2008 No. 948
The Companies Act 2006 (Consequential Amendments etc) Order 2008
Made
Coming into force in accordance with article 2
The Secretary of State makes the following Order in exercise of the powers conferred by sections 1292, 1294 and 1296 of the Companies Act 2006 M1.
In accordance with sections 1290 and 1294(6) of that Act, a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.
Citation1
This Order may be cited as the Companies Act 2006 (Consequential Amendments etc) Order 2008.
Coming into force2
1
The provisions of this Order come into force as follows.
2
Articles 1 to 3 and 5 to 12 and Schedules 1 and 2 come into force on 6th April 2008.
3
Article 4 and Schedules 3 and 4 come into force on 1st October 2008.
Consequential amendments, repeals and revocations: 6th April 20083
1
Schedule 1 to this Order contains amendments coming into force on 6th April 2008—
a
Part 1 contains amendments about eligibility for appointment as auditor and related matters;
b
Part 2 contains other amendments.
2
Schedule 2 to this Order contains repeals and revocations coming into force on that date.
Consequential amendments, repeals and revocations: 1st October 20084
1
Schedule 3 to this Order contains amendments coming into force on 1st October 2008.
2
Schedule 4 to this Order contains repeals and revocations coming into force on that date.
Eligibility for appointment as statutory auditor: effect of appointing partnership5
1
Section 1216 of the Companies Act 2006 (effect of appointing partnership) applies in relation to any statutory appointment where eligibility for the appointment depends on eligibility for appointment as a statutory auditor under Part 42 of that Act.
2
In subsection (6)(b) of that section as it applies by virtue of this article, the reference to being prohibited by virtue of section 1214(1) of that Act from acting as statutory auditor shall be read as including a reference to being prohibited or disqualified from acting, or ineligible or disqualified for appointment, on the ground of lack of independence (of any description) by virtue of any other enactment applying in relation to the appointment.
3
For the purposes of this article a “statutory appointment” means an appointment in pursuance of an enactment authorising or requiring the making of the appointment.
4
This article applies only where that enactment was passed or made before 6th April 2008.
Provisions referred to in amendments6
1
The following provisions have effect in relation to any amendment made by this Order.
2
Any reference to the Companies Act 2006, the provisions of that Act or any particular provision of that Act includes any provision made under that Act or, as the case may be, the provision referred to.
3
Any provision of the Companies Act 2006 referred to in the amendment has effect for the purposes of the amendment although not yet brought into force generally.
4
Where by virtue of any transitional provision a provision of the Companies Act 2006 has effect only—
a
on or after a specified date, or
b
in relation to matters occurring or arising on or after a specified date,
any amendment substituting or inserting a reference to that provision has effect correspondingly.
5
Without prejudice to the generality of paragraph (4), the provisions of paragraph 35 of Schedule 4 to the Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007 M2 apply in any case where the effect of an amendment made by this Order is that the lawfulness of a distribution depends on Part 23 of the Companies Act 2006, or any provision of that Part, applying in relation to accounts for financial years beginning before 6th April 2008.
Savings for provisions relating to execution of documents7
1
2
That section as so applied does not apply to companies registered in Northern Ireland to which section 44 of the Companies Act 2006 applies.
8
1
The repeal of provisions of Article 46A of the Companies (Northern Ireland) Order 1986 M5 (execution of documents) does not affect the operation of that Article—
a
in relation to a liquidator of a company M6, or
b
as applied by the Foreign Companies (Execution of Documents) Regulations (Northern Ireland) 2003 M7.
2
That Article as so applied does not apply to companies registered in Great Britain to which section 44 of the Companies Act 2006 applies.
Saving for accounting definitions9
1
The repeal of paragraphs 88 and 89 of Schedule 4 to the Companies Act 1985 (accounting definitions) does not affect the operation of those provisions for the purposes of section 152(2) or 172(2)(b)(i) of that Act.
2
The repeal of paragraphs 87 and 88 of Schedule 4 to the Companies (Northern Ireland) Order 1986 (accounting definitions) does not affect the operation of those provisions for the purposes of Article 162(2) or 182(2)(b)(i) of that Order.
Saving for earlier consequential amendments10
The repeal of section 50 of the Companies Act 1989 M8 or Article 52 of the Companies (Northern Ireland) Order 1990 M9 (appointment etc of auditors: power to make consequential amendments) does not affect any amendments made by regulations under that section M10 or Article M11 that are in force immediately before 6th April 2008.
Saving for limited liability partnerships11
General saving12
The amendments, revocations and repeals made by this Order do not affect the operation of section 1297 of the Companies Act 2006 (continuity of the law).
SCHEDULE 1AMENDMENTS COMING INTO FORCE ON 6TH APRIL 2008
PART 1AMENDMENTS ABOUT ELIGIBILITY FOR APPOINTMENT AS AUDITOR AND RELATED MATTERS
References to eligibility under section 25 of the Companies Act 1989 or Article 28 of the Companies (Northern Ireland) Order 19901
In the following provisions M14, for “company auditor under section 25 of the Companies Act 1989” substitute “
statutory auditor under Part 42 of the Companies Act 2006
”
a
section 7(2A) of the Industrial Organisation and Development Act 1947 M15 (accounts of development councils);
b
paragraph 66 of the British Wool Marketing Scheme 1950 (accounts of Wool Marketing Board) M16;
c
section 24(2) of the Transport Act 1962 M17 (accounts of transport boards);
d
section 13(2) of the Hairdressers (Registration) Act 1964 M18 (accounts of Hairdressers Registration Council);
e
section 21(5)(b) of the Cereals Marketing Act 1965 M19 (accounts of Home-Grown Cereals Authority);
F7f
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
g
section 12(2) of the Universities (Scotland) Act 1966 M20 (accounts of universities);
h
section 19(3) of the Agriculture Act 1967 M21 (accounts of Meat and Livestock Commission);
i
section 39(3) of the New Towns (Scotland) Act 1968 M22 (accounts of development corporation);
j
section 7(1) of the Friendly and Industrial and Provident Societies Act 1968 M23 (qualified auditors);
k
section 14(2) of the Transport Act 1968 M24 (accounts of passenger transport executive), as it has effect in Scotland and Northern Ireland;
l
paragraph 19(2) of Schedule 4 to the Hallmarking Act 1973 M25 (accounts of British Hallmarking Council);
m
section 97(7)(a) of the Local Government (Scotland) Act 1973 M26 (appointment by Accounts Commission for Scotland);
n
section 36(1) of the Friendly Societies Act 1974 M27 (qualified auditors);
o
paragraph 12(2) of Schedule 1 to the Farriers (Registration) Act 1975 M28 (accounts of Farriers Registration Council);
p
paragraph 14 of the Schedule to the Theatres Trust Act 1976 M29 (accounts of Theatres Trust);
q
section 17(8) of the Aircraft and Shipbuilding Industries Act 1977 M30 (accounts of British Shipbuilders);
r
article 10(3) of the Sheffield Assay Office Order 1978 M31 (accounts of the Guardians of the Standard of Wrought Plate within the Town of Sheffield);
s
section 22(6) of the Crown Agents Act 1979 M32 as applied by paragraph 20 of Schedule 5 to that Act (accounts of Crown Agents Holding and Realisation Board);
t
article 12(3) of the Edinburgh Assay Office Order 1979 M33 (accounts of the Incorporation of Goldsmiths of the City of Edinburgh);
u
section 111(3) of the Education (Scotland) Act 1980 M34 (accounts of educational endowments);
v
paragraph 11(2) of Schedule 31 to the Local Government, Planning and Land Act 1980 M35 (accounts of urban development corporations);
w
section 10(2) of the Licensing (Alcohol Education and Research) Act 1981 M36 (accounts of liquidator and of Alcohol Education and Research Council);
x
section 68(2) of the New Towns Act 1981 M37 (accounts of Commission for New Towns);
y
section 8(2) of the Industrial Training Act 1982 M38 (accounts of industrial training boards);
z
section 15(2)(a) of the Civil Aviation Act 1982 M39 (accounts of Civil Aviation Authority);
aa
section 9(2) of the Duchy of Cornwall Management Act 1982 M40 (accounts of the Duchy of Cornwall);
bb
section 5(5) of the Agricultural Marketing Act 1983 M41 (accounts of Food from Britain);
cc
paragraph 12(6)(a) of Schedule 3 to the National Heritage Act 1983 M42 (accounts of the Historic Buildings and Monuments Commission for England);
dd
paragraph 18(3) of Schedule 1 to the Medical Act 1983 M43 (accounts of the General Medical Council);
ee
section 4(2) of the Ports (Finance) Act 1985 M44 (accounts of certain harbour authorities);
ff
in the Administration of Justice Act 1985 M45—
i
section 22(4) (accounts kept by licensed conveyancers);
ii
paragraph 11(2) of Schedule 3 (accounts kept by the Council of Licensed Conveyancers);
gg
paragraph 9(5) of Schedule 3 to the Oil and Pipelines Act 1985 M46 (accounts of the Oil and Pipelines Agency);
hh
section 51(2) of the Housing Act 1985 M47 (service charges: certification of information about costs);
jj
section 28(2) of the Landlord and Tenant Act 1985 M49 (service charges: certification of information about costs);
kk
in the Education Reform Act 1988 M50—
i
section 124B(6)(a) M51 (accounts of higher and further education corporations);
ii
paragraph 18(5)(a) of Schedule 7 M52 (accounts of higher education corporations);
ll
paragraph 11(2) of Schedule 8 to the Housing Act 1988 M53) (accounts of Housing Action Trusts);
mm
section 32(3) of the Opticians Act 1989 M54 (accounts of General Optical Council);
nn
article 10(3) of the Birmingham Assay Office Order 1989 M55 (accounts of the Guardians of the Standard of Wrought Plate in Birmingham);
oo
paragraph 9(4) of Schedule 5 to the Courts and Legal Services Act 1990 M56 (accounts of the Authorised Conveyancing Practitioners Board);
pp
in the Broadcasting Act 1990 M57—
i
paragraph 12(3) of Schedule 3 (accounts of Channel Four Television Corporation);
ii
paragraph 12(3) of Schedule 6 (accounts of Welsh Authority);
iii
paragraph 11(3) of Schedule 19 (accounts of Gaelic Media Service);
in the Trade Union and Labour Relations (Consolidation) Act 1992 M58—
i
section 30(4) (access to accounting records of trade union);
ii
section 34(1) (eligibility for appointment as auditor of trade union);
F3rr
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ss
section 46(2)(a) of the Environment Act 1995 M59 (accounts of Environment Agency);
tt
regulation 60(1)(b)(iv) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 M60 (conditions for excluded funeral plan contracts);
uu
section 14(4)(a) of the Public Audit (Wales) Act 2004 M61 (accounts of local government bodies in Wales);
vv
paragraph 14(2)(a) of Schedule 8 to the Government of Wales Act 2006 M62 (Auditor General for Wales).
2
In the following provisions M63, for “company auditor under Article 28 of the Companies (Northern Ireland) Order 1990” substitute “
statutory auditor under Part 42 of the Companies Act 2006
”
a
section 10(1) of the Pig Production Development Act (Northern Ireland) 1964 M64 (accounts of Pig Production Development Fund);
b
section 41(1) of the Industrial and Provident Societies Act (Northern Ireland) 1969 M65 (accounts of industrial and provident societies);
c
Article 20(3) of the Legal Aid, Advice and Assistance (Northern Ireland) Order 1981 M66 (accounts of legal aid fund);
d
Article 46(1) of the Credit Unions (Northern Ireland) Order 1985 M67 (accounts of credit unions);
e
the definition of “qualified accountant” in Article 2(2) of the Betting, Gaming, Lotteries and Amusements (Northern Ireland) Order 1985 M68;
f
Article 10(2) of the Horse Racing (Northern Ireland) Order 1990 M69 (accounts of Governor and Freemen of the Corporation of Horse Breeders, in the County of Down and of the Downpatrick Race Club);
g
paragraph 6 of Schedule 1 to the Industrial Relations (Northern Ireland) Order 1992 M70 (accounts of trade unions and employers' associations).
3
In the following provisions, for “company auditor under section 25 of the Companies Act 1989 or Article 28 of the Companies (Northern Ireland) Order 1990” substitute “
statutory auditor under Part 42 of the Companies Act 2006
”
a
section 2C(3) of the Dentists Act 1984 M71 (accounts of the General Dental Council);
b
section 40(3) of the Osteopaths Act 1993 M72 (accounts of General Osteopathic Council);
c
section 41(3) of the Chiropractors Act 1994 M73 (accounts of General Chiropractic Council).
Industrial and Provident Societies Act 1965 (c.12)4
In Schedule 1 to the Industrial and Provident Societies Act 1965 (matters to be provided for in society's rules), in paragraph 10 M74
(appointment of auditors) after “requirements of” insert “
Part 42 of the Companies Act 2006 or
”
.
Friendly and Industrial and Provident Societies Act 1968 (c.55)5
In section 8(2)(b) of the Friendly and Industrial and Provident Societies Act 1968 M75
(industrial and provident societies: restrictions on appointment of auditors), for “by virtue of section 27 of the Companies Act 1989 ineligible for appointment as auditor” substitute “
prohibited by section 1214 of the Companies Act 2006 (independence requirement) from acting as statutory auditor
”
.
Industrial and Provident Societies Act (Northern Ireland) 1969 (c.24) (N.I.)6
In section 42(1)(e) of the Industrial and Provident Societies Act (Northern Ireland) 1969 M76
(industrial and provident societies: restrictions on appointment of auditors), for “by virtue of Article 30 of the Companies (Northern Ireland) Order 1990 ineligible for appointment as auditor” substitute “
prohibited by section 1214 of the Companies Act 2006 (independence requirement) from acting as statutory auditor
”
.
National Trust Act 1971 (c.vi)7
In section 22 of the National Trust Act 1971 (accounts of the National Trust), in the proviso, for the words from “shall not be qualified” to the end substitute “
is not eligible for appointment under this section unless eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006
”
.
Estate Agents Act 1979 (c.38)8
1
Section 14 of the Estate Agents Act 1979 M77 (keeping of client accounts) is amended as follows.
2
In subsection (6), for paragraphs (a) and (b) substitute “
eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006
”
.
3
In subsection (7), for “ineligible for appointment as auditor to the company by virtue of Part II of the Companies Act 1989 or Part III of the Companies (Northern Ireland) Order 1990” substitute “
prohibited from acting as statutory auditor of the company by virtue of section 1214 of the Companies Act 2006 (independence requirement)
”
.
Civic Government (Scotland) Act 1982 (c.45)9
In section 29(10) of the Civic Government (Scotland) Act 1982 (metal dealers' exemption warrants: interpretation), in the definition of “auditor”, for “qualified under section 161 of the Companies Act 1948 for appointment as auditor of a company within the meaning of that Act” substitute “
eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006
”
.
Administration of Justice Act 1985 (c.61)10
1
In Schedule 6 to the Administration of Justice Act 1985 M78 (bodies recognised under section 32), paragraph 15 (application of rules relating to accounts) is amended as follows.
2
In sub-paragraph (1), for the words from “is a member” to the end substitute “
is eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006
”
.
3
In sub-paragraph (2), for “is not qualified to act as auditor” substitute “
would be prohibited by section 1214 of that Act (independence requirement) from acting as statutory auditor
”
.
Transport Act 1985 (c.67)11
1
The Transport Act 1985 M79 is amended as follows.
2
In section 76(1)
(audit of accounts of public transport companies in England and Wales), for “being eligible for such appointment in accordance with Part II of the Companies Act 1989” substitute “
meeting the requirements of Part 42 of the Companies Act 2006 (statutory auditors)
”
.
3
In section 77(2)
(audit of accounts of public transport companies in Scotland), for “being eligible for such appointment in accordance with Part II of the Companies Act 1989” substitute “
meeting the requirements of Part 42 of the Companies Act 2006 (statutory auditors)
”
.
Airports Act 1986 (c.31)12
1
The Airports Act 1986 M80 is amended as follows.
2
In section 22(5)
(audit of accounts of public airport company in England and Wales), for “being eligible for such appointment in accordance with Part II of the Companies Act 1989” substitute “
meeting the requirements of Part 42 of the Companies Act 2006 (statutory auditors)
”
.
3
In section 23(2)
(audit of accounts of public airport authority company in Scotland), for “being eligible for such appointment in accordance with Part II of the Companies Act 1989” substitute “
meeting the requirements of Part 42 of the Companies Act 2006 (statutory auditors)
”
.
Building Societies Act 1986 (c.53)13
1
Section 77 of the Building Societies Act 1986 (auditors) is amended as follows.
2
In the heading, omit “, qualifications”.
3
For subsection (2) substitute—
2
Schedule 11 to this Act has effect as regards the appointment, resignation and removal of auditors.
4
After that subsection insert—
3
Appointment as auditor of a building society is an appointment as a statutory auditor to which the provisions of Part 42 of the Companies Act 2006 apply.
14
In Schedule 11 to the Building Societies Act 1986 (auditors)—
a
in the heading, omit “, qualifications”;
b
omit paragraph 5 M81.
Friendly Societies Act 1992 (c.40)15
1
Section 78A of the Friendly Societies Act 1992 M82 (interpretation of Part 6: accounts and audit) is amended as follows.
2
In subsection (1), at the appropriate place insert—
“the Audit Directive” means Directive 2006/43/EC of the European Parliament and of the Council on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC (as to friendly societies to which the Directive applies, see subsection (3) below);
3
After subsection (2) insert—
3
References in this Part to a friendly society to which the Audit Directive applies are to a friendly society that is an insurance undertaking within the meaning given by Article 2.1 of Council Directive 1991/674/EEC on the annual accounts and consolidated accounts of insurance undertakings.
16
1
Schedule 14 to the Friendly Societies Act 1992 (auditors: appointment, tenure, qualifications and remuneration) is amended as follows.
2
After paragraph 3 insert—
Appointments to which the Audit Directive applies3A
1
Appointment as auditor of a friendly society to which the Audit Directive applies is an appointment as a statutory auditor to which the provisions of Part 42 of the Companies Act 2006 apply.
2
The following provisions of this Schedule do not apply in that case—
a
paragraphs 4 and 5 (eligibility for appointment),
b
paragraph 6 (appointment of partnership),
c
paragraph 7 (cases in which auditor need not be a member of a recognised supervisory body), and
d
paragraph 8 (effect of ineligibility).
3
In paragraph 4(3), in the definition of “recognised supervisory body” for “Part II of the Companies Act 1989 or Part III of the Companies (Northern Ireland) Order 1990” substitute “
Part 42 of the Companies Act 2006
”
.
4
In paragraph 5(1), for “ineligible by virtue of section 27(1)(a) or (b) of the Companies Act 1989 or Article 20(1) of the Companies (Northern Ireland) Order 1990 for appointment as a company auditor” substitute “
prohibited by section 1214(2) of the Companies Act 2006 (independence requirement) from acting as statutory auditor
”
.
Charities Act 1993 (c.10)17
F4...
Leasehold Reform, Housing and Urban Development Act 1993 (c.28)18
1
Schedule 18 to the Leasehold Reform, Housing and Urban Development Act 1993 (finances of Urban Regeneration Agency) is amended as follows.
2
In paragraph 10(2) (qualification for appointment of auditor)—
a
in paragraph (a), for “company auditor under Part II of the Companies Act 1989” substitute “
statutory auditor under Part 42 of the Companies Act 2006
”
;
b
for paragraph (b) M83, substitute—
b
if the appointment were an appointment as a statutory auditor, he would not be prohibited from acting by section 1214 of that Act (independence requirement).
