Companies Act 1928
| Jurisdiction | UK Non-devolved |
| Citation | 1928 c. 45 |
| Year | 1928 |
Companies Act, 1928
(18 & 19 Geo. 5.) CHAPTER 45.
An Act to amend the Companies Acts, 1908 to 1917, and for purposes connected therewith.
[3rd August 1928]
Be it enacted by the King's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—
Provisions of General Application.
Provisions of General Application.
1 Restriction on registration of companies by certain names
(1) A company shall not, except with the consent of the Board of Trade, be registered by a name which contains the word ‘Royal’ or ‘Imperial’ or ‘Municipal’ or ‘Chartered’ or which in the opinion of the registrar suggests, or is calculated to suggest, the patronage of His Majesty or of any member of the Royal Family or connection with His Majesty's Government or any department thereof or with any municipality or other local authority or society or body incorporated by Royal Charter.
(2) No company shall be registered by a name which contains the word ‘Co-operative’ except with the consent of the Board of Trade.
(3) No company, other than an association which in pursuance of section twenty of the principal Act is to be registered without the addition of the word ‘Limited’ to its name, shall be registered by a name which contains the words ‘Chamber of Commerce.’
If in the case of a company which has been registered by a name containing the words ‘Chamber of Commerce’ the licence granted under the said section twenty is revoked by the Board of Trade, the name of the company shall, within a period of six weeks from the date of the revocation or such longer period as the Board may think fit to allow, be changed to a name which does not contain the words ‘Chamber of Commerce,’ and if the name of the company is not so changed the company shall be liable to a fine not exceeding fifty pounds for every day during which the default continues.
In any such case the notice to be given by the Board of Trade under subsection (4) of the said section of their intention to revoke the said licence shall include a statement of the effect of the last foregoing paragraph of this subsection.
(4) No company shall be registered by a name which contains the words ‘building society.’
2 Declaration as to operation of s. 9 of principal Act.
2. For removing doubts it is hereby declared that a company has power under section nine of the principal Act to alter the provisions of its memorandum by including among its objects a power to sell or dispose of the whole undertaking of the company and a power to amalgamate with any other company or body of persons.
3 Alterations in memorandum or articles increasingliability to contribute to share capital not to bind existing memberswithout consent.
3. Notwithstanding anything in the memorandum or articles of a company, no member of the company shall, subject as hereinafter provided, be bound by any alteration made in the memorandum or articles after the date on which he became a member if and so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made or in any way increases his liability as at that date to contribute to the share capital of or otherwise to pay money to the company:
Provided that this section shall not apply in any case where the member agrees in writing to be bound by the alteration either before or after it is made.
4 Amendment of s. 18 of principal Act.
4. Section eighteen of the principal Act (which requires copies of the memorandum and articles of a company to be given to the members) shall be amended as follows:—
(3) Where any alteration is made in the memorandum of a company, every copy of the memorandum issued after the date of the alteration shall be in accordance with the alteration.
If, where any such alteration has been made, the company at any time after the date of the alteration, issues any copies of the memorandum which are not in accordance with the alteration, it shall be liable to a fine not exceeding one pound for each copy so issued, and every director, manager, secretary or other officer of the company who knowingly and wilfully authorises or permits the issue shall be liable to the like penalty.’
5 Index of members of company.
(1) Every company having more than fifty members shall, unless the register of members is in such a form as to constitute in itself an index, keep an index of the names of the members of the company and shall, within fourteen days after the date on which any alteration is made in the register of the members, make any necessary alteration in the index.
(2) The index (which may be in the form of a card index) shall in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.
(3) Subsection (1) of section thirty of the principal Act (which relates to the inspection of the register of members) shall have effect as if the index required to be kept by this section were a part of the register of members, and subsection (3) of the said section thirty shall apply accordingly.
(4) If a company fails to comply with this section, it shall be liable to a fine not exceeding five pounds for every day during which the default continues, and every director, manager, secretary or other officer of the company who knowingly and wilfully authorises or permits the default shall be liable to the like penalty.
6 Amendment of s. 26 of principal Act.
6. Section twenty-six of the principal Act (which relates to the annual list of the members of a company and the summary to be contained in that list) shall be amended as follows:—
The return must also state the address of the registered office of the company’ and the words ‘or stock’ and the words ‘or amount of stock’ shall be omitted therefrom and the following shall be substituted for paragraph (l ):
‘(l ) all such particulars with respect to the persons who at the date of the return are the directors of the company as are under section seventy-five of this Act required to be contained with respect to directors in the register of the directors of a company’:
Provided that the inclusion in the annual return of a statement as to the address of the registered office of the company shall not be taken to be in satisfaction of the obligation of a company under section sixty-two of the principal Act to give notice to the registrar of companies of the situation of its registered office and of any change therein;
(3) Except where the company is a private company, the annual return shall include a written copy, certified by a director or the manager or secretary of the company to be a true copy, of the last balance sheet which has been audited by the company's auditors (including every document required by law to be annexed thereto) together with a copy of the report of the auditors thereon (certified as aforesaid), and if any such balance sheet is in a foreign language there shall also be annexed to it a translation thereof in English, certified in the prescribed manner to be a correct translation:
Provided that, if the said last balance sheet did not comply with the requirements of the law as in force at the date of the audit with respect to the form of balance sheets there shall be made such additions to and corrections in the said copy as would have been required to be made in the said balance sheet in order to make it comply with the said requirements, and the fact that the said copy has been so amended shall be stated thereon’;
7 Annual return to be made by company not having share capital.
(1) Every company not having a share capital shall once at least in every calendar year make a return stating—
(a ) the address of the registered office of the company;
(b ) all such particulars with respect to the persons who at the date of the return are the directors of the company as are under section...
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