Companies Act 1967 (repealed)

Subject to the provisions of this section, where, at the end of its financial year, a company has subsidiaries, there shall, in the case of each subsidiary, be stated in, or in a note on, or statement annexed to, the company's accounts laid before it in general meeting—

For the purposes of the foregoing subsection, shares of a body corporate shall be treated as being held, or as not being held, by another such body if they would, by virtue of section 154(3) of the principal Act, be treated as being held or, as the case may be, as not being held by that other body for the purpose of determining whether the first-mentioned body is its subsidiary; and the particulars required by the foregoing subsection shall include, with reference to the proportion of the nominal value of the issued shares of a class represented by shares held by a company, a statement of the extent (if any) to which it consists in shares held by, or by a nominee for, a subsidiary of the company and the extent (if any) to which it consists in shares held by, or by a nominee for, the company itself.

Subsection (1) of this section shall not require the disclosure of information with respect to a body corporate which is the subsidiary of another and is incorporated outside the United Kingdom or, being incorporated in the United Kingdom, carries on business outside the United Kingdom if the disclosure would, in the opinion of the directors of that other, be harmful to the business of that other or of any of its subsidiaries and the Board of Trade agree that the information need not be disclosed.

If, in the opinion of the directors of a company having, at the end of its financial year, subsidiaries, the number of them is such that compliance with subsection (1) of this section would result in particulars of excessive length being given, compliance with that subsection shall not be requisite except in the case of the subsidiaries carrying on the businesses the results of the carrying on of which, in the opinion of the directors, principally affected the amount of the profit or loss of the company and its subsidiaries or the amount of the assets of the company and its subsidiaries.

Where, in the case of a company, advantage is taken of the last foregoing subsection.—

If a company fails to satisfy an obligation imposed on it by the last foregoing subsection to annex particulars to a return, the company and every officer of the company who is in default shall be liable to a default fine.

Subject to the provisions of this section, if, at the end of its financial year, a company holds shares of any class comprised in the equity share capital of another body corporate (not being its subsidiary) exceeding in nominal value one tenth of the nominal value of the issued shares of that class, there shall be stated in, or in a note on, or statement annexed to, the accounts of the company laid before it in general meeting—

If, at the end of its financial year, a company holds shares in another body corporate (not being its subsidiary) and the amount of all the shares therein which it holds (as stated or included in its accounts laid before it in general meeting) exceeds one tenth of the amount of its assets (as so stated), there shall be stated in, or in a note on, or statement annexed to, those accounts—

Neither of the foregoing subsections shall require the disclosure by a company of information with respect to another body corporate if that other body is incorporated outside the United Kingdom or, being incorporated in the United Kingdom, carries on business outside the United Kingdom if the disclosure would, in the opinion of the directors of the company, be harmful to the business of the company or of that other body and the Board of Trade agree that the information need not be disclosed.

If, at the end of its financial year a company falls within subsection (1) of this section in relation to more bodies corporate than one, and the number of them is such that, in the opinion of the directors, compliance with that subsection would result in particulars of excessive length being given, compliance with that subsection shall not be requisite except in the case of the bodies carrying on the businesses the results of the carrying on of which, in the opinion of the directors, principally affected the amount of the profit or loss of the company or the amount of its assets.

Where, in the case of a company, advantage is taken of the last foregoing subsection.—

If a company fails to satisfy an obligation imposed on it by the last foregoing subsection to annex particulars to a return, the company and every officer of the company who is in default shall be liable to a default fine.

For the purposes of this section, shares of a body corporate shall be treated as being held, or as not being held, by another such body if they would, by virtue of section 154(3) of the principal Act (but on the assumption that paragraph (b) (ii) had been omitted therefrom), be treated as being held or, as the case may be, as not being held by that other body for the purpose of determining whether the first-mentioned body is its subsidiary.

In this section " equity share capital " has the meaning assigned to it by section 154(5) of the principal Act.

Subject to the following subsection, where, at the end of its financial year, a company is the subsidiary of another body corporate, there shall be stated in, or in a note on, or statement annexed to, the company's accounts laid before it in general meeting the name of the body corporate regarded by the directors as being the company's ultimate holding company and, if known to them, the country in which it is incorporated.

The foregoing subsection shall not require the disclosure by a company which carries on business outside the United Kingdom of information with respect to the body corporate regarded by the directors as being its ultimate holding company if the disclosure would, in their opinion, be harmful to the business of that holding company or of the first-mentioned company or any other of that holding company's subsidiaries and the Board of Trade agree that the information need not be disclosed.

In any accounts of a company laid before it in general meeting, or in a statement annexed thereto, there shall, so far as the information is contained in the company's books and papers or the company has the right to obtain it from the persons concerned.—

If, of the directors of a company (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), the emoluments of one only (so far as ascertainable from information contained in the company's books and papers or obtainable by right by the company from him) exceed the relevant amount, his emoluments (so far as so ascertainable) shall also be shown in the said accounts or in a statement annexed thereto ; and if, of the directors of a company (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), the emoluments (so far as so ascertainable) of each of two or more exceed the relevant amount, the emoluments (so far as so ascertainable) of him (or them, in the case of equality) who had the greater or, as the case may be, the greatest shall also be shown in the said accounts or in a statement annexed thereto.

For the purposes of this section there shall be brought into account as emoluments of any person all such amounts (other than contributions paid in respect of him under any pension scheme) as in his case are, by virtue of section 196 of the principal Act (disclosure of aggregates of directors' salaries, pensions, &c), required to be included in the amount shown under subsection (1)(a) of that section.

If, in the case of any accounts, the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in their report thereon, so far as they are reasonably able to do so, a statement giving the required particulars.

In section 198 of the principal Act (general duty to make disclosure for the purposes of sections 195 to 197), the reference in subsection (1) to sections 195 and 196 of that Act and the reference in subsection (3) to the said section 196 shall each be construed as including a reference to this section.

A company which is neither a holding company nor a subsidiary of another body corporate shall not be subject to the requirements of this section as respects a financial year in the case of which the amount shown in its accounts under section 196(1)(a) of the principal Act does not exceed £7,500.

In this section—

In any accounts of a company laid before it in general meeting, or in a statement annexed thereto, there shall be shown, so far as the information is contained in the company's books and papers or the company has the right to obtain it from the persons concerned.—

For the purposes of this section—

Subsections (4), (5) and (6) of the last foregoing section shall, with the substitution, for references to that section, of references to this section, apply for the purposes of this section as they apply for the purposes of that section.

In any accounts of a company laid before it in general meeting, or in a statement annexed thereto, there shall be shown by reference to each pair of adjacent points on a scale whereon the lowest point is £10,000 and the succeeding ones are successive integral multiples of £2,500 beginning with that in the case of which the multiplier is five, the number (if any) of persons in the company's employment whose several emoluments exceeded the lower point but did not exceed the higher, other than.—

For the purposes of this section, a person's emoluments shall include any paid to or receivable by him from the company, the company's subsidiaries and any other person in respect of his services as a person in the employment of the company or a subsidiary thereof or as a director of a subsidiary thereof (except sums to be accounted for to the company or any of its subsidiaries) and " emoluments ", in relation to a person, includes fees and percentages, any sums paid by way of expenses allowance in so far as those sums are charged to United Kingdom income tax, and the estimated money value of any other benefits received by him otherwise than in cash.

The amounts to be brought into account for the purpose of complying with subsection (1) above as respects a financial year shall be the sums receivable in respect of that year, whenever paid, or, in the case of sums not receivable in respect of a period, the sums paid during that year, so, however, that where— those sums shall, to the extent to which the liability is released or not enforced or they are charged as aforesaid, as the case may be, be brought into account for the purpose of complying with subsection (1) above on the first occasion on which it is practicable to do so.

If, in the case of any accounts, the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in their report thereon, so far as they are reasonably able to do so, a statement giving the required particulars.

References in subsection (2) above to a company's subsidiary—

None of the following provisions of this Act, namely, sections 3 to 9 and Schedule 1, shall apply to a balance sheet, profit and loss account or group accounts of a company laid before it in general meeting in respect of a financial year ending before that provision comes into operation.

In relation to the first balance sheet of a company laid before it in general meeting in respect of a financial year ending after the coming into operation of section 9 of, and Schedule 1 to, this Act, paragraph 11(11) of Schedule 8 to the principal Act shall not have effect so as to require there to be shown corresponding amounts at the end of the immediately preceding financial year of items which, but for this Act, would not have had to be shown in the balance sheet.

In relation to the first profit and loss account of a company laid before it in general meeting in respect of a financial year ending after the coming into operation of section 9 of, and Schedule 1 to, this Act, paragraph 14(5) of the said Schedule 8 shall not have effect so as to require there to be shown corresponding amounts for the immediately preceding financial year of items which, but for this Act, would not have had to be shown in the profit and loss account.

A company which, immediately before section 9 of, and Schedule 1 to, this Act come into operation is entitled to the benefit of paragraph 25 of the said Schedule 8 shall, notwithstanding that, by reason of the amendment by this Act of that paragraph, it ceases to be one to which that paragraph applies, be entitled to the benefit of that paragraph as respects any balance sheet and profit and loss account laid before it in general meeting in respect of a financial year ending before the said section 9 and Schedule 1 come into operation.

In this section, " item " does not include one required to be shown by section 6, 7 or 8 of this Act.

Where an item required by section 196 of the principal Act or section 6, 7 or 8 of this Act to be shown in a company's accounts or in a statement annexed is, in the case of a financial year, shown in such a statement, the corresponding amount for the immediately preceding financial year shall be included in that statement.

If any person being a director of a company fails to take all reasonable steps to secure compliance with the provisions of the foregoing subsection, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding £200: Provided that—

The power of the Board of Trade under section 454(1) of the principal Act by regulations made by statutory instrument to alter or add to the requirements of that Act as to the matters to be stated in a company's balance sheet, profit and loss account and group accounts, and in particular those of Schedule 8 to that Act, shall include power, by regulations so made—

Regulations may be made by virtue of the foregoing subsection with respect to banking and discount companies generally or to any class of such companies; and—

For the purposes of subsection (3) of the said section 454 (which precludes the making, under subsection (1) thereof, of regulations rendering more onerous the requirements aforesaid unless a draft of the instrument containing the regulations has been laid before Parliament and approved by resolution of each House of Parliament), regulations made by virtue of subsection (1) above shall be deemed to render the said requirements more onerous.

Notwithstanding subsection (1) of section 161 of the principal Act (disqualifications for appointment as auditor) but subject to subsections (2) to (4) thereof, a person shall be qualified for appointment as auditor of a company in the case of which, at the time of his appointment, the following condition is satisfied, namely, that no shares or debentures of the company, or of a body corporate of which it is the subsidiary, have been quoted on a stock exchange (whether in Great Britain or elsewhere) or offered (whether in Great Britain or elsewhere) to the public for subscription or purchase, if he is for the time being authorised by the Board of Trade to be appointed auditor of a company in whose case at that time that condition is satisfied as having throughout the period of twelve months ending 3rd November 1966 been wholly or mainly occupied in practising as an accountant (otherwise than as the employee of another person) and on that day been the duly appointed auditor of a company that was then an exempt private company within the meaning of the principal Act.

Notwithstanding the repeal of the proviso to section 161(1) of the principal Act, a person who, at the time when the repeal takes effect, is auditor of an exempt private company within the meaning of the principal Act shall, subject to subsections (2) to (4) of that section, be qualified for appointment as auditor of that company until the expiration of the period of twelve months beginning with the day on which the repeal takes effect, provided that the condition mentioned in the foregoing subsection with respect to shares and debentures is satisfied at the time of his appointment.

