Dependent on the legislation item being viewed this may include: Click 'View More' or select 'More Resources' tab for additional information including: All content is available under the Open Government Licence v3.0 except where otherwise stated. Official seal for share certificates, etc. i Section, Provisions as to information where receiver appointed, Special provisions as to statement submitted to receiver. 5. Enforcement of receiver's duty to make returns, etc. ACT 125: COMPANIES ACT 1965 (REVISED - 1973) Incorporating latest amendment - Act A1299 /2007 First enacted : 1965 (Act No. The Whole Act you have selected contains over 200 provisions and might take some time to download. 485.Prescription of forms etc., and regulations, 486.Interpretation for Part XVIII generally, PART XIX Receivers and Managers (England and Wales), 489.Disqualification of body corporate from acting as receiver, 490.Disqualification of undischarged bankrupt, 491.Power for court to appoint official receiver, 492.Receivers and managers appointed out of court, 493.Notification that receiver or manager appointed, 494.Court's power to fix remuneration of receiver or manager, 495.Information to be given by and to receiver on appointment, 498.Receivership accounts to be delivered to registrar, 499.Enforcement of duty of receivers to make returns, 500.Construction of references to receivers and managers, PART XX Winding Up of Companies Registered Under this Act or the Former Companies Acts, 501.The three modes in which a company may be wound up, 502.Liability as contributories of present and past members, 503.Directors, etc., with unlimited liability, 504.Liability of past directors and shareholders, 509.Contributories in case of death of a member, 511.Companies registered under Part XXII, Chapter II, 512.High Court and county court jurisdiction, 514.Proceedings in county court: case stated for High Court, 515.Court of Session and sheriff's court jurisdiction, 516.Power to remit winding up to Lord Ordinary, Grounds and effect of winding-up petition, 517.Circumstances in which company may be wound up by the court, 520.Powers of court on hearing of petition, 521.Power to stay or restrain proceedings against company. Payment to director for loss of office, etc. Inspection of documents kept by registrar, Public notice by registrar of receipt and issue of certain documents, Removal of documents to Public Record Office, Enforcement of company's duty to make returns, Registrar's index of company and corporate names, Prohibition of partnerships with more than 20 members, Limited partnerships: limit on number of members, Power of company to provide for employees on cessation or transfer of business, Certain companies to publish periodical statement, Production and inspection of books where offence suspected, Cross-border operation of receivership provisions, Costs and expenses in actions by certain limited companies, Power of court to grant relief in certain cases, Criminal proceedings against unincorporated bodies, " Holding company ", " subsidiary " and " wholly-owned subsidiary ", Expressions used in connection with accounts. 2. Interpretation 5. I NCORPORATION OF C OMPANIES AND M ATTERS I NCIDENTAL T HERETO . company documents, 451.Punishment for furnishing false information, PART XV Orders Imposing Restrictions on Shares (Sections 210, 216, 445), 454.Consequence of order imposing restrictions, 455.Punishment for attempted evasion of restrictions, 456.Relaxation and removal of restrictions, 457.Further provisions on sale by court order of restricted shares, PART XVII Protection of Company's Members against Unfair Prejudice, 459.Order on application of company member, 460.Order on application of Secretary of State, 461.Provisions as to petitions and orders under this Part, PART XVIII Floating Charges and Receivers (Scotland), 462.Power of incorporated company to create floating charge, 463.Effect of floating charge on winding up, 465.Continued effect of certain charges validated by Act of 1972, 469.Mode of appointment by holder of charge, 473.Agency and liability of receiver for contracts. Constitution and proceedings of committee of inspection, Power of Secretary of State to act in place of committee, Settlement of list of contributories and application of assets, Payment into bank of money due to company, Order on contributory to be conclusive evidence, Appointment of special manager (England and Wales), Power to exclude creditors not proving in time, Inspection of books by creditors and contributories, Costs of winding up may be made payable out of assets. 8. to directors and persons connected with them, Transactions at behest of holding company, Funding of director's expenditure on duty to company, Loan or quasi-loan by money-lending company, " Relevant amounts " for purposes of ss. . (1) All the provisions of this Act apply to the... 7.Provisions of this Act with respect to—. 