UK Act of Parliament
1989
United Kingdom
Companies Act 1989
At a glance
What's here
4 compliance obligations
Who this Act binds
Plus 1 non-business duty on Crown ministers, regulators, local authorities or tribunals — shown collapsed under each section below.
What this Act requires
Sections that create concrete duties on businesses or carry penalties. Procedural and definitional sections are folded into the “Browse other sections” expander at the bottom of each group. Click any section title to read the source text on legislation.gov.uk.
Schedules
Browse 351 other Schedules — structural / supplementary
Schedule 1 para.10
Schedule 1 para.11
Schedule 1 para.2
Schedule 1 para.3
Schedule 1 para.4
Schedule 1 para.5
Schedule 1 para.6
Schedule 1 para.7
Schedule 1 para.8
Schedule 1 para.9
Schedule 2 para.1
Schedule 2 para.10
Schedule 2 para.11
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Schedule 2 para.13
Schedule 2 para.14
Schedule 2 para.15
Schedule 2 para.16
Schedule 2 para.17
Schedule 2 para.18
Schedule 2 para.19
Schedule 2 para.2
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Schedule 2 para.21
Schedule 2 para.22
Schedule 2 para.3
Schedule 2 para.4
Schedule 2 para.5
Schedule 2 para.6
Schedule 2 para.7
Schedule 2 para.8
Schedule 2 para.9
Schedule 3 para.1
Schedule 3 para.10
Schedule 3 para.11
Schedule 3 para.12
Schedule 3 para.13
Schedule 3 para.14
Schedule 3 para.15
Schedule 3 para.16
Schedule 3 para.17
Schedule 3 para.18
Schedule 3 para.19
Schedule 3 para.2
Schedule 3 para.20
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Schedule 3 para.28
Schedule 3 para.29
Schedule 3 para.3
Schedule 3 para.30
Schedule 3 para.31
Schedule 3 para.32
Schedule 3 para.4
Schedule 3 para.5
Schedule 3 para.6
Schedule 3 para.7
Schedule 3 para.8
Schedule 3 para.9
Schedule 4 para.1
Schedule 4 para.2
Schedule 4 para.3
Schedule 4 para.4
Schedule 4 para.5
Schedule 4 para.6
Omit the present Part III (disclosure required in case of...
Schedule 5 para.1
Schedule 5 para.2
Schedule 5 para.3
Schedule 6 para.1
Schedule 6 para.10
Schedule 6 para.2
Schedule 6 para.3
Schedule 6 para.4
Schedule 6 para.5
Schedule 6 para.6
Schedule 6 para.7
Schedule 6 para.8
Schedule 6 para.9
Schedule 7 para.10
Schedule 7 para.11
Schedule 7 para.12
Schedule 7 para.13
Schedule 7 para.7
Schedule 7 para.8
Schedule 7 para.9
Schedule 9 to the Companies Act 1985 is amended in...
Schedule 8 para.1
Schedule 8 para.2
Schedule 8 para.3
Schedule 9 para.1
Schedule 9 para.10
Schedule 9 para.11
Schedule 9 para.2
Schedule 9 para.3
Schedule 9 para.4
Schedule 9 para.5
Schedule 9 para.6
Schedule 9 para.7
Schedule 9 para.8
Schedule 9 para.9
In section 46 (meaning of “unqualified” auditors’ report in section...
In sections 338(4), 339(4), . . . and 344(2) for...
In section 699(3) for “section 241(3)” substitute “section 242(1)”.
In Part XXIII (oversea companies), for Chapter II (delivery of...
In section 711(1)(k) for “section 241 (annual accounts)” substitute “section...
For section 742 (expressions used in connection with accounts) substitute—...
In section 744 (interpretation), omit the definition of “authorised institution”...
In Schedule 1, in paragraph 2(2)(a) for “section 252(5)” substitute...
(1) Schedule 2 (interpretation of references to “ beneficial interest...
(1) Part II of Schedule 3 (prospectuses: auditors’ and accountants’...
In section 209(5)(a)(i) for “an authorised institution” substitute “a banking...
In paragraph 12(b) of Schedule 4, for “section 238” substitute...
(1) Schedule 11 is amended as follows.
(1) In Schedule 15A (renumbered 15B) (provisions applicable to mergers...
In Schedule 22 (provisions applying to unregistered companies), in the...
(1) Schedule 24 (punishment of offences) is amended as follows....
In Schedule 2 to the Betting, Gaming and Lotteries Act...
(1) Section 42 of the Harbours Act 1964 (accounts and...
(1) Section 8 of the Coal Industry Act 1971 (further...
