File your first Self Assessment tax return
- 1 step
UK Act of Parliament
2006
United Kingdom
Companies Act 2006
At a glance
Enforced by
Companies House, FRC, Insolvency Service, Takeover Panel, CIC Regulator, OfS
What's here
138 compliance obligations, 47 practical guides across 6 topics · 57 journeys · 4 statutory instruments
Penalty landscape
38 of 138 obligations carry an unlimited fine. 47 carry different penalties and 53 have no criminal penalty — flagged in the list below.
Who this Act binds
Business-side actors with duties under this Act, ranked by how often they appear.
- Director or Officer 63
- Trader 39
- Any Person 19
- Responsible Person 2
Plus 15 non-business duties on Crown ministers, regulators, local authorities or tribunals — shown collapsed under each section below.
Step-by-step journeys using this legislation
Walkthroughs that take you from a real business situation to compliance.
Buy an existing business
- 6 steps
Stop your sole trader business
- 2 steps
Explore business rescue and insolvency options
- 10 steps
Respond to a Corporation Tax penalty or enquiry
- 1 step
Understanding VAT from scratch
- 2 steps
Relevant guidance
Practical guides for businesses affected by this Act, ordered by how closely they engage with it.
Direct — cites this Act
15 guidesApprovals and registrations you need before trading
Business planning checklist
Change from sole trader to limited company
Check your business name is available
Close a solvent company using Members' Voluntary Liquidation
Conduct business research
File your company accounts with Companies House
Keep business records after closing
Supporting — topic alignment
18 guidesMentioned in related content
14 guides- Avoid wrongful trading as a company director
- Claim business expenses as a sole trader
- Company rescue and insolvency options
- Corporation Tax annual compliance checklist
- Corporation Tax basics
- Dissolve a business partnership
- Equal pay: legal requirements for employers
- Maintain your import records
- Meet your ongoing CIC compliance obligations
- Prepare charity accounts using SORP
Other Acts binding the same actors
For each actor bound by this Act, the other UK Acts that bind them most often. Useful for understanding the full compliance landscape facing each role.
Directors and Officers also bound by 224 other Acts (top 5 shown)
- Insolvency (England and Wales) Rules 2016 2016 75 duties
- Insolvency Act 1986 1986 46 duties
- CCBSA 2014 2014 22 duties
- CAICEA 2004 2004 18 duties
- Economic Crime and Corporate Transparency Act 2023 2023 18 duties
Traders also bound by 219 other Acts (top 5 shown)
- Value Added Tax Regulations 1995 1995 952 duties
- Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 2013 39 duties
- TULRCA 1992 1992 39 duties
- The Customs (Import Duty) (EU Exit) Regulations 2018 2018 33 duties
- Consumer Credit Act 1974 1974 31 duties
Any Person also bound by 749 other Acts (top 5 shown)
- Human Medicines Regulations 2012 2012 110 duties
- Licensing Act 2003 2003 105 duties
- Merchant Shipping Act 1995 1995 97 duties
- Road Traffic Act 1988 1988 95 duties
- Air Navigation Order 2016 2016 86 duties
Responsible Persons also bound by 56 other Acts (top 5 shown)
- MH(CT)(S)A 2003 2003 45 duties
- Climate Change Levy (General) Regulations 2001 2001 24 duties
- Regulatory Reform (Fire Safety) Order 2005 (England/Wales comparison) 2005 22 duties
- The Offshore Installations (Prevention of Fire and Explosion, and Emergency Response) Regulations 1995 1995 21 duties
- The Offshore Installations and Pipeline Works (Management and Administration) Regulations 1995 1995 16 duties
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 7 other Schedules — structural / supplementary
Parent and subsidiary undertakings: supplementary provisions
Arrangements in which registered third country auditors are required to participate
References to people with significant control over a company
Documents and information sent or supplied to a company
Communications by a company
Specified persons, descriptions, disclosures etc for the purposes of section 1224A
Transparency obligations and related matters: minor and consequential amendments
Statement of capital and initial shareholdings
- File a statement of capital and initial shareholdings during incorporation Trader
Statement of compliance
- Submit a statement of compliance when registering a company Director or Officer
Issue of certificate of incorporation
Other duties (1) — Crown / regulator
- Companies House must issue a certificate of incorporation upon registration Statutory regulator
Copies of resolutions or agreements to be forwarded to registrar
Fine up to £1,000- Fail to forward resolutions to Companies House Director or Officer
Notice to registrar where company's constitution altered by enactment
Fine up to £1,000- Fail to give notice of constitutional change to Companies House Director or Officer
Notice to registrar where company's constitution altered by order
Fine up to £1,000- Fail to give notice of constitutional alteration to registrar Director or Officer
Documents to be incorporated in or accompany copies of articles issued by company
Fine up to £1,000- Fail to include required documents with copies of articles Director or Officer
Power to direct change of name in case of company ceasing to be entitled to exemption
Unlimited fine- Fail to change company name when directed by the Secretary of State Director or Officer
