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Companies Act 1989

Companies Act 1989 (c. 40)

1989 c. 40

 

List of Schedules

The Companies Act
1985 (Electronic Communications)
Order 2000

© Crown Copyright 1989

The Companies Act contained on this web site is subject to Crown Copyright protection. It may be reproduced free of charge provided that it is reproduced accurately and that the source and copyright status of the material is made evident to users.

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The text of this Internet version of the Companies Act 1989 (c. 40) has been prepared to reflect the text as it received Royal Assent. The authoritative version is the Queen's Printer copy published by The Stationery Office Limited as the Companies Act 1989 (c. 40), ISBN 0105440892.

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  Companies Act 1989 (c. 40)
 

1989 Chapter c. 40

 
ARRANGEMENT OF SECTIONS
Part I
Company Accounts
Provisions applying to companies generally
1  Introduction.
2  Accounting records.
3  A company's financial year and accounting reference periods.
4  Individual company accounts.
5  Group accounts.
6  Additional disclosure required in notes to accounts.
7  Approval and signing of accounts.
8  Directors' report.
9  Auditors' report.
10  Publication of accounts and reports.
11  Laying and delivering of accounts and reports.
12  Remedies for failure to comply with accounting requirements.
 
Exemptions and special provisions
13  Small and medium-sized companies and groups.
14  Dormant companies.
15  Public listed companies: provision of summary financial statement.
16  Private companies: election to dispense with laying of accounts and reports before general meeting.
17  Unlimited companies: exemption from requirement to deliver accounts and reports.
18  Banking and insurance companies and groups: special provisions.
 
Supplementary provisions
19  Accounting standards.
20  Power to alter accounting requirements.
21  Parent and subsidiary undertakings.
22  Other interpretation provisions.
 
Consequential amendments
23  Consequential amendments.
 
Part II
Eligibility for Appointment as Company Auditor
Eligibility for appointment
24  Introduction.
25  Eligibility for appointment.
26  Effect of appointment of partnership.
27  Ineligibility on ground of lack of independence.
28  Effect of ineligibility.
29  Power of Secretary of State to require second audit.
 
Recognition of supervisory bodies and professional qualifications
30  Supervisory bodies.
31  Meaning of "appropriate qualification".
32  Qualifying bodies and recognised professional qualifications.
33  Approval of overseas qualifications.
34  Eligibility of individuals retaining only 1967 Act authorisation.
 
Duties of recognised bodies
35  The register of auditors.
36  Information about firms to be available to public.
37  Matters to be notified to the Secretary of State.
38  Power to call for information.
39  Compliance orders.
40  Directions to comply with international obligations.
 
Offences
41  False and misleading statements.
42  Offences by bodies corporate, partnerships and unincorporated associations.
43  Time limits for prosecution of offences.
44  Jurisdiction and procedure in respect of offences.
 
Supplementary provisions
45  Fees.
46  Delegation of functions of Secretary of State.
47  Restrictive practices.
48  Exemption from liability for damages.
49  Service of notices.
50  Power to make consequential amendments.
51  Power to make provision in consequence of changes affecting accountancy bodies.
52  Meaning of "associate".
53  Minor definitions.
54  Index of defined expressions.
 
Part III
Investigations and Powers to Obtain Information
Amendments of the Companies Act 1985
55  Investigations by inspectors not leading to published report.
56  Production of documents and evidence to inspectors.
57  Duty of inspectors to report.
58  Power to bring civil proceedings on the company's behalf.
59  Expenses of investigating a company's affairs.
60  Power of Secretary of State to present winding-up petition.
61  Inspectors' reports as evidence.
62  Investigation of company ownership.
63  Secretary of State's power to require production of documents.
64  Entry and search of premises.
65  Provision for security of information obtained.
66  Punishment for destroying, mutilating, &c. company documents.
67  Punishment for furnishing false information.
68  Disclosure of information by Secretary of State or inspector.
69  Protection of banking information.
70  Investigation of oversea companies.
71  Investigation of unregistered companies.
 
Amendments of the Financial Services Act 1986
72  Investigations into collective investment schemes.
73  Investigations into affairs of persons carrying on investment business.
74  Investigations into insider dealing.
75  Restrictions on disclosure of information.
76  Entry and search of premises.
 
Amendments of other enactments
77  Amendments of the Insurance Companies Act 1982.
78  Amendment of the Insolvency Act 1986.
79  Amendment of the Company Directors Disqualification Act 1986.
80  Amendment of the Building Societies Act 1986.
81  Amendments of the Banking Act 1987.
 
