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Small Business, Enterprise and Employment Act 2015

Type Public General Act

Publication 2015-03-26

Last updated 2025-06-19

State In force

Department Statute Law Database

Source legislation.gov.uk

articles Not indexed

Reform history JSON API

(5) A bank account complies with this sub-paragraph if the balance of the account—

(a) bears interest at an appropriate rate, and

(b) can be withdrawn by such notice (if any) as is appropriate.

(6) If the share warrant is subsequently surrendered in accordance with this Schedule—

(a) the suspension ceases to have effect on surrender, and

(b) the suspension period amount must be paid to the bearer by the company.

(7) The “suspension period amount”, in relation to a share warrant, is—

(a) the aggregate amount of any dividends or other distributions which the bearer of the warrant would, but for the suspension, have been entitled to receive, plus

(b) any interest accrued on that amount.

Second notice of right to surrender

4

(1) A company must, before the end of the period of 8 months beginning with the commencement date, give further notice to the bearer of a share warrant of the company of—

(a) the bearer's right of surrender,

(b) the consequences of not having exercised the right of surrender before the end of the period of 7 months beginning with the commencement date (see paragraph 3), and

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

5

(1) This paragraph applies in relation to a company which has issued a share warrant which has not been surrendered for cancellation before the end of the surrender period.

(2) The company must, as soon as reasonably practicable and in any event before the end of the period of 3 months beginning with the day after the end of the surrender period, apply to the court for an order (referred to in this Schedule as a “cancellation order”) cancelling with effect from the date of the order—

(a) the share warrant, and

(b) the shares specified in it.

(3) The company must give notice to the bearer of the share warrant of the fact that an application has been made under this paragraph before the end of the period of 14 days beginning with the day on which it is made; and the notice must include a copy of the application.

(4) If a company fails to comply with sub-paragraph (2) or (3) an offence is committed by every officer of the company who is in default.

(5) A company must, on making an application for a cancellation order, immediately give notice to the registrar.

(6) If a company fails to comply with sub-paragraph (5) an offence is committed by—

(a) the company, and

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

Cancellation orders and suspended cancellation orders

6

(1) The court must make a cancellation order in respect of a share warrant if, on an application under paragraph 5, it is satisfied that—

(a) the company has given notice to the bearer of the share warrant as required by paragraphs 2 and 4, or

(b) the bearer had actual notice by other means of the matters mentioned in paragraph 2(1).

(2) If, on such an application, the court is not so satisfied, it must instead make a suspended cancellation order in respect of the share warrant.

(3) A “suspended cancellation order” is an order—

(a) requiring the company to give notice to the bearer of the share warrant containing the information set out in sub-paragraph (4) before the end of the period of 5 working days beginning with the day the order is made,

(b) providing that the bearer of the share warrant has a right of surrender during the period of 2 months beginning with the day the order is made (referred to in this Schedule as “the grace period”), and

(c) if the share warrant is not so surrendered, cancelling it and the shares specified in it with effect from the end of the grace period.

(4) A notice required to be given by a suspended cancellation order must—

(a) inform the bearer of the share warrant of the fact that the bearer has a right of surrender during the grace period,

(b) inform the bearer of the consequences of not having exercised that right before the end of the period of 7 months beginning with the commencement date (see paragraph 3), and

(c) explain that the share warrant will be cancelled with effect from the end of the grace period if it is not surrendered before then.

(5) Where a share warrant is cancelled by an order under this paragraph, the company concerned must, as soon as reasonably practicable—

(a) enter the cancellation date in its register of members, or

(b) where an election is in force under section 128B of the Companies Act 2006 (option to keep membership information on central register) in respect of the company, deliver that information to the registrar as if it were information required to be delivered under section 128E of that Act.

(6) In this Schedule “the cancellation date”, in relation to a share warrant, means the day its cancellation by a cancellation order or suspended cancellation order takes effect.

7

(1) This paragraph applies in relation to a company if a share warrant of the company and the shares specified in it are cancelled by a cancellation order or a suspended cancellation order.

(2) The company must, before the end of the period of 15 days beginning with the cancellation date, deliver to the registrar—

(a) a copy of the order,

(b) in the case of a suspended cancellation order, a statement confirming that the share warrant and the shares specified in it have been cancelled by the order with effect from the cancellation date, and

(3) The statement of capital must state with respect to the company's share capital as reduced by the cancellation of the share warrant and the shares specified in it—

(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) such particulars of the rights attached to the shares as are prescribed by the Secretary of State under section 644(2)(c)(i) of the Companies Act 2006,

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

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

(4) If the company fails to comply with this paragraph an offence is committed by—

(a) the company, and

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

(5) In the case of a public company, a statement of capital delivered under this paragraph is to be treated as a document subject to the Directive disclosure requirements for the purposes of the Companies Act 2006 (see section 1078 of that Act).

8

(1) This paragraph applies where the court makes a cancellation order or a suspended cancellation order in relation to a public company and—

(a) in the case of a cancellation order, the order has the effect of bringing the nominal value of its allotted share capital below the authorised minimum, or

(b) in the case of a suspended cancellation order, the order may have that effect from the end of the grace period.

(2) The registrar must not register the cancellation order or (as the case may be) the suspended cancellation order if it has that effect from the end of the grace period unless—

(a) the court so directs in the order concerned, or

(b) the company is first re-registered as a private company.

(3) The expedited procedure for re-registration provided by section 651 of the Companies Act 2006 applies for the purposes of this paragraph as it applies for the purposes of section 650 of that Act.

(4) Where the court makes an order under section 651 of that Act in connection with a suspended cancellation order, the order under section 651 must be conditional on the suspended cancellation order having the effect mentioned in sub-paragraph (1)(b) from the end of the grace period.

Payment into court in connection with cancellation

9

(1) Where a share warrant is cancelled by a cancellation order or suspended cancellation order, the company concerned must, before the end of the period of 14 days beginning with the cancellation date, make a payment into court of an amount equal to—

(a) the aggregate nominal value of the shares specified in the warrant and the whole of any premium paid on them, plus

(b) the suspension period amount.

(2) If a company fails to comply with sub-paragraph (1) an offence is committed by every officer of the company who is in default.

10

(1) A person who, at the end of the period of 7 months beginning with the commencement date, was the bearer of a share warrant which has been cancelled by a cancellation order or a suspended cancellation order may apply to the court for the sum paid into court under paragraph 9(1) in respect of the shares specified in the warrant to be paid to that person.

(2) Such an application may only be made during the period—

(a) beginning with the day which is 6 months after the cancellation date, and

(b) ending with the day which is 3 years after the cancellation date.

(3) The court may grant an application under sub-paragraph (1) only if it is satisfied that there are exceptional circumstances justifying the failure of the bearer of the share warrant to exercise the right of surrender—

(a) in the case of a warrant cancelled by a cancellation order, before the end of the surrender period, or

(b) in the case of a warrant cancelled by a suspended cancellation order, before the end of the grace period.

