Small Business, Enterprise and Employment Act 2015

(128A) (1) This Chapter sets out rules allowing private companies to keep information on the register kept by the registrar instead of entering it in their register of members. (2) The register kept by the registrar (see section 1080) is referred to in this Chapter as “the central register”. (128B) (1) An election may be made under this section— (a) by the subscribers wishing to form a private company under this Act, or (b) by the private company itself once it is formed and registered. (2) In the latter case, the election is of no effect unless, before it is made— (a) all the members of the company have assented to the making of the election, and (b) any overseas branch registers that the company was keeping under Chapter 3 have been discontinued and all the entries in those registers transferred to the company's register of members in accordance with section 135. (3) An election under this section is made by giving notice of election to the registrar. (4) If the notice is given by subscribers wishing to form a private company— (a) it must be given when the documents required to be delivered under section 9 are delivered to the registrar, and (b) it must be accompanied by a statement containing all the information that— (i) would be required (in the absence of the notice) to be entered in the company's register of members on incorporation of the company, and (ii) is not otherwise included in the documents delivered under section 9. (5) If the notice is given by the company, it must be accompanied by— (a) a statement by the company— (i) that all the members of the company have assented to the making of the election, and (ii) if the company was keeping any overseas branch registers, that all such registers have been discontinued and all the entries in them transferred to the company's register of members in accordance with section 135, and (b) a statement containing all the information that is required to be contained in the company's register of members as at the date of the notice in respect of matters that are current as at that date. (6) The company must where necessary update the statement sent under subsection (5)(b) to ensure that the final version delivered to the registrar contains all the information that is required to be contained in the company's register of members as at the time immediately before the election takes effect (see section 128C) in respect of matters that are current as at that time. (7) The obligation in subsection (6) to update the statement includes an obligation to rectify it (where necessary) in consequence of the company's register of members being rectified (whether before or after the election takes effect). (8) If default is made in complying with subsection (6), an offence is committed by— (a) the company, and (b) every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company. (9) A person guilty of an offence under this section 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. (10) A reference in this Chapter to matters that are current as at a given date or time is a reference to— (a) persons who are members of the company as at that date or time, and (b) any other matters that are current as at that date or time. (128C) (1) An election made under section 128B takes effect when the notice of election is registered by the registrar. (2) The election remains in force until either— (a) the company ceases to be a private company, or (b) a notice of withdrawal sent by the company under section 128J is registered by the registrar, whichever occurs first. (128D) (1) The effect of an election under section 128B on a company's obligations under Chapter 2 is as follows. (2) The company's obligation to maintain a register of members does not apply with respect to the period when the election is in force. (3) This means that, during that period— (a) the company must continue to keep a register of members in accordance with Chapter 2 (a “historic” register) containing all the information that was required to be stated in that register as at the time immediately before the election took effect, but (b) the company does not have to update that register to reflect any changes that occur after that time. (4) Subsections (2) and (3) apply to the index of members (if the company is obliged to keep an index of members) as they apply to the register of members. (5) The provisions of Chapter 2 (including the rights to inspect or require copies of the register and to inspect the index) continue to apply to the historic register and, if applicable, the historic index during the period when the election is in force. (6) The company must place a note in its historic register— (a) stating that an election under section 128B is in force, (b) recording when that election took effect, and (c) indicating that up-to-date information about its members is available for public inspection on the central register. (7) Subsections (7) and (8) of section 113 apply if a company makes default in complying with subsection (6) as they apply if a company makes default in complying with that section. (8) The obligations under this section with respect to a historic register and historic index do not apply in a case where the election was made by subscribers wishing to form a private company. (128E) (1) The duty under subsection (2) applies during the period when an election under section 128B is in force. (2) The company must deliver to the registrar any relevant information that the company would during that period have been obliged under this Act to enter in its register of members, had the election not been in force. (3) “Relevant information” means information other than— (a) the date mentioned in section 113(2)(b) (date when person registered as member), (b) the date mentioned in section 123(3)(b) (date when membership of limited company increases from one to two or more members), and (c) the dates mentioned in the following provisions, but only in cases where the date to be recorded in the central register is to be the date on which the document containing information of the relevant change is registered by the registrar— (i) section 113(2)(c) (date when person ceases to be member), (ii) section 123(2)(b) (date when company becomes single member company). (4) The relevant information must be delivered as soon as reasonably practicable after the company becomes aware of it and, in any event, no later than the time by which the company would have been required to enter the information in its register of members. (5) In a case of the kind described in subsection (3)(c), the company must, when it delivers information under subsection (2) of the relevant change, indicate to the registrar that, in accordance with section 1081(1A), the date to be recorded in the central register is to be the date on which the document containing that information is registered by the registrar. (6) If default is made in complying with this section, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company. (7) A person guilty of an offence under this section 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. (128F) (1) When a person inspects or requests a copy of material on the central register relating to a company in respect of which an election under section 128B is in force, the person may ask the company to confirm that all information that the company is required to deliver to the registrar under this Chapter has been delivered. (2) If a company fails to respond to a request under subsection (1), an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale. (128G) (1) This section applies if— (a) the name of a person is without sufficient cause included in, or omitted from, information that a company delivers to the registrar under this Chapter concerning its members, or (b) default is made or unnecessary delay takes place in informing the registrar under this Chapter of— (i) the name of a person who is to be a member of the company, or (ii) the fact that a person has ceased or is to cease to be a member of the company. (2) The person aggrieved, or any member of the company, or the company, may apply to the court for an order— (a) requiring the company to deliver to the registrar the information (or statements) necessary to rectify the position, and (b) where applicable, requiring the registrar to record under section 1081(1A) the date determined by the court. (3) The court may either refuse the application or may make the order and order the company to pay any damages sustained by any party aggrieved. (4) On such an application the court may decide— (a) any question relating to the title of a person who is a party to the application to have the person's name included in or omitted from information delivered to the registrar under this Chapter about the company's members, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand, and (b) any question necessary or expedient to be decided for rectifying the position. (5) Nothing in this section affects a person's rights under section 1095 or 1096 (rectification of register on application to registrar or under court order). (128H) (1) The central register is prima facie evidence of any matters about which a company is required to deliver information to the registrar under this Chapter. (2) Subsection (1) does not apply to information to be included in a statement under section 128B(5)(b) or in any updated statement under section 128B(6). (128I) (1) Liability incurred by a company— (a) from the delivery to the registrar of information under this Chapter, or (b) from a failure to deliver any such information, is not enforceable more than 10 years after the date on which the information was delivered or, as the case may be, the failure first occurred. (2) This is without prejudice to any lesser period of limitation (and, in Scotland, to any rule that the obligation giving rise to the liability prescribes before the expiry of that period). (128J) (1) A company may withdraw an election made by or in respect of it under section 128B. (2) Withdrawal is achieved by giving notice of withdrawal to the registrar. (3) The withdrawal takes effect when the notice is registered by the registrar. (4) The effect of withdrawal is that the company's obligation under Chapter 2 to maintain a register of members applies from then on with respect to the period going forward. (5) This means that, when the withdrawal takes effect— (a) the company must enter in its register of members all the information that is required to be contained in that register in respect of matters that are current as at that time, (b) the company must also retain in its register all the information that it was required under section 128D(3)(a) to keep in a historic register while the election was in force, but (c) the company is not required to enter in its register information relating to the period when the election was in force that is no longer current. (6) The company must place a note in its register of members— (a) stating that the election under section 128B has been withdrawn, (b) recording when that withdrawal took effect, and (c) indicating that information about its members relating to the period when the election was in force that is no longer current is available for public inspection on the central register. (7) Subsections (7) and (8) of section 113 apply if a company makes default in complying with subsection (6) as they apply if a company makes default in complying with that section. (128K) (1) The Secretary of State may by regulations amend this Act— (a) to extend sections 128A to 128J (with or without modification) to public companies or public companies of a class specified in the regulations, and (b) to make such other amendments as the Secretary of State thinks fit in consequence of that extension. (2) Regulations under this section are subject to affirmative resolution procedure.

