UK Offence Report

Old public companies: trading under misleading name

paragraph 8(1) of SCHEDULE 1 of The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011

This offence was read from the text as made, and no revised version was available, so a later revocation could not be ruled out. Check the current text at legislation.gov.uk.

What the provision says

1 An old public company commits an offence if it carries on

a trade, profession or business under

a name that includes, as its last part, the words “public limited company” or “cwmni cyfyngedig cyhoeddus”.

Text as made, from legislation.gov.uk. © Crown copyright, reused under the Open Government Licence v3.0. This is the text as originally made; later amendments are not shown here.

Who it binds, and what has to be proved

Binds
a old public company
Conduct
breaching the provision
Fault element
Strict liability
Burden of proof
No statutory defence — prosecution proves everything

The prosecution must prove that the conduct happened. This is a strict liability offence as drafted: the provision uses no word of intention, knowledge, recklessness or negligence, so there is no need to show that a old public company meant to do it, knew about it, or was careless.

Intention, knowledge and carelessness are irrelevant to guilt. They may still matter a great deal to sentence.

The provision states no defence, so the prosecution bears the burden on every element of the offence.

Classifier’s reasoning: no word of intention, knowledge, recklessness or negligence in the offence or its provision.

What would breach paragraph 8(1) of SCHEDULE 1?

These are illustrations, not law. They are generated from the provision’s own words to show the shape of the offence. Whether any particular conduct is caught depends on the full text, on any amendment since, and on the facts.

  1. On these words an offence is committed where a old public company carries on a trade, profession or business under a name that includes, as its last part, the words “public limited company” or “cwmni cyfyngedig cyhoeddus”.
  2. Doing what the provision prohibits, or failing to do what it requires under the Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011.

Penalty

Mode of trial
Summary only — tried in a magistrates’ court
Maximum fine
£1,000
Standard scale
Level 3
Maximum prison (summary)
Not determined

Sentencing

Offences of this kind are usually sentenced under the guidelines below. This is a mapping by subject, not a finding about this provision, and the links go to a search of the Sentencing Council’s own site.

Prosecution figures

No published per-offence figure was found for this provision, and it could not be matched to a Ministry of Justice offence code. Offences created by statutory instrument very largely do not have one. Absence of a figure is not evidence that the offence is unused.

Status and lifecycle

Current status
Status not determined
Made
11 May 2011
In force from
Not determined
Extent
Not stated

How this was established: read from the text as made; no revised version available, so later revocation could not be ruled out.

What the instrument is for

(This note is not part of the Order) — the explanatory note published with the instrument, © Crown copyright.

This Order makes amendments to primary and secondary legislation which are consequential on certain provisions of the Companies Act 2006 (c.46) having been brought into force, including the replacement of references to various provisions of the Companies Act 1985 (c.6) with references to the appropriate, superseding provisions of the Companies Act 2006 and the removal of references to the repealed Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I.6)). Articles 4 and 5 of this Order have the effect of ensuring that there are valid savings provisions in place in respect of the Companies Consolidation (Consequential Provisions) Act 1985 (c.9). Schedule 2 to this Order makes consequential amendments to the Open-Ended Investment Companies Regulations 2001 (S.I. 2001/1228) to ensure that the regime for open-ended investment companies is consistent with the Companies Act 2006. The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (S.I. 2008/2860) repealed the Open-Ended Investment Companies Act (Northern Ireland) 2002 (c.13 (N.I.)). Schedule 3 to this Order contains transitional provisions in relation to open-ended investment companies which were incorporated under the Open-Ended Investment Companies (Northern Ireland) Regulations 2004 (S.R. (NI) 2004 No 335). A full regulatory impact assessment has not been produced for this instrument as no impact on the private or voluntary sectors is foreseen.

Read the full note and every offence in this instrument

What Parliament said

Mentions of this instrument in Hansard. Parliamentary material is reused under the Open Parliament Licence v3.0.

Other offences in the same instrument

How this was identified as an offence

Everything above rests on the judgement that this provision creates a criminal offence, rather than mentioning one. That judgement is made by rule, from the words of the provision, and this is the rule that made it — with a confidence of 0.92.

Basis
the provision says a person “commits an offence”
Confidence
0.92 of 1.00

A provision that states a penalty for an offence created elsewhere can read very like one that creates an offence, and the rules can mistake the one for the other. If the text quoted above sets a penalty for something made an offence by another provision, treat the classification on this page with that in mind, and read the instrument.

Check the source