Do I need an attorney to incorporate? Incorporate your Business, LLC or Non Profit today, Form your Delaware, Florida or New York corporation or limited liability company LLC onlineincorporation kit, Incorporate your business online, incorporation services at affordable prices, register a business online or by phone, incorporating, incorporate on-linecompany in registration singapore, Start A Business, Small Business Advice, Business Planning, Company Formations, Buying a Business & Limited Company Registration 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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SCHEDULE 11. Recognition of Supervisory Body



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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Companies Act 1985
1989 c. 40 - continued
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SCHEDULE 11
Section 30(5. 
 Recognition of Supervisory Body
 

Part I
 
Grant and Revocation of Recognition
 
Application for recognition of supervisory body
    1.—(1)  A supervisory body may apply to the Secretary of State for an order declaring it to be a recognised supervisory body for the purposes of this Part of this Act.

    (2)  Any such application—
    (a)  shall be made in such manner as the Secretary of State may direct, and
    (b)  shall be accompanied by such information as the Secretary of State may reasonably require for the purpose of determining the application.
    (3)  At any time after receiving an application and before determining it the Secretary of State may require the applicant to furnish additional information.

    (4)  The directions and requirements given or imposed under sub-paragraphs (2) and (3) may differ as between different applications.

    (5)  Any information to be furnished to the Secretary of State under this paragraph shall, if he so requires, be in such form or verified in such manner as he may specify.

    (6)  Every application shall be accompanied by a copy of the applicant's rules and of any guidance issued by the applicant which is intended to have continuing effect and is issued in writing or other legible form.
 
Grant and refusal of recognition
    2.—(1)  The Secretary of State may, on an application duly made in accordance with paragraph 1 and after being furnished with all such information as he may require under that paragraph, make or refuse to make an order (a "recognition order") declaring the applicant to be a recognised supervisory body for the purposes of this Part of this Act.

    (2)  The Secretary of State shall not make a recognition order unless it appears to him, from the information furnished by the body and having regard to any other information in his possession, that the requirements of Part II of this Schedule are satisfied as respects that body.

    (3)  The Secretary of State may refuse to make a recognition order in respect of a body if he considers that its recognition is unnecessary having regard to the existence of one or more other bodies which maintain and enforce rules as to the appointment and conduct of company auditors and which have been or are likely to be recognised.

    (4)  Where the Secretary of State refuses an application for a recognition order he shall give the applicant a written notice to that effect specifying which requirements in the opinion of the Secretary of State are not satisfied or stating that the application is refused on the ground mentioned in sub-paragraph (3).

    (5)  A recognition order shall state the date on which it takes effect.
 
Revocation of recognition
    3.—(1)  A recognition order may be revoked by a further order made by the Secretary of State if at any time it appears to him—
    (a)  that any requirement of Part II of this Schedule is not satisfied in the case of the body to which the recognition order relates ("the recognised body"),
    (b)  that the recognised body has failed to comply with any obligation to which it is subject by virtue of this Part of this Act, or
    (c)  that the continued recognition of the body is undesirable having regard to the existence of one or more other bodies which have been or are to be recognised.
    (2)  An order revoking a recognition order shall state the date on which it takes effect and that date shall not be earlier than three months after the day on which the revocation order is made.

    (3)  Before revoking a recognition order the Secretary of State shall give written notice of his intention to do so to the recognised body, take such steps as he considers reasonably practicable for bringing the notice to the attention of members of the body and publish it in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.

    (4)  A notice under sub-paragraph (3) shall state the reasons for which the Secretary of State proposes to act and give particulars of the rights conferred by sub-paragraph (5).

    (5)  A body on which a notice is served under sub-paragraph (3), any member of the body and any other person who appears to the Secretary of State to be affected may within three months after the date of service or publication, or within such longer time as the Secretary of State may allow, make written representations to the Secretary of State and, if desired, oral representations to a person appointed for that purpose by the Secretary of State; and the Secretary of State shall have regard to any representations made in accordance with this sub-paragraph in determining whether to revoke the recognition order.

    (6)  If in any case the Secretary of State considers it essential to do so in the public interest he may revoke a recognition order without regard to the restriction imposed by sub-paragraph (2) and notwithstanding that no notice has been given or published under sub-paragraph (3) or that the time for making representations in pursuance of such a notice has not expired.

    (7)  An order revoking a recognition order may contain such transitional provisions as the Secretary of State thinks necessary or expedient.

    (8)  A recognition order may be revoked at the request or with the consent of the recognised body and any such revocation shall not be subject to the restrictions imposed by sub-paragraphs (1) and (2) or the requirements of sub-paragraphs (3) to (5).

    (9)  On making an order revoking a recognition order the Secretary of State shall give the body written notice of the making of the order, take such steps as he considers reasonably practicable for bringing the making of the order to the attention of members of the body and publish a notice of the making of the order in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.
 

Part II
 
Requirements for Recognition
 
Holding of appropriate qualification
    4.—(1)  The body must have rules to the effect that a person is not eligible for appointment as a company auditor unless—
    (a)  in the case of an individual, he holds an appropriate qualification;
    (b)  in the case of a firm—

      (i)  the individuals responsible for company audit work on behalf of the firm hold an appropriate qualification, and

      (ii)  the firm is controlled by qualified persons (see paragraph 5 below).
    (2)  This does not prevent the body from imposing more stringent requirements.

