Legalize / United Kingdom / Public General Act

Company Directors Disqualification Act 1986

Type Public General Act

Publication 1986-07-25

Last updated 2024-02-22

State In force

Department Statute Law Database

Source legislation.gov.uk

articles Not indexed

Reform history JSON API

Preliminary

Disqualification orders: general

1

(1) In the circumstances specified below in this Act a court may, and under sections 6 , 8ZF and 9A shall, make against a person a disqualification order, that is to say an order that for a period specified in the order—

(a) he shall not be a director of a company, act as receiver of a company’s property or in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company unless (in each case) he has the leave of the court, and

(b) he shall not act as an insolvency practitioner.

(2) In each section of this Act which gives to a court power or, as the case may be, imposes on it the duty to make a disqualification order there is specified the maximum (and, in sections 6 , 8ZA and 8ZF, the minimum) period of disqualification which may or (as the case may be) must be imposed by means of the order and, unless the court otherwise orders, the period of disqualification so imposed shall begin at the end of the period of 21 days beginning with the date of the order.

(3) Where a disqualification order is made against a person who is already subject to such an order or to a disqualification undertaking, the periods specified in those orders or, as the case may be, in the order and the undertaking shall run concurrently.

(4) A disqualification order may be made on grounds which are or include matters other than criminal convictions, notwithstanding that the person in respect of whom it is to be made may be criminally liable in respect of those matters.

Disqualification for general misconduct in connection with companies

Disqualification on conviction of indictable offence

2

(1) The court may make a disqualification order against a person where he is convicted of an indictable offence (whether on indictment or summarily) in connection with the promotion, formation, management liquidation or striking off of a company with the receivership of a company’s property or with his being an administrative receiver of a company.

(1A) In subsection (1), “company” includes overseas company.

(2) “The court” for this purpose means—

(a) any court having jurisdiction to wind up the company in relation to which the offence was committed, or

(aa) in relation to an overseas company not falling within paragraph (a), the High Court or, in Scotland, the Court of Session, or

(b) the court by or before which the person is convicted of the offence, or

(c) in the case of a summary conviction in England and Wales, any other magistrates’ court acting in the same local justice area;

and for the purposes of this section the definition of “indictable offence” in Schedule 1 to the Interpretation Act 1978 applies for Scotland as it does for England and Wales.

(3) The maximum period of disqualification under this section is—

(a) where the disqualification order is made by a court of summary jurisdiction, 5 years, and

(b) in any other case, 15 years.

Disqualification for persistent breaches of companies legislation

3

(1) The court may make a disqualification order against a person where it appears to it that he has been persistently in default in relation to provisions of the companies legislation requiring any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the registrar of companies relevant provisions of the companies legislation (see subsection (3B)).

(2) On an application to the court for an order to be made under this section, the fact that a person has been persistently in default in relation to such provisions as are mentioned above relevant provisions of the companies legislation may (without prejudice to its proof in any other manner) be conclusively proved by showing that in the 5 years ending with the date of the application he has been adjudged guilty (whether or not on the same occasion) of three or more defaults in relation to those provisions.

(3) A person is to be treated under subsection (2) as being adjudged guilty of a default in relation to any provision of that legislation such provision if—

(a) he is convicted (whether on indictment or summarily) of an offence consisting in a contravention of or failure to comply with that provision (whether on his own part or on the part of any company),

(aa) a financial penalty is imposed on the person in respect of such an offence by virtue of regulations under—

(i) section 1132A of the Companies Act 2006, or

(ii) section 39 of the Economic Crime (Transparency and Enforcement) Act 2022, or

(b) a default order is made against him, that is to say an order under any of the following provisions—

(i) section 452 of the Companies Act 2006 (order requiring delivery of company accounts),

(ia) section 456 of that Act (order requiring preparation of revised accounts),

(ii) section 1113 of that Act (enforcement of company's filing obligations)

(iii) section 41 of the Insolvency Act 1986(enforcement of receiver’s or manager’s duty to make returns), or

(iv) section 170 of that Act (corresponding provision for liquidator in winding up),

in respect of any such contravention of or failure to comply with that provision (whether on his own part or on the part of any company).

(3A) In this section “company” includes overseas company.

(3B) In this section “relevant provisions of the companies legislation” means—

(a) any provision of the companies legislation requiring any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the registrar of companies,

(b) sections 167M and 167N of the Companies Act 2006 (prohibitions on acting as director where identity not verified or where there has been a failure to notify a directorship), and

(c) sections 790LQ and 790LR of the Companies Act 2006 (persons with significant control: ongoing duties in relation to identity verification).

(4) In this section “the court” means

(a) any court having jurisdiction to wind up any of the companies in relation to which the offence or other default has been or is alleged to have been committed, or

(b) in relation to an overseas company not falling within paragraph (a), the High Court or, in Scotland, the Court of Session.

(4A) In this section “the companies legislation” means the Companies Acts and Parts 1 to 7 of the Insolvency Act 1986 (company insolvency and winding up).

(4A) In this section “the companies legislation” means—

(a) the Companies Acts,

(b) Parts A1 to 7 of the Insolvency Act 1986 (company insolvency and winding up), and

(5) The maximum period of disqualification under this section is 5 years.

Disqualification for fraud, etc., in winding up

4

(1) The court may make a disqualification order against a person if, in the course of the winding up of a company, it appears that he—

(a) has been guilty of an offence for which he is liable (whether he has ben convicted or not) under section 993 of the Companies Act 2006 (fraudulent trading), or

(b) has otherwise been guilty, while an officer or liquidator of the company receiver of the company’s property or administrative receiver of the company, of any fraud in relation to the company or of any breach of his duty as such officer, liquidator, receiver or administrative receiver.

(2) In this section “the court” means any court having jurisdiction to wind up any of the companies in relation to which the offence or other default has been or is alleged to have been committed; and “officer” includes a shadow director.

(3) The maximum period of disqualification under this section is 15 years.

Disqualification on summary conviction

5

(1) An offence counting for the purposes of this section is one of which a person is convicted (either on indictment or summarily) in consequence of a contravention of, or failure to comply with, any provision of the companies legislation requiring a return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the registrar of companies of the relevant provisions of the companies legislation (whether the contravention or failure is on the person’s own part or on the part of any company).

(2) Where a person is convicted of a summary offence counting for those purposes, the court by which he is convicted (or, in England and Wales, any other magistrates’ court acting in the same local justice area) may make a disqualification order against him if the circumstances specified in the next subsection are present.

(3) Those circumstances are that, during the 5 years ending with the date of the conviction, the person has had made against him, or has been convicted of, in total not less than 3 default orders and offences counting for the purposes of this section; and those offences may include that of which he is convicted as mentioned in subsection (2) and any other offence of which he is convicted on the same occasion.

(3) Those circumstances are that, during the 5 years ending with the date of the conviction, there have been no fewer than 3 relevant findings of guilt in relation to the person.

