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This guide has been written to help users of Corporate Compliance, a combination of ICSA Publishing's Company Secretarial Practice and Compliance Complete's UK Company Law Service, to make the most of the complete range of services available. We recognise that making it easy for you to find what you want, when you want it, is one of the most important features of this type of service. This guide is intended to give you an overview of each element of the service and provide tips on where to find the information you need.
Corporate Compliance is a fully integrated information service designed to keep users up to date with current and proposed changes to company law and regulation. The service comprises an online version of Company Secretarial Practice: the Manual fully linked to the relevant legislation, subordinate legislation (Statutory Instruments), parts of the Financial Services Authority's Handbook (the Listing Rules, Disclosure Rules and Prospectus Rules, and the Market Conduct Sourcebook), the Combined Code on Corporate Governance, the Takeover Code, Exchange Rules and the full texts of relevant European Directives.
This guide is divided into three main sections - an overview of Company Secretarial Practice, an overview of UK Company Law and a guide to the overall functionality of the site.
Company Secretarial Practice (CSP) provides a commentary and recommended procedures on all the events that can normally occur from the formation to the liquidation of companies incorporated in the UK.
The material is organised into 15 topic-based chapters, each following the same format:
In addition you will also find:
The text is updated three times a year, in February, June and October. All the amendments are fully integrated into the online text.
CSP Bulletins
The CSP Bulletin is added to the service six times a year - in February, April, June, August, October and December, and there is always a year's worth of bulletins on the service. CSP Bulletins are designed to provide additional quick-reference information about current and proposed developments in company secretarial practice. Material published in the Bulletin is hyperlinked to the full coverage provided in the Manual itself.
Company Secretary's Briefing
The Company Secretary's Briefing is added to the service in the first week of each month. This is republished from the ICSA publishing website. The link appears on the Corporate Compliance homepage.
ICSA Enquiry Service
Subscribers have free access to the ICSA's company secretarial enquiry service, which assists with detailed enquiries about matters of company secretarial practice. Please send full details of your enquiry, together with your customer number and contact details, to the ICSA Information Centre, either by fax (020 7612 7034) or email (library@icsa.co.uk).
Key navigation tools
There are several tools that will assist you in finding material in CSP. The home page of the site lists:
The commentary includes full cross-references to associated precedents, appendices and checklists. Precedents and appendices are situated at the end of the relevant chapter. Note, however, that they can appear in a different chapter if they are relevant to more than one subject. Checklists for key procedures are grouped together in a separate section after Chapter 15. Cross-references are linked to relevant material.
Precedents, appendices and checklists are numbered according to the chapter to which they relate:
Complete lists of precedents, appendices and checklists are included in the Quick Links section of the homepage.
New developments
The CSP Bulletin, indicates (in the Supplement Briefing section) the date up to which developments have been included in the main text of the Manual. The two most recent editions of the Bulletin - together with the monthly Company Secretary's Briefing - will usually cover any subsequent developments.Proposed changes
The main text of CSP concentrates on current practice. However, details about important new proposals and consultations are provided in the Proposed Changes section and Bulletins and Briefings.
Users may find the following references to key items useful.
| ABI guidelines | App. 8.A.12, App. 8A.13, App. 8A.19 |
| Addresses (list of useful) | Directory section (Volume II) |
| Administration, receiverships, voluntary arrangements - forms schedule | App.14.1 |
| Articles for subsidiary company | Precedent 1.G |
| Company forms (downloadable selection) | CSP |
| Company forms (complete list) | App. 9.1 |
| Companies House Guidance Booklets (full text) | CSP |
| Combined Code (2003) | App. 8A.1 |
| Competition rules | App.13.3 |
| Directors | |
| appointment checklist | Check. 8.1 |
| general notice of interests | Precedent 8.M |
| report, contents | 11.18 |
| rotation (note) | App. 8.1 |
| termination of appointment checklist | Check. 8.2 |
| Dividend - deed of waiver | Precedent 5.O |
| Dormant companies | 10.10 |
| Elective regime | 12.55 |
| Guidance on audit committees (Smith guidance) | App. 8A.16 |
| Guidance on internal control (Turnbull guidance) | App. 8A.15 |
| ICSA Guidance Notes (full text) | CSP |
| ICSA Registrar's Group guidance | App. 4.2; App. 4.4; App. 4.6; App. 4.7; App. 13.2 |
| ISC Statement of Principles | App. 8A.18 |
| Limited liability partnerships (note) | App. 1.6 |
| Listing Rules: continuing obligations checklist | Quick Reference (Volume I) |
| The Model Code | App. 8.2 |
| Pre-emption guidelines | App. 2.3 |
| The Price Sensitive Information Guide (UKLA) | App. 11.2 |
| Retention periods for documents | App. 9.2 |
| Section 212 notice | Precedent 9.N |
| Striking off a company | 15.17 |
| Table A | |
| 1985 version (full text) | Table A section (Volume I) |
| 1948 version (full text) | Table A section (Volume I) |
| Winding-up forms schedule | App. 15.1 |
Suggestions and comments
Suggestions for changes or additions to CSP are always welcome. Please send them to:
ICSA Publishing Ltd
16 Park Crescent
London W1B 1AH
Tel: 020-7612 7020
Fax: 020-7612 7034
Email: icsa.pub@icsa.co.uk
Company secretarial enquiries
Please contact the ICSA Enquiry Service at the ICSA Information Centre:
Fax: 020-7612 7034
Email: library@icsa.co.uk
Corporate Compliance contains legislation and regulations, as well as other materials that are relevant to the company secretarial and associated markets.
