Electronic Company Formation, including company formation and virtual office services, london mailing address, Register your Company online and UK Startup GuideReal Estate Holding Company Bylaws, Incorporate today with one of the largest incorporation services companies, same day incorporation VAT Accounts PAYEincorporate a business in florida, how to set up a limited company for your new business, includes how to incorporate, types of limited company and responsibilities 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.
UK Companies Law |  Office of Public Sector Information | 
Coddan CPMEnglandSpainRussia
Companies Act
Trademark Law Patent Law Copyright Law Licensing Intellectual Property Audits and Agreements Franchise Law
Part X. Miscellaneous and General Provisions



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
Coddan Pracrice Groups
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).

Companies Act 1985
1989 c. 40 - continued
back to previous page
 

Part X
 
Miscellaneous and General Provisions
 
Miscellaneous

Summary proceedings in Scotland for offences in connection with disqualification of directors.

        208.    In section 21 of the [1986 c .46.] Company Directors Disqualification Act 1986 (application of provisions of the [1986 c. 45.] Insolvency Act 1986), after subsection (3) add—
     "(4)  For the purposes of summary proceedings in Scotland, section 431 of that Act applies to summary proceedings for an offence under section 11 or 13 of this Act as it applies to summary proceedings for an offence under Parts I to VII of that Act." .

Prosecutions in connection with insider dealing.

        209.    In section 8 of the [1985 c. 8.] Company Securities (Insider Dealing) Act 1985 (punishment of contraventions), in subsection (2) (institution of proceedings in England and Wales), for "by the Secretary of State or by, or with the consent of, the Director of Public Prosecutions" substitute "by, or with the consent of, the Secretary of State or the Director of Public Prosecutions".

Restriction of duty to supply statements of premium income.

        210.—(1)  Schedule 3 to the [1975 c. 75.] Policyholders Protection Act 1975 (provisions with respect to levies on authorised insurance companies) is amended as follows.

    (2)  For paragraph 4 (statements of premium income to be sent to Secretary of State) substitute—
    "4.—(1)  The Secretary of State may by notice in writing require an authorised insurance company to send him a statement of—
    (a)  any income of the company for the year preceding that in which the notice is received by the company which is income liable to the general business levy, and
    (b)  any income of the company for that year which is income liable to the long term business levy.
    (2)  An authorised insurance company which receives a notice under this paragraph shall send the statement required by the notice to the Secretary of State within three months of receiving the notice.

    (3)  Where an authorised insurance company is required under this paragraph to send a statement to the Secretary of State in respect of income of both descriptions mentioned in sub-paragraph (1)(a) and (b) above it shall send a separate statement in respect of income of each description."
    (3)  In paragraph 5(3) (application of provisions of the [1982 c. 50.] Insurance Companies Act 1982 to failure to meet obligation imposed by paragraph 4) for "the obligation imposed on an insurance company by paragraph 4" substitute "an obligation imposed on an insurance company under paragraph 4".

    (4)  In paragraph 6 (declaration and enforcement of levies) omit sub-paragraph (4) (provision about notices).

    (5)  After paragraph 7 insert—
 
"Notices under paragraphs 4 and 6
    8.    A notice under paragraph 4 or 6 above may be sent by post, and a letter containing such a notice shall be deemed to be properly addressed if it is addressed to the insurance company to which it is sent at its last known place of business in the United Kingdom.

Building societies: miscellaneous amendments.

        211.—(1)  In section 104 of the [1986 c. 53.] Building Societies Act 1986 (power to assimilate law relating to building societies and law relating to companies), in subsection (2) (relevant provisions of that Act), omit the word "and" before paragraph (d) and after that paragraph add—
 "; and
     (e)  section 110 (provisions exempting officers and auditors from liability)." .
    (2)  In Schedule 15 to the Building Societies Act 1986 (application of companies winding-up legislation)—
    (a)  in paragraph 1(a) (provisions of [1986 c. 45.] Insolvency Act 1986 applied) for "and XII" substitute ", XII and XIII";
    (b)  in paragraph 3(2)(b) (adaptations: references to be omitted), omit ", a shadow director".
    (3)  In the [1986 c. 46.] Company Directors Disqualification Act 1986, after section 22 insert—
"Application of Act to building societies.
    22A.—(1)  This Act applies to building societies as it applies to companies.

    (2)  References in this Act to a company, or to a director or an officer of a company include, respectively, references to a building society within the meaning of the Building Societies Act 1986 or to a director or officer, within the meaning of that Act, of a building society.

    (3)  In relation to a building society the definition of "shadow director" in section 22(5) applies with the substitution of "building society" for "company".

