The Companies Act 2006 (Consequential Amendments etc) Order 2008

(15) (1) The provisions of sections 15A to 15E have effect in relation to bodies appointed under section 14 (supervision of accounts and reports of issuers of transferable securities). (2) In those sections— (a) “prescribed body” means a body appointed under that section; and (b) references to the functions of a prescribed body are to its functions under that section. (15A) (1) The Commissioners for Her Majesty's Revenue and Customs may disclose information to a prescribed body for the purposes of its functions. (2) This section applies despite any statutory or other restriction on the disclosure of information. Provided that, in the case of personal data within the meaning of the Data Protection Act 1998, information is not to be disclosed in contravention of that Act. (3) Information disclosed to a prescribed body under this section— (a) may only be used for the purposes of its functions, and (b) must not be further disclosed except to the person to whom the information relates. (4) A person who contravenes subsection (3) commits an offence unless— (a) the person did not know, and had no reason to suspect, that the information had been disclosed under this section, or (b) the person took all reasonable steps and exercised all due diligence to avoid the commission of the offence. (5) A person guilty of an offence under subsection (4) is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales or Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (ii) in Northern Ireland, to imprisonment for a term not exceeding three months, or to a fine not exceeding the statutory maximum (or both). (6) In subsection (5)(b)(i) as it applies in relation to England and Wales in the case of an offence committed before section 154(1) of the Criminal Justice Act 2003 comes into force, for “twelve months” substitute “ six months ”. (7) Sections 400, 401 and 403 of the Financial Services and Markets Act 2000 (supplementary provisions relating to offences) apply in relation to an offence under this section. (15B) (1) This section applies where it appears to a prescribed body that there is, or may be, a question whether the periodic accounts and reports produced by an issuer of transferable securities comply with any accounting requirements imposed by Part 6 rules. (2) The prescribed body may require any of the persons mentioned in subsection (3) to produce any document, or to provide any information or explanations, that the body may reasonably require for the purpose of its functions. (3) Those persons are— (a) the issuer; (b) any officer, employee, or auditor of the issuer; (c) any persons who fell within paragraph (b) at a time to which the document or information required by the prescribed body relates. (4) If a person fails to comply with such a requirement, the prescribed body may apply to the court. (5) If it appears to the court that the person has failed to comply with a requirement under subsection (2), it may order the person to take such steps as it directs for securing that the documents are produced or the information or explanations are provided. (6) A statement made by a person in response to a requirement under subsection (2) or an order under subsection (5) may not be used in evidence against him in any criminal proceedings. (7) Nothing in this section compels any person to disclose documents or information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings. (8) In this section— - “the court” means the High Court or the Court of Session; and - “document” includes information recorded in any form. (15C) (1) This section applies to information (in whatever form) obtained in pursuance of a requirement or order under section 15B (power of prescribed body to require documents etc) that relates to the private affairs of an individual or to any particular business. (2) No such information may, during the lifetime of that individual or so long as that business continues to be carried on, be disclosed without the consent of that individual or the person for the time being carrying on that business. (3) This does not apply— (a) to disclosure permitted by section 15D (permitted disclosure of information obtained under compulsory powers), or (b) to the disclosure of information that is or has been available to the public from another source. (4) A person who discloses information in contravention of this section commits an offence, unless— (a) the person did not know, and had no reason to suspect, that the information had been disclosed under section 15B, or (b) the person took all reasonable steps and exercised all due diligence to avoid the commission of the offence. (5) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales or Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (ii) in Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). (6) In subsection (5)(b)(i) as it applies in relation to England and Wales in the case of an offence committed before section 154(1) of the Criminal Justice Act 2003 comes into force, for “twelve months” substitute “ six months ”. (15D) (1) The prohibition in section 15C of the disclosure of information obtained in pursuance of a requirement or order under section 15B (power of prescribed body to require documents etc) that relates to the private affairs of an individual or to any particular business has effect subject to the following exceptions. (2) It does not apply to the disclosure of information for the purpose of facilitating the carrying out by the prescribed body of its functions. (3) It does not apply to disclosure to— (a) the Secretary of State, (b) the Department of Enterprise, Trade and Investment for Northern Ireland, (c) the Treasury, (d) the Bank of England, (e) the Financial Services Authority, or (f) the Commissioners for Her Majesty's Revenue and Customs. (4) It does not apply to disclosure— (a) for the purpose of assisting a body designated by an order under section 1252 of the Companies Act 2006 (delegation of functions of the Secretary of State) to exercise its functions under Part 42 of that Act (statutory auditors); (b) with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by an accountant or auditor of his professional duties; (c) for the purpose of enabling or assisting the Secretary of State or the Treasury to exercise any of their functions under any of the following— (i) the Companies Acts (as defined in section 2 of the Companies Act 2006), (ii) Part 5 of the Criminal Justice Act 1993 (insider dealing), (iii) the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989, (iv) the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002, (v) the Financial Services and Markets Act 2000; (d) for the purpose of enabling or assisting the Department of Enterprise, Trade and Investment for Northern Ireland to exercise any powers conferred on it by the enactments relating to companies, directors' disqualification or insolvency; (e) for the purpose of enabling or assisting the Bank of England to exercise its functions; (f) for the purpose of enabling or assisting the Commissioners for Her Majesty's Revenue and Customs to exercise their functions; (g) for the purpose of enabling or assisting the Financial Services Authority to exercise its functions under any of the following— (i) the legislation relating to friendly societies or to industrial and provident societies, (ii) the Building Societies Act 1986, (iii) Part 7 of the Companies Act 1989, (iv) the Financial Services and Markets Act 2000; or (h) in pursuance of any Community obligation. (5) It does not apply to disclosure to a body exercising functions of a public nature under legislation in any country or territory outside the United Kingdom that appear to the prescribed body to be similar to its functions for the purpose of enabling or assisting that body to exercise those functions. (6) In determining whether to disclose information to a body in accordance with subsection (5), the prescribed body must have regard to the following considerations— (a) whether the use which the other body is likely to make of the information is sufficiently important to justify making the disclosure; (b) whether the other body has adequate arrangements to prevent the information from being used or further disclosed other than— (i) for the purposes of carrying out the functions mentioned in that subsection, or (ii) for other purposes substantially similar to those for which information disclosed to the prescribed body could be used or further disclosed. (7) Nothing in this section authorises the making of a disclosure in contravention of the Data Protection Act 1998. (15E) (1) The Secretary of State may by order amend section 15D(3), (4) and (5). (2) An order under this section must not— (a) amend subsection (3) of that section (UK public authorities) by specifying a person unless the person exercises functions of a public nature (whether or not he exercises any other function); (b) amend subsection (4) of that section (purposes for which disclosure permitted) by adding or modifying a description of disclosure unless the purpose for which the disclosure is permitted is likely to facilitate the exercise of a function of a public nature; (c) amend subsection (5) of that section (overseas regulatory authorities) so as to have the effect of permitting disclosures to be made to a body other than one that exercises functions of a public nature in a country or territory outside the United Kingdom. (3) The power to make an order under this section is exercisable by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

