The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008

• (1) Sections 863 and 882 of the Companies Act 2006 (charge in series of debentures) apply where the first debenture of the series is executed on or after 1st October 2009.

• (2) The corresponding provisions of the 1985 Act or the 1986 Order continue to apply where the first debenture of the series is executed before that date.

85

• (1) Section 868 of the Companies Act 2006 (Northern Ireland: registration of certain charges etc affecting land) applies where the date of registration of the charge in the Land Registry is on or after 1st October 2009.

• (2) Article 408 of the 1986 Order continues to apply where the date of registration of the charge in the Land Registry is before that date.

86

• (1) Section 871 of the Companies Act 2006 (notice to registrar of appointment of receiver or manager etc) applies where the order or appointment is made, or the receiver or manager ceases to act, on or after 1st October 2009.

• (2) Section 405 of the 1985 Act or Article 413 of the 1986 Order continues to apply where the order or appointment is made, or the receiver or manager ceases to act, before that date.

87

• (1) Sections 872 and 887 of the Companies Act 2006 (entries of satisfaction and release) apply to statements delivered to the registrar on or after 1st October 2009.

• (2) Section 403 or 419 of the 1985 Act or Article 411 of the 1986 Order continues to apply where the relevant statutory declaration, statement or application and statutory declaration or statement is received by the registrar before that date.

Property of dissolved company (ss. 1012 to 1023)

88

• (1) Sections 1012 to 1023 of the Companies Act 2006 (property of dissolved company) apply in relation to the property of a company dissolved on or after 1st October 2009.

• (2) The corresponding provisions of the 1985 Act or 1986 Order continue to apply in relation to the property of a company dissolved before that date.

Saving for applications to court made before 1st October 2009

89

The repeal of—

• (a) section 651 of the 1985 Act or Article 602 of the 1986 Order (power of court to declare dissolution of company void), or

• (b) section 653 of the 1985 Act or Article 604 of the 1986 Order (objection to striking off by person aggrieved),

does not affect an application made under that section or Article before 1st October 2009.

Application to court for restoration to the register (ss. 1029 to 1032)

90

Sections 1029 to 1032 of the Companies Act 2006 (restoration to register by the court) apply whether the company was dissolved or struck off the register before, on or after 1st October 2009.

91

• (1) The following provisions apply where the company was dissolved or struck off the register before 1st October 2009.

• (2) In section 1029 (application to court for restoration to register), the references in subsection (1) to enactments under which a company may have been dissolved or struck off include corresponding earlier enactments (and for this purpose sections 1000 and 1003 of that Act are regarded as corresponding to sections 652 and 652A of the 1985 Act and Articles 603 and 603A of the 1986 Order).

• (3) No application under section 1029 may be made if an application in respect of the same dissolution or striking off has been made under section 653 of the 1985 Act or Article 604 of the 1986 Order (objection to striking off by person aggrieved), and has not been withdrawn.

• (4) Section 1030(4) (general time limit of six years) does not enable an application to be made in respect of a company dissolved before 1st October 2007, subject to sub-paragraphs (5) and (6).

• (5) If the company was struck off under section 652 or 652A of the 1985 Act or Article 603 or 603A of the 1986 Order, section 1030(4) does not prevent an application being made at any time before—

• (a) 1st October 2015 (that is, six years after commencement), or

• (b) the expiration of the period of 20 years from publication in the Gazette of notice under the relevant section or Article,

whichever occurs first.

• (6) Section 1030(5) (extension of period for application where application for administrative restoration refused) applies in relation to the time limit under sub-paragraph (5) above as in relation to the time limit in section 1030(4).

Effect of restoration to the register where property has vested as bona vacantia (s. 1034)

92

• (1) Section 1034 of the Companies Act 2006 (effect of restoration to the register where property has vested as bona vacantia) applies whenever the company was dissolved.

• (2) The following provisions apply where the company was dissolved before 1st October 2009.

• (3) The reference in section 1034(1) to section 1012 (property of dissolved company to be bona vacantia) shall be read as a reference to section 654 of the 1985 Act or Article 605 of the 1986 Order (or corresponding earlier provisions).

• (4) No deduction is to be made under section 1034(3) (deduction of reasonable costs of Crown representative from amount payable to company) from consideration realised before 1st October 2009.

Registration of companies not formed under companies legislation (ss. 1040 to 1042)

93

• (1) The provisions of Chapter 1 of Part 33 of the Companies Act 2006 (registration of companies not formed under companies legislation) apply to applications for registration received by the registrar on or after 1st October 2009.

• (2) Any application for registration under those provisions received by the registrar before that date shall not be entertained.

