Legalize / United Kingdom / Public General Act

Companies Act 2006

Type Public General Act

Publication 2006-11-08

Last updated 2026-07-24

State In force

Department Statute Law Database

Source legislation.gov.uk

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(6) A requirement under a relevant provision to keep company records available for inspection is not complied with by keeping them available for inspection at a place specified in the regulations unless all the company's records subject to the requirement are kept there.

(7) Regulations under this section are subject to negative resolution procedure.

Regulations about inspection of records and provision of copies

1137

(1) The Secretary of State may make provision by regulations as to the obligations of a company that is required by any provision of the Companies Acts—

(a) to keep available for inspection any company records, or

(b) to provide copies of any company records.

(2) A company that fails to comply with the regulations is treated as having refused inspection or, as the case may be, having failed to provide a copy.

(3) The regulations may—

(a) make provision as to the time, duration and manner of inspection, including the circumstances in which and extent to which the copying of information is permitted in the course of inspection, and

(b) define what may be required of the company as regards the nature, extent and manner of extracting or presenting any information for the purposes of inspection or the provision of copies.

(4) Where there is power to charge a fee, the regulations may make provision as to the amount of the fee and the basis of its calculation.

(5) Nothing in any provision of this Act or in the regulations shall be read as preventing a company—

(a) from affording more extensive facilities than are required by the regulations, or

(b) where a fee may be charged, from charging a lesser fee than that prescribed or none at all.

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

Duty to take precautions against falsification

1138

(1) Where company records are kept otherwise than in bound books, adequate precautions must be taken—

(a) to guard against falsification, and

(b) to facilitate the discovery of falsification.

(2) If a company fails to comply with this section, an offence is committed by every officer of the company who is in default.

(3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(4) This section does not apply to the documents required to be kept under—

(a) section 228 (copy of director's service contract or memorandum of its terms); or

(b) section 237 (qualifying indemnity provision).

Service addresses

Service of documents on company

1139

(1) A document may be served on a company registered under this Act by leaving it at, or sending it by post to, the company's registered office.

(2) A document may be served on an overseas company whose particulars are registered under section 1046—

(a) by leaving it at, or sending it by post to, the registered address of any person resident in the United Kingdom who is authorised to accept service of documents on the company's behalf, or

(b) if there is no such person, or if any such person refuses service or service cannot for any other reason be effected, by leaving it at or sending by post to any place of business of the company in the United Kingdom.

(3) For the purposes of this section a person's “registered address” means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.

(2) A document may be served on an overseas company whose particulars are registered under section 1046—

(a) by leaving it at, or sending it by post to, the company’s registered address, or

(b) by leaving it at, or sending it by post to, the registered address of any person resident in the United Kingdom who is authorised to accept service of documents on the company’s behalf.

(3) In subsection (2) “registered address”—

(a) in relation to the overseas company, means the address for the time being registered for the company under regulations under section 1048A(1)(a);

(b) in relation to a person other than the overseas company, means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.

(4) Where a company registered in Scotland or Northern Ireland carries on business in England and Wales, the process of any court in England and Wales may be served on the company by leaving it at, or sending it by post to, the company's principal place of business in England and Wales, addressed to the manager or other head officer in England and Wales of the company.

Where process is served on a company under this subsection, the person issuing out the process must send a copy of it by post to the company's registered office.

(5) Further provision as to service and other matters is made in the company communications provisions (see section 1143).

Service of documents on directors, secretaries and others

1140

(1) A document may be served on a person to whom this section applies by leaving it at, or sending it by post to, the person's registered address.

(2) This section applies to—

(a) a director or secretary of a company;

(aa) a person who is a registrable person or a registrable relevant legal entity in relation to a company (within the meanings given by section 790C);

(b) in the case of an overseas company whose particulars are registered under section 1046, a person holding any such position as may be specified for the purposes of this section by regulations under that section;

(i) a judicial factor (in Scotland),

(ii) an interim manager appointed under section 76 of the Charities Act 2011or section 33 of Charities Act (Northern Ireland) 2008 , or

(iii) a manager appointed under section 47 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27).

(3) This section applies whatever the purpose of the document in question.

It is not restricted to service for purposes arising out of or in connection with the appointment or position mentioned in subsection (2) or in connection with the company concerned.

(4) For the purposes of this section a person's “registered address” means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.

(5) If notice of a change of that address is given to the registrar, a person may validly serve a document at the address previously registered until the end of the period of 14 days beginning with the date on which notice of the change is registered.

(6) Service may not be effected by virtue of this section at an address—

(a) if notice has been registered of the termination of the appointment in relation to which the address was registered and the address is not a registered address of the person concerned in relation to any other appointment;

(b) in the case of a person holding any such position as is mentioned in subsection (2)(b), if the overseas company has ceased to have any connection with the United Kingdom by virtue of which it is required to register particulars under section 1046.

(7) Further provision as to service and other matters is made in the company communications provisions (see section 1143).

(8) Nothing in this section shall be read as affecting any enactment or rule of law under which permission is required for service out of the jurisdiction.

Service addresses

1141

(1) In the Companies Acts a “service address”, in relation to a person, means an address at which documents may be effectively served on that person.

(2) The Secretary of State may by regulations specify conditions with which a service address must comply.

(3) Regulations under this section are subject to negative resolution procedure.

Requirement to give service address

1142

Any obligation under the Companies Acts to give a person's address is, unless otherwise expressly provided, to give a service address for that person.

Sending or supplying documents or information

The company communications provisions

1143

(1) The provisions of sections 1144 to 1148 and Schedules 4 and 5 (“the company communications provisions”) have effect for the purposes of any provision of the Companies Acts that authorises or requires documents or information to be sent or supplied by or to a company.

(2) The company communications provisions have effect subject to any requirements imposed, or contrary provision made, by or under any enactment.

