Small Business, Enterprise and Employment Act 2015

(853A) (1) Every company must, before the end of the period of 14 days after the end of each review period, deliver to the registrar— (a) such information as is necessary to ensure that the company is able to make the statement referred to in paragraph (b), and (b) a statement (a “confirmation statement”) confirming that all information required to be delivered by the company to the registrar in relation to the confirmation period concerned under any duty mentioned in subsection (2) either— (i) has been delivered, or (ii) is being delivered at the same time as the confirmation statement. (2) The duties are— (a) any duty to notify a relevant event (see section 853B); (b) any duty under sections 853C to 853I. (3) In this Part “confirmation period”— (a) in relation to a company's first confirmation statement, means the period beginning with the day of the company's incorporation and ending with the date specified in the statement (“the confirmation date”); (b) in relation to any other confirmation statement of a company, means the period beginning with the day after the confirmation date of the last such statement and ending with the confirmation date of the confirmation statement concerned. (4) The confirmation date of a confirmation statement must be no later than the last day of the review period concerned. (5) For the purposes of this Part, each of the following is a review period— (a) the period of 12 months beginning with the day of the company's incorporation; (b) each period of 12 months beginning with the day after the end of the previous review period. (6) But where a company delivers a confirmation statement with a confirmation date which is earlier than the last day of the review period concerned, the next review period is the period of 12 months beginning with the day after the confirmation date. (7) For the purpose of making a confirmation statement, a company is entitled to assume that any information has been properly delivered to the registrar if it has been delivered within the period of 5 days ending with the date on which the statement is delivered. (8) But subsection (7) does not apply in a case where the company has received notice from the registrar that such information has not been properly delivered. (853B) The following duties are duties to notify a relevant event— (a) the duty to give notice of a change in the address of the company's registered office (see section 87); (b) in the case of a company in respect of which an election is in force under section 128B (election to keep membership information on central register), the duty to deliver anything as mentioned in section 128E; (c) the duty to give notice of a change as mentioned in section 167 (change in directors or in particulars required to be included in register of directors or register of directors' residential addresses); (d) in the case of a company in respect of which an election is in force under section 167A (election to keep information in register of directors or register of directors' residential addresses on central register), the duty to deliver anything as mentioned in section 167D; (e) in the case of a private company with a secretary or a public company, the duty to give notice of a change as mentioned in section 276 (change in secretary or joint secretaries or in particulars required to be included in register of secretaries); (f) in the case of a private company with a secretary in respect of which an election is in force under section 279A (election to keep information in register of secretaries on central register), the duty to deliver anything as mentioned in section 279D; (g) in the case of a company in respect of which an election is in force under section 790X (election to keep information in PSC register on central register), the duty to deliver anything as mentioned in section 790ZA; (h) in the case of a company which, in accordance with regulations under section 1136, keeps any company records at a place other than its registered office, any duty under the regulations to give notice of a change in the address of that place. (853C) (1) This section applies where— (a) a company makes a confirmation statement, and (b) there has been a change in the company's principal business activities during the confirmation period concerned. (2) The company must give notice to the registrar of the change at the same time as it delivers the confirmation statement. (3) The information as to the company's new principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities. (853D) (1) This section applies where a company having a share capital makes a confirmation statement. (2) The company must deliver a statement of capital to the registrar at the same time as it delivers the confirmation statement. (3) Subsection (2) does not apply if there has been no change in any of the matters required to be dealt with by the statement of capital since the last such statement was delivered to the registrar. (4) The statement of capital must state with respect to the company's share capital at the confirmation date— (a) the total number of shares of the company, (b) the aggregate nominal value of those shares, (c) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and (d) 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. (853E) (1) This section applies where a company having a share capital makes a confirmation statement. (2) The company must deliver to the registrar a statement dealing with the matters mentioned in subsection (4) at the same time as it delivers the confirmation statement. (3) Subsection (2) does not apply if and to the extent that the last statement delivered to the registrar under this section applies equally to the confirmation period concerned. (4) The matters are— (a) whether any of the company's shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom, and (b) if so, whether both of the conditions mentioned in subsection (5) were satisfied throughout the confirmation period concerned. (5) The conditions are that— (a) there were shares of the company which were shares admitted to trading on a relevant market; (b) the company was a DTR5 issuer. (6) In this Part— - “DTR5 issuer” means an issuer to which Chapter 5 of the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (as amended or replaced from time to time) applies; - “relevant market” means any of the markets mentioned in article 4(1) of the Financial Services and Markets Act 2000 (Prescribed Markets and Qualifying Investments) Order 2001. (853F) (1) This section applies where— (a) a non-traded company makes a confirmation statement, and (b) there is no election in force under section 128B in respect of the company. (2) A “non-traded company” is a company none of whose shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom. (3) The company must deliver the information falling within subsection (5) to the registrar at the same time as it delivers the confirmation statement. (4) Subsection (3) does not apply if and to the extent that the information most recently delivered to the registrar under this section applies equally to the confirmation period concerned. (5) The information is— (a) the name (as it appears in the company's register of members) of every person who was at any time during the confirmation period a member of the company, (b) the number of shares of each class held at the end of the confirmation date concerned by each person who was a member of the company at that time, (c) the number of shares of each class transferred during the confirmation period concerned by or to each person who was a member of the company at any time during that period, and (d) the dates of registration of those transfers. (6) The registrar may impose requirements about the form in which information of the kind mentioned in subsection (5)(a) is delivered for the purpose of enabling the entries on the register relating to any given person to be easily found. (853G) (1) This section applies where a traded company makes a confirmation statement. (2) A “traded company” is a company any of whose shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom. (3) But a company is not a traded company if throughout the confirmation period concerned— (a) there were shares of the company which were shares admitted to trading on a relevant market, and (b) the company was a DTR5 issuer. (4) The company must deliver the information falling within subsection (6) to the registrar at the same time as it delivers the confirmation statement. (5) Subsection (4) does not apply if and to the extent the information most recently delivered to the registrar under this section applies equally to the confirmation period concerned. (6) The information is— (a) the name and address (as they appear in the company's register of members) of each person who, at the end of the confirmation date concerned, held at least 5% of the issued shares of any class of the company, and (b) the number of shares of each class held by each such person at that time. (853H) (1) This section applies where a company— (a) which is not a DTR5 issuer, and (b) to which Part 21A does not apply (information about people with significant control, see section 790B), makes a confirmation statement. (2) The company must deliver to the registrar a statement of the fact that it is a company to which Part 21A does not apply at the same time as it delivers the confirmation statement. (3) Subsection (2) does not apply if the last statement delivered to the registrar under this section applies equally to the confirmation period concerned. (853I) (1) This section applies where— (a) a company to which Part 21A (information about people with significant control) applies makes a confirmation statement, and (b) there is no election in force under section 790X in respect of the company. (2) The company must deliver the information stated in its PSC register to the registrar at the same time as it delivers the confirmation statement. (3) Subsection (2) does not apply if and to the extent that the information most recently delivered to the registrar under this section applies equally to the confirmation period concerned. (4) “PSC register” has the same meaning as in Part 21A (see section 790C). (853J) (1) The Secretary of State may by regulations make provision about the duties on a company in relation to the delivery of information falling within section 853E(4), 853F(5), 853G(6), 853H(2) or 853I(2) (referred to in this section as “relevant information”). (2) The regulations may, in particular, make provision requiring relevant information to be delivered— (a) on such occasions as may be prescribed; (b) at such intervals as may be prescribed. (3) The regulations may amend or repeal the provisions of sections 853A, 853B and 853E to 853I. (4) The regulations may provide— (a) that where a company fails to comply with any duty to deliver relevant information an offence is committed by— (i) the company, (ii) every director of the company, (iii) in the case of a private company with a secretary or a public company, every secretary of the company, and (iv) every other officer of the company who is in default; (b) that a person guilty of such an offence is liable on summary conviction— (i) in England and Wales, to a fine and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale; (ii) in Scotland or Northern Ireland, 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; (c) that, in the case of continued contravention, an offence is also committed by every officer of the company who did not commit an offence under provision made under paragraph (a) in relation to the initial contravention but who is in default in relation to the continued contravention; (d) that a person guilty of such an offence is liable on summary conviction— (i) in England and Wales, to a fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale for each day on which the contravention continues and the person is in default; (ii) in Scotland or Northern Ireland, to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and the person is in default. (5) The regulations may provide that, for the purposes of any provision made under subsection (4), a shadow director is to be treated as a director. (6) Regulations under this section are subject to affirmative resolution procedure. (853K) (1) The Secretary of State may by regulations make further provision as to the duties to deliver information to the registrar to which a confirmation statement is to relate. (2) The regulations may— (a) amend or repeal the provisions of sections 853A to 853I, and (b) provide for exceptions from the requirements of those sections as they have effect from time to time. (3) Regulations under this section which provide that a confirmation statement must relate to a duty to deliver information not for the time being mentioned in section 853A(2) are subject to affirmative resolution procedure. (4) Any other regulations under this section are subject to negative resolution procedure. (853L) (1) If a company fails to deliver a confirmation statement before the end of the period of 14 days after the end of a review period an offence is committed by— (a) the company, (b) every director of the company, (c) in the case of a private company with a secretary or a public company, every secretary of the company, and (d) every other officer of the company who is in default. For this purpose a shadow director is treated as a director. (2) A person guilty of an offence under subsection (1) is liable on summary conviction— (a) in England and Wales to a fine, and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale; (b) in Scotland or Northern Ireland, 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. (3) The contravention continues until such time as a confirmation statement specifying a confirmation date no later than the last day of the review period concerned is delivered by the company to the registrar. (4) It is a defence for a director or secretary charged with an offence under subsection (1)(b) or (c) to prove that the person took all reasonable steps to avoid the commission or continuation of the offence. (5) In the case of continued contravention, an offence is also committed by every officer of the company who did not commit an offence under subsection (1) in relation to the initial contravention but who is in default in relation to the continued contravention. (6) A person guilty of an offence under subsection (5) is liable on summary conviction— (a) in England and Wales, to a fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale for each day on which the contravention continues and the person is in default; (b) in Scotland or Northern Ireland, to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and the person is in default.

