THE COMPANIES ACT 2001 (Act No. 4. 3. Companies Act, 2011 Arrangement of Sections. 22. The Companies Act 71 of 2008 aims: to provide for the incorporation, registration, organisation and management of companies, the capitalisation of profit companies, and the registration of offices of foreign companies carrying on business within the Republic; Text created by the government department responsible for the subject matter of the Act to explain what the Act sets out to achieve and to make the Act accessible to readers who are not legally qualified. (1) Where the document or information is sent or supplied... Part 4 Other agreed forms of communication. (1) A recognition order in respect of a body may... 4.A recognition order made and not revoked under—. Meaning of “solvency test” 7. COMPANIES AND ALLIED MATTERS ACT ARRANGEMENT OF SECTIONS PART A Companies PART I Corporate Affairs Commission SECTION 1. Address for communications in electronic form. 1. (1) In section 1159(1)(b) the reference to the right to... Rights exercisable only in certain circumstances or temporarily incapable of exercise. 3.The Guernsey Financial Services Commission. 11. Agreement to dispense with reports etc (merger), 919.Divisions and companies involved in a division, Requirements to be complied with in case of division, 921.Publication of draft terms by registrar(division), 921A.Publication of draft terms on company website (division), 922.Approval of members of companies involved in the division, 923.Directors' explanatory report (division), 925.Supplementary accounting statement (division), 926A.Publication of documents on company website (division), 927.Report on material changes of assets of transferor company (division), 928.Approval of articles of new transferee company (division), 929.Protection of holders of securities to which special rights attached (division), 930.No allotment of shares to transferor company or its nominee (division), 931.Circumstances in which meeting of members of transferor company not required (division), 931A.Other circumstances in which meeting of members of transferor company not required (division), 932.Circumstances in which meeting of members of transferee company not required (division), 933.Agreement to dispense with reports etc (division), 933A.Certain requirements excluded where shareholders given proportional rights (division), 934.Power of court to exclude certain requirements (division), 935.Expert's report: valuation by another person, 936.Experts and valuers: independence requirement, 937.Experts and valuers: meaning of “associate”, 938.Power of court to summon meeting of members or creditors of existing transferee company, 939.Court to fix date for transfer of undertaking etc of transferor company, 940.Liability of transferee companies for each other's defaults, 940A.Disregard of website failures beyond control of company, 941.Meaning of “liabilities” and “property”, 947.Power to require documents and information, 949.Offence of disclosure in contravention of section 948, 953.Failure to comply with rules about bid documentation, 956.No action for breach of statutory duty etc, 964.Amendments to Financial Services and Markets Act 2000, 965.Power to extend to Isle of Man and Channel Islands, 967.Further provision about opting-in and opting-out resolutions, 969.Power of offeror to require general meeting to be called, 973.Power to extend to Isle of Man and Channel Islands, 975.Shares already held by the offeror etc, 976.Cases where offer treated as being on same terms, 978.Effect of impossibility etc of communicating or accepting offer, 979.Right of offeror to buy out minority shareholder, 980.Further provision about notices given under section 979, 982.Further provision about consideration held on trust under section 981(9), 983.Right of minority shareholder to be bought out by offeror, 984.Further provision about rights conferred by section 983, 985.Effect of requirement under section 983, Chapter 4 Amendments to Part 7 of the Companies Act 1985, 992.Matters to be dealt with in directors' report, Part 30 Protection of members against unfair prejudice, 997.Application of general rule-making powers, 998.Copy of order affecting company's constitution to be delivered to registrar, 999.Supplementary provisions where company's constitution altered, Part 31 Dissolution and restoration to the register, Registrar's power to strike off defunct company, 1000.Power to strike off company not carrying on business or in operation, 1001.Duty to act in case of company being wound up, 1002.Supplementary provisions as to service of communication or notice, 1003.Striking off on application by company, 1004.Circumstances in which application not to be made: activities of company, 1005.Circumstances in which application not to be made: other proceedings not concluded, 1006.Copy of application to be given to members, employees, etc, 1007.Copy of application to be given to new members, employees, etc, 1008.Copy of application: provisions as to service of documents, 1009.Circumstances in which