Environment Act 1995 (c.25)19
For section 46(2)(b) of the Environment Act 1995 M84 (appointment to audit accounts of Environment Agency), substitute—
b
if the appointment were an appointment as a statutory auditor, he would not be prohibited from acting by virtue of section 1214 of that Act (independence requirement).
Housing Act 1996 (c.52)20
In Schedule 1 to the Housing Act 1996 (registered social landlords), for paragraph 18(4B) M85substitute—
4B
In sub-paragraphs (4) and (4A) “qualified auditor” means a person who—
a
is eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006, and
b
if the appointment were an appointment as a statutory auditor, would not be prohibited from acting by virtue of section 1214 of that Act (independence requirement).
Occupational Pension Schemes (Scheme Administration) Regulations 1996 (S.I. 1996/1715)21
In regulation 4 of the Occupational Pension Schemes (Scheme Administration) Regulations 1996 (qualifications for appointment as auditor etc)—
a
for paragraph (1)(a)(i) substitute—
i
eligibility for appointment as a statutory auditor under Part 42 of the Companies Act 2006; or
b
in paragraph (2)(d), for “section 27 of the Companies Act 1989, ineligible to audit the accounts” substitute “
section 1214 of the Companies Act 2006, prohibited from acting as statutory auditor
”
.
Occupational Pension Schemes (Scheme Administration) Regulations (Northern Ireland) 1997 (S.R. (NI) 1997 No 94)22
In regulation 4 of the Occupational Pension Schemes (Scheme Administration) Regulations (Northern Ireland) 1997 (qualifications for appointment as auditor etc)—
a
for paragraph (1)(a)(i) substitute—
i
eligibility for appointment as a statutory auditor under Part 42 of the Companies Act 2006; or
b
in paragraph (2)(d), for “Article 30 of the Companies (Northern Ireland) Order 1990, ineligible to audit the accounts” substitute “
section 1214 of the Companies Act 2006, prohibited from acting as statutory auditor
”
.
Audit Commission Act 1998 (c.18)23
In section 31(1)(b) of the Audit Commission Act 1998 (auditors of subsidiary of Passenger Transport Executive), for “qualified for the appointment under section 25 of the Companies Act 1989” substitute “
eligible for the appointment under Part 42 of the Companies Act 2006
”
.
Greater London Authority Act 1999 (c.29)24
1
Paragraph 8(5) of Schedule 18 to the Greater London Authority Act 1999 (accounts of London Transport Users' Committee) is amended as follows.
2
In paragraph (a), for “company auditor under Part II of the Companies Act 1989” substitute “
statutory auditor under Part 42 of the Companies Act 2006
”
.
3
For paragraph (b) M86, substitute—
b
if the appointment were an appointment as a statutory auditor, he would not be prohibited from acting by section 1214 of that Act (independence requirement).
Terrorism Act 2000 (c.11)25
1
Paragraph 1 of Schedule 3A to the Terrorism Act 2000 M87 (definition of business in the regulated sector) is amended as follows.
2
For sub-paragraph (1)(j) substitute—
j
the carrying on of statutory audit work within the meaning of section 1210 of the Companies Act 2006 (meaning of “statutory auditor” etc) by any firm or individual who is a statutory auditor within the meaning of Part 42 of that Act (statutory auditors);
Political Parties, Elections and Referendums Act 2000 (c.41)26
In section 160(1) of the Political Parties, Elections and Referendums Act 2000 M88 (general interpretation), in the definition of “qualified auditor”, for paragraph (a) substitute—
a
a person who is eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006;
Public Finance and Accountability (Scotland) Act 2000 (asp 1)27
In section 21 of the Public Finance and Accountability (Scotland) Act 2000 (audit), in subsection (5)(a), for “eligible for appointment as a company auditor under section 25 of the Companies Act 1989” substitute “
eligible for appointment as a statutory auditor under Chapter 2 of Part 42 of the Companies Act 2006
”
.
Open-Ended Investment Companies Regulations 2001 (S.I. 2001/1228)28
1
Schedule 5 to the Open-Ended Investment Companies Regulations 2001 (auditors) is amended as follows.
2
In paragraph 1, for “also eligible under section 25 of the Companies Act 1989 for appointment as a company auditor” substitute “
eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006
”
.
3
For paragraph 2(3) substitute—
3
A person is also ineligible for appointment if there exists between that person, or any associate of that person, and the company a connection of any such description as may be specified by regulations made by the Secretary of State under section 1214(4) of the Companies Act 2006.
4
In sub-paragraph (3) “associate” has the same meaning as in Part 42 of that Act (see section 1260 of that Act).
5
The power of the Secretary of State to make regulations under section 1214(4) of that Act for the purposes of subsection (1) of that section in relation to statutory auditors is exercisable, subject to the same conditions, for the purposes of sub-paragraph (3) above in relation to auditors of open-ended investment companies.
Education (QCA Levy) Regulations 2002 (S.I. 2002/435)29
In regulation 8(4) of the Education (QCA Levy) Regulations 2002 (submission of auditor's certificate), in the closing words, for “eligible by virtue of section 25 of the Companies Act 1989 for appointment as a company auditor” substitute “
eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006
”
.
Communications Act 2003 (c.21)30
1
The Communications Act 2003 is amended as follows.
2
In section 67 (subject matter of universal services conditions), for subsection (9) substitute—
9
In this section “qualified auditor” means a person who—
a
is eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006, and
b
if the appointment to carry out such auditing as is mentioned in subsection (5) were an appointment as a statutory auditor, would not be prohibited from acting by section 1214 of that Act (independence requirement).
3
In section 77 (imposition of privileged supplier conditions), in subsection (9) for the definition of “qualified auditor” substitute—
“qualified auditor” means a person who—
- a
is eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006, and
- b
if the appointment to carry out such auditing as is mentioned in subsection (3)(b) were an appointment as a statutory auditor, would not be prohibited from acting by section 1214 of that Act (independence requirement);
4
In section 91 (conditions about regulation of services etc for end-users), for subsection (8) substitute—
8
In this section “qualified auditor” means a person who—
a
is eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006, and
b
if the appointment to carry out such auditing as is mentioned in subsection (6)(b) were an appointment as a statutory auditor, would not be prohibited from acting by section 1214 of that Act (independence requirement).
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27)31
In section 43(2) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 M89
(qualification of auditor), for the words from “as a company auditor” to the end substitute “
as a statutory auditor under Part 42 of the Companies Act 2006
”
.
Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 335)32
1
Schedule 5 to the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (auditors) is amended as follows.
2
In paragraph 1, for “also eligible under Article 28 of the Companies (Northern Ireland) Order 1990 for appointment as a company auditor” substitute “
eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006
”
.
3
For paragraph 2(3) substitute—
3
A person is also ineligible for appointment if there exists between that person, or any associate of that person, and the company a connection of any such description as may be specified by regulations made by the Secretary of State under section 1214(4) of the Companies Act 2006.
4
In sub-paragraph (3) “associate” has the same meaning as in Part 42 of that Act (see section 1260 of that Act).
5
The power of the Secretary of State to make regulations under section 1214(4) of that Act for the purposes of subsection (1) of that section in relation to statutory auditors is exercisable, subject to the same conditions, for the purposes of sub-paragraph (3) above in relation to auditors of open-ended investment companies.
Registered Pension Schemes (Audited Accounts) (Specified Persons) Regulations 2005 (S.I. 2005/3456)33
For regulation 2(a) of the Registered Pension Schemes (Audited Accounts) (Specified Persons) Regulations 2005 (specified descriptions of persons in relation to the audit of registered pension scheme accounts) substitute—
a
a person eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006; and
Government of Wales Act 2006 (c.32)34
In paragraph 21(6) of Schedule 8 to the Government of Wales Act 2006, in paragraph (a) of the definition of “accountancy body”, for “Part 2 of the Companies Act 1989” substitute “
Part 42 of the Companies Act 2006
”
.
Charities Accounts (Scotland) Regulations 2006 (S.S.I. 2006/218)35
In regulation 10(2) of the Charities Accounts (Scotland) Regulations (annual accounts of charity), for “eligible to act as an auditor in terms of section 25 of the Companies Act 1989” substitute “
eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006
”
.
European Grouping of Territorial Co-operation Regulations 2007 (S.I. 2007/1949)36
For regulation 6(5) of the European Grouping of Territorial Co-operation Regulations 2007 substitute—
5
The auditor of a UK EGTC must be a person who—
a
is eligible for appointment as a statutory auditor under Part 42 of the Companies Act 2006, and
b
if the appointment were an appointment as a statutory auditor, would not be prohibited from acting by section 1214 of that Act (independence requirement).
PART 2OTHER AMENDMENTS
Stock Transfer Act 1963 (c.18)37
In section 2 of the Stock Transfer Act 1963 M90 (simplified transfers: supplementary provisions)—
a
in subsection (2), for “the reference in section 184 of the Companies Act 1985 (certification of transfers) to any instrument of transfer” substitute “
the references to an instrument of transfer in section 775 of the Companies Act 2006 (certification of instrument of transfer)
”
;
b
in subsection (3)(a), for “section 183(1) and (2) of the Companies Act 1985” substitute “
section 770(1)(a) of the Companies Act 2006 (registration of transfer)
”
.
Stock Transfer Act (Northern Ireland) 1963 (c.24) (N.I.)38
In section 2 of the Stock Transfer Act (Northern Ireland) 1963 M91 (supplementary provisions as to simplified transfer)—
a
in subsection (2), for “the reference in Article 194(1) of the Companies (Northern Ireland) Order 1986 to any instrument of transfer” substitute “
the references to an instrument of transfer in section 775 of the Companies Act 2006 (certification of instrument of transfer)
”
;
b
in subsection (3)(a), for “Article 193(1) and (2) of the Companies (Northern Ireland) Order 1986” substitute “
section 770(1)(a) of the Companies Act 2006 (registration of transfer)
”
.
Harbours Act 1964 (c.40)39
In section 42 of the Harbours Act 1964 M92 (accounts and reports relating to harbour activities and associated activities)—
a
in subsection (6), omit “the Companies Act 1985 and”;
b
in subsection (7)(a), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
;
c
in subsection (9), in the definitions of “parent undertaking” and “subsidiary undertaking”, for “Part VII of the Companies Act 1985” substitute “
the Companies Acts (see section 1162 of, and Schedule 7 to, the Companies Act 2006)
”
.
Transport Act (Northern Ireland) 1967 (c.37) (N.I.)40
In section 53(2) of the Transport Act (Northern Ireland) 1967 M93
(accounts of Northern Ireland Transport Holding Company and its subsidiaries), for “the Companies (Northern Ireland) Order 1986” substitute “
the Companies Act 2006
”
.
Harbours Act (Northern Ireland) 1970 (c.1) (N.I.)41
In section 30(3) of the Harbours Act (Northern Ireland) 1970 M94
(accounts of harbour authorities), for “the Companies (Northern Ireland) Order 1986” substitute “
the Companies Act 2006
”
.
Redemption of Standard Securities (Scotland) Act 1971 (c.45)42
In section 2 of the Redemption of Standard Securities (Scotland) Act 1971 M95 (saving for provision relating to perpetual debentures)—
a
in the heading, for “s. 89 of Companies Act 1948” substitute “
provision relating to perpetual debentures
”
;
b
in the text, for “section 193 of the Companies Act 1985” substitute “
section 739 of the Companies Act 2006
”
.
Fish Industry Act (Northern Ireland) 1972 (c.4) (N.I.)43
In section 9(2) of the Fish Industry Act (Northern Ireland) 1972 M96
(acquisition of shares in fish businesses), for “Article 383 of the Companies (Northern Ireland) Order 1986”, substitute “
section 323 of the Companies Act 2006
”
.
Land Tenure Reform (Scotland) Act 1974 (c.38)44
In section 11(1) of the Land Tenure Reform (Scotland) Act 1974 (right to redeem heritable security after 20 years where security subjects used as private dwelling-house), for “section 89 of the Companies Act 1948 (perpetual debentures, etc)” substitute “
section 739 of the Companies Act 2006 (perpetual debentures)
”
.
Aircraft and Shipbuilding Industries Act 1977 (c.3)45
In section 17(10) of the Aircraft and Shipbuilding Industries Act 1977 M97
(accounts of the Corporations), for “Part VII of the Companies Act 1985” substitute “
the Companies Acts (see section 1162 of, and Schedule 7 to, the Companies Act 2006)
”
.
Crown Agents Act 1979 (c.43)46
In section 22(2) of the Crown Agents Act 1979 M98 as applied by paragraph 20 of Schedule 5 to that Act (accounts of Crown Agents Holding and Realisation Board), for “Part VII of the Companies Act 1985” substitute “
the Companies Acts (see section 1162 of, and Schedule 7 to, the Companies Act 2006)
”
.
Aircraft and Shipbuilding Industries (Northern Ireland) Order 1979 (S.I. 1979/294 (N.I. 1))47
1
Article 12 of the Aircraft and Shipbuilding Industries (Northern Ireland) Order 1979 M99 (accounts and reports of principal companies) is amended as follows.
2
In paragraph (1)—
a
in sub-paragraph (a), for “Article 246 of the Companies (Northern Ireland) Order 1986” substitute “
section 423 of the Companies Act 2006
”
;
b
in sub-paragraph (b), for “Article 249 of that Order” substitute “
section 437 of that Act
”
.
3
In paragraph (2), in the closing words, for “the Companies (Northern Ireland) Order 1986” substitute “
the Companies Act 2006
”
.
British Aerospace Act 1980 (c.26)48
In section 4 of the British Aerospace Act 1980 (financial structure of successor company and its subsidiaries) M100—
a
in subsection (3)—
i
for “section 264(3)(d) of the Companies Act 1985” substitute “
section 831(4)(d) of the Companies Act 2006
”
, and
ii
for “section 264(3)(c)” substitute “
section 831(4)(c)
”
;
b
in subsection (7), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
Industry Act 1980 (c.33)49
In section 3(5) of the Industry Act 1980 M101 (finance for companies transferred to Secretary of State)—
a
in paragraph (a), for “section 238 of the Companies Act 1985 or Article 246 of the Companies (Northern Ireland) Order 1986” substitute “
section 423 of the Companies Act 2006
”
;
b
in paragraph (b), for “section 241 of that Act or Article 249 of that Order” substitute “
section 437 of that Act
”
.
Civil Aviation Act 1980 (c.60)50
In section 5(5) of the Civil Aviation Act 1980 M102
(financial structure of successor company and its subsidiaries), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
Transport Act 1981 (c.56)51
1
Section 10 of the Transport Act 1981 M103 (provisions of the Companies Acts applying to Associated British Ports) is amended as follows.
2
In subsection (1)—
a
for “the Companies Acts 1948 to 1980” substitute “
the Companies Acts
”
;
b
for “the Companies Acts 1948 to 1981” substitute “
the Companies Act 1985
”
.
3
For subsection (2) substitute—
2
The provisions referred to in subsection (1) are the following—
Subject matter
Provisions applied
1. Financial assistance for purchase of shares, &c.
Chapter 6 of Part 5 of the Companies Act 1985.
2. Registration of charges.
Chapter 1 of Part 12 of the Companies Act 1985.
3. Accounts and reports.
Part 15 of the Companies Act 2006.
4. Audit.
Part 16 of the Companies Act 2006.
5. Disclosure by directors of interests in contracts, &c.
Chapter 3 of Part 10 of the Companies Act 2006.
6. Power of Court to give relief in certain cases.
Section 1157 of the Companies Act 2006.
7. Restrictions on distributions.
Part 23 of the Companies Act 2006.
52
In section 11 of the Transport Act 1981 M104 (payments to Holding Company out of profits of Associated British Ports)—
a
in subsection (2), for “sections 263 and 264 of the Companies Act 1985” substitute “
sections 830 and 831 of the Companies Act 2006
”
;
b
in subsection (3), for “the said section 264” substitute “
section 831 of the Companies Act 2006
”
;
c
in subsection (4), for “section 234 of the Companies Act 1985” substitute “
section 416(3) of the Companies Act 2006
”
.
Judgments Enforcement (Northern Ireland) Order 1981 (S.I. 1981/226 (N.I. 6))53
1
The Judgments Enforcement (Northern Ireland) Order 1981 is amended as follows.
2
In Article 2(2) M105
(general interpretation), in the definition of “debenture” for “Companies (Northern Ireland) Order 1986” substitute “
Companies Act 2006
”
.
3
In Article 14 M106
(stay of enforcement in cases of insolvency), in paragraph (3)(b)(i), for “Article 418 of the Companies (Northern Ireland) Order 1986” substitute “
section 896 of the Companies Act 2006
”
.
Companies Act 1985 (c.6)54
In section 10(2) of the Companies Act 1985 (particulars of proposed officers to be provided on registration of company), for paragraph (b) substitute—
ba
in the case of a company that is to be a private company, any person who is (or any persons who are) to be the first secretary (or joint secretaries) of the company;
bb
in the case of a company that is to be a public company, the person who is (or the persons who are) to be the first secretary (or joint secretaries) of the company.
55
In section 11 of the Companies Act 1985 (public companies: minimum authorised capital), for the words from “the amount of” to the end, substitute—
the share capital stated in the memorandum to be that with which the company proposes to be registered—
a
must have a nominal value of not less than the authorised minimum (as defined in section 763 of the Companies Act 2006); and
b
to the extent necessary to comply with that requirement, must be denominated in accordance with section 765 of that Act (allotted share capital of public company to be denominated either in sterling or in euros but not partly in one and partly in the other).
56
In section 13(4) of the Companies Act 1985 (effect of registration), for “section 117 (additional certificate as to amount of allotted share capital)” substitute “
section 761 of the Companies Act 2006 (public company not to do business without trading certificate)
”
.
57
In section 17(2)(a) of the Companies Act 1985 (conditions in memorandum which could have been in articles), for “Part XVII” substitute “
section 996 of the Companies Act 2006
”
.
58
In section 43(3) of the Companies Act 1985 (re-registration of private company as public: documents to be delivered to registrar), in paragraph (b), for “section 264(2)” substitute “
section 831 of the Companies Act 2006
”
.
59
In section 44(7)(a) of the Companies Act 1985 (consideration for shares recently allotted to be valued: definition of “arrangement”), for “section 425” substitute “
section 899 of the Companies Act 2006
”
.
60
In section 45(2) of the Companies Act 1985 (additional requirements relating to share capital), at the end of paragraph (a) insert “
(see Chapter 2 of Part 20 of the Companies Act 2006)
”
.
61
1
Section 46 of the Companies Act 1985 M107 (meaning of unqualified auditors' report) is amended as follows.
2
In subsection (2), for “in accordance with this Act” substitute “
in accordance with the Companies Act 2006
”
.
3
In subsection (3), for “the provisions of this Act”, in both places where it occurs, substitute “
the provisions of the Companies Act 2006
”
.
4
In subsection (4)—
a
for “section 264(2) and (3)” substitute “
section 831 of the Companies Act 2006
”
;
b
at the end, insert “
and “financial year” has the meaning given by section 390 of that Act
”
.
62
In section 47(3) of the Companies Act 1985 (private company re-registering as public: certificate of re-registration), at the end insert “
(see Chapter 2 of Part 20 of the Companies Act 2006)
”
.
