If you are thinking about setting up a business, and need it done quickly and easily with no additional requirements, then this package is the perfect choice.
This package is a cheap and efficient way to begin business, and includes the provision of a registered office address in London for the duration of one year.
This package is a not expensive and efficient way to begin business, and includes the provision of a registered office address in London and a nominee secretary for the duration of one year.
This package is one of the most cost effective and the efficient way to start a UK company, which includes a registered office address in London, a nominee secretary, and a nominee director for the duration of one year.
E-quick*
£32.00
Economy
£82.00
Premier
£207.00
Deluxe
£557.00
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Further information
Private company limited by shares
No Annual Charges
Private company limited by shares
Annual Fee From: £50.00
Private company limited by shares
Annual Fee From: £175.00
Private company limited by shares
Annual Fee From: £525.00
Usefull links
Further information
Private Company Limited by Shares:
A private company limited by shares in England and Wales must have at least one director, one shareholder, and may have a secretary.
You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary.
A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.
You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director.
The directors and secretary of your company can also be shareholders.
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.
Under the Companies Act 2006, there is no restriction on any or all of the members/shareholders being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).
There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits.
Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national.
Your company must have a registered office address within England or Wales; this is the official address of your company and will be on the public record as such.
Your company must hold its official company documents at its registered office address: its register of shareholders, and its constitutional documents.
So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.
Coddan offers company formation, ready-made company registration for UK limited companies.
We offer electronic filing enterprises & registering corporation services. In addition to
business registrations, we offer trademark registration, shareholder agreements, toll-free
numbers, telephone answering, virtual office and company searches for UK limited companies.
You are an accountant for whom company establishment is a frequent activity or an individual
ordering your first company registrations. Start a company by incorporating or forming a LTD,
PLC or LLP at Coddan. Learn about incorporation & how to incorporate your business
online: register a business name, company registration, business registration numbers, company
house web filing - business name registration check. Whether you start-up online, register
London business or form a corporation Scotland, we can help you understand the business start-up
process for filing LTD United Kingdom.
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Incorporate or form an LLC – online: company registrar
United Kingdom, limited company formations & corporation registration, electronically LLC
online, very easy and informative. In addition to private companies Great Britain, we offer
trademark registration, shareholder agreements, 0870 numbers, telephone answering, virtual office and company searches for English companies. Information to help start,
grow or manage a small business. If you are starting a business Edinburgh or starting own business Northern Ireland, read our starting business Republic of Ireland guide.
Home business and small business training and ideas site to help you start Belfast, grow, and expand a home-based business or search for the work at home job right.
An outline of the general steps for incorporation in Great Britain, explaining how to incorporate your business Dublin, from choosing where to incorporate your business.
UK ready-made company formation services and company registrations online, our offices keep a stock of ready made companies, and would be happy to supply details on request.
We offer offshore ready-made companies in different jurisdictions, readymade offshore companies also called as offshore shelf companies, shelf off-shore companies for sale:
starting applying for a business name, business name registration partnership, grants for
starting a business and starting a business from home.
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Open company same-day and offshore setting-up services using our online starting-up service for
Limited Liability Company Offshore companies. Start enjoying the tax benefits and personal
liability protection that forming a corporation or Limited Liability Company (LLC) provides.
Offshore company incorporation, offshore checking and offshore saving accounts, offshore time
deposits, offshore mutual funds, offshore money market accounts and offshore asset protection
provided by Coddan. Company formations, limited company formations, electronic incorporations,
company formation agents, paperless company registrar, electronic companies filing, United
Kingdom limited company, setting corporation Ireland, business incorporation Scotland, open
company England, London company registration, electronic companies filing, British companies
registrars, business consultants, company law, public limited company, plc, international
companies, ltd, inc, limited liability, enterprise, organization, organization, tax, taxation,
England, firm, partnership, trade, profession, contractors, business, private limited company,
limited by shares, ready-made companies, readymade company, aged company, off the shelf
company, shelf companies list.
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Specializes in company registration and secretarial services.
Provides list of shelf company, services and cost quotation, business name registration,
company house direct, starting a business - sole trader business registration.
This is actually a pretty good reason to incorporate in Delaware or Nevada. In fact, you could
be a foreigner from Lebanon, never setting foot on American soil, form a Delaware corporation
and no one would know who you are! However, many states will require the owners and/or officers
and/or directors information while operating in that state (as a foreign corp.). Besides,
how many small businesses require anonymity? Incorporate, incorporation, incorporating,
incorporation services, incorporating services, incorporate Wyoming business online,
incorporating Oregon business, New York LLC formation, Louisiana limited liability corporation,
Texas articles of incorporation, Florida company incorporation, California non profit
corporation, corporate name search offshore, BVI corporate name availability, Seychelles
corporate name registration.
