Home > > Limited Companies > Companies Act 2006
Summary of Sections of the Act
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| > Parts 1 - 7 |
| > Part 1 | General introductory provisions |
|---|---|
| 1-2 | Companies and Companies Acts |
| 3-6 | Types of company |
| > Part 2 | Company formation |
| 7-8 | General |
| 9-13 | Requirements for registration |
| 14-16 | Registration and its effect |
| > Part 3 | A company's constitution |
| Chapter 1 | Introductory |
| 17 | A company's constitution |
| 18-20 | General |
| 21-27 | Alteration of articles |
| 28 | Supplementary |
| Chapter 3 (29-30) | Resolutions and agreements affecting a company's constitution |
| 31 | Statements of company's objectives |
| 32-36 | Other provisions with respect to a company's constitution |
| 37-38 | Supplementary provisions |
| > Part 4 | A company's capacity and related matters |
| 39-42 | Capacity of company and power of director's to bind it |
| 43-47 | Formalities of doing business under the law of England and Wales or Northern Ireland. |
| 48 | Formalities of doing business under the law of Scotland |
| 49-52 | Other matters |
| > Part 5 | A company's name |
| Chapter 1 | General requirements |
| 53 | Prohibited names |
| 54-56 | Sensitive words and expressions |
| 57 | Permitted characters |
| Chapter 2 | Indications of company type or legal form |
| 58-64 | Required indications for limited companies |
| 65 | Inappropriate use of indications of company type or legal form |
| Chapter 3 | Similarity to other names |
| 66-68 | Similarity to other name on registrar's index |
| 69-74 | Similarity to other name in which person has goodwill |
| Chapter 4 (75-76) | Other powers of the Secretary of State |
| Chapter 5 (77-81) | Change of name |
| Chapter 6 (82-85) | Trading disclosures |
| > Part 6 | A company's registered office |
| 86-87 | General |
| 88 | Welsh companies |
| > Part 7 | Re-registration as a means of altering a company's status |
| 89 | Introductory |
| 90-96 | Private company becoming public |
| 97-101 | Public company becoming private |
| 102-104 | Private limited company becoming unlimited |
| 105-108 | Unlimited private company becoming limited |
| 109-111 | Public company becoming private and unlimited |
| > Parts 8 - 12 |
| > Part 8 | A company's members |
|---|---|
| Chapter 1 (112) | The members of a company |
| Chapter 2 | Register of members |
| 113-121 | General |
| 122-124 | Special cases |
| 125-128 | Supplementary |
| Chapter 3 (129-135) | Overseas branch registers |
| Chapter 4 | Prohibition on subsidiary being member of its holding company |
| 136-137 | General prohibition |
| 138-140 | Subsidiary acting as personal representative or trustee |
| 141-142 | Subsidiary acting as dealer in securities |
| 143-144 | Supplementary |
| > Part 9 | Exercise of members' rights |
| 145 | Effect of provisions in company's articles |
| 146-151 | Information rights |
| 152-153 | Exercise of rights where shares held on behalf of others |
| > Part 10 | A company's directors |
| 154-156 | Requirement to have directors |
| 157-161 | Appointment |
| 162-167 | Register of directors, etc |
| 168-169 | Removal |
| Chapter 2 | General duties of directors |
| 170 | Introductory |
| 171-177 | General duties |
| 178-181 | Supplementary |
| Chapter 3 (182-187) | Declaration of interest in existing transaction or arrangement |
| Chapter 4 | Transactions with directors requiring approval of members |
| 188-189 | Service contracts |
| 190-196 | Substantial property transactions |
| 197-214 | Loans, quasi-loans and credit transactions |
| 215-222 | Payments for loss of office |
| 223-226 | Supplementary |
| Chapter (227-230) | Directors' service contracts |
| Chapter 6 (231) | Contracts with sole members who are directors |
| Chapter 7 | Directors' liabilities |
| 232-239 | Contracts protecting directors from liability |
| Chapter 8 (240-246) | Directors' residential addresses: protection from disclosure |
| Chapter 9 | Supplementary provisions |
| 247 | Provision for employees on cessation or transfer of business |
