The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009
- (a) in paragraph 2 (general application of companies winding up provisions), for the words from “registered under the Companies Act 1985” to the end substitute “ registered under the Companies Act 2006 in England and Wales or Scotland or (as the case may be) in Northern Ireland. ”;
- (b) in paragraph 57 (property of dissolved society)—
- (i) for sub-paragraph (1) substitute—
(1) Sections 1012 to 1023 and 1034 of the Companies Act 2006 (property of dissolved company) apply in relation to the property of a dissolved building society (whether dissolved under section 87 or following its winding up) as they apply in relation to the property of a dissolved company.
- (c) for sub-paragraphs (3) and (4) substitute—
(3) Any reference in those sections to restoration to the register shall be read as a reference to the effect of an order under section 91 of this Act.
- (12) In Schedule 15A (application of other companies insolvency legislation)—
- (a) in paragraph 1(1) for the words from “registered under the Companies Act 1985” to the end substitute “ registered under the Companies Act 2006 in England and Wales or Scotland or (as the case may be) in Northern Ireland. ”;
- (b) in paragraph 16(3)—
- (i) for “the Companies Act 1985” substitute “ the Companies Acts ”;
- (ii) for “the memorandum or articles of association” substitute “ the company's articles ”;
- (c) in paragraph 38(3) , for “the memorandum or articles of association” substitute “ the company's articles ”.
Landlord and Tenant Act 1987 (c. 31)
88
In section 20(1) of the Landlord and Tenant Act 1987 (interpretation of Part 1), in the definition of “associated company” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
Criminal Justice Act 1987 (c. 38)
89
In section 3(6)(a) of the Criminal Justice Act 1987 (disclosure of information), omit “or Part XV of the Companies (Northern Ireland) Order 1986”.
Criminal Justice (Scotland) Act 1987 (c. 41)
90
In section 54(5)(a) of the Criminal Justice (Scotland) Act 1987 (disclosure of information), omit “or Part XV of the Companies (Northern Ireland) Order 1986”.
Channel Tunnel Act 1987 (c. 53)
91
In section 11(11)(e) of the Channel Tunnel Act 1987 (regulation of the Tunnel System: meaning of “British company”), for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.
Charities (Northern Ireland) Order 1987 (S.I. 1987/2048 (N.I. 19))
92
- (1) The Charities (Northern Ireland) Order 1987 is amended as follows.
- (2) In Article 2(2) (interpretation)—
- (a) for the definition of “company” substitute—
“company” means a company registered under the Companies Act 2006 in Northern Ireland;
- (b) omit the definition of “the Companies Order”.
- (3) In Article 9 (charitable companies: alteration of objects clause)—
- (a) in the heading, omit“clause”;
- (b) for paragraphs (2) and (3) substitute—
(2) Where a charity is a company, an amendment of its articles so as to add, remove or alter a statement of the company's objects is ineffective without the prior written consent of the Department. (2A) Where a company that has made an amendment of its articles in accordance with paragraph (2) is required— (a) by section 26 of the Companies Act 2006 to send to the registrar of companies a copy of its articles as amended, (b) by section 30 of that Act to forward to the registrar a copy of the special resolution effecting the alteration, or (c) by section 31 of that Act to give notice to the registrar of the amendment, the copy or notice must be accompanied by a copy of the Commission's consent. (2B) If more than one of those provisions applies and they are complied with at different times, the company need not send a further copy of the Commission's consent if a copy was sent on an earlier occasion. (3) Section 30(2) to (4) of that Act (offence of failing to comply with section 30) apply in relation to a failure to comply with paragraph (2A) above as in relation to a failure to comply with that section.
- (4) Omit Article 9A (charitable companies: invalidity of certain transactions).
Local Government Act 1988 (c. 9)
93
In section 17(8) of the Local Government Act 1988 (local and other public authority contracts: exclusion of non-commercial considerations), in the definition of “associated body” for “the Companies Act 1985” substitute “ the Companies Acts (see section 1159 of the Companies Act 2006) ”.
Public Utility Transfers and Water Charges Act 1988 (c. 15)
94
In section 1(5) of the Public Utility Transfers and Water Charges Act 1988 (powers exercisable for purposes of proposals for privatisation: meaning of companies in the same group), for “the Companies Act 1985” substitute “ the Companies Acts (see section 1159 of the Companies Act 2006) ”.
British Steel Act 1988 (c. 35)
95
In section 15(1) of the British Steel Act 1988 (interpretation), in the definition of “subsidiary” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
Education Reform Act 1988 (c. 40)
96
- (1) The Education Reform Act 1988 is amended as follows.
- (2) In section 129(5) (designation of institutions: definition of successor company)—
- (a) in paragraph (a) for “the Companies Act 1985” substitute “ the Companies Act 2006 ”, and
- (b) in paragraph (d) for “memorandum and articles of association” substitute “ articles of association ”.
- (3) In section 129B (designated institutions conducted by companies), in subsections (3)(a) and (4) for “memorandum or articles of association” substitute “ articles of association ”.
- (4) In section 156 (government and conduct of certain further and higher education institutions)—
- (a) in subsection (3)(a)(i) and (b), for “memorandum or articles of association” substitute “ articles of association ”;
- (b) in subsection (5) for “memorandum and articles of association” substitute “ articles of association ”.
- (5) In section 192(8) (references to charity not to include company), for “within the meaning of the Companies Act 1985” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.
Housing (Scotland) Act 1988 (c. 43)
97
In section 2(2) of the Housing (Scotland) Act 1988 (powers of Scottish Ministers in connection with housing functions), in paragraph (o) (formation of companies) for “within the meaning of the Companies Act 1985” substitute “ under the Companies Act 2006 ”.
Copyright, Designs and Patents Act 1988 (c. 48)
98
In the Copyright, Designs and Patents Act 1988—
- (a) in section 116(4) (copyright licensing: groups of companies), and
- (b) in paragraph 1(4) of Schedule 2A (licensing of performer's property rights: groups of companies),
for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
Health and Medicines Act 1988 (c. 49)
99
In section 7(7B) and (7D) of the Health and Medicines Act 1988 (powers of Secretary of State for financing the Health Service: activities in connection with companies), for “within the meaning of the Companies Act 1985” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.
Housing Act 1988 (c. 50)
100
In Schedule 9 to the Housing Act 1988 (orders vesting land in housing action trusts), in paragraph 2(2) (meaning of “wholly-owned subsidiary”) for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
Water Act 1989 (c. 15)
101
- (1) The Water Act 1989 is amended as follows.
- (2) In section 83 (initial government holding), in subsection (5)(b) (shares to be treated as fully paid up) for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.
- (3) In section 189(1) (general interpretation), in the definition of “holding company” for “the Companies Act 1985” substitute “ the Companies Acts (see section 1159 of the Companies Act 2006) ”.
Electricity Act 1989 (c. 29)
102
- (1) The Electricity Act 1989 is amended as follows.
- (2) In section 42C(10) (information about directors' remuneration: interpretation), for the definition of “company” substitute—
“company” means a company (as defined in section 1(1) of the Companies Act 2006) that— 1. is limited by shares, and 2. has its registered office in Great Britain.
- (3) In section 71 (initial government holding in successor companies), in subsection (4)(b) (shares to be treated as fully paid up) for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.
- (4) In section 75(3) (statutory reserves of successor companies)—
- (a) for “section 264(3)(d) of the Companies Act 1985” substitute “ section 831(4)(d) of the Companies Act 2006 ”, and
- (b) for “section 264(3)(c)” substitute “ section 831(4)(c) ”.
- (5) In section 77(3) (temporary restrictions on borrowing etc: interpretation), in the definition of “subsidiary” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
Companies Act 1989 (c. 40)
103
- (1) The Companies Act 1989 is amended as follows.
- (2) In section 112 (Scottish charitable companies)—
- (a) in subsection (1)(a), for “a company formed and registered under the Companies Act 1985, or to which the provisions of that Act apply as they apply to such a company” substitute “ a company registered under the Companies Act 2006 ”;
- (b) in subsection (3), for “Sections 35 and 35A of the Companies Act 1985 (capacity of company not limited by its memorandum; power of directors to bind company)” substitute “ Sections 39 and 40 of the Companies Act 2006 (company's capacity and power of directors to bind company) ”;
- (c) in subsections (3)(b), (4) and (5)(a) for “memorandum” substitute “ constitution ”.
- (3) In section 213(2) (extension of provisions to Northern Ireland) omit “the Companies Act 1985 or”, “section 745(1) of the Companies Act 1985 or” and “, as the case may be”.
Local Government and Housing Act 1989 (c. 42)
104
- (1) Part 5 of the Local Government and Housing Act 1989 (companies in which local authorities have interests) is amended as follows.
- (2) In section 67(2) (application of, and orders under, the Part), for “Chapter I of Part I of the Companies Act 1985 or the corresponding enactment for the time being in force in Northern Ireland” substitute “ the Companies Acts (see section 1174 of, and Schedule 8 to, the Companies Act 2006) ”.