Where provisions of an Act of Parliament are available on the service, Statutory Instruments made under those provisions are also included. As well as providing the text of legislation, etc as currently in force, full historical versioning is also available. Versions of the text showing amendments that will come into force in the future are provided where the commencement of those amendments is known. Amendments for which a date-in-force has yet to be appointed are noted in the annotations. It is also possible to use our dynamic versioning functionality to view the text of provisions as at any date in their history.
Square brackets are used to denote text that has been inserted or substituted. Text that is repealed (or revoked) is replaced with an ellipsis ( . . . ). The most recent amendments in legislation and subordinate legislation within each version are highlighted in blue for ease of identification, and all amendments are footnoted to provide easy identification of the associated note. Additional notes offer information about commencement, extent and alterations of a non-textual nature (e.g. modifications and transfers of function).
Acts of Parliament are made by Parliament and constitute primary legislation. Statutory Instruments are made by government ministers and are referred to as delegated, secondary or subordinate legislation, being made under powers delegated by primary legislation. Primary legislation tends to provide a broad framework of law in a particular area, while Statutory Instruments flesh out the detail of the law. Either type of legislation can be referred to generically as an enactment and both types of legislation have equal effect in law.
Acts of Parliament are given a name (the short title) and a unique number (chapter number) within the calendar year in which they receive Royal Assent e.g. Financial Services and Markets Act 2000 (c 8). Statutory Instruments are made in the form of an Order or Order in Council, Regulations, Rules or a Scheme, and are given a name and a unique number within the official series of Statutory Instruments for the year in which they are made eg Financial Services and Markets Act 2000 (Consequential Amendments) (Taxes) Order 2002, SI 2002 No 1409.
The main provisions of Acts of Parliament are referred to as sections ("s" or "ss"), while the terminology of the main provisions of Statutory Instruments depends on the type of instrument made; Orders contain articles ("art" or "arts"), Regulations contain regulations ("reg" or "regs"), Rules contains rules ("r" or "rr") and Schemes contain paragraphs ("para" or "paras"). The main provisions may fall within Parts (abbreviated on our site to "Pt"), Chapters ("Ch") and/or other cross-headings and may have their own individual headings. They break down into paragraphs and sub-paragraphs ("sub-paras"). The main provisions may be supplemented by Schedules ("Schs"). Schedules may also fall within Parts and be divided into paragraphs and sub-paragraphs or contain tables, lists, forms, diagrams etc.
The commencement of an Act of Parliament is usually set out within a designated section of the Act. In many cases, provision will be made for the Act to come into force at the end of a period of time beginning with the day on which the Act was passed or to come into force on such day or days as may be appointed by order (such orders are referred to as Commencement Orders). Occasionally, individual provisions will provide for their own commencement or for the commencement of Parts of the Act (e.g. Finance Acts). Where no specific provision is made as to the commencement of an Act (or certain provisions thereof), the Act (or provisions) will come into force on the date of Royal Assent, by default. The commencement of Statutory Instruments is usually set out in the first provision of the instrument and, in almost all cases, a date or dates will be specified for the coming into force of the instrument. It is possible for provisions of both Acts and Statutory Instruments to be brought into force on different dates for different purposes.
Corporate Compliance includes a note on each provision showing the full commencement of that provision.
New legislation often effects change to earlier legislation. This change may be of a textual or non-textual nature.
Textual changes
Changes of a textual nature involve the insertion or addition of completely new words, the substitution of new words for existing words or the omission of existing text. Corporate Compliance incorporates into the affected enactment all changes of a textual nature and describes these amendments respectively as "substitutions", "insertions" and "repeals" (or "revocations" where text is omitted from a Statutory Instrument). When an amendment (repeal/revocation) is not yet in force, it is said to be "prospective". Where the date-in-force of a prospective amendment is known, the change will be made to the text and a future version of the affected provision will be available.