13. 19. Companies Act, 2017 Rules and Regulations Associations with charitable & not for profit objects (licensing & corporate governance) Regulations, 2017 Issued Notified for public opinion The Limited Liability Partnership Regulations, 2017 The Companies (Incorporation) Regulations, 2017 The Intermediaries (Registration) Regulations, 2017 Circulars & Notifications Circular 15 of 2017 … COMPANIES ACT 1963 (ACT 179) Section 1-Commencement Spent. 221, 222, A company's accounting reference periods and financial year, 225.Alteration of accounting reference period, 226.Consequence of giving notice under s. 225, 227.Directors' duty to prepare annual accounts, Form and content of company individual and group accounts, 228.Form and content of individual accounts, 231.Additional disclosure required in notes to accounts, 232.Loans in favour of directors and connected persons, 233.Loans etc. Section 7. Repeals 3. 4. 186. 25. Separate statement of certain items of income and expenditure. No changes have been applied to the text. 27. Interpretation. (1) Where the value of any asset of a company... Additional information to be provided in case of departure from historical cost accounting rules. 12. Submission of liquidator's accounts for audit. It has largely been superseded by the Companies Act 2006. 27. (1) There may be delivered a copy of a modified... 19.The information required by paragraph 55 of Schedule 4 (particulars... PART III Modified Group Accounts (Consolidated or Other). of resolutions and agreements, 381.Resolution passed at adjourned meeting, 387.Auditors' right to attend company meetings, 388.Supplementary provisions as to auditors, 389.Qualification for appointment as auditor, 391.Right of resigning auditor to requisition company meeting, 392.Powers of auditors in relation to subsidiaries, CHAPTER I Registration of Charges (England and Wales), 395.Certain charges void if not registered, 397.Formalities of registration (debentures), 398.Verification of charge on property outside United Kingdom, 399.Company's duty to register charges it creates, 400.Charges existing on property acquired, 401.Register of charges to be kept by registrar of companies, 402.Endorsement of certificate on debentures, 405.Registration of enforcement of security, 406.Companies to keep copies of instruments creating charges. 409.Charges on property in England and Wales created by oversea company, CHAPTER II Registration of Charges (Scotland), 411.Charges on property outside United Kingdom, 412.Negotiable instrument to secure book debts. (1) The following applies for the interpretation of paragraphs 3... 6.The directors' report shall contain— (a) particulars of any important... PART II Disclosure Required by Company Acquiring its Own Shares, etc. Provisions of this Act applying to Unregistered Companies, Form of Statement to be published by certain companies under section 720, Companies Act 1981, Section 38, as Originally Enacted. [25 th July , 1985] BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS: Accounting records to be kept. 5. (1) For these purposes, a person's emoluments include any paid... 37.References in paragraph 36 to a company's subsidiary—, Particulars in Company Accounts of Loan and Other Transactions Favouring Directors and Officers, PART I Matters to be Disclosed Under Section 232. The expression " financial year" in this Part means the... Any report required by this Part shall either indicate by... (1) A report required by paragraph 17 or 18 shall... (1) Subject to the following provisions of this Schedule—. exempt from liability in certain cases, Compensation for subscribers misled by statement in prospectus, Exemption from s. 67 for those acting with propriety, Indemnity for innocent director or expert, Restrictions on allotment to be secured in prospectus, Stock exchange certificate exempting from compliance with Sch. 221, 222, Alteration of accounting reference period, Consequence of giving notice under s. 225, Directors' duty to prepare annual accounts, Additional disclosure required in notes to accounts, Loans in favour of directors and connected persons, Loans etc. 320.Substantial property transactions involving directors, etc. (1) For purposes of the following two paragraphs, " relevant... 7.As respects any relevant property, the prospectus must state—. 141.Penalty for concealing name of creditor, etc. 16. 562.Attendance at company meetings (Scotland), 563.Public examination of promoters and officers (England and Wales. 182. (1) The prospectus must give full particulars of—. 