2019 No. 348

Exiting The European Union
Companies
Limited Liability Partnerships
Partnership

The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019

Made

Coming into force in accordance with regulation 2

The Secretary of State makes the following Regulations in exercise of the powers conferred by section 8(1) of, and paragraph 21 of Schedule 7 to, the European Union (Withdrawal) Act 2018 M1.

In accordance with paragraph 1(3) of Schedule 7 to that Act, a draft of this instrument has been laid before Parliament and approved by a resolution of each House of Parliament.

Annotations:
Marginal Citations

PART 1Introduction

Citation, commencement and extentI11

These Regulations may be cited as the Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019.

I22

These Regulations come into force on exit day M2.

Annotations:
Commencement Information
I2

Reg. 2 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations
M2

See section 20(1) of the European Union (Withdrawal) Act 2018 for the meaning of “exit day”.

I33

Any amendment or revocation made by these Regulations has the same extent as the enactment to which the amendment or revocation relates.

InterpretationI44

In these Regulations, “the Act” means the Companies Act 2006 M3.

PART 2Revocations

RevocationsI55

The following instruments are revoked to the extent specified—

a

the Companies (Cross-Border Mergers) Regulations 2007 M4 in their entirety;

b

the Companies (Cross-Border Mergers) (Amendment) Regulations 2008 M5 in their entirety;

c

Part 4 (Amendments to the Companies (Cross-Border Mergers) Regulations 2007) of the Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 M6;

d

the Companies (Cross-Border Mergers) (Amendment) Regulations 2015 M7 in their entirety; and

e

the Commission Implementing Regulation (EU) 2015/884 of 8 June 2015 establishing technical specifications and procedures required for the system of interconnection of registers established by Directive 2009/101/EC of the European Parliament and of the Council in its entirety.

PART 3Amendments

Amendments to the ActI66

Schedule 1 (which contains amendments to the Act) has effect.

Amendments to secondary legislationI77

Schedule 2 (which contains amendments to secondary legislation) has effect.

Consequential amendmentsI88

Schedule 3 (which contains consequential amendments) has effect.

PART 4Transitional provisions

Transitional provisionsI99

Schedule 4 (which contains transitional provisions) has effect.

Kelly Tolhurst Minister for Small Business, Consumers and Corporate Responsibility Department for Business, Energy and Industrial Strategy

SCHEDULE 1 Amendments to the Act

Regulation6

I101

The Act is amended in accordance with this Schedule.

Amendment to Part 8 – a company's membersI112

In section 141(2)(b) (subsidiary acting as authorised dealer in securities), for “regulated market” substitute “ UK regulated market ”M8 .

Amendment to Part 9 – exercise of members' rightsI123

In section 146(1) (traded companies: nomination of persons to enjoy information rights), for “regulated market” substitute “ UK regulated market or an EU regulated market ”M9 .

Amendment to Part 10 – a company's directorsI134

In section 164 (particulars of directors to be registered: corporate directors and firms), for paragraph (c) substitute—

c

in the case of a limited company that is a UK-registered company, the registered number;

Amendment to Part 12 – company secretariesI145

In section 278(1) (particulars of secretaries to be registered: corporate secretaries and firms), for paragraph (c) substitute—

c

in the case of a limited company that is a UK-registered company, the registered number;

Amendment to Part 13 – resolutions and meetingsI156

In section 360C(b) (meaning of “traded company”) M10, for “regulated market in an EEA State” substitute “ UK regulated market or an EU regulated market ”.

Amendments to Part 14 – control of political donations and expenditureI167

In section 363 (political parties, organisations etc to which Part 14 applies)—

a

for subsection (1) substitute—

1

This Part applies to a political party if it is registered under Part 2 of the Political Parties, Elections and Referendums Act 2000 (c. 41).

b

in subsections (2)(b) and (3), omit “or another member State”.

I178

In section 365(1)(b)(ii) (meaning of “political expenditure”), for “a member state” substitute “ the United Kingdom ”.

Amendments to Part 17 – a company's share capitalI189

In section 562(3)(a) (communication of pre-emption offers to shareholders), for “an EEA State”, in both places it occurs, substitute “ the United Kingdom or an EEA State ”.

Amendments to Part 21A – information about people with significant controlI1910

In section 790B(1)(a) (companies to which Part 21A applies) M11, for “regulated market which is situated in an EEA State” substitute “ UK regulated market or an EU regulated market ”.

