Miscellaneous and general

C2C3C520C1 Admissibility in evidence of statements.

F11

In any proceedings (whether or not under this Act), any statement made in pursuance of a requirement imposed by or under sections F375A, 6 to 10, 12C, 15 to 15C or 19(c) of, or Schedule 1 to, this Act, or by or under rules made for the purposes of this Act under the Insolvency Act F21986, may be used in evidence against any person making or concurring in making the statement.

F32

However, in criminal proceedings in which any such person is charged with an offence to which this subsection applies—

a

no evidence relating to the statement may be adduced, and

b

no question relating to it may be asked,

by or on behalf of the prosecution, unless evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that person.

3

Subsection (2) applies to any offence other than—

a

an offence which is—

i

created by rules made for the purposes of this Act under the Insolvency Act F41986, and

ii

designated for the purposes of this subsection by such rules or by regulations made by the Secretary of State;

b

an offence which is—

i

created by regulations made under any such rules, and

ii

designated for the purposes of this subsection by such regulations;

c

an offence under section 5 of the M1Perjury Act 1911 (false statements made otherwise than on oath); or

d

an offence under section 44(2) of the M2Criminal Law (Consolidation) (Scotland) Act 1995 (false statements made otherwise than on oath).

4

Regulations under subsection (3)(a)(ii) shall be made by statutory instrument and, after being made, shall be laid before each House of Parliament.

20AF23Legal professional privilege

In proceedings against a person for an offence under this Act nothing in this Act is to be taken to require any person to disclose any information that he is entitled to refuse to disclose on grounds of legal professional privilege (in Scotland, confidentiality of communications).

21 Interaction with Insolvency Act F51986 .

1

References in this Act to the official receiver, in relation to the winding up of a company or the bankruptcy of an individual, are to any person who, by virtue of section 399 of the Insolvency Act F61986 , is authorised to act as the official receiver in relation to that winding up or bankruptcy; and, in accordance with section 401(2) of that Act, references in this Act to an official receiver includes a person appointed as his deputy.

2

Sections F71AF385A, 6 to 10, 12C to 15C, 19(c) and 20 of, and Schedule 1 to, this Act F7and sections 1 and 17 of this Act as they apply for the purposes of those provisions are deemed included in Parts I to VII of the Insolvency Act F61986 for the purposes of the following sections of that Act—

  • section 411 (power to make insolvency rules);

  • section 414 (fees orders);

  • section 420 (orders extending provisions about insolvent companies to insolvent partnerships);

  • section 422 (modification of such provisions in their application to recognised banks); . . . F8

3

Section 434 of that Act (Crown application) applies to sections F91AF385A, 6 to 10, 12C to 15C, 19(c) and 20 of, and Schedule 1 to, this Act F9and sections 1 and 17 of this Act as they apply for the purposes of those provisions as it does to the provisions of that Act which are there mentioned.

F104

For the purposes of summary proceedings in Scotland, section 431 of that Act applies to summary proceedings for an offence under section 11 or 13 of this Act as it applies to summary proceedings for an offence under Parts I to VII of the Act.

21AF24Bank insolvency

Section 121 of the Banking Act 2009 provides for this Act to apply in relation to bank insolvency as it applies in relation to liquidation.

21BF25Bank administration

Section 155 of the Banking Act 2009 provides for this Act to apply in relation to bank administration as it applies in relation to liquidation.

21CF26Building society insolvency and special administration

Section 90E of the Building Societies Act 1986 provides for this Act to apply in relation to building society insolvency and building society special administration as it applies in relation to liquidation.

22C4 Interpretation.

1

This section has effect with respect to the meaning of expressions used in this Act, and applies unless the context otherwise requires.

F112

“Company” means—

a

a company registered under the Companies Act 2006 in Great Britain, or

b

a company that may be wound up under Part 5 of the Insolvency Act 1986 (unregistered companies).

F392A

An “overseas company” is a company incorporated or formed outside Great Britain.

3

Section 247 in Part VII of the Insolvency Act F121986(interpretation for the first Group of Parts of that Act) applies as regards references to a company’s insolvency and to its going into liquidation; and “administrative receiver” has the meaning given by section 251 of that Act F13and references to acting as an insolvency practitioner are to be read in accordance with section 388 of that Act.

4

“Director” includes any person occupying the position of director, by whatever name called F14. . ..

5

“Shadow director”, in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act F36, but so that a person is not deemed a shadow director by reason only that the directors act—

a

on advice given by that person in a professional capacity;

b

in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under an enactment;

c

in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975).

F156

“Body corporate” and “officer” have the same meaning as in the Companies Acts (see section 1173(1) of the Companies Act 2006).

