Companies Consolidation (Consequential Provisions) Act 1985

31 Continuity of law

(1) In this section—

(a) " the new Acts " means the principal Act, the [1985 c. 8.] Company Securities (Insider Dealing) Act 1985, the [1985 c. 7.] Business Names Act 1985 and this Act;

(b) " the old Acts " means the Companies Acts 1948 to 1983 and any other enactment which is repealed by this Act and replaced by a corresponding provision in the new Acts ; and

(c) " the commencement date " means 1st July 1985.

(2) So far as anything done or treated as done under or for the purposes of any provision of the old Acts could have been done under or for the purposes of the corresponding provision of the new Acts, it is not invalidated by the repeal of that provision but has effect as if done under or for the purposes of the corresponding provision; and any order, regulation or other instrument made or having effect under any provision of the old Acts shall, in so far as its effect is preserved by this subsection, be treated for all purposes as made and having effect under the corresponding provision.

(3) Where any period of time specified in a provision of the old Acts is current immediately before the commencement date, the new Acts have effect as if the corresponding provision had been in force when the period began to run; and (without prejudice to the foregoing) any period of time so specified and current is deemed for the purposes of the new Acts—

(a) to run from the date or event from which it was running immediately before the commencement date, and

(b) to expire (subject to any provision of the new Acts for its extension) whenever it would have expired if the new Acts had not been passed ;

and any rights, priorities, liabilities, reliefs, obligations, requirements, powers, duties or exemptions dependent on the beginning, duration or end of such a period as above mentioned shall be under the new Acts as they were or would have been under the old.

(4) Where in any provision of the new Acts there is a reference to another provision of those Acts, and the first-mentioned provision operates, or is capable of operating, in relation to things done or omitted, or events occurring or not occurring, in the past (including in particular past acts of compliance with any enactment, failures of compliance, contraventions, offences and convictions of offences), the reference to that other provision is to be read as including a reference to the corresponding provision of the old Acts.

(5) A contravention of any provision of the old Acts committed before the commencement date shall not be visited with any severer punishment under or by virtue of the new Acts than would have been applicable under that provision at the time of the contravention; but—

(a) where an offence for the continuance of which a penalty was provided has been committed under any provision of the old Acts, proceedings may be taken under the new Acts in respect of the continuance of the offence after the commencement date in the like manner as if the offence had been committed under the corresponding provision of the new Acts ; and

(b) the repeal of any transitory provision of the old Acts (not replaced by any corresponding provision of the new Acts) requiring a thing to be done within a certain time does not affect a person's continued liability to be prosecuted and punished in respect of the failure, or continued failure, to do that thing.

(6) A reference in any enactment, instrument or document (whether express or implied, and in whatever phraseology) to a provision (whether first in force before or after the Act of 1948 or contained in that Act) which is replaced by a corresponding provision of the new Acts is to be read, where necessary to retain for the enactment, instrument or document the same force and effect as it would have had but for the passing of the new Acts, as, or as including, a reference to that corresponding provision.

(7) The generality of subsection (6) is not affected by any specific conversion of references made by this Act, nor by the inclusion in any provision of the new Acts of a reference (whether express or implied, and in whatever phraseology) to the provision of the old Acts corresponding to that provision, or to a provision of the old Acts which is replaced by a corresponding provision of the new.

(8) Nothing in the new Acts affects—

(a) the registration or re-registration of any company under the former Companies Acts, or the continued existence of any company by virtue of such registration or re-registration ; or

(b) the application of—

(i) Table B in the [19 & 20 Vict. c. 47.] Joint Stock Companies Act 1856, or

(ii) Table A in the [25 & 26 Vict. c. 89.] Companies Act 1862, the [8 Edw. 7 c. 69.] Companies (Consolidation) Act 1908, the [1929 c. 23.] Companies Act 1929 or the [1948 c. 38.] Companies Act 1948,

to any company existing immediately before the commencement date ;

(c) the operation of any enactment providing for any partnership, association or company being wound up, or being wound up as a company or as an unregistered company under any of the former Companies Acts.

(9) Anything saved from repeal by section 459 of the Act of 1948 and still in force immediately before the commencement date remains in force notwithstanding the repeal of the whole of that Act.

(10) Where any provision of the new Acts was, immediately before the commencement date, contained in or given effect by a statutory instrument (whether or not made under a power in any of the old Acts), then—

(a) the foregoing provisions of this section have effect as if that provision was contained in the old Acts, and

(b) insofar as the provision was, immediately before that date, subject to a power (whether or not under the old Acts) of variation or revocation, nothing in the new Acts is to be taken as prejudicing any future exercise of the power.

(11) The provisions of this section are without prejudice to the operation of sections 16 and 17 of the [1978 c. 20.] Interpretation Act 1978 (savings from, and effect of, repeals); and for the purposes of section 17(2) of that Act (construction of references to enactments repealed and replaced ; continuity of powers preserved in repealing enactment), any provision of the old Acts which is replaced by a provision of the principal Act, the [1985 c. 8.] Company Securities (Insider Dealing) Act 1985 or the [1985 c. 7.] Business Names Act 1985 is deemed to have been repealed and re-enacted by that one of the new Acts and not by this Act.