Companies Act 2006 overview

2006 c. 46

Part 24— Annual confirmation of accuracy of information on register

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Sections 853A–859

Section 853A— Duty to deliver confirmation statements

  1. 1.

    Every company must, before the end of the period of 14 days after the end of each review period, deliver to the registrar—

    1. (a)

      such information as is necessary to ensure that the company is able to make the statement referred to in paragraph (b), and

    2. (b)

      a statement (a “confirmation statement”) confirming—

      1. (i)

        that the company has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, all of the information that it is required to deliver in relation to the confirmation period concerned under any duty to notify a relevant event (see section 853B),

      2. (ii)

        that the company is delivering to the registrar at the same time as the confirmation statement any information that it is required to deliver by virtue of a duty imposed by any of sections 853BA to 853H, and

      3. (iii)

        in the case of a company’s first statement under this paragraph, that the company has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, any information that it is required to deliver under section 167I, 279I or 790LG (pre-incorporation changes).

  2. 2.

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  3. 3.

    In this Part “confirmation period”—

    1. (a)

      in relation to a company's first confirmation statement, means the period beginning with the day of the company's incorporation and ending with the date specified in the statement (“the confirmation date”);

    2. (b)

      in relation to any other confirmation statement of a company, means the period beginning with the day after the confirmation date of the last such statement and ending with the confirmation date of the confirmation statement concerned.

  4. 4.

    The confirmation date of a confirmation statement must be no later than the last day of the review period concerned.

  5. 5.

    For the purposes of this Part, each of the following is a review period—

    1. (a)

      the period of 12 months beginning with the day of the company's incorporation;

    2. (b)

      each period of 12 months beginning with the day after the end of the previous review period.

  6. 6.

    But where a company delivers a confirmation statement with a confirmation date which is earlier than the last day of the review period concerned, the next review period is the period of 12 months beginning with the day after the confirmation date.

  7. 7.

    For the purpose of making a confirmation statement a company is entitled to assume that information that has been delivered to the registrar has been properly delivered unless the registrar has notified the company otherwise.

Section 853B— Duties to notify a relevant event

The following duties are duties to notify a relevant event—

  1. (a)

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  2. (b)

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  3. (c)

    the duty to give notice of a change as mentioned in section 167G or 167H (changes in directors or required information about a director);

  4. (d)

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  5. (e)

    the duty to give notice of a change as mentioned in section 279G or 279H (change in secretary or joint secretaries or in required information about a secretary or joint secretary);

  6. (f)

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  7. (fa)

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  8. (g)

    the duty to deliver anything as mentioned in section 790LA, 790LC, 790LD, 790LE, 790LF, 790LG or 790LH (information about persons with significant control);

  9. (h)

    in the case of a company which, in accordance with regulations under section 1136, keeps any company records at a place other than its registered office, any duty under the regulations to give notice of a change in the address of that place.

Section 853BA— Duty to confirm lawful purpose

Where a company makes a confirmation statement it must at the same time deliver to the registrar a statement that the intended future activities of the company are lawful.

Section 853C— Duty to notify a change in company's principal business activities

  1. 1.

    This section applies where—

    1. (a)

      a company makes a confirmation statement, and

    2. (b)

      there has been a change in the company's principal business activities during the confirmation period concerned.

  2. 1A.

    This section also applies where—

    1. (a)

      a company makes its first confirmation statement, and

    2. (b)

      by the time of its incorporation, the company’s principal business activities had changed from those specified in the statement under section 9(5)(c).

  3. 2.

    The company must give notice to the registrar of the change at the same time as it delivers the confirmation statement.

  4. 3.

    The information as to the company's new principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities.

Section 853CA— Duty to notify a change in registered office

  1. 1.

    This section applies where—

    1. (a)

      a company makes a confirmation statement,

    2. (b)

      the company’s registered office is not at an appropriate address within the meaning given by section 86(2), and

    3. (c)

      the company has not given a notice under section 87 (change of registered office) that is awaiting registration by the registrar.

  2. 2.

    The company must deliver a notice under section 87 at the same time as it delivers the confirmation statement.

Section 853CB— Duty to notify a change in registered email address

  1. 1.

    This section applies where—

    1. (a)

      a company makes a confirmation statement,

    2. (b)

      the company’s registered email address is not an appropriate email address within the meaning given by section 88A(2), and

    3. (c)

      the company has not given a notice under section 88B (change of registered email address) that is awaiting registration by the registrar.

  2. 2.

    The company must deliver a notice under section 88B at the same time as it delivers the confirmation statement.

