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Published annually, Butterworths Company Law Handbook is widely regarded as the essential company law reference work, setting out the relevant texts of the most important statutes, statutory instruments and European legislation.

Known to many as 'the Blue Book', the Butterworths Company Law Handbook also provides comprehensive coverage of the legislation governing partnerships.

This edition includes Companies Act 2006 (as amended or annotated to show the changes, having effect from 1 October 2009, made by the published instruments available by 21 July 2009), the model articles and Companies (Shareholders' Rights) Regulations 2009 - all essential pieces of legislation for anyone involved with company law.

The legislation is printed as currently in force (taking into account all amendments, repeals and revocations), with cross-references to other legislation and to commencement tables and fees and forms tables where necessary. The text includes technical annotations as to amendments, savings, transitional provisions and subsidiary regulations.

This is the indispensable reference source for corporate lawyers, accountants, company secretaries, tax advisers, regulators and students.

PART I PRE-2006 COMPANIES LEGISLATION
Companies Act 1985
Business Names Act 1985
Companies Consolidation (Consequential Provisions) Act 1985
Destination Tables (Note)
Derivation Tables (Note)
Company Directors Disqualification Act 1986
Companies Act 1989
Appendix: Commencement dates of Companies Act 1989 (Note)
Criminal Justice Act 1993 (ss 52-64, 78, 79, Schs 1, 2)
Companies (Audit, Investigations and Community Enterprise) Act 2004, ss 14-18, 25, 65-67

PART II COMPANIES ACT 2006 & ASSOCIATED MATERIALS
A. Companies Act 2006
Appendix to the Companies Act 2006: Statutory Instruments made under CA 2006
B. Explanatory Notes to the Companies Act 2006
C. Table of Origins for the Companies Act 2006
D. Tables of Destinations (Companies Acts 1985 and 1989)

PART III FINANCIAL SERVICES AND MARKETS ACT 2000 & OTHER ACTS
Financial Services and Markets Act 2000 (ss 1-131A, 178-192, 235-313, 340-346, 380-386, 397-403, 417-425, Schs 1-8, 10, 11A, 12)
Partnership Act 1890
Forged Transfers Act 1891
Forged Transfers Act 1892
Limited Partnerships Act 1907
Stock Transfer Act 1963
Theft Act 1968
Fair Trading Act 1973 (Note)
Industry Act 1975 (Note)
Insolvency Act 1986 (ss 1-251, 386-411, 413, 414, 415A-417A, 419, 420, 422-426, 430-436A, 440, 442-444, Schs A1, B1, 1-4, 6-8, 10)
Bank of England Act 1998 (Note)
Company and Business Names (Chamber of Commerce, Etc) Act 1999
Limited Liability Partnerships Act 2000
Enterprise Act 2002 (ss 22-130, 273, 276, Schs 7, 8, 10, 24)
Fraud Act 2006
Bankruptcy and Diligence etc (Scotland) Act 2007 (ss 37-47, 221)

PART IV STATUTORY INSTRUMENTS
A. FSMA 2000: Statutory Instruments
2001/544 Financial Services and Markets Act 2000 (Regulated Activities) Order 2001
2001/996 Financial Services and Markets Act 2000 (Prescribed Markets and Qualifying Investments) Order 2001
2001/1060 Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001
2001/1062 Financial Services and Markets Act 2000 (Collective Investment Schemes) Order 2001
2001/1177 Financial Services and Markets Act 2000 (Carrying on Regulated Activities by Way of Business) Order 2001
2001/1201 Financial Services and Markets Act 2000 (Exemption) Order 2001
2001/1226 Financial Services and Markets Act 2000 (Designated Professional Bodies) Order 2001
2001/2383 Financial Services and Markets Act 2000 (Collective Investment Schemes constituted in other EEA States) Regulations 2001
2001/2956 Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001
2002/682 Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2002
2003/1181 Financial Services and Markets Act 2000 (Collective Investment Schemes) (Designated Countries and Territories) Order 2003
2003/1475 Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No 1) Order 2003
2003/1476 Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No 2) Order 2003
2005/1529 Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
2006/1969 Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2006
2006/2383 Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No 2) Order 2006
2006/3384 Financial Services and Markets Act 2000 (Regulated Activities) (Amendment No 3) Order 2006 (Note)
2007/3510 Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No 2) Order 2007
2009/1342 Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2009