(3) In particular, in their application in relation to documents or information to be sent or supplied to the registrar, they have effect subject to the provisions of Part 35.

(4) For the purposes of subsection (2), provision is not to be regarded as contrary to the company communications provisions by reason only of the fact that it expressly authorises a document or information to be sent or supplied in hard copy form, in electronic form or by means of a website.

Sending or supplying documents or information

1144

(1) Documents or information to be sent or supplied to a company must be sent or supplied in accordance with the provisions of Schedule 4.

(2) Documents or information to be sent or supplied by a company must be sent or supplied in accordance with the provisions of Schedule 5.

(3) The provisions referred to in subsection (2) apply (and those referred to in subsection (1) do not apply) in relation to documents or information that are to be sent or supplied by one company to another.

Right to hard copy version

1145

(1) Where a member of a company or a holder of a company's debentures has received a document or information from the company otherwise than in hard copy form, he is entitled to require the company to send him a version of the document or information in hard copy form.

(2) The company must send the document or information in hard copy form within 21 days of receipt of the request from the member or debenture holder.

(3) The company may not make a charge for providing the document or information in that form.

(4) If a company fails to comply with this section, an offence is committed by the company and every officer of it who is in default.

(5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Requirement of authentication

1146

(1) This section applies in relation to the authentication of a document or information sent or supplied by a person to a company.

(2) A document or information sent or supplied in hard copy form is sufficiently authenticated if it is signed by the person sending or supplying it.

(3) A document or information sent or supplied in electronic form is sufficiently authenticated—

(a) if the identity of the sender is confirmed in a manner specified by the company, or

(b) where no such manner has been specified by the company, if the communication contains or is accompanied by a statement of the identity of the sender and the company has no reason to doubt the truth of that statement.

(4) Where a document or information is sent or supplied by one person on behalf of another, nothing in this section affects any provision of the company's articles under which the company may require reasonable evidence of the authority of the former to act on behalf of the latter.

Deemed delivery of documents and information

1147

(1) This section applies in relation to documents and information sent or supplied by a company.

(2) Where—

(a) the document or information is sent by post (whether in hard copy or electronic form) to an address in the United Kingdom, and

(b) the company is able to show that it was properly addressed, prepaid and posted,

it is deemed to have been received by the intended recipient 48 hours after it was posted.

(3) Where—

(a) the document or information is sent or supplied by electronic means, and

(b) the company is able to show that it was properly addressed,

it is deemed to have been received by the intended recipient 48 hours after it was sent.

(4) Where the document or information is sent or supplied by means of a website, it is deemed to have been received by the intended recipient—

(a) when the material was first made available on the website, or

(b) if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.

(5) In calculating a period of hours for the purposes of this section, no account shall be taken of any part of a day that is not a working day.

(6) This section has effect subject to—

(a) in its application to documents or information sent or supplied by a company to its members, any contrary provision of the company's articles;

(b) in its application to documents or information sent or supplied by a company to its debentures holders, any contrary provision in the instrument constituting the debentures;

(c) in its application to documents or information sent or supplied by a company to a person otherwise than in his capacity as a member or debenture holder, any contrary provision in an agreement between the company and that person.

Interpretation of company communications provisions

1148

(1) In the company communications provisions—

“address” includes a number or address used for the purposes of sending or receiving documents or information by electronic means;

“company” includes any body corporate;

“document” includes summons, notice, order or other legal process and registers.

(2) References in the company communications provisions to provisions of the Companies Acts authorising or requiring a document or information to be sent or supplied include all such provisions, whatever expression is used, and references to documents or information being sent or supplied shall be construed accordingly.

(3) References in the company communications provisions to documents or information being sent or supplied by or to a company include references to documents or information being sent or supplied by or to the directors of a company acting on behalf of the company.

Requirements as to independent valuation

Application of valuation requirements

1149

The provisions of sections 1150 to 1153 apply to the valuation and report required by—

section 93 (re-registration as public company: recent allotment of shares for non-cash consideration);

section 593 (allotment of shares of public company in consideration of non-cash asset);

section 599 (transfer of non-cash asset to public company).

Valuation by qualified independent person

1150

(1) The valuation and report must be made by a person (“the valuer”) who—

(a) is eligible for appointment as a statutory auditor (see section 1212), and

(b) meets the independence requirement in section 1151.

(2) However, where it appears to the valuer to be reasonable for the valuation of the consideration, or part of it, to be made by (or for him to accept a valuation made by) another person who—

(a) appears to him to have the requisite knowledge and experience to value the consideration or that part of it, and

(b) is not an officer or employee of—

(i) the company, or

(ii) any other body corporate that is that company's subsidiary or holding company or a subsidiary of that company's holding company,

or a partner of or employed by any such officer or employee,

he may arrange for or accept such a valuation, together with a report which will enable him to make his own report under this section.

(3) The references in subsection (2)(b) to an officer or employee do not include an auditor.

(4) Where the consideration or part of it is valued by a person other than the valuer himself, the latter's report must state that fact and shall also—

(a) state the former's name and what knowledge and experience he has to carry out the valuation, and

(b) describe so much of the consideration as was valued by the other person, and the method used to value it, and specify the date of that valuation.

The independence requirement

1151

(1) A person meets the independence requirement for the purposes of section 1150 only if—

(a) he is not—

(i) an officer or employee of the company, or

(ii) a partner or employee of such a person, or a partnership of which such a person is a partner;

(b) he is not—

(i) an officer or employee of an associated undertaking of the company, or

(ii) a partner or employee of such a person, or a partnership of which such a person is a partner; and

(i) the person or an associate of his, and

(ii) the company or an associated undertaking of the company,

a connection of any such description as may be specified by regulations made by the Secretary of State.

(2) An auditor of the company is not regarded as an officer or employee of the company for this purpose.

(3) In this section—

“associated undertaking” means—a parent undertaking or subsidiary undertaking of the company, ora subsidiary undertaking of a parent undertaking of the company; and

“associate” has the meaning given by section 1152.

