- Enforced by
- Companies House, FRC, Insolvency Service, Takeover Panel, CIC Regulator, OfS
- Status
- Amended (in force with amendments)
- Penalty ceiling
- Imprisonment 57 of 458 obligations carry an unlimited fine. 57 carry different penalties and 344 have no criminal penalty — flagged in the list below.
Does it bind you?
Business-side roles with duties under this instrument.
Plus 33 duties on the regulator, Crown ministers and public bodies — folded into the section list below.
Other Acts binding the same actors
If a role above is yours, these are the other instruments that most often bind it.
Trader — also bound by 825 other Acts
Director or Officer — also bound by 429 other Acts
Any Person — also bound by 2340 other Acts
Responsible Person — also bound by 108 other Acts
Applicant — also bound by 307 other Acts
What it requires
Sections creating concrete business duties or carrying penalties, grouped as the instrument is structured. Titles link to the source text — blue means you’re leaving for legislation.gov.uk.
General introductory provisions
0 of 6 sections shown6 other sections in this Part — procedural and definitional
Company formation
3 of 13 sections shown- File a statement of capital and initial shareholdings during incorporationTrader
- Submit a statement of compliance when registering a companyDirector or Officer
Other duties (1) — Crown / regulator
- Companies House must issue a certificate of incorporation upon registrationStatutory regulator
10 other sections in this Part — procedural and definitional
A company's constitution
8 of 22 sections shown- Have and register articles of association unless using model articlesTrader
- Send amended articles to Companies House within 15 daysTrader
- Fail to forward resolutions to Companies HouseDirector or Officer
Fine up to £1,000
- Notify Companies House when changing your company's objectsTrader
- Send constitutional documents to members on requestTrader
- Fail to give notice of constitutional change to Companies HouseDirector or Officer
Fine up to £1,000
- Fail to give notice of constitutional alteration to registrarDirector or Officer
Fine up to £1,000
- Fail to include required documents with issued articlesDirector or Officer
Fine up to £1,000
14 other sections in this Part — procedural and definitional
A company's capacity and related matters
0 of 14 sections shown14 other sections in this Part — procedural and definitional
A company's name
9 of 43 sections shown- Seek comments from specified government department for sensitive company namesApplicant
- Do not re-register your company under a previously banned nameTrader
- Fail to change company name when directed by the Secretary of StateDirector or Officer
Unlimited fine
- Fail to change company name as directedDirector or Officer
Fine up to £1,000
- Fail to change company name after direction due to misleading infoDirector or Officer
Fine up to £1,000
- Fail to change company name when directed by the Secretary of StateDirector or Officer
Fine up to £1,000
- Fail to change company name after directionDirector or Officer
Fine up to £1,000
- Notify Companies House of a change to your company nameTrader
- Notify Companies House of name change made under articlesTrader
34 other sections in this Part — procedural and definitional
A company's registered office and email address
3 of 5 sections shown- Fail to maintain an appropriate registered office addressDirector or Officer
Unlimited fine
- Notify Companies House of special resolution to change Welsh company designationTrader
- Maintain a registered email address that is appropriateTrader
2 other sections in this Part — procedural and definitional
Re-registration as a means of altering a company's status
9 of 23 sections shown- Meet share capital requirements before re-registering as a public companyTrader
- Submit application to re-register as a public company with required documentsTrader
Other duties (1) — Crown / regulator
- Minority shareholders can apply to court to cancel re-registrationTribunal / Court
- Notify Companies House of court application to cancel a resolution and file the court orderTrader
Other duties (1) — Crown / regulator
- Companies House must issue a new certificate upon re-registrationStatutory regulator
Other duties (1) — Crown / regulator
- Companies House must issue a new certificate upon re-registrationStatutory regulator
- File a statement of capital within 15 days of re-registrationTrader
- File re-registration application, member consent and amended articlesTrader
Other duties (1) — Crown / regulator
- Companies House must issue a new certificate on re-registrationStatutory regulator
14 other sections in this Part — procedural and definitional
A company's members
14 of 58 sections shown- Keep a register of members with required detailsTrader
- Provide your details to the company when you become a shareholderTrader
- Keep an index of members if you have more than 50Trader
- Keep register of members available for inspection and notify Companies House of its locationTrader
- Keep an index of members if your company has more than 50 membersTrader
- Respond to requests for the register of membersTrader
- Mislead request for or improperly disclose members’ register informationAny Person
- Misuse of shareholder register information or make false requestAny Person
- Inform inspectors of the state of the register and indexTrader
- Fail to record single‑member status in registerDirector or Officer
Fine up to £1,000
- Enter company in register of members when holding treasury sharesTrader
- Restore member information to your internal registerTrader
