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Companies Act 2006 - Contents

The Act a very long document and the Contents alone runs to 59 pages. The Act is divided into 47 Parts, and most Parts contain Chapters and/or sub-headings, within which are the actual sections of the Act. The following is a list of all the Parts, Chapters and sub-headings, but not the individual sections. The full contents, with all the section numbers, is available at the beginning of the Act on the IPSO website. We find this list a useful way of finding the Part or Chapter of the Act, before going to the tet of the Act itself for the wording of the section.

CONTENTS

PART 1 GENERAL INTRODUCTORY PROVISIONS
Companies and Companies Acts
Types of company

PART 2 COMPANY FORMATION
General
Requirements for registration
Registration and its effect

PART 3 A COMPANY'S CONSTITUTION
CHAPTER 1 INTRODUCTORY
CHAPTER 2 ARTICLES OF ASSOCIATION
General
Alteration of articles
Supplementary
CHAPTER 3 RESOLUTIONS AND AGREEMENTS AFFECTING A COMPANY'S CONSTITUTION
CHAPTER 4 MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS
Statement of company's objects
Other provisions with respect to a company's constitution
Supplementary provisions

PART 4 A COMPANY'S CAPACITY AND RELATED MATTERS
Capacity of company and power of directors to bind it
Formalities of doing business under the law of England and Wales or Northern Ireland
Formalities of doing business under the law of Scotland
Other matters

PART 5 A COMPANY'S NAME
CHAPTER 1 GENERAL REQUIREMENTS
Prohibited names
Sensitive words and expressions
Permitted characters etc
CHAPTER 2 INDICATIONS OF COMPANY TYPE OR LEGAL FORM
Required indications for limited companies
Inappropriate use of indications of company type or legal form
CHAPTER 3 SIMILARITY TO OTHER NAMES
Similarity to other name on registrar's index
Similarity to other name in which person has goodwill
CHAPTER 4 OTHER POWERS OF THE SECRETARY OF STATE
CHAPTER 5 CHANGE OF NAME
CHAPTER 6 TRADING DISCLOSURES

PART 6 A COMPANY'S REGISTERED OFFICE
General
Welsh companies

PART 7 RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY'S STATUS
Introductory
Private company becoming public
Public company becoming private
Private limited company becoming unlimited
Unlimited private company becoming limited
Public company becoming private and unlimited

PART 8 A COMPANY'S MEMBERS
CHAPTER 1 THE MEMBERS OF A COMPANY
CHAPTER 2 REGISTER OF MEMBERS
General
Special cases
Supplementary
CHAPTER 3 OVERSEAS BRANCH REGISTERS
CHAPTER 4 PROHIBITION ON SUBSIDIARY BEING MEMBER OF ITS HOLDING COMPANY
General prohibition
Subsidiary acting as personal representative or trustee
Subsidiary acting as dealer in securities
Supplementary

PART 9 EXERCISE OF MEMBERS' RIGHTS
Effect of provisions in company's articles
Information rights
Exercise of rights where shares held on behalf of others

PART 10 A COMPANY'S DIRECTORS
CHAPTER 1 APPOINTMENT AND REMOVAL OF DIRECTORS
Requirement to have directors
Appointment
Register of directors, etc
Removal
CHAPTER 2 GENERAL DUTIES OF DIRECTORS
Introductory
The general duties
Supplementary provisions
CHAPTER 3 DECLARATION OF INTEREST IN EXISTING TRANSACTION OR ARRANGEMENT
CHAPTER 4 TRANSACTIONS WITH DIRECTORS REQUIRING APPROVAL OF MEMBERS
Service contracts
Substantial property transactions
Loans, quasi-loans and credit transactions
Payments for loss of office
Supplementary
CHAPTER 5 DIRECTORS' SERVICE CONTRACTS
CHAPTER 6 CONTRACTS WITH SOLE MEMBERS WHO ARE DIRECTORS
CHAPTER 7 DIRECTORS' LIABILITIES
Provision protecting directors from liability
Ratification of acts giving rise to liability
CHAPTER 8 DIRECTORS' RESIDENTIAL ADDRESSES: PROTECTION FROM DISCLOSURE
CHAPTER 9 SUPPLEMENTARY PROVISIONS
Provision for employees on cessation or transfer of business
Records of meetings of directors
Meaning of "director" and "shadow director"
Other definitions
General

PART 11 DERIVATIVE CLAIMS AND PROCEEDINGS BY MEMBERS
CHAPTER 1 DERIVATIVE CLAIMS IN ENGLAND AND WALES OR NORTHERN IRELAND
CHAPTER 2 DERIVATIVE PROCEEDINGS IN SCOTLAND