(3A) For these purposes, there is a relevant finding of guilt in relation to the person if —

(a) the person is convicted of an offence counting for the purposes of this section (including the offence of which the person is convicted as mentioned in subsection (2) and any other offence of which the person is convicted on the same occasion),

(b) a financial penalty of the kind mentioned in section 3(3)(aa) is imposed on the person, or

(4) For the purposes of this section—

(a) the definition of “summary offence” in Schedule 1 to the Interpretation Act 1978 applies for Scotland as for England and Wales, and

(b) “default order” means the same as in section 3(3)(b).

(4A) In this section “the companies legislation” means the Companies Acts and Parts 1 to 7 of the Insolvency Act 1986 (company insolvency and winding up).

(4A) In this section “relevant provisions of the companies legislation” has the meaning given by section 3(3B).

(4B) In this section “company” includes overseas company.

(5) The maximum period of disqualification under this section is 5 years.

Disqualification for unfitness

Duty of court to disqualify unfit directors of insolvent companies

6

(1) The court shall make a disqualification order against a person in any case where, on an application under this section ...—

(a) the court is satisfied—

(i) that the person is or has been a director of a company which has at any time become insolvent (whether while the person was a director or subsequently), or

(ii) that the person has been a director of a company which has at any time been dissolved without becoming insolvent (whether while the person was a director or subsequently), and

(b) the court is satisfied that the person’s conduct as a director of that company (either taken alone or taken together with the person’s conduct as a director of one or more other companies or overseas companies) makes the person unfit to be concerned in the management of a company.

(1A) In this section references to a person's conduct as a director of any company or overseas company include, where that company or overseas company has become insolvent, references to that person's conduct in relation to any matter connected with or arising out of the insolvency.

(2) For the purposes of this section ... , a company becomes insolvent if—

(a) the company goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up,

(b) the company enters administration,

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2A) For the purposes of this section, an overseas company becomes insolvent if the company enters into insolvency proceedings of any description (including interim proceedings) in any jurisdiction.

(3) In this section and section 7(2), “the court” means—

(a) where the company in question is being or has been wound up by the court, that court,

(b) where the company in question is being or has been wound up voluntarily, any court which has or (as the case may be) had jurisdiction to wind it up,

(c) where neither paragraph (a) nor (b) applies but an administrator or administrative receiver has at any time been appointed in respect of the company in question, any court which has jurisdiction to wind it up,

(d) where the company in question has been dissolved without becoming insolvent, a court which at the time it was dissolved had jurisdiction to wind it up.

(3A) Sections 117 and 120 of the Insolvency Act 1986 (jurisdiction) shall apply for the purposes of subsection (3) as if the references in the definitions of “registered office” to the presentation of the petition for winding up were references—

(a) in a case within paragraph (b) of that subsection, to the passing of the resolution for voluntary winding up,

(b) in a case within paragraph (c) of that subsection, to the appointment of the administrator or (as the case may be) administrative receiver.

(3B) Nothing in subsection (3) invalidates any proceedings by reason of their being taken in the wrong court; and proceedings—

(a) for or in connection with a disqualification order under this section, or

(b) in connection with a disqualification undertaking accepted under section 7,

may be retained in the court in which the proceedings were commenced, although it may not be the court in which they ought to have been commenced.

(3C) In this section and section 7, “director” includes a shadow director

(4) Under this section the minimum period of disqualification is 2 years, and the maximum period is 15 years.

Applications to court under s. 6; reporting provisions

7

(1) If it appears to the Secretary of State that it is expedient in the public interest that a disqualification order under section 6 should be made against any person, an application for the making of such an order against that person may be made—

(a) by the Secretary of State, or

(b) if the Secretary of State so directs in the case of a person who is or has been a director of a company which is being or has been wound up by the court in England and Wales, by the official receiver.

(2) Except with the leave of the court, an application for the making under that section of a disqualification order against any person shall not be made after the end of the period of 3 years beginning with —

(a) in a case where the person is or has been a director of a company which has become insolvent, the day on which the company became insolvent, or

(b) in a case where the person has been a director of a company which has been dissolved without becoming insolvent, the day on which the company was dissolved.

(2A) If it appears to the Secretary of State that the conditions mentioned in section 6(1) are satisfied as respects any person who has offered to give him a disqualification undertaking, he may accept the undertaking if it appears to him that it is expedient in the public interest that he should do so (instead of applying, or proceeding with an application, for a disqualification order).

(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) The Secretary of State or the official receiver may require any person —

(a) to furnish him with such information with respect to that person's or another person's conduct as a director of a company which has at any time become insolvent or been dissolved without becoming insolvent (whether while the person was a director or subsequently), and

(b) to produce and permit inspection of such books, papers and other records as are considered by the Secretary of State or (as the case may be) the official receiver to be relevant to that person's or another person's conduct as such a director,

as the Secretary of State or the official receiver may reasonably require for the purpose of determining whether to exercise, or of exercising, any function of his under this section.

(5) Subsections (1A) and (2) of section 6 apply for the purposes of this section as they apply for the purposes of that section.

Disqualification after investigation of company

8

(1) If it appears to the Secretary of State ... that it is expedient in the public interest that a disqualification order should be made against a person who is, or has been, a director or shadow director of a company, he may apply to the court for such an order.

(1A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) The court may make a disqualification order against a person where, on an application under this section, it is satisfied that his conduct in relation to the company (either taken alone or taken together with his conduct as a director or shadow director of one or more other companies or overseas companies) makes him unfit to be concerned in the management of a company.

(2A) Where it appears to the Secretary of State ... that, in the case of a person who has offered to give him a disqualification undertaking—

(a) the conduct of the person in relation to a company of which the person is or has been a director or shadow director (either taken alone or taken together with his conduct as a director or shadow director of one or more other companies or overseas companies) makes him unfit to be concerned in the management of a company, and

(b) it is expedient in the public interest that he should accept the undertaking (instead of applying, or proceeding with an application, for a disqualification order),

he may accept the undertaking.

(2B) Subsection (1A) of section 6 applies for the purposes of this section as it applies for the purposes of that section.

(3) In this section “the court” means the High Court or, in Scotland, the Court of Session.

(4) The maximum period of disqualification under this section is 15 years.

Matters for determining unfitness of directors

9

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other cases of disqualification

Participation in wrongful trading

10

(1) Where the court makes a declaration under section 213 or 214 of the Insolvency Act 1986 that a person is liable to make a contribution to a company’s assets, then, whether or not an application for such an order is made by any person, the court may, if it thinks fit, also make a disqualification order against the person to whom the declaration relates.

(2) The maximum period of disqualification under this section is 15 years.

(3) In this section “company” includes overseas company.

Undischarged bankrupts

11

(1) It is an offence for a person to act as director of a company or directly or indirectly to take part in or be concerned in the promotion, formation or management of a company, without the leave of the court, at a time when any of the circumstances mentioned in subsection (2) apply to the person.

