registered UK limited company, uk company formation and incorporation services for ready made registered PLC public limited companiescaribbean company eastern formations, Company formation agents for UK and offshore company formation and registration, registered office and nominee secretary service, Apostilleslimited liability company formations, Company formation agents for UK and offshore company formation and registration, registered office and nominee secretary service, Apostilles UK Companies Act 1989, Companies Act, Company Act 1989 Free. Parent company need not prepare group accounts for a financial year in relation to which the group headed by that company qualifies as a small or medium-sized group and is not an ineligible group. The Companies Act 1989 will have huge impact on solicitors, accountants and all company lawyers. A group is ineligible if any of its members is (a) a public company or a body corporate which (not being a company) has power under its constitution to offer its shares or debentures to the public and may lawfully exercise that power, (b) an authorised institution under the Banking Act 1987, (c) an insurance company to which Part II of the Insurance Companies Act 1982 applies, or (d) an authorised person under the Financial Services Act 1986. If the directors of a company propose to take advantage of the exemption conferred by this section, it is the auditors' duty to provide them with a report stating whether in their opinion the company is entitled to the exemption. The exemption does not apply unless (a) the auditors report states that in their opinion, the company is so entitled, and (b) that report is attached to the individual accounts of the company. The order delegates the Secretary of State statutory functions in relation to auditors under part II of the Companies Act 1989 to the Financial Reporting. Companies: implementation of Part VII of the Companies Act 1989 (Financial markets and insolvency) draft regulations.
This applies to companies capable of being wound up under that Act. Section 348(1) of the Companies Act 1989 states: Every company shall paint or affix, and keep painted or affixed its name on the outside of every office or place in which its business is carried on, in a conspicuous position and in letters easily legible. Section 349(1)(d) of the Companies Act 1989 states: Every company shall have its name mentioned in legible characters in all its bills of parcels, invoices, receipts and letters of credit. Adding the requirements of the two Acts together, it would appear that the Business Names Act notice would suffice for both Acts and possibly one only would be required if it could be clearly seen and read from both inside and outside the premises (the doorway, perhaps). The Companies Act requires the name of the company, the Business Names Act requires an address as well. Address is not defined but we would interpret it as an address sufficient for papers to be served in person. A Post Office Box Number is not considered to be suitable. Where a banking company, or a company which is the holding company of a credit institution, prepares annual accounts for a financial year, it need not comply with the provisions of Part II of Schedule 6 (loans, quasi-loans and other dealings) in relation to a transaction or arrangement of a kind mentioned in section 330, or an agreement to enter into such a transaction or arrangement, to which that banking company or (as the case may be) credit institution is a party. In sub-paragraph (1) of paragraph 3, for the words from the beginning to that banking company for - there shall be substituted the words Where a banking company, or a company which is the holding company of a credit institution, takes advantage of the provisions of paragraph 2 of this Part of this Schedule for the purposes of its annual accounts for a financial year, then, in preparing those accounts, it shall comply with the provisions of Part III of Schedule 6 (other transactions, arrangements and agreements) only in relation to a transaction, arrangement or agreement made by that banking company or (as the case may be) credit institution for. In paragraph 3(4) and (5), for the word company there shall be substituted the words body corporate.
Section 459 Companies Act 1989. If a dispute arises between shareholders, after considering the small print of the Company Articles of Association, probably the next most important legal principle for any shareholder to understand is Section 459 of the Companies Act 1989. The most relevant part of the provision states as follows: A member of a company may apply to the court for an order under this Part on the ground that the company affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of its members generally or of some part of its members added; a member is simply a shareholder. The section is, in itself, worded in a very legalistic manner and many lawyers find it difficult to understand, so what chance does the layman have? What the section seeks to do is protect minority shareholders (those with a 50% shareholding or less) in circumstances where the majority shareholders seek to act in a way which is unfairly prejudicial to their interests.
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SCHEDULE 21. Additional requirements for recognition



ARRANGEMENT OF SECTIONS

Part I. Company Accounts

Part II. Eligibility for Appointment as Company Auditor

Part III. Investigations and Powers to Obtain Information

Part IV. Registration of Company Charges

Part VI. Mergers and Related Matters

Part VII. Financial Markets and Insolvency

Part VIII. Amendments of the Financial Services Act 1986

Part IX. Transfer of Securities

Part X. Miscellaneous and General Provisions

SCHEDULE 1. Form and Content of Company Accounts

SCHEDULE 2. Form and Content of Group Accounts

SCHEDULE 3. Disclosure of Information: Related Undertakings

SCHEDULE 4. Disclosure of Information: Emoluments and Other Benefits of Directors and Others

