Defined terms — CA 2006

Defined terms — Companies Act 2006

United Kingdom · ukpga/2006/46 · 9056 provisions

422 defined in this instrument, 3 borrowed from other acts.

a group headed by the company — a group consisting of the company and any other undertaking (regardless of whether it is a subsidiary undertaking of the company) other than a parent undertaking of the company Section 435(4)

a recognised qualifying body — a qualifying body offering a recognised professional qualification Schedule 11, Part 1, paragraph 1(2)

accounting standards — statements of standard accounting practice issued by such body or bodies as may be prescribed by regulations Section 464(1)

accounts meeting — a general meeting of the company before which the company's annual accounts for a financial year are to be laid Section 439A(8)

actuarial investigation — an investigation made into the financial condition of an authorised insurance company in respect of its long-term business— by an actuary appointed as actuary to the company. carried out once in every period of twelve months in accordance with rules made under Part 9A of the Financial Services and Markets Act 2000, or carried out in accordance with a requirement imposed under section 166 of that Act Section 843(6)

address — — in relation to an individual, his usual residential or business address; in relation to a firm, its registered or principal office in the United Kingdom; .. Section 1261(1)

advocate — a person who has been admitted to the Bar under that Law Schedule 2, Part 2, paragraph 12(2)

advocate — a person who is qualified to act as an advocate in any court in the Island in accordance with section 7 of the Advocates Act 1976 (an Act of Tynwald: c. 27) Schedule 2, Part 2, paragraph 16(2)

all-party parliamentary group — an all-party group composed of members of one or both of the Houses of Parliament (or of such members and other persons) Section 376(2)

An appropriate national newspaper — a newspaper circulating throughout the part of the United Kingdom in which the company is registered Section 719(3)

appropriate audit authority — — in relation to an auditor of a public interest company (other than an Auditor General)— the Secretary of State, or if the Secretary of State has delegated functions under section 1252 to a body whose functions include receiving the statement or notice in question, that body; in the case of a major audit (other than one conducted by an Auditor General), the Financial Reporting Council Limited; in relation to an auditor of a non-public interest company (other than an Auditor General), the relevant supervisory body. in relation to an Auditor General, the Independent Supervisor Section 525(1)

arrangement — any agreement, scheme or arrangement (including an arrangement sanctioned in accordance with— Part 26 or 26A (arrangements and reconstructions), or section 110 of the Insolvency Act 1986 (c. 45) or Article 96 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (liquidator in winding up accepting shares as consideration for sale of company property)), and “company”, except in reference to company A, includes any body corporate Section 594(6)

arrangement — any agreement, scheme or arrangement (including an arrangement sanctioned in accordance with— Part 26 or 26A (arrangements and reconstructions), or section 110 of the Insolvency Act 1986 (c. 45) or Article 96 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (liquidator in winding up accepting shares as consideration for sale of company property)); “company”, except in reference to the issuing company, includes any body corporate Section 616(1)

arrangement — any agreement, scheme or arrangement, (including an arrangement sanctioned in accordance with— Part 26 or 26A of this Act (arrangements and reconstructions), or section 110 of the Insolvency Act 1986 (c. 45) or Article 96 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (liquidator in winding up accepting shares as consideration for sale of company's property)) Section 93(7)

Article 13 instrument — a financial instrument of a type determined by the European Commission under Article 13.2 of the transparency obligations directive Section 1266(1)

associate — — that individual's spouse or civil partner or minor child or step-child, any body corporate of which that individual is a director, and any employee or partner of that individual Section 1152(2)

associate — — any body corporate of which that body is a director, any body corporate in the same group as that body, and any employee or partner of that body or of any body corporate in the same group Section 1152(3)

associate — — any body corporate of which that partnership is a director, any employee of or partner in that partnership, and any person who is an associate of a partner in that partnership Section 1152(4)

associate — any person who is an associate of any of the partners Section 1152(5)

associate — — that individual's spouse, civil partner or minor child or step-child, any body corporate of which that individual is a director, and any employee or partner of that individual Section 1260(2)

associate — any person who is an associate of any of the partners Section 1260(5)

associate — any person who is an associate of any of the partners Section 345(5)

associate — any person who is an associate of any of the partners Section 937(5)

associated undertaking — — a parent undertaking or subsidiary undertaking of the company, or a subsidiary undertaking of a parent undertaking of the company; and “associate” has the meaning given by section 1152 Section 1151(3)

attaining university entrance level — — being educated to such a standard as would entitle him to be considered for such admission on the basis of— academic or professional qualifications obtained in the United Kingdom and recognised by the Secretary of State to be of an appropriate standard, or academic or professional qualifications obtained outside the United Kingdom which the Secretary of State considers to be of an equivalent standard, or being assessed, on the basis of written tests of a kind appearing to the Secretary of State to be adequate for the purpose (with or without oral examination), as of such a standard of ability as would entitle him to be considered for such admission Schedule 11, Part 2, paragraph 6(2)

audit committee — a body which performs— the functions referred to in— as they have effect on IP completion day, or rule 7.1.3 of the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority (audit committees and their functions) under the Financial Services and Markets Act 2000, or rule 2.4 of the Audit Committee Part of the Rulebook made by the Prudential Regulation Authority (audit committee) under that Act, equivalent functions. .. Section 494A

audit working papers and investigation reports — — any documents which are or have been held by a statutory auditor ... or a third country auditor and which are related to the conduct of an audit conducted by that auditor; any report of an inspection of the conduct of an audit by a statutory auditor ... or a third country auditor, or any report of an investigation into the conduct of a statutory auditor ... or a third country auditor Section 1261(1)

audited person — the person in respect of whom a statutory audit is conducted Section 1210(2)

Auditor General — — the Comptroller and Auditor General, the Auditor General for Scotland, the Auditor General for Wales, or the Comptroller and Auditor General for Northern Ireland; “issuer” has the same meaning as in Part 6 of the Financial Services and Markets Act 2000 (see section 102A(6)) Section 494A

authorised corporate service provider — a person— whose application to the registrar to become an authorised corporate service provider for the purposes of this Act has been granted (see section 1098B), who has not since ceased to be an authorised corporate service provider by virtue of section 1098F, and whose status as an authorised corporate service provider is not for the time being suspended by virtue of section 1098F Section 1098A

authorised insurance company — a person (whether incorporated or not) who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to effect or carry out contracts of insurance Section 1165(2)

Banking company — a person who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to accept deposits, other than— a person who is not a company, and a person who has such permission only for the purpose of carrying on another regulated activity in accordance with permission under that Part Section 1164(2)

banking partnership — a partnership which has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8). But a partnership is not a banking partnership if it has permission to accept deposits only for the purpose of carrying on another regulated activity in accordance with that permission Section 470(2)

board of directors — both the management board and the supervisory board Schedule 1C, paragraph 17(4)

branch — a branch within the meaning of the Eleventh Company Law Directive (89/666/EEC) Section 1046(3)

branch — a place of business that forms a legally dependent part of the institution and conducts directly all or some of the operations inherent in its business Section 1050(2)

business name — a name other than— in the case of an individual, his surname without any addition other than a permitted addition; in the case of a partnership— without any addition other than a permitted addition. the surnames of all partners who are individuals, and the corporate names of all partners who are bodies corporate Section 1200(2)

cash consideration — — cash received by the company, a cheque received by the company in good faith that the directors have no reason for suspecting will not be paid, a release of a liability of the company for a liquidated sum, an undertaking to pay cash to the company at a future date, or payment by any other means giving rise to a present or future entitlement (of the company or a person acting on the company's behalf) to a payment, or credit equivalent to payment, in cash Section 583(3)

cash consideration — — cash received by the company, or a cheque received by the company in good faith that the directors have no reason for suspecting will not be paid, or a release of a liability of the company for a liquidated sum, or an undertaking to pay cash to the company on or before a date not more than 90 days after the date on which the company agrees to sell the shares, or payment by any other means giving rise to a present or future entitlement (of the company or a person acting on the company's behalf) to a payment, or credit equivalent to payment, in cash. For this purpose “cash” includes foreign currency Section 727(2)

certified translation — a translation certified to be a correct translation Section 1107(1)

climate-related financial disclosures — — a description of the company’s governance arrangements in relation to assessing and managing climate-related risks and opportunities; a description of how the company identifies, assesses, and manages climate-related risks and opportunities; a description of how processes for identifying, assessing, and managing climate-related risks are integrated into the company’s overall risk management process; a description of— the principal climate-related risks and opportunities arising in connection with the company’s operations, and the time periods by reference to which those risks and opportunities are assessed; a description of the actual and potential impacts of the principal climate-related risks and opportunities on the company’s business model and strategy; an analysis of the resilience of the company’s business model and strategy, taking into consideration different climate-related scenarios; a description of the targets used by the company to manage climate-related risks and to realise climate-related opportunities and of performance against those targets; and a description of the key performance indicators used to assess progress against targets used to manage climate-related… Section 414CB

companies concerned in the scheme — every transferor and existing transferee company; “associated undertaking”, in relation to a company, means— a parent undertaking or subsidiary undertaking of the company, or a subsidiary undertaking of a parent undertaking of the company; and “associate” has the meaning given by section 937 Section 936(3)

