Companies Act 1967 (repealed)

the last foregoing subsection shall apply as in the case therein mentioned but with the substitution, for references to the time when this section comes into operation, of references to the time at which the event occurs.

• (4) The rules set out in section 28 of this Act shall (with the omission of references to debentures) apply for the interpretation of, and otherwise in relation to, the foregoing provisions of this section; but in addition to such interests as, by virtue of subsections (7), (9) and (10) of that section, are to be disregarded, there shall be disregarded for the purposes of this section—

• (a) an interest, for the life of himself or another, of a person under a settlement in the case of which the property comprised therein consists of, or includes, shares, being a settlement with respect to which the following conditions are satisfied, namely.—

• (i) that the settlement is irrevocable ; and

• (ii) that the settlor has no interest in any income arising under, or property comprised in, the settlement ;

• (b) an interest as holder of shares of a person whose ordinary business includes the lending of money and who holds them by way of security only for the purposes of a transaction entered into in the ordinary course of that business;

• (c) an interest of the President of the Probate, Divorce and Admiralty Division of the High Court subsisting by virtue of section 9 of the Administration of Estates Act 1925;

• (d) an interest of the Accountant General of the Supreme Court in shares held by him ;

• (e) any such interests, or interests of such class, as may be prescribed for the purposes of this paragraph by regulations made by the Board of Trade by statutory instrument;

and a definition of a class of interests for the purposes of regulations made under paragraph (e) of this subsection may be framed by reference to any circumstances whatsoever.

• (5) The following provisions shall have effect with respect to the periods within which obligations imposed by the foregoing provisions of this section on persons must be fulfilled, that is to say.—

• (a) in the case of an obligation imposed by subsection (1)—

• (i) if, at the time of the occurrence of the event giving rise to the obligation, the person under obligation knows of its occurrence and of the fact that its occurrence gives rise to the obligation, it must be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which the event occurs ;

• (ii) otherwise, it must be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which the fact that the occurrence of the event gives rise to the obligation comes to his knowledge;

• (b) in the case of an obligation imposed by subsection (2)—

• (i) if, at the time when the obligation arises, the person under obligation does not know of the subsistence of his interests, or knows only of the subsistence of interests in shares comprised in relevant share capital of a nominal value less than one tenth of the nominal value of that share capital, the obligation must, upon there coming to his knowledge the matter of the subsistence of interests in shares so comprised of a nominal value not less than one tenth of the nominal value of that share capital, be, so far as regards those interests, fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which that matter comes to his knowledge, and must, so far as regards an interest whose subsistence comes to his knowledge after that matter comes to his knowledge, be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which the subsistence of the interest comes to his knowledge;

• (ii) if, at the time when the obligation arises, the person under obligation knows of the subsistence of interests in shares comprised in relevant share capital of a nominal value not less than one tenth of the nominal value of that share capital, the obligation must, so far as regards those interests, be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which the obligation arises and must, so far as regards an interest whose subsistence comes to his knowledge after the obligation arises, be fulfilled before the expiration of the period of fourteen days beginning with the day next following that on which the subsistence of the interest comes to his knowledge.

• (6) A person who fails to fulfil, within the proper period, an obligation to which he is subject by virtue of subsection (1) or (2) above, or who, in purported fulfilment of an obligation to which he is so subject, makes to a company a statement which he knows to be false or recklessly makes to a company a statement which is false, shall be guilty of an offence and liable—

• (a) on summary conviction, to imprisonment for a term not exceeding three months-or to a fine not exceeding £200, or to both;

• (b) on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both.

• (7) An obligation imposed by this section on any person shall be treated as not being fulfilled unless the notice by means of which it purports to be fulfilled identifies him and gives his address and, in a case in which he is a director of the company, is expressed to be given in fulfilment of that obligation.

• (8) Proceedings in respect of an offence under this section shall not, in England or Wales, be instituted except by, or, with the consent of, the Board of Trade or the Director of Public Prosecutions.

• (9) In reckoning, for the purposes of subsection (5) above, any period of fourteen days, a day that is a Saturday or Sunday or a bank holiday in any part of Great Britain shall be disregarded.

• (10) A company to which this section applies is one in the case of which there has, as respects the whole or any proportion of its share capital, been granted a quotation on a recognised stock exchange ; and for the purposes of this section, " relevant share capital ", in relation to such a company, means issued share capital thereof of a class carrying rights to vote in all circumstances at general meetings of the company and " settlor " has the meaning assigned to it by section 403 of the Income Tax Act 1952.

Provision for securing that information furnished under section 33 is recorded and made available.

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• (1) Every company to which the last foregoing section applies shall keep a register for the purposes of that section; and whenever the company receives information from a person in consequence of the fulfilment of an obligation imposed on him by that section, it shall be under obligation to inscribe in the register, against the name of that person, that information and the date of the inscription.

• (2) The said register must be so made up that the entries therein against the several names inscribed therein appear in chronological order.

• (3) An obligation imposed by subsection (1) above as to inscription must be fulfilled before the expiration of the period of three days beginning with the day next following that on which it arises; but in reckoning any such period, a day which is a Saturday or Sunday or a bank holiday in any part of Great Britain shall be disregarded.

• (4) The company shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares.

• (5) The said register shall be kept at the place at which the register required to be kept by the company by section 29 of this Act is kept, and shall, during business hours (subject to such reasonable restrictions as the company may in general meeting impose, so that not less than two hours in each day be allowed for inspection), but save in so far as it contains information with respect to a company for the time being entitled to avail itself of the benefit conferred by section 3(3) or 4(3) of this Act, be open to the inspection of any member of the company without charge and of any other person on payment of one shilling, or such less sum as the company may prescribe, for each inspection ; but in so far as it contains such information shall not be open to inspection.

• (6) Unless the said register is in such form as to constitute in itself an index, the company shall keep an index of the names inscribed therein which shall—

• (a) in respect of each name, contain a sufficient indication to enable the information inscribed against it to be readily found; and

• (b) be kept at the same place as the said register ;

and the company shall, within fourteen days after the date on which a name is inscribed in the said register, make any necessary alteration in the index.

• (7) As regards so much of the said register as is required to be open to inspection, any member of the company or other person may require a copy of it, or any part of it, on payment of two shillings or such less sum as the company may prescribe, for every hundred words or fractional part thereof required to be copied; and the company shall cause any copy so required by a person to be sent to him before the expiration of the period of ten days beginning with the day next following that on which the requirement is received by the company.

• (8) If default is made in complying with subsection (1), (2), (3) or (6) of this section, or if an inspection required under this section is refused or a copy required thereunder is not sent within the proper period, the company and every officer of the company who is in default shall be liable to a fine not exceeding £500 and further to a default fine.

• (9) In the case of a refusal of an inspection required under this section of the said register, the court may by order compel an immediate inspection thereof; and in the case of a failure to send a copy required under this section, the court may by order direct that the copy required shall be sent to the person requiring it.

Inspection

Power of Board of Trade to present winding-up petition or petition under section 210 of the principal Act in consequence of investigation,.

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• (1) if, in the case of any body corporate liable to be wound up under the principal Act, it appears to the Board of Trade from any report made under section 168 (inspectors' report) of that Act or from any information or document obtained under Part III of this Act or section 18 or 19 of the Protection of Depositors Act 1963 that it is expedient in the public interest that the body should be wound up, the Board may, unless the body is already being wound up by the court, present a petition for it to be so wound up if the court thinks it just and equitable for it to be so wound up, and, accordingly, paragraph (d) of the proviso to subsection (1) of section 224 (provisions as to applications for winding up) of the principal Act shall have effect with the substitution, for the reference to section 169(3) of that Act, of a reference to this subsection.

• (2) If, in the case of any such body corporate as aforesaid, it appears to the Board of Trade from any report made or information or document obtained as aforesaid that its business is being conducted in a manner oppressive to any part of its members, the Board may (in addition to, or instead of, presenting a petition under the foregoing subsection) present a petition for an order under section 210 (alternative remedy to winding up in cases of oppression) of the principal Act, and, accordingly, subsection (1) of that section shall have effect with the substitution, for the reference to section 169(3) of that Act, of a reference to this subsection.