415.Company's duty to register charges created by it, 416.Duty to register charges existing on property acquired, 417.Register of charges to be kept by registrar of companies, 418.Certificate of registration to be issued, 421.Copies of instruments creating charges to be kept by company, 423.Right to inspect copies of instruments, and company's register, PART XIII Arrangements and Reconstructions, 425.Power of company to compromise with creditors and members, 426.Information as to compromise to be circulated, 427.Provisions for facilitating company reconstruction or amalgamation, 428.Power to acquire shares of dissenting minority, 429.Dissentient's right to compel acquisition of his shares, 430.Provisions supplementing ss. 14. (1) If the net realisable value of any current asset... Miscellaneous and supplementary provisions, 24.Excess of money owed over value received as an asset item, 26.Determination of purchase price or production cost. Definitions of “holding company”, “wholly owned subsidiary” and “group of companies” 9. 428, 429, PART XIV Investigation of Companies and Their Affairs ; Requisition of Documents, 431.Investigation of a company on its own application or that of its members, 433.Inspectors' powers during investigation, 434.Production of documents and evidence to inspectors, 435.Power of inspector to call for directors' bank accounts, 436.Obstruction of inspectors treated as contempt of court, 438.Power to bring civil proceedings on company's behalf, 439.Expenses of investigating a company's affairs, 440.Power of Secretary of State to present winding-up petition, Other powers of investigation available to the Secretary of State, 442.Power to investigate company ownership, 443.Provisions applicable on investigation under s. 442. (1) With respect to any determination of the value of... 35.Any information required in the case of any company by... 36.The accounting policies adopted by the company in determining the... Information supplementing the balance sheet. Types of companies to be incorporated 7. to directors and persons connected with them, 336.Transactions at behest of holding company, 337.Funding of director's expenditure on duty to company, 338.Loan or quasi-loan by money-lending company, 339." The Companies Act, 2004 [No. ] Appointments of directors to be voted on individually. 31. PART I Formation and Registration of Companies ; Juridical Status and Membership, 2.Requirements with respect to memorandum, 7.Articles prescribing regulations for companies, 9.Alteration of articles by special resolution, 11.Minimum authorised capital (public companies), 15.Memorandum and articles of company limited by guarantee, 16.Effect of alteration on company's members, 17.Conditions in memorandum which could have been in articles, 18.Amendments of memorandum or articles to be registered, 19.Copies of memorandum and articles to be given to members, 20.Issued copy of memorandum to embody alterations, 21.Registered documentation of Welsh companies, 24.Minimum membership for carrying on business, 26.Prohibition on registration of certain names, 27.Alternatives of statutory designations, 30.Exemption from requirement of " limited " as part of the name, 31.Provisions applying to company exempt under s. 30, 32.Power to require company to abandon misleading name, 33.Prohibition on trading under misleading name, 34.Penalty for improper use of " limited " or " cyfyngedig ", CHAPTER III A Company's Capacity ; Formalities of Carrying on Business, 35.Company's capacity: power of directors to bind it, 37.Bills of exchange and promissory notes, 39.Power of company to have official seal for use abroad. 5. 247-250 and Sch. 72 to 77, Authority of company required for certain allotments, Restriction on public offers by private company, Application for, and allotment of, shares and debentures, No allotment unless minimum subscription received, Allotment where issue not fully subscribed, Allotment of shares, etc. (1) If the company has issued any debentures during the... 43.Where any fixed assets of the company (other than listed... 44.In relation to any amount which is or would but... 49.If any fixed cumulative dividends on the company's shares are... 50.Guarantees and other financial commitments, Information supplementing the profit and loss account. Right to inspect instruments which create charges, etc. Accounts complying with Banks and Financial Institutions Act. Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. 187. The prospectus must state the number and amount of shares... (1) For purposes of the following two paragraphs, " relevant... As respects any relevant property, the prospectus must state—. 31. The company's proprietorship, management and its capital requirement. The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 1985. The Act applied only to companies incorporated under it, or under earlier Companies Acts. (1) Paragraphs 5 and 6 are qualified as follows. 