Business and Company Legislation 2019/2020

Sujets

• Droit et juridique
• Corporate law

Informations

• Publié par: College of Law Publishing
• Date de parution: 01 janvier 0001
• Nombre de lectures: 0
• EAN13: 9781913226084
• Langue: English
• Poids de l'ouvrage: 1 Mo

Extrait

BUSINESS AND COMPANY LEGISLATION

Published by
College of Law Publishing, Braboeuf Manor, Portsmouth Road, St Catherines, Guildford GU3 1HA
© The University of Law 2019
All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any way or by any means, including photocopying or recording, without the written permission of the copyright holder, application for which should be addressed to the publisher.
British Library Cataloging-in-Publication Data
A catalogue record for this book is available from the British Library.
Crown copyright material is licensed under the Open Government Licence v3.0.
The Takeover Code is reproduced with permission of the Takeover Panel.
ISBN 978 1 913226 00 8
Typeset by Style Photosetting Ltd, Mayfield, East Sussex
Contents
Note: The text of the legislation incorporates amendments and repeals to 6 April 2019. Repeals and omissions are indicated by an ellipsis. Prospective repeals and legislation not yet brought into force are printed in italics; legislation remaining in force but to be amended is noted to this effect.
This text is for student reference only. It should not be relied upon either as a complete or accurate statement or representation of the law nor in the formulation or provision of advice.
Company Law
Companies Act 2006
Arrangement of Sections
Text
Company Directors Disqualification Act 1986
Companies (Model Articles) Regulations 2008
Companies (Shares and Share Capital) Order 2009
Companies (Reduction of Share Capital) Order 2008
Companies (Registration) Regulations 2008
Stock Transfer Act 1963
Theft Act 1968
Register of People with Significant Control Regulations 2016
Appendix
Companies (Tables A to F) Regulations 1985
Partnership Law
Partnership Act 1890
Limited Partnerships Act 1907
Limited Liability Partnerships Act 2000
Limited Liability Partnerships Regulations 2001
Business Names and Trading Disclosures
Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014
Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015
Insolvency
Insolvency Act 1986
Insolvency Act 1986 (Prescribed Part) Order 2003
Financial Services and Securities Regulation
Financial Services and Markets Act 2000
Financial Services and Markets Act 2000 (Regulated Activities) Order 2001
Financial Services and Markets Act 2000 (Professions) (Non-Exempt Activities) Order 2001
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001
Directive 2004/109/EC
Criminal Justice Act 1993
Financial Services Act 2012
Regulation (EU) No. 596/2014
Financial Services and Markets Act 2000 (Market Abuse) Regulations 2016
Takeovers
The City Code on Takeovers and Mergers (Introduction and General Principles)
Directive 2004/25/EC
Merger Control
Enterprise Act 2002
Council Regulation (EC) No. 139/2004
Sale of Goods
Sale of Goods Act 1979
Unfair Contract Terms Act 1977
EU Legislation
Treaty on the Functioning of the European Union, arts 34, 36, 45, 49, 56, 101, 102
Commission Regulation (EU) No. 330/2010
Council Regulation (EC) No. 1/2003
Commission Notice (2014/C 291/01)
INDEX
Companies Act 2006
Arrangement of sections PART 1 GENERAL INTRODUCTORY PROVISIONS 31 --> 1 Companies 31 --> 2 The Companies Acts 31 --> 3 Limited and unlimited companies 31 --> 4 Private and public companies 32 --> 5 Companies limited by guarantee and having share capital 32 --> 6 Community interest companies 32 --> PART 2 COMPANY FORMATION 32 --> 7 Method of forming company 32 --> 8 Memorandum of association 32 --> 9 Registration documents 33 --> 10 Statement of capital and initial shareholdings 33 --> 11 Statement of guarantee 34 --> 12 Statement of proposed officers 34 --> 12 A Statement of initial significant control 34 --> 13 Statement of compliance 35 --> 14 Registration 35 --> 15 Issue of certificate of incorporation 35 --> 16 Effect of registration 35 --> PART 3 A COMPANY’S CONSTITUTION 35 --> CHAPTER 1 INTRODUCTORY 35 --> 17 A company’s constitution 35 --> CHAPTER 2 ARTICLES OF ASSOCIATION 36 --> 18 Articles of association 36 --> 19 Power of Secretary of State to prescribe model articles 36 --> 20 Default application of model articles 36 --> 21 Amendment of articles 36 --> 22 Entrenched provisions of the articles 36 --> 23 Notice to registrar of existence of restriction on amendment of articles 37 --> 24 Statement of compliance where amendment of articles restricted 37 --> 25 Effect of alteration of articles on company’s members 37 --> 26 Registrar to be sent copy of amended articles 37 --> 27 Registrar’s notice to comply in case of failure with respect to amended articles 38 --> 28 Existing companies: provisions of memorandum treated as provisions of articles 38 --> CHAPTER 3 RESOLUTIONS AND AGREEMENTS AFFECTING A COMPANY’S