company — a company that has securities admitted to trading on a UK regulated market Schedule 1C, paragraph 21(1)

company — a company incorporated or formed under the law of the country or territory in question, and in relation to such a company— Section 1182(4)

company — any company or other body the accounts of which must be audited in accordance with Part 16 Section 1261(1)

company — a company formed and registered under this Act, that is— a company so formed and registered after the commencement of this Part, or a company that immediately before the commencement of this Part— (which is to be treated on commencement as if formed and registered under this Act). was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or was an existing company for the purposes of that Act or that Order Section 1(1)

company — a UK-registered company Section 859A(7)

company — a company registered in England and Wales or in Northern Ireland Section 861(5)

company — an incorporated company registered in Scotland Section 879(6)

company — — a company within the meaning of this Act, or . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 994(3)

company — any body corporate that is liable to be wound up under the Insolvency Act 1986 (c. 45) or the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) Section 995(4)

company records — — any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Acts to be kept by a company, and any register kept by a company of its debenture holders Section 1134

conduct — an act or omission Section 1132A(8)

contracted — contracted unconditionally or subject to conditions being met Section 977(2)

contributory — every person liable to contribute to the assets of a company in the event of its being wound up Section 1170B(1)

control contract — a contract in writing conferring such a right which— is of a kind authorised by the articles of the undertaking in relation to which the right is exercisable, and is permitted by the law under which that undertaking is established Schedule 7, paragraph 4(2)

corporate governance statement — the statement required by rules 7.2.1 to 7.2.11 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority Section 472A(1)

corporate officer — an officer that is not an individual Section 1067A(8)

credit institution — borrowed from another act; this instrument states no meaning of its own Section 1173(1)

credit reference agency — a person carrying on a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose; ... .. Section 243(7)

crime — conduct which— constitutes a criminal offence, or is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and crime is “serious” if— the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose Section 1110C(3)

Crown representative — — in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy; in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall; in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer; in relation to other property, the Treasury Solicitor Section 1016(3)

date of the offer — — and references to the date of the offer are to be read in accordance with section 974(7) (revision of offer terms) where that applies; where the offer is published, the date of publication; where the offer is not published, or where any notices of the offer are given before the date of publication, the date when notices of the offer (or the first such notices) are given Section 991(1)

deed — — a deed governed by the law of England and Wales or Northern Ireland, or an instrument governed by a law other than the law of England and Wales or Northern Ireland which requires delivery under that law in order to take effect Section 859B(8)

defined benefit pension scheme — a pension scheme (as defined by section 1(5) of the Pension Schemes Act 1993) which is a defined benefits scheme within the meaning given by section 2 of the Pension Schemes Act 2015 Section 833A(9)

depositary certificate — an instrument conferring rights (other than options)— in respect of shares held by another person, and the transfer of which may be effected without the consent of that person Section 1279(2)

designated — designated by the rules. Transparency rules may make provision requiring the issuer of transferable securities, in circumstances specified in the rules— or to do both. to make public information to which this section applies, or to notify to the competent authority information to which this section applies, In the case of every issuer, this section applies to— information required by Article 4 of the transparency obligations directive; information relating to the rights attached to the transferable securities, including information about the terms and conditions of those securities which could indirectly affect those rights; and information about new loan issues and about any guarantee or security in connection with any such issue. In the case of an issuer of debt securities, this section also applies to information required by Article 5 of the transparency obligations directive. In the case of an issuer of shares, this section also applies to— information required by Article 5 of the transparency obligations directive; information required by Article 6 of that directive; voteholder information— notified to the issuer, or relating to the proportion of voting rights held by the… Section 1266(1)

designated — designated in rules Section 953(9)

director — the holder of an office corresponding to that of director of a UK company; and “receiver” includes any corresponding officer under the law of that country or territory Section 1182(4)

directors' remuneration policy — the policy of a quoted company... with respect to the making of remuneration payments and payments for loss of office; “ quoted company ” has the same meaning as in Part 15 of this Act Section 226A(1)

directors' remuneration policy — the policy of a company with respect to the matters mentioned in section 421(2A) Section 422A(6)

directors' remuneration policy — the policy of the company with respect to the matters mentioned in section 421(2A); . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 439A(8)

disclosure requirement — a requirement imposed under section 947 Section 955(4)

disqualified person — a person who is disqualified under the directors disqualification legislation (see section 159A(2)) Section 1067B(6)

distribution — every description of distribution of a company's assets to its members, whether in cash or otherwise, subject to the following exceptions Section 829(1)

document — information recorded in any form, and references to delivering a document include forwarding, lodging, registering, sending, producing or submitting it or (in the case of a notice) giving it (but do not include the provision of any information by virtue of section 1110E or any other enactment authorising the disclosure of information to the registrar) Section 1114(1)

donation — a donation to a political party or other political organisation or to an independent election candidate Section 378(2)

DTR5 issuer — an issuer to which Chapter 5 of the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (as amended or replaced from time to time) applies Section 853E(6)

e-money issuer — — an electronic money institution, within the meaning of the Electronic Money Regulations 2011 (S.I. 2011/99), or a person who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to carry on the activity of issuing electronic money within the meaning of article 9B of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544) Section 474(1)

e-money issuer — — an electronic money institution, within the meaning of the Electronic Money Regulations 2011 ( S.I. 2011/99), or a person who has permission under Part 4A of the Financial Services and Markets Act 2000 (c. 8) to carry on the activity of issuing electronic money within the meaning of article 9B of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544); . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 539

EEA auditor — an individual or firm approved in accordance with the Audit Directive by an EEA competent authority to carry out audits of annual accounts or consolidated accounts required by European Union law Schedule 10, Part 2, paragraph 20A(1)

EEA competent authority — a competent authority within the meaning of Article 2(10) of the Audit Directive of an EEA State; “issuer” has the same meaning as in Part 6 of the Financial Services and Markets Act 2000 (see section 102A(6)) Schedule 10, Part 2, paragraph 20A(1)

electronic address — any address or number used for the purposes of sending or receiving documents or information by electronic means Section 298(2)

electronic address — any address or number used for the purposes of sending or receiving documents or information by electronic means Section 333(4)

eligible scheme — any pension scheme that is an eligible scheme for the purposes of section 126 of the Pensions Act 2004 or Article 110 of the Pensions (Northern Ireland) Order 2005 (S.I. 2005/255 (N.I. 1)); “employer”— in subsection (1), means an employer within the meaning of section 318(1) of the Pensions Act 2004 or Article 2(2) of the Pensions (Northern Ireland) Order 2005; in subsections (2) and (3)— in the case of a pension scheme that is an eligible scheme for the purposes of section 126 of the Pensions Act 2004, has the same meaning as it has for the purposes of Part 2 of that Act (see section 318(1) and (4) of that Act); in the case of a pension scheme that is an eligible scheme for the purposes of Article 110 of the Pensions (Northern Ireland) Order 2005, has the same meaning as it has for the purposes of Part 3 of that Order (see Article 2(2) and (5) of that Order) Section 901I(9)

employment — any employment under a director's service contract Section 188(7)

equity securities — — ordinary shares in the company, or rights to subscribe for, or to convert securities into, ordinary shares in the company Section 560(1)

equity shares — shares comprised in a company's equity share capital Section 616(1)

existing company — a company other than one formed for the purposes of, or in connection with, the scheme Section 902(2)

existing director — a person who is a director of the company immediately before that meeting Section 439(6)

existing director — a person who is a director of the company immediately before that meeting Section 440(5)

financial assistance — — financial assistance given by way of gift, financial assistance given— by way of guarantee, security or indemnity (other than an indemnity in respect of the indemnifier's own neglect or default), or by way of release or waiver, financial assistance given— by way of a loan or any other agreement under which any of the obligations of the person giving the assistance are to be fulfilled at a time when in accordance with the agreement any obligation of another party to the agreement remains unfulfilled, or by way of the novation of, or the assignment (in Scotland, assignation) of rights arising under, a loan or such other agreement, or any other financial assistance given by a company where— the net assets of the company are reduced to a material extent by the giving of the assistance, or the company has no net assets Section 677(1)

financial institution — a financial institution within the meaning of Article 1.1 of the Council Directive on the obligations of branches established in a Member State of credit and financial institutions having their head offices outside that Member State regarding the publication of annual accounting documents (the Bank Branches Directive, 89/117/EEC) Section 1173(1)

financial institution — — a recognised clearing house or a recognised CSD acting in relation to a recognised investment exchange, or a nominee of— designated for the purposes of this section in the rules of the recognised investment exchange in question. a recognised clearing house or a recognised CSD acting in that way, or a recognised investment exchange Section 778(2)

firm — any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association Section 1173(1)

firm — any entity, whether or not a legal person, which is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association; “group”, in relation to a body corporate, means the body corporate, any other body corporate which is its holding company or subsidiary and any other body corporate which is a subsidiary of that holding company; “holding company” and “subsidiary” are to be read in accordance with section 1159 and Schedule 6; “officer”, in relation to a body corporate, includes a director, a manager, a secretary or, where the affairs of the body are managed by its members, a member; “parent undertaking” and “subsidiary undertaking” are to be read in accordance with section 1162 and Schedule 7. “regulated market” has the meaning given in Article 2(1)(13) of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012 Section 1261(1)