233

In section 16(2)(c) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (grants to bodies concerned with accounting standards), for “the Companies Act 1985 or the 1986 Order” substitute “ the Companies Act 2006 ”.

234

• (1) Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (community interest companies) is amended as follows.

• (2) In section 34 (community interest company reports)—

• (a) in subsection (2) for the words from the beginning to “treated as” substitute “ Regulations must make provision ”;

• (b) in subsection (3)(c), omit “the 1985 Act, the 1986 Order or”.

• (3) In section 43(3) (auditor's rights to information), for “Sections 398A and 398B of the 1985 Act or Articles 397A and 397B of the 1986 Order” substitute “ Sections 499 to 501 of the Companies Act 2006 ”.

• (4) In section 45(3)(b) (appointment of director: statutory power to override restrictions in company's articles etc), omit “in general meeting”.

• (5) In section 53(a) (ceasing to be a community interest company), omit “or a Scottish charity”.

European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326)

235

• (1) The European Public Limited-Liability Company Regulations 2004 are amended as follows.

• (2) In regulation 3 (interpretation)—

• (a) in paragraph (1), at the appropriate place insert—

“the Companies Acts” has the meaning given by section 2 of the Companies Act 2006;

• (b) in paragraph (2), for the words from “listed in the index” to the end substitute “ defined for the purposes of the Companies Acts have the same meaning in these Regulations ”;

• (c) in paragraph (4), for “listed in the index of defined expressions referred to” substitute “ defined as mentioned ”.

