Companies Act 2006 Legislation gov uk

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ii Companies Act 2006 c 46,Registration and its effect. 14 Registration,15 Issue of certificate of incorporation. 16 Effect of registration,A COMPANY S CONSTITUTION. INTRODUCTORY,17 A company s constitution,ARTICLES OF ASSOCIATION. 18 Articles of association, 19 Power of Secretary of State to prescribe model articles.
20 Default application of model articles,Alteration of articles. 21 Amendment of articles,22 Entrenched provisions of the articles. 23 Notice to registrar of existence of restriction on amendment of articles. 24 Statement of compliance where amendment of articles restricted. 25 Effect of alteration of articles on company s members. 26 Registrar to be sent copy of amended articles, 27 Registrar s notice to comply in case of failure with respect to amended articles. Supplementary, 28 Existing companies provisions of memorandum treated as provisions of. RESOLUTIONS AND AGREEMENTS AFFECTING A COMPANY S CONSTITUTION. 29 Resolutions and agreements affecting a company s constitution. 30 Copies of resolutions or agreements to be forwarded to registrar. MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS,Statement of company s objects.
31 Statement of company s objects,Companies Act 2006 c 46 iii. Other provisions with respect to a company s constitution. 32 Constitutional documents to be provided to members. 33 Effect of company s constitution, 34 Notice to registrar where company s constitution altered by enactment. 35 Notice to registrar where company s constitution altered by order. 36 Documents to be incorporated in or accompany copies of articles issued by. Supplementary provisions, 37 Right to participate in profits otherwise than as member void. 38 Application to single member companies of enactments and rules of law. A COMPANY S CAPACITY AND RELATED MATTERS, Capacity of company and power of directors to bind it. 39 A company s capacity,40 Power of directors to bind the company.
41 Constitutional limitations transactions involving directors or their associates. 42 Constitutional limitations companies that are charities. Formalities of doing business under the law of England and Wales or Northern Ireland. 43 Company contracts,44 Execution of documents,45 Common seal. 46 Execution of deeds, 47 Execution of deeds or other documents by attorney. Formalities of doing business under the law of Scotland. 48 Execution of documents by companies,Other matters. 49 Official seal for use abroad,50 Official seal for share certificates etc. 51 Pre incorporation contracts deeds and obligations. 52 Bills of exchange and promissory notes,A COMPANY S NAME.
GENERAL REQUIREMENTS,Prohibited names,53 Prohibited names. iv Companies Act 2006 c 46,Sensitive words and expressions. 54 Names suggesting connection with government or public authority. 55 Other sensitive words or expressions, 56 Duty to seek comments of government department or other specified body. Permitted characters etc,57 Permitted characters etc. INDICATIONS OF COMPANY TYPE OR LEGAL FORM,Required indications for limited companies.
58 Public limited companies,59 Private limited companies. 60 Exemption from requirement as to use of limited. 61 Continuation of existing exemption companies limited by shares. 62 Continuation of existing exemption companies limited by guarantee. 63 Exempt company restriction on amendment of articles. 64 Power to direct change of name in case of company ceasing to be entitled to. Inappropriate use of indications of company type or legal form. 65 Inappropriate use of indications of company type or legal form. SIMILARITY TO OTHER NAMES,Similarity to other name on registrar s index. 66 Name not to be the same as another in the index. 67 Power to direct change of name in case of similarity to existing name. 68 Direction to change name supplementary provisions. Similarity to other name in which person has goodwill. 69 Objection to company s registered name,70 Company names adjudicators. 71 Procedural rules, 72 Decision of adjudicator to be made available to public. 73 Order requiring name to be changed,74 Appeal from adjudicator s decision.