Where the date-in-force of a prospective amendment has yet to be appointed, the change will not be made to the text of the affected provision but a note will be added to warn the user of the prospective change. Examples are:
Substitution
Substituted by the Enterprise Act 2002 (c 40), s 278(1), Sch 25, para 21(1), (4) (as from 1 April 2003 (SI 2003/766))
Insertion
Inserted by the Enterprise Act 2002 (c 40), s 278(1), Sch 25, para 21(1), (4)(d) (as from 1 April 2003 (SI 2003/766))
Repeal
Repealed by the Enterprise Act 2002 (c 40), s 278(1), (2), Sch 25, para 21(1), (4)(c)(iv), Sch 26 (as from 1 April 2003 (SI 2003/766))
Revocation
Revoked by SI 2001/3623, arts 2, 3 (as from 1 December 2001 (art 1))
Prospective amendment
Prospectively amended by SI 2002/253, art 54(3), Sch 5, para 14 (as from a day to be appointed)
Non-textual changes
Non-textual changes do not alter the physical wording of the existing text but alter the effect of those words, and may be as important as textual changes. Modifications and transfers of functions are forms of non-textual change and are fully noted on our site. Examples are:
Transfer of Functions
The Companies Act 1989 (Commencement No 3, Transitional Provisions and Transfer of Functions under the Financial Services Act 1986) Order 1990, SI 1990/354, art 4(6) (functions of the Secretary of State under sub-ss (2) and (3) (and functions of the Registrar under sub-ss (2) and (3) by virtue of sub-s (7)) transferred to The Securities and Investments Board)
Modifications
The Financial Markets and Insolvency Regulations 1991, SI 1991/880, regs 14, 15 (as from 25 April 1991)
Extent
In order to assist users in determining the jurisdictional extent of Acts of Parliament, Corporate Compliance adds an appropriate note to each provision.
This part of the guide is presented as a list of frequently asked questions that cover the most important aspects of the service and the features that you may use everyday.
How do I find a particular section of commentary or piece of legislation?
There are two ways to find a particular section of content.
As you move through the content there are two ways in which you can keep track of where you are within that:
How do I find sections that contain a particular word or phrase?
You can find rules or sections, which contain keywords or phrases by using the search facility. Select 'Search' from the top menu.
How do I annotate a section?
When you are viewing a section of content you will notice the option 'Notes: Add a note'. Selecting this option will open a notepad into which you can type notes relating to the section. Selecting 'Save changes' will save this note for later use. When you view a section that has already been annotated a box entitled 'Notes: This rule has a note' will appear on the right hand side of the text screen. Clicking on the down arrow or the word 'Notes' will open the notes for this section. You can edit or delete this note as required. See 'How can I print sections of the content?' below for advice on printing notes.
How do I bookmark a section?
Bookmarks are shortcuts to sections of content and are listed at the top of the left hand navigation window when browsing a rulebook and also appear as a link on the homepage of the site.
To bookmark a section, first navigate to the relevant section so that it is open in the text window. Then select 'Bookmark' from the toolbar at the top of this window.
How do I view a large section of content?
To view a large section of content on one continuous web page, first navigate to the relevant section so that it is open in the text window. Then select 'Whole Section' from the toolbar at the top of this window. Note - if you ask for a very large section of text, it may take a short while to load. The time it takes is dependent upon the speed of your internet connection and the size of the section you require.
Can I email a section to a colleague?
Any section of the rulebook can be emailed to one or more colleagues.
To email a section, first navigate to the relevant section so that it is open in the main window. Then select 'Email' from the toolbar at the top of this window.
You are then required to enter the recipient's email address as well as your email address so that your colleague knows that it is coming from you. There is also the option of attaching a message to the email or to build an address book.
How can I print sections of the content?
Go to any section of the content you wish to print and select the print option. You can print in two ways:
Using the simple 'Print' function
You may print the section displayed in your text screen by clicking the option at the top of screen that says 'Print'. If you would like to print your notes with this section you will need to have the note open in your text screen.
Using the 'Print Manager'
You can build up a print job by selecting different sections of content, or different parts of different sections using the drop down menu. You can go back to the drop down menu and change the section as often as you like. Move parts into your print document by using the arrows.
Remember that a section may simply be a section or chapter heading so you will need to build up your print document using each individual element of a rule.
Select 'Include notes' if you also what to print out any notes.
Once you have selected 'Print Preview' the whole text of this document will appear in a new window. You can then elect to print or go back to the print manager to add or delete further sections.
Can I view a previous or future version of a piece of content?
As this service is updated it will, by default, show the latest version of that rule but will store the obsolete versions of different sections for future reference or hold future versions, which will come into force on a set day.
If a section has been updated, a 'Versions' box will appear on the right hand side of the text screen. Click on the title or arrow in this to open the list of versions. The current version is indicated by a small red dot. All other versions are links to stored previous or future version pages.
When you are viewing an older version of a rule you will see a warning message at the top of the page: There is a more up-to-date version of this section available.
When you are viewing a future version you will see a warning message: An earlier version of this rule is still current.
How do I use the dynamic versioning functionality?
The default display of all of the contents of the UK Company Law Service is as at today's date. To view the provision at any other time, go to 'Whole Section' view by clicking on the "Whole Section" box. From there, choose the date from the list at the top of the page and the appropriate record will be selected. Note that it is only possible to select dates that fall within the history of the legislation - if you select outside the parameters you will be told. This functionality is available for all Acts of Parliament and Statutory Instruments, as well as the European Directives and the parts of the Handbook reproduced in Corporate Compliance. It is always easy to return to the current version by clicking on the "Show Current Version" box.
How can I get more information?
In addition to contacting ICSA Publishing (see above), you can email grc.crr.clientsupport@thomsonreuters.com for help. We also have a technical team available to help you with any technical problems you may have with the rulebooks. Please also do email us with any feedback that you have about the service.