UK Companies Act 2006

UK Company Law

The UK Companies Act 2006  is an Act of the Parliament of the United Kingdom which regulates companies incorporated under UK company law. You will find below the key extracts from the The UK Companies Act 2006 along with the full act.

§53. Company Name

1. A company must not be registered under this Act by a name if, in the opinion of the Secretary of State—

  • (a)  its use by the company would constitute an offence, or
  • (b)  it is offensive.

§58. The name of a limited company that is a public company must end with “public limited company” or “p.l.c.”.

§59. The name of a limited company that is a private company must end with “limited” or “ltd.”.

§86. Registered Office

A company must at all times have a registered office to which all communications and notices may be addressed.

§18. Article of Association

1.A company must have articles of association prescribing regulations for the company.

2.Unless it is a company to which model articles apply by virtue of section 20 (default application of model articles in case of limited company), it must register articles of association.

3.Articles of association registered by a company must—

  • (a)  be contained in a single document, and
  • (b)  be divided into paragraphs numbered consecutively.

4.References in the Companies Acts to a company’s “articles” are to its articles of association.

§3. Types of Company

1. A company is a “limited company” if the liability of its members is limited by its constitution. It may be limited by shares or limited by guarantee.

2.If their liability is limited to the amount, if any, unpaid on the shares held by them, the company is “limited by shares”.

3. If their liability is limited to such amount as the members undertake to contribute to the assets of the company in the event of its being wound up, the company is “limited by guarantee”.

4. If there is no limit on the liability of its members, the company is an “unlimited company”.

§4.1. A “private company” is any company that is not a public company.

2. A “public company” is a company limited by shares or limited by guarantee and having a share capital

§154. Directors

1. A private company must have at least one director.

2. A public company must have at least two directors.

§155. A company must have at least one director who is a natural person.

§157.  A person may not be appointed a director of a company unless he has attained the age of 16 years.

§123. Shareholder

If a limited company is formed under this Act with only one member there shall be entered in the company’s register of members, with the name and address of the sole member, a statement that the company has only one member.

§5 Share Capital

A company cannot be formed as, or become, a company limited by guarantee with a share capital.

§763.1. “The authorised minimum”, in relation to the nominal value of a public company’s allotted share capital is—

  • (a) £50,000,
  • or (b) the prescribed Euro equivalent.

2. The Secretary of State may by order prescribe the amount in Euros that is for the time being to be treated as equivalent to the sterling amount of the authorised minimum.

§1028. Company Restoration

1.  An application may be made to the registrar to restore to the register a company that has been struck off the register under section 1000 or 1001 (power of registrar to strike off defunct company).

2.  An application under this section may be made whether or not the company has in consequence been dissolved.

3.  An application under this section may only be made by a former director or former member of the company.

4.  An application under this section may not be made after the end of the period of six years from the date of the dissolution of the company. For this purpose an application is made when it is received by the registrar

UK Company Formation
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