application to be withdrawn, 1012.Property of dissolved company to be bona vacantia, 1013.Crown disclaimer of property vesting as bona vacantia, Effect of Crown disclaimer: England and Wales and Northern Ireland, 1017.Power of court to make vesting order, 1018.Protection of persons holding under a lease, 1021.Power of court to make vesting order, 1022.Protection of persons holding under a lease, 1023.Liability for rentcharge on company's land after dissolution, Administrative restoration to the register, 1024.Application for administrative restoration to the register, 1025.Requirements for administrative restoration, 1026.Application to be accompanied by statement of compliance, 1027.Registrar's decision on application for administrative restoration, 1028.Effect of administrative restoration, 1028A.Administrative restoration of company with share warrants, 1029.Application to court for restoration to the register, 1030.When application to the court may be made, 1031.Decision on application for restoration by the court, 1032.Effect of court order for restoration to the register, 1032A.Restoration by court of company with share warrants, 1034.Effect of restoration to the register where property has vested as bona vacantia, Part 32 Company investigations: amendments, 1035.Powers of Secretary of State to give directions to inspectors, 1036.Resignation, removal and replacement of inspectors, 1037.Power to obtain information from former inspectors etc, 1038.Power to require production of documents, 1039.Disqualification orders: consequential amendments, Part 33 UK companies not formed under companies legislation, Chapter 1 Companies not formed under companies legislation but authorised to register, 1040.Companies authorised to register under this Act, 1042.Power to make provision by regulations, 1045.Company contracts and execution of documents by companies, 1050.Accounts and reports: credit or financial institutions, 1055.Disclosure of individual's residential address: protection from disclosure, 1056.Requirement to identify persons authorised to accept service of documents, 1057.Registrar to whom returns, notices etc to be delivered, 1058.Duty to give notice of ceasing to have registrable presence, 1059.Application of provisions in case of relocation of branch. Act 1 Companies Act 2012. August 2018 PANIES AMENDMENT BILL 2018 INVITATION FOR THE PUBLIC TO COMMENT ON THE DRAFT C -PANIES AMENDMENT BILL I, Dr Rob Davies, Minister of Trade and Industry, hereby publish the Amendment Bill for public comment. (1) A disclosure with a view to the institution of,... 1.A disclosure for the purpose of enabling or assisting—. 3. The requirements of this paragraph are that—, (1) The requirements of this paragraph are that—. (1) This paragraph applies where the body is an unincorporated... Statutory auditors: consequential amendments, Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27). 18 OF 2011. Revised legislation carried on this site may not be fully up to date. 1. (1) The qualification must be restricted to persons who have... (1) Periods of theoretical instruction in the fields of finance,... (1) The body offering the qualification must have—. (1) “ Arrangement ” includes— (a) any scheme, agreement or... Rights exercisable only in certain circumstances etc. to provide for matters connected therewith. Types of companies to be incorporated 7. 10. 25. The Companies Act (in this Act referred to as “the Act”) is amended in section 2 by — (a) inserting in its correct alphabetical order, the following new definition — The cumulative aim of the Bill is to further improve audit quality. (1) A person holds a share “indirectly” if the person... 19.A share held by a person as nominee for another... Rights treated as held by person who controls their exercise. 17. Definitions. Section. (1) The qualification must only be open to persons who—... Requirement for theoretical instruction or professional experience, 7. 3. 3. The rules and practices of the body relating to—. 20ZA. 6. Wrongful disclosure of information to which section 449 applies. Laws and Regulations. Access essential accompanying documents and information for this legislation item from this tab. Companies Act 2016 : Practice Note No. D R A F T S T A T U T O R Y I N S T R U M E N T S 2018 No. Public companies … Proposed changes under the Bill include: 1. Short title 2. Attempted evasion of restrictions under Part 15. The Guernsey Financial Services Commission. 8. Membership of the Commission. Companies Chap. 11. 52. Short title and commencement. 17. 6.Her Majesty's Attorney General for Jersey. (1) A disclosure with a view to the institution of,... 3.A disclosure for the purpose of enabling or assisting the... 4.A disclosure for the purpose of enabling or assisting an... 6.A disclosure for the purpose of enabling or assisting an... 8.A disclosure with a view to the institution of, or... 9.A disclosure for the purpose of enabling or assisting—. Supplementary: arrangements to operate independently of third country auditor, 3. 