63
In section 103(7)(a) of the Companies Act 1985 (non-cash consideration for shares: definition of “arrangement”), for “section 425” substitute “
section 899 of the Companies Act 2006
”
.
64
In section 104(2) of the Companies Act 1985 (transfer to public company of non-cash asset: definition of “initial period”), for “section 117” substitute “
section 761 of the Companies Act 2006
”
.
65
In section 126 of the Companies Act 1985 (variation of class rights: saving for court's powers under other provisions)—
a
for “section 425 (court control of company compromising with members and creditors)” substitute “
section 899 of the Companies Act 2006 (court sanction for compromise or arrangement with creditors or members)
”
;
b
for “section 427 (company reconstruction or amalgamation)” substitute “
section 900 of that Act (powers of court to facilitate reconstruction or amalgamation)
”
.
66
In section 131(7) of the Companies Act 1985 (merger relief: definitions), in the definition of “arrangement” in the closing words, for “section 425 (company compromise with members and creditors)” substitute “
section 899 of the Companies Act 2006 (court sanction for compromise or arrangement with creditors or members)
”
.
67
In section 143(3)(c) of the Companies Act 1985 (general rule against company acquiring own shares: exceptions), for “Part XVII” substitute “
section 996 of the Companies Act 2006
”
.
68
In section 149(1) of the Companies Act 1985 (sanctions for public company failing to apply for re-registration as private company), for “section 81” substitute “
Chapter 1 of Part 20 of the Companies Act 2006
”
.
69
In section 152(1) of the Companies Act 1985 (financial assistance by a company for acquisition of own shares: definitions)—
a
in paragraph (b)(ii), for “section 276” substitute “
section 846 of the Companies Act 2006
”
;
b
in paragraph (c), for “section 263(2)” substitute “
section 829 of the Companies Act 2006
”
.
70
In section 153 of the Companies Act 1985 (transactions not prohibited by section 151), in subsection (3)(e), for “section 425” substitute “
section 899 of the Companies Act 2006
”
.
71
In section 162C of the Companies Act 1985 M108
(treasury shares: voting and other rights), in subsection (3), for “meetings under section 425” substitute “
meetings summoned under section 896 of the Companies Act 2006
”
.
72
In section 162F(2) of the Companies Act 1985 M109
(treasury shares: proceeds of sale), for “Part VIII” substitute “
Part 23 of the Companies Act 2006
”
.
73
In section 171 of the Companies Act 1985 M110
(power of private companies to redeem or purchase own shares out of capital), in subsection (5)(b), for “any reserve maintained by the company in accordance with paragraph 34 of Schedule 4 or paragraph 34 of Schedule 8 (revaluation reserve)” substitute “
any revaluation reserve maintained by the company in accordance with regulations made under section 396 of the Companies Act 2006
”
.
74
In section 172(1) of the Companies Act 1985 (availability of profits for private company to redeem or purchase shares out of capital)—
a
for “Part VIII” substitute “
Part 23 of the Companies Act 2006
”
;
b
for “sections 270 to 275 in that Part” substitute “
Chapter 2 of that Part
”
.
75
In section 181 of the Companies Act 1985 (definitions for Chapter 7 of Part 5), in paragraph (a)
(meaning of “distributable profits”) for “section 263(2)” substitute “
section 829 of the Companies Act 2006
”
.
76
1
In section 232(2) of the Companies Act 1985 M111 (disclosure required in notes to accounts: emoluments and other benefits of directors etc), in the paragraph relating to Part 2 of Schedule 6, omit “and connected persons”.
2
This amendment has effect in relation to financial years ending on or after 6th April 2008.
77
In section 289 of the Companies Act 1985 M112
(particulars of directors to be registered), in subsection (4)(a) for “section 249AA(3)” substitute “
section 481 of the Companies Act 2006
”
.
78
In section 290(1) of the Companies Act 1985 (particulars of secretaries to be registered), after “with respect to the secretary” insert “
(if any)
”
.
79
In section 351 of the Companies Act 1985 (particulars in correspondence etc), in subsection (1)(c), for “as defined in section 266” substitute “
as defined for the purposes of Part 23 of the Companies Act 2006 (see section 833 of that Act)
”
.
80
In section 364(1)(c) of the Companies Act 1985 M113
(contents of annual return: particulars of secretary), after “the company secretary” insert “
(if any)
”
.
81
In section 380(2) of the Companies Act 1985 M114
(registration, etc of resolutions and agreements), for the words from “every resolution” to “and which is” substitute “
every such resolution, and every resolution or agreement to which Chapter 3 of Part 3 of the Companies Act 2006 applies (resolutions and agreements affecting a company's constitution), which is
”
.
82
After section 453C of the Companies Act 1985 insert—
453DOffences by bodies corporate
Where an offence under any of sections 448, 449 to 451 and 453A is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose—
a
any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and
b
if the body is a company, any shadow director is treated as an officer of the company.
83
In section 685 of the Companies Act 1985 (registration of joint stock company as public company) in the definition of “undistributable reserves” in subsection (6), for “section 264(3)” substitute “
section 831(4) of the Companies Act 2006
”
.
84
In section 699 of the Companies Act 1985 M115
(Channel Islands and Isle of Man companies), in subsection (3), for “section 242(1)” substitute “
section 441 of the Companies Act 2006
”
.
85
In section 701 of the Companies Act 1985 M116 (oversea company's financial year and accounting reference periods)—
a
in subsection (1), for “Sections 223 to 225” substitute “
Sections 390 to 392 of the Companies Act 2006
”
;
b
in subsection (3), for “section 225(4)” substitute “
section 392(3)
”
.
86
In section 702 of the Companies Act 1985 M117
(delivery to registrar of accounts and reports of oversea company), in subsection (4), for “section 225” substitute “
section 392 of the Companies Act 2006
”
.
87
In section 742 of the Companies Act 1985 M118 (expressions used in connection with accounts)—
a
in subsection (1), for “Part VII (accounts)” substitute “
Part 15 of the Companies Act 2006 (accounts and reports)
”
;
b
in subsection (2), for “section 262(3)” substitute “
section 853(4) and (5) of the Companies Act 2006
”
;
c
omit subsection (2A).
88
In Schedule 1 to the Companies Act 1985 M119
(particulars of directors to be contained in statement under section 10), in paragraph 2(2)(a) for “section 249AA(3)” substitute “
section 481 of the Companies Act 2006
”
.
89
Omit Part 2 of Schedule 2 to the Companies Act 1985 M120 (interpretation of references in Schedule 5 to “beneficial interest”).
90
1
Part 2 of Schedule 6 to the Companies Act 1985 (disclosure of information: loans, quasi-loans and other dealings in favour of directors) is amended as follows—
a
in paragraph 15(a) and (b), omit “, or was connected with such a director”;
b
in paragraph 16(a) and (b), omit “or was connected with such a director”;
c
in paragraph 17(1), omit “, or a person connected with such a director,”;
d
in paragraph 19(b), omit “or was connected with a director of it”;
e
in paragraph 22(2)(b), omit the words from “and, where that person” to the end;
f
in paragraph 24(1)—
i
omit “, or was connected with such a director,”;
ii
omit “or any person connected with him,”;
g
in paragraph 27(1), omit paragraph (d).
2
These amendments have effect in relation to financial years ending on or after 6th April 2008.
91
1
In Part 4 of Schedule 9 to the Companies Act 1985 M121 (banking companies: additional disclosure of emoluments and other benefits to directors and others), paragraph 3 is amended as follows—
a
in sub-paragraph (1)(a), omit “or who was connected with such a director”;
b
omit sub-paragraphs (4) and (5).
2
These amendments have effect in relation to financial years ending on or after 6th April 2008.
92
1
In Schedule 15D to the Companies Act 1985 M122
(exceptions from prohibition of disclosure of information obtained in course of company investigation), in paragraph 1, for “section 245C” substitute “
section 457 of the Companies Act 2006
”
.
2
The amendment made by this paragraph has effect in relation to disclosures for the purpose of enabling or assisting a person to exercise functions in relation to accounts for financial years beginning on or after 6th April 2008.
93
In Part 2 of Schedule 21C to the Companies Act 1985 M123 (delivery of reports and accounts: institutions not required to prepare accounts under parent law)—
a
in paragraph 11—
i
in the opening words, for “Sections 223 to 225” substitute “
Sections 390 to 392 of the Companies Act 2006
”
;
ii
in paragraph (b), for “section 225(4)” substitute “
section 392(3)
”
;
b
in paragraph 13(3) for “section 225” substitute “
section 392 of the Companies Act 2006
”
.
94
In Part 2 of Schedule 21D to the Companies Act 1985 M124 (delivery of reports and accounts: companies not required to make disclosure under parent law)—
a
in paragraph 9—
i
in the opening words, for “Sections 223 to 225” substitute “
Sections 390 to 392 of the Companies Act 2006
”
;
ii
in paragraph (b), for “section 225(4)” substitute “
section 392(3)
”
;
b
in paragraph 12(3), for “section 225” substitute “
section 392 of the Companies Act 2006
”
.
Companies Consolidation (Consequential Provisions) Act 1985 (c.9)95
1
Section 3 of the Companies Consolidation (Consequential Provisions) Act 1985 (conditions for re-registration of old public company) is amended as follows.
2
In subsection (2), omit “(defined in section 118 of the principal Act)”.
3
After that subsection insert—
2A
The authorised minimum is defined in section 763 of the Companies Act 2006 and the provisions of section 765 of that Act (authorised minimum: application of initial requirement) apply in relation to the requirement in subsection (2) above.
Oil and Pipelines Act 1985 (c.62)96
In paragraph 9(2) of Schedule 3 to the Oil and Pipelines Act 1985 M125
(accounts of Oil and Pipelines Agency), for “Part VII of the Companies Act 1985” substitute “
the Companies Acts (see section 1162 of, and Schedule 7 to, the Companies Act 2006)
”
.
Airports Act 1986 (c.31)97
1
The Airports Act 1986 is amended as follows.
2
In section 8 (financial structure of the successor company)—
a
in subsection (3)—
i
for “section 264(3)(d) of the Companies Act 1985” substitute “
section 831(4)(d) of the Companies Act 2006
”
, and
ii
for “section 264(3)(c)” substitute “
section 831(4)(c)
”
;
b
in subsection (6), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
3
In section 40 (mandatory conditions in case of designated airports), in subsection (2)(b) for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
Gas Act 1986 (c.44)98
In section 19E(1) of the Gas Act 1986 M126, in the definition of “accounting information”, for “section 221 of the Companies Act 1985” substitute “
section 386 of the Companies Act 2006
”
.
Insolvency Act 1986 (c.45)99
1
Paragraph 3 of Schedule A1 to the Insolvency Act 1986 M127 (moratorium where directors propose voluntary arrangement: qualifying conditions) is amended as follows.
2
In sub-paragraph (2) for “section 247(3) of the Companies Act 1985” substitute “
section 382(3) of the Companies Act 2006
”
.
3
In sub-paragraph (3) for “Subsections (4), (5) and (6) of section 247” substitute “
Section 382(4), (5) and (6)
”
.
4
In sub-paragraph (4)—
a
for “holding company” substitute “
parent company
”
, and
b
for “in respect of” substitute “
in relation to
”
.
5
For sub-paragraph (5) substitute—
5
For the purposes of sub-paragraph (4)—
a
“group” has the same meaning as in Part 15 of the Companies Act 2006 (see section 474(1) of that Act); and
b
a group qualifies as small in relation to a financial year if it so qualifies under section 383(2) to (7) of that Act, and qualifies as medium-sized in relation to a financial year if it so qualifies under section 466(2) to (7) of that Act.
6
The amendments in this paragraph apply only in relation to periods, or parts of periods, falling on or after 6th April 2008.
100
In Schedule B1 to the Insolvency Act 1986 M128 (administration)—
a
in paragraphs 49(3)(b) and 73(2)(c) for “section 425 of the Companies Act (compromise with creditors or members)” substitute “
Part 26 of the Companies Act 2006 (arrangements and reconstructions)
”
;
b
in paragraph 74(6)(b) for “section 425 of the Companies Act (compromise with creditors and members)” substitute “
Part 26 of the Companies Act 2006 (arrangements and reconstructions)
”
.
101
1
Part 2 of the Insolvency Act 1986 (administration) as it has effect by virtue of—
a
section 249(1) of the Enterprise Act 2002 M129 (special administration regimes), or
b
article 3(2) or (3) of the Enterprise Act 2002 (Commencement No. 4 and Transitional Provisions and Savings) Order 2003 M130 (other purposes),
(that is, without the amendments made by the Enterprise Act 2002) is amended as follows.
2
In section 8(3), for paragraph (c) substitute—
c
the sanctioning under Part 26 of the Companies Act 2006 of a compromise or arrangement between the company and its creditors or members; and
3
In section 27(3)(a) for “section 425 of the Companies Act” substitute “
Part 26 of the Companies Act 2006
”
.
102
In section 122 of the Insolvency Act 1986 (circumstances in which a company may be wound up by the court), in subsection (1)(b)
(public company not issued with certificate as to compliance with minimum share capital requirement) for the words from “a certificate” to “requirements)” substitute “
a trading certificate under section 761 of the Companies Act 2006 (requirement as to minimum share capital)
”
.
103
In section 176A(4)(b) of the Insolvency Act 1986 M131
(share of assets for unsecured creditors: exclusion by compromise or arrangement), for “section 425 of the Companies Act (compromise with creditors and members)” substitute “
Part 26 of the Companies Act 2006 (arrangements and reconstructions)
”
.
104
In Schedule 6 to the Insolvency Act 1986 (categories of preferential debts), in paragraph 14(1)(c) for “section 196 of the Companies Act” substitute “
section 754 of the Companies Act 2006
”
.
105
After Part 17 of the Insolvency Act 1986 (miscellaneous and general) insert—
PART 17ASUPPLEMENTARY PROVISIONS
Introductory434A
The provisions of this Part have effect for the purposes of—
a
the First Group of Parts, and
b
sections 411, 413, 414, 416 and 417 in Part 15.
Representation of corporations at meetings434B
1
If a corporation is a creditor or debenture-holder, it may by resolution of its directors or other governing body authorise a person or persons to act as its representative or representatives—
a
at any meeting of the creditors of a company held in pursuance of this Act or of rules made under it, or
b
at any meeting of a company held in pursuance of the provisions contained in a debenture or trust deed.
2
Where the corporation authorises only one person, that person is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual creditor or debenture-holder.
3
Where the corporation authorises more than one person, any one of them is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual creditor or debenture-holder.
4
Where the corporation authorises more than one person and more than one of them purport to exercise a power under subsection (3)—
a
if they purport to exercise the power in the same way, the power is treated as exercised in that way;
b
if they do not purport to exercise the power in the same way, the power is treated as not exercised.
Legal professional privilege434C
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).
Company Directors Disqualification Act 1986 (c.46)106
1
The Company Directors Disqualification Act 1986 is amended as follows.
2
In section 3(3)(b) M132 (disqualification for persistent breaches of companies legislation)—
a
in sub-paragraph (i), for “section 242(4) of the Companies Act”, substitute “
section 452 of the Companies Act 2006
”
;
b
in sub-paragraph (ia), for “section 245B” substitute “
section 456
”
;
c
in sub-paragraph (ii), for “that Act” substitute “
the Companies Act 1985
”
.
3
After section 20 insert—
20ALegal 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).
4
In section 22 (interpretation)—
a
in subsection (7)—
i
in the definition of “the Companies Acts”, for “section 744 of that Act” substitute “
section 2 of the Companies Act 2006
”
;
ii
in the closing words omit “(except the Insider Dealing Act)”;
b
in subsection (8), for “section 735(1)(c) of the Companies Act, but also including that Act itself” substitute “
section 1171 of the Companies Act 2006
”
;
c
for subsection (9) substitute—
9
Subject to the provisions of this section, expressions that are defined for the purposes of the Companies Acts have the same meaning in this Act.
5
In section 22A(4) M133
(application of Act to building societies), for “or the Companies Act” substitute “
, the Companies Act 1985 or the Companies Act 2006
”
.
6
In section 22B(4) M134
(application of Act to incorporated friendly societies), for “or the Companies Act” substitute “
, the Companies Act 1985 or the Companies Act 2006
”
.
7
In section 22C(3) M135
(application of Act to NHS foundation trusts), for “or the Companies Act” substitute “
, the Companies Act 1985 or the Companies Act 2006
”
.
8
In Part 1 of Schedule 1 (matters for determining unfitness of directors)—
a
for paragraph 4 M136, substitute—
4
The extent of the director's responsibility for any failure by the company to comply with any of the following provisions of the Companies Act 1985, namely—
a
section 288 (register of directors and secretaries);
b
section 352 (obligation to keep up and enter register of members);
c
section 353 (location of register of members);
d
section 363 (duty of company to make annual returns); and
e
sections 399 and 415 (company's duty to register charges it creates).
4A
The extent of the director's responsibility for any failure by the company to comply with any of the following provisions of the Companies Act 2006, namely—
a
section 386 (companies to keep accounting records); and
b
section 388 (where and for how long records to be kept).
b
for paragraph (5) M137, substitute—
5
The extent of the director's responsibility for any failure by the directors of the company to comply with the following provisions of the Companies Act 2006—
a
section 394 or 399 (duty to prepare annual accounts);
b
section 414 or 450 (approval and signature of abbreviated accounts); or
c
section 433 (name of signatory to be stated in published copy of accounts).
c
in paragraph 5A M138, for “the Companies Act” substitute “
the Companies Act 1985 or the Companies Act 2006
”
.
Building Societies Act 1986 (c.53)107
In section 72I(2) of the Building Societies Act 1986 M139
(consistency of accounts), for “Part 7 of the Companies Act 1985” substitute “
Part 15 of the Companies Act 2006
”
.
108
1
Section 119(1) of the Building Societies Act 1986 (interpretation) is amended as follows.
2
For the definition of “associated undertaking”M140 substitute—
“associated undertaking” has the meaning given by section 119A;
3
Omit the definition of “subsidiary undertaking”M141.
4
At the appropriate place insert—
“undertaking” and “subsidiary undertaking” have the same meaning as in the Companies Acts (see sections 1161(1) and 1162 of, and Schedule 7 to, the Companies Act 2006);
109
After that section insert—
119AMeaning of “associated undertaking”
1
In this Act “associated undertaking”, in relation to a building society, means an undertaking (other than a subsidiary undertaking of the society)—
a
in which the society (or the group of which the society is a member) holds a participating interest, and
b
over whose operating and financial policy the society (or group) exercises a significant influence.
2
A “participating interest” means an interest in the shares of the undertaking held on a long term basis for the purpose of securing a contribution to the activities of the society (or group) by the exercise of control or influence arising from or related to that interest.
3
For this purpose—
a
a holding of 20% or more of the shares of an undertaking is presumed to be a participating interest unless the contrary is shown;
b
an “interest in shares” includes—
i
an interest that is convertible into an interest in shares, and
ii
an option to acquire shares or any such interest,
and an interest or option falls within sub-paragraph (i) or (ii) notwithstanding that the shares to which it relates are, until the conversion or the exercise of the option, unissued;
c
an interest held on behalf of an undertaking is treated as held by it.
4
A holding of 20% or more of the voting rights in an undertaking is presumed to result in the exercise of such influence as is mentioned in subsection (1)(b), unless the contrary is shown.