72 to 77, PART IV Allotment of Shares and Debentures, 80.Authority of company required for certain allotments, 81.Restriction on public offers by private company, 82.Application for, and allotment of, shares and debentures, 83.No allotment unless minimum subscription received, 84.Allotment where issue not fully subscribed, 86.Allotment of shares, etc. 18. Prohibition of Partnership Exceeding Twenty M embers. 189. 707.Power of registrar to accept information on microfilm, etc. 13. an act to provide for a tax, to be known as farm tax, on certain agricultural land and to provide for connected matters. Short title 2. 18. 33. Trustee's right to expenses, remuneration, indemnity, etc. (2) (Omitted). 40.Official seal for share certificates, etc. If under the Section 425 Companies Act 1985 the Court sanctions a compromise or arrangement proposed for the purposes or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Option may be exercised within one month of the Court sanctioning the compromise or arrangement.. 13.Where any payment has been made— (a) to any clerk,... 14.For purposes of this Schedule— (a) any remuneration in respect... Vesting of Disclaimed Property ; Protection of Third Parties, PART I Disclaimer by Liquidator under sections 618, 619; Crown Disclaimer under section 656(England and Wales Only). Compensation to directors for loss of office. 13. (1) Where an event of whose occurrence a director is,... 20.In this Part, a reference to price paid or received... PART IV Provisions with Respect to Register of Directors' Interests to be Kept Under Section 325. Control of liquidators by Secretary of State. 30. 20.If at the end of its financial year the company... 21.Paragraph 20 does not require the disclosure by a company... PART V Chairman's and Directors' Emoluments, Pensions and Compensation for Loss of Office. 168/1966] Reprinted : First Reprint 1988, Second Reprint 1995, Third Reprint 2000: Revised up to : 1973 (As Act 125 w.e.f. (1) This Part of this Schedule applies to the directors'... PART IV Health, Safety and Welfare at Work of Company's Employees. PART 1 - PRELIMINARY. Charges on property in England and Wales created by oversea company, Charges on property outside United Kingdom, Negotiable instrument to secure book debts. Companies [No. Modified Accounts of Companies Qualifying as Small or Medium Sized. Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. The Companies Act of 1985 is an important part of UK company law that governs various aspects of the registration and management of companies. 414.Charge by way of ex facie absolute disposition, etc. 146, 147, 150.Charges of public companies on own shares, CHAPTER VI Financial Assistance by a Company for Acquisition of its Own Shares, Provisions applying to both public and private companies, 151.Financial assistance generally prohibited, 153.Transactions not prohibited by s. 151, 154.Special restriction for public companies, 155.Relaxation of s. 151 for private companies, 158.Time for giving financial assistance under s. 155, CHAPTER VII Redeemable Shares ; Purchase by a Company of its Own Shares, 162.Power of company to purchase own shares, 163.Definitions of " off-market" and " market " purchase, 165.Authority for contingent purchase contract, 167.Assignment or release of company's right to purchase own shares, 168.Payments apart from purchase price to be made out of distributable profits, 169.Disclosure by company of purchase of own shares, Redemption or purchase of own shares out of capital (private companies only), 171.Power of private companies to redeem or purchase own shares out of capital, 172.Availability of profits for purposes of s. 171, 173.Conditions for payment out of capital, 174.Procedure for special resolution under s. 173, 175.Publicity for proposed payment out of capital, 176.Objections by company's members or creditors, 177.Powers of court on application under s. 176, 178.Effect of company's failure to redeem or purchase, 179.Power for Secretary of State to modify this Chapter, 180.Transitional cases arising under this Chapter; and savings, CHAPTER VIII Miscellaneous Provisions about Shares and Debentures, Share and debenture certificates, transfers and warrants, 182.Nature, transfer and numbering of shares, 185.Duty of company as to issue of certificates, 187.Evidence of grant of probate or confirmation as executor, 188.Issue and effect of share warrant to bearer, 189.Offences in connection with share warrants (Scotland), 194.Power to re-issue redeemed debentures, 196.Payment of debts out of assets subject to floating charge (England and Wales), PART VI Disclosure of Interests in Shares, 198.Obligation of disclosure: the cases in which it may arise and " the relevant time ", 200." Substitution of original stated amount where price or cost unknown. 