- (3) In section 68 (companies controlled by local authorities and arm's length companies)—
- (a) in subsection (1), for paragraph (a) substitute—
(a) the company is at that time a subsidiary (as defined in section 1159 of the Companies Act 2006) of the local authority; or
- (b) in subsection (4), for the words from the beginning to “in relation to subsection (3)” substitute “ Paragraph 3 of Schedule 6 to the Companies Act 2006 (right to appoint or remove a majority of a company's board of directors) and the following paragraphs of that Schedule as they have effect in relation to paragraph 3 ”.
Limitation (Northern Ireland) Order 1989 (S.I. 1989/1339 (N.I. 11))
105
- (1) The Limitation (Northern Ireland) Order 1989 is amended as follows.
- (2) In Article 4(d) (time limit: actions founded on contract etc), omit sub-paragraph (ii).
- (3) In Article 15 (time limit: actions founded on instruments under seal etc), omit paragraph (c).
Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19))
106
- (1) Part 1 of the Insolvency (Northern Ireland) Order 1989 (introductory provisions) is amended as follows.
- (2) In Article 2(2) (general interpretation: definitions)—
- (a) before the definition of “business” insert—
“body corporate” includes a body incorporated outside Northern Ireland, but does not include— 1. a corporation sole, or 2. a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed;
- (b) omit the definition of “the Companies Order”;
- (c) after the definition of “EEA state” insert—
“employees' share scheme” means a scheme for encouraging or facilitating the holding of shares in or debentures of a company by or for the benefit of— 1. the bona fide employees or former employees of— 1. the company, 2. any subsidiary of the company, or 3. the company's holding company or any subsidiary of the company's holding company, or 2. the spouses, civil partners, surviving spouses, surviving civil partners, or minor children or step-children of such employees or former employees;
- (d) omit the definition of “office copy”.
- (3) After Article 2(2) insert—
(2A) The following expressions have the same meaning in this Order as in the Companies Acts— - “articles”, in relation to a company (see section 18 of the Companies Act 2006); - “debenture” (see section 738 of that Act); - “holding company” (see sections 1159 and 1160 of, and Schedule 6 to, that Act); - “the Joint Stock Companies Acts” (see section 1171 of that Act); - “overseas company” (see section 1044 of that Act); - “paid up” (see section 583 of that Act); - “private company” and “public company” (see section 4 of that Act); - “share” (see section 540 of that Act); - “subsidiary” (see sections 1159 and 1160 of, and Schedule 6 to, that Act).
- (4) In Article 3(4) (meaning of “act as insolvency practitioner”), for the definition of “company” substitute—
“company” means— 1. a company registered under the Companies Act 2006 in Northern Ireland, or 2. a company that may be wound up under Part 6 of this Order (unregistered companies).
- (5) In Article 4(5)(b) (meaning of “associate”), omit“(within the meaning of the Companies Order)”.
- (6) In Article 5 (interpretation for Parts 2 to 7)—
- (a) in paragraph (1), at the appropriate places insert—
“agent” does not include a person's counsel acting as such;
“books and papers” and “books or papers” includes accounts, deeds, writing and documents;
“document” includes summons, notice, order and other legal process, and registers;
“officer”, in relation to a body corporate, includes a director, manager or secretary;
- (b) in that paragraph, for the definition of “the registrar” substitute—
“the registrar” means the registrar of companies for Northern Ireland;
- (c) omit paragraph (2).
- (7) In the heading preceding Article 12, omit“and the Companies Order”.
- (8) In Article 12 (meaning of “receiver or manager”), omit“or the Companies Order”.
- (9) In Article 13 (meaning of “contributory”)—
- (a) in paragraph (1), omit“and the Companies Order”;
- (b) omit paragraph (4).
107
- (1) Part 2 of the Insolvency (Northern Ireland) Order 1989 (company voluntary arrangements) is amended as follows.
- (2) In Article 14(4) (meaning of “company”), for sub-paragraph (a) substitute—
(a) a company registered under the Companies Act 2006 in Northern Ireland;
- (3) In Article 20A (prosecution of delinquent officers of company)—
- (a) in paragraph (3), for “Article 424 or 425 of the Companies Order” substitute “ section 431 or 432 of the Companies Act 1985 ”;
- (b) in paragraph (4), for “the Companies Order” substitute “ the Companies Acts ”.
- (4) In Schedule A1 (moratorium where directors propose voluntary arrangement)—
- (a) in paragraph 3 (qualifying conditions for moratorium)—
- (i) in sub-paragraph (2)(b) , for “that Order” substitute “ that Act ”;
- (ii) after sub-paragraph (5) insert—
(6) Expressions used in this paragraph that are defined expressions in Part 15 of the Companies Act 2006 (accounts and reports) have the same meaning in this paragraph as in that Part.
- (b) in paragraphs 31(8) and 44(2) for “an office copy” substitute “ a copy ”.
108
In Part 3 of the Insolvency (Northern Ireland) Order 1989 (administration), in paragraph 1(1A) of Schedule B1 (meaning of “company”), for paragraph (a) substitute—
(a) a company registered under the Companies Act 2006 in Northern Ireland,
109
- (1) Part 3 of the Insolvency (Northern Ireland) Order 1989 (administration) as it has effect by virtue of—
- (a) Article 4 of the Insolvency (Northern Ireland) Order 2005 (special administration regimes), or
- (b) paragraph 2(3) or (4) of the Insolvency (2005 Order) (Transitional Provisions and Savings) Order (Northern Ireland) 2006,
(that is, without the amendments made by the Insolvency (Northern Ireland) Order 2005) is amended as follows.
- (2) In Article 27(4) (general powers), for “the memorandum or articles of association” substitute “ the company's articles ”.
- (3) In Articles 28(7), 30(4), 33(2), 36(6) and 39(6) (which impose duties to send a copy of a court order to the registrar of companies), for “an office copy” substitute “ a copy ”.
110
- (1) Part 4 of the Insolvency (Northern Ireland) Order 1989 (receivership) is amended as follows.
- (2) At the beginning of the Part, under the heading “General provisions” insert—
(39A) In this Part “company” means a company registered under the Companies Act 2006 in Northern Ireland.
- (3) In Article 53(5) (power to dispose of charged property), for “An office copy” substitute “ A copy ”.
111
- (1) Part 5 of the Insolvency (Northern Ireland) Order 1989 (winding up of registered companies) is amended as follows.
- (2) In the Part heading for “the Companies Orders” substitute “ the Companies Act 2006 ”.
- (3) For Article 60 (alternative modes of winding up), and the heading preceding it, substitute—
(60) (1) This Part applies to the winding up of a company registered under the Companies Act 2006 in Northern Ireland. (2) The winding up may be either— (a) voluntary (see Chapters 2 to 5), or (b) by the High Court (see Chapter 6). (3) This Chapter and Chapters 7 to 10 relate to winding up generally, except where otherwise stated.
- (4) In Article 61(2) (liability as contributories of present and past members)—
- (a) in sub-paragraph (c), omit“in pursuance of the Companies Order and this Order”;
- (b) in sub-paragraph (e), for “the Companies Order” substitute “ the Companies Acts ”.
- (5) Omit Article 62 (directors with unlimited liability).
- (6) Article 63 (liability of past directors and shareholders) is amended as follows—
- (a) in paragraph (1)(a) for the words from “Chapter VII” to “own shares)” substitute “ Chapter 5 of Part 18 of the Companies Act 2006 (acquisition by limited company of its own shares: redemption or purchase by private company out of capital) ”;
- (b) in paragraph (2)(b) for “Article 183(3) of the Companies Order” substitute “ section 714(1) to (3) of the Companies Act 2006 ”;
- (c) in paragraph (5) for “Articles 61 and 62 do not apply” substitute “ Article 61 does not apply ”;
- (d) omit paragraph (6).
- (7) In Article 64 (limited company formerly unlimited)—
- (a) in paragraph (1) for the words from “re-registered” to the end substitute “ re-registered as a limited company. ”;
- (b) in paragraph (3) omit“under the Companies Order and this Order”.
- (8) In Article 65(1) (unlimited company formerly limited), omit the words from “under Article 59” to the end.
- (9) In Article 69 (companies registered under Companies Order, Part 22, Chapter 2)—
- (a) for the heading substitute “ Companies registered but not formed under the Companies Act 2006 ”;
- (b) in paragraph (1) for the words from “has been registered” to the end substitute “ is registered but not formed under the Companies Act 2006. ”.
- (10) In Article 70 (resolutions for voluntary winding up), the paragraph (3) substituted for paragraph (2) by paragraph 58(3) of Schedule 4 to the Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 is renumbered (2).
- (11) In Article 96(1)(a) (acceptance of shares etc as consideration for sale of company property), for “a company within the meaning of the Companies Order” substitute “ a company registered under the Companies Act 2006 ”.
- (12) In Article 98(3) (reference of questions to High Court: duty to send copy of order to registrar of companies), for “An office copy” substitute “ A copy ”.
- (13) In Article 102(c) (grounds for winding up: old public company), for “Article 3 of the Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986” substitute “ Schedule 3 to the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 ”.
- (14) In Article 104 (application for winding up), omit paragraph (4).
