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COMPANIES ACT 2006

UK Public General Acts

Version 31/07/2013

2006 CHAPTER 46

Default Geographical Extent: E+W+S+N.I.


  • 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 (S)
    • 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 [F38 and traded companies]: additional requirements for AGMs
    • Chapter 5. Additional requirements for quoted companies [F48 AND TRADED 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: qualifying subsidiaries
      • 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
      • Duties and rights of auditors
      • 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
      • 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
      • Requirements for payment out of capital: employees' share schemes
      • 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
    • Chapter 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
      • Disruption of websites
      • 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
    • Scheme of this Part
    • 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
      • Duty of Secretary of State to report on inspections
      • Delegation of Secretary of State's functions
      • Cooperation with foreign competent authorities
      • Transfer of papers to third countries
      • 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
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Introductory Text

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.

[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:—

Annotations:

Modifications etc. (not altering text)

C1 Act: Pts. 1-39 and 45-39 modified (6.4.2007) by The Companies Acts (Unregistered Companies) Regulations 2007 (S.I. 2007/318), regs. 4, 5 (with reg. 6)

C2 Act applied (15.12.2007 with application as mentioned in rule 3 of the amending S.I.) by The PPP Administration Order Rules 2007 (S.I. 2007/3141), rule 32(5)

C3 Act applied in part (with modifications) (6.4.2008) by The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), regs. 3(1)(4), 19(1)

C4 Act modified (6.4.2008) by The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), reg. 10(1)

C5 Act modified (6.4.2008) by The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), reg. 11(1)

C6 Act modified (6.4.2008) by The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), reg. 12(5)

C7 Act applied (with modifications) (6.4.2008) by S.I. 1989/638, reg. 18, Sch. 4 (as amended by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 paras. 163, 164 (with arts. 6, 11, 12))

C8 Act applied (with modifications) (6.4.2008) by S.R. 1989/216, reg. 18, Sch. 4 (as amended by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 paras. 173, 174 (with arts. 6, 11, 12))

C9 Act modified (S.) (21.2.2009) by The Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009 (S.I. 2009/317), art. 3, Sch.

C10 Act modified (12.3.2009) by Dormant Bank and Building Society Accounts Act 2008 (c. 31), ss. 13, 31(1)(2); S.I. 2009/490, art. 2 (with art. 3)

C11 Act modified (1.10.2009) by The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (S.I. 2008/2860), art. 5, Sch. 2 (with arts. 7, 8) (as amended by S.I. 2009/1802, art. 18)

C12 Act applied in part (with modifications) by S.I. 1989/638 reg. 18 Sch. 4 (as amended (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 19, 23 (with reg. 2))

C13 Act: (Pts. 1-39, 45-47 as defined by s. 2) extended (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 12(1), Sch. 3 para. 2 (with art. 10)

C14 Pts. 1-39 and 45-47 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 21 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C15 Pts. 1-39, 45-47 applied (with modifications) (1.10.2009) by The Companies (Companies Authorised to Register) Regulations 2009 (S.I. 2009/2437), regs. 18-23 (with transitional provisions and savings in reg. 24)

C16 Act applied (1.11.2009) by The Water Industry (Special Administration) Rules 2009 (S.I. 2009/2477), rule 58(2)(b) (with rules 3(2), 4)

C17 Act excluded (1.4.2010) by Housing and Regeneration Act 2008 (c. 17), ss. 167(5)(c), 325; S.I. 2010/862, art. 2, (with Sch.)

C18 Act: power to modify conferred (E.W.) (1.10.2010 for certain purposes otherwise prosp.) by Water Act 1991(c. 56), s. 23(2E)-(2G) (as inserted by 2010 c. 29, ss. 34, 49(3)(a), Sch. 5 para. 3 (with s. 49(1)(6)); S.I. 2010/2169, art. 4, Sch. (with art. 5))

C19 Act applied in part (with modifications) (8.2.2011) by The Investment Bank Special Administration Regulations 2011 (S.I. 2011/245), reg. 27, Sch. 6 Pt. 1

C20 Act excluded (1.4.2012) by Housing (Scotland) Act 2010 (asp 17), ss. 106(7)(c), 166(2); S.S.I. 2012/39, art. 2, Sch. 1 (with Sch. 2)


Part 1
General introductory provisions



Annotations:

Modifications etc. (not altering text)

C21 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2


Companies and Companies Acts


1 Companies

(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— (b) (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.
Annotations:

Commencement Information

I1 S. 2 partly in force; s. 2 not in force at Royal Assent see s. 1300; s. 2 in force for certain purposes at 1.1.2007 (subject to art. 5, Sch. 1) (with arts. 6, 8, Sch. 5) and s. 2 in force for certain further purposes at 20.1.2007 by S.I. 2006/3428, arts. 2(2), 3(2) (subject to art. 5, Sch. 1) (with arts. 6, 8, Sch. 5)


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.

Part 2
Company formation



Annotations:

Modifications etc. (not altering text)

C22 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2


General


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.

Annotations:

Commencement Information

I2 S. 8 wholly in force at 1.10.2009; s. 8 not in force at Royal Assent, see s. 1300; s. 8 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 8 in force at 1.10.2009 in so far as not already in force by S.I. 2008/2860, art. 3(b) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)


Requirements for registration