Access essential accompanying documents and information for this legislation item from this tab. under s. 528, Appointment and powers of provisional liquidator, Appointment, style, etc., of liquidators in England and Wales, Vesting of company property in liquidator, Exercise and control of liquidator's powers. Substitution of original stated amount where price or cost unknown. 2. 483.Enforcement of receiver's duty to make returns, etc. Short title and commencement : (1) This act may be called as the “Companies Act, 2063(2006)”. 6. 93, 94. i Section, Provisions as to information where receiver appointed, Special provisions as to statement submitted to receiver. 2. Provisions Supplementing and Interpreting Sections 324 to 328, PART I Rules for Interpretation of the Sections and also Section 346(4) and (5). 408.Right to inspect instruments which create charges, etc. (1) Where the value of any asset of a company... Additional information to be provided in case of departure from historical cost accounting rules. 3.A mortgagee or under-lessee declining to accept a vesting order... 4.If there is no person claiming under the company who... PART II Crown Disclaimer under section 656(Scotland Only). to be dealt in on stock exchange, Operation of s. 86 where prospectus offers shares for sale, Offers to shareholders to be on pre-emptive basis, Communication of pre-emption offers to shareholders, Exclusion of ss. Enforcement of liquidator's duty to make returns, etc. Dependent on the legislation item being viewed this may include: Use this menu to access essential accompanying documents and information for this legislation item. 5. This Act may be cited as the Companies Act [Chapter 24:03]. 283 Secretary (1) Every company shall have a secretary. (3) This Act shall come into force at once, except section 456 which shall come into force ix 176. Sick Industrial Companies Act, 1985, Securities (Amendment) Act, 2004, Companies Act, 2013 etc. ), Delegation of powers to liquidator (England and Wales), Orders for calls on contributories (Scotland), Enforcement throughout United Kingdom of orders made in winding up, Circumstances in which company may be wound up voluntarily, Notice of resolution to wind up voluntarily, Avoidance of share transfers, etc., after winding up resolution, Distinction between " members' " and " creditors'" voluntary winding up, Company's power to appoint and fix remuneration of liquidator, Power to fill vacancy in office of liquidator, Liquidator accepting shares as consideration for sale of company property, General company meeting at each year's end, Alternative provision as to company meetings in case of insolvency, Remuneration of liquidator; cesser of directors' powers, Application of s. 582 to creditors' voluntary winding up, Meetings of company and creditors at end of each year, Powers and duties of liquidator in voluntary winding up, Appointment or removal of liquidator by the court, Reference of questions and powers to court, Court's power to control proceedings (Scotland), Saving for rights of creditors and contributories, Power to order winding up under supervision, Application of bankruptcy rules (England and Wales), Liabilities and rights of those fraudulently preferred (England and Wales), Disclaimer of onerous property (England and Wales), Further provisions about disclaimer under s. 618, Liability for rentcharge on company's land after disclaimer, Effect of execution or attachment (England and Wales), Duties of sheriff where goods seized in execution (England and Wales), Effect of diligence within 60 days of winding up, Fraud, etc. 221, 222, A company's accounting reference periods and financial year, 225.Alteration of accounting reference period, 226.Consequence of giving notice under s. 225, 227.Directors' duty to prepare annual accounts, Form and content of company individual and group accounts, 228.Form and content of individual accounts, 231.Additional disclosure required in notes to accounts, 232.Loans in favour of directors and connected persons, 233.Loans etc. (1) Where a fixed asset investment of a description falling... 20.Rules for determining particular fixed asset items. 3. 23. Registrar and offices for registration of companies. 8. Definition of “subsidiary” 8. Sole traders, partnerships, limited liability partnerships etc. 2. 189. Holding company ", " subsidiary " and " wholly-owned subsidiary ", 740." 13.Where any payment has been made— (a) to any clerk,... 14.For purposes of this Schedule— (a) any remuneration in respect... Vesting of Disclaimed Property ; Protection of Third Parties, PART I Disclaimer by Liquidator under sections 618, 619; Crown Disclaimer under section 656(England and Wales Only). 