Unlimited fine
- Notify Companies House when opening an overseas branch registerTrader
- Keep your overseas branch register available for inspection in the UKTrader
- Notify Companies House when discontinuing an overseas branch registerTrader
44 other sections in this Part — procedural and definitional
Exercise of members' rights
1 of 9 sections shown- Act on shareholder requests signed by at least 100 personsTrader
8 other sections in this Part — procedural and definitional
A company's directors
27 of 132 sections shown- Appoint and maintain minimum number of directorsTrader
- Appoint at least one human directorTrader
- Comply with a direction to appoint required directorsTrader
- Appoint non-natural person as directorDirector or Officer
Unlimited fine
- Notify Companies House when a director changesTrader
- Notify Companies House of changes to a director's informationTrader
Fine up to £5,000
- Notify Companies House of pre-incorporation changes to proposed directorsTrader
- Act as director without verified IDDirector or Officer
- Acting as a director without an identity verificationDirector or Officer
Unlimited fine
- Send notice of removal to director and circulate their protestTrader
- Get shareholder approval for directors' long-term service contractsTrader
Unlimited fine
- Get shareholder approval for large asset deals with directorsTrader
- Obtain shareholder approval before loaning money to directorsTrader
Unlimited fine
- Obtain shareholder approval for quasi-loans to directorsTrader
- Obtain shareholder approval for loans to people connected to directorsTrader
- Get member approval for credit transactions with directorsTrader
- Get member approval for certain indirect director benefitsTrader
- Get member approval before making loss-of-office payments to directorsTrader
- Make payment approval memorandum available to shareholdersTrader
- Keep directors' service contracts available for inspection and notify Companies HouseTrader
- Allow members to inspect directors' service contracts and provide copies on requestTrader
- Record any significant contract with your sole director-memberTrader
- Disclose director indemnity provisions in the directors' reportTrader
- Fail to keep indemnity provision available for inspectionDirector or Officer
Fine up to £1,000
- Allow members to inspect and request copies of qualifying indemnity provisionsTrader
- Members must ratify director misconduct by special voteTrader
- Do not use or disclose directors' protected information except for permitted purposesTrader
- Record and keep minutes of directors' meetings for 10 yearsTrader
105 other sections in this Part — procedural and definitional
Derivative claims and proceedings by members
1 of 10 sections shown- Apply for court permission to continue a derivative claimTrader
9 other sections in this Part — procedural and definitional
Company secretaries
5 of 25 sections shown- Appoint a company secretary for your public companyTrader
- Appoint a company secretary if directed by the Secretary of StateTrader
- Notify Companies House of a change in company secretaryTrader
- Notify Companies House of changes to company secretary detailsTrader
Unlimited fine
- Notify Companies House of changes to proposed secretary before incorporationTrader
20 other sections in this Part — procedural and definitional
Resolutions and meetings
37 of 96 sections shown- Fail to circulate written resolution to eligible membersDirector or Officer
Unlimited fine
- Circulate written resolutions requested by membersTrader
- Circulate member‑proposed written resolution to every eligible member within 21 daysTrader
- Circulate members' written resolution when expenses are paidTrader
- Directors must call a general meeting when members demand itDirector or Officer
- Call a general meeting when requested by shareholdersDirector or Officer
- Reimburse members' reasonable expenses for calling a meetingTrader
- Give proper notice of general meetings to shareholdersDirector or Officer
- Give at least 14 days' notice for most general meetingsTrader
- Give notice of general meetings in hard copy, electronic form or via a websiteTrader
- Publish valid meeting notices on your websiteTrader
- Send notice of general meetings to all members and directorsTrader
- Include required information in notice of general meetingTrader
- Publish general meeting information on your company websiteTrader
- Give members notice of special-notice resolutions within required timeframesTrader
- Circulate members' statements before general meetings on requestTrader
- Fail to circulate members' statementDirector or Officer
Unlimited fine
- Answer shareholder questions at general meetingsTrader
- Include proxy rights statement in meeting noticesDirector or Officer
- Fail to issue proxy invitations to all eligible membersDirector or Officer
Fine up to £1,000
- Notify the company in writing if you revoke a proxy's authorityAny Person
- Provide electronic address for proxy documents for general meetingsTrader
- Hold annual general meeting (AGM) within required timeframeTrader
- Circulate members' resolutions for AGMs upon valid requestTrader
- Include member-requested matters in your AGM businessTrader
- Circulate members' resolutions for AGM to all membersTrader
- Fail to circulate members' matters for AGMDirector or Officer
Unlimited fine
- Publish poll results on your websiteTrader
- Appoint independent assessor for poll reports when requiredDirector or Officer
- Fail to provide information required under section 349Any Person
Unlimited fine
- Fail to publish required poll information on websiteDirector or Officer