(2) The circumstances are—

(a) the person is an undischarged bankrupt—

(i) in England and Wales or Scotland, or

(ii) in Northern Ireland,

(b) a bankruptcy restrictions order or undertaking is in force in respect of the person under—

(i) the Bankruptcy (Scotland) Act 1985 or 2016 or the Insolvency Act 1986, or

(ii) the Insolvency (Northern Ireland) Order 1989,

(i) the Insolvency Act 1986, or

(ii) the Insolvency (Northern Ireland) Order 1989,

(d) a moratorium period under a debt relief order applies in relation to the person under—

(i) the Insolvency Act 1986, or

(ii) the Insolvency (Northern Ireland) Order 1989.

(2A) In subsection (1) “the court” means—

(a) for the purposes of subsection (2)(a)(i)—

(i) the court by which the bankruptcy order was made or (if the order was not made by a court) the court to which a debtor may appeal against a refusal to make a bankruptcy order, or

(ii) in Scotland, the court by which sequestration of the person's estate was awarded or, if awarded other than by the court, the court which would have jurisdiction in respect of sequestration of the person's estate,

(b) for the purposes of subsection (2)(b)(i)—

(i) the court which made the order,

(ii) in Scotland, if the order has been made other than by the court, the court to which the person may appeal against the order, or

(iii) the court to which the person may make an application for annulment of the undertaking,

(i) the court which made the order, or

(ii) the court to which the person may make an application for annulment of the undertaking,

(d) for the purposes of subsection (2)(d)(i), the court to which the person would make an application under section 251M(1) of the Insolvency Act 1986 (if the person were dissatisfied as mentioned there),

(e) for the purposes of paragraphs (a)(ii), (b)(ii), (c)(ii) and (d)(ii) of subsection (2), the High Court of Northern Ireland.

(3) In England and Wales, the leave of the court shall not be given unless notice of intention to apply for it has been served on the official receiver; and it is the latter’s duty, if he is of opinion that it is contrary to the public interest that the application should be granted, to attend on the hearing of the application and oppose it.

(4) In this section “company” includes a company incorporated outside Great Britain that has an established place of business in Great Britain.

Failure to pay under county court administration order

12

(1) The following has effect where a court under section 429 of the Insolvency Act revokes an administration order under Part VI of the County Courts Act 1984.

(2) A person to whom that section applies by virtue of the order under section 429(2)(b) shall not, except with the leave of the court which made the order, act as director or liquidator of, or directly or indirectly take part or be concerned in the promotion, formation or management of, a company.

Consequences of contravention

Criminal penalties

13

—If a person acts in contravention of a disqualification order or disqualification undertaking or in contravention of section 12(2) , 12A or 12B, or is guilty of an offence under section 11 or 11A, he is liable—

(a) on conviction on indictment, to imprisonment for not more than 2 years or a fine, or both; and

(b) on summary conviction, to imprisonment for not more than 6 months or a fine not exceeding the statutory maximum, or both.

Offences by body corporate

14

(1) Where a body corporate is guilty of an offence of acting in contravention of a disqualification order or disqualification undertaking or in contravention of section 12Aor 12B, and it is proved that the offence occurred with the consent or connivance of, or was attributable to any neglect on the part of any director, manager, secretary or other similar officer of the body corporate, or any person who was purporting to act in any such capacity he, as well as the body corporate, is guilty of the offence and liable to be proceeded against and punished accordingly.

(1) Where—

(a) a body corporate is—

(i) guilty of an offence of acting in contravention of a disqualification order or disqualification undertaking or in contravention of section 12A or 12B, or

(ii) guilty of an offence under section 11A, and

(b) it is proved that the offence occurred with the consent or connivance of, or was attributable to any neglect on the part of any director, manager, secretary or other similar officer of the body corporate, or any person who was purporting to act in any such capacity,

the person, as well as the body corporate, is guilty of the offence and liable to be proceeded against and punished accordingly.

(2) Where the affairs of a body corporate are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with his functions of management as if he were a director of the body corporate.

Personal liability for company's debts where person acts while disqualified

15

(1) A person is personally responsible for all the relevant debts of a company if at any time—

(a) in contravention of a disqualification order or disqualification undertaking or in contravention of section 11 , 11A , 12A or 12B of this Act he is involved in the management of the company, or

(b) as a person who is involved in the management of the company, he acts or is willing to act on instructions given without the leave of the court by a person whom he knows at that time—

(i) to be the subject of a disqualification order made or disqualification undertaking accepted under this Act or under the Company Directors Disqualification (Northern Ireland) Order 2002, or

(ii) to be an undischarged bankrupt. , or

(i) the instructions are given by a person whom they know at that time to be subject to director disqualification sanctions (within the meaning of section 11A),

(ii) the giving of the instructions does not fall within any exception from section 11A(1) created by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018, and

(iii) the instructions are not authorised,

(but see subsection (3A)).

(2) Where a person is personally responsible under this section for the relevant debts of a company, he is jointly and severally liable in respect of those debts with the company and any other person who, whether under this section or otherwise, is so liable.

(3) For the purposes of this section the relevant debts of a company are—

(a) in relation to a person who is personally responsible under paragraph (a) of subsection (1), such debts and other liabilities of the company as are incurred at a time when that person was involved in the management of the company, and

(b) in relation to a person who is personally responsible under paragraph (b) or (c) of that subsection, such debts and other liabilities of the company as are incurred at a time when that person was acting or was willing to act on instructions given as mentioned in that paragraph.

(3A) But—

(a) a person who is subject to director disqualification sanctions (within the meaning of section 11A) is not personally responsible under subsection (1)(a) for any relevant debts of the company incurred at a time when the person did not know and could not reasonably have been expected to know that they were subject to director disqualification sanctions;

(b) a person is not personally responsible under subsection (1)(c) for any relevant debts of the company incurred at a time when the person reasonably believed that the instructions were authorised.

(4) For the purposes of this section, a person is involved in the management of a company if he is a director of the company or if he is concerned, whether directly or indirectly, or takes part, in the management of the company.

(5) For the purposes of this section a person who, as a person involved in the management of a company, has at any time acted on instructions given without the leave of the court by a person whom he knew at that time—

(a) to be the subject of a disqualification order made or disqualification undertaking accepted under this Act or under the Company Directors Disqualification (Northern Ireland) Order 2002, or

(b) to be an undischarged bankrupt,

is presumed, unless the contrary is shown, to have been willing at any time thereafter to act on any instructions given by that person.

(6) Subsection (7) applies where a person (“P”) at any time—

(a) was involved in the management of a company, and

(b) acted on instructions where—

(i) the instructions were given by a person (“D”) whom P knew at that time to be subject to director disqualification sanctions (within the meaning of section 11A),

(ii) the giving of the instructions did not fall within any exception from section 11A(1) created by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018, and

(iii) the instructions were not authorised,

unless P reasonably believed at that time that the instructions were authorised.

(7) For the purposes of this section P is presumed, unless the contrary is shown, to have been willing at any time thereafter to act on any instructions given by D.

(8) For the purposes of this section instructions are “authorised” if they are given under the authority of a licence issued by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018.