Section 92: related amendments

93

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 9 (registration documents), in subsection (5)—

• (a) omit the “and” after paragraph (a), and

• (b) after paragraph (b) insert

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

• (3) Also in section 9, after subsection (5) insert—

(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.

• (4) In section 108 (statement of capital required where company re-registering as a limited company already has share capital), in subsection (2), for paragraph (b) substitute—

(b) (if different) the last statement of capital sent by the company.

• (5) In section 1078 (documents subject to Directive disclosure requirements), in subsection (2)—

• (a) for the heading “Accounts, reports and returns” substitute “ Accounts and reports etc ”, and

• (b) under that heading, for “The company's annual return” substitute “ Any confirmation statement delivered by the company under section 853A. ”

• (6) In section 1169 (dormant companies), in subsection (3)(b)(iv), for “an annual return” substitute “ a confirmation statement ”.

• (7) In Schedule 8 (index of defined expressions)—

• (a) omit the entries for “annual return”, “non-traded company” and “return period”, and

• (b) in the appropriate places insert—

confirmation date (in Part 24)	section 853A(3)

,

confirmation period (in Part 24)	section 853A(3)

,

confirmation statement	section 853A(1)

,

DTR5 issuer (in Part 24)	section 853E(6)

,

relevant market (in Part 24)	section 853E(6)

, and

review period (in Part 24)	section 853A(5) and (6)

.

Additional information on the register

Option for companies to keep information on central register

94

Schedule 5 amends the Companies Act 2006 to give private companies the option of keeping certain information on the register kept by the registrar instead of keeping it on their own registers.

Recording of optional information on register

95

• (1) After section 1084 of the Companies Act 2006 insert—

(1084A) (1) The Secretary of State may make provision by regulations authorising a company or other body to deliver optional information of a prescribed description to the registrar. (2) In this section “optional information”, in relation to a company or other body, means information about the company or body which, but for the regulations, the company or body would not be obliged or authorised under any enactment to deliver to the registrar. (3) The regulations may, in particular, include provision— (a) imposing requirements on a company or other body in relation to keeping any of its optional information recorded on the register up to date; (b) about the consequences of a company or other body failing to do so. (4) Regulations under this section are subject to affirmative resolution procedure.