Register of overseas members

4

In Chapter 3 of Part 8 of the Companies Act 2006 (overseas branch registers), in section 129 (overseas branch registers), at the end insert—

(6) A company's right under subsection (1) to keep an overseas branch register does not apply during or with respect to any period when an election is in force in respect of the company under section 128B.

Register of directors and register of directors’ residential addresses

5

Chapter 1of Part 10 of the Companies Act 2006 (appointment and removal of directors) is amended as follows.

6

Under the heading “Register of directors, etc”, before section 162 insert—

(161A) Sections 162 to 167 must be read with sections 167A to 167E (which allow for an alternative method of record-keeping in the case of private companies).

7

After section 167 insert—

(167A) (1) An election may be made under this section in respect of a register of directors or a register of directors' residential addresses (or both). (2) The election may be made— (a) by the subscribers wishing to form a private company under this Act, or (b) by the private company itself once it is formed and registered. (3) The election is made by giving notice of election to the registrar. (4) If the notice is given by subscribers wishing to form a private company, it must be given when the documents required to be delivered under section 9 are delivered to the registrar. (167B) (1) An election made under section 167A takes effect when the notice of election is registered by the registrar. (2) The election remains in force until either— (a) the company ceases to be a private company, or (b) a notice of withdrawal sent by the company under section 167E is registered by the registrar, whichever occurs first. (167C) (1) If an election is in force under section 167A with respect to a company, the company's obligations under sections 162 to 167— (a) to keep and maintain a register of the relevant kind, and (b) to notify the registrar of changes to it, do not apply with respect to the period when the election is in force. (2) The reference in subsection (1) to a register “of the relevant kind” is to a register (whether a register of directors or a register of directors' residential addresses) of the kind in respect of which the election is made. (167D) (1) The duty under subsection (2) applies during the period when an election under section 167A is in force. (2) The company must deliver to the registrar— (a) any information of which the company would during that period have been obliged to give notice under section 167, had the election not been in force, and (b) any statement that would have had to accompany such a notice. (3) The information (and any accompanying statement) must be delivered as soon as reasonably practicable after the company becomes aware of the information and, in any event, no later than the time by which the company would have been required under section 167 to give notice of the information. (4) If default is made in complying with this section, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company. (5) A person guilty of an offence under this section is liable on summary conviction— (a) in England and Wales, to a fine and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale; (b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale. (167E) (1) A company may withdraw an election made by or in respect of it under section 167A. (2) Withdrawal is achieved by giving notice of withdrawal to the registrar. (3) The withdrawal takes effect when the notice is registered by the registrar. (4) The effect of withdrawal is that the company's obligation under section 162 or (as the case may be) 165 to keep and maintain a register of the relevant kind, and its obligation under section 167 to notify the registrar of changes to that register, apply from then on with respect to the period going forward. (5) This means that, when the withdrawal takes effect— (a) the company must enter in that register all the information that is required to be contained in that register in respect of matters that are current as at that time, but (b) the company is not required to enter in its register information relating to the period when the election was in force that is no longer current. (167F) (1) The Secretary of State may by regulations amend this Act— (a) to extend sections 167A to 167E (with or without modification) to public companies or public companies of a class specified in the regulations, and (b) to make such other amendments as the Secretary of State thinks fit in consequence of that extension. (2) Regulations under this section are subject to affirmative resolution procedure.

Register of secretaries

8

Part 12 of the Companies Act 2006 (company secretaries) is amended as follows.

9

After section 274 insert—

(274A) Sections 275 and 276 must be read with sections 279A to 279E (which allow for an alternative method of record-keeping in the case of private companies).

