Register Company in Northern Ireland, Registered in Northern Ireland for use as a General Commercial Company, Set-Up Business Northern Irishcompany incorporate offshore, Incorporation services, Limited Liability Company formation, amendments, mergers, foreign qualifications &trade name registrationsCompany Registrations Online, including company formation and virtual office services, london mailing address, Register your Company online and UK Startup Guide The Companies Act 1985. This Act regulates the manner in which limited companies are formed, carry on their business, and are wound up. The Trading Standards Service is authorised to take proceedings against companies which contravene provisions relating to company names, and the giving of proper details of the company on letter-heads etc. (i.e. full name of company, registered office address, country of registration and company registration number). The Companies Act 1985 although not imposing any obligation to consult requires employers whose average number of employees exceeds 250 to include in the directors annual report a statement describing the action that has been taken during the financial year to introduce, maintain or develop arrangements aimed at: providing employees systematically with information on matters of concern to them as employees, consulting employees or their representatives on a regular basis so that the views of employees can be taken into account in making decisions which are likely to affect their interests, achieving a common awareness on the part of all employees of the financial and economic factors affecting the performance of the company. Incorporated into the concept of a company as a trading vehicle, is that the trading entity is a separate legal entity from its shareholders and its separate legal personality protects the shareholders from personal liability. Up until the 18th century companies had not been conceived and the legal fiction which afforded protection to shareholders simply did not exist. Limitation of personal liability is therefore in the enactments by Parliament creating company law that regards avoidance of personal liability as a privilege that comes at a price.
This applies to companies capable of being wound up under that Act. Section 348(1) of the Companies Act 1985 states: Every company shall paint or affix, and keep painted or affixed its name on the outside of every office or place in which its business is carried on, in a conspicuous position and in letters easily legible. Section 349(1)(d) of the Companies Act 1985 states: Every company shall have its name mentioned in legible characters in all its bills of parcels, invoices, receipts and letters of credit. Adding the requirements of the two Acts together, it would appear that the Business Names Act notice would suffice for both Acts and possibly one only would be required if it could be clearly seen and read from both inside and outside the premises (the doorway, perhaps). The Companies Act requires the name of the company, the Business Names Act requires an address as well. Address is not defined but we would interpret it as an address sufficient for papers to be served in person. A Post Office Box Number is not considered to be suitable. Where a banking company, or a company which is the holding company of a credit institution, prepares annual accounts for a financial year, it need not comply with the provisions of Part II of Schedule 6 (loans, quasi-loans and other dealings) in relation to a transaction or arrangement of a kind mentioned in section 330, or an agreement to enter into such a transaction or arrangement, to which that banking company or (as the case may be) credit institution is a party. In sub-paragraph (1) of paragraph 3, for the words from the beginning to that banking company for - there shall be substituted the words Where a banking company, or a company which is the holding company of a credit institution, takes advantage of the provisions of paragraph 2 of this Part of this Schedule for the purposes of its annual accounts for a financial year, then, in preparing those accounts, it shall comply with the provisions of Part III of Schedule 6 (other transactions, arrangements and agreements) only in relation to a transaction, arrangement or agreement made by that banking company or (as the case may be) credit institution for. In paragraph 3(4) and (5), for the word company there shall be substituted the words body corporate.
Section 459 Companies Act 1985. If a dispute arises between shareholders, after considering the small print of the Company Articles of Association, probably the next most important legal principle for any shareholder to understand is Section 459 of the Companies Act 1985. The most relevant part of the provision states as follows: A member of a company may apply to the court for an order under this Part on the ground that the company affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of its members generally or of some part of its members added; a member is simply a shareholder. The section is, in itself, worded in a very legalistic manner and many lawyers find it difficult to understand, so what chance does the layman have? What the section seeks to do is protect minority shareholders (those with a 50% shareholding or less) in circumstances where the majority shareholders seek to act in a way which is unfairly prejudicial to their interests.
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Companies Act 1985



ARRANGEMENT OF SECTIONS

Part I. Company Accounts

Part II. Eligibility for Appointment as Company Auditor

Part III. Investigations and Powers to Obtain Information

Part IV. Registration of Company Charges

Part VI. Mergers and Related Matters

Part VII. Financial Markets and Insolvency

Part VIII. Amendments of the Financial Services Act 1986

Part IX. Transfer of Securities

Part X. Miscellaneous and General Provisions

SCHEDULE 1. Form and Content of Company Accounts

SCHEDULE 2. Form and Content of Group Accounts

SCHEDULE 3. Disclosure of Information: Related Undertakings

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

SCHEDULE 7. Special Provisions for Banking and Insurance Companies and Groups

SCHEDULE 8. Special Provisions for Banking or Insurance Companies

SCHEDULE 9. Parent and Subsidiary Undertakings: Supplementary Provisions

SCHEDULE 10. Amendments Consequential on Part I

SCHEDULE 11. Recognition of Supervisory Body

SCHEDULE 12. Recognition of Professional Qualification

SCHEDULE 13. Supplementary Provisions with Respect to Delegation Order

SCHEDULE 14. Supervisory and qualifying bodies: Restrictive practices

SCHEDULE 15. Charges on Property of Oversea Companies

SCHEDULE 16. Amendments Consequential on Part IV

SCHEDULE 17. Company Contracts, Seals

SCHEDULE 18. Subsidiary and related expressions

SCHEDULE 19. Minor amendments of the Companies Act 1985

SCHEDULE 20. Amendments about mergers and related matters

SCHEDULE 21. Additional requirements for recognition

SCHEDULE 22. Financial Markets and Insolvency

SCHEDULE 23. Consequential Amendments of the Financial Services Act 1986

SCHEDULE 24. Repeals
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Publishing Rights: Coddan CPM Core Licence (HMSO) number is C02W0007897 issued on 25 November 2005 by HMSO Licensing Division (Core Licence.pdf Licence to reproduce public sector information).

Royal ArmsCompanies Act 1985

1989 c. 40
 

© Crown Copyright 1989

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The text of this Internet version of the Act is published by the Queen's Printer of Acts of Parliament and has been prepared to reflect the text as it received Royal Assent. A print version is also available and is published by The Stationery Office Limited as the Companies Act 1989, ISBN 0105440892.

 Companies Act 1989
 

1989c. 40

 


ARRANGEMENT OF SECTIONS

Part I
Company Accounts
Introduction
1. Introduction.
 
Provisions applying to companies generally 
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 
Introduction 
24. Introduction. 
 
Eligibility for appointment 
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 
Introduction 
92. Introduction. 
 
Registration in the companies charges register 
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 of 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 
Introduction 
154. Introduction. 
 
Recognised investment exchanges and clearing houses 
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, &c.  
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-regulatingorganisations.  
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 
Miscellaneous 
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.  
 
 Schedules: 
 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.




 
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© Crown copyright 1989Prepared 20th September 2000