• (3) In regulation 13(1) (documents sent to the registrar), for “the 1985 Act” substitute “ the Companies Acts ”.

• (4) In regulation 79(7) (shadow directors as members of supervisory organ), for “section 741(2) of the 1985 Act” substitute “ section 251 of the Companies Act 2006 ”.

• (5) In regulation 80 (particulars of members to be registered), in paragraph (5)(a) and (b) for “section 249AA(3) of the 1985 Act” substitute “ section 481 of the Companies Act 2006 ”.

• (6) In regulation 83 (accounting reference period and financial year of transferring SE)—

• (a) in paragraphs (1)(a) and (3), for “section 224 of the 1985 Act” substitute “ section 391 of the Companies Act 2006 ”;

• (b) in paragraph (1)(b), for “section 223 of the 1985 Act” substitute “ section 390 of the Companies Act 2006 ”.

• (7) In regulation 88(1) (effect of registration), for “the 1985 Act” substitute “ the Companies Acts ”.

• (8) In regulation 89 (records of a converting SE), for “the 1985 Act” substitute “ the Companies Acts ”.

• (9) In Schedule 4 (application of provisions of 1985 Act and Insolvency Act 1986)—

• (a) in the Schedule heading, for “the 1985 Act” substitute “ the Companies Acts ”;

• (b) in paragraph 9(a) and (b), for “section 117 of the 1985 Act” substitute “ section 761 of the Companies Act 2006 ”;

• (c) in paragraph 11, for “section 224(3A) of the 1985 Act” substitute “ section 391(4) of the Companies Act 2006 ”.

Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 335)

236

In regulation 2(3) of the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (interpretation), for “used in the 1986 Order have the same meaning as in the 1986 Order” substitute “ used in the Companies Acts (as defined in section 2 of the Companies Act 2006) have the same meaning as in the Companies Acts ”.

237

In regulation 13(5) of the Open-Ended Investment Companies Regulations (Northern Ireland) 2004, for “Article 257AA(5) of that Order” substitute “ section 1169(2) of the Companies Act 2006, other than a transaction to which subsection (3) of that section applies. ”.

238

In paragraph 11 of Schedule 5 to the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (auditors)—

• (a) in sub-paragraph (1), for “Article 398B of the 1986 Order” substitute “ section 494 of the Companies Act 2006 ”;

• (b) in sub-paragraph (2)—

• (i) for “Article 398B of the 1986 Order” substitute “ section 494 of the Companies Act 2006 ”;

• (ii) for “Article 398B(3)” substitute “ section 494(4) ”.

239

• (1) Schedule 6 to the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (mergers and divisions) is amended as follows.

• (2) In the opening words of paragraph 2—

• (a) for “Article 418 of the 1986 Order” substitute “ section 896 or 899 of the Companies Act 2006 ”, and

• (b) for “for an order sanctioning” substitute “ in respect of ”.

• (3) In the opening words of paragraph 3—

• (a) for “Article 418 of the 1986 Order” substitute “ section 896 or 899 of the Companies Act 2006 ”, and

• (b) for “for an order sanctioning” substitute “ in respect of ”.

• (4) For paragraph 5, substitute—

(5) An application made by virtue of paragraph 2 or 3 shall be treated as one to which Part 27 of the Companies Act 2006 applies (mergers and divisions of public companies), and the provisions of that Part and Part 26 of that Act have effect accordingly, subject to paragraph 6.

• (5) In paragraph 6—

• (a) in sub-paragraph (1), for “All the provisions of the 1986 Order” substitute “ The provisions of the Companies Act 2006 ”;

• (b) in sub-paragraph (2), for “a Case 1 Scheme, a Case 2 Scheme or a Case 3 Scheme” substitute “ a merger by absorption, a merger by formation of a new company or a division ”;

• (c) in sub-paragraph (3)—

• (i) omit paragraph (h);

• (ii) in paragraph (i), for “the 1986 Order” substitute “ the Companies Act 2006 ”.

European Public Limited-Liability Company Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 417)

240

• (1) The European Public Limited-Liability Company Regulations (Northern Ireland) 2004 are amended as follows.

• (2) In regulation 3 (interpretation)—

• (a) in paragraph (1), at the appropriate place insert—

“the Companies Acts” has the meaning given by section 2 of the Companies Act 2006;

• (b) in paragraph (2), for the words from “listed in the index” to the end substitute “ defined for the purposes of the Companies Acts have the same meaning in these Regulations ”;

• (c) in paragraph (4), for “listed in the index of defined expressions referred to” substitute “ defined as mentioned ”.