B. Other Statutory Instruments
1981/1685 Company and Business Names Regulations 1981
1981/1686 Companies (Inspectors' Reports) (Fees) Regulations 1981 (Note)
1985/680 Companies (Unregistered Companies) Regulations 1985
1985/724 Companies (Registers and other Records) Regulations 1985
1985/802 Companies (Disclosure of Directors' Interests) (Exceptions) Regulations 1985 (Note)
1985/805 Companies (Tables A to F) Regulations 1985
1985/854 Companies (Forms) Regulations 1985 (Note)
1986/952 Insolvency Practitioners Tribunal (Conduct of Investigations) Rules 1986 (Note)
1986/1925 Insolvency Rules 1986
1986/2000 Companies (Unfair Prejudice Applications) Proceedings Rules 1986
1987/752 Companies (Forms) (Amendment) Regulations 1987
1987/2023 Insolvent Companies (Disqualification of Unfit Directors) Proceedings Rules 1987
1988/93 Department of Trade and Industry (Fees) Order 1988
1989/638 European Economic Interest Grouping Regulations 1989
1990/440 Oversea Companies (Accounts) (Modifications and Exemptions) Order 1990
1990/2570 Companies (Revision of Defective Accounts and Report) Regulations 1990 (Note)
1991/880 Financial Markets and Insolvency Regulations 1991
1991/1566 Companies Act 1989 (Register of Auditors and Information about Audit Firms) Regulations 1991 (Note)
1991/1997 Companies Act 1989 (Eligibility for Appointment as Company Auditor) (Consequential Amendments) Regulations 1991 (Note)
1991/1998 Companies (Inspection and Copying of Registers, Indices and Documents) Regulations 1991
1991/2128 Companies Act 1985 (Disclosure of Remuneration for Non-Audit Work) Regulations 1991 (Note)
1992/1315 Transfer of Functions (Financial Services) Order 1992 (Note)
1992/1699 Companies (Single Member Private Limited Companies) Regulations 1992
1992/3179 Oversea Companies and Credit and Financial Institutions (Branch Disclosure) Regulations 1992
1993/1819 Disclosure of Interests in Shares (Amendment) Regulations 1993 (Note)
1993/1820 Partnerships and Unlimited Companies (Accounts) Regulations 1993 (Note)
1993/3246 Companies Act 1985 (Insurance Companies Accounts) Regulations 1993 (Note)
1994/187 Insider Dealing (Securities and Regulated Markets) Order 1994
1994/188 Traded Securities (Disclosure) Regulations 1994 (Note)
1994/233 Companies Act 1985 (Bank Accounts) Regulations 1994 (Note)
1994/950 Foreign Companies (Execution of Documents) Regulations 1994
1994/1935 Companies Act 1985 (Audit Exemption) Regulations 1994 (Note)
1994/2507 Insolvency Regulations 1994
1995/1013 Contracting Out (Functions in relation to the Registration of Companies) Order 1995
1995/1386 Contracting Out (Functions of the Official Receiver) Order 1995
1995/1537 Public Offers of Securities Regulations 1995 (Note)
1995/2092 Companies (Summary Financial Statement) Regulations 1995 (Note)
1995/3022 Company and Business Names (Amendment) Regulations 1995 (Note)
1996/189 Companies Act 1985 (Miscellaneous Accounting Amendments) Regulations 1996 (Note)
1996/1469 Financial Markets and Insolvency Regulations 1996
1996/1909 Insolvent Companies (Reports on Conduct of Directors) Rules 1996
1996/1910 Insolvent Companies (Reports on Conduct of Directors) (Scotland) Rules 1996
1997/220 Companies Act 1985 (Accounts of Small and Medium-sized Companies and Minor Accounting Amendments) Regulations 1997 (Note)
1997/2781 Transfer of Functions (Insurance) Order 1997 (Note)
1999/2979 Financial Markets and Insolvency (Settlement Finality) Regulations 1999
2001/128 Limited Liability Partnerships (Scotland) Regulations 2001
2001/927 Limited Liability Partnerships (Forms) Regulations 2001 (Note)
2001/967 Companies (Disqualification Orders) Regulations 2001
2001/1090 Limited Liability Partnerships Regulations 2001
2001/3755 Uncertificated Securities Regulations 2001
2002/502 Companies (Competent Authority) (Fees) Regulations 2002 (Note)