(1) Section 17 of the Aircraft and Shipbuilding Industries Act...
In sections 211(9) and 215(4) for “paragraph 3 or 10...
In section 11(4) of the Transport Act 1981, for “section...
In section 24(5) of the Iron and Steel Act 1982...
In Schedule 3 to the Oil and Pipelines Act 1985...
In Schedule 2 to the Patents, Designs and Marks Act...
(1) The Company Directors Disqualification Act 1986 is amended as...
(1) The Income and Corporation Taxes Act 1988 is amended...
In section 33 of the Dartford–Thurrock Crossing Act 1988 (duty...
In section 271(3), for “section 236” substitute “section 235”.
In section 272(3)— (a) for “section 228” substitute “section 226”,...
In sections 272(5) and 273(7) for “section 241(3)(b)” substitute “the...
In section 276(b) for “34(4)(b)” substitute “34(3)(a)”.
For section 279 substitute— Distributions by banking or insurance companies....
In section 289(4) for “section 252(5)” substitute “section 250(3)”.
Schedule 11 para.1
Schedule 11 para.10
Schedule 11 para.10A
Schedule 11 para.11
Schedule 11 para.12
Schedule 11 para.12A
Schedule 11 para.13
Schedule 11 para.14
Schedule 11 para.15
Schedule 11 para.16
Arrangements for setting standards relating to professional integrity and independence
Arrangements for setting technical standards
Arrangements for independent monitoring of audits of listed and other major companies
Schedule 11 para.2
Arrangements for independent investigation for disciplinary purposes of public interest cases
Supplementary: arrangements to operate independently of body
Supplementary: “funded” arrangements etc.
Schedule 11 para.3
Schedule 11 para.4
Schedule 11 para.5
Schedule 11 para.6
Schedule 11 para.7
Schedule 11 para.8
Schedule 11 para.9
Schedule 12 para.1
Schedule 12 para.2
Schedule 12 para.3
Schedule 12 para.4
Schedule 12 para.5
Schedule 12 para.6
Schedule 12 para.7
Schedule 12 para.8
Schedule 12 para.9
Schedule 13 para.1
Schedule 13 para.10
Schedule 13 para.11
Schedule 13 para.12
Schedule 13 para.13
Schedule 13 para.2
Schedule 13 para.3
Schedule 13 para.4
Schedule 13 para.5
Schedule 13 para.6
Schedule 13 para.7
Schedule 13 para.8
Schedule 13 para.9
(1) The Secretary of State shall before deciding whether to...
(1) Where a recognised supervisory or qualifying body amends, revokes...
(1) The OFT shall keep under review the rules made...
(1) The following powers are exercisable by the OFT for...
Enforcement
(1) A person commits an offence if he intentionally alters,...
(1) The OFT may, if it thinks fit, publish any...
(1) The powers conferred by this section are exercisable by...
(1) A direction under paragraph 6 is, on the application...
(1) For the purpose of determining whether a monopoly situation...
(1) The Chapter I prohibition does not apply to an...
(1) Section 3 of the Land Charges Act 1972 (registration...
Section 695A(1) is amended by the insertion of the words...
(1) Schedule 24 to the Companies Act 1985 (punishment of...
(1) The Insolvency Act 1986 is amended as follows.
In Schedule 1 to the Company Directors Disqualification Act 1986...
In Schedule 2A to the Coal Industry Nationalisation Act 1946...
In section 12(1) of the Coal Industry Act 1973 (interpretation)...
In section 37(1) of the Industry Act 1975 (interpretation), in...
In section 25(1) of the Scottish Development Agency Act 1975...
In section 27(1) of the Welsh Development Agency Act 1975...
In section 2(5) of the Industrial Common Ownership Act 1976...
In section 56(1) of the Aircraft and Shipbuilding Industries Act...
In section 3 of the Nuclear Industry (Finance) Act 1977...
In section 14(1) of the Coal Industry Act 1977 (interpretation),...
In section 1(4) of the Shipbuilding (Redundancy Payments) Act 1978...
In section 67 of the Electricity Act 1947 (interpretation)—
In section 31(1) of the Crown Agents Act 1979 (interpretation),...
In sections 11(3)(f) and 12 of the Competition Act 1980...
In section 14(1) of the British Aerospace Act 1980 (interpretation)—...
In sections 100(1), 141(7) and 170(1)(d) and (2) of the...
In section 85 of the British Telecommunications Act 1981 (interpretation),...
In section 4(2) of the Transport Act 1981 (interpretation of...
In section 73(1) of the Telecommunications Act 1984 (interpretation of...