| 248-249 | Records of meetings of directors |
| 250-251 | Meaning of 'director' and 'shadow director' |
| 252-259 | Other definitions and general |
| > Part 11 | Derivative claims and proceedings by members |
| Chapter 1 (260-264) | Derivative claims in England and Wales or Northern Ireland |
| 265-269 | Derivative proceedings in Scotland |
| > Part 12 | Company secretaries |
| 270 | Private companies |
| 271-273 | Public companies |
| 274-280 | Provisions applying to private companies with a secretary and to public companies |
| > Parts 13 and 14 |
| > Part 13 | Resolutions and meetings |
|---|---|
| Chapter 1 (281-287) | General provisions about resolutions |
| Chapter 2 | Written resolutions |
| 288-289 | General provisions about written resolutions |
| 290-295 | Circulation of written resolutions |
| 296-297 | Agreeing to written resolutions |
| 298-300 | Supplementary |
| Chapter 3 | Resolutions at meetings |
| 301 | General |
| 302-306 | Calling meetings |
| 307-313 | Notice of meetings |
| 314-317 | Members' statements |
| 318-323 | Procedures at meetings |
| 324-331 | Proxies |
| 332 | Adjourned meetings |
| 333 | Electronic communications |
| 334-335 | Application to class meetings |
| Chapter 4 (336-340) | Public companies: additional requirements for AGMs |
| Chapter 5 | Additional requirements for quoted companies |
| 341 | Website publications of poll results |
| 342-354 | Independent report on poll |
| Chapter 6 (355-359) | Records of resolutions and meetings |
| Chapter 7 (360-361) | Supplementary provisions |
| > Part 14 | Control of political donations and expenditure |
| 362 | Introductory |
| 363-365 | Relevant donations and expenditure |
| 366-368 | Authorisation required for donations or expenditure |
| 369-373 | Remedies in case of unauthorised donations or expenditure |
| 374-379 | Exemptions and supplementary provisions |
| > Parts 15 and 16 |
| > Part 15 | Accounts and reports |
|---|---|
| Chapter 1 | Introduction |
| 380 | General |
| 381-384 | Companies subject to the small companies regime |
| 385 | Quoted and unquoted companies |
| Chapter 2 (386-389) | Accounting records |
| Chapter 3 (390-392) | A company's financial year |
| Chapter 4 | Annual accounts |
| 393 | General |
| 394-397 | Individual accounts |
| 398 | Group accounts: small companies |
| 399-402 | Group accounts: other companies |
| 403-408 | Group accounts: general |
| 409-413 | Information to be given in notes to the accounts |
| 414 | Approval and signing of accounts |
| Chapter 5 (415-429) | Directors' report |
| Chapter 6 (420-422) | Quoted companies; directors' remuneration report |
| Chapter 7 | Publication of accounts |
| 423-425 | Duty to circulate copies of accounts and reports |
| 426-429 | Option to provide summary financial statement |
| 430 | Quoted companies: requirement as to website publication |
| 431-432 | Right of member of debenture holder to demand copies of accounts and reports |
| 433-436 | Requirements in connection with publication of accounts and reports |
| Chapter 8 (437-438) | Public companies: laying of accounts and reports before general meeting |
| Chapter 9 (439-440) | Quoted companies: members' approval of directors' remuneration |
| Chapter 10 | Filing of accounts and reports |
| 441-443 | Duty to file accounts and reports |
| 444-448 | Filing obligations of different descriptions of company |
| 449-450 | Requirements where abbreviated accounts delivered |
| 451-453 | Failure to file accounts and reports |
| Chapter 11 | Revision of defective accounts and reports |
| 454 | Voluntary revision |
| 455 | Secretary of State's notice |
| 455-458 | Application to court |
| 459-462 | Power of authorised person to require documents etc |
| Chapter 12 | Supplementary provisions |
| 463 | Liability for false or misleading statements in reports |
| 464 | Accounting reporting standards |
| 465-467 | Companies qualified as medium-sized |
| 468-474 | General power to make further provision about accounts and reports and supplementary provisions |