Repeal of section 169(1) and (2) of the principal Act, and consequential modification of section 170(1)(a) thereof.

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The following provisions of the principal Act shall cease to have effect, namely.—

• (a) subsections (1) and (2) of section 169 (duty of Board of Trade in certain cases after an investigation to refer to the Director of Public Prosecutions or the Lord Advocate, and duty of Director of Public Prosecutions on a reference by the Board of Trade); and

• (b) in section 170(1)(a) (persons liable to repay the Board of Trade expenses of and incidental to an inspection), the words " by the Director of Public Prosecutions or by or on behalf of the Lord Advocate ".

Fresh power of Board of Trade to bring civil proceedings on behalf of body corporate.

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• (1) If, from any report made under section 168 of the principal Act or from any information or document obtained under Part III of this Act or section 18 or 19 of the Protection of Depositors Act 1963 it appears to the Board of Trade that any civil proceedings ought in the public interest to be brought by any body corporate, they may themselves bring such proceedings in the name and on behalf of the body corporate.

• (2) The Board of Trade shall indemnify the body corporate against any costs or expenses incurred by it in or in connection with any proceedings brought by virtue of the foregoing subsection.

• (3) Section 170(1)(a) of the principal Act shall have effect as if the reference to any person who is ordered to pay damages or restore any property in proceedings brought by virtue of section 169(4) of that Act included a reference to any person who is ordered to pay the whole or any part of the costs of proceedings brought by virtue of subsection (1) of this section, and section 170(3) of that Act shall have effect as if the references to subsections (4) and (5) of section 169 of that Act included references respectively to subsections (1) and (2) of this section.

Extension of Board of Trade's power of investigation under section 165 of the principal Act.

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Sub-paragraph (i) of paragraph (b) of section 165 of the principal Act (by virtue of which paragraph the Board of Trade are empowered to appoint one or more competent persons to investigate the affairs of a company if it appears to them that there are circumstances suggesting, inter alia, that its business is being conducted with intent to defraud its creditors or the creditors of any other person or otherwise for a fraudulent or unlawful purpose or in a manner oppressive of any part of its members) shall have effect as if, after the words " is being ", there were inserted the words " or has been " ; and the power of the Board under that paragraph shall be exercisable with respect to a body corporate notwithstanding that it is in course of being voluntarily wound up.

Power of inspectors to secure attendance of persons for purposes of investigation.

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Section 167 of the principal Act (which imposes on officers and agents of bodies being investigated the duty to assist inspectors) shall be amended as follows :—

• (a) in subsection (1), after the words " to produce to the inspectors all books and documents of or relating to the company or, as the case may be, the other body corporate which are in their custody or power ", there shall be inserted the words " to attend before the inspectors when required so to do "; and

• (b) in subsection (3), after the words " refuses to produce to the inspectors any book or document which it is his duty under this section so to produce ", there shall be inserted the words " refuses to attend before the inspectors when required so to do ".

Amendments of provisions as to expenses of investigations.

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• (1) Section 170 (expenses of investigation of company's affairs) of the principal Act shall be amended as follows.

• (2) The word " and " at the end of paragraph (b) shall be omitted, and for paragraph (c) there shall be substituted the following paragraphs:—

(c) any body corporate dealt with by the report, where the inspector was appointed otherwise than of the Board's own motion, shall be liable, except so far as the Board otherwise direct; and (d) the applicants for the investigation, where the inspector was appointed under section one hundred and sixty-four of this Act, shall be liable to such extent (if any) as the Board may direct

.

• (3) In subsection (2), for the words " paragraph (c)" there shall be substituted the words " paragraphs (c) and (d) ".

• (4) In subsection (4)—

• (a) for the words " paragraph (c)", where first occurring, there shall be substituted the words " paragraphs (c) and (d) ";

• (b) for the words from " the said paragraph (a) or (b)" to " as the case may be " there shall be substituted the words " any of the said paragraphs shall be entitled to contribution from any other person liable under the same paragraph ".

Power of inspector to inform Board of Trade of matters tending to show commission of offence.

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An inspector appointed under section 164 or 165 of the principal Act may at any time in the course of his investigation, without the necessity of making an interim report, inform the Board of Trade of matters coming to his knowledge as a result of the investigation tending to show that an offence has been committed.

Extension of Board of Trade's powers of investigation to certain bodies incorporated outside Great Britain.

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• (1) Sections 165 to 171 and 175 of the principal Act shall apply to all bodies corporate incorporated outside Great Britain which are carrying on business in Great Britain or have at any time carried on business therein as if they were companies registered under the principal Act, but subject to such (if any) adaptations and modifications as may be specified by regulations made by the Board of Trade.

• (2) The power to make regulations conferred by this section shall be exercisable by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

Re-registration of Companies

Limited companies may be re-registered as unlimited.

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• (1) A company which, at the coming into operation of this section, is registered as limited or thereafter is so registered (otherwise than in pursuance of the next following section) may be re-registered under the principal Act as unlimited in pursuance of an application in that behalf complying with the requirement of the next following subsection, framed in the prescribed form and signed by a director or by the secretary of the company and lodged with the registrar of companies in England or Scotland (according as the registered office is situate in England or Scotland) together with the documents mentioned in subsection (3) of this section.

• (2) The said requirement is that the application must—

• (a) set out such alterations in the company's memorandum as.—

• (i) if it is to have a share capital, are requisite to bring it, both in substance and in form, into conformity with the requirements imposed by the principal Act with respect to the substance and form of the memorandum of a company to be formed under that Act as an unlimited company having a share capital; or

• (ii) if it is not to have a share capital, are requisite in the circumstances ; and

• (b) if articles have been registered, set out such alterations therein and additions thereto as.—

• (i) if it is to have a share capital, are requisite to bring them, both in substance and in form, into conformity with the requirements imposed by the principal Act with respect to the substance and form of the articles of a company to be formed thereunder as an unlimited company having a share capital; or

• (ii) if it is not to have a share capital, are requisite in the circumstances; and

if articles have not been registered, have annexed thereto, and request the registration of, printed articles, bearing the same stamp as if they were contained in a deed, being, if the company is to have a share capital, articles complying with the said requirements and, if not, articles appropriate to the circumstances.

• (3) The documents referred to in subsection (1) above are—

• (a) the prescribed form of assent to the company's being registered as unlimited subscribed by or on behalf of all the members of the company ;

• (b) a statutory declaration made by the directors of the company that the persons by whom or on whose behalf the form of assent is subscribed constitute the whole membership of the company and, if any of the members have not subscribed that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who subscribed it on behalf of a member was lawfully empowered so to do ;

• (c) a printed copy of the memorandum incorporating the alterations therein set out in the application; and

• (d) if articles have been registered, a printed copy thereof incorporating the alterations therein and additions thereto set out in the application.

• (4) The registrar shall retain the application and other documents lodged with him under subsection (1) of this section, shall, if articles are annexed to the application, register them and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of this section ; and upon the issue of the certificate—

• (a) the status of the company shall, by virtue of the issue, be changed from limited to unlimited; and

• (b) the alterations in the memorandum set out in the application and (if articles have been previously registered) any alterations and additions to the articles so set out shall, notwithstanding anything in the principal Act, take effect as if duly made by resolution of the company and the provisions of the principal Act shall apply to the memorandum and articles as altered or added to by virtue of this section accordingly.

• (5) A certificate of incorporation issued by virtue of this section shall be conclusive evidence that the requirements of this section with respect to re-registration and of matters precedent and incidental thereto have been complied with, and that the company was authorised to be re-registered under the principal Act in pursuance of this section and was duly so reregistered.

• (6) Where a company is re-registered in pursuance of this section, a person who, at the time when the application for it to be re-registered was lodged, was a past member of the company and did not thereafter again become a member thereof shall not, in the event of the company's being wound up, be liable to contribute to the assets of the company more than he would have been liable to contribute thereto had it not been so re-registered.