Direction to change name: supplementary provisions
Fine up to £1,000- Fail to change company name as directed Director or Officer
Power to direct change of name used for criminal purposes
Fine up to £1,000- Fail to change company name when directed by the Secretary of State Director or Officer
Direction to change name wrongly registered
Fine up to £1,000- Fail to change company name after direction Director or Officer
Change of name by special resolution
- Notify Companies House of a change to your company name Trader
Duty to ensure registered office at appropriate address
Unlimited fine- Fail to maintain an appropriate registered office address Director or Officer
Requirements as to share capital
- Meet share capital requirements before re-registering as a public company Trader
Copy of application to be given to new members, employees, etc
7 years imprisonment- Fail to give copy of striking‑off application to new members or employees Director or Officer
Circumstances in which application to be withdrawn
Unlimited fine- Fail to withdraw striking‑off application when required Director or Officer
Requirements for administrative restoration
Unlimited fine- Fail to meet requirements for administrative company restoration Any Person
Issue of certificate of incorporation on re-registration
Other duties (1) — Crown / regulator
- Companies House must issue a new certificate upon re-registration Statutory regulator
Requirement to identify persons authorised to accept service of documents
- Register a UK representative for your overseas company Trader
The registrar's official seal
Other duties (1) — Crown / regulator
- Companies House must use an official seal to authenticate documents Statutory regulator
Analysis of information for the purposes of crime prevention or detection
Other duties (1) — Crown / regulator
- Companies House must analyze data to prevent and detect crime Statutory regulator
Public notice of issue of certificate of incorporation
Other duties (1) — Crown / regulator
- Companies House must publish notice of new certificates of incorporation Statutory regulator
Issue of certificate of incorporation on re-registration
Other duties (1) — Crown / regulator
- Companies House must issue a new certificate upon re-registration Statutory regulator
Registrar’s objectives to promote integrity of registers etc
Unlimited fineOther duties (1) — Crown / regulator
- Registrar must ensure accuracy and integrity of company registers Statutory regulator
Offence relating to provision of information
2 years imprisonment- Fail to provide information required under s.1092A Any Person
Registrar's notice to resolve inconsistency ...
Unlimited fine- Fail to provide documents after registrar’s notice Director or Officer
Further provision about removal of material from the register
Other duties (1) — Crown / regulator
- Secretary of State must create rules for removing material from the register Crown / Minister / Government department
Rectification of register: service addresses
Fine up to £1,000- Use an invalid or non-compliant service address Any Person
Public notice of removal of certain material from the register
Other duties (1) — Crown / regulator
- Companies House must publish notice when removing certain documents Statutory regulator
Issue of certificate of incorporation on re-registration
Other duties (1) — Crown / regulator
- Companies House must issue a new certificate on re-registration Statutory regulator
Disclosure: supplementary
Unlimited fine- Unauthorised disclosure of HMRC revenue and customs information Any Person
False statements: aggravated offence
2 years imprisonment- Submit false or misleading document to Companies House Any Person
Duty on new members to notify required information
2 years imprisonment- Provide your details to the company when you become a shareholder Trader
Form of company records
Fine up to £1,000- Fail to keep company records in required form Director or Officer
Duty to take precautions against falsification
Fine up to £1,000- Fail to prevent falsification of company records Director or Officer
Register of members: response to request for inspection or copy
- Respond to requests for the register of members Trader
Register of members: offences in connection with request for or disclosure of information
2 years imprisonment- Mislead request for or improperly disclose members’ register information Any Person
Independence requirement
- Ensure auditor independence by preventing conflicts of interest Any Person
Single member companies
Fine up to £1,000- Fail to record single‑member status in register Director or Officer
Reports by the Independent Supervisor
Other duties (1) — Crown / regulator
- Independent Supervisor must report annually on its functions Statutory regulator
Effect of suspension notices
- Stop acting as a statutory auditor if you receive a suspension notice Any Person
Restriction on transfer of audit working papers to third countries
Unlimited fine- Restrict transfer of audit papers to third countries Any Person
Publication of working arrangements
Other duties (1) — Crown / regulator
- Secretary of State must publish international audit agreements Crown / Minister / Government department
Transitional provision where information kept on central register
Unlimited fine- Restore member information to your internal register Trader
Duty to notify registrar of changes of information
