraph 3(2)(a), “employer” and “employee” are to be read as if a director of a company were employed by it.

SCHEDULE 3

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 or management or deferred shares (if any) and the nature and extent of the interest of the holders in the property and profits of the company;

• (b) the number of shares (if any) fixed by the company’s articles as the qualification of a director, and any provision in the articles as to the remuneration of directors; and

• (c) the names, descriptions and addresses of the directors or proposed directors.

• (2) As this paragraph applies for the purposes of section 72(3), sub-paragraph (1)(b) is to be read with the substitution for the reference to the company’s articles of a reference to its constitution.

• (3) Sub-paragraphs (1)(b) and (1)(c) do not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.

2

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

Details relating to the offer

3

• (1) The prospectus must state—

• (a) the time of the opening of the subscription lists, and

• (b) the amount payable on application and allotment on each share (including the amount, if any, payable by way of premium).

• (2) In the case of a second or subsequent offer of shares, there must also be stated the amount offered for subscription on each previous allotment made within the 2 preceding years, the amount actually allotted and the amount (if any) paid on the shares so allotted, including the amount (if any) paid by way of premium.

4

• (1) There must be stated the number, description and amount of any shares in or debentures of the company which any person has, or is entitled to be given, an option to subscribe for.

• (2) The following particulars of the option must be given—

• (a) the period during which it is exercisable,

• (b) the price to be paid for shares or debentures subscribed for under it,

• (c) the consideration (if any) given or to be given for it or the right to it,

• (d) the names and addresses of the persons to whom it or the right to it was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.

• (3) References in this paragraph to subscribing for shares or debentures include acquiring them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.

5

The prospectus must state the number and amount of shares and debentures which within the 2 preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash; and—

• (a) in the latter case the extent to which they are so paid up, and

• (b) in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued.

Property acquired or to be acquired by the company

6

• (1) For purposes of the following two paragraphs, “relevant property” is property purchased or acquired by the company, or proposed so to be purchased or acquired,

• (a) which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus, or

• (b) the purchase or acquisition of which has not been completed at the date of the issue of the prospectus.

• (2) But those two paragraphs do not apply to property—

• (a) the contract for whose purchase or acquisition was entered into in the ordinary course of the company’s business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract, or

• (b) as respects which the amount of the purchase money is not material.

7

As respects any relevant property, the prospectus must state—

• (a) the names and addresses of the vendors,

• (b) the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor,

• (c) short particulars of any transaction relating to the property completed within the 2 preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect.

8

There must be stated the amount (if any) paid or payable as purchase money in cash, shares or debentures for any relevant property, specifying the amount (if any) payable for goodwill.

9

• (1) The following applies for the interpretation of paragraphs 6, 7 and 8.

• (2) Every person is deemed a vendor who has entered into any contract (absolute or conditional) for the sale or purchase, or for any option of purchase, of any property to be acquired by the company, in any case where—

• (a) the purchase money is not fully paid at the date of the issue of the prospectus,

• (b) the purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus,

• (c) the contract depends for its validity or fulfilment on the result of that issue.

• (3) Where any property to be acquired by the company is to be taken on lease, paragraphs 6, 7 and 8 apply as if “vendor” included the lessor, “purchase money” included the consideration for the lease, and “sub-purchaser” included a sub-lessee.

• (4) For purposes of paragraph 7, where the vendors or any of them are a firm, the members of the firm are not to be treated as separate vendors.

Commissions, preliminary expenses, etc.

10

• (1) The prospectus must state—

• (a) the amount (if any) paid within the 2 preceding years, or payable, as commission (but not including commission to sub-underwriters) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the company, or the rate of any such commission,

• (b) the amount or estimated amount of any preliminary expenses and the persons by whom any of those expenses have been paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable,

• (c) any amount or benefit paid or given within the 2 preceding years or intended to be paid or given to any promoter, and the consideration for the payment or the giving of the benefit.

• (2) Sub-paragraph (1)(b) above, so far as it relates to preliminary expenses, does not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.

Contracts

11

• (1) The prospectus must give the dates of, parties to and general nature of every material contract.

• (2) This does not apply to a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company, or a contract entered into more than 2 years before the date of issue of the prospectus.

Auditors

12

The prospectus must state the names and addresses of the company’s auditors (if any).

Interests of directors

13

• (1) The prospectus must give full particulars of—

• (a) the nature and extent of the interest (if any) of every director in the promotion of, or in the property proposed to be acquired by, the company, or

• (b) where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm.

• (2) With the particulars under sub-paragraph (1)(b) must be provided a statement of all sums paid or agreed to be paid to the director or the firm in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or the firm in connection with the promotion or formation of the company.

• (3) This paragraph does not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.