• (7) For the purposes of this section—

• (a) subscription to a form of assent by the legal personal representative of a deceased member of a company shall be deemed to be subscription by him ;

• (b) a trustee in bankruptcy of a person who is a member of a company shall, to the exclusion of that person, be deemed to be a member of the company.

• (8) In this section, " prescribed " means prescribed by regulations made by the Board of Trade by statutory instrument.

Unlimited companies may be re-registered as limited.

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• (1) A company which, at the coming into operation of this section, is registered as unlimited or thereafter is so registered (otherwise than by virtue of the last foregoing section) may be re-registered under the principal Act as limited if a special resolution that it should be so re-registered (complying with the requirement of the next following subsection) is passed and an application in that behalf, framed in the prescribed form and signed by a director or by the secretary of the company, is lodged with the registrar of companies in England or Scotland (according as the registered office of the company is situate in England or Scotland) together with the documents mentioned in subsection (3) of this section not earlier than the day on which the copy of the resolution forwarded to him in pursuance of section 143 of the principal Act is received by him.

• (2) The said requirement is that the resolution—

• (a) must state the manner in which the liability of the members of the company is to be limited and, if the company is to have a share capital, what that capital is to be; and

• (b) must—

• (i) if the company is to be limited by guarantee, provide for the making of such alterations in its memorandum and such alterations in and additions to its articles as are requisite to bring the memorandum and articles, both in substance and in form, into conformity with the requirements of the principal Act with respect to the substance and form of the memorandum and articles of a company to be formed thereunder whose condition as to mode of limitation of liability and possession of a share capital (or want of it) will be similar to the condition of the company as to those matters which will obtain upon its re-registration ;

• (ii) if the company is to be limited by shares, provide for the making of such alterations in its memorandum as are requisite to bring it, both in substance and in form, into conformity with the requirements of the principal Act with respect to the substance and form of the memorandum of a company to be formed thereunder as a company so limited, and such alterations in and additions to its articles as are requisite in the circumstances.

• (3) The documents referred to in subsection (1) above are a printed copy of the memorandum as altered in pursuance of the resolution and a printed copy of the articles as so altered.

• (4) The registrar shall retain the application and other documents lodged with him under subsection (1) above and shall issue to the company a certificate of incorporation appropriate to the status to be assumed by the company by virtue of this section; and upon the issue of the certificate—

• (a) the status of the company shall, by virtue of the issue, be changed from unlimited to limited; and

• (b) the alterations in the memorandum specified in the resolution and the alterations in, and additions to, the articles so specified shall, notwithstanding anything in the principal Act, take effect.

• (5) A certificate of incorporation issued by virtue of this section shall be conclusive evidence that the requirements of this section with respect to re-registration and of matters precedent and incidental thereto have been complied with, and that the company was authorised to be re-registered under the principal Act in pursuance of this section and was duly so re-registered.

• (6) Section 64 of the principal Act (power of unlimited company by resolution for registration as a limited company to provide for reserve share capital) shall have effect as if, for the reference to its resolution for registration as a limited company in pursuance of that Act, there were substituted a reference to its resolution for registration as a limited company in pursuance of that Act or re-registration as a limited company in pursuance of this section.

• (7) In the event of the winding up of a company re-registered in pursuance of this section, the following provisions shall have effect:—

• (a) notwithstanding paragraph (a) of subsection (1) of section 212 of the principal Act (which section relates to the liability as contributories of past and present members), a past member of the company who was a member thereof at the time of re-registration shall, if the winding up commences within the period of three years beginning with the day on which the company is re-registered, be liable to contribute to the assets of the company in respect of debts and liabilities of its contracted before that time;

• (b) where no persons who were members of the company at that time are existing members of the company, a person who, at that time, was a present or past member thereof shall, subject to the said paragraph (a) and to the foregoing paragraph, but notwithstanding paragraph (c) of the said subsection (1), be liable to contribute as aforesaid notwithstanding that the existing members have satisfied the contributions required to be made by them in pursuance of the principal Act;

• (c) notwithstanding paragraphs (d) and (e) of the said subsection (1), there shall be no limit on the amount which a person who, at that time, was a past or present member of the company is liable to contribute as aforesaid.

• (8) In section 112 of the Stamp Act 1891 (which charges a duty on the capital of limited liability companies), the first reference to a company to be registered with limited liability shall be construed as including a reference to a company to be re-registered in pursuance of this section with such liability.

• (9) In this section, " prescribed " means prescribed by regulations made by the Board of Trade by statutory instrument.

Cesser of section 16 of the principal Act.

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No company shall register or re-register in pursuance of section 16(1) of the principal Act after the time at which this section comes into operation except upon an application in that behalf made before that time.

Miscellaneous Amendments

Power of Board of Trade to require company to abandon misleading name.

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• (1) If, in the opinion of the Board of Trade, the name by which a company is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, they may direct it to change its name.

• (2) A direction given under this section to a company must, if not duly made the subject of an application under the next following subsection to the court, be complied with within a period of six weeks from the date of the direction or such longer period as the Board of Trade may think fit to allow.

• (3) A company to which a direction is given under this section may, within a period of three weeks from the date of the direction, apply to the court to set the direction aside, and the court may set it aside or confirm it; and, if it confirms it, it shall specify a period within which it must be complied with.

• (4) If a company makes default in complying with a direction under this section, it shall be liable to a fine not exceeding £5 for every day during which the default continues.

• (5) Subsections (3) and (4) of section 18 of the principal Act (consequences of change of name under that section) shall have effect as if references therein to that section included references to this section.

Exception, in certain cases, of unlimited companies from requirements of section 127 of the principal Act.

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• (1) An unlimited company shall be excepted from the requirements imposed by section 127 of the principal Act (documents to be annexed to annual return) if, but only if.—

• (a) at no time during the period to which the return relates has it been, to its knowledge, the subsidiary of a company that was then limited and at no such time, to its knowledge, have there been held or exercisable by or on behalf of two or more companies that were then limited, shares or powers which, had they been held or exercisable by one of them, would have made the company its subsidiary ;

• (b) at no such time has it been the holding company of a company that was then limited ; and

• (c) at no such time has it been carrying on business as the promoter of a trading stamp scheme within the meaning of the Trading Stamps Act 1964.

• (2) References in this section to a company that was limited at a particular time shall be construed as referring to a body corporate (whether incorporated under the law in force in Great Britain or the law in force elsewhere) the liability of whose members was at that time limited.

Fees.

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• (1) For references in section 425 of, and Schedule 14 to, the principal Act to Schedule 12 to that Act there shall be substituted references to Schedule 3 to this Act.

• (2) The Board of Trade may by regulations made by statutory instrument alter the said Schedule 3 so as to increase or decrease the amount of a fee payable to the registrar, and any reference in the principal Act to that Schedule shall be construed as a reference to that Schedule with any alterations made by regulations for the time being in force under this subsection.

• (3) No regulations shall be made under the last foregoing subsection increasing a fee unless a draft of the instrument containing the regulations has been laid before Parliament and has been approved by resolution of each House of Parliament.

• (4) A statutory instrument containing regulations made under subsection (2) of this section none of which increases a fee shall be subject to annulment in pursuance of a resolution of either House of Parliament.

Summary proceedings.

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• (1) All offences under the principal Act or this Part of this Act made punishable by fine alone shall be triable summarily.

• (2) Summary proceedings for any offence under the principal Act or this Part of this Act may (without prejudice to any jurisdiction exercisable apart from this subsection) be taken against a body corporate at any place at which the body has a place of business, and against any other person at any place at which he is for the time being.

• (3) Notwithstanding anything in section 104 of the Magistrates' Courts Act 1952, an information relating to an offence under the principal Act or this Part of this Act which is triable by a magistrates' court in England and Wales may be so tried if it is laid at any time within three years after the commission of the offence and within twelve months after the date on which evidence sufficient in the opinion of the Director of Public Prosecutions or the Board of Trade, as the case may be, to justify the proceedings comes to his or their knowledge.