Supplementary provisions

Application for disqualification order

16

(1) A person intending to apply for the making of a disqualification order ... shall give not less than 10 days’ notice of his intention to the person against whom the order is sought; and on the hearing of the application the last-mentioned person may appear and himself give evidence or call witnesses.

(2) An application to a court, other than a court mentioned in section 2(2)(b) or (c), for the making against any person of a disqualification order under any of sections 2 to 4 may be made by the Secretary of State or the official receiver, or by the liquidator or any past or present member or creditor of any company or overseas company in relation to which that person has committed or is alleged to have committed an offence or other default.

(3) On the hearing of any application under this Act made by a person falling within subsection (4), the applicant shall appear and call the attention of the court to any matters which seem to him to be relevant, and may himself give evidence or call witnesses.

(4) The following fall within this subsection—

(a) the Secretary of State;

(b) the official receiver;

(ba) an officer of Revenue and Customs;

(d) the liquidator;

(e) a specified regulator (within the meaning of section 9E).

Application for leave under an order

17

(1) Where a person is subject to a disqualification order made by a court having jurisdiction to wind up companies, any application for leave for the purposes of section 1(1)(a) shall be made to that court.

(2) Where—

(a) a person is subject to a disqualification order made under section 2 by a court other than a court having jurisdiction to wind up companies, or

(b) a person is subject to a disqualification order made under section 5,

any application for leave for the purposes of section 1(1)(a) shall be made to any court which, when the order was made, had jurisdiction to wind up the company (or, if there is more than one such company, any of the companies) to which the offence (or any of the offences) in question related.

(3) Where a person is subject to a disqualification undertaking accepted at any time under section 5A, 7 or 8, any application for leave for the purposes of section 1A(1)(a) shall be made to any court to which, if the Secretary of State had applied for a disqualification order under the section in question at that time, his application could have been made.

(3ZA) Where a person is subject to a disqualification undertaking accepted at any time under section 8ZC, any application for leave for the purposes of section 1A(1)(a) must be made to any court to which, if the Secretary of State had applied for a disqualification order under section 8ZA at that time, that application could have been made.

(3ZB) Where a person is subject to a disqualification undertaking accepted at any time under section 8ZE, any application for leave for the purposes of section 1A(1)(a) must be made to the High Court or, in Scotland, the Court of Session.

(3ZC) Where a person is subject to a disqualification undertaking accepted at any time under section 8ZF or 8ZG, any application for leave for the purposes of section 1A(1)(a) must be made to any court to which, if an officer of Revenue and Customs had applied for a disqualification order under the section in question at that time, the application could have been made.

(3A) Where a person is subject to a disqualification undertaking accepted at any time under section 9B any application for leave for the purposes of section 9B(4) must be made to the High Court or (in Scotland) the Court of Session.

(4) But where a person is subject to two or more disqualification orders or undertakings (or to one or more disqualification orders and to one or more disqualification undertakings), any application for leave for the purposes of section 1(1)(a) 1A(1)(a) or 9B(4) shall be made to any court to which any such application relating to the latest order to be made, or undertaking to be accepted, could be made.

(5) On the hearing of an application for leave for the purposes of section 1(1)(a) or 1A(1)(a), the Secretary of State shall appear and call the attention of the court to any matters which seem to him to be relevant, and may himself give evidence or call witnesses.

(5A) Subsection (5) does not apply to an application for leave—

(a) for the purposes of section 1(1)(a) if the application for the disqualification order was made by an officer of Revenue and Customs, or

(b) for the purposes of section 1A(1)(a) if the disqualification undertaking was accepted by an officer of Revenue and Customs.

(5B) In such a case, on the hearing of the application an officer of Revenue and Customs—

(a) must appear and call the attention of the court to any matters which appear to the officer to be relevant;

(b) may give evidence or call witnesses.

(6) Subsection (5) does not apply to an application for leave for the purposes of section 1(1)(a) if the application for the disqualification order was made under section 9A.

(7) In such a case and in the case of an application for leave for the purposes of section 9B(4) on the hearing of the application whichever of the Competition and Markets Authority or a specified regulator (within the meaning of section 9E) applied for the order or accepted the undertaking (as the case may be)—

(a) must appear and draw the attention of the court to any matters which appear to it or him (as the case may be) to be relevant;

(b) may give evidence or call witnesses.

Register of disqualification orders

18

(1) The Secretary of State may make regulations requiring officers of courts to furnish him with such particulars as the regulations may specify of cases in which—

(a) a disqualification order is made, or

(b) any action is taken by a court in consequence of which such an order or a disqualification undertaking is varied or ceases to be in force, or

(c) leave is granted by a court for a person subject to such an order to do any thing which otherwise the order prohibits him from doing; or

(d) leave is granted by a court for a person subject to such an undertaking to do anything which otherwise the undertaking prohibits him from doing

and the regulations may specify the time within which, and the form and manner in which, such particulars are to be furnished.

(2) The Secretary of State shall, from the particulars so furnished, continue to maintain the register of orders, and of cases in which leave has been granted as mentioned in subsection (1)(c) ....

(2A) The Secretary of State must include in the register such particulars as he considers appropriate of—

(a) disqualification undertakings accepted by him under section 5A, 7, 8, 8ZC or 8ZE;

(aa) disqualification undertakings accepted by an officer of Revenue and Customs under section 8ZF or 8ZG;

(b) disqualification undertakings accepted by the Competition and Markets Authority or a specified regulator under section 9B;

(d) persons who are subject to director disqualification sanctions within the meaning of section 11A;

(e) any licences issued by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018.

(3) When an order or undertaking of which entry is made in the register ceases to be in force, the Secretary of State shall delete the entry from the register and all particulars relating to it which have been furnished to him under this section or any previous corresponding provision and, in the case of a disqualification undertaking, any other particulars he has included in the register.

(4) The register shall be open to inspection on payment of such fee as may be specified by the Secretary of State in regulations.

(4A) Regulations under this section may extend the preceding provisions of this section, to such extent and with such modifications as may be specified in the regulations, to disqualification orders ... or disqualification undertakings made under the Company Directors Disqualification (Northern Ireland) Order 2002.

(5) Regulations under this section shall be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

Special savings from repealed enactments

19

Schedule 2 to this Act has effect—

(a) in connection with certain transitional cases arising under sections 93 and 94 of the Companies Act 1981, so as to limit the power to make a disqualification order, or to restrict the duration of an order, by reference to events occurring or things done before those sections came into force,

(b) to preserve orders made under section 28 of the Companies Act 1976 (repealed by the Act of 1981), and

(c) to preclude any applications for a disqualification order under section 6 or 8, where the relevant company went into liquidation before 28th April 1986.

Miscellaneous and general

Admissibility in evidence of statements

20

(1) In any proceedings (whether or not under this Act), any statement made in pursuance of a requirement imposed by or under sections 5A, 6 to 10, 12C, 15 to 15C or 19(c) of, or Schedule 1 to, this Act, or by or under rules made for the purposes of this Act under the Insolvency Act 1986 or under the 1989 Order, may be used in evidence against any person making or concurring in making the statement.