• (2) In section 1059A of that Act (scheme of Part 35), in subsection (2), after the entry in the list for section 1083 insert— “ section 1084A (recording optional information on register), ”.

Information about dates of birth

Protection of information about a person’s date of birth

96

• (1) Part 35 of the Companies Act 2006 (the registrar of companies) is amended as follows.

• (2) In section 1087 (material not available for public inspection), in subsection (1), after paragraph (d) insert—

(da) information falling within section 1087A(1) (information about a person's date of birth);

.

• (3) After that section insert—

(1087A) (1) Information falls within this subsection at any time (“the relevant time”) if— (a) it is DOB information, (b) it is contained in a document delivered to the registrar that is protected at the relevant time as regards that information, (c) the document is one in which such information is required to be stated, and (d) if the document has more than one part, the part in which the information is contained is a part in which such information is required to be stated. (2) “DOB information” is information as to the day of the month (but not the month or year) on which a relevant person was born. (3) A “relevant person” is an individual— (a) who is a director of a company, or (b) whose particulars are stated in a company's PSC register as a registrable person in relation to that company (see Part 21A). (4) A document delivered to the registrar is “protected” at any time unless— (a) it is an election period document, (b) subsection (7) applies to it at the time, or (c) it was registered before this section comes into force. (5) As regards DOB information about a relevant person in his or her capacity as a director of the company, each of the following is an “election period document”— (a) a statement of the company's proposed officers delivered under section 9 in circumstances where the subscribers gave notice of election under section 167A (election to keep information on central register) in respect of the company's register of directors when the statement was delivered; (b) a document delivered by the company under section 167D (duty to notify registrar of changes while election in force). (6) As regards DOB information about a relevant person in his or her capacity as someone whose particulars are stated in the company's PSC register, each of the following is an “election period document”— (a) a statement of initial significant control delivered under section 9 in circumstances where the subscribers gave notice of election under section 790X in respect of the company when the statement was delivered; (b) a document containing a statement or updated statement delivered by the company under section 790X(6)(b) or (7) (statement accompanying notice of election made after incorporation); (c) a document delivered by the company under section 790ZA (duty to notify registrar of changes while election in force). (7) This subsection applies to a document if— (a) the DOB information relates to the relevant person in his or her capacity as a director of the company, (b) an election under section 167A is or has previously been in force in respect of the company's register of directors, (c) the document was delivered to the registrar at some point before that election took effect, (d) the relevant person was a director of the company when that election took effect, and (e) the document was either— (i) a statement of proposed officers delivered under section 9 naming the relevant person as someone who was to be a director of the company, or (ii) notice given under section 167 of the relevant person having become a director of the company. (8) Information about a person does not cease to fall within subsection (1) when he or she ceases to be a relevant person and, to that extent, references in this section to a relevant person include someone who used to be a relevant person. (9) Nothing in subsection (1) obliges the registrar to check other documents or (as the case may be) other parts of the document to ensure the absence of DOB information. (1087B) (1) The registrar must not disclose restricted DOB information unless— (a) the same information about the relevant person (whether in the same or a different capacity) is made available by the registrar for public inspection as a result of being contained in another description of document in relation to which no restriction under section 1087 applies (see subsection (2) of that section), or (b) disclosure of the information by the registrar is permitted by subsection (2) or another provision of this Act. (2) The registrar may disclose restricted DOB information— (a) to a public authority specified for the purposes of this subsection by regulations made by the Secretary of State, or (b) to a credit reference agency. (3) Subsections (3) to (8) of section 243 (permitted use or disclosure of directors' residential addresses etc by the registrar) apply for the purposes of subsection (2) as for the purposes of that section (reading references there to protected information as references to restricted DOB information). (4) This section does not apply to restricted DOB information about a relevant person in his or her capacity as someone whose particulars are stated in the company's PSC register if an application under regulations made under section 790ZG (regulations for protecting PSC particulars) has been granted with respect to that information and not been revoked. (5) “Restricted DOB information” means information falling within section 1087A(1).

Statements of capital etc

Contents of statements of capital

97

Schedule 6 amends the Companies Act 2006 to alter the content of statements of capital required under various provisions of that Act.

Public companies: information about aggregate amount paid up on shares

98

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 94 (application for re-registration as a public company), in subsection (2)—

• (a) omit the “and” at the end of paragraph (c), and

• (b) after paragraph (d) insert

; and (e) a statement of the aggregate amount paid up on the shares of the company on account of their nominal value.

• (3) In section 762 (procedure for a public company to obtain a trading certificate), in subsection (1)—

• (a) omit the “and” at the end of paragraph (c), and

• (b) after paragraph (d), insert

, and (e) be accompanied by a statement of the aggregate amount paid up on the shares of the company on account of their nominal value.

• (4) In section 1078 (documents subject to Directive disclosure requirements)—

• (a) in subsection (3), under the heading “Share capital”, after the entry numbered 11 insert—

(12) Any statement delivered under section 762(1)(e) (statement of the aggregate amount paid up on shares on account of their nominal value).

, and

• (b) after subsection (3) insert—

(3A) In the case of a private company which applies to re-register as a public company, the statement delivered under section 94(2)(e) (statement of the aggregate amount paid up on shares on account of their nominal value).