Fixed assets — assets of a company which are intended for use on a continuing basis in the company's activities Section 853(6)

foreign lawyer — a person (other than a relevant lawyer) who is a foreign lawyer within the meaning of section 89(9) of the Courts and Legal Services Act 1990 Schedule 11A, Part 2, paragraph 75

foreign lawyer — a person who has not been admitted as mentioned in paragraph (a) or (b) but is a member, and entitled to practise as such, of a legal profession regulated within a jurisdiction outside Jersey Schedule 2, Part 2, paragraph 12(2)

foreign lawyer — a person who has not been admitted as an Advocate of the Royal Court, but is a member, and entitled to practise as such, of a legal profession regulated within a jurisdiction outside Guernsey Schedule 2, Part 2, paragraph 7(2)

foreign limited partner — an individual who— participates in arrangements established under the law of a country or territory outside the United Kingdom, and has the characteristics prescribed by regulations made by the Secretary of State Schedule 1A, Part 3, paragraph 25(5)

foreign-traded issuer — an issuer who has requested or approved admission of the issuer's securities to trading on a regulated market situated or operating outside the United Kingdom Section 1269(4)

former name — a name by which the individual was formerly known for business purposes Section 167J(3)

former name — a name by which the individual was formerly known for business purposes Section 279J(3)

friendly society — a friendly society within the meaning of the Friendly Societies Act 1992 (c. 40); . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1210(3)

general partner — — in relation to a Scottish partnership which is a limited partnership, a person who is a general partner within the meaning of the Limited Partnerships Act 1907 ; and in relation to an undertaking incorporated in or formed under the law of any country or territory outside the United Kingdom and which is comparable to a Scottish partnership which is a limited partnership, a person comparable to such a general partner Section 448(5)

Gibraltar company — a company incorporated in Gibraltar Section 1046(3)

gross — without those set-offs and other adjustments. A company may satisfy any relevant requirement on the basis of either the net or the gross figure Section 383(6)

gross — without those set-offs and other adjustments. A company may satisfy any relevant requirement on the basis of either the net or the gross figure Section 466(6)

group — a parent undertaking and its subsidiary undertakings; ... “included in the consolidation”, in relation to group accounts, or “included in consolidated group accounts”, means that the undertaking is included in the accounts by the method of full (and not proportional) consolidation, and references to an undertaking excluded from consolidation shall be construed accordingly Section 474(1)

group auditor — a person appointed as statutory auditor to conduct an audit of group accounts; “ group ” has the same meaning as in Part 15 of this Act (see section 474) Schedule 10, Part 2, paragraph 10A(7)

group company — a company that is a parent company or a subsidiary undertaking, and “the group”, in relation to a group company, means that company together with all its associated undertakings. For this purpose undertakings are associated if one is a subsidiary undertaking of the other or both are subsidiary undertakings of a third undertaking Section 479(4)

half-yearly financial report — a report of that description required to be made public by rules under section 89A of the Financial Services and Markets Act 2000 (transparency rules) Section 910(5)

HMRC — the Commissioners for His Majesty’s Revenue and Customs Section 1110G(8)

HMRC information — information disclosed to the registrar under section 1110E by HMRC or a person acting on behalf of HMRC; “revenue and customs information relating to a person” has the meaning given by section 19(2) of the Commissioners for Revenue and Customs Act 2005 Section 1110G(8)

home loan — a loan— for the purpose of facilitating the purchase, for use as the only or main residence of the person to whom the loan is made, of the whole or part of any dwelling-house together with any land to be occupied and enjoyed with it, for the purpose of improving a dwelling-house or part of a dwelling-house so used or any land occupied and enjoyed with it, or in substitution for any loan made by any person and falling within paragraph (a) or (b) Section 209(4)

independent broker — a person who, independently of the director or any person connected with him, selects the person with whom the transaction is to be effected; and “recognised investment exchange” has the same meaning as in Part 18 of the Financial Services and Markets Act 2000 (c. 8) Section 194(2)

Individual membership information — information that— relates to an individual who is a member or former member of the company, and is required to be entered in the company’s register of members or index of members’ names Section 120A(2)

infant — a person under the age of 18 years Section 822(2)

Information rights — — the right to receive a copy of all communications that the company sends to its members generally or to any class of its members that includes the person making the nomination, and the rights conferred by— section 431 or 432 (right to require copies of accounts and reports), and section 1145 (right to require hard copy version of document or information provided in another form) Section 146(3)

initial period — the period of two years beginning with the date of the company being issued with a certificate under section 761 (trading certificate) Section 598(2)

insurance business — business that consists in the effecting or carrying out of contracts of insurance; “securities” includes— and rights or interests in those investments; options, futures, and contracts for differences, “trustee” and “the operator” in relation to a collective investment scheme shall be construed in accordance with section 237(2) of the Financial Services and Markets Act 2000 (c. 8) Section 141(4)

insurance company — — an authorised insurance company, or any other person (whether incorporated or not) who— carries on insurance market activity, or may effect or carry out contracts of insurance under which the benefits provided by that person are exclusively or primarily benefits in kind in the event of accident to or breakdown of a vehicle Section 1165(3)

insurance special purpose vehicle — a special purpose vehicle within the meaning of Article 13(26) of Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) Section 843(8)

insurer — a person who would be an insurance undertaking, as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 of the European Parliament and of the Council on the annual accounts and consolidated accounts of insurance undertakings as that Article had effect immediately before IP completion day, were the United Kingdom a member State; “issuer” has the same meaning as in Part 6 of the Financial Services and Markets Act 2000 (see section 102A(6)) Section 1210(3)

intellectual property — — any patent, trade mark, registered design, copyright or design right; any licence under or in respect of any such right Section 861(4)

international accounting standards — borrowed from another act; this instrument states no meaning of its own Section 474(1)

investment company — a public company that— has given notice (which has not been revoked) to the registrar of its intention to carry on business as an investment company, and since the date of that notice has complied with the following requirement Section 833(1)

joint stock company — a company— having a permanent paid-up or nominal share capital of fixed amount divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and formed on the principle of having for its members the holders of those shares or that stock, and no other persons Section 1041(1)

key audit partner — — an individual who is eligible for appointment as a statutory auditor and who is designated by an audit firm for a particular audit engagement as being primarily responsible for carrying out the statutory audit on behalf of the audit firm; in the case of a group audit, any of the following— an individual who is eligible for appointment as a statutory auditor and who is designated by an audit firm as being primarily responsible for carrying out the statutory audit of the consolidated accounts of the group on behalf of the audit firm; an individual who is eligible to conduct the audit of the accounts of any material subsidiary undertaking and who is designated as being primarily responsible for that audit; or an individual who is eligible for appointment as a statutory auditor and who signs the audit report Schedule 10, Part 2, paragraph 20A(1)

key performance indicators — factors by reference to which the development, performance or position of the company’s business can be measured effectively Section 414C(5)

key performance indicators — factors by reference to which the development, performance or position of the company’s business, or the impact of the company’s activity, can be measured effectively Section 414CB(3)

lawyer — — a person who for the purposes of the Legal Services Act 2007 (c. 29) is an authorised person in relation to an activity that constitutes a reserved legal activity (within the meaning of that Act), a solicitor or barrister in Northern Ireland, a solicitor or advocate in Scotland, or a person who is a member, and entitled to practise as such, of a legal profession regulated in a jurisdiction outside the United Kingdom Schedule 2, Part 2, paragraph 52(2)

limited partner — — a limited partner in a limited partnership registered under the Limited Partnerships Act 1907 (other than one who takes part in the management of the partnership business), or a foreign limited partner Schedule 1A, Part 3, paragraph 25(4)

limited partnership — a partnership registered under the Limited Partnerships Act 1907; and the “ relevant accounting reference period ”, in relation to a financial year, means the accounting reference period by reference to which that financial year was determined Section 448(5)

local authority — — a local authority within the meaning of the Local Government Act 1972 (c. 70), the Common Council of the City of London or the Council of the Isles of Scilly, a council constituted under section 2 of the Local Government etc. (Scotland) Act 1994 (c. 39), or a district council in Northern Ireland; “public authority” includes any person or body having functions of a public nature Section 1193(2)

long-term business — business that consists of effecting or carrying out contracts of long-term insurance (and this definition must be read with section 22 of the Financial Services and Markets Act 2000, any relevant order under that section and Schedule 2 to that Act) Section 833A(9)

long-term business — business that consists of effecting or carrying out contracts of long-term insurance. This definition must be read with section 22 of the Financial Services and Markets Act 2000, any relevant order under that section and Schedule 2 to that Act Section 843(7)

micro-entity minimum accounting item — an item of information required by this Part or by regulations under this Part to be contained in the Companies Act individual accounts of a company for a financial year in relation to which it qualifies as a micro-entity (see sections 384A and 384B) Section 474(1)

micro-entity provisions — any provisions of this Part, Part 16 or regulations under this Part relating specifically to the individual accounts of a company which qualifies as a micro-entity; .. Section 474(1)