SCHEDULE 5. Matters to be included in Directors' Report

SCHEDULE 6. Exemptions for Small and Medium-sized Companies

SCHEDULE 7. Special Provisions for Banking and Insurance Companies and Groups

SCHEDULE 8. Special Provisions for Banking or Insurance Companies

SCHEDULE 9. Parent and Subsidiary Undertakings: Supplementary Provisions

SCHEDULE 10. Amendments Consequential on Part I

SCHEDULE 11. Recognition of Supervisory Body

SCHEDULE 12. Recognition of Professional Qualification

SCHEDULE 13. Supplementary Provisions with Respect to Delegation Order

SCHEDULE 14. Supervisory and qualifying bodies: Restrictive practices

SCHEDULE 15. Charges on Property of Oversea Companies

SCHEDULE 16. Amendments Consequential on Part IV

SCHEDULE 17. Company Contracts, Seals

SCHEDULE 18. Subsidiary and related expressions

SCHEDULE 19. Minor amendments of the Companies Act 1985

SCHEDULE 20. Amendments about mergers and related matters

SCHEDULE 21. Additional requirements for recognition

SCHEDULE 22. Financial Markets and Insolvency

SCHEDULE 23. Consequential Amendments of the Financial Services Act 1986

SCHEDULE 24. Repeals
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Companies Act 1989
1989 c. 40 - continued
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SCHEDULE 21
Section 156(1). 
 Additional requirements for recognition
 

Part I
 
U.K. investment exchanges
 
Default rules
    1.—(1)  The exchange must have default rules which, in the event of a member of the exchange appearing to be unable to meet his obligations in respect of one or more market contracts, enable action to be taken in respect of unsettled market contracts to which he is party.

    (2)  The rules may authorise the taking of the same or similar action in relation to a member who appears to be likely to become unable to meet his obligations in respect of one or more market contracts.

    (3)  The rules must enable action to be taken in respect of all unsettled market contracts, other than those entered into by a recognised clearing house for the purposes of or in connection with the provision of clearing services for the exchange.

    (4)  As regards contracts entered into by the exchange for the purposes of or in connection with the provision of its own clearing services, the rules must contain provision corresponding to that required by paragraphs 9 to 11 below in the case of a UK clearing house.

    (5)  As regards other contracts the rules must contain provision complying with paragraphs 2 and 3 below.
 
Content of rules
    2.—(1)  The rules must provide for all rights and liabilities between those party as principal to unsettled market contracts to which the defaulter is party as principal to be discharged and for there to be paid by one party to the other such sum of money (if any) as may be determined in accordance with the rules.

    (2)  The rules must further provide—
    (a)  for the sums so payable in respect of different contracts between the same parties to be aggregated or set off so as to produce a net sum, and
    (b)  for the certification by or on behalf of the exchange of the net sum payable or, as the case may be, of the fact that no sum is payable.
    (3)  The rules may make special provision with respect to, or exclude from the provisions required by sub-paragraphs (1) and (2), contracts of any description prescribed for the purposes of this sub-paragraph by regulations made by the Secretary of State.
 
Notification to other parties affected
    3.    The exchange must have adequate arrangements for securing that—
    (a)  parties to unsettled market contracts with a defaulter acting as principal are notified as soon as reasonably practicable of the default and of any decision taken under the rules in relation to contracts to which they are a party; and
    (b)  parties to unsettled market contracts with a defaulter acting as agent and the defaulter's principals are notified as soon as reasonably practicable of the default and of the identity of the other party to the contract.
 
Application of default rules to designated non-members
    4.—(1)  The rules may make the same or similar provision in relation to designated non-members as in relation to members of the exchange.

    (2)  If such provision is made, the exchange must have adequate procedures—
    (a)  for designating the persons, or descriptions of person, in respect of whom action may be taken,
    (b)  for keeping under review the question which persons or descriptions of person should be or remain so designated, and
    (c)  for withdrawing such designation.
    (3)  The procedures shall be designed to secure that a person is not or does not remain designated if failure by him to meet his obligations in respect of one or more market contracts would be unlikely adversely to affect the operation of the market, and that a description of persons is not or does not remain designated if failure by a person of that description to meet his obligations in respect of one or more market contracts would be unlikely adversely to affect the operation of the market.