F167

“The Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006.

F178

Any reference to provisions, or a particular provision, of the Companies Acts or the Insolvency Act 1986 includes the corresponding provisions or provision of corresponding earlier legislation.

F189

Subject to the provisions of this section, expressions that are defined for the purposes of the Companies Acts F19(see section 1174 of, and Schedule 8 to, the Companies Act 2006) have the same meaning in this Act.

F2010

Any reference to acting as receiver—

a

includes acting as manager or as both receiver and manager, but

b

does not include acting as administrative receiver;

and “receivership” is to be read accordingly.

22AF21 Application of Act to building societies.

1

This Act applies to building societies as it applies to companies.

2

References in this Act to a company, or to a director or an officer of a company include, respectively, references to a building society within the meaning of the Building Societies Act 1986 or to a director or officer, within the meaning of that Act, of a building society.

3

In relation to a building society the definition of “shadow director” in section 22(5) applies with the substitution of “building society” for “company”.

F513A

In relation to a building society, this Act applies as if—

a

sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) were omitted;

b

references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent were omitted.

F404

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22BF22Application of Act to incorporated friendly societies.

1

This Act applies to incorporated friendly societies as it applies to companies.

2

References in this Act to a company, or to a director or an officer of a company include, respectively, references to an incorporated friendly society within the meaning of the Friendly Societies Act 1992 or to a member of the committee of management or officer, within the meaning of that Act, of an incorporated friendly society.

3

In relation to an incorporated friendly society every reference to a shadow director shall be omitted.

F413A

In relation to an incorporated friendly society, this Act applies as if F52—

a

sections 6(1)(a)(ii) and (3)(d), 7(2)(b) and 8ZA to 8ZE were omitted;

b

references in sections 7(4)(a) and 15A(3)(b) to a company which has been dissolved without becoming insolvent were omitted.

F424

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22CF27Application of Act to NHS foundation trusts

1

This Act applies to NHS foundation trusts as it applies to companies within the meaning of this Act.

2

References in this Act to a company, or to a director or officer of a company, include, respectively, references to an NHS foundation trust or to a director or officer of the trust; but references to shadow directors are omitted.

F532A

In relation to an NHS foundation trust, this Act applies as if—

a

sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) were omitted;

b

references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent were omitted.

F433

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F4422DApplication of Act to open-ended investment companies

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22EF29F31Application of Act to registered societies

F321

In this section “registered society” has the same meaning as in the Co-operative and Community Benefit Societies Act 2014 (“the 2014 Act”).

2

This Act applies to registered societies as it applies to companies.

3

Accordingly, in this Act—

a

references to a company include a registered society, and

b

references to a director or an officer of a company include a member of the committee or an officer of a registered society.

In paragraph (b) “committee” and “officer” have the same meaning as in F33the 2014 Act: see section 149 of that Act.

4

As they apply in relation to registered societies, the provisions of this Act have effect with the following modifications—

a

in section 2(1) (disqualification on conviction of indictable offence), the reference to striking off includes cancellation of the registration of a society under F34the 2014 Act;

b

in section 3 (disqualification for persistent breaches) and section 5 (disqualification on summary conviction), references to the companies legislation shall be read as references to the legislation relating to registered societies;

F45c

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d

references to the registrar shall be read as references to the F30Financial Conduct Authority;

e

references to a shadow director shall be disregarded

F54f

sections 6(1)(a)(ii) and (3)(d), 7(2)(b) and 8ZA to 8ZE are to be disregarded;

g

references in sections 7(4)(a) and 15A(3)(b) to a company which has been dissolved without becoming insolvent are to be disregarded.

F465

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F356

The legislation relating to registered societies” means the Credit Unions Act 1979 and the Co-operative and Community Benefit Societies Act 2014.

22FF28Application of Act to charitable incorporated organisations

1

This Act applies to charitable incorporated organisations (“CIOs”) as it applies to companies.

2

Accordingly, in this Act—

a

references to a company are to be read as including references to a CIO;

b

references to a director or an officer of a company are to be read as including references to a charity trustee of a CIO; and

c

any reference to the Insolvency Act 1986 is to be read as including a reference to that Act as it applies to CIOs.

3

As they apply in relation to CIOs, the provisions of this Act have effect with the following modifications—

a

in section 2(1), the reference to striking off is to be read as including a reference to dissolution;

b

in section 4(1)(a), the reference to an offence under section 993 of the Companies Act 2006 is to be read as including a reference to an offence under regulation 60 of the Charitable Incorporated Organisations (General) Regulations 2012(fraudulent trading);

F55ba

sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) are to be disregarded;

bb

references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent are to be disregarded;

c

sections 9A to 9E are to be disregarded;

d

references to any of sections 9A to 9E are to be disregarded;

e

references to a shadow director are to be disregarded.