72 to 77, Authority of company required for certain allotments, Restriction on public offers by private company, Application for, and allotment of, shares and debentures, No allotment unless minimum subscription received, Allotment where issue not fully subscribed, Allotment of shares, etc. to be dealt in on stock exchange, 87.Operation of s. 86 where prospectus offers shares for sale, 89.Offers to shareholders to be on pre-emptive basis, 90.Communication of pre-emption offers to shareholders, 91.Exclusion of ss. 20.If at the end of its financial year the company... 21.Paragraph 20 does not require the disclosure by a company... PART V Chairman's and Directors' Emoluments, Pensions and Compensation for Loss of Office. In the case of any fixed asset which has a... (1) Where a fixed asset investment of a description falling... Rules for determining particular fixed asset items. 6. The Companies Act 2006 is the main piece of legislation which governs company law in the UK. (1) Paragraphs 5 and 6 are qualified as follows. 1. 636.Enforcement of liquidator's duty to make returns, etc. 79 of 1965) Date of coming into operation : [Throughout Malaysia 15 April 1966, P.U. (1) There may be delivered a copy of a modified... 19.The information required by paragraph 55 of Schedule 4 (particulars... PART III Modified Group Accounts (Consolidated or Other). Compensation to directors for loss of office. This is the original version (as it was originally enacted). 313.Company approval for property transfer. 184. PART 2 Accounts prepared in accordance with international accounting standards Preparation of individual and group accounts in accordance with IAS Regulation 2. 2— Objects of this Act. Dependent on the legislation item being viewed this may include: Click 'View More' or select 'More Resources' tab for additional information including: All content is available under the Open Government Licence v3.0 except where otherwise stated. 24. Subsection (1) applies even though a person of the kind referred to in paragraphs (b) to (e) of that subsection acts fraudulently or forges a document that appears to have been signed on behalf of the company, unless the person dealing with the company or with a person who has acquired property, rights, or interests from the company has actual knowledge of the fraud or forgery. 3. 334 ff, 340." 314.Director's duty of disclosure on takeover, etc. companies much easier, simpler and more transparent; Now, therefore, be it enacted by the House of Representatives in the First Year of the issuance of the Proclamation of the House of Representatives, 2063 (2006). (1) The balance sheet of a company which is a... 21.Subject to the following paragraphs of this Part of this... 22.Subject as aforesaid and to Part III of this Schedule,... 23.The following provisions of this Act, namely—. Penalty for concealing name of creditor, etc. Company law throughout the United Kingdom is now governed by the Companies Act 2006, which received Royal Assent on 8 November 2006, and which was commenced in stages between then and 1 October 2009. Registration of financial statements by companies. (2) A sole director shall not also be secretary. (1) This Act may be cited as the Companies Act 1965. For sections 226 and 227 of the 1985 Act (duty to prepare Inspection of documents kept by registrar, Public notice by registrar of receipt and issue of certain documents, Removal of documents to Public Record Office, Enforcement of company's duty to make returns, Registrar's index of company and corporate names, Prohibition of partnerships with more than 20 members, Limited partnerships: limit on number of members, Power of company to provide for employees on cessation or transfer of business, Certain companies to publish periodical statement, Production and inspection of books where offence suspected, Cross-border operation of receivership provisions, Costs and expenses in actions by certain limited companies, Power of court to grant relief in certain cases, Criminal proceedings against unincorporated bodies, " Holding company ", " subsidiary " and " wholly-owned subsidiary ", Expressions used in connection with accounts. were not governed by the Act. The following provisions of this Act, namely—. 29. (1) The following applies for the interpretation of paragraphs 3... 6.The directors' report shall contain— (a) particulars of any important... PART II Disclosure Required by Company Acquiring its Own Shares, etc. Details. 32. (1) In relation to a company's accounts for a financial... 12.In relation to a company's accounts for a financial year,... 13.Section 345 of this Act (power of Secretary of State... 