8. Explanatory Notes were introduced in 1999 and accompany all Public Acts except Appropriation, Consolidated Fund, Finance and Consolidation Acts. Personal information etc in certified copies, 859H.Consequence of failure to deliver charges, 859J.Company holding property or undertaking as trustee, 859K.Registration of enforcement of security, 859N.Replacement of instrument or debenture, 859O.Notification of addition to or amendment of charge, 859P.Companies to keep copies of instruments creating and amending charges, 859Q.Instruments creating charges to be available for inspection, Chapter 1 Companies registered in England and Wales or in Northern Ireland, 861.Charges which have to be registered: supplementary, 862.Charges existing on property acquired, 864.Additional registration requirement for commission etc in relation to debentures, 865.Endorsement of certificate on debentures, 866.Charges created in, or over property in, jurisdictions outside the United Kingdom, 867.Charges created in, or over property in, another United Kingdom jurisdiction, 868.Northern Ireland: registration of certain charges etc. 2.The Department of Enterprise, Trade and Investment for Northern Ireland.... 6.The Commissioners for Her Majesty's Revenue and Customs. 10A. 1. 14. The Companies (Statutory Audits) Bill 2017 (the " Bill") is currently making its way through the Dáil. Production of documents and evidence on investigation. may also experience some issues with your browser, such as an alert box that a script is taking a 2. (1) A reference to the voting rights in a legal... 15.In applying this Schedule, the voting rights in a legal... Rights to appoint or remove members of the board. Act 2006 and section 62(4) and (5) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 for approval by resolution of each House of Parliament. 1. Notification of matters relevant to other EEA States, 1224.The Secretary of State's power to call for information, 1224ZA.The competent authority’s power to call for information, 1224B.Offence of disclosure in contravention of section 1224A, 1225F.Appeals against financial penalties, 1226.Auditors General: eligibility for appointment as a statutory auditor, 1227.Individuals responsible for audit work on behalf of Auditors General, 1228.Appointment of the Independent Supervisor, 1229.Supervision of Auditors General by the Independent Supervisor, 1230.Duties of Auditors General in relation to supervision arrangements, 1231.Reports by the Independent Supervisor, 1232.Matters to be notified to the Independent Supervisor, 1233.The Independent Supervisor's power to call for information, 1237.Proceedings involving the Independent Supervisor, 1238.Grants to the Independent Supervisor, 1240.Information to be made available to public, CHAPTER 4A Equivalent Third Countries and Transitional Third Countries, 1240A.Power to approve third countries as equivalent or transitional third countries, CHAPTER 4B Approved Third Country Competent Authorities, 1240B.Power to approve third country competent authorities, Chapter 5 Registered third country auditors, 1241.Meaning of “registered third country auditor” and “UK-traded non-EEA company”, 1242.Duties of registered third country auditors, 1243.Matters to be notified to the Secretary of State, 1244.The Secretary of State's power to call for information, 1246.Removal of third country auditors from the register of auditors, 1247.Grants to bodies concerned with arrangements under Schedule 12, 1248.Secretary of State's power to require second audit of a company, 1249.Supplementary provision about second audits, 1250.Misleading, false and deceptive statements, Duty of Secretary of State to report on inspections, 1251A.Duty of the Secretary of State to report on inspections, Delegation of Secretary of State's functions, 1252.Delegation of the Secretary of State's functions, 1253.Delegation of functions to an existing body, Cooperation with foreign competent authorities, 1253A.Requests to foreign competent authorities, 1253B. (3) This Act shall come into force at once, except section 456 which shall come into force on such date as the Federal Government or an authority or person authorized by it may, by notification in the official Gazette, appoint. 2. 6. (1) A person commits an offence if the person—, Specified persons, descriptions of disclosures etc for the purposes of section 948. Enforcement of duty on companies to make return to Registrar 17. Conditions for use of communications in electronic form. 9. 4. 12. 2. 