A person shall not, by virtue of subsection (2)(b) or (3) of section 161 of the principal Act, be disqualified for appointment as auditor of a company at any time during the period of three years beginning with the day on which this subsection comes into operation if, on that day, he is a duly appointed auditor thereof, the condition mentioned in subsection (1) above with respect to shares and debentures is satisfied at the time of his appointment and, if this Act had not passed, the said subsection (3) would not operate to disqualify him for appointment.

A person shall not be authorised under section 161(1)(b) of the principal Act by the Board of Trade to be appointed as auditor of a company as having before the 6th August 1947 practised in Great Britain as an accountant unless he has made an application in that behalf to the Board of Trade before the date on which this subsection comes into operation.

In section 55(1) of the principal Act (construction of references to offering shares or debentures to the public), the first reference to that Act shall be construed as including a reference to subsection (1) of this section.

In subsections (1) to (3) of this section, " company " does not include a company that carries on business as the promoter of a trading stamp scheme within the meaning of the Trading Stamps Act 1964.

The auditors of a company shall make a report to the members on the accounts examined by them, and on every balance sheet, every profit and loss account and all group accounts laid before the company in general meeting during their tenure of office.

The auditors' report shall be read before the company in general meeting and shall be open to inspection by any member.

The report shall—

It shall be the duty of the auditors of a company, in preparing their report under this section, to carry out such investigations as will enable them to form an opinion as to the following matters, that is to say.— and if the auditors are of opinion that proper books of account have not been kept by the company or that proper returns adequate for their audit have not been received from branches not visited by them, or if the balance sheet and (unless it is framed as a consolidated profit and loss account) profit and loss account are not in agreement with the books of account and returns, the auditors shall state that fact in their report.

Every auditor of a company shall have a right of access at all times to the books and accounts and vouchers of the company, and shall be entitled to require from the officers of the company such information and explanation as he thinks necessary for the performance of the duties of the auditors.

If the auditors fail to obtain all the information and explanations which, to the best of their knowledge and belief, are necessary for the purposes of their audit, they shall state that fact in their report.

The auditors of a company shall be entitled to attend any general meeting of the company and to receive all notices of, and other communications relating to, any general meeting which any member of the company is entitled to receive, and to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as auditors.

The foregoing provisions of this section shall have effect in place of section 162 of, and Schedule 9 to, the principal Act, and, accordingly.—

The directors' report shall state the names of the persons who, at any time during the financial year, were directors of the company and the principal activities of the company and of its subsidiaries in the course of that year and any significant change in those activities in that year, and shall also—

As respects a company entitled to the benefit of any provision contained in Part I11 (exceptions for special classes of company) of Schedule 8 to the principal Act, the foregoing subsection shall have effect as if paragraph (a) were omitted.

The references, in paragraph (c) of subsection (1) above, to a contract do not include references to a director's contract of service or to a contract between the company and another body corporate, being a contract in which a director of the company has or had an interest by virtue only of his being a director of that other body.

An interest in shares or debentures which, under the provisions of this Part of this Act referred to in paragraph (e) of subsection (1) above, falls to be treated as being the interest of a director shall be so treated for the purposes of that paragraph, and the references in that paragraph to the time when a person became a director shall, in the case of a person who became a director on more than one occasion, be construed as referring to the time when he first became a director.

If, in the course of a financial year, a company (being one subject to the requirements of paragraph 13a of Schedule 8 to the principal Act but not being one that has subsidiaries at the end of that year and submits in respect of that year group accounts prepared as consolidated accounts) has carried on business of two or more classes (other than banking or discounting or a class prescribed for the purposes of sub-paragraph (2) of that paragraph) that, in the opinion of the directors, differ substantially from each other, there shall be contained in the director's report relating to that year a statement of—

For the purposes of this section, classes of business which, in the opinion of the directors, do not differ substantially from each other shall be treated as one class.

If, at the end of a financial year, a company does not have subsidiaries, there shall be contained in the directors' report relating to that year a statement of—

If, at the end of a financial year, a company has subsidiaries, there shall be contained in the directors' report relating to that year a statement of—

The number to be stated under subsection (1)(a) above shall be the quotient derived by dividing, by the number of weeks in the financial year, the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed in the week (whether throughout it or not) by the company and adding up the numbers ascertained, and the number to be stated under subsection (2)(a) above shall be the quotient derived by dividing, by the number of weeks in the financial year, the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed between them in the week (whether throughout it or not) by the company and its subsidiaries and adding up the numbers ascertained.

The remuneration to be taken into account for the purposes of subsections (1)(b) and (2)(b) above is the gross remuneration paid or payable in respect of the financial year; and for this purpose " remuneration " shall include bonuses (whether payable under contract or not).

This section shall not apply to a company if the number that, but for this subsection, would fall to be stated under subsection (1)(a) or (2)(a) above is less than 100, nor shall it apply to a company that is a wholly owned subsidiary of a company incorporated in Great Britain.

For the purposes of this section, no regard shall be had to a person who worked wholly or mainly outside the United Kingdom.

In this section, " wholly owned subsidiary " shall be construed in accordance with section 150(4) of the principal Act.

If a company (not being the wholly owned subsidiary of a company incorporated in Great Britain) has, in a financial year, given money for political purposes or charitable purposes or both, there shall (if it exceeded £50 in amount) be contained in the directors' report relating to that year, in the case of each of the purposes for which money has been given, a statement of the amount of money given therefor and, in the case of political purposes for which money has been given, the following particulars, so far as applicable, namely—

The foregoing subsection shall not have effect in the case of a company which, at the end of a financial year, has subsidiaries which have, in that year, given money as mentioned in the foregoing subsection, but is not itself the wholly owned subsidiary of a company incorporated in Great Britain; but in such a case there shall (if the amount of money so given in that year by the company and the subsidiaries between them exceeds £50) be contained in the directors' report relating to that year, in the case of each of the purposes for which money has been given by the company and the subsidiaries between them, a statement of the amount of money given therefor and, in the case of political purposes for which money has been given, the like particulars, so far as applicable, as are required by the foregoing subsection.

For the purposes of this section a company shall be treated as giving money for political purposes if, directly of indirectly.—

For the purposes of this section, money given for charitable purposes to a person who, when it was given, was ordinarily resident outside the United Kingdom shall be left out of account.

In this section, " charitable purposes " means purposes which are exclusively charitable and " wholly owned subsidiary " shall be construed in accordance with section 150(4) of the principal Act; and, as respects Scotland, " charitable " shall be construed in the same way as if it were contained in the Income Tax Acts.

If, at the end of a financial year, a company subject to the requirements of paragraph 13a of Schedule 8 to the principal Act whose business consists in, or includes, the supplying of goods does not have subsidiaries, then, unless the turnover for that year (so far as stated in the accounts in respect of that year in pursuance of that paragraph) does not exceed £50,000, there shall be contained in the directors' report relating to that year—

If, at the end of a financial year, a company has subsidiaries, then, except in a case in which neither the business of the company nor that of any of the subsidiaries consists in, or includes, the supplying of goods, or a case in which the company submits in respect of that year group accounts prepared as consolidated accounts in respect of itself and all its subsidiaries and the turnover (so far as stated therein in pursuance of the said paragraph 13A) does not exceed £50,000, there shall be included in the directors' report relating to that year—

For the purposes of this section, goods exported by a company as the agent of another person shall be disregarded.

The foregoing provisions of this section shall not require the disclosure of information in the director's report of a company if the directors thereof satisfy the Board of Trade that it is in the national interest that the information should not be disclosed.

In the foregoing subsection—

For the purposes of this section, a person in accordance with whose directions or instructions the directors of a company are accustomed to act shall be deemed to be a director of the company.

Nothing in this section shall be taken to penalize a person who buys a right to subscribe for shares in, or debentures of, a body corporate or buys debentures of a body corporate that confer upon the holder thereof a right to subscribe for, or to convert the debentures (in whole or in part) into, shares of the body.

Subject to the provisions of this section, every company shall keep at an appropriate place— and all copies and memorandums kept by a company in pursuance of this subsection shall be kept at the same place.

The following shall, as regards a company, be appropriate places for the purposes of the foregoing subsection, namely.—

Every company shall send notice to the registrar of companies of the place where copies and memorandums required by subsection (1) above to be kept by it are kept and of any change in that place, save in a case in which they have at all times been kept at its registered office.

Every copy and memorandum required to be kept by subsection (1) above shall, during business hours (subject to such reasonable restrictions as the company may in general meeting impose, so that not less than two hours in each day be allowed for inspection), be open to the inspection of any member of the company without charge.

If default is made in complying with subsection (1) above or if an inspection required under the last foregoing subsection is refused, the company and every officer of the company who is in default shall be liable to a fine not exceeding £500 and further to a default fine ; and, if default is made for fourteen days in complying with subsection (3) above, the company and every officer of the company who is in default shall be liable to a default fine.

In the case of a refusal of an inspection required under subsection (4) above of a copy or memorandum, the court may by order compel an immediate inspection thereof.

Subsection (1) of this section shall apply to a variation of a director's contract of service with a company as it applies to the contract.

This section shall not require there to be kept—

Subject to the provisions of this section and to any exceptions for which provision may be made by regulations made by the Board of Trade by statutory instrument.—

The rules set out in the next following section shall have effect for the interpretation of, and otherwise in relation to, the foregoing subsection.

The following provisions shall have effect with respect to the periods within which obligations imposed by subsection (1) above on persons must be fulfilled by them, that is to say.—

In the case of a person who is a director of a company at the time when this section comes into operation, paragraph (b) of subsection (1) above shall not require the notification by him of the occurrence of an event before that time; and that paragraph shall not require the notification by a person of the occurrence of an event whose occurrence comes to his knowledge after he has ceased to be a director.

Where an event of whose occurrence a director is, by virtue of sub-paragraph (i) of subsection (1)(b) above under obligation to notify a company consists in his entering into a contract for the purchase by him of shares or debentures, the obligation shall be taken not to be discharged in the absence of inclusion in the notice of a statement of the price to be paid by him under the contract, and an obligation imposed on a director by virtue of sub-paragraph (ii) of that subsection shall be taken not to be discharged in the absence of inclusion in the notice of the price to be received by him under the contract.

An obligation imposed on a director by virtue of sub-paragraph (iii) of subsection (1)(b) above to notify a company shall be taken not to be discharged in the absence of inclusion in the notice of a statement of the consideration for the assignment (or, if it be the case that there is no consideration, that fact), and where an event of whose occurrence a director is, by virtue of sub-paragraph (iv) of that subsection under obligation to notify a company consists in his assigning a right, the obligation shall be taken not to be discharged in the absence of inclusion in the notice of a similar statement.

Where an event of whose occurrence a director is, by virtue of sub-paragraph (iv) of subsection (1)(b) above, under obligation to notify a company consists in the grant to him of a right to subscribe for shares or debentures, the obligation shall not be taken to be discharged in the absence of inclusion in the notice of a statement of the date on which the right was granted, the period during which or time at which the right is exercisable, the consideration for the grant (or, if it be the case that there is no consideration, that fact) and the price to be paid for the shares or debentures; and where an event of whose occurrence a director is, by virtue of that sub-paragraph, under obligation to notify a company consists in the exercise of a right granted to him to subscribe for shares or debentures, the obligation shall be taken not to be discharged in the absence of inclusion in the notice of a statement of the number of shares or amount of debentures in respect of which the right was exercised and, if it be the case that they were registered in his name, that fact, and, if not, the name or names of the person or persons in whose name or names they were registered, together (if they were registered in the names of two persons or more) with the number or amount thereof registered in the name of each of them.

