Summary of sections of the Act

> Parts 1 - 7

> Part 1 General introductory provisions
1-2 Companies and Companies Acts
3-6 Types of company
> Part 2 Company formation
7-8 General
9-13 Requirements for registration
14-16 Registration and its effect
> Part 3 A company's constitution
Chapter 1 Introductory
17 A company's constitution
18-20 General
21-27 Alteration of articles
28 Supplementary
Chapter 3 (29-30) Resolutions and agreements affecting a company's constitution
31 Statements of company's objectives
32-36 Other provisions with respect to a company's constitution
37-38 Supplementary provisions
> Part 4 A company's capacity and related matters
39-42 Capacity of company and power of director's to bind it
43-47 Formalities of doing business under the law of England and Wales or Northern Ireland.
48 Formalities of doing business under the law of Scotland
49-52 Other matters
> Part 5 A company's name
Chapter 1 General requirements
53 Prohibited names
54-56 Sensitive words and expressions
57 Permitted characters
Chapter 2 Indications of company type or legal form
58-64 Required indications for limited companies
65 Inappropriate use of indications of company type or legal form
Chapter 3 Similarity to other names
66-68 Similarity to other name on registrar's index
69-74 Similarity to other name in which person has goodwill
Chapter 4 (75-76) Other powers of the Secretary of State
Chapter 5 (77-81) Change of name
Chapter 6 (82-85) Trading disclosures
> Part 6 A company's registered office
86-87 General
88 Welsh companies
> Part 7 Re-registration as a means of altering a company's status
89 Introductory
90-96 Private company becoming public
97-101 Public company becoming private
102-104 Private limited company becoming unlimited
105-108 Unlimited private company becoming limited
109-111 Public company becoming private and unlimited

> Parts 8 - 12

> Part 8 A company's members
Chapter 1 (112) The members of a company
Chapter 2 Register of members
113-121 General
122-124 Special cases
125-128 Supplementary
Chapter 3 (129-135) Overseas branch registers
Chapter 4 Prohibition on subsidiary being member of its holding company
136-137 General prohibition
138-140 Subsidiary acting as personal representative or trustee
141-142 Subsidiary acting as dealer in securities
143-144 Supplementary
> Part 9 Exercise of members' rights
145 Effect of provisions in company's articles
146-151 Information rights
152-153 Exercise of rights where shares held on behalf of others
> Part 10 A company's directors
154-156 Requirement to have directors
157-161 Appointment
162-167 Register of directors, etc
168-169 Removal
Chapter 2 General duties of directors
170 Introductory
171-177 General duties
178-181 Supplementary
Chapter 3 (182-187) Declaration of interest in existing transaction or arrangement
Chapter 4 Transactions with directors requiring approval of members
188-189 Service contracts
190-196 Substantial property transactions
197-214 Loans, quasi-loans and credit transactions
215-222 Payments for loss of office
223-226 Supplementary
Chapter (227-230) Directors' service contracts
Chapter 6 (231) Contracts with sole members who are directors
Chapter 7 Directors' liabilities
232-239 Contracts protecting directors from liability
Chapter 8 (240-246) Directors' residential addresses: protection from disclosure
Chapter 9 Supplementary provisions
247 Provision for employees on cessation or transfer of business
248-249 Records of meetings of directors
250-251 Meaning of 'director' and 'shadow director'
252-259 Other definitions and general
> Part 11 Derivative claims and proceedings by members
Chapter 1 (260-264) Derivative claims in England and Wales or Northern Ireland
265-269 Derivative proceedings in Scotland
> Part 12 Company secretaries
270 Private companies
271-273 Public companies
274-280 Provisions applying to private companies with a secretary and to public companies