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Learn about incorporation services UK and incorporate London
online: starting your own business, business ideas, starting a business on ebay or buying a
business with legal requirements for starting a business. Online England company formations,
online company London W1 formation, Glasgow formation agent, Liverpool formations agent,
Scottish companies house, forming a company Scotland, starting a business Wales, form a
limited company Oxford, United Kingdom business registration agents, online Great Britain
company registration. E-Business, small business, business structures defined: the limited
liability company business structures defined: the limited liability company IRS treatment of
the one-member LLC. An LLC with only one member / owner is automatically considered to be a
sole proprietorship unless an election is made to be treated as a corporation. Thus, the sole
member of an LLC will file (Form 1040), (U.S. Individual Income Tax Return), ideas for starting
a business, grants for starting a business, starting a business from home, starting your own
business - business ideas, starting a business on ebay, buying a business: legal requirements
for starting a business, ideas for starting a business.
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A business may be conducted by a company
as an entity in its own right and comes into existence by incorporation under companies
legislation which also regulates the running of the company and sets out the duties of its
officers. In recent years trading trusts have been commonly used as the structure for carrying
on a business with their main objective of tax minimization. A trust requires a trustee to act
on behalf of a trust and it has been preferable to have a company newly incorporated to act as
the trustee as it is believed that this limits the liability of the trust to the paid-up capital
of the Trustee Company. A trust is formed by a gift or settlement being made to the trustee on
behalf of the, as yet unformed, trust. A solicitor draws up a Trust Deed setting out the powers
and formalizing the administration of the trust. The trust has beneficiaries rather than
shareholders as in a company, who are entitled to distributions of capital and/or income and
these distributions, are controlled by the trustee.
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The distribution made to beneficiaries are
subject to income tax as part of their personal income and are liable for provisional tax on
these distributions. Citizens and residents of other countries may incorporate in the United
Kingdom through the standard incorporation procedures set forth by each state. Provides UK
company formations, trademark registration, registered office facilities and company secretary
services. Professional company formation, register your company online, we may establish new
business at one day. An online guide to starting up and expanding your business.
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This is one of our most popular packages with worldwide customers, and includes: -
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Our Deluxe package is a fast and easy option, it is ideal for the UK, EU, and international small to medium businesses who wish to appoint a nominee director and a nominee secretary in order to maintain the anonymity of the real owner, and it includes: -
Incorporation of your company from scratch using one of our registered office addresses in London, our nominee director and nominee secretary. We can appoint your own candidate(s) to the role of shareholder(s), or you can appoint a nominee sharholder provided by Coddan;
The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
The provision of a nominee secretary for 12 months is included in the price of this package (our nominee secretary service is charged annually);
The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);
The following two hard bound copies of corporate documents, will be send by post to you upon formation of your private limited company: -
A laminated copy of the certificate of incorporation of your company;
A hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register;
The general power of attorney signed by a nominee director;
Pre-signed, undated resignation letter from a nominee director;
The agreement for the provision of nominee service and indemnification of nominee.
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This is our most popular package with the UK residents, and includes: -
The registration of your company from scratch using your own registered office address,
and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The following documents, which need to be printed and signed, will be e-mailed to you upon formation of your company: -
A certificate of incorporation (requires PDF file reader);
The memorandum & articles of association (requires PDF file reader);
The first meeting of the board of directors (requires PDF file reader);
Share certificates and a company register (requires PDF file reader).
*If you do not have an a valid address in the UK, which can be used as the registered office address for your company, please check our Economy package. The non-UK address cannot be acceptable as the office address for the UK company.
This is our most popular package with the UK and EU residents, and includes: -
The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);
The following documents, which need to be printed and signed, will be e-mailed to you upon formation of your company: -
A certificate of incorporation (requires PDF file reader);
The memorandum & articles of association (requires PDF file reader);
The first meeting of the board of directors (requires PDF file reader);
Share certificates and a company register (requires PDF file reader).
This is another one very popular package with worldwide customers, and includes: -
The formation of a company limited by guarantee usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The incorporation your BVI company limited by guarantee from scratch using our registered agent & registered office address, and appoint your own candidate to the role of a members;
The government and initiation fees for incorporation are included in the price of this package;
The search for a company name availability, confirmation, and reservation;
An original certificate of incorporation
A hard bound copy of the memorandum & articles of association
The preparation and submission of the memorandum and articles of association;
A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee director for one year is also included in the price of this package (our nominee director service is charged annually);
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your company limited by guarantee: -
An original certificate of incorporation;
A hard bound copy of the memorandum and articles of association;
The minutes of the first meeting of the board of directors;
A completed register of directors and members;
An elegant printed membership certificates;
A pliers seal.