14.The following provisions of this Act apply for purposes of... PART II Matters to be Disclosed under Section 233. 16. 4. THE COMPANIES ACT No. Amendment of section 11. The prime aims of the Act […] 19. The Act The Companies Act 1985 The United Kingdom Great Britain and Northern Ireland Month Calendar month In writing Written, printed or lithographed or partly one and partly another and other modes of representing or reproducing words in a visible form. 349.Company's name to appear in its correspondence, etc. 14. 8, Company resolution not to appoint auditors, Laying and delivery of unaudited accounts, Power of Secretary of State to alter accounting requirements, Special category companies and their accounts, Other distributions by investment companies, Extension of ss. Section 7. The company's proprietorship, management and its capital requirement. 18. Table A, which lays out default articles of association, was not included in the body of the Act, as it had been in all previous Companies Acts. The Act was a consolidation of various other pieces of company legislation, and was one component of the rules governing companies in England and Wales and in Scotland. Definition of ultimate holding company 5B. of resolutions and agreements, Auditors' right to attend company meetings, Right of resigning auditor to requisition company meeting, Powers of auditors in relation to subsidiaries, Verification of charge on property outside United Kingdom, Company's duty to register charges it creates, Register of charges to be kept by registrar of companies, Companies to keep copies of instruments creating charges. 6.References in this Part of this Schedule to the items... 7.A number in brackets following any item in any of... 8.In the notes following the formats— (a) the heading of... Notes on the profit and loss account formats. 71. Companies registered but not formed under former Companies Acts. Articles prescribing regulations for companies, Alteration of articles by special resolution, Minimum authorised capital (public companies), Memorandum and articles of company limited by guarantee, Effect of alteration on company's members, Conditions in memorandum which could have been in articles, Amendments of memorandum or articles to be registered, Copies of memorandum and articles to be given to members, Issued copy of memorandum to embody alterations, Registered documentation of Welsh companies, Minimum membership for carrying on business, Prohibition on registration of certain names, Exemption from requirement of " limited " as part of the name, Provisions applying to company exempt under s. 30, Power to require company to abandon misleading name, Prohibition on trading under misleading name, Penalty for improper use of " limited " or " cyfyngedig ", Company's capacity: power of directors to bind it, Power of company to have official seal for use abroad. 1.If at the end of the financial year the company... 2.The particulars required by paragraph 1 include, with reference to... 3.Paragraph 1 does not require the disclosure of information with... 4.If at the end of its financial year the company... 5.If advantage is taken of paragraph 4, there must be... 6.For purposes of this Part, shares of a body corporate... PART II Shareholdings in Companies Etc. 13. It is the longest piece of legislation ever enacted in the UK, with over 1,300 sections. The Act applied only to companies incorporated under it, or under earlier Companies Acts. Substantial property transactions involving directors, etc. 305.Directors' names on company correspondence, etc. 89, 90 by private company, Saving for other restrictions as to offers, Saving for company's pre-emption procedure operative before 1982, Apart from s. 97, commissions and discounts barred, General rules as to payment for shares on allotment, Prohibition on allotment of shares at a discount, Shares to be allotted as at least one-quarter paid-up, Restriction on payment by long-term undertaking, Non-cash consideration to be valued before allotment, Transfer to public company of non-cash asset in initial period, Shares issued to subscribers of memorandum, Liability of subsequent holders of shares allotted, Relief in respect of certain liabilities under ss. (1) An obligation imposed on a person by section 324(2)... 16.In reckoning, for purposes of paragraphs 14 and 15, any... PART III Circumstances in Which Obligation Imposed by Section 324 is not Discharged. 