6), 9.Removal of special provisions about accounts and audit of charitable companies, 10.Removal of special provisions about accounts and audit of charitable companies, 11.Removal of special provisions about accounts and audit of charitable companies, 12.Removal of special provisions about accounts and audit of charitable companies, 13.Removal of special provisions about accounts and audit of charitable companies, 14.Removal of special provisions about accounts and audit of charitable companies, 15.Removal of special provisions about accounts and audit of charitable companies, 16.Removal of special provisions about accounts and audit of charitable companies, Part 1 Grant and revocation of recognition of a supervisory body, Application for recognition of supervisory body. A constable (within the meaning of the Interpretation Act 1976... A disclosure for the purpose of enabling or assisting a... A disclosure for the purpose of enabling or assisting an... A disclosure for the purpose of enabling or assisting the... A disclosure for the purpose of enabling or assisting organs... A disclosure with a view to the institution of, or... A disclosure by the Gambling Commission to the Comptroller and... A disclosure for the purposes of enabling or assisting a... (1) A disclosure for the purpose of enabling or assisting... A disclosure for the purposes of proceedings before a tribunal... (1) A disclosure with a view to the institution of,... A disclosure for the purpose of enabling or assisting Her... A disclosure for the purpose of enabling or assisting any... A disclosure for the purpose of enabling or assisting—. BVI Business Companies Act 2004 Updated September 2020 | Consolidated Acts DOWNLOAD THE ACT HERE. The Commissioners for Her Majesty's Revenue and Customs. Meaning of “subsidiary” etc: supplementary provisions. The Whole Remuneration and allowance. All Rights Reserved, Close Corporations Act, 1984 (Act No. The Bermuda Companies Act contains a consolidated version of the Companies Act 1981, incorporating all amendments to date. 16. 7. Requests from EEA competent authorities, 1253C. 24. 8. 1. (1) Rights which are exercisable only in certain circumstances shall... Rights held by one person on behalf of another. long time to run. In section 99 (fees) after subsection (1B) insert—. 1. Tenure of office. 4. 9. 9. The most recent … 22 THE PROPOSED COMPANIES AND ALLIED MATTERS ACT 2018: WHAT’S NEW? Registers 12. 4.Her Majesty's Attorney General of the Isle of Man. 2— Objects of this Act. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run. Official copies of the laws and regulations can be obtained from the Legislative Department at minimal cost.. 32 of 2018) In exercise of the powers conferred by section 80 of the Interpretation and General Clauses Act (Chapter 2), I hereby authorize the Government Printer to print copies of the Commericial Entities (Substance Requirements) Act, 2018 (No. 5.Companies limited by guarantee and having share capital, 10.Statement of capital and initial shareholdings, 12A.Statement of initial significant control, 19.Power of Secretary of State to prescribe model articles, 23.Notice to registrar of existence of restriction on amendment of articles, 24.Statement of compliance where amendment of articles restricted, 25.Effect of alteration of articles on company's members, 26.Registrar to be sent copy of amended articles, 27.Registrar's notice to comply in case of failure with respect to amended articles, 28.Existing companies: provisions of memorandum treated as provisions of articles, Chapter 3 Resolutions and agreements affecting a company's constitution, 29.Resolutions and agreements affecting a company's constitution, 30.Copies of resolutions or agreements to be forwarded to registrar, Chapter 4 Miscellaneous and supplementary provisions, Other provisions with respect to a company's constitution, 32.Constitutional documents to be provided to members, 34.Notice to registrar where company's constitution altered by enactment, 35.Notice to registrar where company's constitution altered by order, 36.Documents to be incorporated in or accompany copies of articles issued by company, 37.Right to participate in profits otherwise than as member void, 38.Application to single member companies of enactments and rules of law, Part 4 A company's capacity and related matters, Capacity of company and power of directors to bind it, 40.Power of directors to bind the company, 41.Constitutional limitations: transactions involving directors or their associates, 42.Constitutional limitations: companies that are charities, Formalities of doing business under the law of England and Wales or Northern Ireland, 47.Execution of deeds or other documents by attorney, Formalities of doing business under the law of Scotland, 50.Official seal for share certificates etc, 51.Pre-incorporation contracts, deeds and obligations, 52.Bills of exchange and promissory notes, 54.Names suggesting connection with government or public authority, 56.Duty to seek comments of government department or other specified body, Chapter 2 Indications of company type or legal form, Required indications for limited companies, 60.Exemption from requirement as to use of “limited”, 61.Continuation of existing exemption: companies limited by shares, 62.Continuation of existing exemption: companies limited by guarantee, 63.Exempt company: restriction on amendment of articles, 64.Power to direct change of name in case of company ceasing to be entitled to exemption, Inappropriate use of indications of company type or legal form, 65.Inappropriate use of indications of company type or legal