The general power of attorney signed by a nominee director (additional fee applies);
Pre-signed, undated resignation letter from a nominee director;
The agreement for the provision of a nominee service and indemnification of nominee.
This is our most popular package with international customers, and includes: -
The formation of a company limited by guarantee usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The registration your BVI company limited by guarantee from scratch using our registered agent & registered office address, and appoint our own candidates to the role of a nominee director and a nominee member;
The government and initiation fees for incorporation are included in the price of this package;
The search for a company name availability, confirmation, and reservation;
The preparation and submission of the memorandum and articles of association;
A local registered office address and a local registered agent for one year are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee director for 12 months is included in the price of this package (our nominee director service is charged annually);
A completed register of directors and members
The provision of a nominee member for 12 months is also included in the price of this package (our nominee member service is charged annually);
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your company limited by guarantee: -
An original certificate of incorporation;
A hard bound copy of the memorandum and articles of association;
The minutes of the first meeting of the board of directors;
A completed register of directors and members;
An elegant printed membership certificates;
A pliers seal.
Pre-signed, undated letters of resignation from a nominee director and a nominee member;
A general power of attorney signed by a nominee director (additional fee applies);
A declaration of trust from a nominee member;
An indemnity letter for the power of attorney;
A nominee agreement which provides for the indemnification of the nominees.
This is another one of our most popular packages for small and medium size businesses, such as those being run by a sole director from home, and for companies owned by overseas residents who still need a local registered office address, but would rather not open a local office in the UK;
This package is often chosen by such customers, who are looking to minimise a sole director' personal liability (and who are not quite familiar with the UK corporate legislation), because this package includes thye provision of a nominee secretary for 12 months. This package is also includes: -
The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, and shareholder;
The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
The provision of a nominee secretary for 12 months is also included in the price of this package (our nominee secretary service is charged annually);
The following hard bound copy of the corporate documents, will be send by post to you, upon formation of your private limited company: -
A laminated copy of the certificate of incorporation of your company;
A hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register.
This is another one very popular package with worldwide customers, and includes: -
The formation of a limited partnership usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The incorporation your BVI offshore limited partnership from scratch using our registered agent & registered office address, and appoint your own candidate to the role of a general partner;
The government and initiation fees for registration are included in the price of this package;
The search for a limited partnership name availability, confirmation, and reservation;
The preparation and submission of the partnership agreement;
A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee limited partner for one year is also included in the price of this package (our nominee limited partner service is charged annually);
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore company: -
An original certificate of incorporation;
A hard bound copy of the partnership agreement;
The minutes of the first meeting of the board of partners;
A completed register of partners;
An elegant printed membership certificates;
A pliers seal;
The general power of attorney signed by a nominee limited partner (additional fee applies);
Pre-signed, undated resignation letter from a nominee limited partner;
The agreement for the provision of a nominee service and indemnification of nominee.
This is our most popular package with international customers, and includes: -
This is our most popular package with international customers, and includes: -
Intervention by Secretary of State in special public interest cases
(1) Subsection (2) applies where the Secretary of State has reasonable grounds for suspecting that it is or may be the case that a special merger situation has been created or arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a special merger situation.
(2) The Secretary of State may give a notice to the OFT (in this Part "a special intervention notice") if he believes that it is or may be the case that one or more than one consideration specified in section 58 is relevant to a consideration of the special merger situation concerned.
(3) For the purposes of this Part a special merger situation has been created if-
(a) no relevant merger situation has been created because of section 23(1)(b) and (2)(b); but
(b) a relevant merger situation would have been created if those enactments were disregarded;
and the conditions mentioned in subsection (4) are satisfied.
(4) The conditions mentioned in this subsection are that, immediately before the enterprises concerned ceased to be distinct-
(a) at least one of the enterprises concerned was carried on in the United Kingdom or by or under the control of a body corporate incorporated in the United Kingdom; and
(b) a person carrying on one or more of the enterprises concerned was a relevant government contractor.
(5) For the purposes of deciding whether a relevant merger situation has been created or whether arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a relevant merger situation, sections 23 to 32 (read together with section 34) shall apply for the purposes of this Chapter as they do for the purposes of Chapter 1 but subject to subsection (6).