Registered office disputes

Address of company registered office

99

• (1) After section 1097 of the Companies Act 2006 insert—

(1097A) (1) The Secretary of State may make provision by regulations requiring the registrar, on application, to change the address of a company's registered office if the registrar is satisfied that the company is not authorised to use the address. (2) The applicant and the company must provide such information as the registrar may require for the purposes of determining such an application. (3) The regulations may make provision as to— (a) who may make an application, (b) the information to be included in and documents to accompany an application, (c) the notice to be given of an application and of its outcome, (d) the period in which objections to an application may be made, (e) how an application is to be determined, including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that the company is authorised to use the address, (f) the referral of the application, or any question relating to the application, by the registrar for determination by the court, (g) the registrar requiring a company to provide an address to be the company's registered office, (h) the nomination by the registrar of an address (a “default address”) to be the company's registered office, (i) the effect of the registration of any change. (4) Subject to further provision which may be made by virtue of subsection (3)(i), the change takes effect upon it being registered by the registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the company at the address previously registered. (5) Provision made by virtue of subsection (3)(i) may in particular include provision, in relation to the registration of a default address— (a) for the suspension, for up to 28 days beginning with the date on which it is registered, of duties of the company under this Act relating to the inspection of company records or to the provision, disclosure or display of information, (b) that the default address may not be used for the purpose of keeping the company's registers, indexes or other documents, (c) for there to be no requirement that documents delivered to the default address for the company must be opened, (d) for the collection of such documents by the company, or the forwarding of such documents to the company, (e) for the circumstances in which, and the period of time after which, such documents may be destroyed, (f) about evidence, or descriptions of evidence, that the registrar may require a company to provide if giving notice to the registrar to change the address of its registered office from a default address. (6) The applicant or the company may appeal the outcome of an application under this section to the court. (7) On an appeal, the court must direct the registrar to register such address as the registered office of the company as the court considers appropriate in all the circumstances of the case. (8) The regulations may make further provision about an appeal and in particular— (a) provision about the time within which an appeal must be brought and the grounds on which an appeal may be brought, (b) provision for the suspension, pending the outcome of an appeal, of duties of the company under this Act relating to the inspection of company records or to the provision, disclosure or display of information, (c) further provision about directions by virtue of subsection (7). (9) The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations. (10) Regulations under this section are subject to affirmative resolution procedure.

• (2) In section 1087(1) of that Act (material not available for public inspection), after paragraph (g) insert—

(ga) any application or other document delivered to the registrar under section 1097A (rectification of company registered office) other than an order or direction of the court;

.

Director disputes

Company filing requirements: consent to act as director or secretary

100

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 12 (statement of proposed officers), for the first sentence of subsection (3) substitute—

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.

• (3) In section 95 (statement of proposed secretary), for the first sentence of subsection (3) substitute—

The statement must also include a statement by the company that the person named as secretary, or each of the persons named as joint secretaries, has consented to act in the relevant capacity.

• (4) In section 167 (duty to notify registrar of changes), in subsection (2), for paragraph (b) substitute—

(b) be accompanied by a statement by the company that the person has consented to act in that capacity.

• (5) In section 276 (duty to notify registrar of changes), in subsection (2), for “consent by that person” substitute “ statement by the company that the person has consented ”.

• (6) The amendments made by this section do not apply if the statement of proposed officers, statement of the company's proposed secretary or notice under section 167 or 276 of the Companies Act 2006 was received by the registrar before this section comes into force.

Registrar’s duty to inform new directors of entry in register

101

• (1) In Part 35 of the Companies Act 2006 (the registrar of companies), after section 1079A insert—

(1079B) (1) This section applies whenever the registrar registers either of the following documents— (a) the statement of proposed officers required on formation of a company, or (b) notice under section 167 or 167D of a person having become a director of a company. (2) As soon as reasonably practicable after registering the document, the registrar must notify— (a) in the case of a statement of proposed officers, the person or each person named in the statement as a director of the company, or (b) in the case of a notice under section 167 or 167D, the person named in the document as having become a director of the company. (3) The notice must— (a) state that the person is named in the document as a director of the company, and (b) include such information relating to the office and duties of a director (or such details of where information of that sort can be found) as the Secretary of State may from time to time direct the registrar to include. (4) The notice may be sent in hard copy or electronic form to any address for the person that the registrar has received from either the subscribers or the company.

• (2) The amendment made by this section does not apply if the statement of proposed officers or notice under section 167 or 167D of the Companies Act 2006 was received by the registrar before this section comes into force.

Removal from register of material about directors

102

• (1) In section 1095 of the Companies Act 2006 (rectification of register on application to registrar), after subsection (4) insert—

(4A) Subsections (4B) and (4C) apply, in place of subsection (4), in a case where— (a) the material specified in the application is material naming a person— (i) in a statement of a company's proposed officers as a person who is to be a director of the company, or (ii) in a notice given by a company under section 167 or 167D as a person who has become a director of the company, and (b) the application is made by or on behalf of the person named and is accompanied by a statement that the person did not consent to act as director of the company. (4B) If the company provides the registrar with the necessary evidence within the time required by the regulations, the registrar must not remove the material from the register. (4C) If the company does not provide the registrar with the necessary evidence within that time— (a) the material is conclusively presumed for the purposes of this section to be derived from something that is factually inaccurate, and (b) the registrar must accept the applicant's statement as sufficient evidence that the material should be removed from the register. (4D) “The necessary evidence” is— (a) evidence sufficient to satisfy the registrar that the person did consent to act as director of the company, plus (b) a statement by the company that the evidence provided by it is true and is not misleading or deceptive in any material particular.

• (2) The amendment made by this section does not apply to material contained in a statement of proposed officers or notice given under section 167 or 167D of the Companies Act 2006 if the statement or notice was received by the registrar before this section comes into force.

Accelerated strike-off

Reduction in notice periods etc for striking off companies

103

• (1) Chapter 1 of Part 31 of the Companies Act 2006 (striking off) is amended as follows.

• (2) In section 1000 (power to strike off company not carrying on business or in operation)—

• (a) in subsection (2)—

• (i) for “one month of sending” substitute “ 14 days of sending ”,

• (ii) for “that month” substitute “ that period ”, and

• (iii) in paragraph (b), for “one month” substitute “ 14 days ”, and

• (b) in subsection (3)—

• (i) in paragraph (b), for “one month” substitute “ 14 days ”, and

• (ii) for “three months” substitute “ 2 months ”.

• (3) In section 1001 (duty to act in case of company being wound up), in subsection (1), for “three months” substitute “ 2 months ”.

• (4) In section 1003 (striking off on application by company), in subsection (3), for “three months” substitute “ 2 months ”.