- (15) In Article 104A(1)(a) (petition for winding up on grounds of public interest: report made or information obtained under company investigation provisions), for “Part XV of the Companies Order” substitute “ Part 14 of the Companies Act 1985 ”.
- (16) In Article 106(2) (power to stay or restrain proceedings against company), for the words from “a company registered” to “previous corresponding legislation” substitute “ a company registered but not formed under the Companies Act 2006 ”.
- (17) In Article 110 (consequences of winding up order)—
- (a) in paragraph (1) for “an office copy” substitute “ a copy ”;
- (b) in paragraph (3) for “registered under Article 629 of the Companies Order” substitute “ registered but not formed under the Companies Act 2006 ”.
- (18) In Article 125(3) (power to stay winding up order: duty to send copy of order to registrar of companies), for “An office copy” substitute “ A copy ”.
- (19) In Articles 126(1) and 127(1) (provisions as to powers of the court), omit“in pursuance of the Companies Order or this Order”.
- (20) In Article 136 (powers of court to be cumulative), for the words from “by this Order” to “on the High Court” substitute “ on the High Court by this Order ”.
- (21) In Article 137(1) (delegation of powers to liquidator), omit“by the Companies Order and this Order”.
- (22) In Article 158(2)(c) (power to make over assets to employees) for “memorandum or articles” substitute “ articles ”.
- (23) In Article 164(3) (meeting to ascertain wishes of creditors or contributories), omit“by the Companies Order or the company's articles”.
- (24) In Article 166(4) (power to defer date of dissolution: duty to send copy of order to registrar of companies), for “an office copy” substitute “ a copy ”.
- (25) In Article 176 (summary remedy against delinquent directors etc), omit paragraph (6).
- (26) In Article 178 (wrongful trading: definitions), for paragraph (7) substitute—
(7) In this Article “director” includes a shadow director.
- (27) In Article 179 (proceedings under Articles 177 and 178), omit paragraph (6).
- (28) In Article 180 (restriction on re-use of company names), for paragraph (8) substitute—
(8) In this Article “company” includes a company which may be wound up under Part 6 (unregistered companies).
- (29) In Article 181 (personal liability for debts following contravention of Article 180), for paragraph (6) substitute—
(6) In this Article “company” has the same meaning as in Article 180.
- (30) In Article 182(4) (prosecution of delinquent officers and members of company), for “Article 424 or 425 of the Companies Order” substitute “ section 431 or 432 of the Companies Act 1985 ”.
- (31) In Article 183(1) (obligations arising under Article 182), for “the Companies Order” substitute “ the Companies Act 1985 ”.
112
- (1) Part 6 of the Insolvency (Northern Ireland) Order 1989 (winding up of unregistered companies) is amended as follows.
- (2) For Article 184 (meaning of “unregistered company”) substitute—
(184) For the purposes of this Part “unregistered company” includes any association and any company, with the following exceptions— (a) a railway company incorporated by a statutory provision; (b) a company registered under the Companies Act 2006 in any part of the United Kingdom.
- (3) In Article 185(1) (winding up of unregistered companies) omit“and the Companies Order”.
- (4) In Article 190 (contributories in winding up of unregistered company), omit paragraph (3) (which is unnecessary).
- (5) In Article 193 (provisions of Part 6 to be cumulative)—
- (a) in paragraph (1) for “companies formed and registered under the Companies Order” substitute “ companies registered under the Companies Act 2006 in Northern Ireland ”;
- (b) omit paragraph (2).
113
In Part 13 of the Insolvency (Northern Ireland) Order 1989 (public administration), in Article 359(2)(a) (company insolvency rules), for “the Companies Order” substitute “ the Companies (Northern Ireland) Order 1986 ”.
114
- (1) Part 14 of the Insolvency (Northern Ireland) Order 1989 (miscellaneous provisions) is amended as follows.
- (2) In Schedule 7 (punishment of offences under the Order), in the entries relating to Articles 28(8), 30(5), 53(6) and 166(4) and paragraph 31(9) of Schedule A1 , for “office copy” substitute “ copy ”.
- (3) In Schedule 8 (transitional provisions and savings), for “the Companies Order” (wherever occurring) substitute “ the Companies (Northern Ireland) Order 1986 ”.
115
In Part 15 of the Insolvency (Northern Ireland) Order 1989 (supplementary provisions), after Article 385 insert—
(386) (1) This Article applies where a company has made default in complying with any obligation under this Order— (a) to deliver a document to the registrar, or (b) to give notice to the registrar of any matter. (2) The registrar, or any member or creditor of the company, may give notice to the company requiring it to comply with the obligation. (3) If the company fails to make good the default within 14 days after service of the notice, the registrar, or any member or creditor of the company, may apply to the High Court for an order directing the company, and any specified officer of it, to make good the default within a specified time. (4) The High Court's order may provide that all costs of or incidental to the application are to be borne by the company or by any officers of it responsible for the default. (5) This Article does not affect the operation of any enactment imposing penalties on a company or its officers in respect of any such default. (387) The provisions of this Order requiring documents to be forwarded or delivered to, or filed with, the registrar apply in relation to an overseas company that is required to register particulars under section 1046 of the Companies Act 2006 as they apply in relation to a company registered under that Act in Northern Ireland.
Planning (Hazardous Substances) Act 1990 (c. 10)
116
In section 39(3) of the Planning (Hazardous Substances) Act 1990 (interpretation: bodies corporate treated as one person), in paragraph (a) for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
Enterprise and New Towns (Scotland) Act 1990 (c. 35)
117
- (1) The Enterprise and New Towns (Scotland) Act 1990 is amended as follows.
- (2) In section 4(2) (functions of Scottish Enterprise to be carried on through company or partnership), for “within the meaning of the Companies Act 1985” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.
- (3) In section 8(1) (powers of Scottish Enterprise and Highlands and Islands Enterprise), in paragraph (l) (formation and promotion of companies) for “(within the meaning of the Companies Act 1985)” substitute “ under the Companies Act 2006 ”.
- (4) In section 36(1) (interpretation), in the definition of “subsidiary” and “wholly-owned subsidiary” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
Courts and Legal Services Act 1990 (c. 41)
118
In section 105(6) of the Courts and Legal Services Act 1990 (tying-in arrangements: meaning of “group of companies”), for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
Broadcasting Act 1990 (c. 42)
119
- (1) The Broadcasting Act 1990 is amended as follows.
- (2) In section 135 (initial government holding in nominated company), in subsection (4)(b) (shares to be treated as fully paid up), for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.
- (3) In section 141(1) (interpretation of Part 4), in the definition of “subsidiary” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
- (4) In Schedule 2 (restrictions on holding of licences), in paragraph 1(1), in the definition of “equity share capital” for “the Companies Act 1985” substitute “ the Companies Acts (see section 548 of the Companies Act 2006) ”.
Environmental Protection Act 1990 (c. 43)
120
In section 30(5) of the Environmental Protection Act 1990 (meaning of “waste disposal contractor”), in the closing words—
- (a) for “has the same meaning as in the Companies Act 1985” substitute “ means a company as defined in section 1(1) of the Companies Act 2006 ”, and
- (b) for “alteration of the company's objects” substitute “ alteration of the company's articles so as to add, remove or alter a statement of the company's objects ”.
Natural Heritage (Scotland) Act 1991 (c. 28)
121
In section 2(1) of the Natural Heritage (Scotland) Act 1991 (powers of Scottish Natural Heritage), in paragraph (e) (formation and promotion of companies) for “(within the meaning of the Companies Act 1985)” substitute “ under the Companies Act 2006 ”.
Atomic Weapons Establishment Act 1991 (c. 46)
122
In section 1(4) of the Atomic Weapons Establishment Act 1991 (arrangements for the carrying on of certain activities), for the definition of “company” and “formed” substitute—
“company” means a company as defined in section 1(1) of the Companies Act 2006 and “formed”, in relation to a company, includes the alteration of the company's articles so as to add, remove or alter a statement of the company's objects;
Child Support Act 1991 (c. 48)
123
In section 44(2A)(c) of the Child Support Act 1991 (jurisdiction over non-resident parents employed by UK companies), for “registered under the Companies Act 1985 in England and Wales or in Scotland, or under the Companies (Northern Ireland) Order 1986” substitute “ registered under the Companies Act 2006 ”.
Ports Act 1991 (c. 52)
124
- (1) The Ports Act 1991 is amended as follows.
- (2) In section 1(2) (power of port authorities to form companies for purposes of transfer of certain statutory port undertakings), for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.
- (3) In section 3(4)(b) (initial issue of securities in successor company: securities to be treated as fully paid up), for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.
- (4) In section 9(2) and (6)(b) (schemes made by relevant port authority), for “memorandum and articles” substitute “ articles ”.
- (5) In section 12(7)(b) (schemes made by the Secretary of State), for “memorandum and articles” substitute “ articles ”.
- (6) In section 21(2) (power of Port of London Authority to form company for certain purposes), for “registered under the Companies Act 1985” substitute “ registered under the Companies Act 2006 ”.
- (7) In section 22(3) and (6) (transfer to company of relevant property, etc, of the Port Authority), for “memorandum and articles” substitute “ articles ”.