(4) Regulations under this section are subject to negative resolution procedure.

Meaning of “associate”

1152

(1) This section defines “associate” for the purposes of section 1151 (valuation: independence requirement).

(2) In relation to an individual, “associate” means—

(a) that individual's spouse or civil partner or minor child or step-child,

(b) any body corporate of which that individual is a director, and

(3) In relation to a body corporate, “associate” means—

(a) any body corporate of which that body is a director,

(b) any body corporate in the same group as that body, and

(4) In relation to a partnership that is a legal person under the law by which it is governed, “associate” means—

(a) any body corporate of which that partnership is a director,

(b) any employee of or partner in that partnership, and

(5) In relation to a partnership that is not a legal person under the law by which it is governed, “associate” means any person who is an associate of any of the partners.

(6) In this section, in relation to a limited liability partnership, for “director” read “member”.

Valuer entitled to full disclosure

1153

(1) A person carrying out a valuation or making a report with respect to any consideration proposed to be accepted or given by a company, is entitled to require from the officers of the company such information and explanation as he thinks necessary to enable him to—

(a) carry out the valuation or make the report, and

(b) provide any note required by section 596(3) or 600(3) (note required where valuation carried out by another person).

(2) A person who knowingly or recklessly makes a statement to which this subsection applies that is misleading, false or deceptive in a material particular commits an offence.

(3) Subsection (2) applies to a statement—

(a) made (whether orally or in writing) to a person carrying out a valuation or making a report, and

(b) conveying or purporting to convey any information or explanation which that person requires, or is entitled to require, under subsection (1).

(4) A person guilty of an offence under subsection (2) is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

Notice of appointment of certain officers

Duty to notify registrar of certain appointments etc

1154

(1) Notice must be given to the registrar of the appointment in relation to a company of—

(a) a judicial factor (in Scotland),

(b) an interim manager appointed under section 76 of the Charities Act 2011, or

(c) a manager appointed under section 47 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27).

(2) The notice must be given—

(a) in the case of appointment of a judicial factor, by the judicial factor;

(b) in the case of appointment of an interim manager under section 76 of the Charities Act 2011or section 33 of the Charities Act (Northern Ireland) 2008 , by the Charity Commission;

(bb) in the case of appointment of a receiver or manager under section 33 of the Charities Act (Northern Ireland) 2008, by the Charity Commission for Northern Ireland;

(c) in the case of appointment of a manager under section 47 of the Companies (Audit, Investigations and Community Enterprise) Act 2004, by the Regulator of Community Interest Companies.

(3) The notice must specify an address at which service of documents (including legal process) may be effected on the person appointed.

Notice of a change in the address for service may be given to the registrar by the person appointed.

(4) Where notice has been given under this section of the appointment of a person, notice must also be given to the registrar of the termination of the appointment.

This notice must be given by the person specified in subsection (2).

Offence of failure to give notice

1155

(1) If a judicial factor fails to give notice of his appointment in accordance with section 1154 within the period of 14 days after the appointment he commits an offence.

(2) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

Courts and legal proceedings

Meaning of “the court”

1156

(1) Except as otherwise provided, in the Companies Acts “the court” means—

(a) in England and Wales, the High Court or the county court;

(b) in Scotland, the Court of Session or the sheriff court;

(2) The provisions of the Companies Acts conferring jurisdiction on “the court” as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom.

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

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

Power of court to grant relief in certain cases

1157

(1) If in proceedings for negligence, default, breach of duty or breach of trust against—

(a) an officer of a company, or

(b) a person employed by a company as auditor (whether he is or is not an officer of the company),

it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust—

(a) he may apply to the court for relief, and

(b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.

Part 38 — Companies: interpretation

Meaning of “UK-registered company”

1158

In the Companies Acts“UK-registered company” means a company registered under this Act. The expression does not include an overseas company that has registered particulars under section 1046.

Meaning of “subsidiary” etc

1159

(1) A company is a “subsidiary” of another company, its “holding company”, if that other company—

(a) holds a majority of the voting rights in it, or

(b) is a member of it and has the right to appoint or remove a majority of its board of directors, or

(c) is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it,

or if it is a subsidiary of a company that is itself a subsidiary of that other company.

(2) A company is a “wholly-owned subsidiary” of another company if it has no members except that other and that other's wholly-owned subsidiaries or persons acting on behalf of that other or its wholly-owned subsidiaries.

(3) Schedule 6 contains provisions explaining expressions used in this section and otherwise supplementing this section.

(4) In this section and that Schedule “company” includes any body corporate.

Meaning of “subsidiary” etc: power to amend

1160

(1) The Secretary of State may by regulations amend the provisions of section 1159 (meaning of “subsidiary” etc) and Schedule 6 (meaning of “subsidiary” etc: supplementary provisions) so as to alter the meaning of the expressions “subsidiary”, “holding company” or “wholly-owned subsidiary”.

(2) Regulations under this section are subject to negative resolution procedure.

(3) Any amendment made by regulations under this section does not apply for the purposes of enactments outside the Companies Acts unless the regulations so provide.

(4) So much of section 23(3) of the Interpretation Act 1978 (c. 30) as applies section 17(2)(a) of that Act (effect of repeal and re-enactment) to deeds, instruments and documents other than enactments does not apply in relation to any repeal and re-enactment effected by regulations under this section.

1161

(1) In the Companies Acts“undertaking” means—

(a) a body corporate or partnership, or

(b) an unincorporated association carrying on a trade or business, with or without a view to profit.

(2) In the Companies Acts references to shares—

(a) in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and

(b) in relation to an undertaking without capital, are to interests—

(i) conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or

(ii) giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.

(3) Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description.

This is subject to provision in any specific context providing for the translation of such expressions.

(4) References in the Companies Acts to “fellow subsidiary undertakings” are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other.