• (3) In regulation 13(1) (documents sent to the registrar), for “the 1986 Order” substitute “ the Companies Acts ”.

• (4) In regulation 77(6) (shadow directors as members of supervisory organ), for “Article 9(2) of the 1986 Order” substitute “ section 251 of the Companies Act 2006 ”.

• (5) In regulation 78 (particulars of members to be registered), in paragraph (4)(a) and (b) for “Article 257AA(4) of the 1986 Order” substitute “ section 481 of the Companies Act 2006 ”.

• (6) In regulation 81 (accounting reference period and financial year of transferring SE)—

• (a) in paragraphs (1)(a) and (3), for “Article 232 of the 1986 Order” substitute “ section 391 of the Companies Act 2006 ”;

• (b) in paragraph (1)(b), for “Article 231 of the 1986 Order” substitute “ section 390 of the Companies Act 2006 ”.

• (7) In regulation 86(1) (effect of registration), for “the 1986 Order” substitute “ the Companies Acts ”.

• (8) In regulation 87 (records of a converting SE), for “the 1986 Order” substitute “ the Companies Acts ”.

• (9) In Schedule 4 (application of provisions of 1986 Order and Insolvency (Northern Ireland) Order 1989)—

• (a) in the Schedule heading, for “the 1986 Order” substitute “ the Companies Acts ”;

• (b) in paragraph 9(a) and (b), for “Article 127 of the 1986 Order” substitute “ section 761 of the Companies Act 2006 ”;

• (c) in paragraph 11, for “Article 232(3A) of the 1986 Order” substitute “ section 391(4) of the Companies Act 2006 ”.

Charities and Trustee Investment (Scotland) Act 2005 (asp 10)

241

• (1) The Charities and Trustee Investment (Scotland) Act 2005 is amended as follows.

• (2) In section 46 (duty of auditors etc to report to OSCR), in subsection (1)—

• (a) in paragraph (a), for “Chapter 5 of Part 11 of the Companies Act 1985” substitute “ Chapter 2 of Part 16 of the Companies Act 2006 ”;

• (b) omit paragraph (b).

These amendments do not affect the obligations of persons appointed to audit or, as the case may be, report on accounts for financial years beginning before 6th April 2008.

• (3) In section 105 (meaning of “control” etc), in subsection (3)—

• (a) for “Part 1 of Schedule 13 to the Companies Act 1985” substitute “ Schedule 1 to the Companies Act 2006 ”;

• (b) for “section 346(4) (connected persons etc)” substitute “ section 254 (directors connected with body corporate) ”.

Community Interest Company Regulations 2005 (S.I. 2005/1788)

242

• (1) The Community Interest Company Regulations 2005 are amended as follows.

• (2) In regulation 2 (interpretation)—

• (a) at the appropriate place insert—

“the 2006 Act” means the Companies Act 2006;

• (b) in the definition of “distributable profits” omit the words from “and is to be interpreted” to “available for distribution”.

• (3) In regulation 26 (contents of community interest company report: general), omit paragraphs (1)(c) and (3).

• (4) For regulation 29 (application of provisions relating to the directors' report) substitute—

(29) The following provisions of the 2006 Act apply to the community interest company report as they apply to the directors' report— - section 419 (approval and signing); - sections 423 to 425, 430 to 433 and 436 (publication); - sections 437 and 438(public companies: laying before general meeting); - sections 441 to 448 and 451 to 453 (filing obligations); - section 454 (voluntary revision).

• (5) In Schedules 1, 2 and 3 (provisions prescribed for memorandum or articles of community interest company), in paragraph 3(5) (meaning of “financial year”), for “section 223 of the 1985 Act or Article 231 of the 1986 Order” substitute “ section 390 of the 2006 Act ”.

Government of Wales Act 2006 (c.32)

243

• (1) The Government of Wales Act 2006 is amended as follows.

• (2) In section 134(5) (accounts of subsidiaries of Welsh Ministers)—

• (a) in the definition of “undertaking”, for “section 259(1) of the Companies Act 1985” substitute “ section 1161(1) of the Companies Act 2006 ”;

• (b) in the definition of “parent undertaking”, for “section 258” substitute “ section 1162 ”.

