Companies Act 1980
| Jurisdiction | UK Non-devolved |
| Citation | 1980 c. 22 |
Companies Act 1980
1980 CHAPTER 22
An Act to amend the law relating to companies.
[1st May 1980]
Be it enacted by the Queen's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—
Part I
Classification and Registration of Companies, etc.
Classification of companies
1 Classification of companies.
(1) Subject to section 8(2) below, in this Act and in the Companies Acts 1948 to 1976—
‘public company’ means a company limited by shares or limited by guarantee and having a share capital, being a company—
(a ) the memorandum of which states that the company is to be a public company; and
(b ) in relation to which the provisions of the Companies Acts as to the registration or re-registration of a company as a public company have been complied with on or after the appointed day; and
‘private company’, unless the context otherwise requires, means a company that is not a public company.
(2) On or after the appointed day, no company may be formed as, or become, a company limited by guarantee with a share capital.
(3) Section 21(2) of the 1948 Act (meaning of provision for share capital in relation to a company limited by guarantee) shall apply for the purposes of this section as it applies for the purposes of that section.
2 Membership and name of a public company.
(1) The minimum number of persons who may form a public company under section 1 of the 1948 Act (mode of forming an incorporated company) shall be two instead of seven.
(2) The name of a public company must end with the words ‘public limited company’ or, in the case of a company the memorandum of which states that its registered office is to be situated in Wales, those words or their equivalent in Welsh; and those words or that equivalent may not be preceded by the word ‘limited’ or its equivalent in Welsh.
(3) Subject to subsection (2) above, a resolution that a company be re-registered as a public company or, in the case of a company applying to be registered in accordance with section 13 below, that it be a public company may change the name of the company by deleting—
(a ) the word ‘company’ or the words ‘and company’; or
(b ) its or their equivalent in Welsh;
including any abbreviation of them.
(4) The memorandum of a public company shall be in the form set out in Part I of Schedule 1 to this Act or, if it is a company limited by guarantee and having a share capital, in the form set out in Part II of that Schedule or, in either case, as near thereto as circumstances admit; and those forms supersede in the case of a public company the forms of memorandum set out respectively in Tables B and D in Schedule 1 to the 1948 Act.
Registration and re-registration of companies, etc.
3 Registration of companies.
(1) Where any memorandum is delivered for registration under section 12 of the 1948 Act (registration of memorandum and articles), the registrar shall not register the memorandum unless he is satisfied that all the requirements of the Companies Acts in respect of registration and of matters precedent and incidental thereto have been complied with.
(2) Where a memorandum which is so delivered states that the association to be registered is to be a public company, the amount of the share capital stated in the memorandum to be that with which the company proposes to be registered must not be less than the authorised minimum.
(3) Where the registrar registers an association's memorandum which states that the association is to be a public company, the certificate of incorporation given in respect of that association under section 13 of the 1948 Act (effect of registration) shall contain a statement that the company is a public company.
(4) A certificate of incorporation given under that section in respect of any association shall be conclusive evidence—
(a ) that the requirements mentioned in subsection (1) above have been complied with, and that the association is a company authorised to be registered and is duly registered under the 1948 Act; and
(b ) if the certificate contains a statement that the company is a public company, that the company is such a company.
(5) A statutory declaration in the prescribed form by a solicitor engaged in the formation of a company, or by a person named as a director or secretary of the company in the statement delivered under section 21 of the 1976 Act (statement of first directors and secretary), that the requirements mentioned in subsection (1) above have been complied with shall be delivered to the registrar, and the registrar may accept such a declaration as sufficient evidence of compliance.
4 Public company not to do business unless requirements as to share capital complied with.
(1) A company registered as a public company on its original incorporation shall not do business or exercise any borrowing powers unless the registrar of companies has issued it with a certificate under this section or the company is re-registered as a private company.
(2) The registrar shall issue a company with a certificate under this section if, on an application made to him in the prescribed form by the company, he is satisfied that the nominal value of the company's allotted share capital is not less than the authorised minimum, and there is delivered to him a statutory declaration complying with subsection (3) below.
(3) The statutory declaration shall be in the prescribed form and signed by a director or secretary of the company and shall state—
(a ) the nominal value of the company's allotted share capital is not less than the authorised minimum;
(b ) the amount paid up, at the time of the application, on the allotted share capital of the company;
(c ) the amount, or estimated amount, of the preliminary expenses of the company and the persons by whom any of those expenses have been paid or are payable; and
(d ) any amount or benefit paid or given or intended to be paid or given to any promoter of the company, and the consideration for the payment or benefit.
(4) For the purposes of subsection (2) above, a share allotted in pursuance of an employees' share scheme may not be taken into account in determining the nominal value of the company's allotted share capital unless it is paid up at least as to one-quarter of the nominal value of the share and the whole of any premium on the share.
(5) The registrar may accept a statutory declaration delivered to him under subsection (2) above as sufficient evidence of the matters stated therein.
(6) A certificate under this section in respect of any company is conclusive evidence that the company is entitled to do business and exercise any borrowing powers.
(7) If a company does business or exercises borrowing powers in contravention of this section, the company and any officer of the company who is in default shall be liable on conviction on indictment to a fine and on summary conviction to a fine not exceeding the statutory maximum.
(8) The provisions of this section are without prejudice to the validity of any transaction entered into by a company; but, if a company enters into a transaction in contravention of those provisions and fails to comply with its obligations in connection therewith within 21 days from being called upon to do so, the directors of the company shall be jointly and severally liable to indemnify the other party to the transaction in respect of any loss or damage suffered by him by reason of the failure of the company to comply with those obligations.
5 Re-registration of private companies as public companies.
(1) Subject to section 7 below, a private company, other than a company not having a share capital or an old public company, may be re-registered as a public company if—
(a ) a special resolution, complying with subsection (2) below, that it should be so re-registered is passed; and
(b ) an application for the purpose, in the prescribed form and signed by a director or secretary of the company, is delivered to the registrar, together with the documents mentioned in subsection (3) below; and
(c ) the conditions specified in subsection (5)(a ) and (b ) below (where applicable) and section 6(1)(a ) to (d ) below are satisfied in relation to the company.
(2) The special resolution must—
(a ) alter the company's memorandum so that it states that the company is to be a public company;
(b ) make such other alterations in the memorandum as are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum of a public company; and
(c ) make such alterations in the company's articles as are requisite in the circumstances.
(3) The documents referred to in subsection (1) above are—
(a ) a printed copy of the memorandum and articles as altered in pursuance of the resolution;
(b ) a copy of a written statement by the auditors of the company that in their opinion the relevant balance sheet shows that at the balance sheet date the amount of the company's net assets was not less than the aggregate of its called-up share capital and undistributable reserves;
(c ) a copy of the relevant balance sheet, together with a copy of an unqualified report by the company's auditors in relation to that balance sheet;
(d ) a copy of any report prepared under subsection (5)(b ) below, and
(e ) a statutory declaration in the prescribed form by a director or secretary of the Company—
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