A person who fails to fulfil, within the proper period, an obligation to which he is subject by virtue of subsection (1) above, or who, in purported fulfilment of an obligation to which he is so subject, makes to a company a statement which he knows to be false or recklessly makes to a company a statement which is false, shall be guilty of an offence and liable—

An obligation imposed by this section shall be treated as not being fulfilled unless the notice by means of which it purports to be fulfilled is expressed to be given to fulfilment of that obligation.

Proceedings in respect of an offence under this section shall not, in England or Wales, be instituted except by, or with the consent of, the Board of Trade or the Director of Public Prosecutions.

For the purposes of this section, a person in accordance with whose directions or instructions the directors of a company are accustomed to act shall be deemed to be a director of the company.

In reckoning, for the purposes of subsection (3) above, any period of fourteen days, a day that is a Saturday or Sunday or a bank holiday in any part of Great Britain shall be disregarded.

Nothing in this section shall operate so as to impose an obligation with respect to shares in a body corporate which is the wholly owned subsidiary of another body corporate; and for this purpose a body corporate shall be deemed to be the wholly owned subsidiary of another if it has no members but that other and that other's wholly owned subsidiaries and its or their nominees.

This and the two following sections shall have effect in place of section 195 (register of directors' shareholdings, &c.) of the principal Act and of so much of section 198 (general duty to make disclosure for the purposes of sections 195 to 197) of that Act as relates to section 195, and that section and so much of section 198 as relates thereto shall, accordingly, cease to have effect.

References to a person's being interested in shares in, or debentures of, a company shall, subject to the following rules, be construed so as not to exclude an interest on the ground of its remoteness or the manner in which it arises or by reason of the fact that the exercise of a right conferred by ownership thereof is, or is capable of being made, in any way subject to restraint or restriction.

A person who has an interest under a trust whereof the property comprises shares or debentures (other than a discretionary interest) shall be deemed to be interested in the shares or debentures.

A person shall be deemed to be interested in shares or debentures if a body corporate is interested in them and—

A person shall be deemed to be interested in shares in, or debentures of, a company if—

Persons having a joint interest shall be deemed each of them to have that interest.

It is immaterial that shares or debentures in which a person has an interest are unidentifiable.

So long as a person is entitled to receive, during the lifetime of himself or another, income from trust property comprising shares or debentures, an interest in the shares or debentures in reversion or remainder, or (as regards Scotland) in fee, shall be disregarded.

A person shall be treated as uninterested in shares or debentures if, and so long as, he holds them under the law in force in England and Wales as a bare trustee or as a custodian trustee or under the law in force in Scotland as a simple trustee.

There shall be disregarded an interest of a person subsisting by virtue of an authorised unit trust scheme within the meaning of the Prevention of Fraud (Investments) Act 1958, a scheme made under section 22 of the Charities Act 1960, section 11 of the Trustee Investments Act 1961 or section 1 of the Administration of Justice Act 1965 or the scheme set out in the Schedule to the Church Funds Investment Measure 1958.

There shall be disregarded an interest— In this subsection "Church of Scotland General Trustees " refers to the body incorporated by the order confirmed by the Church of Scotland (General Trustees) Order Confirmation Act 1921 and " Church of Scotland Trust " refers to the body incorporated by the order confirmed by the Church of Scotland Trust Order Confirmation Act 1932.

Delivery to a person's order of shares or debentures in fulfilment of a contract for the purchase thereof by him or in satisfaction of a right of his to call for delivery thereof, or failure to deliver snares or debentures in accordance with the terms of such a contract or on which such a right falls to be satisfied, shall be deemed to constitute an event in consequence of the occurrence of which he ceases to be interested in them, and so shall the lapse of a person's right to call for delivery of shares or debentures.

Every company shall keep a register for the purposes of section 27 of this Act; and whenever the company receives information from a director in consequence of the fulfilment of an obligation imposed on him by that section, it shall be under obligation to inscribe in the register, against the name of that person, that information and the date of the inscription.

Every company shall also be under obligation—

The said register must be so made up that the entries therein against the several names inscribed therein appear in chronological order.

An obligation imposed by subsection (1) above as to inscription, and an obligation imposed by subsection (2) above, must be fulfilled before the expiration of the period of three days beginning with the day next following that on which it arises; but in reckoning any such period, a day which is a Saturday or Sunday or a bank holiday in any part of Great Britain shall be disregarded.

The nature and extent of an interest recorded in the said register of a director in any shares or debentures shall, if he so requires, be recorded in the said register.

The company shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares or debentures.

The said register shall— and shall during business hours (subject to such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in each day be allowed for inspection) be open to the inspection of any member of the company without charge and of any other person on payment of one shilling, or such less sum as the company may prescribe, for each inspection.

The company shall send notice to the registrar of companies of the place where the said register is kept and of any change in that place, save in a case in which it has at all times been kept at its registered office.

Unless the said register is in such a form as to constitute in itself an index, the company shall keep an index of the names inscribed therein which shall— and the company shall, within fourteen days after the date on which a name is inscribed in the said register, make any necessary alteration in the index.

Any member of the company or other person may require a copy of the said register, or of any part thereof, on payment of two shillings, or such less sum as the company may prescribe, for every hundred words or fractional part thereof required to be copied. The company shall cause any copy so required by any person to be sent to that person within the period of ten days beginning with the day next following that on which the requirement is received by the company.

The said register shall also be produced at the commencement of the company's annual general meeting and remain open and accessible during the continuance of the meeting to any person attending the meeting.

If default is made in compliance with the last foregoing subsection, the company and every officer of the company who is in default shall be liable to a fine not exceeding £50 ; if default is made for fourteen days in complying with subsection (8) of this section, the company and every officer of the company who is in default shall be liable to a default fine; and if default is made in complying with subsection (1), (2), (3), (4) or (9) of this section, or if an inspection required under this section is refused or any copy required thereunder is not sent within the proper period, the company and every officer of the company who is in default shall be liable to a fine not exceeding £500 and further to a default fine.

In the case of a refusal of an inspection required under this section of the said register, the court may by order compel an immediate inspection thereof; and in the case of a failure to send within the proper period a copy required under this section, the court may by order direct that the copy required shall be sent to the person requiring it.

For the purposes of this section, a person in accordance with whose directions or instructions the directors of a company are accustomed to act shall be deemed to be a director of the company.

Section 25 of this Act shall apply to— as it applies to the director ; but it shall be a defence for a person charged, by virtue of this subsection, with an offence under that section, to prove that he had no reason to believe that his spouse or, as the case may be, parent, was a director of the company in question.

In this section, " son " includes step-son and adopted son, " daughter " includes step-daughter and adopted daughter and " parent " shall be construed accordingly, " infant " means, in relation to Scotland, pupil or minor, and a person deemed for the purposes of the said section 25 to be a director of a company shall be deemed also for the purposes of this section to be a director of the company.

For the purposes of section 27 of this Act—

A director of a company shall be under obligation to notify the company in writing of the occurrence, while he or she is director, of either of the following events, namely.— stating, in the case of the grant of a right, the like information as is required by section 27 of this Act to be stated by the director on the grant to him by another body corporate of a right to subscribe for shares in, or debentures of, that other body corporate and, in the case of the exercise of a right, the like information as is required by that section to be stated by the director on the exercise of a right granted to him by another body corporate to subscribe for shares in, or debentures of, that other body corporate; and an obligation imposed by this subsection on a director must be fulfilled by him before the expiration of the period of fourteen days beginning with the day next following that on which the occurrence of the event that gives rise to it comes to his knowledge.

A person who fails to fulfil, within the proper period, an obligation to which he is subject by virtue of the last foregoing subsection, or who, in purported fulfilment of an obligation to which he is so subject, makes to a company a statement which he knows to be false or recklessly makes to a company a statement which is false, shall be guilty of an offence and liable—

The rules set out in section 28 of this Act shall have effect for the interpretation of, and otherwise in relation, to subsection (1) of this section, and subsections (9) to (13) of section 27 of this Act shall, with any requisite modification, have effect for the purposes of this section as they have effect for the purposes of that section.

In this section, " son " includes step-son and adopted son and " daughter " includes step-daughter and adopted daughter, and " infant " means, in relation to Scotland, pupil or minor.

For the purposes of section 29(1) of this Act, an obligation imposed on a director by this section shall be treated as if imposed by section 27 of this Act.

If it appears to the Board of Trade that there are circumstances suggesting that contraventions may have occurred, in relation to shares in, or debentures of, a company, of section 25 or 27 of this Act or of subsection (2) of the last foregoing section, they may appoint one or more competent inspectors to carry out such investigations as are requisite to establish whether or not contraventions have occurred as aforesaid and to report the result of their investigations to the Board.

The appointment under this section of an inspector may limit the period to which his investigation is to extend or confine it to shares or debentures of a particular class or both.

For the purposes of any investigation under this section, section 167 of the principal Act (which imposes on officers and agents of bodies being investigated the duty to assist inspectors) shall apply, but with the substitution, for references to any other body corporate whose affairs are investigated by virtue of section 166, of a reference to any other body corporate which is, or has at any relevant time been, the company's subsidiary or holding company or a subsidiary of its holding company and with the necessary modification of the reference, in subsection (3), to the affairs of the company or other body corporate, so, however, that it shall apply— as it applies to officers of the company or of the other body corporate.

The inspectors may, and, if so directed by the Board of Trade, shall, make interim reports to the Board, and, on the conclusion of the investigation, shall make a final report to the Board.

Any such report shall be written or printed, as the Board may direct, and the Board may cause it to be published.

Section 175 of the principal Act (saving for solicitors and bankers) shall have effect as if the reference to the foregoing provisions of Part IV of that Act included a reference to this section.

The expenses of an investigation under this section shall be defrayed by the Board of Trade out of moneys provided by Parliament.

In this section, " recognised association of dealers in securities " means any body of persons which is for the time being a recognised association of dealers in securities for the purposes of the Prevention of Fraud (Investments) Act 1958.

Every such person as follows, namely.— shall (subject to the next following subsection) be under obligation to notify the company in writing of the occurrence of the event (specifying it) and the date on which it occurred and, according to the circumstances of the case, the number of shares comprised in that share capital (specifying it) in which, immediately after the occurrence of the event, he is interested or the fact that, immediately thereafter, he is not interested in that share capital (specifying it).

In the case of a company which, at the time when this section comes into operation, is one to which this section applies, every person who at that time is interested in shares comprised in relevant share capital of the company of a nominal value one tenth or more of the nominal value of that share capital shall be under obligation to notify the company of the subsistence of his interests at that time and the number of shares comprised in that share capital (specifying it) in which each interest subsists at that time, and the foregoing subsection shall not require the notification by any such person of the occurrence of an event before that time.

In the event of— the last foregoing subsection shall apply as in the case therein mentioned but with the substitution, for references to the time when this section comes into operation, of references to the time at which the event occurs.

The rules set out in section 28 of this Act shall (with the omission of references to debentures) apply for the interpretation of, and otherwise in relation to, the foregoing provisions of this section; but in addition to such interests as, by virtue of subsections (7), (9) and (10) of that section, are to be disregarded, there shall be disregarded for the purposes of this section— and a definition of a class of interests for the purposes of regulations made under paragraph (e) of this subsection may be framed by reference to any circumstances whatsoever.