• (5) The amendments made by subsection (2) do not apply in cases where the communication mentioned in section 1000(1) of the Companies Act 2006 has already been sent before this section comes into force.

• (6) The amendment made by subsection (3) does not apply in cases where the notice mentioned in section 1001(1) of that Act has already been published in the Gazette before this section comes into force.

• (7) The amendment made by subsection (4) does not apply in cases where the application under section 1003(1) of that Act has already been made before this section comes into force.

PART 9 — Directors' disqualification etc

New grounds for disqualification

Convictions abroad

104

• (1) After section 5 of the Company Directors Disqualification Act 1986 insert—

(5A) (1) If it appears to the Secretary of State that it is expedient in the public interest that a disqualification order under this section should be made against a person, the Secretary of State may apply to the court for such an order. (2) The court may, on an application under subsection (1), make a disqualification order against a person who has been convicted of a relevant foreign offence. (3) A “relevant foreign offence” is an offence committed outside Great Britain— (a) in connection with— (i) the promotion, formation, management, liquidation or striking off of a company (or any similar procedure), (ii) the receivership of a company's property (or any similar procedure), or (iii) a person being an administrative receiver of a company (or holding a similar position), and (b) which corresponds to an indictable offence under the law of England and Wales or (as the case may be) an indictable offence under the law of Scotland. (4) Where it appears to the Secretary of State that, in the case of a person who has offered to give a disqualification undertaking— (a) the person has been convicted of a relevant foreign offence, and (b) it is expedient in the public interest that the Secretary of State should accept the undertaking (instead of applying, or proceeding with an application, for a disqualification order), the Secretary of State may accept the undertaking. (5) In this section— - “company” includes an overseas company; - “the court” means the High Court or, in Scotland, the Court of Session. (6) The maximum period of disqualification under an order under this section is 15 years.

• (2) Section 5A(2) and (4) of the Company Directors Disqualification Act 1986, as inserted by this section, applies in relation to a conviction of a relevant foreign offence which occurs on or after the day on which this section comes into force regardless of whether the act or omission which constituted the offence occurred before that day.

Persons instructing unfit director

105

After section 8 of the Company Directors Disqualification Act 1986 insert—

(8ZA) (1) The court may make a disqualification order against a person (“P”) if, on an application under section 8ZB, it is satisfied— (a) either— (i) that a disqualification order under section 6 has been made against a person who is or has been a director (but not a shadow director) of a company, or (ii) that the Secretary of State has accepted a disqualification undertaking from such a person under section 7(2A), and (b) that P exercised the requisite amount of influence over the person. That person is referred to in this section as “the main transgressor”. (2) For the purposes of this section, P exercised the requisite amount of influence over the main transgressor if any of the conduct— (a) for which the main transgressor is subject to the order made under section 6, or (b) in relation to which the undertaking was accepted from the main transgressor under section 7(2A), was the result of the main transgressor acting in accordance with P's directions or instructions. (3) But P does not exercise the requisite amount of influence over the main transgressor by reason only that the main transgressor acts on advice given by P in a professional capacity. (4) Under this section the minimum period of disqualification is 2 years and the maximum period is 15 years. (5) In this section and section 8ZB “the court” has the same meaning as in section 6; and subsection (3B) of section 6 applies in relation to proceedings mentioned in subsection (6) below as it applies in relation to proceedings mentioned in section 6(3B)(a) and (b). (6) The proceedings are proceedings— (a) for or in connection with a disqualification order under this section, or (b) in connection with a disqualification undertaking accepted under section 8ZC. (8ZB) (1) If it appears to the Secretary of State that it is expedient in the public interest that a disqualification order should be made against a person under section 8ZA, the Secretary of State may— (a) make an application to the court for such an order, or (b) in a case where an application for an order under section 6 against the main transgressor has been made by the official receiver, direct the official receiver to make such an application. (2) Except with the leave of the court, an application for a disqualification order under section 8ZA must not be made after the end of the period of 3 years beginning with the day on which the company in question became insolvent (within the meaning given by section 6(2)). (3) Subsection (4) of section 7 applies for the purposes of this section as it applies for the purposes of that section. (8ZC) (1) If it appears to the Secretary of State that it is expedient in the public interest to do so, the Secretary of State may accept a disqualification undertaking from a person (“P”) if— (a) any of the following is the case— (i) a disqualification order under section 6 has been made against a person who is or has been a director (but not a shadow director) of a company, (ii) the Secretary of State has accepted a disqualification undertaking from such a person under section 7(2A), or (iii) it appears to the Secretary of State that such an undertaking could be accepted from such a person (if one were offered), and (b) it appears to the Secretary of State that P exercised the requisite amount of influence over the person. That person is referred to in this section as “the main transgressor”. (2) For the purposes of this section, P exercised the requisite amount of influence over the main transgressor if any of the conduct— (a) for which the main transgressor is subject to the disqualification order made under section 6, (b) in relation to which the disqualification undertaking was accepted from the main transgressor under section 7(2A), or (c) which led the Secretary of State to the conclusion set out in subsection (1)(a)(iii), was the result of the main transgressor acting in accordance with P's directions or instructions. (3) But P does not exercise the requisite amount of influence over the main transgressor by reason only that the main transgressor acts on advice given by P in a professional capacity. (4) Subsection (4) of section 7 applies for the purposes of this section as it applies for the purposes of that section. (8ZD) (1) The court may make a disqualification order against a person (“P”) if, on an application under this section, it is satisfied— (a) either— (i) that a disqualification order under section 8 has been made against a person who is or has been a director (but not a shadow director) of a company, or (ii) that the Secretary of State has accepted a disqualification undertaking from such a person under section 8(2A), and (b) that P exercised the requisite amount of influence over the person. That person is referred to in this section as “the main transgressor”. (2) The Secretary of State may make an application to the court for a disqualification order against P under this section if it appears to the Secretary of State that it is expedient in the public interest for such an order to be made. (3) For the purposes of this section, P exercised the requisite amount of influence over the main transgressor if any of the conduct— (a) for which the main transgressor is subject to the order made under section 8, or (b) in relation to which the undertaking was accepted from the main transgressor under section 8(2A), was the result of the main transgressor acting in accordance with P's directions or instructions. (4) But P does not exercise the requisite amount of influence over the main transgressor by reason only that the main transgressor acts on advice given by P in a professional capacity. (5) Under this section the maximum period of disqualification is 15 years. (6) In this section “the court” means the High Court or, in Scotland, the Court of Session. (8ZE) (1) If it appears to the Secretary of State that it is expedient in the public interest to do so, the Secretary of State may accept a disqualification undertaking from a person (“P”) if— (a) any of the following is the case— (i) a disqualification order under section 8 has been made against a person who is or has been a director (but not a shadow director) of a company, (ii) the Secretary of State has accepted a disqualification undertaking from such a person under section 8(2A), or (iii) it appears to the Secretary of State that such an undertaking could be accepted from such a person (if one were offered), and (b) it appears to the Secretary of State that P exercised the requisite amount of influence over the person. That person is referred to in this section as “the main transgressor”. (2) For the purposes of this section, P exercised the requisite amount of influence over the main transgressor if any of the conduct— (a) for which the main transgressor is subject to the disqualification order made under section 8, (b) in relation to which the disqualification undertaking was accepted from the main transgressor under section 8(2A), or (c) which led the Secretary of State to the conclusion set out in subsection (1)(a)(iii), was the result of the main transgressor acting in accordance with P's directions or instructions. (3) But P does not exercise the requisite amount of influence over the main transgressor by reason only that the main transgressor acts on advice given by P in a professional capacity.