11

(1) This paragraph applies in relation to a company in respect of which a cancellation order or suspended cancellation order has been made if any of the following is appointed in relation to the company after the cancellation date—

(a) an administrator;

(b) an administrative receiver;

and that person is referred to in this paragraph as the “office-holder”.

(2) The office-holder may apply to the court for the sum paid into court under paragraph 9(1)(a) to be paid to the office-holder by way of a contribution to the company's assets.

(3) Such an application may only be made during the period—

(a) beginning with the cancellation date, and

(b) ending with the day which is 3 years after that date.

12

(1) Anything left of a sum paid into court under paragraph 9(1) immediately after the end of the period mentioned in paragraph 11(3) must be paid into the Consolidated Fund.

(2) Sub-paragraph (1) does not apply to any amount in respect of which an application under paragraph 10(1) or 11(2) has been made but not yet determined before the end of that period unless and until the application is dismissed and either—

(a) the period for bringing an appeal against the dismissal has expired, or

(b) in a case where an appeal is brought before the end of that period, the appeal is dismissed, abandoned or otherwise ceases to have effect.

13

(1) An application under section 1003 of the Companies Act 2006 (application for voluntary striking off) on behalf of a company must not be made at a time when there is a share warrant issued by the company.

(2) It is an offence for a person to make an application in contravention of this section.

(3) In proceedings for such an offence it is a defence for the accused to prove that the accused did not know, and could not reasonably have known, of the existence of the share warrant.

Notices

14

(1) A notice required by virtue of any provision of this Schedule to be given to the bearer of a share warrant must be—

(a) published in the Gazette,

(b) communicated to that person in the same way (if any) as the company concerned normally communicates with that person for other purposes relating to the shares specified in the warrant, and

(c) made available in a prominent position on the company's website (if it has one) during the period mentioned in sub-paragraph (2) (and see sub-paragraph (3)).

(2) That period is the period beginning with the day on which the notice is published in the Gazette and ending with—

(a) in the case of a notice required by paragraph 2, the day on which a notice required by paragraph 4 is made available on the company's website;

(b) in the case of a notice required by paragraph 4, the day on which a notice required by paragraph 5(3) is made available on the company's website;

(c) in the case of a notice required by paragraph 5(3), the day on which the court makes a cancellation order or (as the case may be) suspended cancellation order in respect of the share warrant;

(d) in the case of a notice required by virtue of paragraph 6(3)(a), the end of the grace period.

(3) Nothing in this paragraph requires a notice to be made available on the company's website after the day on which the last of the share warrants issued by the company to be surrendered is surrendered.

(4) Sections 1143 to 1148 of the Companies Act 2006 (company communications provisions) apply for the purposes of this Part of this Schedule as they apply for the purposes of the Companies Acts.

Company filings: language requirements

15

Sections 1103, 1104 and 1107 of the Companies Act 2006 (language requirements) apply to all documents required to be delivered to the registrar under this Part of this Schedule.

Application of sections 1112 and 1113 of the Companies Act 2006

16

Sections 1112 (general false statement offence) and 1113 (enforcement of company's filing obligations) of the Companies Act 2006 apply for the purposes of this Part of this Schedule as they apply for the purposes of the Companies Acts.

Offences

17

For the purposes of any offence under this Part of this Schedule a shadow director is treated as an officer of the company.

18

(1) A person guilty of an offence under paragraph 1(5) of this Schedule 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.

(2) A person guilty of an offence under any other provision of this Schedule is liable—

(a) on conviction on indictment, to a fine;

(b) on summary conviction—

(i) in England and Wales, to a fine;

(ii) in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum.

19

The following sections of the Companies Act 2006 apply for the purposes of this Part of this Schedule as they apply for the purposes of the Companies Acts—

(a) sections 1121 and 1122 (liability of officer in default);

(b) section 1125 (meaning of “daily default fine”);

(d) section 1129 (legal professional privilege);

(e) section 1132 (production and inspection of documents).

Interpretation

20

(1) In this Part of this Schedule—

“cancellation date” has the meaning given by paragraph 6(6);

“cancellation order” has the meaning given by paragraph 5(2);

“commencement date” has the meaning given by paragraph 1(1);

“Companies Acts” has the same meaning as in the Companies Act 2006 (see section 2 of that Act);

“grace period” has the meaning given by paragraph 6(3)(b);

“surrender period” has the meaning given by paragraph 1(2);

“suspended cancellation order” has the meaning given by paragraph 6(3);

“suspension period amount” has the meaning given by paragraph 3(7);

“right of surrender” has the meaning given by paragraph 1(3).

(2) Expressions defined for the purposes of the Companies Acts have the same meaning in this Part of this Schedule as in those Acts.

Transitory provision

21

(1) Until section 94 (option to keep information on central register) comes into force, this Schedule has effect as if, in each of paragraphs 1(3) and 6(5), paragraph (b) (and the “or” preceding it) were omitted.

(2) Until section 97 (contents of statements of capital) comes into force, paragraph 7(3) of this Schedule has effect as if—

(a) paragraph (c) were omitted, and

(b) after paragraph (d) there were inserted

, and (e) the amount paid up and the amount (if any) unpaid on each share (whether on account of the nominal value of the share or by way of premium).

PART 2 — Consequential amendments

22

The Companies Act 2006 is amended as follows.

23

In section 122 (share warrants)—

(a) for subsections (1) and (2) substitute—

(1) Until a share warrant issued by a company is surrendered the following are deemed to be the particulars required to be entered in the register of members in respect of the warrant— (a) the fact of the issue of the warrant, (b) a statement of the shares included in the warrant, distinguishing each share by its number so long as the share has a number, and (c) the date of the issue of the warrant.

, and

(b) omit subsection (4).

24

In section 617 (alteration of share capital of limited company), in subsection (5), after paragraph (e) insert—

(f) the cancellation of a share warrant issued by the company and of the shares specified in it by a cancellation order or suspended cancellation order made under paragraph 6 of Schedule 4 to the Small Business, Enterprise and Employment Act 2015 (cancellation where share warrants not surrendered in accordance with that Schedule); (g) the cancellation of a share warrant issued by the company and of the shares specified in it pursuant to section 1028A(2) or 1032A(2) (cancellation of share warrants on restoration of a company).

25

In section 652 (liability of members following reduction of capital), in subsection (1)(a), for “or 649” substitute “ , 649, 1028A or 1032A of this Act or paragraph 7 of Schedule 4 to the Small Business, Enterprise and Employment Act 2015 ”.

26

(1) Omit section 780 (duty of company as to issue of share certificates on surrender of share warrant).

(2) The repeal of section 780 has no effect in relation to a share warrant surrendered for cancellation before the day on which section 84 comes into force.