Fine up to £1,000
- Make poll results and observer reports available on your websiteTrader
- Fail to keep statutory company recordsDirector or Officer
Fine up to £1,000
- Fail to provide access to company recordsDirector or Officer
Fine up to £1,000
- Send electronic confirmation of electronic votes to votersTrader
- Ensure company articles do not restrict voting rights and set correct voting determination timeTrader
- Confirm member's vote on request after a general meetingTrader
59 other sections in this Part — procedural and definitional
Control of political donations and expenditure
2 of 18 sections shown- Get shareholder approval before making political donations or spendingTrader
- Ensure resolution authorising political donations meets statutory form requirementsTrader
16 other sections in this Part — procedural and definitional
Accounts and reports
46 of 121 sections shown- Keep adequate accounting records for your companyTrader
- Keep accounting records accessible and retain them for 3 or 6 yearsTrader
- Directors must not approve accounts unless they give a true and fair viewDirector or Officer
- Prepare annual individual accounts for each financial yearDirector or Officer
- Choose and stick to an accounting framework for individual accountsDirector or Officer
- Prepare Companies Act individual accounts with required contentTrader
- Include specific company details in IAS individual accountsTrader
- Prepare group accounts if you are a parent companyDirector or Officer
- Prepare and format consolidated group accountsTrader
- Include all subsidiary undertakings in group accounts consolidationTrader
- Approve individual profit and loss account and disclose exemption if omittedTrader
- Disclose average employee numbers and staff costs in annual accountsTrader
- Disclose director loans, credit, and guarantees in annual accountsTrader
- Approve non-compliant annual accountsDirector or Officer
Unlimited fine
- Fail to prepare strategic reportDirector or Officer
Unlimited fine
- Include a non-financial and sustainability statement in your strategic reportTrader
- Include a section 172(1) statement in your strategic reportTrader
- Directors must approve and sign the strategic reportDirector or Officer
- Prepare a directors' report for each financial yearDirector or Officer
- Approve false statement in directors' reportDirector or Officer
- Approve and sign the directors' reportDirector or Officer
- Board must approve and sign separate corporate governance statementsDirector or Officer
- Fail to prepare directors' remuneration reportDirector or Officer
Unlimited fine
- Approve non‑compliant directors' remuneration reportDirector or Officer
Unlimited fine
- Board must approve and sign any revision to directors' remuneration policyDirector or Officer
- Send copies of annual accounts and reports to members and othersTrader
- Send out annual accounts and reports within statutory deadlinesTrader
- Include required supplementary material in summary financial reportsTrader
Unlimited fine
- Publish your section 172(1) statement on your company website for freeTrader
- Fail to comply with summary financial statement rulesAny Person
- Fail to keep quoted company annual accounts/reports on websiteDirector or Officer
Fine up to £1,000
- Fail to provide accounts and reports to member or debenture holderDirector or Officer
Fine up to £1,000
- State the signatory's name on published accounts and reportsTrader
- Accompany statutory accounts with auditor's report and publish group accounts if applicableTrader
- Publish non‑statutory accounts without required statement or with auditor’s reportDirector or Officer
Fine up to £1,000
- Put directors' remuneration report to shareholder vote at accounts meetingDirector or Officer
- File annual accounts and reports with Companies HouseDirector or Officer
- File annual accounts and auditor's report with Companies HouseDirector or Officer
- File annual accounts and reports with Companies HouseDirector or Officer
- File annual accounts and auditor's report with Companies HouseDirector or Officer
- File annual accounts, reports and corporate governance statements with Companies HouseDirector or Officer
- Parent must guarantee dormant subsidiary’s liabilities to keep filing exemptionAny Person
- Fail to file accounts and reports on timeDirector or Officer
- Fail to file annual accounts on timeDirector or Officer
Unlimited fine
- Disclose or misuse information from tax authoritiesAny Person
- Misuse or unauthorised disclosure of HMRC informationAny Person
- Disclose confidential information obtained under compulsory powersAny Person
- Ensure company reports are not false or misleadingDirector or Officer
75 other sections in this Part — procedural and definitional
Audit
32 of 85 sections shown- Deliver parent guarantee statement to Companies House for audit exemptionDirector or Officer
- Follow formal selection process when appointing auditors (PIE private companies with audit committees)Director or Officer
- Carry out selection procedure and propose auditor for appointmentDirector or Officer
- Notify the Secretary of State if auditor appointment is missedTrader
- Notify Secretary of State of defective auditor appointments within one weekTrader
- Run formal auditor selection process before appointment (PIEs with audit committees)Trader
- Directors must run a formal auditor selection process for PIEs without audit committeesDirector or Officer
- Notify Secretary of State if auditor appointment is missedTrader
- Notify Secretary of State of defective auditor appointmentTrader
