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COMPANY LAW BARE ACT PDF

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Updated and amended bare acts in PDF format of Companies Act and Companies Act There are also other bare acts & law articles. (d) each of them by virtue of paragraph (a), (b) or (c) has a relationship with the same company at the same time;. "agent" does not include a person's counsel. Articles. 6. Act to override memorandum, articles, etc. 7. Incorporation of company . 8. Formation of companies with charitable objects, etc. 9. any previous.


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5. Articles. 6. Act to override memorandum, articles, etc. 7. Incorporation of company. 8. Formation of companies with charitable objects, etc. 9. want to know about Company law bare act or, Corporate Laws bare act information read our blog. Factories Amendment Bill, (PDF File) · Foreign Trade. Full text containing the act, Companies Act, , with all the sections, schedules , short title, enactment date, and footnotes.

View more. There are outstanding changes not yet made by the legislation. Those changes will be listed when you open the content using the Table of Contents below. Any changes that have already been made by the team appear in the content and are referenced with annotations. Revised legislation carried on this site may not be fully up to date. Where those effects have yet to be applied to the text of the legislation by the editorial team they are also listed alongside the affected provisions when you open the content using the Table of Contents below. Introductory Text.

Notice to registrar where company's constitution altered by order. Documents to be incorporated in or accompany copies of articles issued by company. Supplementary provisions.

Companies Act 1956, 2013 PDF

Right to participate in profits otherwise than as member void. 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. A company's capacity. Power of directors to bind the company. Constitutional limitations: Formalities of doing business under the law of England and Wales or Northern Ireland. Company contracts. Execution of documents. Common seal. Execution of deeds.

Execution of deeds or other documents by attorney. Formalities of doing business under the law of Scotland. Execution of documents by companies. Other matters. Official seal for use abroad.

Official seal for share certificates etc. Pre-incorporation contracts, deeds and obligations. Bills of exchange and promissory notes. Chapter 1 General requirements. Prohibited names. Sensitive words and expressions. Names suggesting connection with government or public authority. Other sensitive words or expressions.

Duty to seek comments of government department or other specified body. Permitted characters etc. Chapter 2 Indications of company type or legal form. Required indications for limited companies. Public limited companies. Private limited companies. Continuation of existing exemption: Exempt company: 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. Chapter 3 Similarity to other names. Similarity to other name on registrar's index. Name not to be the same as another in the index. Power to direct change of name in case of similarity to existing name. Direction to change name: Similarity to other name in which person has goodwill. Objection to company's registered name. Company names adjudicators. Procedural rules. Decision of adjudicator to be made available to public.

Order requiring name to be changed. Appeal from adjudicator's decision. Chapter 4 Other powers of the Secretary of State. Provision of misleading information etc.

Misleading indication of activities. Change of name. Change of name by special resolution. Change of name by means provided for in company's articles. Change of name: Chapter 6 Trading disclosures. Requirement to disclose company name etc.

Civil consequences of failure to make required disclosure. Criminal consequences of failure to make required disclosures. Minor variations in form of name to be left out of account.

A company's registered office. Change of address of registered office. Welsh companies. Part 7 Re-registration as a means of altering a company's status. Alteration of status by re-registration. Private company becoming public. Re-registration of private company as public. Requirements as to share capital. Requirements as to net assets. Recent allotment of shares for non-cash consideration. Application and accompanying documents. Statement of proposed secretary. Issue of certificate of incorporation on re-registration.

Public company becoming private. Re-registration of public company as private limited company. Application to court to cancel resolution. Notice to registrar of court application or order.

Private limited company becoming unlimited. Re-registration of private limited company as unlimited. Unlimited private company becoming limited. Re-registration of unlimited company as limited. Statement of capital required where company already has share capital. Public company becoming private and unlimited. Re-registration of public company as private and unlimited. Chapter 1 The members of a company. The members of a company. Chapter 2 Register of members. Alternative method of record-keeping.

Register of members. Register to be kept available for inspection. Index of members. Rights to inspect and require copies. Register of members: Information as to state of register and index. Removal of entries relating to former members. Special cases. Share warrants. Single member companies. Company holding its own shares as treasury shares. Power of court to rectify register.

Trusts not to be entered on register. Register to be evidence. Time limit for claims arising from entry in register. Right to make an election. Effective date of election. Effect of election on obligations under Chapter 2. Duty to notify registrar of changes.