In section 68 of the London Regional Transport Act 1984...
In section 42 of the Landlord and Tenant Act 1954...
(1) The Inheritance Tax Act 1984 is amended as follows....
In section 14 of the Ordnance Factories and Military Services...
(1) The following provisions have effect with respect to the...
Section 293 of the Companies Act 1985 (age limit for...
Nothing in section 144(1) affects the operation of Part XIIIA...
For the purposes of section 719 of the Companies Act...
In section 137(1) of the Transport Act 1985 (interpretation), in...
In the Transport Act 1946, in the definition of “subsidiary”...
In section 622 of the Housing Act 1985 (minor definitions:...
In section 101 of the Housing Associations Act 1985 (minor...
In section 9 of the Atomic Energy Authority Act 1986...
In section 82 of the Airports Act 1986 (general interpretation),...
In the Gas Act 1986— (a) in section 48(1) (interpretation...
In section 119 of the Building Societies Act 1986 (interpretation),...
In section 141 of the Income and Corporation Taxes Act...
In section 15(1) of the British Steel Act 1988 (interpretation),...
In section 57(1) of the Harbours Act 1964 (interpretation), in...
In section 32A of the General Rate Act 1967 (rateable...
In section 86 of the Post Office Act 1969 (interpretation),...
In section 10 of the Industry Act 1972 (construction credits),...
(1) In section 456(3) of the Companies Act 1985 (removal...
In Part XVII of the Companies Act 1985 (protection of...
In section 684(1) of the Companies Act 1985 (requirements for...
In Chapter I of Part XXIII of the Companies Act...
For section 705 of the Companies Act 1985 (Companies’ registered...
(1) Section 716 of the Companies Act 1985 (prohibition of...
(1) Section 717 of the Companies Act 1985 (limited partnerships:...
In section 730 of the Companies Act 1985 (punishment of...
In section 734 of the Companies Act 1985 (criminal proceedings...
In Part XXVI of the Companies Act 1985 (interpretation), after...
In Part XXVI of the Companies Act 1985 (interpretation), after...
In Schedule 22 to the Companies Act 1985 (provisions applying...
In section 321 of the Companies Act 1985 (exceptions from...
In section 368 of the Companies Act 1985 (extraordinary general...
In section 46 of the Fair Trading Act 1973, subsection...
Paragraphs 4 to 9 (and the repeals in Schedule 24...
At the end of section 76 of that Act there...
(1) In section 83 of that Act, after subsection (3)...
(1) In section 85 of that Act, for subsection (7)...
(1) In section 88 of that Act, in subsection (1)...
(1) In section 89 of that Act, in subsection (1),...
(1) Section 90 of that Act is amended as follows....
In section 132(1) of that Act, after “85(6)” there is...
(1) In Schedule 3 to that Act, in paragraph 16(2)...
(1) Schedule 8 to that Act is amended as follows....
(1) In section 60 of that Act—
(1) In Schedule 9 to that Act, in paragraph 4...
(1) In section 13(9) of the Telecommunications Act 1984, after...
In section 63(1) of that Act, for “to 75 of...
In section 66 of that Act— (a) in subsections (1)...
(1) In section 67 of that Act, in subsection (2)(a),...
In section 68(4) of that Act, after “the Secretary of...
In section 71 of that Act— (a) in subsection (1)...
In section 74(1) of that Act— (a) the words “and...
In section 75(4) of that Act— (a) after “sections 66”...
Schedule 21 para.1
Schedule 21 para.10
Schedule 21 para.11
Schedule 21 para.12
Schedule 21 para.13
Schedule 21 para.14
Schedule 21 para.15
Schedule 21 para.2
Schedule 21 para.3
Schedule 21 para.4
Schedule 21 para.5
Schedule 21 para.6
Schedule 21 para.7
Schedule 21 para.8
Schedule 21 para.9
Schedule 22 para.1
Schedule 22 para.10
Schedule 22 para.11
Schedule 22 para.12
Schedule 22 para.13
Schedule 22 para.14
Schedule 22 para.15
Schedule 22 para.2
Schedule 22 para.3
Schedule 22 para.4
Schedule 22 para.5
Schedule 22 para.6
Schedule 22 para.7
Schedule 22 para.8
Schedule 22 para.9
Schedule 23 para.1
Schedule 23 para.10
Schedule 23 para.11
Schedule 23 para.12
Schedule 23 para.13
Schedule 23 para.14
Schedule 23 para.15
Schedule 23 para.16
Schedule 23 para.17
Schedule 23 para.18
Schedule 23 para.19
Schedule 23 para.2
Schedule 23 para.20
Schedule 23 para.21
Schedule 23 para.22
Schedule 23 para.23
Schedule 23 para.24
Schedule 23 para.25
Schedule 23 para.26
Schedule 23 para.27
Schedule 23 para.28
Schedule 23 para.29
Schedule 23 para.3
Schedule 23 para.30
Schedule 23 para.31
Schedule 23 para.32
Schedule 23 para.33
Schedule 23 para.34
Schedule 23 para.35
Schedule 23 para.36
Schedule 23 para.37
Schedule 23 para.38
Schedule 23 para.39
Schedule 23 para.4
Schedule 23 para.40
Schedule 23 para.41
Schedule 23 para.42
Schedule 23 para.43
Schedule 23 para.5
Schedule 23 para.6
Schedule 23 para.7
Schedule 23 para.8
Schedule 23 para.9
s.157
- Notify regulator at least three months before changing default rules
s.160
- Give a recognised body reasonable assistance during default proceedings
Duty to report on completion of default procedings.