| > Part 16 | Audit |
| Chapter 1 (475-476) | Requirements for audited accounts |
| 477-479 | Exemption from audit: small companies |
| 480-481 | Exemption from audit: dormant companies |
| 482-483 | Companies subject to public sector audit |
| 484 | General power of amendment by regulations |
| Chapter 2 | Auditors |
| 485-488 | Private companies |
| 489-491 | Public companies |
| 492-494 | General provisions |
| Chapter 3 | Functions of auditor |
| 495-497 | Auditor's report |
| 498-502 | Duties and rights of auditors |
| 503-506 | Signature of auditor's report |
| 507-509 | Offences in connection with auditor's report |
| Chapter 4 | Removal, resignation, etc of auditors |
| 510-513 | Removal of auditor |
| 514-515 | Failure to re-appoint auditor |
| 516-518 | Resignation of auditor |
| 519-525 | Statement by auditor on ceasing to hold office |
| 526 | Effect of casual vacancies |
| Chapter 5 (527-531) | Quoted companies: right of members to raise audit concerns at accounts meeting |
| Chapter 6 (532-538) | Auditor's liability |
| Chapter 7 (539) | Definitions |
| > Parts 17 to 25 |
| > Part 17 | A company's share capital |
|---|---|
| Chapter 1 (540-548) | Shares and share capital |
| Chapter 2 | Allotment of shares: general provisions |
| 549-551 | Power of director's to allot shares |
| 552-553 | Prohibition of commission, discounts and allowances |
| 554 | Registration of allotment |
| 555-559 | Return of allotment and supplementary provisions |
| Chapter 3 | Allotment of equity securities: existing shareholders' right of pre-emption |
| 560 | Introductory |
| 561-563 | Existing shareholders' right of pre-emption |
| 564-566 | Exceptions to right of pre-emption |
| 567-568 | Exclusion of right of pre-emption |
| 569-577 | Disapplication of pre-emption rights and supplementary |
| Chapter 4 (578-579) | Public companies: allotment where issue not fully subscribed |
| Chapter 5 | Payment for shares |
| 580-583 | General rules |
| 584-592 | Additional rules for public companies and supplementary provisions |
| Chapter 6 | Public companies: independent valuation of non-cash consideration |
| 593-597 | Non-cash consideration for shares |
| 598-604 | Transfer of non-cash asset in initial period |
| 605-609 | Supplementary provisions |
| Chapter 7 | Share premiums |
| 610 | The share premium account |
| 611-615 | Relief from requirement as to share premiums |
| 616 | Supplementary provisions |
| Chapter 8 | Alteration of share capital |
| 617 | How share capital may be altered |
| 618-619 | Subdivision or consolidation of shares |
| 620-621 | Reconversion of stock into shares |
| 622-628 | Redenomination of share capital |
| Chapter 9 | Classes of share and class rights |
| 629 | Classes of shares |
| 630-635 | Variation of class rights |
| 636-640 | Matters to be notified to the registrar |
| Chapter 10 | Reduction of share capital |
| 641 | Introductory |
| 642-644 | Private companies: reduction of capital supported by solvency statement |
| 645-649 | Reduction of capital confirmed by the court |
| 650-651 | Public company reducing capital below authorised minimum |
| 652-653 | Effect of reduction of capital |
| Chapter 11 (654-657) | Miscellaneous and supplementary provisions |
| > Part 18 | Acquisition by limited company of its own shares |
| Chapter 1: | General provisions |
| 658-659 | Introduction and exceptions |
| 660-661 | Shares held by nominee company |
| 662-669 | Shares held by or for public company |
| 670-676 | Charges of public company on own shares |
| Chapter 2: | Financial assistance for purchase of own shares |
| 677 and 683 | Meaning of 'financial assistance' and definitions |
| 678-680 | Circumstances in which financial assistance is prohibited |
| 681-682 | Exceptions from prohibition |
| Chapter 3 | Redeemable shares |
| 684 | Power to issue redeemable shares |
| 685-689 | Terms, financing and notifications |
| Chapter 4 | Purchase of own shares |
| 690-692; 702-708 | General and supplementary provisions |
| 693 | Authority for purchase of own shares |