3. 1. 10. 131, 132, 134.Provision for extending or restricting relief from s. 130, 135.Special resolution for reduction of share capital, 136.Application to court for order of confirmation, 138.Registration of order and minute of reduction, 139.Public company reducing capital below authorised minimum, 140.Liability of members on reduced shares. Act you have selected contains over AN ACT to consolidate and amend the laws in force in Zimbabwe relating to the constitution, in corporation, registration, management, administration and winding up of companies and other associations, and for other purposes incidental thereto. 315.Consequences of non-compliance with s. 314, 317.Directors to disclose interest in contracts, 318.Directors' service contracts to be open to inspection, 319.Director's contract of employment for more than 5 years. 41. 99 ff, 116.Application of ss. Supplementary Provisions in Connection with Disqualification Orders. company documents, Punishment for furnishing false information, Consequence of order imposing restrictions, Punishment for attempted evasion of restrictions, Further provisions on sale by court order of restricted shares, Order on application of Secretary of State, Provisions as to petitions and orders under this Part, Power of incorporated company to create floating charge, Continued effect of certain charges validated by Act of 1972, Agency and liability of receiver for contracts. Act structured to facilitate its use in relation to most common type of company. 79 of 1965) Date of coming into operation : [Throughout Malaysia 15 April 1966, P.U. for sale deemed a prospectus, Rule governing what is an " offer to the public ", Prospectus containing statement by expert, Registration requirement applicable in all cases, Additional requirements in case of prospectus issued generally, Directors, etc. Summoning of persons suspected of having company property, etc. 52.Paragraphs 53 to 57 require information which either supplements the... 53.Separate statement of certain items of income and expenditure. (1) This Act may be cited as the Companies Act 1965. 1.For the purposes of this Schedule, " the relevant date... 2.All income tax, corporation tax, capital gains tax and other... 3.Any sums due at the relevant date from the company... 4.Any value added tax due at the relevant date from... 5.The amount of any car tax due at the relevant... 6.Any amount due— (a) by way of general betting duty... 7.All local rates due from the company at the relevant... 8.All the debts specified in section 153(2) of the Social... Debts to and in respect of company's employees. This is the original version (as it was originally enacted). 7. Value " of transactions and arrangements, 342.Criminal penalties for breach of s. 330, 343.Record of transactions not disclosed in company accounts, PART XI Company administration and procedure, 348.Company name to appear outside place of business. Sick Industrial Companies Act, 1985, Securities (Amendment) Act, 2004, Companies Act, 2013 etc. Since the act is a consolidation of several other pieces of legislation it also covers the responsibilities and duties of secretaries and directors. 36. 10. (1) The Registrar shall, subject to this Act, keep such registers as he considers necessary in such form as he thinks fit. You 3. 3. 334 ff, 340." (1) This paragraph applies where the company is a holding... 70.Where a company has subsidiaries whose financial years did not... PART V Special Provisions where the Company is an Investment Company. Definition of subsidiary and holding company 5A. This Act may be cited as the Companies Act, 2011, and shall come into operation on such a date as the Minister may, by notice published in the Gazette, appoint. Assessment of damages against delinquent directors, etc. 305.Directors' names on company correspondence, etc. 7.This Part of this Schedule applies where shares in a... 8.The directors' report with respect to a financial year shall... PART III Disclosure Concerning Employment, etc, of Disabled Persons. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run. (1) To comply with this Part of this Schedule, the... 17.The following provisions of this Act apply for purposes of... PART III Matters to be Disclosed under Section 234 (Recognised Banks). 19. 6.References in this Part of this Schedule to the items... 7.A number in brackets following any item in any of... 8.In the notes following the formats— (a) the heading of... Notes on the profit and loss account formats. in winding up, 299.Disqualification on summary conviction, 300.Disqualification by reference to association with insolvent companies. 10. Provisions interpreting preceding paragraphs, and modifying them in certain cases. Offences by directors of reporting companies. 