10

After section 279 insert—

(279A) (1) An election may be made under this section— (a) by the subscribers wishing to form a private company under this Act, or (b) by the private company itself once it is formed and registered. (2) The election is made by giving notice of election to the registrar. (3) If the notice is given by subscribers wishing to form a private company, it must be given when the documents required to be delivered under section 9 are delivered to the registrar. (279B) (1) An election made under section 279A takes effect when the notice of election is registered by the registrar. (2) The election remains in force until either— (a) the company ceases to be a private company, or (b) a notice of withdrawal sent by the company under section 279E is registered by the registrar, whichever occurs first. (279C) If an election is in force under section 279A in respect of a company, the company's obligations— (a) to keep and maintain a register of secretaries under section 275, and (b) to notify the registrar of changes to it under section 276, do not apply with respect to the period when the election is in force. (279D) (1) The duty under subsection (2) applies during the period when an election under section 279A is in force. (2) The company must deliver to the registrar— (a) any information of which the company would during that period have been obliged to give notice under section 276, had the election not been in force, and (b) any statement that would have had to accompany such a notice. (3) The information (and any accompanying statement) must be delivered as soon as reasonably practicable after the company becomes aware of the information and, in any event, no later than the time by which the company would have been obliged under section 276 to give notice of the information. (4) If default is made in complying with this section, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company. (5) A person guilty of an offence under this section is liable on summary conviction— (a) in England and Wales, to a fine and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale; (b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale. (279E) (1) A company may withdraw an election made by or in respect of it under section 279A. (2) Withdrawal is achieved by giving notice of withdrawal to the registrar. (3) The withdrawal takes effect when the notice is registered by the registrar. (4) The effect of withdrawal is that the company's obligation under section 275 to keep and maintain a register of secretaries, and its obligation under section 276 to notify the registrar of changes to that register, apply from then on with respect to the period going forward. (5) This means that, when the withdrawal takes effect— (a) the company must enter in its register of secretaries all the information that is required to be contained in that register in respect of matters that are current as at that time, but (b) the company is not required to enter in its register information relating to the period when the election was in force that is no longer current. (279F) (1) The Secretary of State may by regulations amend this Act— (a) to extend sections 279A to 279E (with or without modification) to public companies or public companies of a class specified in the regulations, and (b) to make such other amendments as the Secretary of State thinks fit in consequence of that extension. (2) Regulations under this section are subject to affirmative resolution procedure.

PART 2 — Related amendments

11

The Companies Act 2006 is amended as follows.

12

In section 12 (statement of proposed officers), in subsection (2), after “will be required” insert “ (or, in the absence of an election under section 167A or 279A, would be required) ”.

13

In section 112 (the members of a company), after subsection (2) insert—

(3) Where an election under section 128B is in force in respect of a company— (a) the requirement in subsection (1) to enter particulars of members in the company's register of members does not apply, and (b) subsection (2) has effect as if the reference to a person whose name is entered in the company's register of members were a reference to a person with respect to whom the following steps have been taken— (i) the person's name has been delivered to the registrar under section 128E, and (ii) the document containing that information has been registered by the registrar.

14

In section 127 (register to be evidence), after the words “in it” insert “ , except for any matters of which the central register is prima facie evidence by virtue of section 128H ”.

15

In section 246 (putting the address on the public record)—

• (a) after subsection (3) insert—

(3A) But— (a) subsection (3)(a) does not apply if an election under section 167A is in force in respect of the company's register of directors, and (b) subsection (3)(b) does not apply if an election under section 167A is in force in respect of the company's register of directors' residential addresses.

,

• (b) after subsection (4) insert—

(4A) If an election under section 167A is in force in respect of the company's register of directors, the company must, in place of doing the things mentioned in subsection (4)(a) and (b), deliver the particulars to the registrar in accordance with section 167D.

, and

• (c) in subsection (5), for “or (4)” substitute “ , (4) or (4A) ”.

16

In section 286 (votes of joint holders of shares), in subsection (2), after “register of members” insert “ (or, if an election under section 128B is in force in respect of the company, in the register kept by the registrar under section 1080) ”.

17

In section 311 (contents of notices of meetings), in subsection (3)(b)(i), after “register of members” insert “ (or, if an election under section 128B is in force in respect of the company, by reference to the register kept by the registrar under section 1080) ”.

18

In section 360B (traded companies: requirements for participating in and voting at general meetings), after subsection (4) insert—

(5) If an election is in force under section 128B in respect of a company, the reference in subsection (2) to the register of members is to be read as a reference to the register kept by the registrar under section 1080.

19

In section 554 (registration of allotment), after subsection (2) insert—

(2A) If an election is in force under Chapter 2A of Part 8, the obligation under subsection (1) to register the allotment of shares is replaced by an obligation to deliver particulars of the allotment of shares to the registrar in accordance with that Chapter.

20

In section 558 (when shares are allotted), after “members” insert “ (or, as the case may be, to have the person's name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar) ”.

21

In section 588 (liability of subsequent holders of shares), in subsection (3)(a), after “members” insert “ (or, as the case may be, to have his name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar) ”.

22

In section 605 (liability of subsequent holders of shares), in subsection (4)(a), after “members” insert “ (or, as the case may be, to have his name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar) ”.

23

In section 616 (interpretation of Chapter 7), in subsection (3), after “members” insert “ (or, as the case may be, have your name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar) ”.

24

In section 655 (shares no bar to damages against company), after “members” insert “ (or have his name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar) ”.

25

In section 724 (Treasury shares), in subsection (4), after “members” insert “ (or, as the case may be, the company's name must be delivered to the registrar under Chapter 2A of Part 8) ”.

26

In section 770 (registration of transfer), after subsection (2) insert—

(3) If an election under Chapter 2A of Part 8 is in force in respect of the company, references in this section to registering a transfer (or a person) are to be read as references to delivering particulars of that transfer (or person) to the registrar under that Chapter.

27

In section 771 (procedure on transfer being lodged), after subsection (2) insert—

(2A) If an election is in force under Chapter 2A of Part 8 in respect of the company, references in this section to registering the transfer are to be read as references to delivering particulars of the transfer to the registrar in accordance with that Chapter.

28

In section 772 (transfer of shares on application of transferor)—

• (a) after “the name of the transferee” insert “ (or, as the case may be, deliver the name of the transferee to the registrar under Chapter 2A of Part 8) ”, and

• (b) after “entry” insert “ (or delivery) ”.

29

In section 786 (provision enabling or requiring arrangements to be adopted), in subsection (3)(a), after “members” insert “ (or, as the case may be, delivered to the registrar under Chapter 2A of Part 8) ”.