    (3)  A firm which has ceased to comply with the conditions mentioned in sub-paragraph (1)(b) may be permitted to remain eligible for appointment as a company auditor for a period of not more than three months.
    5.—(1)  The following provisions explain what is meant in paragraph 4(1)(b)(ii) by a firm being "controlled by qualified persons".

    (2)  For this purpose references to a person being qualified are, in relation to an individual, to his holding an appropriate qualification, and in relation to a firm, to its being eligible for appointment as a company auditor.

    (3)  A firm shall be treated as controlled by qualified persons if, and only if—
    (a)  a majority of the members of the firm are qualified persons, and
    (b)  where the firm's affairs are managed by a board of directors, committee or other management body, a majority of the members of that body are qualified persons or, if the body consists of two persons only, at least one of them is a qualified person.
    (4)  A majority of the members of a firm means—
    (a)  where under the firm's constitution matters are decided upon by the exercise of voting rights, members holding a majority of the rights to vote on all, or substantially all, matters;
    (b)  in any other case, members having such rights under the constitution of the firm as enable them to direct its overall policy or alter its constitution.
    (5)  A majority of the members of the management body of a firm means—
    (a)  where matters are decided at meetings of the management body by the exercise of voting rights, members holding a majority of the rights to vote on all, or substantially all, matters at such meetings;
    (b)  in any other case, members having such rights under the constitution of the firm as enable them to direct its overall policy or alter its constitution.
    (6)  The provisions of paragraphs 5 to 11 of Schedule 10A to the [1985 c. 6.] Companies Act 1985 (rights to be taken into account and attribution of rights) apply for the purposes of this paragraph.
 
Auditors to be fit and proper persons
    6.—(1)  The body must have adequate rules and practices designed to ensure that the persons eligible under its rules for appointment as a company auditor are fit and proper persons to be so appointed.

    (2)  The matters which the body may take into account for this purpose in relation to a person must include—
    (a)  any matter relating to any person who is or will be employed by or associated with him for the purposes of or in connection with company audit work; and
    (b)  in the case of a body corporate, any matter relating to any director or controller of the body, to any other body corporate in the same group or to any director or controller of any such other body; and
    (c)  in the case of a partnership, any matter relating to any of the partners, any director or controller of any of the partners, any body corporate in the same group as any of the partners and any director or controller of any such other body.
    (3)  In sub-paragraph (2)(b) and (c) "controller", in relation to a body corporate, means a person who either alone or with any associate or associates is entitled to exercise or control the exercise of 15 per cent. or more of the rights to vote on all, or substantially all, matters at general meetings of the body or another body corporate of which it is a subsidiary.
 
Professional integrity and independence
    7.—(1)  The body must have adequate rules and practices designed to ensure—
    (a)  that company audit work is conducted properly and with integrity, and
    (b)  that persons are not appointed company auditor in circumstances in which they have any interest likely to conflict with the proper conduct of the audit.
    (2)  The body must also have adequate rules and practices designed to ensure that no firm is eligible under its rules for appointment as a company auditor unless the firm has arrangements to prevent—
    (a)  individuals who do not hold an appropriate qualification, and
    (b)  persons who are not members of the firm,
from being able to exert any influence over the way in which an audit is conducted in circumstances in which that influence would be likely to affect the independence or integrity of the audit.
 
Technical standards
    8.    The body must have rules and practices as to the technical standards to be applied in company audit work and as to the manner in which those standards are to be applied in practice.
 
Procedures for maintaining competence
    9.    The body must have rules and practices designed to ensure that persons eligible under its rules for appointment as a company auditor continue to maintain an appropriate level of competence in the conduct of company audits.
 
Monitoring and enforcement
    10.—(1)  The body must have adequate arrangements and resources for the effective monitoring and enforcement of compliance with its rules.

    (2)  The arrangements for monitoring may make provision for that function to be performed on behalf of the body (and without affecting its responsibility) by any other body or person who is able and willing to perform it.
 
Membership, eligibility and discipline
    11.    The rules and practices of the body relating to—
    (a)  the admission and expulsion of members,
    (b)  the grant and withdrawal of eligibility for appointment as a company auditor, and
    (c)  the discipline it exercises over its members,
must be fair and reasonable and include adequate provision for appeals.
 
Investigation of complaints
    12.—(1)  The body must have effective arrangements for the investigation of complaints—
    (a)  against persons who are eligible under its rules to be appointed company auditor, or
    (b)  against the body in respect of matters arising out of its functions as a supervisory body.
    (2)  The arrangements may make provision for the whole or part of that function to be performed by and to be the responsibility of a body or person independent of the body itself.
 
Meeting of claims arising out of audit work
    13.—(1)  The body must have adequate rules or arrangements designed to ensure that persons eligible under its rules for appointment as a company auditor take such steps as may reasonably be expected of them to secure that they are able to meet claims against them arising out of company audit work.

    (2)  This may be achieved by professional indemnity insurance or other appropriate arrangements.
 
Register of auditors and other information to be made available
    14.    The body must have rules requiring persons eligible under its rules for appointment as a company auditor to comply with any obligations imposed on them by regulations under section 35 or 36.
 
Taking account of costs of compliance
    15.    The body must have satisfactory arrangements for taking account, in framing its rules, of the cost to those to whom the rules would apply of complying with those rules and any other controls to which they are subject.
 
Promotion and maintenance of standards
    16.    The body must be able and willing to promote and maintain high standards of integrity in the conduct of company audit work and to co-operate, by the sharing of information and otherwise, with the Secretary of State and any other authority, body or person having responsibility in the United Kingdom for the qualification, supervision or regulation of auditors.
 
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