5
For this purpose—
a
the voting rights in an undertaking means the rights conferred on shareholders in respect of their shares or, in the case of an undertaking not having a share capital, on members, to vote on all, or substantially all, matters affecting the undertaking; and
b
the provisions of paragraphs 5 to 11 of Schedule 7 to the Companies Act 2006 (rights to be taken into account and attribution of rights) apply in determining whether the society (or the group) holds 20% or more of the voting rights in an undertaking.
6
References in this section to the group of which the society is a member at any time are to the undertakings that would fall to be included in the consolidation if consolidated group accounts were to be drawn up by the society at that time.
7
An undertaking is not an “associated undertaking” of a building society for the purposes of this Act if, in such accounts, it would fall to be dealt with as a joint venture (that is, an undertaking managed jointly with one or more undertakings not included in the consolidation).
110
In Schedule 10A to the Building Societies Act 1986 M142
(emoluments of and dealings with directors and other officers), in paragraph 1(2), in the definition of “shares”, for “section 188(1) of the Companies Act 1985” substitute “
section 779(1) of the Companies Act 2006
”
.
111
1
Schedule 10B to the Building Societies Act 1986 M143 (disclosures about related undertakings) is amended as follows.
2
In paragraphs 3(2)(a), 7(3)(a), 11(2)(a), 15(2)(a) and 18(2)(a), in each place where it occurs, for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “
the Companies Act 2006
”
.
3
In paragraph 9(5) and (6)(b), for “section 258 of the Companies Act 1985” substitute “
section 1162 of the Companies Act 2006
”
.
Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6))112
In Article 10 of the Companies (Northern Ireland) Order 1986 (expressions used in connection with accounts)—
a
in paragraph (1), for “Part VIII (accounts)” substitute “
Part 15 of the Companies Act 2006 (accounts and reports)
”
;
b
in paragraph (2)
(“realised profits” and “realised losses”), for “Article 270(3)” substitute “
section 853(4) and (5) of the Companies Act 2006
”
;
c
omit paragraph (3) M144.
113
In Article 21(2) of the Companies (Northern Ireland) Order 1986 (particulars of proposed officers to be provided on registration of company), for sub-paragraph (b) substitute—
ba
in the case of a company that is to be a private company, any person who is (or any persons who are) to be the first secretary (or joint secretaries) of the company;
bb
in the case of a company that is to be a public company, the person who is (or the persons who are) to be the first secretary (or joint secretaries) of the company.
114
In Article 22 of the Companies (Northern Ireland) Order 1986 (public companies: minimum authorised capital), for the words from “the amount of” to the end, substitute—
the share capital stated in the memorandum to be that with which the company proposes to be registered—
a
must have a nominal value of not less than the authorised minimum (as defined in section 763 of the Companies Act 2006); and
b
to the extent necessary to comply with that requirement, must be denominated in accordance with section 765 of that Act (allotted share capital of public company to be denominated either in sterling or in euros but not partly in one and partly in the other).
115
In Article 24(4) of the Companies (Northern Ireland) Order 1986 (effect of registration), for “Article 127 (additional certificate as to amount of allotted share capital)” substitute “
section 761 of the Companies Act 2006 (public company not to do business without trading certificate)
”
.
116
In Article 28(2)(a) of the Companies (Northern Ireland) Order 1986 (conditions in memorandum which could have been in articles), for “Part XVIII” substitute “
section 996 of the Companies Act 2006
”
.
117
In Article 53(3) of the Companies (Northern Ireland) Order 1986 (re-registration of private company as public: documents to be delivered to registrar), in sub-paragraph (b), for “Article 272(1)” substitute “
section 831 of the Companies Act 2006
”
.
118
In Article 54(7)(a) of the Companies (Northern Ireland) Order 1986 (consideration for shares recently allotted to be valued: definition of “arrangement”), for “Article 418” substitute “
section 899 of the Companies Act 2006
”
.
119
In Article 55(2) of the Companies (Northern Ireland) Order 1986 (additional requirements relating to share capital), at the end of sub-paragraph (a) insert “
(see Chapter 2 of Part 20 of the Companies Act 2006)
”
.
120
1
Article 56 M145 of the Companies (Northern Ireland) Order 1986 (meaning of unqualified auditors' report) is amended as follows.
2
In paragraph (2), for “in accordance with this Order” substitute “
in accordance with the Companies Act 2006
”
.
3
In paragraph (3), for “the provisions of this Order”, in both places where it occurs, substitute “
the provisions of the Companies Act 2006
”
.
4
In paragraph (4)—
a
for “Article 272(2) and (3)” substitute “
section 831 of the Companies Act 2006
”
;
b
at the end, insert “
and “financial year” has the meaning given by section 390 of that Act
”
.
121
In Article 57(3) of the Companies (Northern Ireland) Order 1986 (private company re-registering as public: certificate of re-registration), at the end insert “
(see Chapter 2 of Part 20 of the Companies Act 2006)
”
.
122
In Article 113(7)(a) of the Companies (Northern Ireland) Order 1986 (non-cash consideration for shares: definition of “arrangement”), for “Article 418” substitute “
section 899 of the Companies Act 2006
”
.
123
In Article 114(2) of the Companies (Northern Ireland) Order 1986 (transfer to public company of non-cash asset: definition of “initial period”), for “Article 127” substitute “
section 761 of the Companies Act 2006
”
.
124
In Article 136 of the Companies (Northern Ireland) Order 1986 (variation of class rights: saving for court's powers under other provisions)—
a
for “Article 418 (court control of company compromising with creditors and members)” substitute “
section 899 of the Companies Act 2006 (court sanction for compromise or arrangement with creditors or members)
”
;
b
for “Article 420 (company reconstruction or amalgamation)” substitute “
section 900 of that Act (powers of court to facilitate reconstruction or amalgamation)
”
.
125
In Article 141(7) of the Companies (Northern Ireland) Order 1986 (merger relief: definitions), in the definition of “arrangement” in the closing words, for “Article 418 (company compromise with creditors and members)” substitute “
section 899 of the Companies Act 2006 (court sanction for compromise or arrangement with creditors or members)
”
.
126
In Article 153(3)(c) of the Companies (Northern Ireland) Order 1986 (general rule against company acquiring own shares: exceptions), for “Part XVIII” substitute “
section 996 of the Companies Act 2006
”
.
127
In Article 159(1) of the Companies (Northern Ireland) Order 1986 (sanctions for public company failing to apply for re-registration as private company), for “Article 91” substitute “
Chapter 1 of Part 20 of the Companies Act 2006
”
.
128
In Article 162(1) of the Companies (Northern Ireland) Order 1986 (financial assistance by a company for acquisition of own shares: definitions)—
a
in sub-paragraph (b)(ii), for “Article 284” substitute “
section 846 of the Companies Act 2006
”
;
b
in sub-paragraph (c), for “Article 271(2)” substitute “
section 829 of the Companies Act 2006
”
.
129
In Article 163 of the Companies (Northern Ireland) Order 1986 (transactions not prohibited by Article 161), in paragraph (3)(e), for “Article 418” substitute “
section 899 of the Companies Act 2006
”
.
130
In Article 172C M146 of the Companies (Northern Ireland) Order 1986 (treasury shares: voting and other rights), in paragraph (3), for “meetings under Article 418” substitute “
meetings summoned under section 896 of the Companies Act 2006
”
.
131
In Article 172F(2) M147 of the Companies (Northern Ireland) Order 1986 of the Companies (Northern Ireland) Order 1986 (treasury shares: proceeds of sale), for “Part IX” substitute “Part 23 of the Companies Act 2006.
132
In Article 181 M148of the Companies (Northern Ireland) Order 1986 (power of private companies to redeem or purchase own shares out of capital), in paragraph (5)(b), for “any reserve maintained by the company in accordance with paragraph 34 of Schedule 4 or paragraph 34 of Schedule 8 (revaluation reserve)” substitute “
any revaluation reserve maintained by the company in accordance with regulations made under section 396 of the Companies Act 2006
”
.
133
In Article 182(1) M149 of the Companies (Northern Ireland) Order 1986 (availability of profits for private company to redeem or purchase shares out of capital)—
a
for “Part IX” substitute “
Part 23 of the Companies Act 2006
”
;
b
for “Articles 278 to 283” substitute “
Chapter 2 of that Part
”
.
134
In Article 191 M150 of the Companies (Northern Ireland) Order 1986 (interpretation for Chapter 7 of Part 6), in paragraph (a)
(meaning of “distributable profits”) for “Article 271(2)” substitute “
section 829 of the Companies Act 2006
”
.
135
1
In Article 240(2) of the Companies (Northern Ireland) Order 1986 (disclosure required in notes to accounts: emoluments and other benefits of directors etc), in the entry relating to Part 2 of Schedule 6, omit “and connected persons”.
2
This amendment has effect in relation to financial years ending on or after 6th April 2008.
136
In Article 297 M151 of the Companies (Northern Ireland) Order 1986 (particulars of directors to be registered), in paragraph (4)(a) for “Article 257AA(4)” substitute “
section 481 of the Companies Act 2006
”
.
137
In Article 298(1) of the Companies (Northern Ireland) Order 1986 (particulars of secretaries to be registered), after “with respect to the secretary” insert “
(if any)
”
.
138
In Article 359 M152 of the Companies (Northern Ireland) Order 1986 (particulars in correspondence etc), in paragraph (1)(c), for “as defined in Article 274” substitute “
as defined for the purposes of Part 23 of the Companies Act 2006 (see section 833 of that Act)
”
.
139
In Article 372(1)(c) of the Companies (Northern Ireland) Order 1986 (contents of annual return: particulars of secretary), after “the company secretary” insert “
(if any)
”
.
140
In Article 388(2) M153 of the Companies (Northern Ireland) Order 1986 (registration, etc of resolutions and agreements), for the words from “every resolution” to “and which is” substitute “
every such resolution, and every resolution or agreement to which Chapter 3 of Part 3 of the Companies Act 2006 applies (resolutions and agreements affecting a company's constitution), which is
”
.
141
After Article 446C of the Companies (Northern Ireland) Order 1986, insert—
Offences by bodies corporate446D
Where an offence under any of Articles 441, 442 to 444 and 446B is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose—
a
any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and
b
if the body is a company, any shadow director is treated as an officer of the company.
142
In Article 634 of the Companies (Northern Ireland) Order 1986 (registration of joint stock company as public company) in the definition of “undistributable reserves” in paragraph (6), for “Article 272(3)” substitute “
section 831(4) of the Companies Act 2006
”
.
143
In Article 650 of the Companies (Northern Ireland) Order 1986 (Part 23 company's financial year and accounting reference periods)—
a
in paragraph (1), for “Articles 231 to 233” substitute “
Sections 390 to 392 of the Companies Act 2006
”
;
b
in paragraph (3), for “Article 233(4)” substitute “
section 392(3)
”
.
144
In Article 651 of the Companies (Northern Ireland) Order 1986 (delivery to registrar of accounts and reports of Part 23 company), in paragraph (4), for “Article 233” substitute “
section 392 of the Companies Act 2006
”
.
145
In Schedule 1 M154 of the Companies (Northern Ireland) Order 1986 (particulars of directors to be contained in statement under Article 21), in paragraph 2(2)(a) for “Article 257AA(4)” substitute “
section 481 of the Companies Act 2006
”
.
146
Omit Part 2 of Schedule 2 M155 of the Companies (Northern Ireland) Order 1986 (interpretation of references in Schedule 5 to “beneficial interest”).
147
1
Part 2 of Schedule 6 M156 of the Companies (Northern Ireland) Order 1986 (disclosure of information: loans, quasi-loans and other dealings in favour of directors) is amended as follows—
a
in paragraph 15(a) and (b), omit “, or was connected with such a director”;
b
in paragraph 16(a) and (b), omit “or was connected with such a director”;
c
in paragraph 17(1), omit “, or a person connected with such a director,”;
d
in paragraph 19(b), omit “or was connected with a director of it”;
e
in paragraph 22(2)(b), omit the words from “and where that person” to the end;
f
in paragraph 24(1)—
i
omit “, or was connected with such a director,”;
ii
omit “or any person connected with him,”;
g
in paragraph 27(1), omit paragraph (d).
2
These amendments have effect in relation to financial years ending on or after 6th April 2008.
148
1
In Part 4 of Schedule 9 M157 of the Companies (Northern Ireland) Order 1986 (banking companies: additional disclosure of emoluments and other benefits to directors and others) paragraph 3 is amended as follows—
a
in sub-paragraph (1)(a), omit “, or who was connected with such a director”;
b
omit sub-paragraphs (4) and (5).
2
These amendments have effect in relation to financial years ending on or after 6th April 2008.
149
1
In Schedule 15D M158 of the Companies (Northern Ireland) Order 1986 (exceptions from prohibition of disclosure of information obtained in course of company investigation), in paragraph 1, for “Article 253C” substitute “
section 457 of the Companies Act 2006
”
.
2
The amendment made by this paragraph has effect in relation to disclosures for the purpose of enabling or assisting a person to exercise functions in relation to accounts for financial years beginning on or after 6th April 2008.
150
In Part 2 of Schedule 20C M159 of the Companies (Northern Ireland) Order 1986 (delivery of reports and accounts: institutions not required to prepare accounts under parent law)—
a
in paragraph 10—
i
in the opening words, for “Articles 231 to 233” substitute “
Sections 390 to 392 of the Companies Act 2006
”
;
ii
in sub-paragraph (b), for “Article 233(4)” substitute “
section 392(3)
”
;
b
in paragraph 12(3) for “Article 233” substitute “
section 392 of the Companies Act 2006
”
.
151
In Part 2 of Schedule 20D M160 of the Companies (Northern Ireland) Order 1986 (delivery of reports and accounts: companies not required to make disclosure under parent law)—
a
in paragraph 9—
i
in the opening words, for “Articles 231 to 233” substitute “
Sections 390 to 392 of the Companies Act 2006
”
;
ii
in paragraph (b), for “Article 233(4)” substitute “
section 392(3)
”
;
b
in paragraph 12(3), for “Article 233” substitute “
section 392 of the Companies Act 2006
”
.
Dartford-Thurrock Crossing Act 1988 (c.20)152
In section 33(2) of the Dartford-Thurrock Crossing Act 1988 M161
(accounts of person appointed to levy tolls), for “Part VII of the Companies Act 1985” substitute “
Part 15 of the Companies Act 2006
”
.
British Steel Act 1988 (c.35)153
1
Section 7 of the British Steel Act 1988 (financial structure of the successor company) is amended as follows.
2
In subsection (2)—
a
in paragraph (b), for “section 263(1) of the Companies Act 1985” substitute “
section 830 of the Companies Act 2006
”
, and
b
in the closing words, for “Part VIII of that Act (distribution of profits and assets)” substitute “
Part 23 of that Act (distributions)
”
.
3
In subsection (4)—
a
for “section 264(3)(d) of the Companies Act 1985” substitute “
section 831(4)(d) of the Companies Act 2006
”
,
b
for “section 264” substitute “
section 831
”
, and
c
for “section 264(3)(c)” substitute “
section 831(4)(c)
”
.
4
In subsection (7), for “Part VIII of the Companies Act 1985” substitute “
Part 23 of the Companies Act 2006
”
.
5
In subsection (8), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
Health and Medicines Act 1988 (c.49)154
In section 5(3) of the Health and Medicines Act 1988 (accounts of successor company), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
Water Act 1989 (c.15)155
In section 91(5) of the Water Act 1989 (meaning of “statutory accounts”), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
Electricity Act 1989 (c.29)156
In section 80(4) of the Electricity Act 1989 (meaning of “statutory accounts”), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
Companies Act 1989 (c.40)157
In section 82 of the Companies Act 1989 M162
(request for assistance by overseas regulatory authority), in subsection (2)(a)(i), after “the Companies Act 1985” insert “
or the Companies Act 2006
”
.
158
In section 87 of the Companies Act 1989 (exceptions from restrictions on disclosure), in the table in subsection (4), for the entries for “a body designated by order under section 46 of this Act”M163 and “a recognised supervisory or qualifying body within the meaning of Part II of this Act” substitute—
A body designated by order under section 1252 of the Companies Act 2006.
Functions under Part 42 of the Companies Act 2006.
A recognised supervisory or qualifying body within the meaning of Part 42 of the Companies Act 2006.
Functions as such a body.
159
1
Section 135 of the Companies Act 1989 (orders imposing restrictions on shares) is amended as follows.
2
In subsection (1), after “the Companies Act 1985” insert “
and the Companies Act 2006
”
.
3
In subsection (2)—
a
omit“section 210(5), section 216(1) and (2)”;
b
at the end insert “
and section 794 of the Companies Act 2006
”
.
Local Government and Housing Act 1989 (c.42)160
1
The Local Government and Housing Act 1989 M164 is amended as follows.
2
In section 68 (companies controlled by local authorities), in subsection (6)(g) for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
3
In section 69 (companies subject to local authority influence)—
a
in subsection (4)(a), for “section 152(2) of the Companies Act 1985” substitute “
section 677(2) and (3) of the Companies Act 2006
”
;
b
for subsection (4)(b) substitute—
b
“fixed assets” means assets of a company that are intended for use on a continuing basis in the company's activities, and “current assets” means assets not intended for such use;
c
in subsection (9), for “the Companies Act 1985” substitute “
the Companies Acts (as defined in section 2 of the Companies Act 2006)
”
.
4
In section 71 (controls of minority interests etc in certain companies)—
a
in subsections (4) and (5)(a), for “section 375 of the Companies Act 1985” substitute “
section 323 of the Companies Act 2006
”
;
b
in subsection (8), for “the Companies Act 1985” substitute “
the Companies Acts (as defined in section 2 of the Companies Act 2006)
”
.
European Economic Interest Grouping Regulations 1989 (S.I. 1989/638)161
1
Regulation 2(1) of the European Economic Interest Grouping Regulations 1989 (interpretation) is amended as follows.
2
At the appropriate place insert—
“the Companies Acts” has the meaning given by section 2 of the Companies Act 2006;
3
In the closing words, for “by section 744 of the 1985 Act” substitute “
for the purposes of the Companies Acts
”
.
162
In regulation 8(1) of the European Economic Interest Grouping Regulations 1989 (winding up and conclusion of liquidation), omit “and the 1985 Act”.
163
For regulation 18 of the European Economic Interest Grouping Regulations 1989 (application of the Companies Act 1985) substitute—
Application of provisions of the Companies Acts18
1
The provisions of the Companies Acts specified in Schedule 4 to these Regulations apply to EEIGs, and their establishments, registered or in the process of being registered under these Regulations, as if they were companies formed and registered or in the process of being registered under the 1985 Act.
2
The provisions applied have effect with the following adaptations—
a
any reference to the 1985 Act or the Companies Acts includes a reference to these Regulations;
b
any reference to a registered office includes a reference to an official address;
c
any reference to a daily default fine shall be omitted.
3
The provisions applied also have effect subject to any limitations mentioned in relation to those provisions in that Schedule.
164
1
Schedule 4 to the European Economic Interest Grouping Regulations 1989 (provisions of the Companies Act 1985 applying to EEIGS and their establishments) is amended as follows.
2
In the Schedule title, for “Companies Act 1985” substitute “
Companies Acts
”
.
3
Make the existing provisions Part 1 of the Schedule under the heading— “
PART 1
PROVISIONS OF COMPANIES ACT 1985
”
.
4
Omit paragraphs 12 and 24.
5
After that Part, insert—
PART 2PROVISIONS OF COMPANIES ACT 2006
1
Section 993 (offence of fraudulent trading).
