The Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007

  1. Introductory Text

  2. 1.Citation and interpretation

  3. 2.Coming into force

  4. 3.Provisions of the Companies Act 2006 coming into force on 6th April 2008

  5. 4.Provisions of the Companies Act 2006 coming into force on 29th June 2008

  6. 5.Provisions of the Companies Act 2006 coming into force on 1st October 2008

  7. 6.Transitional adaptations of provisions brought into force

  8. 7.Interpretation of company law provisions brought into force

  9. 8.Repeals

  10. 9.Transitional provisions and savings

  11. 10.Revocation of spent transitional adaptations

  12. 11.Amendments of earlier Orders

  13. 12.Savings

  14. Signature

    1. SCHEDULE 1

      TRANSITIONAL ADAPTATIONS OF PROVISIONS BROUGHT INTO FORCE

      1. PART 1 PROVISIONS COMING INTO FORCE ON 6TH APRIL 2008

        1. 1.Transactions with directors requiring approval of members (s.205)

        2. 2.Directors’ liabilities: qualifying third party indemnity provision (s.234)

        3. 3.Company secretaries (ss.270 to 274)

        4. 4.(1) Section 272 (direction requiring public company to appoint secretary)...

        5. 5.(1) Section 274 (discharge of functions where office vacant or...

        6. 6.Authentication of accounts and reports filed with registrar (ss.444 to 447 and 449)

        7. 7.(1) Section 445 (filing obligations of medium-sized companies) has effect...

        8. 8.(1) Section 446 (filing obligations of unquoted companies) has effect...

        9. 9.(1) Section 447 (filing obligations of quoted companies) has effect...

        10. 10.(1) Section 449 (special auditor’s report where abbreviated accounts delivered)...

        11. 11.Audit: indemnity for costs of successfully defending proceedings (s.533)

        12. 12.Authorised minimum: application of initial requirement (s.765)

        13. 13.Authorised minimum: application where shares denominated in different currencies etc (s.766)

        14. 14.Distributions (ss.829 to 853)

        15. 15.(1) Section 832 (distributions by investment companies out of accumulated...

        16. 16.(1) Section 833 (meaning of “investment company”) has effect with...

        17. 17.(1) Section 838 (requirements where interim accounts used) has effect...

        18. 18.(1) Section 839 (requirements where initial accounts used) has effect...

        19. 19.(1) Section 840 (successive distributions etc by reference to the...

        20. 20.(1) Section 847 (consequences of unlawful distribution) has effect with...

        21. 21.Mergers and divisions of public companies (s.923)

      2. PART 2 PROVISIONS COMING INTO FORCE ON 1ST OCTOBER 2008

        1. 22.Order requiring name to be changed following objection (s.73)

        2. 23.Trading disclosures: minor variations in form of name (s.85)

        3. 24.Direction requiring company to appoint director (s.156)

    2. SCHEDULE 2

      REPEALS BROUGHT INTO FORCE ON 6TH APRIL 2008

      1. PART 1 GREAT BRITAIN

      2. PART 2 NORTHERN IRELAND

    3. SCHEDULE 3

      REPEALS BROUGHT INTO FORCE ON 1ST OCTOBER 2008

      1. PART 1 GREAT BRITAIN

      2. PART 2 NORTHERN IRELAND

    4. SCHEDULE 4

      TRANSITIONAL PROVISIONS AND SAVINGS

      1. PART 1 PROVISIONS COMING INTO FORCE ON 6TH APRIL 2008

        1. 1.Execution of documents (s.44)

        2. 2.Register of members: removal of entries relating to former members (s.121)

        3. 3.Register of members: time limit for claims arising from entry (s.128)

        4. 4.Company secretaries (ss.270 to 274 and 280)

        5. 5.(1) Section 273 of the Companies Act 2006 (qualifications of...

        6. 6.Accounts and reports (ss.380 to 389, 393 to 416, 418 to 462 and 464 to 474)

        7. 7.Any question whether— (a) for the purposes of section 382,...