PART 12 COMPANY SECRETARIES
Private companies
Public companies
Provisions applying to private companies with a secretary and to public companies

PART 13 RESOLUTIONS AND MEETINGS
CHAPTER 1 GENERAL PROVISIONS ABOUT RESOLUTIONS
CHAPTER 2 WRITTEN RESOLUTIONS
General provisions about written resolutions
Circulation of written resolutions
Agreeing to written resolutions
Supplementary
CHAPTER 3 RESOLUTIONS AT MEETINGS
General provisions about resolutions at meetings
Calling meetings
Notice of meetings
Members' statements
Procedure at meetings
Proxies
Adjourned meetings
Electronic communications
Application to class meetings
CHAPTER 4 PUBLIC COMPANIES: ADDITIONAL REQUIREMENTS FOR AGMS
CHAPTER 5 ADDITIONAL REQUIREMENTS FOR QUOTED COMPANIES
Website publication of poll results
Independent report on poll
Supplementary
CHAPTER 6 RECORDS OF RESOLUTIONS AND MEETINGS
CHAPTER 7 SUPPLEMENTARY PROVISIONS

PART 14 CONTROL OF POLITICAL DONATIONS AND EXPENDITURE
Introductory
Donations and expenditure to which this Part applies
Authorisation required for donations or expenditure
Remedies in case of unauthorised donations or expenditure
Exemptions
Supplementary provisions

PART 15 ACCOUNTS AND REPORTS
CHAPTER 1 INTRODUCTION
General
Companies subject to the small companies regime
Quoted and unquoted companies
CHAPTER 2 ACCOUNTING RECORDS
CHAPTER 3 A COMPANY'S FINANCIAL YEAR
CHAPTER 4 ANNUAL ACCOUNTS
General
Individual accounts
Group accounts: small companies
Group accounts: other companies
Group accounts: general
Information to be given in notes to the accounts
Approval and signing of accounts
CHAPTER 5 DIRECTORS' REPORT
Directors' report
CHAPTER 6 QUOTED COMPANIES: DIRECTORS' REMUNERATION REPORT
CHAPTER 7 PUBLICATION OF ACCOUNTS AND REPORTS
Duty to circulate copies of accounts and reports
Option to provide summary financial statement
Quoted companies: requirements as to website publication
Right of member or debenture holder to demand copies of accounts and reports
Requirements in connection with publication of accounts and reports
CHAPTER 8 PUBLIC COMPANIES: LAYING OF ACCOUNTS AND REPORTS BEFORE GENERAL MEETING
CHAPTER 9 QUOTED COMPANIES: MEMBERS' APPROVAL OF DIRECTORS' REMUNERATION REPORT
CHAPTER 10 FILING OF ACCOUNTS AND REPORTS
Duty to file accounts and reports
Filing obligations of different descriptions of company
Requirements where abbreviated accounts delivered
Failure to file accounts and reports
CHAPTER 11 REVISION OF DEFECTIVE ACCOUNTS AND REPORTS
Voluntary revision
Secretary of State's notice
Application to court
Power of authorised person to require documents etc
CHAPTER 12 SUPPLEMENTARY PROVISIONS
Liability for false or misleading statements in reports
Accounting and reporting standards
Companies qualifying as medium-sized
General power to make further provision about accounts and reports
Other supplementary provisions

PART 16 AUDIT
CHAPTER 1 REQUIREMENT FOR AUDITED ACCOUNTS
Requirement for audited accounts
Exemption from audit: small companies
Exemption from audit: dormant companies
Companies subject to public sector audit
General power of amendment by regulations
CHAPTER 2 APPOINTMENT OF AUDITORS
Private companies
Public companies
General provisions
CHAPTER 3 FUNCTIONS OF AUDITOR
Auditor's report
Signature of auditor's report
Offences in connection with auditor's report
CHAPTER 4 REMOVAL, RESIGNATION, ETC OF AUDITORS
Removal of auditor
Failure to re-appoint auditor
Resignation of auditor
Statement by auditor on ceasing to hold office
Duties and rights of auditors
Supplementary
CHAPTER 5 QUOTED COMPANIES: RIGHT OF MEMBERS TO RAISE AUDIT CONCERNS AT ACCOUNTS MEETING
CHAPTER 6 AUDITORS' LIABILITY
Voidness of provisions protecting auditors from liability
Indemnity for costs of defending proceedings
Liability limitation agreements
CHAPTER 7 SUPPLEMENTARY PROVISIONS