• (3) In section 139(5) (accounts of subsidiaries of Assembly Commission)—

• (a) in the definition of “undertaking”, for “section 259(1) of the Companies Act 1985” substitute “ section 1161(1) of the Companies Act 2006 ”;

• (b) in the definition of “parent undertaking”, for “section 258” substitute “ section 1162 ”.

• (4) In section 141(6)(a) (whole of government accounts: accounting standards), for “section 256 of the Companies Act 1985” substitute “ section 464 of the Companies Act 2006 ”.

Companies Act 2006 (c.46)

244

In section 458 of the Companies Act 2006 (disclosure of information by tax authorities), after subsection (5) add—

(6) Where an offence under this section is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose— (a) any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and (b) if the body is a company, any shadow director is treated as an officer of the company.

245

In section 460 of the Companies Act 2006 (restrictions on disclosure of information obtained under compulsory powers), after subsection (5) add—

(6) Where an offence under this section is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose— (a) any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and (b) if the body is a company, any shadow director is treated as an officer of the company.

246

In section 461(4) of the Companies Act 2006 (permitted disclosure of information obtained under compulsory powers), in paragraph (a)—

• (a) for “section 46 of the Companies Act 1989” substitute “ section 1252 ”, and

• (b) for “Part 2 of that Act” substitute “ Part 42 ”.

247

In section 519 of the Companies Act 2006 (statement by auditor to be deposited with company), after subsection (7) add—

(8) Where an offence under this section is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose— (a) any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and (b) if the body is a company, any shadow director is treated as an officer of the company.

248

In section 521 of the Companies Act 2006 (copy of statement to be sent to registrar), after subsection (5) add—

(6) Where an offence under this section is committed by a body corporate, every officer of the body who is in default also commits the offence. For this purpose— (a) any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and (b) if the body is a company, any shadow director is treated as an officer of the company.

249

• (1) Section 896 of the Companies Act 2006 (arrangements and reconstructions: court order for holding of meeting) is amended as follows.

• (2) In subsection (2), for paragraph (c) (and the word “or” preceding it) substitute—

(c) if the company is being wound up, the liquidator, or (d) if the company is in administration, the administrator.

• (3) After that subsection add—

(3) Section 323 (representation of corporations at meetings) applies to a meeting of creditors under this section as to a meeting of the company (references to a member of the company being read as references to a creditor).

250

• (1) Section 899 of the Companies Act 2006 (arrangements and reconstructions: court sanction for compromise or arrangement) is amended as follows.

• (2) In subsection (2), for paragraph (c) (and the word “or” preceding it) substitute—

(c) if the company is being wound up, the liquidator, or (d) if the company is in administration, the administrator.

• (3) After subsection (4) add—

(5) Section 323 (representation of corporations at meetings) applies to a meeting of creditors under this section as to a meeting of the company (references to a member of the company being read as references to a creditor).

251

In section 938 of the Companies Act 2006 (mergers and divisions of public companies: court order for holding of meeting), after subsection (2) add—

(3) Section 323 (representation of corporations at meetings) applies to a meeting of creditors under this section as to a meeting of the company (references to a member being read as references to a creditor).

Water and Sewerage Services (Northern Ireland) Order 2006 (S.I. 2006/3336 (N.I. 21))

252

• (1) The Water and Sewerage Services (Northern Ireland) Order 2006 is amended as follows.

• (2) In Article 268(1) (interpretation), in the definition of “subsidiary undertaking”, for “Article 266 of the Companies Order” substitute “ section 1162 of the Companies Act 2006 ”.

• (3) In Article 275 (statutory reserves)—

• (a) in paragraph (2)(b), for “Article 271(1) of the Companies (Northern Ireland) Order 1986” substitute “ section 830(2) of the Companies Act 2006 ”;

• (b) in paragraph (3)—

• (i) for “Article 272(3)(d) of the Companies Order” substitute “ section 831(4)(d) of the Companies Act 2006 ”;

• (ii) for “that Article” substitute “ that section ”;

• (iii) for “Article 272(3)(c) of that Order” substitute “ section 831(4)(c) of that Act ”.