The following provisions shall have effect with respect to the periods within which obligations imposed by the foregoing provisions of this section on persons must be fulfilled, that is to say.—

A person who fails to fulfil, within the proper period, an obligation to which he is subject by virtue of subsection (1) or (2) above, or who, in purported fulfilment of an obligation to which he is so subject, makes to a company a statement which he knows to be false or recklessly makes to a company a statement which is false, shall be guilty of an offence and liable—

An obligation imposed by this section on any person shall be treated as not being fulfilled unless the notice by means of which it purports to be fulfilled identifies him and gives his address and, in a case in which he is a director of the company, is expressed to be given in fulfilment of that obligation.

Proceedings in respect of an offence under this section shall not, in England or Wales, be instituted except by, or, with the consent of, the Board of Trade or the Director of Public Prosecutions.

In reckoning, for the purposes of subsection (5) above, any period of fourteen days, a day that is a Saturday or Sunday or a bank holiday in any part of Great Britain shall be disregarded.

A company to which this section applies is one in the case of which there has, as respects the whole or any proportion of its share capital, been granted a quotation on a recognised stock exchange ; and for the purposes of this section, " relevant share capital ", in relation to such a company, means issued share capital thereof of a class carrying rights to vote in all circumstances at general meetings of the company and " settlor " has the meaning assigned to it by section 403 of the Income Tax Act 1952.

Every company to which the last foregoing section applies shall keep a register for the purposes of that section; and whenever the company receives information from a person in consequence of the fulfilment of an obligation imposed on him by that section, it shall be under obligation to inscribe in the register, against the name of that person, that information and the date of the inscription.

The said register must be so made up that the entries therein against the several names inscribed therein appear in chronological order.

An obligation imposed by subsection (1) above as to inscription must be fulfilled before the expiration of the period of three days beginning with the day next following that on which it arises; but in reckoning any such period, a day which is a Saturday or Sunday or a bank holiday in any part of Great Britain shall be disregarded.

The company shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares.

The said register shall be kept at the place at which the register required to be kept by the company by section 29 of this Act is kept, and shall, during business hours (subject to such reasonable restrictions as the company may in general meeting impose, so that not less than two hours in each day be allowed for inspection), but save in so far as it contains information with respect to a company for the time being entitled to avail itself of the benefit conferred by section 3(3) or 4(3) of this Act, be open to the inspection of any member of the company without charge and of any other person on payment of one shilling, or such less sum as the company may prescribe, for each inspection ; but in so far as it contains such information shall not be open to inspection.

Unless the said register is in such form as to constitute in itself an index, the company shall keep an index of the names inscribed therein which shall— and the company shall, within fourteen days after the date on which a name is inscribed in the said register, make any necessary alteration in the index.

As regards so much of the said register as is required to be open to inspection, any member of the company or other person may require a copy of it, or any part of it, on payment of two shillings or such less sum as the company may prescribe, for every hundred words or fractional part thereof required to be copied; and the company shall cause any copy so required by a person to be sent to him before the expiration of the period of ten days beginning with the day next following that on which the requirement is received by the company.

If default is made in complying with subsection (1), (2), (3) or (6) of this section, or if an inspection required under this section is refused or a copy required thereunder is not sent within the proper period, the company and every officer of the company who is in default shall be liable to a fine not exceeding £500 and further to a default fine.

In the case of a refusal of an inspection required under this section of the said register, the court may by order compel an immediate inspection thereof; and in the case of a failure to send a copy required under this section, the court may by order direct that the copy required shall be sent to the person requiring it.

if, in the case of any body corporate liable to be wound up under the principal Act, it appears to the Board of Trade from any report made under section 168 (inspectors' report) of that Act or from any information or document obtained under Part III of this Act or section 18 or 19 of the Protection of Depositors Act 1963 that it is expedient in the public interest that the body should be wound up, the Board may, unless the body is already being wound up by the court, present a petition for it to be so wound up if the court thinks it just and equitable for it to be so wound up, and, accordingly, paragraph (d) of the proviso to subsection (1) of section 224 (provisions as to applications for winding up) of the principal Act shall have effect with the substitution, for the reference to section 169(3) of that Act, of a reference to this subsection.

If, in the case of any such body corporate as aforesaid, it appears to the Board of Trade from any report made or information or document obtained as aforesaid that its business is being conducted in a manner oppressive to any part of its members, the Board may (in addition to, or instead of, presenting a petition under the foregoing subsection) present a petition for an order under section 210 (alternative remedy to winding up in cases of oppression) of the principal Act, and, accordingly, subsection (1) of that section shall have effect with the substitution, for the reference to section 169(3) of that Act, of a reference to this subsection.

If, from any report made under section 168 of the principal Act or from any information or document obtained under Part III of this Act or section 18 or 19 of the Protection of Depositors Act 1963 it appears to the Board of Trade that any civil proceedings ought in the public interest to be brought by any body corporate, they may themselves bring such proceedings in the name and on behalf of the body corporate.

The Board of Trade shall indemnify the body corporate against any costs or expenses incurred by it in or in connection with any proceedings brought by virtue of the foregoing subsection.

Section 170(1)(a) of the principal Act shall have effect as if the reference to any person who is ordered to pay damages or restore any property in proceedings brought by virtue of section 169(4) of that Act included a reference to any person who is ordered to pay the whole or any part of the costs of proceedings brought by virtue of subsection (1) of this section, and section 170(3) of that Act shall have effect as if the references to subsections (4) and (5) of section 169 of that Act included references respectively to subsections (1) and (2) of this section.

Section 170 (expenses of investigation of company's affairs) of the principal Act shall be amended as follows.

The word " and " at the end of paragraph (b) shall be omitted, and for paragraph (c) there shall be substituted the following paragraphs:—.

In subsection (2), for the words " paragraph (c)" there shall be substituted the words " paragraphs (c) and (d) ".

In subsection (4)—

Sections 165 to 171 and 175 of the principal Act shall apply to all bodies corporate incorporated outside Great Britain which are carrying on business in Great Britain or have at any time carried on business therein as if they were companies registered under the principal Act, but subject to such (if any) adaptations and modifications as may be specified by regulations made by the Board of Trade.

The power to make regulations conferred by this section shall be exercisable by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

A company which, at the coming into operation of this section, is registered as limited or thereafter is so registered (otherwise than in pursuance of the next following section) may be re-registered under the principal Act as unlimited in pursuance of an application in that behalf complying with the requirement of the next following subsection, framed in the prescribed form and signed by a director or by the secretary of the company and lodged with the registrar of companies in England or Scotland (according as the registered office is situate in England or Scotland) together with the documents mentioned in subsection (3) of this section.

The said requirement is that the application must—

The documents referred to in subsection (1) above are—

The registrar shall retain the application and other documents lodged with him under subsection (1) of this section, shall, if articles are annexed to the application, register them and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of this section ; and upon the issue of the certificate—

A certificate of incorporation issued by virtue of this section shall be conclusive evidence that the requirements of this section with respect to re-registration and of matters precedent and incidental thereto have been complied with, and that the company was authorised to be re-registered under the principal Act in pursuance of this section and was duly so reregistered.

Where a company is re-registered in pursuance of this section, a person who, at the time when the application for it to be re-registered was lodged, was a past member of the company and did not thereafter again become a member thereof shall not, in the event of the company's being wound up, be liable to contribute to the assets of the company more than he would have been liable to contribute thereto had it not been so re-registered.

For the purposes of this section—

In this section, " prescribed " means prescribed by regulations made by the Board of Trade by statutory instrument.

A company which, at the coming into operation of this section, is registered as unlimited or thereafter is so registered (otherwise than by virtue of the last foregoing section) may be re-registered under the principal Act as limited if a special resolution that it should be so re-registered (complying with the requirement of the next following subsection) is passed and an application in that behalf, framed in the prescribed form and signed by a director or by the secretary of the company, is lodged with the registrar of companies in England or Scotland (according as the registered office of the company is situate in England or Scotland) together with the documents mentioned in subsection (3) of this section not earlier than the day on which the copy of the resolution forwarded to him in pursuance of section 143 of the principal Act is received by him.

The said requirement is that the resolution—

The documents referred to in subsection (1) above are a printed copy of the memorandum as altered in pursuance of the resolution and a printed copy of the articles as so altered.

The registrar shall retain the application and other documents lodged with him under subsection (1) above and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of this section; and upon the issue of the certificate—

A certificate of incorporation issued by virtue of this section shall be conclusive evidence that the requirements of this section with respect to re-registration and of matters precedent and incidental thereto have been complied with, and that the company was authorised to be re-registered under the principal Act in pursuance of this section and was duly so re-registered.

Section 64 of the principal Act (power of unlimited company by resolution for registration as a limited company to provide for reserve share capital) shall have effect as if, for the reference to its resolution for registration as a limited company in pursuance of that Act, there were substituted a reference to its resolution for registration as a limited company in pursuance of that Act or re-registration as a limited company in pursuance of this section.

In the event of the winding up of a company re-registered in pursuance of this section, the following provisions shall have effect:—

In section 112 of the Stamp Act 1891 (which charges a duty on the capital of limited liability companies), the first reference to a company to be registered with limited liability shall be construed as including a reference to a company to be re-registered in pursuance of this section with such liability.

In this section, " prescribed " means prescribed by regulations made by the Board of Trade by statutory instrument.

If, in the opinion of the Board of Trade, the name by which a company is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, they may direct it to change its name.

A direction given under this section to a company must, if not duly made the subject of an application under the next following subsection to the court, be complied with within a period of six weeks from the date of the direction or such longer period as the Board of Trade may think fit to allow.

A company to which a direction is given under this section may, within a period of three weeks from the date of the direction, apply to the court to set the direction aside, and the court may set it aside or confirm it; and, if it confirms it, it shall specify a period within which it must be complied with.

If a company makes default in complying with a direction under this section, it shall be liable to a fine not exceeding £5 for every day during which the default continues.

Subsections (3) and (4) of section 18 of the principal Act (consequences of change of name under that section) shall have effect as if references therein to that section included references to this section.

An unlimited company shall be excepted from the requirements imposed by section 127 of the principal Act (documents to be annexed to annual return) if, but only if.—

References in this section to a company that was limited at a particular time shall be construed as referring to a body corporate (whether incorporated under the law in force in Great Britain or the law in force elsewhere) the liability of whose members was at that time limited.

For references in section 425 of, and Schedule 14 to, the principal Act to Schedule 12 to that Act there shall be substituted references to Schedule 3 to this Act.

The Board of Trade may by regulations made by statutory instrument alter the said Schedule 3 so as to increase or decrease the amount of a fee payable to the registrar, and any reference in the principal Act to that Schedule shall be construed as a reference to that Schedule with any alterations made by regulations for the time being in force under this subsection.

No regulations shall be made under the last foregoing subsection increasing a fee unless a draft of the instrument containing the regulations has been laid before Parliament and has been approved by resolution of each House of Parliament.

A statutory instrument containing regulations made under subsection (2) of this section none of which increases a fee shall be subject to annulment in pursuance of a resolution of either House of Parliament.

All offences under the principal Act or this Part of this Act made punishable by fine alone shall be triable summarily.

Summary proceedings for any offence under the principal Act or this Part of this Act may (without prejudice to any jurisdiction exercisable apart from this subsection) be taken against a body corporate at any place at which the body has a place of business, and against any other person at any place at which he is for the time being.