form, Similarity to other name on registrar's index, 66.Name not to be the same as another in the index, 67.Power to direct change of name in case of similarity to existing name, 68.Direction to change name: supplementary provisions, Similarity to other name in which person has goodwill, 69.Objection to company's registered name, 72.Decision of adjudicator to be made available to public, Chapter 4 Other powers of the Secretary of State, 75.Provision of misleading information etc, 79.Change of name by means provided for in company's articles, 80.Change of name: registration and issue of new certificate of incorporation, 82.Requirement to disclose company name etc, 83.Civil consequences of failure to make required disclosure, 84.Criminal consequences of failure to make required disclosures, 85.Minor variations in form of name to be left out of account, 87.Change of address of registered office, Part 7 Re-registration as a means of altering a company's status, 89.Alteration of status by re-registration, 90.Re-registration of private company as public, 93.Recent allotment of shares for non-cash consideration, 94.Application and accompanying documents, 96.Issue of certificate of incorporation on re-registration, 97.Re-registration of public company as private limited company, 98.Application to court to cancel resolution, 99.Notice to registrar of court application or order, 100.Application and accompanying documents, 101.Issue of certificate of incorporation on re-registration, Private limited company becoming unlimited, 102.Re-registration of private limited company as unlimited, 103.Application and accompanying documents, 104.Issue of certificate of incorporation on re-registration, Unlimited private company becoming limited, 105.Re-registration of unlimited company as limited, 106.Application and accompanying documents, 107.Issue of certificate of incorporation on re-registration, 108.Statement of capital required where company already has share capital, Public company becoming private and unlimited, 109.Re-registration of public company as private and unlimited, 110.Application and accompanying documents, 111.Issue of certificate of incorporation on re-registration, 112A.Alternative method of record-keeping, 114.Register to be kept available for inspection, 117.Register of members: response to request for inspection or copy, 118.Register of members: refusal of inspection or default in providing copy, 119.Register of members: offences in connection with request for or disclosure of information, 120.Information as to state of register and index, 121.Removal of entries relating to former members, 124.Company holding its own shares as treasury shares, 128.Time limit for claims arising from entry in register, CHAPTER 2A Option to keep information on central register, 128D.Effect of election on obligations under Chapter 2, 128F.Information as to state of central register, 128G.Power of court to order company to remedy default or delay, 128I.Time limits for claims arising from delivery to registrar, 128K.Power to extend option to public companies, 130.Notice of opening of overseas branch register, 132.Register or duplicate to be kept available for inspection in UK, 133.Transactions in shares registered in overseas branch register, 135.Discontinuance of overseas branch register, Chapter 4 Prohibition on subsidiary being member of its holding company, 136.Prohibition on subsidiary being a member of its holding company, 137.Shares acquired before prohibition became applicable, Subsidiary acting as personal representative or trustee, 138.Subsidiary acting as personal representative or trustee, 139.Interests to be disregarded: residual interest under pension scheme or employees' share scheme, 140.Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme, Subsidiary acting as dealer in securities, 141.Subsidiary acting as authorised dealer in securities, 142.Protection of third parties in other cases where subsidiary acting as dealer in securities, 143.Application of provisions to companies not limited by shares, 144.Application of provisions to nominees, Effect of provisions in company's articles, 145.Effect of provisions of articles as to enjoyment or exercise of members' rights, 146.Traded companies: nomination of persons to enjoy information rights, 147.Information rights: form in which copies to be provided, 148.Termination or suspension of nomination, 149.Information as to possible rights in relation to voting, Exercise of rights where shares held on behalf of others, 152.Exercise of rights where shares held on behalf of others: exercise in different ways, 153.Exercise of rights where shares held on behalf of others: members' requests, Chapter 1 Appointment and removal of directors, 155.Companies required to have at least one director who is a natural person, 156.Direction requiring company to make appointment, 157.Minimum age for appointment as director, 158.Power to provide for exceptions from minimum age requirement, 160.Appointment of directors of public company to be voted on individually, 