> Parts 13 and 14

> Part 13 Resolutions and meetings
Chapter 1 (281-287) General provisions about resolutions
Chapter 2 Written resolutions
288-289 General provisions about written resolutions
290-295 Circulation of written resolutions
296-297 Agreeing to written resolutions
298-300 Supplementary
Chapter 3 Resolutions at meetings
301 General
302-306 Calling meetings
307-313 Notice of meetings
314-317 Members' statements
318-323 Procedures at meetings
324-331 Proxies
332 Adjourned meetings
333 Electronic communications
334-335 Application to class meetings
Chapter 4 (336-340) Public companies: additional requirements for AGMs
Chapter 5 Additional requirements for quoted companies
341 Website publications of poll results
342-354 Independent report on poll
Chapter 6 (355-359) Records of resolutions and meetings
Chapter 7 (360-361) Supplementary provisions
> Part 14 Control of political donations and expenditure
362 Introductory
363-365 Relevant donations and expenditure
366-368 Authorisation required for donations or expenditure
369-373 Remedies in case of unauthorised donations or expenditure
374-379 Exemptions and supplementary provisions

> Parts 15 and 16

> Part 15 Accounts and reports
Chapter 1 Introduction
380 General
381-384 Companies subject to the small companies regime
385 Quoted and unquoted companies
Chapter 2 (386-389) Accounting records
Chapter 3 (390-392) A company's financial year
Chapter 4 Annual accounts
393 General
394-397 Individual accounts
398 Group accounts: small companies
399-402 Group accounts: other companies
403-408 Group accounts: general
409-413 Information to be given in notes to the accounts
414 Approval and signing of accounts
Chapter 5 (415-429) Directors' report
Chapter 6 (420-422) Quoted companies; directors' remuneration report
Chapter 7 Publication of accounts
423-425 Duty to circulate copies of accounts and reports
426-429 Option to provide summary financial statement
430 Quoted companies: requirement as to website publication
431-432 Right of member of debenture holder to demand copies of accounts and reports
433-436 Requirements in connection with publication of accounts and reports
Chapter 8 (437-438) Public companies: laying of accounts and reports before general meeting
Chapter 9 (439-440) Quoted companies: members' approval of directors' remuneration
Chapter 10 Filing of accounts and reports
441-443 Duty to file accounts and reports
444-448 Filing obligations of different descriptions of company
449-450 Requirements where abbreviated accounts delivered
451-453 Failure to file accounts and reports
Chapter 11 Revision of defective accounts and reports
454 Voluntary revision
455 Secretary of State's notice
455-458 Application to court
459-462 Power of authorised person to require documents etc
Chapter 12 Supplementary provisions
463 Liability for false or misleading statements in reports
464 Accounting reporting standards
465-467 Companies qualified as medium-sized
468-474 General power to make further provision about accounts and reports and supplementary provisions
> Part 16 Audit
Chapter 1 (475-476) Requirements for audited accounts
477-479 Exemption from audit: small companies
480-481 Exemption from audit: dormant companies
482-483 Companies subject to public sector audit
484 General power of amendment by regulations
Chapter 2 Auditors
485-488 Private companies
489-491 Public companies
492-494 General provisions
Chapter 3 Functions of auditor
495-497 Auditor's report
498-502 Duties and rights of auditors
503-506 Signature of auditor's report
507-509 Offences in connection with auditor's report
Chapter 4 Removal, resignation, etc of auditors
510-513 Removal of auditor
514-515 Failure to re-appoint auditor
516-518 Resignation of auditor
519-525 Statement by auditor on ceasing to hold office
526 Effect of casual vacancies
Chapter 5 (527-531) Quoted companies: right of members to raise audit concerns at accounts meeting
Chapter 6 (532-538) Auditor's liability
Chapter 7 (539) Definitions