- (8) In section 40(1) (general interpretation)—
- (a) in the definition of “equity share capital” for “section 744 of the Companies Act 1985” substitute “ section 548 of the Companies Act 2006 ”;
- (b) in the definition of “subsidiary” and “wholly-owned subsidiary” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
Agricultural Holdings (Scotland) Act 1991 (c. 55)
125
In section 76 of the Agricultural Holdings (Scotland) Act 1991 (power of land improvement companies to advance money), for “incorporated under the Companies Act 1985 or under the former Companies Acts within the meaning of that Act” substitute “ formed and registered under the Companies Act 2006 ”.
Water Industry Act 1991 (c. 56)
126
- (1) The Water Industry Act 1991 is amended as follows.
- (2) In section 155(6) (undertaker's powers in relation to land: compulsory purchase), for “memorandum and articles” substitute “ articles ”.
- (3) In section 219(1) (general interpretation), for the definition of “limited company” substitute—
“limited company” means a company (as defined in section 1(1) of the Companies Act 2006) that— (a) is registered in England and Wales or Scotland, and (b) is limited by shares.
- (4) In Part 1 of Schedule 3 (special administration orders: modifications of the Insolvency Act 1986), in paragraph 4(b) for “memorandum or articles of association” substitute “ articles of association ”.
Statutory Water Companies Act 1991 (c. 58)
127
- (1) The Statutory Water Companies Act 1991 is amended as follows.
- (2) In section 9(3) (arrangements and reconstructions: meaning of “company”), for “within the meaning of the 1985 Act” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.
- (3) In section 10(1) (power to appoint officers as directors)—
- (a) for “a memorandum and articles” substitute “ articles ”, and
- (b) for “such memorandum and articles” substitute “ such articles ”.
- (4) In section 11 (registration of statutory water companies)—
- (a) in the heading, for “the Companies Act 1985” substitute “ the Companies Act 2006 ”;
- (b) in subsection (1), for “Chapter II of Part XXII of the 1985 Act” substitute “ Chapter 1 of Part 33 of the Companies Act 2006 ”;
- (c) for subsection (2), substitute—
(2) It is hereby declared that nothing in that Chapter (or regulations made under it), or in the Water Act 1989, the Water Industry Act 1991 or this Act, is to be construed as requiring a statutory water company registered under section 1040 of the Companies Act 2006 to be treated for any purpose as if it had been a different person in law before its registration.
- (5) In section 12 (adoption of memorandum and articles)—
- (a) in the heading, for “memorandum and articles” substitute “ articles of association ”;
- (b) in subsection (1)—
- (i) in paragraph (a)(i) for the words “having effect in accordance with paragraph 5 of Schedule 21 to the 1985 Act (enactments to have effect as if contained in memorandum and articles)” substitute “ having effect in accordance with regulations made under section 1042 of the Companies Act 2006 as if contained in the company's articles ”;
- (ii) in paragraphs (b) and (c) for “a memorandum and articles” substitute “ articles of association ”;
- (iii) in the closing words for “memorandum and articles” substitute “ articles ”;
- (c) in subsection (2)(b)(ii) for “memorandum and articles” substitute “ articles ”;
- (d) in subsection (5)—
- (i) in paragraphs (a), (b) and (c) for “memorandum and articles”, wherever occurring, substitute “ articles ”;
- (ii) in paragraph (b) for “section 14 and the other provisions of the 1985 Act” substitute “ section 33 and the other provisions of the Companies Act 2006 ”;
- (e) for subsection (6) substitute—
(6) Subsections (3) and (4) of section 26 of the Companies Act 2006 (penalty for default in delivering copy of articles to registrar) apply in relation to the obligation imposed by subsection (5)(c) above as in relation to the obligation imposed by subsection (1) of that section.
- (f) in subsection (8) in the definition of “registrar of companies” for “has the same meaning as in the 1985 Act” substitute “ means the registrar of companies for England and Wales ”.
- (6) In section 13 (review by High Court of resolution substituting memorandum and articles)—
- (a) in the heading for “memorandum and articles” substitute “ articles of association ”;
- (b) in subsection (1) for “a memorandum and articles” substitute “ articles of association ”;
- (c) in subsection (3)(b)(ii) for “section 681 of the 1985 Act (procedural requirements for registration)” substitute “ the procedural requirements for registration laid down by regulations under section 1042 of the Companies Act 2006 ”;
- (d) in subsection (4)(a) and (d) for “memorandum and articles” substitute “ articles ”;
- (e) in subsection (5) for “a memorandum and articles” substitute “ articles of association ”;
- (f) omit subsection (6);
- (g) in subsection (7) for “the 1985 Act” substitute “ the Companies Acts (see section 738 of the Companies Act 2006) ”.
- (7) In section 15 (general interpretation)—
- (a) in subsection (1), omit the definitions of “the 1985 Act” and “memorandum and articles”;
- (b) in subsection (2), for “certificate under section 688 of the 1985 Act” substitute “ certificate of registration under Chapter 1 of Part 33 of the Companies Act 2006 or corresponding earlier provision ”.
Child Support (Northern Ireland) Order 1991 (S.I. 1991/2628 (N.I. 23))
128
In Article 41(2A)(c) of the Child Support (Northern Ireland) Order 1991 (jurisdiction), for “registered under the Companies (Northern Ireland) Order 1986 or under the Companies Act 1985 in England and Wales or in Scotland” substitute “ registered under the Companies Act 2006 ”.
Social Security Administration Act 1992 (c. 5)
129
In section 115B(9) of the Social Security Administration Act 1992 (civil penalties: interpretation)—
- (a) in paragraph (a) of the definition of “director”, for “within the meaning of the Companies Act 1985” substitute “ as defined in section 1(1) of the Companies Act 2006 ”;
- (b) in the definition of “subsidiary” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
Social Security Administration (Northern Ireland) Act 1992 (c. 8)
130
- (1) Section 109B(9) of the Social Security Administration (Northern Ireland) Act 1992 (penalty as alternative to prosecution: colluding employers etc) is amended as follows.
- (2) In paragraph (a) of the definition of “director”, for “(within the meaning of the Companies (Northern Ireland) Order 1986)” substitute “ (as defined in section 1(1) of the Companies Act 2006) ”.
- (3) In the definition of “subsidiary”, for “Article 4 of the Companies (Northern Ireland) Order 1986” substitute “ section 1159 of the Companies Act 2006 ”.
Further and Higher Education Act 1992 (c. 13)
131
In section 31 of the Further and Higher Education Act 1992 (designated institutions conducted by companies) in subsections (3)(a) and (4) for “memorandum or articles of association” substitute “ articles of association ”.
Further and Higher Education (Scotland) Act 1992 (c. 37)
132
In section 12(2) of the Further and Higher Education (Scotland) Act 1992 (powers of college board of management), in paragraph (i) (formation and promotion of companies) for “(within the meaning of the Companies Act 1985)” substitute “ under the Companies Act 2006 ”.
Friendly Societies Act 1992 (c. 40)
133
- (1) The Friendly Societies Act 1992 is amended as follows.
- (2) In section 66(11) (inspections and special meetings: meaning of “the corresponding Companies Act limit”), omit “or Article 424(4) of the Companies (Northern Ireland) Order 1986”.
- (3) In section 75 (auditors' rights to information etc), for subsection (6) substitute—
(6) Where a subsidiary of a friendly society is a company (as defined in section 1(1) of the Companies Act 2006), the subsidiary and its auditors must give to the auditors of the friendly society such information and explanations as they may reasonably require for the purposes of their duties as auditors of the society.
- (4) In section 86(1) (transfer of engagements), for paragraph (c) substitute—
(c) to a company registered under the Companies Act 2006;
- (5) In section 91 (conversion of friendly society into company)—
- (a) in subsection (1), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 ”;
- (b) for subsection (4) substitute—
(4) Where— (a) a special resolution of the society contains the particulars required by subsection (1) of section 8 of the Companies Act 2006 to be contained in the memorandum of association of a company, and (b) a copy of the resolution has been registered by the Authority, a copy of that resolution under the seal and stamp of the Authority has the same effect as a memorandum of association duly authenticated as required by subsection (2) of that section.
- (6) In section 106(4) (officers and auditors not to be exempted from liability)—
- (a) for “Section 727 of the Companies Act 1985 or Article 675 of the Companies (Northern Ireland) Order 1986” substitute “ Section 1157 of the Companies Act 2006 ”; and
- (b) omit “each of”.
- (7) In Schedule 10 (application of companies winding up legislation to incorporated friendly societies)—
- (a) in paragraph 2 for “the Companies Act 1985 or (as the case may be) the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 ”;
- (b) in paragraph 68—
- (i) for sub-paragraph (1) substitute—
(1) Sections 1012 to 1023 and 1034 of the Companies Act 2006 (property of dissolved company) apply in relation to the property of a dissolved incorporated friendly society (whether dissolved under section 20 or following its winding up) as they apply in relation to the property of a dissolved company.
- (ii) for sub-paragraphs (3) and (4) substitute—
(3) Any reference in those sections to restoration to the register shall be read as a reference to the effect of an order under section 25 of this Act.