• (3) The provisions of Chapter 2 of Part 22 of the 1985 Act or Chapter 2 of Part 22 of the 1986 Order continue to apply to an application for registration if—

• (a) it is received by the registrar, and

• (b) the requirements as to registration are met in relation to it,

before 1st October 2009.

• (4) Any application for registration under that Act or Order in relation to which the requirements as to registration are not met before that date shall be treated as withdrawn.

• (5) On an application to which sub-paragraph (1) above applies a resolution agreed to, or other thing done, before 1st October 2009 may be relied on for the purpose of meeting the requirements of the Companies Act 2006.

• (6) For the purposes of section 1297(3) of the Companies Act 2006 (continuity of the law) as it applies to treat the registration of a company under Chapter 2 of Part 22 of the 1985 Act or Chapter 2 of Part 22 of the 1986 Order as if done under the corresponding provision of the Companies Act 2006, the registration of a company on an application to which sub-paragraph (3) above applies is to be regarded as in force and effective immediately before the commencement of Chapter 1 of Part 33 of the Companies Act 2006.

Fees payable to registrar (s. 1063)

94

Any regulations under section 708 of the 1985 Act or Article 657 of the 1986 Order (fees payable to registrar) that are in force immediately before 1st October 2009 have effect on or after that date as if made under section 1063 of the Companies Act 2006.

Certificates of incorporation (ss. 1064 and 1065)

95

Section 1064 of the Companies Act 2006 (public notice of issue of certificate of incorporation) applies—

• (a) to certificates of incorporation issued under that Act, and

• (b) to certificates of incorporation issued under the 1985 Act or 1986 Order on or after 1st October 2009.

96

Section 1065 of the Companies Act 2006 (right to be provided with copy of certificate of incorporation) applies to certificates of incorporation whenever issued.

Delivery of documents to the registrar (ss. 1068 to 1076)

97

• (1) Sections 1068 and 1069 of the Companies Act 2006 (registrar’s requirements as to form, authentication and manner of delivery and power to require delivery by electronic means) apply to documents delivered to the registrar on or after 1st October 2009, except those delivered under saved provisions of the 1985 Act or 1986 Order.

• (2) The provisions of the 1985 Act or 1986 Order continue to apply to documents delivered under that Act or Order (before, on or after that date).

• (3) Any provision requiring documents to be delivered under the Companies Act 2006 in accordance with the formal requirements applicable under the 1985 Act or 1986 Order does not apply to documents delivered on or after 1st October 2009.

98

Section 1070 of the Companies Act 2006 (agreement for delivery by electronic means) applies to documents delivered to the registrar on or after 1st October 2009.

99

• (1) Section 1071 of the Companies Act 2006 (document not delivered until received) applies in relation to the delivery of a document to the registrar on or after 1st October 2009, except those delivered under saved provisions of the 1985 Act or 1986 Order.

• (2) The provisions of the 1985 Act or 1986 Order continue to apply to documents delivered under that Act or Order (before, on or after that date).

100

• (1) Sections 1072 to 1074 of the Companies Act 2006 (requirements for proper delivery) apply to documents delivered to the registrar on or after 1st October 2009, except those delivered under saved provisions of the 1985 Act or 1986 Order.

• (2) The provisions of the 1985 Act or 1986 Order (and the registrar’s former practice with respect to the requirements for proper delivery and documents containing unnecessary material) continue to apply to documents delivered under that Act or Order (before, on or after that date).

101

• (1) Section 1075 of the Companies Act 2006 (informal correction of document) applies to all documents delivered to the registrar on or after 1st October 2009, except those delivered under saved provisions of the 1985 Act or 1986 Order.

• (2) The provisions of the 1985 Act or 1986 Order (and the registrar’s former practice with respect to documents requiring correction) continue to apply to documents delivered under that Act or Order (before, on or after that date).

102

Section 1076 of the Companies Act 2006 (replacement of document not meeting requirements for proper delivery) applies to documents to which sections 1072 to 1074 of that Act apply.

Documents subject to Directive disclosure requirements (s. 1078)

103

• (1) This paragraph has effect in relation to section 1078 of the Companies Act 2006 (documents subject to the Directive disclosure requirements) and the adaptations of that section made by paragraph 5 of Schedule 1 to the Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006¹⁵.

• (2) Documents subject to the Directive disclosure requirements by virtue of any such adaptation remain subject to the Directive disclosure requirements notwithstanding that the adaptation has ceased to have effect.

• (3) The adaptations continue to have effect in relation to documents delivered to the registrar on or after 1st October 2009 in pursuance of saved provisions of the 1985 Act or 1986 Order.