OTHER POWERS OF THE SECRETARY OF STATE,75 Provision of misleading information etc. 76 Misleading indication of activities,Companies Act 2006 c 46 v. CHANGE OF NAME,77 Change of name,78 Change of name by special resolution. 79 Change of name by means provided for in company s articles. 80 Change of name registration and issue of new certificate of incorporation. 81 Change of name effect,TRADING DISCLOSURES,82 Requirement to disclose company name etc. 83 Civil consequences of failure to make required disclosure. 84 Criminal consequences of failure to make required disclosures. 85 Minor variations in form of name to be left out of account. A COMPANY S REGISTERED OFFICE,86 A company s registered office.
87 Change of address of registered office,Welsh companies. 88 Welsh companies, RE REGISTRATION AS A MEANS OF ALTERING A COMPANY S STATUS. Introductory,89 Alteration of status by re registration. Private company becoming public,90 Re registration of private company as public. 91 Requirements as to share capital,92 Requirements as to net assets.
93 Recent allotment of shares for non cash consideration. 94 Application and accompanying documents,95 Statement of proposed secretary. 96 Issue of certificate of incorporation on re registration. Public company becoming private, 97 Re registration of public company as private limited company. 98 Application to court to cancel resolution,vi Companies Act 2006 c 46. 99 Notice to registrar of court application or order. 100 Application and accompanying documents, 101 Issue of certificate of incorporation on re registration. Private limited company becoming unlimited, 102 Re registration of private limited company as unlimited.
103 Application and accompanying documents, 104 Issue of certificate of incorporation on re registration. Unlimited private company becoming limited, 105 Re registration of unlimited company as limited. 106 Application and accompanying documents, 107 Issue of certificate of incorporation on re registration. 108 Statement of capital required where company already has share capital. Public company becoming private and unlimited, 109 Re registration of public company as private and unlimited. 110 Application and accompanying documents, 111 Issue of certificate of incorporation on re registration.
A COMPANY S MEMBERS,THE MEMBERS OF A COMPANY,112 The members of a company. REGISTER OF MEMBERS,113 Register of members,114 Register to be kept available for inspection. 115 Index of members,116 Rights to inspect and require copies. 117 Register of members response to request for inspection or copy. 118 Register of members refusal of inspection or default in providing copy. 119 Register of members offences in connection with request for or disclosure of. information,120 Information as to state of register and index. 121 Removal of entries relating to former members,Special cases.
122 Share warrants,123 Single member companies,Companies Act 2006 c 46 vii. 124 Company holding its own shares as treasury shares. Supplementary,125 Power of court to rectify register. 126 Trusts not to be entered on register,127 Register to be evidence. 128 Time limit for claims arising from entry in register. OVERSEAS BRANCH REGISTERS,129 Overseas branch registers. 130 Notice of opening of overseas branch register,131 Keeping of overseas branch register.
132 Register or duplicate to be kept available for inspection in UK. 133 Transactions in shares registered in overseas branch register. 134 Jurisdiction of local courts,135 Discontinuance of overseas branch register. PROHIBITION ON SUBSIDIARY BEING MEMBER OF ITS HOLDING COMPANY. General prohibition, 136 Prohibition on subsidiary being a member of its holding company. 137 Shares acquired before prohibition became applicable. Subsidiary acting as personal representative or trustee. 138 Subsidiary acting as personal representative or trustee. 139 Interests to be disregarded residual interest under pension scheme or. employees share scheme, 140 Interests to be disregarded employer s rights of recovery under pension. scheme or employees share scheme,Subsidiary acting as dealer in securities. 141 Subsidiary acting as authorised dealer in securities. 142 Protection of third parties in other cases where subsidiary acting as dealer in. securities,Supplementary, 143 Application of provisions to companies not limited by shares.
144 Application of provisions to nominees,viii Companies Act 2006 c 46. EXERCISE OF MEMBERS RIGHTS,Effect of provisions in company s articles. 145 Effect of provisions of articles as to enjoyment or exercise of members rights. Information rights, 146 Traded companies nomination of persons to enjoy information rights. 147 Information rights form in which copies to be provided. 148 Termination or suspension of nomination, 149 Information as to possible rights in relation to voting. 150 Information rights status of rights,151 Information rights power to amend.