• (4) Summary proceedings in Scotland for an offence under the principal Act or this Part of this Act shall not be commenced after the expiration of three years from the commission of the offence, but, subject to the foregoing limitation and notwithstanding anything in section 23 of the Summary Jurisdiction (Scotland) Act 1954, such proceedings may be commenced at any time within twelve months after the date on which evidence sufficient in the opinion of the Lord Advocate to justify the proceedings comes to his knowledge or, where such evidence was reported to him by the Board of Trade, within twelve months after the date on which it came to their knowledge; and subsection (2) of the said section 23 shall apply for the purpose of this subsection as it applies for the purpose of that section.

• (5) For the purposes of this section, a certificate of the Director of Public Prosecutions, the Lord Advocate or the Board of Trade, as the case may be, as to the date on which such evidence as aforesaid came to his or their knowledge shall be conclusive evidence.

• (6) The foregoing provisions of this section shall have effect in place of section 442 of the principal Act and that section shall, accordingly, cease to have effect.

• (7) In relation to offences committed before the coming into operation of this section, neither subsection (3) nor (4) thereof shall apply if the time allowed for taking proceedings under the Act therein mentioned had already expired before this section comes into operation.

Admissibility in evidence of certain matter.

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An answer given by a person to a question put to him in exercise of powers conferred by—

• (a) section 167 of the principal Act (as originally enacted or as applied by section 172 of that Act or section 32 of this Act); or

• (b) general rules made under section 365(1) of the principal Act for carrying into effect the objects of that Act so far as relates to the winding up of companies;

may be used in evidence against him, and a statement required by section 235 of the principal Act (statement of company's affairs to be made to official receiver) may be used in evidence against any person making or concurring in making it.

Exemption from obligation to print certain resolutions and agreements.

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• (1) Notwithstanding anything in subsection (2) of section 63 of the principal Act, no company need forward to the registrar of companies a printed copy of a resolution authorising an increase of its share capital, if instead it forwards a copy in some other form approved by the registrar.

• (2) Notwithstanding anything in subsection (1) of section 143. of the principal Act, no company need forward to the registrar of companies a printed copy of a resolution or agreement to which that section applies, if instead it forwards a copy in some other form approved by the registrar.

Increase of maximum charges for copies of registers of debenture holders, debenture trust deeds and registers of members.

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• (1) Section 87 of the principal Act shall be amended as follows:—

• (a) in subsection (2) (which entitles any person to a copy of the register of holders of debentures of a company or any part thereof on payment of sixpence for every hundred words required to be copied), for the words " on payment of sixpence for every hundred words required to be copied " there shall be substituted the words " on payment of two shillings, or such less sum as may be prescribed by the company, for every hundred words or fractional part thereof required to be copied "; and

• (b) in subsection (3) (which entitles a holder of debentures of a company to a copy of the trust deed for securing the issue thereof on payment in the case of a printed deed of the sum of one shilling or such less sum as may be prescribed by the company or, where the trust deed has not been printed, on payment of sixpence for every hundred words required to be copied), for the words " one shilling " there shall be substituted the words " four shillings " and, for the words " on payment of sixpence for every hundred words required to be copied ", there shall be substituted the words " on payment of two shillings, or such less sum as may be prescribed by the company, for every hundred words or fractional part thereof required to be copied ".

• (2) In section 113(2) of the principal Act (which entitles any person to a copy of, or of any part of, the register of members of a company on payment of sixpence, or such less sum as the company may prescribe, for every hundred words or fractional part thereof required to be copied), for the word " sixpence " there shall be substituted the words " two shillings ".

Supplementary Provisions

Application of Part I to certain companies not formed under the principal Act.

53

• (1) Part VII of the principal Act (which relates to companies formed or registered under the former Acts therein mentioned) and section 394 (which relates to companies not formed under that Act but registering thereunder) shall apply for the purpose of the application of the provisions of this Part of this Act to such companies as aforesaid as they apply for the purpose of the application thereto of the provisions of the principal Act.

• (2) In section 379 of the principal Act (which is included in the said Part VII), for the reference to an unlimited company registered in pursuance of that Act as a limited company there shall be substituted a reference to an unlimited company registered in pursuance of that Act as a limited company or re-registered in pursuance of this Part of this Act as a limited company.

Application of certain provisions of Part I to unregistered companies.

54

Section 435 of, and Schedule 14 to, the principal Act (which provide for the application of certain provisions of that Act to unregistered companies) shall have effect as if sections 3 to 8 (both inclusive), 10, 11, 12(1), 13 to 23 (both inclusive), 35, 37, 41, 47 and 49 of this Act were provisions of that Act, and—

• (a) in the case of sections 3 to 8 (both inclusive), 10, 11 and 13 to 23 (both inclusive), were included amongst the sections of that Act specified in that Schedule which relate to accounts and audit;

• (b) in the case of sections 35, 37 and 41, were included amongst the sections of that Act so specified which relate to investigations;

• (c) in the case of sections 12(1) and 49, were included amongst the sections of that Act so specified which relate to registration of documents, enforcement and other supplementary matters;

• (d) in the case Of section 47, were included amongst the sections of that Act so specified which relate to annual return ;

and the reference in the last entry in column 3 of that Schedule to provisions applied by virtue of the foregoing entries in that Schedule shall be construed accordingly.

Construction of references to enactments contained in the principal Act.

55

Any reference in the principal Act or in any other Act passed before this Act to an enactment contained in the principal Act which is amended by this Part of this Act shall, unless the context otherwise requires, be construed as referring to that enactment as so amended.

Interpretation of Part I, and application of provisions of the principal Act.

56

• (1) Except where the context otherwise requires—

• (a) any reference in this Part of this Act to an enactment contained in the principal Act shall be taken as referring to that enactment as amended by or under any subsequent enactment, including this Part of this Act; and

• (b) any expression to which a meaning is assigned by the principal Act for the purposes of that Act has that meaning also for the purposes of this Part of this Act.

• (2) For the purposes of this Part of this Act, except where the context otherwise requires.—

• (a) any reference to a balance sheet or profit and loss account shall include any note thereon or document annexed thereto giving information which is required by the principal Act or this Part of this Act and is thereby allowed to be so given, and

• (b) any reference to a profit and loss account shall be taken, in the case of a company not trading for profit, as a reference to its income and expenditure account, and references to profit or to loss and, if the company has subsidiaries, to a consolidated profit and loss account shall be construed accordingly;

and in subsection (3) of section 147 of the principal Act, the first reference to that Act shall include a reference to this Act, and in that subsection and in section 149(7) of the principal Act, for the references to information which is required by that Act there shall be substituted references to information which is required by that Act or this Part of this Act.

• (3) A person shall not be deemed to be within the meaning of any provision of this Part of this Act a person in accordance with whose directions or instructions the directors of a company are accustomed to act by reason only that the directors of the company act on advice given by him in a professional capacity.

• (4) References in this Part of this Act to a body corporate shall be construed as not including a corporation sole or a Scottish firm but as including a company incorporated outside Great Britain.

• (5) Where a reference to a number of shares occurs in this Part of this Act in a context which admits of the reference to shares being construed as including stock, the expression " number " shall be construed as including amount.

• (6) In the provisions of the principal Act specified in Schedule 4 to this Act references to that Act shall include references to this Part of this Act, except so far as the context excludes such a construction.

• (7) Except where the context otherwise requires, references in this Part of this Act to this Part of this Act include references to Schedules 1 to 4 (both inclusive) to this Act.

Commencement of, and exercise of powers to make regulations under, certain provisions of Part I.

57

• (1) The following provisions shall have effect with respect to the coming into operation of the enactments therein mentioned, that is to say:—

• (a) sections 25 to 34 (both inclusive), 43, 44, 45 and 48 of this Act and Schedule 3 thereto shall come into operation at the expiration of the period of three months beginning with the day on which this Act is passed;

• (b) sections 2 to 16 (both inclusive) and 18 to 24 (both inclusive) of this Act and Schedules 1 and 2 thereto shall come into operation at the expiration of the period of six months beginning with that day;

• (c) section 17 of this Act shall come into operation at the expiration of the period of twelve months beginning with that day.

