The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009

231.—(1) Section 45 of that Act (appointment of director by Regulator) is amended as follows. U.K.

(2) In subsection (3)(b) M1 , for “memorandum or articles” substitute “ articles ”.

(3) In subsection (8) M2 , for “section 288(2) of the 1985 Act or Article 296(2) of the 1986 Order” substitute “ section 167(1)(a) of the Companies Act 2006 ”.

(4) In subsection (9) M3 , for “section 288(2) or Article 296(2)” substitute “ section 167(1)(a) ”.

(5) For subsections (11) and (12) substitute—

“(11) If default is made in complying with subsection (10) an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(12) A person guilty of an offence under subsection (11) is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.”.

Marginal Citations

M1 Section 45(3)(b) was amended by S.I. 2008/948, Schedule 1, paragraph 234(1) and (4).

M2 Section 45(8) was amended by S.I. 2007/1093 (C.49), Schedule 4, paragraph 13(a).

M3 Section 45(9) was amended by S.I. 2007/1093 (C.49), Schedule 4, paragraph 13(b).