2002/503 Limited Liability Partnerships (Competent Authority) (Fees) Regulations 2002 (Note)
2002/690 Limited Liability Partnerships (Forms) Regulations 2002 (Note)
2002/912 Companies (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002
2002/913 Limited Liability Partnerships (No 2) Regulations 2002
2002/915 Limited Liability Partnerships (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002
2003/1369 Enterprise Act 2002 (Merger Prenotification) Regulations 2003 (Note)
2003/1370 Enterprise Act 2002 (Merger Fees and Determination of Turnover) Order 2003 (Note)
2003/1592 Enterprise Act 2002 (Protection of Legitimate Interests) Order 2003 (Note)
2003/2097 Insolvency Act 1986 (Prescribed Part) Order 2003
2003/3363 Insolvency Practitioners and Insolvency Services Account (Fees) Order 2003 (Note)
2004/353 Insurers (Reorganisation and Winding Up) Regulations 2004 (Note)
2004/593 Insolvency Proceedings (Fees) Order 2004 (Note)
2004/1045 Credit Institutions (Reorganisation and Winding up) Regulations 2004 (Note)
2004/2326 European Public Limited-Liability Company Regulations 2004
2004/2407 European Public Limited-Liability Company (Fees) Regulations 2004 (Note)
2004/2620 Limited Liability Partnerships (Fees) Regulations 2004 (Note)
2004/2621 Companies (Fees) Regulations 2004 (Note)
2004/2643 European Economic Interest Grouping (Fees) Regulations 2004 (Note)
2004/3322 Companies (Audit, Investigations and Community Enterprise) Act 2004 (Commencement) and Companies Act 1989 (Commencement No 18) Order 2004 (Note)
2005/381 Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005 (Note)
2005/382 Investment Recommendation (Media) Regulations 2005 (Note)
2005/524 Insolvency Practitioners Regulations 2005
2005/684 Companies Act 1985 (Power to Enter and Remain on Premises: Procedural) Regulations 2005
2005/692 Reporting Standards (Specified Body) Order 2005 (Note)
2005/697 Accounting Standards (Prescribed Body) Regulations 2005 (Note)
2005/699 Companies (Defective Accounts) (Authorised Person) Order 2005 (Note)
2005/715 Supervision of Accounts and Reports (Prescribed Body) Order 2005 (Note)
2005/1433 Prospectus Regulations 2005 (Note)
2005/1788 Community Interest Company Regulations 2005 (Note)
2005/2337 Companies Act 1989 (Delegation) Order 2005 (Note)
2005/2417 Companies (Disclosure of Auditor Remuneration) Regulations 2005 (Note)
2006/246 Transfer of Undertakings (Protection of Employment) Regulations 2006
2006/1030 Cross-Border Insolvency Regulations 2006
2006/1183 Takeovers Directive (Interim Implementation) Regulations 2006 (Note)
2006/3428 Companies Act 2006 (Commencement No 1, Transitional Provisions and Savings) Order 2006
2006/3429 Companies (Registrar, Languages and Trading Disclosures) Regulations 2006
2007/126 Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007
2007/318 Companies Acts (Unregistered Companies) Regulations 2007
2007/1093 Companies Act 2006 (Commencement No 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007
2007/2081 Companies (Political Expenditure Exemption) Order 2007
2007/2194 Companies Act 2006 (Commencement No 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007
2007/2242 Companies (Interest Rate for Unauthorised Political Donation or Expenditure) Regulations 2007 (Note)
2007/2541 Companies (Tables A to F) (Amendment) Regulations 2007 (Note)
2007/2583 Supervision of Accounts and Reports (Prescribed Body) Order 2007 (Note)
2007/2607 Companies Act 2006 (Commencement No 4 and Commencement No 3 (Amendment)) Order 2007
2007/2612 Companies (Fees for Inspection and Copying of Company Records) Regulations 2007 (Note)
2007/2826 Companies (Tables A to F) (Amendment) (No 2) Regulations 2007 (Note)
2007/2974 Companies (Cross-Border Mergers) Regulations 2007
2007/3494 Statutory Auditors and Third Country Auditors Regulations 2007
2007/3495 Companies Act 2006 (Commencement No 5, Transitional Provisions and Savings) Order 2007