Fine up to £5,000- Notify Companies House of changes to a director's information Trader
Prohibition on director acting unless ID verified
Unlimited fine- Acting as a director without an identity verification Director or Officer
Directors' long-term service contracts: requirement of members' approval
Unlimited fine- Get shareholder approval for directors' long-term service contracts Trader
Loans to directors: requirement of members' approval
Unlimited fine- Obtain shareholder approval before loaning money to directors Trader
Quasi-loans to directors: requirement of members' approval
- Obtain shareholder approval for quasi-loans to directors Trader
Loans or quasi-loans to persons connected with directors: requirement of members' approval
- Obtain shareholder approval for loans to people connected to directors Trader
Qualifying indemnity provision to be disclosed in directors' report
- Disclose director indemnity provisions in the directors' report Trader
Copy of qualifying indemnity provision to be available for inspection
Fine up to £1,000- Fail to keep indemnity provision available for inspection Director or Officer
Application for permission to continue derivative claim
- Apply for court permission to continue a derivative claim Trader
Duty to notify registrar of change in secretary or joint secretary
- Notify Companies House of a change in company secretary Trader
Duty to notify registrar of changes of information
Unlimited fine- Notify Companies House of changes to company secretary details Trader
Circulation of written resolutions proposed by directors
Unlimited fine- Fail to circulate written resolution to eligible members Director or Officer
Directors' duty to call meetings required by members
- Call a general meeting when requested by shareholders Director or Officer
Company's duty to circulate members' statement
Unlimited fine- Fail to circulate members' statement Director or Officer
Company-sponsored invitations to appoint proxies
Fine up to £1,000- Fail to issue proxy invitations to all eligible members Director or Officer
Offences relating to provision of information
Fine up to £1,000- Fail to provide information required under section 349 Any Person
Information to be made available on website
Fine up to £1,000- Fail to publish required poll information on website Director or Officer
Records of resolutions and meetings etc
Fine up to £1,000- Fail to keep statutory company records Director or Officer
IAS individual accounts
- Include specific company details in IAS individual accounts Trader
Companies Act group accounts
- Prepare and format consolidated group accounts Trader
Approval and signing of accounts
Unlimited fine- Approve non‑compliant annual accounts Director or Officer
Contents of directors' report: statement as to disclosure to auditors
2 years imprisonment- Approve false statement in directors' report Director or Officer
Approval and signing of directors' remuneration report
Unlimited fine- Approve non‑compliant directors' remuneration report Director or Officer
Supplementary material
Unlimited fine- Include required supplementary material in summary financial reports Trader
Summary financial statements: offences
Unlimited fine- Submit false or misleading summary financial statements Director or Officer
Requirements in connection with publication of non-statutory accounts
Fine up to £1,000- Publish non‑statutory accounts without required statement or with auditor’s report Director or Officer
Default in filing accounts and reports: offences
Unlimited fine- Fail to file accounts and reports on time Director or Officer
Disclosure of information by tax authorities
2 years imprisonment- Misuse or unauthorised disclosure of HMRC information Any Person
Restrictions on disclosure of information obtained under compulsory powers
2 years imprisonment- Disclose confidential information obtained under compulsory powers Any Person
Liability for false or misleading statements in reports and statements
- Ensure company reports are not false or misleading Director or Officer
Auditor's report on company's annual accounts
- Ensure your company's annual accounts are audited and reported on Trader
Duties of auditor
- Auditors must investigate and report on company accounting records Trader
Auditor's rights to information: offences
2 years imprisonment- Provide false information to auditor or fail to comply with auditor’s request Any Person
Names to be stated in published copies of auditor's report
Fine up to £1,000- Publish auditor's report without required name statement Director or Officer
Rights of resigning auditor
Unlimited fine- Fail to convene meeting after auditor's resignation requisition Director or Officer
Duty of auditor to send statement to appropriate audit authority
Unlimited fine- Fail to send audit statement when resigning as auditor Any Person
Liability of company and officers in case of contravention
- Compensate shareholders for breaches of pre-emption rights Trader
Public companies: allotment where issue not fully subscribed
- Return investor money if a public share offer is not fully subscribed Director or Officer
Non-cash consideration for shares: requirements as to valuation and report
- Ensure non-cash share payments are independently valued and reported Trader
Copy of report to be delivered to registrar
Unlimited fine- Fail to deliver share‑valuation report to registrar Director or Officer