• (2) Without prejudice to section 37 of the Interpretation Act 1889 (which relates to the exercise of statutory powers between the passing and commencement of an Act), forms may be prescribed under sections 43 and 44 of this Act at any time after the passing of this Act but so that any instrument by which they are prescribed shall not come into operation before the coming into operation of those sections.

PART II — Amendments of Law with respect to Insurance Companies

Meaning of " the principal Act " for Purposes of Part II

Meaning of " the principal Act " for purposes of Part II.

58

In this Part of this Act, " the principal Act " means the Insurance Companies Act 1958.

Control of Entry into insurance Business and of its general Conduct

Classes of insurance business relevant for purposes of Part II, and definitions thereof.

59

• (1) The classes of insurance business relevant for the purposes of this Part of this Act are industrial assurance business, liability insurance business, marine, aviation and transport insurance business, motor vehicle insurance business, ordinary long-term insurance business, pecuniary loss insurance business, personal accident insurance business and property insurance business.

• (2) In this Part of this Act, " industrial assurance business " has the meaning assigned to it by section 1(2) of the Industrial Assurance Act 1923.

• (3) In this Part of this Act, " liability insurance business " means the business of effecting and carrying out contracts of insurance against risks of the persons insured incurring liabilities to third parties, not being risks arising out of, or in connection with the use of, motor vehicles or out of, or in connection with the use of, vessels or aircraft or risks incidental to the construction, repair or docking of vessels or aircraft.

• (4) In this Part of this Act, " marine, aviation and transport insurance business " means the business of effecting and carrying out contracts of insurance—

• (a) upon vessels or aircraft, or upon the machinery, tackle, furniture or equipment of vessels or aircraft;

• (b) upon goods, merchandise or property of any description whatever on board of vessels or aircraft;

• (c) upon the freight of, or any other interest in or relating to, vessels or aircraft;

• (d) against damage arising out of, or in connection with, the use of vessels or aircraft, including third-party risks ;

• (e) against risks incidental to the construction, repair or docking of vessels, including third-party risks;

• (f) against transit risks (whether the transit is by sea, inland water, land or air, or partly one and partly another), including risks incidental to the transit insured from the commencement of the transit to the ultimate destination covered by the insurance ; or

• (g) against any other risks insurance against which is customarily undertaken in conjunction with, or as incidental to, the undertaking of such business as falls within this definition by virtue of any of the foregoing paragraphs.

• (5) In this Part of this Act, " motor vehicle insurance business " means the business of effecting and carrying out contracts of insurance against loss of, or damage to, or arising out of or in connection with the use of, motor vehicles, inclusive of third-party risks but exclusive of transit risks.

• (6) In this Part of this Act " ordinary long-term insurance business " means business of any of the following kinds, namely.—

• (a) effecting and carrying out contracts of insurance on human life or contracts to pay annuities on human life ;

• (b) effecting and carrying out contracts of insurance against risks of the persons insured sustaining injury as the result of an accident or of an accident of a specified class or dying as the result of an accident or of an accident of a specified class or becoming incapacitated in consequence of disease or of disease of a specified class, being contracts that are expressed to be in effect for a period of not less than five years or without limit of time and either are not expressed to be terminable by the insurer before the expiration of five years from the taking effect thereof or are expressed to be so terminable before the expiration of that period only in special circumstances therein mentioned; and

• (c) effecting and carrying out contracts of insurance, whether effected by the issue of policies, bonds or endowment certificates or otherwise, whereby, in return for one or more premiums paid to the insurer, a sum or a series of sums is to become payable to the insured in the future, not being such contracts as fall within either of the foregoing paragraphs;

but does not include industrial assurance business.

• (7) In this Part of this Act, " pecuniary loss insurance business " means the business of effecting and carrying out contracts of insurance against any of the following risks, namely.—

• (a) risks of loss to the persons insured arising from the insolvency of debtors of theirs or from the failure (otherwise than through insolvency) of debtors of theirs to pay their debts when due;

• (b) risks of loss to the persons insured arising from their having to perform contracts of guarantee entered into by them;

• (c) risks of loss to the persons insured attributable to interruptions of the carrying on of business carried on by them or to reductions of the scope of businesses so carried on;

• (d) risks of loss to the persons insured attributable to their incurring unforeseen expense; and

• (e) risks neither falling within any of the foregoing paragraphs nor being of a kind such that the carrying on of the business of effecting and carrying out contracts of insurance against them constitutes the carrying on of insurance business of some other class.

• (8) In this Part of this Act, " personal accident insurance business " means the business of effecting and carrying out contracts of insurance against risks of the persons insured sustaining injury as the result of an accident or of an accident of a specified class or dying as the result of an accident or of an accident of a specified class or becoming incapacitated in consequence of disease or of disease of a specified class, not being contracts falling within subsection (6)(b) above.

• (9) In this Part of this Act, " property insurance business " means the business of effecting and carrying out contracts of insurance against risks of loss of, or damage to, material property, not being risks of a kind such that the business of effecting and carrying out contracts of insurance against them constitutes marine, aviation and transport insurance business or motor vehicle insurance business.

Restriction of carrying on insurance business.

60

• (1) No person shall carry on in Great Britain insurance business of a class relevant for the purposes of this Part of this Act (other than industrial assurance business) except—

• (a) a company incorporated, whether under the Companies Act 1948 or otherwise, which is authorised by or under the following provisions of this Part of this Act to carry on business of that class or a registered society which is so authorised to carry on business of that class;

• (b) an unincorporated body of persons which is authorised by or under the said provisions to carry on business of that class, being a body which, immediately before 3rd November 1966, was carrying on in Great Britain insurance business (whether of that class or not);

• (c) a body registered under the Acts relating to friendly societies or to trade unions ; or

• (d) a member of Lloyd's, or of any other association of underwriters approved for the purposes of this Part of this Act by the Board of Trade.

• (2) No person shall carry on in Great Britain industrial assurance business except—

• (a) a company incorporated, whether under the Companies Act 1948 or otherwise, which is authorised by or under the following provisions of this Part of this Act to carry on such business or a registered society which is so authorised to carry on such business ; or

• (b) a society registered under the Friendly Societies Act 1896, being a friendly society within the meaning of that Act.

• (3) No person shall carry on in the Isle of Man or any of the Channel Islands industrial assurance business except—

• (a) a company incorporated, whether under the Companies Act 1948 or otherwise, or a registered society ; or

• (b) such a society as falls within paragraph (b) of the last foregoing subsection.

• (4) A person who carries on business in contravention of any of the foregoing subsections shall be guilty of an offence and liable—

• (a) on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both;

• (b) on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding £200, or to both.

Authorisations for purposes of section 60.

61

• (1) In the case of insurance business of each class relevant for the purposes of this Part of this Act (other than industrial assurance business), the following shall, by virtue of this subsection, be authorised to carry it on in Great Britain, namely.—

• (a) an incorporated company which, immediately before 3rd November 1966, was carrying it on in Great Britain ;

• (b) a registered society which, immediately before that day, was so carrying it on ; and

• (c) an unincorporated body of persons which, immediately before that day, was so carrying it on ;

(not being, as the case may be, a company, society or body that was then carrying on business in contravention of section 2(1) of the principal Act) and, in the case of industrial assurance business, the following shall, by virtue of this subsection, be authorised to carry it on in Great Britain, namely, —

• (i) an incorporated company which, immediately before 3rd November 1966, was carrying it on in Great Britain; and

• (ii) a registered society which, immediately before that day, was so carrying it on ;

(not being, as the case may be, a company or society that was then carrying it on in contravention of the said section 2(1).

• (2) Subject to the following provisions of this Part of this Act, the Board of Trade may, in the case of insurance business of each class relevant for the purposes of this Part of this Act (other than industrial assurance business), authorise the following to carry it on in Great Britain, namely.—

• (a) an incorporated company ;

• (b) a registered society ; and

• (c) an unincorporated body which, immediately before 3rd November 1966, was carrying on in Great Britain insurance business (whether of that class or not);

and may, in the case of industrial assurance business, authorise an incorporated company and a registered society to carry it on in Great Britain.