Annotations:
Commencement Information
I19

Sch. 1 para. 10 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations
M11

Section 790B was inserted by section 81 of, and Schedule 3 to, the Small Business, Enterprise and Employment Act 2015 c. 26 and has been amended by regulation 5(2) of S.I. 2017/693.

I2011

In section 790C(7)(b) (key terms) M12, for the words from “regulated market” to the end substitute “ UK regulated market or an EU regulated market, ”.

Annotations:
Commencement Information
I20

Sch. 1 para. 11 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations
M12

Section 790C was inserted by section 81 of, and Schedule 3 to, the Small Business, Enterprise and Employment Act 2015 and subsection (7)(b) was substituted by regulation 6(2) of S.I. 2017/693.

Amendment to Part 23 – distributionsI2112

In section 832(5)(a) (distributions by investment companies out of accumulated revenue profits) M13, for “regulated market” substitute “ UK regulated market ”.

Annotations:
Commencement Information
I21

Sch. 1 para. 12 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations
M13

Section 832(5)(a) was substituted by regulation 2(2)(a) of S.I. 2012/952.

Amendment to Part 24 – annual confirmation of accuracy of information on registerI2213

In section 853E(6) (duty to notify trading status of shares) M14, in paragraph (b) of the definition of “relevant market”, for “regulated market” substitute “ UK regulated market or an EU regulated market ”.

Annotations:
Commencement Information
I22

Sch. 1 para. 13 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations
M14

Part 24 was substituted by section 92 of the Small Business, Enterprise and Employment Act 2015 and the definition of “relevant market” in section 853E(6) was substituted by paragraph 9(6) of Schedule 4 to S.I. 2017/701.

Amendment to Part 34 – overseas companiesI2314

In section 1047 (registered name of overseas company)—

a

omit subsection (3);

b

in subsection (4)—

i

omit “In any other case,”;

ii

after paragraph (b), insert—

ba

section 57 (permitted characters etc);

c

omit subsection (5);

d

in subsection (6) omit “or (5)”.

Amendments to Part 35 – the registrar of companiesI2415

In section 1068(5) (registrar's requirements as to form, authentication and manner of delivery), for “as from 1st January 2007 all documents subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”.

I2516

In section 1077(1) (public notice of receipt of certain documents), for “subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”.

I2617

In section 1078 (documents subject to Directive disclosure requirements)—

a

for the heading substitute “ Enhanced disclosure documents ”;

b

in subsection (1)—

i

for the first sentence, substitute “ The enhanced disclosure documents are as follows. ”;

ii

omit the second sentence;

c

in subsection (4)(a), for “subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”.

I2718

In section 1079(4)(b) (effect of failure to give public notice), for “a document subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”.

I2819

Omit section 1079A (provision of information for publication on European e-Justice portal) M15.

I2920

In section 1080(3) (the register), for “documents subject to the Directive disclosure requirements (see section 1078) that are delivered to the registrar on or after 1st January 2007” substitute “ an enhanced disclosure document (see section 1078) delivered to the registrar, ”.

I3021

In section 1086(2) (right to copy of material on the register), for “a document subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”.

I3122

In section 1089(2) (form of application for inspection or copy), for “As from 1st January 2007, applications in respect of documents subject to the Directive disclosure requirements” substitute “ Applications in respect of an enhanced disclosure document ”.

I9623

In section 1090(2) (form and manner in which copies to be provided), for “As from 1st January 2007, copies of documents subject to the Directive disclosure requirements” substitute “ Copies of an enhanced disclosure document ”.

I3224

In section 1091(5) (certification of copies as accurate), for “documents that are subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”.

I3325

In section 1098(1) (public notice of removal of certain material from the register), for “any document subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”.

Amendments to Part 38 – companies: interpretationI3426

In section 1173(1) (minor definitions: general), for the definition of “transferable securities”M16 substitute—

“transferable securities” has the meaning given by Article 2.1.24 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;

Amendments to Schedule 8 – index of defined expressionsI3527

Schedule 8 (index of defined expressions) is amended as follows—

a

omit the entry for “Directive disclosure requirements”;

b

at the appropriate place insert—

enhanced disclosure documents

section 1078

SCHEDULE 2Amendments to secondary legislation

Regulation 7

The Companies (Political Expenditure Exemption) Order 2007I361

The Companies (Political Expenditure Exemption) Order 2007 M18 is amended in accordance with paragraph 2.

