The Companies Act 1989 (Commencement No. 8 and Transitional and Saving Provisions) Order 1990

Made: 17th December 1990

The Secretary of State, in exercise of his powers under section 215(2) and (3) of the Companies Act 1989[^f00001], hereby makes the following Order:

Citation and Interpretation

1

This Order may be cited as the Companies Act 1989 (Commencement No. 8 and Transitional and Saving Provisions) Order 1990.

2

In this Order:

• “the 1989 Act” means the Companies Act 1989; and

• “the 1985 Act” means the Companies Act 1985[^f00002].

Provisions of the 1989 Act commenced by this Order

3

With the exception of sections 1 and 11 insofar as they insert a new section 242A into the 1985 Act, the provisions of Part I of the 1989 Act not already in force shall come into force on 7th January 1991, subject to the transitional and saving provisions set out in Article 6 of this Order.

4

In Part V of the 1989 Act:

• (a) sections 108 to 112 shall come into force on 4th February 1991, subject to the transitional and saving provisions set out in Article 7 of this Order;

• (b) sections 125 and 127(1), (2) and (4) shall come into force on 7th January 1991, together with, to the extent that it has the effect of inserting into Schedule 22 of the 1985 Act a reference to the new sections 706, 707 and 715A of the 1985 Act inserted by those sections, section 127(7);

• (c) section 135 shall come into force on 7th January 1991;

• (d) paragraph 10 of Schedule 19, together with section 145 so far as it extends to that paragraph, shall come into force on 7th January 1991; and

• (e) paragraph 11 of Schedule 19, together with section 145 so far as it extends to that paragraph, shall come into force on 4th February 1991.

5

In Part X of the 1989 Act:

• (a) the repeal effected by Schedule 24 of section 708(1)(b) of the 1985 Act, together with section 212 so far as relating to that repeal, shall come into force on 7th January 1991;

• (b) the repeal effected by Schedule 24 of Schedule 15 to the 1985 Act, together with section 212 so far as relating to that repeal, shall come into force on 7th January 1991, subject to the transitional and saving provisions made by Articles 4 and 5 of the Companies Act 1989 (Commencement No. 7 and Transitional and Saving Provisions) Order 1990[^f00003]; and

• (c) the repeals effected by Schedule 24 of the entries relating to section 245(1) and (2) in Schedule 24 to the 1985 Act, together with section 212 so far as relating to those repeals, shall come into force on 7th January 1991 subject to the transitional and saving provisions set out in Article 6 of this Order.

Transitional and saving provisions relating to provisions commenced in Part I of the 1989 Act

6

• (1) Notwithstanding:

• (a) the repeal of section 245 of the 1985 Act as originally enacted by the commencement by this Order of section 12 of the 1989 Act; and

• (b) the commencement by this Order of the provisions in paragraph 24(2) of Schedule 10 to the 1989 Act which omit the references to the said section 245 in Schedule 24 to the 1985 Act (Punishment of offences);

section 245 of the 1985 Act as originally enacted (together with the references to that section in Schedule 24 to the 1985 Act) shall continue to have effect:

• (i) with respect to a company’s accounts for a financial year commencing on a date prior to 23rd December 1989, where those accounts are laid before the company in general meeting or delivered to the registrar on or after 7th January 1991; and

• (ii) with respect to the annual accounts of a company for a financial year commencing on or after 23rd December 1989, if those accounts have been approved by the directors under section 233 of the 1985 Act (as inserted by section 7 of the 1989 Act) prior to 7th January 1991 but are laid before the company in general meeting or delivered to the registrar on or after that date.

Transitional and saving provisions relating to sections 108 to 112 of the 1989 Act

7

• (1) Nothing in new section 35 of the 1985 Act (as inserted by section 108(1) of the 1989 Act) shall affect the validity or invalidity of any act done by a company prior to 4th February 1991; nor shall subsection (3) of that section enable any ratification of any action taken by the directors of a company prior to that date.

• (2) Nothing in section 35A of the 1985 Act (as inserted by section 108 of the 1989 Act) shall affect the validity or invalidity of any act of or transaction entered into by a company prior to 4th February 1991.

