Companies Act 2006

Part 1 — General introductory provisions

Companies and Companies Acts

Companies

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• (1) In the Companies Acts, unless the context otherwise requires—

• (2) Certain provisions of the Companies Acts apply to—

• (a) companies registered, but not formed, under this Act (see Chapter 1 of Part 33), and

• (b) bodies incorporated in the United Kingdom but not registered under this Act (see Chapter 2 of that Part).

• (3) For provisions applying to companies incorporated outside the United Kingdom, see Part 34 (overseas companies).

The Companies Acts

2

• (1) In this Act “the Companies Acts” means—

• (a) the company law provisions of this Act,

• (b) Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (community interest companies), and

• (c) the provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that remain in force.

• (2) The company law provisions of this Act are—

• (a) the provisions of Parts 1 to 39 of this Act, and

• (b) the provisions of Parts 45 to 47 of this Act so far as they apply for the purposes of those Parts.

Types of company

Limited and unlimited companies

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• (1) A company is a “limited company” if the liability of its members is limited by its constitution.

It may be limited by shares or limited by guarantee.

• (2) If their liability is limited to the amount, if any, unpaid on the shares held by them, the company is “limited by shares”.

• (3) If their liability is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up, the company is “limited by guarantee”.

• (4) If there is no limit on the liability of its members, the company is an “unlimited company”.

Private and public companies

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• (1) A “private company” is any company that is not a public company.

• (2) A “public company” is a company limited by shares or limited by guarantee and having a share capital—

• (a) whose certificate of incorporation states that it is a public company, and

• (b) in relation to which the requirements of this Act, or the former Companies Acts, as to registration or re-registration as a public company have been complied with on or after the relevant date.

• (3) For the purposes of subsection (2)(b) the relevant date is—

• (a) in relation to registration or re-registration in Great Britain, 22nd December 1980;

• (b) in relation to registration or re-registration in Northern Ireland, 1st July 1983.

• (4) For the two major differences between private and public companies, see Part 20.

Companies limited by guarantee and having share capital

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• (1) A company cannot be formed as, or become, a company limited by guarantee with a share capital.

• (2) Provision to this effect has been in force—

• (a) in Great Britain since 22nd December 1980, and

• (b) in Northern Ireland since 1st July 1983.

• (3) Any provision in the constitution of a company limited by guarantee that purports to divide the company's undertaking into shares or interests is a provision for a share capital.

This applies whether or not the nominal value or number of the shares or interests is specified by the provision.

Community interest companies

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• (1) In accordance with Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)—

• (a) a company limited by shares or a company limited by guarantee and not having a share capital may be formed as or become a community interest company, and

• (b) a company limited by guarantee and having a share capital may become a community interest company.

• (2) The other provisions of the Companies Acts have effect subject to that Part.

Part 2 — Company formation

General

Method of forming company

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• (1) A company is formed under this Act by one or more persons—

• (a) subscribing their names to a memorandum of association (see section 8), and

• (b) complying with the requirements of this Act as to registration (see sections 9 to 13).

• (2) A company may not be so formed for an unlawful purpose.

Memorandum of association

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• (1) A memorandum of association is a memorandum stating that the subscribers—

• (a) wish to form a company under this Act, and

• (b) agree to become members of the company and, in the case of a company that is to have a share capital, to take at least one share each.

• (2) The memorandum must be in the prescribed form and must be authenticated by each subscriber.

Requirements for registration

Registration documents

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• (1) The memorandum of association must be delivered to the registrar together with an application for registration of the company, the documents required by this section and a statement of compliance.

• (2) The application for registration must state—

• (a) the company's proposed name,

• (b) whether the company's registered office is to be situated in England and Wales (or in Wales), in Scotland or in Northern Ireland,

• (c) whether the liability of the members of the company is to be limited, and if so whether it is to be limited by shares or by guarantee, ...

• (d) whether the company is to be a private or a public company , and

• (e) that the subscribers wish to form the company for lawful purposes.

• (3) If the application is delivered by a person as agent for the subscribers to the memorandum of association, it must state his name and address.

• (3A) The application must contain—

• (a) a statement of the required information about each of the subscribers to the memorandum of association (see section 9A),

• (b) a statement that none of the subscribers to the memorandum of association is disqualified under the directors disqualification legislation (see section 159A(2)),

• (c) if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying—

• (i) the subscriber’s name,

• (ii) the court by which permission was given, and

• (iii) the date on which permission was given, and

• (d) if any of them would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect, in respect of each of them, specifying—

• (i) the subscriber’s name, and

• (ii) the date on which it was issued and by whom it was issued.

• (4) The application must contain—

• (a) in the case of a company that is to have a share capital, a statement of capital and initial shareholdings (see section 10);

• (b) in the case of a company that is to be limited by guarantee, a statement of guarantee (see section 11);

• (c) a statement of the company's proposed officers (see section 12);

• (d) a statement of initial significant control (see section 12A).

• (5) The application must also contain—

• (a) a statement of the intended address of the company's registered office , which must be an appropriate address within the meaning given by section 86(2); ...

• (aa) a statement of the intended registered email address of the company, which must be an appropriate email address within the meaning given by section 88A(2);

• (b) a copy of any proposed articles of association (to the extent that these are not supplied by the default application of model articles: see section 20); and

• (c) a statement of the type of company it is to be and its intended principal business activities.

• (5A) The information as to the company's type must be given by reference to the classification scheme prescribed for the purposes of this section.

• (5B) The information as to the company's intended principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities.

• (6) The application must be delivered—

• (a) to the registrar of companies for England and Wales, if the registered office of the company is to be situated in England and Wales (or in Wales);

• (b) to the registrar of companies for Scotland, if the registered office of the company is to be situated in Scotland;

• (c) to the registrar of companies for Northern Ireland, if the registered office of the company is to be situated in Northern Ireland.