MiFID investment firm — an investment firm within the meaning of Article 2.1A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, other than— a company which is exempted from the definition of “investment firm” by Schedule 3 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544), and a company which is an exempt investment firm as defined by regulation 8 (meaning of “exempt investment firm”) of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017(S.I. 2017/701); “profit and loss account”, in relation to a company that prepares IAS accounts, includes an income statement or other equivalent financial statement required to be prepared by UK-adopted international accounting standards; “qualified”, in relation to an auditor’s report, means that the report does not state the auditor’s unqualified opinion that the accounts have been properly prepared in accordance with this Act; “regulated activity” has the meaning given in section 22 of the Financial Services and Markets Act 2000, except that it does not include activities of the kind specified in… Section 474(1)

MiFID investment firm — an investment firm within the meaning of Article 2(1A) of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No. 648/2012, other than— a company which is exempted from the definition of “investment firm” by Schedule 3 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544), ... a company which is an exempt investment firm as defined by regulation 8 (Meaning of “exempt investment firm” in Chapter 1) of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (S.I. 2017/701), and any other company which fulfils all the requirements set out in regulation 6(3) of those Regulations; “qualified”, in relation to an auditor's report (or a statement contained in an auditor's report), means that the report or statement does not state the auditor's unqualified opinion that the accounts have been properly prepared in accordance with this Act or, in the case of an undertaking not required to prepare accounts in accordance with this Act, under any corresponding legislation under which it is required to prepare… Section 539

minister — — and for the purposes of that subsection “minister” also includes the Treasury, the Board of Trade and, the Defence Council . . . . the holder of an office in Her Majesty's Government in the United Kingdom; the Scottish Ministers; a Minister within the meaning given by section 7(3) of the Northern Ireland Act 1998 (c. 47); the Welsh Ministers Section 966(7)

Money Laundering Regulations — the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692); “supervised”: a person is supervised by a supervisory authority if regulation 7(1) of the Money Laundering Regulations provides that it is a supervisory authority for that person Section 1098B(8)

Money Laundering Regulations — the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692) Section 1110A(9)

money purchase scheme — a pension scheme that is a money purchase scheme for the purposes of the Pension Schemes Act 1993 (see section 181(1) of that Act) or the Pension Schemes (Northern Ireland) Act 1993 (see section 176(1) of that Act); “occupational pension scheme” and “pension scheme” have the meaning given by section 1 of the Pension Schemes Act 1993 Section 901I(9)

money-lending company — a company whose ordinary business includes the making of loans or quasi-loans, or the giving of guarantees or provision of security in connection with loans or quasi-loans Section 209(2)

multiple-vote shares — shares included in a distinct and separate class and carrying more than one vote each Section 966(3G)

name — forename and surname Section 1098C(3)

name — forename and surname Section 113A(2)

name — the individual’s forename and surname Section 167J(3)

name — the individual’s forename and surname Section 279J(3)

name — in relation to an individual, their forename and surname Section 790LF(4)

name — the individual’s forename and surname Section 9A(3)

net — after any set-offs and other adjustments made to eliminate group transactions— in the case of Companies Act accounts, in accordance with regulations under section 404, in the case of IAS accounts, in accordance with UK-adopted international accounting standards Section 383(6)

net assets — the aggregate of the company's assets less the aggregate of its liabilities Section 831(2)

net assets — the amount by which the aggregate amount of the company's assets exceeds the aggregate amount of its liabilities Section 840(4)

net liabilities — the amount by which the aggregate amount of the company's liabilities exceeds the aggregate amount of its assets Section 840(4)

network — an association of persons other than a firm co-operating in audit work by way of— profit-sharing; cost sharing; common ownership, control or management; common quality control policies and procedures; common business strategy; or use of a common name Section 494A

new company — a company formed for the purposes of, or in connection with, the scheme, and an Section 902(2)

non-cash asset — any property or interest in property, other than cash. For this purpose “cash” includes foreign currency Section 1163(1)

Non-delegated cases — matters relating to tasks which have not been delegated to the body by the competent authority under regulation 3 of the Statutory Auditors and Third Country Auditors Regulations 2016 Schedule 10, Part 2, paragraph 16(3)

non-equity shares — shares (of any class) that are not so comprised; “the issuing company” has the meaning given by section 610(6) Section 616(1)

non-traded company — a company that is not a traded company; “relevant market” has the meaning given by section 853E(6) Section 113(9)

non-voting shares — shares that are not voting shares Section 991(1)

notifiable person — a member of the recognised supervisory body in question— who is also a third country auditor that has been approved by an approved third country competent authority; and in respect of whom the approved third country competent authority is not the recognised supervisory body itself Section 1223A(3)

occupational pension scheme — an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust Section 235(6)

offending name — a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely— to be the subject of a direction under section 67 (power of Secretary of State to direct change of name), or to give rise to a further application under section 69 Section 73(2)

offer document — a document required to be published by rules made in accordance with paragraph 12 Schedule 1C, paragraph 20(1)

offer document — a document required to be published by rules made in accordance with paragraph 12(1) to (3) of Schedule 1C Section 953(9)

offer document rules — rules under section 943(1) designated as rules made in accordance with paragraph 12(4) of Schedule 1C Section 953(9)

offeree company — a company, the securities of which are the subject of a takeover bid; “offeror”, in relation to a takeover bid, means the person making the bid Schedule 1C, paragraph 20(1)

offeror — (subject to section 987) the person making a takeover offer Section 991(1)

Official notification — — in relation to an amendment of the company's articles, notification in accordance with section 1077 (public notice of receipt by registrar of certain documents) of the amendment and the amended text of the articles; in relation to anything else stated in an enhanced disclosure document, notification of that document in accordance with that section; in relation to the appointment of a liquidator in a voluntary winding up, notification of that event in accordance with section 109 of the Insolvency Act 1986 (c. 45) or Article 95 of the Insolvency (Northern Ireland) Order 1989 (S.I.1989/2405 (N.I. 19)) Section 1079(4)

opted-in company — a company in relation to which— an opting-in resolution has effect, and the conditions in section 966(2) and (4) continue to be met; “opting-in resolution” has the meaning given by section 966(1); “opting-out resolution” has the meaning given by section 966(5); “takeover bid” has the meaning given by paragraph 20(1) of Schedule 1C; .. Section 971(1)

ordinary shares — shares other than shares that as respects dividends and capital carry a right to participate only up to a specified amount in a distribution Section 560(1)

other holder — a person who holds securities of the transferor company otherwise than on behalf of the transferee company (and does not include the transferee company itself); “ relevant securities ”, in relation to a company, means shares or other securities carrying the right to vote at general meetings of the company Section 915A(6)

other relevant donations — — in relation to a donation made by a company that is not a subsidiary, any other donations made by that company or by any of its subsidiaries; in relation to a donation made by a company that is a subsidiary, any other donations made by that company, by any holding company of that company or by any other subsidiary of any such holding company Section 378(2)

overseas company — a company incorporated outside the United Kingdom Section 1044

parent company — a company that is a parent undertaking (see section 1162 and Schedule 7); “regulated activity” has the meaning given in section 22 of the Financial Services and Markets Act 2000 (c. 8); “regulated market” has the meaning given in Article 2.1.13 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012; ; “transferable securities” has the meaning given by Article 2.1.24 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012; “UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012; “working day”, in relation to a company, means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 (c. 80) in the part of the United Kingdom where the company is registered Section 1173(1)

partnership — — or a firm or entity of a similar character formed under the law of a country or territory outside the United Kingdom; a partnership within the Partnership Act 1890 (c. 39), or a limited partnership registered under the Limited Partnerships Act 1907 (c. 24), “surname”, in relation to a peer or person usually known by a British title different from his surname, means the title by which he is known Section 1208

payment for loss of office — a payment made to a director or past director of a company— by way of compensation for loss of office as director of the company, by way of compensation for loss, while director of the company or in connection with his ceasing to be a director of it, of— any other office or employment in connection with the management of the affairs of the company, or any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company, as consideration for or in connection with his retirement from his office as director of the company, or as consideration for or in connection with his retirement, while director of the company or in connection with his ceasing to be a director of it, from— any other office or employment in connection with the management of the affairs of the company, or any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company Section 215(1)

pension scheme — a scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees Section 139(5)

pension scheme — a scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees Section 140(3)

pension scheme — a scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees Section 675(1)

permission of a court to act — permission of a court under a provision mentioned in column 2 of the table in section 159A(2) Section 12(6)

permission of a court to act — permission of a court under a provision mentioned in column 2 of the table in section 159A(2); “registrable person” has the meaning given by section 790C (see also section 790J); “registrable relevant legal entity” has the meaning given by section 790C (see also section 790J); “required particulars” has the meaning given by section 790K Section 12A(4)

permission of a court to act — permission of a court under a provision mentioned in column 2 of the table in section 159A(2) Section 167G(4)