2
Part 36 (offences), so far as it relates to offences under sections applied by regulation 18 above and this Schedule.
Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19))165
1
Paragraph 3 of Schedule A1 to the Insolvency (Northern Ireland) Order 1989 M165 (moratorium where directors propose voluntary arrangement: qualifying conditions) is amended as follows.
2
In sub-paragraph (2)—
a
in paragraph (a), for “Article 255(3) of the Companies (Northern Ireland) Order 1986” substitute “
section 382(3) of the Companies Act 2006
”
, and
b
in paragraph (b), for “that Article” substitute “
that Act
”
.
3
In sub-paragraph (3)—
a
for “Paragraphs (4), (5) and (6) of Article 255 of that Order” substitute “
Section 382(4), (5) and (6) of that Act
”
, and
b
for “that Article” substitute “
that section
”
.
4
In sub-paragraph (4)—
a
for “holding company” substitute “
parent company
”
, and
b
for “in respect of” substitute “
in relation to
”
.
5
For sub-paragraph (5) substitute—
5
For the purposes of sub-paragraph (4)—
a
“group” has the same meaning as in Part 15 of the Companies Act 2006 (see section 474(1) of that Act); and
b
a group qualifies as small in relation to a financial year if it so qualifies under section 383(2) to (7) of that Act, and qualifies as medium-sized in relation to a financial year if it so qualifies under section 466(2) to (7) of that Act.
6
The amendments in this paragraph apply only in relation to periods, or parts of periods, falling on or after 6th April 2008.
166
In Schedule B1 to the Insolvency (Northern Ireland) Order 1989 M166 (administration)—
a
in paragraphs 50(3)(b) and 74(2)(c), for “Article 418 of the Companies Order (compromise with creditors or members)” substitute “
Part 26 of the Companies Act 2006 (arrangements and reconstructions)
”
;
b
in paragraph 75(6)(b), for “Article 418 of the Companies Order (compromise with creditors and members)” substitute “
Part 26 of the Companies Act 2006 (arrangements and reconstructions)
”
.
167
1
Part 3 of the Insolvency (Northern Ireland) Order 1989 (administration) as it has effect by virtue of—
a
Article 4(1) of the Insolvency (Northern Ireland) Order 2005 M167 (special administration regimes), or
b
Article 2(3) or (4) of the Insolvency (2005 Order) (Transitional Provisions and Savings) Order (Northern Ireland) 2006 M168 (other purposes),
(that is, without the amendments made by the Insolvency (Northern Ireland) Order 2005) is amended as follows.
2
In Article 21(3), for paragraph (c) substitute—
c
the sanctioning under Part 26 of the Companies Act 2006 of a compromise or arrangement between the company and its creditors or members; and
3
In Article 39(3)(a) for “Article 418 of the Companies Order” substitute “
Part 26 of the Companies Act 2006
”
.
168
In Article 102 of the Insolvency (Northern Ireland) Order 1989 (circumstances in which a company may be wound up by the court), in paragraph (b)
(public company not issued with certificate as to compliance with minimum share capital requirement) for the words from “a certificate” to “requirements)” substitute “
a trading certificate under section 761 of the Companies Act 2006 (requirement as to minimum share capital)
”
.
169
In Article 150A(4)(b) of the Insolvency (Northern Ireland) Order 1989 M169
(share of assets for unsecured creditors: exclusion by compromise or arrangement), for “Article 418 of the Companies Order (compromise with creditors and members)” substitute “
Part 26 of the Companies Act 2006 (arrangements and reconstructions)
”
.
170
In Schedule 4 to the Insolvency (Northern Ireland) Order 1989 (categories of preferential debts), in paragraph 14(1)(b) for “Article 205 of the Companies Order” substitute “
section 754 of the Companies Act 2006
”
.
171
After Part 14 of the Insolvency (Northern Ireland) Order 1989 (miscellaneous) insert—
PART 15SUPPLEMENTARY PROVISIONS
Introductory383
The provisions of this Part have effect for the purposes of—
a
Parts 2 to 7 (company insolvency; companies winding-up),
b
Articles 2 and 5 to 8 (interpretation), and
c
Articles 359, 360, 361 and 362 in Part 13.
Representation of corporations at meetings384
1
If a corporation is a creditor or debenture-holder, it may by resolution of its directors or other governing body authorise a person or persons to act as its representative or representatives—
a
at any meeting of the creditors of a company held in pursuance of this Order or of rules made under it, or
b
at any meeting of a company held in pursuance of the provisions contained in a debenture or trust deed.
2
Where the corporation authorises only one person, that person is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual creditor or debenture-holder.
3
Where the corporation authorises more than one person, any one of them is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual creditor or debenture-holder.
4
Where the corporation authorises more than one person and more than one of them purport to exercise a power under paragraph (3)—
a
if they purport to exercise the power in the same way, the power is treated as exercised in that way;
b
if they do not purport to exercise the power in the same way, the power is treated as not exercised.
Legal professional privilege385
In proceedings against a person for an offence under this Order nothing in this Order 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.
European Economic Interest Grouping Regulations (Northern Ireland) 1989 (S.R. (NI) 1989 No 216)172
1
Regulation 2(1) of the European Economic Interest Grouping Regulations (Northern Ireland) 1989 (interpretation) is amended as follows.
2
At the appropriate place insert—
“the Companies Acts” has the meaning given by section 2 of the Companies Act 2006;
3
In the closing words, for “by Article 2 of the 1986 Order have the meanings assigned to them by that Article” substitute “
for the purposes of the Companies Acts have the same meaning in these Regulations
”
.
173
For regulation 18 of the European Economic Interest Grouping Regulations (Northern Ireland) 1989 (application of the Companies (Northern Ireland) Order 1986) substitute—
Application of provisions of the Companies Acts18
1
The provisions of the Companies Acts specified in Schedule 4 to these Regulations apply to EEIGs, and their establishments, registered or in the process of being registered under these Regulations, as if they were companies formed and registered or in the process of being registered under the 1986 Order.
2
The provisions applied have effect with the following adaptations—
a
any reference to the 1986 Order or the Companies Acts includes a reference to these Regulations;
b
any reference to a registered office includes a reference to an official address;
c
any reference to a daily default fine shall be omitted.
3
The provisions applied also have effect subject to any limitations mentioned in relation to those provisions in that Schedule.
174
1
Schedule 4 to the European Economic Interest Grouping Regulations (Northern Ireland) 1989 (provisions of the Companies (Northern Ireland) Order 1986 applying to EEIGS and their establishments) is amended as follows.
2
In the Schedule title, for “Companies (Northern Ireland) Order 1986” substitute “
Companies Acts
”
.
3
Make the existing provisions Part 1 of the Schedule under the heading— “
PART 1
PROVISIONS OF COMPANIES (NORTHERN IRELAND) ORDER 1986
”
.
4
Omit paragraph 12.
5
After that Part, insert—
PART 2PROVISIONS OF COMPANIES ACT 2006
1
Section 993 (offence of fraudulent trading).
Broadcasting Act 1990 (c.42)175
In section 138(3) of the Broadcasting Act 1990 (undistributable reserves of nominated company)—
a
for “subsection (3)(d) of section 264 of the Companies Act 1985” substitute “
section 831(4)(d) of the Companies Act 2006
”
;
b
for “subsection (3)(c) of that section” substitute “
section 831(4)(c)
”
.
176
1
Part 1 of Schedule 2 to the Broadcasting Act 1990 (restrictions on the holding of licences: general provisions) is amended as follows.
2
In paragraph 2(1A)(a)(iii) M170 omit “as defined by section 220(1) of the Companies Act 1985”.
3
In paragraph 2, after sub-paragraph (1A) insert—
1AA
In sub-paragraph (1A)(a)(iii), “depositary receipt” means a certificate or other record (whether or not in the form of a document)—
a
which is issued by or on behalf of a person who holds shares or who holds evidence of the right to receive shares, or has an interest in shares, in a particular body corporate; and
b
which evidences or acknowledges that another person is entitled to rights in relation to those shares or shares of the same kind, which shall include the right to receive such shares (or evidence of the right to receive such shares) from the person mentioned in paragraph (a).
Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10))177
1
Article 70 of the Companies (No. 2) (Northern Ireland) Order 1990 (orders imposing restrictions on shares) is amended as follows.
2
In paragraph (1), after “the Companies Order” insert “
and the Companies Act 2006
”
.
3
In paragraph (2)—
a
omit “Article 218(5), Article 224(1) and (2)”;
b
at the end insert “
and section 794 of the Companies Act 2006
”
.
Education (Student Loans) (Northern Ireland) Order 1990 (S.I. 1990/1506 (N.I. 11))178
In Schedule 2 to the Education (Student Loans)
(Northern Ireland) Order 1990 (provisions about loans out of money made available by Department), in paragraph 4(1A) for “Part VIII of the Companies (Northern Ireland) Order 1986” substitute “
Part 15 of the Companies Act 2006
”
.
Ports Act 1991 (c.52)179
1
Schedule 1 to the Ports Act 1991 (supplementary provisions with respect to transfers of statutory port undertakings) is amended as follows.
2
In paragraph 11(1)—
a
in the opening words, for “sections 270 to 276 of the Companies Act 1985” substitute “
sections 836 to 840 of the Companies Act 2006
”
;
b
in paragraph (a), for “section 270” substitute “
section 836
”
;
c
in paragraph (b), for “section 273” substitute “
section 839
”
.
3
In paragraph 11(2), for “Part VII of the Companies Act 1985” substitute “
Part 15 of the Companies Act 2006
”
.
4
In paragraph 13(a), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
Statutory Water Companies Act 1991 (c.58)180
In section 9(1) of the Statutory Water Companies Act 1991 (arrangements and reconstructions), for “Part XIII of the 1985 Act” substitute “
Part 26 of the Companies Act 2006
”
.
British Technology Group Act 1991 (c.66)181
1
Section 8 of the British Technology Group Act 1991 (financial structure of successor company) is amended as follows.
2
In subsection (4)—
a
for “section 264(3)(d) of the Companies Act 1985” substitute “
section 831(4)(d) of the Companies Act 2006
”
,
b
for “section 264” substitute “
section 831
”
, and
c
for “section 264(3)(c)” substitute “
section 831(4)(c)
”
.
3
In subsection (7), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
Water Consolidation (Consequential Provisions) Act 1991 (c.60)182
In paragraph 40(1) of Schedule 1 to the Water Consolidation (Consequential Provisions) Act 1991 (construction of references to companies liable to be wound up), for “sections 425(6)(a) and 460(2) of the Companies Act 1985” substitute “
sections 895(2) and 995(4) of the Companies Act 2006
”
.
Friendly Societies Act 1992 (c.40)183
In section 69I(2)(a) of the Friendly Societies Act 1992 M171
(consistency of accounts), for “Part 7 of the Companies Act 1985” substitute “
Part 15 of the Companies Act 2006
”
.
184
In section 78A(1) of the Friendly Societies Act 1992 M172
(interpretation of Part 6), in the definition of “parent undertaking” and “subsidiary undertaking” for “section 258 of the Companies Act 1985, read in conjunction with sections 259 and 260 of, and Schedule 10A to, that Act” substitute “
section 1162 of the Companies Act 2006, read in conjunction with section 1161(1) of and Schedule 7 to that Act
”
.
185
In Schedule 11 to the Friendly Societies Act 1992 M173 (committee of management: supplementary), for paragraph 8 substitute—
8
1
A friendly society or registered branch must not make any payment to a member of the committee of management of the society or branch—
a
by way of compensation for loss of office, or
b
as consideration for or in connection with the member's retirement from office,
unless particulars of the proposed payment (including its amount) have been disclosed to members of the society or branch and the proposal has been approved by the society or branch.
2
Sub-paragraph (1) does not apply to a bona fide payment by way of damages for breach of contract or by way of pension in respect of past services.“Pension” here includes any superannuation allowance, superannuation gratuity or similar payment.
186
1
Schedule 13E to the Friendly Societies Act 1992 M174 (disclosures about related undertakings) is amended as follows.
2
In paragraphs 3(2)(a), 7(3)(a), 11(2)(a), 15(2)(a) and 18(2)(a) for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “
the Companies Act 2006
”
.
3
In paragraph 9—
a
in sub-paragraphs (5) and (6)(b) for “section 258 of the Companies Act 1985” substitute “
section 1162 of the Companies Act 2006
”
;
b
in sub-paragraph (6)(a) for “section 258” substitute “
section 1162
”
.
187
In Schedule 14 to the Friendly Societies Act 1992 (auditors: appointment, tenure, qualifications and remuneration), in paragraph 5(4), for “section 52 of the Companies Act 1989 or Article 54 of the Companies (Northern Ireland) Order 1990” substitute “
section 1260 of the Companies Act 2006
”
.
Trade Union and Labour Relations (Consolidation) Act 1992 (c.52)188
In section 131(2) of the Trade Union and Labour Relations (Consolidation) Act 1992 (auditors of employers' association that is registered as a company), omit “Chapter V of Part XI of that Act or”.
Electricity (Northern Ireland) Order 1992 (S.I. 1992/231 (N.I. 1))189
1
The Electricity (Northern Ireland) Order 1992 is amended as follows.
2
In Article 73(6) M175
(initial government holding in successor companies: Crown not to be treated as shadow director), for “the Companies (Northern Ireland) Order 1986” substitute “
the Companies Acts (as defined in section 2 of the Companies Act 2006)
”
.
3
In Article 77 (statutory reserves), in paragraph (3)—
a
for “Article 272(3)(d) of the Companies Order” substitute “
section 831(4)(d) of the Companies Act 2006
”
;
b
for “that Article” substitute “
that section
”
;
c
for “Article 272(3)(c) of that Order” substitute “
section 831(4)(c) of that Act
”
.
4
In Article 78 (statutory accounts), in paragraph (1), for “the Companies (Northern Ireland) Order 1986” substitute “
the Companies Acts (as defined in section 2 of the Companies Act 2006)
”
.
5
In Article 82 (conversion or discharge of certain loans or advances), in paragraph (4)
(definition of “statutory accounts”) for “the Companies (Northern Ireland) Order 1986” substitute “
the Companies Acts (as defined in section 2 of the Companies Act 2006)
”
.
Industrial Relations (Northern Ireland) Order 1992 (S.I. 1992/807 (N.I. 5))190
In Article 7 of the Industrial Relations (Northern Ireland) Order 1992 (property of trade unions etc), in the closing words of paragraph (4), for “Article 193(1) or” substitute “
section 770 of the Companies Act 2006 or Article
”
.
Housing (Northern Ireland) Order 1992 (S.I. 1992/1725 (N.I. 15))191
1
Article 29 of the Housing (Northern Ireland) Order 1992 (restrictions on exercise of certain powers of registered housing associations) is amended as follows.
2
In the opening words of paragraph (4), omit “as defined in Article 386 of the Companies (Northern Ireland) Order 1986”.
3
In paragraph (4)(b) for “Article 388 of the Companies (Northern Ireland) Order 1986 (as that section has effect by virtue of the said section 64(a))” substitute “
section 30 of the Companies Act 2006 (as it applies by virtue of Article 70(2) of the Insolvency (Northern Ireland) Order 1989 and section 64(a) of the Act of 1969)
”
.
Charities Act 1993 (c.10)F5192
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Railways Act 1993 (c.43)193
In the Railways Act 1993 M176—
a
in section 94(6) (accounting provisions)—
i
in paragraph (b) of the definition of “accounting year”, and
ii
in the definition of “statutory accounts”, and
b
in section 106(4) (accounts),
for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
Pension Schemes Act 1993 (c.48)194
1
The Pension Schemes Act 1993 is amended as follows.
2
In section 127(2)(a)
(transfer of rights and remedies to Secretary of State), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
3
In Schedule 4 (priority in bankruptcy etc)—
a
in paragraph 3(1)(c)
(contributions equivalent premiums), for “section 196 of the Companies Act 1985” substitute “
section 754 of the Companies Act 2006
”
;
b
in paragraph 4(1)(a)
(interpretation), for “section 196(3) of the Companies Act 1985” substitute “
section 754(3) of the Companies Act 2006
”
.
Pension Schemes (Northern Ireland) Act 1993 (c.49)195
1
The Pension Schemes (Northern Ireland) Act 1993 is amended as follows.
2
In section 123(2)(b) (transfer to Department of rights and remedies), omit “or any provision of the Companies (Northern Ireland) Order 1986”.
3
In Schedule 3 (priority in bankruptcy etc), in paragraph 3(1)(b), for “Article 205 of the Companies (Northern Ireland) Order 1986” substitute “
section 754 of the Companies Act 2006
”
.
Coal Industry Act 1994 (c.21)196
1
Paragraph 6 of Schedule 3 to the Coal Industry Act 1994 (distributable reserves of successor companies) is amended as follows.
2
In sub-paragraph (1), for “section 263 of the Companies Act 1985” substitute “
section 830 of the Companies Act 2006
”
.
3
In sub-paragraph (2), for “section 264 of the Companies Act 1985” substitute “
section 831 of the Companies Act 2006
”
.
4
In sub-paragraph (7)—
a
in the definition of “called-up share capital”, for “Companies Act 1985” substitute “
Companies Act 2006
”
;
b
in the definition of “net assets”, for “section 264” substitute “
section 831
”
;
c
in the definition of “undistributable reserves”, for “subsection (3)” substitute “
subsection (4)
”
.
Airports (Northern Ireland) Order 1994 (S.I. 1994/426 (N.I. 1))197
1
The Airports (Northern Ireland) Order 1994 is amended as follows.
2
In Article 31 (mandatory conditions in case of designated airports), in paragraph (2)(b), for “the Companies Order” substitute “
the Companies Act 2006
”
.
3
In Article 50(1)
(interpretation) in the definition of “statutory accounts” for “the Companies Order” substitute “
the Companies Acts (as defined in section 2 of the Companies Act 2006)
”
.
4
In Article 57(6) M177
(initial government holding in successor company: Crown not to be treated as shadow director), for “the Companies Order” substitute “
the Companies Acts (as defined in section 2 of the Companies Act 2006)
”
.
5
In Article 60 (statutory reserves), in paragraph (4)—
a
for “Article 272(3)(d) of the Companies Order” substitute “
section 831(4)(d) of the Companies Act 2006
”
;
b
for “that Article” substitute “
that section
”
;
c
for “Article 272(3)(c) of that Order” substitute “
section 831(4)(c) of that Act
”
.
6
In Article 61 (statutory accounts), in paragraph (7)
(meaning of “financial year”) for “Article 231 of the Companies Order” substitute “
section 390 of the Companies Act 2006
”
.
Ports (Northern Ireland) Order 1994 (S.I. 1994/2809 (N.I. 16))198
1
The Schedule to the Ports (Northern Ireland) Order 1994 (supplementary provisions with respect to transfers) is amended as follows.
2
In paragraph 7(a)
(interpretation of references to accounts) for “the Companies (Northern Ireland) Order 1986” substitute “
the Companies Acts (as defined in section 2 of the Companies Act 2006)
”
.
3
In paragraph 13 (relevant accounts for determining whether a distribution is lawful)—
a
in the opening words of sub-paragraph (1), for “Articles 278 to 284 of the Companies (Northern Ireland) Order 1986” substitute “
sections 836 to 840 of the Companies Act 2006
”
;
b
in sub-paragraph (1)(a), for “Article 278” substitute “
section 836
”
;
c
in sub-paragraph (1)(b), for “Article 281” substitute “
section 839
”
;
d
in sub-paragraph (2), for “Part VIII of the Companies (Northern Ireland) Order 1986” substitute “
Part 15 of the Companies Act 2006
”
.