34. Sole traders, partnerships, limited liability partnerships etc. (1) There must be stated the number, description and amount... 5.The prospectus must state the number and amount of shares... Property acquired or to be acquired by the company. The Schedules you have selected contains over 200 provisions and might take some time to download. 17. Application of Act to existing companies and savings. (1) In the case of a person who is or... 7.Where the official receiver or the Secretary of State intends... 8.On the hearing of an application under section 300 by... PART III Transitional Provisions and Savings from Companies Act 1981, ss. The Act The Companies Act 1985 The United Kingdom Great Britain and Northern Ireland Month Calendar month In writing Written, printed or lithographed or partly one and partly another and other modes of representing or reproducing words in a visible form. 1.If at the end of the financial year the company... 2.The particulars required by paragraph 1 include, with reference to... 3.Paragraph 1 does not require the disclosure of information with... 4.If at the end of its financial year the company... 5.If advantage is taken of paragraph 4, there must be... 6.For purposes of this Part, shares of a body corporate... PART II Shareholdings in Companies Etc. (1) The following applies for the interpretation of paragraphs 22... 34.This Part of this Schedule requires information to be given... PART VI Particulars Relating to Number of Employees Remunerated at Higher Rates. (1) The auditors' special report under paragraph 10 shall include... 23.Subject as above, where the directors rely on section 250... Form and Content of Special Category Accounts. 1 November 2010 by GN 172/2010 (GG 4536) as amended by. Other provisions about directors and officers. 3 —Interpretation of provisions of this Act. of documents delivered to registrar. i Section, 481.Provisions as to information where receiver appointed, 482.Special provisions as to statement submitted to receiver. 18. (2) It extends to the whole of Pakistan. ), 565.Power to arrest absconding contributory, 567.Delegation of powers to liquidator (England and Wales), 569.Orders for calls on contributories (Scotland), 570.Enforcement throughout United Kingdom of orders made in winding up, Resolutions for, and commencement of, voluntary winding up, 572.Circumstances in which company may be wound up voluntarily, 573.Notice of resolution to wind up voluntarily, 575.Effect on business and status of company, 576.Avoidance of share transfers, etc., after winding up resolution, 578.Distinction between " members' " and " creditors'" voluntary winding up, Provisions applicable to a members' voluntary winding up, 580.Company's power to appoint and fix remuneration of liquidator, 581.Power to fill vacancy in office of liquidator, 582.Liquidator accepting shares as consideration for sale of company property, 583.Creditors' meeting in case of insolvency, 584.General company meeting at each year's end, 586.Alternative provision as to company meetings in case of insolvency, Provisions applicable to a creditors' voluntary winding up, 590.Appointment of committee of inspection, 591.Remuneration of liquidator; cesser of directors' powers, 593.Application of s. 582 to creditors' voluntary winding up, 594.Meetings of company and creditors at end of each year, Provisions applicable to every voluntary winding up, 598.Powers and duties of liquidator in voluntary winding up, 599.Appointment or removal of liquidator by the court, 600.Notice by liquidator of his appointment, 601.Arrangement when binding on creditors, 602.Reference of questions and powers to court, 603.Court's power to control proceedings (Scotland), 605.Saving for rights of creditors and contributories, CHAPTER IV Winding up Subject to Supervision of Court, 606.Power to order winding up under supervision, 607.Effect of petition for court supervision, 609.Appointment and removal of liquidators, CHAPTER V Provisions Applicable to Every Mode of Winding up, 611.Debts of all descriptions may be proved, 612.Application of bankruptcy rules (England and Wales), Effect of winding up on antecedent and other transactions, 616.Liabilities and rights of those fraudulently preferred (England and Wales), 618.Disclaimer of onerous property (England and Wales), 619.Further provisions about disclaimer under s. 618, 620.Liability for rentcharge on company's land after disclaimer, 621.Effect of execution or attachment (England and Wales), 622.Duties of sheriff where goods seized in execution (England and Wales), 623.Effect of diligence within 60 days of winding up, Offences of fraud, deception, etc., before and in course of winding up; fraudulent trading and its consequences, 624.Fraud, etc.