Other matters

14

If the prospectus invites the public to subscribe for shares in the company and the company’s share capital is divided into different classes of shares, the prospectus must state the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.

15

In the case of a company which has been carrying on business, or of a business which has been carried on for less than 3 years, the prospectus must state the length of time during which the business of the company (or the business to be aquired, as the case may be) has been carried on.

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 company’s auditors with respect to—

• (a) profits and losses and assets and liabilities, in accordance with sub-paragraphs (2) and (3) below, as the case requires, and

• (b) the rates of the dividends (if any) paid by the company in respect of each class of shares in respect of each of the 5 financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares in respect of any of those years.

If no accounts have been made up in respect of any part of the 5 years ending on a date 3 months before the issue of the prospectus, the report shall contain a statement of that fact.

• (2) If the company has no subsidiary undertakings, the report shall—

• (a) deal with profits and losses of the company in respect of each of the 5 financial years immediately preceding the issue of the prospectus, and

• (b) deal with the assets and liabilities of the company at the last date to which the company’s accounts were made up.

• (3) If the company has subsidiary undertakings, the report shall—

• (a) deal separately with the company’s profits or losses as provided by sub-paragraph (2), and in addition deal either—

• (i) as a whole with the combined profits or losses of its subsidiary undertakings, so far as they concern members of the company, or

• (ii) individually with the profits or losses of each of its subsidiary undertakings, so far as they concern members of the company,

or, instead of dealing separately with the company’s profits or losses, deal as a whole with the profits or losses of the company and (so far as they concern members of the company) with the combined profits and losses of its subsidiary undertakings; and

• (b) deal separately with the company’s assets and liabilities as provided by sub-paragraph (2), and in addition deal either—

• (i) as a whole with the combined assets and liabilities of its subsidiary undertakings, with or without the company’s assets and liabilities, or

• (ii) individually with the assets and liabilities of each of its subsidiary undertakings,

indicating, as respects the assets and liabilities of its subsidiary undertakings, the allowance to be made for persons other than members of the company.

Accountants’ reports

17

If the proceeds of the issue of the shares or debentures are to be applied directly or indirectly in the purchase of any business, or any part of the proceeds of the issue is to be so applied, there shall be set out in the prospectus a report made by accountants upon—

• (a) the profits or losses of the business in respect of each of the 5 financial years immediately preceding the issue of the prospectus, and

• (b) the assets and liabilities of the business at the last date to which the accounts of the business were made up.

18

• (1) The following provisions apply if—

• (a) the proceeds of the issue are to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other undertaking, or any part of the proceeds is to be so applied, and

• (b) by reason of that acquisition or anything to be done in consequence of or in connection with it, that undertaking will become a subsidiary undertaking of the company.

• (2) There shall be set out in the prospectus a report made by accountants upon—

• (a) the profits or losses of the other undertaking in respect of each of the five financial years immediately preceding the issue of the prospectus, and

• (b) the assets and liabilities of the other undertaking at the last date to which its accounts were made up.

• (3) The report shall—

• (a) indicate how the profits or losses of the other undertaking would in respect of the shares to be acquired have concerned members of the company and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired, and

• (b) where the other undertaking is a parent undertaking, deal with the profits or losses and the assets and liabilities of the undertaking and its subsidiary undertakings in the manner provided by paragraph 16(3) above in relation to the company and its subsidiary undertakings.

• (4) In this paragraph “undertaking” and “shares”, in relation to an undertaking, have the same meaning as in Part VII.

Provisions interpreting preceding paragraphs, and modifying them in certain cases

19

If in the case of a company which has been carrying on business, or of a business which has been carried on for less than 5 years, the accounts of the company or business have only been made up in respect of 4 years, 3 years, 2 years or one year, the preceding paragraphs of this Part have effect as if references to 4 years, 3 years, 2 years or one year (as the case may be) were substituted for references to 5 years.

20

The expression “financial year” in this Part means the year in respect of which the accounts of the company or of the business (as the case may be) are made up; and where by reason of any alteration of the date on which the financial year of the company or business terminates the accounts have been made up for a period greater or less than one year, that greater or less period is for purposes of this Part deemed to be a financial year.

21

Any report required by this Part shall either indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary, or shall make those adjustments and indicate that adjustments have been made.

22

• (1) A report required by paragraph 17 or 18 shall be made by accountants qualified under this Act for appointment as auditors of a company.

• (2) Such a report shall not be made by an accountant who is an officer or servant, or a partner of or in the employment of an officer or servant, of—

• (a) the company or any of its subsidiary undertakings,

• (b) a parent undertaking of the company or any subsidiary undertaking of such an undertaking.

• (3) The accountants making any report required for purposes of paragraph 17 or 18 shall be named in the prospectus.