(6) In their application by virtue of subsection (5) sections 23 to 32 shall have effect as if-
(a) for paragraph (a) of section 23(9) there were substituted-
"(a) in relation to the giving of a special intervention notice, the time when the notice is given;
(aa) in relation to the making of a report by the OFT under section 61, the time of the making of the report;
(ab) in the case of a reference which is treated as having been made under section 62(2) by virtue of section 64(2), such time as the Commission may determine; and";
(b) the references to the OFT in section 24(2)(a) and (b) included references to the Secretary of State;
(c) the references to the OFT in sections 25(1) to (3), (6) and (8) and 31 included references to the Secretary of State;
(d) the references to the OFT in section 25(4) and (5) were references to the Secretary of State;
(e) the reference in section 25(4) to section 73 were a reference to paragraph 3 of Schedule 7;
(f) the reference in section 25(12) to one extension were a reference to one extension by the OFT and one extension by the Secretary of State;
(g) the powers to extend time-limits under section 25 as applied by subsection (5) above, and the power to request information under section 31(1) as so applied, were not exercisable by the OFT or the Secretary of State before the giving of a special intervention notice;
(h) in subsection (1) of section 31 for the words "section 22" there were substituted "section 62(2)" and, in the application of that subsection to the OFT, for the word "deciding" there were substituted "enabling the Secretary of State to decide";
(i) in the case of the giving of special intervention notices, the references in sections 23 to 32 to the making of a reference or a reference were, so far as necessary, references to the giving of a special intervention notice or a special intervention notice; and
(j) the references to the OFT in section 32(2)(a) to (c) and (3) were construed in accordance with the above modifications.
(7) No more than one special intervention notice shall be given under subsection (2) in relation to the same special merger situation.
(8) In this section "relevant government contractor" means-
(a) a government contractor-
(i) who has been notified by or on behalf of the Secretary of State of information, documents or other articles relating to defence and of a confidential nature which the government contractor or an employee of his may hold or receive in connection with being such a contractor; and
(ii) whose notification has not been revoked by or on behalf of the Secretary of State; or
(b) a former government contractor who was so notified when he was a government contractor and whose notification has not been revoked by or on behalf of the Secretary of State.
(9) In this section-
"defence" has the same meaning as in section 2 of the Official Secrets Act 1989 (c. 6); and
"government contractor" has the same meaning as in the Act of 1989 and includes any sub-contractor of a government contractor, any sub-contractor of that sub-contractor and any other sub-contractor in a chain of sub-contractors which begins with the sub-contractor of the government contractor.
60
Special intervention notices under section 59
(1) A special intervention notice shall state-
(a) the special merger situation concerned; and
(b) the consideration specified in section 58 or considerations so specified which are, or may be, relevant to the special merger situation concerned.
(2) Where the Secretary of State believes that it is or may be the case that two or more considerations specified in section 58 are relevant to a consideration of the special merger situation concerned, he may decide not to mention in the special intervention notice such of those considerations as he considers appropriate.
(3) A special intervention notice shall come into force when it is given and shall cease to be in force when the matter to which it relates is finally determined under this Chapter.
(4) For the purposes of this Part, a matter to which a special intervention notice relates is finally determined under this Chapter if-
(a) the time within which the OFT is to report to the Secretary of State under section 61 has expired and no such report has been made;
(b) the Secretary of State decides to accept an undertaking or group of undertakings under paragraph 3 of Schedule 7 instead of making a reference under section 62;
(c) the Secretary of State otherwise decides not to make a reference under that section;
(d) the Commission cancels such a reference under section 64(1);
(e) the time within which the Commission is to prepare a report under section 65 and give it to the Secretary of State has expired and no such report has been prepared and given to the Secretary of State;
(f) the time within which the Secretary of State is to make and publish a decision under section 66(2) has expired and no such decision has been made and published;
(g) the Secretary of State decides under subsection (2) of section 66 otherwise than as mentioned in subsection (5) of that section;
(h) the Secretary of State decides under subsection (2) of section 66 as mentioned in subsection (5) of that section but decides neither to accept an undertaking under paragraph 9 of Schedule 7 nor to make an order under paragraph 11 of that Schedule; or
(i) the Secretary of State decides under subsection (2) of section 66 as mentioned in subsection (5) of that section and accepts an undertaking under paragraph 9 of Schedule 7 or makes an order under paragraph 11 of that Schedule.
