The Companies (Cross-Border Mergers) Regulations 2007

Regulation 4(6)

SCHEDULE 1 U.K. Transitional modifications where provisions of Companies Act 2006 not in force

Regulation 3(1) U.K.

1.—(1) Regulation 3(1) is modified as follows.

(2) In the definition of “member”, until the entry into force of section 112 of the Companies Act 2006 for “section 112 of the Companies Act 2006” substitute “ section 22 of the Companies Act 1985 M1 or Article 32 of the Companies (Northern Ireland) Order 1986 M2 ”.

(3) In the definition of “registrar of companies”, until the entry into force of section 1060 of the 2006 Act for “section 1060 of the Companies Act 2006” substitute “ section 744 of the Companies Act 1985 M3 or Article 2 of the Companies (Northern Ireland) Order 1986 M4 ”.

(4) In the definition of “treasury shares”, until the entry into force of section 724 of the Companies Act 2006 for “section 724 of the Companies Act 2006” substitute “ section 162A of the Companies Act 1985 M5 or Article 172A of the Companies (Northern Ireland) Order 1986 M6 ”.

(5) In the definition of “UK company”, until the entry into force of section 1 of the Companies Act 2006 for “section 1 of the Companies Act 2006” substitute “ section 735 of the Companies Act 1985 or Article 3 of the Companies (Northern Ireland) Order 1986 ”.

Marginal Citations

M1 1985 c.6.

M2 S.I. 1986/1032 (N.I. 6).

M3 Section 744 has been amended on a number of occasions, but none of the amendments are relevant to these Regulations.

M4 Article 2 has been amended on a number of occasions, but none of the amendments are relevant to these Regulations.

M5 Section 162A was inserted by regulation 3 of the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (S.I. 2003/1116).

M6 Article 172A was inserted by regulation 3 of the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations (Northern Ireland) 2004 (S.R. 2004/275).

Regulation 4 U.K.

2.—(1) Regulation 4 is modified as follows.

(2) Until the entry into force of section 1081 of the Companies Act 2006 (annotation of the register), omit paragraph (1)(a).

(3) Until the entry into force of section 1112 of the Companies Act 2006 (offence of false statement to registrar), omit paragraph (1)(c).

(4) Until the entry into force of section 1113 of the Companies Act 2006 (enforcement of a company's filing obligations)—

(a) omit paragraph (1)(d); and

(b) after paragraph (4) insert—

“(4A) Section 713 of the Companies Act 1985 or Article 662 of the Companies (Northern Ireland) Order 1986 (enforcement of company's duty to make returns) applies for the purposes of these Regulations as it applies for the purposes of the Companies Acts.”.

(5) Until the entry into force of sections 1121 to 1123 of the Companies Act 2006 (liability of officer in default)—

(a) omit paragraph (1)(e); and

(b) after paragraph (4A) insert—

“(4B) Section 730A of the Companies Act 1985 M7 or Article 678(5) of the Companies (Northern Ireland) Order 1986 M8 (meaning of “officer in default”) applies to offences under these Regulations as it applies to offences under that Act or that Order.”.

(6) Until the entry into force of section 1125 of the Companies Act 2006 (meaning of “daily default fine”)—

(a) omit paragraph (1)(f); and

(b) after paragraph (4B) insert—

“(4C) Section 730(4) of the Companies Act 1985 or Article 678(4) of the Companies (Northern Ireland) Order 1986 (meaning of daily default fine) applies for the purposes of these Regulations as it applies for the purposes of Schedule 24 to that Act or Schedule 23 to that Order.”.

(7) Until the entry into force of sections 1127 and 1128 of the Companies Act 2006 (summary proceedings)—

(a) omit paragraph (1)(g); and

(b) after paragraph (4C) insert—

“(4D) Section 731 of the Companies Act 1985 M9 or Article 679 of the Companies (Northern Ireland) Order 1986 M10 (summary proceedings) applies to offences under these Regulations as it applies to offences under that Act or that Order.”.

(8) Until the entry into force of section 1129 of the Companies Act 2006 (legal professional privilege)—

(a) omit paragraph (1)(h); and

(b) after paragraph (4D) insert—

“(4E) Section 732(3) of the Companies Act 1985 M11 or Article 680(3) of the Companies (Northern Ireland) Order 1986 M12 (legal professional privilege) applies to proceedings for an offence under these Regulations as it applies to proceedings instituted under the Companies Acts by the Director of Public Prosecutions or by or on behalf of the Secretary of State or the Lord Advocate, or proceedings instituted under the 1986 Order by the Director of Public Prosecutions for Northern Ireland or by or on behalf of the Department of Economic Development.”.