Trade Union and Labour Relations (Consolidation) Act 1992 (c. 52)
134
- (1) The Trade Union and Labour Relations (Consolidation) Act 1992 is amended as follows.
- (2) In section 10(3)(a) (quasi-corporate status of trade unions: prohibition of registration under Companies Act), for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.
- (3) In section 117 (special register bodies)—
- (a) in subsection (1) for “registered under the Companies Act 1985” substitute “ registered under the Companies Act 2006 ”;
- (b) in subsection (3)(a)(ii) for “the Companies Act 1985” substitute “ the Companies Act 2006 ”;
- (c) in subsection (4) —
- (i) for “the Companies Act 1985” substitute “ the Companies Act 2006 ”, and
- (ii) for “Chapter V of Part XI of that Act or Chapter 2 of Part 16 of the Companies Act 2006” substitute “ Chapter 2 of Part 16 of that Act ”.
- (4) In section 131(2) (employers' associations: application of provisions relating to auditors)—
- (a) for “the Companies Act 1985” substitute “ the Companies Act 2006 ”, and
- (b) for “the Companies Act 2006” substitute “ that Act ”.
Electricity (Northern Ireland) Order 1992 (S.I. 1992/231 (N.I. 1))
135
- (1) The Electricity (Northern Ireland) Order 1992 is amended as follows.
- (2) In Article 73(4)(b) (initial government holding: shares of successor company to be treated as if fully paid up in cash), for “the Companies (Northern Ireland) Order 1986” substitute “ the Companies Acts (as defined in section 2(1) of the Companies Act 2006) ”.
- (3) In Article 79(3) (temporary restrictions on borrowing), in the definition of “subsidiary”, for “Article 4 of the Companies (Northern Ireland) Order 1986” substitute “ section 1159 of the Companies Act 2006 ”.
- (4) In paragraph 1(1) of Schedule 11 (pensions: interpretation), in the definition of “wholly-owned subsidiary” for “the Companies (Northern Ireland) Order 1986” substitute “ the Companies Acts (see section 1159 of the Companies Act 2006) ”.
Industrial Relations (Northern Ireland) Order 1992 (S.I. 1992/807 (N.I. 5))
136
- (1) The Industrial Relations (Northern Ireland) Order 1992 is amended as follows.
- (2) In Article 2(2) (interpretation), omit the definition of “the Companies Order”.
- (3) In Article 3(3) (definition and status of trade union)—
- (a) for “the Companies Order” substitute “ the Companies Act 2006 ”;
- (b) for “that Order” substitute “ that Act ”.
- (4) In Article 7(4) (property of trade unions etc), for “section 770 of the Companies Act 2006 or Article 368 of the Companies Order” substitute “ section 126 or 770 of the Companies Act 2006 ”.
- (5) In Article 11(9) (duties as to annual returns, auditors and members' superannuation schemes)—
- (a) for “within the meaning of the Companies Order” substitute “ (as defined in section 1(1) of the Companies Act 2006) ”;
- (b) in paragraph (b) , omit“Chapter V of Part XII of that Order or”.
Local Government (Miscellaneous Provisions) (Northern Ireland) Order 1992 (S.I. 1992/810 (N.I. 6))
137
In Article 18 of the Local Government (Miscellaneous Provisions) (Northern Ireland) Order 1992 (interpretation)—
- (a) in the definition of “associated body”, omit“(within the meaning of the Companies (Northern Ireland) Order 1986),”;
- (b) at the appropriate place insert—
“holding company” and “subsidiary” have the same meaning as in the Companies Acts (see section 1159 of the Companies Act 2006);
Housing (Northern Ireland) Order 1992 (S.I. 1992/1725 (N.I. 15))
138
- (1) The Housing (Northern Ireland) Order 1992 is amended as follows.
- (2) In Article 3 (housing associations: interpretation), for the definition of “company” substitute—
“company” means a company registered under the Companies Act 2006;
- (3) In Article 23(9)(c) and (11) (inquiries into affairs of registered housing associations), for “the Companies (Northern Ireland) Order 1986” substitute “ the Companies Acts (see section 1159 of the Companies Act 2006) ”.
- (4) In Article 27 (winding up of registered housing associations), for “section 64(a)” substitute “ section 64(1)(a) ”.
- (5) In Article 28(1) (transfer of net assets on winding up), for “paragraph (a) or (b)” substitute “ subsection (1)(a) or (b) ”.
- (6) In Article 29 (restrictions on exercise of certain powers of registered housing associations)—
- (a) in paragraph (3) for “the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 ”;
- (b) for paragraph (4) substitute—
(4) If, in pursuance of section 64(1)(a) of the 1969 Act, a registered housing association resolves by special resolution that it be wound up voluntarily under the Insolvency (Northern Ireland) Order 1989, the resolution has no effect unless— (a) before the resolution was passed the Department gave its consent to its passing, and (b) a copy of the consent is forwarded to the registrar together with a copy of the resolution required to be so forwarded in accordance with section 64(3) of the 1969 Act.
- (c) in paragraph (5), for “section 64(b)” substitute “ section 64(1)(b) ”.
Charities Act 1993 (c. 10)
139
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Leasehold Reform, Housing and Urban Development Act 1993 (c. 28)
140
- (1) The Leasehold Reform, Housing and Urban Development Act 1993 is amended as follows.
- (2) In section 4A (constitution of RTE company), in subsection (1)(b) for “memorandum of association states” substitute “ articles of association state ”.
- (3) In section 4C (RTE companies: regulations)—
- (a) in subsection (1) for “memorandum of association and articles of association” substitute “ articles of association ”;
- (b) in subsections (2) and (4) for “memorandum or articles” substitute “ articles ”;
- (c) in subsection (5)—
- (i) in the opening words, for “a memorandum or articles” substitute “ articles ”, and
- (ii) in paragraph (a), for “the memorandum or articles” substitute “ the articles ”;
- (d) for subsection (6) substitute—
(6) Section 20 of the Companies Act 2006 (default application of model articles) does not apply to a RTE company.
- (4) In section 5(6) (qualifying tenants: meaning of “associated company”), for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
- (5) In section 12A(3)(a) and (b) and (4)(a) and (c) (notice inviting participation), for “memorandum of association and articles of association” substitute “ articles of association ”.
- (6) In section 29(4A)(d) (deemed withdrawal of notice of exercise of enfranchisement if RTE company struck off register), for “section 652 or 652A of the Companies Act 1985” substitute “ section 1000, 1001 or 1003 of the Companies Act 2006 ”.
Criminal Justice Act 1993 (c. 36)
141
In Part 5 of the Criminal Justice Act 1993 (insider dealing), after section 61 insert—
(61A) (1) Summary proceedings for an offence of insider dealing may (without prejudice to any jurisdiction exercisable apart from this subsection) be brought against an individual at any place at which the individual is for the time being. (2) An information relating to an offence of insider dealing that is triable by a magistrates' court in England and Wales may be so tried if it is laid— (a) at any time within three years after the commission of the offence, and (b) within twelve months after the date on which evidence sufficient in the opinion of the Director of Public Prosecutions or the Secretary of State (as the case may be) to justify the proceedings comes to that person's knowledge. (3) Summary proceedings in Scotland for an offence of insider dealing— (a) must not be commenced after the expiration of three years from the commission of the offence; (b) subject to that, may be commenced at any time— (i) within twelve months after the date on which evidence sufficient in the Lord Advocate's opinion to justify the proceedings came to that person's knowledge, or (ii) where such evidence was reported to the Lord Advocate by the Secretary of State, within twelve months after the date on which it came to the knowledge of the latter. Section 136(3) of the Criminal Procedure (Scotland) Act 1995 (date when proceedings deemed to be commenced) applies for the purposes of this subsection as for the purposes of that section. (4) A magistrates' court in Northern Ireland has jurisdiction to hear and determine a complaint charging the commission of a summary offence of insider dealing provided that the complaint is made— (a) within three years from the time when the offence was committed, and (b) within twelve months from the date on which evidence sufficient in the opinion of the Director of Public Prosecutions for Northern Ireland or the Secretary of State (as the case may be) to justify the proceedings comes to that person's knowledge. (5) For the purposes of this section a certificate of the Director of Public Prosecutions, the Lord Advocate, the Director of Public Prosecutions for Northern Ireland or the Secretary of State (as the case may be) as to the date on which such evidence as is referred to above came to that person's notice is conclusive evidence.
National Lottery etc Act 1993 (c. 39)
142
In section 27(3) of the National Lottery etc Act 1993 (power to prohibit distribution of lottery funds to associated companies)—
- (a) in paragraph (a) (meaning of “company”)—
- (i) for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 ”, and
- (ii) for “the provisions of that Act or Order” substitute “ any provisions of the Companies Acts (as defined in section 2(1) of that Act) ”;
- (b) in paragraph (b) (meaning of “wholly-owned subsidiary”), for “section 736 of that Act or Article 4 of that Order” substitute “ section 1159 of that Act ”.
Railways Act 1993 (c. 43)
143
- (1) The Railways Act 1993 is amended as follows.