(5) For the purposes of this Part the time when a matter to which a special intervention notice relates is finally determined under this Chapter is-
(a) in a case falling within subsection (4)(a), (e) or (f), the expiry of the time concerned;
(b) in a case falling within subsection (4)(b), the acceptance of the undertaking or group of undertakings concerned;
(c) in a case falling within subsection (4)(c), (d) or (g), the making of the decision concerned;
(d) in a case falling within subsection (4)(h), the making of the decision neither to accept an undertaking under paragraph 9 of Schedule 7 nor to make an order under paragraph 11 of that Schedule; and
(e) in a case falling within subsection (4)(i), the acceptance of the undertaking concerned or (as the case may be) the making of the order concerned.
61
Initial investigation and report by OFT
(1) Subsection (2) applies where the Secretary of State has given a special intervention notice in relation to a special merger situation.
(2) The OFT shall, within such period as the Secretary of State may require, give a report to the Secretary of State in relation to the case.
(3) The report shall contain-
(a) advice from the OFT on the considerations relevant to the making of a reference under section 22 or 33 which are also relevant to the Secretary of State's decision as to whether to make a reference under section 62; and
(b) a summary of any representations about the case which have been received by the OFT and which relate to any consideration mentioned in the special intervention notice concerned and which is or may be relevant to the Secretary of State's decision as to whether to make a reference under section 62.
(4) The report shall include a decision as to whether the OFT believes (disregarding section 59(4)(b)) that it is, or may be, the case that a special merger situation has been created or (as the case may be) arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a special merger situation.
(5) The report may, in particular, include advice and recommendations on any consideration mentioned in the special intervention notice concerned and which is or may be relevant to the Secretary of State's decision as to whether to make a reference under section 62.
(6) The OFT shall carry out such investigations as it considers appropriate for the purposes of producing a report under this section.
62
Power of Secretary of State to refer the matter
(1) Subsection (2) applies where the Secretary of State-
(a) has given a special intervention notice in relation to a special merger situation; and
(b) has received a report of the OFT under section 61 in relation to the matter.
(2) The Secretary of State may make a reference to the Commission if he believes that it is or may be the case that-
(a) a special merger situation has been created;
(b) one or more than one consideration mentioned in the special intervention notice is relevant to a consideration of the special merger situation concerned; and
(c) taking account only of the relevant consideration or considerations concerned, the creation of that situation operates or may be expected to operate against the public interest.
(3) The Secretary of State may make a reference to the Commission if he believes that it is or may be the case that-
(a) arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a special merger situation;
(b) one or more than one consideration mentioned in the special intervention notice is relevant to a consideration of the special merger situation concerned; and
(c) taking account only of the relevant consideration or considerations concerned, the creation of that situation may be expected to operate against the public interest.
(4) No reference shall be made under this section if the making of the reference is prevented by section 69(1) or paragraph 4 of Schedule 7.
(5) The Secretary of State, in deciding whether to make a reference under this section, shall accept the decision of the OFT included in its report under section 61 by virtue of subsection (4) of that section.
(6) A reference under this section shall, in particular, specify-
(a) the subsection of this section under which it is made;
(b) the date on which it is made; and
(c) the consideration or considerations mentioned in the special intervention notice which the Secretary of State believes are, or may be, relevant to a consideration of the special merger situation concerned.
63
Questions to be decided on references under section 62
(1) The Commission shall, on a reference under section 62(2), decide whether a special merger situation has been created.
(2) The Commission shall, on a reference under section 62(3), decide whether arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a special merger situation.
(3) If the Commission decides that a special merger situation has been created or that arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a special merger situation, it shall, on a reference under section 62, decide whether, taking account only of the consideration or considerations mentioned in the reference, the creation of that situation operates or may be expected to operate against the public interest.
(4) The Commission shall, if it has decided on a reference under section 62 that the creation of a special merger situation operates or may be expected to operate against the public interest, decide the following additional questions-
(a) whether action should be taken by the Secretary of State under section 66 for the purpose of remedying, mitigating or preventing any of the effects adverse to the public interest which have resulted from, or may be expected to result from, the creation of the special merger situation concerned;
(b) whether the Commission should recommend the taking of other action by the Secretary of State or action by persons other than itself and the Secretary of State for the purpose of remedying, mitigating or preventing any of the effects adverse to the public interest which have resulted from, or may be expected to result from, the creation of the special merger situation concerned; and
(c) in either case, if action should be taken, what action should be taken and what is to be remedied, mitigated or prevented.
64
Cancellation and variation of references under section 62
(1) The Commission shall cancel a reference under section 62(3) if it considers that the proposal to make arrangements of the kind mentioned in that reference has been abandoned.
(2) The Commission may, if it considers that doing so is justified by the facts (including events occurring on or after the making of the reference concerned), treat a reference made under subsection (2) or (3) of section 62 as if it had been made under subsection (3) or (as the case may be) (2) of that section; and, in such cases, references in this Part to references under those enactments shall, so far as may be necessary, be construed accordingly.