Notice to registrar of sub-division or consolidation
Fine up to £1,000- Fail to give notice of share split or consolidation Director or Officer
Notice of particulars of variation of rights attached to shares
Fine up to £1,000- Fail to notify Companies House of share‑rights variation Director or Officer
Notice of new class of members
Fine up to £1,000- Fail to notify Companies House of new class of members Director or Officer
Registration of order and statement of capital
- Register court order and statement of capital after reducing share capital Director or Officer
General rule against limited company acquiring its own shares
2 years imprisonment- Acquire own shares unlawfully Director or Officer
Notice of cancellation of shares
Fine up to £1,000- Fail to give notice of cancelled shares to Companies House Director or Officer
Offence in case of failure to cancel shares or re-register
Fine up to £1,000- Fail to cancel shares or re‑register as private company Director or Officer
Authority for off-market purchase
- Obtain shareholder approval for off-market share buybacks Trader
Variation of contract for off-market purchase
Unlimited fine- Get shareholder approval for changes to off-market share buyback contracts Trader
Copy of contract or memorandum to be available for inspection
Unlimited fine- Keep share purchase contracts available for inspection Trader
Directors' statement and auditor's report
- Prepare directors' insolvency statement and auditor's report for capital payment Director or Officer
Registration of resolution and supporting documents for purchase of own shares for the purposes of or pursuant to an employees' share scheme
Unlimited fine- Fail to file required documents for employee share scheme Director or Officer
Treasury shares: notice of cancellation
Fine up to £1,000- Fail to file treasury share cancellation notice Director or Officer
Registration of allotment of debentures
Fine up to £1,000- Fail to register allotment of debentures on time Director or Officer
Register of debenture holders: response to request for inspection or copy
- Respond to requests to inspect the register of debenture holders Trader
Register of debenture holders: offences in connection with request for or disclosure of information
2 years imprisonment- Make false request for debenture register info or disclose it improperly Any Person
Prohibition of public offers by private company
Unlimited fine- Do not offer shares or debentures to the public as a private company Trader
Procedure on transfer being lodged
Fine up to £1,000- Fail to register or refuse share transfer within 2 months Director or Officer
Duty of company as to issue of certificates on surrender of share warrant
Unlimited fine- Issue share certificates when a share warrant is surrendered Trader
Duty to find out about persons with significant control
- Identify people with significant control over your business Trader
Duty to supply information Duty to notify company on becoming PSC
Unlimited fine- Notify the company if you become a Person with Significant Control (PSC) Responsible Person
Duty to notify company of ceasing to be a PSC
- Notify the company if you are no longer a Person with Significant Control Any Person
Duty to notify registrar of unconfirmed persons with significant control
Unlimited fine- Notify Companies House of a potential Person with Significant Control Trader
Duty to notify registrar when person ceases to have significant control
- Notify Companies House when a person stops having significant control Trader
Persons with significant control: offence of failure to notify
Fine up to £1,000- Fail to notify persons with significant control Director or Officer
Information as to whether information has been delivered
Fine up to £1,000- Fail to confirm delivery of required information to Companies House Director or Officer
Registrable persons: duty to maintain verified identity status
- Maintain your verified identity status with Companies House Responsible Person
Registrable relevant legal entities: duty to maintain registered officer whose identity is verified
Unlimited fine- Maintain a verified registered officer for your entity Trader
Offence of failing to comply with sections 790LM to 790LR
Unlimited fine- Fail to comply with sections 790LM‑790LR Any Person
Duty to keep register
Unlimited fine- Keep a register of people with significant control (PSC register) Trader
Distributions to be made only out of profits available for the purpose
Unlimited fine- Pay dividends only out of accumulated realised profits Trader
Duty to notify a change in registered office
- Update your registered office address when filing a confirmation statement Trader
Failure to deliver confirmation statement
Unlimited fine- Fail to file confirmation statement on time Director or Officer
Charges existing on property acquired
Unlimited fine- Fail to register charge on acquired property Director or Officer
Companies to keep copies of instruments creating charges
Unlimited fine- Keep copies of all company charge documents available for inspection Trader
Instruments creating charges and register of charges to be available for inspection
Fine up to £1,000- Fail to make charge documents available for inspection Director or Officer
Copies of instruments creating charges to be kept by company
- Keep copies of loan and mortgage documents for inspection Trader
Company's register of charges