Notwithstanding anything in section 104 of the Magistrates' Courts Act 1952, an information relating to an offence under the principal Act or this Part of this Act which is triable by a magistrates' court in England and Wales may be so tried if it is laid at any time within three years after the commission of the offence and within twelve months after the date on which evidence sufficient in the opinion of the Director of Public Prosecutions or the Board of Trade, as the case may be, to justify the proceedings comes to his or their knowledge.

Summary proceedings in Scotland for an offence under the principal Act or this Part of this Act shall not be commenced after the expiration of three years from the commission of the offence, but, subject to the foregoing limitation and notwithstanding anything in section 23 of the Summary Jurisdiction (Scotland) Act 1954, such proceedings may be commenced at any time within twelve months after the date on which evidence sufficient in the opinion of the Lord Advocate to justify the proceedings comes to his knowledge or, where such evidence was reported to him by the Board of Trade, within twelve months after the date on which it came to their knowledge; and subsection (2) of the said section 23 shall apply for the purpose of this subsection as it applies for the purpose of that section.

For the purposes of this section, a certificate of the Director of Public Prosecutions, the Lord Advocate or the Board of Trade, as the case may be, as to the date on which such evidence as aforesaid came to his or their knowledge shall be conclusive evidence.

The foregoing provisions of this section shall have effect in place of section 442 of the principal Act and that section shall, accordingly, cease to have effect.

In relation to offences committed before the coming into operation of this section, neither subsection (3) nor (4) thereof shall apply if the time allowed for taking proceedings under the Act therein mentioned had already expired before this section comes into operation.

Notwithstanding anything in subsection (2) of section 63 of the principal Act, no company need forward to the registrar of companies a printed copy of a resolution authorising an increase of its share capital, if instead it forwards a copy in some other form approved by the registrar.

Notwithstanding anything in subsection (1) of section 143. of the principal Act, no company need forward to the registrar of companies a printed copy of a resolution or agreement to which that section applies, if instead it forwards a copy in some other form approved by the registrar.

Section 87 of the principal Act shall be amended as follows:—

In section 113(2) of the principal Act (which entitles any person to a copy of, or of any part of, the register of members of a company on payment of sixpence, or such less sum as the company may prescribe, for every hundred words or fractional part thereof required to be copied), for the word " sixpence " there shall be substituted the words " two shillings ".

Part VII of the principal Act (which relates to companies formed or registered under the former Acts therein mentioned) and section 394 (which relates to companies not formed under that Act but registering thereunder) shall apply for the purpose of the application of the provisions of this Part of this Act to such companies as aforesaid as they apply for the purpose of the application thereto of the provisions of the principal Act.

In section 379 of the principal Act (which is included in the said Part VII), for the reference to an unlimited company registered in pursuance of that Act as a limited company there shall be substituted a reference to an unlimited company registered in pursuance of that Act as a limited company or re-registered in pursuance of this Part of this Act as a limited company.

Except where the context otherwise requires—

For the purposes of this Part of this Act, except where the context otherwise requires.— and in subsection (3) of section 147 of the principal Act, the first reference to that Act shall include a reference to this Act, and in that subsection and in section 149(7) of the principal Act, for the references to information which is required by that Act there shall be substituted references to information which is required by that Act or this Part of this Act.

A person shall not be deemed to be within the meaning of any provision of this Part of this Act a person in accordance with whose directions or instructions the directors of a company are accustomed to act by reason only that the directors of the company act on advice given by him in a professional capacity.

References in this Part of this Act to a body corporate shall be construed as not including a corporation sole or a Scottish firm but as including a company incorporated outside Great Britain.

Where a reference to a number of shares occurs in this Part of this Act in a context which admits of the reference to shares being construed as including stock, the expression " number " shall be construed as including amount.

In the provisions of the principal Act specified in Schedule 4 to this Act references to that Act shall include references to this Part of this Act, except so far as the context excludes such a construction.

Except where the context otherwise requires, references in this Part of this Act to this Part of this Act include references to Schedules 1 to 4 (both inclusive) to this Act.

The following provisions shall have effect with respect to the coming into operation of the enactments therein mentioned, that is to say:—

Without prejudice to section 37 of the Interpretation Act 1889 (which relates to the exercise of statutory powers between the passing and commencement of an Act), forms may be prescribed under sections 43 and 44 of this Act at any time after the passing of this Act but so that any instrument by which they are prescribed shall not come into operation before the coming into operation of those sections.

The classes of insurance business relevant for the purposes of this Part of this Act are industrial assurance business, liability insurance business, marine, aviation and transport insurance business, motor vehicle insurance business, ordinary long-term insurance business, pecuniary loss insurance business, personal accident insurance business and property insurance business.

In this Part of this Act, " industrial assurance business " has the meaning assigned to it by section 1(2) of the Industrial Assurance Act 1923.

In this Part of this Act, " liability insurance business " means the business of effecting and carrying out contracts of insurance against risks of the persons insured incurring liabilities to third parties, not being risks arising out of, or in connection with the use of, motor vehicles or out of, or in connection with the use of, vessels or aircraft or risks incidental to the construction, repair or docking of vessels or aircraft.

In this Part of this Act, " marine, aviation and transport insurance business " means the business of effecting and carrying out contracts of insurance—

In this Part of this Act, " motor vehicle insurance business " means the business of effecting and carrying out contracts of insurance against loss of, or damage to, or arising out of or in connection with the use of, motor vehicles, inclusive of third-party risks but exclusive of transit risks.

In this Part of this Act " ordinary long-term insurance business " means business of any of the following kinds, namely.— but does not include industrial assurance business.

In this Part of this Act, " pecuniary loss insurance business " means the business of effecting and carrying out contracts of insurance against any of the following risks, namely.—

In this Part of this Act, " personal accident insurance business " means the business of effecting and carrying out contracts of insurance against risks of the persons insured sustaining injury as the result of an accident or of an accident of a specified class or dying as the result of an accident or of an accident of a specified class or becoming incapacitated in consequence of disease or of disease of a specified class, not being contracts falling within subsection (6)(b) above.

In this Part of this Act, " property insurance business " means the business of effecting and carrying out contracts of insurance against risks of loss of, or damage to, material property, not being risks of a kind such that the business of effecting and carrying out contracts of insurance against them constitutes marine, aviation and transport insurance business or motor vehicle insurance business.

No person shall carry on in Great Britain insurance business of a class relevant for the purposes of this Part of this Act (other than industrial assurance business) except—

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

No person shall carry on in Great Britain industrial assurance business except—

No person shall carry on in the Isle of Man or any of the Channel Islands industrial assurance business except—

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

Subject to the following provisions of this Part of this Act, the Board of Trade may, in the case of insurance business of each class relevant for the purposes of this Part of this Act (other than industrial assurance business), authorise the following to carry it on in Great Britain, namely.— and may, in the case of industrial assurance business, authorise an incorporated company and a registered society to carry it on in Great Britain.

The Board of Trade shall not issue under the last foregoing section an authorisation with respect to a company, society or body unless they are satisfied— nor shall they so issue an authorisation with respect to a company having a share capital unless the amount paid up thereon is not less than £100,000.

For the purposes of paragraph (a) of the foregoing subsection, the relevant amount, in the case of a company, society or body, is (subject to the next following subsection), in each of the cases set out in column 1 of the following Table, the amount specified in relation to that case in column 2 of that Table. Case Relevant Amount 1. The general premium income of the company, society or body in its last preceding financial year did not exceed £250,000. £50,000. 2. The said income in that year exceeded £250,000 but did not exceed £2,500,000. One fifth of the said income in that year. 3. The said income in that year exceeded £2,500,000. The aggregate of £500,000 and one tenth of the amount by which the said income in that year exceeded £2,500,000.

In the case of a company, society or body whose last preceding financial year was not a period of twelve months (other than one which has not completed its second financial year and whose first financial year was a period of less than twelve months), the last foregoing subsection shall have effect with the substitution, for each number specified in the Table set out at the end thereof (other than 50,000 and 500,000), of one equal to the product derived by multiplying that number by the relevant fraction and, for each fraction so specified, of one equal to the quotient derived by dividing that fraction by the relevant fraction; and for the purposes of this subsection the relevant fraction is that whose numerator is the number of days in the company's, society's or body's last preceding financial year and whose denominator is 365.

Subsection (2) (computation of liabilities and general premium income) of section 13 of the principal Act shall apply for the purposes of this section as it applies for the purposes of that.

This section shall not apply to the issue of an authorisation to a company, society or body in a case in which the Board of Trade are satisfied that the purpose for which the authorisation is sought is to enable the company, society or body to carry on business for the purpose only of insuring persons of a limited class or of insuring persons against risks of a limited category of the class against which insurance cannot, in the absence of the authorisation, lawfully be undertaken by the company, society or body in the course of carrying on business in Great Britain.

Where the Board of Trade issue under section 61 of this Act an authorisation with respect to a company, society or body, they may, when they issue it, impose on the company, society or body all or any of the following requirements, namely.—

A requirement imposed by virtue of paragraph (b) or (c) of the foregoing subsection may either be so framed as to come into effect immediately after the day on which it is imposed or be so framed as to come into effect after the expiration of a specified period (or such longer period as the Board of Trade may allow).

Assets of a company, society or body held in the custody of a person shall be taken to be held by him in compliance with a requirement imposed by virtue of paragraph (c) of subsection (1) above if, but only if, they are assets in whose case the company, society or body has given him written notice that they are to be held by him in compliance with such a requirement or they are assets into which assets in whose case the company, society or body has given him such written notice have, by any transaction or series of transactions, been transposed by him on the instructions of the company, society or body; and documents of title to assets of a company, society or body held in the custody of a person shall be taken to be held by him in compliance with such a requirement if, but only if, they are documents in whose case the company, society or body has given him notice that they are to be held by him in compliance with such a requirement.

A requirement imposed under this section shall continue in force for such period, not extending beyond the expiration of the period of five years beginning with the day on which it is imposed, as the Board may specify when they impose it.

The Board may rescind a requirement imposed under this section if it appears to them that it is no longer necessary for the requirement to continue in force, and may from time to time vary any such requirement (other than one imposed by virtue of paragraph (b) of subsection (1) above).

When the Board impose under subsection (1)(c) of this section a requirement on a company, society or body, or rescind or vary a requirement so imposed, they shall forthwith serve— written notice stating that fact, and, in the case of a notice of the imposition of a requirement, setting out the terms of the requirement, in the case of a notice of the rescission of a requirement, identifying the requirement, and in the case of a notice of a variation of a requirement, identifying the requirement and setting out the terms of the variation.

A notice served in pursuance of the last foregoing subsection on the registrar of companies shall be open to inspection, and a copy thereof may be procured by any person on payment of such fee as the Board may direct; and every document purporting to be certified by the registrar of companies, or by a person appointed in that behalf by the President of the Board of Trade, to be a copy of such a notice shall be deemed to be a copy of that notice and shall be received in evidence as if it were the original notice, unless some variation between it and the original be proved.

Section 71(1) of the Industrial and Provident Societies Act 1965 (which empowers the Treasury to make regulations respecting, inter alia, the inspection of documents kept by the appropriate registrar under that Act) shall have effect as if the reference to documents so kept included a reference to notices served in pursuance of subsection (6) above on the appropriate registrar.