F474

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

In this section “charity trustees” has the meaning given by section 177 of the Charities Act 2011.

22GF50Application of Act to further education bodies

1

This Act applies to further education bodies as it applies to companies.

2

Accordingly, in this Act—

a

references to a company are to be read as including references to a further education body;

b

references to a director or an officer of a company are to be read as including references to a member of a further education body;

c

any reference to the Insolvency Act 1986 is to be read as including a reference to that Act as it applies to further education bodies.

3

As they apply in relation to further education bodies, the provisions of this Act have effect with the following modifications—

a

in section 2(1), the reference to striking off is to be read as including a reference to dissolution;

F56aa

sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) are to be disregarded;

ab

references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent are to be disregarded;

b

sections 9A to 9E are to be disregarded;

c

references to any of sections 9A to 9E are to be disregarded.

4

In this section—

  • “further education body” means—

    1. a

      a further education corporation, or

    2. b

      a sixth form college corporation;

  • “further education corporation” means a body corporate that—

    1. a

      is established under section 15 or 16 of the Further and Higher Education Act 1992, or

    2. b

      has become a further education corporation by virtue of section 33D or 47 of that Act;

  • “sixth form college corporation” means a body corporate—

    1. a

      designated as a sixth form college corporation under section 33A or 33B of the Further and Higher Education Act 1992, or

    2. b

      established under section 33C of that Act.

22HF49Application of Act to protected cell companies

1

In this section—

a

“protected cell company” means a protected cell company incorporated under Part 4 of the Risk Transformation Regulations 2017 which has its registered office in England and Wales (or Wales) or Scotland; and

b

a reference to a part of a protected cell company is a reference to the core or a cell of the protected cell company (see regulations 42 and 43 of the Risk Transformation Regulations 2017).

2

This Act applies to protected cell companies as it applies to companies.

3

Accordingly, in this Act, references to a company are to be read as including references to a protected cell company.

4

As they apply in relation to protected cell companies, the provisions of this Act have effect with the following modifications—

F57za

sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) are to be disregarded;

zb

references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent are to be disregarded;

a

references to the administration, insolvency, liquidation or winding up of a company are to be read as references to the administration, insolvency, liquidation or winding up of a part of a protected cell company;

b

references to striking off are to be read as including references to dissolution;

c

references to a director of a company which is or has been insolvent are to be read as references to the director of a protected cell company, a part of which is or has been insolvent;

d

references to a director of a company which is being or has been wound up are to be read as references to the director of a protected cell company, a part of which is being or has been wound up;

e

references to the court with jurisdiction to wind up a company are to be read as references to the court with jurisdiction to wind up the parts of a protected cell company;

f

references to the companies legislation are to be read as references to Part 4 of, and Schedules 1 to 3 to, the Risk Transformation Regulations 2017;

g

references to the Insolvency Act 1986 are to be read as references to that Act as applied by Part 4 of, and Schedules 1 to 3 to, the Risk Transformation Regulations 2017;

h

references to section 452 and 456 of the Companies Act 2006 are to be read as references to those sections as applied by regulation 163 of the Risk Transformation Regulations 2017;

i

references to the registrar of companies are to be read as references to the Financial Conduct Authority; and

j

references to an overseas company include references to a protected cell company incorporated under the Risk Transformation Regulations 2017 which has its registered office in Northern Ireland.

5

Where two or more parts of a protected cell company are or have been insolvent, then sections 6 to 7A and 8ZA to 8ZC apply in relation to each part separately.

6

A contribution to the assets of a protected cell company given in accordance with a compensation order under section 15A(1) or a compensation undertaking under section 15A(2) is to be held by the protected cell company on behalf of the part of the protected cell company specified in the order or undertaking.

23 Transitional provisions, savings, repeals.

1

The transitional provisions and savings in Schedule 3 to this Act have effect, and are without prejudice to anything in the M3Interpretation Act 1978 with regard to the effect of repeals.

2

The enactments specified in the second column of Schedule 4 to this Act are repealed to the extent specified in the third column of that Schedule.

24 Extent.

1

This Act extends to England and Wales and to Scotland.

F482

Subsections (1) to (2A) of section 11 also extend to Northern Ireland.

25 Commencement.

This Act comes into force simultaneously with the Insolvency Act 1986.

26 Citation.

This Act may be cited as the Company Directors Disqualification Act 1986.