I372

In article 3(1)(b) (description of political expenditure), for “a member state” substitute “ the United Kingdom ”.

The Overseas Companies Regulations 2009I383

The Overseas Companies Regulations 2009 M19 are amended in accordance with paragraphs 4 to 8.

I394

In regulation 2 (interpretation), omit the definition of “First Company Law Directive”.

I405

In regulation 6 (particulars of the company)—

a

at the end of paragraph (1)(e), omit “and”;

b

after paragraph (1)(f), insert—

g

the law under which the company is incorporated,

h

in the case of a company to which Chapter 2 of Part 5 or Chapter 2 of Part 6 applies (requirements to prepare and disclose accounts under parent law), the period for which the company is required by its parent law to prepare accounts, together with the period allowed for the preparation and public disclosure (if any) of accounts for such a period, and

i

unless disclosed by the company's constitution (see regulation 8)—

i

the address of its principal place of business in its country of incorporation or, if applicable, its registered office,

ii

its objects, and

iii

the amount of its issued share capital.

c

omit paragraph (2);

d

omit paragraph (3)(b)(iii);

e

in paragraph (3)(b)(iv), omit “in any other case”;

f

omit paragraph (4)(b)(iii);

g

in paragraph (4)(b)(iv), omit “in any other case”.

I416

In regulation 63 (particulars to appear in business letters, order forms and websites)—

a

in paragraph (1), for “paragraph (2)” substitute “ paragraph (4) ”;

b

omit paragraphs (2) and (3);

c

in paragraph (5), omit the words “which is not incorporated in an EEA state”.

I427

In regulation 76 (documents subject to Directive disclosure requirements)—

a

for the heading substitute “ Enhanced disclosure documents ”;

b

in the opening words before paragraph (a), for “documents subject to Directive disclosure requirements” substitute “ enhanced disclosure documents ”.

I438

In Schedule 2 (conditions for permitted disclosure)—

a

in paragraph 3—

i

in sub-paragraph (a), after “business” insert “ in the United Kingdom or ”;

ii

in sub-paragraph (b), for “European Economic Area” substitute “ area comprising the United Kingdom and the European Economic Area ”;

b

in paragraph 6—

i

in sub-paragraph (1)(a), omit “or in another EEA State”;

ii

in sub-paragraph (1)(b)(ii), for “data protection obligations” substitute “ obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018 M20) ”;

iii

omit sub-paragraph (2);

c

in paragraph 7(b), omit from “, or in any legislation of another EEA State implementing Directive 2015/849/EU” to the end;

d

in paragraph 8, omit “or in another EEA State”;

e

in paragraph 9, in sub-paragraphs (a) and (b), for “European Economic Area” substitute “ United Kingdom ”; and

f

in paragraph 11, in the definition of “public function”, omit paragraph (b).

The Companies (Disclosure of Address) Regulations 2009I449

The Companies (Disclosure of Address) Regulations 2009 M21 are amended in accordance with paragraph 10.

I4510

In Schedule 2 (conditions for permitted disclosure)—

a

in paragraph 3—

i

in sub-paragraph (a), after “European Economic Area” insert “ or in the United Kingdom ”;

ii

in sub-paragraph (b), for “European Economic Area” substitute “ area comprising the United Kingdom and the European Economic Area ”;

b

in paragraph 6—

i

in sub-paragraph (1)(a), omit “or in another EEA State”;

ii

in sub-paragraph (1)(b)(ii), for “data protection obligations” substitute “ obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018) ”;

iii

omit sub-paragraph (2);

c

in paragraph 7(b), omit from “, or in any legislation of another EEA State implementing Directive 2015/849/EU” to the end;

d

in paragraph 8, omit “or in another EEA State”;

e

in paragraph 9, in sub-paragraphs (a) and (b), for “European Economic Area” substitute “ United Kingdom ”;

f

in paragraph 11, in the definition of “public function”, omit paragraph (b).

The Companies (Disclosure of Date of Birth Information) Regulations 2015I4611

The Companies (Disclosure of Date of Birth Information) Regulations 2015 M22 are amended in accordance with paragraph 12.