Section 853D— Duty to deliver statement of capital

  1. 1.

    This section applies where a company having a share capital makes a confirmation statement.

  2. 2.

    The company must deliver a statement of capital to the registrar at the same time as it delivers the confirmation statement.

  3. 3.

    Subsection (2) does not apply if there has been no change in any of the matters required to be dealt with by the statement of capital since the last such statement was delivered to the registrar.

  4. 4.

    The statement of capital must state with respect to the company's share capital at the confirmation date—

    1. (a)

      the total number of shares of the company,

    2. (b)

      the aggregate nominal value of those shares,

    3. (c)

      the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

    4. (d)

      for each class of shares—

      1. (i)

        prescribed particulars of the rights attached to the shares,

      2. (ii)

        the total number of shares of that class, and

      3. (iii)

        the aggregate nominal value of shares of that class.

Section 853E— Duty to notify trading status of shares

  1. 1.

    This section applies where a company having a share capital makes a confirmation statement.

  2. 2.

    The company must deliver to the registrar a statement dealing with the matters mentioned in subsection (4) at the same time as it delivers the confirmation statement.

  3. 3.

    Subsection (2) does not apply if and to the extent that the last statement delivered to the registrar under this section applies equally to the confirmation period concerned.

  4. 4.

    The matters are—

    1. (a)

      whether any of the company's shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom, and

    2. (b)

      if so, whether both of the conditions mentioned in subsection (5) were satisfied throughout the confirmation period concerned.

  5. 5.

    The conditions are that—

    1. (a)

      there were shares of the company which were shares admitted to trading on a relevant market;

    2. (b)

      the company was a DTR5 issuer.

  6. 6.

    In this Part— “DTR5 issuer” means an issuer to which Chapter 5 of the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (as amended or replaced from time to time) applies; “relevant market” means— a recognised investment exchange, as defined in section 285(1)(a) (exemption for recognised exemption exchanges and clearance houses) of the Financial Services and Markets Act 2000 (“the Act”); and any other market which is a UK regulated market or an EU regulated market,but not an overseas investment exchange, as defined by section 313 (interpretation of Part 18) of the Act.

Section 853F— Duty to deliver shareholder information: non-traded companies

  1. 1.

    This section applies where—

    1. (a)

      a non-traded company makes a confirmation statement, ...

    2. (b)

      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  2. 2.

    A “non-traded company” is a company none of whose shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom.

  3. 3.

    The company must deliver the information falling within subsection (5) to the registrar at the same time as it delivers the confirmation statement.

  4. 4.

    Subsection (3) does not apply if and to the extent that the information most recently delivered to the registrar under this section applies equally to the confirmation period concerned.

  5. 5.

    The information is—

    1. (a)

      the name (as it appears in the company's register of members) of every person who was at any time during the confirmation period a member of the company,

    2. (b)

      the number of shares of each class held at the end of the confirmation date concerned by each person who was a member of the company at that time,

    3. (c)

      the number of shares of each class transferred during the confirmation period concerned by or to each person who was a member of the company at any time during that period, and

    4. (d)

      the dates of registration of those transfers.

  6. 6.

    The registrar may impose requirements about the form in which information of the kind mentioned in subsection (5)(a) is delivered for the purpose of enabling the entries on the register relating to any given person to be easily found.

Section 853G— Duty to deliver shareholder information: certain traded companies

  1. 1.

    This section applies where a traded company makes a confirmation statement.

  2. 2.

    A “traded company” is a company any of whose shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom.

  3. 3.

    But a company is not a traded company if throughout the confirmation period concerned—

    1. (a)

      there were shares of the company which were shares admitted to trading on a relevant market, and

    2. (b)

      the company was a DTR5 issuer.

  4. 4.

    The company must deliver the information falling within subsection (6) to the registrar at the same time as it delivers the confirmation statement.

  5. 5.

    Subsection (4) does not apply if and to the extent the information most recently delivered to the registrar under this section applies equally to the confirmation period concerned.

  6. 6.

    The information is—

    1. (a)

      the name and address (as they appear in the company's register of members) of each person who, at the end of the confirmation date concerned, held at least 5% of the issued shares of any class of the company, and

    2. (b)

      the number of shares of each class held by each such person at that time.

Section 853H— Duty to deliver information about exemption from Part 21A

  1. 1.

    This section applies where a company ... to which Part 21A does not apply (information about people with significant control, see section 790B), makes a confirmation statement.

  2. 2.