CONSTITUTION 38 --> 29 Resolutions and agreements affecting a company’s constitution 38 --> 30 Copies of resolutions or agreements to be forwarded to registrar 39 --> CHAPTER 4 MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS 39 --> 31 Statement of company’s objects 39 --> 32 Constitutional documents to be provided to members 39 --> 33 Effect of company’s constitution 40 --> 34 Notice to registrar where company’s constitution altered by enactment 40 --> 35 Notice to registrar where company’s constitution altered by order 41 --> 36 Documents to be incorporated in or accompany copies of articles issued by company 41 --> 37 Right to participate in profits otherwise than as member void 41 --> 38 Application to single member companies of enactments and rules of law 42 --> PART 4 A COMPANY’S CAPACITY AND RELATED MATTERS 42 --> 39 A company’s capacity 42 --> 40 Power of directors to bind the company 42 --> 41 Constitutional limitations: transactions involving directors or their associates 42 --> 42 Constitutional limitations: companies that are charities 43 --> 43 Company contracts 44 --> 44 Execution of documents 44 --> 45 Common seal 44 --> 46 Execution of deeds 44 --> 47 Execution of deeds or other documents by attorney 45 --> 48 Execution of documents by companies 45 --> 49 Official seal for use abroad 45 --> 50 Official seal for share certificates etc 45 --> 51 Pre-incorporation contracts, deeds and obligations 46 --> 52 Bills of exchange and promissory notes 46 --> PART 5 A COMPANY’S NAME 46 --> CHAPTER 1 GENERAL REQUIREMENTS 46 --> 53 Prohibited names 46 --> 54 Names suggesting connection with government or public authority 46 --> 55 Other sensitive words or expressions 46 --> 56 Duty to seek comments of government department or other specified body 47 --> 57 Permitted characters etc 47 --> CHAPTER 2 INDICATIONS OF COMPANY TYPE OR LEGAL FORM 47 --> 58 Public limited companies 47 --> 59 Private limited companies 47 --> 60 Exemption from requirement as to use of “limited” 48 --> 61 Continuation of existing exemption: companies limited by shares 48 --> 62 Continuation of existing exemption: companies limited by guarantee 48 --> 63 Exempt company: restriction on amendment of articles 49 --> 64 Power to direct change of name in case of company ceasing to be entitled to exemption 49 --> 65 Inappropriate use of indications of company type or legal form 50 --> CHAPTER 3 SIMILARITY TO OTHER NAMES 50 --> 66 Name not to be the same as another in the index 50 --> 67 Power to direct change of name in case of similarity to existing name 51 --> 68 Direction to change name: supplementary provisions 51 --> 69 Objection to company’s registered name 52 --> 70 Company names adjudicators 52 --> 71 Procedural rules 52 --> 72 Decision of adjudicator to be made available to public 53 --> 73 Order requiring name to be changed 53 --> 74 Appeal from adjudicator’s decision 54 --> CHAPTER 4 OTHER POWERS OF THE SECRETARY OF STATE 54 --> 75 Provision of misleading information etc 54 --> 76 Misleading indication of activities 54 --> CHAPTER 5 CHANGE OF NAME 55 --> 77 Change of name 55 --> 78 Change of name by special resolution 55 --> 79 Change of name by means provided for in company’s articles 55 --> 80 Change of name: registration and issue of new certificate of incorporation 55 --> 81 Change of name: effect 56 --> CHAPTER 6 TRADING DISCLOSURES 56 --> 82 Requirement to disclose company name etc 56 --> 83 Civil consequences of failure to make required disclosure 56 --> 84 Criminal consequences of failure to make required disclosures 56 --> 85 Minor variations in form of name to be left out of account 57 --> PART 6 A COMPANY’S REGISTERED OFFICE 57 --> 86 A company’s registered office 57 --> 87 Change of address of registered office 57 --> 88 Welsh companies 57 --> PART 7 RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY’S STATUS 58 --> 89 Alteration of status by re-registration 58 --> 90 Re-registration of private company as public 58 --> 91 Requirements as to share capital 58 --> 92 Requirements as to net assets 59 --> 93 Recent allotment of shares for non-cash consideration 60 --> 94 Application and accompanying documents 61 --> 95 Statement of proposed secretary 61 --> 96 Issue of certificate of incorporation on re-registration 61 --> 97 Re-registration of public company as private limited company 62 --> 98 Application to court to cancel resolution 62 --> 99 Notice to registrar of court application or order 63 --> 100 Application and accompanying documents 63 --> 101 Issue of certificate of incorporation on re-registration 63 --> 102 Re-registration of private limited company as unlimited 63 --> 103 Application and accompanying documents 64 --> 104 Issue of certificate of incorporation on re-registration 64 --> 105 Re-registration of unlimited company as limited 65 --> 106 Application and accompanying documents 65 --> 107 Issue of certificate of incorporation on re-registration 65 -->