In this section, any reference to a domestic liability is a reference to a liability arising under a contract made in the United Kingdom, or under a contract of insurance made elsewhere, being a contract of insurance in whose case, if only one premium is payable thereunder, the premium, or, if more than one premium is payable thereunder, any of the premiums so payable, is payable or has been paid in the United Kingdom; and in computing the amount of any liabilities for the purposes of this section, all contingent and prospective liabilities shall be taken into account, but not liabilities in respect of share capital.

No assets held in the custody of a person in compliance with a requirement imposed by virtue of paragraph (c) of subsection (1) of the last foregoing section, and no documents so held in compliance with a requirement so imposed shall, so long as the requirement is in force, be withdrawn from the custody of that person except with the written consent of the Board of Trade.

If a mortgage or charge is created by a company, society or body at a time when there is in force a requirement imposed on the company, society or body by virtue of paragraph (c) of subsection (1) of the last foregoing section, being a mortgage or charge conferring a security on any assets which are held in the custody of a person in compliance with the requirement or on any assets documents of title to which are so held in compliance with the requirement, the mortgage or charge shall, to the extent that it confers such a security, be void against the liquidator and any creditor of the company, society or body.

An authorisation under section 61 of this Act in whose case section 62 of this Act does not apply to the issue thereof may contain provision imposing on the company, society or body with respect to which it is issued either or both of the following obligations, namely.—

An obligation binding on a company, society or body by virtue of the foregoing subsection may be discharged by the Board of Trade if it appears to them to be no longer necessary for the obligation to continue in force or may be varied at any time by them.

The Board of Trade may, in the case of an insurance company to which the principal Act applies, direct that, as regards each class of business relevant for the purposes of this Part of this Act that it is by or under section 61 of this Act authorised to carry on, it shall, in carrying on business of that class, be subject to the restriction appropriate to the carrying on of business of that class if—

The Board of Trade may, in the case of an insurance company to which the principal Act applies, direct that, as regards a class of business relevant for the purposes of this Part of this Act that it is, under section 61(2) of this Act, authorised to carry on, it shall, in carrying on business of that class be subject to the restriction appropriate to the carrying on of business of that class, if it appears to the Board that the company furnished to the Board, when seeking authorisation under that section for the carrying on of business of that class, misleading or inaccurate information.

Before exercising, with respect to a company, the power conferred by subsection (1) or (2) above, the Board shall serve on the company a written notice stating that they are considering exercising the power (specifying it) and.— and inviting the company to make to the Board, within the period of one month from the date of the service of the notice, any representations that it desires to make with respect to the proposed exercise of the power; and the Board may exercise the power after the expiration of the said period, but before deciding whether or not to do so, shall take into consideration any representations so made by the company and, if it so requests, afford it an opportunity of being heard by the Board within that period.

For the purposes of this section.—

An insurance company which contravenes a restriction to which it is subject by virtue of subsection (1) or (2) above shall be guilty of an offence and liable—

A direction given under this section by the Board of Trade may be withdrawn by them if it appears to them to be no longer necessary for the restriction subsisting by virtue thereof to continue in force.

Notice of the giving under this section of a direction and of the withdrawal of a direction so given shall be published by the Board of Trade in the London and Edinburgh Gazettes and in such other ways as appear to them expedient for informing the public.

Any notice to be served under this section on a person may be served by post, and a letter containing the notice shall be deemed to be properly addressed if it is addressed to that person at his last known residence or last known place of business in Great Britain.

Authorisation to a company, society or body, either under subsection (1) of section 61 of this Act or under subsection (2) of that section, to carry on in Great Britain insurance business of a class relevant for the purposes of this Part of this Act may be revoked by the Board of Trade if the company, society or body ceases to carry on in Great Britain such business of that class, and authorisation to a company, society or body under the said subsection (2) to carry on in Great Britain such business of a class so relevant may be so revoked if the company, society or body does not, before the expiration of twelve months beginning with the day next following that on which the authorisation is issued, commence to carry on in Great Britain such business of that class.

The revocation, under the foregoing subsection, of authorisation to carry on in Great Britain insurance business of a class shall be without prejudice to a subsequent issue, under section 61(2) of this Act, of authorisation to carry on in Great Britain such business of that class.

Subsection (1) of section 1 of the principal Act (which provides that, with certain exceptions, that Act shall apply to all insurance companies which carry on within Great Britain insurance business of all or any of the classes specified in that subsection) shall have effect with the omission of the words from " of all or any of the following classes " to the end of the subsection.

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In consequence of the foregoing subsection and of the classification of insurance business effected by section 59 of this Act, the provisions of the principal Act specified in column 1 of Schedule 5 to this Act shall have effect subject to the amendments respectively specified in relation thereto in column 2 of that Schedule; and, for the purposes of those provisions, as amended by that Schedule, the expression " ordinary long-term insurance business " shall have the meaning assigned to it by section 59(6) of this Act.

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For section 4 (preparation of annual accounts and balance sheets) of the principal Act, there shall be substituted the following section:—.

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For the purposes of section 8 (deposit of accounts, &c, with Board of Trade) of the principal Act, any reference to an account or balance sheet shall include any statement or report annexed thereto giving information authorised or required by virtue of section 4(2) of that Act to be so given and any certificate so annexed by virtue of section 4(3) of that Act.

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In section 34(5) (power to alter forms) of the principal Act the reference to any form prescribed by regulations made by the Board of Trade under that Act shall not include a form so prescribed by virtue of section 4 of that Act.

In so far as any regulation made under section 4 of the principal Act as originally enacted could have been made under the section substituted therefor by this section, it shall not be invalidated by the substitution but shall have effect as if it had been made under the section so substituted.

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The proviso to subsection (3) of section 34 of the principal Act (which excepts regulations made under the said section 9 from the requirement of that subsection that a statutory instrument containing regulations under that Act shall be subject to annulment in pursuance of a resolution of either House of Parliament) shall not apply to regulations made under the section substituted for the said section 9 by this section.

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In so far as any regulation made under section 9 of the principal Act as originally enacted could have been made under the section substituted therefor by this section, it shall not be invalidated by the substitution but shall have effect as if it had been made under the section so substituted.

The appropriate authority may extend or shorten, for the purposes of the principal Act, the duration of any financial year of an insurance company to which that Act applies.

In this section, " appropriate authority ", in relation to a company, means—

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A registered society (other than one registered in Northern Ireland) shall, in addition to depositing with the Board of Trade (as required by subsection (1) of section 8 of the principal Act) four copies of each account, balance sheet, extract, statement or report required by that Act, deposit, within the time limited by virtue of that subsection for depositing them, a copy with the appropriate registrar, being a copy signed by the like persons as those by whom the copies deposited under that section are required to be signed.

Subsection (3) of the said section 8 (deposit with every revenue account and balance sheet of a company of any report on the affairs of the company submitted to its shareholders or policy holders in respect of the financial year to which the account and balance sheet relate) shall have effect in relation to the deposit by virtue of this section of accounts and balance sheets as it has effect in relation to the deposit by virtue of that section of accounts and balance sheets.

Section 71(1) of the Industrial and Provident Societies Act 1965 shall have effect as if the reference to documents kept by the appropriate registrar under that Act included a reference to documents deposited in pursuance of this section.

In this section, " appropriate registrar " has the meaning assigned to it by section 73(1) of the Industrial and Provident Societies Act 1965.

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Subject to the provisions of the following subsection, the Board of Trade may, at any time before the expiration of the period of two years beginning with the day on which this Act is passed, direct that, until the expiration of such period (expiring not later than the expiration of the period aforesaid) as may be specified in the direction, the subsection substituted by the foregoing subsection shall, in its application to an insurance company so specified, being one which, immediately before the passing of this Act, was carrying on (whether within or outside Great Britain) business which then constituted general business for the purposes of the principal Act, have effect subject to such relaxative modifications as may be so specified.

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The power conferred by the last foregoing subsection on the Board of Trade shall not be exercisable in relation to a company so long as a petition to wind it up is before the court.

If it appears to the appropriate authority that the business of an insurance company to which the principal Act applies is being so conducted that there is a risk of the company's becoming insolvent, that authority may impose on the company all or any of the following requirements, namely:—

Subsections (2) and (3) of section 65 of this Act shall have effect for the purposes of this section subject to the modifications that, in the said subsection (2), for the reference to paragraph (b) or (c) of section 65(1), there shall be substituted a reference to paragraph (b) or (c) of subsection (1) of this section, and, for the reference to the Board of Trade, there shall be substituted a reference to the appropriate authority, and, in the said subsection (3), for the reference to paragraph (c) of section 65(1), there shall be substituted a reference to paragraph (c) of subsection (1) of this section ; and section 66 of this Act shall have effect where a requirement is imposed by virtue of paragraph (c) of subsection (1) above as it does where a requirement is imposed by virtue of paragraph (c) of section 65(1) of this Act, subject to the modifications that, for any reference to paragraph (c) of the said section 65(1), there shall be substituted a reference to paragraph (c) of subsection (1) of this section, and for the reference to the Board of Trade, there shall be substituted a reference to the appropriate authority.

In relation to a company which carries on in Great Britain no insurance business other than industrial assurance business, paragraph (d) of subsection (1) above shall have effect with the substitution, for the words " business of a specified class (being one of the classes relevant for the purposes of this Part of this Act) " , of the words " industrial assurance business ".

A requirement imposed under this section may be rescinded by the appropriate authority if it appears to it that it is no longer necessary for the requirement to continue in force.

When the appropriate authority imposes under subsection (1)(c) of this section a requirement on a company or rescinds a requirement so imposed, it shall forthwith serve— written notice stating that fact and, in the case of a notice of the imposition of a requirement, setting out the terms of the requirement and, in the case of a notice of the rescission of a requirement, identifying the requirement.

Subsections (7) and (8) of section 65 of this Act shall have effect for the purposes of this section subject to the modification that, for any reference to a notice served in pursuance of subsection (6) of that section, there shall be substituted a reference to a notice served in pursuance of the last foregoing subsection.

In this section, " appropriate authority ", in relation to a company, means— and " domestic liabilities " shall be construed in accordance with section 65(9) of this Act.

Every insurance company to which the principal Act applies which is a body corporate shall, upon a person's becoming or ceasing to be, an officer of the company, or acquiring or relinquishing control of the company, be under obligation to notify the Board of Trade in writing of that fact and of his name, and every insurance company to which the principal Act applies which is not a body corporate shall, upon a person's becoming or ceasing to be, an officer of the company, be under a corresponding obligation.

Every insurance company to which the principal Act applies, being a body corporate which is the subsidiary of another such body, shall upon a person's becoming, or ceasing to be, an officer of, or acquiring or relinquishing control of, a body corporate which is its holding company (within the meaning of the Companies Act 1948), be under obligation to notify the Board of Trade in writing of that fact and of his name.

An obligation imposed on a company by this section must be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which both the fact of its being under the obligation and the identity of the person whose name must be notified in discharge of it are first known to the company.

For the purposes of this section a person shall be taken to be in control of a company if he is entitled to exercise, or control the exercise, of one third or more of the voting power at any general meeting of the company.

A person who acquires or relinquishes control of an insurance company to which the principal Act applies or, if it is a body corporate, of another body corporate which is its holding company (within the meaning of the Companies Act 1948) shall, before the expiration of the period of seven days beginning with the day next following that on which he does so, notify the company in writing of that fact and, if he fails so to do, shall be liable—

Subsection (4) of the last foregoing section shall have effect for the purpose of this section as it has effect for the purposes of that section.

A person who— shall be guilty of an offence.