Determining unfitness

Determining unfitness and disqualifications: matters to be taken into account

106

• (1) The Company Directors Disqualification Act 1986 is amended as follows.

• (2) In section 6 (duty of court to disqualify unfit directors of insolvent companies)—

• (a) in subsection (1)(b), for “any other company or companies” substitute “ one or more other companies or overseas companies ”,

• (b) after subsection (1) insert—

(1A) In this section references to a person's conduct as a director of any company or overseas company include, where that company or overseas company has become insolvent, references to that person's conduct in relation to any matter connected with or arising out of the insolvency.

,

• (c) in subsection (2), omit the words from “and references” to the end, and

• (d) after subsection (2) insert—

(2A) For the purposes of this section, an overseas company becomes insolvent if the company enters into insolvency proceedings of any description (including interim proceedings) in any jurisdiction.

• (3) In section 8 (disqualification where expedient in public interest)—

• (a) in subsection (2), after “the company” insert “ (either taken alone or taken together with his conduct as a director or shadow director of one or more other companies or overseas companies) ”,

• (b) in subsection (2A)(a), after “shadow director” insert “ (either taken alone or taken together with his conduct as a director or shadow director of one or more other companies or overseas companies) ”, and

• (c) after subsection (2A) insert—

(2B) Subsection (1A) of section 6 applies for the purposes of this section as it applies for the purposes of that section.

• (4) Omit section 9 (matters for determining unfitness of directors).

• (5) After section 12B insert—

(12C) (1) This section applies where a court must determine— (a) whether a person's conduct as a director of one or more companies or overseas companies makes the person unfit to be concerned in the management of a company; (b) whether to exercise any discretion it has to make a disqualification order under any of sections 2 to 4, 5A, 8 or 10; (c) where the court has decided to make a disqualification order under any of those sections or is required to make an order under section 6, what the period of disqualification should be. (2) But this section does not apply where the court in question is one mentioned in section 2(2)(b) or (c). (3) This section also applies where the Secretary of State must determine— (a) whether a person's conduct as a director of one or more companies or overseas companies makes the person unfit to be concerned in the management of a company; (b) whether to exercise any discretion the Secretary of State has to accept a disqualification undertaking under section 5A, 7 or 8. (4) In making any such determination in relation to a person, the court or the Secretary of State must— (a) in every case, have regard in particular to the matters set out in paragraphs 1 to 4 of Schedule 1; (b) in a case where the person concerned is or has been a director of a company or overseas company, also have regard in particular to the matters set out in paragraphs 5 to 7 of that Schedule. (5) In this section “director” includes a shadow director. (6) Subsection (1A) of section 6 applies for the purposes of this section as it applies for the purposes of that section. (7) The Secretary of State may by order modify Schedule 1; and such an order may contain such transitional provision as may appear to the Secretary of State to be necessary or expedient. (8) The power to make an order under this section is exercisable by statutory instrument. (9) An order under this section may not be made unless a draft of the instrument containing it has been laid before, and approved by a resolution of, each House of Parliament.

• (6) For Schedule 1 (matters determining unfitness of directors) substitute—

SCHEDULE 1 (1) The extent to which the person was responsible for the causes of any material contravention by a company or overseas company of any applicable legislative or other requirement. (2) Where applicable, the extent to which the person was responsible for the causes of a company or overseas company becoming insolvent. (3) The frequency of conduct of the person which falls within paragraph 1 or 2. (4) The nature and extent of any loss or harm caused, or any potential loss or harm which could have been caused, by the person's conduct in relation to a company or overseas company. (5) Any misfeasance or breach of any fiduciary duty by the director in relation to a company or overseas company. (6) Any material breach of any legislative or other obligation of the director which applies as a result of being a director of a company or overseas company. (7) The frequency of conduct of the director which falls within paragraph 5 or 6. (8) Subsections (1A) to (2A) of section 6 apply for the purposes of this Schedule as they apply for the purposes of that section. (9) In this Schedule “director” includes a shadow director.

Reports of office-holders on conduct of directors of insolvent companies

107

• (1) The Company Directors Disqualification Act 1986 is amended in accordance with subsections (2) to (4).