• (7) In subsection (3A)(c) “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2).

Required information about the subscribers

9A

• (1) The required information about a subscriber who is an individual is—

• (a) name;

• (b) a service address.

• (2) The required information about a subscriber that is a body corporate, or a firm that is a legal person under the law by which it is governed, is—

• (a) corporate or firm name;

• (b) a service address.

• (3) In subsection (1) “name” means the individual’s forename and surname.

• (4) Where a subscriber is a peer or an individual usually known by a title, that title may be stated in the application for the registration of the company instead of the subscriber’s forename and surname.

• (5) The Secretary of State may by regulations—

• (a) amend this section so as to change the required information about a subscriber;

• (b) repeal subsection (4).

• (6) Regulations under this section are subject to affirmative resolution procedure.

Statement of capital and initial shareholdings

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• (1) The statement of capital and initial shareholdings required to be delivered in the case of a company that is to have a share capital must comply with this section.

• (2) It must state—

• (a) the total number of shares of the company to be taken on formation by the subscribers to the memorandum of association,

• (b) the aggregate nominal value of those shares,

• (ba) the aggregate amount (if any) to be unpaid on those shares (whether on account of their nominal value or by way of premium), and

• (c) for each class of shares—

• (i) prescribed particulars of the rights attached to the shares,

• (ii) the total number of shares of that class, and

• (iii) the aggregate nominal value of shares of that class, ...

• (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) It must contain such information as may be prescribed for the purpose of identifying the subscribers to the memorandum of association.

• (4) It must state, with respect to each subscriber to the memorandum—

• (a) the number, nominal value (of each share) and class of shares to be taken by him on formation, and

• (b) the amount to be paid up and the amount (if any) to be unpaid on each share (whether on account of the nominal value of the share or by way of premium).

• (5) Where a subscriber to the memorandum is to take shares of more than one class, the information required under subsection (4)(a) is required for each class.

Statement of guarantee

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• (1) The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must comply with this section.

• (2) It must contain such information as may be prescribed for the purpose of identifying the subscribers to the memorandum of association.

• (3) It must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for—

• (a) payment of the debts and liabilities of the company contracted before he ceases to be a member,

• (b) payment of the costs, charges and expenses of winding up, and

• (c) adjustment of the rights of the contributories among themselves,

not exceeding a specified amount.

Statement of proposed officers

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• (1) The statement of the company's proposed officers required to be delivered to the registrar must contain the required information about—

• (a) the person who is, or persons who are, to be the first director or directors of the company;

• (b) in the case of a company that is to be a private company, any person who is (or any persons who are) to be the first secretary (or joint secretaries) of the company;

• (c) in the case of a company that is to be a public company, the person who is (or the persons who are) to be the first secretary (or joint secretaries) of the company.

• (2) For the required information—

• (a) in relation to proposed directors, see sections 167J and 167K;

• (b) in relation to proposed secretaries or joint secretaries, see sections 279J and 279K.

• (2A) The statement must, in the case of each individual named as a director, confirm that the individual’s identity is verified (see section 1110A).

• (3) The statement must also include a statement by the subscribers to the memorandum of association that each of the persons named as a director, as secretary or as one of the joint secretaries has consented to act in the relevant capacity.

If all the partners in a firm are to be joint secretaries, consent may be given by one partner on behalf of all of them.

• (4) The statement must also include a statement by the subscribers to the memorandum of association that no one named as a director is—

• (a) disqualified under the directors disqualification legislation (see section 159A(2)), or

• (b) otherwise ineligible by virtue of any enactment for appointment as a director.

• (5) Where any of the persons named as directors would be disqualified under the directors disqualification legislation but for the permission of a court to act, the statement must also include a statement to that effect, in respect of each of them, specifying—

• (a) the person’s name,

• (b) the court by which permission was given, and

• (c) the date on which permission was given.

• (6) In subsection (5) “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2).

• (7) Where any of the persons named as directors would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, the statement must also include a statement to that effect, in respect of each of them, specifying—

• (a) the person’s name, and

• (b) the date on which the licence was issued and by whom it was issued.

Statement of initial significant control

12A

• (1) The statement of initial significant control required to be delivered to the registrar must—

• (a) state whether, on incorporation, there will be anyone who is either a registrable person or a registrable relevant legal entity in relation to the company, and

• (b) include the required particulars of any such person.

• (1A) If there is anyone who will be a registrable person, or a registrable relevant legal entity, in relation to the company on incorporation, the statement must also include—

• (a) a statement that none of them is disqualified under the directors disqualification legislation (see section 159A(2)),

• (b) if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying—

• (i) the person’s name,

• (ii) the court by which permission was given,

• (iii) the date on which permission was given, and

• (c) if any of them would be so disqualified by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect, in respect of each of them, specifying—

• (i) the person’s name, and

• (ii) the date on which the licence was issued and by whom it was issued.

• (2) It is not necessary to include under subsection (1)(b) the date on which someone becomes a registrable person or a registrable relevant legal entity in relation to the company.

• (3) If the statement includes required particulars of an individual, it must also contain a statement that those particulars are included with the knowledge of that individual.

• (4) “Registrable person”, “registrable relevant legal entity” and “required particulars” have the meanings given in Part 21A (see sections 790C and 790K).

• (4) In this section—

• “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2);

• “registrable person” has the meaning given by section 790C (see also section 790J);

• “registrable relevant legal entity” has the meaning given by section 790C (see also section 790J);

• “required particulars” has the meaning given by section 790K.

Option to provide ID verification information about PSCs

12B