Provisions for securing initial sufficiency of assets and capital of insurance companies.

62

• (1) The Board of Trade shall not issue under the last foregoing section an authorisation with respect to a company, society or body unless they are satisfied—

• (a) in a case in which the company, society or body is, when the authorisation is applied for, carrying on (whether within or outside Great Britain) general business, and has completed its first financial year, that the value of its assets exceeds the amount of its liabilities by the relevant amount;

• (b) in any other case, that it has assets whose value amounts (after deduction, if it has liabilities, of the amount thereof) to not less than £50,000 ;

nor shall they so issue an authorisation with respect to a company having a share capital unless the amount paid up thereon is not less than £100,000.

• (2) For the purposes of paragraph (a) of the foregoing subsection, the relevant amount, in the case of a company, society or body, is (subject to the next following subsection), in each of the cases set out in column 1 of the following Table, the amount specified in relation to that case in column 2 of that Table.

Case	Relevant Amount
1. The general premium income of the company, society or body in its last preceding financial year did not exceed £250,000.	£50,000.
2. The said income in that year exceeded £250,000 but did not exceed £2,500,000.	One fifth of the said income in that year.
3. The said income in that year exceeded £2,500,000.	The aggregate of £500,000 and one tenth of the amount by which the said income in that year exceeded £2,500,000.

• (3) In the case of a company, society or body whose last preceding financial year was not a period of twelve months (other than one which has not completed its second financial year and whose first financial year was a period of less than twelve months), the last foregoing subsection shall have effect with the substitution, for each number specified in the Table set out at the end thereof (other than 50,000 and 500,000), of one equal to the product derived by multiplying that number by the relevant fraction and, for each fraction so specified, of one equal to the quotient derived by dividing that fraction by the relevant fraction; and for the purposes of this subsection the relevant fraction is that whose numerator is the number of days in the company's, society's or body's last preceding financial year and whose denominator is 365.

• (4) Subsection (2) (computation of liabilities and general premium income) of section 13 of the principal Act shall apply for the purposes of this section as it applies for the purposes of that.

• (5) This section shall not apply to the issue of an authorisation to a company, society or body in a case in which the Board of Trade are satisfied that the purpose for which the authorisation is sought is to enable the company, society or body to carry on business for the purpose only of insuring persons of a limited class or of insuring persons against risks of a limited category of the class against which insurance cannot, in the absence of the authorisation, lawfully be undertaken by the company, society or body in the course of carrying on business in Great Britain.

Provisions for securing risks insured are capable of being borne.

63

The Board of Trade shall not, under section 61 of this Act, authorise a company, society or body to carry on insurance business of any class unless they are satisfied, as regards each class of risks against which, in the course of carrying on business, the company, society or body insures or proposes to insure persons, that adequate arrangements are in force or will be made for the reinsurance of risks of that class against which persons are, or are to be, insured by the company, society or body in the course of carrying on business or that it is justifiable not to make arrangements for that purpose.

Provisions for preventing unfit persons from being associated with insurance companies.

64

The Board of Trade shall not issue under section 61 of this Act an authorisation with respect to an incorporated company if it appears to them that—

• (a) an officer of the company or of a body corporate of which it is the subsidiary; or

• (b) a person who is a person in accordance with whose directions or instructions the directors of the company or of a body corporate of which it is the subsidiary (or any of them) are accustomed to act or who is entitled to exercise, or control the exercise of, one third or more of the voting power at any general meeting of the company or of a body corporate of which it is the subsidiary;

is not a fit and proper person to be associated with the company, nor shall they so issue an authorisation with respect to a registered society or an unincorporated body if it appears to them that an officer of the society or body is not a fit and proper person to be associated therewith.

Power of Board of Trade to impose requirements with respect to initial conduct of business.

65

• (1) Where the Board of Trade issue under section 61 of this Act an authorisation with respect to a company, society or body, they may, when they issue it, impose on the company, society or body all or any of the following requirements, namely.—

• (a) a requirement that the company, society or body shall not make investments of a specified class and shall, before the expiration of a specified period (or such longer period as the Board may allow), realise investments of that class held by it immediately before the requirement is imposed;

• (b) a requirement that assets of the company, society or body to a value not less at any time than the amount of its domestic liabilities at that time shall be maintained in the United Kingdom;

• (c) a requirement that assets of the company, society or body of a specified description, free from any mortgage or charge and to a value not less at any time than whichever is the greater of the following amounts, that is to say, the amount of a specified proportion of the domestic liabilities of the company, society or body at that time and £50,000, shall be maintained in the United Kingdom and that those assets, or, in the case of any of them to which there are documents of title, those documents, shall be held in the custody of a person approved for the purposes of this section by the Board of Trade ;

• (d) a requirement that the company, society or body shall, at specified times or intervals, furnish to the Board information about specified matters, being, if the Board so require, information verified in a specified manner.

• (2) A requirement imposed by virtue of paragraph (b) or (c) of the foregoing subsection may either be so framed as to come into effect immediately after the day on which it is imposed or be so framed as to come into effect after the expiration of a specified period (or such longer period as the Board of Trade may allow).

• (3) Assets of a company, society or body held in the custody of a person shall be taken to be held by him in compliance with a requirement imposed by virtue of paragraph (c) of subsection (1) above if, but only if, they are assets in whose case the company, society or body has given him written notice that they are to be held by him in compliance with such a requirement or they are assets into which assets in whose case the company, society or body has given him such written notice have, by any transaction or series of transactions, been transposed by him on the instructions of the company, society or body; and documents of title to assets of a company, society or body held in the custody of a person shall be taken to be held by him in compliance with such a requirement if, but only if, they are documents in whose case the company, society or body has given him notice that they are to be held by him in compliance with such a requirement.

• (4) A requirement imposed under this section shall continue in force for such period, not extending beyond the expiration of the period of five years beginning with the day on which it is imposed, as the Board may specify when they impose it.

• (5) The Board may rescind a requirement imposed under this section if it appears to them that it is no longer necessary for the requirement to continue in force, and may from time to time vary any such requirement (other than one imposed by virtue of paragraph (b) of subsection (1) above).

• (6) When the Board impose under subsection (1)(c) of this section a requirement on a company, society or body, or rescind or vary a requirement so imposed, they shall forthwith serve—

• (a) except where the requirement is one imposed on a registered society (other than one registered in Northern Ireland), on the registrar of companies ;

• (b) in the said excepted case, on the appropriate registrar as defined by section 73(1) of the Industrial and Provident Societies Act 1965;

written notice stating that fact, and, in the case of a notice of the imposition of a requirement, setting out the terms of the requirement, in the case of a notice of the rescission of a requirement, identifying the requirement, and in the case of a notice of a variation of a requirement, identifying the requirement and setting out the terms of the variation.

• (7) A notice served in pursuance of the last foregoing subsection on the registrar of companies shall be open to inspection, and a copy thereof may be procured by any person on payment of such fee as the Board may direct; and every document purporting to be certified by the registrar of companies, or by a person appointed in that behalf by the President of the Board of Trade, to be a copy of such a notice shall be deemed to be a copy of that notice and shall be received in evidence as if it were the original notice, unless some variation between it and the original be proved.

• (8) Section 71(1) of the Industrial and Provident Societies Act 1965 (which empowers the Treasury to make regulations respecting, inter alia, the inspection of documents kept by the appropriate registrar under that Act) shall have effect as if the reference to documents so kept included a reference to notices served in pursuance of subsection (6) above on the appropriate registrar.

• (9) In this section, any reference to a domestic liability is a reference to a liability arising under a contract made in the United Kingdom, or under a contract of insurance made elsewhere, being a contract of insurance in whose case, if only one premium is payable thereunder, the premium, or, if more than one premium is payable thereunder, any of the premiums so payable, is payable or has been paid in the United Kingdom; and in computing the amount of any liabilities for the purposes of this section, all contingent and prospective liabilities shall be taken into account, but not liabilities in respect of share capital.

Provisions relating to assets subject to certain requirements imposed under section 65.