Exercise of rights where shares held on behalf of others. 152 Exercise of rights where shares held on behalf of others exercise in different. 153 Exercise of rights where shares held on behalf of others members requests. A COMPANY S DIRECTORS,APPOINTMENT AND REMOVAL OF DIRECTORS. Requirement to have directors,154 Companies required to have directors. 155 Companies required to have at least one director who is a natural person. 156 Direction requiring company to make appointment. Appointment,157 Minimum age for appointment as director. 158 Power to provide for exceptions from minimum age requirement. 159 Existing under age directors, 160 Appointment of directors of public company to be voted on individually. 161 Validity of acts of directors,Register of directors etc.
162 Register of directors, 163 Particulars of directors to be registered individuals. 164 Particulars of directors to be registered corporate directors and firms. 165 Register of directors residential addresses, 166 Particulars of directors to be registered power to make regulations. 167 Duty to notify registrar of changes,Companies Act 2006 c 46 ix. 168 Resolution to remove director,169 Director s right to protest against removal. GENERAL DUTIES OF DIRECTORS,Introductory,170 Scope and nature of general duties.
The general duties,171 Duty to act within powers,172 Duty to promote the success of the company. 173 Duty to exercise independent judgment, 174 Duty to exercise reasonable care skill and diligence. 175 Duty to avoid conflicts of interest, 176 Duty not to accept benefits from third parties. 177 Duty to declare interest in proposed transaction or arrangement. Supplementary provisions, 178 Civil consequences of breach of general duties. 179 Cases within more than one of the general duties. 180 Consent approval or authorisation by members, 181 Modification of provisions in relation to charitable companies.
DECLARATION OF INTEREST IN EXISTING TRANSACTION OR ARRANGEMENT. 182 Declaration of interest in existing transaction or arrangement. 183 Offence of failure to declare interest,184 Declaration made by notice in writing. 185 General notice treated as sufficient declaration. 186 Declaration of interest in case of company with sole director. 187 Declaration of interest in existing transaction by shadow director. TRANSACTIONS WITH DIRECTORS REQUIRING APPROVAL OF MEMBERS. Service contracts, 188 Directors long term service contracts requirement of members approval. 189 Directors long term service contracts civil consequences of contravention. Substantial property transactions, 190 Substantial property transactions requirement of members approval. 191 Meaning of substantial, 192 Exception for transactions with members or other group companies. x Companies Act 2006 c 46, 193 Exception in case of company in winding up or administration.
194 Exception for transactions on recognised investment exchange. 195 Property transactions civil consequences of contravention. 196 Property transactions effect of subsequent affirmation. Loans quasi loans and credit transactions, 197 Loans to directors requirement of members approval. 198 Quasi loans to directors requirement of members approval. 199 Meaning of quasi loan and related expressions, 200 Loans or quasi loans to persons connected with directors requirement of. members approval, 201 Credit transactions requirement of members approval. 202 Meaning of credit transaction, 203 Related arrangements requirement of members approval. 204 Exception for expenditure on company business, 205 Exception for expenditure on defending proceedings etc.
206 Exception for expenditure in connection with regulatory action or. investigation, 207 Exceptions for minor and business transactions. 208 Exceptions for intra group transactions,209 Exceptions for money lending companies. 210 Other relevant transactions or arrangements,211 The value of transactions and arrangements. 212 The person for whom a transaction or arrangement is entered into. 213 Loans etc civil consequences of contravention,214 Loans etc effect of subsequent affirmation. Companies Act 2006 c 46 v CHAPTER 5 CHANGE OF NAME 77 Change of name 78 Change of name by special resolution 79 Change of name by means provided for in company s articles 80 Change of name registration and issue of new certificate of incorporation 81 Change of name effect CHAPTER 6 TRADING DISCLOSURES 82 Requirement to disclose company

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