Information as to state of central register.

Power of court to order company to remedy default or delay. Central register to be evidence. Time limits for claims arising from delivery to registrar. Withdrawing the election. Power to extend option to public companies. Chapter 3 Overseas branch registers. Overseas branch registers. Notice of opening of overseas branch register. Keeping of overseas branch register.

Register or duplicate to be kept available for inspection in UK. Transactions in shares registered in overseas branch register. Jurisdiction of local courts. Discontinuance of overseas branch register. Chapter 4 Prohibition on subsidiary being member of its holding company. General prohibition. Prohibition on subsidiary being a member of its holding company.

Shares acquired before prohibition became applicable. Subsidiary acting as personal representative or trustee. Interests to be disregarded: Subsidiary acting as dealer in securities. Subsidiary acting as authorised dealer in securities. Protection of third parties in other cases where subsidiary acting as dealer in securities. Application of provisions to companies not limited by shares. Application of provisions to nominees.

Effect of provisions in company's articles. Effect of provisions of articles as to enjoyment or exercise of members' rights. Information rights. Traded companies: Information rights: Termination or suspension of nomination.

Information as to possible rights in relation to voting. Exercise of rights where shares held on behalf of others. Exercise of rights where shares held on behalf of others: Chapter 1 Appointment and removal of directors. Requirement to have directors. Companies required to have directors.

Companies required to have at least one director who is a natural person. Direction requiring company to make appointment. Minimum age for appointment as director. Power to provide for exceptions from minimum age requirement. Existing under-age directors. Appointment of directors of public company to be voted on individually. Validity of acts of directors. Register of directors, etc.

Register of directors. Particulars of directors to be registered: Register of directors' residential addresses. Option to keep information on the central register. Effect of election on obligations under sections to Resolution to remove director. Director's right to protest against removal. Chapter 2 General duties of directors. Scope and nature of general duties.

The general duties. Duty to act within powers. Duty to promote the success of the company. Duty to exercise independent judgment. Duty to exercise reasonable care, skill and diligence.

Duty to avoid conflicts of interest. Duty not to accept benefits from third parties. Duty to declare interest in proposed transaction or arrangement. Civil consequences of breach of general duties. Cases within more than one of the general duties. Consent, approval or authorisation by members. Modification of provisions in relation to charitable companies. Chapter 3 Declaration of interest in existing transaction or arrangement.

Declaration of interest in existing transaction or arrangement. Offence of failure to declare interest. Declaration made by notice in writing. General notice treated as sufficient declaration. Declaration of interest in case of company with sole director. Declaration of interest in existing transaction by shadow director. Chapter 4 Transactions with directors requiring approval of members. Service contracts. Directors' long-term service contracts: Substantial property transactions.

Substantial property transactions: Exception for transactions with members or other group companies. Exception in case of company in winding up or administration. Exception for transactions on recognised investment exchange. Property transactions: Loans, quasi-loans and credit transactions. Loans to directors: Quasi-loans to directors: Loans or quasi-loans to persons connected with directors: Credit transactions: Related arrangements: Exception for expenditure on company business.

Exception for expenditure on defending proceedings etc. Exception for expenditure in connection with regulatory action or investigation. Exceptions for minor and business transactions. Exceptions for intra-group transactions. Exceptions for money-lending companies. Other relevant transactions or arrangements. The value of transactions and arrangements. The person for whom a transaction or arrangement is entered into. Loans etc: Payments for loss of office.

Amounts taken to be payments for loss of office. Payment by company: Payment in connection with transfer of undertaking etc: Payment in connection with share transfer: Exception for payments in discharge of legal obligations etc. Exception for small payments. Payments made without approval: Transactions requiring members' approval: Approval by written resolution: Cases where approval is required under more than one provision. Requirement of consent of Charity Commission: Key definitions.

Restrictions relating to remuneration or loss of office payments. Remuneration payments. Loss of office payments. Sections B and C: Relationship with requirements under Chapter 4. Chapter 5 Directors' service contracts.

Directors' service contracts. Copy of contract or memorandum of terms to be available for inspection.

Right of member to inspect and request copy. Directors' service contracts: Chapter 6 Contracts with sole members who are directors. Contract with sole member who is also a director. Chapter 7 Directors' liabilities. Provision protecting directors from liability. Provisions protecting directors from liability. Provision of insurance. Qualifying third party indemnity provision.