> Parts 17 to 25

> Part 17 A company's share capital
Chapter 1 (540-548) Shares and share capital
Chapter 2 Allotment of shares: general provisions
549-551 Power of director's to allot shares
552-553 Prohibition of commission, discounts and allowances
554 Registration of allotment
555-559 Return of allotment and supplementary provisions
Chapter 3 Allotment of equity securities: existing shareholders' right of pre-emption
560 Introductory
561-563 Existing shareholders' right of pre-emption
564-566 Exceptions to right of pre-emption
567-568 Exclusion of right of pre-emption
569-577 Disapplication of pre-emption rights and supplementary
Chapter 4 (578-579) Public companies: allotment where issue not fully subscribed
Chapter 5 Payment for shares
580-583 General rules
584-592 Additional rules for public companies and supplementary provisions
Chapter 6 Public companies: independent valuation of non-cash consideration
593-597 Non-cash consideration for shares
598-604 Transfer of non-cash asset in initial period
605-609 Supplementary provisions
Chapter 7 Share premiums
610 The share premium account
611-615 Relief from requirement as to share premiums
616 Supplementary provisions
Chapter 8 Alteration of share capital
617 How share capital may be altered
618-619 Subdivision or consolidation of shares
620-621 Reconversion of stock into shares
622-628 Redenomination of share capital
Chapter 9 Classes of share and class rights
629 Classes of shares
630-635 Variation of class rights
636-640 Matters to be notified to the registrar
Chapter 10 Reduction of share capital
641 Introductory
642-644 Private companies: reduction of capital supported by solvency statement
645-649 Reduction of capital confirmed by the court
650-651 Public company reducing capital below authorised minimum
652-653 Effect of reduction of capital
Chapter 11 (654-657) Miscellaneous and supplementary provisions
> Part 18 Acquisition by limited company of its own shares
Chapter 1: General provisions
658-659 Introduction and exceptions
660-661 Shares held by nominee company
662-669 Shares held by or for public company
670-676 Charges of public company on own shares
Chapter 2: Financial assistance for purchase of own shares
677 and 683 Meaning of 'financial assistance' and definitions
678-680 Circumstances in which financial assistance is prohibited
681-682 Exceptions from prohibition
Chapter 3 Redeemable shares
684 Power to issue redeemable shares
685-689 Terms, financing and notifications
Chapter 4 Purchase of own shares
690-692; 702-708 General and supplementary provisions
693 Authority for purchase of own shares
694-700 Authority for off-market purchase
701 Authority for market purchase
Chapter 5 Redemption or purchase by private company out of capital
709 Introduction
710-712 Permissible capital payment
713-720 Requirements for payment out of capital
721-722 Objection to payment by members or creditors
723 When payment out of capital is to be made
Chapter 6 Treasury shares
724-732 Maximum holdings, exercise of rights, disposal and cancellations
Chapter 7 Supplementary provisions
733-737 Including capital redemption reserve and effect of company failure to redeem or purchase
> Part 19 Debentures
738-742 General provisions
743-748 Register of debenture holders
749-754 Various sections including rights of debenture holders and liability of trustees of debentures
> Part 20 Private and public companies
755-760 Prohibition of public offers by private companies
761-767 Minimum share capital requirement for public companies
> Part 21 Certification and transfer of securities
Chapter 1 General
768 Share certificate to be evidence of title
769 Duty of company as to issue of certificates etc on allotment
770-775 Transfer of securities
776-778 Issue of certificates on transfer and issue of certificates on allotment to a financial institution
779-782 Share warrants and supplementary provisions
Chapter 2 Evidencing and transfer of title to securities without written instrument
783-784 Introductions
785-790 Powers exercisable and supplementary provisions
> Part 22 Information about interests in a company's shares
791-792 Introduction
793-796 Notice requiring information about interests in shares
797-802 Orders imposing restrictions on shares
803-807 Power of members to require company to act
808-819 Register of interests disclosed
820-825 Meaning of interest in shares
826-828 Other supplementary provisions
> Part 23 Distributions
Chapter 1 Restrictions on when distributions may be made
829 Meaning of "distribution"
830-831 General rules
832-835 Distributions by investment companies
Chapter 2 Justification of distribution by reference to accounts
836 Reference to relevant accounts
837-839 Requirements applicable in relation to relevant accounts
840 Application of provisions to successive distributions
Chapter 3 Supplementary provisions
841-844 Accounting matters
845-846 Distributions in kind
847 Consequences of unlawful distribution
848-853 Other matters including definitions
> Part 24 A company's annual return
854-859 Duty to deliver annual return, contents and failure to deliver annual return
> Part 25 Company charges
Chapter 1 Companies registered in England and Wales or in Northern Ireland
860-862 Requirement to register company charges
863-865 Special rules about debentures
866-867 Charges in other jurisdictions
868 Orders charging land in Northern Ireland
869-873 The register of charges
874 Avoidance of certain charges
875-877 Companies' records and registers
Chapter 2 Companies registered in Scotland
878-881 Charges requiring registration
882-883 Special rules about debentures
884 Charges on property outside the UK
885-888 The register of charges
889 Avoidance of certain charges
890-892 Companies' records and registers
Chapter 3 Powers of the Secretary of State
893-894 Powers to make provision for effect of registration and general powers to make amendments to part 25