161A.Alternative method of record-keeping, 163.Particulars of directors to be registered: individuals, 164.Particulars of directors to be registered: corporate directors and firms, 165.Register of directors' residential addresses, 166.Particulars of directors to be registered: power to make regulations, Option to keep information on the central register, 167C.Effect of election on obligations under sections 162 to 167, 167F.Power to extend option to public companies, 169.Director's right to protest against removal, 172.Duty to promote the success of the company, 173.Duty to exercise independent judgment, 174.Duty to exercise reasonable care, skill and diligence, 176.Duty not to accept benefits from third parties, 177.Duty to declare interest in proposed transaction or arrangement, 178.Civil consequences of breach of general duties, 179.Cases within more than one of the general duties, 180.Consent, approval or authorisation by members, 181.Modification of provisions in relation to charitable companies, Chapter 3 Declaration of interest in existing transaction or arrangement, 182.Declaration of interest in existing transaction or arrangement, 183.Offence of failure to declare interest, 184.Declaration made by notice in writing, 185.General notice treated as sufficient declaration, 186.Declaration of interest in case of company with sole director, 187.Declaration of interest in existing transaction by shadow director, Chapter 4 Transactions with directors requiring approval of members, 188.Directors' long-term service contracts: requirement of members' approval, 189.Directors' long-term service contracts: civil consequences of contravention, 190.Substantial property transactions: requirement of members' approval, 192.Exception for transactions with members or other group companies, 193.Exception in case of company in winding up or administration, 194.Exception for transactions on recognised investment exchange, 195.Property transactions: civil consequences of contravention, 196.Property transactions: effect of subsequent affirmation, Loans, quasi-loans and credit transactions, 197.Loans to directors: requirement of members' approval, 198.Quasi-loans to directors: requirement of members' approval, 199.Meaning of “quasi-loan” and related expressions, 200.Loans or quasi-loans to persons connected with directors: requirement of members' approval, 201.Credit transactions: requirement of members' approval, 203.Related arrangements: requirement of members' approval, 204.Exception for expenditure on company business, 205.Exception for expenditure on defending proceedings etc, 206.Exception for expenditure in connection with regulatory action or investigation, 207.Exceptions for minor and business transactions, 208.Exceptions for intra-group transactions, 209.Exceptions for money-lending companies, 210.Other relevant transactions or arrangements, 211.The value of transactions and arrangements, 212.The person for whom a transaction or arrangement is entered into, 213.Loans etc: civil consequences of contravention, 214.Loans etc: effect of subsequent affirmation, 216.Amounts taken to be payments for loss of office, 217.Payment by company: requirement of members' approval, 218.Payment in connection with transfer of undertaking etc: requirement of members' approval, 219.Payment in connection with share transfer: requirement of members' approval, 220.Exception for payments in discharge of legal obligations etc, 222.Payments made without approval: civil consequences, 223.Transactions requiring members' approval: application of provisions to shadow directors, 224.Approval by written resolution: accidental failure to send memorandum, 225.Cases where approval is required under more than one provision, 226.Requirement of consent of Charity Commission: companies that are charities, CHAPTER 4A Directors of quoted companies and traded companies: special provision, Restrictions relating to remuneration or loss of office payments, 226D.Sections 226B and 226C: supplementary, 226E.Payments made without approval: civil consequences, 226F.Relationship with requirements under Chapter 4, 228.Copy of contract or memorandum of terms to be available for inspection, 229.Right of member to inspect and request copy, 230.Directors' service contracts: application of provisions to shadow directors, Chapter 6 Contracts with sole members who are directors, 231.Contract with sole member who is also a director, Provision protecting directors from liability, 232.Provisions protecting directors from liability, 234.Qualifying third party indemnity provision, 235.Qualifying pension scheme indemnity provision, 236.Qualifying indemnity provision to be disclosed in directors' report, 237.Copy of qualifying indemnity provision to be available for inspection, 238.Right of member to inspect and request copy, Ratification of acts giving rise to liability, Chapter 8 Directors' residential addresses: protection from disclosure, 241.Protected information: restriction on use or disclosure by company, 242.Protected information: restriction on use or