30

In section 1068 (registrar's requirements as to form, authentication and manner of delivery), after subsection (6) insert—

(6A) But the power conferred by this section does authorise the registrar to require any document permitted or required to be delivered to the registrar under Chapter 2A of Part 8 (option to keep membership information on central register) to be delivered by electronic means.

31

• (1) Section 1081 (annotation of the register) is amended as follows.

• (2) After subsection (1) insert—

(1A) If the registrar registers a document delivered by a company under section 128E that, by virtue of subsection (3)(a), (b) or (c) of that section, does not specify the relevant date, the registrar must place a note in the register recording as that date the date on which the document was registered by the registrar.

• (3) In subsection (6), after “(1)” insert “ or (1A) ”.

32

In section 1094 (administrative removal of material from the register), in subsection (3)(a)—

• (a) omit “or” at the end of sub-paragraph (vii),

• (b) insert “ , or ” at the end of sub-paragraph (viii), and

• (c) after that sub-paragraph insert—

(ix) a change in its membership particulars of which were delivered to the registrar under section 128E (duty to notify registrar of changes while election to keep information on central register is in force);

.

33

In section 1136 (regulations about where certain company records to be kept available for inspection), in subsection (2), after the entry for section 114 insert— “ section 128D (historic register of members); ”.

34

In Schedule 5 (communications by a company)—

• (a) in paragraph 4 (address for communications in hard copy form), after sub-paragraph (1) insert—

(1A) Sub-paragraph (1) has effect— (a) where an election under section 128B is in force, as if the reference in paragraph (c) to the company's register of members were a reference to the register kept by the registrar under section 1080, and (b) where an election under section 167A is in force in respect of the company's register of directors, as if the reference in paragraph (d) to the company's register of directors were a reference to the register kept by the registrar under section 1080.

, and

• (b) in paragraph 16 (joint holders of shares or debentures), after sub-paragraph (3) insert—

(3A) Where an election under section 128B is in force, the reference in sub-paragraph (3)(b) to the register of members is to be read as a reference to the register kept by the registrar under section 1080.

35

In Schedule 8 (index of defined expressions), in the appropriate place insert—

the central register
—in Chapter 2A of Part 8	section 128A(2)
—in Chapter 4 of Part 21A	section 790W(2)

.

SCHEDULE 6

1

The Companies Act 2006 is amended as follows.

2

In section 10 (statement of capital and initial shareholdings), in subsection (2)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) to be unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

3

In section 32 (constitutional documents to be provided to members), in subsection (2)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

4

In section 108 (statement of capital required on re-registration as a limited company which already has allotted share capital), in subsection (3)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

5

In section 555 (return of allotment by limited company), in subsection (4)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

6

In section 619 (notice to registrar of sub-division or consolidation), in subsection (3)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

7

In section 621 (notice to registrar of reconversion of stock into shares), in subsection (3)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

8

In section 625 (notice to registrar of redenomination), in subsection (3)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

9

In section 627 (notice to registrar of reduction of capital in connection with redenomination), in subsection (3)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

10

In section 644 (registration of resolution reducing share capital), in subsection (2)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

11

In section 649 (registration of court order confirming reduction of share capital), in subsection (2)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

12

In section 663 (notice to registrar of cancellation of shares), in subsection (3)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

13

In section 689 (notice to registrar of redemption), in subsection (3)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

14

In section 708 (notice to registrar of cancellation on purchase of own shares), in subsection (3)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

15

In section 720B (registration of resolution etc. for purchase of own shares in connection with employees' share scheme), in subsection (2)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

16

In section 730 (notification of cancellation of treasury shares), in subsection (5)—

• (a) after paragraph (b) insert—

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

, and

• (b) omit paragraph (d) (and the “and” immediately before it).

SCHEDULE 7

PART 1 — Company Directors Disqualification Act 1986

1

The Company Directors Disqualification Act 1986 is amended as follows.

2

In section 1 (disqualification orders: general) in subsection (2), for “section 6” substitute “ sections 6 and 8ZA ”.

3

• (1) Section 1A (disqualification undertakings: general) is amended as follows.

• (2) In subsection (1), for “7 and 8” substitute “ 5A, 7, 8, 8ZC and 8ZE ”.

• (3) In subsection (2), after “7” insert “ or 8ZC ”.

4

• (1) Section 2 (disqualification on conviction of indictable offence) is amended as follows.

• (2) After subsection (1) insert—

(1A) In subsection (1), “company” includes overseas company.

• (3) In subsection (2), after paragraph (a) insert—

(aa) in relation to an overseas company not falling within paragraph (a), the High Court or, in Scotland, the Court of Session, or

.

5

• (1) Section 3 (disqualification for persistent breaches of companies legislation) is amended as follows.

• (2) After subsection (3) insert—

(3A) In this section “company” includes overseas company.

• (3) In subsection (4)—

• (a) after “means” insert

— (a)

, and

• (b) after “committed” insert

, or (b) in relation to an overseas company not falling within paragraph (a), the High Court or, in Scotland, the Court of Session.

6

In section 5 (disqualification on summary conviction), after subsection (4A) insert—

(4B) In this section “company” includes overseas company.

7

In section 6 (duty of court to disqualify unfit directors of insolvent companies), in subsection (2), omit “and the next”.

8

In section 7 (disqualifications under section 6: applications and undertakings), after subsection (4) insert—

(5) Subsections (1A) and (2) of section 6 apply for the purposes of this section as they apply for the purposes of that section.

9

Before section 8A insert— “ Further provision about disqualification undertakings ”

10

In section 8A (variation etc of disqualification undertaking), in subsection (3)—

• (a) before paragraph (a) insert—

(za) in the case of an undertaking given under section 8ZC has the same meaning as in section 8ZA; (zb) in the case of an undertaking given under section 8ZE means the High Court or, in Scotland, the Court of Session;

, and

• (b) in paragraph (b), after “section” insert “ 5A(5), ”.

11

In section 10 (participation in wrongful trading), after subsection (2) insert—

(3) In this section “company” includes overseas company.