| 694-700 | Authority for off-market purchase |
| 701 | Authority for market purchase |
| Chapter 5 | Redemption or purchase by private company out of capital |
| 709 | Introduction |
| 710-712 | Permissible capital payment |
| 713-720 | Requirements for payment out of capital |
| 721-722 | Objection to payment by members or creditors |
| 723 | When payment out of capital is to be made |
| Chapter 6 | Treasury shares |
| 724-732 | Maximum holdings, exercise of rights, disposal and cancellations |
| Chapter 7 | Supplementary provisions |
| 733-737 | Including capital redemption reserve and effect of company failure to redeem or purchase |
| > Part 19 | Debentures |
| 738-742 | General provisions |
| 743-748 | Register of debenture holders |
| 749-754 | Various sections including rights of debenture holders and liability of trustees of debentures |
| > Part 20 | Private and public companies |
| 755-760 | Prohibition of public offers by private companies |
| 761-767 | Minimum share capital requirement for public companies |
| > Part 21 | Certification and transfer of securities |
| Chapter 1 | General |
| 768 | Share certificate to be evidence of title |
| 769 | Duty of company as to issue of certificates etc on allotment |
| 770-775 | Transfer of securities |
| 776-778 | Issue of certificates on transfer and issue of certificates on allotment to a financial institution |
| 779-782 | Share warrants and supplementary provisions |
| Chapter 2 | Evidencing and transfer of title to securities without written instrument |
| 783-784 | Introductions |
| 785-790 | Powers exercisable and supplementary provisions |
| > Part 22 | Information about interests in a company's shares |
| 791-792 | Introduction |
| 793-796 | Notice requiring information about interests in shares |
| 797-802 | Orders imposing restrictions on shares |
| 803-807 | Power of members to require company to act |
| 808-819 | Register of interests disclosed |
| 820-825 | Meaning of interest in shares |
| 826-828 | Other supplementary provisions |
| > Part 23 | Distributions |
| Chapter 1 | Restrictions on when distributions may be made |
| 829 | Meaning of "distribution" |
| 830-831 | General rules |
| 832-835 | Distributions by investment companies |
| Chapter 2 | Justification of distribution by reference to accounts |
| 836 | Reference to relevant accounts |
| 837-839 | Requirements applicable in relation to relevant accounts |
| 840 | Application of provisions to successive distributions |
| Chapter 3 | Supplementary provisions |
| 841-844 | Accounting matters |
| 845-846 | Distributions in kind |
| 847 | Consequences of unlawful distribution |
| 848-853 | Other matters including definitions |
| > Part 24 | A company's annual return |
| 854-859 | Duty to deliver annual return, contents and failure to deliver annual return |
| > Part 25 | Company charges |
| Chapter 1 | Companies registered in England and Wales or in Northern Ireland |
| 860-862 | Requirement to register company charges |
| 863-865 | Special rules about debentures |
| 866-867 | Charges in other jurisdictions |
| 868 | Orders charging land in Northern Ireland |
| 869-873 | The register of charges |
| 874 | Avoidance of certain charges |
| 875-877 | Companies' records and registers |
| Chapter 2 | Companies registered in Scotland |
| 878-881 | Charges requiring registration |
| 882-883 | Special rules about debentures |
| 884 | Charges on property outside the UK |
| 885-888 | The register of charges |
| 889 | Avoidance of certain charges |
| 890-892 | Companies' records and registers |
| Chapter 3 | Powers of the Secretary of State |
| 893-894 | Powers to make provision for effect of registration and general powers to make amendments to part 25 |
| > Parts 26 to 28 |
| > Part 26 | Arrangements and reconstructions |
|---|---|
| 895 | Application of this part |
| 896-898 | Meeting of creditors or members |
| 899 | Court sanction for compromise or arrangement |
| 900 | Reconstruction and amalgamations |
| 901 | Obligations of company with respect to the articles |