27

(1) After section 1028 insert—

(1028A) (1) This section applies in relation to a company which has been struck off the register under section 1000 or 1001 and which, at the time it was struck off, had any share warrant in issue. (2) If the registrar restores the company to the register under section 1025, the share warrant and the shares specified in it are cancelled with effect from the date the restoration takes effect. (3) If as a result of subsection (2) the company has no issued share capital, the company must, before the end of the period of one month beginning with the date the restoration takes effect, allot at least one share in the company; and section 549(1) does not apply to such an allotment. (4) The company must, before the end of the period of 15 days beginning with the date the restoration takes effect, deliver a statement of capital to the registrar. (5) Subsection (4) does not apply in a case where the company is required under subsection (3) to make an allotment (because in such a case section 555 will apply). (6) The statement of capital must state with respect to the company's share capital as reduced by the cancellation of the share warrant and the shares specified in it— (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. (7) Where a share warrant is cancelled in accordance with subsection (2), the company must, as soon as reasonably practicable— (a) enter the date the cancellation takes effect in its register of members, or (b) where an election is in force under section 128B of the Companies Act 2006 (option to keep membership information on central register) in respect of the company, deliver that information to the registrar as if it were information required to be delivered under section 128E of that Act. (8) Subsection (9) applies where— (a) any property or right previously vested in or held on trust for the company in respect of any share specified in a share warrant has vested as bona vacantia (see section 1012), and (b) the warrant and the share are cancelled on the restoration of the company in accordance with this section. (9) On restoration of the company, that property or right— (a) may not be returned to the company, and (b) accordingly, remains vested as bona vacantia. (10) If default is made in complying with subsection (3) or (4), an offence is committed by— (a) the company, and (b) every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company. (11) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction— (i) in England and Wales, to a fine; (ii) in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum.

(2) Until section 97 (contents of statements of capital) comes into force, the section 1028A inserted by sub-paragraph (1) has effect as if in subsection (6)—

(a) paragraph (c) were omitted, and

(b) after paragraph (d) there were inserted

, and (e) the amount paid up and the amount (if any) unpaid on each share (whether on account of the nominal value of the share or by way of premium).

(3) Until section 94 (option to keep information on central register) comes into force, the section 1028A inserted by sub-paragraph (1) has effect as if, in subsection (7), paragraph (b) (and the “or” preceding it) were omitted.

28

(1) After section 1032A insert—

(1032A) (1) This section applies in relation to a company falling within section 1029(1) if, at the time it was dissolved, deemed to be dissolved or (as the case may be) struck off, it had any share warrant in issue. (2) If the court orders the restoration of the company to the register, the order must also cancel the share warrant and the shares specified in it with effect from the date the restoration takes effect. (3) If as a result of subsection (2) the company has no issued share capital, the company must, before the end of the period of one month beginning with the date the restoration takes effect, allot at least one share in the company; and section 549(1) does not apply to such an allotment. (4) Subsection (6) applies in a case where— (a) the application under section 1029 was made by a person mentioned in subsection (2)(b) or (h) of that section, or (b) the court order specifies that it applies. (5) But subsection (6) does not apply in any case where the company is required under subsection (3) to make an allotment (because in such a case section 555 will apply). (6) In a case where this subsection applies, the company must, before the end of the period of 15 days beginning with the date the restoration takes effect, deliver a statement of capital to the registrar. (7) The statement of capital must state with respect to the company's share capital as reduced by the cancellation of the share warrant and the shares specified in it— (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. (8) Where a share warrant is cancelled by an order as mentioned in subsection (2), the company must, as soon as reasonably practicable— (a) enter the date the cancellation takes effect in its register of members, or (b) where an election is in force under section 128B of the Companies Act 2006 (option to keep membership information on central register) in respect of the company, deliver that information to the registrar as if it were information required to be delivered under section 128E of that Act. (9) Subsection (10) applies where— (a) any property or right previously vested in or held on trust for the company in respect of any share specified in a share warrant has vested as bona vacantia (see section 1012), and (b) the warrant and the share are cancelled on the restoration of the company in accordance with this section. (10) On restoration of the company, that property or right— (a) may not be returned to the company, and (b) accordingly, remains vested as bona vacantia. (11) If default is made in complying with subsection (3) or (6), an offence is committed by— (a) the company, and (b) every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company. (12) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction— (i) in England and Wales, to a fine; (ii) in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum.

(2) Until section 97 (contents of statements of capital) comes into force, the section 1032A inserted by sub-paragraph (1) has effect as if in subsection (7)—

(a) paragraph (c) were omitted, and

(b) after paragraph (d) there were inserted

, and (e) the amount paid up and the amount (if any) unpaid on each share (whether on account of the nominal value of the share or by way of premium).

(3) Until section 94 (option to keep information on central register) comes into force, the section 1032A inserted by sub-paragraph (1) has effect as if, in subsection (8), paragraph (b) (and the “or” preceding it) were omitted.

SCHEDULE 5

PART 1 — Creation of the option

Register of members

1

Part 8 of the Companies Act 2006 (a company's members) is amended as follows.

2

In Chapter 2 (register of members), before section 113 insert—

(112A) This Chapter must be read with Chapter 2A (which allows for an alternative method of record-keeping in the case of private companies).