(5) In the Companies Acts “group undertaking”, in relation to an undertaking, means an undertaking which is—

(a) a parent undertaking or subsidiary undertaking of that undertaking, or

(b) a subsidiary undertaking of any parent undertaking of that undertaking.

Parent and subsidiary undertakings

1162

(1) This section (together with Schedule 7) defines “parent undertaking” and “subsidiary undertaking” for the purposes of the Companies Acts.

(2) An undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—

(a) it holds a majority of the voting rights in the undertaking, or

(b) it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or

(i) by virtue of provisions contained in the undertaking's articles, or

(ii) by virtue of a control contract, or

(d) it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.

(3) For the purposes of subsection (2) an undertaking shall be treated as a member of another undertaking—

(a) if any of its subsidiary undertakings is a member of that undertaking, or

(b) if any shares in that other undertaking are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings.

(4) An undertaking is also a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—

(a) it has the power to exercise, or actually exercises, dominant influence or control over it, or

(b) it and the subsidiary undertaking are managed on a unified basis.

(5) A parent undertaking shall be treated as the parent undertaking of undertakings in relation to which any of its subsidiary undertakings are, or are to be treated as, parent undertakings; and references to its subsidiary undertakings shall be construed accordingly.

(6) Schedule 7 contains provisions explaining expressions used in this section and otherwise supplementing this section.

(7) In this section and that Schedule references to shares, in relation to an undertaking, are to allotted shares.

Other definitions

“Non-cash asset”

1163

(1) In the Companies Acts “non-cash asset” means any property or interest in property, other than cash.

For this purpose “cash” includes foreign currency.

(2) A reference to the transfer or acquisition of a non-cash asset includes—

(a) the creation or extinction of an estate or interest in, or a right over, any property, and

(b) the discharge of a liability of any person, other than a liability for a liquidated sum.

Meaning of “banking company” and “banking group”

1164

(1) This section defines “banking company” and “banking group” for the purposes of the Companies Acts.

(2) “Banking company” means a person who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to accept deposits, other than—

(a) a person who is not a company, and

(b) a person who has such permission only for the purpose of carrying on another regulated activity in accordance with permission under that Part.

(3) The definition in subsection (2) must be read with section 22 of that Act, any relevant order under that section and Schedule 2 to that Act.

(4) References to a banking group are to a group where the parent company is a banking company or where—

(a) the parent company's principal subsidiary undertakings are wholly or mainly credit institutions, and

(b) the parent company does not itself carry on any material business apart from the acquisition, management and disposal of interests in subsidiary undertakings.

(5) For the purposes of subsection (4)—

(a) a parent company's principal subsidiary undertakings are the subsidiary undertakings of the company whose results or financial position would principally affect the figures shown in the group accounts, and

(b) the management of interests in subsidiary undertakings includes the provision of services to such undertakings.

1165

(1) This section defines “insurance company”, “authorised insurance company”, “insurance group” and “insurance market activity” for the purposes of the Companies Acts.

(2) An “authorised insurance company” means a person (whether incorporated or not) who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to effect or carry out contracts of insurance.

(3) An “insurance company” means—

(a) an authorised insurance company, or

(b) any other person (whether incorporated or not) who—

(i) carries on insurance market activity, or

(ii) may effect or carry out contracts of insurance under which the benefits provided by that person are exclusively or primarily benefits in kind in the event of accident to or breakdown of a vehicle.

(4) Neither expression includes a friendly society within the meaning of the Friendly Societies Act 1992 (c. 40).

(5) References to an insurance group are to a group where the parent company is an insurance company or where—

(a) the parent company's principal subsidiary undertakings are wholly or mainly insurance companies, and

(b) the parent company does not itself carry on any material business apart from the acquisition, management and disposal of interests in subsidiary undertakings.

(6) For the purposes of subsection (5)—

(a) a parent company's principal subsidiary undertakings are the subsidiary undertakings of the company whose results or financial position would principally affect the figures shown in the group accounts, and

(b) the management of interests in subsidiary undertakings includes the provision of services to such undertakings.

(7) “Insurance market activity” has the meaning given in section 316(3) of the Financial Services and Markets Act 2000.

(8) References in this section to contracts of insurance and to the effecting or carrying out of such contracts must be read with section 22 of that Act, any relevant order under that section and Schedule 2 to that Act.

1166

For the purposes of the Companies Acts an employees' share scheme is a scheme for encouraging or facilitating the holding of shares in or debentures of a company by or for the benefit of—

(a) the bona fide employees or former employees of—

(i) the company,

(ii) any subsidiary of the company, or

(iii) the company's holding company or any subsidiary of the company's holding company, or

(b) the spouses, civil partners, surviving spouses, surviving civil partners, or minor children or step-children of such employees or former employees.

Meaning of “prescribed”

1167

In the Companies Acts “prescribed” means prescribed (by order or by regulations) by the Secretary of State.

1168

(1) The following provisions apply for the purposes of the Companies Acts.

(2) A document or information is sent or supplied in hard copy form if it is sent or supplied in a paper copy or similar form capable of being read.

References to hard copy have a corresponding meaning.

(3) A document or information is sent or supplied in electronic form if it is sent or supplied—

(a) by electronic means (for example, by e-mail or fax), or

(b) by any other means while in an electronic form (for example, sending a disk by post).

References to electronic copy have a corresponding meaning.

(4) A document or information is sent or supplied by electronic means if it is—

(a) sent initially and received at its destination by means of electronic equipment for the processing (which expression includes digital compression) or storage of data, and

(b) entirely transmitted, conveyed and received by wire, by radio, by optical means or by other electromagnetic means.

References to electronic means have a corresponding meaning.

(5) A document or information authorised or required to be sent or supplied in electronic form must be sent or supplied in a form, and by a means, that the sender or supplier reasonably considers will enable the recipient—

(a) to read it, and

(b) to retain a copy of it.