2007/3534 Independent Supervisor Appointment Order 2007
2007/3535 Companies (Fees for Inspection and Copying of Company Records) (No 2) Regulations 2007 (Note)
2008/373 Companies (Revision of Defective Accounts and Reports) Regulations 2008
2008/374 Companies (Summary Financial Statement) Regulations 2008
2008/393 Companies Act 2006 (Amendment) (Accounts and Reports) Regulations 2008
2008/409 Small Companies and Groups (Accounts and Directors' Report) Regulations 2008
2008/410 Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
2008/489 Companies (Disclosure of Auditor Remuneration and Liability Limitation Agreements) Regulations 2008
2008/495 Companies (Trading Disclosures) Regulations 2008
2008/496 Statutory Auditors (Delegation of Functions etc) Order 2008
2008/497 Companies (Late Filing Penalties) and Limited Liability Partnerships (Filing Periods and Late Filing Penalties) Regulations 2008
2008/499 Statutory Auditors and Third Country Auditors (Amendment) Regulations 2008 (Note)
2008/565 Insurance Accounts Directive (Miscellaneous Insurance Undertakings) Regulations 2008 (Note)
2008/567 Bank Accounts Directive (Miscellaneous Banks) Regulations 2008 (Note)
2008/569 Partnerships (Accounts) Regulations 2008
2008/623 Companies (Defective Accounts and Directors' Reports) (Authorised Person) and Supervision of Accounts and Reports (Prescribed Body) Order 2008
2008/651 Accounting Standards (Prescribed Body) Regulations 2008
2008/674 Companies Act 2006 (Commencement No 6, Saving and Commencement Nos 3 and 5 (Amendment)) Order 2008
2008/729 Companies (Authorised Minimum) Regulations 2008
2008/739 Companies (Tables A to F) (Amendment) Regulations 2008 (Note)
2008/948 Companies Act 2006 (Consequential Amendments etc) Order 2008
2008/1659 Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008 (Note)
2008/1738 Company Names Adjudicator Rules 2008
2008/1886 Companies Act 2006 (Commencement No 7, Transitional Provisions and Savings) Order 2008
2008/1911 Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
2008/1913 Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008
2008/1912 Small Limited Liability Partnerships (Accounts) Regulations 2008
2008/1915 Companies (Reduction of Share Capital) Order 2008
2008/2639 Statutory Auditors and Third Country Auditors (Amendment) (No 2) Regulations 2008
2008/2860 Companies Act 2006 (Commencement No 8, Transitional Provisions and Savings) Order 2008
2008/2996 Companies (Particulars of Company Charges) Regulations 2008
2008/3000 Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008
2008/3006 Companies (Company Records) Regulations 2008
2008/3014 Companies (Registration) Regulations 2008
2008/3073 Takeover Code (Concert Parties) Regulations 2008
2008/3122 Companies Act 2006 (Extension of Takeover Panel Provisions) (Isle of Man) Order 2008
2008/3229 Companies (Model Articles) Regulations 2008
2009/214 Companies (Disclosure of Address) Regulations 2009
2009/388 Companies (Shares and Share Capital) Order 2009
2009/1085 Company and Business Names (Miscellaneous Provisions) Regulations 2009
2009/1378 Companies Act 2006 (Extension of Takeover Panel Provisions) (Isle of Man) Order 2009 (Note)
2009/1581 Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 (Note)
2009/1632 Companies (Shareholders' Rights) Regulations 2009 (Note)
2009/1801 Overseas Companies Regulations 2009
2009/1802 Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (Note)
2009/1803 Registrar of Companies and Applications for Striking Off Regulations 2009
2009/1804 Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009
2009/1917 Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009
2009/1941 Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009
2009/2022 Companies (Share Capital and Acquisition by Company of its Own Shares) Regulations 2009 (Note)