PART 17 A COMPANY'S SHARE CAPITAL
CHAPTER 1 SHARES AND SHARE CAPITAL OF A COMPANY
Shares
Share capital
CHAPTER 2 ALLOTMENT OF SHARES: GENERAL PROVISIONS
Power of directors to allot shares
Prohibition of commissions, discounts and allowances
Registration of allotment
Return of allotment
Supplementary provisions
CHAPTER 3 ALLOTMENT OF EQUITY SECURITIES: EXISTING SHAREHOLDERS' RIGHT OF PRE-EMPTION
Introductory
Existing shareholders' right of pre-emption
Exceptions to right of pre-emption
Exclusion of right of pre-emption
Disapplication of pre-emption rights
Supplementary
CHAPTER 4 PUBLIC COMPANIES: ALLOTMENT WHERE ISSUE NOT FULLY SUBSCRIBED
CHAPTER 5 PAYMENT FOR SHARES
General rules
Additional rules for public companies
Supplementary provisions
CHAPTER 6 PUBLIC COMPANIES: INDEPENDENT VALUATION OF NON-CASH CONSIDERATION
Non-cash consideration for shares
Transfer of non-cash asset in initial period
Supplementary provisions
CHAPTER 7 SHARE PREMIUMS
The share premium account
Relief from requirements as to share premiums
Supplementary provisions
CHAPTER 8 ALTERATION OF SHARE CAPITAL
How share capital may be altered
Subdivision or consolidation of shares
Reconversion of stock into shares
Redenomination of share capital
CHAPTER 9 CLASSES OF SHARE AND CLASS RIGHTS
Introductory
Variation of class rights
Matters to be notified to the registrar
CHAPTER 10 REDUCTION OF SHARE CAPITAL
Introductory
Private companies: reduction of capital supported by solvency statement
Reduction of capital confirmed by the court
Public company reducing capital below authorised minimum
Effect of reduction of capital
CHAPTER 11 MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS

PART 18 ACQUISITION BY LIMITED COMPANY OF ITS OWN SHARES
CHAPTER 1 GENERAL PROVISIONS
Introductory
Shares held by company's nominee
Shares held by or for public company
Charges of public company on own shares
Supplementary provisions
CHAPTER 2 FINANCIAL ASSISTANCE FOR PURCHASE OF OWN SHARES
Introductory
Circumstances in which financial assistance prohibited
Exceptions from prohibition
Supplementary
CHAPTER 3 REDEEMABLE SHARES
CHAPTER 4 PURCHASE OF OWN SHARES
General provisions
Authority for purchase of own shares
Authority for off-market purchase
Authority for market purchase
Supplementary provisions
CHAPTER 5 REDEMPTION OR PURCHASE BY PRIVATE COMPANY OUT OF CAPITAL
Introductory
The permissible capital payment
Requirements for payment out of capital
Objection to payment by members or creditors
Supplementary provisions
CHAPTER 6 TREASURY SHARES
CHAPTER 7 SUPPLEMENTARY PROVISIONS

PART 19 DEBENTURES
General provisions
Register of debenture holders
Supplementary provisions

PART 20 PRIVATE AND PUBLIC COMPANIES
CHAPTER 1 PROHIBITION OF PUBLIC OFFERS BY PRIVATE COMPANIES
CHAPTER 2 MINIMUM SHARE CAPITAL REQUIREMENT FOR PUBLIC COMPANIES

PART 21 CERTIFICATION AND TRANSFER OF SECURITIES
CHAPTER 1 CERTIFICATION AND TRANSFER OF SECURITIES: GENERAL
Share certificates
Issue of certificates etc on allotment
Transfer of securities
Issue of certificates etc on transfer
Issue of certificates etc on allotment or transfer to financial institution
Share warrants
Supplementary provisions
CHAPTER 2 EVIDENCING AND TRANSFER OF TITLE TO SECURITIES WITHOUT WRITTEN INSTRUMENT
Introductory
Powers exercisable
Supplementary

PART 22 INFORMATION ABOUT INTERESTS IN A COMPANY'S SHARES
Introductory
Notice requiring information about interests in shares
Orders imposing restrictions on shares
Power of members to require company to act
Register of interests disclosed
Meaning of interest in shares
Other supplementary provisions