(6) For the purposes of this section, a document or information can be read only if—

(a) it can be read with the naked eye, or

(b) to the extent that it consists of images (for example photographs, pictures, maps, plans or drawings), it can be seen with the naked eye.

(7) The provisions of this section apply whether the provision of the Companies Acts in question uses the words “sent” or “supplied” or uses other words (such as “deliver”, “provide”, “produce” or, in the case of a notice, “give”) to refer to the sending or supplying of a document or information.

Dormant companies

1169

(1) For the purposes of the Companies Acts a company is “dormant” during any period in which it has no significant accounting transaction.

(2) A “significant accounting transaction” means a transaction that is required by section 386 to be entered in the company's accounting records.

(3) In determining whether or when a company is dormant, there shall be disregarded—

(a) any transaction arising from the taking of shares in the company by a subscriber to the memorandum as a result of an undertaking of his in connection with the formation of the company;

(b) any transaction consisting of the payment of—

(i) a fee to the registrar on a change of the company's name,

(ii) a fee to the registrar on the re-registration of the company,

(iii) a penalty under section 453 (penalty for failure to file accounts), or

(iv) a fee to the registrar for the registration of a confirmation statement.

(4) Any reference in the Companies Acts to a body corporate other than a company being dormant has a corresponding meaning.

1170

In the Companies Acts—

“ EEA State ” has the meaning given by Schedule 1 to the Interpretation Act 1978;

“ EEA company” and “ EEA undertaking” mean a company or undertaking governed by the law of an EEA State.

1170A

(1) Any reference in the Companies Acts to a receiver or manager of the property of a company, or to a receiver of it, includes a receiver or manager or (as the case may be) a receiver of part only of that property and a receiver only of the income arising from the property or from part of it.

(2) Any reference in the Companies Acts to the appointment of a receiver or manager under powers contained in an instrument includes an appointment made under powers that by virtue of an enactment are implied in and have effect as if contained in an instrument.

Meaning of “contributory”

1170B

(1) In the Companies Acts “ contributory ” means every person liable to contribute to the assets of a company in the event of its being wound up.

(2) For the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, the expression includes any person alleged to be a contributory.

(3) The reference in subsection (1) to persons liable to contribute to the assets does not include a person so liable by virtue of a declaration by the court under—

(a) section 213 of the Insolvency Act 1986 or Article 177 of the Insolvency (Northern Ireland) Order 1989 (fraudulent trading), or

(b) section 214 of that Act or Article 178 of that Order (wrongful trading).

The former Companies Acts

1171

In the Companies Acts—

“the former Companies Acts” means—the Joint Stock Companies Acts, the Companies Act 1862 (c. 89), the Companies (Consolidation) Act 1908 (c. 69), the Companies Act 1929 (c. 23), the Companies Act (Northern Ireland) 1932 (c. 7 (N.I.)), the Companies Acts 1948 to 1983, the Companies Act (Northern Ireland) 1960 (c. 22 (N.I.)), the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) and the Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 (S.I. 1986/1035 (N.I. 9)), andthe provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that are no longer in force;

“the Joint Stock Companies Acts” means the Joint Stock Companies Act 1856 (c. 47), the Joint Stock Companies Acts 1856, 1857 (20 & 21 Vict. c. 14), the Joint Stock Banking Companies Act 1857 (c. 49), and the Act to enable Joint Stock Banking Companies to be formed on the principle of limited liability (1858 c. 91), but does not include the Joint Stock Companies Act 1844 (c. 110).

General

References to requirements of this Act

1172

References in the company law provisions of this Act to the requirements of this Act include the requirements of regulations and orders made under it.

Minor definitions: general

1173

(1) In the Companies Acts—

“the Audit Regulation” means Regulation 537/2014 of the European Parliament and of the Council on specific requirements regarding statutory audit of public interest entities;

“body corporate” and “corporation” include a body incorporated outside the United Kingdom, but do not include—a corporation sole, ora partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed;

“the competent authority” means the Financial Reporting Council Limited;

“credit institution” means a credit institution as defined in Article 4(1)(1) of Regulation ( EU ) No. 575/2013 of the European Parliament and of the Council.

“the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act);

“EU regulated market” has the meaning given in Article 2.1.13B of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;

“financial institution” means a financial institution within the meaning of Article 1.1 of the Council Directive on the obligations of branches established in a Member State of credit and financial institutions having their head offices outside that Member State regarding the publication of annual accounting documents (the Bank Branches Directive, 89/117/EEC);

“firm” means any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association;

“the Gazette” means—as respects companies registered in England and Wales, the London Gazette,as respects companies registered in Scotland, the Edinburgh Gazette, andas respects companies registered in Northern Ireland, the Belfast Gazette;

“hire-purchase agreement” has the same meaning as in the Consumer Credit Act 1974 (c. 39);

“officer”, in relation to a body corporate, includes a director, manager or secretary;

“parent company” means a company that is a parent undertaking (see section 1162 and Schedule 7);

“regulated activity” has the meaning given in section 22 of the Financial Services and Markets Act 2000 (c. 8);

“regulated market” has the meaning given in Article 2.1.13 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012; ;

“transferable securities” has the meaning given by Article 2.1.24 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;

“UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;

“working day”, in relation to a company, means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 (c. 80) in the part of the United Kingdom where the company is registered.

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

Index of defined expressions

1174

Schedule 8 contains an index of provisions defining or otherwise explaining expressions used in the Companies Acts.

Part 39 — Companies: minor amendments

Removal of special provisions about accounts and audit of charitable companies

1175

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

Power of Secretary of State to bring civil proceedings on company's behalf

1176

(1) Section 438 of the Companies Act 1985 (power of Secretary of State to bring civil proceedings on company's behalf) shall cease to have effect.