(3) Where, by virtue of subsection (2), the Commission treats a reference made under subsection (2) or (3) of section 62 as if it had been made under subsection (3) or (as the case may be) (2) of that section, paragraphs 1, 2, 7 and 8 of Schedule 7 shall, in particular, apply as if the reference had been made under subsection (3) or (as the case may be) (2) of that section instead of under subsection (2) or (3) of that section.
(4) Subsection (5) applies in relation to any undertaking accepted under paragraph 1 of Schedule 7, or any order made under paragraph 2 of that Schedule, which is in force immediately before the Commission, by virtue of subsection (2), treats a reference made under subsection (2) or (3) of section 62 as if it had been made under subsection (3) or (as the case may be) (2) of that section.
(5) The undertaking or order shall, so far as applicable, continue in force as if-
(a) in the case of an undertaking or order which relates to a reference under subsection (2) of section 62, accepted or made in relation to a reference made under subsection (3) of that section; and
(b) in the case of an undertaking or order which relates to a reference made under subsection (3) of that section, accepted or made in relation to a reference made under subsection (2) of that section;
and the undertaking or order concerned may be varied, superseded, released or revoked accordingly.
(6) The Secretary of State may at any time vary a reference under section 62.
(7) The Secretary of State shall consult the Commission before varying any such reference.
(8) Subsection (7) shall not apply if the Commission has requested the variation concerned.
(9) No variation by the Secretary of State under this section shall be capable of altering the consideration or considerations specified in the reference or the period permitted by virtue of section 65 within which the report of the Commission under that section is to be prepared and given to the Secretary of State.
65
Investigations and reports on references under section 62
(1) The Commission shall prepare a report on a reference under section 62 and give it to the Secretary of State within the period permitted by virtue of this section.
(2) The report shall, in particular, contain-
(a) the decisions of the Commission on the questions which it is required to answer by virtue of section 63;
(b) its reasons for its decisions; and
(c) such information as the Commission considers appropriate for facilitating a proper understanding of those questions and of its reasons for its decisions.
(3) Sections 51 and 52 (but not section 53) shall apply for the purposes of a report under this section as they apply for the purposes of a report under section 50.
(4) The Commission shall carry out such investigations as it considers appropriate for the purpose of producing a report under this section.
66
Decision and enforcement action by Secretary of State
(1) Subsection (2) applies where the Secretary of State has received a report of the Commission under section 65 in relation to a special merger situation.
(2) The Secretary of State shall, in connection with a reference under section 62(2) or (3), decide the questions which the Commission is required to decide by virtue of section 63(1) to (3).
(3) The Secretary of State shall make and publish his decision under subsection (2) within the period of 30 days beginning with the receipt of the report of the Commission under section 65; and subsection (8) of section 54 shall apply for the purposes of this subsection as it applies for the purposes of subsection (5) of that section.
(4) In making his decisions under subsection (2), the Secretary of State shall accept the decisions of the report of the Commission under section 65 as to whether a special merger situation has been created or whether arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a special merger situation.
(5) Subsection (6) applies where the Secretary of State has decided under subsection (2) that-
(a) a special merger situation has been created or arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a special merger situation;
(b) at least one consideration which is mentioned in the special intervention notice concerned is relevant to a consideration of the special merger situation concerned; and
(c) taking account only of the relevant consideration or considerations concerned, the creation of that situation operates or may be expected to operate against the public interest;
and has so decided, and published his decision, within the period required by subsection (3).
(6) The Secretary of State may take such action under paragraph 9 or 11 of Schedule 7 as he considers to be reasonable and practicable to remedy, mitigate or prevent any of the effects adverse to the public interest which have resulted from, or may be expected to result from, the creation of the special merger situation concerned.
(7) In making a decision under subsection (6), the Secretary of State shall, in particular, have regard to the report of the Commission under section 65.
European mergers
67
Intervention to protect legitimate interests
(1) Subsection (2) applies where-
(a) the Secretary of State has reasonable grounds for suspecting that it is or may be the case that-
(i) a relevant merger situation has been created or that arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a relevant merger situation; and
(ii) a concentration with a Community dimension (within the meaning of the European Merger Regulations), or a part of such a concentration, has thereby arisen or will thereby arise;
(b) a reference which would otherwise be possible under section 22 or 33 is prevented from being made under that section in relation to the relevant merger situation concerned by virtue of Community law or anything done under or in accordance with it; and
(c) the Secretary of State is considering whether to take appropriate measures to protect legitimate interests as permitted by article 21(3) of the European Merger Regulations.