Unlimited fine- Omit required entry in company's register of charges Director or Officer
Duty of directors and trustees to provide information
Fine up to £1,000- Fail to give required notice to the company Director or Officer
Pension schemes
- Notify pension authorities of proposed debt restructuring or arrangements Trader
Powers of court to facilitate reconstruction or amalgamation
Fine up to £1,000- Fail to send court order to registrar within 7 days Director or Officer
Obligations of company with respect to articles etc
Fine up to £1,000- Fail to file amended articles with Companies House after court order Director or Officer
Relationship of this Part to Parts 26 and 26A
Other duties (1) — Crown / regulator
- Courts must only approve mergers or divisions that meet specific requirements Tribunal / Court
Approval of members of merging companies
- Obtain member approval for a company merger Director or Officer
Report on material changes of assets of merging companies
- Report material changes in assets or liabilities during a merger Director or Officer
Approval of articles of new transferee company (merger)
- Obtain approval for a new company's articles during a merger Director or Officer
Publication of draft terms by registrar (division)
- Submit draft division terms to Companies House Director or Officer
Directors' explanatory report (division)
- Prepare a directors' explanatory report for a company division Director or Officer
Offence of disclosure in contravention of section 948
2 years imprisonment- Disclose protected information unlawfully Any Person
Hearings and appeals
Other duties (1) — Crown / regulator
- The Panel must provide a review and appeal process for takeover decisions Statutory regulator
Annual reports
Other duties (1) — Crown / regulator
- The Panel on Takeovers and Mergers must publish an annual report Statutory regulator
Further provision about notices given under section 979
2 years imprisonment- Fail to send required notice or make false declaration under s.979 Any Person
Applications to the court
- Notify shareholders and original recipients of court applications Director or Officer
Copy of order affecting company's constitution to be delivered to registrar
Fine up to £1,000- Fail to deliver court order altering constitution to registrar Director or Officer
Browse 355 other sections — procedural / definitional / commencement
The Companies Acts
Limited and unlimited companies
Private and public companies
Companies limited by guarantee and having share capital
Community interest companies
Registration documents
Amendment of articles
Entrenched provisions of the articles
Statement of compliance where amendment of articles restricted
Application to single member companies of enactments and rules of law
Execution of deeds
Execution of documents by companies
Official seal for use abroad
Other sensitive words or expressions
Public limited companies
Private limited companies
Exemption from requirement as to use of “limited”
Inappropriate use of indications of company type or legal form
Name not to be the same as another in the index
Appeal from adjudicator's decision
Change of name: registration and issue of new certificate of incorporation
Minor variations in form of name to be left out of account
Change of address of registered office
Requirements as to net assets
Recent allotment of shares for non-cash consideration
Application and accompanying documents
Power to strike off company not carrying on business or in operation
Striking off on application by company
Meaning of “creditor”
Application for administrative restoration to the register
Application to be accompanied by statement of compliance
Effect of administrative restoration
Effect of restoration to the register where property has vested as bona vacantia
Resignation, removal and replacement of inspectors
Companies authorised to register under this Act
Definition of “joint stock company”
Registration under alternative name
Registered addresses of an overseas company
Identity verification of directors
Company charges
Disclosure of individual's residential address: protection from disclosure
Registrar to whom returns, notices etc to be delivered
Scheme of this Part
Fees payable to registrar
Registrar's requirements as to form, authentication and manner of delivery
Power to require delivery by electronic means
Requirements for proper delivery
Documents containing unnecessary material
Enhanced disclosure documents
Effect of failure to give public notice
Duty to notify directors
Allocation of unique identifiers
Records relating to companies that have been dissolved etc
Recording of optional information on register
Inspection of the register
Right to copy of material on the register
Protection of date of birth information
Required particulars available for public inspection for limited period
Re-registration of public company as private and unlimited
Form and manner in which copies to be provided
Certification of copies as accurate
Issue of process for production of records kept by the registrar
Removal of material from the register
Power of court to make consequential orders following removal
Powers of court on ordering removal of material from the register
Meaning of “authorised corporate service provider”
The required information about an applicant
Application and accompanying documents
Documents relating to Welsh companies
Transliteration of names and addresses: permitted characters