- Fix the auditor's remunerationDirector or Officer
- Ensure your company's annual accounts are audited and reported onTrader
- Auditor must report on consistency and compliance of strategic and directors' reportsAny Person
- Auditor must check and report on separate corporate governance statementAny Person
- Auditors must investigate and report on company accounting recordsTrader
Unlimited fine
- Auditor must check for corporate governance statement and report if missingTrader
- Assist auditor by obtaining information from overseas subsidiariesTrader
- Provide false information to auditor or fail to comply with auditor’s requestAny Person
- Auditor must sign and date the audit reportAny Person
- Publish auditor's report without required name statementDirector or Officer
Fine up to £1,000
- Send copy of resolution to remove auditor and circulate their written representationsTrader
- Follow special procedure when changing auditors via written resolutionTrader
- Send auditor replacement resolution to outgoing auditor and proposed appointeeTrader
- Fail to convene meeting after auditor's resignation requisitionDirector or Officer
Unlimited fine
- Auditor fails to send statement when ceasing officeDirector or Officer
Unlimited fine
- Handle auditor’s departure statement within 14 daysTrader
- Send copy of auditor's statement to Companies House within deadlinesAny Person
- Fail to send audit statement when resigning as auditorAny Person
Unlimited fine
- Notify the audit authority when your auditor resigns or is removed mid-termTrader
- Publish shareholder audit concerns on website when requestedTrader
- Publish members' audit-concern statement on your company website within 3 working daysTrader
- Handle members' website publication requests for audit concerns properlyTrader
- Disclose liability limitation agreements as required by regulationsTrader
53 other sections in this Part — procedural and definitional
A company's share capital
38 of 119 sections shown- Number your shares unless they meet the exemption conditionsTrader
- Do not allot shares or grant subscription rights without shareholder authorityDirector or Officer
- Do not pay commissions or discounts using your shares or capital moneyTrader
- Register share allotments within 2 monthsTrader
- File a return of allotment and statement of capital within one month of issuing sharesTrader
- Offer new shares to existing shareholders first before allotting themTrader
- Compensate shareholders for breaches of pre-emption rightsTrader
- Return investor money if a public share offer is not fully subscribedDirector or Officer
- Do not issue shares at a discountTrader
- Do not accept work or services as payment for shares (public companies)Trader
- Do not allot shares unless at least one-quarter paid upTrader
- Do not accept long-term undertakings as payment for sharesTrader
- Get independent valuation for shares issued for non-cash assetsTrader
- Ensure non-cash share payments are independently valued and reportedTrader
- Fail to deliver copy of valuation report to Companies HouseDirector or Officer
- Fail to deliver share‑valuation report to registrarDirector or Officer
Unlimited fine
- Do not agree to buy non-cash assets from a founder without valuation and member approvalTrader
- Obtain independent valuation for non-cash asset transfers and provide reportTrader
- Appoint an independent valuer and obtain a compliant report for non-cash asset transfersTrader
- Deliver resolution and valuer’s report to Companies House within 15 daysTrader
- Transfer share premiums to a share premium accountTrader
- Only alter share capital using permitted methodsTrader
- Fail to give notice of share split or consolidationDirector or Officer
Fine up to £1,000
- Notify Companies House within one month of reconverting stock into sharesDirector or Officer
- Notify Companies House of share redenomination within one monthTrader
- Fail to give notice of capital reduction after redenominationDirector or Officer
Unlimited fine
- Transfer reduction amount to redenomination reserve when redenominating share capitalTrader
- Send court order on variation of class rights to Companies House within 15 daysTrader
- Notify Companies House of new share class name within one monthTrader
- Fail to notify Companies House of share‑rights variationDirector or Officer
Fine up to £1,000
- Fail to notify Companies House of new class of membersDirector or Officer
Fine up to £1,000
- Notify Companies House of new class member names within one monthTrader
- Notify Companies House of class rights variation within 1 monthTrader
- Make a solvency statement before reducing share capitalDirector or Officer
- File documents with Companies House within 15 days of share capital reductionTrader
Other duties (1) — Crown / regulator
- Court must settle list of creditors entitled to object to capital reductionTribunal / Court
Other duties (1) — Crown / regulator
- Court must not confirm capital reduction unless creditors are satisfiedTribunal / Court
- Register court order and statement of capital after reducing share capitalDirector or Officer
- Call a general meeting if net assets fall to half of called-up share capitalDirector or Officer
81 other sections in this Part — procedural and definitional
Acquisition by limited company of its own shares
29 of 83 sections shown- Acquire own shares unlawfullyDirector or Officer
- Cancel shares held by or for your public company within statutory time limitsTrader
- Fail to give notice of cancelled shares to Companies HouseDirector or Officer
Fine up to £1,000
- Fail to cancel shares or re‑register as private companyDirector or Officer