permission of a court to act — permission of a court under a provision mentioned in column 2 of the table in section 159A(2) Section 9(7)

person already connected with the company — — an existing member or employee of the company, a member of the family of a person who is or was a member or employee of the company, the widow or widower, or surviving civil partner, of a person who was a member or employee of the company, an existing debenture holder of the company, or a trustee (acting in his capacity as such) of a trust of which the principal beneficiary is a person within any of paragraphs (a) to (d) Section 756(5)

persons acting in concert — persons who co-operate with the offeror or the offeree company on the basis of an agreement or understanding aimed at— acquiring control of the offeree company, or frustrating the successful outcome of a takeover bid Schedule 1C, paragraph 20(3)

political donation — anything that in accordance with sections 50 to 52 of the Political Parties, Elections and Referendums Act 2000— and constitutes a donation for the purposes of Chapter 1 of Part 4 of that Act (control of donations to registered parties), or would constitute such a donation reading references in those sections to a registered party as references to any political party or other political organisation, section 53 of that Act applies, in the same way, for the purpose of determining the value of a donation Section 364(2)

political donation — anything that, in accordance with sections 50 to 52 of that Act, would constitute a donation for the purposes of Chapter 1 of Part 4 of that Act (control of donations to registered parties) reading references in those sections to a registered party as references to the independent election candidate, section 53 of that Act applies, in the same way, for the purpose of determining the value of a donation Section 364(3)

political fund — the fund from which payments by a trade union in the furtherance of political objects are required to be made by virtue of section 82(1)(a) of that Act or Article 57(2)(a) of that Order Section 374(3)

pre-incorporation change — a change that occurred— after the application for the registration of the company was delivered to the registrar, but before the company was incorporated; “proposed PSC”, in relation to a company, means a person who was named in a statement under section 12A(1)(a) as a person who would, on the company’s incorporation, become a registrable person or registrable relevant legal entity in relation to the company Section 790LE(5)

Preferential debts — the categories of debts listed in Schedule 6 to the Insolvency Act 1986 (c. 45) or Schedule 4 to the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)). For the purposes of those Schedules “the relevant date” is the date of possession being taken as mentioned in subsection (2) Section 754(3)

prescribed — prescribed (by order or by regulations) by the Secretary of State Section 1167

prescribed — prescribed, or of a description prescribed, by order made by the Secretary of State for the purposes of subsection (1)(h). .. Section 1210(3)

prescribed — prescribed by order of the Secretary of State Section 1281(3)

previous accounting reference period — the one immediately preceding its current accounting reference period Section 392(1)

professional actuarial body — — and the “members” of a professional actuarial body include persons who, although not members of the body, are subject to its rules in performing actuarial functions; the Institute of Actuaries, or the Faculty of Actuaries in Scotland, “regulatory functions”, in relation to professional actuarial bodies, means any of the following— investigatory or disciplinary functions exercised by such bodies in relation to the performance by their members of actuarial functions, the setting by such bodies of standards in relation to the performance by their members of actuarial functions, and the determining by such bodies of requirements in relation to the education and training of their members Section 1274(3)

Properly prepared — prepared in accordance with sections 395 to 397 (requirements for company individual accounts), applying those requirements with such modifications as are necessary because the accounts are prepared otherwise than in respect of an accounting reference period Section 838(4)

public interest company — a company which is— an issuer whose transferable securities are admitted to trading on a UK regulated market; a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation; or a person who would be an insurance undertaking as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 of the European Parliament and of the Council on the annual accounts and consolidated accounts of insurance undertakings as that Article had effect immediately before IP completion day, were the United Kingdom a member State Section 519A(1)

public interest entity — — an issuer whose transferable securities are admitted to trading on a UK regulated market; a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation; a person who would be an insurance undertaking as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 of the European Parliament and of the Council on the annual accounts and consolidated accounts of insurance undertakings as that Article had effect immediately before IP completion day, were the United Kingdom a member State Schedule 10, Part 2, paragraph 20A(1)

Public servant — an officer or employee of the Crown Schedule 11A, Part 2, paragraph 76

public servant — — an individual who holds office under, or is employed by, the Crown, a member, officer or employee of the States of Jersey or an officer or employee in an administration of the States of Jersey, a member, officer or employee of the Jersey Financial Services Commission, or any person exercising public functions who is declared by Order of the Minister for Economic Development to be a public servant for the purposes of paragraph 25 of the Schedule to the Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 Schedule 2, Part 2, paragraph 13(2)

public servant — — an officer or employee of the Crown, or an officer or employee of any public or other authority for the time being designated for the purposes of this paragraph by order made by the Council of Ministers of the Isle of Man Schedule 2, Part 2, paragraph 17(2)

public servant — — an officer or employee of the Crown, or an officer or employee of any public or other authority for the time being designated for the purposes of this paragraph by the Secretary of State by order subject to negative resolution procedure Schedule 2, Part 2, paragraph 53(2)

public servant — — an officer or employee of the Crown, a member, officer or employee of the States of Guernsey, a member, officer or employee of the Guernsey Financial Services Commission, or any person exercising public functions who is declared by regulations of the Commerce and Employment Department to be a public servant for the purposes of paragraph 17 of Schedule 6 to the Companies (Guernsey) Law 2008 Schedule 2, Part 2, paragraph 8(2)

purchaser — a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property Section 44(5)

qualifying body — a body established in the United Kingdom (whether a body corporate or an unincorporated association) which offers a professional qualification in accountancy Section 1220(1)

qualifying indemnity provision — — qualifying third party indemnity provision, and qualifying pension scheme indemnity provision Section 237(9)

qualifying investment subsidiary — an undertaking in which the company holds a participation within the meaning given by Article 13(20) of the Solvency 2 Directive and which is not held by the company as part of its portfolio of investments Section 833A(9)

qualifying person — — an individual who is a member of the company, a person authorised under section 323 (representation of corporations at meetings) to act as the representative of a corporation in relation to the meeting, or a person appointed as proxy of a member in relation to the meeting Section 318(3)

qualifying selection procedure — — in the case of an appointment for a financial year beginning on or after 17 June 2016 made after the Statutory Auditors and Third Country Auditors Regulations 2017 come into force— if the company is a private company and has an audit committee, a selection procedure that complies with the requirements of section 485A(4) and (5)(a) and (b), if the company is a public company and has an audit committee, a selection procedure that complies with the requirements of subsections 489A(4) and (5)(a) and(b), ... if the company is a private company and does not have an audit committee, a selection procedure that complies with the requirements of section 485B(4), if the company is a public company and does not have an audit committee, a selection procedure that complies with the requirements of section 489B(4), in any other case, a selection procedure that substantially meets the requirements of Article 16(2) to (5) of the Audit Regulation as it had effect immediately before IP completion day, having regard to the circumstances at the time (including whether the company had an audit committee) Section 494ZA(5)

quoted company — a company whose equity share capital— has been included in the official list in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000 (c. 8), or is officially listed in an EEA State, or is admitted to dealing on either the New York Stock Exchange or the exchange known as Nasdaq. In paragraph (a) “the official list” has the meaning given by section 103(1) of the Financial Services and Markets Act 2000 Section 385(2)

recognised investment exchange — a recognised investment exchange (within the meaning of Part 18 of the Financial Services and Markets Act 2000) other than an overseas exchange (within the meaning of that Part) Section 693(5)

Redenominate — convert shares from having a fixed nominal value in one currency to having a fixed nominal value in another currency Section 622

registered address — any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection Section 1139(3)

registered address — any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection Section 1140(4)

registered legal practitioner — a legal practitioner within the meaning of section 10 of the Legal Practitioners Registration Act 1986 (an Act of Tynwald: c. 15) who is registered within the meaning of that Act Schedule 2, Part 2, paragraph 16(2)

registered overseas company — an overseas company that has registered particulars under section 1046(1) Section 1052(6)

registered third country auditor — a third country auditor who is entered in the register kept in accordance with regulations under section 1239(1) Section 1241(1)

Registration of Deeds Acts — the Registration of Deeds Act (Northern Ireland) 1970 and every statutory provision for the time being in force amending that Act or otherwise relating to the registry of deeds, or the registration of deeds, orders or other instruments or documents in such registry; “the Land Registry” and “the Registrar of Titles” are to be construed in accordance with section 1 of the Land Registration Act (Northern Ireland) 1970 (c. 18); “registered land” and “unregistered land” have the same meaning as in Part 3 of the Land Registration Act (Northern Ireland) 1970 Section 868(5)

regulated market — borrowed from another act; this instrument states no meaning of its own Schedule 15, Part 1, paragraph 11(2)

relevant accounts meeting — the accounts meeting of the company at which the accounts and reports in question are to be laid Section 424(6)

Relevant audit information — information needed by the company's auditor in connection with preparing his report Section 418(3)

relevant benefits — any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death; and “employee” shall be read as if a director of a company were employed by it Section 139(6)

relevant company — each company given notice under section 245(2)(b) Section 246(6)

relevant creditor — — a creditor in respect of a moratorium debt, or a creditor in respect of a priority pre-moratorium debt Section 899A(2)

relevant creditor — — a creditor in respect of a moratorium debt, or a creditor in respect of a priority pre-moratorium debt Section 901H(2)