Transliteration of names and addresses: voluntary transliteration into Roman characters
Registrar's requirements as to certification or verification
Enforcement of company's filing obligations
Supplementary provisions relating to electronic communications
Payments into the Consolidated Fund
Meaning of “daily default fine”
Consents required for certain prosecutions
Summary proceedings: venue
Required information about members: individuals
Failure to comply with section 113D, 113E or 113F
Basic false statement offences in connection with sections 113D to 113F
Proceedings against unincorporated bodies
Production and inspection of documents where offence suspected
Meaning of “company records”
Valuation by qualified independent person
Meaning of “UK-registered company”
Parent and subsidiary undertakings
“Non-cash asset”
Meaning of “prescribed”
Hard copy and electronic form and related expressions
Dormant companies
The former Companies Acts
Power of Secretary of State to bring civil proceedings on company's behalf
Repeal of requirement that certain companies publish periodical statement
Repeal of requirement that Secretary of State prepare annual report
Access to constitutional documents of RTE and RTM companies
Exceptions based on national security etc
Disclosure required: business premises
Application of general provisions about offences
Interpretation
Exemption from liability for damages
Share warrants
Eligibility of individuals retaining only 1967 Act authorisation
The Secretary of State's power to call for information
The competent authority’s power to call for information
Directions: supplementary
Compliance orders
Appeals against financial penalties
Recovery of financial penalties
The Independent Supervisor's power to call for information
Meaning of “registered third country auditor” and “ UK-traded third country company ”
Matters to be notified to the Secretary of State
Compliance orders
Jurisdiction and procedure in respect of offences
Power to make provision in consequence of changes affecting accountancy bodies
Register to be evidence
Shares to which information provisions apply
Effective date of election
Extension of GB enactments relating to UK Societas
Extension of GB enactments relating to certain other forms of business organisation
Regulations and orders: negative resolution procedure
Overseas branch registers
Meaning of “enactment”
Jurisdiction of local courts
Subsidiary acting as personal representative or trustee
Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme
Protection of third parties in other cases where subsidiary acting as dealer in securities
Information rights: power to amend
Power to provide for exceptions from requirement that each director be a natural person
Existing director who is not a natural person
Disqualified person not to be appointed as director
Register of directors
Particulars of directors to be registered: individuals
Effective date of election
Effect of election on obligations under sections 162 to 167
Power to extend option to public companies
Required information about a director: corporate directors and firms
Modification of provisions in relation to charitable companies
Exceptions for minor and business transactions
Exceptions for intra-group transactions
The value of transactions and arrangements
Loans etc: civil consequences of contravention
Payment in connection with share transfer: requirement of members' approval
Transactions requiring members' approval: application of provisions to shadow directors
Directors' service contracts
Provision of insurance
Qualifying third party indemnity provision
Protected information
Disclosure under court order
Persons connected with a director
Members of a director's family
Director “connected with” a body corporate
Derivative claims
Requirement for leave and notice
Discharge of functions where office vacant or secretary unable to act
Effect of election on obligations under sections 275 and 276
Power to extend option to public companies
Required information about a secretary etc: corporate secretaries and firms
Firms all of whose partners are joint secretaries
Resolutions
Voting rights on poll or written resolution
Saving for provisions of articles as to determination of entitlement to vote
Written resolutions of private companies
Eligible members
Members' power to require circulation of written resolution
Expenses of circulation
Application not to circulate members' statement
Publication of written resolution on website
Publication of notice of meeting on website
Chairman of meeting
Right to demand a poll
Voting on a poll
Representation of corporations at meetings
Rights to appoint proxies
Chairing meetings
Sending documents relating to meetings etc in electronic form
Application to class meetings: companies without a share capital
Traded companies: expenses of circulating members' matters to be dealt with at AGM
Requirements as to website availability
Records as evidence of resolutions etc
Records of resolutions and meetings of class of members
Computation of periods of notice etc: clear day rule
Meaning of “quoted company”
Meaning of “political expenditure”
Enforcement of directors' liabilities by shareholder action
Subscription for membership of trade association
Donations not amounting to more than £5,000 in any twelve month period
Companies subject to the small companies regime
Individual accounts: applicable accounting framework