Fine up to £1,000
- Pay for redeemable shares on redemptionTrader
- Finance share redemption only from distributable profits or new issue proceedsTrader
- Notify Companies House of share redemption within one monthTrader
- Ensure shares are fully paid before purchase and pay on purchaseTrader
- Get shareholder approval before buying back shares for an employee share schemeTrader
- Obtain shareholder approval for off-market share buybacksTrader
- Share contract details with shareholders before vote on off-market share buybackTrader
- Get shareholder approval for changes to off-market share buyback contractsTrader
Unlimited fine
- Get shareholder approval before releasing off-market share purchase rightsTrader
- Get shareholder approval before buying back your own shares on the marketTrader
- Keep share purchase contracts available for inspectionTrader
Unlimited fine
- Payments for share purchase rights must come from distributable profitsTrader
- File return to Companies House after buying back your own sharesTrader
- Notify Companies House of share cancellation within 28 daysTrader
- Prepare directors' insolvency statement and auditor's report for capital paymentDirector or Officer
- Publish notice of proposed capital payment for share buyback and notify creditorsTrader
- Make directors' statement and auditor's report available for inspection and notify Companies HouseTrader
- Fail to file required documents for employee share schemeDirector or Officer
- Fail to register resolution and documents for employees' share scheme buybackDirector or Officer
Unlimited fine
- Notify Companies House of court application and deliver court orderTrader
- Record treasury shares in the company's register of membersTrader
- Do not exercise rights or receive distributions on treasury sharesTrader
- Do not sell treasury shares to anyone else if you receive a takeover buy-out noticeTrader
- Report treasury share disposals to Companies House within 28 daysTrader
- Fail to file treasury share cancellation noticeDirector or Officer
Fine up to £1,000
- Transfer amounts to capital redemption reserve when shares are redeemed or purchasedTrader
54 other sections in this Part — procedural and definitional
Debentures
6 of 17 sections shown- Fail to register allotment of debentures on timeDirector or Officer
Fine up to £1,000
- Keep register of debenture holders available for inspection and notify Companies House of locationTrader
- Keep register of debenture holders open for inspection and provide copies on requestTrader
- Respond to requests to inspect the register of debenture holdersTrader
- Make false request for debenture register info or disclose it improperlyAny Person
- Make false statement or improperly disclose information from debenture holders registerAny Person
- Fail to provide trust deed copy to debenture holderDirector or Officer
Fine up to £1,000
11 other sections in this Part — procedural and definitional
Private and public companies
2 of 13 sections shown- Do not offer shares or debentures to the public as a private companyTrader
Unlimited fine
- Obtain a trading certificate before doing business as a public companyTrader
11 other sections in this Part — procedural and definitional
Certification and transfer of securities
5 of 23 sections shown- Issue share or debenture certificates within 2 months of allotmentTrader
- Do not register share transfers without a proper instrumentTrader
- Fail to register or refuse share transfer within 2 monthsDirector or Officer
Fine up to £1,000
- Transfer shares when the seller asks you toTrader
- Issue share or debenture certificates within two months of transferTrader
18 other sections in this Part — procedural and definitional
Information about people with significant control
23 of 66 sections shown- Identify people with significant control over your businessTrader
- Send notice to persons with significant control within 14 daysTrader
- Ask third parties for information about a suspected person with significant controlTrader
- Send a notice to anyone who may have stopped being a PSCTrader
- Notify Companies House of PSC notice non-compliance within 14 daysTrader
- Notify Companies House when a person complies late with a PSC noticeTrader
- Notify Companies House within 14 days of issuing a restrictions noticeTrader
- Notify Companies House when you withdraw a restrictions noticeTrader
- Notify Companies House when court ends restrictions on a relevant interestTrader
- Notify the company if you become a Person with Significant Control (PSC)Responsible Person
Unlimited fine
- Notify the company if you are no longer a Person with Significant ControlAny Person
- Notify Companies House of confirmed persons with significant controlTrader
- Notify Companies House of a potential Person with Significant ControlTrader
Unlimited fine
- Notify Companies House of changes to people with significant control within 14 daysTrader
- Notify Companies House of pre-incorporation changes to proposed PSC detailsTrader
- Notify Companies House when a person stops having significant controlTrader
- Notify Companies House if a named PSC did not become one on incorporationTrader
- Notify Companies House when your company has no persons with significant controlTrader
- Fail to notify persons with significant controlDirector or Officer
Fine up to £1,000
- Fail to confirm delivery of required information to Companies HouseDirector or Officer
Fine up to £1,000
- Maintain your verified identity status with Companies HouseResponsible Person
- Maintain a verified registered officer for your entityTrader