        8. 8.Until section 1068(1) of the Companies Act 2006 comes into...

        9. 9.Audit (ss.475 to 484 and 489 to 539)

        10. 10.(1) In Chapter 2 of Part 16 of that Act...

        11. 11.(1) In that Chapter, the following provisions apply to auditors...

        12. 12.(1) In Chapter 3 of Part 16 of that Act...

        13. 13.(1) In Chapter 4 of Part 16 of that Act...

        14. 14.(1) In that Chapter, sections 514 and 515 (failure to...

        15. 15.(1) In that Chapter, sections 516 to 518 (resignation of...

        16. 16.(1) In that Chapter, sections 519 to 525 (statement by...

        17. 17.(1) In that Chapter, section 526 (effect of casual vacancies)...

        18. 18.In Chapter 5 of Part 16 of that Act (quoted...

        19. 19.A resolution passed before 6th April 2008 authorising a liability...

        20. 20.Debentures (ss.738 to 754)

        21. 21.(1) Until regulations under section 1136 of the Companies Act...

        22. 22.(1) Sections 744 to 747 (register of debenture holders: right...

        23. 23.(1) Section 748 of the Companies Act 2006 (ten year...

        24. 24.Prohibition of public offers by private companies (ss.755 to 759)

        25. 25.Sections 758 and 759 of the Companies Act 2006 (enforcement...

        26. 26.Minimum share capital requirement for public companies (ss.761 to 767)

        27. 27.(1) Section 762 of the Companies Act 2006 (procedure for...

        28. 28.(1) Until section 1068(1) of the Companies Act 2006 comes...

        29. 29.(1) Section 767 of the Companies Act 2006 (consequences of...

        30. 30.Certification and transfer of securities (ss.769 to 782)

        31. 31.Section 780 of the Companies Act 2006 (duty of company...

        32. 32.Request to inspect a company’s register of interests disclosed (ss.811(4), 812 and 814)

        33. 33.Distributions (ss.829 to 853)

        34. 34.Until section 1068(1) of the Companies Act 2006 comes into...

        35. 35.(1) The relevant accounts for the purposes of Chapter 2...

        36. 36.Arrangements and reconstructions (ss.896 to 901)

        37. 37.Statutory auditors (ss.1209 to 1241 and 1245 to 1264)

        38. 38.(1) The following provisions of that Chapter apply in relation...

        39. 39.The repeal of sections 37 and 38 of the Companies...

        40. 40.(1) Section 1226(2) of the Companies Act 2006 (eligibility of...

        41. 41.(1) The following provisions of Chapter 6 of Part 42...

        42. 42.(1) The repeal of sections 46 and 46A of, and...

        43. 43.Expenses of winding up (s.1282)

        44. 44.Repeal of provisions relating to prosecution of offences

      2. PART 2 PROVISIONS COMING INTO FORCE ON 29TH JUNE 2008

        1. 45.Sections 1242 to 1244 of, and Schedule 12 to, the...

      3. PART 3 PROVISIONS COMING INTO FORCE ON 1ST OCTOBER 2008

        1. 46.Requirement to have at least one director who is a natural person (s.155)

        2. 47.Duty of directors to avoid conflicts of interest (s.175)

        3. 48.Declaration by directors of interest in proposed transaction or arrangement (s.177)

        4. 49.General duties of directors: approval by members (s.180(2))

        5. 50.Declaration of interest in existing transaction or arrangement (ss.182 to 187)

        6. 51.Repeal of prohibition on private companies giving financial assistance for acquisition of shares

        7. 52.(1) This paragraph applies to anything that would have been...

    5. SCHEDULE 5

      AMENDMENTS OF EARLIER COMMENCEMENT ORDERS

      1. 1.Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006 (S.I. 2006/3428 (C. 132))

      2. 2.Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194 (C. 84))

  16. Explanatory Note

  17. Note as to Earlier Commencement Orders