Effect of failure to give public notice (s. 1079)

104

Section 1079 of the Companies Act 2006 (effect of failure to give public notice) continues to have effect as adapted by paragraph 6 of Schedule 1 to the Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006 in relation to any amendment before 1st October 2009 of a company’s memorandum.

Annotation of the register (s. 1081)

105

• (1) Section 1081 of the Companies Act 2006 (annotation of the register) applies in relation to documents delivered to and certificates issued by the registrar on or after 1st October 2009, the content of such documents and certificates and material derived from them, subject to sub-paragraph (2)(b) below.

• (2) The provisions of the 1985 Act or 1986 Order (and the registrar’s former practice with respect to annotation of the register) continue to apply in relation to—

• (a) documents delivered to and certificates issued by the registrar before 1st October 2009, the content of such documents and certificates and material derived from them, and

• (b) documents delivered to and certificates issued by the registrar under the 1985 Act or 1986 Order on or after that date by virtue of a transitional provision or saving, the content of such documents and certificates and material derived from them.

Registrar’s notice to resolve inconsistency on the register (s. 1093)

106

• (1) Section 1093 of the Companies Act 2006 (registrar’s notice to resolve inconsistency on the register) applies, subject to sub-paragraph (2)(b) below, where—

• (a) a document is delivered to the registrar on or after 1st October 2009, and

• (b) it appears to the registrar that the information contained in the document is inconsistent with other information on the register.

• (2) The provisions of the 1985 Act or 1986 Order (and the registrar’s former practice with respect to inconsistencies on the register) continue to apply in relation to documents—

• (a) delivered to the registrar before 1st October 2009, or

• (b) delivered to the registrar under the 1985 Act or 1986 Order on or after that date by virtue of a transitional provision or saving.

Removal of material from the register (ss. 1094 to 1098)

107

• (1) Sections 1094 to 1098 of the Companies Act 2006 (removal of material from the register) apply in relation to documents delivered to and certificates issued by the registrar on or after 1st October 2009, the content of such documents and certificates and material derived from them, subject to sub-paragraph (2)(b) below.

• (2) The provisions of the 1985 Act or 1986 Order (and the registrar’s former practice with respect to removal of material from the register) continue to apply in relation to—

• (a) documents delivered to and certificates issued by the registrar before 1st October 2009, the content of such documents and certificates and material derived from them, and

• (b) documents delivered to and certificates issued by the registrar under the 1985 Act or 1986 Order on or after that date by virtue of a transitional provision or saving, the content of such documents and certificates and material derived from them.

Language requirements: transliteration (ss. 1108 to 1110)

108

Sections 1108 to 1110 of the Companies Act 2006 (transliteration of names and addresses) apply in relation to all documents delivered to the registrar on or after 1st October 2009.

General false statement offence (s. 1112)

109

Section 1112 of the Companies Act 2006 (general false statement offence) applies to documents delivered, and statements made, on or after 1st October 2009 otherwise than for the purposes of a saved provision of the 1985 Act or 1986 Order.

Resolution to alter company’s objects agreed to before 1st October 2009

110

• (1) The repeal of sections 4 to 6 of the 1985 Act or Articles 15 to 17 of the 1986 Order (resolution to alter company’s objects: procedure for objecting to alteration) does not affect the application of those provisions in relation to a resolution agreed to before 1st October 2009.

• (2) Where an application is made under section 5 of the 1985 Act or Article 16 of the 1986 Order (application to court for cancellation of alteration) and on or after 1st October 2009—

• (a) the alteration is confirmed (either wholly or in part) by the court, or

• (b) the court by order alters the company’s memorandum under section 5(5) or Article 16(5) (alteration in consequence of provision for purchase by company of shares of members of the company),

the alteration has effect, in accordance with section 28 of the Companies Act 2006 (provisions of memorandum treated as provisions of articles), as an alteration of the company’s articles of association.

Provision and authentication by registrar of documents sent by electronic means

111

• (1) The repeal of section 710A of the 1985 Act or Article 659A of the 1986 Order (provision and authentication by registrar of documents in non-legible form) does not affect the application of those provisions on or after 1st October 2009 in relation to saved provisions of that Act or Order.

• (2) Section 1115(2) of the Companies Act 2006 (authentication in manner specified by registrar’s rules) does not apply to a document in relation to which section 710A(2) of the 1985 Act or Article 659A(2) of the 1986 Order applies.

Notice of appointment of certain officers (ss. 1154 and 1155)

112

Sections 1154 and 1155 of the Companies Act 2006 (duty to notify registrar of certain appointments etc) apply in relation to appointments made on or after 1st October 2009.