Powers exercisable to assist overseas regulatory authorities
82  Request for assistance by overseas regulatory authority.
83  Power to require information, documents or other assistance.
84  Exercise of powers by officer, &c.
85  Penalty for failure to comply with requirement, &c.
86  Restrictions on disclosure of information.
87  Exceptions from restrictions on disclosure.
88  Exercise of powers in relation to Northern Ireland.
89  Prosecutions.
90  Offences by bodies corporate, partnerships and unincorporated associations.
91  Jurisdiction and procedure in respect of offences.
 
Part IV
Registration of Company Charges
Registration in the companies charges register
92  Introduction.
93  Charges requiring registration.
94  The companies charges register.
95  Delivery of particulars for registration.
96  Delivery of further particulars.
97  Effect of omissions and errors in registered particulars.
98  Memorandum charge ceasing to affect company's property.
99  Further provisions with respect to voidness of charges.
100  Additional information to be registered.
 
Copies of instruments and register to be kept by company
101  Copies of instruments and register to be kept by company.
 
Supplementary provisions
102  Power to make further provision by regulations.
103  Other supplementary provisions.
104  Interpretation, &c.
105  Charges on property of oversea company.
106  Application of provisions to unregistered companies.
107  Consequential amendments.
 
Part V
Other amendments of Company Law
A company's capacity and related matters
108  A company's capacity and the power of the directors to bind it.
109  Invalidity of certain transactions involving directors.
110  Statement of company's objects.
111  Charitable companies.
112  Charitable companies (Scotland).
 
De-regulation of private companies
113  Written resolutions of private companies.
114  Written resolutions: supplementary provisions.
115  Election by private company to dispense with certain requirements.
116  Elective resolution of private company.
117  Power to make further provision by regulations.
 
Appointment and removal of auditors and related matters
118  Introduction.
119  Appointment of auditors.
120  Rights of auditors.
121  Remuneration of auditors.
122  Removal, resignation, &c. of auditors.
123  Statement by person ceasing to hold office as auditor.
124  Auditors of trade unions and employers' associations.
 
Company records and related matters
125  Delivery of documents to the registrar.
126  Keeping and inspection of company records.
127  Supplementary provisions as to company records and related matters.
 
Miscellaneous
128  Form and articles for partnership company.
129  Membership of holding company.
130  Company contracts and execution of documents by companies.
131  Members' rights to damages, &c.
132  Financial assistance for purposes of employees' share scheme.
133  Issue of redeemable shares.
134  Disclosure of interests in shares.
135  Orders imposing restrictions on shares.
136  A company's registered office.
137  Effecting of insurance for officers and auditors of company.
138  Increase of limits on certain exemptions.
139  Annual returns.
140  Floating charges (Scotland).
141  Application to declare dissolution of company void.
142  Abolition of doctrine of deemed notice.
143  Rights of inspection and related matters.
144  "Subsidiary", "holding company" and "wholly-owned subsidiary".
145  Minor amendments.
 
Part VI
Mergers and Related Matters
146  Restriction on references where prior notice given.
147  Undertakings as alternative to merger reference.
148  Enforcement of undertakings.
149  Temporary restrictions on share dealings.
150  Obtaining control by stages.
151  False or misleading information.
152  Fees.
153  Other amendments about mergers and related matters.
 
Part VII
Financial Markets and Insolvency
Recognised investment exchanges and clearing houses
154  Introduction.
155  Market contracts.
156  Additional requirements for recognition: default rules, &c.
157  Changes in default rules.
158  Modifications of the law of insolvency.
159  Proceedings of exchange or clearing house take precedence over insolvency procedures.
160  Duty to give assistance for purposes of default proceedings.
161  Supplementary provisions as to default proceedings.
162  Duty to report on completion of default proceedings.
163  Net sum payable on completion of default proceedings.
164  Disclaimer of property, rescission of contracts.
165  Adjustment of prior transactions.
166  Powers of Secretary of State to give directions.
167  Application to determine whether default proceedings to be taken.
168  Delegation of functions to designated agency.
169  Supplementary provisions.
 
Other exchanges and clearing houses
170  Certain overseas exchanges and clearing houses.
171  Certain money market institutions.
172  Settlement arrangements provided by the Bank of England.
 