Annotations:
Commencement Information
I46

Sch. 2 para. 11 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations
M22

S.I. 2015/1694; relevant amendments were made by S.I. 2017/692, and by section 211 of, and paragraph 384 of Schedule 19 to, the Data Protection Act 2018.

I4712

In Schedule 2 (conditions for permitted disclosure)—

a

in paragraph 3—

i

in sub-paragraph (a), after “European Economic Area” insert “ or in the United Kingdom ”;

ii

in sub-paragraph (b), for “European Economic Area” substitute “ area comprising the United Kingdom and the European Economic Area ”;

b

in paragraph 6—

i

in sub-paragraph (1)(a), omit “or in another EEA State”;

ii

in sub-paragraph (1)(b)(ii), for “data protection obligations” substitute “ obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018) ”;

iii

omit sub-paragraph (2);

c

in paragraph 7(b), omit from “, or in any legislation of another EEA State implementing Directive 2015/849/EU” to the end;

d

in paragraph 8, omit “or in another EEA State”;

e

in paragraph 9, in sub-paragraphs (a) and (b), for “European Economic Area” substitute “ United Kingdom ”;

f

in paragraph 11, in the definition of “public function”, omit paragraph (b).

The Register of People with Significant Control Regulations 2016I4813

The Register of People with Significant Control Regulations 2016 M23 are amended in accordance with paragraph 14.

Annotations:
Commencement Information
I48

Sch. 2 para. 13 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations
M23

S.I. 2016/339; relevant amendments were made by S.I. 2017/692, S.I. 2017/693 and by section 211 of, and paragraphs 399 to 402 of Schedule 19 to, the Data Protection Act 2018.

I4914

In Schedule 4 (conditions for permitted disclosure)—

a

in paragraph 2—

i

in sub-paragraph (a), after “business” insert “ in the United Kingdom or ”; and

ii

in sub-paragraph (b), for “European Economic Area” substitute “ area comprising the United Kingdom and the European Economic Area ”;

b

in paragraph 6—

i

in sub-paragraph (a), omit “or in another EEA State”;

ii

sub-paragraph (b)(ii), for “data protection obligations” substitute “ obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018) ”;

c

in paragraph 8—

i

at the end of sub-paragraph (b)(i), insert “ or ”;

ii

omit sub-paragraph (b)(iii), and the “or” before it;

d

in paragraph 9, omit “or in another EEA State”;

e

in paragraph 10, in sub-paragraphs (a) and (b), for “European Economic Area” substitute “ United Kingdom ”;

f

in paragraph 12A(b), for “data protection obligations” substitute “obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018);

g

in paragraph 12F, in sub-paragraphs (a) and (b), for “European Economic Area” substitute “ United Kingdom ”;

h

omit paragraph 13(b)(ii);

i

omit paragraph 14.

The Scottish Partnerships (Register of People with Significant Control) Regulations 2017I5015

The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 M24 are amended in accordance with paragraphs 16 to 18.

Annotations:
Commencement Information
I50

Sch. 2 para. 15 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations
M24

S.I. 2017/694; relevant amendments were made by section 211 of, and paragraph 420 of Schedule 19 to, the Data Protection Act 2018.

I5116

In regulation 2 (interpretation)—

a

in the appropriate place, insert—

“UK regulated market” has the meaning given in regulation 3(12)

b

in the appropriate place, insert—

“EU regulated market” has the meaning given in regulation 3(12)

I5217

In regulation 3 (key terms)—

a

in paragraph (7)(c), for “regulated market situated in an EEA State” substitute “ UK regulated market or an EU regulated market ”;

b

for paragraph (12), substitute—

12

In paragraph (7), “UK regulated market” and “EU regulated market” have the meanings given in Article 2.1.13A and 2.1.13B respectively of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012

I5318

In Schedule 5 (conditions for permitted disclosure)—

a

in paragraph 2—

i

in sub-paragraph (a), after “business” insert “ in the United Kingdom or ”;

ii

in sub-paragraph (b), for “European Economic Area” substitute “ area comprising the United Kingdom and the European Economic Area ”;

b

in paragraph 6—

i

in sub-paragraph (1)(b), for “data protection obligations” substitute “ obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018) ”;

ii

omit sub-paragraph (2);

c

in paragraph 10, omit “or another EEA State”;

d

in paragraph 11, in sub-paragraphs (a) and (b), for “European Economic Area” substitute “ United Kingdom ”;

e

omit paragraph 14(b)(ii).