Relevant date of birth information — — information as to the day of the month (but not the month or year) on which a director (or proposed director) was born; information as to the day of the month (but not the month or year) on which a registrable person in relation to the company was born Section 1087A(3)

relevant direction — a direction under section 67, 75, 76, 76A or 76B, other than a direction under section 76B(1)(b) given on the basis that, at the time at which a company’s name was registered, the Secretary of State had proper grounds for forming the opinion mentioned in section 57A Section 1198A(5)

relevant direction — a direction under section 67, 75, 76A or 76B, other than a direction under section 76B(1)(b) given on the basis that, at the time at which a company’s name was registered, the Secretary of State had proper grounds for forming the opinion mentioned in section 57A Section 1198B(7)

relevant former name — any former name other than— in the case of a peer, or an individual normally known by a British title, the name by which the individual was known previous to the adoption of or succession to the title, or in the case of any person— a former name which was changed or disused before the person attained the age of 16 years, a former name which has been changed or disused for 20 years or more, or a former name which the registrar is required to refrain from making available for public inspection or from disclosing (or both) by virtue of regulations under section 1088(1)(a) or (b) Section 167J(2)

relevant holding company — a company that, at the time the donation was made or the expenditure was incurred— was a holding company of the company by which the donation was made or the expenditure was incurred, was a UK-registered company, and was not a subsidiary of another UK-registered company Section 366(4)

Relevant insolvency proceedings — — administration within the meaning of the Insolvency Act 1986, administration within the meaning of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), or proceedings under the insolvency law of another country or territory during which an entity's assets and affairs are subject to the control or supervision of a third party or creditor Schedule 1A, Part 3, paragraph 22(3)

relevant lawyer — — a person who, for the purposes of the Legal Services Act 2007, is an authorised person in relation to an activity which constitutes a reserved legal activity (within the meaning of that Act), a solicitor or barrister in Northern Ireland, or a solicitor or advocate in Scotland Schedule 11A, Part 2, paragraph 75

relevant market — — but not an overseas investment exchange, as defined by section 313 (interpretation of Part 18) of the Act. a recognised investment exchange, as defined in section 285(1)(a) (exemption for recognised exemption exchanges and clearance houses) of the Financial Services and Markets Act 2000 (“the Act”); and any other market which is a UK regulated market or an EU regulated market Section 853E(6)

relevant model articles — the model articles prescribed for a company of that description as in force at the date on which the company is registered Section 20(2)

Relevant offence under this Act — any offence under this Act other than an offence under a provision contained in— Part 12 (company secretaries); Part 13 (resolutions and meetings); Part 16 (audit) Section 1132A(2)

relevant person — — the applicant, any person who— was a director of the company immediately before it was dissolved or struck off, and if the company is restored to the register, will be a director immediately after its restoration, or any person who is a relevant officer of a firm where the firm is— a person mentioned in paragraph (a) or (b), or a person falling within this paragraph Section 1025(5B)

relevant person — — a director of a company that is not an overseas company, a secretary or one of the joint secretaries of a company that is not an overseas company, or a registrable person or registrable relevant legal entity in relation to a company (within the meanings given by section 790C) Section 1097B(2)

relevant person — — a director of a company that is not an overseas company, a secretary or one of the joint secretaries of a company that is not an overseas company, a registrable relevant legal entity in relation to a company (within the meaning given by section 790C), or a registrable person in relation to a company (within the meaning given by section 790C) who falls within section 790C(12) Section 1097C(2)

relevant proceedings — proceedings brought in or in connection with the exercise of any transferred function Schedule 13, paragraph 13(3)

relevant proceedings — proceedings brought in or in connection with the exercise of any function by the body as the Independent Supervisor Section 1237(2)

Relevant PSC particulars — such particulars of a person with significant control over the company as may be prescribed Section 790ZG(2)

relevant regulatory and prosecuting authorities — — supervisory bodies within the meaning of Part 42 of this Act, bodies to which the Secretary of State may make grants under section 16(1) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (bodies concerned with accounting standards etc), the Director of the Serious Fraud Office, the Director of Public Prosecutions or the Director of Public Prosecutions for Northern Ireland, and the Secretary of State Section 508(3)

relevant regulatory authorities — — supervisory bodies within the meaning of Part 42 of this Act, bodies to which the Secretary of State may make grants under section 16(1) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (bodies concerned with accounting standards etc), and the Secretary of State Section 509(3)

relevant regulatory regime — a regulatory regime that, in the opinion of the Secretary of State, has similar objectives to the regulatory regime under the Money Laundering Regulations for relevant persons and is likely to be no less effective in achieving those objectives Section 1098H(2)

relevant right to vote — — in relation to a statement with respect to a matter referred to in a proposed resolution, a right to vote on that resolution at the meeting to which the requests relate, and in relation to any other statement, a right to vote at the meeting to which the requests relate Section 314(3)

relevant right to vote — a right to vote at the accounts meeting Section 527(3)

relevant transfer — — a transfer of the whole or any part of the undertaking or property of the company or a subsidiary of the company; a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover bid Section 226A(4)

relevant treasury shares — shares that— are held by the company as treasury shares on the date of the offer, or become shares held by the company as treasury shares after that date but before a specified date Section 974(6)

remuneration payment — any form of payment or other benefit made to or otherwise conferred on a person as consideration for the person— other than a payment for loss of office; holding, agreeing to hold or having held office as director of a company, or holding, agreeing to hold or having held, during a period when the person is or was such a director— any other office or employment in connection with the management of the affairs of the company, or any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company, “ payment for loss of office ” has the same meaning as in Chapter 4 of this Part. .. Section 226A(1)

residual interest — a right of the company or subsidiary (“the residual beneficiary”) to receive any of the trust property in the event of— all the liabilities arising under the scheme having been satisfied or provided for, or the residual beneficiary ceasing to participate in the scheme, or the trust property at any time exceeding what is necessary for satisfying the liabilities arising or expected to arise under the scheme Section 139(2)

residual interest — a right of the company to receive any of the trust property in the event of— all the liabilities arising under the scheme having been satisfied or provided for, or the company ceasing to participate in the scheme, or the trust property at any time exceeding what is necessary for satisfying the liabilities arising or expected to arise under the scheme Section 672(2)

response document — a document required to be published by rules made in accordance with paragraph 18 of Schedule 1C Section 953(9)

response document rules — rules under section 943(1) designated as rules made in accordance with paragraph 18(1) of Schedule 1C Section 953(9)

revaluation provision — a provision in respect of a diminution in value of a fixed asset appearing on a revaluation of all the fixed assets of the company, or of all of its fixed assets other than goodwill Section 841(3)

rule-based requirement — a requirement imposed by or under rules Section 955(4)

rules — rules made by the Panel under section 943(1) Schedule 1C, paragraph 20(1)

scheme — a compromise or arrangement sanctioned by the court under Part 26 or 26A (arrangements and reconstructions) Section 641(2C)

securities — transferable securities carrying voting rights in a company Schedule 1C, paragraph 20(1)

securities — shares or debentures; “takeover bid” has the same meaning as in the Takeovers Directive Section 13(6)

securities — shares or debentures Section 755(5)

securities — shares, debentures, debenture stock, loan stock, bonds, units of a collective investment scheme within the meaning of the Financial Services and Markets Act 2000 (c. 8) and other securities of any description; references to title to securities include any legal or equitable interest in securities; references to a transfer of title include a transfer by way of security; references to transfer without a written instrument include, in relation to bearer securities, transfer without delivery Section 783

securities — shares or debentures; “takeover bid” has the meaning given by paragraph 20(1) of Schedule 1C Section 953(9)

securities — shares or debentures; “takeover bid” has the same meaning as in the Takeovers Directive Section 992(2)

senior manager — a person who— has responsibility for planning, directing or controlling the activities of the company, or a strategically significant part of the company, and is an employee of the company Section 414C(9)

services — anything other than goods or land Section 202(3)

shares — shares, other than relevant treasury shares, that have been allotted on the date of the offer (but see subsection (5)) Section 974(4)

significant accounting transaction — a transaction that is required by section 386 to be entered in the company's accounting records Section 1169(2)

social security costs — any contributions by the company to any state social security or pension scheme, fund or arrangement Section 411(6)

solicitor — a person who has been admitted as a solicitor under the Advocates and Solicitors (Jersey) Law 1997 Schedule 2, Part 2, paragraph 12(2)