12

• (1) Section 16 (application for disqualification order) is amended as follows.

• (2) In subsection (1), omit “by the court having jurisdiction to wind up a company”.

• (3) In subsection (2)—

• (a) for “with jurisdiction to wind up companies” substitute “ , other than a court mentioned in section 2(2)(b) or (c), ”, and

• (b) after “any company” insert “ or overseas company ”.

13

• (1) Section 17 (application for leave under an order or undertaking) is amended as follows.

• (2) In subsection (3), after “under section” insert “ 5A, ”.

• (3) After subsection (3) insert—

(3ZA) Where a person is subject to a disqualification undertaking accepted at any time under section 8ZC, any application for leave for the purposes of section 1A(1)(a) must be made to any court to which, if the Secretary of State had applied for a disqualification order under section 8ZA at that time, that application could have been made. (3ZB) Where a person is subject to a disqualification undertaking accepted at any time under section 8ZE, any application for leave for the purposes of section 1A(1)(a) must be made to the High Court or, in Scotland, the Court of Session.

14

In section 18 (register of disqualification orders and undertakings), in subsection (2A)(a), for “7 or 8” substitute “ 5A, 7, 8, 8ZC or 8ZE ”.

15

In section 20 (admissibility in evidence of statements), in subsection (1), for “6 to 10, 15” substitute “ 5A, 6 to 10, 12C, 15 to 15C ”.

16

In section 21 (interaction with Insolvency Act 1986), in each of subsections (2) and (3), for “6 to 10, 13, 14, 15” substitute “ 5A, 6 to 10, 12C to 15C ”.

17

In section 22 (interpretation), after subsection (2) insert—

(2A) An “overseas company” is a company incorporated or formed outside Great Britain.

18

In section 22A (application of Act to building societies), omit subsection (4).

19

In section 22B (application of Act to incorporated friendly societies)—

• (a) after subsection (3) insert—

(3A) In relation to an incorporated friendly society, this Act applies as if sections 8ZA to 8ZE were omitted.

, and

• (b) omit subsection (4).

20

In section 22C (application of Act to NHS foundation trusts) omit subsection (3).

21

Omit section 22D (application of Act to open-ended investment companies).

22

• (1) Section 22E (application of Act to registered societies) is amended as follows.

• (2) In subsection (4)—

• (a) omit paragraph (c), and

• (b) after paragraph (e) insert—

(f) sections 8ZA to 8ZE are to be disregarded.

• (3) Omit subsection (5).

23

In section 22F (application of Act to charitable incorporated organisations) omit subsection (4).

PART 2 — Other enactments

Companies (Audit, Investigations and Community Enterprises) Act 2004

24

Omit paragraph 28 of Schedule 2 to the Companies (Audit, Investigations and Community Enterprises) Act 2004.

Companies Act 2006

25

Omit section 1039 of the Companies Act 2006 (disqualification orders consequential amendments).

SCHEDULE 8

The Company Directors Disqualification (Northern Ireland) Order 2002

1

In this Schedule “the 2002 Order” means the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)).

Convictions abroad

2

• (1) After Article 8 of the 2002 Order insert—

(8A) (1) If it appears to the Department that it is expedient in the public interest that a disqualification order under this Article should be made against a person, the Department may apply to the High Court for such an order. (2) The High Court may, on an application under paragraph (1), make a disqualification order against a person who has been convicted of a relevant foreign offence. (3) A “relevant foreign offence” is an offence committed outside Northern Ireland— (a) in connection with— (i) the promotion, formation, management, liquidation or striking off of a company (or any similar procedure), (ii) the receivership of a company's property (or any similar procedure), or (iii) a person being an administrative receiver of a company (or holding a similar position), and (b) which corresponds to an indictable offence under the law of Northern Ireland. (4) Where it appears to the Department that, in the case of a person who has offered to give a disqualification undertaking— (a) the person has been convicted of a relevant foreign offence, and (b) it is expedient in the public interest that the Department should accept the undertaking (instead of applying, or proceeding with an application, for a disqualification order), the Department may accept the undertaking. (5) In this Article, “company” includes an overseas company. (6) The maximum period of disqualification under an order under this Article is 15 years.

• (2) Article 8A(2) and (4) of the 2002 Order, as inserted by this paragraph, apply in relation to a conviction of a relevant foreign offence which occurs on or after the day on which this paragraph comes into force regardless of whether the act or omission which constituted the offence occurred before that day.

Determining unfitness and disqualification orders: matters to be taken into account

3

• (1) The 2002 Order is amended as follows.

• (2) In Article 9 (duty of High Court to disqualify unfit directors of insolvent companies)—

• (a) in paragraph (1)(b), for “any other company or companies” substitute “ one or more other companies or overseas companies ”,

• (b) after paragraph (1) insert—

(1A) In this Article references to a person's conduct as a director of any company or overseas company include, where that company or overseas company has become insolvent, references to that person's conduct in relation to any matter connected with or arising out of the insolvency.

,

• (c) in paragraph (2), omit the words from “and references” to the end, and

• (d) after paragraph (2) insert—

(2A) For the purposes of this Article, an overseas company becomes insolvent if the company enters into insolvency proceedings of any description (including interim proceedings) in any jurisdiction. (2B) In this Article and Article 10, “director” includes a shadow director.

• (3) In Article 11 (disqualification where expedient in public interest)—

• (a) in paragraph (3)(a) after “shadow director” insert “ (either taken alone or taken together with his conduct as a director or shadow director of one or more other companies or overseas companies), ”,

• (b) in paragraph (4) after “the company” insert “ (either taken alone or taken together with his conduct as a director or shadow director of one or more other companies or overseas companies) ”, and

• (c) after paragraph (4) insert—

(4A) Paragraph (1A) of Article 9 applies for the purposes of this Article as it applies for the purposes of that Article.

• (4) Omit Article 13 (matters for determining unfitness of directors).