Qualifying pension scheme indemnity provision. Qualifying indemnity provision to be disclosed in directors' report. Copy of qualifying indemnity provision to be available for inspection.

Ratification of acts giving rise to liability. Ratification of acts of directors. Chapter 8 Directors' residential addresses: Protected information. Protected information: Permitted use or disclosure by the registrar. Disclosure under court order. Circumstances in which registrar may put address on the public record. Putting the address on the public record. Chapter 9 Supplementary provisions. Provision for employees on cessation or transfer of business. Power to make provision for employees on cessation or transfer of business.

Records of meetings of directors. Minutes of directors' meetings. Minutes as evidence. Other definitions. Persons connected with a director. Members of a director's family. Associated bodies corporate. References to company's constitution. Power to increase financial limits. Transactions under foreign law. Part 11 Derivative claims and proceedings by members.

Derivative claims. Application for permission to continue derivative claim. Application for permission to continue claim as a derivative claim.

Whether permission to be given. Application for permission to continue derivative claim brought by another member. Chapter 2 Derivative proceedings in Scotland. Derivative proceedings. Requirement for leave and notice. Application to continue proceedings as derivative proceedings. Granting of leave. Application by member to be substituted for member pursuing derivative proceedings. Private companies. Private company not required to have secretary. Public companies.

Public company required to have secretary. Direction requiring public company to appoint secretary. Qualifications of secretaries of public companies. Provisions applying to private companies with a secretary and to public companies.

Discharge of functions where office vacant or secretary unable to act. Duty to keep register of secretaries. Particulars of secretaries to be registered: Effect of election on obligations under sections and Acts done by person in dual capacity. Chapter 1 General provisions about resolutions.

Ordinary resolutions. Special resolutions. Voting by proxy. Voting rights on poll or written resolution. Votes of joint holders of shares. Saving for provisions of articles as to determination of entitlement to vote. Chapter 2 Written resolutions. General provisions about written resolutions. Written resolutions of private companies. Eligible members. Circulation of written resolutions. Circulation date. Circulation of written resolutions proposed by directors.

Members' power to require circulation of written resolution.

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Circulation of written resolution proposed by members. Expenses of circulation. Application not to circulate members' statement. Agreeing to written resolutions. Procedure for signifying agreement to written resolution. Period for agreeing to written resolution. Sending documents relating to written resolutions by electronic means. Publication of written resolution on website. Relationship between this Chapter and provisions of company's articles.

Chapter 3 Resolutions at meetings. General provisions about resolutions at meetings. Resolutions at general meetings. Calling meetings. Directors' power to call general meetings. Members' power to require directors to call general meeting. Directors' duty to call meetings required by members. Power of members to call meeting at company's expense. Power of court to order meeting.

Notice of meetings. Notice required of general meeting. Notice required of general meeting: Manner in which notice to be given. Publication of notice of meeting on website. Persons entitled to receive notice of meetings. Contents of notices of meetings. Resolution requiring special notice. Accidental failure to give notice of resolution or meeting. Members' statements. Members' power to require circulation of statements.

Company's duty to circulate members' statement. Expenses of circulating members' statement. Procedure at meetings.

Quorum at meetings. Chairman of meeting. Declaration by chairman on a show of hands. Right to demand a poll. Voting on a poll. Voting on a poll: Representation of corporations at meetings. Rights to appoint proxies. Obligation of proxy to vote in accordance with instructions.

Notice of meeting to contain statement of rights. Company-sponsored invitations to appoint proxies. Notice required of appointment of proxy etc. Chairing meetings. Right of proxy to demand a poll. Notice required of termination of proxy's authority. Saving for more extensive rights conferred by articles.

Adjourned meetings. Resolution passed at adjourned meeting. Electronic communications. Sending documents relating to meetings etc in electronic form. Traded company: Application to class meetings. Application to class meetings: Chapter 4 Public companies and traded companies: Public companies and traded companies: Public companies: Website publication of poll results. Results of poll to be made available on website. Independent report on poll. Members' power to require independent report on poll.

Appointment of independent assessor. Independence requirement. Effect of appointment of a partnership. The independent assessor's report. Rights of independent assessor: Offences relating to provision of information.