(2) However, in criminal proceedings in which any such person is charged with an offence to which this subsection applies—

(a) no evidence relating to the statement may be adduced, and

(b) no question relating to it may be asked,

by or on behalf of the prosecution, unless evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that person.

(3) Subsection (2) applies to any offence other than—

(a) an offence which is—

(i) created by rules made for the purposes of this Act under the Insolvency Act 1986, and

(ii) designated for the purposes of this subsection by such rules or by regulations made by the Secretary of State;

(b) an offence which is—

(i) created by regulations made under any such rules, and

(ii) designated for the purposes of this subsection by such regulations;

(d) an offence under section 44(2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (false statements made otherwise than on oath); or

(e) an offence under Article 10 of the Perjury (Northern Ireland) Order 1979 (S.I. 1979/1714 (N.I. 19)) (false statements made otherwise than on oath).

(4) Regulations under subsection (3)(a)(ii) shall be made by statutory instrument and, after being made, shall be laid before each House of Parliament.

(5) In subsection (1), “the 1989 Order” means the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).

Interaction with Insolvency Act

21

(1) References in this Act to the official receiver, in relation to the winding up of a company or the bankruptcy of an individual, are to any person who, by virtue of section 399 of the Insolvency Act 1986, is authorised to act as the official receiver in relation to that winding up or bankruptcy; and, in accordance with section 401(2) of that Act, references in this Act to an official receiver includes a person appointed as his deputy.

(2) Sections 1A 5A, 6 to 10, 12C to 15C, 19(c) and 20 of, and Schedule 1 to, this Act and sections 1 and 17 of this Act as they apply for the purposes of those provisions are deemed included in Parts I to VII of the Insolvency Act 1986 for the purposes of the following sections of that Act—

section 411 (power to make insolvency rules);

section 414 (fees orders);

section 420 (orders extending provisions about insolvent companies to insolvent partnerships);

section 422 (modification of such provisions in their application to recognised banks); . . .

(3) Section 434 of that Act (Crown application) applies to sections 1A 5A, 6 to 10, 12C to 15C, 19(c) and 20 of, and Schedule 1 to, this Act and sections 1 and 17 of this Act as they apply for the purposes of those provisions as it does to the provisions of that Act which are there mentioned.

(4) For the purposes of summary proceedings in Scotland, section 431 of that Act applies to summary proceedings for an offence under section 11 , 11A or 13 of this Act as it applies to summary proceedings for an offence under Parts I to VII of the Act.

(5) Sections 8ZF and 8ZG and the other provisions of this Act so far as relating to applications and orders made, and undertakings accepted, under those provisions in Northern Ireland, are deemed included in Parts 2 to 7 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) for the purposes of the following Articles of that Order—

Article 359 (power to make insolvency rules);

Article 361 (fees orders).

Interpretation

22

(1) This section has effect with respect to the meaning of expressions used in this Act, and applies unless the context otherwise requires.

(2) “Company” means—

(a) a company registered under the Companies Act 2006 in Great Britain, or

(b) a company that may be wound up under Part 5 of the Insolvency Act 1986 (unregistered companies).

(2A) An “overseas company” is a company incorporated or formed outside Great Britain.

(2B) So far as this Act extends to Northern Ireland, subsections (2) and (2A) do not apply and instead—

“company” means—a company registered under the Companies Act 2006 in Northern Ireland, ora company that may be wound up under Part 6 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (unregistered companies), and

“overseas company” means a company which is incorporated or formed outside Northern Ireland.

(3) Section 247 in Part VII of the Insolvency Act 1986(interpretation for the first Group of Parts of that Act) applies as regards references to a company’s insolvency and to its going into liquidation; and “administrative receiver” has the meaning given by section 251 of that Act and references to acting as an insolvency practitioner are to be read in accordance with section 388 of that Act.

(4) “Director” includes any person occupying the position of director, by whatever name called . . ..

(5) “Shadow director”, in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act , but so that a person is not deemed a shadow director by reason only that the directors act—

(a) on advice given by that person in a professional capacity;

(b) in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under an enactment;

(c) in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975).

(6) “Body corporate” and “officer” have the same meaning as in the Companies Acts (see section 1173(1) of the Companies Act 2006).

(7) “The Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006.

(8) Any reference to provisions, or a particular provision, of the Companies Acts or the Insolvency Act 1986 includes the corresponding provisions or provision of corresponding earlier legislation.

(9) Subject to the provisions of this section, expressions that are defined for the purposes of the Companies Acts (see section 1174 of, and Schedule 8 to, the Companies Act 2006) have the same meaning in this Act.

(10) Any reference to acting as receiver—

(a) includes acting as manager or as both receiver and manager, but

(b) does not include acting as administrative receiver;

and “receivership” is to be read accordingly.

Transitional provisions, savings, repeals

23

(1) The transitional provisions and savings in Schedule 3 to this Act have effect, and are without prejudice to anything in the Interpretation Act 1978 with regard to the effect of repeals.

(2) The enactments specified in the second column of Schedule 4 to this Act are repealed to the extent specified in the third column of that Schedule.

Extent

24

(1) This Act extends to England and Wales and to Scotland.

(2) Subsections (1) to (2A) of section 11 also extend to Northern Ireland.

(3) For provision extending this Act (other than sections 13 to 15) to Northern Ireland so far as relating to applications and orders made, and undertakings accepted, under section 8ZF or 8ZG, see paragraph 4 of Schedule 13 to the Finance Act 2024.

Commencement

25

This Act comes into force simultaneously with the Insolvency Act 1986.

Citation

26

This Act may be cited as the Company Directors Disqualification Act 1986.

SCHEDULE 1

Part I — Matters Applicable in All Cases

1

The extent to which the person was responsible for the causes of any material contravention by a company or overseas company of any applicable legislative or other requirement.

2

Where applicable, the extent to which the person was responsible for the causes of a company or overseas company becoming insolvent.

3

The frequency of conduct of the person which falls within paragraph 1 or 2.

4

The nature and extent of any loss or harm caused, or any potential loss or harm which could have been caused, by the person's conduct in relation to a company or overseas company.

5

Any misfeasance or breach of any fiduciary duty by the director in relation to a company or overseas company.

Part II — Matters Applicable where Company has become Insolvent

6

Any material breach of any legislative or other obligation of the director which applies as a result of being a director of a company or overseas company.

7

The frequency of conduct of the director which falls within paragraph 5 or 6.

8

Subsections (1A) to (2A) of section 6 apply for the purposes of this Schedule as they apply for the purposes of that section.

9

In this Schedule “director” includes a shadow director.

10

Any failure by the director to comply with any obligation imposed on him by or under any of the following provisions of the Insolvency Act 1986—

(a) paragraph 47 of Schedule B1 (company’s statement of affairs in administration);

(b) section 47 (statement of affairs to administrative receiver);

(d) section 99 (directors’ duty to attend meeting; statement of affairs in creditors’ voluntary winding up);

(e) section 131 (statement of affairs in winding up by the court);

(f) section 234 (duty of any one with company property to deliver it up);

(g) section 235 (duty to co-operate with liquidator, etc.).