• (5) After Article 17 insert—

(17A) (1) This Article applies where the High Court must determine— (a) whether a person's conduct as a director of one or more companies or overseas companies makes the person unfit to be concerned in the management of a company; (b) whether to exercise any discretion it has to make a disqualification order under any of Articles 5 to 7, 8A, 11 or 14; (c) where the Court has decided to make a disqualification order under any of those Articles or is required to make an order under Article 9, what the period of disqualification should be. (2) This Article also applies where the Department must determine— (a) whether a person's conduct as a director of one or more companies or overseas companies makes the person unfit to be concerned in the management of a company; (b) whether to exercise any discretion the Department has to accept a disqualification undertaking under any of Articles 8A, 10 or 11. (3) In making any such determination in relation to a person, the High Court or the Department must— (a) in every case, have regard in particular to the matters set out in paragraphs 1 to 4 of Schedule 1; (b) in a case where the person concerned is or has been a director of a company or overseas company, also have regard in particular to the matters set out in paragraphs 5 to 7 of that Schedule. (4) In this Article “director” includes a shadow director. (5) Paragraph (1A) of Article 9 applies for the purposes of this Article as it applies for the purposes of that Article. (6) The Department may by order modify Schedule 1; and such an order may contain such transitional provision as may appear to the Department to be necessary or expedient. (7) An order under paragraph (5) is subject to affirmative resolution.

• (6) For Schedule 1 (matters determining unfitness of directors) substitute—

SCHEDULE 1 (1) The extent to which the person was responsible for the causes of any material contravention by a company or overseas company of any applicable legislative or other requirement. (2) Where applicable, the extent to which the person was responsible for the causes of a company or overseas company becoming insolvent. (3) The frequency of conduct of the person which falls within paragraph 1 or 2. (4) The nature and extent of any loss or harm caused, or any potential loss or harm which could have been caused, by the person's conduct in relation to a company or overseas company. (5) Any misfeasance or breach of any fiduciary duty by the director in relation to a company or overseas company. (6) Any material breach of any legislative or other obligation of the director which applies as a result of being a director of a company or overseas company. (7) The frequency of conduct of the director which falls within paragraph 5 or 6. (8) Paragraphs (1A) to (2A) of Article 9 apply for the purposes of this Schedule as they apply for the purposes of that Article. (9) In this Schedule “director” includes a shadow director.

Extension of period for applying for disqualification order for unfit directors

4

• (1) In Article 10(2) of the 2002 Order (period within which application may be made for disqualification order against unfit director of insolvent company), for “2 years” substitute “ 3 years ”.

• (2) Sub-paragraph (1) applies only to an application relating to a company which has become insolvent after the commencement of that sub-paragraph.

• (3) Article 9(2) of the 2002 Order (meaning of “becoming insolvent”) applies for the purposes of sub-paragraph (2) as it applies for the purposes of Article 9 of that Order.

Reports of office-holders on conduct of directors of insolvent companies

5

• (1) The 2002 Order is amended as follows.

• (2) After Article 10 insert—

(10A) (1) The office-holder in respect of a company which is insolvent must prepare a report (a “conduct report”) about the conduct of each person who was a director of the company— (a) on the insolvency date, or (b) at any time during the period of 3 years ending with that date. (2) For the purposes of this Article a company is insolvent if— (a) the company is in liquidation and at the time it went into liquidation its assets were insufficient for the payment of its debts and other liabilities and the expenses of the winding up, (b) the company has entered administration, or (c) an administrative receiver of the company has been appointed; and paragraph (1A) of Article 9 applies for the purposes of this Article as it applies for the purposes of that Article. (3) A conduct report must, in relation to each person, describe any conduct of the person which may assist the Department in deciding whether to exercise the power under Article 10(1) or (3) in relation to that person. (4) The office-holder must send the conduct report to the Department before the end of— (a) the period of 3 months beginning with the insolvency date, or (b) such other longer period as the Department considers appropriate in the particular circumstances. (5) If new information comes to the attention of an office-holder, the office-holder must send that information to the Department as soon as reasonably practicable. (6) “New information” is information which an office-holder considers should have been included in a conduct report prepared in relation to the company, or would have been so included had it been available before the report was sent. (7) If there is more than one office-holder in respect of a company at any particular time (because the company is insolvent by virtue of falling within more than one sub-paragraph of paragraph (2) at that time), paragraph (1) applies only to the first of the office-holders to be appointed. (8) In the case of a company which is at different times insolvent by virtue of falling within one or more different sub-paragraphs of paragraph (2)— (a) the references in paragraph (1) to the insolvency date are to be read as references to the first such date during the period in which the company is insolvent, and (b) paragraph (1) does not apply to an office-holder if at any time during the period in which the company is insolvent a conduct report has already been prepared and sent to the Department. (9) The “office-holder” in respect of a company which is insolvent is— (a) in the case of a company being wound up by the High Court, the official receiver; (b) in the case of a company being wound up otherwise, the liquidator; (c) in the case of a company in administration, the administrator; (d) in the case of a company of which there is an administrative receiver, the receiver. (10) The “insolvency date”— (a) in the case of a company being wound up by the High Court, means the date on which the Court makes the winding-up order (see Article 105 of the Insolvency (Northern Ireland) Order 1989); (b) in the case of a company being wound up by way of a members' voluntary winding up, means the date on which the liquidator forms the opinion that the company will be unable to pay its debts in full (together with interest at the official rate) within the period stated in the directors' declaration of solvency under Article 75 of the Insolvency (Northern Ireland) Order 1989; (c) in the case of a company being wound up by way of a creditors' voluntary winding up where no such declaration under Article 75 of that Order has been made, means the date of the passing of the resolution for voluntary winding up; (d) in the case of a company which has entered administration, means the date the company did so; (e) in the case of a company in respect of which an administrative receiver has been appointed, means the date of that appointment. (11) For the purposes of paragraph (10)(e), any appointment of an administrative receiver to replace an administrative receiver who has died or vacated office pursuant to Article 55 of the Insolvency (Northern Ireland) Order 1989 is to be ignored. (12) In this Article, “director” includes a shadow director.

• (3) In Article 10 (disqualification order or undertaking and reporting provisions), omit paragraph (4).

• (4) For the heading to Article 10 substitute “ Disqualification orders under Article 9: applications and acceptance of undertakings ”.