Unlimited fine
- Fail to comply with PSC register and verification dutiesDirector or Officer
- Fail to comply with sections 790LM‑790LRAny Person
Unlimited fine
43 other sections in this Part — procedural and definitional
Information about interests in a company's shares
13 of 38 sections shown- Act on member requests to investigate share interestsTrader
- Comply with shareholder requests to investigate share interestsTrader
- Report investigation results to members and keep recordsTrader
- Refuse report inspection or fail to provide copy on requestDirector or Officer
Fine up to £1,000
- Keep a register of information about interests in company sharesTrader
- Keep your register of interests disclosed available for inspectionTrader
- Keep and maintain an index of disclosed interestsTrader
- Respond properly to requests to inspect the register of interests disclosedTrader
- Keep register of interests disclosed intact and restore wrongly deleted entriesDirector or Officer
- Remove incorrect third-party entries from the register of interestsTrader
- Update register when a party leaves a share acquisition agreementTrader
- Keep register of disclosed interests for 6 years after ceasing to be a public companyTrader
- Protect exempted company information from disclosure in investigation reportsTrader
25 other sections in this Part — procedural and definitional
Distributions
5 of 26 sections shown- Pay dividends only out of accumulated realised profitsTrader
Unlimited fine
- Check net asset condition before making distributionsTrader
- Meet conditions before distributing accumulated revenue profits as an investment companyTrader
- Prepare initial accounts that give a true and fair view for distribution decisionsTrader
- Do not use unrealised profits to pay up shares or debenturesTrader
21 other sections in this Part — procedural and definitional
Annual confirmation of accuracy of information on register
10 of 24 sections shown- File annual confirmation statement with Companies House within 14 daysTrader
- Confirm future activities are lawful when filing confirmation statementTrader
- Notify Companies House of any change in your company's main business activitiesTrader
- Update your registered office address when filing a confirmation statementTrader
- Update your registered email address when filing confirmation statementTrader
- File statement of capital with your confirmation statementTrader
- Notify Companies House of share trading status with confirmation statementTrader
- Deliver shareholder information with confirmation statementTrader
- File an exemption statement with your confirmation statementTrader
- Fail to deliver confirmation statementDirector or Officer
- Fail to file confirmation statement on timeDirector or Officer
Unlimited fine
14 other sections in this Part — procedural and definitional
Company charges
7 of 52 sections shown- Keep copies of charge instruments and make them available for inspectionTrader
- Keep charge documents available for inspection and notify Companies House of locationTrader
- Fail to register charge on acquired propertyDirector or Officer
Unlimited fine
- Keep copies of all company charge documents available for inspectionTrader
Unlimited fine
- Fail to make charge documents available for inspectionDirector or Officer
Fine up to £1,000
- Keep copies of loan and mortgage documents for inspectionTrader
- Omit required entry in company's register of chargesDirector or Officer
Unlimited fine
45 other sections in this Part — procedural and definitional
Arrangements and reconstructions: general
3 of 8 sections shown- Fail to circulate or make available statement for compromise or arrangementDirector or Officer
Unlimited fine
- File copy of court order with Companies House within 7 daysTrader
- File court order and amended articles with Companies House and include order in new articlesTrader
5 other sections in this Part — procedural and definitional
Arrangements and reconstructions: companies in financial difficulty
5 of 12 sections shown- Fail to provide explanatory statement for compromise/arrangement meetingDirector or Officer
Unlimited fine
- Fail to give required notice to the companyDirector or Officer
Fine up to £1,000
- Notify pension authorities of proposed debt restructuring or arrangementsTrader
- Fail to send court order to registrar within 7 daysDirector or Officer
Fine up to £1,000
- Fail to file amended articles with Companies House after court orderDirector or Officer
Fine up to £1,000
7 other sections in this Part — procedural and definitional
Mergers and divisions of public companies
8 of 51 sections shownOther duties (1) — Crown / regulator
- Courts must only approve mergers or divisions that meet specific requirementsTribunal / Court
- Obtain member approval for a company mergerDirector or Officer
- Prepare supplementary accounting statement for merger if recent accounts are too oldDirector or Officer
- Report material changes in assets or liabilities during a mergerDirector or Officer
- Obtain approval for a new company's articles during a mergerDirector or Officer
- Submit draft division terms to Companies HouseDirector or Officer
- Prepare a directors' explanatory report for a company divisionDirector or Officer
- Prepare supplementary accounting statement for division if annual accounts are outdatedDirector or Officer
43 other sections in this Part — procedural and definitional
Takeovers etc
9 of 51 sections shown- Disclose confidential information in breach of legal restrictionsAny Person
- Disclose protected information unlawfullyAny Person
Other duties (1) — Crown / regulator