(2) The Secretary of State may give a notice to the OFT (in this section "a European intervention notice") if he believes that it is or may be the case that one or more than one public interest consideration is relevant to a consideration of the relevant merger situation concerned.
(3) A European intervention notice shall state-
(a) the relevant merger situation concerned;
(b) the public interest consideration or considerations which are, or may be, relevant to a consideration of the relevant merger situation concerned; and
(c) where any public interest consideration concerned is not finalised, the proposed timetable for finalising it.
(4) Where the Secretary of State believes that it is or may be the case that two or more public interest considerations are relevant to a consideration of the relevant merger situation concerned, he may decide not to mention in the intervention notice such of those considerations as he considers appropriate.
(5) No more than one European intervention notice shall be given under subsection (2) in relation to the same relevant merger situation.
(6) Where the Secretary of State has given a European intervention notice mentioning a public interest consideration which, at that time, is not finalised, he shall, as soon as practicable, take such action as is within his power to ensure that it is finalised.
(7) For the purposes of deciding whether a relevant merger situation has been created or whether arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a relevant merger situation, sections 23 to 32 (read together with section 34) shall apply for the purposes of this section as they do for the purposes of Chapter 1 but subject to subsection (8).
(8) In their application by virtue of subsection (7) sections 23 to 32 shall have effect as if-
(a) references in those sections to the decision-making authority were references to the Secretary of State;
(b) for paragraphs (a) and (b) of section 23(9) there were substituted ", in relation to the giving of a European intervention notice, the time when the notice is given";
(c) the references to the OFT in section 24(2)(a) and (b) included references to the Secretary of State;
(d) sections 25, 31 and 32 were omitted; and
(e) the references in sections 23 to 29 to the making of a reference or a reference were, so far as necessary, references to the giving of a European intervention notice or a European intervention notice.
(9) Section 42(3) shall, in its application to this section and section 68, have effect as if for the words "intervention notice" there were substituted "European intervention notice".
68
Scheme for protecting legitimate interests
(1) The Secretary of State may by order provide for the taking of action, where a European intervention notice has been given, to remedy, mitigate or prevent effects adverse to the public interest which have resulted from, or may be expected to result from, the creation of a European relevant merger situation.
(2) In subsection (1) "European relevant merger situation" means a relevant merger situation-
(a) which has been created or will be created if arrangements which are in progress or in contemplation are carried into effect;
(b) by virtue of which a concentration with a Community dimension (within the meaning of the European Merger Regulations), or a part of such a concentration, has arisen or will arise; and
(c) in relation to which a reference which would otherwise have been possible under section 22 or 33 was prevented from being made under that section by virtue of Community law or anything done under or in accordance with it.
(3) Provision made under subsection (1) shall include provision ensuring that considerations which are not public interest considerations mentioned in the European intervention notice concerned may not be taken into account in determining whether anything operates, or may be expected to operate, against the public interest.
(4) Provision made under subsection (1) shall include provision-
(a) applying with modifications sections 23 to 32 for the purposes of deciding for the purposes of this section whether a relevant merger situation has been created or whether arrangements are in progress or in contemplation which, if carried into effect, will result in the creation of a relevant merger situation;
(b) requiring the OFT to make a report to the Secretary of State before a reference is made;
(c) enabling the Secretary of State to make a reference to the Commission;
(d) requiring the Commission to investigate and report to the Secretary of State on such a reference;
(e) enabling the taking of interim and final enforcement action.
(5) An order under this section may include provision (including provision for the creation of offences and penalties, the payment of fees and the delegation of functions) corresponding to any provision made in, or in connection with, this Part in relation to intervention notices or special intervention notices and the cases to which they relate.
(6) In this section "European intervention notice" has the same meaning as in section 67.
Other
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Newspaper mergers
(1) No reference shall, subject to subsection (2), be made under section 22, 33, 45 or 62 in relation to a transfer of a newspaper or of newspaper assets to which section 58(1) of the Fair Trading Act 1973 (c. 41) applies.
(2) Subsection (1) does not apply in a case falling within section 59(2) of the Act of 1973.
(3) In this section "transfer of a newspaper or of newspaper assets" has the meaning given by section 57(2) of the Act of 1973.
70
Water mergers
(1) For sections 32 to 35 of the Water Industry Act 1991 (c. 56) (special provision for water merger references) there shall be substituted-
"32
Duty to refer merger of water or sewerage undertaking
Subject to section 33 below, it shall be the duty of the OFT to make a merger reference to the Competition Commission if the OFT believes that it is or may be the case-
(a) that arrangements are in progress which, if carried into effect, will result in a merger of any two or more water enterprises; or
(b) that such a merger has taken place otherwise than as a result of the carrying into effect of arrangements that have been the subject of a reference by virtue of paragraph (a) above.