Solvency 2 Directive — Directive 2009/138/EC of the European Parliament and of the Council on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) Section 833A(9)

special enactment — an enactment that is not a public general enactment, and includes— an Act for confirming a provisional order, any provision of a public general Act in relation to the passing of which any of the standing orders of the House of Lords or the House of Commons relating to Private Business applied, or any enactment to the extent that it is incorporated in or applied for the purposes of a special enactment Section 34(4)

special register — a register, other than the register, in which a charge to which Chapter A1 applies is required or authorised to be registered Section 893(1)

specified — specified in a direction under this section. The Secretary of State may direct an inspector to take no further steps in his investigation. The Secretary of State may give a direction under this section to an inspector appointed under section 432(1) or 442(3) only on the grounds that it appears to him that— matters have come to light in the course of the inspector's investigation which suggest that a criminal offence has been committed, and those matters have been referred to the appropriate prosecuting authority. Where the Secretary of State gives a direction under this section, any direction already given to the inspector under section 437(1) to produce an interim report, and any direction given to him under section 446A(3) in relation to such a report, shall cease to have effect. Where the Secretary of State gives a direction under this section, the inspector shall not make a final report to the Secretary of State unless— the direction was made on the grounds mentioned in subsection (2) and the Secretary of State directs the inspector to make a final report to him, or the inspector was appointed under section 432(1) (appointment in pursuance of order of the court). An inspector… Section 1035(1)

specified — specified in the regulations Section 1043(5)

specified — specified in the regulations Section 1046(7)

specified — specified in the regulations Section 1051(4)

specified — specified in the regulations Section 1052(6)

specified — specified in the regulations Section 1054(4)

specified — specified in the regulations Section 1190(5)

specified — specified in the regulations Section 1195(5)

specified — specified in the regulations Section 1197(3)

specified — specified in, or of a description specified in, the suspension notice in question Section 1234(11)

specified — specified by regulations under this section Section 1239(9)

specified — specified by regulations under this section Section 1240(3)

specified — specified in the notice Section 1267(3)

specified — specified in the regulations Section 1277(3)

specified — specified in the regulations Section 56(5)

specified — specified in the regulations Section 57(5)

specified — specified in the regulations Section 65(4)

specified — specified in the regulations Section 66(6)

specified — specified in the regulations Section 67(6)

specified — specified in the regulations Section 786(5)

specified — specified in the order Section 787(2)

specified — specified in the regulations Section 82(4)

specified — specified in the regulations Section 84(3)

specified — specified in an order under this section Section 893(6)

specified — specified in the regulations Section 901B(2)

specified — specified in regulations under this section Section 901I(9)

specified — specified in the regulations Section 958(1)

Specified — specified in the order Section 966

specified date — a date specified in or determined in accordance with the terms of the offer Section 974(6)

specified state — one of the states specified in Schedule 1 to the Recognition of Professional Qualifications and Implementation of International Recognition Agreements (Amendment) Regulations 2023 Schedule 10, Part 2, paragraph 20A(1)

specified state auditor — an individual who is eligible to conduct audits of the accounts of bodies corporate that are incorporated or formed under the law of a specified state in accordance with the law of that state; .. Schedule 10, Part 2, paragraph 20A(1)

statement of initial significant control — the statement referred to in section 12A (statement of initial significant control) Section 790LH(5)

statutory accounts — its annual accounts prepared in accordance with Part 15, and its “most recent” statutory accounts means those in relation to which the time for sending them out to members (see section 424) is most recent Section 191(4)

statutory audit function — any function performed as a statutory auditor Schedule 10, Part 2, paragraph 20A(1)

statutory auditor — — and the expressions “statutory audit” and “statutory audit work” are to be construed accordingly. a person appointed as auditor under Part 16 of this Act, a person appointed as auditor under section 77 of or Schedule 11 to the Building Societies Act 1986 (c. 53), a person appointed as auditor of a friendly society under section 72 of or Schedule 14 to the Friendly Societies Act 1992, where that society is— an insurer, or an issuer whose transferable securities are admitted to trading on a UK regulated market; . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a person appointed as auditor for the purposes of regulation 5 of the Insurance Accounts Directive (Lloyd's Syndicate and Aggregate Accounts) Regulations 2008 or appointed to report on the “aggregate accounts” within the meaning of those Regulations, a person appointed as auditor of an insurance undertaking for the purposes of the Insurance Accounts Directive (Miscellaneous Insurance Undertakings) Regulations 2008, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a person appointed as auditor of a prescribed person under a prescribed enactment authorising or requiring the appointment Section 1210(1)

supervisory authority — an authority that is a supervisory authority under the Money Laundering Regulations (see regulation 7 of those Regulations) Section 1098B(8)

supervisory authority — an authority that is a supervisory authority under the Money Laundering Regulations (see regulation 7 of those Regulations) Section 1110A(9)

supervisory body — a body established in the United Kingdom (whether a body corporate or an unincorporated association) which maintains and enforces rules as to— which are binding on persons seeking appointment or acting as a statutory auditor . . . because they are members of that body . . . . the eligibility of persons for appointment as a statutory auditor, and the conduct of statutory audit work Section 1217(1)

takeover bid — a public offer made to the holders of the securities of a company to acquire some or all of those securities, whether mandatory or voluntary, which follows or has as its objective the acquisition of control of that company, but does not include cases where the offer is made by the company itself Schedule 1C, paragraph 20(1)

Takeovers Directive — Directive 2004/25/EC of the European Parliament and of the Council Section 964(6)

the 1981 Order — the Judgments Enforcement (Northern Ireland) Order 1981 (S.I. 1981/226 (N.I. 6)) Section 868(5)

the 1986 Order — the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) Section 1276(4)

the accounts meeting — the general meeting of the company before which the company's annual accounts for the financial year are to be laid Section 439(6)

the appointed day — such day as the Secretary of State may by regulations appoint for the purposes of this section; “registrable person” does not include a person mentioned in section 790C(12)(a) to (d) Section 790LN(5)

the appointed day — such day as the Secretary of State may by regulations appoint for the purposes of this section; “relevant officer” has the meaning given by section 790LO(6) Section 790LP(5)

The appropriate month — the month that is the specified number of months after the month in which the specified date, or the end of the specified previous period, falls Section 443(5)

the Audit Directive — Directive 2006/43/EC of the European Parliament and of the Council on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC; “audit reporting requirements” has the meaning given by regulation 2 of the Statutory Auditors and Third Country Auditors Regulations 2016 as amended from time to time Schedule 10, Part 2, paragraph 20A(1)

the Audit Regulation — Regulation 537/2014 of the European Parliament and of the Council on specific requirements regarding statutory audit of public interest entities; “body corporate” and “corporation” include a body incorporated outside the United Kingdom, but do not include— a corporation sole, or a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed Section 1173(1)

the Audit Regulation — Regulation 537/2014 of the European Parliament and of the Council on specific requirements regarding statutory audit of public interest entities; .. Section 1261(1)

the central register — the register kept by the registrar (see section 1080) Section 127(4)

the Companies Acts — — the company law provisions of this Act, Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (community interest companies), and the provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that remain in force Section 2(1)

the company — the company whose shares are the subject of a takeover offer Section 991(1)

the competent authority — the Financial Reporting Council Limited Section 1173(1)

the competent authority — the Financial Reporting Council Limited “the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act); “director”, in relation to a body corporate, includes any person occupying in relation to it the position of a director (by whatever name called) and any person in accordance with whose directions or instructions (not being advice given in a professional capacity) the directors of the body are accustomed to act; ... .. Section 1261(1)

the court — — in England and Wales, the High Court or the county court; in Scotland, the Court of Session or the sheriff court; in Northern Ireland, the High Court Section 1156(1)

the court — — in England and Wales, the High Court or the county court; in Scotland, the Court of Session or the sheriff court; in Northern Ireland, the High Court Section 1183

the court — the High Court or, in Scotland, the Court of Session Section 1225C(3)

the court — the High Court or, in Scotland, the Court of Session Section 1225F(10)

the court — the High Court or, in Scotland, the Court of Session Section 1236(3)

the court — the High Court or, in Scotland, the Court of Session Section 1245(3)

the court — in England and Wales, the High Court Section 641(7)

the court — the High Court or, in Scotland, the Court of Session Section 955(2)

the court — the High Court or, in Scotland, the Court of Session Section 968(7)

the former Companies Acts — — the Joint Stock Companies Acts, the Companies Act 1862 (c. 89), the Companies (Consolidation) Act 1908 (c. 69), the Companies Act 1929 (c. 23), the Companies Act (Northern Ireland) 1932 (c. 7 (N.I.)), the Companies Acts 1948 to 1983, the Companies Act (Northern Ireland) 1960 (c. 22 (N.I.)), the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) and the Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 (S.I. 1986/1035 (N.I. 9)), and the provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that are no longer in force Section 1171

the Gazette — — as respects companies registered in England and Wales, the London Gazette, as respects companies registered in Scotland, the Edinburgh Gazette, and as respects companies registered in Northern Ireland, the Belfast Gazette; “hire-purchase agreement” has the same meaning as in the Consumer Credit Act 1974 (c. 39); “officer”, in relation to a body corporate, includes a director, manager or secretary Section 1173(1)

the issuing company — the company issuing shares as mentioned in subsection (1) above Section 610(6)

the Joint Stock Companies Acts — the Joint Stock Companies Act 1856 (c. 47), the Joint Stock Companies Acts 1856, 1857 (20 & 21 Vict. c. 14), the Joint Stock Banking Companies Act 1857 (c. 49), and the Act to enable Joint Stock Banking Companies to be formed on the principle of limited liability (1858 c. 91), but does not include the Joint Stock Companies Act 1844 (c. 110) Section 1171