Amendment of memorandum or articles of commonhold association (s. 1283)

113

Section 1283 of the Companies Act 2006 (amendment of memorandum or articles of commonhold association) applies to amendments made on or after 1st October 2009.

Extension of provisions to Northern Ireland (s. 1284)

114

• (1) The extension to Northern Ireland by section 1284 of the Companies Act 2006 of Parts 14 and 15 of the 1985 Act (company investigations) has effect to enable the exercise of the powers conferred by those Parts in relation to companies registered in Northern Ireland, and otherwise in relation to Northern Ireland, on and after 1st October 2009.

• (2) Parts 15 and 16 of the 1986 Order, and any other provision of that Order having effect for the purposes of Part 15, continue to apply (subject to sub-paragraph (3) below)—

• (a) in relation to inspectors appointed under Part 15 before 1st October 2009 and matters arising in connection with or in consequence of any such appointment or any report of inspectors so appointed;

• (b) in relation to any exercise before 1st October 2009 of any power of the Department of Enterprise, Trade and Investment in Northern Ireland not within paragraph (a), and matters arising in connection with or in consequence of any such exercise.

• (3) A direction in force immediately before 1st October 2009 under Article 438(1A) or 449(1A) of the 1986 Order (direction limiting or relaxing restrictions on shares) shall continue in force and have effect on and after that date as if made under the corresponding provision of Part 14 of the 1985 Act, and the provisions of Part 15 of that Act shall apply accordingly.

Saving for provisions as to form or manner in which documents to be delivered

115

• (1) Any saving in this Schedule for the effect of a provision of the 1985 Act or 1986 Order requiring use of a prescribed form extends to the form and the power under which it is prescribed.

• (2) Any saving in this Schedule for the effect of a provision of the 1985 Act or 1986 Order requiring a document to be delivered to the registrar extends to section 707B of the 1985 Act or Article 656B of the 1986 Order (delivery to the registrar using electronic communications) so far as relating to the provision in question and the delivery of documents under it.

Savings for provisions relating to offences

116

• (1) The repeal of any provision of the 1985 Act or 1986 Order creating an offence does not affect the continued operation of that provision in relation to an offence committed before 1st October 2009.

• (2) Any saving in this Schedule for the effect of a provision of the 1985 Act or 1986 Order that creates an offence extends to the entry relating to that provision in Schedule 24 to that Act or Schedule 23 to that Order (punishment of offences).

• (3) References in this paragraph to provisions of the 1985 Act or 1986 Order include provisions of regulations or orders made under that Act or Order.

Signed

Ian Pearson — Economic and Business Minister, — Department for Business, Enterprise and Regulatory Reform — 5th November 2008

Explanatory note

(This note is not part of the Order)

EXPLANATORY NOTE

This is the eighth Commencement Order made under the Companies Act 2006 (c.46) (“the Act”). Part 47 and certain provisions in Parts 43, 44 and 46 of the Act came into force on the passing of the Act.

Article 3 brings into force on 1st October 2009 provisions about—

• a company’s formation and constitution

• the capacity of a company, powers of directors to bind it and formalities of doing business under the law of England and Wales, Northern Ireland or Scotland

• a company’s name, including change of name and similarity to other names

• a company’s registered office

• re-registration as a means of altering a company’s status

• a company’s members

• directors, including the register of directors and protecting directors’ residential addresses from disclosure

• the register of secretaries

• a company’s share capital

• the acquisition by a limited company of its own shares

• a company’s annual return

• company charges

• dissolution of a company and restoration to the register

• UK companies not formed under companies legislation

• overseas companies

• the registrar of companies

• offences under the Act and other companies legislation

• company records

• service addresses

• disqualification of foreign directors

• business names

• the extension of the Act and certain other legislation to Northern Ireland.

Once the provisions of the Act which will be brought into force by this Order on 1st October 2009 are in force, all the provisions of the Act will be in force other than sections 327(2)(c) and 330(6)(c) and Part 2 of Schedule 9.

Article 4 and Schedule 1 bring some of the repeals in the Act into force.

Article 5 and Schedule 2 make transitional provisions and savings.

Article 6 revokes all the transitional adaptations that were made to the Act by earlier Commencement Orders. These were required when not all the provisions in the Act were in force but are not now needed.

Article 7 makes transitional provisions relating to the prosecution of offences.

Article 8 ensures that the operation of the continuity of the law provision in section 1297 of the Act is not affected by the other provisions of the Order, except where that is the intention.

Footnotes