SCHEDULE 4

Part I — General Rules and Formats

Section A — General Rules

1

• (1) Subject to the following provisions of this Schedule—

• (a) every balance sheet of a company shall show the items listed in either of the balance sheet formats set out below in section B of this Part; and

• (b) every profit and loss account of a company shall show the items listed in any one of the profit and loss account formats so set out;

in either case in the order and under the headings and sub-headings given in the format adopted.

• (2) Sub-paragraph (1) above is not to be read as requiring the heading or sub-heading for any item to be distinguished by any letter or number assigned to that item in the format adopted.

2

• (1) Where in accordance with paragraph 1 a company’s balance sheet or profit and loss account for any financial year has been prepared by reference to one of the formats set out in section B below, the directors of the company shall adopt the same format in preparing the accounts for subsequent financial years of the company unless in their opinion there are special reasons for a change.

• (2) Particulars of any change in the format adopted in preparing a company’s balance sheet or profit and loss account in accordance with paragraph 1 shall be disclosed, and the reasons for the change shall be explained, in a note to the accounts in which the new format is first adopted.

3

• (1) Any item required in accordance with paragraph 1 to be shown in a company’s balance sheet or profit and loss account may be shown in greater detail than required by the format adopted.

• (2) A company’s balance sheet or profit and loss account may include an item representing or covering the amount of any asset or liability, income or expenditure not otherwise covered by any of the items listed in the format adopted, but the following shall not be treated as assets in any company’s balance sheet—

• (a) preliminary expenses;

• (b) expenses of and commission on any issue of shares or debentures; and

• (c) costs of research.

• (3) In preparing a company’s balance sheet or profit and loss account the directors of the company shall adapt the arrangement and headings and sub-headings otherwise required by paragraph 1 in respect of items to which an Arabic number is assigned in the format adopted, in any case where the special nature of the company’s business requires such adaptation.

• (4) Items to which Arabic numbers are assigned in any of the formats set out in section B below may be combined in a company’s accounts for any financial year if either—

• (a) their individual amounts are not material to assessing the state of affairs or profit or loss of the company for that year; or

• (b) the combination facilitates that assessment;

but in a case within paragraph (b) the individual amounts of any items so combined shall be disclosed in a note to the accounts.

• (5) Subject to paragraph 4(3) below, a heading or sub-heading corresponding to an item listed in the format adopted in preparing a company’s balance sheet or profit and loss account shall not be included if there is no amount to be shown for that item in respect of the financial year to which the balance sheet or profit and loss account relates.

• (6) Every profit and loss account of a company shall show the amount of the company’s profit or loss on ordinary activities before taxation.

• (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

• (1) In respect of every item shown in a company’s balance sheet or profit and loss account the corresponding amount for the financial year immediately preceding that to which the balance sheet or profit and loss account relates shall also be shown.

• (2) Where that corresponding amount is not comparable with the amount to be shown for the item in question in respect of the financial year to which the balance sheet or profit and loss account relates, the former amount may be adjusted and particulars of the non-comparability and of any adjustment shall be disclosed in a note to the accounts.

• (3) Paragraph 3(5) does not apply in any case where an amount can be shown for the item in question in respect of the financial year immediately preceding that to which the balance sheet or profit and loss account relates, and that amount shall be shown under the heading or sub-heading required by paragraph 1 for that item.

5

Amounts in respect of items representing assets or income may not be set off against amounts in respect of items representing liabilities or expenditure (as the case may be), or vice versa.

Section B — The Required Formats for Accounts Preliminary

6

References in this Part of this Schedule to the items listed in any of the formats set out below are to those items read together with any of the notes following the formats which apply to any of those items, and the requirement imposed by paragraph 1 to show the items listed in any such format in the order adopted in the format is subject to any provision in those notes for alternative positions for any particular items.

7

A number in brackets following any item in any of the formats set out below is a reference to the note of that number in the notes following the formats.

8

In the notes following the formats—

• (a) the heading of each note gives the required heading or sub-heading for the item to which it applies and a reference to any letters and numbers assigned to that item in the formats set out below (taking a reference in the case of Format 2 of the balance sheet formats to the item listed under “Assets” or under “Liabilities” as the case may require); and

• (b) references to a numbered format are to the balance sheet format or (as the case may require) to the profit and loss account format of that number set out below.

(see note (17) below)

(see note (17) below)

Part II — Accounting Principles and Rules

Section A — Accounting Principles

9

Subject to paragraph 15 below, the amounts to be included in respect of all items shown in a company’s accounts shall be determined in accordance with the principles set out in paragraphs 10 to 14.

10

The company shall be presumed to be carrying on business as a going concern.

11

Accounting policies shall be applied consistently within the same accounts and from one financial year to the next.

12