Companies Act 1967

JurisdictionUK Non-devolved
Citation1967 c. 81


Companies Act 1967

1967 CHAPTER 81

An Act to amend the law relating to companies, insurance, partnerships and moneylenders.

[27th July 1967]

Be it enacted by the Queen'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:—

I Amendments of Law with respect to Companies Generally

Part I

Amendments of Law with respect to Companies Generally

Meaning of ‘the principal Act’ for Purposes of Part I

Meaning of ‘the principal Act’ for Purposes of Part I

S-1 Meaning of ‘the principal Act’ for purposes of Part I.

1 Meaning of ‘the principal Act’ for purposes of Part I.

1. In this Part of this Act, ‘the principal Act’ means the Companies Act 1948.

Abolition of Status of ‘Exempt Private Company’

Abolition of Status of ‘Exempt Private Company’

S-2 Abolition of status of ‘exempt private company’.

2 Abolition of status of ‘exempt private company’.

2. The following provisions of the principal Act shall cease to have effect to the following extent, that is to say:—

section 129 (exemption, in case of exempt private companies as therein defined, from compliance with the requirement of section 127 as to documents to be annexed to annual return), as to the whole thereof;

section 161(1), so far as it exempts, from compliance with the requirements laid down thereby as to the qualifications to be possessed by a person for appointment as auditor of a company, a private company which at the time of the auditor's appointment is an exempt private company;

section 161(2), so far as it excepts, from the disqualification imposed by paragraph (b ) thereof on a person who is a partner of, or in the employment of, an officer or servant of a company for appointment as auditor of the company, such a private company as aforesaid;

section 190(1), so far as it excludes anything done by a company which is for the time being an exempt private company from the prohibition imposed thereby of a company's making a loan to any person who is its director or a director of its holding company or entering into any guarantee or providing any security in connection with a loan made to such a person as aforesaid by any other person;

section 410(1), so far as it exempts, from compliance with the requirement imposed thereby on an oversea company to deliver annually copies of accounts to the registrar of companies, a company registered under the law relating to companies for the time being in force in Northern Ireland and having provisions in its constitution which would, if it had been registered in Great Britain, entitle it to rank as a private company, provided that there is delivered to the registrar of companies a certificate signed by a director and by the secretary of the company that, had section 129 of, and Schedule 7 to, the principal Act extended to Northern Ireland, it would at the date of the certificate have been an exempt private company.

Accounts

Accounts

S-3 Statement in holding company's accounts ofidentities and places of incorporation of subsidiaries, andparticulars of share-holdings therein.

3 Statement in holding company's accounts ofidentities and places of incorporation of subsidiaries, andparticulars of share-holdings therein.

(1) 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—

(a ) the subsidiary's name;

(b ) if it be incorporated in Great Britain and if it be registered in England and the company be registered in Scotland (or vice versa), the country in which it is registered, and if it be incorporated outside Great Britain, the country in which it is incorporated; and

(c ) in relation to shares of each class of the subsidiary held by the company, the identity of the class and the proportion of the nominal value of the issued shares of that class represented by the shares held.

(2) 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.

(3) 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.

(4) 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.

(5) Where, in the case of a company, advantage is taken of the last foregoing subsection,—

(a ) there must be included in the statement required by this section the information that it deals only with the subsidiaries carrying on such businesses as are referred to in that subsection; and

(b ) the particulars given in compliance with subsection (1) of this section, together with those which, but for the fact that advantage is so taken, would have to be so given, shall be annexed to the annual return first made by the company after its accounts have been laid before it in general meeting.

(6) 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.

S-4 Statement in company's accounts of identities andplaces of incorporation of companies not subsidiaries whose shares itholds, and particulars of those shares.

4 Statement in company's accounts of identities andplaces of incorporation of companies not subsidiaries whose shares itholds, and particulars of those shares.

(1) 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—

(a ) the name of that other body corporate and—

(i) if it be incorporated in Great Britain and if it be registered in England and the company be registered in Scotland (or vice versa), the country in which it is registered; and

(ii) if it be incorporated outside Great Britain, the country in which it is incorporated;

(b ) the identity of the class and the proportion of the nominal value of the issued shares of that class represented by the shares held; and

(c ) if the company also holds shares in that other body corporate of another class (whether or not comprised in its equity share capital), or of other classes (whether or not so comprised), the like particulars as respects that other class or, as the case may be, each of those other classes.

(2) 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—

(a ) the name of that other body corporate and—

(i) if it be incorporated in Great Britain and if it be registered in England and the company be registered in Scotland (or vice versa), the country in which it is registered; and

(ii) if it be incorporated outside Great Britain, the country in which it is incorporated; and

(b ) in relation to shares in that other body corporate of each class held, the identity of the class and the proportion of the nominal value of the issued shares of that class represented by the shares held.

(3) 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...

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