Duty to prepare group accounts
Exemption for company included in non-UK group accounts of larger group
Companies Act group accounts: subsidiary undertakings included in the consolidation
Information about related undertakings
Non-financial and sustainability information statement
Contents of non-financial and sustainability information statement
Contents of directors' report: general
Filing obligations of companies entitled to small companies exemption in relation to directors' report
Filing obligations of medium-sized companies
Filing obligations of unquoted companies
Filing obligations of quoted companies
Companies excluded from the dormant subsidiaries exemption
Dormant subsidiaries filing exemption: parent undertaking declaration of guarantee
Default in filing accounts and reports: court order
Voluntary revision of accounts etc
Secretary of State's notice in respect of accounts or reports
Accounting standards
General power to make further provision about accounts and reports
Meaning of “annual accounts” and related expressions
Meaning of “corporate governance statement” etc
Parliamentary procedure for certain regulations under this Part
Right of members to require audit
Small companies: conditions for exemption from audit
Companies excluded from small companies exemption
Subsidiary companies: conditions for exemption from audit
Companies excluded from the subsidiary companies audit exemption
Subsidiary companies audit exemption: parent undertaking declaration of guarantee
Scottish public sector companies: audit by Auditor General for Scotland
General power of amendment by regulations
Appointment of auditors of private company: additional requirements for public interest entities with audit committees
Maximum engagement period: transitional arrangements
Appointment of auditors of public company: additional requirements for public interest entities with audit committees
Appointment of auditors of public company: additional requirements for public interest entities without audit committees
Maximum engagement period: transitional arrangements
Disclosure of terms of audit appointment
Auditor's general right to information
Auditor's rights in relation to resolutions and meetings
Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland
Resolution removing auditor from office
Public interest companies: application to court to remove auditor from office
Failure to re-appoint auditor: special procedure required for written resolution
Failure to re-appoint auditor: special notice required for resolution at general meeting
Meaning of “public interest company”, “non-public interest company” and “exempt reasons”
Meaning of “appropriate audit authority” ...
Meaning of “quoted company”
Terms of liability limitation agreement
Minor definitions
Nature of shares
Transferability of shares
Companies having a share capital
Issued and allotted share capital
Equity share capital
Power of directors to allot shares etc: private company with only one class of shares
Permitted commission
Provisions about allotment not applicable to shares taken on formation
Existing shareholders' right of pre-emption
Communication of pre-emption offers to shareholders
Exception to pre-emption right: issue for non-cash consideration
Disapplication of pre-emption rights by special resolution
Disapplication of pre-emption rights: sale of treasury shares
References to holder of shares in relation to offer
Provisions about pre-emption not applicable to shares taken on formation
Public companies: effect of irregular allotment where issue not fully subscribed
Meaning of payment in cash
Exception to valuation requirement: arrangement with another company
Exception to valuation requirement: merger or division
Power of court to grant relief
Group reconstruction relief
Merger relief
Merger relief: meaning of 90% equity holding
Alteration of share capital of limited company
Sub-division or consolidation of shares
Calculation of new nominal values
Redenomination reserve
Right to object to variation: companies without a share capital
Creditors entitled to object to reduction
Liability of members following reduction of capital
Treatment of reserve arising from reduction of capital
Effect of failure to re-register
Interests to be disregarded in determining whether company has beneficial interest
Application of provisions to directors
Meaning of “financial assistance”
Assistance by public company for acquisition of shares in its private holding company
Unconditional exceptions
Definitions for this Chapter
Power of limited company to purchase own shares
Authority for purchase of own shares
Resolution authorising off-market purchase: disclosure of details of contract
No assignment of company's right to purchase own shares
Application to court to cancel resolution
Time when payment out of capital to be made or shares to be surrendered
Treasury shares: cancellation
Accounting consequences of payment out of capital
Meaning of “distributable profits”
Perpetual debentures
Debentures to bearer (Scotland)
Register of debenture holders: right to inspect and require copy
Power to re-issue redeemed debentures
Certification of instrument of transfer
Issue of certificates etc: cases within the Stock Transfer Act 1982
Power to make regulations
Provision that may be included in regulations
Overview
Company's duty to keep information up-to-date Company’s duty to find out about changes in PSC information