> Parts 26 to 28

> Part 26 Arrangements and reconstructions
895 Application of this part
896-898 Meeting of creditors or members
899 Court sanction for compromise or arrangement
900 Reconstruction and amalgamations
901 Obligations of company with respect to the articles
> Part 27 Mergers and divisions of public companies
Chapter 1 Introduction
902-903 Application and relationship of this part to part 26
Chapter 2 Merger
904 Introductory
905-914 Requirements applicable to merger
915-917 Exceptions where shares of transferee company held by transferee company
918 Other circumstances in which meeting of members of transferee company not required (merger)
Chapter 3 Division
919 Introductory
920-930 Requirements to be complied with in case of division
931-934 Exceptions
Chapter 4 Supplementary provisions
935-937 Expert's report and related matters
938-939 Powers of the court
940 Liability of transferee companies
941 Meaning of "liabilities" and "property"
> Part 28 Takeovers
Chapter 1 The takeover panel
942-946 The panel and its rules
947-949 Information
950 Co-operation
951 Hearings and appeals
952-956 Contravention of rules etc
957-959 Funding
960-965 Miscellaneous and supplementary
Chapter 2 Impediments to takeovers
966-967 Opting in and opting out
968-969 Consequences of opting in
970-973 Supplementary
Chapter 3 "Squeeze-Out" and "Sell-Out"
974-978 Takeover offers
979-982 "Squeeze-Out"
983-985 "Sell-out"
986-987 Supplementary
988-991 Interpretation
Chapter 4 Amendments to part 7 of the Companies Act 1985
992 Matters to be dealt with in directors' report