Market charges
173  Market charges.
174  Modifications of the law of insolvency.
175  Administration orders, &c.
176  Power to make provision about certain other charges.
 
Market property
177  Application of margin not affected by certain other interests.
178  Priority of floating market charge over subsequent charges.
179  Priority of market charge over unpaid vendor's lien.
180  Proceedings against market property by unsecured creditors.
181  Power to apply provisions to other cases.
 
Supplementary provisions
182  Powers of court in relation to certain proceedings begun before commencement.
183  Insolvency proceedings in other jurisdictions.
184  Indemnity for certain acts, &c.
185  Power to make further provision by regulations.
186  Supplementary provisions as to regulations.
187  Construction of references to parties to market contracts.
188  Meaning of "default rules" and related expressions.
189  Meaning of "relevant office-holder".
190  Minor definitions.
191  Index of defined expressions.
 
Part VIII
Amendments of the Financial Services Act 1986
192  Statements of principle.
193  Restriction of right to bring action for contravention of rules, regulations, &c.
194  Application of designated rules and regulations to members of self-regulating organisations.
195  Codes of practice.
196  Relations with other regulatory authorities.
197  Construction of references to incurring civil liability.
198  Offers of unlisted securities.
199  Offers of securities by private companies and old public companies.
200  Jurisdiction of High Court and Court of Session.
201  Directions to secure compliance with international obligations.
202  Offers of short-dated debentures.
203  Standard of protection for investors.
204  Costs of compliance.
205  Requirements for recognition of investment exchange.
206  Consequential amendments and delegation of functions on commencement.
 
Part IX
Transfer of Securities
207  Transfer of securities.
 
Part X
Miscellaneous and General Provisions
208  Summary proceedings in Scotland for offences in connection with disqualification of directors.
209  Prosecutions in connection with insider dealing.
210  Restriction of duty to supply statements of premium income.
211  Building societies: miscellaneous amendments.
 
General
212  Repeals.
213  Provisions extending to Northern Ireland.
214  Making of corresponding provision for Northern Ireland.
215  Commencement and transitional provisions.
216  Short title.
 
Schedule 1 Form and content of company accounts.
Schedule 2 Form and content of group accounts.
Schedule 3 Disclosure of information: related undertakings.
Part I Companies not required to prepare group accounts.
Part II Companies required to prepare group accounts.
Schedule 4 Disclosure of information: emoluments and other benefits of directors and others.
Schedule 5 Matters to be included in directors' report.
Schedule 6 Exemptions for small and medium-sized companies.
Part I Small companies.
Part II Medium-sized companies.
Part III Supplementary provisions.
Schedule 7 Special provisions for banking and insurance companies and groups.
Part I Form and content of accounts.
Part II Accounts of banking or insurance group.
Part III Additional disclosure: related undertakings.
Part IV Additional disclosure: emoluments and other benefits of directors and others.
Schedule 8 Directors' report where accounts prepared in accordance with special provisions for banking or insurance companies or groups.
Schedule 9 Parent and subsidiary undertakings: supplementary provisions.
Schedule 10 Amendments consequential on Part I.
Part I Amendments of the Companies Act 1985.
Part II Amendments of other enactments.
Schedule 11 Recognition of supervisory body.
Part I Grant and revocation of recognition.
Part II Requirements for recognition.
Schedule 12 Recognition of professional qualification.
Part I Grant and revocation of recognition.
Part II Requirements for recognition.
Schedule 13 Supplementary provisions with respect to delegation order.
Schedule 14 Supervisory and qualifying bodies: restrictive practices.
Part I Prevention of restrictive practices.
Part II Consequential exemptions from competition law.
Schedule 15 Charges on property of oversea companies.
Schedule 16 Amendments consequential on Part IV.
Schedule 17 Company contracts, seals, &c.: further provisions.
Schedule 18 "Subsidiary" and related expressions: consequential amendments and savings.
Schedule 19 Minor amendments of the Companies Act 1985.
Schedule 20 Amendments about mergers and related matters.
Schedule 21 Additional requirements for recognition.
Part I UK investment exchanges.
Part II UK clearing houses.
Part III Overseas investment exchanges and clearing houses.
Schedule 22 Financial markets and insolvency: provisions applying to pre-commencement cases.
Schedule 23 Consequential amendments of the Financial Services Act 1986.
Part I General amendments.
Part II Amendments relating to friendly societies.
Schedule 24 Repeals.
 
Companies Act 1989 - Fletcher Kennedy UK Company Formation Service