3

After Chapter 2 insert—

(128A) (1) This Chapter sets out rules allowing private companies to keep information on the register kept by the registrar instead of entering it in their register of members. (2) The register kept by the registrar (see section 1080) is referred to in this Chapter as “the central register”. (128B) (1) An election may be made under this section— (a) by the subscribers wishing to form a private company under this Act, or (b) by the private company itself once it is formed and registered. (2) In the latter case, the election is of no effect unless, before it is made— (a) all the members of the company have assented to the making of the election, and (b) any overseas branch registers that the company was keeping under Chapter 3 have been discontinued and all the entries in those registers transferred to the company's register of members in accordance with section 135. (3) An election under this section is made by giving notice of election to the registrar. (4) If the notice is given by subscribers wishing to form a private company— (a) it must be given when the documents required to be delivered under section 9 are delivered to the registrar, and (b) it must be accompanied by a statement containing all the information that— (i) would be required (in the absence of the notice) to be entered in the company's register of members on incorporation of the company, and (ii) is not otherwise included in the documents delivered under section 9. (5) If the notice is given by the company, it must be accompanied by— (a) a statement by the company— (i) that all the members of the company have assented to the making of the election, and (ii) if the company was keeping any overseas branch registers, that all such registers have been discontinued and all the entries in them transferred to the company's register of members in accordance with section 135, and (b) a statement containing all the information that is required to be contained in the company's register of members as at the date of the notice in respect of matters that are current as at that date. (6) The company must where necessary update the statement sent under subsection (5)(b) to ensure that the final version delivered to the registrar contains all the information that is required to be contained in the company's register of members as at the time immediately before the election takes effect (see section 128C) in respect of matters that are current as at that time. (7) The obligation in subsection (6) to update the statement includes an obligation to rectify it (where necessary) in consequence of the company's register of members being rectified (whether before or after the election takes effect). (8) If default is made in complying with subsection (6), an offence is committed by— (a) the company, and (b) every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company. (9) 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. (10) A reference in this Chapter to matters that are current as at a given date or time is a reference to— (a) persons who are members of the company as at that date or time, and (b) any other matters that are current as at that date or time. (128C) (1) An election made under section 128B takes effect when the notice of election is registered by the registrar. (2) The election remains in force until either— (a) the company ceases to be a private company, or (b) a notice of withdrawal sent by the company under section 128J is registered by the registrar, whichever occurs first. (128D) (1) The effect of an election under section 128B on a company's obligations under Chapter 2 is as follows. (2) The company's obligation to maintain a register of members does not apply with respect to the period when the election is in force. (3) This means that, during that period— (a) the company must continue to keep a register of members in accordance with Chapter 2 (a “historic” register) containing all the information that was required to be stated in that register as at the time immediately before the election took effect, but (b) the company does not have to update that register to reflect any changes that occur after that time. (4) Subsections (2) and (3) apply to the index of members (if the company is obliged to keep an index of members) as they apply to the register of members. (5) The provisions of Chapter 2 (including the rights to inspect or require copies of the register and to inspect the index) continue to apply to the historic register and, if applicable, the historic index during the period when the election is in force. (6) The company must place a note in its historic register— (a) stating that an election under section 128B is in force, (b) recording when that election took effect, and (c) indicating that up-to-date information about its members is available for public inspection on the central register. (7) Subsections (7) and (8) of section 113 apply if a company makes default in complying with subsection (6) as they apply if a company makes default in complying with that section. (8) The obligations under this section with respect to a historic register and historic index do not apply in a case where the election was made by subscribers wishing to form a private company. (128E) (1) The duty under subsection (2) applies during the period when an election under section 128B is in force. (2) The company must deliver to the registrar any relevant information that the company would during that period have been obliged under this Act to enter in its register of members, had the election not been in force. (3) “Relevant information” means information other than— (a) the date mentioned in section 113(2)(b) (date when person registered as member), (b) the date mentioned in section 123(3)(b) (date when membership of limited company increases from one to two or more members), and (c) the dates mentioned in the following provisions, but only in cases where the date to be recorded in the central register is to be the date on which the document containing information of the relevant change is registered by the registrar— (i) section 113(2)(c) (date when person ceases to be member), (ii) section 123(2)(b) (date when company becomes single member company). (4) The relevant information must be delivered as soon as reasonably practicable after the company becomes aware of it and, in any event, no later than the time by which the company would have been required to enter the information in its register of members. (5) In a case of the kind described in subsection (3)(c), the company must, when it delivers information under subsection (2) of the relevant change, indicate to the registrar that, in accordance with section 1081(1A), the date to be recorded in the central register is to be the date on which the document containing that information is registered by the registrar. (6) If default is made in complying with this section, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company. (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. (128F) (1) When a person inspects or requests a copy of material on the central register relating to a company in respect of which an election under section 128B is in force, the person may ask the company to confirm that all information that the company is required to deliver to the registrar under this Chapter has been delivered. (2) If a company fails to respond to a request under subsection (1), an offence is committed by— (a) the company, and (b) 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. (128G) (1) This section applies if— (a) the name of a person is without sufficient cause included in, or omitted from, information that a company delivers to the registrar under this Chapter concerning its members, or (b) default is made or unnecessary delay takes place in informing the registrar under this Chapter of— (i) the name of a person who is to be a member of the company, or (ii) the fact that a person has ceased or is to cease to be a member of the company. (2) The person aggrieved, or any member of the company, or the company, may apply to the court for an order— (a) requiring the company to deliver to the registrar the information (or statements) necessary to rectify the position, and (b) where applicable, requiring the registrar to record under section 1081(1A) the date determined by the court. (3) The court may either refuse the application or may make the order and order the company to pay any damages sustained by any party aggrieved. (4) On such an application the court may decide— (a) any question relating to the title of a person who is a party to the application to have the person's name included in or omitted from information delivered to the registrar under this Chapter about the company's members, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand, and (b) any question necessary or expedient to be decided for rectifying the position. (5) Nothing in this section affects a person's rights under section 1095 or 1096 (rectification of register on application to registrar or under court order). (128H) (1) The central register is prima facie evidence of any matters about which a company is required to deliver information to the registrar under this Chapter. (2) Subsection (1) does not apply to information to be included in a statement under section 128B(5)(b) or in any updated statement under section 128B(6). (128I) (1) Liability incurred by a company— (a) from the delivery to the registrar of information under this Chapter, or (b) from a failure to deliver any such information, is not enforceable more than 10 years after the date on which the information was delivered or, as the case may be, the failure first occurred. (2) This is without prejudice to any lesser period of limitation (and, in Scotland, to any rule that the obligation giving rise to the liability prescribes before the expiry of that period). (128J) (1) A company may withdraw an election made by or in respect of it under section 128B. (2) Withdrawal is achieved by giving notice of withdrawal to the registrar. (3) The withdrawal takes effect when the notice is registered by the registrar. (4) The effect of withdrawal is that the company's obligation under Chapter 2 to maintain a register of members applies from then on with respect to the period going forward. (5) This means that, when the withdrawal takes effect— (a) the company must enter in its register of members all the information that is required to be contained in that register in respect of matters that are current as at that time, (b) the company must also retain in its register all the information that it was required under section 128D(3)(a) to keep in a historic register while the election was in force, but (c) the company is not required to enter in its register information relating to the period when the election was in force that is no longer current. (6) The company must place a note in its register of members— (a) stating that the election under section 128B has been withdrawn, (b) recording when that withdrawal took effect, and (c) indicating that information about its members relating to the period when the election was in force that is no longer current is available for public inspection on the central register. (7) Subsections (7) and (8) of section 113 apply if a company makes default in complying with subsection (6) as they apply if a company makes default in complying with that section. (128K) (1) The Secretary of State may by regulations amend this Act— (a) to extend sections 128A to 128J (with or without modification) to public companies or public companies of a class specified in the regulations, and (b) to make such other amendments as the Secretary of State thinks fit in consequence of that extension. (2) Regulations under this section are subject to affirmative resolution procedure.

Register of overseas members

4

In Chapter 3 of Part 8 of the Companies Act 2006 (overseas branch registers), in section 129 (overseas branch registers), at the end insert—

(6) A company's right under subsection (1) to keep an overseas branch register does not apply during or with respect to any period when an election is in force in respect of the company under section 128B.

Register of directors and register of directors’ residential addresses

5

Chapter 1of Part 10 of the Companies Act 2006 (appointment and removal of directors) is amended as follows.

6

Under the heading “Register of directors, etc”, before section 162 insert—

(161A) Sections 162 to 167 must be read with sections 167A to 167E (which allow for an alternative method of record-keeping in the case of private companies).