• (4) In Article 276 (accounts etc of successor company)—

• (a) for paragraph (1) substitute—

(1) The Department shall, as soon as practicable, lay before the Assembly a copy of the documents mentioned in paragraph (2) which are— (a) if the successor company is a private company, sent to members in accordance with section 423 of the Companies Act 2006, or (b) if the successor company is a public company, laid before the company in general meeting in accordance with section 437 of that Act, at a time when the company is wholly owned by the Crown.

• (b) in the closing words of paragraph (2), for “the Companies Order” substitute “ the Companies Act 2006 ”;

• (c) in paragraph (5), for “the Companies Order” substitute “ the Companies Acts (as defined in section 2 of the Companies Act 2006) ”.

SCHEDULE 2 — REPEALS AND REVOCATIONS COMING INTO FORCE ON 6TH APRIL 2008

Short title and chapter or title and number	Extent of repeal or revocation	Extent of repeal or revocation
The repeals in section 232 of and Schedules 6 and 9 to the Companies Act 1985, and Article 240(2) of and Schedules 6 and 9 to the Companies (Northern Ireland) Order 1986, have effect in relation to financial years ending on or after 6th April 2008. The repeal of section 15 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 extends to Northern Ireland only.
Companies Act 1985 (c.6)	In section 232(2), in the entry relating to Part 2 of Schedule 6, the words “and connected persons”.	In section 232(2), in the entry relating to Part 2 of Schedule 6, the words “and connected persons”.
	Section 742(2A).	Section 742(2A).
	Part 2 of Schedule 2.	Part 2 of Schedule 2.
	In Part 2 of Schedule 6— in paragraph 15(a) and (b), the words “, or was connected with such a director”; in paragraph 16(a) and (b), the words “or was connected with such a director”; in paragraph 17(1), the words “, or a person connected with such a director,”; in paragraph 19(b), the words “or was connected with a director of it”; in paragraph 22(2)(b), the words from “and, where that person” to the end; in paragraph 24(1), the words— “, or was connected with such a director,”; and “or any person connected with him,”; in paragraph 27(1), paragraph (d).	In Part 2 of Schedule 6— in paragraph 15(a) and (b), the words “, or was connected with such a director”; in paragraph 16(a) and (b), the words “or was connected with such a director”; in paragraph 17(1), the words “, or a person connected with such a director,”; in paragraph 19(b), the words “or was connected with a director of it”; in paragraph 22(2)(b), the words from “and, where that person” to the end; in paragraph 24(1), the words— “, or was connected with such a director,”; and “or any person connected with him,”; in paragraph 27(1), paragraph (d).
	In Part 4 of Schedule 9, in paragraph 3— in sub-paragraph (1)(a), the words “or who was connected with such a director”; sub-paragraphs (4) and (5).	In Part 4 of Schedule 9, in paragraph 3— in sub-paragraph (1)(a), the words “or who was connected with such a director”; sub-paragraphs (4) and (5).
Companies Consolidation (Consequential Provisions) Act 1985 (c.9)	In section 3(2), the words “(defined in section 118 of the principal Act)”.	In section 3(2), the words “(defined in section 118 of the principal Act)”.
Building Societies Act 1986 (c.53)	In the heading to section 77, the word “, qualifications”.	In the heading to section 77, the word “, qualifications”.
	In section 119(1), the definition of “subsidiary undertaking”.	In section 119(1), the definition of “subsidiary undertaking”.
	In Schedule 11— in the heading, the word “, qualifications”; paragraph 5.	In Schedule 11— in the heading, the word “, qualifications”; paragraph 5.
Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6))	Article 10(3).	Article 10(3).
	In Article 240(2), in the entry relating to Part 2 of Schedule 6, the words “and connected persons”.	In Article 240(2), in the entry relating to Part 2 of Schedule 6, the words “and connected persons”.
	Part 2 of Schedule 2.	Part 2 of Schedule 2.
	In Part 2 of Schedule 6— in paragraph 15(a) and (b), the words “, or was connected with such a director”; in paragraph 16(a) and (b), the words “or was connected with such a director”; in paragraph 17(1), the words “, or a person connected with such a director,”; in paragraph 19(b), the words “or was connected with a director of it”; in paragraph 22(2)(b), the words from “and, where that person” to the end; in paragraph 24(1), the words— “, or was connected with such a director,”; and “or any person connected with him,”; in paragraph 27(1), paragraph (d).	In Part 2 of Schedule 6— in paragraph 15(a) and (b), the words “, or was connected with such a director”; in paragraph 16(a) and (b), the words “or was connected with such a director”; in paragraph 17(1), the words “, or a person connected with such a director,”; in paragraph 19(b), the words “or was connected with a director of it”; in paragraph 22(2)(b), the words from “and, where that person” to the end; in paragraph 24(1), the words— “, or was connected with such a director,”; and “or any person connected with him,”; in paragraph 27(1), paragraph (d).
	In Part 4 of Schedule 9, in paragraph 3— in sub-paragraph (1)(a), the words “or who was connected with such a director”; sub-paragraphs (4) and (5).	In Part 4 of Schedule 9, in paragraph 3— in sub-paragraph (1)(a), the words “or who was connected with such a director”; sub-paragraphs (4) and (5).
Companies Act 1989 (c.40)	In section 135(2), the words “section 210(5), section 216(1) and (2)”.	In section 135(2), the words “section 210(5), section 216(1) and (2)”.
	In Schedule 10, paragraph 18(7).	In Schedule 10, paragraph 18(7).
Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10))	In Article 70(2), the words “Article 218(5), Article 224(1) and (2)”.	In Article 70(2), the words “Article 218(5), Article 224(1) and (2)”.
Trade Union and Labour Relations (Consolidation) Act 1992 (c.52)	In section 131(2), the words “Chapter V of Part XI of that Act or”.	In section 131(2), the words “Chapter V of Part XI of that Act or”.
Pension Schemes Act 1993 (c.48)	In Schedule 8, paragraph 16(b).	In Schedule 8, paragraph 16(b).
Bank of England Act 1998 (c.11)	Section 35.	Section 35.
Financial Services and Markets Act 2000 (c.8)	Section 112(7).	Section 112(7).
Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4))	In Article 2(2), the definition of “the Companies Orders”.	In Article 2(2), the definition of “the Companies Orders”.
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27)	Section 15.	Section 15.
	In section 34(3)(c), the words “the 1985 Act, the 1986 Order or”.	In section 34(3)(c), the words “the 1985 Act, the 1986 Order or”.
	In section 45(3)(b), the words “in general meeting”.	In section 45(3)(b), the words “in general meeting”.
	In section 53(a), the words “or a Scottish charity”.	In section 53(a), the words “or a Scottish charity”.
Community Interest Company Regulations 2005 (S.I. 2005/1788)	In regulation 26 (contents of community interest company report: general), omit paragraphs (1)(c) and (3).	In regulation 26 (contents of community interest company report: general), omit paragraphs (1)(c) and (3).
Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093 (C. 49))	In Schedule 4, paragraph 4.	In Schedule 4, paragraph 4.
Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194 (C. 84))	In Schedule 4, paragraphs 1(9) and 17(9).	In Schedule 4, paragraphs 1(9) and 17(9).