disclosure by registrar, 243.Permitted use or disclosure by the registrar, 245.Circumstances in which registrar may put address on the public record, 246.Putting the address on the public record, Provision for employees on cessation or transfer of business, 247.Power to make provision for employees on cessation or transfer of business, Meaning of “director” and “shadow director”, 254.Director “connected with” a body corporate, 255.Director “controlling” a body corporate, Part 11 Derivative claims and proceedings by members, Chapter 1 Derivative claims in England and Wales or Northern Ireland, 261.Application for permission to continue derivative claim, 262.Application for permission to continue claim as a derivative claim, 264.Application for permission to continue derivative claim brought by another member, Chapter 2 Derivative proceedings in Scotland, 267.Application to continue proceedings as derivative proceedings, 269.Application by member to be substituted for member pursuing derivative proceedings, 270.Private company not required to have secretary, 271.Public company required to have secretary, 272.Direction requiring public company to appoint secretary, 273.Qualifications of secretaries of public companies, Provisions applying to private companies with a secretary and to public companies, 274.Discharge of functions where office vacant or secretary unable to act, 274A.Alternative method of record-keeping, 277.Particulars of secretaries to be registered: individuals, 278.Particulars of secretaries to be registered: corporate secretaries and firms, 279.Particulars of secretaries to be registered: power to make regulations, 279C.Effect of election on obligations under sections 275 and 276, 279F.Power to extend option to public companies, Chapter 1 General provisions about resolutions, 285A.Voting rights on poll or written resolution, 287.Saving for provisions of articles as to determination of entitlement to vote, General provisions about written resolutions, 288.Written resolutions of private companies, 291.Circulation of written resolutions proposed by directors, 292.Members' power to require circulation of written resolution, 293.Circulation of written resolution proposed by members, 295.Application not to circulate members' statement, 296.Procedure for signifying agreement to written resolution, 297.Period for agreeing to written resolution, 298.Sending documents relating to written resolutions by electronic means, 299.Publication of written resolution on website, 300.Relationship between this Chapter and provisions of company's articles, General provisions about resolutions at meetings, 302.Directors' power to call general meetings, 303.Members' power to require directors to call general meeting, 304.Directors' duty to call meetings required by members, 305.Power of members to call meeting at company's expense, 307A.Notice required of general meeting: certain meetings of traded companies, 309.Publication of notice of meeting on website, 310.Persons entitled to receive notice of meetings, 311A.Traded companies: publication of information in advance of general meeting, 313.Accidental failure to give notice of resolution or meeting, 314.Members' power to require circulation of statements, 315.Company's duty to circulate members' statement, 316.Expenses of circulating members' statement, 317.Application not to circulate members' statement, 319A.Traded companies: questions at meetings, 320.Declaration by chairman on a show of hands, 322A.Voting on a poll: votes cast in advance, 323.Representation of corporations at meetings, 324A.Obligation of proxy to vote in accordance with instructions, 325.Notice of meeting to contain statement of rights, 326.Company-sponsored invitations to appoint proxies, 327.Notice required of appointment of proxy etc, 330.Notice required of termination of proxy's authority, 331.Saving for more extensive rights conferred by articles, 332.Resolution passed at adjourned meeting, 333.Sending documents relating to meetings etc in electronic form, 333A. May be revoked by a further... Part 2 requirements for recognition of a company Lodged. To operate independently of third country auditor, 3 in company W if— to it it stood when it Enacted. Period of professional experience is sold in pursuance of any EU obligation document or information available... 5... ) regulations 2018 Superseded by 2018 No enactment there will be listed when you the... With respect to a sufficient period of professional experience, 7 to withdraw notice! Eur-Lex Public statement on re-use constable ( within the meaning of the legislation item from this tab Public except!: 2018: UK Draft Statutory Instruments: the Companies Act 2006 comply notices... About interests in shares is comprised in property... References to people with significant control over company... Experience, 7 open legislation in order to view more content on screen at once is.... 3.The Financial Supervision Commission of the laws and regulations can be found in the using! 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