SCHEDULE 3Consequential amendments

Regulation 8

Amendments to the Insolvency Act 1986I541

In Schedule B1 to the Insolvency Act 1986 M26 (administration) omit paragraphs 73(2)(d) (and the “or” immediately before it) and 74(6)(ba).

Amendments to the Employment Tribunals Act 1996I552

The Employment Tribunals Act 1996 M27 is amended in accordance with paragraph 3 and 4.

I563

In section 18(1) (conciliation: relevant proceedings etc) omit paragraph (v).

I574

In section 21(1) (jurisdiction of Appeal Tribunal) omit paragraph (u).

Amendments to the Employment Rights Act 1996I585

The Employment Rights Act 1996 M28 is amended in accordance with paragraph 6 and 7.

I596

In section 105 (redundancy) omit subsection (7K).

I607

In section 108(3) (qualifying period of employment) omit paragraph (p).

Amendment to the Employment Act 2002I618

In Schedule 5 to the Employment Act 2002 M29 (tribunal jurisdictions to which section 38 applies), omit the entry relating to regulation 51 of the Companies (Cross-Border Mergers) Regulations 2007.

The Employment Appeal Tribunal Rules 1993I629

The Employment Appeal Tribunal Rules 1993 M30 are amended in accordance with paragraphs 10 to 17.

I6310

In rule 2(1) (interpretation) omit the definition of “the 2007 Regulations”.

I6411

In rule 3(1)(d) (institution of appeal) omit “or regulation 57(6) of the 2007 Regulations”.

I6512

In rule 4(1)(e) (service of notice of appeal) omit “or regulation 57(6) of the 2007 Regulations”.

I6613

In rule 5(c) (respondents to appeals) omit “or regulation 57(6) of the 2007 Regulations”.

I6714

In rule 7(1)(e) (disposal of appeal) omit “or regulation 57(6) of the 2007 Regulations”.

I6815

In rule 16AA (application under regulation 33(6) of the 2004 Regulations) omit “or regulation 53(6) of the 2007 Regulations” and “or regulation 53(4) of the 2007 Regulations”.

I6916

In rule 26(1) (default by parties), insert “ or ” after “the 2004 Regulations” and omit “or regulation 53 of the 2007 Regulations”.

I7017

In rule 31(1)(c) (drawing up, reasons for, and enforcement of orders) insert “ or ” after “the 2004 Regulations” and omit “or regulation 53 of the 2007 Regulations”.

The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008I7118

The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 M31 are amended in accordance with paragraph 19.

I7219

In regulation 55 (minor definitions), in the modification of section 1173 of the Act—

a

in subsection (1), for the definition of “transferable securities” substitute—

“transferable securities” has the meaning given by Article 2.1.24 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;

b

omit subsection (2).

The Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009I7320

The Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009 M32 is amended in accordance with paragraph 21.

I7421

In the Schedule (legislation subject to the general modifications in Part 2) omit “Companies (Cross-Border Mergers) Regulations 2007”.

The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009I7522

The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 M33 are amended in accordance with paragraphs 23 to 25.

I7623

In regulation 18 (requirements for register of members), in the modification of section 164 of the Act, for paragraph (c) substitute—

c

in the case of a limited company that is a UK-registered company, the registered number;

I7724

In regulation 31B (key terms)—

a

in paragraph (3), in the modification of section 790C(7)(b) of the Act, for “regulated market which is situated in an EEA State” substitute “ UK regulated market or an EU regulated market ”;

b

in paragraph (6), for the inserted section 790C(12E) of the Act substitute—

12E

“EU regulated market”, “Regulated market” and “UK regulated market” have the same meanings as in section 1173 of the Companies Act 2006.

I7825

Omit regulation 46 (cross-border mergers).

The Companies (Companies Authorised to Register) Regulations 2009I7926

The Companies (Companies Authorised to Register) Regulations 2009 M34 are amended in accordance with paragraph 27.

I8027

In regulation 18(2) omit sub-paragraph (a).

The Agency Workers Regulations 2010I8128

The Agency Workers Regulations 2010 M35 are amended in accordance with paragraphs 29 and 30.

