The Companies (Single Member Private Limited Companies) Regulations 1992

UK Statutory Instrument 1992 No. 1699 — creates 1 criminal offence.

1offences created

0recorded in force

1revoked

Made: 14 July 1992
In force from: 15 July 1992
Extent: Not stated
Subject: Corporate, financial services, company law, employment, charity, electoral and tax
Made under: Schedule 2 to, the European Communities Act 1972

Explanatory note

(This note is not part of the Regulations) — published with the instrument by the department that made it. © Crown copyright, reused under the Open Government Licence v3.0.

These Regulations implement Council Directive No. 89/667/EEC on single-member private limited-liability companies (OJ No. L395, 30.12.89, p.40). The directive requires Member States to provide for the formation of a company having one member and to permit a company to be a single member company, subject to certain safeguards. In relation to the UK, it applies to private companies limited by shares or by guarantee. Regulation 2(1) provides that a private company limited by shares or by guarantee may be formed by one person (in so far as permitted by section 1 of the Companies Act 1985 as amended by the Regulations) and may have one member. It also provides that any enactment or rule of law applying to a private company limited by shares or by guarantee shall, in the absence of any express provision to the contrary, apply with any necessary modification to such a company which has been formed by one person or which has only one member. Without prejudice to the generality of Regulation 2(1), Regulation 2(2) also makes specific amendments to the Companies Act 1985 and the Insolvency Act 1986 as set out in the Schedule to the Regulations. The following sections of the Companies Act 1985 are amended: section 1 (mode of forming an incorporated company), section 24 (minimum membership for carrying on business) and section 680 (companies capable of being registered under Chapter II of Part XXII). The following new provisions are inserted into the Companies Act 1985: section 322B (contracts with sole members who are directors), section 352A (statement that company has only one member), section 370A (quorum at meetings of the sole member) and section 382B (recording of decisions by the sole member). Consequential amendments are made to section 741 of the Companies Act 1985 and to Schedule 24 to that Act. Section 122 of the Insolvency Act 1986 (circumstances in which company may be wound up by the court) is also amended. Regulation 3 contains a transitional provision.

Offences created by this instrument

Recording of decisions by the sole member paragraph 382B(2) of SCHEDULE · Revoked · Strict liability

What Parliament said about it

Contributions, debates and written statements mentioning this instrument by name. Parliamentary material is reused under the Open Parliament Licence v3.0.

Statutory Instruments, &C Commons · Commons Chamber · 24 June 1992
Motion made, and Question put forthwith pursuant to Standing Order No. 101(3) (Standing Committees on Statutory Instruments, &c.], That the draft Companies (Single Member Private Limited Companies) Regulations 1992 be referred to a Standing Committee on Statutory Instruments, &c.— [Mr. Kirkhope.]
Companies Commons · Commons Chamber · 13 July 1992
That the draft Companies (Single Member Private Limited Companies) Regulations 1992, which were laid before this House on 11th June, be approved.— [Mr. Wood.]
Companies (Single Member Private Limited Companies) Regulations 1992 Lords · Lords Chamber · 13 July 1992
Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 201 Lords · Grand Committee · 27 April 2011 · Lord De Mauley
My Lords, perhaps I may explain by way of background to the order that the Companies Act 2006 provided for a single consolidated company law regime to apply across the whole of the United Kingdom. It repealed most of the Companies Act 1985, the Companies (Northern Ireland) Order 1986 and the Open-Ended Investment Companies Act (Northern Ireland) 2002. Before I go into the details of this order, which makes various amendments that, as its name implies, are consequential on the commencement of the 2006 Act, I shall touch briefly on some of the background to that Act. It was commenced in stages…

How Parliament handled it

Parliament's Statutory Instruments service records procedure from May 2017 onwards, and this instrument predates it. That is a limit of the source, not a statement that nothing happened.

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