the Registrar of Deeds — the registrar appointed under the Registration of Deeds Act (Northern Ireland) 1970 (c. 25); “Registry of Deeds” has the same meaning as in the Registration of Deeds Acts Section 868(5)

the relevant accounting reference period — the accounting reference period by reference to which the financial year for the accounts in question was determined Section 442(7)

the relevant application — — in the case of a compromise or arrangement to be sanctioned under Part 26, the application to the court under section 896; in the case of a compromise or arrangement to be sanctioned under Part 26A, the application to the court under section 901C(1) Section 918A(3)

the relevant approved third country competent authority — the approved third country competent authority which has approved the person concerned ... to carry out audits of annual accounts or consolidated accounts ... Section 1253C(2)

the relevant approved third country competent authority — the approved third country competent authority for the country or territory in which the suspected contravention took place Section 1253C(5)

the relevant date — — where the body imposes a sanction and that decision is appealed, the date on which the appeal is determined; where the body imposes a sanction and that decision is not appealed, the date by which any appeal was required to be lodged Schedule 10, Part 2, paragraph 12(8)

the relevant exception — the exception for the purposes of which that falls to be determined Section 210(1)

the relevant period — the period of three months ending with the date on which the solvency statement is made in accordance with section 720A or the directors' statement is made in accordance with section 714 Section 712(7)

the relevant period — the period— beginning with— the incorporation of the company, in a case where the person became a registrable person on its incorporation and the application for registration of the company included a statement under section 12B(2) in respect of the person, the delivery to the registrar of a statement in respect of the person under section 790LB(1), in a case where the person became a registrable person after the incorporation of the company and such a statement was delivered to the registrar, the expiry of the period for complying with the direction under section 790LM, in a case where a direction under that section is given to the person, and the expiry of the period for complying with section 790LN, in a case where that section applies to the person, and ending on the giving of a notice to the registrar under section 790LF that the person has ceased to be a registrable person in relation to the company Section 790LQ(2)

the relevant period — the period— but see subsection (4). beginning with— the incorporation of the company, in a case where the entity became a relevant registrable legal entity on the incorporation of the company and the application for registration of the company included a statement under section 12B(3) in respect of the entity, the delivery to the registrar of a statement in respect of the registrable relevant legal entity under section 790LB(2), in a case where the entity became a relevant registrable legal entity after the incorporation of the company and such a statement was delivered to the registrar, the expiry of the period for complying with the direction 790LO, in a case where the entity is given a direction under that section, and the expiry of the period for complying with section 790LP, where that section applies to the entity, and ending with the giving of a notice to the registrar under section 790LF that the entity has ceased to be a relevant registrable legal entity in relation to the company Section 790LR(3)

the supervision arrangements — the arrangements established or entered into under section 1229 Section 1230(4)

the Takeovers Directive — Directive 2004/25/EC of the European Parliament and of the Council Section 13(6)

the Takeovers Directive — Directive 2004/25/EC of the European Parliament and of the Council Section 992(2)

the transparency obligations directive — Directive 2004/109/EC of the European Parliament and of the Council relating to the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market Section 1265

third country — a country or territory other than the United Kingdom Section 1261(1)

third country audit function — any function related to the audit of a UK-traded third country company or of a body corporate whose transferable securities are admitted to trading on a regulated market situated or operating in an equivalent third country or transitional third country; and .. Schedule 10, Part 2, paragraph 20A(1)

third country auditor — a person, other than ... a person eligible for appointment as a statutory auditor, who is eligible to conduct audits of the accounts of bodies corporate incorporated or formed under the law of a third country in accordance with the law of that country Section 1261(1)

third country competent authority — a body established in a third country exercising functions related to the regulation or oversight of auditors; “transfer”, in relation to audit working papers and investigation reports, includes physical and electronic transfer and allowing access to such papers; “transferable securities” has the meaning given in Article 2(1)(24) of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012; “UK regulated market” has the meaning given in Article 2(1)(13A) of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012 Section 1261(1)

third party — a person other than the company or the registrar Section 1107(3)

third party — a person other than the company, an associated body corporate or a person acting on behalf of the company or an associated body corporate Section 176(2)

trade association — an organisation formed for the purpose of furthering the trade interests of its members, or of persons represented by its members, and “subscription” does not include a payment to the association to the extent that it is made for the purpose of financing any particular activity of the association Section 375(2)

traded company — a company any of whose shares are admitted to trading on a relevant market or on any other market which is outside the United Kingdom Section 113(9)

traded company — a company any shares of which— carry rights to vote at general meetings, and are admitted to trading on a UK regulated market or an EU regulated market by or with the consent of the company Section 360C

transfer — — but does not include a transfer that the company is for any reason entitled to refuse to register and does not register. a transfer duly stamped and otherwise valid, or an exempt transfer within the Stock Transfer Act 1982 (c. 41) Section 776(2)

transparency obligation — an obligation under— a provision contained in transparency rules, or any other provision made in accordance with the transparency obligations directive Section 1268(5)

UK company — a company registered under this Act Section 1183

UK establishment — an establishment in the United Kingdom. a branch within the meaning of the Eleventh Company Law Directive ( 89/666/ EEC ) , or a place of business that is not such a branch Section 1067(6)

UK market — a market that is situated or operating in the United Kingdom Section 1266(1)

UK Societas — a United Kingdom Societas within the meaning of Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European Company Section 1285(3)

UK undertaking — an undertaking established under the law of any part of the United Kingdom ... Section 392(6)

UK-adopted international accounting standards — the international accounting standards which are adopted for use within the United Kingdom by virtue of Chapter 2 or 3 of Part 2 of the International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 Section 474(1)

UK-registered company — a company registered under this Act. The expression does not include an overseas company that has registered particulars under section 1046 Section 1158

UK-traded issuer — an issuer who has requested or approved admission of the issuer's securities to trading on a regulated market situated or operating in the United Kingdom Section 1269(4)

UK-traded third country company — a body corporate— which is incorporated or formed under the law of a third country , whose transferable securities are admitted to trading on a UK regulated market ..., and which has not been excluded, or is not of a description of bodies corporate which has been excluded, from this definition by an order made by the Secretary of State Section 1241(2)

undertaking — — a body corporate or partnership, or an unincorporated association carrying on a trade or business, with or without a view to profit Section 1161(1)

Unnecessary material — material that— is not necessary in order to comply with an obligation under any enactment, and is not specifically authorised to be delivered to the registrar Section 1074(2)

unqualified report — — if the balance sheet was prepared for a financial year of the company, a report stating without material qualification the auditor's opinion that the balance sheet has been properly prepared in accordance with the requirements of this Act; if the balance sheet was not prepared for a financial year of the company, a report stating without material qualification the auditor's opinion that the balance sheet has been properly prepared in accordance with the provisions of this Act which would have applied if it had been prepared for a financial year of the company Section 92(3)

unquoted company — a company that is not a quoted company Section 385(3)

voteholder — a person who— holds voting rights in respect of any voting shares for the purposes of sections 89A to 89G (transparency rules), or is treated as holding such rights by virtue of rules under section 89A(3)(b) Section 1267(3)

voting rights — rights to vote at general meetings of the company in question Schedule 1C, paragraph 20(1)

voting rights — rights to vote at general meetings of the company in question, including rights that arise only in certain circumstances Section 13(6)

voting rights — rights to vote at general meetings of the company in question, including rights that arise only in certain circumstances Section 790B(5)

voting rights — rights to vote at general meetings of the company in question, including rights that arise only in certain circumstances Section 953(9)

voting rights — rights to vote at general meetings of the company in question, including rights that arise only in certain circumstances Section 971(1)

voting rights — rights to vote at general meetings of the company, including rights that arise only in certain circumstances Section 991(1)

voting rights — rights to vote at general meetings of the company in question, including rights that arise only in certain circumstances Section 992(2)

voting shares — shares of an issuer to which voting rights are attached. Transparency rules may impose the same obligations on a person who has applied for the admission of transferable securities to trading on a regulated market without the issuer's consent as they impose on an issuer of transferable securities. Transparency rules that require a person to make information public may include provision authorising the competent authority to make the information public in the event that the person fails to do so. The competent authority may make public any information notified to the authority in accordance with transparency rules. Transparency rules may make provision by reference to any provision of any rules made by the Panel on Takeovers and Mergers under Part 28 of the Companies Act 2006. Sections 89A to 89F and this section are without prejudice to any other power conferred by this Part to make Part 6 rules Section 1266(1)

voting shares — shares carrying voting rights Section 790B(5)

voting shares — shares carrying voting rights Section 971(1)

voting shares — shares carrying voting rights Section 991(1)

Welsh company — a company as to which it is stated in the register that its registered office is to be situated in Wales Section 88(1)

withdrawal notice — a notice given by a company under paragraph 11 of Schedule 1B Section 790EE(4)

written resolution — a resolution of a private company proposed and passed in accordance with this Chapter Section 288(1)