> Parts 29 to 39

> Part 29 Fraudulent trading
993 Offence of fraudulent trading
> Part 30 Protection of members against unfair prejudice
994-996 Main provisions
997-999 Supplementary provisions
> Part 31 Dissolution and restoration to the register
Chapter 1 Striking off
1000-1002 Registrar's powers to strike off defunct company
1003-1011 Voluntary striking off
Chapter 2 Property of dissolved company
1012-1014 Property vesting as bona vacantia
1015-1019 Effect of Crown disclaimer: England and Wales and Northern Ireland
1020-1022 Effect of Crown disclaimer: Scotland
1023 Supplementary provisions
Chapter 3 Restoration to the register
1024-1028 Administrative restoration to the register
1029-1032 Restoration to the register by the court
1033-1034 Supplementary provisions
> Part 32 Company investigations
1035-1039 Amendments
> Part 33 UK companies not formed under company legislation
Chapter 1 (1040-1042) Companies not formed under companies legislation but authorised to register
Chapter 2 (1043) Unregistered companies
> Part 34 Overseas companies
1044-1045 Introductory
1046-1048 Registration of particulars
1049-1053 Other requirements
1054-1059 Supplementary
> Part 35 The registrar of companies
1060-1063 The registrar
1064-1065 Certificates of incorporation
1066-1067 Registered numbers
1068-1071 Delivery of documents to the registrar
1072-1076 Requirements for proper delivery
1077-1079 Public notice of receipt of certain documents
1080-1084 The register
1085-1092 Inspection etc of the register
1093-1098 Correction or removal of material on the register
1099-1101 The registrar's index of company names
1102-1107 Language requirements: translation
1108-1110 Language requirements: transliteration
1111-1120 Supplementary provisions
> Part 36 Offences under the Companies Act
1121-1123 Liability of officer in default
1124 Offences under the Companies Act 1985
1125-1131 General provisions
1132 Production and inspection of documents
1133 Supplementary
> Part 37 Companies: supplementary provisions
1134-1138 Company records
1139-1142 Service addresses
1143-1148 Sending or supplying documents or information
1149-1153 Requirements as to independent valuation
1154-1155 Notice of appointment of certain officers
1156-1157 Courts and legal proceedings
> Part 38 Companies: Interpretation
1158 Meaning of "UK-registered company"
1159-1160 Meaning of "subsidiary" and related expressions
1161-1162 Meaning of "undertakings" and related expressions
1163-1171 Other definitions
1172-1174 General
> Part 39 (1175-1181) Companies: minor amendments

> Parts 40 to 42

> Part 40 Company directors: foreign disqualifications
1182-1183 Introductory
1184-1186 Power to qualify
1187 Power to make persons liable for company's debts
1188-1191 Power to require statements to be sent to the registrar of companies
> Part 41 Business names
Chapter 1 Restricted or prohibited names
1192 Introductory
1193-1196 Sensitive words or expressions
1197-1198 Misleading names
1199 Supplementary
Chapter 2 Disclosure required in case of individual or partnership
1200-1201 Introductory
1202-1204 Disclosure requirements
1205-1206 Consequences of failure to make required disclosure
Chapter 3 Supplementary
1207-1208 Application of general provisions about offences
> Part 42 Statutory auditors
Chapter 1 Introductory
1209-1211 Meaning of "statutory auditor" and eligibility for appointment
Chapter 2 Individuals and firms
1212-1213 Eligibility for appointment
1214-1215 Independence requirement
1216 Effect of appointment of a partnership
1217-1218 Supervisory bodies
1219-1222 Professional qualifications
1223-1225 Information and enforcement
Chapter 3 Auditors: general
1226 Eligibility for appointment
1227-1238 Conduct of audits; the Independent Supervisor; supervision of auditors general; reporting requirement; information; enforcement; proceedings and grants.
Chapter 4 (1239-1240) The register of auditors
Chapter 5 Registered third country auditors
1241 Introductory
1242 Duties
1243-1244 Information
1245-1247 Enforcement
Chapter 6 Supplementary and general
1248-1249 Power to require second company audit
1250 Fees
1252-1253 Delegation of Secretary of State's functions
1254 International obligations
1255-1257 General provisions relating to offences
1258-1259 Notices
1260-1262 Interpretation
1263-1264 Miscellaneous and general

> Parts 43

> Part 43 Transparency obligations and related matters
1265 Introductory
1266-1268 Transparency obligations
1269-1273 Other matters

> Parts 44 to 47

> Part 44 Miscellaneous provisions
1274-1276 Regulations of actuaries etc
1277-1280 Information as to exercise of voting rights by institutional investors
1281 Disclosure of information under the Enterprise Act 2002
1282 Expenses of winding up
1283 Commonhold associations
> Part 45 Northern Ireland
1284-1287 Extension of acts and enactments to Northern Ireland
> Part 46 General supplementary provisions
1288-1292 Regulations and orders
1293 Meaning of "enactment"
1294-1297 Consequential and transitional provisions
> Part 47 Final provisions