Requirements of Writing (Scotland) Act 1995 (c.7)199
In Schedule 2 to the Requirements of Writing (Scotland) Act 1995 (subscription and signing: special cases), in paragraph 3 (companies), for sub-paragraph (2)(a) substitute—
a
sections 270(3) and 274 of the Companies Act 2006; and
Crown Agents Act 1995 (c.24)200
In section 5(4) of the Crown Agents Act 1995 (statutory accounts of successor company), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
Employment Rights Act 1996 (c.18)201
In section 189(2)(a) of the Employment Rights Act 1996 (transfer of rights and remedies to Secretary of State), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
Housing Act 1996 (c.52)202
1
Schedule 1 to the Housing Act 1996 (registered social landlords) is amended as follows.
2
In paragraph 13 (arrangement, reconstruction etc of company)—
a
in sub-paragraph (2), for “section 425 of the Companies Act 1985” substitute “
section 899 of the Companies Act 2006
”
;
b
in sub-paragraph (3), for “section 427 of the Companies Act 1985” substitute “
section 900 of the Companies Act 2006
”
.
3
For paragraph 16A M178 (companies exempt from audit: accountant's report) substitute—
16A
1
This paragraph applies to a registered social landlord that—
a
is a company,
b
is exempt from the audit requirements of the Companies Act 2006 by virtue of section 477 of that Act (small companies' exemption), and
c
is not a charity.
2
The directors of the company must cause a report to be prepared in accordance with paragraph 16B and made to the company's members in respect of the company's individual accounts for any year in which the company takes advantage of its exemption from audit.
3
The Relevant Authority may, in respect of any such financial year, give a direction to the company requiring it—
a
to appoint a qualified auditor to audit its accounts and balance sheet for that year, and
b
to furnish to the Relevant Authority a copy of the auditor's report by such date as is specified in the direction.
4
A direction under sub-paragraph (3) may not be given until after the end of the financial year to which it relates.
16B
1
The report required for the purposes of paragraph 16A(2) must be prepared by a person (“the reporting accountant”) who is eligible under paragraph 16C.
2
The report must state whether in the opinion of the reporting accountant making it—
a
the accounts of the company for the financial year in question are in agreement with the accounting records kept by the company under section 386 of the Companies Act 2006, and
b
having regard only to, and on the basis of, the information contained in those accounting records, those accounts have been drawn up in a manner consistent with the provisions of Part 15 of that Act, so far as applicable to the company.
3
The report must also state that in the opinion of the reporting accountant, having regard only to, and on the basis of, the information contained in the accounting records kept by the company under section 386 of the Companies Act 2006, the company is entitled to exemption from audit under section 477 of that Act (small companies' exemption) for the financial year in question.
4
The report must state the name of the reporting accountant and be signed and dated.
5
The report must be signed—
a
where the reporting accountant is an individual, by that individual;
b
where the reporting accountant is a firm, for and on behalf of the firm by an individual authorised to do so.
16C
1
The reporting accountant must be either—
a
a member of a body listed in sub-paragraph (4) who, under the rules of the body—
i
is entitled to engage in public practice, and
ii
is not ineligible for appointment as a reporting accountant, or
b
any person (whether or not a member of any such body) who—
i
is subject to the rules of any such body in seeking appointment or acting as a statutory auditor under Part 42 of the Companies Act 2006, and
ii
under those rules, is eligible for such appointment.
2
In sub-paragraph (1), references to the rules of a body listed in sub-paragraph (4) are to the rules (whether or not laid down by the body itself) which the body has power to enforce and which are relevant for the purposes of Part 42 of the Companies Act 2006 (statutory auditors) or this paragraph. This includes rules relating to the admission and expulsion of members of the body, so far as relevant for the purposes of that Part or this paragraph.
3
An individual or a firm may be appointed as a reporting accountant, and section 1216 of the Companies Act 2006 (effect of appointment of partnership) applies to the appointment as reporting accountant of a partnership constituted under the law of England and Wales or Northern Ireland, or under the law of any other country or territory in which a partnership is not a legal person.
4
The bodies referred to in sub-paragraphs (1) and (2) are—
a
the Institute of Chartered Accountants in England and Wales,
b
the Institute of Chartered Accountants of Scotland,
c
the Institute of Chartered Accountants in Ireland,
d
the Association of Chartered Certified Accountants,
e
the Association of Authorised Public Accountants,
f
the Association of Accounting Technicians,
g
the Association of International Accountants,
h
the Chartered Institute of Management Accountants, and
i
the Institute of Chartered Secretaries and Administrators.
5
The Secretary of State may by order amend sub-paragraph (4) by adding or removing a body to or from the list in that sub-paragraph or by varying any entry for the time being included in that list.
6
An order under sub-paragraph (5) shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.
7
A person may not be appointed by a company as reporting accountant if he would be prohibited from acting as auditor of that company by virtue of section 1214 of the Companies Act 2006 (independence requirement).
16D
1
The provisions of the Companies Act 2006 listed in sub-paragraph (2) apply to the reporting accountant and a reporting accountant's report as they apply to an auditor of the company and an auditor's report on the company's accounts, subject to any necessary modifications.
2
The provisions are—
a
sections 423 to 425 (duty to circulate copies of annual accounts);
b
sections 431 and 432 (right of member or debenture holder to demand copies of accounts);
c
sections 434 to 436 (requirements in connection with publication of accounts);
d
sections 437 and 438 (public companies: laying of accounts before general meeting);
e
sections 441 to 444 (duty to file accounts with registrar of companies);
f
section 454(4)(b) and regulations made under that provision (functions of auditor in relation to revised accounts);
g
sections 499 to 501 (auditor's right to information);
h
sections 505 and 506 (name of auditor to be stated in published copies of report).
3
In sections 505 and 506 as they apply by virtue of this paragraph in a case where the reporting accountant is a firm, any reference to the senior statutory auditor shall be read as a reference to the person who signed the report on behalf of the firm.
16E
In paragraphs 16A to 16D—
“company” means a company registered under the Companies Act 1985;
“financial year” has the meaning given by section 390 of the Companies Act 2006;
“firm” has the meaning given by section 1173(1) of that Act;
“individual accounts” has the meaning given by section 394 of that Act;
“qualified auditor”, in relation to a company, means a person who—
- a
is eligible for appointment as a statutory auditor of the company under Part 42 of that Act, and
- b
is not prohibited from acting as statutory auditor of the company by virtue of section 1214 of that Act (independence requirement).
Broadcasting Act 1996 (c.55)203
1
Schedule 6 to the Broadcasting Act 1996 (c.55) (transfer schemes relating to BBC transmission network: successor companies) is amended as follows.
2
In paragraph 2(5), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
3
In paragraph 3(1), for “section 263 of the Companies Act 1985” substitute “
section 830 of the Companies Act 2006
”
.
4
In paragraph 3(2), for “section 264 of the Companies Act 1985” substitute “
section 831 of the Companies Act 2006
”
.
5
In paragraph 3(6)—
a
in the definition of “called-up share capital”, for “Companies Act 1985” substitute “
Companies Act 2006
”
;
b
in the definition of “net assets”, for “section 264 of that Act” substitute “
section 831 of the Companies Act 2006
”
;
c
in the definition of “undistributable reserves”, for “subsection (3) of that section” substitute “
subsection (4) of that section
”
.
6
In paragraph 4(1) (distributions by reference to accounts)—
a
for “sections 270 to 276 of the Companies Act 1985” substitute “
sections 836 to 840 of the Companies Act 2006
”
;
b
in paragraph (a), for “section 270” substitute “
section 836
”
;
c
in paragraph (b), for “section 273” substitute “
section 839
”
; and
d
in the closing words, for “section 226” substitute “
section 394
”
.
7
In paragraph 4(5), in the definition of “accounting reference period” for “section 224 of the Companies Act 1985” substitute “
section 391 of the Companies Act 2006
”
.
Employment Rights (Northern Ireland) Order 1996 (S.I. 1996/1919 (N.I. 16))204
In Article 234(2) of the Employment Rights (Northern Ireland) Order 1996 (transfer to Department of rights and remedies), omit“or any provision of the Companies (Northern Ireland) Order 1986”.
Bank of England Act 1998 (c.11)205
1
In section 7(9) of the Bank of England Act 1998 (application of Companies Act requirements in relation to accounts)—
a
for “the Companies Act 1985” substitute “
the Companies Act 2006
”
;
b
for “(except section 232)” substitute “
(except sections 412 and 413 (directors' benefits))
”
; and
c
for “section 226(1)” substitute “
section 394
”
.
2
In section 17(7D) of the Bank of England Act 1998 M179
(power to obtain information), for “section 259 of the Companies Act 1985” substitute “
section 1161(1) of the Companies Act 2006
”
.
Petroleum Act 1998 (c.17)206
In section 17E(6) of the Petroleum Act 1998 M180, in the definition of “accounting information”, for “section 221 of the Companies Act 1985” substitute “
section 386 of the Companies Act 2006
”
.
Government of Wales Act 1998 (c.38)207
In section 144(3)(b) of the Government of Wales Act 1998 (accounts, audit and reports)—
a
for “section 259(1) of the Companies Act 1985” substitute “
section 1161(1) of the Companies Act 2006
”
;
b
for “section 258” substitute “
section 1162
”
.
Commonwealth Development Corporation Act 1999 (c.20)208
In section 26(2) of the Commonwealth Development Corporation Act 1999 (interpretation)—
a
after “the Companies Act 1985” insert “
or the Companies Act 2006
”
;
b
for the table at the end of that subsection, substitute—
Expression
Defining provision
Allotment
Section 738 of the Companies Act 1985
Called-up share capital
Section 737(1) of the Companies Act 1985
Net assets
Section 831(2) of the Companies Act 2006
Paid up
Section 738 of the Companies Act 1985
Registrar of companies
Section 744 of the Companies Act 1985
Shadow director
Section 251 of the Companies Act 2006
Undistributable reserves
Section 831(4) of the Companies Act 2006
209
1
Part 2 of Schedule 2 to the Commonwealth Development Corporation Act 1999 (modifications of Companies Acts as they apply to the Corporation) is amended as follows.
2
In paragraph 9(a)
(certificate as to share capital), for “section 117 of the Companies Act 1985” substitute “
section 761 of the Companies Act 2006
”
.
3
In paragraph 11 (accounting reference periods)—
a
in sub-paragraph (1), for “section 224(2) to (6) of the Companies Act 1985” substitute “
section 391(2) to (7) of the Companies Act 2006
”
;
b
in sub-paragraph (5), for “section 225 of the Companies Act 1985” substitute “
section 392 of the Companies Act 2006
”
.
4
In paragraph 12 (status as investment company)—
a
in sub-paragraph (1), for “Section 266 of the Companies Act 1985” substitute “
Section 833 of the Companies Act 2006
”
;
b
in sub-paragraph (2)—
i
for “Section 842(1A)(a) of the Income and Corporation Taxes Act 1988” substitute “
Section 834(2)(a) of the Companies Act 2006
”
, and
ii
for “section 266(2)(b) of the Companies Act 1985” substitute “
section 833(2)(b) of that Act
”
;
c
in sub-paragraph (5), in the definition of “investment company”, for “section 266(1) of the Companies Act 1985” substitute “
section 833(1) of the Companies Act 2006
”
.
5
In paragraph 14, in sub-paragraph (2), after “that section” insert “
or section 1063 of the Companies Act 2006 (fees payable to registrar)
”
.
Greater London Authority Act 1999 (c.29)210
In section 233(6) of the Greater London Authority Act 1999 (provision of information to PPP arbiter)—
a
in the definition of “parent undertaking” and “subsidiary undertaking” for “section 258 of the Companies Act 1985” substitute “
section 1162 of the Companies Act 2006
”
;
b
in the definition of “participating interest” for “section 260 of that Act” substitute “
section 421A of the Financial Services and Markets Act 2000
”
;
c
in the definition of “undertaking” for “section 259” substitute “
section 1161(1)
”
.
Financial Services and Markets Act 2000 (c.8)211
1
In section 105 of the Financial Services and Markets Act 2000 (insurance business transfer schemes), for subsections (5) to (7) substitute—
5
If the scheme involves a compromise or arrangement falling within Part 27 of the Companies Act 2006 (mergers and divisions of public companies), the provisions of that Part (and Part 26 of that Act) apply accordingly but this does not affect the operation of this Part in relation to the scheme.
2
In section 106 of the Financial Services and Markets Act 2000 (banking business transfer schemes), for subsection (3)(b) substitute—
b
the scheme is a compromise or arrangement to which Part 27 of the Companies Act 2006 (mergers and divisions of public companies) applies.
3
In section 112 of the Financial Services and Markets Act 2000 (effect of order sanctioning business transfer scheme)—
a
in subsection (6), for “the provisions mentioned in subsection (7)” substitute “
section 770(1) of the Companies Act 2006
”
(registration of transfer of shares or debentures);
b
omit subsection (7);
c
in subsection (14), for paragraphs (a) and (b) substitute “
the Companies Acts (see sections 540 and 738 of the Companies Act 2006).
”
.
4
In sections 362(6), 365(7) and 371(5) of the Financial Services and Markets Act 2000 (FSA's powers to participate in proceedings), for “section 425 of the Companies Act 1985 (or Article 418 of the Companies (Northern Ireland) Order 1986” substitute “
section 896 or 899 of the Companies Act 2006
”
.
212
1
In section 420(1) of the Financial Services and Markets Act 2000 (parent and subsidiary undertakings) for “Part VII of the Companies Act 1985 (or Part VIII of the Companies (Northern Ireland) Order 1986)” substitute “
the Companies Acts (see section 1162 of, and Schedule 7 to, the Companies Act 2006)
”
.
2
In section 421(2) of the Financial Services and Markets Act 2000 (general definition of “group”), for “has the same meaning as in Part VII of the Companies Act 1985 or Part VIII of the Companies (Northern Ireland) Order 1986” substitute “
has the meaning given in section 421A
”
>.
3
After that section, insert—
421AMeaning of “participating interest”
1
In section 421 a “participating interest” means an interest held by an undertaking in the shares of another undertaking which it holds on a long-term basis for the purpose of securing a contribution to its activities by the exercise of control or influence arising from or related to that interest.
2
A holding of 20% or more of the shares of an undertaking is presumed to be a participating interest unless the contrary is shown.
3
The reference in subsection (1) to an interest in shares includes—
a
an interest which is convertible into an interest in shares, and
b
an option to acquire shares or any such interest;
and an interest or option falls within paragraph (a) or (b) notwithstanding that the shares to which it relates are, until the conversion or the exercise of the option, unissued.
4
For the purposes of this section an interest held on behalf of an undertaking shall be treated as held by it.
5
In this section “undertaking” has the same meaning as in the Companies Acts (see section 1161(1) of the Companies Act 2006).
213
In Schedule 1 to the Financial Services and Markets Act 2000 (the Financial Services Authority), in paragraph 10(4)(a) for “the 1985 Act” substitute “
the Companies Act 2006
”
.
Government Resources and Accounts Act 2000 (c.20)214
In sections 5(4)(a) and 9(5)(a) of the Government Resources and Accounts Act 2000 M181, for “section 256 of the Companies Act 1985” substitute “
section 464 of the Companies Act 2006
”
.
Postal Services Act 2000 (c.26)215
1
Section 72 of the Postal Services Act 2000 (reserves of the Post Office company and its subsidiaries) is amended as follows.
2
In subsection (3), for “section 263(1) of the Companies Act 1985 or Article 271(1) of the Companies (Northern Ireland) Order 1986” substitute “
section 830 of the Companies Act 2006
”
.
3
In subsection (4), for “section 264(3)(d) of the Act of 1985 or Article 272(3)(d) of the Order of 1986” substitute “
section 831(4)(d) of the Companies Act 2006
”
.
4
In subsection (5)—
i
for “section 264 of the Act of 1985 or Article 272 of the Order of 1986” substitute “
section 831 of the Companies Act 2006
”
;
ii
for “section 264(3)(c) of the Act of 1985 or Article 272(3)(c) of the Order of 1986” substitute “
section 831(4)(c) of the Companies Act 2006
”
.
216
In section 73 of the Postal Services Act 2000 (statutory accounts of the Post Office company), in subsection (4), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
217
In section 77 of the Postal Services Act 2000 (publicity requirements for certain accounts and reports of the Post Office company)—
a
in subsection (1)(a), for “section 235 of the Companies Act 1985” substitute “
section 495 of the Companies Act 2006
”
;
b
in subsection (2)—
i
for “section 234 of the Companies Act 1985” substitute “
section 415 of the Companies Act 2006
”
;
ii
for “section 234A” substitute “
section 419
”
;
c
in subsection (4), for “Part VII of the Companies Act 1985” substitute “
Part 15 of the Companies Act 2006
”
.
Transport Act 2000 (c.38)218
1
The Transport Act 2000 is amended as follows.
2
In section 48 (accounting provisions: interpretation), in subsections (4)(b) and (5), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “
the Companies Act 2006
”
.
3
In section 59(5)
(securities: other provisions), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “
the Companies Act 2006
”
.
Housing (Scotland) Act 2001 (asp 10)F6219
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Open-Ended Investment Companies Regulations 2001 (S.I. 2001/1228)220
In regulation 2(3) of the Open-Ended Investment Companies Regulations 2001 (interpretation)—
a
for “the 1985 Act” substitute “
the Companies Acts (as defined in section 2 of the Companies Act 2006)
”
;
b
for “that Act” substitute “
those Acts
”
.
221
In regulation 13(5) of the Open-Ended Investment Companies Regulations 2001 (particulars of directors: meaning of significant transaction), for “section 249AA(5) of that Act” substitute “
section 1169(2) of the Companies Act 2006, other than a transaction to which subsection (3) of that section applies
”
.
222
In paragraph 11 of Schedule 5 to the Open-Ended Investment Companies Regulations 2001 (auditors)—
a
in sub-paragraph (1), for “section 390B of the 1985 Act” substitute “
section 494 of the Companies Act 2006
”
;
b
in sub-paragraph (2)—
i
for “section 390B of the 1985 Act” substitute “
section 494 of the Companies Act 2006
”
;
ii
for “section 390B(3)” substitute “
section 494(4)
”
.
223
1
Schedule 6 to the Open-Ended Investment Companies Regulations 2001 (mergers and divisions) is amended as follows.
2
In the opening words of paragraph 2—
a
for “section 425 of the 1985 Act” substitute “
section 896 or 899 of the Companies Act 2006
”
, and
b
for “for an order sanctioning” substitute “
in respect of
”
.
3
In the opening words of paragraph 3—
a
for “section 425 of the 1985 Act” substitute “
section 896 or 899 of the Companies Act 2006
”
, and
b
for “for an order sanctioning” substitute “
in respect of
”
.
4
For paragraph 5, substitute—
5
An application made by virtue of paragraph 2 or 3 shall be treated as one to which Part 27 of the Companies Act 2006 applies (mergers and divisions of public companies), and the provisions of that Part and Part 26 of that Act have effect accordingly, subject to paragraph 6.