(9) Until the entry into force of section 1130 of the Companies Act 2006 (proceedings against unincorporated bodies)—

(a) omit paragraph (1)(i); and

(b) after paragraph (4E) insert—

“(4F) Section 734 of the Companies Act 1985 M13 or Article 680B of the Companies (Northern Ireland) Order 1986 M14 (summary proceedings) applies to offences under these Regulations as it applies to offences under that Act or that Order.”.

Marginal Citations

M7 Section 730A was inserted by paragraph 13 of Schedule 4 to the Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194 (C. 84)).

M8 Article 678(5) was amended by Article 78 of and paragraph 16 of Schedule 5 to the Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10)).

M9 Section 731 was amended by the Criminal Procedure (Consequential Provisions) (Scotland) Act 1995 (c.40), section 5 and Schedule 4, paragraph 56(3).

M10 Article 679 was amended by regulation 4 of and Part I of Schedule 2 to the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. 2004/307).

M11 Section 732(3) was amended by the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27), section 25 and Schedule 2, paragraphs 16 and 22(c).

M12 Article 680(3) was amended by regulation 4 of and Part I of Schedule 2 to the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. 2004/307).

M13 Section 734 has been amended on a number of occasions, most recently by the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27), section 25 and Schedule 2, paragraphs 5 and 9(a).

M14 Article 680B was amended by regulation 4 of and Part I of Schedule 2 to the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. 2004/307) and by sections 11 and 25 of and Schedule 2 to the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27).

Regulations 7 and 20 U.K.

3.  Until the entry into force of Chapter 2 of Part 3 of the Companies Act 2006 (a company's articles of association), the references in regulations 7 and 20 to a company's articles include the company's memorandum of association.

Regulation 9 U.K.

4.—(1) Until the entry into force of Part 42 of the Companies Act 2006 (statutory auditors), regulation 9 is modified as follows.

(2) For paragraph (7)(a) substitute—

“(a) is eligible for appointment as a company auditor in accordance with section 25 of the Companies Act 1989 M15 or Article 28 of the Companies (Northern Ireland) Order 1990 M16 ;”.

(3) For paragraph (8)(a) and (b) substitute—

“(a) a person is not independent if, by virtue of section 27 of the Companies Act 1989 or Article 30 of the Companies (Northern Ireland) Order 1990, he would not be able to act as company auditor of all the merging companies; and

(b) section 27 of the Companies Act 1989 or Article 30 of the Companies (Northern Ireland) Order 1990 applies in relation to all the merging companies as if they were companies within the meaning of Part 2 of that Act or Part 3 of that Order.”.

Marginal Citations

M15 1989 c.40.

M16 S.I. 1990/593 (N.I. 5).

Regulations 12 and 19 U.K.

5.  Until the entry into force of section 1098 of the Companies Act 2006 (public notice of removal of certain material from register)), omit regulation 12(6)(g) and regulation 19(4)(i).

Regulation 40 U.K.

6.—(1) Until the entry into force of Part 26 (arrangements and reconstructions) and Part 27 (mergers and divisions of public companies) of the Companies Act 2006, regulation 40 is modified as follows.

(2) In paragraph (1)—

(a) in the opening words, for “section 899 of the Companies Act 2006” substitute “ section 425(2) of the Companies Act 1985 M17 or Article 418(2) of the Companies (Northern Ireland) Order 1986 M18 ”;

(b) in sub-paragraph (a), for “section 900 of that Act” substitute “ section 427 of that Act or Article 420 of that Order ”;

(c) in sub-paragraph (b), for “sections 902 and 903 and Chapter 2 of Part 27 of that Act” substitute “ section 427A(1) and Cases 1 and 2 in section 427A(2) of that Act M19 or Article 420A(1) and Cases 1 and 2 in Article 420A(2) of that Order M20 ”.

(3) In paragraph (2)—

(a) for “section 900(2) of the Companies Act 2006” substitute “ section 427(2) of the Companies Act 1985 or Article 420(2) of the Companies (Northern Ireland) Order 1986 ”;

(b) for “section 899 of that Act” substitute “ section 425(2) of that Act or Article 418(2) of that Order ”.

Marginal Citations

M17 Section 425 has been amended on a number of occasions, most recently by the Enterprise Act 2002 (c.40), section 248(3) and Schedule 17, paragraphs 3 and 5.

M18 Article 418 has been amended on a number of occasions, most recently by Regulation 4 of and Part I of Schedule 2 to the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. 2004/307).

M19 Section 427A was inserted by regulation 2(a) of and the Schedule to the Companies (Mergers and Divisions) Regulations 1987 (S.I. 1987/1991) and has been amended on a number of occasions, most recently by the Enterprise Act 2002 (c.40), section 248(3) and Schedule 17, paragraphs 3 and 6.

M20 Article 420A was inserted by regulation 3 of the Companies (Mergers and Divisions) Regulations (Northern Ireland) 1987 (S.R. 1987/442) and has been amended on a number of occasions, most recently by Article 3(3) of and paragraph 15 of Schedule 2 to the Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10)).