7

After section 167 insert—

(167A) (1) An election may be made under this section in respect of a register of directors or a register of directors' residential addresses (or both). (2) The election may be made— (a) by the subscribers wishing to form a private company under this Act, or (b) by the private company itself once it is formed and registered. (3) The election is made by giving notice of election to the registrar. (4) If the notice is given by subscribers wishing to form a private company, it must be given when the documents required to be delivered under section 9 are delivered to the registrar. (167B) (1) An election made under section 167A takes effect when the notice of election is registered by the registrar. (2) The election remains in force until either— (a) the company ceases to be a private company, or (b) a notice of withdrawal sent by the company under section 167E is registered by the registrar, whichever occurs first. (167C) (1) If an election is in force under section 167A with respect to a company, the company's obligations under sections 162 to 167— (a) to keep and maintain a register of the relevant kind, and (b) to notify the registrar of changes to it, do not apply with respect to the period when the election is in force. (2) The reference in subsection (1) to a register “of the relevant kind” is to a register (whether a register of directors or a register of directors' residential addresses) of the kind in respect of which the election is made. (167D) (1) The duty under subsection (2) applies during the period when an election under section 167A is in force. (2) The company must deliver to the registrar— (a) any information of which the company would during that period have been obliged to give notice under section 167, had the election not been in force, and (b) any statement that would have had to accompany such a notice. (3) The information (and any accompanying statement) must be delivered as soon as reasonably practicable after the company becomes aware of the information and, in any event, no later than the time by which the company would have been required under section 167 to give notice of the information. (4) If default is made in complying with this section, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company. (5) A person guilty of an offence under this section 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. (167E) (1) A company may withdraw an election made by or in respect of it under section 167A. (2) Withdrawal is achieved by giving notice of withdrawal to the registrar. (3) The withdrawal takes effect when the notice is registered by the registrar. (4) The effect of withdrawal is that the company's obligation under section 162 or (as the case may be) 165 to keep and maintain a register of the relevant kind, and its obligation under section 167 to notify the registrar of changes to that register, apply from then on with respect to the period going forward. (5) This means that, when the withdrawal takes effect— (a) the company must enter in that register all the information that is required to be contained in that register in respect of matters that are current as at that time, but (b) the company is not required to enter in its register information relating to the period when the election was in force that is no longer current. (167F) (1) The Secretary of State may by regulations amend this Act— (a) to extend sections 167A to 167E (with or without modification) to public companies or public companies of a class specified in the regulations, and (b) to make such other amendments as the Secretary of State thinks fit in consequence of that extension. (2) Regulations under this section are subject to affirmative resolution procedure.

Register of secretaries

8

Part 12 of the Companies Act 2006 (company secretaries) is amended as follows.

9

After section 274 insert—

(274A) Sections 275 and 276 must be read with sections 279A to 279E (which allow for an alternative method of record-keeping in the case of private companies).

10

After section 279 insert—

(279A) (1) An election may be made under this section— (a) by the subscribers wishing to form a private company under this Act, or (b) by the private company itself once it is formed and registered. (2) The election is made by giving notice of election to the registrar. (3) If the notice is given by subscribers wishing to form a private company, it must be given when the documents required to be delivered under section 9 are delivered to the registrar. (279B) (1) An election made under section 279A takes effect when the notice of election is registered by the registrar. (2) The election remains in force until either— (a) the company ceases to be a private company, or (b) a notice of withdrawal sent by the company under section 279E is registered by the registrar, whichever occurs first. (279C) If an election is in force under section 279A in respect of a company, the company's obligations— (a) to keep and maintain a register of secretaries under section 275, and (b) to notify the registrar of changes to it under section 276, do not apply with respect to the period when the election is in force. (279D) (1) The duty under subsection (2) applies during the period when an election under section 279A is in force. (2) The company must deliver to the registrar— (a) any information of which the company would during that period have been obliged to give notice under section 276, had the election not been in force, and (b) any statement that would have had to accompany such a notice. (3) The information (and any accompanying statement) must be delivered as soon as reasonably practicable after the company becomes aware of the information and, in any event, no later than the time by which the company would have been obliged under section 276 to give notice of the information. (4) If default is made in complying with this section, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company. (5) A person guilty of an offence under this section 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. (279E) (1) A company may withdraw an election made by or in respect of it under section 279A. (2) Withdrawal is achieved by giving notice of withdrawal to the registrar. (3) The withdrawal takes effect when the notice is registered by the registrar. (4) The effect of withdrawal is that the company's obligation under section 275 to keep and maintain a register of secretaries, and its obligation under section 276 to notify the registrar of changes to that register, apply from then on with respect to the period going forward. (5) This means that, when the withdrawal takes effect— (a) the company must enter in its register of secretaries all the information that is required to be contained in that register in respect of matters that are current as at that time, but (b) the company is not required to enter in its register information relating to the period when the election was in force that is no longer current. (279F) (1) The Secretary of State may by regulations amend this Act— (a) to extend sections 279A to 279E (with or without modification) to public companies or public companies of a class specified in the regulations, and (b) to make such other amendments as the Secretary of State thinks fit in consequence of that extension. (2) Regulations under this section are subject to affirmative resolution procedure.

11

The Companies Act 2006 is amended as follows.

12

In section 12 (statement of proposed officers), in subsection (2), after “will be required” insert “ (or, in the absence of an election under section 167A or 279A, would be required) ”.

13

In section 112 (the members of a company), after subsection (2) insert—

(3) Where an election under section 128B is in force in respect of a company— (a) the requirement in subsection (1) to enter particulars of members in the company's register of members does not apply, and (b) subsection (2) has effect as if the reference to a person whose name is entered in the company's register of members were a reference to a person with respect to whom the following steps have been taken— (i) the person's name has been delivered to the registrar under section 128E, and (ii) the document containing that information has been registered by the registrar.

14

In section 127 (register to be evidence), after the words “in it” insert “ , except for any matters of which the central register is prima facie evidence by virtue of section 128H ”.

15

In section 246 (putting the address on the public record)—

(a) after subsection (3) insert—

(3A) But— (a) subsection (3)(a) does not apply if an election under section 167A is in force in respect of the company's register of directors, and (b) subsection (3)(b) does not apply if an election under section 167A is in force in respect of the company's register of directors' residential addresses.

(b) after subsection (4) insert—

(4A) If an election under section 167A is in force in respect of the company's register of directors, the company must, in place of doing the things mentioned in subsection (4)(a) and (b), deliver the particulars to the registrar in accordance with section 167D.

, and

16

In section 286 (votes of joint holders of shares), in subsection (2), after “register of members” insert “ (or, if an election under section 128B is in force in respect of the company, in the register kept by the registrar under section 1080) ”.

17

In section 311 (contents of notices of meetings), in subsection (3)(b)(i), after “register of members” insert “ (or, if an election under section 128B is in force in respect of the company, by reference to the register kept by the registrar under section 1080) ”.