PART 23 DISTRIBUTIONS
CHAPTER 1 RESTRICTIONS ON WHEN DISTRIBUTIONS MAY BE MADE
Introductory
General rules
Distributions by investment companies
CHAPTER 2 JUSTIFICATION OF DISTRIBUTION BY REFERENCE TO ACCOUNTS
Justification of distribution by reference to accounts
Requirements applicable in relation to relevant accounts
Application of provisions to successive distributions etc
CHAPTER 3 SUPPLEMENTARY PROVISIONS
Accounting matters
Distributions in kind
Consequences of unlawful distribution
Other matters

PART 24 A COMPANY'S ANNUAL RETURN

PART 25 COMPANY CHARGES
CHAPTER 1 COMPANIES REGISTERED IN ENGLAND AND WALES OR IN NORTHERN IRELAND
Requirement to register company charges
Special rules about debentures
Charges in other jurisdictions
Orders charging land: Northern Ireland
The register of charges
Avoidance of certain charges
Companies' records and registers
CHAPTER 2 COMPANIES REGISTERED IN SCOTLAND
Charges requiring registration
Special rules about debentures
Charges on property outside the United Kingdom
The register of charges
Avoidance of certain charges
Companies' records and registers
CHAPTER 3 POWERS OF THE SECRETARY OF STATE

PART 26 ARRANGEMENTS AND RECONSTRUCTIONS
Application of this Part
Meeting of creditors or members
Court sanction for compromise or arrangement
Reconstructions and amalgamations
Obligations of company with respect to articles etc

PART 27 MERGERS AND DIVISIONS OF PUBLIC COMPANIES
CHAPTER 1 INTRODUCTORY
C HAPTER 2 MERGER
Introductory
Requirements applicable to merger
Exceptions where shares of transferor company held by transferee company
Other exceptions
CHAPTER 3 DIVISION
Introductory
Requirements to be complied with in case of division
Exceptions where shares of transferor company held by transferee company
Other exceptions
CHAPTER 4 SUPPLEMENTARY PROVISIONS
Expert's report and related matters
Powers of the court
Liability of transferee companies
Interpretation

PART 28 TAKEOVERS ETC
CHAPTER 1 THE TAKEOVER PANEL
The Panel and its rules
Information
Co-operation
Hearings and appeals
Contravention of rules etc
Funding
Miscellaneous and supplementary
CHAPTER 2 IMPEDIMENTS TO TAKEOVERS
Opting in and opting out
Consequences of opting in
Supplementary
CHAPTER 3 "SQUEEZE-OUT" AND "SELL-OUT"
Takeover offers
"Squeeze-out"
"Sell-out"
Supplementary
Interpretation
CHAPTER 4 AMENDMENTS TO PART 7 OF THE COMPANIES ACT 1985

PART 29 FRAUDULENT TRADING

PART 30 PROTECTION OF MEMBERS AGAINST UNFAIR PREJUDICE
Main provisions
Supplementary provisions

PART 31 DISSOLUTION AND RESTORATION TO THE REGISTER
CHAPTER 1 STRIKING OFF
Registrar's power to strike off defunct company
Voluntary striking off
CHAPTER 2 PROPERTY OF DISSOLVED COMPANY
Property vesting as bona vacantia
Effect of Crown disclaimer: England and Wales and Northern Ireland
Effect of Crown disclaimer: Scotland
Supplementary provisions
CHAPTER 3 RESTORATION TO THE REGISTER
Administrative restoration to the register
Restoration to the register by the court
Supplementary provisions

PART 32 COMPANY INVESTIGATIONS: AMENDMENTS

PART 33 UK COMPANIES NOT FORMED UNDER COMPANIES LEGISLATION
CHAPTER 1 COMPANIES NOT FORMED UNDER COMPANIES LEGISLATION BUT AUTHORISED TO REGISTER
CHAPTER 2 UNREGISTERED COMPANIES

PART 34 OVERSEAS COMPANIES
Introductory
Registration of particulars
Other requirements
Supplementary

PART 35 THE REGISTRAR OF COMPANIES
The registrar
Certificates of incorporation
Registered numbers
Delivery of documents to the registrar
Requirements for proper delivery
Public notice of receipt of certain documents
The register
Inspection etc of the register
Correction or removal of material on the register
The registrar's index of company names
Language requirements: translation
Language requirements: transliteration
Supplementary provisions

PART 36 OFFENCES UNDER THE COMPANIES ACTS
Liability of officer in default
Offences under the Companies Act 1985
General provisions
Production and inspection of documents
Supplementary

PART 37 COMPANIES: SUPPLEMENTARY PROVISIONS
Company records
Service addresses
Sending or supplying documents or information
Requirements as to independent valuation
Notice of appointment of certain officers
Courts and legal proceedings