SCHEDULE 2

1

Sections 2 and 4(1)(b) do not apply in relation to anything done before 15th June 1982 by a person in his capacity as liquidator of a company or as receiver or manager of a company’s property.

2

Subject to paragraph 1—

(a) section 2 applies in a case where a person is convicted on indictment of an offence which he committed (and, in the case of a continuing offence, has ceased to commit) before 15th June 1982; but in such a case a disqualification order under that section shall not be made for a period in excess of 5 years;

(b) that section does not apply in a case where a person is convicted summarily—

(i) in England and Wales, if he had consented so to be tried before that date, or

(ii) in Scotland, if the summary proceedings commenced before that date.

3

Subject to paragraph 1, section 4 applies in relation to an offence committed or other thing done before 15th June 1982; but a disqualification order made on the grounds of such an offence or other thing done shall not be made for a period in excess of 5 years.

4

The powers of a court under section 5 are not exercisable in a case where a person is convicted of an offence which he committed (and, in the case of a continuing offence, had ceased to commit) before 15th June 1982.

5

For purposes of section 3(1) and section 5, no account is to be taken of any offence which was committed, or any default order which was made, before 1st June 1977.

6

An order made under section 28 of the Companies Act 1976 has effect as if made under section 3 of this Act; and an application made before 15th June 1982 for such an order is to be treated as an application for an order under the section last mentioned.

7

Where—

(a) an application is made for a disqualification order under section 6 of this Act by virtue of paragraph (a) of subsection (2) of that section, and

(b) the company in question went into liquidation before 28th April 1986 (the coming into force of the provision replaced by section 6),

the court shall not make an order under that section unless it could have made a disqualification order under section 300 of the Companies Act 1985 as it had effect immediately before the date specified in sub-paragraph (b) above.

8

An application shall not be made under section 8 of this Act in relation to a report made or information or documents obtained before 28th April 1986.

SCHEDULE 3

1

In this Schedule, “the former enactments” means so much of the Companies Act 1985, and so much of the Insolvency Act 1986, as is repealed and replaced by this Act; and “the appointed day” means the day on which this Act comes into force.

2

So far as anything done or treated as done under or for the purposes of any provision of the former enactments could have been done under or for the purposes of the corresponding provision of this Act, it is not invalidated by the repeal of that provision but has effect as if done under or for the purposes of the corresponding provision; and any order, regulation, rule or other instrument made or having effect under any provision of the former enactments shall, insofar as its effect is preserved by this paragraph, be treated for all purposes as made and having effect under the corresponding provision.

3

Where any period of time specified in a provision of the former enactments is current immediately before the appointed day, this Act has effect as if the corresponding provision had been in force when the period began to run; and (without prejudice to the foregoing) any period of time so specified and current is deemed for the purposes of this Act—

(a) to run from the date or event from which it was running immediately before the appointed day, and

(b) to expire (subject to any provision of this Act for its extension) whenever it would have expired if this Act had not been passed;

and any rights, priorities, liabilities, reliefs, obligations, requirements, powers, duties or exemptions dependent on the beginning, duration or end of such a period as above mentioned shall be under this Act as they were or would have been under the former enactments.

4

Where in any provision of this Act there is a reference to another such provision, and the first-mentioned provision operates, or is capable of operating, in relation to things done or omitted, or events occurring or not occurring, in the past (including in particular past acts of compliance with any enactment, failures of compliance, contraventions, offences and convictions of offences) the reference to the other provision is to be read as including a reference to the corresponding provision of the former enactments.

5

Offences committed before the appointed day under any provision of the former enactments may, notwithstanding any repeal by this Act, be prosecuted and punished after that day as if this Act had not passed.

6

A reference in any enactment, instrument or document (whether express or implied, and in whatever phraseology) to a provision of the former enactments (including the corresponding provision of any yet earlier enactment) is to be read, where necessary to retain for the enactment, instrument or document the same force and effect as it would have had but for the passing of this Act, as, or as including, a reference to the corresponding provision by which it is replaced in this Act.

SCHEDULE 4

Disqualification orders: general.

1A

(1) In the circumstances specified in sections 5A, 7, 8, 8ZC , 8ZE, 8ZF and 8ZG the appropriate authority may accept a disqualification undertaking, that is to say an undertaking by any person that, for a period specified in the undertaking, the person—

(a) will not be a director of a company, act as receiver of a company’s property or in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company unless (in each case) he has the leave of a court, and

(b) will not act as an insolvency practitioner.

(2) The maximum period which may be specified in a disqualification undertaking is 15 years; and the minimum period which may be specified in a disqualification undertaking under section 7 , 8ZC or 8ZF is two years.

(3) Where a disqualification undertaking by a person who is already subject to such an undertaking or to a disqualification order is accepted, the periods specified in those undertakings or (as the case may be) the undertaking and the order shall run concurrently.

(4) In determining whether to accept a disqualification undertaking by any person, the appropriate authority may take account of matters other than criminal convictions, notwithstanding that the person may be criminally liable in respect of those matters.

(5) In this section “the appropriate authority” means—

(a) in relation to an undertaking under section 8ZF or 8ZG, an officer of Revenue and Customs;

(b) in any other case, the Secretary of State.

8A

(1) The court may, on the application of a person who is subject to a disqualification undertaking—

(a) reduce the period for which the undertaking is to be in force, or

(b) provide for it to cease to be in force.

(2) On the hearing of an application under subsection (1), the Secretary of State shall appear and call the attention of the court to any matters which seem to him to be relevant, and may himself give evidence or call witnesses.

(2ZA) Subsection (2) does not apply to an application in the case of an undertaking given under section 8ZF or 8ZG, and in such a case on the hearing of the application an officer of Revenue and Customs—

(a) must appear and call the attention of the court to any matters which appear to the officer to be relevant;

(b) may give evidence or call witnesses.

(2A) Subsection (2) does not apply to an application in the case of an undertaking given under section 9B, and in such a case on the hearing of the application whichever of the Competition and Markets Authority or a specified regulator (within the meaning of section 9E) accepted the undertaking—

(a) must appear and call the attention of the court to any matters which appear to it or him (as the case may be) to be relevant;

(b) may give evidence or call witnesses.

(3) In this section “the court”—

(za) in the case of an undertaking given under section 8ZC has the same meaning as in section 8ZA;

(zb) in the case of an undertaking given under section 8ZE means the High Court or, in Scotland, the Court of Session;

(a) in the case of an undertaking given under section 9B means the High Court or (in Scotland) the Court of Session;

(b) in any other case has the same meaning as in section 5A(5), 7(2) , 8, 8ZF or 8ZG (as the case may be).

Disqualification for competition infringements

9A

(1) The court must make a disqualification order against a person if the following two conditions are satisfied in relation to him.