- (2) In section 25 (public sector operators not to be franchisees), for subsection (2) substitute—
(2) Expressions used in sub-paragraphs (i) to (iv) of subsection (1)(e) that are defined for the purposes of the Companies Acts (see section 1174 of, and Schedule 8 to, the Companies Act 2006) have the same meaning in those sub-paragraphs.
- (3) In section 59(7) (meaning and effect of railway administration order), for the definition of “the court” substitute—
“the court”, in relation to a protected railway company, means the court— 1. having jurisdiction to wind up the company, or 2. that would have such jurisdiction apart from section 221(2) or 441(2) of the Insolvency Act 1986 (exclusion of winding up jurisdiction in case of companies having principal place of business in, or incorporated in, Northern Ireland);
- (4) In section 65 (interpretation of railway administration order provisions), for subsection (1) substitute—
(1) In the railway administration order provisions of this Act— - “company” means— 1. a company registered under the Companies Act 2006, or 2. an unregistered company; and - “unregistered company” means a company that is not registered under that Act.
- (5) In section 114(1) (Secretary of State etc not to be regarded as shadow director of certain railway companies)—
- (a) for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “ the Companies Acts (as defined in section 2(1) of the Companies Act 2006) ”;
- (b) for “that Act or Order” substitute “ those Acts (see section 251 of that Act) ”.
- (6) In section 151(1) (general interpretation)—
- (a) in the definition of “body corporate” for “section 740 of the Companies Act 1985” substitute “ section 1173(1) of the Companies Act 2006 ”;
- (b) in the definitions of “subsidiary” and “wholly owned subsidiary” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
- (7) In Part 1 of Schedule 6 (railway administration orders: modifications of Insolvency Act 1986)—
- (a) in paragraph 1(b) for “is an unregistered company” substitute “ is not a company registered under the Companies Act 2006 in England and Wales or Scotland ”;
- (b) in paragraph 4(b) for “memorandum or articles of association” substitute “ articles of association ”;
- (c) in paragraphs 7(4) and 8 , for paragraphs (a) and (b) substitute—
(a) where the company— (i) is registered under the Companies Act 2006, or (ii) is subject to a requirement imposed by regulations under section 1043 or 1046 of the Companies Act 2006 (unregistered UK companies or overseas companies) to deliver any documents to the registrar of companies, the words “to the Office of Rail Regulation, the appropriate national authority and the registrar of companies”; and (b) where paragraph (a) above does not apply, the words “to the Office of Rail Regulation and the appropriate national authority”.
- (d) in paragraph 9, in the substituted subsection (2A), for paragraph (e) substitute—
(e) where the company— (i) is registered under the Companies Act 2006, or (ii) is subject to a requirement imposed by regulations under section 1043 or 1046 of the Companies Act 2006 (unregistered UK companies or overseas companies) to deliver any documents to the registrar of companies, the registrar of companies.
- (e) in paragraph 10(5) , in the substituted subsection (6)—
- (i) for “an office copy” substitute “ a copy ”;
- (ii) for paragraph (c) substitute—
(c) where the company— (i) is registered under the Companies Act 2006, or (ii) is subject to a requirement imposed by regulations under section 1043 or 1046 of the Companies Act 2006 (unregistered UK companies or overseas companies) to deliver any documents to the registrar of companies, to the registrar of companies.
Pension Schemes Act 1993 (c. 48)
144
- (1) The Pension Schemes Act 1993 is amended as follows.
- (2) In section 127(2)(a) (transfer to Secretary of State of rights and remedies: preferential debts), for “the Companies Act 2006” substitute “ the Companies Acts (as defined in section 2(1) of the Companies Act 2006) ”.
- (3) In section 149(6) (procedure on investigation by Pensions Ombudsman: disclosure of information), omit paragraph (j).
Pension Schemes (Northern Ireland) Act 1993 (c. 49)
145
- (1) The Pension Schemes (Northern Ireland) Act 1993 is amended as follows.
- (2) In section 123(2)(b) (transfer to Department of rights and remedies: preferential debts), after “made under that order)” insert “ or any provision of the Companies Acts (as defined in section 2(1) of the Companies Act 2006) ”.
- (3) In section 145(6) (procedure on investigation: disclosure of information), omit paragraph (h).
- (4) In paragraph 4(1) of Schedule 3 (priority in bankruptcy etc: meaning of “relevant date”), for “Article 205(3) of the Companies (Northern Ireland) Order 1986” substitute “ Section 754(3) of the Companies Act 2006 ”.
Education and Libraries (Northern Ireland) Order 1993 (S.I. 1993/2810 (N.I. 12))
146
In Article 19 of the Education and Libraries (Northern Ireland) Order 1993 (interpretation of Part 3)—
- (a) in the definition of “associated body”, omit“(within the meaning of the Companies (Northern Ireland) Order 1986),”;
- (b) at the appropriate place insert—
“holding company” and “subsidiary” have the same meaning as in the Companies Acts (see section 1159 of the Companies Act 2006);
Coal Industry Act 1994 (c. 21)
147
- (1) The Coal Industry Act 1994 is amended as follows.
- (2) In section 36 (insolvency of licensed operators)—
- (a) in subsection (5) for “section 651(1) or 653(2) of the Companies Act 1985 (application to cancel the dissolution of a company)” substitute “ section 1029 of the Companies Act 2006 (application to court for restoration to the register) ”;
- (b) omit subsection (6);
- (c) in subsection (7) in the definition of “registrar of companies” for “the Companies Act 1985” substitute “ the Companies Acts (see section 1060 of the Companies Act 2006) ”.
- (3) In section 65(1) (interpretation)—
- (a) in the definition of “company” for “has the same meaning as in the Companies Act 1985” substitute “ has the meaning given by section 1(1) of the Companies Act 2006 ”;
- (b) in the definition of “subsidiary” and “wholly-owned subsidiary” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
- (4) In Schedule 3 (financial structure of successor companies), in paragraph 2(4)(b) (shares to be treated as fully paid up) for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.
Deregulation and Contracting Out Act 1994 (c. 40)
148
- (1) Part 2 of the Deregulation and Contracting Out Act 1994 (contracting out) is amended as follows.
- (2) In section 74(4) (powers of certain office-holders), for paragraph (a) substitute—
(a) the registrar of companies for England and Wales, Scotland or Northern Ireland;
- (3) In section 79(1) (interpretation of Part 2), in the definition of “office-holder”, for paragraph (c) substitute—
(c) the registrar of companies for England and Wales, Scotland or Northern Ireland; and
- (4) In paragraph 1 of Schedule 16 (amendments to facilitate contracting out: filing of documents under Newspaper Libel and Registration Act 1881 and Limited Partnerships Act 1907 )—
- (a) in sub-paragraph (1) for “the registrar of companies” substitute “ the registrar ”;
- (b) for sub-paragraph (3) substitute—
(3) In this paragraph “the registrar” has the same meaning as in the Newspaper Libel and Registration Act 1881 or the Limited Partnerships Act 1907 (as the case may be).
Airports (Northern Ireland) Order 1994 (S.I. 1994/426 (N.I. 1))
149
- (1) The Airports (Northern Ireland) Order 1994 is amended as follows.
- (2) In Article 2(2) (interpretation)—
- (a) omit the definition of “the Companies Order”;
- (b) for the definition of “subsidiary” substitute—
“subsidiary” has the same meaning as in the Companies Acts (see section 1159 of the Companies Act 2006).
- (3) In Article 32(4)(b)(iii) (discretionary conditions), for “the Companies Order” substitute “ the Companies Acts: see section 548 of the Companies Act 2006 ”.
- (4) In Article 51(1)(a) (the successor company), for “, within the meaning of the Companies Order” substitute “ (within the meaning of section 3 of the Companies Act 2006) ”.
- (5) In Article 57(4)(b) (initial government holding in successor company: shares to be treated as fully paid up in cash), for “the Companies Order” substitute “ the Companies Acts (as defined in section 2(1) of the Companies Act 2006) ”.
Ports (Northern Ireland) Order 1994 (S.I. 1994/2809 (N.I. 16))
150
- (1) The Ports (Northern Ireland) Order 1994 is amended as follows.
- (2) In Article 2(2) (interpretation)—
- (a) in the definition of “equity share capital” for “Article 2(3) of the Companies (Northern Ireland) Order 1986” substitute “ section 548 of the Companies Act 2006 ”;
- (b) in the definition of “subsidiary” and “wholly-owned subsidiary” for “Article 4 of the Companies (Northern Ireland) Order 1986” substitute “ section 1159 of the Companies Act 2006 ”.
- (3) In Article 3(2) (formation of companies for purposes of transfer of port undertakings), for “the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 ”.
- (4) In Article 5(4)(b) (initial shares issued by successor company treated as if fully paid up in cash), for “the Companies (Northern Ireland) Order 1986” substitute “ the Companies Acts (as defined in section 2(1) of the Companies Act 2006) ”.
Requirements of Writing (Scotland) Act 1995 (c. 7)
151
In section 12(1) of the Requirements of Writing (Scotland) Act 1995 (interpretation)—
- (a) for the definition of “company” substitute—
“company” has the meaning given by section 1(1) of the Companies Act 2006;
- (b) in the definition of “office-holder”, in paragraph (c) (the registrar of companies) omit“within the meaning of the Companies Act 1985”.