PART 38 COMPANIES: INTERPRETATION
Meaning of "UK-registered company"
Meaning of "subsidiary" and related expressions
Meaning of "undertaking" and related expressions
Other definitions
General

PART 39 COMPANIES: MINOR AMENDMENTS

PART 40 COMPANY DIRECTORS: FOREIGN DISQUALIFICATION ETC
Introductory
Power to disqualify
Power to make persons liable for company's debts
Power to require statements to be sent to the registrar of companies

PART 41 BUSINESS NAMES
CHAPTER 1 RESTRICTED OR PROHIBITED NAMES
Introductory
Sensitive words or expressions
Misleading names
Supplementary
CHAPTER 2 DISCLOSURE REQUIRED IN CASE OF INDIVIDUAL OR PARTNERSHIP
Introductory
Disclosure requirements
Consequences of failure to make required disclosure
CHAPTER 3 SUPPLEMENTARY

PART 42 STATUTORY AUDITORS
CHAPTER 1 INTRODUCTORY
CHAPTER 2 INDIVIDUALS AND FIRMS
Eligibility for appointment
Independence requirement
Effect of appointment of a partnership
Supervisory bodies
Professional qualifications
Information
Enforcement
CHAPTER 3 AUDITORS GENERAL
Eligibility for appointment
Conduct of audits
The Independent Supervisor
Supervision of Auditors General
Reporting requirement
Information
Enforcement
Proceedings
Grants
CHAPTER 4 THE REGISTER OF AUDITORS ETC
CHAPTER 5 REGISTERED THIRD COUNTRY AUDITORS
Introductory
Duties
Information
Enforcement
CHAPTER 6 SUPPLEMENTARY AND GENERAL
Power to require second company audit
False and misleading statements
Fees
Delegation of Secretary of State's functions
International obligations
General provision relating to offences
Notices etc
Interpretation
Miscellaneous and general

PART 43 TRANSPARENCY OBLIGATIONS AND RELATED MATTERS
Introductory
Transparency obligations
Other matters

PART 44 MISCELLANEOUS PROVISIONS
Regulation of actuaries etc
Information as to exercise of voting rights by institutional investors
Disclosure of information under the Enterprise Act 2002
Expenses of winding up
Commonhold associations

PART 45 NORTHERN IRELAND

PART 46 GENERAL SUPPLEMENTARY PROVISIONS
Regulations and orders
Meaning of "enactment"
Consequential and transitional provisions

PART 47 FINAL PROVISIONS

SCHEDULES
Schedule 1 - Connected persons: references to an interest in shares or debentures
Schedule 2 - Specified persons, descriptions of disclosures etc for the purposes of sec948
Part 1 - Specified persons
Part 2 - Specified descriptions of disclosures
Part 3 - Overseas regulatory bodies
Schedule 3 - Amendments of remaining provisions of the Companies Act 1985 relating to offences
Schedule 4 - Documents and information sent or supplied to a company
Part 1 - Introduction
Part 2 - Communications in hard copy form
Part 3 - Communications in electronic form
Part 4 - Other agreed forms of communication
Schedule 5 - Communications by a company
Part 1 - Introduction
Part 2 - Communications in hard copy form
Part 3 - Communications in electronic form
Part 4 - Communications by means of a website
Part 5 - Other agreed forms of communication
Part 6 - Supplementary provisions
Schedule 6 - Meaning of "subsidiary" etc: supplementary provisions
Schedule 7 - Parent and subsidiary undertakings: supplementary provisions
Schedule 8 - Index of defined expressions
Schedule 9 - Removal of special provisions about accounts and audit of charitable companies
Part 1 - The Companies Act 1985 (c. 6)
Part 2 - The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032
(N.I. 6)
Schedule 10 - Recognised supervisory bodies
Part 1 - Grant and revocation of recognition of a supervisory body
Part 2 - Requirements for recognition of a supervisory body
Part 3 - Arrangements in which recognised supervisory bodies are required to participate
Schedule 11 - Recognised professional qualifications
Part 1 - Grant and evocation of recognition of a professional qualification
Part 2 - Requirements for recognition of a professional qualification
Schedule 12 - Arrangements in which registered third country auditors are required to participate
Schedule 13 - Supplementary provisions with respect to delegation order
Schedule 14 - Statutory auditors: consequential amendments
Schedule 15 - Transparency obligations and related matters: minor and consequential amendments
Part 1 - Amendments of the Financial Services and Markets Act 2000
Part 2 - Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004
Schedule 16 - Repeals