(2) The first condition is that an undertaking which is a company of which he is a director commits a breach of competition law.

(3) The second condition is that the court considers that his conduct as a director makes him unfit to be concerned in the management of a company.

(4) An undertaking commits a breach of competition law if it engages in conduct which infringes either of the following—

(a) the Chapter 1 prohibition (within the meaning of the Competition Act 1998) (prohibition on agreements, etc. preventing, restricting or distorting competition);

(b) the Chapter 2 prohibition (within the meaning of that Act) (prohibition on abuse of a dominant position);

(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5) For the purpose of deciding under subsection (3) whether a person is unfit to be concerned in the management of a company the court—

(a) must have regard to whether subsection (6) applies to him;

(b) may have regard to his conduct as a director of a company in connection with any other breach of competition law;

(6) This subsection applies to a person if as a director of the company—

(a) his conduct contributed to the breach of competition law mentioned in subsection (2);

(b) his conduct did not contribute to the breach but he had reasonable grounds to suspect that the conduct of the undertaking constituted the breach and he took no steps to prevent it;

(7) For the purposes of subsection (6)(a) it is immaterial whether the person knew that the conduct of the undertaking constituted the breach.

(8) For the purposes of subsection (4)(a) ... references to the conduct of an undertaking are references to its conduct taken with the conduct of one or more other undertakings.

(9) The maximum period of disqualification under this section is 15 years.

(10) An application under this section for a disqualification order may be made by the Competition and Markets Authority or by a specified regulator.

(11) Section 60A of the Competition Act 1998 (certain principles etc to be considered or applied from IP completion day) applies in relation to any question arising by virtue of subsection (4)(a) or (b) above as it applies in relation to any question arising under Part 1 of that Act.

Competition investigations

9B

(1) This section applies if—

(a) the Competition and Markets Authority or a specified regulator thinks that in relation to any person an undertaking which is a company of which he is a director has committed or is committing a breach of competition law,

(b) the Competition and Markets Authority or the specified regulator thinks that the conduct of the person as a director makes him unfit to be concerned in the management of a company, and

(c) the person offers to give the Competition and Markets Authority or the specified regulator (as the case may be) a disqualification undertaking.

(2) The Competition and Markets Authority or the specified regulator (as the case may be) may accept a disqualification undertaking from the person instead of applying for or proceeding with an application for a disqualification order.

(3) A disqualification undertaking is an undertaking by a person that for the period specified in the undertaking he will not—

(a) be a director of a company;

(b) act as receiver of a company’s property;

(c) in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company;

(d) act as an insolvency practitioner.

(4) But a disqualification undertaking may provide that a prohibition falling within subsection (3)(a) to (c) does not apply if the person obtains the leave of the court.

(5) The maximum period which may be specified in a disqualification undertaking is 15 years.

(6) If a disqualification undertaking is accepted from a person who is already subject to a disqualification undertaking under this Act or to a disqualification order the periods specified in those undertakings or the undertaking and the order (as the case may be) run concurrently.

(7) Subsections (4) to (8) of section 9A apply for the purposes of this section as they apply for the purposes of that section but in the application of subsection (5) of that section the reference to the court must be construed as a reference to the Competition and Markets Authority or a specified regulator (as the case may be).

9C

(1) If the Competition and Markets Authority or a specified regulator has reasonable grounds for suspecting that a breach of competition law has occurred it or he (as the case may be) may carry out an investigation for the purpose of deciding whether to make an application under section 9A for a disqualification order.

(2) For the purposes of such an investigation sections 26 to 30 of the Competition Act 1998 (c. 41) apply to the Competition and Markets Authority and the specified regulators as they apply to the Competition and Markets Authority for the purposes of an investigation under section 25 of that Act.

(3) Subsection (4) applies if as a result of an investigation under this section the Competition and Markets Authority or a specified regulator proposes to apply under section 9A for a disqualification order.

(4) Before making the application the Competition and Markets Authority or regulator (as the case may be) must—

(a) give notice to the person likely to be affected by the application, and

(b) give that person an opportunity to make representations.

9D

(1) The Secretary of State may make regulations for the purpose of co-ordinating the performance of functions under sections 9A to 9C (relevant functions) which are exercisable concurrently by two or more persons.

(2) Section 54(5) to (7) of the Competition Act 1998 (c. 41) applies to regulations made under this section as it applies to regulations made under that section and for that purpose in that section—

(a) references to Part 1 functions must be read as references to relevant functions;

(b) references to a regulator must be read as references to a specified regulator;

(ba) the reference in subsection (6A)(b) to notice under section 31(1) of the Competition Act 1998 that the regulator proposes to make a decision within the meaning given by section 31(2) of that Act is to be read as notice under section 9C(4) that the specified regulator proposes to apply under section 9A for a disqualification order;

(3) The power to make regulations under this section must be exercised by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

(4) Such a statutory instrument may—

(a) contain such incidental, supplemental, consequential and transitional provision as the Secretary of State thinks appropriate;

(b) make different provision for different cases.

9E

(1) This section applies for the purposes of sections 9A to 9D.

(2) Each of the following is a specified regulator for the purposes of a breach of competition law in relation to a matter in respect of which he or it has a function—

(a) the Office of Communications;

(b) the Gas and Electricity Markets Authority;

(d) Office of Rail and Road;

(e) the Civil Aviation Authority;

(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(g) the Payment Systems Regulator established under section 40 of the Financial Services (Banking Reform) Act 2013.

(h) the Financial Conduct Authority.

(3) The court is the High Court or (in Scotland) the Court of Session.

(4) Conduct includes omission.

(5) Director includes shadow director.

12A

A person subject to a disqualification order under the Company Directors Disqualification (Northern Ireland) Order 2002 or made by the High Court of Northern Ireland under section 8ZF or 8ZG—

(a) shall not be a director of a company, act as receiver of a company’s property or in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company unless (in each case) he has the leave of the High Court of Northern Ireland, and

(b) shall not act as an insolvency practitioner.

12B

A person subject to a disqualification undertaking under section 8ZF or 8ZG so far as they extend to Northern Ireland or under the Company Directors Disqualification (Northern Ireland) Order 2002–

(a) shall not be a director of a company, act as receiver of a company’s property or in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company unless (in each case) he has the leave of the High Court of Northern Ireland, and

(b) shall not act as an insolvency practitioner.

Competition investigations

20A

In proceedings against a person for an offence under this Act nothing in this Act is to be taken to require any person to disclose any information that he is entitled to refuse to disclose on grounds of legal professional privilege (in Scotland, confidentiality of communications).

21A

Section 121 of the Banking Act 2009 provides for this Act to apply in relation to bank insolvency as it applies in relation to liquidation.

21B

Section 155 of the Banking Act 2009 provides for this Act to apply in relation to bank administration as it applies in relation to liquidation.

21C

Section 90E of the Building Societies Act 1986 provides for this Act to apply in relation to building society insolvency and building society special administration as it applies in relation to liquidation.

22A

(1) This Act applies to building societies as it applies to companies.