18

In section 360B (traded companies: requirements for participating in and voting at general meetings), after subsection (4) insert—

(5) If an election is in force under section 128B in respect of a company, the reference in subsection (2) to the register of members is to be read as a reference to the register kept by the registrar under section 1080.

19

In section 554 (registration of allotment), after subsection (2) insert—

(2A) If an election is in force under Chapter 2A of Part 8, the obligation under subsection (1) to register the allotment of shares is replaced by an obligation to deliver particulars of the allotment of shares to the registrar in accordance with that Chapter.

20

In section 558 (when shares are allotted), after “members” insert “ (or, as the case may be, to have the person's name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar) ”.

21

In section 588 (liability of subsequent holders of shares), in subsection (3)(a), after “members” insert “ (or, as the case may be, to have his name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar) ”.

22

In section 605 (liability of subsequent holders of shares), in subsection (4)(a), after “members” insert “ (or, as the case may be, to have his name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar) ”.

23

In section 616 (interpretation of Chapter 7), in subsection (3), after “members” insert “ (or, as the case may be, have your name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar) ”.

24

In section 655 (shares no bar to damages against company), after “members” insert “ (or have his name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar) ”.

25

In section 724 (Treasury shares), in subsection (4), after “members” insert “ (or, as the case may be, the company's name must be delivered to the registrar under Chapter 2A of Part 8) ”.

26

In section 770 (registration of transfer), after subsection (2) insert—

(3) If an election under Chapter 2A of Part 8 is in force in respect of the company, references in this section to registering a transfer (or a person) are to be read as references to delivering particulars of that transfer (or person) to the registrar under that Chapter.

27

In section 771 (procedure on transfer being lodged), after subsection (2) insert—

(2A) If an election is in force under Chapter 2A of Part 8 in respect of the company, references in this section to registering the transfer are to be read as references to delivering particulars of the transfer to the registrar in accordance with that Chapter.

28

In section 772 (transfer of shares on application of transferor)—

(a) after “the name of the transferee” insert “ (or, as the case may be, deliver the name of the transferee to the registrar under Chapter 2A of Part 8) ”, and

(b) after “entry” insert “ (or delivery) ”.

29

In section 786 (provision enabling or requiring arrangements to be adopted), in subsection (3)(a), after “members” insert “ (or, as the case may be, delivered to the registrar under Chapter 2A of Part 8) ”.

30

In section 1068 (registrar's requirements as to form, authentication and manner of delivery), after subsection (6) insert—

(6A) But the power conferred by this section does authorise the registrar to require any document permitted or required to be delivered to the registrar under Chapter 2A of Part 8 (option to keep membership information on central register) to be delivered by electronic means.

31

(1) Section 1081 (annotation of the register) is amended as follows.

(2) After subsection (1) insert—

(1A) If the registrar registers a document delivered by a company under section 128E that, by virtue of subsection (3)(a), (b) or (c) of that section, does not specify the relevant date, the registrar must place a note in the register recording as that date the date on which the document was registered by the registrar.

(3) In subsection (6), after “(1)” insert “ or (1A) ”.

32

In section 1094 (administrative removal of material from the register), in subsection (3)(a)—

(a) omit “or” at the end of sub-paragraph (vii),

(b) insert “ , or ” at the end of sub-paragraph (viii), and

(ix) a change in its membership particulars of which were delivered to the registrar under section 128E (duty to notify registrar of changes while election to keep information on central register is in force);

33

In section 1136 (regulations about where certain company records to be kept available for inspection), in subsection (2), after the entry for section 114 insert— “ section 128D (historic register of members); ”.

34

In Schedule 5 (communications by a company)—

(a) in paragraph 4 (address for communications in hard copy form), after sub-paragraph (1) insert—

(1A) Sub-paragraph (1) has effect— (a) where an election under section 128B is in force, as if the reference in paragraph (c) to the company's register of members were a reference to the register kept by the registrar under section 1080, and (b) where an election under section 167A is in force in respect of the company's register of directors, as if the reference in paragraph (d) to the company's register of directors were a reference to the register kept by the registrar under section 1080.

, and

(b) in paragraph 16 (joint holders of shares or debentures), after sub-paragraph (3) insert—

(3A) Where an election under section 128B is in force, the reference in sub-paragraph (3)(b) to the register of members is to be read as a reference to the register kept by the registrar under section 1080.

35

In Schedule 8 (index of defined expressions), in the appropriate place insert—

the central register
—in Chapter 2A of Part 8	section 128A(2)
—in Chapter 4 of Part 21A	section 790W(2)

SCHEDULE 6

1

The Companies Act 2006 is amended as follows.

2

In section 10 (statement of capital and initial shareholdings), in subsection (2)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

3

In section 32 (constitutional documents to be provided to members), in subsection (2)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

4

In section 108 (statement of capital required on re-registration as a limited company which already has allotted share capital), in subsection (3)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

5

In section 555 (return of allotment by limited company), in subsection (4)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

6

In section 619 (notice to registrar of sub-division or consolidation), in subsection (3)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

7

In section 621 (notice to registrar of reconversion of stock into shares), in subsection (3)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

8

In section 625 (notice to registrar of redenomination), in subsection (3)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

9

In section 627 (notice to registrar of reduction of capital in connection with redenomination), in subsection (3)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

10

In section 644 (registration of resolution reducing share capital), in subsection (2)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

11

In section 649 (registration of court order confirming reduction of share capital), in subsection (2)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

12

In section 663 (notice to registrar of cancellation of shares), in subsection (3)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

13

In section 689 (notice to registrar of redemption), in subsection (3)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

14

In section 708 (notice to registrar of cancellation on purchase of own shares), in subsection (3)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

15

In section 720B (registration of resolution etc. for purchase of own shares in connection with employees' share scheme), in subsection (2)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

16

In section 730 (notification of cancellation of treasury shares), in subsection (5)—

(a) after paragraph (b) insert—

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

, and

(b) omit paragraph (d) (and the “and” immediately before it).

SCHEDULE 7

PART 1 — Company Directors Disqualification Act 1986

1

The Company Directors Disqualification Act 1986 is amended as follows.

2

In section 1 (disqualification orders: general) in subsection (2), for “section 6” substitute “ sections 6 and 8ZA ”.

3

(1) Section 1A (disqualification undertakings: general) is amended as follows.

(2) In subsection (1), for “7 and 8” substitute “ 5A, 7, 8, 8ZC and 8ZE ”.

(3) In subsection (2), after “7” insert “ or 8ZC ”.

4

(1) Section 2 (disqualification on conviction of indictable offence) is amended as follows.

(2) After subsection (1) insert—

(1A) In subsection (1), “company” includes overseas company.

(3) In subsection (2), after paragraph (a) insert—

(aa) in relation to an overseas company not falling within paragraph (a), the High Court or, in Scotland, the Court of Session, or

5

(1) Section 3 (disqualification for persistent breaches of companies legislation) is amended as follows.