- The Panel must provide a review and appeal process for takeover decisionsStatutory regulator
Other duties (1) — Crown / regulator
- The Panel on Takeovers and Mergers must publish an annual reportStatutory regulator
- Notify the Takeover Panel of opting-in or opting-out resolutions within 15 daysTrader
- Fail to send required notice or make false declaration under s.979Any Person
- Complete compulsory acquisition of minority shares after giving noticeAny Person
- Pay shareholder consideration into a separate interest-bearing accountTrader
- Notify non-accepting shareholders of their buy-out rights following a takeover offerAny Person
- Notify shareholders and original recipients of court applicationsDirector or Officer
42 other sections in this Part — procedural and definitional
Fraudulent trading
0 of 1 section shown1 other section in this Part — procedural and definitional
Protection of members against unfair prejudice
2 of 6 sections shown- Fail to deliver court order altering constitution to registrarDirector or Officer
Fine up to £1,000
- File amended articles with Companies House after court order alters constitutionTrader
4 other sections in this Part — procedural and definitional
Dissolution and restoration to the register
8 of 38 sections shown- Apply for voluntary striking off while insolvency proceedings pendingDirector or Officer
Unlimited fine
- Fail to give copy of striking-off application to new members/employeesDirector or Officer
Unlimited fine
- Fail to withdraw company striking-off application after trigger eventDirector or Officer
- Fail to withdraw striking‑off application when requiredDirector or Officer
Unlimited fine
- Fail to meet requirements for administrative company restorationAny Person
Unlimited fine
- Benefit from penalty exemption after administrative restorationAny Person
- Restore share capital and file statement of capital after administrative restorationTrader
- Cancel share warrants and file updated capital details on court-ordered restorationTrader
- Fail to change company name or notify registrar after restorationDirector or Officer
Unlimited fine
30 other sections in this Part — procedural and definitional
Company investigations: amendments
0 of 5 sections shown5 other sections in this Part — procedural and definitional
UK companies not formed under companies legislation
0 of 4 sections shown4 other sections in this Part — procedural and definitional
Overseas companies
1 of 18 sections shown- Register a UK representative for your overseas companyTrader
17 other sections in this Part — procedural and definitional
The registrar of companies
11 of 101 sections shownOther duties (1) — Crown / regulator
- Companies House must use an official seal to authenticate documentsStatutory regulator
Other duties (1) — Crown / regulator
- Companies House must analyze data to prevent and detect crimeStatutory regulator
Other duties (1) — Crown / regulator
- Companies House must publish notice of new certificates of incorporationStatutory regulator
Other duties (1) — Crown / regulator
- Registrar must ensure accuracy and integrity of company registersStatutory regulator
- Fail to provide information required under s.1092AAny Person
- Fail to provide documents after registrar’s noticeDirector or Officer
- Fail to resolve inconsistency in company records after registrar's noticeDirector or Officer
Unlimited fine
Other duties (1) — Crown / regulator
- Secretary of State must create rules for removing material from the registerCrown / Minister / Government department
- Use an invalid or non-compliant service addressAny Person
Fine up to £1,000
Other duties (1) — Crown / regulator
- Companies House must publish notice when removing certain documentsStatutory regulator
- Disclose HMRC information without authorisationAny Person
- Unauthorised disclosure of HMRC revenue and customs informationAny Person
- Submit false or misleading document to Companies HouseAny Person
90 other sections in this Part — procedural and definitional
Offences under the Companies Acts and financial penalties
0 of 14 sections shown14 other sections in this Part — procedural and definitional
Companies: supplementary provisions
5 of 24 sections shown- Fail to keep company records in required formDirector or Officer
Fine up to £1,000
- Fail to prevent falsification of company recordsDirector or Officer
Fine up to £1,000
- Follow prescribed methods for sending company documentsTrader
- Provide hard copy documents on request within 21 days free of chargeTrader
- Appoint a qualified independent valuer for non‑cash share considerationTrader
19 other sections in this Part — procedural and definitional
Companies: interpretation
0 of 19 sections shown19 other sections in this Part — procedural and definitional
Companies: minor amendments
0 of 7 sections shown7 other sections in this Part — procedural and definitional
Company directors: foreign disqualification etc
0 of 10 sections shown10 other sections in this Part — procedural and definitional
Business names
2 of 21 sections shown- Do not trade under the old name after being ordered to change itTrader
- Don’t use a company name that another firm was ordered to changeTrader
19 other sections in this Part — procedural and definitional
Statutory Auditors
9 of 82 sections shown- Do not act as statutory auditor if ineligible; resign and notify if you become ineligibleAny Person
- Ensure auditor independence by preventing conflicts of interestAny Person
- Resign and notify if you lose independence as statutory auditorAny Person
Other duties (1) — Crown / regulator