66

• (1) No assets held in the custody of a person in compliance with a requirement imposed by virtue of paragraph (c) of subsection (1) of the last foregoing section, and no documents so held in compliance with a requirement so imposed shall, so long as the requirement is in force, be withdrawn from the custody of that person except with the written consent of the Board of Trade.

• (2) If a mortgage or charge is created by a company, society or body at a time when there is in force a requirement imposed on the company, society or body by virtue of paragraph (c) of subsection (1) of the last foregoing section, being a mortgage or charge conferring a security on any assets which are held in the custody of a person in compliance with the requirement or on any assets documents of title to which are so held in compliance with the requirement, the mortgage or charge shall, to the extent that it confers such a security, be void against the liquidator and any creditor of the company, society or body.

Power to impose restrictions on company benefiting by virtue of section 62(5).

67

• (1) An authorisation under section 61 of this Act in whose case section 62 of this Act does not apply to the issue thereof may contain provision imposing on the company, society or body with respect to which it is issued either or both of the following obligations, namely.—

• (a) to refrain, in the course of carrying on business of the class to which the authorisation relates, from insuring persons other than of a specified class; and

• (b) to refrain, as aforesaid, from insuring persons against risks other than of a specified class.

• (2) An obligation binding on a company, society or body by virtue of the foregoing subsection may be discharged by the Board of Trade if it appears to them to be no longer necessary for the obligation to continue in force or may be varied at any time by them.

Power of Board of Trade to restrict conduct of insurance business, and effect of exercise of that power.

68

• (1) The Board of Trade may, in the case of an insurance company to which the principal Act applies, direct that, as regards each class of business relevant for the purposes of this Part of this Act that it is by or under section 61 of this Act authorised to carry on, it shall, in carrying on business of that class, be subject to the restriction appropriate to the carrying on of business of that class if—

• (a) it appears to the Board that the company has failed to satisfy an obligation to which it is subject by virtue of the principal Act or this Part of this Act;

• (b) in a case in which the company is carrying on general business, the Board are not satisfied that it is not, by virtue of section 13(1) of the principal Act, to be deemed, for the purposes of section 222 of the Companies Act 1948, to be unable to pay its debts and, in a case in which it is not carrying on such business, they are not satisfied that the value of its assets exceeds the amount of its liabilities (including all prospective and contingent ones, but excluding those in respect of share capital);

• (c) the Board are not satisfied, as regards a class of risks against which the company insures persons (not being one in the case of which, in the opinion of the Board, it is justifiable for there not to be in force arrangements for the reinsurance of risks of that class against which persons are insured by the company in the course of carrying on business), that adequate arrangements are in force for that purpose ; or

• (d) there exists a ground on which the Board would, by section 64 of this Act, be prohibited from issuing, under section 61 of this Act, an authorisation with respect to the company if it were applied for.

• (2) The Board of Trade may, in the case of an insurance company to which the principal Act applies, direct that, as regards a class of business relevant for the purposes of this Part of this Act that it is, under section 61(2) of this Act, authorised to carry on, it shall, in carrying on business of that class be subject to the restriction appropriate to the carrying on of business of that class, if it appears to the Board that the company furnished to the Board, when seeking authorisation under that section for the carrying on of business of that class, misleading or inaccurate information.

• (3) Before exercising, with respect to a company, the power conferred by subsection (1) or (2) above, the Board shall serve on the company a written notice stating that they are considering exercising the power (specifying it) and.—

• (a) where the power in question is that conferred by subsection (1), specifying the ground on which they are considering exercising it and, if the ground is that specified in paragraph (a), (c) or (d) of that subsection, giving particulars thereof;

• (b) where the power in question is that conferred by subsection (2), giving particulars of the ground on which they are considering exercising it;

and inviting the company to make to the Board, within the period of one month from the date of the service of the notice, any representations that it desires to make with respect to the proposed exercise of the power; and the Board may exercise the power after the expiration of the said period, but before deciding whether or not to do so, shall take into consideration any representations so made by the company and, if it so requests, afford it an opportunity of being heard by the Board within that period.

• (4) For the purposes of this section.—

• (a) the restriction appropriate to the carrying on by an insurance company of industrial assurance business is that the company shall not effect a contract of insurance on human life or a contract to pay an annuity on human life;

• (b) the restriction appropriate to the carrying on by an insurance company of liability insurance business is that the company shall not effect or vary any such contract of insurance as is mentioned in subsection (3) of section 59 of this Act;

• (c) the restriction appropriate to the carrying on by an insurance company of marine, aviation and transport insurance business is that the company shall not enter into or vary any such contract as is mentioned in subsection (4) of that section ;

• (d) the restriction appropriate to the carrying on by an insurance company of motor vehicle insurance business is that the company shall not enter into or vary any such contract as is mentioned in subsection (5) of that section;

• (e) the restriction appropriate to the carrying on by an insurance company of ordinary long-term insurance business is that the company shall not effect a contract of insurance on human life or a contract to pay an annuity on human life or any such contract as is mentioned in paragraph (b) or (c) of subsection (6) of that section;

• (f) the restriction appropriate to the carrying on by an insurance company of pecuniary loss insurance business is that the company shall not enter into or vary any such contract as is mentioned in subsection (7) of that section;

• (g) the restriction appropriate to the carrying on by an insurance company of personal accident insurance business is that the company shall not enter into or vary any such contract as falls within subsection (8) of that section; and

• (h) the restriction appropriate to the carrying on by an insurance company of property insurance business is that the company shall not enter into or vary any such contract as is mentioned in subsection (9) of that section.

• (5) An insurance company which contravenes a restriction to which it is subject by virtue of subsection (1) or (2) above shall be guilty of an offence and liable—

• (a) on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine, or to both;

• (b) on summary conviction, to imprisonment for a term not exceeding three months or to a fine not exceeding £200, or to both.

• (6) A direction given under this section by the Board of Trade may be withdrawn by them if it appears to them to be no longer necessary for the restriction subsisting by virtue thereof to continue in force.

• (7) Notice of the giving under this section of a direction and of the withdrawal of a direction so given shall be published by the Board of Trade in the London and Edinburgh Gazettes and in such other ways as appear to them expedient for informing the public.

• (8) Any notice to be served under this section on a person may be served by post, and a letter containing the notice shall be deemed to be properly addressed if it is addressed to that person at his last known residence or last known place of business in Great Britain.

Power of Board of Trade to revoke authorisation for purposes of section 60 on company's ceasing to carry on business.

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• (1) Authorisation to a company, society or body, either under subsection (1) of section 61 of this Act or under subsection (2) of that section, to carry on in Great Britain insurance business of a class relevant for the purposes of this Part of this Act may be revoked by the Board of Trade if the company, society or body ceases to carry on in Great Britain such business of that class, and authorisation to a company, society or body under the said subsection (2) to carry on in Great Britain such business of a class so relevant may be so revoked if the company, society or body does not, before the expiration of twelve months beginning with the day next following that on which the authorisation is issued, commence to carry on in Great Britain such business of that class.

• (2) The revocation, under the foregoing subsection, of authorisation to carry on in Great Britain insurance business of a class shall be without prejudice to a subsequent issue, under section 61(2) of this Act, of authorisation to carry on in Great Britain such business of that class.

Alteration of Scope of the principal Act

Alteration of scope of the principal Act.

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• (1) Subsection (1) of section 1 of the principal Act (which provides that, with certain exceptions, that Act shall apply to all insurance companies which carry on within Great Britain insurance business of all or any of the classes specified in that subsection) shall have effect with the omission of the words from " of all or any of the following classes " to the end of the subsection.

• (2) In consequence of the foregoing subsection and of the classification of insurance business effected by section 59 of this Act, the provisions of the principal Act specified in column 1 of Schedule 5 to this Act shall have effect subject to the amendments respectively specified in relation thereto in column 2 of that Schedule; and, for the purposes of those provisions, as amended by that Schedule, the expression " ordinary long-term insurance business " shall have the meaning assigned to it by section 59(6) of this Act.

• (3) Subsection (3) of the said section 1 (which requires certain companies carrying on insurance business outside Great Britain to be treated for the purposes of that Act as if they were carrying on such business in Great Britain) shall cease to have effect.