33
Exclusion of small mergers from duty to make reference
(1) The OFT shall not make a merger reference under section 32 above in respect of any actual or prospective merger of two or more water enterprises if it appears to the OFT-
(a) that the value of the turnover of the water enterprise being taken over does not exceed or, as the case may be, would not exceed £10 million; or
(b) that the only water enterprises already belonging to the person making the take over are enterprises each of which has a turnover the value of which does not exceed or, as the case may be, would not exceed £10 million.
(2) For the purposes of subsection (1)(a) above, the value of the turnover of the water enterprise being taken over shall be determined by taking the total value of the turnover of the water enterprises ceasing to be distinct enterprises and deducting-
(a) the turnover of any water enterprise continuing to be carried on under the same ownership and control; or
(b) if there is no water enterprise continuing to be carried on under the same ownership and control, the turnover which, of all the turnovers concerned, is the turnover of the highest value.
(3) For the purposes of subsection (1)(b) above-
(a) every water enterprise ceasing to be a distinct enterprise and whose turnover is to be deducted by virtue of subsection (2)(a) or (b) above shall be treated as a water enterprise belonging to the person making the take over; and
(b) water enterprises shall be treated as separate enterprises so far as they are carried on by different companies holding appointments under Chapter 1 of this Part.
(4) For the purposes of this section the turnover of a water enterprise shall be determined in accordance with such provisions as may be specified in regulations made by the Secretary of State.
(5) Regulations under subsection (4) above may, in particular, make provision as to-
(a) the amounts which are, or which are not, to be treated as comprising an enterprise's turnover; and
(b) the date or dates by reference to which an enterprise's turnover is to be determined.
(6) Regulations under subsection (4) above may, in particular, make provision enabling the Secretary of State or the OFT to determine matters of a description specified in the regulations (including any of the matters mentioned in paragraphs (a) and (b) of subsection (5) above).
(7) The Secretary of State may by regulations amend subsection (1) above so as-
(a) to alter the sum for the time being mentioned in paragraph (a) of that subsection or otherwise to modify the condition set out in that paragraph; or
(b) to alter the sum for the time being mentioned in paragraph (b) of that subsection or otherwise to modify the condition set out in that paragraph.
(8) Regulations under subsection (7) above-
(a) shall not make any modifications in relation to mergers on or before the coming into force of the regulations; and
(b) may, in particular, include supplemental, consequential or transitional provision amending or repealing any provision of this section.
(9) References in this section to enterprises being carried on under the same ownership and control shall be construed in accordance with Part 3 of the 2002 Act.
34
Application of provisions of Enterprise Act 2002
The provisions of Schedule 4ZA to this Act shall have effect with respect to mergers of water enterprises.
35
Construction of merger provisions
(1) In this Chapter (including Schedule 4ZA)-
"enterprise" has the same meaning as in Part 3 of the 2002 Act; and
"water enterprise" means an enterprise carried on by a water undertaker.
(2) References in this Chapter (including Schedule 4ZA), in relation to any two or more enterprises, to the merger of those enterprises are references to those enterprises ceasing, within the meaning of Part 3 of the 2002 Act, to be distinct enterprises; and sections 27 and 29 of that Act and any provision made under section 34 of that Act (time at which enterprises cease to be distinct) shall have effect for the purposes of this Chapter (including Schedule 4ZA) as they have effect for the purposes of that Part.
(3) Nothing in sections 32 to 34 above (including Schedule 4ZA) shall prejudice any power of the OFT or the Secretary of State, in a case in which, or to any extent to which, the OFT is not required to make a reference under section 32 above, to make a reference under Part 3 of the 2002 Act in respect of any actual or prospective merger of two or more water enterprises.
(4) Where two or more enterprises have merged or will merge as part of transactions or arrangements which also involve an actual or prospective merger of two or more water enterprises, Part 3 of the 2002 Act shall apply in relation to the actual or prospective merger of the enterprises concerned excluding the water enterprises; and references in that Part to the creation of a relevant merger situation shall be construed accordingly.
(5) Subject to subsections (3) and (4), Part 3 of the 2002 Act shall not apply in a case in which the OFT is required to make a reference under section 32 above except as applied by virtue of Schedule 4ZA."
(2) Before Schedule 4A to the Act of 1991 there shall be inserted, as Schedule 4ZA, the Schedule set out in Schedule 6 to this Act.
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