5
In paragraph 6—
a
in sub-paragraph (1), for “All the provisions of the 1985 Act” substitute “
The provisions of the Companies Act 2006
”
;
b
in sub-paragraph (2), for “a Case 1 Scheme, a Case 2 Scheme or a Case 3 Scheme” substitute “
a merger by absorption, a merger by formation of a new company or a division
”
;
c
in sub-paragraph (3)—
i
omit paragraph (h);
ii
in paragraph (i), for “the 1985 Act” substitute “
the Companies Act 2006
”
.
Land Registration Act 2002 (c.9)224
In section 91 of the Land Registration Act 2002 (electronic dispositions: formalities), for subsection (9) substitute—
9
In relation to the execution of a document by a company in accordance with section 44(2) of the Companies Act 2006 (signature on behalf of the company)—
a
subsection (4) above has effect in relation to paragraph (a) of that provision (signature by two authorised signatories) but not paragraph (b) (signature by director in presence of witness);
b
the other provisions of section 44 apply accordingly (the references to a document purporting to be signed in accordance with subsection (2) of that section being read as references to its purporting to be authenticated in accordance with this section);
c
where subsection (4) above has effect in relation to a person signing on behalf of more than one company, the requirement of subsection (6) of that section is treated as met if the document specifies the different capacities in which the person signs.
Enterprise Act 2002 (c.40)225
In section 255(2)(c) of the Enterprise Act 2002 (order for application of law about company arrangements etc to other bodies), for “section 425 of the Companies Act 1985” substitute “
Part 26 of the Companies Act 2006
”
.
Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4))226
1
The Company Directors Disqualification (Northern Ireland) Order 2002 is amended as follows.
2
In Article 2 (interpretation)—
a
in paragraph (2)—
i
in the definition of “the companies legislation”, for “the Companies Orders (except Part V of the Criminal Justice Act 1993 (insider dealing))” substitute “
the Companies Acts
”
;
ii
omit the definition of “the Companies Orders”;
iii
at the appropriate place insert—
“the Companies Acts” has the meaning given in section 2 of the Companies Act 2006;
b
in paragraph (4)—
i
for “the Companies Orders” substitute “
the Companies Acts
”
;
ii
for “Article 2(3) of the Companies Order, but also including that Order itself” substitute “
section 1171 of the Companies Act 2006
”
;
c
for paragraph (5) substitute—
5
Subject to the provisions of this Article, expressions that are defined for the purposes of the Companies Acts have the same meaning in this Order.
3
In Article 6(3)(b) (disqualification for persistent breaches of companies legislation)—
a
in sub-paragraph (i), for “Article 250(3) of the Companies Order”, substitute “
section 452 of the Companies Act 2006
”
;
b
in sub-paragraph (ii), for “Article 253B of the Companies Order” substitute “
section 456 of the Companies Act 2006
”
.
4
After Article 23 insert—
Legal professional privilege23A
In proceedings against a person for an offence under this Order nothing in this Order 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.
5
In Article 25(4)
(application of Order to incorporated friendly societies), for “or the Companies Order” substitute “
, the Companies Order or the Companies Act 2006
”
.
6
In Part 1 of Schedule 1 (matters for determining unfitness of directors)—
a
in paragraph 4, for sub-paragraph (1), substitute—
1
The extent of the director's responsibility for any failure by the company to comply with any of the following provisions of the Companies Order, namely—
a
Article 296 (register of directors and secretaries);
b
Article 360 (obligation to keep up and enter register of members);
c
Article 361 (location of register of members);
d
Article 371 (duty of company to make annual returns); and
e
Articles 405 and 652D (duty of company to deliver particulars of charges on its property).
1A
The extent of the director's responsibility for any failure by the company to comply with any of the following provisions of the Companies Act 2006, namely—
a
section 386 (companies to keep accounting records); and
b
section 388 (where and for how long records to be kept).
b
in paragraph 4(2), for “(g)”, in both places where it occurs, substitute “
(e)
”
;
c
for paragraph (5), substitute—
5
The extent of the director's responsibility for any failure by the directors of the company to comply with the following provisions of the Companies Act 2006—
a
section 394 or 399 (duty to prepare annual accounts);
b
section 414 or 450 (approval and signature of abbreviated accounts); or
c
section 433 (name of signatory to be stated in published copy of accounts).
d
in paragraph 6, after “the Companies Order” insert “
or the Companies Act 2006
”
;
e
in paragraph 7, after “the Companies Order” insert “
or the Companies Act 2006
”
.
Energy Act 2004 (c.20)227
In sections 29(5) and 30(5) of the Energy Act 2004 (disregard for tax purposes of certain Companies Act provisions), in the definition of “relevant provision”, for “a provision for liabilities or charges as defined in paragraph 89 of Schedule 4 to the Companies Act 1985” substitute “
any amount retained as reasonably necessary for the purposes of providing for any liability or loss which is either likely to be incurred, or certain to be incurred but uncertain as to amount or as to the date on which it will arise
”
.
228
1
Schedule 6 to the Energy Act 2004 (structure etc of transferee companies) is amended as follows.
2
In paragraph 6 (distributable reserves of transferee companies)—
a
in sub-paragraph (2)(a), for “section 263 of the Companies Act 1985” substitute “
section 830 of the Companies Act 2006
”
;
b
in sub-paragraph (3), for “section 264 of the Companies Act 1985” substitute “
section 831 of the Companies Act 2006
”
;
c
in sub-paragraph (8)—
i
in the definition of “accounting reference period” for “section 224 of the Companies Act 1985” substitute “
section 391 of the Companies Act 2006
”
;
ii
in the definition of “called-up share capital”, for “that Act” substitute “
the Companies Act 1985
”
;
iii
in the definition of “net assets” for “section 264(2)” substitute “
section 831(2) of the Companies Act 2006
”
;
iv
in the definition of “undistributable reserves” for “section 264(3)” substitute “
section 831(4)
”
.
3
In paragraph 7 (dividends)—
a
in sub-paragraph (2)—
i
in the opening words, for “sections 270 to 276 of the Companies Act 1985” substitute “
sections 836 to 840
”
;
ii
in paragraph (a), for “section 270” substitute “
section 836
”
;
iii
in paragraph (b), for “section 273” substitute “
section 839
”
;
iv
in the closing words, for “section 226” substitute “
section 394
”
;
b
in sub-paragraph (5), in the definition of “accounting reference period”, for “section 224 of the Companies Act 1985” substitute “
section 391 of the Companies Act 2006
”
.
229
In Schedule 7 to the Energy Act 2004 (finances and accounts of transferee companies)—
a
in paragraph 8(4), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
;
b
in paragraph 9(a), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
230
In Schedule 20 to the Energy Act 2004 (conduct of energy administration), in paragraph 16(2), in the substituted paragraph (b) of paragraph 74(6) of Schedule B1 to the 1986 Act, for “section 425 of the Companies Act” substitute “
section 899 of the Companies Act 2006
”
.
Horserace Betting and Olympic Lottery Act 2004 (c.25)231
1
The Horserace Betting and Olympic Lottery Act 2004 is amended as follows.
2
In section 6 (accounts of successor company to the Tote)—
a
in subsection (6), for “sections 270 to 276 of the Companies Act 1985” substitute “
sections 836 to 840 of the Companies Act 2006
”
;
b
in subsection (7), for “the Companies Act 1985” substitute “
the Companies Act 2006
”
.
3
In section 12 (interpretation) for “the Companies Act 1985” substitute “
the Companies Acts (as defined in section 2 of the Companies Act 2006)
”
.
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27)232
1
In section 14 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (supervision of accounts and reports of issuers of transferable securities), in subsection (12) M182
(expressions defined by reference to the Financial Services and Markets Act 2000), after “In this section” insert “
and sections 15A to 15E below
”
.
2
For section 15 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 M183 (application of certain company law provisions to bodies appointed under section 14) substitute—
15Application of sections 15A to 15E
1
The provisions of sections 15A to 15E have effect in relation to bodies appointed under section 14 (supervision of accounts and reports of issuers of transferable securities).
2
In those sections—
a
“prescribed body” means a body appointed under that section; and
b
references to the functions of a prescribed body are to its functions under that section.
15ADisclosure of information by tax authorities
1
The Commissioners for Her Majesty's Revenue and Customs may disclose information to a prescribed body for the purposes of its functions.
2
This section applies despite any statutory or other restriction on the disclosure of information. Provided that, in the case of personal data within the meaning of the Data Protection Act 1998, information is not to be disclosed in contravention of that Act.
3
Information disclosed to a prescribed body under this section—
a
may only be used for the purposes of its functions, and
b
must not be further disclosed except to the person to whom the information relates.
4
A person who contravenes subsection (3) commits an offence unless—
a
the person did not know, and had no reason to suspect, that the information had been disclosed under this section, or
b
the person took all reasonable steps and exercised all due diligence to avoid the commission of the offence.
5
A person guilty of an offence under subsection (4) is liable—
a
on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
b
on summary conviction—
i
in England and Wales or Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);
ii
in Northern Ireland, to imprisonment for a term not exceeding three months, or to a fine not exceeding the statutory maximum (or both).
6
In subsection (5)(b)(i) as it applies in relation to England and Wales in the case of an offence committed before section 154(1) of the Criminal Justice Act 2003 comes into force, for “twelve months” substitute
“ six months ”.7
Sections 400, 401 and 403 of the Financial Services and Markets Act 2000 (supplementary provisions relating to offences) apply in relation to an offence under this section.
15BPower of prescribed body to require documents, information and explanations
1
This section applies where it appears to a prescribed body that there is, or may be, a question whether the periodic accounts and reports produced by an issuer of transferable securities comply with any accounting requirements imposed by Part 6 rules.
2
The prescribed body may require any of the persons mentioned in subsection (3) to produce any document, or to provide any information or explanations, that the body may reasonably require for the purpose of its functions.
3
Those persons are—
a
the issuer;
b
any officer, employee, or auditor of the issuer;
c
any persons who fell within paragraph (b) at a time to which the document or information required by the prescribed body relates.
4
If a person fails to comply with such a requirement, the prescribed body may apply to the court.
5
If it appears to the court that the person has failed to comply with a requirement under subsection (2), it may order the person to take such steps as it directs for securing that the documents are produced or the information or explanations are provided.
6
A statement made by a person in response to a requirement under subsection (2) or an order under subsection (5) may not be used in evidence against him in any criminal proceedings.
7
Nothing in this section compels any person to disclose documents or information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings.
8
In this section—
“the court” means the High Court or the Court of Session; and
“document” includes information recorded in any form.
15CRestrictions on disclosure of information obtained under compulsory powers
1
This section applies to information (in whatever form) obtained in pursuance of a requirement or order under section 15B (power of prescribed body to require documents etc) that relates to the private affairs of an individual or to any particular business.
2
No such information may, during the lifetime of that individual or so long as that business continues to be carried on, be disclosed without the consent of that individual or the person for the time being carrying on that business.
3
This does not apply—
a
to disclosure permitted by section 15D (permitted disclosure of information obtained under compulsory powers), or
b
to the disclosure of information that is or has been available to the public from another source.
4
A person who discloses information in contravention of this section commits an offence, unless—
a
the person did not know, and had no reason to suspect, that the information had been disclosed under section 15B, or
b
the person took all reasonable steps and exercised all due diligence to avoid the commission of the offence.
5
A person guilty of an offence under this section is liable—
a
on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
b
on summary conviction—
i
in England and Wales or Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);
ii
in Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).
6
In subsection (5)(b)(i) as it applies in relation to England and Wales in the case of an offence committed before section 154(1) of the Criminal Justice Act 2003 comes into force, for “twelve months” substitute
“ six months ”.15DPermitted disclosure of information obtained under compulsory powers
1
The prohibition in section 15C of the disclosure of information obtained in pursuance of a requirement or order under section 15B (power of prescribed body to require documents etc) that relates to the private affairs of an individual or to any particular business has effect subject to the following exceptions.
2
It does not apply to the disclosure of information for the purpose of facilitating the carrying out by the prescribed body of its functions.
3
It does not apply to disclosure to—
a
the Secretary of State,
b
the Department of Enterprise, Trade and Investment for Northern Ireland,
c
the Treasury,
d
the Bank of England,
e
the Financial Services Authority, or
f
the Commissioners for Her Majesty's Revenue and Customs.
4
It does not apply to disclosure—
a
for the purpose of assisting a body designated by an order under section 1252 of the Companies Act 2006 (delegation of functions of the Secretary of State) to exercise its functions under Part 42 of that Act (statutory auditors);
b
with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by an accountant or auditor of his professional duties;
c
for the purpose of enabling or assisting the Secretary of State or the Treasury to exercise any of their functions under any of the following—
i
the Companies Acts (as defined in section 2 of the Companies Act 2006),
ii
Part 5 of the Criminal Justice Act 1993 (insider dealing),
iii
the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989,
iv
the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002,
v
the Financial Services and Markets Act 2000;
d
for the purpose of enabling or assisting the Department of Enterprise, Trade and Investment for Northern Ireland to exercise any powers conferred on it by the enactments relating to companies, directors' disqualification or insolvency;
e
for the purpose of enabling or assisting the Bank of England to exercise its functions;
f
for the purpose of enabling or assisting the Commissioners for Her Majesty's Revenue and Customs to exercise their functions;
g
for the purpose of enabling or assisting the Financial Services Authority to exercise its functions under any of the following—
i
the legislation relating to friendly societies or to industrial and provident societies,
ii
the Building Societies Act 1986,
iii
Part 7 of the Companies Act 1989,
iv
the Financial Services and Markets Act 2000; or
h
in pursuance of any Community obligation.
5
It does not apply to disclosure to a body exercising functions of a public nature under legislation in any country or territory outside the United Kingdom that appear to the prescribed body to be similar to its functions for the purpose of enabling or assisting that body to exercise those functions.
6
In determining whether to disclose information to a body in accordance with subsection (5), the prescribed body must have regard to the following considerations—
a
whether the use which the other body is likely to make of the information is sufficiently important to justify making the disclosure;
b
whether the other body has adequate arrangements to prevent the information from being used or further disclosed other than—
i
for the purposes of carrying out the functions mentioned in that subsection, or
ii
for other purposes substantially similar to those for which information disclosed to the prescribed body could be used or further disclosed.
7
Nothing in this section authorises the making of a disclosure in contravention of the Data Protection Act 1998.
15EPower to amend categories of permitted disclosure
1
The Secretary of State may by order amend section 15D(3), (4) and (5).
2
An order under this section must not—
a
amend subsection (3) of that section (UK public authorities) by specifying a person unless the person exercises functions of a public nature (whether or not he exercises any other function);
b
amend subsection (4) of that section (purposes for which disclosure permitted) by adding or modifying a description of disclosure unless the purpose for which the disclosure is permitted is likely to facilitate the exercise of a function of a public nature;
c
amend subsection (5) of that section (overseas regulatory authorities) so as to have the effect of permitting disclosures to be made to a body other than one that exercises functions of a public nature in a country or territory outside the United Kingdom.
3
The power to make an order under this section is exercisable by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.
233
In section 16(2)(c) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 M184
(grants to bodies concerned with accounting standards), for “the Companies Act 1985 or the 1986 Order” substitute “
the Companies Act 2006
”
.
234
1
Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (community interest companies) is amended as follows.
2
In section 34 M185 (community interest company reports)—
a
in subsection (2) for the words from the beginning to “treated as” substitute “
Regulations must make provision
”
;
b
in subsection (3)(c), omit “the 1985 Act, the 1986 Order or”.
3
In section 43(3) M186
(auditor's rights to information), for “Sections 398A and 398B of the 1985 Act or Articles 397A and 397B of the 1986 Order” substitute “
Sections 499 to 501 of the Companies Act 2006
”
.
4
In section 45(3)(b) (appointment of director: statutory power to override restrictions in company's articles etc), omit “in general meeting”.
5
In section 53(a) (ceasing to be a community interest company), omit “or a Scottish charity”.
European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326)235
1
The European Public Limited-Liability Company Regulations 2004 are amended as follows.
2
In regulation 3 (interpretation)—
a
in paragraph (1), at the appropriate place insert—
“the Companies Acts” has the meaning given by section 2 of the Companies Act 2006;
b
in paragraph (2), for the words from “listed in the index” to the end substitute “
defined for the purposes of the Companies Acts have the same meaning in these Regulations
”
;
c
in paragraph (4), for “listed in the index of defined expressions referred to” substitute “
defined as mentioned
”
.
3
In regulation 13(1)
(documents sent to the registrar), for “the 1985 Act” substitute “
the Companies Acts
”
.
4
In regulation 79(7)
(shadow directors as members of supervisory organ), for “section 741(2) of the 1985 Act” substitute “
section 251 of the Companies Act 2006
”
.
5
In regulation 80 (particulars of members to be registered), in paragraph (5)(a) and (b) for “section 249AA(3) of the 1985 Act” substitute “
section 481 of the Companies Act 2006
”
.
6
In regulation 83 (accounting reference period and financial year of transferring SE)—
a
in paragraphs (1)(a) and (3), for “section 224 of the 1985 Act” substitute “
section 391 of the Companies Act 2006
”
;
b
in paragraph (1)(b), for “section 223 of the 1985 Act” substitute “
section 390 of the Companies Act 2006
”
.
7
In regulation 88(1)
(effect of registration), for “the 1985 Act” substitute “
the Companies Acts
”
.
8
In regulation 89 (records of a converting SE), for “the 1985 Act” substitute “
the Companies Acts
”
.
9
In Schedule 4 (application of provisions of 1985 Act and Insolvency Act 1986)—
a
in the Schedule heading, for “the 1985 Act” substitute “
the Companies Acts
”
;
b
in paragraph 9(a) and (b), for “section 117 of the 1985 Act” substitute “
section 761 of the Companies Act 2006
”
;
c
in paragraph 11, for “section 224(3A) of the 1985 Act” substitute “
section 391(4) of the Companies Act 2006
”
.
Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 335)236
In regulation 2(3) of the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (interpretation), for “used in the 1986 Order have the same meaning as in the 1986 Order” substitute “
used in the Companies Acts (as defined in section 2 of the Companies Act 2006) have the same meaning as in the Companies Acts
”
.
237
In regulation 13(5) of the Open-Ended Investment Companies Regulations (Northern Ireland) 2004, for “Article 257AA(5) of that Order” substitute “
section 1169(2) of the Companies Act 2006, other than a transaction to which subsection (3) of that section applies.
”
.
238
In paragraph 11 of Schedule 5 to the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (auditors)—
a
in sub-paragraph (1), for “Article 398B of the 1986 Order” substitute “
section 494 of the Companies Act 2006
”
;
b
in sub-paragraph (2)—
i
for “Article 398B of the 1986 Order” substitute “
section 494 of the Companies Act 2006
”
;
ii
for “Article 398B(3)” substitute “
section 494(4)
”
.
239
1
Schedule 6 to the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (mergers and divisions) is amended as follows.
2
In the opening words of paragraph 2—
a
for “Article 418 of the 1986 Order” substitute “
section 896 or 899 of the Companies Act 2006
”
, and
b
for “for an order sanctioning” substitute “
in respect of
”
.
3
In the opening words of paragraph 3—
a
for “Article 418 of the 1986 Order” substitute “
section 896 or 899 of the Companies Act 2006
”
, and
b
for “for an order sanctioning” substitute “
in respect of
”
.
4
For paragraph 5, substitute—
5
An application made by virtue of paragraph 2 or 3 shall be treated as one to which Part 27 of the Companies Act 2006 applies (mergers and divisions of public companies), and the provisions of that Part and Part 26 of that Act have effect accordingly, subject to paragraph 6.