(2) In section 439 of that Act (expenses of investigating company's affairs)—

(a) in subsection (2) omit “, or is ordered to pay the whole or any part of the costs of proceedings brought under section 438,”;

(b) omit subsections (3) and (7) (which relate to section 438);

(i) for “subsections (2) and (3)” substitute “ subsection (2) ”, and

(ii) omit “; and any such liability imposed by subsection (2) is (subject as mentioned above) a liability also to indemnify all persons against liability under subsection (3)”.

(3) In section 453(1A) of that Act (investigation of overseas companies: provisions not applicable), omit paragraph (b) (which relates to section 438).

(4) Nothing in this section affects proceedings brought under section 438 before the commencement of this section.

Repeal of certain provisions about company directors

1177

The following provisions of Part 10 of the Companies Act 1985 shall cease to have effect—

section 311 (prohibition on tax-free payments to directors);

sections 323 and 327 (prohibition on directors dealing in share options);

sections 324 to 326 and 328 to 329, and Parts 2 to 4 of Schedule 13 (register of directors' interests);

sections 343 and 344 (special procedure for disclosure by banks).

Repeal of requirement that certain companies publish periodical statement

1178

The following provisions shall cease to have effect—

section 720 of the Companies Act 1985 (c. 6) (certain companies to publish periodical statement), and

Schedule 23 to that Act (form of statement under section 720).

Repeal of requirement that Secretary of State prepare annual report

1179

Section 729 of the Companies Act 1985 (annual report to Parliament by Secretary of State on matters within the Companies Acts) shall cease to have effect.

Repeal of certain provisions about company charges

1180

Part 4 of the Companies Act 1989 (c. 40) (registration of company charges), which has not been brought into force, is repealed.

Access to constitutional documents of RTE and RTM companies

1181

(1) The Secretary of State may by order—

(a) amend Chapter 1 of Part 1 of the Leasehold Reform, Housing and Urban Development Act 1993 (c. 28) for the purpose of facilitating access to the provisions of the articles or any other constitutional document of RTE companies;

(b) amend Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 2002 (c. 15) (leasehold reform) for the purpose of facilitating access to the provisions of the articles or any other constitutional document of RTM companies.

(2) References in subsection (1) to provisions of a company's articles or any other constitutional document include any provisions included in those documents by virtue of any enactment.

(3) An order under this section is subject to negative resolution procedure.

(4) In this section—

“RTE companies” has the same meaning as in Chapter 1 of Part 1 of the Leasehold Reform, Housing and Urban Development Act 1993;

“RTM companies” has the same meaning as in Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 2002.

Part 40 — Company directors: foreign disqualification etc

Introductory

Persons subject to foreign restrictions

1182

(1) This section defines what is meant by references in this Part to a person being subject to foreign restrictions.

(2) A person is subject to foreign restrictions if under the law of a country or territory outside the United Kingdom—

(a) he is, by reason of misconduct or unfitness, disqualified to any extent from acting in connection with the affairs of a company,

(b) he is, by reason of misconduct or unfitness, required—

(i) to obtain permission from a court or other authority, or

(ii) to meet any other condition,

before acting in connection with the affairs of a company, or

(c) he has, by reason of misconduct or unfitness, given undertakings to a court or other authority of a country or territory outside the United Kingdom—

(i) not to act in connection with the affairs of a company, or

(ii) restricting the extent to which, or the way in which, he may do so.

(3) The references in subsection (2) to acting in connection with the affairs of a company are to doing any of the following—

(a) being a director of a company,

(b) acting as receiver of a company's property, or

(4) In this section—

(a) “company” means a company incorporated or formed under the law of the country or territory in question, and

(b) in relation to such a company—

“director” means the holder of an office corresponding to that of director of a UK company; and

“receiver” includes any corresponding officer under the law of that country or territory.

Meaning of “the court” and “UK company”

1183

In this Part—

“the court” means—in England and Wales, the High Court or the county court;in Scotland, the Court of Session or the sheriff court;in Northern Ireland, the High Court;

“UK company” means a company registered under this Act.

Power to disqualify

Disqualification of persons subject to foreign restrictions

1184

(1) The Secretary of State may make provision by regulations disqualifying a person subject to foreign restrictions from—

(a) being a director of a UK company,

(b) acting as receiver of a UK company's property, or

(c) in any way, whether directly or indirectly, being concerned or taking part in the promotion, formation or management of a UK company.

(2) The regulations may provide that a person subject to foreign restrictions—

(a) is disqualified automatically by virtue of the regulations, or

(b) may be disqualified by order of the court on the application of the Secretary of State.

(3) The regulations may provide that the Secretary of State may accept an undertaking (a “disqualification undertaking”) from a person subject to foreign restrictions that he will not do anything which would be in breach of a disqualification under subsection (1).

(4) In this Part—

(a) a “person disqualified under this Part” is a person—

(i) disqualified as mentioned in subsection (2)(a) or (b), or

(ii) who has given and is subject to a disqualification undertaking;

(b) references to a breach of a disqualification include a breach of a disqualification undertaking.

(5) The regulations may provide for applications to the court by persons disqualified under this Part for permission to act in a way which would otherwise be in breach of the disqualification.

(6) The regulations must provide that a person ceases to be disqualified under this Part on his ceasing to be subject to foreign restrictions.

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

Disqualification regulations: supplementary

1185

(1) Regulations under section 1184 may make different provision for different cases and may in particular distinguish between cases by reference to—

(a) the conduct on the basis of which the person became subject to foreign restrictions;

(b) the nature of the foreign restrictions;

(2) Regulations under section 1184(2)(b) or (5) (provision for applications to the court)—

(a) must specify the grounds on which an application may be made;

(b) may specify factors to which the court shall have regard in determining an application.