- Report to regulator after completing default proceedings
Powers ... to give directions.
Other duties (1) — Crown / regulator
- Regulator must consult and satisfy conditions before directing default action Statutory regulator
Browse 219 other sections — procedural / definitional / commencement
Introduction.
Accounting records.
A company’s financial year and accounting reference periods.
Individual company accounts.
Group accounts.
Additional disclosure required in notes to accounts.
Approval and signing of accounts.
Directors’ report.
Auditors’ report.
Publication of accounts and reports.
Laying and delivering of accounts and reports.
Remedies for failure to comply with accounting requirements.
Small and medium-sized companies and groups.
Dormant companies.
Public listed companies: provision of summary financial statement.
Private companies: election to dispense with laying of accounts and reports before general meeting.
Unlimited companies: exemption from requirement to deliver accounts and reports.
Banking and insurance companies and groups: special provisions.
Accounting standards.
Power to alter accounting requirements.
Parent and subsidiary undertakings.
Other interpretation provisions.
Consequential amendments.
Introduction.
Eligibility for appointment.
Effect of appointment of partnership.
Ineligibility on ground of lack of independence.
Effect of ineligibility.
Power of Secretary of State to require second audit.
Supervisory bodies.
Meaning of “appropriate qualification”.
Qualifying bodies and recognised professional qualifications.
Approval of overseas qualifications.
Eligibility of individuals retaining only 1967 Act authorisation.
The register of auditors.
Information about firms to be available to public.
Matters to be notified to the Secretary of State.
Power to call for information.
Compliance orders.
Directions to comply with international obligations.
False and misleading statements.
Offences by bodies corporate, partnerships and unincorporated associations.
Time limits for prosecution of offences.
Jurisdiction and procedure in respect of offences.
Fees.
Delegation of functions of Secretary of State.
Circumstances in which Secretary of State may delegate functions to existing body
Restrictive practices.
Exemption from liability for damages.
Service of notices.
Power to make consequential amendments.
Power to make provision in consequence of changes affecting accountancy bodies.
Meaning of “associate”.
Minor definitions.
Index of defined expressions.
Investigations by inspectors not leading to published report.
Production of documents and evidence to inspectors.
Duty of inspectors to report.
Power to bring civil proceedings on the company’s behalf.
Expenses of investigating a company’s affairs.
Power of Secretary of State to present winding-up petition.
Inspectors’ reports as evidence.
Investigation of company ownership.
Secretary of State’s power to require production of documents.
Entry and search of premises.
Provision for security of information obtained.
Punishment for destroying, mutilating, &c. company documents.
Punishment for furnishing false information.
Disclosure of information by Secretary of State or inspector.
Protection of banking information.
Investigation of oversea companies.
Investigation of unregistered companies.
Investigations into collective investment schemes.
Investigations into affairs of persons carrying on investment business.
Investigations into insider dealing.
Restrictions on disclosure of information.
Entry and search of premises.
Amendments of the Insurance Companies Act 1982.
Amendment of the Insolvency Act 1986.
Amendment of the Company Directors Disqualification Act 1986.
Amendment of the Building Societies Act 1986.
Amendments of the Banking Act 1987.
Request for assistance by overseas regulatory authority.
Power to require information, documents or other assistance.
Exercise of powers by officer, &c.
Penalty for failure to comply with requirement, &c.
Restrictions on disclosure of information.
Exceptions from restrictions on disclosure.
Exercise of powers in relation to Northern Ireland.
Prosecutions.
Offences by bodies corporate, partnerships and unincorporated associations.