• (2) After section 7 insert—

(7A) (1) The office-holder in respect of a company which is insolvent must prepare a report (a “conduct report”) about the conduct of each person who was a director of the company— (a) on the insolvency date, or (b) at any time during the period of 3 years ending with that date. (2) For the purposes of this section a company is insolvent if— (a) the company is in liquidation and at the time it went into liquidation its assets were insufficient for the payment of its debts and other liabilities and the expenses of the winding up, (b) the company has entered administration, or (c) an administrative receiver of the company has been appointed; and subsection (1A) of section 6 applies for the purposes of this section as it applies for the purpose of that section. (3) A conduct report must, in relation to each person, describe any conduct of the person which may assist the Secretary of State in deciding whether to exercise the power under section 7(1) or (2A) in relation to the person. (4) The office-holder must send the conduct report to the Secretary of State before the end of— (a) the period of 3 months beginning with the insolvency date, or (b) such other longer period as the Secretary of State considers appropriate in the particular circumstances. (5) If new information comes to the attention of an office-holder, the office-holder must send that information to the Secretary of State as soon as reasonably practicable. (6) “New information” is information which an office-holder considers should have been included in a conduct report prepared in relation to the company, or would have been so included had it been available before the report was sent. (7) If there is more than one office-holder in respect of a company at any particular time (because the company is insolvent by virtue of falling within more than one paragraph of subsection (2) at that time), subsection (1) applies only to the first of the office-holders to be appointed. (8) In the case of a company which is at different times insolvent by virtue of falling within one or more different paragraphs of subsection (2)— (a) the references in subsection (1) to the insolvency date are to be read as references to the first such date during the period in which the company is insolvent, and (b) subsection (1) does not apply to an office-holder if at any time during the period in which the company is insolvent a conduct report has already been prepared and sent to the Secretary of State. (9) The “office-holder” in respect of a company which is insolvent is— (a) in the case of a company being wound up by the court in England and Wales, the official receiver; (b) in the case of a company being wound up otherwise, the liquidator; (c) in the case of a company in administration, the administrator; (d) in the case of a company of which there is an administrative receiver, the receiver. (10) The “insolvency date”— (a) in the case of a company being wound up by the court, means the date on which the court makes the winding-up order (see section 125 of the Insolvency Act 1986); (b) in the case of a company being wound up by way of a members' voluntary winding up, means the date on which the liquidator forms the opinion that the company will be unable to pay its debts in full (together with interest at the official rate) within the period stated in the directors' declaration of solvency under section 89 of the Insolvency Act 1986; (c) in the case of a company being wound up by way of a creditors' voluntary winding up where no such declaration under section 89 of that Act has been made, means the date of the passing of the resolution for voluntary winding up; (d) in the case of a company which has entered administration, means the date the company did so; (e) in the case of a company in respect of which an administrative receiver has been appointed, means the date of that appointment. (11) For the purposes of subsection (10)(e), any appointment of an administrative receiver to replace an administrative receiver who has died or vacated office pursuant to section 45 of the Insolvency Act 1986 is to be ignored. (12) In this section— - “court” has the same meaning as in section 6; - “director” includes a shadow director.

• (3) In section 7 (disqualification order or undertaking and reporting provisions), omit subsection (3).

• (4) For the heading of section 7 substitute “ Disqualification orders under section 6: applications and acceptance of undertakings ”.

• (5) In consequence of the repeal made by subsection (3), in Schedule 17 to the Enterprise Act 2002, omit paragraph 42.

Director disqualification: other amendments

Unfit directors of insolvent companies: extension of period for applying for disqualification order

108

• (1) In section 7(2) of the Company Directors Disqualification Act 1986 (period within which application may be made for disqualification order against unfit director of insolvent company), for “2 years” substitute “ 3 years ”.

• (2) Subsection (1) applies only to an application relating to a company which has become insolvent after the commencement of that subsection.

• (3) Section 6(2) of the 1986 Act (meaning of “becoming insolvent”) applies for the purposes of subsection (2) as it applies for the purposes of section 6 of that Act.

Directors: removal of restriction on application for disqualification order

109

• (1) In section 8 of the Company Directors Disqualification Act 1986 (disqualification of director after investigation of company)—

• (a) in subsection (1), omit “from investigative material”,

• (b) omit subsection (1A), and

• (c) in subsection (2A), omit “from such report, information or documents”.

• (2) For the heading of that section substitute “ Disqualification of director on finding of unfitness ”.

Compensation awards

Compensation orders and undertakings

110

After section 15 of the Company Directors Disqualification Act 1986 insert—

(15A) (1) The court may make a compensation order against a person on the application of the Secretary of State if it is satisfied that the conditions mentioned in subsection (3) are met. (2) If it appears to the Secretary of State that the conditions mentioned in subsection (3) are met in respect of a person who has offered to give the Secretary of State a compensation undertaking, the Secretary of State may accept the undertaking instead of applying, or proceeding with an application, for a compensation order. (3) The conditions are that— (a) the person is subject to a disqualification order or disqualification undertaking under this Act, and (b) conduct for which the person is subject to the order or undertaking has caused loss to one or more creditors of an insolvent company of which the person has at any time been a director. (4) An “insolvent company” is a company that is or has been insolvent and a company becomes insolvent if— (a) the company goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up, (b) the company enters administration, or (c) an administrative receiver of the company is appointed. (5) The Secretary of State may apply for a compensation order at any time before the end of the period of two years beginning with the date on which the disqualification order referred to in paragraph (a) of subsection (3) was made, or the disqualification undertaking referred to in that paragraph was accepted. (6) In the case of a person subject to a disqualification order under section 8ZA or 8ZD, or a disqualification undertaking under section 8ZC or 8ZE, the reference in subsection (3)(b) to conduct is a reference to the conduct of the main transgressor in relation to which the person has exercised the requisite amount of influence. (7) In this section and sections 15B and 15C “the court” means— (a) in a case where a disqualification order has been made, the court that made the order, (b) in any other case, the High Court or, in Scotland, the Court of Session. (15B) (1) A compensation order is an order requiring the person against whom it is made to pay an amount specified in the order— (a) to the Secretary of State for the benefit of— (i) a creditor or creditors specified in the order; (ii) a class or classes of creditor so specified; (b) as a contribution to the assets of a company so specified. (2) A compensation undertaking is an undertaking to pay an amount specified in the undertaking— (a) to the Secretary of State for the benefit of— (i) a creditor or creditors specified in the undertaking; (ii) a class or classes of creditor so specified; (b) as a contribution to the assets of a company so specified. (3) When specifying an amount the court (in the case of an order) and the Secretary of State (in the case of an undertaking) must in particular have regard to— (a) the amount of the loss caused; (b) the nature of the conduct mentioned in section 15A(3)(b); (c) whether the person has made any other financial contribution in recompense for the conduct (whether under a statutory provision or otherwise). (4) An amount payable by virtue of subsection (2) under a compensation undertaking is recoverable as if payable under a court order. (5) An amount payable under a compensation order or compensation undertaking is provable as a bankruptcy debt. (15C) (1) The court may, on the application of a person who is subject to a compensation undertaking— (a) reduce the amount payable under the undertaking, or (b) provide for the undertaking not to have effect. (2) On the hearing of an application under subsection (1), the Secretary of State must appear and call the attention of the court to any matters which the Secretary of State considers relevant, and may give evidence or call witnesses.