Merchant Shipping Act 1995 (c. 21)
152
- (1) The Merchant Shipping Act 1995 is amended as follows.
- (2) In section 143(6) (prosecutions and enforcement of fines: service of documents on foreign companies), for the second sentence substitute “ In this subsection “foreign company” means a company or body which is not one to which section 1139 of the Companies Act 2006 applies so as to authorise service of the document in question. ”.
- (3) In section 163A(8) (compulsory insurance against liability for pollution from bunker oil: service of documents on foreign companies), for the second sentence substitute “ In this subsection “foreign company” means a company or body which is not one to which section 1139 of the Companies Act 2006 applies so as to authorise service of the document in question. ”.
- (4) In section 173(10) (contributions to Fund: interpretation), in the definition of “group” for “section 736 of the Companies Act 1985 (or for companies in Northern Ireland Article 4 of the Companies (Northern Ireland) Order 1986)” substitute “ section 1159 of the Companies Act 2006 ”.
- (5) In Schedule 3A (safety directions), for paragraph 11 substitute—
(11) Where the Secretary of State— (a) proposes to give a direction under this Schedule to a company or other body, and (b) thinks that section 1139 of the Companies Act 2006 (service of documents on company) does not apply, the direction may be served in such manner as the Secretary of State thinks most suitable.
Goods Vehicles (Licensing of Operators) Act 1995 (c. 23)
153
- (1) The Goods Vehicles (Licensing of Operators) Act 1995 is amended as follows.
- (2) In section 22(5) (conditions as to matter to be notified: meaning of change of control), for “section 744 of the Companies Act 1985” substitute “ section 548 of the Companies Act 2006 ”.
- (3) In section 28(8) (disqualification: meaning of controlling interest), for “section 744 of the Companies Act 1985” substitute “ section 548 of the Companies Act 2006 ”.
- (4) In section 58(1) (general interpretation), in the definition of “holding company” and “subsidiary” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
Crown Agents Act 1995 (c. 24)
154
- (1) The Crown Agents Act 1995 is amended as follows.
- (2) In section 6 (use of “Crown Agents” as part of company name)—
- (a) for “section 26(2)(a) of the Companies Act 1985” substitute “ section 54(1)(a) of the Companies Act 2006 ”;
- (b) for “section 32 of that Act” substitute “ section 76 of the Companies Act 2006 ”.
- (3) In section 14 (interpretation), for the definition of “subsidiary” and “wholly-owned subsidiary” substitute—
“subsidiary” and “wholly-owned subsidiary” have the meaning given by section 1159 of the Companies Act 2006;
Pensions Act 1995 (c. 26)
155
- (1) Part 1 of the Pensions Act 1995 (occupational pension schemes) is amended as follows.
- (2) In section 4(1) (circumstances in which trustee may be suspended), in paragraph (e) for “Part II of the Companies (Northern Ireland) Order 1989” substitute “ the Company Directors Disqualification (Northern Ireland) Order 2002 ”.
- (3) In section 22(3) (circumstances in which independent trustees may be appointed: interpretation), in the definition of “company” for “within the meaning given by section 735(1) of the Companies Act 1985” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.
- (4) In section 29(1) (persons disqualified for being trustees: grounds for disqualification), in paragraph (f) for the words from “subject to” to “2002” substitute “ subject to a disqualification order or disqualification undertaking under the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002 ”.
Criminal Law (Consolidation) (Scotland) Act 1995 (c. 39)
156
In section 30(5) of the Criminal Law (Consolidation) (Scotland) Act 1995 (disclosure of information), in paragraph (a) (disclosure to inspector appointed under companies legislation), omit“or Part XV of the Companies (Northern Ireland) Order 1986”.
London Local Authorities Act 1995 (c. x)
157
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pensions (Northern Ireland) Order 1995 (S.I. 1995/3213 (N.I. 22))
158
In Article 22(3) of the Pensions (Northern Ireland) Order 1995 (circumstances in which independent trustees may be appointed: interpretation), in the definition of “company” for “within the meaning given by Article 3 of the Companies (Northern Ireland) Order 1986” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.
Defamation Act 1996 (c. 31)
159
In Schedule 1 to the Defamation Act 1996 (qualified privilege), in paragraph 13(4) (meaning of “UK public company”), in paragraph (a) for “section 1(3) of the Companies Act 1985 or Article 12(3) of the Companies (Northern Ireland) Order 1986” substitute “ section 4(2) of the Companies Act 2006 ”.
Education (Scotland) Act 1996 (c. 43)
160
In section 6(2)(l) of the Education (Scotland) Act 1996 (powers of Scottish Qualifications Authority: formation and promotion of companies), for “(within the meaning of the Companies Act 1985)” substitute “ under the Companies Act 2006 ”.
Housing Act 1996 (c. 52)
161
- (1) Part 1 of the Housing Act 1996 (registered social landlords) is amended as follows.
- (2) In the following provisions for “a company registered under the Companies Act 1985” substitute “ a company ”
- (a) section 2(1)(c) (eligibility for registration);
- (b) sections 40(3) and (4) and 41(3) and (4) (notices to be given of steps to enforce security, winding up etc);
- (c) section 58(2) (definitions relating to charities: references to company not to include registered charity);
- (d) section 59(1)(a) (meaning of “officer”: registered charity that is not a company).
- (3) In the following provisions for “a company registered under the Companies Act 1985 (including such a company which is also a registered charity)” substitute “ a company (including a company that is a registered charity) ”
- (a) section 3(3)(c) (registration);
- (b) section 4(6)(c) (removal from register);
- (c) section 6(3)(c) (appeal against decision on removal).
- (4) In section 45(3)(b) (duty of directors to co-operate in implementation of proposals), for “a company registered under the Companies Act 1985 (including a company which is a registered charity)” substitute “ a company (including a company that is a registered charity) ”.
- (5) In section 56(2)(c) (meaning of “the Relevant Authority”), for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.
- (6) In section 59(1)(c) (meaning of “officer”: company)—
- (a) for “a company registered under the Companies Act 1985 (including such a company which is also a registered charity)” substitute “ a company (including a company that is a registered charity) ”, and
- (b) for “that Act” substitute “ the Companies Acts (see sections 250 and 1173(1) of the Companies Act 2006) ”.
- (7) In sections 60(1)(c) and 61(2) (meaning of “subsidiary”), for “the Companies Act 1985” substitute “ the Companies Acts (see section 1159 of the Companies Act 2006) ”.
- (8) In section 63(1) (minor definitions)—
- (a) at the appropriate place insert—
“company” means a company registered under the Companies Act 2006;
- (b) in the definition of “registrar of companies” for “the Companies Act 1985” substitute “ the Companies Acts (see section 1060 of the Companies Act 2006) ”.
- (9) In section 64 (index of defined expressions)—
- (a) at the appropriate place insert—
| company | section 63 (and see section 58(2)) |
|---|---|
- (b) omit the entry for “company registered under the Companies Act 1985”.
- (10) In Schedule 1 (regulation of registered social landlords)—
- (a) in paragraphs 1(3) , 2(1), 3(1) , 4(1)(c), 7(1) , 12(2)(c) and 13(1), for “a company registered under the Companies Act 1985” substitute “ a company ”;
- (b) in paragraph 4(2) , for paragraph (b) substitute—
(b) he is subject to a disqualification order or disqualification undertaking under the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002;
- (c) in paragraph 10(1)(a) for “a company incorporated under the Companies Act 1985” substitute “ a company ”;
- (d) in paragraph 11—
- (i) in the heading, for “memorandum or articles of association” substitute “ articles ”,
- (ii) in sub-paragraph (1) for “a company registered under the Companies Act 1985 (including such a company which is also a registered charity)” substitute “ a company (including a company that is a registered charity) ”, and
- (iii) in sub-paragraph (3) , for “memorandum or articles” substitute “ articles ”;
- (e) in paragraph 12(4)(b) (amalgamation or dissolution), for the words from “section 30” to “1965)” substitute “ section 55(3) of the Industrial and Provident Societies Act 1965 ”;
- (f) in paragraph 14(1) (winding up)—
- (i) for paragraph (a) substitute—
(a) a company (including a company that is a registered charity), or
, and
- (ii) in paragraph (b) for “section 55(a)” substitute “ section 55(1)(a) ”;
- (g) in paragraph 15 (transfer of assets on dissolution or winding up)—
- (i) in sub-paragraph (1)(a), for “section 55(a) or (b)” substitute “ section 55(1)(a) or (b) ”;
- (ii) in sub-paragraph (1)(b) , for “a company registered under the Companies Act 1985 (including such a company which is also a registered charity)” substitute “ a company (including a company that is a registered charity) ”, and
- (iii) in sub-paragraph (2) , in the second sentence for “the Companies Act 1985” substitute “ the Companies Act 2006 ” and for “memorandum or articles of association” substitute “ articles ”.