• (5) In consequence of the amendment made by sub-paragraph (3), omit paragraph 64 of Schedule 2 to the Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10)).

Directors: removal of restriction on application for disqualification order

6

• (1) The 2002 Order is amended as follows.

• (2) In Article 11 (disqualification of director after investigation of company)—

• (a) in paragraph (1), omit “from investigative material”,

• (b) omit paragraph (2), and

• (c) in paragraph (3), omit “from such report, information or documents”.

• (3) For the heading of that Article substitute “ Disqualification of director on finding of unfitness ”.

Persons instructing unfit director

7

After Article 11 of the 2002 Order insert—

(11A) (1) The High Court may make a disqualification order against a person (“P”) if, on an application under Article 11B, it is satisfied— (a) either— (i) that a disqualification order under Article 9 has been made against a person who is or has been a director (but not a shadow director) of a company, or (ii) that the Department has accepted a disqualification undertaking from such a person under Article 10(3), and (b) that P exercised the requisite amount of influence over the person. That person is referred to in this Article as “the main transgressor”. (2) For the purposes of this Article, P exercised the requisite amount of influence over the main transgressor if any of the conduct— (a) for which the main transgressor is subject to the order made under Article 9, or (b) in relation to which the undertaking was accepted from the main transgressor under Article 10(3), was the result of the main transgressor acting in accordance with P's directions or instructions. (3) But P does not exercise the requisite amount of influence over the main transgressor by reason only that the main transgressor acts on advice given by P in a professional capacity. (4) Under this Article the minimum period of disqualification is 2 years and the maximum period is 15 years. (11B) (1) If it appears to the Department that it is expedient in the public interest that a disqualification order should be made against a person under Article 11A, the Department may— (a) make an application to the High Court for such an order, or (b) in a case where an application for an order under Article 9 against the main transgressor has been made by the official receiver, direct the official receiver to make such an application. (2) Except with the leave of the High Court, an application for a disqualification order under Article 11A must not be made after the end of the period of 3 years beginning with the day on which the company in question became insolvent (within the meaning given by Article 9(2)). (3) Paragraph (5) of Article 10 applies for the purposes of this Article as it applies for the purposes of that Article. (11C) (1) If it appears to the Department that it is expedient in the public interest to do so, the Department may accept a disqualification undertaking from a person (“P”) if— (a) any of the following is the case— (i) a disqualification order under Article 9 has been made against a person who is or has been a director (but not a shadow director) of a company, (ii) the Department has accepted a disqualification undertaking from such a person under Article 10(3), or (iii) it appears to the Department that such an undertaking could be accepted from such a person (if one were offered), and (b) it appears to the Department that P exercised the requisite amount of influence over the person. That person is referred to in this Article as “the main transgressor”. (2) For the purposes of this Article, P exercised the requisite amount of influence over the main transgressor if any of the conduct— (a) for which the main transgressor is subject to the disqualification order made under Article 9, (b) in relation to which the disqualification undertaking was accepted from the main transgressor under Article 10(3), or (c) which led the Department to the conclusion set out in paragraph (1)(a)(iii), was the result of the main transgressor acting in accordance with P's directions or instructions. (3) But P does not exercise the requisite amount of influence over the main transgressor by reason only that the main transgressor acts on advice given by P in a professional capacity. (4) Paragraph (5) of Article 10 applies for the purposes of this Article as it applies for the purposes of that Article. (11D) (1) The High Court may make a disqualification order against a person (“P”) if, on an application under this Article, it is satisfied— (a) either— (i) that a disqualification order under Article 11 has been made against a person who is or has been a director (but not a shadow director) of a company, or (ii) that the Department has accepted a disqualification undertaking from such a person under Article 11(3), and (b) that P exercised the requisite amount of influence over the person. That person is referred to in this Article as “the main transgressor”. (2) The Department may make an application to the High Court for a disqualification order against P under this Article if it appears to the Department that it is expedient in the public interest for such an order to be made. (3) For the purposes of this Article, P exercised the requisite amount of influence over the main transgressor if any of the conduct— (a) for which the main transgressor is subject to the order made under Article 11, or (b) in relation to which the undertaking was accepted from the main transgressor under Article 11(3), was the result of the main transgressor acting in accordance with P's directions or instructions. (4) But P does not exercise the requisite amount of influence over the main transgressor by reason only that the main transgressor acts on advice given by P in a professional capacity. (5) Under this Article the maximum period of disqualification is 15 years. (11E) (1) If it appears to the Department that it is expedient in the public interest to do so, the Department may accept a disqualification undertaking from a person (“P”) if— (a) any of the following is the case— (i) a disqualification order under Article 11 has been made against a person who is or has been a director (but not a shadow director) of a company, (ii) the Department has accepted a disqualification undertaking from such a person under Article 11(3), or (iii) it appears to the Department that such an undertaking could be accepted from such a person (if one were offered), and (b) it appears to the Department that P exercised the requisite amount of influence over the person. That person is referred to in this Article as “the main transgressor”. (2) For the purposes of this Article, P exercised the requisite amount of influence over the main transgressor if any of the conduct— (a) for which the main transgressor is subject to the disqualification order made under Article 11, (b) in relation to which the disqualification undertaking was accepted from the main transgressor under Article 11(3), or (c) which led the Department to the conclusion set out in paragraph (1)(a)(iii), was the result of the main transgressor acting in accordance with P's directions or instructions. (3) But P does not exercise the requisite amount of influence over the main transgressor by reason only that the main transgressor acts on advice given by P in a professional capacity.