• (3) Nothing in section 322A of the 1985 Act (as inserted by section 109(1) of the 1989 Act) shall affect any transaction entered into by a company prior to 4th February 1991.

• (4) Nothing in section 30B of the Charities Act 1960[^f00005] (as inserted by section 111 of the 1989 Act) or in section 112(3) of the 1989 Act shall be construed as affecting any act of or transaction entered into by a company prior to 4th February 1991.

• (5) In this Article “company” includes any body corporate to which sections 35, 35A and 322A applied by virtue of any enactment.

Amendment of earlier Commencement Order

8

• (1) The amendment made by this article to the Companies Act 1989 (Commencement No. 4 and Transitional and Saving Provisions) Order 1990 takes effect on 7th January 1991.

• (2) Paragraph 2 of Part I of Schedule 2 to the Companies Act 1989 (Commencement No. 4 and Transitional and Saving Provisions) Order 1990[^f00006] is hereby revoked save to the extent that section 245 of the 1985 Act as originally enacted is continued in force by Article 6 of this Order.

Signed

John Redwood — Minister of State — Department of Trade and Industry — 17th December 1990

Explanatory note

(This note is not part of the Order)

This Order brings into force certain of the provisions of the Companies Act 1989 (“the 1989 Act”).

Article 3 of this Order has the effect of commencing, on 7th January 1991, sections 7 (insofar as it inserts a section 233 into Part VII of the Companies Act 1985) and 12 of the 1989 Act, together with section 23 of, and Schedule 10 to, the 1989 Act (so far as already not in force). Sections 7 (so far as relevant) and 12 substitute a new offence of approving defective accounts for an existing offence, permit the voluntary revision of defective accounts and provide for a new statutory procedure for the Secretary of State or a person authorised by him to go to court to obtain an order compelling the revision of defective accounts. The provisions of section 23 and Schedule 10 commenced by this Order are minor and consequential amendments relating to the provisions on defective accounts. The commencement of these various provisions is made subject to the transitional and saving provisions set out in Article 6. In short, the effect of these transitional and saving provisions is that certain of the provisions commenced by this Order are to apply with respect to accounts for financial years commencing on or after 23rd December 1989, and that section 245 of the Companies Act 1985 as originally enacted (which makes the laying or delivering of defective accounts an offence) is continued in force for certain purposes. The provisions of Part I of the 1989 Act already in force at the date of this Order are subject to transitional and saving provisions set out in the Companies Act 1989 (Commencement No. 4 and Transitional and Saving Provisions) Order 1990; that Order is amended by Article 8 of this order to reflect the provisions of this Order.

Article 4 of the Order commences, on 4th February 1991, sections 108 to 112 of the 1989 Act, which deal with a company’s capacity and related matters. Article 7 sets out transitional and saving provisions with respect to these sections, the effect of which is to clarify that they are to have no retrospective effect.

Article 4 of the Order also commences:

• (a) (on 7th January 1991) sections 125 and (in part) 127 of the 1989 Act; these sections insert new sections into the Companies Act 1985 which deal with the form in which documents are to be delivered to the registrar of companies and connected matters;

• (b) (on 7th January 1991) section 135 of the 1989 Act (orders imposing restrictions on shares);

• (c) (on 7th January 1991) paragraph 10 of Schedule 19 to the 1989 Act (removal of restriction on transfer of shares); and

• (d) (on 4th February 1991) paragraph 11 of Schedule 19 (protection of company’s members against unfair prejudice).

Article 5 of this Order commences (on 7th January 1991) certain repeals effected by Schedule 24 to, and section 212 of, the 1989 Act. They relate to the other provisions commenced by this Order or, in the case of the repeal of Schedule 15 to the Companies Act 1985, to provisions commenced by the Companies Act 1989 (Commencement No. 7 and Transitional and Saving Provisions) Order 1990.

Footnotes

[^f00001]: 1989 c. 40.

[^f00002]: 1985 c. 6.

[^f00003]: S.I. 1990/1707.

[^f00004]: 1978 c. 30.

[^f00005]: 1960 c. 58.

[^f00006]: S.I. 1990/355.