| > Part 27 | Mergers and divisions of public companies |
| Chapter 1 | Introduction |
| 902-903 | Application and relationship of this part to part 26 |
| Chapter 2 | Merger |
| 904 | Introductory |
| 905-914 | Requirements applicable to merger |
| 915-917 | Exceptions where shares of transferee company held by transferee company |
| 918 | Other circumstances in which meeting of members of transferee company not required (merger) |
| Chapter 3 | Division |
| 919 | Introductory |
| 920-930 | Requirements to be complied with in case of division |
| 931-934 | Exceptions |
| Chapter 4 | Supplementary provisions |
| 935-937 | Expert's report and related matters |
| 938-939 | Powers of the court |
| 940 | Liability of transferee companies |
| 941 | Meaning of "liabilities" and "property" |
| > Part 28 | Takeovers |
| Chapter 1 | The Takeover Panel |
| 942-946 | The Panel and its rules |
| 947-949 | Information |
| 950 | Co-operation |
| 951 | Hearings and appeals |
| 952-956 | Contravention of rules etc |
| 957-959 | Funding |
| 960-965 | Miscellaneous and supplementary |
| Chapter 2 | Impediments to takeovers |
| 966-967 | Opting in and opting out |
| 968-969 | Consequences of opting in |
| 970-973 | Supplementary |
| Chapter 3 | "Squeeze-Out" and "Sell-Out" |
| 974-978 | Takeover offers |
| 979-982 | "Squeeze-Out" |
| 983-985 | "Sell-Out" |
| 986-987 | Supplementary |
| 988-991 | Interpretation |
| Chapter 4 | Amendments to Part 7 of the Companies Act 1985 |
| 992 | Matters to be dealt with in directors' report |
| > Parts 29 to 39 |
| > Part 29 | Fraudulent trading |
|---|---|
| 993 | Offence of fraudulent trading |
| > Part 30 | Protection of members against unfair prejudice |
| 994-996 | Main provisions |
| 997-999 | Supplementary provisions |
| > Part 31 | Dissolution and restoration to the register |
| Chapter 1 | Striking off |
| 1000-1002 | Registrar's powers to strike off defunct company |
| 1003-1011 | Voluntary striking off |
| Chapter 2 | Property of dissolved company |
| 1012-1014 | Property vesting as bona vacantia |
| 1015-1019 | Effect of Crown disclaimer: England and Wales and Northern Ireland |
| 1020-1022 | Effect of Crown disclaimer: Scotland |
| 1023 | Supplementary provisions |
| Chapter 3 | Restoration to the register |
| 1024-1028 | Administrative restoration to the register |
| 1029-1032 | Restoration to the register by the court |
| 1033-1034 | Supplementary provisions |
| > Part 32 | Company investigations |
| 1035-1039 | Amendments |
| > Part 33 | UK companies not formed under company legislation |
| Chapter 1 (1040-1042) | Companies not formed under companies legislation but authorised to register |
| Chapter 2 (1043) | Unregistered companies |
| > Part 34 | Overseas companies |
| 1044-1045 | Introductory |
| 1046-1048 | Registration of particulars |
| 1049-1053 | Other requirements |
| 1054-1059 | Supplementary |
| > Part 35 | The Registrar of Companies |
| 1060-1063 | The registrar |
| 1064-1065 | Certificates of incorporation |
| 1066-1067 | Registered numbers |
| 1068-1071 | Delivery of documents to the registrar |
| 1072-1076 | Requirements for proper delivery |
| 1077-1079 | Public notice of receipt of certain documents |
| 1080-1084 | The register |
| 1085-1092 | Inspection etc of the register |
| 1093-1098 | Correction or removal of material on the register |
| 1099-1101 | The registrar's index of company names |
| 1102-1107 | Language requirements: translation |
| 1108-1110 | Language requirements: transliteration |
| 1111-1120 | Supplementary provisions |
| > Part 36 | Offences under the Companies Act |
| 1121-1123 | Liability of officer in default |
| 1124 | Offences under the Companies Act 1985 |
| 1125-1131 | General provisions |
| 1132 | Production and inspection of documents |
| 1133 | Supplementary |
| > Part 37 | Companies: supplementary provisions |
| 1134-1138 | Company records |
| 1139-1142 | Service addresses |
| 1143-1148 | Sending or supplying documents or information |
| 1149-1153 | Requirements as to independent valuation |