Compensation orders and undertakings

8

After Article 19 of the 2002 Order insert—

(19A) (1) The High Court may make a compensation order against a person on the application of the Department if the Court is satisfied that the conditions mentioned in paragraph (3) are met. (2) If it appears to the Department that the conditions mentioned in paragraph (3) are met in respect of a person who has offered to give the Department a compensation undertaking, the Department may accept the undertaking instead of applying, or proceeding with an application, for a compensation order. (3) The conditions are that— (a) the person is subject to a disqualification order or disqualification undertaking under this Order, and (b) conduct for which the person is subject to the order or undertaking has caused loss to one or more creditors of an insolvent company of which the person has at any time been a director. (4) An “insolvent company” is a company that is or has been insolvent and a company becomes insolvent if— (a) the company goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up, (b) the company enters administration, or (c) an administrative receiver of the company is appointed. (5) The Department may apply for a compensation order at any time before the end of the period of two years beginning with the date on which the disqualification order referred to in paragraph (3)(a) was made, or the disqualification undertaking referred to in that paragraph was accepted. (6) In the case of a person subject to a disqualification order under Article 11A or 11D, or a disqualification undertaking under Article 11C or 11E, the reference in paragraph (3)(b) to conduct is a reference to the conduct of the main transgressor in relation to which the person has exercised the requisite amount of influence. (19B) (1) A compensation order is an order requiring the person against whom it is made to pay an amount specified in the order— (a) to the Department for the benefit of— (i) a creditor or creditors specified in the order; (ii) a class or classes of creditor so specified; (b) as a contribution to the assets of a company so specified. (2) A compensation undertaking is an undertaking to pay an amount specified in the undertaking— (a) to the Department for the benefit of— (i) a creditor or creditors specified in the undertaking; (ii) a class or classes of creditor so specified; (b) as a contribution to the assets of a company so specified. (3) When specifying an amount the High Court (in the case of an order) and the Department (in the case of an undertaking) must in particular have regard to— (a) the amount of the loss caused; (b) the nature of the conduct mentioned in Article 19A(3)(b); (c) whether the person has made any other financial contribution in recompense for the conduct (whether under a statutory provision or otherwise). (4) An amount payable by virtue of paragraph (2) under a compensation undertaking is recoverable as if payable under a court order. (5) An amount payable under a compensation order or compensation undertaking is provable as a bankruptcy debt. (19C) (1) The High Court may, on the application of a person who is subject to a compensation undertaking— (a) reduce the amount payable under the undertaking, or (b) provide for the undertaking not to have effect. (2) On the hearing of an application under paragraph (1), the Department must appear and call the attention of the Court to any matters which the Department considers relevant, and may give evidence or call witnesses.

Amendments consequential on, or related to, amendments made by paragraphs 2 to 8

9

• (1) The 2002 Order is amended as follows.

• (2) In Article 2(2) (interpretation), after the definition of “the official receiver” insert—

“overseas company” is a company which is incorporated or formed outside Northern Ireland;

.

• (3) In Article 3 (disqualification orders: general), in paragraph (2), for “Article 9” substitute “ Articles 9 and 11A ”.

• (4) In Article 4 (disqualification undertakings: general)—

• (a) in paragraph (1), for “10 and 11” substitute “ 8A, 10, 11, 11C and 11E ”, and

• (b) in paragraph (2), after “10” insert “ or 11C ”.

• (5) In Article 5 (disqualification on conviction of offence punishable only on indictment or either on indictment or summary conviction), after paragraph (1) insert—

(1A) In paragraph (1), “company” includes overseas company.

• (6) In Article 6 (disqualification for persistent default under companies legislation), after paragraph (3A) insert—

(3B) In this Article “company” includes overseas company.

• (7) In Article 8 (disqualification on summary conviction of offence), after paragraph (4A) insert—

(4B) In this Article “company” includes overseas company.

• (8) In Article 9 (duty of High Court to disqualify unfit directors of insolvent companies), in paragraph (2), omit “and Article 10”.

• (9) In Article 10 (disqualifications under Article 9: applications and undertakings), after paragraph (5) insert—

(6) Paragraphs (1A) and (2) of Article 9 apply for the purposes of this Article as they apply for the purposes of that Article.

• (10) Before Article 12 insert— “ Further provision about disqualification undertakings ”.

• (11) In Article 14 (participation in wrongful trading), after paragraph (2) insert—

(3) In this Article “company” includes overseas company.

• (12) In Article 20 (application for disqualification order), in paragraph (2), after “any company” insert “ or overseas company ”.

• (13) In Article 22 (register of disqualification orders and undertakings), in paragraph (3)(a), for “10 or 11” substitute “ 8A, 10, 11, 11C or 11E ”.

• (14) In Article 23 (admissibility in evidence of statements), in paragraph (1)—

• (a) for “9 to 14” substitute “ 8A to 14, 17A ”, and

• (b) after “or 19” insert “ to 19C ”.

• (15) In Article 24 (interaction with the Insolvency (Northern Ireland) Order 1989), in paragraphs (1) and (2)—

• (a) for “9 to 14” substitute “ 8A to 14, 17A ”, and

• (b) after “or 19” insert “ to 19C ”.

• (16) In Article 24D (application of Order to building societies), omit paragraph (4).

• (17) Omit Article 24E (application of Order to open-ended investment companies).

• (18) In Article 25 (application of Order to incorporated friendly societies)—

• (a) after paragraph (3) insert—

(3A) In relation to an incorporated friendly society, this Order applies as if Articles 11A to 11E were omitted.

, and

• (b) omit paragraph (4).

• (19) In Article 25A (application of Order to registered societies)—

• (a) omit paragraph (2)(d),

• (b) after paragraph (2)(f) insert—

(g) Articles 11A to 11E are to be disregarded.

, and

• (c) omit paragraph (3).

10

Omit paragraph 65 of Schedule 2 to the Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10)).

SCHEDULE 9

PART 1 — Company insolvency

Introductory

1

The Insolvency Act 1986 is amended in accordance with this Part of this Schedule.

Company voluntary arrangements

2

In section 2(2) (nominee's report on company's proposal), for paragraphs (aa) and (b) substitute—

(b) whether, in his opinion, the proposal should be considered by a meeting of the company and by the company's creditors, and (c) if in his opinion it should, the date on which, and time and place at which, he proposes a meeting of the company should be held.

3

• (1) Section 3 (summoning of meetings) is amended as follows.

• (2) In subsection (1)—

• (a) for the words from “that” to “summoned” substitute “ under section 2(2) that the proposal should be considered by a meeting of the company and by the company's creditors ”;

• (b) for the words from “directs)” to the end substitute