(2) After subsection (3) insert—

(3A) In this section “company” includes overseas company.

(3) In subsection (4)—

(a) after “means” insert

— (a)

, and

(b) after “committed” insert

, or (b) in relation to an overseas company not falling within paragraph (a), the High Court or, in Scotland, the Court of Session.

6

In section 5 (disqualification on summary conviction), after subsection (4A) insert—

(4B) In this section “company” includes overseas company.

7

In section 6 (duty of court to disqualify unfit directors of insolvent companies), in subsection (2), omit “and the next”.

8

In section 7 (disqualifications under section 6: applications and undertakings), after subsection (4) insert—

(5) Subsections (1A) and (2) of section 6 apply for the purposes of this section as they apply for the purposes of that section.

9

Before section 8A insert— “ Further provision about disqualification undertakings ”

10

In section 8A (variation etc of disqualification undertaking), in subsection (3)—

(a) before paragraph (a) insert—

(za) in the case of an undertaking given under section 8ZC has the same meaning as in section 8ZA; (zb) in the case of an undertaking given under section 8ZE means the High Court or, in Scotland, the Court of Session;

, and

(b) in paragraph (b), after “section” insert “ 5A(5), ”.

11

In section 10 (participation in wrongful trading), after subsection (2) insert—

(3) In this section “company” includes overseas company.

12

(1) Section 16 (application for disqualification order) is amended as follows.

(2) In subsection (1), omit “by the court having jurisdiction to wind up a company”.

(3) In subsection (2)—

(a) for “with jurisdiction to wind up companies” substitute “ , other than a court mentioned in section 2(2)(b) or (c), ”, and

(b) after “any company” insert “ or overseas company ”.

13

(1) Section 17 (application for leave under an order or undertaking) is amended as follows.

(2) In subsection (3), after “under section” insert “ 5A, ”.

(3) After subsection (3) insert—

(3ZA) Where a person is subject to a disqualification undertaking accepted at any time under section 8ZC, any application for leave for the purposes of section 1A(1)(a) must be made to any court to which, if the Secretary of State had applied for a disqualification order under section 8ZA at that time, that application could have been made. (3ZB) Where a person is subject to a disqualification undertaking accepted at any time under section 8ZE, any application for leave for the purposes of section 1A(1)(a) must be made to the High Court or, in Scotland, the Court of Session.

14

In section 18 (register of disqualification orders and undertakings), in subsection (2A)(a), for “7 or 8” substitute “ 5A, 7, 8, 8ZC or 8ZE ”.

15

In section 20 (admissibility in evidence of statements), in subsection (1), for “6 to 10, 15” substitute “ 5A, 6 to 10, 12C, 15 to 15C ”.

16

In section 21 (interaction with Insolvency Act 1986), in each of subsections (2) and (3), for “6 to 10, 13, 14, 15” substitute “ 5A, 6 to 10, 12C to 15C ”.

17

In section 22 (interpretation), after subsection (2) insert—

(2A) An “overseas company” is a company incorporated or formed outside Great Britain.

18

In section 22A (application of Act to building societies), omit subsection (4).

19

In section 22B (application of Act to incorporated friendly societies)—

(a) after subsection (3) insert—

(3A) In relation to an incorporated friendly society, this Act applies as if sections 8ZA to 8ZE were omitted.

, and

(b) omit subsection (4).

20

In section 22C (application of Act to NHS foundation trusts) omit subsection (3).

21

Omit section 22D (application of Act to open-ended investment companies).

22

(1) Section 22E (application of Act to registered societies) is amended as follows.

(2) In subsection (4)—

(a) omit paragraph (c), and

(b) after paragraph (e) insert—

(f) sections 8ZA to 8ZE are to be disregarded.

(3) Omit subsection (5).

23

In section 22F (application of Act to charitable incorporated organisations) omit subsection (4).

PART 2 — Other enactments

Companies (Audit, Investigations and Community Enterprises) Act 2004

24

Omit paragraph 28 of Schedule 2 to the Companies (Audit, Investigations and Community Enterprises) Act 2004.

Companies Act 2006

25

Omit section 1039 of the Companies Act 2006 (disqualification orders consequential amendments).

SCHEDULE 8

The Company Directors Disqualification (Northern Ireland) Order 2002

1

In this Schedule “the 2002 Order” means the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)).

Convictions abroad

2

(1) After Article 8 of the 2002 Order insert—

(8A) (1) If it appears to the Department that it is expedient in the public interest that a disqualification order under this Article should be made against a person, the Department may apply to the High Court for such an order. (2) The High Court may, on an application under paragraph (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 Northern Ireland— (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 Northern Ireland. (4) Where it appears to the Department 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 Department should accept the undertaking (instead of applying, or proceeding with an application, for a disqualification order), the Department may accept the undertaking. (5) In this Article, “company” includes an overseas company. (6) The maximum period of disqualification under an order under this Article is 15 years.

(2) Article 8A(2) and (4) of the 2002 Order, as inserted by this paragraph, apply in relation to a conviction of a relevant foreign offence which occurs on or after the day on which this paragraph comes into force regardless of whether the act or omission which constituted the offence occurred before that day.

Determining unfitness and disqualification orders: matters to be taken into account

3

(1) The 2002 Order is amended as follows.

(2) In Article 9 (duty of High Court to disqualify unfit directors of insolvent companies)—

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

(b) after paragraph (1) insert—

(1A) In this Article 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.

(d) after paragraph (2) insert—

(2A) For the purposes of this Article, an overseas company becomes insolvent if the company enters into insolvency proceedings of any description (including interim proceedings) in any jurisdiction. (2B) In this Article and Article 10, “director” includes a shadow director.

(3) In Article 11 (disqualification where expedient in public interest)—

(a) in paragraph (3)(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), ”,

(b) in paragraph (4) 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) ”, and

(4A) Paragraph (1A) of Article 9 applies for the purposes of this Article as it applies for the purposes of that Article.

(4) Omit Article 13 (matters for determining unfitness of directors).

(5) After Article 17 insert—

(17A) (1) This Article applies where the High 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 Articles 5 to 7, 8A, 11 or 14; (c) where the Court has decided to make a disqualification order under any of those Articles or is required to make an order under Article 9, what the period of disqualification should be. (2) This Article also applies where the Department 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 Department has to accept a disqualification undertaking under any of Articles 8A, 10 or 11. (3) In making any such determination in relation to a person, the High Court or the Department 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. (4) In this Article “director” includes a shadow director. (5) Paragraph (1A) of Article 9 applies for the purposes of this Article as it applies for the purposes of that Article. (6) The Department may by order modify Schedule 1; and such an order may contain such transitional provision as may appear to the Department to be necessary or expedient. (7) An order under paragraph (5) is subject to affirmative resolution.