Jurisdiction and procedure in respect of offences.
Introduction.
Charges requiring registration.
The companies charges register.
Delivery of particulars for registration.
Delivery of further particulars.
Effect of omissions and errors in registered particulars.
Memorandum of charge ceasing to affect company’s property.
Further provisions with respect to voidness of charges.
Additional information to be registered.
Copies of instruments and register to be kept by the company
Power to make further provision by regulations.
Other supplementary provisions.
Interpretation, &c.
Charges on property of oversea company.
Application of provisions to unregistered companies.
Consequential amendments.
A company’s objects and the power of the directors to bind it.
s.109
Statement of company’s objects.
Charitable companies (Scotland).
Written resolutions of private companies.
Written resolutions: supplementary provisions.
Election by private company to dispense with certain requirements.
Elective resolution of private company.
Power to make further provision by regulations.
Introduction.
Appointment of auditors.
Rights of auditors.
Remuneration of auditors.
Removal, resignation, &c. of auditors.
Statement by person ceasing to hold office as auditor.
Auditors of trade unions and employers’ associations.
Delivery of documents to the registrar.
Keeping and inspection of company records.
Supplementary provisions as to company records and related matters.
Form and articles for partnership company.
Membership of holding company.
Company contracts and execution of documents by companies.
Members’ rights to damages, &c.
Financial assistance for purposes of employees’ share scheme.
Issue of redeemable shares.
Disclosure of interests in shares.
Orders imposing restrictions on shares.
A company’s registered office.
Effecting of insurance for officers and auditors of company.
Increase of limits on certain exemptions.
Annual returns.
Floating charges (Scotland).
Application to declare dissolution of company void.
Abolition of doctrine of deemed notice.
Rights of inspection and related matters.
“Subsidiary”, “holding company” and “wholly-owned subsidiary”.
s.145
After section 75 of the Fair Trading Act 1973 there...
Undertakings as alternative to merger reference.
Enforcement of undertakings.
Temporary restrictions on share dealings.
Obtaining control by stages.
False or misleading information.
Fees.
Other amendments about mergers and related matters.
Introduction.
Market contracts.
Qualifying collateral arrangements and qualifying property transfers
Additional requirements for recognition: default rules, &c.
Modifications of the law of insolvency.
Proceedings of recognised bodies take precedence over insolvency procedures.
Supplementary provisions as to default proceedings.
Net sum payable on completion of default proceedings.
Disclaimer of property, rescission of contracts, &c.
Adjustment of prior transactions.
Application to determine whether default proceedings to be taken.
Delegation of functions to designated agency.
Supplementary provisions.
Certain overseas exchanges and clearing houses.
Third country central counterparties
Third country central counterparties: procedure
Third country CSDs
Certain money market institutions.
Settlement arrangements provided by the Bank of England.
Market charges.
Modifications of the law of insolvency.
Administration orders, &c.
Power to make provision about certain other charges.
Application of margin or default fund contribution not affected by certain other interests.
Priority of floating market charge over subsequent charges.
Priority of market charge over unpaid vendor’s lien.
Proceedings against market property by unsecured creditors.
Power to apply provisions to other cases.
Powers of court in relation to certain proceedings begun before commencement.
Recognised central counterparties: disapplication of provisions on mutual credit and set-off
Insolvency proceedings in other jurisdictions.
Indemnity for certain acts, &c.
Power to make further provision by regulations.
Supplementary provisions as to regulations.
Construction of references to parties to market contracts.
Meaning of “default rules” and related expressions.
Meaning of “relevant office-holder”.
Meaning of “transfer”
Minor definitions.
Index of defined expressions.
Statements of principle.
Restriction of right to bring action for contravention of rules, regulations, &c.
Application of designated rules and regulations to members of self-regulating organisations.
Codes of practice.
Relations with other regulatory authorities.
Construction of references to incurring civil liability.
Offers of unlisted securities.
Offers of securities by private companies and old public companies.
Jurisdiction of High Court and Court of Session.
Directions to secure compliance with international obligations.
Offers of short-dated debentures.
Standard of protection for investors.
Costs of compliance.
Requirements for recognition of investment exchange.
Consequential amendments and delegation of functions on commencement.
Transfer of securities.
Summary proceedings in Scotland for offences in connection with disqualification of directors.
Prosecutions in connection with insider dealing.
Restriction of duty to supply statements of premium income.
Building societies: miscellaneous amendments.
“Bank of England”
Repeals.
Provisions extending to Northern Ireland.
Making of corresponding provision for Northern Ireland.
Commencement and transitional provisions.
Short title.
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