    The company must deliver to the registrar a statement of the fact that it is a company to which Part 21A does not apply at the same time as it delivers the confirmation statement.

  3. 2A.

    The statement under subsection (2) must specify—

    1. (a)

      whether the company falls within the description specified in section 790B(1)(a) or a description specified in regulations under section 790B(1)(b), and

    2. (b)

      if it falls within a description specified in regulations under section 790B(1)(b), what that description is.

  4. 3.

    Subsection (2) does not apply if the last statement delivered to the registrar under this section applies equally to the confirmation period concerned.

Section 853I— Duty to deliver information about people with significant control

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Section 853J— Power to amend duties to deliver certain information

  1. 1.

    The Secretary of State may by regulations make provision about the duties on a company in relation to the delivery of information falling within section 853E(4), 853F(5), 853G(6) or 853H(2) (referred to in this section as “relevant information”).

  2. 2.

    The regulations may, in particular, make provision requiring relevant information to be delivered—

    1. (a)

      on such occasions as may be prescribed;

    2. (b)

      at such intervals as may be prescribed.

  3. 3.

    The regulations may amend or repeal the provisions of sections 853A, 853B and 853E to 853H.

  4. 4.

    The regulations may provide—

    1. (a)

      that where a company fails to comply with any duty to deliver relevant information an offence is committed by—

      1. (i)

        the company, and

      2. (ii)

        every officer of the company who is in default;

    2. (b)

      that a person guilty of such an offence is liable on summary conviction—

      1. (i)

        in England and Wales, to a fine and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale;

      2. (ii)

        in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale;

    3. (c)

      that, in the case of continued contravention, an offence is also committed by every officer of the company who did not commit an offence under provision made under paragraph (a) in relation to the initial contravention but who is in default in relation to the continued contravention;

    4. (d)

      that a person guilty of such an offence is liable on summary conviction—

      1. (i)

        in England and Wales, to a fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale for each day on which the contravention continues and the person is in default;

      2. (ii)

        in Scotland or Northern Ireland, to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and the person is in default.

  5. 5.

    The regulations may provide that, for the purposes of any provision made under subsection (4), a shadow director is to be treated as a director.

  6. 6.

    Regulations under this section are subject to affirmative resolution procedure.

Section 853K— Confirmation statements: power to make further provision by regulations

  1. 1.

    The Secretary of State may by regulations make further provision as to the duties to deliver information to the registrar to which a confirmation statement is to relate.

  2. 2.

    The regulations may—

    1. (a)

      amend or repeal the provisions of sections 853A to 853H , and

    2. (b)

      provide for exceptions from the requirements of those sections as they have effect from time to time.

  3. 3.

    Regulations under this section which provide that a confirmation statement must relate to a duty to deliver information not for the time being mentioned in section 853A(1)(b) are subject to affirmative resolution procedure.

  4. 4.

    Any other regulations under this section are subject to negative resolution procedure.

Section 853L— Failure to deliver confirmation statement

  1. 1.

    If a company fails to deliver a confirmation statement before the end of the period of 14 days after the end of a review period an offence is committed by—

    1. (a)

      the company, and

    2. (b)

      every officer of the company who is in default.

    For this purpose a shadow director is treated as a director.

  2. 2.

    A person guilty of an offence under subsection (1) is liable on summary conviction—

    1. (a)

      in England and Wales to a fine, and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale;

    2. (b)

      in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

  3. 3.

    The contravention continues until such time as a confirmation statement specifying a confirmation date no later than the last day of the review period concerned is delivered by the company to the registrar.

  4. 4.

    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  5. 5.

    In the case of continued contravention, an offence is also committed by every officer of the company who did not commit an offence under subsection (1) in relation to the initial contravention but who is in default in relation to the continued contravention.

  6. 6.

    A person guilty of an offence under subsection (5) is liable on summary conviction—

    1. (a)

      in England and Wales, to a fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale for each day on which the contravention continues and the person is in default;

    2. (b)

      in Scotland or Northern Ireland, to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and the person is in default.

Section 854— Duty to deliver annual returns

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Section 855— Contents of annual return: general

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Section 855A— Required particulars of directors and secretaries

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Section 856— Contents of annual return: information about shares and share capital

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Section 856A— Contents of annual return: information about shareholders: non-traded companies

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Section 856B— Contents of annual return: information about shareholders: certain traded companies

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Section 857— Contents of annual return: power to make further provision by regulations

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Section 858— Failure to deliver annual return

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Section 859— Application of provisions to shadow directors

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