89, 90, 93.Saving for other restrictions as to offers, 96.Saving for company's pre-emption procedure operative before 1982, 98.Apart from s. 97, commissions and discounts barred, Amount to be paid for shares; the means of payment, 99.General rules as to payment for shares on allotment, 100.Prohibition on allotment of shares at a discount, 101.Shares to be allotted as at least one-quarter paid-up, 102.Restriction on payment by long-term undertaking, 103.Non-cash consideration to be valued before allotment, 104.Transfer to public company of non-cash asset in initial period, 106.Shares issued to subscribers of memorandum, 110.Entitlement of valuer to full disclosure, 111.Matters to be communicated to registrar, Other matters arising out of allotment &c, 112.Liability of subsequent holders of shares allotted, 113.Relief in respect of certain liabilities under ss. The Companies Act 1985 (c.6) is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enabled companies to be formed by registration, and set out the responsibilities of companies, their directors and secretaries. in winding up, Disqualification by reference to association with insolvent companies. Other than Subsidiaries. Payment to director for loss of office, etc. PART 1 - PRELIMINARY. 5. The Executive The Executive for the time being of the Association 146, 147, Charges of public companies on own shares, Financial assistance generally prohibited, Relaxation of s. 151 for private companies, Time for giving financial assistance under s. 155, Definitions of " off-market" and " market " purchase, Authority for contingent purchase contract, Assignment or release of company's right to purchase own shares, Payments apart from purchase price to be made out of distributable profits, Disclosure by company of purchase of own shares, Power of private companies to redeem or purchase own shares out of capital, Availability of profits for purposes of s. 171, Procedure for special resolution under s. 173, Publicity for proposed payment out of capital, Objections by company's members or creditors, Powers of court on application under s. 176, Effect of company's failure to redeem or purchase, Power for Secretary of State to modify this Chapter, Transitional cases arising under this Chapter; and savings, Duty of company as to issue of certificates, Evidence of grant of probate or confirmation as executor, Issue and effect of share warrant to bearer, Offences in connection with share warrants (Scotland), Payment of debts out of assets subject to floating charge (England and Wales), Obligation of disclosure: the cases in which it may arise and " the relevant time ", " Percentage level" in relation to notifiable interests, Particulars to be contained in notification, Notification of family and corporate interests, Agreement to acquire interests in a particular company, Obligation of disclosure arising under s. 204, Obligation of persons acting together to keep each other informed, Interests in shares which are to be notified, Other provisions about notification under this Part, Registration of interests disclosed under s. 212, Company investigation on requisition by members, Penalty for failure to provide information, Where and for how long records to be kept, Penalties for non-compliance with ss. company documents, Punishment for furnishing false information, Consequence of order imposing restrictions, Punishment for attempted evasion of restrictions, Further provisions on sale by court order of restricted shares, Order on application of Secretary of State, Provisions as to petitions and orders under this Part, Power of incorporated company to create floating charge, Continued effect of certain charges validated by Act of 1972, Agency and liability of receiver for contracts. 5.The court shall not under section 657 make a vesting... 6.The person must by the order be made subject—. 186. (1) With respect to any determination of the value of... 35.Any information required in the case of any company by... 36.The accounting policies adopted by the company in determining the... Information supplementing the balance sheet. 13.Delivery to a person's order of shares or debentures in... PART II Periods Within Which Obligations Imposed By Section 324 Must Be Fulfilled. to directors and persons connected with them, 336.Transactions at behest of holding company, 337.Funding of director's expenditure on duty to company, 338.Loan or quasi-loan by money-lending company, 339." No changes have been applied to the text. (1) Where an event of whose occurrence a director is,... 20.In this Part, a reference to price paid or received... PART IV Provisions with Respect to Register of Directors' Interests to be Kept Under Section 325. 36. 1.The court shall not under section 619 (including that section... 2.The person must by the order be made subject—. 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2020 companies act 1985 as enacted