(3) The regulations may, in particular, require the court to have regard to the following factors—

(a) whether the conduct on the basis of which the person became subject to foreign restrictions would, if done in relation to a UK company, have led a court to make a disqualification order on an application under the Company Directors Disqualification Act 1986 (c. 46) or the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4));

(b) in a case in which the conduct on the basis of which the person became subject to foreign restrictions would not be unlawful if done in relation to a UK company, the fact that the person acted unlawfully under foreign law;

(d) whether the person's activities (or proposed activities) in relation to UK companies are undertaken (or are proposed to be undertaken) outside the United Kingdom.

(4) Regulations under section 1184(3) (provision as to undertakings given to the Secretary of State) may include provision allowing the Secretary of State, in determining whether to accept an undertaking, to take into account matters other than criminal convictions notwithstanding that the person may be criminally liable in respect of those matters.

(5) Regulations under section 1184(5) (provision for application to court for permission to act) may include provision—

(a) entitling the Secretary of State to be represented at the hearing of the application, and

(b) as to the giving of evidence or the calling of witnesses by the Secretary of State at the hearing of the application.

Offence of breach of disqualification

1186

(1) Regulations under section 1184 may provide that a person disqualified under this Part who acts in breach of the disqualification commits an offence.

(2) The regulations may provide that a person guilty of such an offence is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or to a fine not exceeding the statutory maximum (or both);

(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

(3) In relation to an offence committed before 2 May 2022, for “the general limit in a magistrates’ court” in subsection (2)(b)(i) substitute “ six months ”.

Power to make persons liable for company's debts

Personal liability for debts of company

1187

(1) The Secretary of State may provide by regulations that a person who, at a time when he is subject to foreign restrictions—

(a) is a director of a UK company, or

(b) is involved in the management of a UK company,

is personally responsible for all debts and other liabilities of the company incurred during that time.

(2) A person who is personally responsible by virtue of this section for debts and other liabilities of a company is jointly and severally liable in respect of those debts and liabilities with—

(a) the company, and

(b) any other person who (whether by virtue of this section or otherwise) is so liable.

(3) For the purposes of this section a person is involved in the management of a company if he is concerned, whether directly or indirectly, or takes part, in the management of the company.

(4) The regulations may make different provision for different cases and may in particular distinguish between cases by reference to—

(a) the conduct on the basis of which the person became subject to foreign restrictions;

(b) the nature of the foreign restrictions;

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

Power to require statements to be sent to the registrar of companies

Statements from persons subject to foreign restrictions

1188

(1) The Secretary of State may make provision by regulations requiring a person who—

(a) is subject to foreign restrictions, and

(b) is not disqualified under this Part,

to send a statement to the registrar if he does anything that, if done by a person disqualified under this Part, would be in breach of the disqualification.

(2) The statement must include such information as may be specified in the regulations relating to—

(a) the person's activities in relation to UK companies, and

(b) the foreign restrictions to which the person is subject.

(3) The statement must be sent to the registrar within such period as may be specified in the regulations.

(4) The regulations may make different provision for different cases and may in particular distinguish between cases by reference to—

(a) the conduct on the basis of which the person became subject to foreign restrictions;

(b) the nature of the foreign restrictions;

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

Statements from persons disqualified

1189

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

Statements: whether to be made public

1190

(1) Regulations under section 1188 ... (statements required to be sent to registrar) may provide that a statement sent to the registrar of companies under the regulations is to be treated as a record relating to a company for the purposes of section 1080 (the companies register).

(2) The regulations may make provision as to the circumstances in which such a statement is to be, or may be—

(a) withheld from public inspection, or

(b) removed from the register.

(3) The regulations may, in particular, provide that a statement is not to be withheld from public inspection or removed from the register unless the person to whom it relates provides such information, and satisfies such other conditions, as may be specified.

(4) The regulations may provide that section 1081 (note of removal of material from the register) does not apply, or applies with such modifications as may be specified, in the case of material removed from the register under the regulations.

(5) In this section “specified” means specified in the regulations.

Offences

1191

(1) Regulations under section 1188 ... may provide that it is an offence for a person—

(a) to fail to comply with a requirement under the regulations to send a statement to the registrar;

(b) knowingly or recklessly to send a statement under the regulations to the registrar that is misleading, false or deceptive in a material particular.

(2) The regulations may provide that a person guilty of such an offence is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or to a fine not exceeding the statutory maximum (or both);

(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

(3) In relation to an offence committed before 2 May 2022, for “the general limit in a magistrates’ court” in subsection (2)(b)(i) substitute “ six months ”.

Part 41 — Business names

Chapter 1 — Restricted or prohibited names

Introductory

Application of this Chapter

1192

(1) Subject to any express provision to the contrary, this Chapter applies to any person carrying on business in the United Kingdom.

(2) The provisions of this Chapter do not prevent—

(a) an individual carrying on business under a name consisting of his surname without any addition other than a permitted addition, or

(b) individuals carrying on business in partnership under a name consisting of the surnames of all the partners without any addition other than a permitted addition.

(3) The following are the permitted additions—

(a) in the case of an individual, his forename or initial;

(b) in the case of a partnership—

(i) the forenames of individual partners or the initials of those forenames, or

(ii) where two or more individual partners have the same surname, the addition of “s” at the end of that surname;

(c) in either case, an addition merely indicating that the business is carried on in succession to a former owner of the business.

Sensitive words or expressions

Name suggesting connection with government or public authority

1193

(1) A person must not, without the approval of the Secretary of State, carry on business in the United Kingdom under a name that would be likely to give the impression that the business is connected with—

(a) Her Majesty's Government, any part of the Scottish administration , the Welsh Assembly Government or Her Majesty's Government in Northern Ireland,

(b) any local authority, or

(2) For the purposes of this section—

“local authority” means—a local authority within the meaning of the Local Government Act 1972 (c. 70), the Common Council of the City of London or the Council of the Isles of Scilly,a council constituted under section 2 of the Local Government etc. (Scotland) Act 1994 (c. 39), ora district council in Northern Ireland;

“public authority” includes any person or body having functions of a public nature.