| 1154-1155 | Notice of appointment of certain officers |
| 1156-1157 | Courts and legal proceedings |
| > Part 38 | Companies: Interpretation |
| 1158 | Meaning of "UK-registered company" |
| 1159-1160 | Meaning of "subsidiary" and related expressions |
| 1161-1162 | Meaning of "undertakings" and related expressions |
| 1163-1171 | Other definitions |
| 1172-1174 | General |
| > Part 39 (1175-1181) | Companies: Minor Amendments |
| > Parts 40 to 42 |
| > Part 40 | Company directors: foreign disqualifications |
|---|---|
| 1182-1183 | Introductory |
| 1184-1186 | Power to qualify |
| 1187 | Power to make persons liable for company's debts |
| 1188-1191 | Power to require statements to be sent to the registrar of companies |
| > Part 41 | Business names |
| Chapter 1 | Restricted or prohibited names |
| 1192 | Introductory |
| 1193-1196 | Sensitive words or expressions |
| 1197-1198 | Misleading names |
| 1199 | Supplementary |
| Chapter 2 | Disclosure required in case of individual or partnership |
| 1200-1201 | Introductory |
| 1202-1204 | Disclosure requirements |
| 1205-1206 | Consequences of failure to make required disclosure |
| Chapter 3 | Supplementary |
| 1207-1208 | Application of general provisions about offences |
| > Part 42 | Statutory auditors |
| Chapter 1 | Introductory |
| 1209-1211 | Meaning of "statutory auditor" and eligibility for appointment |
| Chapter 2 | Individuals and firms |
| 1212-1213 | Eligibility for appointment |
| 1214-1215 | Independence requirement |
| 1216 | Effect of appointment of a partnership |
| 1217-1218 | Supervisory bodies |
| 1219-1222 | Professional qualifications |
| 1223-1225 | Information and enforcement |
| Chapter 3 | Auditors: general |
| 1226 | Eligibility for appointment |
| 1227-1238 | Conduct of audits; the Independent Supervisor; supervision of auditors general; reporting requirement; information; enforcement; proceedings and grants. |
| Chapter 4 (1239-1240) | The register of auditors |
| Chapter 5 | Registered third country auditors |
| 1241 | Introductory |
| 1242 | Duties |
| 1243-1244 | Information |
| 1245-1247 | Enforcement |
| Chapter 6 | Supplementary and general |
| 1248-1249 | Power to require second company audit |
| 1250 | Fees |
| 1252-1253 | Delegation of Secretary of State's functions |
| 1254 | International obligations |
| 1255-1257 | General provisions relating to offences |
| 1258-1259 | Notices |
| 1260-1262 | Interpretation |
| 1263-1264 | Miscellaneous and general |
| > Part 43 |
| > Part 43 | Transparency obligations and related matters |
|---|---|
| 1265 | Introductory |
| 1266-1268 | Transparency obligations |
| 1269-1273 | Other matters |
| > Parts 44 to 47 |
| > Part 44 | Miscellaneous provisions |
|---|---|
| 1274-1276 | Regulations of actuaries etc |
| 1277-1280 | Information as to exercise of voting rights by institutional investors |
| 1281 | Disclosure of information under the Enterprise Act 2002 |
| 1282 | Expenses of winding up |
| 1283 | Commonhold associations |
| > Part 45 | Northern Ireland |
| 1284-1287 | Extension of acts and enactments to Northern Ireland |
| > Part 46 | General supplementary provisions |
| 1288-1292 | Regulations and orders |
| 1293 | Meaning of "enactment" |
| 1294-1297 | Consequential and transitional provisions |
| > Part 47 | Final provisions |
Introduction
Timetable
- Provisions commenced in January 2007
- Provisions commenced in April 2007
- Provisions commenced from 1 October 2007
- Provisions commenced from 6 April 2008
- Provisions commencing from 1 October 2008
- Provisions commencing from 1 October 2009
The Act In Depth
General
- Forming a company
- Choosing a name for your company
- Changing the company name
- Registered office
- A company's members
- Shares and share capital
Directors
- Appointment of directors
- General duties of directors
- Transactions with directors requiring approval of members
- Loans to directors
- Related agreements
- Directors' service contracts
- Directors' liabilities
- Records of directors meetings
- Company secretary