Companies Act 2006 – Section 1146

Requirement of authentication

1474. This section operates where provisions of the Companies Acts require information
sent or supplied to a company to be authenticated. This is chiefly the case in the context of
written resolutions and requests (formerly requisitions) for meetings, etc. The rule is that a
signature on a document in hard copy form by the person sending it is always sufficient
authentication. The company can make its own rules in respect of documents in electronic
form (but there is a default where no such rules exist). Subsection (4) makes it clear that,
where someone purports to authenticate a document on another’s behalf, the company can
require proof of the former’s authority to do so.

Section 1147: Deemed delivery of documents and information

1475. This section sets out when communications from the company are deemed to have
been delivered, but it can be excluded by contrary provision elsewhere (for example, in other
legislation, in contracts or in the articles). Subsection (5) provides that the 48-hour period for
deemed delivery is counted during normal working days only. For example, a document
posted on a Friday at 3.00 pm is deemed to have been delivered the following Tuesday at
3.00 pm, unless it is a bank holiday weekend, in which case deemed delivery is the
Wednesday at 3.00 pm.
These Notes refer to the Companies Act 2006 (c.46)
which received Royal Assent on 8 November 2006

Section 1148: Interpretation of company communications provisions

1476. This section sets out defined terms used in the company communications provisions
and, in particular, makes clear that references in the Companies Acts to “sending” and”supplying” documents or information include all such similar expressions.

Sections 1149 to 1153: Requirements as to independent valuation

1477. These sections restate the requirements in sections 108 and 110 of the 1985 Act for
the independent valuation of non-cash assets accepted by a public company. The
independence requirements in sections 1151 and 1152 correspond to the independence
requirements for a statutory auditor (see section 1214). They include a new specific power for
the Secretary of State to define a disallowed connection for the purposes of determining
whether a person is sufficiently independent to be a valuer. This is consistent with the
approach taken in sections 344 and 936 of the Act.

Sections 1154 and 1155: Duty to notify registrar of certain appointments etc and failure
to give such notice

1478. These sections are new provisions. The requirement to give notice of the appointment
of a judicial factor (in Scotland) gives effect to a recommendation by the CLR (Final Report,
paragraph 11.39). The section also requires the Charity Commissioners to notify their
appointment of a receiver and manager and the regulator of community interest companies to
give notice of the appointment of a manager. These officers displace directors. Section 1155
makes failure by a judicial factor to give notice an offence.

Section 1156: Meaning of “the court”

1479. This section defines the term “the court” for the purposes of the Companies Acts. The
effect of this definition is that, except where an enactment or rule of law provides otherwise,
cases under the Companies Acts can be heard either in the High Court or the county court in
England and Wales, in the Court of Session or the sheriff court in Scotland, and, in Northern
Ireland, in the High Court of Northern Ireland.

1480. The allocation of cases between the county court (or sheriff court) and the High Court
(or Court of Session) will be determined partly by the courts’ general powers and partly by
subordinate legislation. The allocation of cases between county courts will, as now, be
determined by orders made by the Lord Chancellor (see subsection (3)).

Section 1157: Power of court to grant relief in certain cases

1481. Under this section, which restates section 727 of the 1985 Act without substantive
amendment, an officer of a company (such as a director) or a person employed by a company
as auditor may apply to the court for relief from liability for negligence, default, breach of
duty or breach of trust. A court may grant relief if it appears to the court that:

• the director (or other officer or auditor) has acted honestly and reasonably; and

• having regard to all the circumstances, he ought fairly to be excused.

PART 38: COMPANIES: INTERPRETATION

1482. This Part gives an interpretation of definitions used throughout the Act. Most are
based on corresponding definitions in the 1985 Act. Those that are changed or new are
described below.

These Notes refer to the Companies Act 2006 (c.46)
which received Royal Assent on 8 November 2006

Section 1158: Meaning of “UK-registered company”

1483. The expression “UK-registered company” is used as a drafting device to refer to any
company registered under this Act. The expression includes companies treated as so
registered (for instance, by virtue of having been registered under earlier legislation). It does
not include an overseas company that is not itself registered in the UK but has registered
particulars in the UK under section 1046.

Section 1168: Hard copy and electronic form and related expressions

1484. Subsections (2) to (4) of this section contain new definitions of the terms “hard copy”,
“electronic form” and related expressions for all purposes of the Companies Acts. Subsection
(5) requires that documents or information be sent in electronic form must be in a form that is
capable of being read and retained for future reference.

Section 1171: The former Companies Acts

1485. This section defines “former Companies Acts”. The list includes the companies
legislation listed in section 735 of the 1985 Act and the later enactments repealed by the Act.

Section 1172: References to requirements of this Act

1486. This section provides that requirements to be imposed under the Act (by regulations
or orders to be made under a power contained in the Act) are included in references in the
company law provisions of the Act to “the requirements of this Act”.

Section 1173: Minor definitions: general

1487. The definitions in subsection (1) that are new or changed are as follows.

1488. The definitions of “body corporate” and “corporation”, and of “firm”, are new in part.
They clarify the position of corporations sole and of partnerships that are legal persons but
are not regarded as bodies corporate (as under Scots law).

1489. The definitions of “credit institution” and “regulated market” are changed to follow
the definitions in more recent EU Directives. Subsection (2) makes provision to deal with the
postponement of the Directive on markets in financial instruments and the fact that it may be
implemented in different member States on different dates.

1490. The definition of “working day” is new. This expression replaces a variety of
expressions in the existing legislation; there is no change of substance.

Section 1174 and Schedule 8: Index of defined expressions

1491. Section 1174 introduces Schedule 8 to the Act, which provides an index setting out
where the definitions of terms used in the Companies Acts are to be found.