- Recognised supervisory bodies must notify the Secretary of State about third country auditor eligibility and suspected contraventionsStatutory regulator
Other duties (1) — Crown / regulator
- Independent Supervisor must report annually on its functionsStatutory regulator
- Stop acting as a statutory auditor if you receive a suspension noticeAny Person
- Comply with the Secretary of State's direction for a second auditTrader
- Restrict transfer of audit papers to third countriesAny Person
Unlimited fine
Other duties (1) — Crown / regulator
- Secretary of State must publish international audit agreementsCrown / Minister / Government department
73 other sections in this Part — procedural and definitional
Transparency obligations and related matters
0 of 9 sections shown9 other sections in this Part — procedural and definitional
Miscellaneous provisions
0 of 10 sections shown10 other sections in this Part — procedural and definitional
Northern Ireland
0 of 4 sections shown4 other sections in this Part — procedural and definitional
General supplementary provisions
0 of 11 sections shown11 other sections in this Part — procedural and definitional
Final provisions
0 of 3 sections shown3 other sections in this Part — procedural and definitional
Schedules
47 of 351 shown- Consider third-party rights before issuing a restrictions noticeTrader
- Withdraw restrictions notice when conditions are metTrader
- Fail to comply with a notice about people with significant controlDirector or Officer
Unlimited fine
- Fail to comply with PSC register dutiesAny Person
Unlimited fine
- Submit false or misleading information to Companies HouseDirector or Officer
Unlimited fine
- Make false statement in response to PSC noticeAny Person
Unlimited fine
- Breach of restrictions on sharesAny Person
- Issue shares in breach of restrictions noticeDirector or Officer
- Breach of share issue or director disqualification restrictionsAny Person
Unlimited fine
Other duties (1) — Crown / regulator
- Rules protecting security holders must not hinder takeover bidsStatutory regulator
- Inform employees or their representatives about a takeover bidDirector or Officer
- Prepare and publish a takeover offer document with full detailsDirector or Officer
- Set a fair acceptance period for takeover bidsAny Person
Other duties (1) — Crown / regulator
- Takeover rules must require public disclosure of bidsStatutory regulator
- Disclose takeover documents promptly to securities holders and employeesTrader
- Obtain shareholder approval before frustrating a takeover bidDirector or Officer
- Publish board opinion on takeover bid and share with employeesDirector or Officer
Other duties (1) — Crown / regulator
- Takeover Panel must make rules covering key takeover bid aspectsStatutory regulator
- Board must act in company's interest and let shareholders decide on takeover bidDirector or Officer
- Do not create false markets in securities during a takeoverAny Person
- Ensure ability to pay before announcing a takeover bidAny Person
- Do not hinder your company's affairs unreasonably during a takeover bidTrader
- Make a mandatory takeover bid when you acquire control of a companyAny Person
Other duties (1) — Crown / regulator
- Offer equitable price in mandatory takeover bids and increase if higher price paidStatutory regulator
- Offer cash as alternative in mandatory takeover bidsAny Person
- Fail to provide share interest information on requestAny Person
Unlimited fine
- Obstruct a Companies Act search warrantAny Person
Unlimited fine
- Wrongful disclosure of company investigation informationAny Person
- Destroy or falsify company documentsAny Person
Unlimited fine
- Provide false information to investigatorsAny Person
Unlimited fine
- Attempt to evade company restrictionsDirector or Officer
Unlimited fine
- Make website documents readable and retainableTrader
- Notify intended recipients when supplying documents on a websiteTrader
- Keep documents available on website for the required periodTrader
- Send hard copy documents by hand or post to the correct addressAny Person
Other duties (1) — Crown / regulator
- Recognised supervisory body must ensure statutory auditors undertake continuing educationStatutory regulator
Other duties (1) — Crown / regulator
- Supervisory body must have adequate arrangements for monitoring statutory auditsStatutory regulator
Other duties (1) — Crown / regulator
- Supervisory body must ensure fair rules with appeal rightsStatutory regulator
Other duties (1) — Crown / regulator
- Supervisory body must have effective complaint investigation arrangementsStatutory regulator
Other duties (1) — Crown / regulator
- Recognised supervisory bodies must maintain enforcement and investigation rulesStatutory regulator
Other duties (1) — Crown / regulator
- Maintain rules for audit working paper transfers to third countriesStatutory regulator
Other duties (1) — Crown / regulator
- Put adequate arrangements in place to cover audit claimsStatutory regulator
- Supervisory body must have rules allowing competent authority to apply themAny Person
Other duties (1) — Crown / regulator
- Recognised supervisory bodies must consult before changing rulesStatutory regulator
Other duties (1) — Crown / regulator
- Recognised supervisory body must set auditor qualification rulesStatutory regulator
Other duties (1) — Crown / regulator
- Recognised supervisory bodies must ensure statutory auditors are fit and properStatutory regulator
- Apply deductions for theoretical instruction towards professional experience correctlyAny Person
304 other schedules
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