Required particulars: power to amend
Initial identity verification: registrable relevant legal entities
Registrable relevant legal entities: change of registered relevant officer
Effective date of election
Shares to which this Part applies
Notice requiring information: order imposing restrictions on shares
Consequences of order imposing restrictions
Power of members to require company to act
Rights to inspect and require copy of entries
Interest in shares: general
Interest in shares: right to subscribe for shares
Extent of obligation in case of share acquisition agreement
Reckoning of periods for fulfilling obligations
Meaning of “distribution”
Distributions by investment companies out of accumulated revenue profits
Investment company: condition as to holdings in other companies
Successive distributions etc by reference to the same accounts
Determination of profit or loss in respect of asset where records incomplete
Treatment of development costs
Treatment of certain older profits or losses
Application of rules of law restricting distributions
Saving for other restrictions on distributions
Duty to deliver confirmation statements
Duty to deliver statement of capital
Duty to notify trading status of shares
Charge in series of debentures
Consequence of failure to deliver charges
Additional registration requirement for commission etc in relation to debentures
Entries of satisfaction and release
Charges which have to be registered: supplementary
Charge in series of debentures
Charges on property outside United Kingdom
The period allowed for registration
Charges void unless registered
Court sanction for compromise or arrangement
Power to exclude companies providing financial services, etc
Court order for holding of meeting
Sanction for compromise or arrangement where one or more classes dissent
Power to amend Act
Application of this Part
Inspection of documents (merger)
Agreement to dispense with reports etc (merger)
Publication of documents on company website (division)
Approval of articles of new transferee company (division)
Agreement to dispense with reports etc (division)
Experts and valuers: independence requirement
Liability of transferee companies for each other's defaults
Meaning of “liabilities” and “property”
Further provisions about rules
Rulings
Power to require documents and information
Recovery of fees, charges or levy
Power to extend to Isle of Man and Channel Islands
Opting in and opting out
Transitory provision
Shares to which an offer relates
Right of offeror to buy out minority shareholder
Right of minority shareholder to be bought out by offeror
Effect of requirement under section 983
Interpretation
Petition by company member
Petition by Secretary of State
Official guidance
Authoritative sources published by regulators or government explaining this legislation.
- Tax on dividends (opens in a new tab) Detailed Guidance
- Corporation Tax rates (opens in a new tab) Detailed Guidance
- Self-employed National Insurance rates (opens in a new tab) Detailed Guidance
- VAT thresholds (GOV.UK) (opens in a new tab) Detailed Guidance
- Income tax rates (GOV.UK) (opens in a new tab) Detailed Guidance
- Set up a limited company (GOV.UK) (opens in a new tab) Detailed Guidance
- Become a sole trader (opens in a new tab) Detailed Guidance
- GOV.UK - Full accounts (opens in a new tab) Detailed Guidance
- GOV.UK - Abridged accounts (opens in a new tab) Detailed Guidance
- GOV.UK - Micro-entity accounts (opens in a new tab) Detailed Guidance
- ... and 42 more
Enforcement and responsible bodies
The regulators that administer or enforce this legislation.
Companies House
PrimaryRegistration and regulation of UK companies. Maintains the public register of companies, enforces filing requirements for annual accounts and confirmation statements. Gateway …
Financial Reporting Council
Regulates auditors, accountants, and actuaries. Sets UK Corporate Governance Code and Stewardship Code. Monitors corporate reporting and audit quality. Planned to become …
The Insolvency Service
Administers compulsory company liquidations and personal bankruptcies. Investigates director misconduct and can seek disqualification orders. Manages redundancy payments from the National Insurance …
Panel on Takeovers and Mergers
Regulates takeovers and mergers involving public companies and some private companies in the UK. Issues the Takeover Code. Ensures shareholders are treated …
Office of the Regulator of Community Interest Companies
Regulates Community Interest Companies, a special type of limited company for social enterprises that use profits for community benefit. Approves CIC registration …
Office for Students
Independent regulator for higher education in England. Registers and monitors higher education providers. Ensures students receive quality education and value for money.
Connected legislation
4 statutory instruments
These instruments amend, apply, or refer to this Act. They may not all create direct business obligations.
Secondary legislation (4)
- The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 2018
- Companies (Disclosure of Address) Regulations 2009 2009
- Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 2015
- Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 2009
Explore more
Browse legislation
Find other UK business legislation with related guidance.
Regulators
Learn more about the bodies that enforce this legislation.