Economic Crime and Corporate Transparency Act 2023

Section 49

SCHEDULE 1 Register of members: consequential amendments

1 The Companies Act 2006 is amended as follows.

2 In section 112 (the members of a company), omit subsection (3).

3 (1) Section 127 (register to be evidence) is amended as follows.

(2) The existing text becomes subsection (1).

(3) In that subsection “for section 128H” substitute “subsection (2)”.

(4) After that subsection insert—

“(2) The central register is prima facie evidence of any matters about which a company was required to deliver information to the registrar under Chapter 2A by virtue of an election under section 128B at any time before the repeal of that Chapter (including that section) by the Economic Crime and Corporate Transparency Act 2023.

(3) Subsection (2) does not apply to information required to be included in a statement under section 128B(5)(b) or in any updated statement under section 128B(6) before their repeal by that Act.

(4) In this section “the central register” means the register kept by the registrar (see section 1080).”

4 In section 129 (overseas branch registers), omit subsection (6).

5 In section 286 (votes of joint holders of shares), in subsection (2), omit the words from “(or” to “section 1080)”.

6 In section 311 (contents of notices of meetings), in subsection (3)(b)(i), omit the words from “(or” to “section 1080)”.

7 In section 360B (traded companies: requirements for participating in and voting at general meetings), omit subsection (5).

8 In section 554 (registration of allotment), omit subsection (2A).

9 In section 558 (when shares are allotted), omit the words from “(or” to “registrar)”.

10 In section 588 (liability of subsequent holders of shares), in subsection (3)(a), omit the words from “(or” to “registrar)”.

11 In section 605 (liability of subsequent holders of shares), in subsection (4)(a), omit the words from “(or” to “registrar)”.

12 In section 616 (interpretation of Chapter 7), in subsection (3), omit the words from “(or” to “registrar)”.

13 In section 655 (shares no bar to damages against company), omit the words from “(or” to “registrar)”.

14 In section 724 (Treasury shares), in subsection (4), omit the words from “(or” to “Part 8)”.

15 In section 770 (registration of transfer), omit subsection (3).

16 In section 771 (procedure on transfer being lodged), omit subsection (2A).

17 In section 772 (transfer of shares on application of transferor)—

(a) omit the words from “(or” to “Part 8)”;

(b) omit “(or delivery)”.

18 In section 786 (provision enabling or requiring arrangements to be adopted), in subsection (3)(a), omit the words from “(or” to “Part 8)”.

19 In section 853B (duties to notify a relevant event), omit paragraph (b).

20 In section 853F (duty to deliver shareholder information: non-traded companies), in subsection (1), omit paragraph (b) and the “and” before it.

21 In section 1028A (administrative restoration of company with share warrants), in subsection (7), omit paragraph (b) and the “or” before it.

22 In section 1032A (restoration by court of company with share warrants), in subsection (8), omit paragraph (b) and the “or” before it.

23 (1) Section 1081 (annotation of the register) is amended as follows.

(2) Omit subsection (1A).

(3) In subsection (6), omit “or (1A)”.

24 In section 1136 (regulations about where certain company records to be kept available for inspection), in subsection (2), omit the entry for section 128D (historic register of members).

25 In Schedule 5 (communications by a company), in paragraph 16, omit sub-paragraph (3A).