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Quoted and unquoted company meaning

What does Quoted and unquoted company mean?
In legal practice, this term distinguishes companies whose equity shares are admitted to an official stock market listing from those that are not, a status that drives corporate reporting, governance and securities regulation. UK: “Quoted company” has a statutory meaning in the Companies Act 2006 for specific provisions (including directors’ remuneration reporting). Broadly, it covers a company whose equity share capital is included in the UK Official List or in certain comparable official listings. Companies admitted to trading only on multilateral trading facilities such as AIM or the AQSE Growth Market are not “quoted” for this statutory purpose. A company that does not meet the statutory test is “unquoted”. Usage is consistent across England & Wales, Scotland and Northern Ireland. Ireland: Practice is broadly similar, but legislation more commonly uses “traded company” for issuers admitted to trading on a regulated market (for example, the Main Securities Market of Euronext Dublin). Companies on Euronext Growth are typically treated as unquoted. Key significance: whether a company is quoted or unquoted affects directors’ reports and remuneration disclosures, application of listing/market rules, takeover and shareholder disclosure regimes, and the treatment of shares for certain tax and valuation purposes. Always check the relevant statute, rules or code.
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View the related Practice Notes about Quoted and unquoted company

PRACTICE NOTES
Publication, laying and website disclosure of UK companies' annual accounts and reports: Companies Act 2006, FCA DTR/Listing Rules, UKCG Code and AIM Rules—timing, signatures, penalties, NSM and ESEF

Rules and guidance The principal rules on publishing and laying a company’s annual accounts and reports appear in Part 15 of the Companies Act 2006 (CA 2006). For these purposes, a company’s annual accounts and reports comprise: the annual accounts the directors' report the strategic report (unless the company is not obliged to prepare one) the directors' remuneration report, which may include a directors’ remuneration policy, and any separate corporate governance statement not included in the directors' report (for a quoted company) the auditor’s report on the accounts, the directors’ report, the strategic report, the auditable part of any directors’ remuneration report and any separate corporate governance statement (unless the company qualifies for audit exemption) Certain statutory requirements governing publication and laying differ according to whether the company is public or private, and whether it is quoted or unquoted. Quoted companies cover UK companies with shares listed in the UK or in another EEA state; AIM companies do...

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PRACTICE NOTES
Auditor ceasing to hold office: UK notification duties to audit and accounting authorities, timelines, exemptions and offences (public interest and non-public interest companies)

Background There are statutory provisions on the notices and statements that must be given on an auditor ceasing to hold office. Section 18 and Schedule 5 of the Deregulation Act 2015 (DA 2015), which came into force on 1 October 2015, introduced a number of changes in relation to auditors, which include the statutory provisions dealing with the notices and statements required on an auditor ceasing to hold office. The amendments have effect in relation to financial years beginning on or after 1 October 2015. For the purpose of the notices and statements required on an auditor ceasing to hold office, DA 2015 amended the Companies Act 2006 (CA 2006) to make a distinction between public interest companies and non-public interest companies (each being treated slightly differently), rather than the distinction between quoted companies and unquoted companies (again, each being treated slightly differently) which applied before DA 2015 amended the CA 2006...

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PRACTICE NOTES
UK tax: share buybacks by unquoted trading companies and holding companies of trading groups - capital treatment conditions, anti-avoidance, substantial reduction and connection tests, HMRC clearances and returns

If a company undertakes a share buyback itself, or via an intermediary acting as the company’s agent, the usual tax position for a UK-resident shareholder is that the transaction is regarded, for UK tax purposes at the time of repurchase, as both: a disposal of their shares for chargeable gains purposes, and the receipt of an income distribution Beyond that, the precise treatment differs slightly according to whether the shareholder is an individual or a corporate owner. For further detail on these differences, see Practice Notes: Tax consequences of share buybacks—main rules and Tax consequences of share buybacks—calculating the income capital split. However, special provisions can apply to repurchases by certain unquoted companies. These rules can prevent any of the consideration from being treated as a distribution in the hands of a particular UK-resident shareholder. Under those provisions, the whole sum received by that shareholder is treated as disposal proceeds for CGT/corporation tax on chargeable gains purposes. The comparative advantages of this—ie...

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View the related UK Parliament Acts about Quoted and unquoted company

UK PARLIAMENT ACTS
361 Meaning of “quoted company”

In this Part “quoted company” has the same meaning as in Part 15 of this Act.

UK PARLIAMENT ACTS
385 Quoted and unquoted companies

(1)     For the purposes of this Part a company is a quoted company in relation to a financial year if it is a quoted company immediately before the end of the accounting reference period by reference to which that financial year was determined.(2)     A “quoted company” means a company whose equity share capital—(a)     has been included in the official list in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000 (c 8), or(b)     is officially listed in an EEA State, or(c)     is admitted to