(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) Paragraphs (1A) to (2A) of Article 9 apply for the purposes of this Schedule as they apply for the purposes of that Article. (9) In this Schedule “director” includes a shadow director.

Extension of period for applying for disqualification order for unfit directors

4

(1) In Article 10(2) of the 2002 Order (period within which application may be made for disqualification order against unfit director of insolvent company), for “2 years” substitute “ 3 years ”.

(2) Sub-paragraph (1) applies only to an application relating to a company which has become insolvent after the commencement of that sub-paragraph.

(3) Article 9(2) of the 2002 Order (meaning of “becoming insolvent”) applies for the purposes of sub-paragraph (2) as it applies for the purposes of Article 9 of that Order.

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

5

(1) The 2002 Order is amended as follows.

(2) After Article 10 insert—

(10A) (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 Article 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 paragraph (1A) of Article 9 applies for the purposes of this Article as it applies for the purposes of that Article. (3) A conduct report must, in relation to each person, describe any conduct of the person which may assist the Department in deciding whether to exercise the power under Article 10(1) or (3) in relation to that person. (4) The office-holder must send the conduct report to the Department before the end of— (a) the period of 3 months beginning with the insolvency date, or (b) such other longer period as the Department 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 Department 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 sub-paragraph of paragraph (2) at that time), paragraph (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 sub-paragraphs of paragraph (2)— (a) the references in paragraph (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) paragraph (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 Department. (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 High Court, 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 High Court, means the date on which the Court makes the winding-up order (see Article 105 of the Insolvency (Northern Ireland) Order 1989); (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 Article 75 of the Insolvency (Northern Ireland) Order 1989; (c) in the case of a company being wound up by way of a creditors' voluntary winding up where no such declaration under Article 75 of that Order 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 paragraph (10)(e), any appointment of an administrative receiver to replace an administrative receiver who has died or vacated office pursuant to Article 55 of the Insolvency (Northern Ireland) Order 1989 is to be ignored. (12) In this Article, “director” includes a shadow director.

(3) In Article 10 (disqualification order or undertaking and reporting provisions), omit paragraph (4).

(4) For the heading to Article 10 substitute “ Disqualification orders under Article 9: applications and acceptance of undertakings ”.

(5) In consequence of the amendment made by sub-paragraph (3), omit paragraph 64 of Schedule 2 to the Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10)).

Directors: removal of restriction on application for disqualification order

6

(1) The 2002 Order is amended as follows.

(2) In Article 11 (disqualification of director after investigation of company)—

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

(b) omit paragraph (2), and

(3) For the heading of that Article substitute “ Disqualification of director on finding of unfitness ”.

Persons instructing unfit director

7

After Article 11 of the 2002 Order insert—

(11A) (1) The High Court may make a disqualification order against a person (“P”) if, on an application under Article 11B, it is satisfied— (a) either— (i) that a disqualification order under Article 9 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 Department has accepted a disqualification undertaking from such a person under Article 10(3), and (b) that P exercised the requisite amount of influence over the person. That person is referred to in this Article as “the main transgressor”. (2) For the purposes of this Article, 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 Article 9, or (b) in relation to which the undertaking was accepted from the main transgressor under Article 10(3), 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 Article the minimum period of disqualification is 2 years and the maximum period is 15 years. (11B) (1) If it appears to the Department that it is expedient in the public interest that a disqualification order should be made against a person under Article 11A, the Department may— (a) make an application to the High Court for such an order, or (b) in a case where an application for an order under Article 9 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 High Court, an application for a disqualification order under Article 11A 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 Article 9(2)). (3) Paragraph (5) of Article 10 applies for the purposes of this Article as it applies for the purposes of that Article. (11C) (1) If it appears to the Department that it is expedient in the public interest to do so, the Department may accept a disqualification undertaking from a person (“P”) if— (a) any of the following is the case— (i) a disqualification order under Article 9 has been made against a person who is or has been a director (but not a shadow director) of a company, (ii) the Department has accepted a disqualification undertaking from such a person under Article 10(3), or (iii) it appears to the Department that such an undertaking could be accepted from such a person (if one were offered), and (b) it appears to the Department that P exercised the requisite amount of influence over the person. That person is referred to in this Article as “the main transgressor”. (2) For the purposes of this Article, 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 Article 9, (b) in relation to which the disqualification undertaking was accepted from the main transgressor under Article 10(3), or (c) which led the Department to the conclusion set out in paragraph (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) Paragraph (5) of Article 10 applies for the purposes of this Article as it applies for the purposes of that Article. (11D) (1) The High Court may make a disqualification order against a person (“P”) if, on an application under this Article, it is satisfied— (a) either— (i) that a disqualification order under Article 11 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 Department has accepted a disqualification undertaking from such a person under Article 11(3), and (b) that P exercised the requisite amount of influence over the person. That person is referred to in this Article as “the main transgressor”. (2) The Department may make an application to the High Court for a disqualification order against P under this Article if it appears to the Department that it is expedient in the public interest for such an order to be made. (3) For the purposes of this Article, 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 Article 11, or (b) in relation to which the undertaking was accepted from the main transgressor under Article 11(3), 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 Article the maximum period of disqualification is 15 years. (11E) (1) If it appears to the Department that it is expedient in the public interest to do so, the Department may accept a disqualification undertaking from a person (“P”) if— (a) any of the following is the case— (i) a disqualification order under Article 11 has been made against a person who is or has been a director (but not a shadow director) of a company, (ii) the Department has accepted a disqualification undertaking from such a person under Article 11(3), or (iii) it appears to the Department that such an undertaking could be accepted from such a person (if one were offered), and (b) it appears to the Department that P exercised the requisite amount of influence over the person. That person is referred to in this Article as “the main transgressor”. (2) For the purposes of this Article, 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 Article 11, (b) in relation to which the disqualification undertaking was accepted from the main transgressor under Article 11(3), or (c) which led the Department to the conclusion set out in paragraph (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.

Compensation orders and undertakings

8

After Article 19 of the 2002 Order insert—

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Small Business, Enterprise and Employment Act 2015

Second notice of right to surrender

4

Expiry of right to surrender and applications for cancellation of outstanding share warrants

5

Cancellation orders and suspended cancellation orders

6

Registration of reduction of share capital

7

Reduction of share capital below authorised minimum in case of public company

8

Payment into court in connection with cancellation

9

10

11

12

Company with outstanding share warrants: prohibition on striking off

13

Notices

14

Company filings: language requirements

15

Application of sections 1112 and 1113 of the Companies Act 2006

16

Offences

17

18

19

Interpretation

20

Transitory provision

21

PART 2 — Consequential amendments

22

23

24

25

26

27

28

SCHEDULE 5

PART 1 — Creation of the option

Register of members

1

2

3

Register of overseas members

4

Register of directors and register of directors’ residential addresses

5

6

7

Register of secretaries

8

9

10

PART 2 — Related amendments

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33