I8229

In Schedule 1 (provisions extending to England and Wales, Scotland and Northern Ireland), omit paragraph 4.

I8330

In Part 2 of Schedule 2 (consequential amendments), omit paragraphs 39 to 46.

The Investment Bank Special Administration Regulations 2011I8431

The Investment Bank Special Administration Regulations 2011 M36 are amended in accordance with paragraph 32.

I8532

In Part 1 of Schedule 6 omit “Companies (Cross-Border Mergers) Regulations 2007” from the list of secondary legislation at the end of paragraph 1.

The Employment Tribunals and the Employment Appeal Tribunal Fees Order 2013I8633

The Employment Tribunals and the Employment Appeal Tribunal Fees Order 2013 M37 is amended in accordance with paragraph 34.

I8734

In Schedule 2 (employment tribunals – issue and hearing fee)—

a

omit the second row in Table 1; and

b

omit row 57 in Table 2.

The Bank Recovery and Resolution (No 2) Order 2014I8835

The Bank Recovery and Resolution (No 2) Order 2014 M38 is amended in accordance with paragraph 36.

I8936

Omit article 218 (modified application of legislation on cross-border mergers).

SCHEDULE 4Transitional provisions

Regulation 9

Part 1Transitional provisions relating to Schedule 1

Section 141 - subsidiary acting as authorised dealer in securitiesI901

Where the amendment made by paragraph 2 of Schedule 1 would (apart from this paragraph) mean that a subsidiary which immediately before F1IP completion day is a member of its holding company can no longer be such a member–—

a

for the period of one year beginning on F2IP completion day—

i

the amendment made by paragraph 2 of Schedule 1 to these Regulations does not apply to the subsidiary; and

ii

section 141(2)(b) of the Act is to be read, in relation to the subsidiary, as—

b

is a member of or has access to an EU regulated market or UK regulated market

b

from the end of that period—

i

the subsidiary may continue to be a member of the company; and

ii

sections 137(3) and (4) of the Act apply to it with the following modifications—

aa

for “this section”, read “paragraph 1(b)(i) of Schedule 4 to the Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019”; and

bb

in subsection (4), for “mentioned in subsection (1) above” read “held at the end of the period of one year beginning on F3IP completion day”.

Section 164 and 278 - particulars of corporate directors and secretariesI912

1

Where the amendments made by paragraphs 4 and 5 of Schedule 1 would (apart from this paragraph) require a company's register of directors or register of secretaries to contain additional particulars in respect of an existing corporate director or secretary, the company need not comply with that requirement until three months after F4IP completion day.

2

Where the amendments made by paragraph 23 of Schedule 3 would (apart from this paragraph) require a limited liability partnership's register of members to contain additional particulars in respect of an existing corporate member or firm, the limited liability partnership need not comply with that requirement until three months after F5IP completion day.

3

Where the amendment made by paragraph 4 of Schedule 1 would (apart from this paragraph) require notice to be given under regulation 5(3D) of the European Economic Interest Grouping Regulations 1989 M39 (notification of changes to the particulars of a manager of a grouping), that requirement need not be complied with until three months after F6IP completion day.

4

In this paragraph—

  • “existing corporate director or secretary” means a body corporate, or a firm that is a legal person under the law by which it is governed, whose particulars were contained in the company's register of directors or register of secretaries immediately before F7IP completion day;

  • “existing corporate member or firm” means a body corporate, or a firm that is a legal person under the law by which it is governed, whose particulars were contained in the limited liability partnership's register of members immediately before F7IP completion day.

Section 832 - distributionsI923

1

This paragraph applies to a company that is an investment company within the meaning of section 833 of the Act immediately before F8IP completion day.

2

For the period of one year beginning on F9IP completion day—

a

the amendment made by paragraph 12 of Schedule 1 does not apply to the company;

b

section 832 of the Act applies to the company as if subsection (5)(a) was substituted by—

a

the company's shares must be shares admitted to trading on a UK regulated market or an EU regulated market

Part 2Transitional provisions relating to Schedule 2

Overseas Companies Regulations 2009I934

1

This paragraph applies to an overseas company that has a UK establishment immediately before F10IP completion day.

2

If there are additional registrable particulars in respect of that establishment, the company must, within the period of three months beginning on F11IP completion day, deliver to the registrar a return containing those particulars.