A person guilty of an offence under this section shall be liable—

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An industrial assurance company (within the meaning of the Industrial Assurance Act 1923) which, after the passing of this Act,— shall, subject to the next following subsection, be guilty of an offence.

Such a company shall not be guilty of an offence under this section consisting in its insuring in contravention of subsection (2) of section 2 of the Industrial Assurance and Friendly Societies Act 1948 (power to insure life of parent or grandparent for not more than £30) if it is proved that, owing to any false representation on the part of the proposer, the company did not know that the insurance was in contravention of that sub-section.

A company guilty of an offence under this section shall be liable, on summary conviction, to a fine not exceeding £200.

So far as regards section 3(1) of the Industrial Assurance and Friendly Societies Act 1929, this section shall not prejudice any liability of a company subsisting otherwise than by virtue of this section.

Proceedings for an offence alleged to have been committed under this Part of this Act by an unincorporated body shall be brought in the name of that body (and not in that of any of its members), and for the purposes of any such proceedings, any rules of court relating to the service of documents shall have effect as if that body were a corporation.

A fine imposed on an unincorporated body on its conviction of an offence under this Part of this Act shall be paid out of the funds of that body.

Section 33 of the Criminal Justice Act 1925 (as amended by section 15(7) of the Justices of the Peace Act 1949) and Schedule 2 to the Magistrates' Courts Act 1952 (procedure on charge of offence against a corporation) shall have effect in a case in which an unincorporated body is charged in England or Wales with an offence under this Part of this Act in like manner as they have effect in the case of a corporation so charged.

In relation to any proceedings on indictment in Scotland for an offence alleged to have been committed under this Part of this Act by an unincorporated body, section 40 of the Criminal Justice (Scotland) Act 1949 (proceedings on indictment against bodies corporate) shall have effect as if the said body were a body corporate.

Where an offence under this Part of this Act committed by a body corporate is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, any director, chief executive or manager (as defined in the Insurance Companies Act 1982), secretary or other similar officer of the body corporate or any person who was purporting to act in any such capacity, he, as well as the body corporate, shall be guilty of that offence and be liable to be proceeded against and punished accordingly.

For the purposes of the foregoing subsection, a person shall be deemed to be a director of a body corporate if he is a person in accordance with whose directions or instructions the directors of the body or any of them act.

Summary proceedings for an offence under this Part may (without prejudice to any jurisdiction exercisable apart from this subsection) be taken against a body corporate at any place at which the body has a place of business, and against any other person at any place at which he is for the time being.

Notwithstanding anything in section 127(1) of the Magistrates’ Courts Act 1980, an information relating to an offence under this Part which is triable by a magistrates’ court in England and Wales may be so tried if it is laid at any time within 3 years after the commission of the offence and within 12 months after the date on which evidence sufficient in the opinion of the Director of Public Prosecutions, the Secretary of State or the Industrial Assurance Commissioner (as the case may be) to justify the proceedings comes to his knowledge.

Summary proceedings in Scotland for an offence under this Part shall not be commenced after the expiration of 3 years from the commission of the offence. Subject to this (and notwithstanding anything in section 331 of the Criminal Procedure (Scotland) Act 1975), such proceedings may (in Scotland) be commenced at any time within 12 months after the date on which evidence sufficient in the Lord Advocate’s opinion to justify the proceedings comes to his knowledge or, where such evidence was reported to him by the Secretary of State or the Industrial Assurance Commissioner, within 12 months after the date on which it came to the knowledge of the former or the latter (as the case may be); and subsection (3) of that section applies for the purpose of this subsection as it applies for the purposes of that section.

For purposes of this section, a certificate of the Director of Public Prosecutions, the Lord Advocate, the Secretary of State or the Industrial Assurance Commissioner (as the case may be) as to the date on which such evidence came to his knowledge is conclusive evidence.

Where, on the application of a company, incorporated whether under the Companies Act 1948 or otherwise, of a registered society or of an unincorporated body of persons, the Board of Trade— the Board may by order direct that, subject to such (if any) conditions as may be specified in the order, that provision shall not apply to the company, society or body, or may so direct that (subject as aforesaid) that provision shall, in its application to the company, society or body, have effect subject to such relaxative modifications as may be so specified.

An order made under this section may be revoked by the Board of Trade— and the Board may, from time to time, amend an order so made.

The Board of Trade may, on the application or with the consent of an insurance company to which the principal Act applies.—

An order under this section may be revoked at any time by the Board of Trade.

For the purposes of this Part of this Act, a person shall not be taken to carry on liability insurance business by reason only of the incidental inclusion, in a contract of insurance whose principal object is to insure a person against risks of a kind such that the business of effecting and carrying out contracts of insurance against them constitutes property insurance business, of provision whereby he assumes liability against the risk of the person insured incurring liabilities to third parties.

For the purposes of this Part of this Act, a person shall not be taken to carry on marine, aviation and transport insurance business by reason only of the incidental inclusion, in a contract of insurance whose principal object is to insure a person against risks of a kind such that the business of effecting and carrying out contracts of insurance against them constitutes insurance business of some other class, of provision whereby he assumes a liability of a kind whose assumption by itself in a contract of insurance would make that contract such a one as is mentioned in section 59(4) of this Act.

For the purposes of this Part of this Act, a person shall not be taken to carry on motor vehicle insurance business by reason only of the fact that goods, merchandise or property upon which a contract of insurance is effected by him (being goods, merchandise or property on board of a vessel or aircraft) consist of, or include, motor vehicles.

For the purposes of this Part of this Act and of sections 3, 5 and 11 of the principal Act, a person shall not be taken to carry on ordinary long-term insurance business by reason only of the incidental inclusion in a contract of insurance whose principal object is to insure a person against risks of a kind such that the business of effecting and carrying out contracts of insurance against them constitutes marine, aviation and transport insurance business, motor vehicle insurance business or property insurance business, of provision whereby he assumes liability against the happening of personal accidents (whether fatal or not).

For the purposes of this Part of this Act, a person shall not be taken to carry on pecuniary loss insurance business by reason only of the incidental inclusion, in a contract of insurance whose principal object is to insure a person against risks of a kind such that the business of effecting and carrying out contracts of insurance against them constitutes marine, aviation and transport insurance business, motor vehicle insurance business or property insurance business, of provision whereby he assumes liability against such risks as are mentioned in section 59(7)(c) and (d) of this Act.

For the purposes of this Part of this Act, a person shall not be taken to carry on personal accident insurance business by reason only of the incidental inclusion, in a contract of insurance whose principal object is to insure a person against risks of a kind such that the business of effecting and carrying out contracts of insurance against them constitutes marine, aviation and transport insurance business, motor vehicle insurance business or property insurance business, of provision whereby he assumes liability against the happening of personal accidents (whether fatal or not).

The Industrial Assurance Commissioner may, on the application of a collecting society registered in Northern Ireland, by order exempt it from any provision of the Industrial Assurance Acts 1923 to 1958 if he is satisfied that the existence of a provision of an enactment of the Parliament of Northern Ireland renders it unnecessary for the first-mentioned provision to apply to the society.

The Industrial Assurance Commissioner may by order revoke an order made under the foregoing subsection with respect to a society, but the revocation shall not take effect until— and where he does so he shall, within the three days next after doing so, give written notice to the society that he has done so.

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In this Part of this Act, . . . “director” includes any person occupying the position of director, by whatever name called.

A person shall not be deemed to be within the meaning of any provision of this Part of this Act a person in accordance with whose directions or instructions the directors of a company or other body corporate or any of them are accustomed to act by reason only that the directors of the body act on advice given by him in a professional capacity.

References in this Part of this Act to a body corporate shall be construed as not including a corporation sole or a Scottish firm but as including a body incorporated outside Great Britain.

The provisions of this Act specified in subsection (3) below shall extend to the Isle of Man subject to such of the modifications specified in section 103 of the Friendly Societies Act 1896 as are relevant in the circumstances; and, notwithstanding anything in section 11 of the Petty Sessions and Summary Jurisdiction Act 1927 (an Act of Tynwald), a complaint relating to an offence under section 60 or 86 of this Act which is triable by a court of summary jurisdiction in the Isle of Man may be so tried if it is made at any time within three years after the commission of the offence and within twelve months after the date on which evidence sufficient in the opinion of the Attorney General of the Isle of Man to justify the proceedings comes to his knowledge, and for this purpose a certificate of the said Attorney General as to the date on which such evidence as aforesaid came to his knowledge shall be conclusive evidence.

The provisions of this Act specified in the following subsection shall extend to the Bailiwick of Jersey subject to such of the modifications specified in section 104(1) of the Friendly Societies Act 1896 as are relevant in the circumstances and to the Bailiwick of Guernsey subject to such of the modifications specified in section 104(2) of that Act as are so relevant.

The provisions of this Act referred to in subsections (1) and (2) above are the following, namely,—

Subject to the provisions of this section, where, at the end of its financial year, a company has subsidiaries, there shall, in the case of each subsidiary, be stated in, or in a note on, or statement annexed to, the company's accounts laid before it in general meeting—

For the purposes of the foregoing subsection, shares of a body corporate shall be treated as being held, or as not being held, by another such body if they would, by virtue of section 154(3) of the principal Act, be treated as being held or, as the case may be, as not being held by that other body for the purpose of determining whether the first-mentioned body is its subsidiary; and the particulars required by the foregoing subsection shall include, with reference to the proportion of the nominal value of the issued shares of a class represented by shares held by a company, a statement of the extent (if any) to which it consists in shares held by, or by a nominee for, a subsidiary of the company and the extent (if any) to which it consists in shares held by, or by a nominee for, the company itself.

Subsection (1) of this section shall not require the disclosure of information with respect to a body corporate which is the subsidiary of another and is incorporated outside the United Kingdom or, being incorporated in the United Kingdom, carries on business outside the United Kingdom if the disclosure would, in the opinion of the directors of that other, be harmful to the business of that other or of any of its subsidiaries and the Board of Trade agree that the information need not be disclosed.

If, in the opinion of the directors of a company having, at the end of its financial year, subsidiaries, the number of them is such that compliance with subsection (1) of this section would result in particulars of excessive length being given, compliance with that subsection shall not be requisite except in the case of the subsidiaries carrying on the businesses the results of the carrying on of which, in the opinion of the directors, principally affected the amount of the profit or loss of the company and its subsidiaries or the amount of the assets of the company and its subsidiaries.

Where, in the case of a company, advantage is taken of the last foregoing subsection.—

If a company fails to satisfy an obligation imposed on it by the last foregoing subsection to annex particulars to a return, the company and every officer of the company who is in default shall be liable to a default fine.

Subject to the provisions of this section, if, at the end of its financial year, a company holds shares of any class comprised in the equity share capital of another body corporate (not being its subsidiary) exceeding in nominal value one tenth of the nominal value of the issued shares of that class, there shall be stated in, or in a note on, or statement annexed to, the accounts of the company laid before it in general meeting—

If, at the end of its financial year, a company holds shares in another body corporate (not being its subsidiary) and the amount of all the shares therein which it holds (as stated or included in its accounts laid before it in general meeting) exceeds one tenth of the amount of its assets (as so stated), there shall be stated in, or in a note on, or statement annexed to, those accounts—

Neither of the foregoing subsections shall require the disclosure by a company of information with respect to another body corporate if that other body is incorporated outside the United Kingdom or, being incorporated in the United Kingdom, carries on business outside the United Kingdom if the disclosure would, in the opinion of the directors of the company, be harmful to the business of the company or of that other body and the Board of Trade agree that the information need not be disclosed.