Consequential amendments and corresponding provision for Northern Ireland

Sections 104 to 110: consequential and related amendments

111

Schedule 7 makes amendments to the Company Directors Disqualification Act 1986, and other enactments, which are consequential on or related to the amendments made to that Act by the preceding provisions of this Part.

Provision for Northern Ireland corresponding to sections 104 to 111

112

Schedule 8 makes provision for Northern Ireland which corresponds to that made by sections 104 to 111.

Bankruptcy: Scotland and Northern Ireland

Disqualification as director: bankruptcy, etc in Scotland and Northern Ireland

113

• (1) For subsections (1) and (2) of section 11 of the Company Directors Disqualification Act 1986 (undischarged bankrupts) substitute—

(1) It is an offence for a person to act as director of a company or directly or indirectly to take part in or be concerned in the promotion, formation or management of a company, without the leave of the court, at a time when any of the circumstances mentioned in subsection (2) apply to the person. (2) The circumstances are— (a) the person is an undischarged bankrupt— (i) in England and Wales or Scotland, or (ii) in Northern Ireland, (b) a bankruptcy restrictions order or undertaking is in force in respect of the person under— (i) the Bankruptcy (Scotland) Act 1985 or the Insolvency Act 1986, or (ii) the Insolvency (Northern Ireland) Order 1989, (c) a debt relief restrictions order or undertaking is in force in respect of the person under— (i) the Insolvency Act 1986, or (ii) the Insolvency (Northern Ireland) Order 1989, (d) a moratorium period under a debt relief order applies in relation to the person under— (i) the Insolvency Act 1986, or (ii) the Insolvency (Northern Ireland) Order 1989. (2A) In subsection (1) “the court” means— (a) for the purposes of subsection (2)(a)(i)— (i) the court by which the person was adjudged bankrupt, or (ii) in Scotland, the court by which sequestration of the person's estate was awarded or, if awarded other than by the court, the court which would have jurisdiction in respect of sequestration of the person's estate, (b) for the purposes of subsection (2)(b)(i)— (i) the court which made the order, (ii) in Scotland, if the order has been made other than by the court, the court to which the person may appeal against the order, or (iii) the court to which the person may make an application for annulment of the undertaking, (c) for the purposes of subsection (2)(c)(i)— (i) the court which made the order, or (ii) the court to which the person may make an application for annulment of the undertaking, (d) for the purposes of subsection (2)(d)(i), the court to which the person would make an application under section 251M(1) of the Insolvency Act 1986 (if the person were dissatisfied as mentioned there), (e) for the purposes of paragraphs (a)(ii), (b)(ii), (c)(ii) and (d)(ii) of subsection (2), the High Court of Northern Ireland.

• (2) In section 24 of that Act (extent), for subsection (2) substitute—

(2) Subsections (1) to (2A) of section 11 also extend to Northern Ireland.

Company Directors Disqualification (Northern Ireland) Order 2002: bankruptcy, etc in England and Wales or Scotland

114

For paragraph (1) of Article 15 of the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) (undischarged bankrupts) substitute—

(1) It is an offence for a person to act as director of a company or directly or indirectly to take part in or be concerned in the promotion, formation or management of a company, without the leave of the court, at a time when any of the circumstances mentioned in paragraph (1A) apply to the person. (1A) The circumstances are— (a) the person is an undischarged bankrupt— (i) in Northern Ireland, or (ii) in England and Wales or Scotland, (b) a bankruptcy restrictions order or undertaking is in force in respect of the person under— (i) the Insolvency (Northern Ireland) Order 1989, or (ii) the Bankruptcy (Scotland) Act 1985 or the Insolvency Act 1986, (c) a debt relief restrictions order or undertaking is in force in respect of the person under— (i) the Insolvency (Northern Ireland) Order 1989, or (ii) the Insolvency Act 1986, (d) a moratorium period under a debt relief order applies in relation to the person under— (i) the Insolvency (Northern Ireland) Order 1989, or (ii) the Insolvency Act 1986. (1B) In paragraph (1) “the court” means— (a) for the purposes of sub-paragraphs (a)(i), (b)(i), (c)(i) and (d)(i) of paragraph (1A), the High Court, (b) for the purposes of paragraph (1A)(a)(ii)— (i) the court by which the person was adjudged bankrupt, or (ii) in Scotland, the court by which sequestration of the person's estate was awarded or, if awarded other than by the court, the court which would have jurisdiction in respect of sequestration of the person's estate, (c) for the purposes of paragraph (1A)(b)(ii)— (i) the court which made the order, (ii) in Scotland, if the order has been made other than by the court, the court to which the person may appeal against the order, or (iii) the court to which the person may make an application for annulment of the undertaking, (d) for the purposes of paragraph (1A)(c)(ii)— (i) the court which made the order, or (ii) the court to which the person may make an application for annulment of the undertaking, (e) for the purposes of paragraph (1A)(d)(ii), the court to which the person would make an application under section 251M(1) of the Insolvency Act 1986 (if the person were dissatisfied as mentioned there).

Disqualification as insolvency practitioner: bankruptcy, etc in Scotland or Northern Ireland

115

In section 390 of the Insolvency Act 1986 (persons not qualified to act as insolvency practitioners)—