5
In paragraph 6—
a
in sub-paragraph (1), for “All the provisions of the 1986 Order” substitute “
The provisions of the Companies Act 2006
”
;
b
in sub-paragraph (2), for “a Case 1 Scheme, a Case 2 Scheme or a Case 3 Scheme” substitute “
a merger by absorption, a merger by formation of a new company or a division
”
;
c
in sub-paragraph (3)—
i
omit paragraph (h);
ii
in paragraph (i), for “the 1986 Order” substitute “
the Companies Act 2006
”
.
European Public Limited-Liability Company Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 417)240
1
The European Public Limited-Liability Company Regulations (Northern Ireland) 2004 are amended as follows.
2
In regulation 3 (interpretation)—
a
in paragraph (1), at the appropriate place insert—
“the Companies Acts” has the meaning given by section 2 of the Companies Act 2006;
b
in paragraph (2), for the words from “listed in the index” to the end substitute “
defined for the purposes of the Companies Acts have the same meaning in these Regulations
”
;
c
in paragraph (4), for “listed in the index of defined expressions referred to” substitute “
defined as mentioned
”
.
3
In regulation 13(1)
(documents sent to the registrar), for “the 1986 Order” substitute “
the Companies Acts
”
.
4
In regulation 77(6)
(shadow directors as members of supervisory organ), for “Article 9(2) of the 1986 Order” substitute “
section 251 of the Companies Act 2006
”
.
5
In regulation 78 (particulars of members to be registered), in paragraph (4)(a) and (b) for “Article 257AA(4) of the 1986 Order” substitute “
section 481 of the Companies Act 2006
”
.
6
In regulation 81 (accounting reference period and financial year of transferring SE)—
a
in paragraphs (1)(a) and (3), for “Article 232 of the 1986 Order” substitute “
section 391 of the Companies Act 2006
”
;
b
in paragraph (1)(b), for “Article 231 of the 1986 Order” substitute “
section 390 of the Companies Act 2006
”
.
7
In regulation 86(1)
(effect of registration), for “the 1986 Order” substitute “
the Companies Acts
”
.
8
In regulation 87 (records of a converting SE), for “the 1986 Order” substitute “
the Companies Acts
”
.
9
In Schedule 4 (application of provisions of 1986 Order and Insolvency (Northern Ireland) Order 1989)—
a
in the Schedule heading, for “the 1986 Order” substitute “
the Companies Acts
”
;
b
in paragraph 9(a) and (b), for “Article 127 of the 1986 Order” substitute “
section 761 of the Companies Act 2006
”
;
c
in paragraph 11, for “Article 232(3A) of the 1986 Order” substitute “
section 391(4) of the Companies Act 2006
”
.
Charities and Trustee Investment (Scotland) Act 2005 (asp 10)241
1
The Charities and Trustee Investment (Scotland) Act 2005 is amended as follows.
2
In section 46 (duty of auditors etc to report to OSCR), in subsection (1)—
a
in paragraph (a), for “Chapter 5 of Part 11 of the Companies Act 1985” substitute “
Chapter 2 of Part 16 of the Companies Act 2006
”
;
b
omit paragraph (b).
These amendments do not affect the obligations of persons appointed to audit or, as the case may be, report on accounts for financial years beginning before 6th April 2008.
3
In section 105 (meaning of “control” etc), in subsection (3)—
a
for “Part 1 of Schedule 13 to the Companies Act 1985” substitute “
Schedule 1 to the Companies Act 2006
”
;
b
for “section 346(4)
(connected persons etc)” substitute “
section 254 (directors connected with body corporate)
”
.
Community Interest Company Regulations 2005 (S.I. 2005/1788)242
1
The Community Interest Company Regulations 2005 are amended as follows.
2
In regulation 2 (interpretation)—
a
at the appropriate place insert—
“the 2006 Act” means the Companies Act 2006;
b
in the definition of “distributable profits”M187 omit the words from “and is to be interpreted” to “available for distribution”.
3
In regulation 26 M188 (contents of community interest company report: general), omit paragraphs (1)(c) and (3).
4
For regulation 29 M189 (application of provisions relating to the directors' report) substitute—
Application of provisions relating to directors' report29
The following provisions of the 2006 Act apply to the community interest company report as they apply to the directors' report—
section 419 (approval and signing);
sections 423 to 425, 430 to 433 and 436 (publication);
sections 437 and 438(public companies: laying before general meeting);
sections 441 to 448 and 451 to 453 (filing obligations);
section 454 (voluntary revision).
5
In Schedules 1, 2 and 3 M190
(provisions prescribed for memorandum or articles of community interest company), in paragraph 3(5)
(meaning of “financial year”), for “section 223 of the 1985 Act or Article 231 of the 1986 Order” substitute “
section 390 of the 2006 Act
”
.
Government of Wales Act 2006 (c.32)243
1
The Government of Wales Act 2006 is amended as follows.
2
In section 134(5) (accounts of subsidiaries of Welsh Ministers)—
a
in the definition of “undertaking”, for “section 259(1) of the Companies Act 1985” substitute “
section 1161(1) of the Companies Act 2006
”
;
b
in the definition of “parent undertaking”, for “section 258” substitute “
section 1162
”
.
3
In section 139(5) (accounts of subsidiaries of Assembly Commission)—
a
in the definition of “undertaking”, for “section 259(1) of the Companies Act 1985” substitute “
section 1161(1) of the Companies Act 2006
”
;
b
in the definition of “parent undertaking”, for “section 258” substitute “
section 1162
”
.
4
In section 141(6)(a)
(whole of government accounts: accounting standards), for “section 256 of the Companies Act 1985” substitute “
section 464 of the Companies Act 2006
”
.
Companies Act 2006 (c.46)244
In section 458 of the Companies Act 2006 (disclosure of information by tax authorities), after subsection (5) add—
6
Where an offence under this section is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose—
a
any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and
b
if the body is a company, any shadow director is treated as an officer of the company.
245
In section 460 of the Companies Act 2006 (restrictions on disclosure of information obtained under compulsory powers), after subsection (5) add—
6
Where an offence under this section is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose—
a
any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and
b
if the body is a company, any shadow director is treated as an officer of the company.
246
In section 461(4) of the Companies Act 2006 (permitted disclosure of information obtained under compulsory powers), in paragraph (a)—
a
for “section 46 of the Companies Act 1989” substitute “
section 1252
”
, and
b
for “Part 2 of that Act” substitute “
Part 42
”
.
247
In section 519 of the Companies Act 2006 (statement by auditor to be deposited with company), after subsection (7) add—
8
Where an offence under this section is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose—
a
any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and
b
if the body is a company, any shadow director is treated as an officer of the company.
248
In section 521 of the Companies Act 2006 (copy of statement to be sent to registrar), after subsection (5) add—
6
Where an offence under this section is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose—
a
any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and
b
if the body is a company, any shadow director is treated as an officer of the company.
249
1
Section 896 of the Companies Act 2006 (arrangements and reconstructions: court order for holding of meeting) is amended as follows.
2
In subsection (2), for paragraph (c) (and the word “or” preceding it) substitute—
c
if the company is being wound up, the liquidator, or
d
if the company is in administration, the administrator.
3
After that subsection add—
3
Section 323 (representation of corporations at meetings) applies to a meeting of creditors under this section as to a meeting of the company (references to a member of the company being read as references to a creditor).
250
1
Section 899 of the Companies Act 2006 (arrangements and reconstructions: court sanction for compromise or arrangement) is amended as follows.
2
In subsection (2), for paragraph (c) (and the word “or” preceding it) substitute—
c
if the company is being wound up, the liquidator, or
d
if the company is in administration, the administrator.
3
After subsection (4) add—
5
Section 323 (representation of corporations at meetings) applies to a meeting of creditors under this section as to a meeting of the company (references to a member of the company being read as references to a creditor).
251
In section 938 of the Companies Act 2006 (mergers and divisions of public companies: court order for holding of meeting), after subsection (2) add—
3
Section 323 (representation of corporations at meetings) applies to a meeting of creditors under this section as to a meeting of the company (references to a member being read as references to a creditor).
Water and Sewerage Services (Northern Ireland) Order 2006 (S.I. 2006/3336 (N.I. 21))252
1
The Water and Sewerage Services (Northern Ireland) Order 2006 is amended as follows.
2
In Article 268(1)
(interpretation), in the definition of “subsidiary undertaking”, for “Article 266 of the Companies Order” substitute “
section 1162 of the Companies Act 2006
”
.
3
In Article 275 (statutory reserves)—
a
in paragraph (2)(b), for “Article 271(1) of the Companies (Northern Ireland) Order 1986” substitute “
section 830(2) of the Companies Act 2006
”
;
b
in paragraph (3)—
i
for “Article 272(3)(d) of the Companies Order” substitute “
section 831(4)(d) of the Companies Act 2006
”
;
ii
for “that Article” substitute “
that section
”
;
iii
for “Article 272(3)(c) of that Order” substitute “
section 831(4)(c) of that Act
”
.
4
In Article 276 (accounts etc of successor company)—
a
for paragraph (1) substitute—
1
The Department shall, as soon as practicable, lay before the Assembly a copy of the documents mentioned in paragraph (2) which are—
a
if the successor company is a private company, sent to members in accordance with section 423 of the Companies Act 2006, or
b
if the successor company is a public company, laid before the company in general meeting in accordance with section 437 of that Act,
at a time when the company is wholly owned by the Crown.
b
in the closing words of paragraph (2), for “the Companies Order” substitute “
the Companies Act 2006
”
;
c
in paragraph (5), for “the Companies Order” substitute “
the Companies Acts (as defined in section 2 of the Companies Act 2006)
”
.
SCHEDULE 2REPEALS AND REVOCATIONS COMING INTO FORCE ON 6TH APRIL 2008
Short title and chapter or title and number | Extent of repeal or revocation | |
|---|---|---|
Companies Act 1985 (c.6) | In section 232(2), in the entry relating to Part 2 of Schedule 6, the words “and connected persons”. | |
Section 742(2A). | ||
Part 2 of Schedule 2. | ||
In Part 2 of Schedule 6— (a) in paragraph 15(a) and (b), the words “, or was connected with such a director”; (b) in paragraph 16(a) and (b), the words “or was connected with such a director”; (c) in paragraph 17(1), the words “, or a person connected with such a director,”; (d) in paragraph 19(b), the words “or was connected with a director of it”; (e) in paragraph 22(2)(b), the words from “and, where that person” to the end; (f) in paragraph 24(1), the words— | ||
(i) | “, or was connected with such a director,”; and | |
(ii) | “or any person connected with him,”; | |
(g) in paragraph 27(1), paragraph (d). | ||
In Part 4 of Schedule 9, in paragraph 3— (a) in sub-paragraph (1)(a), the words “or who was connected with such a director”; (b) sub-paragraphs (4) and (5). | ||
Companies Consolidation (Consequential Provisions) Act 1985 (c.9) | In section 3(2), the words “(defined in section 118 of the principal Act)”. | |
Building Societies Act 1986 (c.53) | In the heading to section 77, the word “, qualifications”. | |
In section 119(1), the definition of “subsidiary undertaking”. | ||
In Schedule 11— (a) in the heading, the word “, qualifications”; (b) paragraph 5. | ||
Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) | Article 10(3). | |
In Article 240(2), in the entry relating to Part 2 of Schedule 6, the words “and connected persons”. | ||
Part 2 of Schedule 2. | ||
In Part 2 of Schedule 6— (a) in paragraph 15(a) and (b), the words “, or was connected with such a director”; (b) in paragraph 16(a) and (b), the words “or was connected with such a director”; (c) in paragraph 17(1), the words “, or a person connected with such a director,”; (d) in paragraph 19(b), the words “or was connected with a director of it”; (e) in paragraph 22(2)(b), the words from “and, where that person” to the end; (f) in paragraph 24(1), the words— | ||
(i) | “, or was connected with such a director,”; and | |
(ii) | “or any person connected with him,”; | |
(g) in paragraph 27(1), paragraph (d). | ||
In Part 4 of Schedule 9, in paragraph 3— (a) in sub-paragraph (1)(a), the words “or who was connected with such a director”; (b) sub-paragraphs (4) and (5). | ||
Companies Act 1989 (c.40) | In section 135(2), the words “section 210(5), section 216(1) and (2)”. | |
In Schedule 10, paragraph 18(7). | ||
Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10)) | In Article 70(2), the words “Article 218(5), Article 224(1) and (2)”. | |
Trade Union and Labour Relations (Consolidation) Act 1992 (c.52) | In section 131(2), the words “Chapter V of Part XI of that Act or”. | |
Pension Schemes Act 1993 (c.48) | In Schedule 8, paragraph 16(b). | |
Bank of England Act 1998 (c.11) | Section 35. | |
Financial Services and Markets Act 2000 (c.8) | Section 112(7). | |
Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) | In Article 2(2), the definition of “the Companies Orders”. | |
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27) | Section 15. | |
In section 34(3)(c), the words “the 1985 Act, the 1986 Order or”. | ||
In section 45(3)(b), the words “in general meeting”. | ||
In section 53(a), the words “or a Scottish charity”. | ||
Community Interest Company Regulations 2005 (S.I. 2005/1788) | In regulation 26 (contents of community interest company report: general), omit paragraphs (1)(c) and (3). | |
Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093 (C. 49)) | In Schedule 4, paragraph 4. | |
Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194 (C. 84)) | In Schedule 4, paragraphs 1(9) and 17(9). | |
1. The repeals in section 232 of and Schedules 6 and 9 to the Companies Act 1985, and Article 240(2) of and Schedules 6 and 9 to the Companies (Northern Ireland) Order 1986, have effect in relation to financial years ending on or after 6th April 2008.
2. The repeal of section 15 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 extends to Northern Ireland only.
SCHEDULE 3AMENDMENTS COMING INTO FORCE ON 1ST OCTOBER 2008
Companies Act 1985 (c.6)1
In section 172 of the Companies Act 1985 (availability of profits for private company to redeem or purchase shares out of capital), in subsection (5)(a), omit “or 155”.
2
In section 705(4) of the Companies Act 1985 M191
(companies' registered numbers), for “the requirement of section 351(1)(a)” substitute “
any requirement imposed by regulations made under section 82 of the Companies Act 2006
”
.
Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6))3
In Article 182 of the Companies (Northern Ireland) Order 1986 (availability of profits for private company to redeem or purchase shares out of capital), in paragraph (5)(a), omit “or 165”.
4
In Article 654 of the Companies (Northern Ireland) Order 1986 (companies' registered numbers), in paragraph (4), for “the requirement of Article 359(1)(a)” substitute “
any requirement imposed by regulations made under section 82 of the Companies Act 2006
”
.
Charities (Northern Ireland) Order 1987 (S.I. 1987/2048 (N.I. 19))5
For Article 9B of the Charities (Northern Ireland) Order 1987 M192 (status to appear on correspondence etc) substitute—
Requirement to disclose charitable status9B
1
Where a company is a charity and its name does not include the word “charity” or “charitable”, the fact that the company is a charity must be stated (in English) in legible characters—
a
in every location, and in every description of document or communication, in which it is required by regulations under section 82 of the Companies Act 2006 to state its registered name; and
b
in all conveyances purporting to be executed by the company.
2
In paragraph (1)(b) “conveyance” means any instrument creating, transferring, varying or extinguishing an interest in land.
Civil consequences of failure to make required disclosure9BA
1
This Article applies to any legal proceedings brought by a company to which Article 9B applies to enforce a right arising out of a contract or conveyance in connection with which there was a failure to comply with that Article.
2
The proceedings shall be dismissed if the defendant to the proceedings shows—
a
that he has a claim against the claimant arising out of the contract or conveyance that he has been unable to pursue by reason of the latter's failure to comply with Article 9B, or
b
that he has suffered some financial loss in connection with the contract or conveyance by reason of the claimant's failure to comply with that Article,
unless the court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.
3
This Article does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person.
Criminal consequences of failure to make required disclosure9BB
1
Where a company fails, without reasonable excuse, to comply with Article 9B, an offence is committed by—
a
the company, and
b
every officer of the company who is in default.
2
For this purpose a shadow director of the company is treated as an officer of the company if the failure is to comply with Article 9B(1)(a) and that person would be treated as an officer of the company for the purposes of the corresponding requirement of regulations under section 82 of the Companies Act 2006.
3
A person guilty of such an offence is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
4
Expressions used in this Article have the same meaning as in section 84 of the Companies Act 2006 (criminal consequences of failure to disclose company's registered name).
Companies Act 1989 (c.40)6
In section 112 of the Companies Act 1989 (charitable companies: Scotland), for subsection (8) substitute—
8
If a company fails to comply with subsection (6) it commits an offence.
9
An officer of a company, or a person acting on its behalf, who—
a
issues or authorises the issue of any business letter of the company, or any notice or other official publication of the company, in which the statement required by subsection (6) does not appear, or
b
issues or authorises the issue of any bill, invoice, receipt or letter of credit in which the statement required by subsection (6) does not appear,
commits an offence.
10
An officer of a company, or a person acting on its behalf, who signs or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque or order for money or goods in which the statement required by subsection (6) does not appear—
a
commits an offence, and
b
is personally liable to the holder of the bill of exchange, promissory note, endorsement, cheque or order for money or goods for the amount of it (unless it is duly paid by the company).
11
A person guilty of an offence under subsection (8), (9) or (10) is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
Charities Act 1993 (c.10)F27
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F28
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F29
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F210
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F211
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F212
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Agriculture Act 1993 (c.37)13
In section 57 of the Agriculture Act 1993 (power of British Wool Marketing Board to grant relief), for “section 727 of the Companies Act 1985 and Article 675 of the Companies (Northern Ireland) Order 1986” substitute “
section 1157 of the Companies Act 2006
”
.
Commonwealth Development Corporation Act 1999 (c.20)14
In paragraph 15(2) of Schedule 2 to the Commonwealth Development Corporation Act 1999 M193 (application of provisions of company law: purposes for which Secretary of State or Treasury not to be treated as shadow director)—
a
for sub-paragraph (c) substitute—
c
Chapter 3 of Part 10 of the Companies Act 2006 (declaration of interest in existing transaction or arrangement),
b
in sub-paragraph (d) for “the Companies Act 2006” substitute “
that Act
”
.
Postal Services Act 2000 (c.26)15
In section 80(2) of the Postal Services Act 2000 M194 (shadow directors)—
a
for sub-paragraph (c) substitute—
c
Chapter 3 of Part 10 of the Companies Act 2006 (declaration of interest in existing transaction or arrangement),
b
in sub-paragraph (d) for “the Companies Act 2006” substitute “
that Act
”
.
Transport Act 2000 (c.38)16
In section 56(5) of the Transport Act 2000 M195 (shadow directors)—
a
for sub-paragraph (c) substitute—
c
Chapter 3 of Part 10 of the Companies Act 2006 (declaration of interest in existing transaction or arrangement),
b
in sub-paragraph (d) for “the Companies Act 2006” substitute “
that Act
”
.
SCHEDULE 4REPEALS AND REVOCATIONS COMING INTO FORCE ON 1st OCTOBER 2008
Short title and chapter or title and number | Extent of repeal or revocation |
|---|---|
Companies Act 1985 (c.6) | In section 172(5)(a), the words “or 155”. |
Charities Act 1993 (c.10) | Section 67. |
Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) | In Article 182(5)(a), the words “or 165”. |
2006 c.46.