If, at the end of its financial year a company falls within subsection (1) of this section in relation to more bodies corporate than one, and the number of them is such that, in the opinion of the directors, compliance with that subsection would result in particulars of excessive length being given, compliance with that subsection shall not be requisite except in the case of the bodies carrying on the businesses the results of the carrying on of which, in the opinion of the directors, principally affected the amount of the profit or loss of the company or the amount of its assets.

Where, in the case of a company, advantage is taken of the last foregoing subsection.—

If a company fails to satisfy an obligation imposed on it by the last foregoing subsection to annex particulars to a return, the company and every officer of the company who is in default shall be liable to a default fine.

For the purposes of this section, shares of a body corporate shall be treated as being held, or as not being held, by another such body if they would, by virtue of section 154(3) of the principal Act (but on the assumption that paragraph (b) (ii) had been omitted therefrom), be treated as being held or, as the case may be, as not being held by that other body for the purpose of determining whether the first-mentioned body is its subsidiary.

In this section " equity share capital " has the meaning assigned to it by section 154(5) of the principal Act.

Subject to the following subsection, where, at the end of its financial year, a company is the subsidiary of another body corporate, there shall be stated in, or in a note on, or statement annexed to, the company's accounts laid before it in general meeting the name of the body corporate regarded by the directors as being the company's ultimate holding company and, if known to them, the country in which it is incorporated.

The foregoing subsection shall not require the disclosure by a company which carries on business outside the United Kingdom of information with respect to the body corporate regarded by the directors as being its ultimate holding company if the disclosure would, in their opinion, be harmful to the business of that holding company or of the first-mentioned company or any other of that holding company's subsidiaries and the Board of Trade agree that the information need not be disclosed.

In any accounts of a company laid before it in general meeting, or in a statement annexed thereto, there shall, so far as the information is contained in the company's books and papers or the company has the right to obtain it from the persons concerned.—

If, of the directors of a company (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), the emoluments of one only (so far as ascertainable from information contained in the company's books and papers or obtainable by right by the company from him) exceed the relevant amount, his emoluments (so far as so ascertainable) shall also be shown in the said accounts or in a statement annexed thereto ; and if, of the directors of a company (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), the emoluments (so far as so ascertainable) of each of two or more exceed the relevant amount, the emoluments (so far as so ascertainable) of him (or them, in the case of equality) who had the greater or, as the case may be, the greatest shall also be shown in the said accounts or in a statement annexed thereto.

For the purposes of this section there shall be brought into account as emoluments of any person all such amounts (other than contributions paid in respect of him under any pension scheme) as in his case are, by virtue of section 196 of the principal Act (disclosure of aggregates of directors' salaries, pensions, &c), required to be included in the amount shown under subsection (1)(a) of that section.

If, in the case of any accounts, the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in their report thereon, so far as they are reasonably able to do so, a statement giving the required particulars.

In section 198 of the principal Act (general duty to make disclosure for the purposes of sections 195 to 197), the reference in subsection (1) to sections 195 and 196 of that Act and the reference in subsection (3) to the said section 196 shall each be construed as including a reference to this section.

A company which is neither a holding company nor a subsidiary of another body corporate shall not be subject to the requirements of this section as respects a financial year in the case of which the amount shown in its accounts under section 196(1)(a) of the principal Act does not exceed £7,500.

In this section—

In any accounts of a company laid before it in general meeting, or in a statement annexed thereto, there shall be shown, so far as the information is contained in the company's books and papers or the company has the right to obtain it from the persons concerned.—

For the purposes of this section—

Subsections (4), (5) and (6) of the last foregoing section shall, with the substitution, for references to that section, of references to this section, apply for the purposes of this section as they apply for the purposes of that section.

In any accounts of a company laid before it in general meeting, or in a statement annexed thereto, there shall be shown by reference to each pair of adjacent points on a scale whereon the lowest point is £10,000 and the succeeding ones are successive integral multiples of £2,500 beginning with that in the case of which the multiplier is five, the number (if any) of persons in the company's employment whose several emoluments exceeded the lower point but did not exceed the higher, other than.—

For the purposes of this section, a person's emoluments shall include any paid to or receivable by him from the company, the company's subsidiaries and any other person in respect of his services as a person in the employment of the company or a subsidiary thereof or as a director of a subsidiary thereof (except sums to be accounted for to the company or any of its subsidiaries) and " emoluments ", in relation to a person, includes fees and percentages, any sums paid by way of expenses allowance in so far as those sums are charged to United Kingdom income tax, and the estimated money value of any other benefits received by him otherwise than in cash.

The amounts to be brought into account for the purpose of complying with subsection (1) above as respects a financial year shall be the sums receivable in respect of that year, whenever paid, or, in the case of sums not receivable in respect of a period, the sums paid during that year, so, however, that where— those sums shall, to the extent to which the liability is released or not enforced or they are charged as aforesaid, as the case may be, be brought into account for the purpose of complying with subsection (1) above on the first occasion on which it is practicable to do so.

If, in the case of any accounts, the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in their report thereon, so far as they are reasonably able to do so, a statement giving the required particulars.

References in subsection (2) above to a company's subsidiary—

None of the following provisions of this Act, namely, sections 3 to 9 and Schedule 1, shall apply to a balance sheet, profit and loss account or group accounts of a company laid before it in general meeting in respect of a financial year ending before that provision comes into operation.

In relation to the first balance sheet of a company laid before it in general meeting in respect of a financial year ending after the coming into operation of section 9 of, and Schedule 1 to, this Act, paragraph 11(11) of Schedule 8 to the principal Act shall not have effect so as to require there to be shown corresponding amounts at the end of the immediately preceding financial year of items which, but for this Act, would not have had to be shown in the balance sheet.

In relation to the first profit and loss account of a company laid before it in general meeting in respect of a financial year ending after the coming into operation of section 9 of, and Schedule 1 to, this Act, paragraph 14(5) of the said Schedule 8 shall not have effect so as to require there to be shown corresponding amounts for the immediately preceding financial year of items which, but for this Act, would not have had to be shown in the profit and loss account.

A company which, immediately before section 9 of, and Schedule 1 to, this Act come into operation is entitled to the benefit of paragraph 25 of the said Schedule 8 shall, notwithstanding that, by reason of the amendment by this Act of that paragraph, it ceases to be one to which that paragraph applies, be entitled to the benefit of that paragraph as respects any balance sheet and profit and loss account laid before it in general meeting in respect of a financial year ending before the said section 9 and Schedule 1 come into operation.

In this section, " item " does not include one required to be shown by section 6, 7 or 8 of this Act.

Where an item required by section 196 of the principal Act or section 6, 7 or 8 of this Act to be shown in a company's accounts or in a statement annexed is, in the case of a financial year, shown in such a statement, the corresponding amount for the immediately preceding financial year shall be included in that statement.

If any person being a director of a company fails to take all reasonable steps to secure compliance with the provisions of the foregoing subsection, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding £200: Provided that—

The power of the Board of Trade under section 454(1) of the principal Act by regulations made by statutory instrument to alter or add to the requirements of that Act as to the matters to be stated in a company's balance sheet, profit and loss account and group accounts, and in particular those of Schedule 8 to that Act, shall include power, by regulations so made—

Regulations may be made by virtue of the foregoing subsection with respect to banking and discount companies generally or to any class of such companies; and—

For the purposes of subsection (3) of the said section 454 (which precludes the making, under subsection (1) thereof, of regulations rendering more onerous the requirements aforesaid unless a draft of the instrument containing the regulations has been laid before Parliament and approved by resolution of each House of Parliament), regulations made by virtue of subsection (1) above shall be deemed to render the said requirements more onerous.

Notwithstanding subsection (1) of section 161 of the principal Act (disqualifications for appointment as auditor) but subject to subsections (2) to (4) thereof, a person shall be qualified for appointment as auditor of a company in the case of which, at the time of his appointment, the following condition is satisfied, namely, that no shares or debentures of the company, or of a body corporate of which it is the subsidiary, have been quoted on a stock exchange (whether in Great Britain or elsewhere) or offered (whether in Great Britain or elsewhere) to the public for subscription or purchase, if he is for the time being authorised by the Board of Trade to be appointed auditor of a company in whose case at that time that condition is satisfied as having throughout the period of twelve months ending 3rd November 1966 been wholly or mainly occupied in practising as an accountant (otherwise than as the employee of another person) and on that day been the duly appointed auditor of a company that was then an exempt private company within the meaning of the principal Act.

Notwithstanding the repeal of the proviso to section 161(1) of the principal Act, a person who, at the time when the repeal takes effect, is auditor of an exempt private company within the meaning of the principal Act shall, subject to subsections (2) to (4) of that section, be qualified for appointment as auditor of that company until the expiration of the period of twelve months beginning with the day on which the repeal takes effect, provided that the condition mentioned in the foregoing subsection with respect to shares and debentures is satisfied at the time of his appointment.

A person shall not, by virtue of subsection (2)(b) or (3) of section 161 of the principal Act, be disqualified for appointment as auditor of a company at any time during the period of three years beginning with the day on which this subsection comes into operation if, on that day, he is a duly appointed auditor thereof, the condition mentioned in subsection (1) above with respect to shares and debentures is satisfied at the time of his appointment and, if this Act had not passed, the said subsection (3) would not operate to disqualify him for appointment.

A person shall not be authorised under section 161(1)(b) of the principal Act by the Board of Trade to be appointed as auditor of a company as having before the 6th August 1947 practised in Great Britain as an accountant unless he has made an application in that behalf to the Board of Trade before the date on which this subsection comes into operation.

In section 55(1) of the principal Act (construction of references to offering shares or debentures to the public), the first reference to that Act shall be construed as including a reference to subsection (1) of this section.

In subsections (1) to (3) of this section, " company " does not include a company that carries on business as the promoter of a trading stamp scheme within the meaning of the Trading Stamps Act 1964.

The auditors of a company shall make a report to the members on the accounts examined by them, and on every balance sheet, every profit and loss account and all group accounts laid before the company in general meeting during their tenure of office.

The auditors' report shall be read before the company in general meeting and shall be open to inspection by any member.

The report shall—

It shall be the duty of the auditors of a company, in preparing their report under this section, to carry out such investigations as will enable them to form an opinion as to the following matters, that is to say.— and if the auditors are of opinion that proper books of account have not been kept by the company or that proper returns adequate for their audit have not been received from branches not visited by them, or if the balance sheet and (unless it is framed as a consolidated profit and loss account) profit and loss account are not in agreement with the books of account and returns, the auditors shall state that fact in their report.

Every auditor of a company shall have a right of access at all times to the books and accounts and vouchers of the company, and shall be entitled to require from the officers of the company such information and explanation as he thinks necessary for the performance of the duties of the auditors.

If the auditors fail to obtain all the information and explanations which, to the best of their knowledge and belief, are necessary for the purposes of their audit, they shall state that fact in their report.

The auditors of a company shall be entitled to attend any general meeting of the company and to receive all notices of, and other communications relating to, any general meeting which any member of the company is entitled to receive, and to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as auditors.

The foregoing provisions of this section shall have effect in place of section 162 of, and Schedule 9 to, the principal Act, and, accordingly.—

The directors' report shall state the names of the persons who, at any time during the financial year, were directors of the company and the principal activities of the company and of its subsidiaries in the course of that year and any significant change in those activities in that year, and shall also—