PART V EUROPEAN COMMUNITY LEGISLATION
Council Regulation 2137/85/EEC, on the European Economic Interest Grouping (EEIG)
Council Directive 89/298/EEC, coordinating the requirements for the drawing-up, scrutiny and distribution of the prospectus to be published when transferable securities are offered to the public (Note)
Directive of the European Parliament and of the Council 97/9/EC, on investor-compensation schemes (Note)
Council Regulation 1103/97/EC, on certain provisions relating to the introduction of the euro
Council Regulation 974/98/EC, on the introduction of the euro
Council Regulation 1346/2000/EC on insolvency proceedings
Directive of the European Parliament and of the Council 2001/34/EC, on the admission of securities to official stock exchange listing and on information to be published on those securities
Council Regulation 2157/2001/EC on the Statute for a European company (SE)
European Parliament and Council Regulation 1606/2002/EC on the application of international accounting standards
Directive of the European Parliament and of the Council 2003/6/EC on insider dealing and market manipulation (market abuse)
Commission Regulation 1725/2003/EC adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council (Note)
Directive of the European Parliament and of the Council 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34
Commission Directive 2003/124/EC implementing Directive 2003/6/EC of the European Parliament and of the Council as regards the definition and public disclosure of inside information and the definition of market manipulation
Commission Directive 2003/125/EC implementing Directive 2003/6/EC of the European Parliament and of the Council as regards the fair presentation of investment recommendations and the disclosure of conflicts of interest
Commission Regulation 2273/2003/EC implementing 2003/6 as regards exemptions for buy-back programmes and stabilisation of financial instruments
Council Regulation 139/2004/EC on the control of concentrations between undertakings (the EC Merger Regulation) (Note)
Commission Notice 2004/C31/03: Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of concentrations between undertakings (Note)
Commission Regulation 802/2004/EC implementing Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (Note)
Directive of the European Parliament and of the Council 2004/25/EC on takeover bids
Commission Directive 2004/72/EC implementing Directive 2003/6/EC of the European Parliament and of the Council as regards accepted market practices, the definition of inside information in relation to derivatives on commodities, the drawing up of lists of insiders, the notification of managers' transactions and the notification of suspicious transactions
Commission Regulation 809/2004/EC implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements
Directive of the European Parliament and of the Council 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC
Directive of the European Parliament and of the Council 2005/56/EC on cross-border mergers of limited liability companies
Directive of the European Parliament and of the Council 2006/68/EC amending Council Directive 77/91/EEC as regards the formation of public limited liability companies and the maintenance and alteration of their capital
Commission Directive 2007/14/EC laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market
Directive of the European Parliament and of the Council 2007/36/EC on the exercise of certain rights of shareholders in listed companies
Commission Regulation 1126/2008/EC adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council

APPENDICES
Appendix 1 - Companies Act 1948, Table A
Appendix 2 - Companies Act 1985, Table A
Appendix 3 - Fees Instruments
Appendix 4 - Forms Tables
Appendix 5 - Table of commencements for the Companies Act 2006
Appendix 6 - Domestic Implementation of EC Directives
Appendix 7 - Companies Act 2006 - Duties of Company Directors
Index and Glossary of words and phrases

By Keith Walmsley, LLB, FCIS, Barrister