3

The requirement in sub-paragraph (2) is to be treated, for the purposes of Part 2 of the Overseas Companies Regulations 2009, as a requirement of that Part.

4

The amendments made by paragraph 6 of Schedule 2 do not apply to the company until three months after F12IP completion day.

5

In this paragraph—

  • “Additional registrable particulars” means such particulars as the company would be required to provide in a return under regulation 6 of the Overseas Companies Regulations 2009 were the company opening the establishment on the date of the return, to the extent that the company was not required already to deliver a return to the registrar containing those particulars before F13IP completion day;

  • “UK establishment” has the same meaning as it has in the Overseas Companies Regulations 2009.

Permitted disclosure to credit reference agencies, credit institutions and financial institutionsI945

1

This paragraph applies to a credit reference agency, credit institution or financial institution that had, before F14IP completion day, delivered to the registrar a statement that it met the conditions for permitted disclosure in accordance with a permitted disclosure provision.

2

For the period of one year beginning on F15IP completion day—

a

the amendments made by these Regulations to the permitted disclosure provisions do not affect the disclosure by the registrar of protected information to the credit reference agency, credit institution or financial institution;

b

the permitted disclosure provisions have effect, in relation to a credit reference agency, credit institution or financial institution, as they did immediately before F15IP completion day and for the purposes of this sub-paragraph the United Kingdom must be treated as if it were an EEA State and within the European Economic Area.

3

In this paragraph—

  • “the permitted disclosure provisions” are—

    1. a

      Schedule 2 to the Overseas Companies Regulations 2009;

    2. b

      Schedule 2 to the Companies (Disclosure of Address) Regulations 2009;

    3. c

      Schedule 2 to the Companies (Disclosure of Date of Birth Information) Regulations 2015;

    4. d

      Schedule 4 to the Register of People with Significant Control Regulations 2016; and

    5. e

      Schedule 5 to the Scottish Partnerships (Register of People with Significant Control) Regulations 2017;

  • “credit institution”, “credit reference agency” and “financial institution” have the same meanings as they have in the permitted disclosure provisions.

InterpretationI956

Except where the contrary intention appears, expressions used in this Schedule have the same meanings as they have in the Act.

(This note is not part of the Regulations)

These Regulations are made in exercise of the powers conferred by section 8(1) of the European Union (Withdrawal) Act 2018 (c. 16) in order to address failures of retained EU law to operate effectively and other deficiencies (in particular arising under paragraphs (a), (c), (d), and (g) of section 8(2) of the Act) arising from the withdrawal of the United Kingdom from the European Union.

These Regulations make amendments to legislation in the field of company law and, in particular amend legislation to reflect that the UK is no longer a member state of the EU/EEA. These amendments concern certain types of business undertakings, namely companies, certain types of partnerships, limited liability partnerships and overseas companies (an overseas company is defined in section 1044 of the Companies Act 2006 (c. 46) as a company incorporated outside the United Kingdom). They also affect the data sharing provisions between the Registrar of Companies and EEA credit reference agencies, credit institutions and financial institutions, and use of EEA data processors.

These Regulations further revoke the Companies (Cross-Border Mergers) Regulations 2007 which implement Chapter II of Title II of the Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on cross-border mergers of limited liability companies, and the Commission Implementing Regulation (EU) 2015/884 of 8 June 2015 establishing technical specifications and procedures required for the system of interconnection of registers established by Directive 2009/101/EC of the European Parliament and of the Council.

Part 2 revokes the Companies (Cross-Border Mergers) Regulations 2007 and other secondary legislation as a consequence of that revocation. This part also revokes the Commission Implementing Regulation (EU) 2015/884 of 8 June 2015.

Part 3 gives effect to the following Schedules.

Schedule 1 amends the Companies Act 2006.

Schedule 2 amends secondary legislation.

Schedule 3 amends other legislation, being consequential amendments in relation to application of amendments in the Companies Act 2006 to Limited Liability Partnerships. This Schedule also includes consequential amendments arising from the revocation of the Companies (Cross-Border Mergers) Regulations 2007.

Schedule 4 provides for transitional provisions for certain amendments made by the other Schedules.

A full impact assessment has not been published for this instrument as it has no significant impact on the costs of business, the voluntary sector and the public sector.