Broadcasting Act 1996 (c. 55)
162
In the Broadcasting Act 1996—
- (a) in section 132(6) (powers of Secretary of State in relation to transfer schemes: meaning of “wholly-owned subsidiary”),
- (b) in paragraph 8(8)(a) of Schedule 5 (transfer schemes: compensation),
- (c) in paragraph 1(1) of Schedule 6 (transfer schemes: successor companies), in the definition of “wholly-owned subsidiary”, and
- (d) in paragraph 1(1) of Schedule 7 (transfer schemes: taxation provisions), in the definition of “wholly-owned subsidiary”,
for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
Education Act 1996 (c. 56)
163
In section 557(9) of the Education Act 1996 (adoption of statutory trusts)—
- (a) for the definition of “company” substitute—
“company” means a company as defined in section 1(1) of the Companies Act 2006;
- (b) omit the definition of “the Companies Acts”.
Business Tenancies (Northern Ireland) Order 1996 (S.I. 1996/725 (N.I. 5))
164
In Article 31(2) of the Business Tenancies (Northern Ireland) Order 1996 (groups of companies: meaning of “subsidiary”), for “Article 4 of the Companies (Northern Ireland) Order 1986” substitute “ section 1159 of the Companies Act 2006 ”.
Proceeds of Crime (Northern Ireland) Order 1996 (S.I. 1996/1299 (N.I. 9))
165
In paragraph 7(2) of Schedule 2 to the Proceeds of Crime (Northern Ireland) Order 1996 (financial investigations: disclosure of information), in paragraph (a) omit“Part XV of the Companies (Northern Ireland) Order 1986 or”.
Deregulation and Contracting Out (Northern Ireland) Order 1996 (S.I. 1996/1632 (N.I. 11))
166
- (1) The Deregulation and Contracting Out (Northern Ireland) Order 1996 is amended as follows.
- (2) In Article 2(2) (interpretation), in the appropriate place insert—
“registrar of companies” means registrar of companies for Northern Ireland;
- (3) In Article 11(registrar of companies etc), omit paragraph (2).
- (4) In Article 12(6) (official receiver), in the definition of “the insolvency legislation” omit “the Companies (Northern Ireland) Order 1986,”.
- (5) In Schedule 2 (functions relating to companies which may be contracted out)—
- (a) for paragraphs 2 and 3 (and the heading before paragraph 2) substitute—
(2) Functions of the registrar of companies in relation to— (a) the incorporation of companies under Part 2 of the Companies Act 2006; (b) the change of name of companies under Chapter 5 of Part 5 of that Act; (c) the re-registration and change of status of companies under Part 7 and sections 649 (registration of order and statement of capital), 650, 651 and 665 (re-registration of public company as private company on reduction of capital) of that Act. (3) Functions conferred on the registrar of companies by or under any of the following provisions of the Companies Act 2006— (a) section 1065 (certificate of incorporation); (b) sections 1066(1) and (3) and 1067(1) and (3) (registered numbers: companies and establishments of overseas companies), except so far as they relate to the determination of the form of the registered numbers; (c) sections 1085 and 1086 (inspection etc. of records kept by registrar), except so far as they relate to the form in which copies of the information contained in those records may be made available.
- (b) for paragraphs 7 and 8 (and the heading before paragraph 7) substitute—
(7) Functions conferred on the registrar of companies by or under regulation 14 of the European Economic Interest Grouping Regulations 1989 (inspection of documents). (8) Functions conferred on the registrar of companies by or under an enactment listed in paragraph 2 or 3 as (and so far as) it applies by virtue of regulation 18 of those Regulations (application of provisions of Companies Acts).
- (c) omit Parts 2 and 3.
Planning (Hazardous Substances) (Scotland) Act 1997 (c. 10)
167
In section 38(3) of the Planning (Hazardous Substances) (Scotland) Act 1997 (interpretation: bodies corporate to be treated as one person)—
- (a) in paragraph (a), for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”, and
- (b) in paragraph (b) for “that Act” substitute “ that section ”.
Merchant Shipping and Maritime Security Act 1997 (c. 28)
168
In section 24 of the Merchant Shipping and Maritime Security Act 1997 (implementation of international agreements relating to protection of wrecks), in subsection (3)(b) (persons who may be guilty of an offence) for sub-paragraph (v) substitute—
(v) a company registered under the Companies Act 2006.
Police Act 1997 (c. 50)
169
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Further Education (Northern Ireland) Order 1997 (S.I. 1997/1772 (N.I. 15))
170
In Article 14(1)(j) of the Further Education (Northern Ireland) Order 1997 (powers of governing bodies: forming and promoting companies), for “(within the meaning of the Companies (Northern Ireland) Order 1986)” substitute “ under the Companies Act 2006 ”.
Waste and Contaminated Land (Northern Ireland) Order 1997 (S.I. 1997/2778 (N.I. 19))
171
In Article 2(2) of the Waste and Contaminated Land (Northern Ireland) Order 1997 (general interpretation), in the definition of “waste disposal contractor”, omit the words from “, being either” to the end.
Bank of England Act 1998 (c. 11)
172
In the table in paragraph 3(1) of Schedule 7 to the Bank of England Act 1998 (disclosure of information)—
- (a) in the entry relating to inspectors appointed under Part 14 of the Companies Act 1985, omit “or Part 15 of the Companies (Northern Ireland) Order 1986”;
- (b) in the entry relating to persons authorised to exercise powers under section 447 of that Act, omit—
- (i) in the first column, “, Article 440 of the Companies (Northern Ireland) Order 1986”, and
- (ii) in the second column, “or Article”.
Audit Commission Act 1998 (c. 18)
173
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regional Development Agencies Act 1998 (c. 45)
174
In section 19(10) of the Regional Development Agencies Act 1998 (vesting of land: interpretation), in the definition of “wholly-owned subsidiary”, for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.
Fair Employment and Treatment (Northern Ireland) Order 1998 (S.I. 1998/3162 (N.I. 21))
175
In Article 69(3)(a) of the Fair Employment and Treatment (Northern Ireland) Order 1998 (interpretation of Part 7)—
- (a) for “Article 4 of the Companies (Northern Ireland) Order 1986” substitute “ section 1159 of the Companies Act 2006 ”;
- (b) for “that Article” substitute “ that section ”.
Company and Business Names (Chamber of Commerce, Etc) Act 1999 (c. 19)
176
- (1) The Company and Business Names (Chamber of Commerce, Etc) Act 1999 is amended as follows.
- (2) In section 1 (approval to be required for company or business names including expression “chamber of commerce”)—
- (a) in paragraph (a), for “section 29(1)(a) of the Companies Act 1985” substitute “ section 55 of the Companies Act 2006 (company names requiring approval of Secretary of State) ”, and
- (b) in paragraph (b), for “section 3(1)(a) of the Business Names Act 1985” substitute “ section 1194 of that Act (business names requiring approval of Secretary of State) ”.
- (3) In section 2(1) (duty of Secretary of State to consult before approving certain company names)—
- (a) for “section 26(2) of the Companies Act 1985” substitute “ section 55 of the Companies Act 2006 ”;
- (b) in paragraph (b), for “section 29(1)(a) of the Companies Act 1985” substitute “ that section ”.
- (4) In section 3(1) (duty of Secretary of State to consult before approving certain business names)—
- (a) for “section 2(1) of the Business Names Act 1985” substitute “ section 1194 of the Companies Act 2006 ”;
- (b) in paragraph (b), for “section 3(1)(a) of the Business Names Act 1985” substitute “ that section ”.
Commonwealth Development Corporation Act 1999 (c. 20)
177
- (1) The Commonwealth Development Corporation Act 1999 is amended as follows.
- (2) In section 16(4)(b) (requirement to issue securities: securities to be treated as paid up in cash) for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.
- (3) In section 26(2) (interpretation), in the table—
- (a) in the entry relating to the expression “Paid up” for “Section 738 of the Companies Act 1985”substitute “ Section 583 of the Companies Act 2006 ”;
- (b) in the entry relating to the expression “Registrar of companies” for “Section 744 of the Companies Act 1985” substitute “ Section 1060 of the Companies Act 2006 ”.
- (4) In Part 2 of Schedule 2 (modifications of Companies Acts as they apply to the Corporation on and after registration)—
- (a) in paragraph 3(1) for “section 10 of the Companies Act 1985” substitute “ section 12 of the Companies Act 2006 ”;
- (b) in paragraph 5, for “section 735 of the Companies Act 1985” substitute “ section 1(1) of the Companies Act 2006 ”;
- (c) in paragraph 6, for “Section 13 of the Companies Act 1985” substitute “ Section 16 of the Companies Act 2006 ”;
- (d) in paragraph 7, for “section 22(1) of the Companies Act 1985” substitute “ section 112(1) of the Companies Act 2006 ”;
- (e) omit paragraph 8;
- (f) in paragraph 9(b), for “section 117 of 1985 Act” substitute “ section 761 of 2006 Act ”;
- (g) in paragraph 14—
- (i) omit sub-paragraph (1), and
- (ii) in sub-paragraph (2) omit “that section or”;
- (h) in paragraph 15—
- (i) in sub-paragraph (1), after “provisions” insert “ of the Companies Act 2006 ”;
- (ii) for sub-paragraph (2) substitute—
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