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

(4) A person who contravenes this section commits an offence.

(5) Where an offence under this section is committed by a body corporate, an offence is also committed by every officer of the body who is in default.

(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Other sensitive words or expressions

1194

(1) A person must not, without the approval of the Secretary of State, carry on business in the United Kingdom under a name that includes a word or expression for the time being specified in regulations made by the Secretary of State under this section.

(2) Regulations under this section are subject to approval after being made.

(3) A person who contravenes this section commits an offence.

(4) Where an offence under this section is committed by a body corporate, an offence is also committed by every officer of the body who is in default.

(5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Requirement to seek comments of government department or other relevant body

1195

(1) The Secretary of State may by regulations under—

(a) section 1193 (name suggesting connection with government or public authority), or

(b) section 1194 (other sensitive words or expressions),

require that, in connection with an application for the approval of the Secretary of State under that section, the applicant must seek the view of a specified Government department or other body.

(2) Where such a requirement applies, the applicant must request the specified department or other body (in writing) to indicate whether (and if so why) it has any objections to the proposed name.

(3) He must submit to the Secretary of State a statement that such a request has been made and a copy of any response received from the specified body.

(4) If these requirements are not complied with, the Secretary of State may refuse to consider the application for approval.

(5) In this section “specified” means specified in the regulations.

Withdrawal of Secretary of State's approval

1196

(1) This section applies to approval given for the purposes of—

section 1193 (name suggesting connection with government or public authority), or

section 1194 (other sensitive words or expressions).

(2) If it appears to the Secretary of State that there are overriding considerations of public policy that require such approval to be withdrawn, the approval may be withdrawn by notice in writing given to the person concerned.

(3) The notice must state the date as from which approval is withdrawn.

Names suggesting connection with foreign governments etc

1196A

(1) A person must not carry on business in the United Kingdom under a name that would be likely to give the false impression that the business is connected with—

(a) a foreign government or an agency or authority of a foreign government, or

(b) an international organisation whose members include two or more countries or territories (or their governments).

(2) A person who contravenes this section commits an offence.

(3) Where an offence under this section is committed by a body corporate, an offence is also committed by every officer of the body who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Misleading names

Name containing inappropriate indication of company type or legal form

1197

(1) The Secretary of State may make provision by regulations prohibiting a person from carrying on business in the United Kingdom under a name consisting of or containing specified words, expressions or other indications—

(a) that are associated with a particular type of company or form of organisation, or

(b) that are similar to words, expressions or other indications associated with a particular type of company or form of organisation.

(2) The regulations may prohibit the use of words, expressions or other indications—

(a) in a specified part, or otherwise than in a specified part, of a name;

(b) in conjunction with, or otherwise than in conjunction with, such other words, expressions or indications as may be specified.

(3) In this section “specified” means specified in the regulations.

(4) Regulations under this section are subject to negative resolution procedure.

(5) A person who uses a name in contravention of regulations under this section commits an offence.

(6) Where an offence under this section is committed by a body corporate, an offence is also committed by every officer of the body who is in default.

(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Name giving misleading indication of activities

1198

(1) A person must not carry on business in the United Kingdom under a name that gives so misleading an indication of the nature of the activities of the business as to pose a risk of harm to the public in the United Kingdom or elsewhere.

(2) A person who uses a name in contravention of this section commits an offence.

(3) Where an offence under this section is committed by a body corporate, an offence is also committed by every officer of the body who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Restrictions where a company has been required to change a name

Name that a company has been required to change

1198A

(1) Where a relevant direction has been given to a company to change its name, or it has been ordered under section 73 to change its name, the company must not carry on business in the United Kingdom under the name that it was directed or ordered to change, except as mentioned in subsection (2).

(2) Subsection (1) does not prevent the use by a company of a name if—

(a) the period for complying with the direction or order has not yet expired,

(b) the company complied with the direction or order and has since become registered with the name again following approval given under section 57B, or

(c) the direction was given, or the order was made, before section 25 of the Economic Crime and Corporate Transparency Act 2023 came fully into force.

(3) If a company uses a name in contravention of this section an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(5) In this section—

“company” includes an overseas company;

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Companies Act 2006

Regulations about inspection of records and provision of copies

1137

Duty to take precautions against falsification

1138

Service addresses

Service of documents on company

1139

Service of documents on directors, secretaries and others

1140

Service addresses

1141

Requirement to give service address

1142

Sending or supplying documents or information

The company communications provisions

1143

Sending or supplying documents or information

1144

Right to hard copy version

1145

Requirement of authentication

1146

Deemed delivery of documents and information

1147

Interpretation of company communications provisions

1148

Requirements as to independent valuation

Application of valuation requirements

1149

Valuation by qualified independent person

1150

The independence requirement

1151

Meaning of “associate”

1152

Valuer entitled to full disclosure

1153

Notice of appointment of certain officers

Duty to notify registrar of certain appointments etc

1154

Offence of failure to give notice

1155

Courts and legal proceedings

Meaning of “the court”

1156

Power of court to grant relief in certain cases

1157

Part 38 — Companies: interpretation

Meaning of “UK-registered company”

Meaning of “UK-registered company”

1158

Meaning of “subsidiary” and related expressions

Meaning of “subsidiary” etc

1159

Meaning of “subsidiary” etc: power to amend

1160

Meaning of “undertaking” and related expressions

Meaning of “undertaking” and related expressions

1161

Parent and subsidiary undertakings

1162

Other definitions

“Non-cash asset”

1163

Meaning of “banking company” and “banking group”

1164

Meaning of “insurance company” and related expressions

1165

“Employees' share scheme”

1166

Meaning of “prescribed”

1167

Hard copy and electronic form and related expressions

1168

Dormant companies

1169

Meaning of “EEA State” and related expressions

1170

Receiver or manager and certain related references