SCHEDULE 3 — AMENDMENTS COMING INTO FORCE ON 1ST OCTOBER 2008

Companies Act 1985 (c.6)

1

In section 172 of the Companies Act 1985 (availability of profits for private company to redeem or purchase shares out of capital), in subsection (5)(a), omit “or 155”.

2

In section 705(4) of the Companies Act 1985 (companies' registered numbers), for “the requirement of section 351(1)(a)” substitute “ any requirement imposed by regulations made under section 82 of the Companies Act 2006 ”.

Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6))

3

In Article 182 of the Companies (Northern Ireland) Order 1986 (availability of profits for private company to redeem or purchase shares out of capital), in paragraph (5)(a), omit “or 165”.

4

In Article 654 of the Companies (Northern Ireland) Order 1986 (companies' registered numbers), in paragraph (4), for “the requirement of Article 359(1)(a)” substitute “ any requirement imposed by regulations made under section 82 of the Companies Act 2006 ”.

Charities (Northern Ireland) Order 1987 (S.I. 1987/2048 (N.I. 19))

5

For Article 9B of the Charities (Northern Ireland) Order 1987 (status to appear on correspondence etc) substitute—

(9B) (1) Where a company is a charity and its name does not include the word “charity” or “charitable”, the fact that the company is a charity must be stated (in English) in legible characters— (a) in every location, and in every description of document or communication, in which it is required by regulations under section 82 of the Companies Act 2006 to state its registered name; and (b) in all conveyances purporting to be executed by the company. (2) In paragraph (1)(b) “conveyance” means any instrument creating, transferring, varying or extinguishing an interest in land. (9BA) (1) This Article applies to any legal proceedings brought by a company to which Article 9B applies to enforce a right arising out of a contract or conveyance in connection with which there was a failure to comply with that Article. (2) The proceedings shall be dismissed if the defendant to the proceedings shows— (a) that he has a claim against the claimant arising out of the contract or conveyance that he has been unable to pursue by reason of the latter's failure to comply with Article 9B, or (b) that he has suffered some financial loss in connection with the contract or conveyance by reason of the claimant's failure to comply with that Article, unless the court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue. (3) This Article does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person. (9BB) (1) Where a company fails, without reasonable excuse, to comply with Article 9B, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (2) For this purpose a shadow director of the company is treated as an officer of the company if the failure is to comply with Article 9B(1)(a) and that person would be treated as an officer of the company for the purposes of the corresponding requirement of regulations under section 82 of the Companies Act 2006. (3) A person guilty of such an offence is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (4) Expressions used in this Article have the same meaning as in section 84 of the Companies Act 2006 (criminal consequences of failure to disclose company's registered name).

Companies Act 1989 (c.40)

6

In section 112 of the Companies Act 1989 (charitable companies: Scotland), for subsection (8) substitute—

(8) If a company fails to comply with subsection (6) it commits an offence. (9) An officer of a company, or a person acting on its behalf, who— (a) issues or authorises the issue of any business letter of the company, or any notice or other official publication of the company, in which the statement required by subsection (6) does not appear, or (b) issues or authorises the issue of any bill, invoice, receipt or letter of credit in which the statement required by subsection (6) does not appear, commits an offence. (10) An officer of a company, or a person acting on its behalf, who signs or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque or order for money or goods in which the statement required by subsection (6) does not appear— (a) commits an offence, and (b) is personally liable to the holder of the bill of exchange, promissory note, endorsement, cheque or order for money or goods for the amount of it (unless it is duly paid by the company). (11) A person guilty of an offence under subsection (8), (9) or (10) is liable on summary conviction to a fine not exceeding level 3 on the standard scale.

Charities Act 1993 (c.10)

7

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Agriculture Act 1993 (c.37)

13

In section 57 of the Agriculture Act 1993 (power of British Wool Marketing Board to grant relief), for “section 727 of the Companies Act 1985 and Article 675 of the Companies (Northern Ireland) Order 1986” substitute “ section 1157 of the Companies Act 2006 ”.

Commonwealth Development Corporation Act 1999 (c.20)

14

In paragraph 15(2) of Schedule 2 to the Commonwealth Development Corporation Act 1999 (application of provisions of company law: purposes for which Secretary of State or Treasury not to be treated as shadow director)—

• (a) for sub-paragraph (c) substitute—

(c) Chapter 3 of Part 10 of the Companies Act 2006 (declaration of interest in existing transaction or arrangement),

• (b) in sub-paragraph (d) for “the Companies Act 2006” substitute “ that Act ”.

Postal Services Act 2000 (c.26)

15

In section 80(2) of the Postal Services Act 2000 (shadow directors)—

• (a) for sub-paragraph (c) substitute—

(c) Chapter 3 of Part 10 of the Companies Act 2006 (declaration of interest in existing transaction or arrangement),

• (b) in sub-paragraph (d) for “the Companies Act 2006” substitute “ that Act ”.

Transport Act 2000 (c.38)

16

In section 56(5) of the Transport Act 2000 (shadow directors)—

• (a) for sub-paragraph (c) substitute—

(c) Chapter 3 of Part 10 of the Companies Act 2006 (declaration of interest in existing transaction or arrangement),

• (b) in sub-paragraph (d) for “the Companies Act 2006” substitute “ that Act ”.

SCHEDULE 4 — REPEALS AND REVOCATIONS COMING INTO FORCE ON 1st OCTOBER 2008

Short title and chapter or title and number	Extent of repeal or revocation
Companies Act 1985 (c.6)	In section 172(5)(a), the words “or 155”.
Charities Act 1993 (c.10)	Section 67.
Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6))	In Article 182(5)(a), the words “or 165”.

Signed

Gareth Thomas — Parliamentary Under Secretary of State for Trade and Consumer Affairs, — 2008-04-01

Explanatory note

(This note is not part of the Order)

Footnotes