Information to be made available on website. Application of provisions to class meetings. Requirements as to website availability. Power to limit or extend the types of company to which provisions of this Chapter apply. Chapter 6 Records of resolutions and meetings. Records of resolutions and meetings etc. Records as evidence of resolutions etc. Records of decisions by sole member. Inspection of records of resolutions and meetings.

Records of resolutions and meetings of class of members. Chapter 7 Supplementary provisions. Computation of periods of notice etc: Electronic meetings and voting.

Part 14 Control of political donations and expenditure. Donations and expenditure to which this Part applies. Political parties, organisations etc to which this Part applies.

Authorisation required for donations or expenditure. Form of authorising resolution. Period for which resolution has effect.

Remedies in case of unauthorised donations or expenditure. Liability of directors in case of unauthorised donation or expenditure. Enforcement of directors' liabilities by shareholder action. Enforcement of directors' liabilities by shareholder action: Costs of shareholder action.

Information for purposes of shareholder action. Trade unions. Subscription for membership of trade association. All-party parliamentary groups. Political expenditure exempted by order.

Companies Act with Rules

Minor definitions. Scheme of this Part. Companies subject to the small companies regime. Companies qualifying as small: Companies excluded from the small companies regime. Companies qualifying as micro-entities. Companies excluded from being treated as micro-entities.

Quoted and unquoted companies. Chapter 2 Accounting records. Duty to keep accounting records. Duty to keep accounting records: Where and for how long records to be kept. Where and for how long records to be kept: Chapter 3 A company's financial year. A company's financial year. Accounting reference periods and accounting reference date. Alteration of accounting reference date. Accounts to give true and fair view. Individual accounts. Duty to prepare individual accounts. Individual accounts: Companies excluded from the dormant subsidiaries exemption.

Dormant subsidiaries exemption: Companies Act individual accounts. IAS individual accounts. Option to prepare group accounts. Group accounts Duty to prepare group accounts. Exemption for company included in EEA group accounts of larger group. Exemption for company included in non-EEA group accounts of larger group. Exemption if no subsidiary undertakings need be included in the consolidation. Group accounts: Companies Act group accounts.

Companies Act group accounts: IAS group accounts. Consistency of financial reporting within group. Individual profit and loss account where group accounts prepared. Information to be given in notes to the accounts. Information about related undertakings.

Information about related undertakings: Information about off-balance sheet arrangements. Information about employee numbers and costs. Information about directors' benefits: Approval and signing of accounts. Duty to prepare strategic report. Strategic report: Contents of strategic report. Section 1 statement. Non-financial information statement. Contents of non-financial information statement.

Approval and signing of strategic report. Directors' report. Duty to prepare directors' report. Directors' report: Contents of directors' report: Approval and signing of directors' report. Approval and signing of separate corporate governance statement. Chapter 6 Quoted companies: Duty to prepare directors' remuneration report.

Contents of directors' remuneration report. Approval and signing of directors' remuneration report.

Revisions to directors' remuneration policy. Chapter 7 Publication of accounts and reports. Duty to circulate copies of accounts and reports. Duty to circulate copies of annual accounts and reports.

Time allowed for sending out copies of accounts and reports. Default in sending out copies of accounts and reports: Option to provide strategic report with supplementary material. Supplementary material. Section 1 statement: Section 1 statement to be made available on website. Form and contents of summary financial statement: Summary financial statements: Quoted companies: Right of member or debenture holder to demand copies of accounts and reports. Right of member or debenture holder to copies of accounts and reports: Requirements in connection with publication of accounts and reports.

Name of signatory to be stated in published copies of accounts and reports. Requirements in connection with publication of statutory accounts.

Requirements in connection with publication of non-statutory accounts.

Chapter 8 Public companies: Chapter 9 Quoted companies: Chapter 10 Filing of accounts and reports. Duty to file accounts and reports. Duty to file accounts and reports with the registrar. Period allowed for filing accounts. Calculation of period allowed. Filing obligations of different descriptions of company. Filing obligations of companies subject to small companies regime. 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. Unlimited companies exempt from obligation to file accounts. Dormant subsidiaries exempt from obligation to file accounts. Dormant subsidiaries filing exemption: Requirements where abbreviated accounts delivered. Special auditor's report where abbreviated accounts delivered. Approval and signing of abbreviated accounts. Failure to file accounts and reports.

Default in filing accounts and reports: Civil penalty for failure to file accounts and reports. Leave a Reply Cancel reply Your email address will not be published.

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