    (4)  In the application of Schedule 1 to the directors of a building society, references to provisions of the Insolvency Act or the Companies Act include references to the corresponding provisions of the Building Societies Act 1986."
 
General

Repeals.

        212.    The enactments mentioned in Schedule 24 are repealed to the extent specified there.

Provisions extending to Northern Ireland.

        213.—(1)  The provisions of this Act extend to Northern Ireland so far as they amend, or provide for the amendment of, an enactment which so extends.

    (2)  So far as any provision of this Act amends the [1985 c. 6.] Companies Act 1985 or the [1986 c. 45.] Insolvency Act 1986, its application to companies registered or incorporated in Northern Ireland is subject to section 745(1) of the [1985 c. 6.] Companies Act 1985 or section 441(2) of the Insolvency Act 1986, as the case may be.

    (3)  In Part III (investigations and powers to obtain information), sections 82 to 91, (powers exercisable to assist overseas regulatory authorities) extend to Northern Ireland.

    (4)  Part VI (mergers and related matters) extends to Northern Ireland.

    (5)  In Part VII (financial markets and insolvency) the following provisions extend to Northern Ireland—
    (a)  sections 154 and 155 (introductory provisions and definition of "market contract"),
    (b)  section 156 and Schedule 21 (additional requirements for recognition of investment exchange or clearing house),
    (c)  sections 157, 160, 162, and 166 to 169 (provisions relating to recognised investment exchanges and clearing houses),
    (d)  sections 170 to 172 (power to extend provisions to other financial markets),
    (e)  section 184 (indemnity for certain acts), and
    (f)  sections 185 to 191 (supplementary provisions).
    (6)  Part VIII (amendments of [1986 c. 60.] Financial Services Act 1986) extends to Northern Ireland.

    (7)  Part IX (transfer of securities) extends to Northern Ireland.

Subject to any Order made after the passing of this Act by virtue of section 3(1)(a) of the [1973 c. 36.] Northern Ireland Constitution Act 1973, the transfer of securities shall not be a transferred matter for the purposes of that Act but shall for the purposes of section 3(2) be treated as specified in Schedule 3 to that Act.



    (8)  In Part X (miscellaneous and general provisions), this section and sections 214 to 216 (general provisions) extend to Northern Ireland.

    (9)  Except as mentioned above, the provisions of this Act do not extend to Northern Ireland.

Making of corresponding provision for Northern Ireland.

        214.—(1)  An Order in Council under paragraph 1(1)(b) of Schedule 1 to the [1974 c. 28.] Northern Ireland Act 1974 (legislation for Northern Ireland in the interim period) which contains a statement that it is only made for purposes corresponding to the purposes of provisions of this Act to which this section applies—
    (a)  shall not be subject to paragraph 1(4) and (5) of that Schedule (affirmative resolution of both Houses of Parliament), but
    (b)  shall be subject to annulment in pursuance of a resolution of either House of Parliament.
    (2)  The provisions of this Act to which this section applies are—
    (a)  Parts I to V, and
    (b)  Part VII, except sections 156, 157, 169 and Schedule 21.

Commencement and transitional provisions.

        215—(1)  The following provisions of this Act come into force on Royal Assent—
    (a)  in Part V (amendments of company law), section 141 (application to declare dissolution of company void);
    (b)  in Part VI (mergers)—

      (i)  sections 147 to 150, and

      (ii)  paragraphs 2 to 12, 14 to 16, 18 to 20, 22 to 25 of Schedule 20, and section 153 so far as relating to those paragraphs;
    (c)  in Part VIII (amendments of the [1986 c. 60.] Financial Services Act 1986), section 202 (offers of short-dated debentures);
    (d)  in Part X (miscellaneous and general provisions), the repeals made by Schedule 24 in sections 71, 74, 88 and 89 of, and Schedule 9 to, the [1973 c. 41.] Fair Trading Act 1973, and section 212 so far as relating to those repeals.
    (2)  The other provisions of this Act come into force on such day as the Secretary of State may appoint by order made by statutory instrument; and different days may be appointed for different provisions and different purposes.

    (3)  An order bringing into force any provision may contain such transitional provisions and savings as appear to the Secretary of State to be necessary or expedient.

    (4)  The Secretary of State may also by order under this section amend any enactment which refers to the commencement of a provision brought into force by the order so as to substitute a reference to the actual date on which it comes into force.

Short title.

        216.    This Act may be cited as the Companies Act 1989.
 
 continueprevious sectioncontents
 Home | Company Formation UK | Company Formations in Republic of Ireland | Company Registration in Northern Ireland | Incorporate in Delaware, Nevada, Florida and New York | Offshore Companies Formations| Online Scottish Companies Formations

© Crown copyright 1989Prepared 20th September 2000