    (4)  The exchange must have adequate arrangements—
    (a)  for bringing a designation or withdrawal of designation to the attention of the person or description of persons concerned, and
    (b)  where a description of persons is designated, or the designation of a description of persons is withdrawn, for ascertaining which persons fall within that description.
 
Delegation of functions in connection with default procedures
    5.    The rules may make provision for the whole or part of the functions mentioned in paragraphs 1 to 4 to be performed by another body or person on behalf of the exchange.
 
Co-operation with other authorities
    6.    The exchange must be able and willing to co-operate, by the sharing of information and otherwise, with the Secretary of State, any relevant office-holder and any other authority or body having responsibility for any matter arising out of, or connected with, the default of a member of the exchange or any designated non-member.
 
Margin
    7.    Where the exchange provides its own clearing arrangements and margined transactions are effected, paragraph 14 below applies as it applies in relation to a clearing house.
 

Part II
 
U.K. clearing houses
 
Default rules
    8.—(1)  The clearing house must have default rules which, in the event of a member of the clearing house appearing to be unable to meet his obligations in respect of one or more market contracts, enable action to be taken to close out his position in relation to all unsettled market contracts to which he is a party.

    (2)  The rules may authorise the taking of the same or similar action where a member appears to be likely to become unable to meet his obligations in respect of one or more market contracts.
 
Content of rules
    9.—(1)  The rules must provide for all rights and liabilities of the defaulter under or in respect of unsettled market contracts to be discharged and for there to be paid by or to the defaulter such sum of money (if any) as may be determined in accordance with the rules.

    (2)  The rules must further provide—
    (a)  for the sums so payable by or to the defaulter in respect of different contracts to be aggregated or set off so as to produce a net sum;
    (b)  for that sum—

      (i)  if payable by the defaulter to the clearing house, to be set off against any property provided by or on behalf of the defaulter as cover for margin (or the proceeds of realisation of such property) so as to produce a further net sum, and

      (ii)  if payable by the clearing house to the defaulter to be aggregated with any property provided by or on behalf of the defaulter as cover for margin (or the proceeds of realisation of such property); and
    (c)  for the certification by or on behalf of the clearing house of the sum finally payable or, as the case may be, of the fact that no sum is payable.
    10.—(1)  The reference in paragraph 9 to the rights and liabilities of a defaulter under or in respect of an unsettled market contract includes (without prejudice to the generality of that provision) rights and liabilities arising in consequence of action taken under provisions of the rules authorising—
    (a)  the effecting by the clearing house of corresponding contracts in relation to unsettled market contracts to which the defaulter is a party;
    (b)  the transfer of the defaulter's position under an unsettled market contract to another member of the clearing house;
    (c)  the exercise by the clearing house of any option granted by an unsettled market contract.
    (2)  A "corresponding contract" means a contract on the same terms (except as to price or premium) as the market contract, but under which the person who is the buyer under the market contract agrees to sell and the person who is the seller under the market contract agrees to buy.

This sub-paragraph applies with any necessary modifications in relation to a market contract which is not an agreement to sell.



    (3)  The reference in paragraph 9 to the rights and liabilities of a defaulter under or in respect of an unsettled market contract does not include, where he acts as agent, rights or liabilities of his arising out of the relationship of principal and agent.
 
Notification to other parties affected
    11.    The clearing house must have adequate arrangements for securing that parties to unsettled market contracts with a defaulter are notified as soon as reasonably practicable of the default and of any decision taken under the rules in relation to contracts to which they are a party.
 
Delegation of functions in connection with default procedures
    12.    The rules may make provision for the whole or part of the functions mentioned in paragraphs 8 to 11 to be performed by another body or person on behalf of the clearing house.
 
Co-operation with other authorities
    13.    The clearing house must be able and willing to co-operate, by the sharing of information and otherwise, with the Secretary of State, any relevant office-holder and any other authority or body having responsibility for any matter arising out of, or connected with, the default of a member of the clearing house.
 
Margin
    14.—(1)  The rules of the clearing house must provide that, in the event of a default, margin provided by the defaulter for his own account is not to be applied to meet a shortfall on a client account.

    (2)  This is without prejudice to the requirements of any relevant regulations under section 55 of the [1986 c. 60.] Financial Services Act 1986 (clients' money).
 

Part III
 
Overseas investment exchanges and clearing houses
    15.—(1)  The rules and practices of the body, together with the law of the country in which the body's head office is situated, must be such as to provide adequate procedures for dealing with the default of persons party to market contracts connected with the body.

    (2)  The reference in sub-paragraph (1) to default is to a person being unable to meet his obligations.
 
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