Companies Act 2006
|Publication Date:||January 01, 2006|
Companies Act 2006
2006 Chapter 46
An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.
(As amended by correction slip published in July 2010)
[8th November 2006]
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:—
General introductory provisions
Companies and Companies Acts
(1) In the Companies Acts, unless the context otherwise requires—
"company" means a company formed and registered under this Act, that is— (a) a company so formed and registered after the commencement of this Part, or (b) a company that immediately before the commencement of this Part— (i) was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or (ii) was an existing company for the purposes of that Act or that Order (which is to be treated on commencement as if formed and registered under this Act).
(2) Certain provisions of the Companies Acts apply to—
(a) companies registered, but not formed, under this Act (see Chapter 1 of Part 33), and
(b) bodies incorporated in the United Kingdom but not registered under this Act (see Chapter 2 of that Part)
(3) For provisions applying to companies incorporated outside the United Kingdom, see Part 34 (overseas companies)
2 The Companies Acts
(1) In this Act "the Companies Acts" means—
(a) the company law provisions of this Act
(b) Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (community interest companies), and
(c) the provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that remain in force.
(2) The company law provisions of this Act are—
(a) the provisions of Parts 1 to 39 of this Act, and
(b) the provisions of Parts 45 to 47 of this Act so far as they apply for the purposes of those Parts.
Types of company
3 Limited and unlimited companies
(1) A company is a "limited company" if the liability of its members is limited by its constitution.
It may be limited by shares or limited by guarantee.
(2) If their liability is limited to the amount, if any, unpaid on the shares held by them, the company is "limited by shares".
(3) If their liability is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up, the company is "limited by guarantee".
(4) If there is no limit on the liability of its members, the company is an "unlimited company".
4 Private and public companies
(1) A "private company" is any company that is not a public company.
(2) A "public company" is a company limited by shares or limited by guarantee and having a share capital—
(a) whose certificate of incorporation states that it is a public company, and
(b) in relation to which the requirements of this Act, or the former Companies Acts, as to registration or re-registration as a public company have been complied with on or after the relevant date.
(3) For the purposes of subsection (2)(b) the relevant date is—
(a) in relation to registration or re-registration in Great Britain, 22nd December 1980;
(b) in relation to registration or re-registration in Northern Ireland, 1st July 1983.
(4) For the two major differences between private and public companies, see Part 20.
5 Companies limited by guarantee and having share capital
(1) A company cannot be formed as, or become, a company limited by guarantee with a share capital.
(2) Provision to this effect has been in force—
(a) in Great Britain since 22nd December 1980, and
(b) in Northern Ireland since 1st July 1983.
(3) Any provision in the constitution of a company limited by guarantee that purports to divide the company's undertaking into shares or interests is a provision for a share capital.
This applies whether or not the nominal value or number of the shares or interests is specified by the provision.
6 Community interest companies
(1) In accordance with Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)
(a) a company limited by shares or a company limited by guarantee and not having a share capital may be formed as or become a community interest company, and
(b) a company limited by guarantee and having a share capital may become a community interest company.
(2) The other provisions of the Companies Acts have effect subject to that Part.
7 Method of forming company
(1) A company is formed under this Act by one or more persons—
(a) subscribing their names to a memorandum of association (see section 8), and
(b) complying with the requirements of this Act as to registration (see sections 9 to 13)
(2) A company may not be so formed for an unlawful purpose.
8 Memorandum of association
(1) A memorandum of association is a memorandum stating that the subscribers—
(a) wish to form a company under this Act, and
(b) agree to become members of the company and, in the case of a company that is to have a share capital, to take at least one share each.
(2) The memorandum must be in the prescribed form and must be authenticated by each subscriber.
Requirements for registration
9 Registration documents
(1) The memorandum of association must be delivered to the registrar together with an application for registration of the company, the documents required by this section and a statement of compliance
(2) The application for registration must state—
(a) the company's proposed name,
(b) whether the company's registered office is to be situated in England and Wales (or in Wales), in Scotland or in Northern Ireland,
(c) whether the liability of the members of the company is to be limited, and if so whether it is to be limited by shares or by guarantee, and
(d) whether the company is to be a private or a public company.
(3) If the application is delivered by a person as agent for the subscribers to the memorandum of association, it must state his name and address.
(4) The application must contain—
(a) in the case of a company that is to have a share capital, a statement of capital and initial shareholdings (see section 10);
(b) in the case of a company that is to be limited by guarantee, a statement of guarantee (see section 11);
(c) a statement of the company's proposed officers (see section 12).
(5) The application must also contain—
(a) a statement of the intended address of the company's registered office; and
(b) a copy of any proposed articles of association (to the extent that these are not supplied by the default application of model articles: see section 20).
(6) The application must be delivered—
(a) to the registrar of companies for England and Wales, if the registered office of the company is to be situated in England and Wales (or in Wales);
(b) to the registrar of companies for Scotland, if the registered office of the company is to be situated in Scotland;
(c) to the registrar of companies for Northern Ireland, if the registered office of the company is to be situated in Northern Ireland.
10 Statement of capital and initial shareholdings
(1) The statement of capital and initial shareholdings required to be delivered in the case of a company that is to have a share capital must comply with this section.
(2) It must state—
(a) the total number of shares of the company to be taken on formation by the subscribers to the memorandum of association,
(b) the aggregate nominal value of those shares,
(c) 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, and
(d) the amount to be paid up and the amount (if any) to be unpaid on each share (whether on account of the nominal value of the share or by way of premium).
(3) It must contain such information as may be prescribed for the purpose of identifying the subscribers to the memorandum of association.
(4) It must state, with respect to each subscriber to the memorandum—
(a) the number, nominal value (of each share) and class of shares to be taken by him on formation, and
(b) the amount to be paid up and the amount (if any) to be unpaid on each share (whether on account of the nominal value of the share or by way of premium).
(5) Where a subscriber to the memorandum is to take shares of more than one class, the information required under subsection (4)(a) is required for each class.
11 Statement of guarantee
(1) The statement of guarantee required to be...
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