(2) References in this Act to a company, or to a director or an officer of a company include, respectively, references to a building society within the meaning of the Building Societies Act 1986 or to a director or officer, within the meaning of that Act, of a building society.

(3) In relation to a building society the definition of “shadow director” in section 22(5) applies with the substitution of “building society” for “company”.

(3A) In relation to a building society, this Act applies as if—

(a) sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) , 7(2)(b) and 11A were omitted;

(b) references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent were omitted.

(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22B

(1) This Act applies to incorporated friendly societies as it applies to companies.

(2) References in this Act to a company, or to a director or an officer of a company include, respectively, references to an incorporated friendly society within the meaning of the Friendly Societies Act 1992 or to a member of the committee of management or officer, within the meaning of that Act, of an incorporated friendly society.

(3) In relation to an incorporated friendly society every reference to a shadow director shall be omitted.

(3A) In relation to an incorporated friendly society, this Act applies as if sections —

(a) sections 6(1)(a)(ii) and (3)(d), 7(2)(b) and 8ZA to 8ZE , 8ZA to 8ZE and 11A were omitted;

(b) references in sections 7(4)(a) and 15A(3)(b) to a company which has been dissolved without becoming insolvent were omitted.

(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22C

(1) This Act applies to NHS foundation trusts as it applies to companies within the meaning of this Act.

(2) References in this Act to a company, or to a director or officer of a company, include, respectively, references to an NHS foundation trust or to a director or officer of the trust; but references to shadow directors are omitted.

(2A) In relation to an NHS foundation trust, this Act applies as if—

(a) sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) , 7(2)(b) and 11A were omitted;

(b) references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent were omitted.

(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22D

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Legal professional privilege

4A

The extent of the director's responsibility for any failure by the company to comply with any of the following provisions of the Companies Act 2006, namely—

(a) section 386 (companies to keep accounting records); and

(b) section 388 (where and for how long records to be kept).

5A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Editorial notes

[^c13684661]: Act wholly in force at 29.12.1986 by s. 25 and S.I. 1986/1924

[^c21494411]: Act applied (in part) by S.I. 1989/638, reg. 20 (as amended (1.10.2009) by The European Economic Interest Regulations 2009 (S.I. 2009/2399), reg. 21 (with reg. 2)) Act applied (1.8.2007) by The European Grouping of Territorial Cooperation Regulations 2007 (S.I. 2007/1949), reg. 9

[^c21494421]: Act: power to amend conferred (17.2.2009 for specified purposes and 21.2.2009 otherwise) by Banking Act 2009 (c. 1), ss. 158(2)(b), 159(2)(b), 263(1) (with s. 247); S.I. 2009/296, arts. 2, 3, Sch. para. 3

[^c13684741]: Ss. 1, 2 extended (with modifications) (1.7.1989) by S.I. 1989/638, regs. 20, 21

[^c13684751]: Words in s. 1(1) substituted (20.6.2003) by 2002 c. 40, ss. 204(3), 279; S.I. 2003/1397, art. 2, Sch.

[^c13684761]: Words in s. 1(1) substituted (2.4.2001) by 2000 c. 39, s. 5(1); S.I. 2001/766, art. 2(1)(a) (subject to transitional provisions in art. 3)

[^c13684771]: Words in s. 1(2) inserted (2.4.2001) by 2000 c. 39, s. 5(2); S.I. 2001/766, art. 2(1)(a) (subject to transitional provisions in art. 3)

[^c13684781]: Words in s. 1(3) inserted (2.4.2001) by 2000 c. 39, s. 8, Sch. 4 Pt. I para. 2; S.I. 2001/766, art. 2(1)(a) (subject to transitional provisions in art. 3)

[^c13684801]: S. 1A inserted (2.4.2001) by 2000 c. 39, s. 6(2); S.I. 2001/766, art. 2(1)(a) (subject to transitional provisions in art. 3)

[^c13684861]: Ss. 1, 2 extended (with modifications) (1.7.1989) by S.I. 1989/638, regs. 20, 21

[^c13684871]: Words in s. 2(1) substituted (1.7.1995) by 1994 c. 40, s. 39, Sch. 11 para. 6; S.I. 1995/1433, art. 3

[^c13684881]: Words in s. 2(1) substituted (2.4.2001) by 2000 c. 39, s. 8, Sch. 4 Pt. I para. 3; S.I. 2001/766, art. 2(1)(a) (subject to transitional provisions in art. 3)

[^c21497001]: Words in s. 2(2)(c) substituted (1.4.2005) by Courts Act 2003 (c. 39), ss. 109(1), 110, Sch. 8 para. 30(a); S.I. 2005/910, art. 3(y)

[^c13684891]: 1978 c. 30.

[^c21488441]: Words in s. 3(3)(b)(i) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 para. 106(2)(a) (with arts. 6, 11, 12)

[^c13684911]: S. 3(3)(b)(ia) added (subject to the transitional and savings provisions in S.I. 1990/2569, arts. 3, 6) after s. 3(3)(b)(i) by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 35(2)(b)

[^c21490601]: Words in s. 3(3)(b)(ia) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 para. 106(2)(b) (with arts. 6, 11, 12)

[^c21490641]: Words in s. 3(b)(ii) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 85(2)(a)(i) (with art. 10)

[^c21490661]: Words in s. 3(b)(iii) inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 85(2)(a)(ii) (with art. 10)

[^c21490671]: S. 3(4A) inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 85(2)(b) (with art. 10)

[^c13684931]: Ss. 4–6 extended (with modifications) (1.7.1989) by S.I. 1989/638, regs. 20, 21

[^c21496741]: Words in s. 4(1)(a) substituted (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 46 (with art. 12)

[^c13684941]: Words in s. 4(1)(b) substituted (2.4.2001) by 2000 c. 39, s. 8, Sch. 4 Pt. I para. 4; S.I. 2001/766, art. 2(1)(a) (subject to transitional provisions in art. 3)

[^c13684961]: Ss. 4–6 extended (with modifications) (1.7.1989) by S.I. 1989/638, regs. 20, 21

[^c21496871]: Words in s. 5(2) substituted (1.4.2005) by Courts Act 2003 (c. 39), ss. 109(1), 110, Sch. 8 para. 30(b); S.I. 2005/910, art. 3(y)

[^c13684971]: 1978 c. 30.

[^c21497041]: S. 5(4A) inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 85(3) (with art. 10)

[^c13685061]: Ss. 4–6 extended (with modifications) (1.7.1989) by S.I. 1989/638, regs. 20, 21

[^c13685071]: Ss. 6–7 extended (with modifications) by S.I. 1986/2142, art. 6

[^c13685081]: s. 6 applied (with modifications) (1.12.1994) by S.I. 1994/2421, art. 16, Sch. 8 S. 6 amended (1.12.2001) by 2000 c. 8, s. 356(1) (as substituted by 2000 c. 39, ss. 15(3)(a)(b), 16(1)); S.I. 2001/3538, art. 2(1)

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