Accounts, business Statements and cognate Matters

Substitution of new provisions for those of section 4 (annual accounts and balance sheets) of the principal Act.

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• (1) For section 4 (preparation of annual accounts and balance sheets) of the principal Act, there shall be substituted the following section:—

(4) (1) Every insurance company to which this Act applies shall, with respect to each financial year of the company, prepare a revenue account for the year, a balance sheet as at the end of the year and a profit and loss account for the year or, in the case of a company not trading for profit, an income and expenditure account for the year. (2) The contents of the documents required by the foregoing subsection to be prepared shall be such as may be prescribed, but regulations may provide for enabling information required to be given by such documents to be given instead in a note thereon or statement or report annexed thereto or may require there to be given in such a note, statement or report such information in addition to that given in the documents as may be prescribed. (3) Regulations may, as respects such matters stated in such documents as aforesaid or in statements or reports annexed thereto as may be prescribed, require there to be given by such persons as may be prescribed and to be annexed to the documents certificates of such matters as may be prescribed. (4) If a form is prescribed for any such document as aforesaid or as that in which information authorised or required to be given in a statement or report annexed to any such document is to be given or for a certificate to be so annexed, the document shall be prepared, the information shall be given or, as the case may be, the certificate shall be framed, in that form. (5) The Board of Trade may, on the application or with the consent of an insurance company, modify, in relation to that company, any of the requirements imposed by or by virtue of the foregoing provisions of this section for the purpose of adapting them to the circumstances of the company

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• (2) For the purposes of section 8 (deposit of accounts, &c, with Board of Trade) of the principal Act, any reference to an account or balance sheet shall include any statement or report annexed thereto giving information authorised or required by virtue of section 4(2) of that Act to be so given and any certificate so annexed by virtue of section 4(3) of that Act.

• (3) In section 34(5) (power to alter forms) of the principal Act the reference to any form prescribed by regulations made by the Board of Trade under that Act shall not include a form so prescribed by virtue of section 4 of that Act.

• (4) In so far as any regulation made under section 4 of the principal Act as originally enacted could have been made under the section substituted therefor by this section, it shall not be invalidated by the substitution but shall have effect as if it had been made under the section so substituted.

Substitution of new provisions for those of section 9 (audit of accounts) of the principal Act.

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• (1) For section 9 (audit of accounts) of the principal Act there shall be substituted the following section:—

(9) (1) The accounts and balance sheets of every insurance company to which this Act applies shall be audited in the prescribed manner by a person of the prescribed description, and regulations made for the purposes of this section may apply to such companies the provisions of the Companies Acts 1948 to 1967 relating to audit, subject to such adaptations and modifications as may appear necessary or expedient. (2) In the foregoing subsection, the reference to accounts and balance sheets shall include any statement or report annexed thereto giving information authorised or required by virtue of section 4(2) of this Act to be given in a statement or report so annexed

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• (2) The proviso to subsection (3) of section 34 of the principal Act (which excepts regulations made under the said section 9 from the requirement of that subsection that a statutory instrument containing regulations under that Act shall be subject to annulment in pursuance of a resolution of either House of Parliament) shall not apply to regulations made under the section substituted for the said section 9 by this section.

• (3) In so far as any regulation made under section 9 of the principal Act as originally enacted could have been made under the section substituted therefor by this section, it shall not be invalidated by the substitution but shall have effect as if it had been made under the section so substituted.

Powers of Board of Trade and Industrial Assurance Commissioner to alter insurance companies' financial years.

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• (1) The appropriate authority may extend or shorten, for the purposes of the principal Act, the duration of any financial year of an insurance company to which that Act applies.

• (2) In this section, " appropriate authority ", in relation to a company, means—

• (a) except in the case of a company which carries on in Great Britain no insurance business other than industrial assurance business, the Board of Trade; and

• (b) in the said excepted case, the Industrial Assurance Commissioner.

Statements of business by insurance companies.

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For section 7 of the principal Act (which requires a company carrying on accident insurance business to prepare annually in the prescribed form a statement of that business), there shall be substituted the following section:—

(7) (1) Classes of insurance business may be prescribed for the purposes of this section, and every insurance company to which this Act applies that carries on such business of a prescribed class shall annually prepare the prescribed statement of business of that class, being, if a form is prescribed for the statement, a statement in the prescribed form. (2) The Board of Trade may, on the application or with the consent of an insurance company, modify, in relation to that company, the requirements of the foregoing subsection for the purpose of adapting them to the circumstances of the company

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Signing of accounts, of insurance companies.

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• (1) Section 8(1) of the principal Act (which requires the deposit at the Board of Trade of four copies of an insurance company's accounts, &c, of which one shall be signed by the chairman and two directors of the company and by the principal officer of the company and, if the company has a managing director, by the managing director) shall have effect with the substitution, for the words from " signed by the chairman " to " the managing director ", of the words " signed by the secretary or manager, if any, and where there are more than two directors of the company by at least two of those directors, and where there are not more than two directors by all the directors ".

• (2) This section shall come into operation at the expiration of the period of three months beginning with the day on which this Act is passed.

Powers of Board of Trade and Industrial Assurance Commissioner to permit withholding from public of information harmful to insurance companies' businesses.

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• (1) If, in the opinion of the appropriate authority, the disclosure of information contained in a statement or report annexed to a document prepared in pursuance of section 4(1) of the principal Act by an insurance company or in a statement prepared in pursuance of section 7 of that Act by such a company would be harmful to the business of the company or of any of its subsidiaries, that authority may dispense the company from complying with the obligation imposed by section 8(6) of that Act to forward a copy of the document containing the information to a shareholder or policy holder who applies for it.

• (2) A dispensation granted under the foregoing subsection with reference to a document shall operate to render inapplicable thereto so much of section 30(1) of the principal Act as lays open to inspection by any person the document or a certified copy thereof and entitles any person to procure copies of the document or of a certified copy thereof.

• (3) In this section, " appropriate authority ", in relation to a document, means—

• (a) except in the case of a document relating only to industrial assurance business, the Board of Trade ; and

• (b) in the said excepted case, the Industrial Assurance Commissioner.

Additional copy of accounts, to be deposited by industrial or provident society.

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• (1) A registered society (other than one registered in Northern Ireland) shall, in addition to depositing with the Board of Trade (as required by subsection (1) of section 8 of the principal Act) four copies of each account, balance sheet, extract, statement or report required by that Act, deposit, within the time limited by virtue of that subsection for depositing them, a copy with the appropriate registrar, being a copy signed by the like persons as those by whom the copies deposited under that section are required to be signed.

• (2) Subsection (3) of the said section 8 (deposit with every revenue account and balance sheet of a company of any report on the affairs of the company submitted to its shareholders or policy holders in respect of the financial year to which the account and balance sheet relate) shall have effect in relation to the deposit by virtue of this section of accounts and balance sheets as it has effect in relation to the deposit by virtue of that section of accounts and balance sheets.

• (3) Section 71(1) of the Industrial and Provident Societies Act 1965 shall have effect as if the reference to documents kept by the appropriate registrar under that Act included a reference to documents deposited in pursuance of this section.

• (4) In this section, " appropriate registrar " has the meaning assigned to it by section 73(1) of the Industrial and Provident Societies Act 1965.

Actuarial Valuations

Reduction of maximum intervals between actuarial valuations required by section 5 of the principal Act.

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As from the expiration of the period of two years beginning with the day on which this Act is passed, section 5(1)(a) of the principal Act (which, as amended by this Act, imposes on an insurance company to which that Act applies which carries on industrial assurance business or ordinary long-term insurance business the requirement that it shall, once in every five years or at such shorter intervals as may be prescribed by the deed of settlement of the company, or by its regulations or byelaws, cause an investigation to be made into its financial condition, including a valuation of its liabilities, by an actuary) shall have effect with the substitution, for the reference to five years, of a reference to three years.

Insolvency and Winding up

Margin of solvency for general business.

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• (1) For subsection (1) of section 13 (margin of solvency) of the principal Act, there shall be substituted the following subsection:—